/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101214.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 14, 2010, Vol. 14, No. 346 Headlines 315 UNION: Files Schedules of Assets & Liabilities 315 UNION: Section 341(a) Meeting Scheduled for Jan. 6 900 LINDEN: Voluntary Chapter 11 Case Summary ABITIBIBOWATER INC: S&P Assigns 'B+' Corporate Credit Rating ABITIBIBOWATER INC: Incentive Plan Shares Pulled After Ch. 11 Exit ADVANTA CORP: Creditors Object to Add'l Exclusivity, Plan Outline AMERICAN INT'L GROUP: Inks Master Deal for Recapitalization AMERICAN REPROGRAPHICS: Moody's Affirms 'B1' Rating on Notes AMERIDEBT INC: U.S. Trustee Has More Time to Review Kilpatrick Tab ANNA NICOLE SMITH: Dechert Represents Marshall; Hearing on Jan. 18 ASARCO LLC: Court Allows $975,000 Discretionary Fee for Barclays ASARCO LLC: Plan Admin. Has Until January 21 to Object to Claims ASARCO LLC: Blue Ledge Claim Settlement Faces No Objection ATLANTIC FACILITIES: Plan of Reorganization Wins Court Approval AXION INTERNATIONAL: Names Analyst A. Hatch to Board of Directors BANCO SANTOS: Trustee Files for Ch. 15 to Recover Assets in U.S. BANCO SANTOS: Chapter 15 Case Summary BART TRACY: Voluntary Chapter 11 Case Summary BEAZER HOMES: Sec. 382 Rights Agreement Shortened to 3 Years BENNION COVE: Voluntary Chapter 11 Case Summary BERNARD L MADOFF: Trustee Seeks $900MM From Avellino and Bienes BERNARD L MADOFF: More Than $50-Bil. Sought in Clawback Suits BERNARD L MADOFF: Will Not Attend Son's Funeral BLUEKNIGHT ENERGY: Charlesbank Execs. File Form 3s with SEC BLUFFDALE MAYNARD: Voluntary Chapter 11 Case Summary C&D TECHNOLOGIES: Votes for Exchange, Prepack Extended to Dec. 20 C&D TECHNOLOGIES: Incurs $6.3 Million Net Loss in Oct. 31 Quarter CABLEVISION SYSTEMS: Dolan Family Hiked Stake to 12.8% CADMUS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors CALPINE CORPORATION: Moody's Assigns 'B1' Rating to New Loan CANNON RANCH: 37% Owner Wants Chapter 11 Case Dismissed CANNON RANCH: Plan Payments Will be Funded by DEVCO Builders CANNON RANCH: Files Schedules of Assets and Liabilities CARBON RESOURCES: Voluntary Chapter 11 Case Summary CASCADE BANCORP: Seals Deal to Raise $177MM from Outside Investors CEDAR FUNDING: Landon Suit Goes Back to Monterey Superior Court CENTRAL WAYNE ENERGY: Panel, COSI Continue Claims Settlement Talks CENTRALIA OUTLETS: Has Interim Access to Cash Collateral CHENIERE ENERGY: Unit's Lenders Cancel Put, Conversion Rights CHS/COMMUNITY HEALTH: Moody's Reviews Low-B Ratings CHOCTAW GENERATION: S&P Cuts Rating to B+; Keeps Negative Outlook CIELO APARTMENTS: Section 341(a) Meeting Scheduled for Jan. 5 CINEMA 1: Case Summary & 8 Largest Unsecured Creditors CLEARWIRE CORP: Operating Unit Issues $1.325-Bil. of Notes COLORADO PUBLIC: Moody's Affirms 'Ba1' Rating on $4.5 Mil. Bonds COLONIAL BANCGROUP: Files Chapter 11 Plan and Disc. Statement COLONIAL BANCGROUP: FDIC Objects to Firm's Demand to Use Cash COMFORCE CORP: J. Fanning Discloses 28.9% Equity Stake COMFORT AND CARE: Case Summary & 18 Largest Unsecured Creditors COMMUNITY HEALTH: Fitch Puts 'B' Rating on Negative Watch CONVERTED ORGANICS: Regains Compliance With Nasdaq Listing Rule CORD BLOOD: Signs Letter of Intent to Acquire Cell de Mexico COUNTERPATH CORP: Restates FY 2010 10-K, Has $5.3MM Restated Loss COUNTERPATH CORP: Restates Q1 Results, Has $1.4 Restated Loss C.W. MINING: Involuntary Gap Fees Subject to Court Review DISH NETWORK: C. Ergen Discloses 53.6% Equity Stake DOLE FOOD: Fitch Affirms Issuer Default Rating at 'B' DOREL BIRTA: Case Summary & 12 Largest Unsecured Creditors DUNE ENERGY: Wayzata Replaces Wells Fargo, Amends Credit Pact DUTCH GOLD: R. Prettu and D. Hollis Paid with 1-Mil. Shares Apiece E*TRADE FIN'L: Nov. 2010 Daily Average Revenue Trades Up by 4% ECHELON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors EDDIE CHILDS: Not a "Small Business" Debtor EMPIRE RESORTS: Obtains $35 Million Bridge Loan From Kien Huat ENERGY CONNECT: Names Interim CFO After A. Warner Resignation ENERJEX RESOURCES: West Coast Discloses 24.58% Equity Stake ENVIRONMENTAL INFRASTRUCTURE: Xiom Settles Noteholders Suit EXPRESSWAY DEVELOPMENT: Agrees to Pay Lender Avoid Case Dismissal FM AVIATION: Files Schedules of Assets and Liabilities FM AVIATION: Court Hears VFS Dismissal Plea FRANKLIN PACIFIC: Amended Plan Outline Hearing Set for January 20 GARY KAROLSKI: Case Summary & 10 Largest Unsecured Creditors GARY PHILLIPS: Files Schedules of Assets & Liabilities GARY PHILLIPS: Section 341(a) Meeting Scheduled for Jan. 10 GCIC DEVELOPMENT: Voluntary Chapter 11 Case Summary GEC TRUCKING: Case Summary & 20 Largest Unsecured Creditors GENERAL MOTORS: Proposes to Hike Brownfield Fee Cap to $1.3MM GENERAL MOTORS: Bates White Clarifies Relationship with LRG GENERAL MOTORS: Fee Examiner Proposes G&K as Counsel GENERAL MOTORS: PI Claimants Win Lift Stay to File Lawsuits GEORGE DONOHUE: Multiple Debtors' Bid to Hire One Counsel Denied GRANTHAM PROPERTY: Voluntary Chapter 11 Case Summary GREAT ATLANTIC & PACIFIC: Asks for 15 More Days to File Schedules GREAT ATLANTIC & PACIFIC: Court Okays First Day Motions GREAT ATLANTIC & PACIFIC: Updated Case Summary & Creditors' Lists HACIENDA GARDENS: Can Access Secured Creditors' Cash Collateral HACIENDA GARDENS: Has Until January 14 to Amend Plan Outline HARBOR FREIGHT: Moody's Assigns 'Ba3' Corporate Family Rating HDT WORLDWIDE: Moody's Assigns 'B3' Corporate Family Rating HOLOGIC INC: S&P Assigns 'BB+' Initial Senior Unsec. Debt Rating HONOLULU SYMPHONY: To Convert Case to Chapter 7 Liquidation I-10 BARKER: Court OKs Sale of Building for $950,000 JACOB M KOPF: Multiple Debtors' Bid to Hire One Counsel Denied JMK CONSTRUCTION: Multiple Debtors' Bid to Hire One Counsel Denied JOHN ANDREWS, SR.: Case Summary & 20 Largest Unsecured Creditors JOHN VARACCHI: Multiple Debtors' Bid to Hire One Counsel Denied JOSEPH MCGIVNEY: Case Summary & 18 Largest Unsecured Creditors KARSONS INT'L: Case Summary & 20 Largest Unsecured Creditors KH FUNDING: Section 341(a) Meeting Scheduled for Jan. 3 LANLE NGUYEN: Case Summary & 12 Largest Unsecured Creditors LASANDRA WHITE: Case Summary & 11 Largest Unsecured Creditors LDK SOLAR: Increases Cash Consideration for Exchange Offer LIONS GATE: Icahn Pulls Out Tender Offer After State Court Ruling LITHIUM TECHNOLOGY: Reports $64,000 Net Income in June 30 Quarter MARCIA CALLAHAN: Dist. Ct. Affirms Ruling on Tax Liens MARIO ALVARADO: Case Summary & 14 Largest Unsecured Creditors MILTON ATHANASOPOULOS: Voluntary Chapter 11 Case Summary MOLECULAR INSIGHT: Section 341(a) Meeting Scheduled for Jan. 10 MORROW'S CAFE: Case Summary & 20 Largest Unsecured Creditors MT. JORDAN: Case Summary & Largest Unsecured Creditor NATIONAL BEDDING: Moody's Rates Amended $425 Mil. Loan at 'B1' NII HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating NORTHERN 120: Status Hearing on Plan Confirmation Set December 16 OMNICARE INC: S&P Assigns 'BB' Rating to New $575 Mil. Notes OSCAR SANDOVAL: Voluntary Chapter 11 Case Summary OWEN AVENUE: Case Summary & 9 Largest Unsecured Creditors PARTY LINE: Case Summary & 12 Largest Unsecured Creditors PAUL ROSA: Files for Chapter 11 Protection PAUL ROSA: Case Summary & 20 Largest Unsecured Creditors PEARLY GROVE: Case Summary & 16 Largest Unsecured Creditors PEARVILLE LP: Presents Amended Plan for Confirmation PETTERS GROUP: Ritchie Capital Petitions for Writ of Certiorari POINT BLACK: Judge Approves $25 Million Replacement Loan PORTER'S POINT: Case Summary & 20 Largest Unsecured Creditors PS BUSINESS: S&P Raises Preferred Stock Rating From 'BB+' ROBERT MIELL: 8th Cir. BAP Upholds Chapter 7 Trustee's Asset Sale RONALD ORANTES: Case Summary & 20 Largest Unsecured Creditors S & P K PROPERTIES: Voluntary Chapter 11 Case Summary SAFENET INC: S&P Puts 'B' Rating on CreditWatch Positive SCHUTT SPORTS: Riddell Wants to Collect More Money SEA TURTLE: Court Directs Payment Under Berkeley Place Lease SHERWOOD FARMS: Must Amend Reorganization Plan by December 17 SIRIUS XM: S&P Raises Corporate Credit Rating to 'BB-' SITHE INDEPENDENCE: Fitch Cuts Ratings on Sec. Bonds to 'B+/RR1' SKILLED HEALTHCARE: Moody's Confirms 'B2' Corp. Family Rating SKY LOFTS: Case Summary & 5 Largest Unsecured Creditors SOCA IMAGING: Chapter 11 Counsel's Fees Reduced SONIA MARRERO: Case Summary & 10 Largest Unsecured Creditors SOUTH EDGE: Lenders File Involuntary Chapter 11, Seek Trustee SOUTH EDGE: Involuntary Chapter 11 Case Summary SOUTHEASTERN HEARING: Case Summary & Creditors List SPIRIT CREEK: Court Allows Conversion of Ch. 11 Case to Ch. 7 STEVEN KLINGERMAN: Ex-ExecuCorp Partner's Bid for Credits Denied SWEET HOLY: Case Summary & 20 Largest Unsecured Creditors THAW, LLC: Case Summary & 3 Largest Unsecured Creditors TRIBUNE CO: Competing Plans to Be Sent to Creditors for Voting TRIBUNE CO: Step One Lenders Withdraw New York Action vs. JPM TRIBUNE CO: Committee Wants to Verify Order on Right to Sue TRICO MARINE: Arrowgrass Wants Chapter 11 Trustee Appointed VELVET ROOM: Case Summary & 3 Largest Unsecured Creditors VERTIS HOLDINGS: Has Objection to Confirmation of Prepack Plan VITRO SAB: Delays Tender Offer Payment Due to Bondholders Actions WESTBURY OWNER: Has Until Dec. 31 to Use Cash Collateral WESTERN HEALTHCARE: Turenne Can Reposses Leased Facilities WESTVIEW DEVELOPERS: Case Summary & 13 Largest Unsecured Creditors WILDWOOD PROPERTIES: Case Summary & Largest Unsecured Creditor W.R. GRACE: 5th Modifications to First Amended Plan Submitted W.R. GRACE: Court OKs Purchase of Small Start-Up Tech. Company W.R. GRACE: Gets Nod of Associated Int'l Settlement * Investor Says Earnings Growth is Only Counter to LBO Debt * Low Default Rates This Year Rain on the Distressed Debt Parade * King & Spalding Elects Three Partners to Its Policy Committee * Large Companies With Insolvent Balance Sheets ********* 315 UNION: Files Schedules of Assets & Liabilities -------------------------------------------------- 315 Union Street Holdings, LLC, has filed with the U.S. Bankruptcy Court for the Middle District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $13,138,500 B. Personal Property $24,146 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $17,546,659 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $7,938,193 ----------- ----------- TOTAL $13,162,646 $25,484,852 A copy of the schedules is available for free at: http://bankrupt.com/misc/315_UNION_sal.pdf Mount Juliet, Tennessee-based 315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. M.D. Tenn. Case No. 10-13106). Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz, serves as the Debtor's bankruptcy counsel. 315 UNION: Section 341(a) Meeting Scheduled for Jan. 6 ------------------------------------------------------ The U.S. Trustee for Region 8 will convene a meeting of 315 Union Street Holdings, LLC's creditors on January 6, 2011, at 1:30 p.m. The meeting will be held at Customs House, 701 Broadway, Room 100, Nashville, TN 37203. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Mount Juliet, Tennessee-based 315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. M.D. Tenn. Case No. 10-13106). Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $13,162,646 in total assets and $25,484,852 in total debts as of the Petition Date. 900 LINDEN: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 900 Linden Block Development, LLC 24 Yerba Buena San Francisco, CA 94127 Bankruptcy Case No.: 10-34850 Chapter 11 Petition Date: December 10, 2010 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: John S. Morken, Sr., Esq. MORKEN LAW OFFICE 760 Market St. #938 San Francisco, CA 94102 Tel: (415)391-6140 E-mail: jomork@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 Koray Ergur, manager. ABITIBIBOWATER INC: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B+' long- term corporate credit rating to AbitibiBowater Inc. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating (the same as the corporate credit rating on AbitibiBowater), and '3' recovery rating, to the company's US$850 million senior secured notes due 2018. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%) recovery in a default scenario. "The ratings on AbitibiBowater reflect what S&P views as its strong market position in the North American newsprint, and uncoated and coated papers sectors; a considerably improved cost structure; and significantly lower debt levels and fixed charges after emerging from bankruptcy," said Standard & Poor's credit analyst Jatinder Mall. "These strengths are somewhat offset, in S&P's opinion, by the secular decline demand in North America for the company's paper products, the inherent volatility in pulp and paper prices, and AbitibiBowater's exposure to the cyclical U.S. housing construction market through its wood products business," Mr. Mall added. AbitibiBowater is North America's largest newsprint producer, with about 3.3 million metric tons of operating capacity. It also produces a wide range of commercial printing and packaging papers, market pulp, and wood products. It owns or operates 19 pulp and paper mills and 24 wood products facilities in the U.S., Canada, and South Korea. The stable outlook on AbitibiBowater reflects S&P's view that, given the expectations of lower fixed charges, the company would generate positive cash flows even if paper prices do not dramatically improve from current levels and would maintain adequate liquidity of approximately US$600 million. S&P could lower the ratings if EBITDA generation is below expectations due to greater than expected decline in paper demand leading to leverage of 5.5x or if the recently negotiated agreement with Ontario and Quebec governments on pensions is not adopted into law, obligating the company to remit higher pension contributions leading to a decline in liquidity. An upgrade would require the company to demonstrate its ability to maintain leverage of about 3x. ABITIBIBOWATER INC: Incentive Plan Shares Pulled After Ch. 11 Exit ------------------------------------------------------------------ On July 21, 2008, AbitibiBowater Inc. filed a registration statement on Form S-8. The Registration Statement registered a total of 2,000,000 shares of the Company's common stock, $1.00 par value per share, to be issued pursuant to the Company's 2008 Equity Incentive Plan. This offering has been terminated because the Plan is being terminated in connection with the Company's emergence from U.S. Chapter 11 bankruptcy proceedings. Consequently, in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Company removes from registration the securities of the Company that are registered but unsold under the Registration Statement. About AbitibiBowater Inc. AbitibiBowater Inc. produces newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. The Company also recycles old newspapers and magazines. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15 case of ACI, et al. The U.S. Bankruptcy Court issued an opinion confirming AbitibiBowater's plan of reorganization under chapter 11 of the U.S. Bankruptcy Code on November 22, 2010. The Debtor also obtained approval of its reorganization plan under the Canadian Companies' Creditors Arrangement Act. AbitibiBowater emerge from bankruptcy on December 9, 2010. ADVANTA CORP: Creditors Object to Add'l Exclusivity, Plan Outline ----------------------------------------------------------------- BankruptcyData.com reports that various parties, including: the U.S. Trustee assigned to the Advanta case and the official committee of unsecured creditors filed objections with the U.S Bankruptcy Court to the Company's Disclosure Statement related to its Joint Plan. Separately, the official creditors' committee filed an objection with the Court to the Company's motion for an exclusivity extension. According to BData, the objection states that the committee is "reluctantly asking the Court to (a) deny the Debtors' request to extend the Exclusivity Periods and (b) terminate the Exclusivity Periods to allow for simultaneous solicitation of the Committee's alternative plan, so that these estates are not required to bear the costs of an expensive and wasteful process of soliciting votes on a plan which neither the Committee nor unsecured creditors will support and which will not be confirmed., creditors will be forced either to accept the Debtors' Plan and potentially sacrifice their rights, or fund the Debtors' tactics and wait out exclusivity until the Committee can file a plan that maximizes the value of the estates. This result is simply unfair and wasteful." Separately, various parties, including The Bank of New York Mellon, filed joinders to the committee's objection. The Chapter 11 Plan The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on December 16, 2010, at 3:30 p.m. (prevailing Eastern Time), to consider adequacy of the Disclosure Statement explaining Advanta Corp., et al.'s Chapter 11 Plan. Objections, if any, are due December 7 at 5:00 p.m. The Debtors say the proposed plan provides for substantial recovery to creditors, including retail noteholders. Among other things, the Disclosure Statement says there will be a 64.4% to 100.0% recovery for holders of investment note claims and certain RediReserve certificate claims, and a recovery range of 37.7% to 71.3% for holders of general unsecured claims. There will be no distributions to the preferred or common stockholders of Advanta Corp. nor continuing interest in Advanta Corp. on the part of the preferred or common stockholders. Once the Disclosure Statement is approved, the Plan will be sent to eligible creditors for voting. The Company previously said it anticipates approval of the Plan sometime in early 2011. Plan Exclusivity Advanta Corp. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive periods to file a Chapter 11 plan and to solicit acceptances of that plan by an additional 60 days, or until January 5, 2011, and March 4, 2011, respectively. The Debtors say an extension is warranted because they need a full and fair opportunity to prosecute the proposed plan and solicit acceptances thereto, without the deterioration and disruption that is likely to be caused by the filing of competing plans by non- Debtor parties. The Debtors add that an extension will increase the likelihood of a greater distribution to the Debtors' stakeholders. About Advanta Corp. Advanta Corp. -- http://www.advanta.com/-- issues business purpose credit cards to small businesses and business professionals in the United States. Advanta primarily funds and operates its business credit card business through Advanta Bank Corp., which offers a range of deposit products that are insured by the Federal Deposit Insurance Corporation. In June 2009, the FDIC placed significant restrictions on the activities and operations of Advanta Bank, as the Bank's capital ratios were below required regulatory levels. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal is the financial advisor. The Garden City Group, Inc., is the claims agent. The filing did not include Advanta Bank. The petition said that Advanta Corp.'s assets totaled $363,000,000 while debts totaled $331,000,000 as of September 30, 2009. AMERICAN INT'L GROUP: Inks Master Deal for Recapitalization ----------------------------------------------------------- On December 8, 2010, American International Group, Inc. entered into a Master Transaction Agreement, dated as of December 8, 2010, among ALICO Holdings, 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 as of 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. At the Closing, 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 approximately $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 approximately $27 billion, a portion of which will be loaned to AIG, in the form of secured limited recourse loans, from the special purpose vehicles that hold the proceeds of the sales of AIA and ALICO. The remaining net cash proceeds of approximately $7 billion will be distributed by the SPVs to the FRBNY, in accordance with the terms of the SPVs' limited liability company agreements. A full-text copy of the Master Transactions Agreement is available for free at http://ResearchArchives.com/t/s?70d7 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 REPROGRAPHICS: Moody's Affirms 'B1' Rating on Notes ------------------------------------------------------------ Moody's Investors Service, on November 12, 2010, reflected the issuer for the then proposed senior unsecured notes as American Reprographics Company, LLC. Rather, the issuer of the $200 million 10.5% senior unsecured notes due 2016 is American Reprographics Company, which is the parent entity that wholly- owns American Reprographics Company, LLC. Accordingly, Moody's affirmed the B1 rating on these notes and re-assigned the B1 corporate family rating and probability-of-default rating to American Reprographics Company. American Reprographics Company, LLC and domestic subsidiaries guarantee the new senior unsecured notes. The ratings on the old credit facilities were withdrawn following their recent redemption. The ratings outlook remains stable. Moody's notes that changes to the final terms of the senior unsecured notes did not impact the B1 rating that was assigned on November 12, 2010. The final amount was reduced to $200 million from a then proposed amount of $220 million. In addition, the maturity year was changed to 2016 from 2018. The LGD point estimate remains LGD4, 55%. This summarizes the ratings activity: American Reprographics Company Ratings assigned: -- Corporate family rating at B1; -- Probability-of-default rating at B1. Rating affirmed: -- $200 million 10.5% senior unsecured notes due 2016 at B1 (LGD4, 55%). American Reprographics Company, LLC. Ratings withdrawn: -- Corporate family rating at B1; -- Probability-of-default rating at B1; -- Senior secured revolving credit facility due 2012 at Ba2 (LGD2, 20%); -- Senior secured term loan due 2012 at Ba2 (LGD2, 20%). Ratings Rationale ARC's B1 corporate family rating continues to reflect its exposure to the residential and commercial construction end-markets that are both in a downturn, the generally cyclical nature of these industries, significant regional concentration in California, and acquisition risk as it seeks to expand its geographic presence. The rating is supported by the company's moderate leverage, consistent free cash flow generation, its leading position as a provider of document management services, significant scale relative to its competitors, the diversity of its customer base, and modest capital expenditure requirements. The stable outlook reflects Moody's expectation that, despite the potential for protracted weakness in commercial construction end- markets, revenues and earnings will likely remain stable or modestly improve over the medium-term based on ARC's various growth initiatives. The stable outlook also reflects Moody's expectation that debt to EBITDA will remain below 5.0 times and free cash flow to debt will be sustained around 10%. Moody's could revise the ratings outlook to positive if an expansion in residential and commercial construction activity translates into sustained improvements in ARC's operating performance and credit metrics. Barring an exogenous event, such as a material debt financed acquisition, Moody's does not anticipate ratings pressure given stabilizing end-market conditions. Nevertheless, ARC's ratings could be pressured if its revenue and earnings meaningfully contract from current levels such that debt to EBITDA exceeds 5.5 times. Headquartered in Walnut Creek, California, American Reprographics Company is a leading reprographics service company in the U.S. The company recorded sales of $448 million for the twelve-months ended September 30, 2010. AMERIDEBT INC: U.S. Trustee Has More Time to Review Kilpatrick Tab ------------------------------------------------------------------ The United States Trustee for Region 4 will have until December 20 to file a comment, objection, or responsive pleading to the fee application filed by Mark D. Taylor, the Chapter 11 Trustee for AmeriDebt Inc. and his counsel, Kilpatrick Stockton LLP, according to a stipulation entered into by the parties and approved by Judge Paul Mannes. The Chapter 11 trustee may be reached at: Mark D. Taylor, Esq. KILPATRICK STOCKTON LLP 607 14th Street, NW, Suite 900 Washington, DC 20005 Telephone: (202) 508-5867 Facsimile: (202) 585-0073 E-mail: mataylor@kilpatrickstockton.com A copy of the December 9 Stipulation and Consent Order is available at http://is.gd/iEc9Qfrom Leagle.com. Headquartered in Germantown, Maryland, AmeriDebt, Inc. -- http://ameridebt.org/-- is a credit counseling company. The Company filed for chapter 11 protection on June 5, 2004 (Bankr. D. Md. Case No. 04-23649). When the Company filed for protection from its creditors, it disclosed $8,387,748 in total assets and $12,362,695 in total debts. The Bankruptcy Court appointed Mark D. Taylor, Esq., as the Debtor' chapter 11 trustee on Sept. 20, 2004. ANNA NICOLE SMITH: Dechert Represents Marshall; Hearing on Jan. 18 ------------------------------------------------------------------ In the long-running litigation over the claims of Anna Nicole Smith to her former husband's estate, G. Eric Brunstad, Jr., leads Dechert's representation of the Marshall family in opposing Ms. Smith's estate before the Supreme Court. The matter has been to the Supreme Court before, when Mr. Brunstad represented the Marshall family in Marshall v. Marshall, No. 04-1544 (2006). On remand, Dechert won a complete victory in favor of the Marshall family on March 19, 2010, when the Ninth Circuit held that Ms. Smith's counterclaim against Pierce Marshall for tortious interference with an inter vivos gift was not a "core proceeding," and that the district court erred when it did not afford preclusive effect to the Texas probate court's determination of relevant legal and factual issues. Ms. Smith's estate appealed that decision to the Supreme Court. In addition to G. Eric Brunstad, Jr. (counsel of record), Collin O'Connor Udell and Matthew J. Delude were on the briefs. The matter is due to be argued before the Supreme Court of the United States on Tuesday, January 18, 2010. A copy of the respondent's brief is available for free at: http://bankrupt.com/misc/stern-marshall_brief.pdf Anna Nicole Smith, formally known as Vickie Lynn Hogan, filed under Chapter 11 in 1996 as part of a struggle over the estate of J. Howard Marshall, whom she married in 1994 when she was 26 and died barely a year after they were wed. Ms. Smith died in February 2007. According to Bloomberg, in 2000, the bankruptcy judge awarded Ms. Smith $449 million from the estate arising from a counterclaim she filed in bankruptcy court in a lawsuit by one of Mr. Marshall's sons. The 9th U.S. Circuit appeals court in San Francisco threw out the judgment in 2004, holding that the bankruptcy court didn't have jurisdiction over probate matters. The U.S. Supreme Court in May 2006 issued a decision, overruling the federal appeals court and finding that the bankruptcy court had jurisdiction, even though the issues also could have been decided in the Texas probate court. The Supreme Court remanded the case for the federal appellate court to decide whether her victory in the bankruptcy and district courts was knocked out because a Texas probate court had entered judgment first against her. On remand from the Supreme Court, the 9th U.S. Circuit Court of Appeals issued its decision in March 2010, concluding that the bankruptcy court didn't have so-called core jurisdiction. The 9th Circuit noted that before the U.S. district court was able to enter judgment in her favor, the Texas probate court had entered judgment against her saying she was entitled to nothing from her deceased husband's estate. As reported by the Troubled Company Reporter on September 29, 2010, the Supreme Court agreed to take a second look at disputes arising in and related to Ms. Smith's 1996 bankruptcy case and her entitlement to payment of a $449 million judgment she obtained in bankruptcy court against her late step-son, E. Pierce Marshall, in 1999 following the death of her late husband. The case is Marshall v. Stern (In re Vickie Lynn Marshall), 9th U.S. Circuit Court of Appeals (San Francisco). ASARCO LLC: Court Allows $975,000 Discretionary Fee for Barclays ---------------------------------------------------------------- Judge Richard S. Schmidt of the United States Bankruptcy Court for the Southern District of Texas approved the final fee application of Barclays Capital Inc., as purchaser of rights to compensation of Lehman Brothers Inc., for services rendered and reimbursement of expenses as financial advisor and investment banker to the Reorganized Debtors for the period from August 30, 2005, to December 9, 2009. Judge Schmidt allowed Barclays (a) $6,641,774 in professional fees, and (b) $1,200,421 for reimbursement of reasonable and necessary expenses. In a separate memorandum opinion and order, Judge Schmidt approved and directed the payment of a $975,000 discretionary fee to Barclays. The Court, however, denied Barclays' request for a $6 million fee enhancement in relation to the auction of the judgment obtained in the proceeding involving Southern Copper Corporation. "While it is possible that the threat of an auction may have played an important part in the Parent's decision to propose its full payment plan, the auction was not successfully completed and thus does not support a $6 million enhancement," Judge Schmidt opined. During its more than four years of intensive service, Lehman, and then Barclays, played a critical role in achieving the successful reorganization of the Debtors, Judge Schmidt related. "Their creativity and expertise assisted the Debtors in resolving many challenges," he said. The Court found that the impact of the original contract between the Debtors and Lehman was incapable of anticipation at the time of the contract and resulted in compensation below market rate. Judge Schmidt, however, maintained that Barclays is entitled to the amount necessary to bring Lehman's compensation up to a market level -- $975,000. On the other hand, Judge Schmidt pointed out that Barclays did not show by a preponderance of the evidence that they are entitled to any additional fee enhancement. Roberts Seeks Amendment to Final Order Plan Administrator Mark A. Roberts asks Judge Schmidt to amend the order approving Barclays' final fee application to deduct certain amount that was already paid. Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia, relates that while preparing to pay Barclays, the Plan Administrator discovered that he has already paid a portion of the final fees and expenses that remain owing to Barclays under the Final Fee Application. The Final Fee Order directs payment of $200,322 in fees and $2,429 in expenses, which is calculated using Barclays' description of the unpaid amounts for the final months of the firm's engagement from September 1, 2009, through December 9, 2009. Mr. Hayes notes that Barclays' description of the unpaid amounts in the Final Fee Application, which was filed on Feb. 5, 2010, indicated that it had not received payment of any fees or expenses for the December 1 to 9, 2009 period. The Plan Administrator maintains that he paid $54,687 in fees and expenses for Barclays' December 1 to 9, 2009 invoice by wire on February 23, 2010. Although Barclays confirms it received the wire, it insists that the Plan Administrator is required to pay the full $202,752 and appears to assert that the February 23 payment is separate from the Final Fee Order, Mr. Hayes points out. The February 23 payment represents 80% of fees and 100% of expenses requested in Barclays' December 1 to 9, 2009 invoice, in accordance with the interim compensation procedures under which 20% of the requested fees are withheld pending final allowance, Mr. Hayes asserts. The Court may amend the Final Fee Order to correct a manifest error of fact under Rule 9023 of the Federal Rules of Bankruptcy Procedure, Mr. Hayes argues. The Plan Administrator also asks the Court to set an expedited hearing on his request on December 14, 2010. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Plan Admin. Has Until January 21 to Object to Claims ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas extended through January 21, 2011, the deadline for Reorganized ASARCO LLC and the Plan Administrator to object to claims pursuant to Section 14.2(a) of the Confirmed Plan of Reorganization, with no change effected to Section 14.2(b) of the Plan. Entry of the order is without prejudice to the right of either the Plan Administrator or Reorganized ASARCO to seek further extensions of the deadline to object to Claims under Section 14.2 of the Plan and Rule 9006(b) of the Federal Rules of Bankruptcy Procedure. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Blue Ledge Claim Settlement Faces No Objection ---------------------------------------------------------- The United States of America, on behalf of the United States Environmental Protection Agency and the United States Department of Agriculture, Forest Service, notified the Court and parties- in-interest of the absence of any public comments in connection with the settlement of the claim for the Blue Ledge Site. The Blue Ledge Claim, also known as Claim No. 18284, was asserted for response costs and natural resource damages at the Blue Ledge Mine, which is located within the Rogue River National Forest in Siskiyou County, California. The Plan Administrator filed a Settlement Agreement regarding the Blue Ledge Site. The proposed Settlement Agreement among Reorganized ASARCO LLC, the Plan Administrator and the Government provides, inter alia, that the Government will have an allowed general unsecured claim of $2,400,000 for the Blue Ledge Site. Alan Tenenbaum, Esq., in Washington, D.C., relates that the Government published notice of the Settlement Agreement in the Federal Register at 75 Fed. Reg. 70868-7, and received no public comments. In accordance with Paragraph 12 of the Settlement Agreement, the Settlement Agreement is effective upon the filing of the Notice by the Government noting that there have been no public comments. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ATLANTIC FACILITIES: Plan of Reorganization Wins Court Approval --------------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina confirmed Atlantic Facilities, L.L.C.'s Plan of Reorganization, subject to certain modifications. The Plan contemplates a continuation of the Debtor's business post-emergence. The Plan proposes to make payments from funds on hand and funds derived from the Debtor's income, including income from rental property. A full-text copy of the Disclosure Statement and the confirmation order are available for free at: http://bankrupt.com/misc/ATLANTICFACILITIes_DS.pdf About Atlantic Facilities, L.L.C. Wilmington, North Carolina-based Atlantic Facilities, L.L.C. -- dba Audubon Properties LLC; East Metro Properties, LLC; South Metro Properties LLC; Myrtle Properties, L.L.C.; and North Metro Properties LLC -- filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. E.D. N.C. Case No. 10-01347). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company has assets of $14,481,403, and total debts of $15,767,067. AXION INTERNATIONAL: Names Analyst A. Hatch to Board of Directors ----------------------------------------------------------------- Axion International has named Anthony Hatch to its Board of Directors. The move to tap Mr. Hatch, a transportation industry analyst, "significantly reinforces the company's commitment to align its management and leadership with target-industry interests," Axion said in a statement, which was posted at the Securities and Exchange Commission. "[The] announcement is another example of Axion's firm resolve to more closely align the company's leadership with the industries in which we are operating," stated Jim Kerstein, Axion's Co-founder and CEO, in the Company press release. "We are committed to securing individuals with expertise and experience in the areas where our business intersects with the future of our target industries. It is imperative at this stage in our growth that we build the strongest team possible to further our strategic goals, and there is no better candidate for that role in the railroad industry than Tony Hatch." Commenting about his appointment to Axion's Board, Mr. Hatch said, "In my years working in and analyzing the railroad industry, I have come across many technologies that attempt to partner green- tech concepts with evolutionary applications. My search for truly game-changing technologies has led me to Axion's unique Recycled Structural Composite. It is among the best and most practical 'go green' applications for the railroad industry I have seen. I look forward to being a part of the company's Board and to helping identify avenues, both domestic and international, where Axion's products will find their greatest traction." Mr. Hatch has been a senior transportation analyst on Wall Street for over twenty years, starting at Salomon Brothers and proceeding from there to Argus Research, PaineWebber and NatWest Markets (USA). He began his own independent consultancy in 1999. Mr. Hatch's coverage focuses on the freight transportation segment, particularly surface transportation. He is known throughout the industry for his knowledge of the intermodal arena, where the various modes of freight transport converge. Most recently Mr. Hatch has been providing not only traditional institutional research and consulting services to major railroads but also due diligence and other services to private equity and hedge funds, in such areas as rail maintenance and construction, railcars and third party logistics. Along with his frequent contributions to Progressive Railroading, a leading railroad industry publication, he co-sponsors "RailTrends", the most comprehensive railway industry conference held each Fall in New York City. About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) -- http://wwwaxionintl.com/-- is a structural solution provider of cost-effective alternative infrastructure and building products. The Company's "green" proprietary technologies allow for the development and manufacture of innovative structural products made from virtually 100% recycled consumer and industrial plastics. As reported in the Troubled Company Reporter on January 19, 2010, Jewett, Schwartz, Wolfe and Associates, in Hollywood, Florida, expressed substantial doubt about the Company's ability to continue as a going concern, following its results for the fiscal year ended September 30, 2009. The independent auditors noted that the Company has incurred significant losses since inception and needs to seek new sources or methods of financing or revenue to pursue its business strategy. The Company had an accumulated deficit of $15.8 million and a working capital deficit of $970,618 as of June 30, 2010. The Company's balance sheet at June 30, 2010, showed $1.7 million in total assets, $2.4 million in total liabilities, and a stockholders' deficit of $663,972. BANCO SANTOS: Trustee Files for Ch. 15 to Recover Assets in U.S. ---------------------------------------------------------------- Vanio Cesar Pickler Aguiar, as foreign representative for Sao Paulo, Brazil-based Banco Santos S.A., filed a Chapter 15 petition (Bankr. S.D. Fla. Case No. 10-47543) in Miami, Florida. Mr. Aguiar is the judicial administrator or trustee for Banco Santos in the bankruptcy action pending in the 2nd Bankruptcy and Judicial Reorganization Court of Sao Paulo, Brazil. The trustee seeks recognition of the proceeding pending in the Brazilian Court as a "foreign main proceeding:, as defined in 11 U.S.C. Secs. 1502(4) and 101(23). According to the U.S. court filing, Banco Santos was a prominent bank in Brazil, until events beginning around the end of 2004 eventually led to the bank being liquidated in 2005. On November 12, 2004, the Central Bank of Brazil felt compelled to intervene after it appeared that Banco Santos was facing insolvency due to an apparent deficit of hundreds of millions of reals (Brazil's currency). The insolvency was suspected to have been the result of unscrupulous dealings by Edemar Cid Ferreira, the former head of Banco Santos, as well as others of Banco Santos' officers and directors. Brazilian investigators believe that Ferreira, with the help of his wife, son, and others, set up a series of holding companies and trusts linked substantially to one bank and one offshore company they apparently controlled -- Bank of Europe in Antigua and Alsace Lorraine Investment Services Ltd. in the British Virgin Islands. Utilizing these offshore vehicles, Banco Santos would encourage, and in some cases require, investors to deposit cash in favor of the Bank of Europe in Antigua as collateral for loans in Brazil. Eventually the scheme began to unravel, leading Banco Santos to take measures such as raising cash by selling junk bonds to the offshore vehicles. Millions of dollars (or reals) invested offshore were misappropriated by Ferreira, including spending on a lavish art collection valued in the tens of millions of dollars. In addition, Mr. Ferreira lives in a residence in Sao Paulo that he remodeled circa 2003-2004 at the expense of some US$60 million, which is owned by two of the Related Entities, whose shares in turn are owned by offshore vehicles. As a result of his complicity in the collapse of Banco Santos, Ferreira was charged by Brazil's federal police with financial crimes and money laundering, among other things. He was eventually convicted and sentenced to 21 years in prison. He remains out of prison on bail pending an appeal. Other persons associated with Banco Santos also were charged with crimes and convicted. On May 4, 2005, Banco Santos was placed into extra-judicial liquidation, which is a precursor to full bankruptcy under Brazilian law. On September 20, 2005, the Brazilian Court issued an Order converting the extra-judicial liquidation into a full, court-supervised bankruptcy, and also appointed the Trustee as Judicial Administrator of Banco Santos. The Banco Santos Proceeding remains pending and the Trustee is overseeing efforts to identify, locate, and capture assets belonging to the estate and the Related Parties. Today, the Estate of Banco Santos has 1,969 creditors and debts of about R$2.4 billions (around US$1.4 billion). The total of Banco Santos' proven assets recovered by the Trustee to date, however, is 900 million reals (approximately US$530 million). Based on the Trustee's investigation, information from the Brazilian investigators, and other sources, the Trustee believes that a significant amount of assets were diverted by Mr. Ferreira and/or others prior to the Central Bank's intervention. The Trustee desires to proceed with an investigation into the assets of Banco Santos and of the Related Entities, including, for example, as to assets that are in the U.S. or that were transferred through the U.S., as well as transactions involving Banco Santos and the Related Entities with persons or entities located in the U.S. The Chapter 15 petition estimates that the Debtor has assets of US$500 million to $1 billion and debts of more than US$1 billion. Gregory S. Grossman, Esq., in Miami, FL, represents the Trustee in the Chapter 15 case. The Trustee is also represented by: Astigarraga Davis, Esq. MULLINS & GROSSMAN P.A. 701 Brickell Avenue, 16th Floor Miami, Florida 33131 Tel: (305) 372-8282 Fax: (305) 372-8202 E-mail: ggrossman@astidavis.com edavis@astidavis.com BANCO SANTOS: Chapter 15 Case Summary ------------------------------------- Chapter 15 Petitioner: Vanio Cesar Pickler Aguiar c/o Astigarraga Davis 701 Brickell Avenue, 16th Floor Miami, FL 33131 Chapter 15 Debtor: Banco Santos Attn: Vanio Cesar Pickler Aguilar Rua D. Elisa Pereriera de Barros, 715 - Jd. Europa, CEP 01456-000 Sao Paulo, Brazil Chapter 15 Case No.: 10-47543 Chapter 15 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff About Banco Santos: Banco Santos was a prominent bank in Brazil, until events beginning around the end of 2004 eventually led to the bank being liquidated in 2005. On November 12, 2004, the Central Bank of Brazil felt compelled to intervene after it appeared that Banco Santos was facing insolvency due to an apparent deficit of hundreds of millions of reals (Brazil's currency). The insolvency was suspected to have been the result of unscrupulous dealings by Edemar Cid Ferreira, the former head of Banco Santos, as well as others of Banco Santos' officers and directors. Chapter 15 Petitioner's Counsel: Gregory S. Grossman, Esq. 701 Brickell Avenue, 16th Floor Miami, FL 33131 Tel: (305) 372-8282 E-mail: ggrossman@astidavis.com -- and -- Astigarraga Davis, Esq. MULLINS & GROSSMAN P.A. 701 Brickell Avenue, 16th Floor Miami, Florida 33131 Tel: (305) 372-8282 Fax: (305) 372-8202 E-mail: ggrossman@astidavis.com edavis@astidavis.com Estimated Assets: $500,000,001 to $1 billion Estimated Assets: More than $1 billion The Debtor did not file a list of creditors together with its petition. BART TRACY: Voluntary Chapter 11 Case Summary --------------------------------------------- Joint Debtors: Bart Tracy dba Royalties International, LLC Groundhog Technologies, LLC Hunter Capital and Investments, LLC 26813 153rd Street Court East Buckley, WA 98321 Bankruptcy Case No.: 10-50085 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: James A. Jones, Esq. TURNBULL & BORN PLLC 950 Pacific Avenue, Suite 1050 Tacoma, WA 98402 Tel: (253) 383-7058 E-mail: jjones@turnbullborn.