/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101221.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 21, 2010, Vol. 14, No. 353 Headlines 114 TENTH AVENUE: Dist. Ct. Affirms Ruling on Nason Claim 438 FIFTH: Voluntary Chapter 11 Case Summary ABITIBIBOWATER INC: Issues Shares of New Stock ADVANTAGE SALES: S&P Affirms 'B+' Initial Corporate Credit Rating AFFILIATED FOODS: Court Rules on Ch. 7 Trustee's Suit v. Bennett AMBAC FIN'L: BoNY Exchanges AFG Units for $250MM Sr. Notes AMBAC FIN'L: Committee Proposes Morrison & Foerster as Counsel AMBAC FIN'L: No Ambac Event of Default, GESB Says AMBAC FIN'L: Proposes Lazard Freres as Financial Advisor AMERICAN INT'L: Fairholme Capital Has 30% Equity Stake AMERICAN MEDIA: Court Confirms Pre-Packaged Plan of Reorganization AMERICANWEST BANCORP: Completes Sale & Recapitalization of Bank APPLIED DNA: Recurring Losses Prompt Going Concern Doubt AVENTINE RENEWABLE: Ill. App. Ct. Stays JPMorgan Litigation BASHA'S INC: Ariz. Ct. to Wait for High Court Ruling in Walmart BIGLER LP: Court Denies Vopak's Request to Reopen Auction BIMMY'S LLC: Files for Chapter 11 Bankruptcy BLOCKBUSTER INC: Icahn, et al., Oppose Lyme Regis Plea to Sue BLOCKBUSTER INC: Moves Plan Filing Deadline to January 14 BLOCKBUSTER INC: Stops Lyme Regis From Forcing Icahn to Give Docs. BLUEKNIGHT ENERGY: Vitol Urged to Reconsider Restructuring Plan BOOZ ALLEN: S&P Puts 'B+' Rating on CreditWatch Positive BRAD RAINEY: Case Summary & 20 Largest Unsecured Creditors BSC DEVELOPMENT: Judge to Hear Statler Towers Abandonment Today C&D TECHNOLOGIES: Stockholders OK Debt-To-Equity Exchange Offer CAPRIUS INC: Marcum LLP Raises Going Concern Doubt CARDIMA, INC.: Case Summary & 20 Largest Unsecured Creditors CENTRALIA OUTLETS: Gets Court's Interim Nod to Use Cash Collateral CHRYSLER FINANCIAL: TD Bank Said to Be Close to $6.3BB Purchase COMMERCIAL CASEWORK: Voluntary Chapter 11 Case Summary DCP LLC: S&P Affirms Corporate Credit Rating at 'B' DEAN FOODS: Fitch Affirms Issuer Default Rating at 'B' DORAL ENERGY: Posts $399,500 Net Loss in October 31 Quarter DOT VN: Posts $997,300 Net Loss in October 31 Quarter DOW CORNING: 6th Cir. Rules on Evidence in Ambiguous Plan Terms DUANE HANSEN: Voluntary Chapter 11 Case Summary DUKE AND KING: Gets Court's Interim Nod to Use Cash Collateral EEE AUTO: Case Summary & 17 Largest Unsecured Creditors EEE OF FAIRFAX: Case Summary & 14 Largest Unsecured Creditors ENERGYCONNECT GROUP: Aequitas Discloses 30.1% Equity Stake ESTERA BODALE: Case Summary & 20 Largest Unsecured Creditors EVA ANDRADE: Case Summary & 20 Largest Unsecured Creditors FIRST INDUSTRIAL: S&P Affirms 'B+' Corporate Credit Ratings FIRST SECURITY: Elects Tim Morris and William Hall to Board FT SILFIES: Settles IRS's Claims for Unpaid Taxes GEORGE SIRACK: Case Summary & 10 Largest Unsecured Creditors GLOUCESTER ENGINEERING: Expects