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $0 to $50,000 The Joint debtors' did not file a list of creditors together with its petition. BEAZER HOMES: Sec. 382 Rights Agreement Shortened to 3 Years ------------------------------------------------------------ On December 6, 2010, Beazer Homes USA Inc. and American Stock Transfer & Trust Company LLC, as Rights Agent, entered into a First Amendment to its Section 382 Rights Agreement, dated as of November 12, 2010. The Amendment amends the Rights Agreement, generally as follows: * The expiration provisions are amended to clarify that the Rights Agreement will expire upon the earlier of: i) the date on which the Company's stockholders vote on, but do not approve the Rights Agreement, and ii) the first anniversary of the adoption of the Rights Agreement if stockholder approval has not been received by such date. In addition, the final expiration date of the Rights Agreement is shortened to three years, from November 12, 2020 to November 12, 2013. * The definitions of "Affiliate," "Associate," "Beneficial Owner," "Beneficial Ownership" and "beneficially own" are amended to generally conform such definitions to the meanings given to such terms in Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder. Prior to Amendment, such definitions were based on the meanings given to such terms under the Securities Exchange Act of 1934, as amended. * The Amendment adds a "Qualifying Offer" provision, and conforming changes, that exempts from the definition of an "Acquiring Person" under the Rights Agreement a person that beneficially owns at least a majority of the Company's common stock following the consummation of a "Qualified Offer." A "Qualified Offer" means an offer, determined by a majority of the members of the Board of Directors of the Company that are independent of the relevant offeror, to have each of the following characteristics with respect to the Company's common stock: i) a tender or exchange offer for all of the outstanding shares of the Company's common stock at the same per- share consideration; ii) an offer that has commenced within the meaning of Rule 14d-2(a) under the Exchange Act; iii) an offer that is conditioned on a minimum of at least a majority of the outstanding shares of the common stock being tendered and not withdrawn as of the offer's expiration date, which condition will not be waivable; iv) an offer pursuant to which the offeror has announced that it intends, as promptly as practicable upon successful completion of the offer, to consummate a second step transaction whereby all shares of the Company's common stock not tendered into the offer will be acquired using the same form and amount of consideration per share actually paid pursuant to the offer, subject to stockholders' statutory appraisal rights, if any; v) an offer pursuant to which the Company and its stockholders have received an irrevocable written commitment of the offeror that the offer will remain open for not less than 60 days; and vi) an offer at a per-share consideration, and on such other terms and conditions, that in each case are adequate and fair. An offer will constitute a Qualified Offer if and only for so long as each of the foregoing requirements in clauses (i) through (vi) remain satisfied, and if any such requirement will at any time thereafter fail to be satisfied such offer will no longer constitute a Qualified Offer. * Section 26 of the Rights Agreement is revised to clarify when amendments to the Rights Agreement may be made by the Board of Directors. A full-text copy of the First Amended Rights Agreement is available for free at http://ResearchArchives.com/t/s?70d2 About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." The Company's balance sheet at June 30, 2010, showed $1.95 billion in total assets, $1.50 billion in total liabilities, and stockholders' equity of $454.73 million. * * * Beazer carries (i) a "B-" issuer credit rating, with "stable" outlook, from Standard & Poor's, (ii) "Caa1" probability of default and long term corporate family ratings from Moody's, and (iii) 'B-' issuer default rating from Fitch Ratings. In May 2010, when it upgraded the ratings from 'CCC' to 'B-', Fitch noted that the Company has an improved capital structure as a result of the completed $447.6 million equity and debt offering. Net proceeds from the offering will be used to fund debt repurchases. Following these proposed debt redemptions, Beazer will not have any major debt maturities until November 2013, when $164 million of senior notes become due. Nevertheless, the company will continue to have a substantial debt position and high leverage following these transactions. Standard & Poor's Ratings Services assigned its 'CCC' credit rating and its '6' recovery rating to Beazer Homes USA Inc.'s proposed $200 million senior notes due 2019. The '6' recovery rating reflects S&P's expectation for negligible (0%-10%) recovery in the event of default. Fitch Ratings expects to assign a 'B-/RR4' rating to Beazer Homes USA, Inc.'s proposed offering of $200 million of senior unsecured notes due 2019. The company intends to use the net proceeds from this offering to fund or replenish cash that has been used to fund the prior redemption or repurchase of its outstanding senior notes. Additionally, following the completion of the proposed notes offering, the company expects to issue a notice for the redemption in full of its outstanding 6.5% senior notes due 2013, although no specific date for the redemption has been established. Moody's Investors Service assigned a Caa2 rating to Beazer Homes' proposed $200 million senior unsecured notes offering due May 2019. The proceeds from the notes offering will be used to replenish the cash that was used previously to repurchase outstanding senior notes. All other ratings, including Caa1 corporate family rating, Caa1 probability of default rating, B1 rating for senior secured debt, Caa2 rating for senior unsecured debt, and SGL-3 speculative grade liquidity rating, were affirmed. The rating outlook is stable. BENNION COVE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Bennion Cove, LLC 2389 Bonanza Court South Jordan, UT 84095 Bankruptcy Case No.: 10-37067 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Kenneth L. Cannon, II, Esq. DURHAM JONES & PINEGAR 111 East Broadway, Suite 900 P.O. Box 4050 Salt Lake City, UT 84110-4050 Tel: (801) 415-3000 Fax: (801) 415-3500 E-mail: kcannon@djplaw.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 Ronald H. Thorne, manager. BERNARD L MADOFF: Trustee Seeks $900MM From Avellino and Bienes --------------------------------------------------------------- Irving H. Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC, on December 10 announced the filing of a complaint against Frank Avellino, Michael Bienes, their wives, son Thomas Avellino, as well as other family members, and family-controlled trusts and entities. The Trustee seeks to recover more than $900 million that the defendants withdrew from BLMIS during times they knew or should have known that BLMIS was operating fraudulently. All monies recovered will be deposited in the Customer Fund for equitable distribution to BLMIS customers with valid claims. "Frank Avellino and Michael Bienes are among the earliest enablers of Bernard Madoff's," said Mr. Picard. "They operated BLMIS's first feeder fund, a partnership known as Avellino & Bienes, which not only fueled the initial growth of the Ponzi scheme, but also helped sustain it for years." "Avellino and Bienes were both CPAs, professionals who were trained to spot fraud and obligated to report it. Avellino and Bienes -- as well as their wives and Avellino's son, Thomas -- observed blatant and obvious red flags which would have put a reasonable person, let alone licensed CPAs, on clear notice that BLMIS was operating fraudulently," said David J. Sheehan, counsel to the Trustee and partner at Baker & Hostetler. "However, instead of reporting the Madoff fraud, they enthusiastically supported it, lied to the SEC to cover it up and, for their help, were rewarded with millions of dollars of other people's money." According to the complaint, Messrs. Avellino and Bienes observed flagrant signs of fraud for years, but consistently and falsely represented to investors that Madoff was a legitimate investment professional. As early as 1992, while under investigation by the SEC themselves, Messrs. Avellino and Bienes knew that BLMIS had created a phony account with backdated statements detailing fabricated trades. The purpose of the phony account with millions of dollars in fictitious value was to conceal a multi-million- dollar shortfall between what Messrs. Avellino & Bienes owed its investors and the purported balances of its BLMIS accounts. Rather than expose the creation of this fraud, Messrs. Avellino and Bienes lied under oath in SEC testimony to cover it up, playing along with Mr. Madoff so they could continue to enrich themselves at the expense of others and continue living their lavish lifestyle. Even after the SEC shut down Messrs. Avellino & Bienes through a federal court injunction, Messrs. Avellino and Bienes, Mrs. Avellino, Mrs. Bienes, and later Thomas Avellino, continued to funnel millions of dollars of investment funds to BLMIS to enrich themselves from Mr. Madoff's fraud. The defendants also set up a multitude of entities and trusts to benefit themselves and a number of their close relatives: brothers and sisters, in-laws, nieces and nephews, and grandchildren. After the SEC's injunction, in order to prevent the collapse of the Ponzi scheme, Madoff agreed to make fraudulent side payments to Messrs. Avellino and Bienes based upon amounts that former Messrs. Avellino & Bienes investors reinvested directly with BLMIS. The fraudulent side payments were made through blatantly fictitious options transactions inserted into customer statements for BLMIS accounts they controlled. Mr. Avellino and his wife purchased multi-million-dollar homes in exclusive areas of Manhattan, Nantucket, and Palm Beach, some of which were adorned with valuable artwork from famous artists and sculptors, such as Pablo Picasso and Edgar Degas. Thomas Avellino, who had no significant employment history and little or no experience as an investment professional, owned a Florida penthouse and a million-dollar home in Monmouth, New Jersey. The Bieneses owned homes in California, New York, Florida, and London. "Avellino and Bienes spent the vast majority of their professional careers recruiting investors and funneling money to Madoff so they could profit for decades from implausibly steady and guaranteed returns from BLMIS," said Jimmy Fokas, a partner at Baker & Hostetler. "Avellino, Bienes, Mrs. Avellino, Mrs. Bienes, Thomas Avellino and entities they controlled knew or should have known that the uninterrupted returns they enjoyed for decades and the blatantly fictitious trades reflected in their BLMIS accounts were the product of fraud." In addition to Mr. Sheehan and Mr. Fokas, the trustee acknowledges the contributions of the following Baker & Hostetler attorneys who worked on this extensive filing: Jonathan R. Barr, Adam J. Smith, Christy Nixon and Elizabeth Urda. 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 from lawsuits or settlements. BERNARD L MADOFF: More Than $50-Bil. Sought in Clawback Suits ------------------------------------------------------------- Bloomberg News reports that Irving H. Picard, trustee for Bernard L. Madoff Investment Securities LLC, filed more than $50 billion in clawback suits, aiming to increase recoveries by victims of Bernard Madoff's Ponzi scheme, the biggest in U.S. history. According to the report, Mr. Picard has filed hundreds of lawsuits against banks, feeder funds, investors and others alleged to have profited from Mr. Madoff's decades-long crime. The deadline for Mr. Picard to file claims expired December 11, the two-year anniversary of Mr. Madoff's arrest. So far, Mr. Picard has recovered about $2.5 billion. 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 from lawsuits or settlements. BERNARD L MADOFF: Will Not Attend Son's Funeral ----------------------------------------------- The Wall Street Journal's Aaron Lucchetti, Sean Gardiner and Michael Rothfeld report that Ira Sorkin, Esq., Bernard Madoff's lawyer, said in an interview that Mr. Madoff will be staging a "private service" at his North Carolina prison in memory of his son Mark Madoff. The Troubled Company Reporter on Monday reported about Mark's death. The Journal relates details about funeral arrangements for the younger Mr. Madoff, who committed suicide Saturday, were still unclear Monday. His body remained in the New York City morgue Monday evening, according to a spokeswoman for the city medical examiner. Meanwhile, Dow Jones Newswires' Chad Bray reports that a Manhattan judge on Monday held that Annette Bongiorno, 62, a longtime "back office" employee of Mr. Madoff can remain under home incarceration in Florida for now, but the "window is closing" for her to satisfy the court regarding her bail. U.S. District Judge Laura Taylor extended the current conditions of her bail through Thursday, but said she's not comfortable with continuing them much longer. Another hearing has been scheduled for Wednesday afternoon. Federal prosecutors in Manhattan have accused Ms. Bongiorno of playing a key role in deceiving investors and regulators and helping prop up Mr. Madoff's decades-long fraud. She was indicted in November, long with JoAnn Crupi, another longtime Madoff back office employee. They have denied wrongdoing. Bail was set at $5 million last month, to be secured by $2 million in cash and property. Dow Jones relates Ms. Bongiorno's lawyers said she has had trouble finding co-signers with enough means to cover the entire bond and the negative press surrounding the case had made it difficult to locate co-signers. Her lawyers have until Wednesday to provide prosecutors with information regarding three additional co-signers for her bond. Dow Jones further reports that prosecutors said on Monday that Ms. Bongiorno hasn't accounted for all of the money she received from Mr. Madoff's firm, which she joined in 1968. Prosecutors claim all of the money she received from Mr. Madoff's firm was attributable to the fraud. 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. BLUEKNIGHT ENERGY: Charlesbank Execs. File Form 3s with SEC ----------------------------------------------------------- Michael R. Eisenson, and Jon Biotti, members of the Board of Directors of Blueknight Energy Partners G.P., L.L.C., the general partner of Blueknight Energy Partners, L.P. ("BKEP"), each recently filed with the Securities and Exchange Commission an Initial Statement Of Beneficial Ownership Of Securities under Form 3. Pursuant to the Global Transaction Agreement dated October 25, 2010, by and among BKEP, Blueknight Energy Partners G.P., L.L.C., the general partner of BKEP, Blueknight Energy Holding, Inc. and CB-Blueknight, LLC, Charlesbank Holding purchased 10,769,231 Series A Preferred Units of BKEP for $6.50 per Preferred Unit. Also pursuant to the Global Transaction Agreement, BKEP issued to Charlesbank Holding a Convertible Subordinated Debenture in exchange for $25 million. The conversion price for the Preferred Units will be an amount equal to (i) the sum of $6.50, divided by (ii) an amount equal to (a) in the event the Unitholder Meeting occurs prior to December 31, 2011, the volume-weighted average trading price per Common Unit during the 20 consecutive trading days ending on the tenth trading day after the date of the Unitholder Meeting or (b) in the event the Unitholder Meeting does not occur prior to December 31, 2011, the volume-weighted average trading price per Common Unit during the 20 consecutive trading days ending on the tenth trading day after December 31, 2011; provided, however, that in either case the Conversion Price will be no greater than $6.50 and no lower than $5.50. The Preferred Units are convertible in whole or in part into Common Units at the holder's election at any time after the earlier of (i) the second business day following the record date for the Special Distribution or (ii) the eleventh business day following December 31, 2011, subject to certain conditions being met. Michael R. Eisenson serves as the Chief Executive Officer and a managing director of Charlesbank Capital Partners, LLC, while Jon Biotti serves as a managing director of Charlesbank Capital Partners, LLC. Charlesbank Capital Partners, LLC is the investment adviser to certain entities that serve as members of Charlesbank Holding. Messrs. Eisenson and Biotti disclaim beneficial ownership of the securities held by Charlesbank Holding, except to the extent of their pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934. If not otherwise redeemed, the Convertible Debenture will mature on December 31, 2011 and, on such date, all outstanding principal and any accrued and unpaid interest will automatically convert into Preferred Units. The number of Preferred Units issuable on conversion of the Convertible Debenture will be an amount equal to (i) the sum of the outstanding principal and any accrued and unpaid interest being converted, divided by (ii) 6.50. Messrs. Eisenson and Biotti are members of the Board of Directors of Blueknight Energy Partners G.P., L.L.C., the general partner of Blueknight Energy Partners, L.P. Messrs. Eisenson and Biotti became members of the Board of Directors of the GP in connection with a transaction between Blueknight Energy Holding, Inc. and CB- Blueknight, LLC. About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. It provides services for the customers, and its only inventory consists of pipeline linefill and tank bottoms necessary to operate the assets. It has three operating segments: crude oil terminalling and storage services, crude oil gathering and transportation services, and asphalt services. On October 25, 2010, BKEP announced agreement for an affiliate of Charlesbank Capital Partners, LLC, to purchase from Vitol Holding B.V. 50% of the membership interests in the entity that controls BKEP's general partner. The change in control was consummated November 12, 2010. The Company's balance sheet at Sept. 30, 2010, showed $295.96 million in total assets, $444.02 million in current liabilities, $4.69 million in long-term payable to related parties, and a partners' deficit of $152.75 million. * * * PricewaterhouseCoopers LLP, in Tulsa, Okla., in its report on the Partnership's financial statements for the year ended December 31, 2009, expressed substantial doubt about its ability to continue as a going concern. The independent auditors noted that the Partnership has substantial long-term debt, a deficit in partners' capital, and significant litigation uncertainties. BLUFFDALE MAYNARD: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Bluffdale Maynard, LLC 2389 Bonanza Court South Jordan, UT 84095 Bankruptcy Case No.: 10-37068 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Kenneth L. Cannon, II, Esq. DURHAM JONES & PINEGAR 111 East Broadway, Suite 900 P.O. Box 4050 Salt Lake City, UT 84110-4050 Tel: (801) 415-3000 Fax: (801) 415-3500 E-mail: kcannon@djplaw.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 Ronald H. Thorne, manager. C&D TECHNOLOGIES: Votes for Exchange, Prepack Extended to Dec. 20 ----------------------------------------------------------------- C&D Technologies, Inc. has adjourned a special meeting of stockholders, which had been called in order to approve the exchange offers for its outstanding 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 in exchange for shares of the Company's common stock and certain amendments to the Company's certificate of incorporation in connection with the exchange offers until 3:00 PM EST on Monday, December 20, 2010 at the corporate offices of C&D located at 1400 Union Meeting Road, Blue Bell, Pennsylvania. Peter Key, writing for Philadelphia Business Journal, reports that C&D Technologies Inc. was forced to adjourn the special meeting of shareholders it had called for Monday because it didn't have enough shareholders represented, in person or by proxy, for a quorum. Dr Jeffrey Graves, President and Chief Executive Officer, said "the special meeting previously scheduled in connection with our financial restructuring was adjourned today to provide additional time to secure a quorum for the meeting. Given the voting timeline for the exchange was very compressed, an adjournment of the meeting to provide our stockholders additional time to submit their votes was considered the appropriate course of action." The proposals to be voted on by the stockholders of the Company at the adjourned special meeting are more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 30, 2010. Stockholders of record at the close of business on October18, 2010 will be entitled to notice of and to vote at the meeting. Instructions for how to vote by proxy at the meeting, even if a stockholder is unable to attend the meeting, are included in the definitive proxy statement. The company's board of directors recommends a vote in favor of each proposal included in the definitive proxy statement. Stockholders that have any questions or need assistance in voting their shares should call MacKenzie Partners, Inc., the Company's proxy solicitor, toll-free at (800) 322-2885 or collect at (212) 929-5500. Additionally, the Company has extended the expiration time of the exchange offers and the solicitation period for acceptances under the prepackaged plan of reorganization until 11:59 PM EST on Monday, December 20, 2010. Validly tendered Notes may be validly withdrawn at any time prior to the expiration time. The exchange offers are subject to and described more fully in the Company's effective Registration Statement on Form S-4 filed with the SEC on November 30, 2010. Solicitation Participants C&D Technologies and its directors, executive officers and certain other members of management and employees may be soliciting proxies from its stockholders in favor of the proposals to be voted on at the special stockholder meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the C&D stockholders in connection with the exchange offer are set forth in the definitive proxy statement filed with the SEC on November 30, 2010. You can find information about C&D's executive officers and directors in its definitive proxy statement filed with the SEC on May 7, 2010. Out-of-Court Debt Restructuring As reported by the Troubled Company Reporter on December 7, 2010, roughly 95.56% of C&D Technologies' outstanding 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 have been validly tendered and not validly withdrawn as of 5:00 PM Eastern Standard Time on December 2, 2010, in its outstanding exchange offers. Assuming that none of the Notes which have been validly tendered as of 5:00 PM Eastern Standard Time on December 2, 2010 are validly withdrawn, the minimum tender condition of the exchange offers will be satisfied. The Company is seeking to exchange the Notes for up to 95% of the outstanding shares of the Company's common stock in the aggregate following consummation of the exchange offers. Following the consummation of the exchange offers, the existing stockholders of the Company would hold at least 5% of the outstanding shares of the Common Stock, up to a maximum of 9.75% of the outstanding shares of the Common Stock. As reported by the TCR, the exchange offers provide an out-of- court method of restructuring the Company's indebtedness to address imminent debt repayment obligations and liquidity issues. If the exchange offers are not consummated, as a result of any of the conditions thereto not being satisfied, the Company will be unable to repay its current indebtedness from cash on hand or other assets. The Company is simultaneously soliciting holders of the Notes and the existing holders of Common Stock to approve a prepackaged plan of reorganization as an alternative to the exchange offer. As noted above, if the restructuring is accomplished through the exchange offers, the holders of Notes will receive their pro rata share of up to 95% of the outstanding shares of Common Stock following the consummation of the exchange offers and the existing stockholders of the Company will hold at least 5%, and up to 9.75% of the outstanding shares of Common Stock following the consummation of the exchange offers. If the restructuring is accomplished through the prepackaged plan of reorganization, 100% of the Notes, plus all accrued and unpaid interest, will be cancelled, and holders of Notes will receive their pro rata share of either (i) 95% of the common stock of the Company issued under the prepackaged plan, if the Shareholder Exchange Consent is obtained or (ii) 97.5% of the New Common Stock, subject to dilution by any issuance made pursuant to certain shareholder warrants to purchase 5.0% of the Common Stock, if the Shareholder Exchange Consent is not obtained. If the restructuring is accomplished through the prepackaged plan of reorganization, 100% of the Common Stock will be cancelled, and holders of Common Stock will receive their pro rata share of either (i) 5% of the New Common Stock, if the Company's stockholders approve the Shareholder Exchange Consent or (ii) (x) 2.5% of the New Common Stock and (y) Shareholder Warrants, if the Company's stockholders do not approve the Shareholder Exchange Consent. Stockholders that have any questions or need assistance in voting their shares should call MacKenzie Partners, Inc., the Company's proxy solicitor, toll-free at (800) 322-2885 or collect at (212) 929-5500. Missed Interest Payments As reported by the TCR on November 2, 2010, C&D Technologies has elected not to make a semi-annual interest payment due on its 5.25% Convertible Senior Notes due 2025 on November 1, 2010. The decision was made in light of the Company's October 21, 2010 announcement of its plan to implement a restructuring of its indebtedness pursuant to the exchange offer. The Company believes that while the Exchange Offer is pending, the prudent course of action is to preserve liquidity to support the Company's business and operations during the Restructuring. The Company expects to continue to manufacture its products and service its customers in the normal course. A semi-annual interest payment on the Company's 5.50% Senior Notes due 2026 became due on November 15, 2010. The Company had said it would also elect not to pay interest due on the 5.50% Notes. About C&D Technologies Based in Blue Bell, Pennsylvania, C&D Technologies, Inc. (NYSE: CHP) -- http://www.cdtechno.com/-- engineers, manufactures, sells and services fully integrated reserve power systems for regulating and monitoring power flow and providing backup power in the event of primary power loss until the primary source can be restored. The Company's balance sheet at July 31, 2010, showed $239.4 million in assets, $251.1 million in total liabilities, and a stockholders' deficit of $11.7 million. * * * In its Form 10-Q for the quarter ended July 31, 2010, the Company said its cumulative losses, substantial indebtedness and likely future inability to comply with certain covenants in the agreements governing its indebtedness, including among others, covenants related to continued listing on a national automated stock exchange and future EBITDA requirements, and in addition, its current liquidity situation, raise substantial doubt as to its ability to continue as a going concern for a period longer than 12 months from July 31, 2010. C&D TECHNOLOGIES: Incurs $6.3 Million Net Loss in Oct. 31 Quarter ----------------------------------------------------------------- C&D Technologies, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $6.27 million on $87.62 million of net sales for the three months ended October 31, 2010, compared with a net loss of $3.48 million on $91.21 million of net sales for the same period ended October 31, 2009. The Company's balance sheet at October 31, 2010, showed $250.37 million in assets, $265.79 million in total liabilities, and a stockholders' deficit of $15.42 million. "The Company's cumulative losses, substantial indebtedness and likely future inability to comply with certain covenants in the agreements governing its indebtedness, including among others, covenants related to continued listing on a national automated stock exchange and future EBITDA requirements, in addition to its current liquidity situation, raise substantial doubt as to the Company's ability to continue as a going concern for a period longer than twelve months from October 31, 2010," the Company said in the filing. On November 1, 2010, the Company announced that it has elected not to make the semi-annual interest payment due on the 2005 Notes on November 1, 2010. The decision was made in light of the Company's October 21, 2010 announcement of its plan to implement a restructuring of its indebtedness pursuant to offers to separately exchange (the "Exchange Offer") all of its outstanding 2005 Notes and 2006 Notes for up to 95% of the shares of the Company's common stock, in the aggregate, which provides that if the Exchange Offer is consummated, all outstanding principal of, plus accrued unpaid interest on, properly tendered Notes will be included in the calculation of each holder's pro rata share of the Company's common stock to be issued to holders of Notes. A semi-annual interest payment on the 2006 Notes became due on November 15, 2010. The Company further elected not to pay interest due on the 2006 Notes. "If we are not able to complete the restructuring or obtain additional financing on a timely basis, we may be forced to declare bankruptcy," the Company warned. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?70da About C&D Technologies C&D Technologies, Inc. (NYSE: CHP) -- http://www.cdtechno.com/-- provides solutions and services for the switchgear and control (utility), telecommunications, and uninterruptible power supply (UPS), as well as emerging markets such as solar power. C&D Technologies is headquartered in Blue Bell, Pennsylvania. CABLEVISION SYSTEMS: Dolan Family Hiked Stake to 12.8% ------------------------------------------------------ In an amended Schedule 13D filing with the Securities and Exchange Commission on November 19, 2010, Charles F. Dolan, chairman of the board of directors of Cablevision Systems Corp., says that he beneficially owns 35,575,733 shares of Cablevision NY Group Class A Common Stock representing 12.8% of the shares outstanding. In its previous SC 13D filed January 15, 2010, the Dolan family disclosed a 10.2% stake in Cablevision Systems. Mr. Dolan filed the 13D individually and as trustee of the Charles F. Dolan 2008 Grantor Retained Annuity Trust #2, the Charles F. Dolan 2009 Grantor Retained Annuity Trust #1, the Charles F. Dolan 2009 Grantor Retained Annuity Trust #2, the Charles F. Dolan 2009 Grantor Retained Annuity Trust #3, the Charles F. Dolan 2010 Grantor Retained Annuity Trust #1, the Charles F. Dolan 2010 Grantor Retained Annuity Trust #6C, the Charles F. Dolan 2010 Grantor Retained Annuity Trust #7C, the Charles F. Dolan 2010 Grantor Retained Annuity Trust #8C and the Charles F. Dolan 2009 Revocable Trust. In the most recent 13D, filed November 18, 2010, other members of the Dolan family also disclosed beneficial ownership of Cablevision System shares: Shares Equity Beneficially Owned Stake ------------------ ------ Helen A. Dolan 35,575,733 12.8% James L. Dolan 5,949,892 2.4% Thomas C. Dolan 4,051,949 1.6% Patrick F. Dolan 3,899,342 1.5% Kathleen M. Dolan 23,172,648 8.7% Marianne Dolan Weber 3,797,864 1.5% Deborah A. Dolan-Sweeney 4,027,638 1.6% Lawrence J. Dolan 7,814,110 3.1% David M. Dolan 9,047,704 3.6% Paul J. Dolan 8,136,196 3.2% Matthew J. Dolan 7,630,396 3.0% Mary S. Dolan 7,648,486 3.0% Charles F. Dolan Children Trust FBO Kathleen M. Dolan 3,867,380 1.6% Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney 3,867,380 1.6% Charles F. Dolan Children Trust FBO Marianne Dolan Weber 3,754,664 1.5% Charles F. Dolan Children Trust FBO Patrick F. Dolan 3,735,519 1.5% Charles F. Dolan Chidlren Trust FBO Thomas C. Dolan 3,867,381 1.6% Chalres F. Dolan Children Trust FBO James L. Dolan 3,867,381 1.6% Charles F. Dolan 2009 Family Trust FBO James L. Dolan 1,534,185 0.6% Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan 1,534,185 0.6% Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan 1,206,185 0.5% Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan 1,234,185 0.5% Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber 1,486,185 0.6% Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney 814,185 0.3% Ryan Dolan 1989 Trust 60,627 0.0% Charles Dolan 1989 Trust 60,627 0.0% Tara Dolan 1989 Trust 60,627 0.0% Charles F. Dolan 2010 Grantor Retained Annuity Trust #6C 5,197,939 2.1% Charles F. Dolan 2010 Grantor Retained Annuity Trust #7C 4,944,961 2.0% Charles F. Dolan 2010 Grantor Retained Annuity Trust #8C 4,364,659 1.7% Helen A. Dolan 2010 Grantor Retained Annuity Trust #6C 2,739,750 1.1% Helen A. Dolan 2010 Grantor Retained Annuity Trust #7C 2,661,750 1.1% Helen A. Dolan 2010 Grantor Retained Annuity Trust #8C 2,398,500 1.0% As of October 29, 2010, there were 245,693,853 shares of Cablevision NY Group Class A Common Stock and 54,354,251 Cablevision NY Group Class B Common Stock outstanding. Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclosed in a Form 3 filing with the Securities and Exchange Commission on November 19, 2010, that it beneficially owns 191,456 shares of Cablevision NY Group Class A Common Stock non-derivative securities and 3,675,924 shares of Cablevision NY Group Class B Common Stock derivative securities. A copy of the filing is available for free at http://ResearchArchives.com/t/s?70bb Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclosed in a separate Form 3 filing that it beneficially owns 53,181 shares of Cablevision NY Group Class A Common Stock non-derivative securities and 1,181,004 Cablevision NY Group Class B Common Stock derivative securities. A copy of the filing is available for free at http://ResearchArchives.com/t/s?70bc Helen A. Dolan 2010 Grantor Retained Annuity Trust #6C disclosed that it beneficially owns 2,739,750 shares of Cablevision NY Group Class B Common Stock derivative securities of Cablevision Systems Corp. A copy of the filing is available for free at: http://ResearchArchives.com/t/s?70bd Charles F. Dolan 2010 Grantor Retained Annuity Trust #6C disclosed that it beneficially owns 5,197,939 shares of Cablevision NY Group Class B Common Stock derivative securities. A copy of the filing is available for free at http://ResearchArchives.com/t/s?70be About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corporation is predominantly a domestic cable TV multiple system operator serving around 3.1 million subscribers in and around the New York metropolitan area. Among other entertainment-and media- related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. The Company's balance sheet at June 30, 2010, showed $7.63 billion in total assets, $13.81 billion in total liabilities, and a stockholders' deficit $6.19 billion. Cablevision carries a 'Ba2' long term corporate family rating from Moody's and 'BB' issuer credit ratings from Standard & Poor's. Moody's Investors Service said in November 2010 that Cablevision's Ba2 Corporate Family Rating and SGL1 rating, along with ratings of company's subsidiaries including CSC Holdings, LLC and Newsday, LLC, will not be affected by the potential leveraged spin-off of Rainbow Media Holdings, LLC to the firm's shareholders. At this time the impact to Rainbow National Services, LLC's (Rainbow) Ba2 CFR and SGL1 ratings are uncertain, pending the proposed structure of the debt financing and impact on leverage. CADMUS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Cadmus Construction, Inc. 8034 Camino Predera Rancho Cucamonga, CA 91730 Bankruptcy Case No.: 10-49763 Chapter 11 Petition Date: December 10, 2010 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Meredith A. Jury Debtor's Counsel: Jeffrey W. Broker, Esq. BROKER & ASSOCIATES PC 18191 Von Karman Ave, Ste.470 Irvine, CA 92612-7114 Tel: (949) 222-2000 Fax: (949) 222-2022 E-mail: jbroker@brokerlaw.biz 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/cacb10-49763.pdf The petition was signed by Paul Bardos, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Paul Phillip Bardos 10-41455 09/29/10 CALPINE CORPORATION: Moody's Assigns 'B1' Rating to New Loan ------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Calpine Corporation's new senior secured revolving bank facility due December 2015. Calpine's rating outlook is stable. Concurrent with this rating assignment, Moody's affirmed Calpine's speculative grade liquidity rating at SGL-2. Ratings Rationale Calpine's B1 Corporate Family Rating reflects a financial profile which has exhibited good improvement over the past few years and Moody's expectations for additional strengthening in cash flow and earnings following the July 1st purchase of Conectiv Energy's generation assets. The rating also considers actions taken by the company to produce more predictable cash flow and earnings over the intermediate term through the pursuit of multi-year contracted power sale projects and bilateral arrangements. The rating considers the company's hedging strategy, a more favorable exposure to increasingly stringent environmental mandates, and the sustained operating performance of the reasonably young generation fleet. At 12 months ending September 30, 2010, Moody's calculates the ratio of Calpine's cash flow to debt at 8.2%, its cash flow coverage of interest at 1.9x and its free cash flow to debt at 7.0%. Moody's believes that future financial performance will position the company's CFR reasonably well as a strong "B" rated unregulated wholesale power company. The B1 (LGD4, 50%) rating for the new secured revolver incorporates the fact that all of the Calpine corporate debt is first lien debt. As such, the secured first lien debt should carry the same rating as the company's CFR, consistent with Moody's Loss Given Default methodology. The new $1 billion senior secured bank facility replaces the existing $1 billion senior secured bank facility, and matures on December 10, 2015, an extension of approximately 22 months. The collateral securing the new revolver consists of a first priority lien on a material percentage of all of Calpine's assets, including equity in subsidiaries of Calpine and the guarantors to the extent permitted by existing contractual arrangements. Key components of the collateral package include a direct first lien on the Geysers, a 725 MW base load geothermal collection of plants in California, as well as a first lien on twenty natural gas-fired power generation facilities with a combined capacity of 11,296 MW located throughout the US. The collateral package also includes a first lien on the equity interests in virtually all of the remaining plants with 15,469 MW of generation capacity. The new revolving credit facility will have financial covenants that require 1.5x minimum coverage of consolidated interest expense and limits the amount of consolidated net debt relative to consolidated EBITDA to 7.0x. The new revolving credit facility lenders share pari-passu in this collateral package with existing lenders in the company's secured term loan, rated B1 (approximately $1.164 billion remains outstanding), and with existing holders of $4.7 billion in secured notes, also rated B1. Moody's observes that while the collateral securing the new revolver, the secured term loan and the secured notes remain largely unchanged, the terms of the new revolver provide Calpine with incremental financial flexibility. For example, the new revolver no longer places a limit on the amount of capital expenditures incurred each year nor does it have any limitations on restricted payments. In addition, the new revolver permits the removal of first lien debt guarantors, as long as the net tangible assets of the remaining guarantors equal 166% of the total first lien debt (CNTA ratio). Moody's observes that the CNTA ratio also exists in the company's most recent bond indenture as an incurrence test. Moody's further observes that while the first lien secured creditors share in the collateral on a pari-passu basis, note holders will continue to have limits placed on their voting rights in certain circumstances until such time as the new revolver or the existing term loan has been reduced to less than $500 million. Moody's expects Calpine to refinance the remaining $1.164 billion in term loans with secured notes at some future point thereby making the new revolver the operative agreement for all first lien secured creditors. The SGL-2 liquidity rating reflects Moody's view that Calpine will have good liquidity over the next 12 months based upon internal cash flow generation, balance sheet liquidity, and headroom under the company's covenants. Moody's calculates Calpine's annual free cash flow of around $500 million for 2010 and around $400 million for 2011. At September 30, 2010, Calpine had unrestricted cash of $914 million, and with the net proceeds from the Rocky Mountain and Blue Spruce assets sales to PS Colorado and the December 8th sale of a 25% interest in the Freestone plant, Moody's believes that unrestricted cash on hand at year-end will exceed $1.0 billion. With the closing of the new credit facility, Calpine will have access to a $1 billion secured revolver to December 2015, of which $740 million is available based on the $260 million of letters of credit being issued under the facility at September 30, 2010. Moody's expects the company to be able to satisfy its project level maturing debt requirements over the next 12 months from internal sources, and expects the company to remain comfortably in compliance with the financial covenants in its credit facilities. With respect to other forms of liquidity, virtually all of the company's assets are pledged to creditors under either project level subsidiary agreements or under the company's first lien credit agreements. However, the value ascribed to the Rocky Mountain, Blue Spruce, and Freestone transactions supports Moody's view that Calpine's highly efficient fleet of natural-gas fired generation could provide a meaningful source of future alternate liquidity for the company. The stable rating outlook reflects Moody's expectation for continued execution of the company's strategy through strong plant performance and a carefully managed hedging strategy which is expected to result in free cash flow generation helping to facilitate consolidated debt reduction. In light of the May 2010 rating upgrade, limited prospects exist for the CFR to be upgraded in the near-term. Nevertheless, Calpine's CFR could be upgraded if the company's ratio of free cash flow to debt reaches the high single digits, its cash flow to debt exceeds 12%, and cash coverage of interest expense is above 2.3x on a sustainable basis. The rating could be downgraded if the company is unable to successfully execute on its business plan focused around free cash flow generation helping to facilitate consolidated debt reduction. Specifically, Calpine's CFR could be downgraded if the company's cash flow to debt drops below 7%, and its cash coverage of interest expense falls below 1.8x. Headquartered in Houston, Texas, Calpine is a major U.S. independent power company that owns 91 operating power plants with an aggregate generation capacity of approximately 27,500 megawatts. For the 12 months ending September 30, 2010, Calpine had operating revenues of $6.7 billion. CANNON RANCH: 37% Owner Wants Chapter 11 Case Dismissed ------------------------------------------------------- Professional Land Development asks the U.S. Bankruptcy Court for the Middle District of Florida to dismiss the Chapter 11 case of Cannon Ranch, LLC. Professional Land, a member of the Debtor, holds a 37% interest in the Company. As reported in the TCR on October 1, 2010, Cannon Ranch's Chapter 11 petition was signed by Lee E. Newell, president of New Cities Land Company, Inc., manager and member. In its motion for dismissal, Professional Land explains that it never gave written authorization to file the Chapter 11 case and pursuant to the management agreement of the Debtor, a decision to file bankruptcy must be supported by 67% interest in the Company. Professional Land is represented by: Malka Isaak, Esq. 6014 US Highway 19, Suite 305 New Port Richey, FL 34652 Tel: (727) 849-3328 Fax: (727) 846-7687 Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11 bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10- 23503). Jennis & Bowen, P.L., serves as the Debtor's bankruptcy counsel. The Debtor disclosed $8,000,000 in assets and $19,697,610 in liabilities as of the Chapter 11 filing. Affiliate Professional Land Development, LLC, filed a separate Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No. 10-02569). Professional Land disclosed $8,579,441 in assets and $32,771,025 in liabilities as of the Chapter 11 filing. The petition was signed by Gregory D. Bennett, the Company's managing member. CANNON RANCH: Plan Payments Will be Funded by DEVCO Builders ------------------------------------------------------------ The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida will convene a hearing on January 13, 2010, at 3:30 p.m., to consider confirmation of Cannon Ranch, LLC's proposed Plan of Reorganization. Objections, if any, are due seven days before the date of the confirmation hearing. Written ballots accepting or rejecting the Plan are due eight days prior to the hearing date. According to the Disclosure Statement, the Debtor must facilitate the Plan through the sale of all of its assets. After the sale, the Debtor will be dissolved. The Plan will be funded as: 1) secured creditors will be paid by DEVCO Builders LLC, buyer for Cannon Ranch's assets. 2) dividends to non-insider unsecured creditors will be paid by Devco. Under the Plan, Comerica Bank will be paid by Devco the amount of $6,200,000 in full satisfaction of its claim and the release of its liens on the property. Mechanics' Lien Claims will be treated under Class 5 General Unsecured Claims. Non-Insider Unsecured Creditors will receive a 5% dividend from Devco. Based upon their allowed claims in full satisfaction of their claim against the Debtor, within 30 days of the date that their claim is allowed or within 30 days of the deadline to object to a claim if no objection had been filed. The deadline to make payment of an allowed claim will be extended if an appeal of an order allowing a claim is filed. The period will be extended until 30 days after resolution of an appeal. Bates Properties, Inc., and New Cities Land Company, Inc., will pay in part or in full, over time, the claims of these claimants, to the extent there is any claim due and owing: a. DMS Golf, DMS East, DMS Lake b. Brickelmyer Smoker c. Ferrella Braun d. Ferguson e. Heidt f. Johnson, Pope g. Tetra Rouge h. Stearns Weaver Any claimant receiving funds from BPI and or NCLC, will not partake in the 5% allotted to all unsecured creditors in Class 5 but, will receive 5% minimum before 90 days after the close. Proponents have filed a plan and disclosure statement in the Chapter 11 case of Professional Land Development, LLC, and have proposed a 5% dividend to the unsecured creditors. Some of the unsecured creditors have identical claims in this case and the Professional Land Development, LLC case. These creditors will be allowed a claim only in one case and total recovery in the two cases together, may not exceed 5%. No distributions will be made to Class 6 Insider, Subordinated or Disputed Unsecured Claims. The Debtor, NCLC, BPI, and Professional Land Development, LLC, and their respective principals will execute mutual general releases of any and all claims of any nature, conditioned on the occurrence of the effective date. About Cannon Ranch, LLC Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11 bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10- 23503). Jennis & Bowen, P.L., serves as the Debtor's bankruptcy counsel. The Debtor disclosed $8,000,000 in assets and $19,697,610 in liabilities as of the Chapter 11 filing. Affiliate Professional Land Development, LLC, filed a separate Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No. 10-02569). Professional Land disclosed $8,579,441 in assets and $32,771,025 in liabilities as of the Chapter 11 filing. CANNON RANCH: Files Schedules of Assets and Liabilities ------------------------------------------------------- Cannon Ranch, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $8,000,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $16,486,381 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $3,211,229 ----------- ----------- TOTAL $8,000,000 $19,697,610 Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11 bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10- 23503). Jennis & Bowen, P.L., serves as the Debtor's bankruptcy counsel. Affiliate Professional Land Development, LLC, filed a separate Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No. 10-02569). Professional Land disclosed $8,579,441 in assets and $32,771,025 in liabilities as of the Chapter 11 filing. CARBON RESOURCES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Carbon Resources LLC 34 Valle Hermosa Sandia Park, NM 87047 Bankruptcy Case No.: 10-16104 Chapter 11 Petition Date: December 10, 2010 Court: United States Bankruptcy Court New Mexico (Albuquerque) Debtor's Counsel: M.J. Keefe, Esq. GILPIN & KEEFE, PC 5100 Indian School Rd NE Albuquerque, NM 87110 Tel: (505) 244-3861 Fax: (505) 254-0044 E-mail: keefemj@hotmail.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Clay Wisdom, CFO. The Debtor did not file its list of largest unsecured creditors when it filed its petition. CASCADE BANCORP: Seals Deal to Raise $177MM from Outside Investors ------------------------------------------------------------------ Effective as of October 29, 2010, Cascade Bancorp and David F. Bolger (and Two-Forty LLC) entered into a ninth amendment to the Securities Purchase Agreement between the Company and Mr. Bolger, dated as of October 29, 2009 to extend the date by which the conditions of closing must be satisfied under that agreement. As amended, the Original Bolger Agreement was terminable by a party prior to closing if the conditions to such party's obligation to close was not satisfied on or before November 5, 2010. Effective as of November 5, 2010, the Company and Mr. Bolger (and Two-Forty LLC) entered into a tenth amendment to the Original Bolger Agreement to extend the date by which the conditions of closing must be satisfied under that agreement. As amended, the Original Bolger Agreement was terminable by a party prior to closing if the conditions to such party's obligation to close was not satisfied on or before November 12, 2010. On November 16, 2010, the Company and Mr. Bolger (and certain other related persons only with respect to certain sections thereof) entered into an Amended and Restated Securities Purchase Agreement, which amends and restates in its entirety the Original Bolger Agreement, for the purchase and sale of $25 million worth of shares of Common Stock to Mr. Bolger. The shares of Common Stock in this offering to Mr. Bolger are being sold at a per share purchase price equal to $0.40 per share. In addition, on November 16, 2010, the Company and an affiliate of Lightyear Fund II, L.P. entered into an Amended and Restated Securities Purchase Agreement, which amends and restates in its entirety the Securities Purchase Agreement between the same parties, dated as of October 29, 2009, for the purchase and sale of approximately $45.875 million worth of shares of Common Stock to Lightyear. The Company also entered into Securities Purchase Agreements with each of affiliates of WL Ross & Co. L.L.C., Leonard Green & Partners, L.P. and certain other investors. The total gross proceeds from the sales of Common Stock to Mr. Bolger and the Other Investors is expected be approximately $177 million. The shares of Common Stock in the Private Offerings to the Other Investors are being sold at a per share purchase price equal to $0.40 per share. Pursuant to the terms and conditions of the A&R Bolger Agreement, for so long as Mr. Bolger, together with his affiliates, owns at least 5% or more of all of the outstanding shares of Common Stock, Mr. Bolger will have the right to nominate one candidate for election to each of the board of directors of the Company and the board of directors of the Bank of the Cascades as candidates recommended by the board of directors of the Company, unless Mr. Bolger's nominee is still serving as a director on each board and will continue to serve after the relevant election. Subject to any applicable exchange listing standards and independence requirements, Mr. Bolger will be entitled to elect that his designee on the boards of directors serve on up to two committees (other than the audit committee) of each of the board of directors of the Company and the board of directors of the Bank of the Cascades; this will not restrict the designee from serving on any other committee to which he is appointed by either board of directors. In addition, for so long as Mr. Bolger, together with his affiliates, owns at least 5% or more of all of the outstanding shares of Common Stock, Mr. Bolger will have the right to designate a nonvoting board observer to attend meetings of each of the board of directors of the Company and the board of directors of the Bank of the Cascades (including any committee of either board). The Securities Purchase Agreements may be terminated by either party prior to closing if the conditions to such party's obligation to close have not been satisfied on or before February 4, 2011. In an amended Schedule 13D filing with the Securities and Exchange Commission on November 19, 2010, David F. Bolger disclosed that he beneficially owns 3,463,044 or 12.13% shares. Each of James T. Bolger and Two-Forty Associates, LLC beneficially owns 192,321 or 0.7%. As of November 1, 2010, there were 28,538,399 shares of no par value Common Stock outstanding. * * * The Oregonian reported November 17 that Bend, Oregon's largest locally based bank that it has sealed the deal to raise $177 million in a complex, long-delayed capital injection with outside investors. According to the report, the bank is effectively selling more than 87 percent of its stock to investment company Lightyear Fund II, noted private equity bottom fishers Leonard Green & Partners and WL Ross & Co., and individual investor David Bolger. The Oregonian said that if finalized, the deal will solve Cascade's critical shortage of capital, depleted by the region's housing crash. "We are pleased that, after closing of the transactions contemplated by the Securities Purchase Agreements, our capital ratios will notably exceed regulatory agency benchmarks for a 'well-capitalized' bank," said Patty Moss, the bank's chief executive. About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. The Company's balance sheet at June 30, 2010, showed $1.919 billion in total assets, $1.907 billion in total liabilities, and shareholders' equity of $12.1 million. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." As of March 31, 2010, the institution's balance sheet showed $2,083,883,000 in assets. CEDAR FUNDING: Landon Suit Goes Back to Monterey Superior Court --------------------------------------------------------------- Judge Charles Novack remands Dwight G. Landon, individually and as Trustee of the Landon Family survivor Trust and the Landon Family Exemption Trust LTD dated May 6, 1994, v. Monterey County Bank, et al., Adv. Pro. No. 10-5308 (Bankr. N.D. Calif.), to the Monterey County Superior Court, at the plaintiff's behest. Judge Novack, however, denies Monterey County Bank's motion to lift the automatic stay in the bankruptcy case of Cedar Funding, Inc. Landon was an investor in a note and deed of trust brokered by Cedar Funding. In 2001, Cedar Funding solicited Landon to invest in a fractionalized note and second deed of trust secured by real property located at 3101 Hermitage Road, Pebble Beach, California, which was then owned by Thomas Harrow. Monterey County Bank foreclosed on the Hermitage Property in February 2009 after Accustom Development, LLC, an entity purportedly controlled by Cedar Funding, defaulted on its bank loan. The Bank purchased the Hermitage Property at its trustee's sale, and then sold the Hermitage Property to a third party in May 2010 for $1.7 million. Landon sued in state court, challenging the Bank's actions. The Bank removed the action. The Chapter 11 Trustee also has sued the Bank. A copy of the Bankruptcy Court's December 8, 2010 decision is available at http://is.gd/iEe8Wfrom Leagle.com. About Cedar Funding Monterey, California-based Cedar Funding Inc. -- http://www.cedarfundinginc.com/-- was a mortgage lender. David Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder Funding after the Company stopped monthly payments to its investors. Cedar Funding filed a Chapter 11 petition on May 26, 2008 (Bankr. N.D. Calif. Case No. 08-52709) due to the collapse of its Ponzi scheme. Cedar Funding accepted many millions of dollars from hundreds of individuals who believed they were acquiring fractional interests in loans that were secured by real property. Many more invested with CFI through a related entity, Cedar Funding Mortgage Fund LLP, that acquired fractional interests in the name of the Fund. CFI failed to record assignments of its deeds of trust that would have provided security interests to most of its investors, including the Fund. Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San Francisco, represents the Debtor, and R. Todd Neilson serves as the Chapter 11 Trustee. The Debtor estimated assets of less than $50,000 and debts of $100 million to $500 million in its Chapter 11 petition. CENTRAL WAYNE ENERGY: Panel, COSI Continue Claims Settlement Talks ------------------------------------------------------------------ Judge James F. Schneider signed a couple of stipulations giving COSI Central Wayne, Inc. until December 20, 2010, to oppose or otherwise respond to the liquidating committee's objection to COSI's two claims in the bankruptcy case of Central Wayne Energy Recovery, LP. The parties continue to engage in good faith settlement discussions which may result in a resolution of the Objection without further litigation. The Liquidating Committee was designated by the Official Committee of Unsecured Creditors in the case. COSI and Central Wayne Energy Recovery were signatories to a Management, Operation & Maintenance Agreement dated January 28, 1998. On May 4, 2004, COSI filed Claim No. 70-1 for $6,597,120 for prepetition amounts COSI claimed were owed by the Debtor to COSI pursuant to the Operating Agreement. On January 7, 2005, COSI filed Claim No. 91-1 for $11,264,456.69 based on the Debtor's rejection of the Operating Agreement. COSI's original response deadline was November 19, 2010. Copies of the Stipulations, both dated December 9, are available at http://is.gd/iE1ZIand http://is.gd/iE2Dnfrom Leagle.com. COSI Central Wayne is represented by: Susan J. Klein, Esq. GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC 233 E. Redwood Street Baltimore, MD 21202 Telephone: (410) 576-4137 Facsimile: (410) 576-4040 E-mail: sklein@gfrlaw.com The Liquidating Committee is represented by: Thomas D. Renda, Esq. MILES & STOCKBRIDGE, P.C. 10 Light Street Baltimore, MD 21202 Telephone: (410) 385-3418 Facsimile: (410) 385-3700 E-mail: trenda@milesstockbridge.com About Central Wayne Energy Recovery Headquartered in Baltimore, Maryland, Central Wayne Energy Recovery LP owned a waste-to-energy system facility that converts the heat energy generated by incinerating waste to electricity. The Company filed for chapter 11 protection (Bankr. D. Md. Case No. 03-82780) on December 29, 2003. Maria Chavez Ruark, Esq., Piper Rudnick LLP, represented the Debtor. When the Company filed for protection from its creditors, it estimated more than $10 million in assets and more than $100 million in debts. In 2005, the U.S. Bankruptcy Court for the District of Maryland confirmed Central Wayne Energy Recovery LP's First Amended Plan of Liquidation. CENTRALIA OUTLETS: Has Interim Access to Cash Collateral -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Centralia Outlets LLC received interim authority to use cash representing collateral for the secured lender, Sterling Savings Bank. The final hearing for use of cash is scheduled for Feb. 2. Centralia Outlets LLC is the owner of the Centralia Factory Outlets mall in Centralia, Washington. The mall, located on Interstate 5 in Centralia, is 80% occupied, and generates net income, after debt service, of $80,000 to $100,000 a month. Centralia filed for Chapter 11 after receiving an order sending the mall to receivership. Sterling Bank prevailed on a state court to order the appointment of a receiver based on alleged non- financial defaults in the mortgage. The mall owner said that principal and interest payments were current on the $24.3 million owing to Sterling as of the petition date. Tacoma, Washington-based Centralia Outlets LLC filed for Chapter 11 protection on Dec. 3, 2010 (Bankr. W.D. Wash. Case No. 10-24529). James L. Day, Esq., at Bush Strout & Kornfeld, in Seattle, Washington, represents the Debtor. The Debtor estimated assets and debts of $10 million to $50 million. CHENIERE ENERGY: Unit's Lenders Cancel Put, Conversion Rights ------------------------------------------------------------- Cheniere Energy Inc. said that its wholly owned subsidiary, Cheniere Common Units Holding, LLC, has reached an agreement with its lenders to amend certain provisions of the Credit Agreement dated August 15, 2008, for the 2008 Convertible Loans due 2018. The outstanding balance of the Loans was $255.1 million as of September 30, 2010. The lenders have agreed to eliminate their put rights, allow for the early prepayment of the Loans, allow Cheniere Energy Inc. to sell Cheniere Energy Partners, L.P., common units held as collateral and prepay the Loans with the proceeds, and release restrictions on prepayments of other indebtedness at Cheniere as certain conditions are met. In addition, 96.6% of the Lenders, including GSO Capital Partners, LP, have agreed to terminate their rights to convert the Loans into Series B Preferred Stock of Cheniere, which ultimately could have been converted into approximately 47.8 million shares of Cheniere common stock. These lenders have also agreed to terminate the right to nominate or designate board members of Cheniere and Cheniere Partners and, therefore, Messrs. Dwight Scott and Jason New resigned from Cheniere's Board of Directors effective December 9, 2010. As part of the amendments to the Credit Agreement, Cheniere will issue an aggregate of 10.125 million shares of Cheniere common stock to the now non-convertible lenders. Cheniere will register these shares with the Securities and Exchange Commission no later than March 31, 2011. Scorpion Capital Partners, LP, the still- convertible lender holding the remaining 3.4% of the Loans, will continue to retain its right to convert into Cheniere equity, representing approximately 1.7 million shares of Cheniere common stock. "We are very pleased to have concluded an agreement with our lenders of the 2008 Convertible Loans which will result in the termination of all of the lenders' put rights," said Charif Souki, Chairman, President and CEO. "Furthermore, we are excited that GSO will become our largest shareholder. GSO made a significant investment in 2008 that provided Cheniere with necessary funding at a time when the credit markets were challenging. They have given us the time and support to adjust our strategy to changing global natural gas markets. We look forward to continuing the partnership and developing our business." "We see great promise in the development of the liquefaction project at Sabine Pass, and we are pleased that we could support that effort with these changes to our Loans," said Jason New, Senior Managing Director at GSO Capital. "As Cheniere's largest shareholder and a large debt investor, we look forward to our continued strong relationship with the company as it creates value through liquefaction and other projects." These amendments will become effective upon the approval of the issuance of Cheniere common shares by the NYSE Amex stock exchange. About Cheniere Energy Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/ -- is a Houston-based energy company primarily engaged in LNG related businesses, and owns and operates the Sabine Pass LNG receiving terminal and Creole Trail pipeline in Louisiana. Cheniere is pursuing related business opportunities both upstream and downstream of the Sabine Pass LNG receiving terminal. Cheniere is also the founder and holds a 30% limited partner interest in another LNG receiving terminal. Cheniere Energy reported a net loss of $40.6 million for the quarter ended September 30, 2010, compared with a net loss of $42.5 million for the comparable 2009 period. Revenue was $68.25 million in the third quarter of 2010 compared with $56.33 million in the same period in 2009. The Company's balance sheet at Sept. 30, 2010, showed $2.61 billion in total assets, $354.40 million in total current liabilities, $2.59 billion in long-term debt, $74.63 million in long-term debt - related to parties, $30.73 million in deferred revenue, $2.31 million in other non-current liabilities, and a stockholders' deficit of $431.01 million. CHS/COMMUNITY HEALTH: Moody's Reviews Low-B Ratings --------------------------------------------------- Moody's Investors Service placed the ratings of CHS/Community Health Systems, Inc., on review for possible downgrade following the announcement that the company would pursue the acquisition of Tenet Healthcare Corporation. The ratings of Tenet remain unchanged at this time. "The bid to acquire Tenet will likely add to Community's leverage, which is already considered high for the rating category," said Dean Diaz, a Moody's Senior Credit Officer. However, "Community has shown that it is adept at integrating acquired operations and the contemplated transaction could present considerable opportunities for economies of scale," Diaz continued. The review of the ratings will focus on the ultimate deal terms, including the split between cash and equity used to fund the purchase price and the related financing structure. Moody's believes the company will debt finance the majority of the purchase price after using its available cash balances. The review will also focus on expectations around corporate structure, the potential for synergies and ongoing strategic and financial policies. Tenet's ratings remain unchanged at this time and will be monitored closely as the company responds to this unsolicited offer. Ratings placed under review for possible downgrade (LGD assessments subject to revision): CHS/Community Health Systems, Inc.: -- Senior secured revolving credit facility, Ba3 (LGD3, 33%) -- Senior secured term loan, Ba3 (LGD3, 33%) -- Senior unsecured notes, B3 (LGD5, 86%) -- Corporate Family Rating, B1 -- Probability of Default Rating, B1 Ratings unchanged at this time: Tenet Healthcare Corporation: -- Senior secured notes, B1 (LGD3, 38%) -- Senior unsecured notes, Caa1 (LGD5, 86%) -- Corporate Family Rating, B2 -- Probability of Default Rating, B2 Moody's last rating action on Community was on April 1, 2010, when Moody's upgraded the Speculative Grade Liquidity Rating to SGL-1 from SGL-2. Moody's last rating action on Tenet was on August 3, 2010, when Moody's assigned a Caa1 (LGD5, 86%) rating to the company's offering of $600 million of unsecured notes due 2020. Community, headquartered in Brentwood, TN, is a leading non-urban provider of general hospital healthcare services. At September 30, 2010, the company operated 126 hospitals in 29 states. For the twelve months ended September 30, 2010, Community reported revenue of $12.7 billion. Tenet, headquartered in Dallas, TX, is an operator of for-profit hospitals. At September 30, 2010, the company operated 49 general hospitals and a critical access hospital in 11 states. Tenet generated revenue of approximately $9.2 billion for the twelve months ended September 30, 2010. CHOCTAW GENERATION: S&P Cuts Rating to B+; Keeps Negative Outlook ----------------------------------------------------------------- Standard and Poor's has lowered Choctaw Generation's rating to 'B+'. The outlook is still negative. S&P also assigned '3' recovery rating. CIELO APARTMENTS: Section 341(a) Meeting Scheduled for Jan. 5 ------------------------------------------------------------- The U.S. Trustee for the Western District of North Carolina will convene a meeting of Cielo Apartments, LLC's creditors on January 5, 2011, at 2:00 p.m. The meeting will be held at U.S. Bankruptcy Administrators Office, 402 West Trade Street, Suite 205, Charlotte, NC 28202. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Charlotte, North Carolina-based Cielo Apartments, LLC, filed for Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. W.D. N.C. Case No. 10-33570). Glenn C. Thompson, Esq., at Hamilton Moon Stephens Steele & Martin, serves as the Debtor's counsel. The Debtor estimated its assets and debts at $10 million to $50 million. CINEMA 1: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Cinema 1, LLP 6945 Magda Dr Maple Grove, MN 55369 Bankruptcy Case No.: 10-49108 Chapter 11 Petition Date: December 10, 2010 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Gregory F. Kishel Debtor's Counsel: Ralph Mitchell, Esq. LAPP LIBRA THOMSON STOEBNER & PUSCH One Financial Plaza Suite 2500 120 S 6th St Minneapolis, Mn 55402 Tel: 612-338-5815 E-mail: rmitchell@lapplibra.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb10-49108.pdf The petition was signed by Bryan J. Sieve, managing partner. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Midwest Theatres Corporation 10-46834 09/04/10 CLEARWIRE CORP: Operating Unit Issues $1.325-Bil. of Notes ---------------------------------------------------------- Clearwire Corporation on December 9 announced the completion of the offering by its operating subsidiary, Clearwire Communications LLC, of (i) $175,000,000 aggregate principal amount of 12% first- priority senior secured notes due 2015 at an issue price of 105.182% plus accrued interest from December 1, 2010 and (ii) $500,000,000 aggregate principal amount of 12% second-priority secured notes due 2017 at an issue price of 100% plus accrued interest from December 9, 2010. Clearwire Communications also issued $650,000,000 aggregate principal amount of 8.25% Exchangeable Notes due 2040 on December 8, 2010, and may issue additional Exchangeable Notes (a) pursuant to a 30-day over-allotment option granted to the initial purchasers of the Exchangeable Notes to purchase up to an additional $100,000,000 of Exchangeable Notes or (b) upon the exercise of preemptive rights held by certain Clearwire Corporation stockholders to purchase their pro rata share of all Exchangeable Notes issued for a period of 30 days from the date of the offering memorandum for the Exchangeable Notes. The Secured Notes were issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended to qualified institutional buyers in accordance with Rule 144A and to persons outside the U.S. pursuant to Regulation S under the Securities Act. The Secured Notes have not been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Clearwire Corporation intends to use the net proceeds from the offerings for working capital and for general corporate purposes, including capital expenditures. About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire's 4G mobile broadband network serves 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company's balance sheet at September 30, 2010, showed $10.52 billion in total assets, $3.90 billion in total liabilities, and stockholders' equity of $6.62 billion. As reported previously in the TCR, the Company disclosed in its Form 10-Q for the third quarter ended September 30, 2010, that its expected continued losses from operations and the uncertainty about its ability to obtain sufficient additional capital raise substantial doubt about the Company's ability to continue as a going concern. "Without additional financing sources, we forecast that our cash and short-term investments would be depleted as early as the middle of 2011. Thus, we will be required to raise additional capital in the near-term in order to continue operations. Further, we also need to raise substantial additional capital over the long-term to fully implement our business plans." COLORADO PUBLIC: Moody's Affirms 'Ba1' Rating on $4.5 Mil. Bonds ---------------------------------------------------------------- Moody's Investors Service has affirmed its Ba1 rating on Colorado Public Radio's $4.5 million of Series 2002 Bonds issued by the Colorado Educational and Cultural Facilities Authority. The outlook remains negative. While the Radio Station has been able to manage through the current economic downturn demonstrating positive operations, the continued negative outlook reflects Moody's ongoing concern regarding the Radio Station's thin level of financial resources to support a potentially volatile revenue base which remains highly dependent on philanthropic/subscription support. The outlook also reflects CPR's outsized debt profile and the inability to sell its Denver AM station and use sale proceeds to defease the Series 2002 bonds. Rating Rationale: The Ba1 rating with a negative outlook reflects Colorado Public Radio's high debt burden coupled with a thin level of financial resources to cushion debt; a diversified, but potentially volatile revenue base, as funding is dependent on corporate and individual support. Moody's also notes that CPR has not yet sold its Denver AM station, which the sale proceeds would be used to defease the Series 2000 Bonds. Legal Security: Payments under the Loan Agreement for the Series 2002 Bonds are a general obligation of CPR. There is a security interest in Pledged Revenues (all of CPR's revenue) and in any proceeds from the transfer of CPR's FCC Licenses (as defined in the Loan Agreement). There is a cash funded debt service reserve fund further securing the Series 2002 Bonds. Interest Rate Debt-Related Derivatives: None Challenges * Modest reserves to react to unexpected revenue shortfalls or spikes in operating expenses. CPR continues to maintain a thin balance of operating cash providing little cushion to absorb changes in a potentially volatile revenue base derived largely from corporate and individual support. Expendable financial resources of $4.0 million cushion debt 0.31 times and operations 0.44 times. Outstanding debt is over 1.1 times annual operating revenues. * Changing media environment, affecting radio stations, and shifting trends among listener base (for example, increased on- line listening) with the potential impact of these changes on audience size and member contributions not easily projected. However, management reports a flat to modest increase of its audience in FY 2010. Moody's notes that measurement of audience size has changed through the use of a more reliable electronic people meter method and therefore, FY 2010 audience information is not comparable to previous years. * Expectation to hire additional programming staff coupled with potentially limited ability to further cut expenses, which may pressure operating performance. Moody's notes, however, that CPR demonstrated the ability to react quickly with mid-year budget cuts for FY 2010 and management states that it could implement further cuts should the necessity arise. Strengths * Strong market niche as the almost exclusive provider of high- quality non-commercial classical music and in-depth news and information programming in the state of Colorado. CPR is a two- channel public radio network based in Denver, Colorado with transmitters throughout Colorado with nearly 470,000 listeners per week in Spring/Fall 2010, according to Arbitron. * Trend of breakeven operations with improved performance in FY 2010 as management implemented several expense reductions to respond to the downturn in the economy and actual revenues exceeded budgeted expectations. CPR also received an approximately $1.1 million unrestricted gift of which $0.5 million was collected in FY 2010 with the balance to be recognized in FY 2011. The confluence of these factors resulted in an 13.0% operating margin in FY 2010 compared to a 1.7% operating margin that CPR generated in FY 2009, averaging a 4.9% operating margin, as calculated by Moody's, from FY 2007-FY 2010. For FY 2011, management is budgeting for a modest surplus. * Improved and adequate monthly liquidity of $2.6 million that provides approximately 111 monthly days liquidity in FY 2010. The increase in liquid cash available within one month is a result of an unexpected unrestricted gift that management has allocated to the reserve fund. Management plans to maintain a $1.0 million fund balance to support new revenue-generating projects. * Diversified revenue base benefits CPR, as it derives its revenue from these sources: 46% from subscriptions/membership fees, 30% from underwriting fees, 14% from gifts, 6% from government appropriations, and 4% from grants and contracts, investment income, and other revenue. CPR continues to experience revenue growth in its two main revenue streams, which is important as subscriptions and underwriting fees comprise approximately three-quarters of its revenue. Recent Developments: Effective April 1, 2010, CPR amended its Local Management Agreement with Public Radio Capital Denver-I, LLC, which resulted in a reduction of its expected monthly lease payments for years three through five from the original LMA and the elimination of some of the loan covenants, including release of $0.5 million from a restricted debt service reserve fund that could be used for operations but must be replenished to the full amount by the end of each fiscal year. In July 2008, CPR entered into the original LMA with PRC to lease the station 88.1 FM Denver with the intent of transferring all of the programming from CPR's 1340 AM Denver to the FM Station due to the decline in AM listening, and then sell the AM Station. However, CPR has not been able to secure a purchaser of the AM station to-date and is currently evaluating alternate uses for the station. Since the Series 2002 bonds benefit from a security interest in any proceeds from the transfer of any of CPR's FCC licenses, any sale proceeds would be used to defease all or a portion of the Series 2002 bonds. CPR is obligated to pay approximately $45,000 monthly with the right of the PRC to reset the Monthly Payments in accordance with adjustments to the prime rate as reported from time-to-time in the Wall Street Journal, with five days notice to CPR. All lease payments are subordinate to debt service payments on the Series 2002 bonds. As of June 30, 2010, CPR had a combined $1.1 million of reserves for debt service, related to the Series 2002 bonds and the capital lease. Management has hired a Director of Philanthropy, in an effort to increase gift revenue, and as a result has conducted studies and research to enhance its fundraising operations. Outlook The negative outlook reflects the thin level of financial resources to cushion debt coupled with a potentially volatile revenue base. Moody's notes is concerned with the inability to sell the AM station, which continues to burden the balance sheet. However, management is identifying alternative options through its development of a strategic plan. What could change the rating -- Up Significant growth of unrestricted cash and investments to provide a stronger cushion of support for debt and operations; sustained improvement in operating performance; the ability to find a buyer for the AM station willing to pay a reasonable price or ability to successfully incorporate the AM station into its programming What could change the rating -- Down Decline in member contributions, underwriting revenue, or reserves; additional borrowing; inability to sell the AM station at a reasonable price or implement a viable plan to incorporate the AM station in its long-term business plan Key Indicators (FY 2010 financial data): -- Total Direct Debt: $12.9 million -- Expendable Financial Resources: $4.0 million -- Expendable Resources to Direct Debt: 0.31 times -- Expendable Resources to Operations: 0.44 times -- Monthly Liquidity: $2.6 million -- Monthly Days Cash on Hand (unrestricted funds available within 1 month divided by operating expenses excluding depreciation, divided by 365 days): 111 days -- Reliance on Subscriptions/Membership Fees: 46% -- Reliance on corporate Underwriting: 30% Rated Debt: -- Series 2002; Ba1 Methodology And Last Rating Action The rating on the Series 2002 Bonds was assigned by evaluating factors believed to be relevant to the credit profile of Colorado Public Radio such as i) the nature of the dedicated revenue stream pledged to the bonds, ii) the capital structure and financial risk of the issuer, iii) the projected performance of the issuer over the near to intermediate term, iv) the business risk and competitive position of the issuer versus others within its industry or sector, v) the budgeting flexibility of the issuer, vi) the issuer's management and governance structure. The last rating action with respect to Colorado Public Radio was on October 23, 2009, when a municipal finance scale rating of Ba1 with a negative outlook was affirmed. That rating was subsequently recalibrated to Ba1 on May 7, 2010. COLONIAL BANCGROUP: Files Chapter 11 Plan and Disc. Statement ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Colonial BancGroup Inc. filed a plan last week together with a disclosure statement that doesn't hazard a guess about how much creditors will receive initially or eventually. The disclosure statement gives a detailed description of asset and liabilities. Mr. Rochelle relates that the chief assets are $38 million in cash that is subject to disputed ownership. There are also $252 million in claimed tax refunds where Federal Deposit Insurance Corp. asserts ownership. Among the disputed liabilities, the FDIC is appealing an August ruling by the bankruptcy judge in Montgomery, Alabama, who concluded that the holding company hadn't made an enforceable agreement to make up a $1 billion capital deficiency at the bank subsidiary. Mr. Rochelle notes that under an arrangement approved by the court, both the Colonial holding company and the FDIC can apply for tax refunds. The money will be held in escrow until there's a final ruling on whether the holding company or the FDIC, as receiver for the failed bank subsidiary, is entitled to the refunds. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. COLONIAL BANCGROUP: FDIC Objects to Firm's Demand to Use Cash ------------------------------------------------------------- The Federal Deposit Insurance Corp., the receiver for the Colonial Bank, is balking at a request by the bank's former parent to tap disputed cash to run its chapter 11 case, according to American Bankruptcy Institute. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. COMFORCE CORP: J. Fanning Discloses 28.9% Equity Stake ------------------------------------------------------ In an amended Schedule 13D filing with the Securities and Exchange Commission on November 19, 2010, John C. Fanning disclosed that it beneficially owns 5,150,097 shares of common stock of Comforce Corporation representing 28.9% of the shares outstanding. Other affiliates also beneficially own these shares: Amount Equity Affiliate Beneficially Owned Stake --------- ------------------ ------ John C. Fanning Revocable Trust 4,217,308 24.3% John C. Fanning Irrevocable Grantor Retained Annuity Trust (GRAT) 527,789 3.0% Harry V. Maccarrone 5,716,031 32.1% Fanning Asset Partners, L.P. 565,382 3.3% There were 17,387,702 shares of common stock of the Company outstanding as of November 1, 2010. On November 1, 2010, the Company entered into an Agreement and Plan of Merger with CFS Parent Corp., a Delaware corporation, and CFS Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are affiliates of ABRY Partners, LLC. As a condition to Parent and Merger Sub entering into the Merger Agreement, each of the Reporting Persons has entered into a voting and support agreement, dated as of November 1, 2010, with Parent and Merger Sub, in which they have agreed, among other things, to (1) vote all of their shares of common stock in favor of the adoption of the Merger Agreement, and (2) certain restrictions on the disposition of their shares of common stock and preferred stock, subject to the terms and conditions of the Voting Agreements. Subject to the terms of the Voting Agreements, the Reporting Persons have shared voting control over an aggregate of 33.7% of the Company's Common Stock. This calculation is based on 17,387,702 shares of Common Stock reported by the Company to be outstanding as of November 1, 2010 in the preliminary proxy statement filed by the Company on November 5, 2010 and stock options with respect to 800,000 shares of Common Stock issuable upon exercise thereof to the Reporting Persons within 60 days of November 1, 2010. About COMFORCE Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS) provides outsourced staffing management services that enable Fortune 1000 companies and other large employers to consolidate, automate and manage staffing, compliance and oversight processes for their contingent workforces. The Company also provides specialty staffing, consulting and other outsourcing services to Fortune 1000 companies and other large employers for their healthcare support services, technical and engineering, information technology, telecommunications and other staffing needs. In addition, the Company provides funding and back office support services to independent consulting and staffing companies. The Company's balance sheet at Sept. 26, 2010, showed $181.01 million in total assets, $191.54 million in total liabilities, and a stockholder's deficit of $10.52 million. COMFORT AND CARE: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Comfort And Care Of Wallingford, LLC 273 North Main Street Wallingford, CT 06492 Bankruptcy Case No.: 10-24184 Chapter 11 Petition Date: December 10, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Hartford) Debtor's Counsel: Richard J. Novak, Esq. NOVAK LAW, P.C. 82 Watch Hill Drive Middletown, CT 06457 Tel: (203) 824-3600 E-mail: rick.novaklawpc@gmail.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb10-24184.pdf The petition was signed by Linda F. Durning, member duly authorized. COMMUNITY HEALTH: Fitch Puts 'B' Rating on Negative Watch --------------------------------------------------------- Fitch Ratings has placed Community Health Systems, Inc.'s ratings on Rating Watch Negative. Community's existing ratings are: -- Issuer Default Rating 'B'; -- Secured Bank Credit Facility 'BB/RR1'; -- Senior Unsecured Notes 'B/RR4'. The ratings apply to approximately $8.9 billion in debt outstanding as of Sept. 30, 2010. Community's ratings have been placed on Negative Watch following the company's bid to acquire Tenet Healthcare Corp. Fitch believes that should Community be successful in its bid to acquire Tenet, it will add pressure to Community's credit profile. Based on what is known about the terms of Community's bid for Tenet, the transaction as currently contemplated could add roughly $2.7 billion in debt to the consolidated capital structure. At Sept. 30, 2010, Community's total debt-to-EBITDA equaled 5.1x, and pro forma for the transaction Fitch believes debt of the consolidated company could approach 5.8x EBITDA -- prior to the realization of any potential operating synergies. At this point there is significant uncertainty surrounding the situation. Community has extended a $6 per share bid for Tenet - $5 per share in cash and $1 per share in Community's stock. The equity consideration for the transaction would be approximately $3.3 billion and Community would also assume $4 billion in net debt of Tenet. The $6 per share bid represents a 40% premium over Tenet's Dec. 9, 2010 closing stock price of $4.29. If the transaction were to move forward, there are several issues about which a limited amount is currently known that would impact the post-acquisition credit profile, including: -- The ultimate terms of the bid, and the amount that is funded in cash. Fitch expects Community would issue debt to fund the entire cash portion of the bid. -- Fitch's view of the financial risk inherent in the integration of a company the size of Tenet. -- Any potential upside to financial results to be realized through synergies. -- The final terms of the capital structure, and the pricing of the debt used to fund the acquisition - which will impact interest coverage levels. In the event that the transaction moves forward, Fitch will review the impact of these issues to determine the direction of the ratings. In any event, Fitch believes that the likely IDR for Community post the transaction would be 'B' or 'B-', meaning that the downgrade potential is probably limited to one-notch. Fitch considers that Community has successfully integrated large acquisitions in the past. Community's debt leverage has declined since the approximately $7 billion debt funded acquisition of Triad Hospitals in 2007. Since the acquisition, Community has generated $1.1 billion in cumulative free cash flow and has applied about $262 million for debt reduction. Debt-to-EBITDA has dropped to 5.1x at Sept. 30, 2010, versus around 6.0x immediately post the acquisition, with the reduction in leverage about 50% attributable to a lower outstanding debt balance and 50% to growth in EBITDA over the time period. Community realized annual run rate synergies through the Triad acquisition of approximately $270 million. Community operates acute care hospitals primarily in rural settings across 29 states, with some concentration in Texas (13.2% of FY09 revenues) and Indiana (11%). Traditionally, Community's strategy has been to focus on rural markets in which it is the sole or one of only two to three providers in the market. With the acquisition of Triad, Community gained increased exposure to urban markets with more competitors. Nevertheless, Community is still the sole provider in over 65% of its markets (would be lower if acquire Tenet), which confers significant benefits with respect to pricing negotiations with commercial insurers. Despite weak patient utilization trends in recent quarters -- in Q3'10 same hospital adjusted admissions were down 1.3% -- the top line revenue impact has been strongly offset by strength in pricing. Community realized 3.8% growth in same hospital revenue in Q3'10, mostly on the basis of strong commercial managed care pricing trends and a higher acuity patient case mix. The Tenet transaction would add 50 hospitals to Community's existing base of 126, and annual revenues would approximate $21.8 billion, making the combined company second in size only to HCA, Inc. in terms of annual revenues. The acquisition of Tenet would be a bit of a departure from Community's existing hospital operating profile, in that Tenet's hospitals are concentrated in urban locations. Tenet's existing credit profile is weaker than Community's, as reflected in its 'B-' IDR. Tenet's strained free cash flow profile is the most critical credit risk. Going forward, however, Tenet's FCF profile is expected to improve based on its recently enhanced profitability, the resolution of settlement payments to the federal government related to Medicare legal liabilities, and the positive cash flow benefit of a tax net operating loss that the company brought on its books in Q3'10. Community's stand-alone liquidity profile is solid. At Sept. 30, 2010 liquidity was provided by approximately $568 million of cash on hand, availability on the company's $750 million bank credit revolver (reduced by outstanding letters of credit, $668 million available), and free cash flow ($513 million for the LTM period). Fitch forecasts that Community's free cash flow will remain strong but will moderate somewhat from current levels to a run rate of around $300 million annually due to higher cash taxes and capital expenditure. Community's debt maturity profile is favorable, allowing the company ample time to assess its options for refinancing the capital structure. There are no meaningful maturities beyond some nominal amortization requirements on its bank facility until July 2014, when $4.5 billion in term loans mature. The $2.8 billion senior unsecured notes mature July 2015. In Q3'10, Community also executed an amendment to its bank facility, extending a $1.5 billion portion of its $6 billion 2014 term loan maturity to January 2017. CONVERTED ORGANICS: Regains Compliance With Nasdaq Listing Rule --------------------------------------------------------------- Converted Organics Inc. was notified that the Company has regained compliance regarding the minimum $2.5 million stockholders' equity requirement, as determined by Nasdaq Listing Rule 5550(b)(1), and required for continued stock listing. The Company was informed by letter that the Nasdaq Staff determined that Converted Organics meets the minimum stockholders' equity requirements as set forth in the Listing Rules. The letter also states that the Company must evidence continued compliance with Listing Rule 5550(b)(1) upon filing its next periodic report; otherwise, it may be subject to delisting. In addition, because the Company was successful in increasing stockholder equity in excess of the Listing Rules' $5 million Nasdaq Capital Market initial listing requirement, the Company believes that Nasdaq will grant an additional 180 day grace period for the Company to raise its closing bid price of its common stock to $1.00 per share or greater for 10 consecutive business days. On June 29, 2010, the Company received notification that its stock price had fallen below the $1.00 minimum bid price for 30 consecutive business days and it was therefore not in compliance with Listing Rule 5550(a)(2). Nasdaq granted the Company a 180 day grace period to regain compliance with the Listing Rule. The initial 180 day grace period expires on December 27, 2010, and the Company believes that at such time a second 180 day grace period may be granted by Nasdaq. "We are pleased to have regained positive standing under Nasdaq's stockholder equity Listing Rule, and feel that efforts to re-gain favorable standing are evidenced by our increased stockholders' equity," said Edward J. Gildea, President of Converted Organics. "We hope to receive notification from Nasdaq later this month, that we have been granted a second 180 day grace period to raise our stock price above the $1.00 minimum bid requirement, and upon such notice we will continue to work diligently to regain 100% compliance with Nasdaq's Listing Rules." About Converted Organics Inc. Converted Organics, based in Boston, MA, is dedicated to producing high-quality, all-natural, organic soil amendment and fertilizer products through food waste recycling. The Company uses its proprietary High Temperature Liquid Composting (HTLC) system, a proven, state-of-the-art microbial digestion technology, to process various biodegradable food wastes into dry pellet and liquid concentrate organic fertilizers that help grow healthier food and improve environmental quality. Converted Organics sells and distributes its environmentally-friendly fertilizer products in the retail, professional turf management, and agribusiness markets. CORD BLOOD: Signs Letter of Intent to Acquire Cell de Mexico ------------------------------------------------------------ On December 3, 2010, Cord Blood America Inc. entered into a binding Letter of Intent, subject to certain material conditions precedent to consummation of the transaction, to acquire all of the business and assets, of Cell de Mexico, S.A. de C.V., through a wholly owned Mexican subsidiary corporation to be organized by the Company. Cryo-Cell Mexico operates in 32 states in Mexico, the largest umbilical cord blood stem cell storage company in the country. Cryo-Cell Mexico has more than 70,000 samples in storage at present and has averaged an additional 8,000 new customers each of the last three years. Cord Blood management believes the combination of storage and new processing revenues from Cryo-Cell de Mexico could add as much as $10 million in annual revenues to Cord Blood's operations. The Letter of Intent provides among other things for: * A maximum purchase price of $17.84 million, plus agreement to assume and pay up to $5.5 million in potential liabilities of the business acquired which are contingent on future events, and less a sum representing 90 days of net operating capital for the business acquired. * $12.5 million, is to be paid at the closing primarily in cash. * The balance of $5.34 million is to be paid at the minimum rate of at least $333,500 each quarter after the closing, with the exact quarterly payment amount fixed at $333,500, plus a sum equal to 80% of net profits from the acquired Mexican business for its previous fiscal quarter, but in no event more than a maximum payment of $667,000 per quarter. Such payments begin after 6 months from closing and continue until the sum of $5.34 million been paid in full. * The obligations created by the Letter of Intent and the transaction are terminated if certain material conditions precedent to closing are not met within 90 days and the transaction is not closed. * One such material condition is the requirement that Cord Blood immediately raise privately, additional capital estimated by management to approximate $14 Million, in order to fund the cash payments required to close the transaction. There is no assurance that Cord Blood will be successful in raising such additional capital, or raising it in a timely fashion or under commercially reasonable terms. * A second material condition is that Cord Blood immediately amend its Articles of Incorporation so as to create sufficient authorized but unissued shares sufficient to provide the ability to issue new shares for the new capital required by it to complete the transaction. * A third condition is that Cord Blood undertake and complete its due diligence investigation of Cryo-Cell de Mexico, and satisfy itself as to the Companies and operations and business. About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. The Company's balance sheet at Sept. 30, 2010, showed $6.99 million in total assets, $6.81 million in total liabilities, all current, and stockholders' equity of 177,706. In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino, California, said the Company's recurring operating losses, continued cash burn, and insufficient working capital and accumulated deficit at December 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. Cord Blood reported that net loss increased from $6.9 million for the year ended December 31, 2008, to $9.8 million for the year ended December 31, 2009. For the year ended December 31, 2009, total revenue decreased approximately $900,000 to $3.2 million or 22.4% from $4.2 million. COUNTERPATH CORP: Restates FY 2010 10-K, Has $5.3MM Restated Loss ----------------------------------------------------------------- CounterPath Corporation filed on December 10, 2010, an amended annual report on Form 10-K/A for the period ended April 30, 2010, to correct a computational error in accounting for the foreign currency translation adjustments to the Company's Canadian dollar denominated intangible assets, and an overstatement of accrued liabilities due to an overstatement of estimated royalty costs for certain third party software. The foreign currency adjustments to the Company's Canadian dollar denominated intangible assets result in an increase in net loss of $6,254 for the year ending April 30, 2010 (2009 - $349,353). The adjustments also result in a decrease in the carrying amount of intangible assets by $1,256,257 as at April 30, 2010 (2009 - $713). In addition the adjustments result in an increase of $349,353 in accumulated deficit as of April 30, 2009, and a decrease of $348,640 in accumulated other comprehensive loss - foreign currency translation adjustments as of April 30, 2009, to reflect the cumulative effect of the error. This restatement has no effect on the Company's reported taxes, cash flows or liquidity. The adjustments to the Company's accrual of estimated royalty costs for certain third party software result in a decrease in net loss of $114,523 for the year ending April 30, 2010 (2009 - $67,932). These adjustments resulted in a decrease of $354,309 in accumulated deficit as of April 30, 2010 (2009 - $239,786) to reflect the cumulative effect of the error. This restatement has no effect on the Company's reported cash flows, no tax effect and improves the Company's working capital by $354,309 as of April 30, 2010 (2009 - $239,786) as a result of the reduction of the liability. The combined effect of the restated figures is a decrease in the Company's basic and diluted loss per share by $0.01 to $0.17 per share for the year ended April 30, 2010, and an increase in the Company's basic and diluted loss per share by $0.01 to $0.58 per share for the year ended April 30, 2009. The combined effect on the Company's consolidated balance sheet as of April 30, 2010, is a decrease in intangible assets of $1,256,257 (2009 - $713), a decrease in accounts payable and accrued liabilities of $354,309 (2009 - $239,786), an increase in accumulated deficit of $1,298 (2009 - $109,567) and an increase in accumulated other comprehensive loss - foreign currency translation adjustments of $900,650 (2009 - decrease of $348,640). This amended annual report on Form 10-K/A for the fiscal year ended April 30, 2010, amends and restates only those items of the previously filed annual report on Form 10-K which have been affected by the restatement. The Company reported a restated net loss of $5.35 million on $8.02 million of total revenue for fiscal 2010, compared with a restated net loss of $16.12 million on $9.83 million of total revenue for fiscal 2009. Comprehensive loss was $3.03 million for fiscal 2010, versus a comprehensive loss of $19.59 million for fiscal 2009. The Company's restated balance sheet at April 30, 2010, showed $14.94 million in total assets, $3.20 million in total liabilities, and stockholders' equity of $11.74 million. BDO Canada LLP, in Vancouver, Canada, expressed substantial doubt about CounterPath's ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2010. The independent auditors noted of the Company's accumulated deficit of $39.78 million at April 30, 2010, and incurred a net loss for the year then ended of $5.35 million. A full-text copy of the Form 10-K/A is available for free at: http://researcharchives.com/t/s?70d5 About CounterPath Corporation Based in Vancouver, British Columbia, Canada, CounterPath Corporation (OTC BB: CPAH; TSX-V: CCV) focuses on the design, development, marketing and sales of desktop and mobile application software, gateway server software and related professional services, such as pre and post sales, technical support and customization services. COUNTERPATH CORP: Restates Q1 Results, Has $1.4 Restated Loss ------------------------------------------------------------- CounterPath Corporation filed on December 10, 2010, an amended quarterly report on Form 10-Q/A for the period ended July 31, 2010, to correct a computational error in accounting for the foreign currency translation adjustments to the Company's Canadian dollar denominated intangible assets, and an overstatement of accrued liabilities due to an overstatement of estimated royalty costs for certain third party software. The amended quarterly report on Form 10-Q/A for the quarter ended July 31, 2010, amends and restates only those items of the previously filed quarterly report on Form 10-Q which have been affected by the restatement. The Company reported a restated net loss of $1.43 million on $2.22 million of total revenue for the three months ended July 31, 2010, compared with a restated net loss of $1.22 million on $2.05 million of total revenue for the three months ended July 31, 2009. Comprehensive loss was $1.65 million for the three months ended July 31, 2010, versus comprehensive income of $204,343 for the three months ended July 31, 2009. The Company's restated balance sheet at July 31, 2010, showed $14.14 million in total assets, $3.59 million in total liabilities, and stockholders' equity of $10.55 million. BDO Canada LLP, in Vancouver, Canada, expressed substantial doubt about CounterPath's ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2010. The independent auditors noted of the Company's accumulated deficit of $39.78 million at April 30, 2010, and incurred a net loss for the year then ended of $53.35 million. A full-text copy of the Form 10-K/A is available for free at: http://researcharchives.com/t/s?70d5 About CounterPath Corporation Based in Vancouver, British Columbia, Canada, CounterPath Corporation (OTC BB: CPAH; TSX-V: CCV) focuses on the design, development, marketing and sales of desktop and mobile application software, gateway server software and related professional services, such as pre and post sales, technical support and customization services. C.W. MINING: Involuntary Gap Fees Subject to Court Review --------------------------------------------------------- WestLaw reports that even during the "gap" period between the filing of an involuntary petition and entry of an order for relief, attorneys for an involuntary Chapter 11 debtor-in- possession had to be disinterested, could not represent an interest adverse to the estate, had to comply with all fee disclosure obligations, and could receive fees only subject to the bankruptcy court's oversight and approval. A failure on part of attorneys to an involuntary Chapter 11 debtor to fully and honestly disclose compensation that was paid, or that was agreed to be paid, for representing the debtor in the case, including the fact that this compensation was to come from creditors of the estate, warranted the disallowance of all fees. In re C.W. Mining Co., --- B.R. ----, 2010 WL 4892637 (Bankr. D. Utah). Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining Company operates the Bear Canyon Mine in Emery County, Utah, under the terms of a lease with C.O.P. Coal Development Company, which owns the mine. Three of C.W. Mining Co.'s creditors filed an involuntary Chapter 11 petition (Bankr. D. Utah Case No. 08-20105) on Jan. 8, 2008. As reported in the Troubled Company Reporter on Nov. 20, 2008, the Chapter 11 case was converted to a Chapter 7 liquidation proceeding. Kenneth A. Rushton serves as the Chapter 7 Trustee, and is represented by Brent D. Wride, Esq., at Ray Quinney & Nebeker, in Salt Lake City. DISH NETWORK: C. Ergen Discloses 53.6% Equity Stake --------------------------------------------------- In an amended 13D filing with the Securities and Exchange Commission on December 1, 2010, Charles W. Ergen disclosed that he beneficially owns 235,944,540 shares of Dish Network Corporation Class A Common Stock representing 53.6% of the shares outstanding. The 53.6% equity stake is based on 204,700,948 shares of Class A Common Stock outstanding on November 29, 2010 and assuming conversion of the shares of Class B Common Stock held by Mr. Ergen into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that Mr. Ergen may be deemed to own beneficially would be approximately 53.1%. Because each share of Class B Common Stock is entitled to 10 votes per share, Mr. Ergen owns beneficially equity securities of the Company representing approximately 90.5% of the voting power of the Company (assuming no conversion of the Class B Common Stock). Cantey M. Ergen also owns 234,764,540 shares of Class A Common Stock representing 53.5% of the shares outstanding based on 204,700,948 shares of Class A Common Stock outstanding on November 29, 2010 and assuming conversion of the shares of Class B Common Stock held by Mrs. Ergen into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that Mrs. Ergen may be deemed to own beneficially would be approximately 53.0%. Because each share of Class B Common Stock is entitled to 10 votes per share, Mrs. Ergen owns beneficially equity securities of the Company representing approximately 90.5% of the voting power of the Company (assuming no conversion of the Class B Common Stock). Ergen Two-Year 2009 DISH GRAT disclosed that it owns 35,006,717 representing 14.6% equity stake. Each of Ergen Two- Year 2010 DISH GRAT, Ergen Three-Year 2010 DISH GRAT, Ergen Four- Year 2010 DISH GRAT and Ergen Five-Year 2010 DISH GRAT own 12,500,000 shares of Class A Common Stock representing 5.8% of the shares outstanding. During the fourth quarter of each year, Mr. Ergen receives an annuity amount from the 2009 GRAT under the trust agreement governing the 2009 GRAT, assuming that the 2009 GRAT has not yet expired. The number of shares of Class B Common Stock to be distributed as an annuity payment is based in part on the price of the stock on the distribution date and therefore cannot be calculated until the date of distribution. On November 30, 2010, the 2009 GRAT distributed 39,993,283 shares of Class B Common Stock held by the 2009 GRAT to Mr. Ergen as an annuity payment. Therefore, the 2009 GRAT currently has beneficial ownership of 35,006,717 shares of Class B Common Stock. The 2009 GRAT will expire in accordance with its terms on November 30, 2011. Mr. Ergen gifted 12,500,000 shares of Class B Common Stock to each of the 2010 GRATs on November 30, 2010. Mr. Ergen established the 2010 GRATs for estate planning purposes. Under the trust agreements establishing the 2010 GRATs, Mr. Ergen's spouse, Cantey Ergen, will serve as trustee of each of the 2010 GRATs and will hold sole voting and investment power over the 12,500,000 shares of Class B Common Stock held by each of the 2010 GRATs. Mr. Ergen receives an annual annuity amount from each of the 2010 GRATs under the trust agreements governing the 2010 GRATs. Members of Mr. and Mrs. Ergen's family are the beneficiaries of the 2010 GRATs. The 2010 Two-Year GRAT will expire two years from the date of transfer of the shares of Class B Common Stock to the 2010 Two-Year GRAT. The 2010 Three-Year GRAT will expire three years from the date of transfer of the shares of Class B Common Stock to the 2010 Three-Year GRAT. The 2010 Four-Year GRAT will expire four years from the date of transfer of the shares of Class B Common Stock to the 2010 Four-Year GRAT. The 2010 Five-Year GRAT will expire five years from the date of transfer of the shares of Class B Common Stock to the 2010 Five-Year GRAT. About DISH Network DISH Network Corporation is the third largest pay television provider in the United States with 14.1 million subscribers as of Dec. 31, 2009. Annual revenues approximate $11.6 billion. The Company's balance sheet at June 30, 2010, showed $9.03 billion in total assets and $10.61 billion in total liabilities, and a stockholders' deficit of $1.58 billion. * * * Dish Network carries a 'Ba3' corporate family rating, with "stable outlook", from Moody's. In March 2010, Moody's said the ratings are not affected by the announcement that a U.S. appeals court upheld a lower court's ruling that despite changes made by Dish to its DVR software, the company was still infringing on TiVo Inc.'s patents. Dish and TiVo have been in litigation since 2004 over TiVo's patent infringement claim. As a result of the ruling, the Company owes approximately $300 million in damages through July 2009 and potentially additional charges should the company be required to pay for patent infringements since July 2009. Dish announced that it will be seeking a further review of the court's latest decision by the full Federal Circuit. Moody's noted that if the company fails to win on the further review, it will have to pay a sizable sum to TiVo, but it will still have to contend with the future of its DVR product offering. Its last hope is to gain approval for a design around the TiVo patents, but if unsuccessful, Dish will need to negotiate a licensing arrangement with TiVo to avoid the risk of having to disable and replace millions of DVRs at significant expense DOLE FOOD: Fitch Affirms Issuer Default Rating at 'B' ----------------------------------------------------- Fitch Ratings has affirmed these ratings of Dole Food Company, Inc. and its wholly owned subsidiary Solvest, Ltd.: Dole (Operating Company) -- Long-term Issuer Default Rating at 'B'; -- $350 million asset-based loan revolver at 'BB/RR1'; -- $239 million secured term loan B at 'BB/RR1'. Solvest Ltd. (Bermuda-based Subsidiary) -- Long-term IDR at 'B'; -- $593 million secured term loan C at 'BB/RR1'. Due to Fitch's recovery analysis and the continued absence of financial stress, primarily resulting from debt reduction, these ratings have been upgraded: Dole (Operating Company) -- $227 million 13.875% third-lien secured notes to 'BB-/RR2' from 'B+/RR3'; -- $315 million 8% third-lien secured notes to 'BB-/RR2' from 'B+/RR3'; -- $155 million 8.75% senior unsecured notes to 'B-/RR5' from 'CCC/RR6'. The Rating Outlook has been revised to Positive from Stable. At Oct. 9, 2010, Dole had $1.6 billion of total debt including capital leases. Rating Rationale: Dole's ratings reflect its relatively high financial leverage, mid-single digit margins and the inherent volatility of the fresh produce industry. These factors are balanced by the company's adequate liquidity, limited near-term maturities, manageable debt amortization schedule and leading worldwide position in the fresh produce and value-added packaged fruits and vegetables business. For the latest 12 month period ended Oct. 9, 2010, total debt-to- operating EBITDA was 4.5 times, operating EBITDA-to-gross interest expense was 2.1x and funds from operations fixed charge coverage was 1.4x. Dole's EBITDA margin for the LTM period was 5.3% and its free cash flow (defined as cash flow from operations less capital expenditures and dividends) was $64 million. Dole's LTM credit statistics are currently in line with Fitch's expectations. Dole's liquidity at Oct. 9, 2010, includes $201 million of cash and $138 million of availability under its ABL revolver which matures on March 2, 2014. Dole is currently in compliance with covenants under its credit agreements. The company's leverage, as defined by its term loan credit agreement, was 3.6x at Oct. 9, 2010. The maximum leverage ratio allowed is 4.75x until June 18, 2011, when the covenant steps down to 4.5x. Fitch estimates that Dole currently has in excess of 20% cushion under this covenant. Dole's nearest upcoming maturity is on July 15, 2013, when the company's 8.75% unsecured notes become due. As previously mentioned, the company's ABL expires March 2, 2014, while its 13.875% and 8% junior lien notes are due March 15, 2014, and Sept. 21, 2016, respectively. Dole's term loans mature on March 3, 2017. Quarterly term loan amortization requirements are manageable at $2.1 million or $8.5 million annually. Positive Outlook and Rating Triggers: The Positive Outlook is due to Fitch's expectation that total debt-to-operating EBITDA will migrate towards 4.0x in 2011 due to modest debt reduction and stable to moderately higher EBITDA margins. Lower earnings in Dole's European banana business caused margins to decline during the year-to-date period ended Oct. 9, 2010. However, Fitch believes European banana pricing could improve in 2011 as supply conditions normalize. Furthermore, the restructuring of Dole's European business is well underway and could also help improve profitability. Leverage in the low 4.0x range along with continued FCF generation is likely to result in an upgrade of Dole's ratings. Fitch is currently projecting FCF of roughly $50 million in 2011. Dole has publicly articulated a goal of net leverage in the 2.0x range driven by operating earnings growth and non-core asset sales. Dole's term loan credit facility requires that 50% of excess cash flow, as defined by the agreement, be used to repay the loans. Both bank facilities mandate that asset sale proceeds be used for debt repayment. Dole is targeting $50 million of assets sales in both 2010 and 2011. Recovery Ratings: The 'RR1' rating on Dole's secured bank facilities indicates that Fitch views recovery prospects on these obligations as outstanding at 91% - 100%. The company's ABL has a first-priority lien on account receivables and inventory and a second-priority lien on real estate and intangible property. Dole's term loans are secured on a first priority basis by real and intangible property and on a second priority basis by ABL collateral. The upgrade of Dole's third-lien secured and senior unsecured notes is due to Fitch's recovery assumptions that trade payables related obligations would not be included in claims if there was a restructuring event and, as previously mentioned, the alleviation of financial stress on the company. The 'BB-/RR2' rating on Dole's third-lien notes reflects Fitch's view that recovery prospects on these notes would be superior at 71% - 90% if there was a distressed situation. Meanwhile, the 'B-/RR5' rating on the company's senior unsecured notes assumes below average recovery. Fitch views terms, as outlined by the July 15, 1993 indenture covering these notes, as offering bondholders minimal credit protection. DOREL BIRTA: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Dorel Birta 15414 North 29th Avenue Phoenix, AZ 85053 Bankruptcy Case No.: 10-39402 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Iva S. Hirsch, Esq. DECONCINI, MCDONALD, YETWIN & LACY, PC 7310 North 16th Street, Suite 330 Phoenix, AZ 85020 Tel: (602) 282-0500 Fax: (602) 282-0520 E-mail: ihirsch@dmylphx.com Scheduled Assets: $132,285 Scheduled Debts: $1,347,975 A list of the Debtor's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb10-39402.pdf DUNE ENERGY: Wayzata Replaces Wells Fargo, Amends Credit Pact ------------------------------------------------------------- On December 7, 2010 Wells Fargo Capital Finance Inc. fka Wells Fargo Foothill Inc. assigned to Wayzata Opportunities Fund II, L.P. its rights and obligations and commitment under its revolving credit facility with Dune Energy Inc., Dune Properties, Inc. as borrowers and Dune Operating Company as guarantor. In connection therewith, on December 7, 2010, Dune Energy Inc. as a borrower entered into the Amended and Restated Credit Agreement with Dune Properties, Inc. as a borrower, Dune Operating Company as the guarantor, Wayzata as the sole lender and Wells as the administrative agent. The Credit Agreement is a $40 million term loan facility which will mature on March 15, 2012. Pursuant to the Credit Agreement: i) interest is 15% per annum which is due and payable, in arrears, on the first day of each month at any time that Obligations are outstanding; and ii) if any or all of the $40 million term loan is prepaid on or prior to November 15, 2011, the Company will owe a prepayment premium equal to 10% of the principal amount prepaid. The Company said, "As security for our obligations under the Credit Agreement, we and certain of our operating subsidiaries continue to grant Agent a security interest in and a first priority lien on all our Oil and Gas Properties and certain deposit accounts. In addition, our subsidiary, Dune Operating Company has guaranteed our obligations." "The Credit Agreement also continues to contain various covenants that limit our ability to: incur indebtedness; dispose of our assets; grant certain liens; enter into certain swaps; make certain investments; prepay any subordinated debt; merge, consolidate, recapitalize, consolidate or allow any material change in the character of our business; enter into farm-out agreements; enter into forward sales; enter into agreements which (i) warrant production of Hydrocarbons (other than permitted hedges) and (ii) will not allow gas imbalances, take-or-pay or other prepayment with respect to its Oil and Gas Properties; and; enter into certain marketing activities. "The Credit Agreement modifies the definition of Change in Control to mean (i) that any 'person' or 'group', other than Permitted Holders or Wayzata and its Affiliates, becomes the beneficial owner, directly or indirectly, of 35%, or more, of the Stock of the Company having the right to vote for the election of members of the Board of Directors, (ii) that a majority of the members of the Board of Directors do not constitute Continuing Directors, (iii) that the Company ceases to own and control, directly or indirectly, 100% of the outstanding Stock of each other Loan Party, (iv) either James Watt or Frank Smith will cease to be involved in the day to day operations and management of the business of the Company, and a successor reasonably acceptable to Agent and Lenders is not appointed on terms reasonably acceptable to Agent and Lenders within 60 days of such cessation of involvement, or (v) any 'Change of Control' or similar term, as defined in the Second Secured Debt Documents. "The Credit Agreement no longer contains covenants relating to minimum EBITDA and net hydrocarbon production, as well as no requirement to hedge. Instead, the credit agreement has a new financial covenant that requires us to maintain the following ratio: the total present value of future net revenues discounted at 10%, or PV-10% of the proved developed reserves must be greater than two (2) times the value of the face amount of the term loan. If an event of default exists under the Credit Agreement, the Lenders will be able to accelerate the maturity of the Credit Agreement and exercise other rights and remedies. "Each of the following would continue to be an event of default: failure to pay any principal when due or any reimbursement amount, interest, fees or other amount within certain grace periods; a representation or warranty is proven to be incorrect when made; failure to perform or otherwise comply with the covenants, including, but not limited to maintenance of (i) required cash management activities and (ii) the Interest Reserve account, or conditions contained in the Credit Agreement or other loan documents, subject, in certain instances, to certain grace periods; default by us on the payment of any other indebtedness to a third party in an aggregate amount in excess of $5.0 million or more and such default occurs at final maturity of such indebtedness or results in the third party's right to accelerate the maturity of such indebtedness; bankruptcy or insolvency events involving us or any of our subsidiaries; the loan documents cease to be in full force and effect; our failing to create a valid lien, except in limited circumstances; the occurrence of a Change in Control; the entry of, and failure to pay or have stayed pending appeal, one or more adverse judgments in excess of an aggregate amount of $5.0 million or more," said the Company. Wayzata or one or more of its affiliates holds approximately $90 million in principal amount of our 10 1/2% Senior Secured Notes due 2012. A full-text copy of the Amended And Restated Credit Agreement is available for free at http://ResearchArchives.com/t/s?70e2 About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company's balance sheet at Sept. 30, 2010, showed $296.72 million in total assets, $343.46 million in total liabilities, and a stockholders' deficit of $248.48 million. * * * Dune Energy carries a 'CCC-' corporate credit rating, with negative outlook, from Standard & Poor's, and 'Ca' corporate family and probability of default ratings, with negative outlook, from Moody's Investors Service. S&P said in April 2010 that "the company's heavy debt burden makes the prospects of a distressed exchange or bankruptcy a distinct possibility." DUTCH GOLD: R. Prettu and D. Hollis Paid with 1-Mil. Shares Apiece ------------------------------------------------------------------ On December 8, 2010, Dutch Gold Resources Inc. issued 1,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, to each of Rauno Perttu and Daniel Hollis in consideration for past unpaid services in the approximate, aggregate amount of $250,000. Each share of Series A Preferred Stock will be entitled t 350 votes on all matters which holders of the Company's common stock are entitled to vote upon and are convertible into shares of common stock at the rate of 10 shares of common stock for each share of Series A Preferred Stock converted. The Series A Preferred Stock will not be entitled to dividends or a liquidation preference. About Dutch Gold Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI) -- http://www.dutchgoldresources.com/-- is a junior gold miner focused on developing its existing mining properties in North America and acquiring and developing new mines that can enter into production in 12 to 24 months. According to the Troubled Company Reporter on Nov. 22, 2010, Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred operating losses from its inception and is dependent upon its ability to meet its future financing requirements, and the success of future operations. The Company's balance sheet as of September 30, 2010, showed $2.01 million in total assets, $6.05 million in total liabilities, and a stockholders' deficit of $4.04 million. E*TRADE FIN'L: Nov. 2010 Daily Average Revenue Trades Up by 4% -------------------------------------------------------------- E*TRADE Financial Corporation presented at the Goldman, Sachs & Co. 2010 U.S. Financial Services Conference. The Company discussed, among other things, its Daily Average Revenue Trades for the month of November. For the month of November, the Company reports DARTs of 158,770, a 9% increase from October and a 4% increase from the year ago period. The Company intends to issue its standard monthly activity report for November, including loan performance data for the October and November periods, on or about December 15, 2010. A full-text copy of the presentation is available for free at http://ResearchArchives.com/t/s?70d4 About E*Trade Financial The E*Trade Financial (NASDAQ: ETFC) family of companies provides financial services including trading, investing and related banking products and services to retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries. * * * E*Trade has a 'B3' long-term issuer rating from Moody's Investors Service. In July 2010, when Moody's changed the outlook to 'stable' from 'negative', the ratings agency said, "E*TRADE's credit profile remains vulnerable to a significantly worse-than-anticipated level of credit losses at the bank, which has previously been the primary reason for the negative outlook. However, Moody's now thinks that the probability of this scenario is reduced by E*TRADE's improved delinquency trends -- delinquencies have been stable or trending down for the last nine months -- and the continued seasoning of its portfolio." DBRS has confirmed the ratings for E*TRADE Financial Corporation (E*TRADE, the Company or the Parent) and E*TRADE Bank (the Bank). DBRS rates E*TRADE's Issuer & Senior Debt at B (high) and the Bank's Deposits & Senior Debt at BB. The trend on all ratings remains Negative, except for the Bank's Short-Term Instruments rating, which is Stable. DBRS has commented that its ratings of E*TRADE Financial Corporation remain unchanged after the Company's 3Q10 earnings announcement. DBRS rates E*TRADE's Issuer & Senior Debt at B (high) and E*TRADE Bank's Deposits & Senior Debt (the Bank) at BB. All ratings, except the Short-Term Instruments rating of the Bank, have a Negative trend. The Company reported net income of $8 million in the quarter, its second consecutive quarter of profitability, following net income of $35 million in 2Q10. In the prior year's quarter, E*TRADE reported a net loss of $82 million, excluding a one-time non-cash charge related to its debt exchange. Over the past year, the Company has made significant progress in preserving its strong franchise, reducing non-core asset exposure and bolstering capitalization. Combined with improving credit trends, E*TRADE's swing to positive earnings is an important step from a ratings perspective. The positive earnings performance was largely driven by lower loan loss provisions, which declined 8% quarter-over-quarter (QoQ) and a more substantial 56% year-over-year (YoY). With improving credit performance trends supporting the reduction in provisions, DBRS anticipates that E*TRADE could continue to generate positive quarterly results, but the environment remains challenging. ECHELON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Echelon Enterprises, Inc. dba Treads Bicycle Outfitters 16701 E. Iliff Avenue Aurora, CO 80013 Bankruptcy Case No.: 10-40898 Chapter 11 Petition Date: December 10, 2010 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Michael E. Romero Debtor's Counsel: Jeffrey S. Brinen, Esq. 303 E. 17th Avenue, Suite 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: jsb@kutnerlaw.com Scheduled Assets: $845,917 Scheduled Debts: $1,660,630 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-40898.pdf The petition was signed by Gene Hodges, president. EDDIE CHILDS: Not a "Small Business" Debtor ------------------------------------------- Chief Bankruptcy Judge William T. Thurman rules that Eddie DeVon Childs and Glenda Jo Childs are not a "small business debtor." According to Judge Thurman, "based upon Debtors' lack of qualifications to be considered a small business debtor, the Court finds the original designation as small business debtors incorrect and a nullity. This determination makes the Debtors' election void ab initio and thus the small business provisions are inapplicable to the Debtors. The Debtors have filed a Disclosure Statement Describing the Plan of Reorganization, and hearings were held on the Disclosure Statement on November 23 and December 2, 2010. The U.S. Trustee has filed an objection to the approval of the Disclosure Statement on various issues and Southwest Community Credit Union filed an objection to confirmation of the plan. Based upon the objections to the Disclosure Statement, the Court will continue the hearing on the Disclosure Statement. The Debtors will not, however, be permitted to engage in further delay without consequences. A separate order establishing dates for confirmation will be issued. A copy of the Court's December 9 Memorandum Decision is available at http://is.gd/iErIPfrom Leagle.com. Southwest Community Credit Union is represented in the case by: Jenny Jones, Esq. Steven Beckstrom, Esq. CLARKSON DRAPER & BECKSTROM, LLC 162 North 400 East, Suite A-204 P.O. Box 1630 St. George, UT 84771 E-mail: jjones@clarksondraper.com sbeckstrom@clarksondraper.com Eddie and Glenda Childs filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 09-33970) on December 15, 2009. Their business Lazy C Enterprises, LLC, filed for Chapter 11 (Bankr. D. Utah Case No. 09-33971) on December 16, 2009. The two cases were consolidated by an order entered on May 12, 2010. Andrew D. Smith, Esq. -- andrew@silverstatelaw.com -- at Ellsworth, Moody & Bennion, Chtd. in Las Vegas, serves as bankruptcy counsel. The Childs disclosed $1,763,904 of debt on their schedules, principally from a mortgage on their home. Lazy C disclosed $455,073 of total debt on its schedules. Lazy C estimated $1 million to $10 million in assets. EMPIRE RESORTS: Obtains $35 Million Bridge Loan From Kien Huat -------------------------------------------------------------- On November 17, 2010, Kien Huat Realty III Limited entered into a definitive loan agreement with Empire Resorts Inc. with respect to the $35,000,000 Bridge Loan. On the same day, Kien Huat made the Bridge Loan to the the Company. The maturity date of the Bridge Loan is the earlier of the consummation of the Rights Offering and June 30, 2011. Under certain circumstances, if the Bridge Loan is not repaid in full by the Outside Date, the Bridge Loan will be extended and the remaining unpaid principal amount of the Loan will have a maturity date of a term of two years and will be convertible into fully paid and non-assessable shares of Common Stock at a price per share, subject to adjustment in accordance with the Loan Agreement, equal to the exercise price of the rights issued in the Rights Offering. If, as of any date during the Extension Term, the average of the Last Reported Bid Prices of the Common Stock for the 20 consecutive trading days ending on the trading day prior to the Measuring Date exceeds 200% of the conversion price in effect on the Measuring Date, then the Company is entitled to elect that Kien Huat convert all of the principal sum remaining outstanding under the Loan Agreement into shares of the Common Stock in accordance with the terms and provisions of the Loan Agreement. If the Company does not elect to force such conversion and there have been no events of default as defined in the Loan Agreement, the Company may voluntarily prepay the Bridge Loan in whole or in part, with all interest accrued through the applicable period, absent notice from Kien Huat of its election to convert. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company's balance sheet at Sept. 30, 2010, showed $74.91 million in total assets, $63.20 million in total liabilities, and stockholders' equity of $11.71 million. Auditor Friedman LLP, in New York, after auditing the Company's 2009 results, said Empire Resorts' ability to continue as a going concern depends on the Company's ability to fulfill its obligations with respect to its $65 million of 5-1/2% senior convertible notes. Friedman also noted of the Company's continuing net losses and negative cash flows from operating activities. ENERGY CONNECT: Names Interim CFO After A. Warner Resignation ------------------------------------------------------------- EnergyConnect Group Inc. named Amir Ameri, interim CFO, reporting to Kevin Evans, president and CEO. During the company's ongoing CFO search, Ameri is replacing Andrew Warner, who resigned effective December 7th and will assist the role transition through December 21st. "Serving as a professional interim senior executive, Amir has accumulated extensive experience raising equity, building back office operations, establishing accounting policies, and negotiating contracts in the hardware and software sectors," said Evans. "We thank Andrew for his service, as he was instrumental in strengthening our financial position, removing our debt and establishing financial controls. We wish him the very best as he moves on to become president and CFO of a small public company." About EnergyConnect Group Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG) -- http://www.energyconnectinc.com/-- is a provider of demand response services to the electricity grid. Demand response programs provide grid operators with additional electricity generation capacity by encouraging consumers to curtail their electricity usage. The Company's balance sheet at July 3, 2010, showed $13.95 million in total assets, $8.40 million in total current liabilities, $3.64 million in long-term liabilities, and $1.91 million in stockholders' equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the year ended Jan. 2, 2010. The independent auditors noted that the Company is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. ENERJEX RESOURCES: West Coast Discloses 24.58% Equity Stake ----------------------------------------------------------- In an amended Schedule 13D filing with the Securities and Exchange Commission on December 2, 2010, West Coast Opportunity Fund, LLC disclosed that it beneficially owns 1,262,054 shares of Enerjex Resources Inc. common stock representing 24.58% of the shares outstanding. The number of shares of Common Stock, $0.001 par value, outstanding on November 2, 2010 was 5,134,628 shares. Each of West Coast Asset Management, Inc., Lowe R. Atticus, Lance W. Helfert and Paul J. Orfalea also own 1,262,054 shares. On October 30, 2010, the Fund, Montecito Venture Partners, LLC, a controlled affiliate of the Fund; Black Sable Energy, LLC, a controlled affiliate of MVP; J&J Operating, LLC, an unrelated third party and the Company entered into a binding letter of intent under which the parties will negotiate the terms on which the Company may acquire certain assets owned by the Acquisition Parties for shares of the Company's common stock and cash. In accordance with the LOI, and subject to the completion of legal due diligence by the Company and the Acquisition Parties, the parties agree that the terms and conditions of the acquisitions will be as set forth in certain formal definitive agreements. On November 30, 2010, the Company and the Acquisition Parties amended the LOI to extend the Termination Date for entering into the Definitive Agreements to December 31, 2010. There are numerous conditions that need to be satisfied in order for the contemplated transactions to proceed, including but not limited to agreements with third parties over which the Company and the other parties to the contemplated transactions have no control. It is unclear whether those conditions will be satisfied, and consequently it is unclear if those contemplated transactions will ever close. The LOI includes customary "no-shop" provisions restricting the Company's ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third parties regarding alternative acquisition proposals. However, the no-shop provision is subject to a customary "fiduciary-out" provision which allows the Company under certain circumstances, and subject to certain conditions, to provide information to and participate in discussions with third parties with respect to certain unsolicited alternative acquisition proposals that the board of directors has determined would, if consummated, result in a transaction more favorable to the Company's stockholders than the transaction contemplated by the LOI and is reasonably likely to be completed on the terms proposed on a timely basis. The LOI contains certain rights for the Issuer and the Acquisition Parties. Upon breach or termination of the LOI under specified circumstances, the Company may be required to pay the Fund a break-up fee. If the Company is required to pay a break-up fee as a result of the Company breaching the terms of the LOI, the Definitive Agreements or entering into an alternative acquisition agreement, the amount of the break-up fee is $750,000. About EnerJex Resources Overland Park, Kansas-based EnerJex Resources, Inc., formerly known as Millennium Plastics Corporation, is an oil and natural gas acquisition, exploration and development company. The Company's oil and natural gas acquisition and development activities are currently focused in Eastern Kansas. The Company's balance sheet at September 30, 2010, showed $6.41 million in total assets, $14.05 million in total liabilities, and a stockholders' deficit of $7.63 million. As reported in the Troubled Company Reporter on July 21, 2010, Weaver & Martin, LLC, in Kansas City, Missouri, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the year ended March 31, 2010. The independent auditors noted that the Company suffered recurring losses and had negative cash flows. ENVIRONMENTAL INFRASTRUCTURE: Xiom Settles Noteholders Suit ----------------------------------------------------------- As of December 3, 2010, Environmental Infrastructure Holdings Corp.'s Xiom subsidiary obtained the agreement of the parties to discontinue a lawsuit without prejudice regarding certain of Xiom's convertible debentures. Specifically, holders of $820,000 of Xiom's 7% Convertible Exchange Notes Due April 1, 2012 previously commenced an action against Xiom and Environmental Infrastructure in the Supreme Court of the State of New York, Queens County, under which action those holders alleged the occurrence and continuance of certain defaults under those notes. Under the agreement, in addition to cancelling the lawsuit, the holders have also agreed to forbear from prosecuting the action, or any other lawsuit related to the defaults under the Notes, until at least May 12, 2011. In consideration of this agreement, Xiom and EIHC have issued, respectively, restated notes and warrants to the holders. The restated notes provide for a conversion price of $0.25 per share and extended their due date to April 1, 2014. The restated warrants provide for a conversion price of $0.50 per share and extended their expiration to April 2014. Each warrant gives the holder the right to purchase 2 shares for each $1 face value of their original notes. Under the restated notes, EIHC agreed to reserve shares for issuance, to register any conversion shares within 90 days, and to anti-dilution provisions. Under the restated warrant, EIHC agreed to piggyback registration rights for shares acquired under exercise of the warrants. Xiom and EIHC also agreed to pay the holders' legal costs for the settlement and related filings. About Environmental Infrastructure West Conshohocken, Pa.-based Environmental Infrastructure Holdings Corp. is the parent company of various environmental manufacturing, engineering and services companies. Currently the company has two wholly owned subsidiaries in Equisol, LLC and Xiom Corp. The Company's balance sheet at Sept. 30, 2010, showed $1.30 million in total assets, $5.32 million in total liabilities, and a stockholders' deficit of $4.02 million. Stockholders' deficit was $3.8 million at June 30, 2010. Michael T. Studer CPA P.C., in Freeport, N.Y., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses for the years ended December 31, 2009, and 2008, and has a deficiency in stockholders' equity at December 31, 2009. The Company reported a net loss of $7.94 million on $3.65 million of revenue for 2009, compared with net income of $33,952 on $6.07 million of revenue for 2008. Stockholders' deficit was $2.83 million at Dec. 31, 2009. EXPRESSWAY DEVELOPMENT: Agrees to Pay Lender Avoid Case Dismissal ----------------------------------------------------------------- The Hon. Niles Jackson of the U.S. Bankruptcy Court for the Western District of Oklahoma approved the stipulation between Expressway Development, LLC, and secured creditor Spirit Bank, resolving the bank's motion to dismiss or convert the Debtor's case to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on October 12, 2010, SpiriBank asked for the dismissal or conversion of the case because as of the Petition Date, the Debtor has not paid any money. The terms of the stipulation included, among other things: -- Payment by November 30, 2010, of all accrued interest owing on the certain promisory with underlying mortgage which secured the Guthrie property (a certain property located in Guthrie, Logan County, Oklahoma), which is owned by the Debtor and upon which SpiritBank maintains a mortgage. The unpaid accrued interest owinf was $15,500 as of October 26, with interest at the per diem rate of $39.54 from October 26, through November 30. -- Payment by November 30 of $3,000 as and for reimbursement for SpiritBank for attorney fees and costs incurred. -- Payment of all unpaid accrued interest at the end of each month, commencing December 31, 2010, continuing with January 31 and February 28, 2011. -- In every instance regarding the payments payable to SpiritBank for the end-of-month payments, the Debtor will be given a 10 day cure period. About Expressway Development Oklahoma City, Oklahoma-based Expressway Development, LLC, filed for Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. W.D. Okla. Case No. 10-12088). Charles E. Wetsel, Esq., at Robertson & Williams, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million. FM AVIATION: Files Schedules of Assets and Liabilities ------------------------------------------------------ FM Aviation II, LLC, has filed with the U.S. Bankruptcy for Middle District of Florida its schedule of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property $0 B. Personal Property Undetermined C. Property Claimed as Exempt D. Creditors Holding Secured Claims $18,622,030 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $312,200 ------------ ------------ TOTAL Undetermined Undetermined About FM Aviation Clearwater, Florida-based FM Aviation, LLC, filed for Chapter 11 bankruptcy protection on October 14, 2010 (Bankr. M.D. Fla. Case No. 10-24832). Langfred W. White, Esq., at the Law Offices Of Langfred W. White, PA, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Frank M. Mongelluzzi filed a separate Chapter 11 petition on September 22, 2010 (Bankr. M.D. Fla. Case No. 10-39289). FM AVIATION: Court Hears VFS Dismissal Plea ------------------------------------------- The hearing on the motion of VFS Financing, Inc., to dismiss the Chapter 11 case of FM Aviation II, LLC, has been continued from November 23, 2010, to December 13, 2010. No order on the dismissal motion is yet available on the Court's docket. VFS Financing is owed $18,519,694 on account of notes secured by liens on two business-class jet aircraft of the Debtors and the proceeds thereof. VFS Financing, Inc., is represented by: Stephen D. Busey, Esq. Allan E. Wulbern, Esq. SMITH HULSEY & BUSEY 225 Water Street, Suite 1800 Jacksonville, FL 32202 Telephone: (904) 359-7700 E-mail: awulbern@smithhulsey.com - and - Joseph J. Tuso, Esq. REED SMITH LLP 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 Telephone: (215) 851-8100 About FM Aviation Clearwater, Florida-based FM Aviation, LLC, filed for Chapter 11 bankruptcy protection on October 14, 2010 (Bankr. M.D. Fla. Case No. 10-24832). Langfred W. White, Esq., at the Law Offices Of Langfred W. White, PA, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Frank M. Mongelluzzi filed a separate Chapter 11 petition on September 22, 2010 (Bankr. M.D. Fla. Case No. 10- 39289). FRANKLIN PACIFIC: Amended Plan Outline Hearing Set for January 20 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will convene a hearing on January 20, 2011, at 1:30 p.m, to consider adequacy of the Disclosure Statement, explaining Franklin Pacific Finance LLLP's reorganization plan, as amended. Objections, if any, are due January 6, 2011. As reported in the Troubled Company Reporter on November 10, 2010, Bankruptcy Judge Vincent Zurzolo denied approval of the disclosure statement. According to the Disclosure Statement, the Debtor intends to pay creditors and interest-holders from future earnings from continued operations of the Debtor, including rental income, interest income, potential sales or refinances of properties, and note payments due to the Debtor. Most likely, general unsecured creditors can expect payment beginning 30 days after the Effective Date of this Plan in the amount of 1/3 of each creditors' unsecured claim plus 4% interest and continuing every month for 2 additional months. Under the Plan, plan payments will occur from year 2011 to 2012. A full-text copy of the amended Plan is available for free at About Franklin Pacific Santa Monica, California-based Franklin Pacific Finance, LLLP, engages in the business of acquiring and operating real estate assets and loans secured by real estate assets, equipment, vehicles and business assets, unsecured loans. The Company acquires assets and loans as portfolios or in stand-alone transactions. The Company filed for Chapter 11 bankruptcy protection on May 24, 2010 (Bankr. C.D. Calif. Case No. 10-30727). Leslie A. Cohen, Esq., Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C., in Santa Monica, California, serve as counsel to the Debtor. The Company estimated assets and debts at $10 million to $50 million as of the petition date. GARY KAROLSKI: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Gary Karolski dba Tri-County Towing Tri-County Auto Parts and Salvage 20250 33 Mile Road Armada, MI 48005 Bankruptcy Case No.: 10-76897 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J Shefferly Debtor's Counsel: Aaron J. Scheinfield, Esq. Martin L. Fried, Esq. GOLDSTEIN BERSHAD & FRIED PC 4000 Town Center, Suite 1200 Southfield, MI 48075 Tel: (248) 355-5300 Fax: (248) 355-4644 E-mail: aaron@bk-lawyer.net marty@bk-lawyer.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-76897.pdf GARY PHILLIPS: Files Schedules of Assets & Liabilities ------------------------------------------------------ Gary Phillips Construction, LLC, has filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,815,389 B. Personal Property $440,309 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,663,052 E. Creditors Holding Unsecured Priority Claims $52,780 F. Creditors Holding Unsecured Non-priority Claims $898,567 ----------- ----------- TOTAL $13,255,698 $7,614,399 A copy of the schedules is available for free at: http://bankrupt.com/misc/GARY_PHILLIPS_sal.pdf Piney Flats, Tennessee-based Gary Phillips Construction, LLC, filed for Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. E.D. Tenn. Case No. 10-53097). Fred M. Leonard, Esq., who has an office in Bristol, Tennessee, serves as the Debtor's counsel. GARY PHILLIPS: Section 341(a) Meeting Scheduled for Jan. 10 ----------------------------------------------------------- The U.S. Trustee for Region 8 will convene a meeting of Gary Phillips Construction, LLC's creditors on January 10, 2011, at 11:00 a.m. The meeting will be held at Bankruptcy Meeting Room 111, Greeneville, Tennessee. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Piney Flats, Tennessee-based Gary Phillips Construction, LLC, filed for Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. E.D. Tenn. Case No. 10-53097). Fred M. Leonard, Esq., who has an office in Bristol, Tennessee, serves as the Debtor's counsel. According to its schedule, the Debtor disclosed $13,255,698 in total assets and $7,614,399 in total debts as of the Petition Date. GCIC DEVELOPMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: GCIC Development Corp. 4251 Sweetwater Road Bonita, CA 91902 Bankruptcy Case No.: 10-21674 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Margaret M. Mann Debtor's Counsel: Daniel Masters, Esq. DANIEL C. MASTERS P.O. Box 66 La Jolla, CA 92038 Tel: (858) 459-1133 Scheduled Assets: $2,083,740 Scheduled Debts: $768,880 The Company did not file a list of creditors together with its petition. The petition was signed by Frank Campos, CEO. GEC TRUCKING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: GEC Trucking, Inc. 2950 Melson Avenue Jacksonville, FL 32254 Bankruptcy Case No.: 10-10626 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Bryan K. Mickler, Esq. 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 Fax: (904) 725-0855 E-mail: court@planlaw.com Scheduled Assets: $1,581,245 Scheduled Debts: $2,002,569 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10626.pdf The petition was signed by Gene E. Carter, Sr., president. GENERAL MOTORS: Proposes to Hike Brownfield Fee Cap to $1.3MM ------------------------------------------------------------- Motors Liquidation Co. and its units seek the Bankruptcy Court's permission to amend an engagement letter with Brownfield Partners, LLC, to increase the firm's total consultant labor cap to $1,300,000. Counsel to the Debtors, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that Brownfield Partners has proven itself to be a critical player in the Debtors' remediation efforts and the firm's role has continued to grow and develop. Thus, the Debtors executed a third letter agreement with Brownfield Partners to allow the firm, subject to Court approval, to continue providing certain services for a total cost of consultant labor not to exceed $1,300,000. In connection with the Debtors' liquidation and disposition of its remaining assets, Brownfield will: (a) assist the Debtors with remaining remediation cost estimate adjustments; (b) review and advise on 2010/2011 remediation work scoping and contracting; (c) assist with regulatory interface and compliance; (d) provide historical information and advisory services for transition to a trustee team handling the environmental remediation trust; (e) provide support to federal and state governments regarding remediation estimates and approval of past and future costs; (f) assist with claims resolution; and (g) prepare and process interim fee applications for the subject period and for interim fee applications pending for previous work. Specifically, the Debtors seek the Court's permission to increase the total cost of consultant labor by an additional amount up to $200,000 so that Brownfield Partners may continue to provide those services as sought by the Debtors. Allowing Brownfield Partners to thoroughly perform its consulting services is in the best interests of the Debtors and their estates in that it will assist the Debtors in addressing environmental matters and facilitate the efficient and economic administration of their estates, Mr. Smolinsky insists. 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: Bates White Clarifies Relationship with LRG ----------------------------------------------------------- Charles H. Mullin, a partner at Bates White LLC -- charlie.mullin@bateswhite.com -- submitted to the Court a declaration to clarify his firm's relationship with Litigation Resolution Group, LLC in response to allegations made by the Official Committee of Unsecured Creditors Holding Asbestos- Related Claims during the November 22, 2010 hearing. The Official Committee of Unsecured Creditors of Motors Liquidation Co. had sought and obtained the Court's authority to retain Bates White, LLC, as its consultant on the valuation of asbestos liabilities, nunc pro tunc to March 16, 2010. Mr. Mullin relates that he controlled LRG and managed its operations at all times since its creation in April 2007. He has a 24.24% economic interest in LRG. Other Bates White partners Drs. Charles Bates, David DeRamus, Eric Gaier, Mathew Raiff and Halbert White each own 12.12% of LRG, and Dr. Douglas Bernheim owns 6.06% of LRG. Those passive economic stakes were granted in exchange for "angel funding" provided by these individuals, which totaled less than $600,000 in the aggregate and was used to fund LRG's operations, Mr. Mullin explains. At the November 22 hearing, the Asbestos Committee and counsel for certain mesothelioma claimants alleged that LRG has financial interests "completely different than [those of] any other expert" in these Chapter 11 cases, in that LRG supposedly assumes the liabilities of asbestos defendants and consequently has a financial stake in the outcome of ongoing asbestos litigation. The Asbestos Committee further alleged that Bates White concealed its connections with LRG and employed "false pretenses" to obtain its consent to the stipulated orders entered on August 24 and October 22, 2010 with respect to the trust discovery sought by the Official Committee of Unsecured Creditors. Mr. Mullin clarifies that LRG's role has always been limited to that of a broker, and its economic interest has merely been to receive a fee in connection with the potential transaction, he relates. Since LRG's inception, the Bates White colleagues have been open and public about LRG and their connections to it, he insists. Among other things, he has spoken about LRG repeatedly and at length at numerous industry conferences; has discussed, and exchanged emails about LRG with prominent members of the asbestos plaintiffs' bar; and LRG's Web site at all times has prominently disclosed his identity as a Bates White partner. He adds that he or his business partners have discussed LRG on multiple occasions with or in the presence of the Asbestos Committee's counsel. 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: Fee Examiner Proposes G&K as Counsel ---------------------------------------------------- Timothy F. Nixon, Esq., a shareholder and member of the board of directors of Godfrey & Kahn, S.C., in Milwaukee, Wisconsin -- tnixon@gklaw.com -- disclosed that his firm was retained by Auto- Wares LLC in a lawsuit pending in the U.S. District Court for the Western District of Michigan. Honigman Miller Schwartz and Cohn LLP are co-counsel to Godfrey & Kahn in that case, he says. In addition, Godfrey & Kahn was retained by Formax, Inc. and Provisur Technologies Inc. in a patent infringement case in the U.S. District Court for the Eastern District of Wisconsin, Mr. Nixon stated. The lead counsel in that case is Jenner & Block LLP, he adds. 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: PI Claimants Win Lift Stay to File Lawsuits ----------------------------------------------------------- Motors Liquidation Co. and its units sought approval from the bankruptcy court of stipulations they entered into with each of Teresa Pace and Tammy Morway lifting the automatic stay solely to allow Ms. Pace and Morway to commence civil actions before state courts and name Motors Liquidation Company as a defendant. By the civil actions, Ms. Pace and Morway intend to recover for alleged injuries and damages resulting from prepetition accidents allegedly involving the Debtors. Ms. Pace filed Claim No. 60081 asserting an unsecured claim for $450,000 against the Debtors. Ms. Morway filed Claim No. 60069 asserting an unsecured claim for $2,000,000. The Debtors say they have no objection to the naming of MLC as a defendant in the State Court Actions provided that any recovery obtained in the actions will not be asserted or enforced against the Debtors' bankruptcy estates or any of their assets or properties. The parties agree that automatic stay will be modified solely to the limited extent necessary to enable the creditors to name MLC as a defendant in the State Court Action and for the State Court Action to proceed to final judgment or settlement. T. Bynum Deal The Debtors and Timothy Bynum entered into a Court-approved stipulation for the modification of the automatic stay solely to allow: (a) Mr. Bynum to pursue a civil action in Indiana against Motors Liquidation Company and Adamo Demolition Company to recover for alleged injuries related to alleged toxic exposure on an MLC property; (b) the State Court Action to proceed to final judgment or settlement; and (c) Mr. Bynum to attempt to recover any liquidated final judgment or settlement with respect to the State Court Action from the available liability coverage, if any, provided by Adamo's insurance coverage. Mr. Bynum has not, and will not, file a proof of claim in the Debtors' Chapter 11 case, nor will he seek discovery from MLC in connection with the State Court Action. Samuel Barrow Deal The Debtors and Samuel Barrow entered into a Court-approved stipulation resolving Mr. Barrow's lift stay request. The parties agree that Claim No. 48400 will be designated by the Debtors for alternative dispute resolution pursuant to the ADR Order no later than December 31, 2010. The Parties reserve all rights in the event that the Claim is not successfully resolved by the alternative dispute resolution proceedings. The automatic stay under Section 362 of the Bankruptcy Code will not serve as an impediment to allowing Mr. Barrow's action in the U.S. District Court for the Southern District of Ohio, Western Division at Dayton against General Motors Corp., to proceed as to non-Debtor codefendants Harco Industries, Inc. and Manpower of Dayton, Inc. The Debtors do not object to being severed from the Ohio Action and the Ohio Action proceeding as to any non-Debtor parties. 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) GEORGE DONOHUE: Multiple Debtors' Bid to Hire One Counsel Denied ---------------------------------------------------------------- Judge Martin Glenn issued an opinion to address the proposed retention by multiple debtors of a single professional under Section 327(a) of the Bankruptcy Code where the Debtors in the four cases may hold claims for contribution against one another and some of the debtors are creditors of others. The debtor in each of four related bankruptcy proceedings, In re JMK Construction Group, Ltd., In re George Donohue, In re John Varacchi, and In re Jacob M. Kopf, filed an application to retain Pick & Zabicki LLP as counsel to the Debtor in each case. Debtors Varacchi and Donohue also seek to retain The Law Offices of Edward Weissman as special litigation counsel pursuant to Section 327(e) in connection with a judgment rendered against the Debtors in a federal court action entitled Air China Limited v. Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was the impetus for the filing of the bankruptcy petitions. Debtors JMK Construction Group and Kopf also filed applications for retention of Peter A. Morales, CPA, PC, as accountant in the JMK and Kopf bankruptcy cases pursuant to Section 327(a). The United States Trustee opposes the retention of P&Z as counsel, Weissman as special counsel and Morales as accountant, arguing that there are disabling conflicts of interest that preclude representation by the professionals of more than one debtor. Air China, as a judgment creditor to the Debtors, opposes the retention of P&Z and Morales based on what it perceives as P&Z's failure to disclose material facts relating to the relationships between the Debtors, and, as a result of such relationships, ongoing irremediable conflicts of interest. Judge Glenn rules that as a result of the judgment against the Debtors in the Air China Case, the Debtors may continue to have a right of contribution against each other under New York law. Even though inter-debtor claims were purportedly "waived" by a letter filed with the Court, Judge Glenn says the waiver is both ineffective and insufficient to waive the actual conflicts of interest present. Accordingly, Judge Glenn agrees with the U.S. Trustee and Air China and denies the retention applications of P&Z, Weissman and Morales. P&Z, Weissman and Morales may seek retention as counsel to only one of the Debtors in their reorganization cases. A copy of Judge Glenn's December 9 Memorandum Opinion is available at http://is.gd/iEuAQfrom Leagle.com. JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968); John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue (Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter 11 bankrutpcy after a jury returned a verdict against them in the Air China Case, tried before the Hon. Laura Taylor Swain in the United States District Court for the Southern District of New York. JMK and Messrs. Donohue and Varacchi filed on July 23, 2010. Mr. Kopf filed for Chapter 11 on September 14, 2010. JMK Construction and Messrs. Donohue and Kopf did not declare their assets and debts in their petitions. Mr. Varacchi declared under $50,000 in debts but did not indicate his total assets. A copy of the JMK Construction petition is available at: http://bankrupt.com/misc/nysb10-13968.pdf A copy of the Varacchi petition is available at: http://bankrupt.com/misc/nysb10-13965.pdf A copy of the Donohue petition is available at: http://bankrupt.com/misc/nysb10-13959.pdf A copy of the Kopf petition is available at: http://bankrupt.com/misc/nysb10-14847.pdf GRANTHAM PROPERTY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Grantham Property LLC 7399 E. Tierra Buena Lane, #3 Scottsdale, AZ 85260 Bankruptcy Case No.: 10-39331 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case, II Debtor's Counsel: Kevin C. McCoy, Esq. KELLY MCCOY, PLC 1411 N. Third Street Phoenix, AZ 85004 Tel: (602) 687-7433 Fax: (602) 687-7466 E-mail: kmccoy@kelly-mccoy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Terry L. Grantham, Jr., member. GREAT ATLANTIC & PACIFIC: Asks for 15 More Days to File Schedules ----------------------------------------------------------------- The Great Atlantic & Pacific Tea Company Inc. and its affiliated debtors ask the Court to give them 15 more days to file their schedules of assets and liabilities and statement of financial affairs. Section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure require a debtor to file its (i) schedules of assets and liabilities; (ii) schedules of current income and expenditures; (iii) schedules of executory contracts and unexpired leases; and (iv) statements of financial affairs within 15 days after its bankruptcy filing. Paul Basta, Esq., at Kirkland & Ellis LLP, in New York, says the proposed extension is reasonable given the scope of the Debtors' businesses, the limited staff available to perform the required internal review of their financial records and affairs, and the numerous critical operational matters that their accounting and legal personnel must address in the early days of their Chapter 11 cases. "Focusing the attention of their key accounting and legal personnel on critical operational and chapter 11 compliance issues during the early days of these Chapter 11 cases will help the Debtors make a smoother transition into Chapter 11 and, therefore, ultimately will maximize the value of their estates," Mr. Basta says. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of September 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Bankruptcy Creditors' Service, Inc., publishes GREAT ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREAT ATLANTIC & PACIFIC: Court Okays First Day Motions ------------------------------------------------------- The Great Atlantic & Pacific Tea Company, Inc. disclosed the U.S. Bankruptcy Court for the Southern District of New York has approved the Company's $800 million Debtor-in-Possession financing provided by JPMorgan Chase & Co. Of the total DIP facility, a $350 million term loan will be immediately funded. The Company also announced that the Court had granted A&P's motion to approve its request for "first day orders," including: Immediate authority to pay employees' salaries and wages and to continue providing health and other employee benefits to them; Authority to pay certain pre-petition obligations to critical vendors and suppliers in the ordinary course; and Authority to continue to satisfy all of its pre-petition obligations to customers, including existing loyalty and promotional programs. The Court also entered various other orders to ensure that the Company has the ability to operate smoothly during the Chapter 11 process. A&P continues to conduct its business and serve customers at its 395 stores. The Company's stores are fully stocked with their complete range of high quality products, and all existing customer promotional and customer loyalty programs will stay in place. A&P announced on December 12 that voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code have been filed with the U.S. Bankruptcy Court for the Southern District of New York to restructure the Company's debt and reorganize the business. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of September 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Bankruptcy Creditors' Service, Inc., publishes GREAT ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREAT ATLANTIC & PACIFIC: Updated Case Summary & Creditors' Lists ----------------------------------------------------------------- Debtor: The Great Atlantic & Pacific Tea Company, Inc. 2 Paragon Road Montvale, NJ 07645 Bankruptcy Case No.: 10-24549 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- 2008 Broadway, Inc. 10-24550 AAL Realty Corporation 10-24551 Adbrett Corporation 10-24552 Amsterdam Trucking Corporation 10-24553 APW Supermarket Corporation 10-24554 APW Supermarkets, Inc. 10-24548 Bergen Street Pathmark, Inc. 10-24555 Best Cellars DC, Inc. 10-24556 Best Cellars Inc. 10-24557 Best Cellars Licensing Corp. 10-24558 Best Cellars Massachusetts, Inc. 10-24559 Best Cellars VA, Inc. 10-24560 Bev, Ltd. 10-24561 Borman's Inc. 10-24562 Bridge Stuart, Inc. 10-24563 Clay-Park Realty Corp. 10-24564 Compass Foods, Inc. 10-24565 East Brunswick Stuart, LLC 10-24566 Farmer Jack's of Ohio, Inc. 10-24567 Food Basics, Inc. 10-24568 Gramatan Foodtown Corp. 10-24569 Grape Finds at DuPont, Inc. 10-24570 Grape Finds Licensing Corp. 10-24571 Greenlawn Land Development Corp. 10-24572 Hopelawn Property I, Inc. 10-24573 Kohl's Food Stores, Inc. 10-24574 Kwik Save Inc. 10-24575 Lancaster Pike Stuart, LLC 10-24576 LBRO Realty, Inc. 10-24577 Lo-Lo Discount Stores, Inc. 10-24601 Mac Dade Boulevard Stuart, LLC 10-24578 McLean Avenue Plaza Corp. 10-24579 Milik Service Company, LLC 10-24580 Montvale Holdings, Inc. 10-24581 North Jersey Properties, Inc. VI 10-24582 Onpoint, Inc. 10-24583 Pathmark Stores, Inc. 10-24584 Plainbridge, LLC 10-24585 SEG Stores, Inc. 10-24586 Shopwell, Inc. 10-24587 Shopwell, Inc. 10-24588 Spring Lane Produce Corp. 10-24589 Super Fresh Food Markets, Inc. 10-24590 Super Fresh/Sav-A Center, Inc. 10-24591 Super Market Service Corp. 10-24592 Super Plus Food Warehouse, Inc. 10-24593 Supermarkets Oil Company, Inc. 10-24594 The Food Emporium, Inc. 10-24595 The Great Atlantic & Pacific Tea Co., Inc. 10-24549 The Old Wine Emporium of Westport, Inc. 10-24596 The South Dakota Great Atlantic & Pacific Tea Company, Inc. 10-24597 Tradewell Foods of Conn., Inc. 10-24598 Upper Darby Stuart, LLC 10-24599 Waldbaum, Inc. 10-24600 Type of Business: The Great Atlantic & Pacific Tea Company is a supermarket chain. The Company operates 428 stores in eight states and the District of Columbia under the following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a- Center, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics. Web site: http://www.aptea.com/ Chapter 11 Petition Date: December 12, 2010 Bankruptcy Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Bankruptcy Judge: Robert D. Drain Debtors' Counsel: Paul M. Basta, Esq. James H.M. Sprayregen, Esq. Ray C. Schrock, Esq. Kirkland & Ellis, LLP 601 Lexington Avenue New York, NY 10022 Tel.: (212) 446-4800 Fax : (212) 446-4900 E-mail: pbasta@kirkland.com james.sprayregen@kirkland.com ray.schrock@kirkland.com James J. Mazza, Jr., Esq. Kirkland & Ellis LLP 300 N LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: james.mazza@kirkland.com Debtors' Claims Agent: Kurtzman Carson Consultants LLC 2335 Alaska Ave El Segundo, CA 90245 Tel: (310) 823-9000 Debtors' Financial Advisor: Lazard Freres & Co. LLC Debtors' Management Consultants: Huron Consulting Group Total Assets: $2,531,032,000 Total Debts: $3,210,965,000 The petition was signed by Frederic F. Brace, A&P chief administrative officer and chief restructuring officer. Debtors' List of Debtors' 40 Largest Unsecured Creditors: Entity/Person Nature of Claim Claim Amount ------------- --------------- ------------ Wilmington Trust Company Bond Debt $229,000,000 Rodney Square North 1100 Market St Wilmington, DE 19890 Wilmington Trust Company Bond Debt $200,000,000 Rodney Square North 1100 Market St Wilmington, DE 19890 Wilmington Trust Company Bond Debt $165,000,000 Rodney Square North 1100 Market St Wilmington, DE 19890 McKesson Drug Co Trade Debt $15,119,582 Wilmington Trust Company Bond Debt $12,840,000 Haddon House Food Products Trade Debt $10,611,632 Coca-Cola Enterprises Trade Debt $7,099,716 Frito-Lay Inc Trade Debt $4,528,126 Nabisco Biscuit Company Trade Debt $3,982,278 Pepsi-Cola-Hasbrouck Heights Trade Debt $3,172,078 Nestle DSD Company Ice Cream Trade Debt $2,158,873 Entenmann's Bakery Trade Debt $2,154,250 Pepsi-Cola Bottling Company Trade Debt $1,728,999 of New York, Inc. Pepperidge Farm Inc Bread Trade Debt $1,696,820 Keebler Biscuit Co Trade Debt $1,617,637 Dora's Naturals Inc. Trade Debt $1,513,969 18718 Borman Avenue Lease Rent $1,456,000 Ashley Livonia A&P, LLC Lease Rent $1,391,936 Arnold Bakers Inc Trade Debt $1,388,848 S B Thomas Inc Trade Debt $1,304,352 Amalgamated Meat Cutters Union Debt $1,262,649 Stroehmann Bakeries Inc Trade Debt $1,238,504 Meadowbrook - Suffolk Trade Debt $1,158,432 Interstate Brands Trade Debt $1,118,325 Advantage IQ Inc Utility Debt $1,109,220 Riveroak-Cofinance-Carteret, Lease Rent $1,085,841 LLC Garelick Farms Inc Trade Debt $1,055,286 Wise Foods Trade Debt $912,221 Grocery Haulers Inc Trade Debt $893,848 Farmland Dairies Trade Debt $877,892 Canada Dry Bottling of NY Trade Debt $860,523 OTR Associates Lease Rent $847,193 Lehigh Valley Dairies Trade Debt $806,484 G/W Jefferson-St. Jean LLC Lease Rent $789,212 Bunzl Distribution Trade Debt $774,073 Snapple Distributors Inc Trade Debt $736,266 ISE America Trade Debt $719,575 FJ Livonia Portfolio, L.P. Lease Rent $673,049 Lami Products Trade Debt $673,048 Martin's Famous Pastry Trade Debt $670,705 Debtors' List of Largest Secured Creditors: Creditors Type of Collateral Claim Amount --------- ------------------ ------------ Bank of America, N.A. as Accounts receivable, $133,800,000 Administrative Agent chattel paper, claims, for Senior Secured Credit judgments, settlements, Facility deposit accounts, c/o Christine Hutchinson documents, equipment, Bank of America, N.A. fixtures, general 100 Federal Street intangibles, goods, Boston, Massachusetts 02110 instruments, inventory, Fax: 617-790-1234 investment property, letter of credit rights, software, supporting obligations, cash, insurance proceeds, certain real property, certain leasehold interests, pledged stock and the proceeds thereof. Wilmington Trust Company as Accounts receivable, $260,000,000 Indenture Trustee for chattel paper, claims, Holders of Second Lien Notes judgments, settlements, c/o Corporate Trust deposit accounts, Administration documents, equipment, Rodney Square North fixtures, general 1100 Market Street intangibles, goods, Wilmington, DE 19890 instruments, inventory, Fax: 302-636-4145 investment property, letter of credit rights, software, supporting obligations, cash, insurance proceeds, certain real property, certain leasehold interests, pledged stock and the proceeds thereof. HACIENDA GARDENS: Can Access Secured Creditors' Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized Hacienda Gardens, LLC, to access the cash collateral of its secured creditors. In a court docket entry, all parties consented to the Debtor's use of cash collateral to pay the real estate taxes of $154,748. As reported in the Troubled Company Reporter October 28, 2010, the Debtor's secured creditors are First Horizon Home Loans, a Division of First Tennessee Bank National Association, successor- by-merger to First Horizon Home Loan Corporation, JP Morgan Chase Bank National Association, and the Martha E. Sanfilippo Survivor's Trust. As adequate protection for any diminution in value of the lenders' collateral, the Debtor will grant the secured creditors replacement liens on rents generated from each secured creditor's respective collateral; superpriority administrative expense claim; and payments of $45,000 to FHB, $20,661 to Chase, and $8,944 to Heritage Bank of Commerce. About Hacienda Gardens, LLC Cupertino, California-based Hacienda Gardens, LLC, owns and operates a commercial shopping center in San Jose, California. The Debtor leases the Center under the Ground Leases from the Rajkovich Family who own the underlying land. The Company filed for Chapter 11 bankruptcy protection on May 24, 2010 (Bankr. N.D. Calif. Case No. 10-55423). Binder & Malter, LLP, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million. HACIENDA GARDENS: Has Until January 14 to Amend Plan Outline ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of California has continued until February 17, 2011, at 11:00 a.m., the hearing to consider adequacy of the Disclosure Statement explaining Hacienda Gardens, LLC's Plan of Reorganization. In a court docket entry, the Court directed the Debtor to file an amended disclosure statement by January 14. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. As reported in the Troubled Company Reporter on October 26, the Plan provides for extension of the obligations currently due to First Horizon Home Loans, a Division of First Tennessee Bank National Association, successor-by-merger to First Horizon Home Loan Corporation (FHB) and Heritage Bank of Commerce for 36 months each after the Effective Date (unless repaid paid sooner) with payments continuing at the contract rate of interest. Payments to JP Chase Morgan Bank will continue without modification. Unsecured claimants are to receive the Center's net profits for three years with a minimum dividend paid of $72,000 which will, depending upon whether the insider claim of Mark Tersini is voluntarily subordinated or not, provide a dividend of either 8.7% (if not) to 25.9% if it is and the Rite Aid Lease is not rejected. Priority and administrative claims, if any, will be paid in full at the Effective Date unless they agree to another treatment. The Center is a commercial shopping center situated upon 12.097 acres of land in San Jose, California. Included in this 12.097 acres is approximately 124,246 square feet of commercial leasable space well as acreage zoned for a sizeable residential development. Under the Plan, the Debtor will utilize rents from the Center to operate it and make all required payments under the Plan. To the extent that the funds are inadequate the Debtor will borrow or its members will contribute adequate sums to perform the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/HACIENDAGARDENS_DS.pdf About Hacienda Gardens, LLC Cupertino, California-based Hacienda Gardens, LLC, owns and operates a commercial shopping center in San Jose, California. The Debtor leases the Center under the Ground Leases from the Rajkovich Family who own the underlying land. The Company filed for Chapter 11 bankruptcy protection on May 24, 2010 (Bankr. N.D. Calif. Case No. 10-55423). Binder & Malter, LLP, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million. HARBOR FREIGHT: Moody's Assigns 'Ba3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a Ba3 Corporate Family Rating to Harbor Freight Tools USA, Inc., and Ba3 ratings to the company's proposed $750 million senior secured term loan and $25 million secured revolving credit facility. The ratings assigned are subject to receipt of final documentation. The rating outlook is stable. Proceeds from the new senior secured term loan will be used to refinance approximately $479 million of existing debt and the balance, together with excess cash held by the company, will be used to fund a dividend to HFT's shareholders. These ratings were assigned: -- Corporate Family Rating at Ba3 -- Probability of Default Rating at Ba3 -- $750 million senior unsecured term loan due 2017 at Ba3 (LGD 4, 50%) -- $25 million senior secured revolver due 2015 at Ba3 (LGD 4, 50%) Ratings Rationale HFT's Ba3 Corporate Family Rating reflects its moderate financial leverage resulting from the proposed transaction. Pro forma debt/EBITDA will be in the mid 3 times range (incorporating Moody's standard analytical adjustments for operating leases). The ratings are also supported by HFT's high operating margins and generally consistent positive sales growth. Moody's believes value-priced retailers such as HFT, are well positioned in the current economic environment, as Moody's expect these retailers to maintain share gains realized during the recessionary economic environment. Key credit concerns include the company's relatively small size relative to larger, better capitalized home improvement retailers, and long term track record of paying debt financed dividends to its shareholders. Over the past 4 years, HFT's debt financed dividends (inclusive of the proposed transaction) were more than half of cumulative EBITDA over this period. The Ba3 rating assigned to the secured credit facilities reflect their priority first lien position in substantially all assets of the company along with the fact that it is the only material debt in HFT's capital structure. The stable outlook considers that HFT's leverage will not improve over the long-term despite future earnings growth due to continued good overall execution. Moody's anticipates the company will continue to pay the maximum amount of dividends allowed. And while the new loan agreement will include some limitation on HFT's ability to pay dividends, such restrictions can be amended by a decision of a simple majority of lenders. In view of the company's track record of debt financed dividends, Moody's believes an upgrade in the near term is unlikely. Longer term, an upgrade would require greater comfort that HFT's financial policy will remain balanced and prudent. At the same time, the company would need to maintain moderate financial leverage with debt/EBITDA expected to be sustained below 4.0 times. Ratings could be downgraded if the company were to undertake further debt financed dividends that resulted in a sustained increase in leverage. Quantitatively, ratings could be downgraded if Moody's expected the company to sustain debt/EBITDA in excess of 4.5 times. The company is involved in certain litigation with prior owners, and while Moody's believes litigation risk is low, ratings could also be downgraded if there were any adverse material legal judgments against HFT. Headquartered in Calabasas, California, Harbor Freight Tools USA, Inc., sells tools and equipment through 338 retail stores in 45 states as well as through the internet and catalogs. Sales for the fiscal year ending July 31, 2010, were in excess of $1.5 billion. HDT WORLDWIDE: Moody's Assigns 'B3' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned HDT Worldwide, LLC, a Corporate Family and Probability of Default ratings of B3, a B1 rating to planned $325 million senior secured bank facilities and a Caa2 rating to planned $225 million senior unsecured notes issue. The rating outlook is stable. Ratings Rationale Proceeds from the transaction will be used to refinance approximately $337 million of debt and fund a $163 million dividend. Following the transaction and repayment of the debt, Moody's expect to withdraw all ratings at Hunter Defense Technologies, Inc., a subsidiary of HDT. The B3 Corporate Family Rating reflects the large size of the dividend relative to the free cash flow projected to be generated over the next few years together with the two very large acquisitions just completed this year. While the acquisitions completed this year are expected to contribute to the company's profitability and did not increase leverage, the debt being raised to fund the dividend meaningfully does. Moody's believes these transactions reflect a more aggressive financial policy than existed previously. The stable outlook is based on the expectation of ongoing profitable operations and modest debt reductions from free cash flow. Maintenance of a good liquidity profile combined with the likelihood that earnings should be fairly stable over the near- term are supported by the company's backlog. The B3 CFR also encompasses HDT's modest operating scale, customer concentration and the longer term potential for earnings volatility. HDT's business and financial risk are partially mitigated by the Company's good market position in its product categories, the sole-source status of many of HDT's products to the U.S. Department of Defense and good penetration of HDT's environmental control and power generation products within the U.S. military. The high growth at some of the recently acquired businesses could help some rating deleveraging over the rating horizon. While the Nordic Air and Airborne acquisitions should widen HDT's customer range and its environmental control as well as aerial systems product suite, the businesses do not have a long track record of operating as a combined entity as these acquisitions both took place in early 2010. Additionally, the rating is supported by Moody's expectation that HDT should maintain good liquidity primarily through positive free cash flow throughout the near term. Given HDT's credit metrics subsequent to the proposed dividend recapitalization and the combination of the two large acquisitions done earlier this year, Moody's does not anticipate upward movement in the Corporate Family Rating in the near-term. Nonetheless, Moody's could consider upgrading HDT's rating outlook if current profitability and leverage proves to be sustainable. HDT's rating could be upgraded if the Company generates ample free cash flow and if it demonstrates the ability to rapidly de-lever to a debt-to-EBITDA leverage of less than 5.0x (on a Moody's standard adjusted basis), incorporating the potential for acquisitions which further de-lever HDT's balance sheet via partial equity financings. Conversely, HDT's rating could be downgraded if the Company's liquidity deteriorates or its free cash flow becomes negative. Additional downgrade triggers include material debt-financed acquisitions or shareholder actions which could delay anticipated deleveraging. Moody's assigned these ratings (and LGD point estimates) to HDT Worldwide, LLC. The ratings assigned are subject to review of final documentation: -- Corporate Family Rating, B3 -- Probability of Default Rating, B3 -- $50 million revolving credit facility due 2015, B1 (LGD-2, 27%) -- $275 million term loan due 2016, B1 (LGD-2, 27%) -- $225 million senior unsecured notes due 2017, Caa2 (LGD-5, 81%) HDTs ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near-to-intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of HDT's core industry and HDT's ratings are believed to be comparable to those of other issuers of similar credit risk. HDT Worldwide, LLC, headquartered in Solon, Ohio, is a provider of tactical shelters, chemical, biological, radiological, nuclear filters and collective protective systems, and mobile power and temperature control equipment for the U.S. military and Homeland Security. HDT's Aerial Systems segment manufactures and distributes parachutes and aerial delivery systems. The company is largely owned by affiliates of Metalmark Capital LLC. Annual proforma revenues approximate $486 million. HOLOGIC INC: S&P Assigns 'BB+' Initial Senior Unsec. Debt Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB+' preliminary senior unsecured debt rating to debt securities and its 'BB-' preliminary preferred stock rating to preferred stock registered under Bedford, Mass.-based Hologic Inc.'s well-known seasoned issuer shelf registration. The high-speculative-grade rating on manufacturer and supplier of diagnostic, surgical, and medical imaging equipment and products Hologic Inc. reflects expectations of modest growth as the economy has stabilized. Its fair business risk profile incorporates the company's sensitivity of capital goods sales to economic cyclicality, and also reflects technology risk, competitive threats, and some exposure to reimbursement challenges. These risks more than offset the company's well-established positions in women's health markets, moderate product and geographic diversity, and the growing contribution of consumables as a percentage of sales. A significant, but rapidly improving financial risk profile, reflects deleveraging that has resulted largely from debt reduction. Liquidity is strong. Ratings List Hologic Inc. (Unsolicited Rating) Corporate Credit Rating BB+/Stable/-- New Ratings Hologic Inc. (Unsolicited Rating) WKSI shelf registration Senior Unsecured BB+(prelim) Preferred stock shelf BB-(prelim) HONOLULU SYMPHONY: To Convert Case to Chapter 7 Liquidation ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Honolulu Symphony orchestra announced on Dec. 10 that the board voted to convert the reorganization to a liquidation in Chapter 7 where a trustee will be appointed to sell the assets. The symphony hasn't performed since bankruptcy. According to the report, the contract with the musicians' union and the number of musicians that must be employed presented an "insurmountable financial burden," the symphony said in a court filing. It's "difficult" for a symphony to survive without an endowment, according to the filing. The Honolulu Symphony had none. Hawaii will be the only state without a professional orchestra, the musicians' union said in a statement, according to Mr. Rochelle. Honolulu Symphony filed for Chapter 11 protection on Dec. 18, 2009 in its hometown (Bankr. D. Hawaii Case No. 09-02978), saying assets are less than $500,000 while debt exceeds $1 million. The symphony blamed the filing on a decline in donations which left the orchestra unable to cover costs, since ticket sales represent only 30% of the budget. The symphony said it would use Chapter 11 to reorganize fundraising activities. I-10 BARKER: Court OKs Sale of Building for $950,000 ---------------------------------------------------- The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas authorized I-10 Barker Cypress, Ltd.,to sell Building A to Chimney Joint Venture for $950,000 in cash. Building A comprises more or less 26,969 square feet of retail space and has three retail tenants. Building A is located in an 83,000 square foot shopping center on 17.2 acres of commercial land located in Houston, Texas. The sale will be free and clear of liens, claims, interests and encumbrances. Upon closing of the sale, the proceeds will be paid as: i) to all reasonably necessary closing costs and expenses; ii) to a reasonable sales commission, if any; iii) to payment of ad valorem taxes incurred by the Debtor; and iv) the balance to be paid to Compass Bank as partial principal payment. About I-10 Barker I-10 Barker Cypress, Ltd., is a Texas limited partnership with its principal place of business in Houston, Harris County, Texas and with offices in Houston, Harris County, Texas. I-10 Baker owns an 83,000 square foot shopping center on 17.2 acres of commercial land located in Houston, Texas. Houston, Texas-based I-10 Barker Cypress, Ltd., filed for Chapter 11 bankruptcy protection on August 2, 2010 (Bankr. S.D. Tex. Case No. 10-36582). James B. Jameson, Esq., at James Jameson & Associates, serves as counsel to the Debtor. The Debtor disclosed $25,020,145 in assets and $17,967,067 in liabilities in its Chapter 11 filing. JACOB M KOPF: Multiple Debtors' Bid to Hire One Counsel Denied -------------------------------------------------------------- Judge Martin Glenn issued an opinion to address the proposed retention by multiple debtors of a single professional under Section 327(a) of the Bankruptcy Code where the Debtors in the four cases may hold claims for contribution against one another and some of the debtors are creditors of others. The debtor in each of four related bankruptcy proceedings, In re JMK Construction Group, Ltd., In re George Donohue, In re John Varacchi, and In re Jacob M. Kopf, filed an application to retain Pick & Zabicki LLP as counsel to the Debtor in each case. Debtors Varacchi and Donohue also seek to retain The Law Offices of Edward Weissman as special litigation counsel pursuant to Section 327(e) in connection with a judgment rendered against the Debtors in a federal court action entitled Air China Limited v. Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was the impetus for the filing of the bankruptcy petitions. Debtors JMK Construction Group and Kopf also filed applications for retention of Peter A. Morales, CPA, PC, as accountant in the JMK and Kopf bankruptcy cases pursuant to Section 327(a). The United States Trustee opposes the retention of P&Z as counsel, Weissman as special counsel and Morales as accountant, arguing that there are disabling conflicts of interest that preclude representation by the professionals of more than one debtor. Air China, as a judgment creditor to the Debtors, opposes the retention of P&Z and Morales based on what it perceives as P&Z's failure to disclose material facts relating to the relationships between the Debtors, and, as a result of such relationships, ongoing irremediable conflicts of interest. Judge Glenn rules that as a result of the judgment against the Debtors in the Air China Case, the Debtors may continue to have a right of contribution against each other under New York law. Even though inter-debtor claims were purportedly "waived" by a letter filed with the Court, Judge Glenn says the waiver is both ineffective and insufficient to waive the actual conflicts of interest present. Accordingly, Judge Glenn agrees with the U.S. Trustee and Air China and denies the retention applications of P&Z, Weissman and Morales. P&Z, Weissman and Morales may seek retention as counsel to only one of the Debtors in their reorganization cases. A copy of Judge Glenn's December 9 Memorandum Opinion is available at http://is.gd/iEuAQfrom Leagle.com. JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968); John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue (Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter 11 bankrutpcy after a jury returned a verdict against them in the Air China Case, tried before the Hon. Laura Taylor Swain in the United States District Court for the Southern District of New York. JMK and Messrs. Donohue and Varacchi filed on July 23, 2010. Mr. Kopf filed for Chapter 11 on September 14, 2010. JMK Construction and Messrs. Donohue and Kopf did not declare their assets and debts in their petitions. Mr. Varacchi declared under $50,000 in debts but did not indicate his total assets. A copy of the JMK Construction petition is available at: http://bankrupt.com/misc/nysb10-13968.pdf A copy of the Varacchi petition is available at: http://bankrupt.com/misc/nysb10-13965.pdf A copy of the Donohue petition is available at: http://bankrupt.com/misc/nysb10-13959.pdf A copy of the Kopf petition is available at: http://bankrupt.com/misc/nysb10-14847.pdf JMK CONSTRUCTION: Multiple Debtors' Bid to Hire One Counsel Denied ------------------------------------------------------------------ Judge Martin Glenn issued an opinion to address the proposed retention by multiple debtors of a single professional under Section 327(a) of the Bankruptcy Code where the Debtors in the four cases may hold claims for contribution against one another and some of the debtors are creditors of others. The debtor in each of four related bankruptcy proceedings, In re JMK Construction Group, Ltd., In re George Donohue, In re John Varacchi, and In re Jacob M. Kopf, filed an application to retain Pick & Zabicki LLP as counsel to the Debtor in each case. Debtors Varacchi and Donohue also seek to retain The Law Offices of Edward Weissman as special litigation counsel pursuant to Section 327(e) in connection with a judgment rendered against the Debtors in a federal court action entitled Air China Limited v. Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was the impetus for the filing of the bankruptcy petitions. Debtors JMK Construction Group and Kopf also filed applications for retention of Peter A. Morales, CPA, PC, as accountant in the JMK and Kopf bankruptcy cases pursuant to Section 327(a). The United States Trustee opposes the retention of P&Z as counsel, Weissman as special counsel and Morales as accountant, arguing that there are disabling conflicts of interest that preclude representation by the professionals of more than one debtor. Air China, as a judgment creditor to the Debtors, opposes the retention of P&Z and Morales based on what it perceives as P&Z's failure to disclose material facts relating to the relationships between the Debtors, and, as a result of such relationships, ongoing irremediable conflicts of interest. Judge Glenn rules that as a result of the judgment against the Debtors in the Air China Case, the Debtors may continue to have a right of contribution against each other under New York law. Even though inter-debtor claims were purportedly "waived" by a letter filed with the Court, Judge Glenn says the waiver is both ineffective and insufficient to waive the actual conflicts of interest present. Accordingly, Judge Glenn agrees with the U.S. Trustee and Air China and denies the retention applications of P&Z, Weissman and Morales. P&Z, Weissman and Morales may seek retention as counsel to only one of the Debtors in their reorganization cases. A copy of Judge Glenn's December 9 Memorandum Opinion is available at http://is.gd/iEuAQfrom Leagle.com. JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968); John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue (Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter 11 bankrutpcy after a jury returned a verdict against them in the Air China Case, tried before the Hon. Laura Taylor Swain in the United States District Court for the Southern District of New York. JMK and Messrs. Donohue and Varacchi filed on July 23, 2010. Mr. Kopf filed for Chapter 11 on September 14, 2010. JMK Construction and Messrs. Donohue and Kopf did not declare their assets and debts in their petitions. Mr. Varacchi declared under $50,000 in debts but did not indicate his total assets. A copy of the JMK Construction petition is available at: http://bankrupt.com/misc/nysb10-13968.pdf A copy of the Varacchi petition is available at: http://bankrupt.com/misc/nysb10-13965.pdf A copy of the Donohue petition is available at: http://bankrupt.com/misc/nysb10-13959.pdf A copy of the Kopf petition is available at: http://bankrupt.com/misc/nysb10-14847.pdf JOHN ANDREWS, SR.: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: John Andrews, Sr. fdba Bangor Paint Applicators BPA BPA Contractors dba AA Landing Campground John Andrews dba BPA Homes P.O. Box 597 Bangor, ME 04402-0597 Bankruptcy Case No.: 10-11881 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of Maine (Bangor) Judge: Louis H. Kornreich Debtor's Counsel: Perry O'Brian, Esq. 46 Columbia Street Bangor, ME 04401 Tel: (207) 942-4697 E-mail: obrianpa@roadrunner.com Scheduled Assets: $789,825 Scheduled Debts: $1,868,610 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/meb10-11881.pdf JOHN VARACCHI: Multiple Debtors' Bid to Hire One Counsel Denied --------------------------------------------------------------- Judge Martin Glenn issued an opinion to address the proposed retention by multiple debtors of a single professional under Section 327(a) of the Bankruptcy Code where the Debtors in the four cases may hold claims for contribution against one another and some of the debtors are creditors of others. The debtor in each of four related bankruptcy proceedings, In re JMK Construction Group, Ltd., In re George Donohue, In re John Varacchi, and In re Jacob M. Kopf, filed an application to retain Pick & Zabicki LLP as counsel to the Debtor in each case. Debtors Varacchi and Donohue also seek to retain The Law Offices of Edward Weissman as special litigation counsel pursuant to Section 327(e) in connection with a judgment rendered against the Debtors in a federal court action entitled Air China Limited v. Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was the impetus for the filing of the bankruptcy petitions. Debtors JMK Construction Group and Kopf also filed applications for retention of Peter A. Morales, CPA, PC, as accountant in the JMK and Kopf bankruptcy cases pursuant to Section 327(a). The United States Trustee opposes the retention of P&Z as counsel, Weissman as special counsel and Morales as accountant, arguing that there are disabling conflicts of interest that preclude representation by the professionals of more than one debtor. Air China, as a judgment creditor to the Debtors, opposes the retention of P&Z and Morales based on what it perceives as P&Z's failure to disclose material facts relating to the relationships between the Debtors, and, as a result of such relationships, ongoing irremediable conflicts of interest. Judge Glenn rules that as a result of the judgment against the Debtors in the Air China Case, the Debtors may continue to have a right of contribution against each other under New York law. Even though inter-debtor claims were purportedly "waived" by a letter filed with the Court, Judge Glenn says the waiver is both ineffective and insufficient to waive the actual conflicts of interest present. Accordingly, Judge Glenn agrees with the U.S. Trustee and Air China and denies the retention applications of P&Z, Weissman and Morales. P&Z, Weissman and Morales may seek retention as counsel to only one of the Debtors in their reorganization cases. A copy of Judge Glenn's December 9 Memorandum Opinion is available at http://is.gd/iEuAQfrom Leagle.com. JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968); John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue (Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter 11 bankrutpcy after a jury returned a verdict against them in the Air China Case, tried before the Hon. Laura Taylor Swain in the United States District Court for the Southern District of New York. JMK and Messrs. Donohue and Varacchi filed on July 23, 2010. Mr. Kopf filed for Chapter 11 on September 14, 2010. JMK Construction and Messrs. Donohue and Kopf did not declare their assets and debts in their petitions. Mr. Varacchi declared under $50,000 in debts but did not indicate his total assets. A copy of the JMK Construction petition is available at: http://bankrupt.com/misc/nysb10-13968.pdf A copy of the Varacchi petition is available at: http://bankrupt.com/misc/nysb10-13965.pdf A copy of the Donohue petition is available at: http://bankrupt.com/misc/nysb10-13959.pdf A copy of the Kopf petition is available at: http://bankrupt.com/misc/nysb10-14847.pdf JOSEPH MCGIVNEY: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Joseph P. McGivney 2002 36th St NW Gig Harbor, WA 98335 Bankruptcy Case No.: 10-50104 Chapter 11 Petition Date: December 9, 2010 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: Shelly Crocker, Esq. CROCKER LAW GROUP PLLC 720 Olive Wy, Ste 1000 Seattle, WA 98101 Tel: 206-624-9894 E-mail: scrocker@crockerlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 Debtor's List of 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First Franchise Capital Personal guarantee $5,200,000 One Maynard Dr #2104 Park Ridge, NJ 07656 GE Capital Personal guarantee $2,600,000 8377 E Hartford Dr #200 Scottsdale, AZ 85255 Richard F. Zydek Personal loan $211,814 615 Wood Ave Sumner, WA 98124 Bank of the Cascades Personal guarantee $200,000 4128 Adams St Garden City, ID 83714 Pierce Co Assessor Commercial Property $79,624 Chase Card Svcs Credit Card $33,357 IRS 1040 for 12/31/08 $30,000 Citibank SD NA Credit card $17,930 Bank of America Credit card $13,759 Chase Card Svcs Credit card $10,455 Wells Fargo Bank NA Personal LOC $9,901 Wells Fargo Card Svcs Advance line $9,272 of credit Bank of America Credit card $1,918 Chevron/GE Money Credit card $604 Choice Visa Credit card $500 DirecTV Phoenix Biltmore $214 Utility Cox Communications Phoenix Biltmore $174 Utility Qwest Phoenix Biltmore $64 Utility KARSONS INT'L: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Karsons International, Inc. 357 Highway 304 Calera, AL 35040 Bankruptcy Case No.: 10-07307 Chapter 11 Petition Date: December 10, 2010 Court: United States Bankruptcy Court Northern District of Alabama (Birmingham) Debtor's Counsel: Heather A. Lee, Esq. BURR & FORMAN LLP 420 No 20th Street 3400 Wachovia Tower Birmingham, AL 35203 Tel: (205) 251-3000 E-mail: hlee@burr.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/alnb10-07307.pdf The petition was signed by Nouman A. Malik, president. KH FUNDING: Section 341(a) Meeting Scheduled for Jan. 3 ------------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of KH Funding Company's creditors on January 3, 2011, at 10:00 a.m. The meeting will be held at 6305 Ivy Lane, Sixth Floor, Greenbelt, MD 20770. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Silver Spring, Maryland-based KH Funding Company filed for Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. D. Md. Case No. 10-37371). Lawrence Coppel, Esq., who has an office in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. LANLE NGUYEN: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Lanle T. Nguyen 4298 Soto Grande Circle Corona, CA 92883 Bankruptcy Case No.: 10-49581 Chapter 11 Petition Date: December 9, 2010 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Ellen Carroll Debtor's Counsel: Marcus Gomez, Esq. 12749 Norwalk Blvd., Suite 204A Norwalk, CA 90650 Tel: (562) 929-2309 E-mail: marcusgomez@verizon.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-49581.pdf LASANDRA WHITE: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Lasandra Charis Smith White 161 Laurelwood Drive Novato, CA 94949 Bankruptcy Case No.: 10-14745 Chapter 11 Petition Date: December 9, 2010 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Michael C. Fallon, Esq. LAW OFFICES OF MICHAEL C. FALLON 100 E St. #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 E-mail: mcfallon@fallonlaw.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-14745.pdf LDK SOLAR: Increases Cash Consideration for Exchange Offer ---------------------------------------------------------- LDK Solar Co., Ltd., has amended its offer to exchange up to $300 million in aggregate principal amount of its currently outstanding 4.75% Convertible Senior Notes due 2013 (CUSIP Nos. 50183L AA 5 and 50183L AB 3) for an equal aggregate principal amount of a newly issued class of 4.75% Convertible Senior Notes due 2013 and cash in an amount not greater than $85 nor less than $60 to increase the cash consideration that it will pay in connection with the Exchange Offer to an amount not greater than $100 nor less than $85. The Exchange Offer is not conditioned on the tender of any minimum aggregate principal amount of Existing Notes. The Exchange Offer is, however, subject to certain other conditions. Holders of Existing Notes will receive an Amended Letter of Transmittal reflecting the increase in the Cash Consideration. For each $1,000 principal amount of Existing Notes, holders will receive $1,000 principal amount of New Notes plus the Cash Consideration. The amount of Cash Consideration will be determined by the modified "Dutch Auction" procedure described in the Exchange Offer Memorandum dated November 24, 2010. In addition, holders of Existing Notes whose Existing Notes are accepted for exchange in the Exchange Offer will be paid cash in an amount equal to the accrued and unpaid interest on the Existing Notes up to, but excluding, the settlement date of the Exchange Offer. As of December 9, 2010, approximately $395 million in aggregate principal amount of the Existing Notes were outstanding. The portion of the Exchange Consideration consisting of the Cash Consideration will be paid for with cash on hand. Holders of Existing Notes who have already tendered Existing Notes and who do not wish to change the Cash Consideration they have submitted in the modified "Dutch Auction" procedure will not need to take any further action. Holders of Existing Notes who have already tendered Existing Notes and who wish to change the Cash Consideration they have submitted in the modified "Dutch Auction" procedure must withdraw their previous tenders and submit new tenders in accordance with the procedures described in the Exchange Offer Memorandum and the Amended Letter of Transmittal. The Exchange Offer is scheduled to expire at 11:59 p.m., New York City time, on December 22, 2010, unless the Exchange Offer is extended. Tendered Existing Notes may be withdrawn at any time on or prior to the expiration date of the Exchange Offer. If the amount of Existing Notes validly tendered and not properly withdrawn on or prior to the expiration date at or below the Cash Consideration exceeds the Exchange Offer Amount, LDK Solar will accept for payment the Existing Notes that are validly tendered and not properly withdrawn from the Exchange Offer at or below the Cash Consideration on a pro rata basis from among such tendered Existing Notes. The financial advisor for the Exchange Offer is Piper Jaffray & Co., the information agent for the Exchange Offer is Georgeson Inc. and the exchange agent for the Exchange Offer is The Bank of New York Mellon. About LDK Solar LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/-- manufactures photovoltaic products and multicrystalline wafers. LDK Solar's headquarters and manufacturing facilities are located in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the People's Republic of China. LDK Solar's office in the United States is located in Sunnyvale, California. The Company's balance sheet at December 31, 2009, showed US$4.384 billion in assets, US$3.507 billion of liabilities, and US$876.9 million of stockholders' equity. Going Concern Doubt As reported in the Troubled Company Reporter-Asia Pacific on July 6, 2010, LDK Solar said in its annual report on Form 20-F for the year ended December 31, 2009, that at yearend, the Company had a working capital deficit of US$833.6 million and an accumulated deficit of US$32.8 million. The Company said, "During the year ended December 31, 2009, we incurred a net loss of US$234.2 million [attributable to LDK Solar Co., Ltd. shareholders]. As of December 31, 2009, we had cash and cash equivalents of US$384.8 million, most of which are held by subsidiaries in China. Most of our short-term bank borrowings and current installments of our long-term debt totaling US$978.6 million are the obligations of these subsidiaries. We may also be required by the holders of our convertible senior notes to repurchase all or a portion of such convertible senior notes with an aggregate principal amount of US$400.0 million on April 15, 2011. These factors initially raised substantial doubt as to our ability to continue as a going concern. We are in need of additional funding to sustain our business as a going concern, and we have formulated a plan to address our liquidity problem." The Company cautioned that "we cannot assure you that we will successfully execute our liquidity plan. If we do not successfully execute such plan, we may have substantial doubt as to our ability to continue as a going concern." LIONS GATE: Icahn Pulls Out Tender Offer After State Court Ruling ----------------------------------------------------------------- Carl C. Icahn on Monday said the offer by his affiliated entities to purchase any and all of the outstanding common shares of Lions Gate Entertainment Corp. for $7.50 per share in cash has expired. The offer had been conditioned upon the New York State Supreme Court granting, by 11:59 p.m., Vancouver time, on December 10, 2010, the Icahn Group's motion for a preliminary injunction preventing the Lions Gate common shares issued on July 20, 2010 to a fund controlled by director Mark Rachesky from being voted at the 2010 annual general meeting of Lions Gate shareholders. This condition was not met. As a result, Mr. Icahn and his affiliated entities will not purchase any of the Lions Gate common shares that were tendered in the offer. All Lions Gate common shares that were previously tendered and not withdrawn will be returned promptly. The Supreme Court of the State of New York on December 8 denied the Icahn Group's motion for a preliminary injunction regarding the Company's deleveraging transaction, and permitted Lionsgate director Mark H. Rachesky, M.D. to vote all shares at the Company's 2010 annual general meeting. Mr. Icahn is Lions Gate's largest shareholder with a 33% stake. Mr. Icahn had alleged that management conspired with large shareholders to thwart his bid for Lions Gate. Lionsgate's 2010 Annual General Meeting of Shareholders is scheduled for December 14, 2010 at 10:00 a.m. PT in Los Angeles, California. Lionsgate shareholders of record as of 5:00 p.m. ET on November 12, 2010 will be entitled to vote at the Meeting. Mr. Icahn stated: "We are disappointed that our motion for a preliminary injunction barring the voting of the shares issued to director Mark Rachesky was not granted, but we are pleased that the judge agreed to hold a full trial on the matter within the next several months and will require Lions Gate to hold a meeting of shareholders again in September 2011 following his ruling in the case. We will continue to monitor the situation at Lions Gate and will aggressively take all actions necessary to protect our investment, and we reserve all of our rights with respect to Lions Gate and its securities. We are pleased that ISS agreed with our view that change is necessary at Lions Gate and recommended that shareholders do not vote on management's blue proxy card. We recognize that it is now virtually impossible for us to prevail in the proxy contest due to the dilutive transaction in question. Nevertheless, we encourage shareholders to voice their dissatisfaction by voting for our slate of nominees on the GOLD proxy card. We thank all those who have voiced support for our effort." About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is an independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. Lions Gate Entertainment Corp. reported total assets of $1,592,874,000 against total liabilities of $1,594,454,000, resulting in total deficiency of $1,580,000 as of June 30, 2010. Lions Gate carries 'B-' issuer credit ratings from Standard & Poor's. LITHIUM TECHNOLOGY: Reports $64,000 Net Income in June 30 Quarter ----------------------------------------------------------------- Lithium Technology Corporation filed its quarterly report on Form 10-Q, reporting net income of $64,000 on $1.32 million of sales for the three months ended June 30, 2010, compared with a net loss of $3.05 million on $1.76 million of sales for the same period last year. The Company's balance sheet at June 30, 2010, showed $8.47 million in total assets, $28.49 million in total liabilities, and a stockholders' deficit of $20.02 million. As reported in the Troubled Company Reporter on April 12, 2010, Amper, Politziner & Mattia LLP, in Edison, N.J., expressed substantial doubt about Lithium Technology's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has recurring losses from operations since inception and has a working capital deficiency. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?70d9 Plymouth Meeting, Pa.-based Lithium Technology Corporation is a mid-volume production stage company that develops large format lithium-ion rechargeable batteries to be used as a new power source for emerging applications in the automotive, stationary power, and national security markets. MARCIA CALLAHAN: Dist. Ct. Affirms Ruling on Tax Liens ------------------------------------------------------ District Judge William G. Young affirmed a bankruptcy court ruling that certain federal tax liens assessed against James C. Callahan, the non-debtor spouse of Marcia L. Callahan, and recorded against property in Falmouth, Massachusetts, were invalid because the government could not trace tax liens on encumbered funds to the Falmouth Property. The government took an appeal of the March 18, 2010 Bankruptcy Court Order. The case is United States of America Defendant-Appellant, v. Marcia L. Callahan, Plaintiff-Appellee, Case No. 10-CV-10924 (D. Mass.). A copy of the District Court's Memorandum and Order dated December 8, 2010, is available at http://is.gd/iEpwtfrom Leagle.com. Marcia L. Callahan, in North Falmouth, Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 06-13513) on October 5, 2006. Judge William C. Hillman presided over the case. L. Jed Berliner, Esq., at Berliner Law Firm in Springfield, served as Debtor's counsel. In her petition, the Debtor estimated less than $10,000 in assets and $1 million to $10 million in debts. MARIO ALVARADO: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Mario Alvarado aka Mario Roberto Alvarado Mario R. Alvarado Teresa Alvarado aka Teresa D. Albarado Theresa Alvarado Teresa D. Alvarado Teresa Ayala Alvarado Teresa J. Alvarado Teresa D. DeAlvarado Teresa DeAlvarado 10 49th Street SE, #101 Washington, DC 20019 Bankruptcy Case No.: 10-01208 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of Columbia (Washington, D.C.) Judge: S. Martin Teel, Jr. Debtors' Counsel: Edward Gonzalez, Esq. EDWARD GONZALEZ PC 2405 Eye Street, NW, Suite 1A Washington, DC 20037 Tel: (202) 822-4971 Fax: (202) 822-4972 E-mail: EG@money-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/dcb10-01208.pdf MILTON ATHANASOPOULOS: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Milton G. Athanasopoulos 678 Massachusetts Ave Boston, MA 02119 Bankruptcy Case No.: 10-23357 Chapter 11 Petition Date: December 10, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Timothy M. Mauser, Esq. LAW OFFICE OF TIMOTHY MAUSER, ESQ. Suite 240, One Center Plaza Boston, MA 02114 Tel: (617) 338-9080 Fax: (617) 275-8990 E-mail: tmauser@mauserlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. MOLECULAR INSIGHT: Section 341(a) Meeting Scheduled for Jan. 10 --------------------------------------------------------------- The U.S. Trustee for Region 1 will convene a meeting of Molecular Insight Pharmaceuticals, Inc.'s creditors on January 10, 2011, at 1:00 p.m. The meeting will be held at Suite 1055, U.S. Trustee Office, J.W. McCormack Post Office & Court House, 5 Post Office Square, 10th Fl, Suite 1000, Boston, MA 02109. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals, Inc., filed for Chapter 11 bankruptcy protection on December 9, 2010 (Bankr. D. Mass. Case No. 10-23355). The Debtor disclosed $36,453,000 in total assets as of September 30, 2010, and $198,829,000 in total debts as of September. 30, 2010. Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, serves as the Debtor's local Massachusetts counsel. Kramer Levin Naftalis & Franklin LLP serves as the Debtor's lead bankruptcy counsel. Foley & Lardner LLP is the Debtor's bankruptcy counsel. CRT Capital Group LLC is the Debtor's financial advisor. Tatum LLC, a division of SFN Professional Services LLC, is the Debtor's financial consultant. MORROW'S CAFE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Morrow's Cafe, Inc. dba Woody's Place Woody's Tavern Woody's Cafe 102 E. 18th Avenue North Wildwood, NJ 08260 Bankruptcy Case No.: 10-48085 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Camden) Judge: Judith H. Wizmur Debtor's Counsel: Douglas S. Stanger, Esq. FLASTER/GREENBERG 646 Ocean Heights Avenue Linwood, NJ 08221 Tel: (609) 645-1881 Fax: (609) 645-9932 E-mail: doug.stanger@flastergreenberg.com Scheduled Assets: $267,850 Scheduled Debts: $1,648,095 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-48085.pdf The petition was signed by Thomas Sawyer, Jr., vice-president. MT. JORDAN: Case Summary & Largest Unsecured Creditor ----------------------------------------------------- Debtor: Mt. Jordan Limited Partnership dba Mt. Jordan Limited, A Utah Limited Partnership 600 East 11800 South Draper, UT 84020 Bankruptcy Case No.: 10-37050 Chapter 11 Petition Date: December 9, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Steven C. Strong, Esq. PARSONS KINGHORN HARRIS PC 111 E. Broadway, Suite 1100 Salt Lake City, UT 84111 Tel: (801) 415-0120 Fax: (801) 363-4378 E-mail: scs@pkhlawyers.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Griffith Lyn Kimball, general partner. In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Porter's Point LLC Potential claims $800,000 c/o Mark Shea, Manager 12511 Bear Cub Circle Draper, UT 84020 NATIONAL BEDDING: Moody's Rates Amended $425 Mil. Loan at 'B1' -------------------------------------------------------------- Moody's Investors Service rated National Bedding's (dba Serta) amended and extended $425 million first lien term loan B1 and affirmed all other ratings, including the B2 CFR and PDR and $210 million second lien term loan. The outlook remains stable. The amendment to the first lien term loan extends the maturity date to November 2013 from February 2013, while at the same time paying down the first lien by $40 million with cash on hand. The amendment also revises the payment schedule to a lump sum at maturity versus $100 million quarterly payments that commenced in Q2 2012 with a bullet final payment. "While the maturity date was only extended nine months, the revision of the payment schedule provides a significant boost to Serta's liquidity profile, especially as they did not renew the revolver when it expired in August," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. In addition to revising the first lien payment and maturity schedule, Serta's liquidity profile is highlighted by cash balances around $100 million (proforma), generation of $40 million to $50 million of free cash flow, no near term debt maturities and lack of financial covenants. Serta's liquidity is constrained by not having a revolver (although they have historically not used the revolver) and by the seasonality of its cash flows with cash typically consumed in the fourth quarter because of working capital increases. "We believe Serta's financial sponsors, Ares Management LLC and Ontario Teachers Private Capital would provide Serta with additional liquidity given their significant equity investment in the holding company that owns both Serta and Simmons," noted Cassidy. Rating Rationale With a market share approaching 15%, Serta is one of the top mattress companies in the mid-price segment. The ratings reflect Moody's expectation that Serta will continue to generate good free cash flow and have good liquidity. The B2 corporate family rating also reflects Serta's mixed credit metrics, with adjusted leverage over 6x, but double digit EBITA margins and interest coverage over 4x. The B2 rating is constrained by the: integration risk associated with Simmons as they share common financial sponsors; volatility in profitability and cash flows experienced during the Great Recession; modest scale with revenue around $800 million; and by the continuing uncertainty in discretionary consumer spending, especially for middle income consumers. The stable outlook reflects Moody's belief that discretionary consumer spending for mattresses has materially stabilized, although at reduced levels. Earnings and cash flow are expected to essentially remain at their current levels for the near to mid-term, absent another cliff event as uncertainty prevails among Serta's target customer of low to middle-end consumers. Maintaining a good liquidity profile is a condition for the stable outlook. A downgrade is not likely in the near term. However, the outlook could turn to negative or even be downgraded if macro-economic events such as the European Sovereign debt crisis materially affects middle income discretionary consumer spending. Key credit metrics driving a potential negative outlook would be leverage approaching 7x -- 8x, single digit operating margins or the consumption of operating cash flow. Key credit metrics driving a potential downgrade would be leverage approaching 10x and the consumption of cash for a sustained period. Positive rating actions could happen if discretionary consumer spending for low and mid tier consumers were to unexpectedly increase. Key credit metrics driving a positive outlook would be adjusted leverage below 5x, retained cash flow to net adjusted debt in the high teens and adjusted operating margins remaining in the double digits. Key credit metrics driving an upgrade would be adjusted leverage sustained below 4x and retained cash flow to net adjusted debt above 20%. Rating assigned/assessment revised -- $425 million senior amended and extended secured 1st lien term loan at B1 (LGD 3, 34% from LGD 3, 32%); Ratings affirmed/assessments revised: -- Corporate family rating at B2; -- Probability of default rating at B2; -- $210 million senior secured second lien at Caa1 (LGD 5, 85% from LGD 5, 83%) The last rating action was on December 7, 2009, where Moody's affirmed all of Serta's rating and revised the outlook to stable. National Bedding Company, based in Hoffman Estates, Illinois, is a major manufacturer of mattresses under the Serta brand name. Net sales for the twelve months ended September 30, 2010 approximated $810 million. NII HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has confirmed the B1 corporate family rating and probability of default rating for NII Holdings Inc. This action concludes the review for possible upgrade initiated on May 25, 2010, after NII and Grupo Televisa, S.A.B. announced their intention to form a joint-venture in Mexico. Under the agreement, Televisa was to invest $1.44 billion in cash for an initial 30% equity stake in Nextel Mexico. The B1 rating has been confirmed following the termination of both the contemplated joint venture and cash infusion by Televisa. The outlook is stable. Moody's has downgraded the rating of NII Capital Corp.'s senior unsecured notes from B1 to B2 as a result of changes, both actual and projected, in NII's capital structure which reduce the loss protection beneath the senior unsecured notes and increase the expected loss of this debt class. Moody's has taken these rating actions: Issuer: NII Holdings, Inc. * Corporate Family Rating, Confirmed B1 * Probability of Default Rating, Confirmed B1 * Speculative Grade Liquidity -- SGL 1 Outlook: Stable Issuer: NII Capital Corp. * $800 Million Senior Unsecured Notes due 2016, Downgraded B2 (LGD4 -- 61%) * $500 Million Senior Unsecured Notes due 2019, Downgraded B2 (LGD4 -- 61%) Ratings Rationale NII Holding's corporate family rating reflects the company's modest leverage, small scale and the highly competitive environment in which it operates as well as the capital intensity of the industry. The B1 rating also recognizes the sovereign, financial, operating and event risk inherent in NII's Latin American target markets. The rating is supported by NII's broad base of recurring revenues which have grown steadily, even through a difficult economic backdrop and the downward trend of service pricing. Additionally, the company's exposure to the rapidly expanding markets in Mexico and Brazil offer an opportunity to continue growth. NII's ratings are further supported by its above average pricing and premium service offering, which results in high margins despite small relative market shares. The downgrade of NII Capital's senior unsecured notes from B1 to B2 reflects the significant liabilities, both debt and non-debt, held at NII's operating companies and Moody's expectation that these liabilities will increase materially in the future since they provide a currency hedge in addition to offering attractive economics. Although NII Capital's senior unsecured notes are guaranteed by NII Holdings (the parent), there are no subsidiary guarantees from the operating companies, which limits the collateral to support the debt at NII Capital. The senior unsecured notes at NII Capital do benefit from loss protection offered by the unsecured convertible notes at NII Holdings. Given NII's plans for growth and capital requirements, Moody's anticipates that the $1.1 billion of 3.125% convertible notes, which are scheduled to mature in June of 2012, will be refinanced. If these notes are replaced with debt that is structurally more senior to NII Capital's senior unsecured notes, the loss protection offered to the NII Capital senior unsecured notes could disappear, placing additional pressure on ratings of the unsecured debt of NII Capital. Moody's views NII's liquidity as good, and projects the company will exit 2010 with over $2.0 billion in cash. NII does not maintain a revolving credit facility, but the company does utilize a wide array of local funding in the markets in which it operates. The ratings could face upward pressure if the company is able to sustain strong operating and financial trends while continuing to address competitive positioning concerns regarding the company's technology portfolio. Upwards rating pressure would also be contingent on management's ongoing commitment to a conservative capital structure. Specifically, if the company were likely to sustain Debt to EBITDA below 3.0 times while generating free cash flow as a percentage of debt in the mid-single digits, positive ratings pressure could develop. Moody's would likely lower the company's rating if its subscriber growth stalls, churn increases or pronounced EBITDA margin erosion develops due to competitors encroaching on the company's post-pay, PTT customer base. In addition, if the company's credit metrics and/or cash position were to dramatically deteriorate (i.e. Debt to EBITDA trending towards 4.0 times) due to aggressive spectrum or asset acquisitions, its ratings could be negatively impacted. The last rating action Moody's has made on NII was on May 25, 2010 when the company was put on review for possible upgrade. With headquarters in Reston, Virginia, NII Holdings, Inc. is an international wireless operator with more than 8.5 million largely post-pay, business subscribers that value the company's PTT service offering built from Motorola Inc.'s iDEN technology. NORTHERN 120: Status Hearing on Plan Confirmation Set December 16 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona will hold a status hearing on the confirmation of Northern 120, LLC's plan of reorganization on December 16, 2010, at 2:00 p.m. As reported in the Troubled Company Reporter on February 22, 2010, the Plan proposes to give secured creditors the opportunity to be paid in full on their allowed secured claims immediately, or to remain as investors under new notes, and with an opportunity to share in the potential upside of the development. In addition, the Plan will result in the unsecured creditors receiving a substantial payout. General unsecured claims will share pro rata from the sum of $200,000. The interest holders will arrange for the infusion of the $200,000 into the reserve account for the payment of this class. The Plan will be implemented by the retention of its existing management. This implementation will also include the management and disbursement of the funds infused by the interest holders. The interest holders, through a payment from their funding source made for their benefit, will place $200,000 in escrow in the trust account of the Debtor's bankruptcy counsel within 15 days prior to the final hearing on confirmation of the Debtor's Plan. These funds will become a part of the estate and fund the obligations, including the Reserve Account, at confirmation. These funds will only be available to, and become a part of, the estate as of confirmation. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/NORTHERN120_AmendedDS.pdf About Northern 120 Phoenix, Arizona-based Northern 120, LLC, is a limited liability company engaged in the business of owning and developing real property in the State of Arizona. The Company filed for Chapter 11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case No. 09-28417). Mark W. Roth, Esq., at Polsinelli Shughart P.C. assists the Company in its restructuring efforts. The Company estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. OMNICARE INC: S&P Assigns 'BB' Rating to New $575 Mil. Notes ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'BB' subordinated debt rating and '4' recovery rating to the company's new $575 million 3.75% senior subordinated notes due 2025. The '4' recovery rating indicates S&P's expectation of average (30%- 50%) recovery in the event of a default. At the same time, S&P revised its recovery ratings on all existing subordinated debt to '4' from '3'. The '4' recovery rating indicates S&P's expectation for average (30%-50%) recovery in the event of a default. In addition, S&P affirmed all other ratings, including its 'BB' corporate credit rating on Omnicare. S&P's rating outlook is stable. "S&P's ratings on Omnicare reflect its expectation that industry pressures and an ongoing restructuring will limit growth with only very modest operating margin improvements over the next year," said Standard & Poor's credit analyst Jesse Juliano. Nonetheless, S&P expects free cash flow to remain solid, providing the company with the capacity to continue small acquisitions without the need for additional borrowings over this period. S&P views the business risk profile as fair, as the company's narrow business focus exposes it to industry-specific risks, such as the potential for future reimbursement pressure. In addition, Omnicare has experienced a number of operating shortfalls since its debt-financed acquisition of NeighborCare Inc. in 2005 and the 2006 implementation of Medicare Part D. Also, it has experienced a decline in the number of beds served over the past few years and recent management turnover introduces some additional risk. The company's opportunity to capitalize on its leading position as a provider of pharmacy services to nursing homes and other long-term care providers partially offsets those risks. Its ability to generate free cash flow despite numerous operating hurdles over the past few years suggests that Omnicare will likely remain within the guidelines for a significant financial risk profile. OSCAR SANDOVAL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Joint Debtors: Oscar Sandoval Maribel Sandoval 16601 Woodmont Pl. Hacienda Heights, CA 91746 Bankruptcy Case No.: 10-62805 Chapter 11 Petition Date: December 10, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: Maria V. Primushko, Esq. LAW OFFICE OF MARIA V. PRIMUSHKO 5301 Laurel Canyon Blvd Ste 214 Valley Village, CA 91607 Tel: (818) 760-8292 Fax: (818) 760-8161 E-mail: prim_mar@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of its largest unsecured creditors together with its petition. OWEN AVENUE: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Owen Avenue LLC 508 Owen Avenue North Lehigh Acres, FL 33971-6313 Bankruptcy Case No.: 10-29511 Chapter 11 Petition Date: December 10, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Leon A. Williamson, Jr., Esq. LEON A. WILLIAMSON, JR., P.A. 2304 E. Fletcher Avenue Tampa, FL 33612 Tel: (813) 374-2285 Fax: (813) 374-2289 E-mail: leonwill@gte.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-29511.pdf The petition was signed by John H. Bowman, managing partner. PARTY LINE: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------- Debtor: The Party Line Tent & Party, LLC 2498 Centerville Road Tallahassee, FL 32308 Bankruptcy Case No.: 10-41142 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Northern District of Florida (Tallahassee) Debtor's Counsel: Thomas B. Woodward, Esq. THOMAS B. WOODWARD, ATTY. P.O. Box 10058 Tallahassee, FL 32302 Tel: (850) 222-4818 Fax: (850) 561-3456 E-mail: woodylaw@embarqmail.com Scheduled Assets: $634,791 Scheduled Debts: $1,211,084 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flnb10-41142.pdf The petition was signed by Bradley Richardson, managing member. PAUL ROSA: Files for Chapter 11 Protection ------------------------------------------ Paul Rosa, Inc., doing business as Rosa's Home Stores, filed for Chapter 11 protection in Buffalo, New York, on Dec. 9, 2010 (Bankr. W.D. N.Y. Case No. 10-15205). James Fink at Business First reports that Rosa's Home Stores first opened in 1981. The locally owned and operated retailer is headquartered in Cheektowaga and sells name brand furniture, appliances, electronics, and mattresses. According to the report, the filing claimed the Company has between 1,000 and 5,000 creditors including $408,951 owed to Action Industries Inc., $173,287 to the Buffalo News and $130,524 to the Whirlpool Corp. Electrolux Corp. is owed nearly $193,000. PAUL ROSA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Paul Rosa, Inc. dba Rosa's Home Stores aka Rosa's Superstores Rosa's Home Center 2331 Union Road Cheektowaga, NY 14227 Bankruptcy Case No.: 10-15205 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Western District of New York (Buffalo) Judge: Michael J. Kaplan Debtor's Counsel: Camille W. Hill, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8627 E-mail: chill@bsk.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/nywb10-15205.pdf The petition was signed by Dean J. Rallo, president. PEARLY GROVE: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Pearly Grove Baptist Church, Inc. 753 E. Church Avenue Fresno, CA 93706 Bankruptcy Case No.: 10-64297 Chapter 11 Petition Date: December 10, 2010 Court: U.S. Bankruptcy Court Eastern District of California (Fresno) Judge: W. Richard Lee Debtor's Counsel: Hilton A. Ryder, Esq. 5 River Park Place East P.O. Box 28912 Fresno, CA 93729-8912 Tel: (559) 433-1300 Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/caeb10-64297.pdf The petition was signed by Charles Dickerson, senior pastor. PEARVILLE LP: Presents Amended Plan for Confirmation ---------------------------------------------------- On November 11, 2010, Pearville, L.P., and LVH Pearville, LLC, 2010, filed their Amended Disclosure Statement and Amended Plan of Reorganization with the U.S. Bankruptcy Court for the Southern District of Texas. On November 23, 2010, the Plan Proponents delivered to the Bankruptcy Court an amended Plan. The amended Joint Plan contemplates that LVH Pearville will provide the Exit Financing to the Debtor on the Effective Date in an amount sufficient to (i) provide additional operating capital for the Reorganized Debtor; (ii) fund the cure payments for executory contracts and leases to be assumed by the Reorganized Debtor; and (iii) fund the payments to allowed administrative expense claims, allowed priority tax claims, and allowed general unsecured claims under Class 3. In exchange for providing the Exit Financing, LVH Pearville will receive (i) 100% of the equity interest in the Reorganized Debtor; and (ii) a lien on all of the Reorganized Debtor's assets to secure the amount of the exit financing as well as any future cash infusions necessary to fund cash flow deficiencies until the project is able to generate a positive cash flow. On the Effective Date, the Debtor, now a limited partnership, will be converted to a limited liability company. On November 30, 2010, the Plan Proponents received final approval of the Disclosure Statement from the Bankruptcy Court. The hearing to consider confirmation of the Plan was scheduled for December 13, at 3:00 p.m., before the Honorable Karen K. Brown, U.S. Bankruptcy Judge, 515 Rusk, Courtroom 403, in Houston, Texas. Treatment of Claims and Interests Under Amended Joint Plan of Reorganization Class 1. Secured Portion of IBC $8.4 Million Note. The Claim will be capitalized as the Class 1 Claim Note with a principal amount of $7,776,000, with interest payable in equal payments commending on January 31, 2011. The Note will be paid in full on January 31, 2010. The holder of the Class 1 Claim is entitled to vote. Class 2. IBC $7.6 Million Note. Upon receipt of the Settlement Payment and a full and final release of the T&S ("Tribble & Stephens Constructors, Ltd.") Litigation, IBC will (i) cancel all indebtedness and discharge the IBC $7.6 Million Note; and (ii) release all liens encumbering the PAD Sites. The holder of the Class 2 Claim is entitled to vote. Class 3. General Unsecured Claims. Each holder of an Allowed Unsecured Claim will be paid its pro rata share of $50,000 ninety days after the Effective Date, or the date said Claim becomes an Allowed Claim. The holders of Class 3 Claims are entitled to vote. Class 4. Consolidated Van Hessen Claim. On the Effective Date, the Class 4 Claim will be consolidated and capitalized as the Class 4 Claim Note with a principal amount of $3,848,125.94, with interest payable in equal payments commencing on January 31, 2011, for a period of 12 months. Thereafter, the Class 4 Claim Note will be amortized over a six month (five year) period. The Class 4 Claim Note is not secured by any collateral in the Reorganized Debtor's Assets. The Holder of the Class 4 Claim is entitled to vote. Class 5. Partnership Interests. Holders of Partnership Interest in the Debtor will surrender their Partnership Interests. Class 5 is impaired and is deemed to reject the Plan. A complete text of the Amended Plan, dated November 23, 2010, is available for free at: http://bankrupt.com/misc/Pearville_AmendedPlan.pdf About Pearville, L.P. Houston, Texas-based Pearville, L.P., is a Texas limited partnership. The Partnership was formed to design, develop, construct and market a master planned development in Houston, Texas (the "Pearville Project"). Unable to secure additional financing or modification of its debt service obligations, the Partnership filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. S.D. Texas Case No. 10-34074). Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy & McNamara, assists the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $12,233,583 in total assets and $11,993,598 in total liabilities. PETTERS GROUP: Ritchie Capital Petitions for Writ of Certiorari --------------------------------------------------------------- Ritchie Capital Management, L.L.C., an alternative investment firm, disclosed that on December 1, 2010 it filed a petition for a Writ of Certiorari asking the U.S. Supreme Court to review decisions of the Minnesota Federal District Court and Eighth Circuit Court of Appeals denying restitution to the victims of Thomas Petters' $3.5 billion Ponzi scheme. The case seeks enforcement of victims' rights conferred by the Mandatory Victim Restitution Act of 1996 (MVRA) and the Crime Victims Rights Act of 2004 (CVRA). These two statutes made revolutionary changes in the way business should be conducted in criminal courts - for the first time, giving crime victims enforceable rights in criminal cases. Ritchie Capital Management asks the Supreme Court to decide an issue on which the circuits are split - whether a sentencing court may deny mandatory restitution to the victims of fraud because it believes the victims might be able to recoup their losses in a different forum. The MVRA made restitution mandatory whenever federal courts sentence defendants convicted of fraud, unless the court finds that the burden "on the sentencing process" of deciding the restitution issues outweighs the victims' need for restitution. In deciding that the interests of the victims here, several of whom claimed losses in the hundreds of millions of dollars, were outweighed by the burden on the court, the district court judge said the victims had alternative remedies they could pursue to try to obtain relief. Ritchie Capital Management also asks the Supreme Court to reverse the Eight Circuit's decision to deny the firm's petitions for relief filed with the Court of Appeals because it failed to state any reason at all for such denial - in violation of a provision of the CVRA, which requires the appellate court to issue a written opinion detailing the reasons for its decision if it denies a victim's petition for relief. For two centuries criminal cases in this country had two parties - the prosecution and the criminal defendant. No one else could intervene in the case or seek relief from the court. Victims had no rights at all in criminal courtrooms until the 1980s. Early legislation creating rights for victims proved ineffectual in giving victims a role in the criminal process because the rights they created were not enforceable by victims. Until the CVRA, victims had no right to appellate review when the district court denied their rights. This case tests the mettle of CVRA's enforcement mechanism, by asking the Supreme Court to use its supervisory power to require the Eighth Circuit to issue a written opinion, as the statute's clear language requires. Unlike most of the cases which have relied on the availability of other remedies in denying restitution under the MVRA "complexity exception," the victims of Petters' fraud could not sue Petters, his companies or his co-defendants to recoup their losses. At the outset of the Petters' prosecution, the government filed a civil injunction and receivership action, and the court froze all the defendants' assets, putting them under the control of a court- appointed Receiver (Petters' lawyer), and imposed a stay preventing anyone from suing the defendants or their companies. That litigation stay remains in effect today. The often-stated purpose of the receivership was to preserve assets for victim restitution, but now, as a result of the sentencing judge's orders denying all restitution, the assets held by the Receiver will go to the federal government in forfeiture. When the district court denied restitution on the ground that "alternative avenues of recovery are available to victims," it was relying on the victims' ability to file claims in the bankruptcy cases of Petters' companies, and to petition the Department of Justice for "remission" from the assets forfeited to the government. Neither remedy is an equivalent substitute for restitution. Bankruptcy by its nature is an incomplete remedy, with creditors and victims getting pennies on the dollar at best. Remission is a matter of executive grace, decided by a Justice Department official without a hearing. There is no judge, and no judicial review of the agency's decisions. Law enforcement agencies may be paid out of the pool of assets before any victims are compensated. In contrast, the MVRA requires restitution judgments for the full amount of each identified victim's losses, without consideration of the defendants' financial condition. Even when there are insufficient assets to pay the awards in full, restitution judgments are enforceable against the defendants for 20 years, and can tap future earnings, inheritances, and money defendants receives from any sources. The very point of the MVRA, absent tightly circumscribed exceptions, is to impose a mandatory requirement that courts impose restitution. Allowing courts to abdicate that duty based on speculation that victims might obtain recompense some other way would effectively render the Act a nullity, for victims have always had the right to pursue alternative avenues of relief through civil litigation. "This is a cautionary tale for all Americans, and it is very troubling to consider the potential abuses that hard working individuals could face when a sophisticated investment fund with significant resources can be relieved of its rights without due process," said Thane Ritchie, founder of Ritchie Capital Management. "Many of the people involved in this case have either manipulated the law or turned a blind eye to manipulation by others, and as a result have thwarted the efforts of innocent victims to recover their legitimate property. We will continue to fight for the rights of our investors - which include factory workers, teachers and other hard working Americans through their retirement funds - who are the ultimate victims of the Petters Ponzi scheme and now the mishandling of remaining assets." "It is astounding that the co-defendants in the Petters case received essentially a slap on the wrist. Two will be eligible for release in less than a year. All of them will get out of prison, free of debt thanks to the litigation stay, and with no restitution to pay - after causing billions in losses." Brenda Grantland, lead counsel, commented. "This case has disturbing implications for all Americans' property rights. The receivership order took away victims' civil rights to sue the defendants to recover their losses, promising the victims restitution from the criminal case instead, and then the sentencing judge denied restitution and gave the money to the government. The victim's rights to recover their losses from Petters and his codefendants were permanently suspended." About Ritchie Capital Management Ritchie Capital Management is an alternative asset management firm established in 1997 with interests in hedge funds, private equity, venture capital, insurance, energy and real estate and with offices in Wheaton, IL, New York, NY and Menlo Park, CA. About Petters Group Based in Minnetonka, Minn., Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc., Petters Group Worldwide, LLC, and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Case No. 08-45257) on Oct. 11, 2008. James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel. In its petition, Petters Company, Inc., estimated its debts at $500 million and $1 billion. Its parent, Petters Group Worldwide, LLC, estimated its debts at not more than $50,000. As reported in the Troubled Company Reporter on October 7, 2008, Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court for the District of Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08- 35198). Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. POINT BLACK: Judge Approves $25 Million Replacement Loan -------------------------------------------------------- Unsecured creditors and equity holders succeeded in their quest to equip Point Blank Solutions Inc. with fresh bankruptcy financing, derailing the original lender's push for a fast-track sale, Dow Jones' Small Cap reports. According to the report, Judge Peter J. Walsh of the U.S. Bankruptcy Court in Wilmington, Del., signed off on a replacement Chapter 11 loan for Point Blank, giving the body-armor maker access to $25 million on an interim basis. "The relief requested in the dip motion is necessary, essential, and appropriate for the continued operation of the debtors' business and the management and preservation of the debtors' assets and personal property," Judge Walsh affirmed in the order, the report notes. 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. PORTER'S POINT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Porter's Point, L.L.C. 14587 South 790 West, Unit A, Suite 106 Bluffdale, UT 84065 Bankruptcy Case No.: 10-37058 Chapter 11 Petition Date: December 9, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Gregory J. Adams, Esq. Quinn A. Sperry, Esq. MCKAY BURTON & THURMAN 170 South Main Street, Suite 800 Salt Lake City, UT 84101 Tel: (801) 521-4135 Fax: (801) 521-4252 E-mail: gadams@mbt-law.com qsperry@mbt-law.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Mark Shea, managing member. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fabian & Clendenin Legal services $91,976 Attorneys at Law re: tax planning 215 So. State Street, #1200 Salt Lake City, UT 84111-2323 IBI Group Land planning $80,137 #10 Exchange Place, services Suite 112 Salt Lake City, UT 84111 Hydrologic Design Inc. Project $36,314 4173 Dardanelle Drive engineering South Jordan, UT 84095 services Development Advisors Accounting services $17,168 Inc. GSH Geotechnical Consulting services $15,895 Consultants, Inc. URS Corporation Traffic engineering $15,000 services CCMC Consulting fees $15,000 Blake, Parish, P.C. Legal services $11,307 Anderson Call & Legal fees $10,442 Wilkinson, P.C Boundary Consultants Engineering services $8,135 Nelson, Snuffer, Dahle Legal services $4,095 & Poulson, P.C. Benchmark Engineering Engineering services $2,109 & Land Surveying South Springs Past due rent $1,700 Business Park Hayne & Company Accounting services $1,683 Hansen, Allen & Luce Legal fees $1,560 Wikstrom Economic Bluffdale economic $1,532 & Planning analysis Snell & Wilmer Legal services $986 Arpen Engineering Engineering services $550 Jim Reily Engineering Water share analysis $350 South Valley Sewer Sewer fees $197 District PS BUSINESS: S&P Raises Preferred Stock Rating From 'BB+' --------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit ratings on PS Business Parks Inc. and PS Business Parks L.P. to 'BBB+' from 'BBB'. S&P also raised its rating on the company's preferred stock to 'BBB-' from 'BB+'. Lastly, S&P revised its outlook on the company to stable from positive. "S&P's ratings on PS Business acknowledge the company's conservative financial policy compared with other REITs in its peer group," said Standard & Poor's credit analyst Elizabeth Campbell. "The company finances itself predominantly with common and preferred stock, and as a result, PS Business faces negligible debt refinancing risk." Additionally, its coverage measures are very solid and have improved over the past two years, despite the economic downturn. S&P's ratings also reflect the company's less-risky long-term-hold portfolio strategy, as well as its niche market position. These strengths are somewhat tempered by a weaker asset base with mixed tenant quality. Significant lease maturities over the next five quarters, amid fundamental office market conditions that will likely remain challenging through 2011, also mitigate the company's strengths. S&P considers the company's business risk profile satisfactory and its financial risk profile modest. PS Business' modest financial profile and very solid and stable fixed-charge coverage metrics support its long-term-hold investment strategy, which includes little development risk. S&P expects the company to continue to maintain competitive occupancy and to continue to finance acquisitions with equity. Further upward rating momentum is unlikely at this time, due to S&P's expectations for office fundamentals, particularly rental rates, to remain soft through 2011. Alternatively, S&P would consider lowering the rating if the REIT's operating results deteriorate meaningfully, which would cause its fixed-charge coverage ratio to drop below 2.5x or its total coverage to drop below 1.1x. ROBERT MIELL: 8th Cir. BAP Upholds Chapter 7 Trustee's Asset Sale ----------------------------------------------------------------- The United States Bankruptcy Appellate Panel for the Eighth Circuit affirmed the dismissal of Gary L. Holsinger and Sherry Holsinger's suit against Renee K. Hanrahan the chapter 7 trustee for the bankruptcy estate of Robert Miell, and Heritage Bank. Ms. Hanrahan filed a motion to sell several parcels of real estate, free and clear of all liens, encumbrances, claims, and other interests, to Heritage Bank. The Holsingers held junior liens against two of the parcels. Ms. Hanrahan gave written notice of her motion to all creditors and other parties-in- interest, including the Holsingers. The Debtor filed the only objections to Ms. Hanrahan's motion. The bankruptcy court overruled the Debtor's objections and entered an order authorizing Ms. Hanrahan's proposed sale. No one appealed the bankruptcy court's order, and the sale was consummated. In their adversary complaint, as amended, the Holsingers challenged the sufficiency of Ms. Hanrahan's notice of her proposed sale and sought a determination that their liens were unaffected by the sale or a declaration that their liens attached to the proceeds from the sale. Heritage Bank filed a motion to dismiss the Holsingers' complaint for failure to state a claim upon which relief could be granted. The bankruptcy court granted Heritage Bank's motion, and the Holsingers timely appealed. The three-man panel of Chief Judge Robert J. Kressel, and bankruptcy judges Thomas L. Saladino and Charles L. Nail, Jr., held that the bankruptcy court's order authorizing Ms. Hanrahan's proposed sale is final, and the Holsingers are bound by it. Judge Nail, who wrote the opinion, said the Holsingers' complaint, which seeks to relieve them from the consequences of that order, fails to state a claim upon which such relief can be granted. filed a petition for relief under chapter 11 of the bankruptcy code. The bankruptcy court converted the case to chapter 7, and the United States Trustee appointed Hanrahan to serve as the chapter 7 trustee. A copy of the 8th Circuit BAP's December 9 opinion is available at http://is.gd/iE5XCfrom Leagle.com. The Debtor filed a voluntary Chapter 11 petition (Bankr. N.D. Iowa Case No. 09-01500), without Schedules and Statements, on May 28, 2009. The Debtor filed his Schedules and Statements on June 29, 2009, and amended them on July 13, 2009. The Court converted the case to Chapter 7 and appointed a Chapter 7 Trustee on October 9, 2009. RONALD ORANTES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Ronald Edward Orantes Laura Mier Orantes 36251 Poplar Drive Yucapia, CA 92399 Bankruptcy Case No.: 10-49556 Chapter 11 Petition Date: December 9, 2010 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Catherine E. Bauer Debtor's Counsel: Franklin S. Davidson, Esq. LAW OFFICE OF SETH DAVIDSON 20355 Hawthorne, 2F, Ste 300 Torrance, CA 90503 Tel: (310) 371-2500 Fax: (213) 402-3049 E-mail: seth@sethdavidsonlaw.com Scheduled Assets: $962,911 Scheduled Debts: $1,501,807 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-49556.pdf S & P K PROPERTIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: S & P K Properties LLC 7350 Woodlore West Bloomfield, MI 48323 Bankruptcy Case No.: 10-76968 Chapter 11 Petition Date: December 9, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B McIvor Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- S & P K, Inc. 10-76969 12/09/10 Assets: $100,001 to $500,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Nouri Kashat, managing member. SAFENET INC: S&P Puts 'B' Rating on CreditWatch Positive -------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on Belcamp, Maryland-based SafeNet Inc., including the 'B' corporate rating, on CreditWatch with positive implications. "We view the proposed debt reduction, from the IPO proceeds as well as SafeNet's current expected operating trajectory, as a positive for credit metrics," said Standard & Poor's credit analyst Joseph Spence. In line with higher revenues and profitability, the company's latest-12-month adjusted debt to EBITDA improved sequentially a half-turn to the low-4x area as of the September 2010 quarter from the 6x area during its trough of the downturn in the March 2009 quarter due to organic growth, as well as its primarily stock acquisition of Aladdin Systems on March 31, 2010. S&P expects adjusted debt-to-EBITDA and free operating cash flow metrics to improve further, upon the successful completion of its IPO as the company has stated it will use net proceeds from the issuance to reduce debt and its outstanding interest rate swap. Standard & Poor's will monitor the progress of the IPO and the ultimate use of proceeds, as well as assess SafeNet's business prospects in determining the rating outcome. Any potential upgrade would be limited to one or two notches. SCHUTT SPORTS: Riddell Wants to Collect More Money -------------------------------------------------- Riddell Inc. is seeking permission from the court overseeing rival Schutt Sports Inc.'s bankruptcy case to collect $364,193 for two models of football helmets Schutt has sold since entering Chapter 11, Dow Jones' Small Caps reports. According to the report, Schutt filed for bankruptcy protection with the U.S. Bankruptcy Court in Wilmington, Del., on Sept. 6, a few weeks after the Western District of Wisconsin entered a judgment awarding Riddell $29 million. Riddell had sued Schutt, its chief competitor in the football-helmet market, claiming that Schutt's most successful products - the DNA and ION model football helmets - infringed on Riddell's patents, the report relates. Dow Jones' notes that Schutt agreed to deposit $69,609 into an escrow account for Riddell's benefit. That amount represents 6% of the invoice price of all DNA and ION helmets that Schutt has sold and shipped from the date it entered bankruptcy through Dec. 4, the report adds. About Schutt Sports Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka Schutt Manufacturing Company, Schutt Sports Manufacturing Co., Schutt Sports Distribution Company, and Schutt Athletic Sales Company -- and its affiliates manufacture team sporting equipment, primarily for football, baseball and softball. Schutt Sports filed for Chapter 11 bankruptcy protection on September 6, 2010 (Bankr. D. Del. Case No. 10-12795). The Company was forced into Chapter 11 by a $29 million patent-infringement judgment in favor of competitor Riddell Inc. Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists the Debtor in its restructuring effort. Ernst & Young is the Debtor's financial advisor. Oppenheimer & Co., Inc., is the Debtor's investment banker. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler PC as its counsel. The Debtor estimated is assets and debts at $50 million to $100 million as of the Petition Date. SEA TURTLE: Court Directs Payment Under Berkeley Place Lease ------------------------------------------------------------ Judge David R. Duncan rules that the amended lease executed by Sea Turtle Cinemas, Inc., with landlord Sea Turtle Entertainment, LLC, on June 29, 2007 is effective and controlling. As a result, rent should be paid at the amount set forth in the amended lease, and any accrued and owing rent under that lease should be paid. A copy of Judge Duncan's December 9 Order is available at http://is.gd/iEsvLfrom Leagle.com. Based in Hilton Head Island, South Carolina, Sea Turtle Cinemas, Inc., Sea Turtle Cinemas operates a 45,000 square foot, 12-screen movie theater and is the anchor of Berkeley Place shopping center, which is being operated by Sea Turtle Entertainment, LLC. The Landlord and the Debtor are owned and managed by the same group of individuals and entities. Sea Turtle Cinemas filed for Chapter 11 bankruptcy (Bankr. D. S.C. Case No. 10-03259) on May 4, 2010). Michael W. Mogil, Esq. -- mwmogil@aol.com -- serves as the Debtor's counsel. In its petition, the Debtor estimated both assets and debts as between $1 million and $10 million. SHERWOOD FARMS: Must Amend Reorganization Plan by December 17 ------------------------------------------------------------- The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida disapproved Sherwood Farms, Inc., and Sherwood Investments Overseas Limited Incorporated's Disclosure Statement explaining the proposed Plan of Reorganization. Judge Jennemann said that the Debtors may file a second amended disclosure statement and plan of reorganization by December 17, 2010. Upon the timely filing of the second amended disclosure statement and plan, Judge Jennemann said that she will enter an order approving the second amended disclosure statement and plan and scheduling the confirmation hearing for 11:00 a.m. on February 16, 2011. According to the Disclosure Statement, the Plan provides that the Debtors will continue to operate their existing businesses with low operating expenses. The Reorganized Debtors will execute new notes, mortgages, and security agreements with Centennial Bank, formerly known as Old Southern Bank, based, in part on adjusted property values that reflect the reduced market value of the lender's secured interest in its collateral. The Debtors contemplates paying claims and equity interests over time from cash flow generated from its core operations along with the reduction in cash flow demands from the new secured obligations. Under the Plan, holders of allowed secured claims will receive payment equal to 100% of their allowed secured claims, over time. Holders of allowed unsecured claims will receive pro rata distribution from the net adversary proceeds. Equity interests in he Debtors will remain unchanged. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SherwoodFarms_DS.pdf The Court also ordered that a continued hearing will be held at 11:00 a.m. on February 16, to consider Old Southern Bank's request to appoint trustee. About Sherwood Farms Groveland, Florida-based Sherwood Farms, Inc., is a grower and wholesaler of orchids. Sherwood said owes $7 million to first and second-lien lenders. Sherwood said in a filing that cash, accounts receivable, inventory, and real property are worth $8 million. The Company filed for Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578). Mariane L. Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. The Company's affiliate, Sherwood Investments Overseas Limited Incorporated, filed a separate Chapter 11 petition. SIRIUS XM: S&P Raises Corporate Credit Rating to 'BB-' ------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on New York City-based Sirius XM Radio Inc. and its subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a consolidated basis), to 'BB-' from 'B+'. The rating outlook is stable. "The action reflects the company's improving operating performance, declining debt leverage, and the prospects for continued improvement in credit measures for full-year 2010 and 2011," explained Standard & Poor's credit analyst Hal Diamond. Sirius XM had total debt outstanding of $3 billion as of Sept. 30, 2010. The 'BB-' rating on Sirius XM reflects S&P's expectation that debt leverage will remain relatively high and that the business will remain capital intensive through the end of 2011. For these reasons, S&P views Sirius XM's financial profile as aggressive. S&P assesses the company's business risk profile as fair, reflecting its dependence on U.S. automotive sales and consumer discretionary spending for growth, but also its longer-term vulnerability to competition from alternative media. The company's position as the only U.S. satellite radio operator, integration-related operating synergies, and cost savings arising from the 2008 acquisition of XM Satellite Radio Holdings Inc. are modest positives that do not offset these risks. Building and maintaining a large and stable subscriber base is critical, given the high fixed costs inherent in the business. The company faces significant challenges, including broadening subscriber demand and reducing churn in line with other satellite entertainment providers. Sirius XM derives almost all of its revenue from subscription fees, as advertising revenues are a negligible revenue source. Revenue growth is largely a function of new subscriber growth, which is heavily dependent on new auto sales, and to a lesser extent, selective price increases which may aggravate churn. A further long-term challenge is to maintain subscriber growth during a period of increasing competition from online audio services. On Dec. 9, 2010, the company renewed its five-year agreement with radio talk show host Howard Stern through the end of 2015. Despite onerous contract costs, S&P believes Stern has been important to the growth of the service due to his loyal fan base and exclusive content, which is not available on terrestrial radio. S&P believes that subscriber churn would increase, potentially dramatically, should he have decided not to renew his contract. SITHE INDEPENDENCE: Fitch Cuts Ratings on Sec. Bonds to 'B+/RR1' ---------------------------------------------------------------- Fitch Ratings has removed Sithe Independence Funding Corp. from Rating Watch Evolving and downgraded the ratings of Sithe's secured bonds to 'B+/RR1' from 'BB-/RR1'. The Rating Outlook is Negative. The downgrade reflects recent downgrade of Sithe's parent, Dynegy, after the rejection of The Blackstone Group's bid to acquire Dynegy for $5/share. The downgrade of the parent company reflects the underperformance of its merchant generation operations. There is a high correlation of Sithe's ability to meet its debt obligation to Dynegy's financial performance which continues to be negatively impacted by the decline in its hedged electricity and fuel commodity margins with financial improvement contingent upon an increase in power prices, shrinkage in the reserve capacity margins and improvement in electricity demand in the wholesale markets Dynegy owns and operates its generating plants. Fitch believes these macro market factors will improve over time, albeit too slowly in the near term for Dynegy to generate sufficient cash flow for its capital and operating needs. Fitch believes that Dynegy has taken steps to reduce the volatility of its earnings and cash flow in 2011 by contracting for 95% of its expected volumetric baseload output, however, credit metrics are forecasted to remain weak and are more appropriate to the lower ratings level. The Negative Outlook reflects Fitch's expectations that Dynegy's credit measures will likely deteriorate into next year and a corporate transaction and/or capital restructuring are likely. Fitch assigns Recovery Ratings to issuers with Issuer Default Ratings in the 'B' category or below. For competitive generating companies like Dynegy, Fitch generates a theoretical distressed enterprise value based on the projected EBITDA multiple. Based on Fitch's EBITDA multiple enterprise value, secured debt holders could expect strong recovery of claims in case of a default which is reflective of the 'RR1' rating on Sithe's secured debt. SKILLED HEALTHCARE: Moody's Confirms 'B2' Corp. Family Rating ------------------------------------------------------------- Moody's Investors Service confirmed Skilled Healthcare Group, Inc.'s corporate family and probability of default ratings at B2 following the company's announcement that the Court of California, Humboldt County issued an order granting final approval of the settlement for the lawsuit against the company. This concludes the review initiated on July 8, 2010. Moody's also raised the company's speculative grade liquidity rating to SGL-3 from SGL-4. The rating outlook is stable. These rating actions were taken: -- Corporate family rating, confirmed at B2; -- Probability of default rating, confirmed at B2; -- $360 million ($356 million outstanding) Senior Secured First Lien Term Loan, due 2016, confirmed at B1 (LGD3, 38%); -- $100 million Senior Secured Revolving Credit Facility, due 2015, confirmed at B1 (LGD3, 38%); -- $130 million Senior Subordinated Notes, due 2014, confirmed at Caa1 (LGD6, 91%); -- Speculative grade liquidity rating, raised to SGL-3 from SGL- 4. The confirmation of the B2 corporate family rating reflects the resolution of the lawsuit with a substantial reduction in the final settlement amount to $50 million plus $9.6 million in injunction cost from the initial jury verdict of $677 million. The B2 corporate family rating is constrained by Skilled Healthcare's debt leverage, which stood at 4.9 times on a Moody's adjusted basis at September 30, 2010. The company's debt balance was affected by the lawsuit and at September 30, 2010, it had $45 million of revolver borrowings outstanding. While the company is projected to generate cash flow in 2011, Moody's do not project debt leverage to decline below 4.5 times. In addition, the B2 corporate family rating is constrained by the company's modest size, concentration of revenues in two states, and the longer-term risk of reimbursement cuts from Medicare and Medicaid. The B2 corporate family rating is supported by expected adequate liquidity and by the stable demand characteristics in the long- term care services segment. Additionally, the rating considers Skilled Healthcare's performance track record, ability to attract profitable Medicare patients, and the company's real-estate ownership strategy. The stable outlook assumes that the company will be able to maintain an adequate liquidity position and continue to generate positive cash flow from operations. In addition, the stable outlook considers a measured approach to acquisitions and no escalation in any pending legal issues. The ratings could be downgraded or outlook changed to negative if the company's debt to EBITDA approaches 6 times, cash flow generation turns negative on a sustained basis, and/or liquidity profile were to deteriorate. Further, material negative developments in CMS reimbursement or erosion of EBITDA margin due to any number of factors including: a reduction in quality mix, an increase in frequency or severity of professional liability claims resulting in higher accruals, or unfavorable occupancy trends could result in a lowering of the outlook or ratings. The ratings could be upgraded or outlook changed to positive if the company were to experience growth in EBITDA and/or repay debt such that adjusted debt leverage is sustained below 4.0 times, operating cash flow to debt is sustained above 8% and free cash flow to debt is sustained above 5%. An upgrade would also be supported by the expectation of relative stability in government reimbursement rates to nursing homes. The last rating action was on July 8, 2010 when Moody's lowered the corporate family rating to B2 and placed it under review for possible further downgrade. Skilled Healthcare's ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of Skilled Healthcare's core industry and Skilled Healthcare's ratings are believed to be comparable to those other issuers of similar credit risk. Headquartered in Foothill Ranch, CA, Skilled Healthcare operates long-term care facilities and provides a variety of post-acute care services. The company operates skilled nursing facilities, assisted living facilities, hospice and home health locations. Further, the company provides ancillary services such as physical, occupational and speech therapy in its facilities and unaffiliated facilities and is a member of a joint venture providing institutional pharmacy services in Texas. Skilled Healthcare recognized revenues of approximately $792 million for the trailing twelve month period ended September 30, 2010. SKY LOFTS: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Sky Lofts, LLC 158 North 4th Street Brooklyn, NY 11211 Bankruptcy Case No.: 10-51510 Chapter 11 Petition Date: December 8, 2010 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: David Carlebach, Esq. 40 Exchange Place, Suite 1306 New York, NY 10005 Tel: (212) 785-3041 Fax: (212) 785-3618 E-mail: david@carlebachlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Yehuda Backer, managing member. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Twin City Lofts, LLC 10-50625 11/11/10 S & Y Enterprises, LLC 10-50623 11/11/10 Debtor's List of five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Backer Group, LLC -- $673,259 158 North 4th Street Brooklyn, NY 11211 S & Y Enterprises, LLC -- $200,000 158 North 4th Street Brooklyn, NY 11211 NYC Dept. of Finance -- $53,633 66 John Street New York, NY 10038 David Dukoff, CPA -- $33,000 58 Newport Drive Hewlett, NY 11557 Powers Bridging & Scaffol -- $5,500 198 Varet Street Brooklyn, NY 11206 SOCA IMAGING: Chapter 11 Counsel's Fees Reduced ----------------------------------------------- Lynn H. Gelman, P.A., the Chapter 11 counsel to Soca Imaging, Inc., and Navix Imaging, Inc., seeks compensation for legal work aggregating $126,245, together with $11,882.79 for expenses. Gelman holds a $12,500 prepetition retainer. The Debtors' cases have been converted to Chapter 7 and the trustee Les Osborne disputed Gelman's fee, arguing that the fee sought is grossly excessive and "does not reflect equivalent benefit" to the Debtors' estates. The objection also points out that the fees were incurred over a mere three-month period. Judge John K. Olson agrees with the Chapter 7 Trustee and grants Gelman $13,117.21 in fees and $11,882.79 in costs. Gelman is authorized to apply its $12,500 retainer to the fee and cost award, and is granted a Chapter 11 administrative expense for the balance of $12,500. A copy of Judge Olson's December 8 Order is available at http://is.gd/iEg6kfrom Leagle.com. Soca Imaging, Inc., and Navix Imaging, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case Nos. 10-11265 and 10-11268) on January 21, 2010. SONIA MARRERO: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sonia M. Acevedo Marrero Villa Verde Calle F H-2 Guaynabo, PR 00966 Bankruptcy Case No.: 10-11522 Chapter 11 Petition Date: December 8, 2010 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtor's Counsel: Francisco R. Moya Huff, Esq. 250 Ponce De Leon Avenue City Towers, 7th Floor Hato Rey, PR 00918 Tel: (787) 723-0714 (787) 724-2447 Fax: (787) 725-3685 E-mail: moyahuff55@prtc.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $100,000,001 to $500,000,000 Debtor's List of 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Miniwarehouse Corporation -- $89,000,000 P.O. Box 192259 San Juan, PR 00919-2259 Margarita Rosado Mu�oz -- $29,000,000 Apartado 190233 San Juan, PR 00919-0233 David Rosado Mu�oz -- $29,000,000 P.O. Box 270036 San Juan, PR 00927-0036 Gabriel Rosado Mu�oz -- $29,000,000 P.O. Box 363507 San Juan, PR 00936-3507 Mu�oz Boneta, Benitez, -- $169,623 Perals Bruguese Hilger J. Hertell -- $12,000 Banco Popular DE PR -- $6,265 Patricia Stubbe -- $5,000 BMA Bayamon 1232 -- $857 Crim -- $144 SOUTH EDGE: Lenders File Involuntary Chapter 11, Seek Trustee ------------------------------------------------------------- JPMorgan Chase Bank N.A. and two other lenders filed an involuntary petition on Dec. 9 in Las Vegas against South Edge LLC (Bankr. D. Nev. Case No. 10-32968). South Edge owns the Inspirada project, an uncompleted 2,000-acre residential development in Henderson, Nevada, about 16 miles (26 kilometers) southeast of Las Vegas. The petitioning creditors, led by JPMorgan, the agent for the lenders, are owed $54.2 million and are part of a group providing a $595 million credit. Other lenders that signed the involuntary petition are Credit Agricole Corporate & Investment Bank and Wells Fargo Bank NA. The lenders filed a motion asking U.S. Bankruptcy Judge Bruce A. Markell to promptly appoint a trustee immediately, even before the project is officially in Chapter 11. "This involuntary Chapter 11 case, in combination with the appointment of a Chapter 11 trustee, is the last hope of rescuing South Edge and its Inspirada project from the waste and precipitous decline that has been caused, and will continue to be caused, by the Debtor's controlling insiders. These insiders are sacrificing the Project and repudiating Debtor's obligations in a quest for greater profits at the expense of not only approximately 39 lenders to whom the insiders seek to shift their losses, but also the City of Henderson, Debtor's other creditors and other parties in interest. The Project can endure neither the insiders' persistent neglect, self-dealing and abuse nor the drawn out litigation favored by the insiders and their affiliates," lawyers for the creditors wrote in the motion for a Chapter 11 trustee. Eight owners of the project include an affiliate of KB Home, a 49% owner. Other owners are Coleman Toll LP, which owns 10.5%; Alameda Investments LLC, 8.14%; Kimball Hill, 6.29%; Pardee Homes Nevada Inc., 4.9%; Meritage Homes, 3.5%; and Beazer Homes USA Inc., 2.6%. The petitioners say the appointment of a trustee is warranted under Section 1100(a) of the Bankruptcy Code because: * In the spring of 2008, the Debtor's controlling insiders intentionally shut down the Project by refusing to seek further capital contributions from themselves and South Edge's other members; * The Debtor's management committee has squandered opportunities to enhance the value of the Project and obtain significant monetary recoveries for South Edge, including realizing millions of dollars of municipal financing. Unless promptly remedied, the intentional failure to capitalize on this opportunity, places those funds in jeopardy; * The Debtor's controlling insiders have failed to arrange for essential health, safety and maintenance work at the Project and their continued neglect will most certainly result in the loss or impairment of essential City permits and entitlements. * The Debtor's controlling insiders have breached their fiduciary and contractual obligations to South Edge, while at the same time using their considerable financial resources to wage a litigation campaign against the Lenders in furtherance of their own objectives at the expense of South Edge and its estate; * The Debtor's controlling insiders have breached their contractual obligations to the Debtor with impunity, as adjudicated by an Arbitration Panel consisting of two former Justices of the Nevada Supreme Court and one former United States District Judge for the District of Nevada; and * Since at least January 22, 2008, South Edge has been in default under its Credit Agreement with the Lenders; not as a direct consequence of South Edge's financial condition, but rather, as the direct result of its controlling insiders' strategic and self-interested decision to breach their contractual commitments to South Edge. JPMorgan, et al., say, "An operating trustee will be charged with managing South Edge in furtherance of the interests of its estate and creditors. As an independent fiduciary, the trustee will be able to promptly take the steps necessary to address these issues and to focus on the immediate and longer term needs of the Project. Given the challenging economic environment, the focus must be on constructive solutions, and collaboration with local government officials and other parties in interest. A Chapter 11 trustee, in stark contrast to Debtor's conflicted management, can fulfill this much needed role." JPMorgan and Wells Fargo are represented by: Robert M. Charles, Jr., Esq. LEWIS AND ROCA LLP 3993 HOWARD HUGHES PKWY, Suite 600 LAS VEGAS, NV 89169 Tel: (702) 949-8320 Fax: (702) 949-8321 E-mail: rcharles@lrlaw.com CREDIT AGRICOLE is represented by: JOLLEY URGA WIRTH WOODBURY & STANDISH 3800 Howard Hughes Pkwy #1600 Las Vegas, NV 89109 - and - HAYNES AND BOONE LLP One Houston Center 1221 McKinney Street, Suite 2100 Houston, TX 77010 Tel: (713) 547-2243 SOUTH EDGE: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: South Edge, LLC 3455 Cliff Shadows Parkway, Suite 220 Las Vegas, NV 89129 Bankruptcy Case No.: 10-32968 Involuntary Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Petitioners' Counsel: Robert M. Charles, Jr., Esq. LEWIS AND ROCA LLP 3993 Howard Hughes Parkway, Suite 600 Las Vegas, NV 89169 Tel: (702) 949-8320 Fax: (702) 949-8321 E-mail: rcharles@lrlaw.com JOLLEY URGA WIRTH WOODBURY & STANDISH 3800 Howard Hughes Parkway, #1600 Las Vegas, NV 89109 HAYNES AND BOONE LLP One Houston Center 1221 McKinney Street, Suite 2100 Houston, TX 77010 Tel: (713) 547-2243 Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ JPMorgan Chase Bank, N.A. -- $13,423,516 383 Madison Avenue, 23rd Floor New York, NY 10179 Credit Agricole Corporate And -- $20,269,826 Investment Bank 1301 Avenue of the Americas New York, NY 10019-6022 Wells Fargo Bank, N.A. -- $20,540,000 301 S. College Street, 4th Floor Charlotte, NC 28202-6000 SOUTHEASTERN HEARING: Case Summary & Creditors List --------------------------------------------------- Debtor: Southeastern Hearing, Inc. 1871 Wells Road, Suite 1 Orange Park, FL 32073 Bankruptcy Case No.: 10-10629 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Richard R. Thames, Esq. STUTSMAN THAMES & MARKEY, P.A. 50 N. Laura Street, Suite 1600 Jacksonville, FL 32202-3614 Tel: (904) 358-4000 E-mail: rrt@stmlaw.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10629.pdf The petition was signed by Troy C. Mahan, president. SPIRIT CREEK: Court Allows Conversion of Ch. 11 Case to Ch. 7 ------------------------------------------------------------- The Honorable Susan D. Barrett, United States Bankruptcy Judge for the Southern District of Georgia has ordered the conversion of Spirit Creek Development Inc.'s Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Augusta, Georgia-based Spirit Creek Development, Inc., is engaged in the development of multi-use housing and assisted living properties and rental of residential housing. The Company filed for Chapter 11 bankruptcy protection on June 16, 2010 (Bankr. S.D. Ga. Case No. 10-11400). James T. Wilson, Jr., Esq., who has an office in Augusta, Georgia, assists the Debtor in its restructuring effort. The Debtor disclosed $17,362,640 in assets and $6,290,416 in liabilities as of the Petition Date. STEVEN KLINGERMAN: Ex-ExecuCorp Partner's Bid for Credits Denied ---------------------------------------------------------------- Steven D. Klingerman, v. ExecuCorp, LLC and Bradley E. Parker, Individually and as Member-Manager of ExecuCorp, LLC, Adv. Pro. No. 08-00017 (Bankr. E.D.N.C.), seeks to dissolve ExcecuCorp and recover damages from the Defendant for breach of fiduciary duty and for unfair and deceptive trade practices. ExecuCorp was subsequently dissolved, and the Debtor's interest sold to the Defendant with approval by the Court entered by an order dated April 8, 2010. The Debtor's interest in ExecuCorp was sold for $412,250, constituting an effective sale of the real property owned by ExecuCorp for a net sale price of $824,500. The Court decreed that the $412,250 amount would be deposited with a receiver and held in escrow, with the Court also retaining jurisdiction to determine the distribution of any proceeds received by the receiver with regard to remaining claims or issues between the parties regarding the LLC, including payment and priority of any "offset" or LLC claims asserted by the defendant in connection with the dissolution of the LLC. The Defendant has requested credits and setoffs flowing from the Court's approval of the sale. Accordingly, Judge J. Rich Leonard ruled that while the parties alleged during the course of the proceedings that adjustments and credits were due the Debtor and Defendant based on their prior relationship, the Court ultimately finds that the parties' operating agreement ultimately controls. All obligations other than the Receiver's final fee have been paid, either out of revenue of the LLC or by the Receiver at closing. No further adjustment or credit is due the Debtor or Defendant, other than the liquidation of the Receiver's bank account. A copy of the Court's December 9 order is available at http://is.gd/iEoaVfrom Leagle.com. Steven D. Klingerman filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 07-02455) on October 30, 2007, listing between $100,000 and $1 million in both assets and debts. James B. Angell, Esq. -- jangell@hsfh.com -- at Howard, Stallings, From & Hutson, PA, in Raleigh, North Carolina, served as his bankruptcy counsel. A copy of his petition is available at http://bankrupt.com/misc/nceb07-02455.pdf SWEET HOLY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Sweet Holy Spirit Baptist Church 8621 S. Chicago Avenue Chicago, IL 60617 Bankruptcy Case No.: 10-54580 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: John H. Squires Debtor's Counsel: Ernesto D. Borges, Esq. LAW OFFICES OF ERNESTO BORGES 105 W. Madison Street, 23rd Floor Chicago, IL 60602 Tel: (312) 853-0200 E-mail: pbutler@billbusters.com Scheduled Assets: $5,351,634 Scheduled Debts: $3,795,503 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-54580.pdf The petition was signed by Darrien Flennoy, chief administrator and secretary of the board. THAW, LLC: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Thaw, LLC 2102 E. Main Street, #104 Puyallup, WA 98372 Bankruptcy Case No.: 10-50158 Chapter 11 Petition Date: December 10, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: Timothy W. Dore, Esq. RYAN SWANSON & CLEVELAND PLLC 1201 3rd Avenue, Suite 3400 Seattle, WA 98101-3034 Tel: (206) 464-4224 E-mail: dore@ryanlaw.com Estimated Assets: $1,000,001 to $10,000,000 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/wawb10-50158.pdf The petition was signed by D. Michael Dunne, member and manager. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- David Michael Dunne and JoAnn Elizabeth Dunne 10-45981 07/22/10 TRIBUNE CO: Competing Plans to Be Sent to Creditors for Voting -------------------------------------------------------------- Judge Kevin J. Carey of U.S. Bankruptcy Court for the District of Delaware approved on December 9, 2010, the General Disclosure Statement and the specific disclosure statements explaining the Plans of Reorganization submitted by each of: (1) Tribune Company and its debtor affiliates, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.; (2) Aurelius Capital Management, LP, Deutsche Bank Trust Company Americas, Law Debenture Trust Company of New York, and Wilmington Trust Company; (3) certain Holders of Step One Senior Loan Claims; and (4) King Street Acquisition Company, LLC, King Street Capital, LLP and Marathon Asset Management, L.P. Judge Carey found that the Disclosure Statements contain "adequate information" within the meaning of Section 1125 of the Bankruptcy Code. The judge overruled all objections to the Motion. According to Judge Carey, the forms of Ballots and Master Ballots (i) are sufficiently consistent with Official Form No. 14, (ii) adequately address the particular needs of the Debtors' Chapter 11 cases, including, without limitation, the solicitation and tabulation of votes on multiple Plans and the making of elections called for under the various Plans, and (iii) are appropriate for each Class of Claims entitled to vote to accept or reject the Plans. The voting procedures and the voting instructions accompanying the forms of Ballots and Master Ballots provide for a fair and equitable voting process and are consistent with Section 1126 of the Bankruptcy Code and the Bankruptcy Rules, the Court found. Judge Carey held that the procedures associated with the Ballots and Master Ballots with respect to a party's right to rank the Plans and make the elections set forth in each of the Plans, including, without limitation, to grant the releases contained in the Debtor/Committee/Lender Plan and the Step One Lender Plan, are fair and reasonable. Moreover, the Court held that the contents of the Solicitation Packages and other notices comply with Rules 2002 and 3017 of the Federal Rule of Bankruptcy Procedure and constitute sufficient notice of the Plans and the Confirmation Hearing to all interested parties. The Court established December 6, 2010 as the Record Date for purposes of determining (i) the Holders of Claims in Voting Classes that are entitled to vote on the Plans, and (ii) the Holders of Clams and Interests that are entitled to receive Solicitation Packages or other notice materials respecting to the Plans and the Confirmation Hearing. The Proponents are authorized and empowered to distribute, through the Voting Agent, to Holders of Claims in the Voting Classes that have not been disallowed for voting purposes and that otherwise qualify to vote to accept or reject some or all of the Plans in accordance with the procedures, by first-class mail, the Solicitation Package, which will contain copies of: (a) a CD-ROM containing the General Disclosure Statement and the Specific Disclosure Statements approved by the Court at the Disclosure Statement Hearing and the Plans related thereto, and other exhibits; (b) the Solicitation Order, excluding exhibits, which may be included on the CD-ROM; (c) the Confirmation Hearing Notice; (d) an appropriate number of Ballots, together with applicable instructions and one or more pre-paid return envelopes; (e) the Responsive Statements; and (f) appropriate election forms for making various elections called for under the Plans. A transferee of a Voting Claim will be entitled to receive a Solicitation Package on account of a transferred Claim only if: (a) all actions necessary to effect the transfer of the Claim pursuant to Rule 3001(e) of the Federal Rule of Bankruptcy Procedure have been completed by the Record Date, or (b) the transferee files, no later than the Record Date, (i) the documentation required by Rule 3001 to evidence that transfer; and (ii) a sworn statement of the transferor supporting the validity of the transfer. The Voting Agent will complete mailing of the solicitation materials on or before December 22, 2010. Ballots and Master Ballots must be properly executed and completed, and the originals will be delivered to the Voting Agent so as to be actually received no later than January 28, 2011. The Court established January 20, 2011 as the date for a hearing to consider any and all 3018 Motions. Confirmation hearing will be held on March 7, 2011. Deadline to file objections to confirmation of the Plans will be on February 15, 2011. A full-text copy of the Disclosure Statement Order is available for free at http://bankrupt.com/misc/Tribune_DSord.pdf Before the entry of the Court's order, the Debtors related in a certification of counsel that they have received comments from competing plan proponents with respect to the proposed order approving the Disclosure Statement and certain of the exhibits. The Debtors said they have made revisions to the Proposed Order and Exhibits and all issues have been resolved. Competing Plans Further Tine-Tuned Four groups of plan proponents filed with the U.S. Bankruptcy Court for the District of Delaware further revised proposed First Amended Plans of Reorganization for Tribune Company and its debtor affiliates. (A) Debtors Plan Proponents The Debtors Plan Proponents delivered to the Court an Amended Disclosure Statement on December 8, 2010. Clean and redlined copies the Debtors' Plan are available for free at: http://bankrupt.com/misc/Tribune_DebtorsPlan1208.pdf http://bankrupt.com/misc/Tribune_DebtorsPlan1208blk.pdf Clean and redlined copies of the Debtors' Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_Debtorsds1208.pdf http://bankrupt.com/misc/Tribune_Debtorsds1208blk.pdf The Debtors also submitted with the Court Exhibits to the Plan, which contain the Joint Plan Term Sheet and Intercompany Claims Analysis, which are available for free at: http://bankrupt.com/misc/Tribune_2ndMedTermSheet.pdf http://bankrupt.com/misc/Tribune_ClaimsAnalysis.pdf (B) Pre-LBO Debtholders Plan Proponents Aurelius Capital Management, LP, Deutsche Bank Trust Company Americas, Law Debenture Trust Company of New York, and Wilmington Trust Company -- the "Pre-LBO Debtholder Plan Proponents" -- delivered to the Court an amended Plan on December 9, 2010 containing immaterial revisions. A redlined copy of the Pre-LBO Debtholders Plan is available for free at http://bankrupt.com/misc/Tribune_AureliusPlan1209.pdf Clean and redlined copies of the Pre-LBO Debtholders' Disclosure Statement is available for free at: http://bankrupt.com/misc/Tribune_AureliusDS1209.pdf http://bankrupt.com/misc/Tribune_AureliusDSred1209.pdf (C) Step One Plan Proponents Certain Holders of Step One Senior Loan Claims delivered to the Court an amended Plan and Disclosure Statement on December 9, 2010. The Step One Plan Proponents related that through the Sharing Provision Dispute, they intend to establish that (i) Step One Lenders are not required to share ratably in distributions from the Debtors with Step Two Lenders; and (2) payments owing on the $2.1 billion purportedly loaned as part of the Step Two Incremental Facility of the Senior Loan Agreement are not subject to the Sharing Provision because the Incremental Facility never became effective by the agreement's express terms. Clean and redlined copies of the December 9 Plan is available for free at: http://bankrupt.com/misc/Tribune_StepOnePlan1209.pdf http://bankrupt.com/misc/Tribune_StepOnePlanblk1209.pdf Clean and redlined copies of the December 9 Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_StepOneDS1209.pdf http://bankrupt.com/misc/Tribune_StepOneDSblk1209.pdf (D) Bridge Plan Proponents King Street Acquisition Company, LLC, King Street Capital, LLP and Marathon Asset Management, L.P., delivered to the Court their amended joint plan of reorganization for Tribune Company and its debtor affiliates on December 7, 2010. A full-text copy of the Bridge Plan is available for free at: http://bankrupt.com/misc/Tribune_BridgePlan1207.pdf Clean and redlined copies of the Bridge Plan Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_BridgePlanDS1207.pdf http://bankrupt.com/misc/Tribune_BridgeDSblk1207.pdf The Debtors delivered to the Court a Joint Disclosure Statement for the four plans of reorganization on December 8, 2010, clean and redlined copies of which are available for free at: http://bankrupt.com/misc/Tribune_JointDS1208.pdf http://bankrupt.com/misc/Tribune_JointDS1208Blk.pdf Full-text copies of the Exhibits accompanying the Joint Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_JointDS1208Exh.pdf Revised Responsive Statements The Step One Plan Proponents delivered to the Court, on December 9, 2010, a further revised Responsive Statement that they propose to include in the solicitation package approved by the Court. According to the Step One Proponents, the Examiner's Report provides a road map for exactly the sort of misconduct that should render the Sharing Provisions unenforceable by the Step Two Lenders. A full-text copy of the Responsive Statement is available for free at: http://bankrupt.com/misc/Tribune_StepOneRS1209.pdf The Pre-LBO Debtholder Plan Proponents also delivered to the Court their revised Responsive Statement, a full-text copy of which is available for free at: http://bankrupt.com/misc/Tribune_AureliusRS1209.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: Step One Lenders Withdraw New York Action vs. JPM ------------------------------------------------------------- Lenders to Tribune Co. known as the Step One Credit Agreement Lenders withdrew a complaint in the New York State Court against JPMorgan, et al., asserting claims and seeking relief with respect to issues arising out of the LBO-related causes of action involving Tribune. In light of the Step One Credit Agreement Lenders' voluntary dismissal without prejudice of the New York Action, JPMorgan Chase Bank, N.A., Merrill Lynch Capital Corporation, Citicorp North America, Inc., and Bank of America, N.A., the Arrangers withdraw the Motion without prejudice. The Step One Credit Agreement Lenders consent to the withdrawal of the Motion without prejudice. The Debtors withdrew their joinder as to the Contempt Motion. JPM et al., in their capacities as lenders under the Credit Agreement dated May 17, 2007, previously asked the bankruptcy court handling Tribune Co.'s cases to enter an order holding certain of the Step One Lenders in contempt for commencing in New York State Court an action for, among other things, breach of contract, tortious interference with contract and declaratory relief. Specifically, the Lead Banks allege that the New York Action violates both the Court's September 1, 2010 order appointing mediator and the automatic stay. 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: Committee Wants to Verify Order on Right to Sue ----------------------------------------------------------- The Official Committee of Unsecured Creditors in Tribune Co.'s cases asks the Bankruptcy Court to confirm that its October 27, 2010 order granting it standing on behalf of the Debtors' estates to commence, prosecute and settle claims and counterclaims arising out of or in connection with the Debtors' 2007 leveraged buyout transaction encompasses all claims set forth in the Committee's Amended Complaints in Adversary Proceeding No. 10-53963. By order dated October 27, 2010, the Court granted the Committee leave, standing and authority to commence and prosecute the claims of the Debtors' estates. After consultation with the parties identified in the Standing Order, on November 1, 2010, the Committee filed complaints commencing the LBO Actions. Subsequently, the Committee filed amended complaints. The Original Complaints and the Amended Complaints make various amendments and modifications to the draft complaints, which include: (a) amending the aiding and abetting breach of fiduciary duties claim in the draft complaint in the Lender Action to add Merrill Lynch Pierce Fenner & Smith Incorporated as a defendant and to add allegations concerning conduct of Merrill and Citigroup Global Markets, Inc. in their capacities as financial advisors; (b) adding a claim for professional malpractice against Citigroup and Merrill in addition to the existing professional malpractice claim against Morgan Stanley as financial advisor; (c) adding state law fraudulent conveyance claims; (d) naming individual lenders and shareholders and other persons and entities as defendants to claims as to which the Court has granted standing; and (e) adding avoidance and disgorgement claims against Samuel Zell and related entities. According to the Committee, the Debtors have consented in writing to its assertion of all of the claims set forth in the Amended Complaints. In a separate filing, the Committee asks the Court to extend the time to effectuate service under Rule 4(m) of the Federal Rule of Civil Procedure by six months, to and including September 1, 2011, in order to facilitate the service of identified defendants and the identification, notification or service of all as-yet- unidentified defendants. 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: Arrowgrass Wants Chapter 11 Trustee Appointed ----------------------------------------------------------- Arrowgrass Master Fund Ltd., and Arrowgrass Distressed Opportunities Fund Limited, each a holder of Trico Marine Services, Inc.'s 3.00% Senior Convertible Debentures due 2027, filed a for their supplement to their motion to: i) direct Trico Marine Services, Inc., to place subsidiaries in Chapter 11 cases or, alternatively; ii) appoint a Chapter 11 trustee. Arrowgrass filed the supplement because the facts highlighting the Debtors' conflicts of interest are now so apparent. On October 26, 2010, Arrowgrass filed the motion to protect and preserve the value of parent's interests in its subsidiaries comprising the Trico Supply Group by requesting, inter alia, the appointment of a trustee. Arrowgrass stated that parent's management breached its duties of care and loyalty to the parent's creditors, inter alia, by failing to maximize the value of the Debtors' estates. Central to the breach by the parent's management are clear conflicts that disable management from fulfilling its duties to parent's creditors. In connection with the motion, Arrowgrass served notices of deposition on current members of the board, the chief executive officer, and the chief operating officer of the parent, who have personal knowledge of the facts and circumstances surrounding the transactions in question. Yet, after more than a month of discussions, the Debtors have still not made these individuals available for depositions. Arrowgrass related that cause exists: (i) to require the immediate appointment of a Chapter 11 trustee under section 1104(a)(1) of the Bankruptcy Code; and (ii) for the Court to compel to have the Non-Debtor OpCos placed into Chapter 11. The Debtors' failure to properly disclose the fact, that there is little to no value in the holding companies other than the causes of action, is the most telling evidence of the Debtors' conflicts. The value of the Debtors' estates lies in these actions, yet the Debtors' and their professionals remain steadfast against pursuing them. Arrowgrass added that the causes of action must be dealt with prior to the formulation of any plan of reorganization. Arrowgrass is represented by: Paul N. Silverstein, Esq. Robin Russell, Esq. Jonathan I. Levine, Esq. Abhishek Mathur, Esq. 450 Lexington Avenue New York, NY 10017 Tel: (212) 850-2800 Fax: (212) 850-2929 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 US$30,562,681 in assets and US$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 provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. VELVET ROOM: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------- Debtor: The Velvet Room Inc 235 Peachtree Street, Suite 1725 Atlanta, GA 30303 Bankruptcy Case No.: 10-97283 Chapter 11 Petition Date: December 9, 200 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Leonard R. Medley, III, Esq. MEDLEY & KOSAKOSKI, LLC 2839 Paces Ferry Road, Suite 850 Atlanta, GA 30339 Tel: (770) 319-7592 Fax: (770) 319-7594 E-mail: leonard@mkalaw.com Scheduled Assets: $118,087 Scheduled Debts: $1,285,988 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-97283.pdf The petition was signed by Michael Gidewon, owner. VERTIS HOLDINGS: Has Objection to Confirmation of Prepack Plan -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although the plan for Vertis Inc. was almost unanimously accepted by two classes of noteholders, approval of the reorganization won't be a slam dunk given objections filed last week by TWC Share Opportunities Fund V LP and a sister fund. Vertis is scheduled to present the Plan for confirmation on December 16. According to Mr. Rochelle, the two TWC funds object to how the plan pays only half of a $417,000 consulting agreement claim while other unsecured claims are paid in full. TWC lodged a second objection by saying the Plan pays nothing for termination of a $6.7 million shareholders' agreement. Pre-Pack Plan Vertis Holdings announced early December that it has secured overwhelming note holder support for its voluntary, pre-packaged Chapter 11 Plan of Reorganization. At the completion of the voting period, nearly all of Vertis' noteholders had accepted the Plan. Vertis filed together with its Chapter 11 petition a prepackaged plan of reorganization, which will reduce its total debt by approximately 60%, or $700 million, while substantially lowering interest costs, extending maturities and increasing liquidity. Holders of general unsecured claims are unimpaired and will have their claims reinstated. Holders of equity interests in Vertis Holdings won't recover anything on account of the interests. Copies of the Plan and the explanatory Disclosure Statement are available for free at: http://bankrupt.com/misc/VERTIS_HOLDINGS_plan.pdf About Vertis Holdings Vertis -- http://www.thefuturevertis.com/-- is a marketing communications company that delivers advertising, direct marketing and interactive solutions to prominent brands across North America. Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter 11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y. Case No. 10-16170). The Debtor estimated its assets and debts at more than $1 billion. Affiliates also filed separate Chapter 11 petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10- 16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors. Kurtzman Carson Consultants is the claims and notice agent. Perella Weinberg Partners is the investment banker and financial advisor. FTI Consulting Inc. is the restructuring and financial advisor. This is the Debtors' second journey through chapter 11. On July 15, 2008, Vertis and American Color Graphics, each commenced prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to complete a merger. In August 2008, Vertis emerged from bankruptcy, completing a merger with ACG. VITRO SAB: Delays Tender Offer Payment Due to Bondholders Actions ----------------------------------------------------------------- Vitro S.A.B. de C.V. disclosed that the settlement payment for the cash tender offer conducted as a modified Dutch auction in respect of Vitro's outstanding senior notes will be delayed due to the disruptive actions by certain members of the so-called "ad hoc committee" of holders of the Old Notes. As previously announced, the Tender Offer was expected to settle on December 10, 2010. However, without notice to Vitro or any of its affiliates or any of the participants whose notes they seek to attach, three funds managed by Aurelius Capital Management filed suit against Vitro and several of its subsidiaries in New York State court on December 3, 2010, premised on Vitro's default and non-payment of the Old Notes, and obtained from the court a pre- judgment order of attachment on any assets of Vitro located in New York. On December 9, 2010, certain funds managed by Elliott Management Corp. obtained a pre-judgment order of attachment similar to the Aurelius Order. On December 9, 2010, the Aurelius Order was served on D.F. King, which acts as the depositary for the Tender Offer. As a result, D.F. King has determined not to direct the settlement of the Tender Offer until it receives further guidance from the New York court as to whether its instructions to settle the Tender Offer will violate the terms of the Orders and has refused to instruct the Depository Trust Company to complete the settlement. Vitro and its wholly-owned subsidiary Administracion de Inmuebles Vitro, S.A. de C.V., which is not a defendant in either the Aurelius Action or the Elliot Action, launched the Tender Offer jointly and have taken the necessary steps to secure a prompt hearing from the New York court for the purpose of obtaining a determination that the settlement of the Tender Offer does not violate the Orders. A hearing has been scheduled for December 16, 2010, in the New York court, at which Vitro and AIV will seek that determination, as well as a determination that the distribution of the consent payments to the holders who have provided their consents to the Exchange Offer and Consent Solicitation are likewise permitted. Vitro and AIV believe that the settlement of the Tender Offer, and the distribution of the consent payments as previously announced, in accordance with the applicable offering documentation, would not violate the Orders and look forward to a prompt resolution that permits all parties to proceed pursuant to the terms of the offering documentation as previously announced. Vitro and AIV have been advised by the depositary that, as of the Tender Offer Expiration Time on December 7, 2010, approximately US$44 million in aggregate principal amount of Old Notes had been tendered pursuant to the Tender Offer. As previously announced, Vitro and AIV will accept all of the Old Notes tendered pursuant to the Tender Offer at a price of US$575 per $1,000 principal amount of Old Notes, the purchase of which Old Notes will be financed with the net proceeds of the Loan Agreement between AIV and Fintech Investments Ltd. As described in the solicitation statement, as payment for AIV's obligations under the Loan Agreement, AIV will cause all of such tendered Old Notes to be settled directly with, and delivered to, Fintech. Settlement of the Tender Offer will proceed as soon as possible following clearance from the New York court. "The actions of Aurelius, Elliott or other litigious bondholders will not disrupt the overall plan for Vitro's restructuring, and Vitro is committed not to permit such actions to frustrate the efforts of tendering holders to sell their bonds as contemplated by the tender offer documents," stated Mr. Claudio Del Valle, Vitro's Chief Restructuring Officer. "As was the case in some recent restructurings, the goal of these opportunistic U.S. vulture funds in this case is to extract for themselves as much short-term gains as possible through coercive litigation, at the expense of Vitro's long-term creditors and other stakeholders and in total disregard of the company's long-term financial debt capacity and viability. As we have said repeatedly, Vitro will not be bullied or intimidated by these aggressive, litigious measures," Mr. Del Valle further added. As previously announced, Vitro is making the relevant consent payments to all participating creditors who provided their consents to the Exchange Offer and Consent Solicitation in respect of their Restructured Debt pursuant to lock-up agreements or the parallel solicitation in Mexico relating to Vitro's outstanding Certificados Bursatiles as previously scheduled and will make the relevant consent payments to holders of Old Notes who validly tendered their Old Notes in the Exchange Offer and Consent Solicitation as soon as possible following clearance from the New York court or otherwise in a way that does not violate the Orders. Vitro will be filing its pre-packaged Concurso Plan with the relevant Mexican court no later than December 16, 2010. Vitro and its advisors are fully confident that Vitro's Concurso Plan, which has been prepared and negotiated with the advice and approval of some of the leading insolvency law practitioners in Mexico, will be approved by the Mexican court notwithstanding the various baseless allegations made in the press and circulating in the market relating to certain legal aspects of Vitro's proposed restructuring plan. Fernando del Castillo, partner at the Mexican law firm of Santamarina y Steta, SC, acting as Fintech's special concurso mercantil counsel, has reviewed Vitro's Concurso Plan and filings, pursuant to a confidentiality agreement with the company, and has stated that: "In my opinion and from the perspective of Mexican law, Vitro's plan of reorganization meets all the requirements to be approved and become binding on all unsecured creditors of the company." He further commented: "Intercompany claims held by affiliates of the debtor are allowed to participate and vote the debtor's plan for the purpose of confirmation of the debtor's plan. This is in fact a tested aspect of the Concurso Law as evidenced in various recent high-profile cases in Mexico where claims of subsidiaries in a concurso process have voted a plan of reorganization of its parent company and their vote has counted for such approval". Vitro does not intend to extend the expiration time of the Exchange Offer and Consent Solicitation beyond the new expiration time of December 21, 2010. Following such expiration time, creditors of the company will still be able to voluntarily consent to the Concurso Plan and enter into lock-up agreements with Vitro but will not be entitled to receive a consent payment (of up to 10% of the aggregate principal amount of the Old Notes they hold) in respect of their participation in the Concurso Plan. Accordingly, Vitro strongly encourages creditors who have not yet provided their consents to the Exchange Offer and Consent Solicitation to carefully evaluate the terms and conditions of the proposed restructuring (including the announced consent payments) and consult with their own advisors or the independent legal and financial advisors appointed by Vitro to respond to inquiries from, and act on behalf of, interested holders. Vitro believes that it is in the best interest of all long-term creditors of the company to voluntarily participate in Vitro's proposed restructuring (either before or after the expiration time of the Exchange Offer and Consent Solicitation) as they will be the interested parties that would be most adversely affected by a protracted and adversarial insolvency process that would only serve to delay their receipt of the restructuring consideration under the Concurso Plan. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro has launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer will be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. The offer was to expire December 7. Noteholders who oppose the exchange, namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. -- which hold US$75 million, or approximately 6% of the outstanding bond debt -- commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other affiliates on November 17, 2010. Vitro has engaged Susman Godfrey, L.L.P. as U.S. special litigation Counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately $650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). WESTBURY OWNER: Has Until Dec. 31 to Use Cash Collateral -------------------------------------------------------- CW Capital Asset Management LLC -- as Special Servicer for U.S. Bank, N.A., Successor to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD4 -- has permitted Westbury Owner, LLC, to use cash collateral to pay ordinary operating expenses through and including December 31, 2010. The Debtor will not use Cash Collateral to pay any capital expenditures without the consent of the Secured Creditor. Judge Thomas J. Catliota approved the parties' Stipulation and Consent Order, dated December 9. A copy of the agreement is available at http://is.gd/iE6K7from Leagle.com. J. Daniel Vorsteg, Esq. -- jdvorsteg@wtplaw.com -- at Whiteford Taylor & Preston, L.L.P., in Baltimore, Maryland, serves as counsel for the Debtor. Heather Deans Foley, Esq. -- hdfoley@Venable.com -- at Venable LLP, in Baltimore, Maryland, serves as counsel to CW Capital Asset Management. Westbury Owner, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-30951) on September 12, 2010. WESTERN HEALTHCARE: Turenne Can Reposses Leased Facilities ---------------------------------------------------------- Judge James J. Robinson lifts the automatic stay in the bankruptcy case of Western Healthcare, LLC, to permit Turenne Properties Ltd. to take possession of two assisted living facilities leased by the Debtor. Turenne had claimed the parties' lease agreement had expired under its own terms on September 30, 2010. The Debtor had alleged that the Lease had been extended for an additional one- year term by mutual agreement and, therefore, had not expired. A copy of Judge Robinson's December 9, 2010 Opinion and Order is available at http://is.gd/iEkOefrom Leagle.com. Western Healthcare LLC Services, dba Seasons of Talladega, dba Summer Place Living Facility, dba Autumn Trace Living Facility, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case 10-43158) on November 8, 2010, listing under $50,000 in assets and $100,000 to $500,000 in debts. Chad Arthur Hanson, Esq. chadhansonesq@netzero.net -- in Anniston, Alabama, serves as the Debtor's counsel. A copy of the Debtor's petiton is available at http://bankrupt.com/misc/alnb10-43158.pdf WESTVIEW DEVELOPERS: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Westview Developers, LLC 1557 NE 164 Street, Suite 201 North Miami Beach, FL 33162 Bankruptcy Case No.: 10-47525 Chapter 11 Petition Date: December 9, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: Brian S. Behar, Esq. BEHAR, GUTT & GLAZER, P.A. 2999 NE 191 Street, 5th Floor Aventura, FL 33180 Tel: (305) 931-3771 E-mail: bsb@bgglaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-47525.pdf The petition was signed by Jarret L. Gross, managing member. WILDWOOD PROPERTIES: Case Summary & Largest Unsecured Creditor -------------------------------------------------------------- Debtor: Wildwood Properties, LLC 13905 Watsonville Road Morgan Hill, CA 95037 Bankruptcy Case No.: 10-62706 Chapter 11 Petition Date: December 11, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Charles Novack Debtor's Counsel: Wayne A. Silver, Esq. LAW OFFICES OF WAYNE A. SILVER 333 W El Camino Real, #310 Sunnyvale, CA 94087 Tel: (408) 720-7007 E-mail: w_silver@sbcglobal.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Richard C. Wilde, managing partner. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ George Shannon Services $0 650 N. Winchester Boulevard, Suite 6 San Jose CA 95128 W.R. GRACE: 5th Modifications to First Amended Plan Submitted ------------------------------------------------------------- W.R. Grace & Co. and its debtor affiliates, together with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos PI Future Claimants' Representative, submitted to the U.S. Bankruptcy Court for the District of Delaware a fifth set of technical modifications to the First Amended Joint Plan of Reorganization. The Modifications to the Joint Plan, dated December 8, 2010, were made to: (1) update current notice parties and current counsel, and correct typographical errors; (2) provide language conforming Article 9 of the Joint Plan with language in the proposed Confirmation Order filed by the Debtors on April 30, 2010, regarding assumption and rejection of contracts with respect to the Sealed Air Settlement Agreement and the Fresenius Settlement Agreement; (3) provide conforming language in Section 7.7(b) of the Joint Plan and the Draft Order regarding references to sub-classes 7A and 7B; (4) provide conforming language in Section 7.7(g) of the Joint Plan and the Draft Order to refer to the "Reorganized Parent" rather than the "Parent;" (5) provide conforming languages in Sections 8.1.1 and 8.1.5 of the Joint Plan and the Draft Order to eliminate references to "Equity Interests" subject to discharge and "Disallowed Equity Interests" since Equity Interests are neither discharged nor disallowed under the Joint Plan; and (6) provide language to make clear that under certain circumstances, and subject to approval by the U.S. District Court for the District of Delaware, Asbestos Insurance Entities may be entitled to protection pursuant to the Asbestos PI Channeling Injunction after the Effective Date, and that Exhibit 5 to the Joint Plan -- the Schedule of Settled Asbestos Insurance Companies -- may be modified accordingly. The Fifth Set of Plan Modifications also includes modifications to exhibits in the Joint Plan: (a) Exhibit 3 -- Asbestos Property Damage Trust Agreement Exhibit 3 has been modified to include the names of the Trustees of the proposed Asbestos PD Trust. Richard Schiro has been proposed to serve as the Class 7A Trustee and Edward B. Cottingham, Jr., has been proposed to serve as the Class 7B Trustee. (b) Exhibit 5 -- Schedule of Settled Asbestos Insurance Companies Entitled to Section 524(g) Protection Exhibit 5 has been updated to include the names of insurers who have entered into court-approved settlements that, under the Joint Plan, would entitle them to protection under Section 524(g) of the Bankruptcy Code since the filing of the Fourth Set of Plan Modifications on March 19, 2010. (c) Exhibit 6 -- Asbestos Insurance Transfer Agreement Schedule 2 of Exhibit 6 has been updated to reflect all Asbestos Insurance Settlement Agreements approved by the Bankruptcy Court since the filing of the First Set of Plan Modifications on September 4, 2009. (d) Exhibit 21 -- Schedule of Unresolved Asbestos PD Claims Exhibit 21 has been updated to reflect the total number of active Asbestos PD Claims and Asbestos PD Claims currently on appeal. These updates are: * Section I has been updated to reflect that as a result of court rulings and settlements, there are now only two Canadian claims and 17 U.S. claims that are neither settled nor on appeal. * Section II has been updated to reflect that the Anderson Memorial class claims, Claim Nos. 009911 and 009914, are no longer on appeal. * Section II has also been updated to reflect that 37 Canadian Claims are on appeal and 16 State of California claims are no longer on appeal. * A new Section III has been updated to reflect that the Anderson Memorial class claims are still pending but are currently inactive. * The title of Exhibit 21 has been modified to more accurately conform with the description of Exhibit 21 in Section 1.1.223 of the Joint Plan. (e) Exhibit 25 -- Case Management Order for Class 7a Asbestos PD Claims Exhibit 25 has been modified in Paragraph I.B.3 to note that 37 Canadian Asbestos PD Claims are on appeal, rather than 35, as a result of the April 2010 state of limitations trial for two of the claims, and the Bankruptcy Court's May 4, 2010 order expunging the two claims, for which a May 14, 2010 notice of appeal was filed. In addition, the Order Setting Various Deadlines Regarding Objections to Asbestos Property Damage Claims was modified. The Debtors assure the Court that the proposed Plan Document Modifications do not alter in any respect the treatment accorded to claims or equity interests of any party that has not consented to or requested those modifications. Thus, the Plan Proponents submit that no additional solicitation is required as a result of the requested modifications. A summary of the 5th Set of Plan Modifications is available for free at http://bankrupt.com/misc/grace5thsumm.pdf 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: Court OKs Purchase of Small Start-Up Tech. Company -------------------------------------------------------------- The Bankruptcy Court has authorized W.R. Grace & Co. and its units 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. 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: Gets Nod of Associated Int'l Settlement --------------------------------------------------- W.R. Grace & Co. and its units received approval from the Bankruptcy Court for a settlement they entered into with Associated International Insurance Company. Associated International issued a single policy of excess liability insurance that provides insurance coverage to Grace. The Subject Policy was issued for the period June 30, 1979, to June 30, 1982. The Subject Policy provides coverage in the amount of $5 million part of a quota share layer of $50 million per occurrence and in the aggregate for each annual period for products and completed operations hazard, all in excess of $100 million underlying limits. Grace has incurred and may incur in the future certain liabilities, expenses and losses arising out of asbestos-related claims, for which Grace seeks coverage under the Subject Policy. Disputes have arisen between Grace and Associated International regarding their rights and obligations under the Subject Policy with respect to coverage for asbestos-related claims. The Agreement provides for Associated International to pay to the Asbestos Personal Injury Trust, to be created pursuant to the Debtors' Plan of Reorganization, $9.5 million in four equal quarterly installments. Lisa G. Esayian, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, says the Agreement is beneficial to the Debtors given that there is no need for litigation to compel payment of the amount and enforce the assignment by the Debtors to the Trust of rights under the Subject Policy. The Agreement, she notes, is also a compromise of defenses that Associated International might have with respect to coverage for any individual Asbestos PI Claim. The Agreement includes a complete, mutual release of all claims under the Subject Policy and is structured as a sale of property pursuant to Section 363 of the Bankruptcy Code. The Agreement further provides that if the Plan is confirmed, the Trust, at its own expense, will enforce the Asbestos PI Channeling Injunction with respect to Asbestos PI Claims subject to the Asbestos PI Channeling Injunction that are asserted against Associated International under the Subject Insurance Policy, provided, however, that the Trust's obligation in this respect is limited to expending a sum not to exceed the amount received by the Trust in the settlement. A full-text copy of the Associated International Agreement is available for free at http://bankrupt.com/misc/graceassocdeal.pdf 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) * Investor Says Earnings Growth is Only Counter to LBO Debt ----------------------------------------------------------- Highly leveraged companies will dodge restructuring in coming years only if they can grow cash flow, as private-equity sponsors' ability to inject more equity into portfolio companies is relatively limited, said one hedge fund manager in New York, Dow Jones' Small Cap reports. * Low Default Rates This Year Rain on the Distressed Debt Parade ---------------------------------------------------------------- Dow Jones' Small Cap reports that distressed fund managers raised billions over the last two years to take advantage of the wave of restructurings and turnarounds they thought was sure to come as the economy sputtered. But, after spiking in 2009, the flood of defaults slowed to a trickle this year, and some investors question whether there are enough sad stories to go around, according to the report. * King & Spalding Elects Three Partners to Its Policy Committee --------------------------------------------------------------- King & Spalding, a leading international law firm, announced today it elected three partners to the firm's 10-person policy committee, effective January 1, 2011. They are Sarah R. Borders (Atlanta), Joseph W. Dorn (Washington, D.C.) and Robert F. Perry (New York). King & Spalding's policy committee is responsible for firm policies, strategic initiatives and the overall enhancement of the firm. Members are elected by the partnership to a three-year term. The new members replace partners Scott J. Arnold, J. Sedwick Sollers and Christopher A. Wray, whose terms expire at the end of 2010. Borders is a member of the firm's financial restructuring practice. She represents creditors and debtors in some of the largest U.S. workouts, restructurings and bankruptcy cases for major industries, including retail, textiles, real estate and healthcare. She is a fellow in The American College of Bankruptcy and former president of the bankruptcy section of the State Bar of Georgia. Dorn is a member of the international trade practice. He focuses on international trade disputes in the United States, in foreign countries and before the World Trade Organization. He has successfully pursued trade remedy actions on behalf of U.S. industries against imports from numerous countries and handled a variety of trade remedy investigations for an array of industries. Perry is managing partner of the firm's New York office and a member of the intellectual property practice. He handles all facets of intellectual property litigation and counseling, with a particular emphasis on patent litigation, frequently in the areas of electronics, semiconductors, networks and telecommunications, including wireless technology and software. He also represents clients in patent infringement lawsuits. About King & Spalding Celebrating 125 years of service, King & Spalding -- http://www.kslaw.com/-- is an international law firm with more than 800 lawyers in Abu Dhabi, Atlanta, Austin, Charlotte, Dubai, Frankfurt, Geneva, Houston, London, New York, Paris, Riyadh (affiliated office), San Francisco, Silicon Valley, Singapore and Washington, D.C. The firm represents half of the Fortune 100 and, according to a Corporate Counsel survey in August 2009, ranks fifth in its total number of representations of those companies. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Company Ticker Assets Capital Equity ------- ------ ------ ------- -------- ABRAXAS PETRO AXAS US 178.1 (5.2) (1.7) ABSOLUTE SOFTWRE ABT CN 124.2 (6.0) (6.2) ACCO BRANDS CORP ABD US 1,097.3 261.9 (97.3) AEGERION PHARMAC AEGR US 2.9 (29.5) (27.3) ALASKA COMM SYS ALSK US 624.8 2.6 (15.3) AMER AXLE & MFG AXL US 2,071.4 61.9 (469.1) AMR CORP AMR US 25,357.0 (2,102.0) (3,643.0) ARQULE INC ARQL US 94.1 45.1 (9.7) ARRAY BIOPHARMA ARRY US 139.3 23.0 (125.2) ARVINMERITOR INC ARM US 2,879.0 331.0 (1,023.0) AUTOZONE INC AZO US 5,640.5 (584.3) (817.2) BLUEKNIGHT ENERG BKEP US 296.0 (427.8) (152.8) BOARDWALK REAL E BOWFF US 2,343.6 - (100.8) BOARDWALK REAL E BEI-U CN 2,343.6 - (100.8) BOSTON PIZZA R-U BPF-U CN 111.3 5.0 (116.3) BRAVO BRIO RESTA BBRG US 162.8 (28.9) (61.5) CABLEVISION SY-A CVC US 7,501.6 (157.7) (6,222.8) CAMPUS CREST COM CCG US 327.5 - (60.7) CC MEDIA-A CCMO US 17,393.5 1,410.4 (7,219.6) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) CENVEO INC CVO US 1,393.6 220.0 (332.5) CHENIERE ENERGY CQP US 1,797.0 30.3 (521.9) CHENIERE ENERGY LNG US 2,616.5 (137.1) (431.0) CHOICE HOTELS CHH US 403.3 (11.5) (75.5) CLEVELAND BIOLAB CBLI US 11.9 (9.7) (10.0) COMMERCIAL VEHIC CVGI US 289.3 114.0 (5.7) COMPLETE GENOMIC GNOM US 39.8 (20.9) (0.6) CONSUMERS' WATER CWI-U CN 869.7 9.9 (263.6) CUMULUS MEDIA-A CMLS US 324.1 (2.5) (349.3) DENNY'S CORP DENN US 312.7 (10.7) (102.4) DISH NETWORK-A DISH US 9,292.9 733.1 (1,416.5) DISH NETWORK-A EOT GR 9,292.9 733.1 (1,416.5) DOMINO'S PIZZA DPZ US 425.7 104.1 (1,241.9) DUN & BRADSTREET DNB US 1,727.3 (612.4) (717.4) EASTMAN KODAK EK US 6,929.0 1,406.0 (213.0) EPICEPT CORP EPCT SS 6.7 (1.1) (14.2) EXELIXIS INC EXEL US 372.9 (11.8) (217.6) FORD MOTOR CO F US 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F BB 180,330.0 (18,558.0) (1,740.0) GENCORP INC GY US 981.8 150.8 (224.9) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) GRAHAM PACKAGING GRM US 2,840.3 259.1 (580.3) HEALTHSOUTH CORP HLS US 1,796.9 124.3 (394.9) HICKS ACQUISITIO HKACU US 0.8 (0.8) (0.1) HOVNANIAN ENT-A HOV US 1,909.8 1,264.2 (207.4) HOVNANIAN ENT-B HOVVB US 1,909.8 1,264.2 (207.4) IDENIX PHARM IDIX US 63.1 24.0 (21.3) INCYTE CORP INCY US 464.6 305.0 (128.9) INTERMUNE INC ITMN US 143.9 10.2 (67.7) IPCS INC IPCS US 559.2 72.1 (33.0) JAZZ PHARMACEUTI JAZZ US 108.0 (13.3) (0.8) JUST ENERGY INCO JE-U CN 1,834.1 (578.0) (497.2) KNOLOGY INC KNOL US 658.7 53.5 (5.3) LIGAND PHARM-B LGNDD US 112.6 (1.4) (1.1) LIGHTING SCIENCE LSCG US 60.0 28.3 (122.4) LIN TV CORP-CL A TVL US 782.4 21.2 (146.9) LORILLARD INC LO US 3,504.0 1,665.0 (38.0) MAINSTREET EQUIT MEQ CN 399.4 - (8.6) MANNKIND CORP MNKD US 305.1 76.5 (181.4) MEAD JOHNSON MJN US 2,217.6 414.5 (415.7) MOODY'S CORP MCO US 2,348.2 508.8 (297.6) MORGANS HOTEL GR MHGC US 759.1 47.0 (42.1) NATIONAL CINEMED NCMI US 836.1 40.5 (340.8) NAVISTAR INTL NAV US 9,418.0 2,011.0 (1,040.0) NEWCASTLE INVT C NCT US 3,760.1 - (591.2) NEXSTAR BROADC-A NXST US 607.6 31.2 (189.9) NORTH AMERICAN G NMGL US 0.0 (0.1) (0.1) NPS PHARM INC NPSP US 228.8 147.8 (149.8) OTELCO INC-IDS OTT US 331.6 27.5 (3.5) OTELCO INC-IDS OTT-U CN 331.6 27.5 (3.5) PALM INC PALM US 1,007.2 141.7 (6.2) PDL BIOPHARMA IN PDLI US 257.5 26.1 (304.5) PETROALGAE INC PALG US 5.9 (8.2) (51.6) PHARMATHENE INC PIP US 21.6 (17.7) (11.4) PLAYBOY ENTERP-A PLA/A US 165.8 (16.9) (54.4) PLAYBOY ENTERP-B PLA US 165.8 (16.9) (54.4) PRIMEDIA INC PRM US 215.5 (5.8) (97.8) PRIMO WATER CORP PRMW US 29.0 (29.4) (9.6) PROTECTION ONE PONE US 562.9 (7.6) (61.8) QUALITY DISTRIBU QLTY US 284.3 26.9 (132.9) QUANTUM CORP QTM US 459.6 127.8 (83.7) QWEST COMMUNICAT Q US 18,959.0 (1,163.0) (1,425.0) REGAL ENTERTAI-A RGC US 2,670.3 114.1 (267.3) REVLON INC-A REV US 794.8 86.9 (991.8) RSC HOLDINGS INC RRR US 2,736.4 (175.7) (37.5) RURAL/METRO CORP RURL US 293.7 46.4 (95.1) SALLY BEAUTY HOL SBH US 1,589.4 387.1 (460.3) SEALY CORP ZZ US 964.9 161.4 (95.4) SINCLAIR BROAD-A SBGI US 1,536.2 37.8 (156.0) SINCLAIR BROAD-A SBTA GR 1,536.2 37.8 (156.0) SMART TECHNOL-A SMA CN 559.1 201.9 (63.2) SMART TECHNOL-A SMT US 559.1 201.9 (63.2) SPECTRAL CAPITAL FCCN US 0.0 (0.0) (0.0) STEREOTAXIS INC STXS US 47.5 (6.2) (5.3) SUN COMMUNITIES SUI US 1,164.1 - (131.0) SYNERGY PHARMACE SGYP US 2.7 (2.3) (1.8) TAUBMAN CENTERS TCO US 2,529.7 - (541.1) TEAM HEALTH HOLD TMH US 886.9 4.7 (18.2) THERAVANCE THRX US 212.6 161.1 (141.1) UNI-PIXEL INC UNXLD US 1.3 (3.0) (2.9) UNISYS CORP UIS US 2,840.1 472.1 (1,034.2) UNITED CONTINENT UAL US - (1,186.0) (2,206.0) UNITED RENTALS URI US 3,744.0 188.0 (15.0) VECTOR GROUP LTD VGR US 859.0 245.3 (37.7) VENOCO INC VQ US 766.2 20.4 (94.8) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) WARNER MUSIC GRO WMG US 3,779.0 (592.0) (211.0) WEIGHT WATCHERS WTW US 1,103.1 (377.9) (708.2) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) WR GRACE & CO GRA US 4,209.6 1,333.7 (175.1) YRC WORLDWIDE IN YRCW US 2,673.1 (288.2) (121.7) ZOGENIX INC ZGNX US 55.0 (0.9) (34.5) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***