to Emerge From Ch. 11 at Year End GREAT ATLANTIC & PACIFIC: May Scrap 73 "Dark Store" Leases GREAT ATLANTIC & PACIFIC: Offers Pricing on $800MM Bankr. Loans GREAT ATLANTIC & PACIFIC: Relatively High Short Interest in Shares GREAT ATLANTIC & PACIFIC: South Conn. Stores to Remain Open GUIDED THERAPEUTICS: Registers 29.83MM Shares for Warrants GULFSTREAM INTERNATIONAL: Seeks Court Nod for $1.7-Mil. Loan GWINNETT MEDICAL: Case Summary & 6 Largest Unsecured Creditors HARTFORD FINANCIAL: S&P Corrects Preferred Stock Rating to 'BB+' HCP INC: Fitch Puts 'BB+' Preferred Stock Rating on Positive Watch HENRY COMPANY: Moody's Assigns 'B2' Corporate Family Rating H.H. HOLMES: Case Summary & 20 Largest Unsecured Creditors HUDSON BLUE: Sold to Sabet Group for $8.4 Million IRVINE SENSORS: Squar Milner Raises Going Concern Doubt JAKE'S GRANITE: District Court Affirms Buckeye Ranch Ruling JANE RASHAD: Bankr. Ct. Declines Kelly's Venue Transfer Motion JOSEPH VELLA: Case Summary & 20 Largest Unsecured Creditors JUDIE MAGSAYO: Has Stipulation on Release of Disputed Funds KENNETH STARR: Talent Agency Sues for Misappropriation of Funds KIEBLER RECREATION: Amends Schedules of Assets & Liabilities KIEBLER RECREATION: Obtains Final Authority to Use Huntington Cash LANDRY'S RESTAURANTS: S&P Affirms 'B' Rating on Add-On Notes LEHMAN BROTHERS: Creditors Propose Rival Restructuring Plan LEHMAN BROTHERS: Court Denies Fogarazzo Advance From Insurance LEHMAN BROTHERS: Edgewood Wants to Compel Return of Property LEHMAN BROTHERS: LBI Trustee Okays Sharon Park Project Sale LEHMAN BROTHERS: LBSF Wins OK to Sell Stake in Libro Companhia LEHMAN BROTHERS: Settlement With European Administrators Approved LENOX CONDOMINIUM: Proposes to Sell Condo Units to Pay Claims LIGHTHOUSE LODGE: Court Confirms Rival Bankruptcy Plan LITHIUM TECHNOLOGY: Posts $3.7 Million Net Loss in Q3 2010 LODGENET INTERACTIVE: PAR Investment Has 18.65% Equity Stake LOWELL JOBE: Case Summary & 20 Largest Unsecured Creditors MACTEC INC: S&P Withdraws 'B+' Corporate Credit Rating MAFCO WORLDWIDE: Moody's Withdraws 'B1' Corporate Family Rating MARSHALL & ILSLEY: S&P Puts 'BB+' Rating on CreditWatch Positive MAYSLAKE VILLAGE: Court Junks Plan & Allows BofA Foreclosure MCCLATCHY CO: S&P Raises Corporate Credit Rating to 'B' MEDSCI DIAGNOSTICS: SIF's Motion for Stay Pending Appeal Denied METRO-GOLDWYN-MAYER: Restructuring Plan Becomes Effective METRO-GOLDWYN-MAYER: Hunts for Talent to Reposition Studio METRO-GOLDWYN-MAYER: Starts Laying Off Staffers MICHELE HUYNH: Case Summary & 20 Largest Unsecured Creditors MIRANT AMERICAS: Fitch Affirms 'B+' Issuer Default Rating M.O.J. HOSPITALITY: Voluntary Chapter 11 Case Summary MOLECULAR INSIGHT: Shares Trading to Be Transferred to OTCQB MONEYGRAM INT'L: Preferred Stock May Be Converted, Sold in Market MONEYGRAM INT'L: To Sell Up to $500 Mil. of Common Stock MONEYGRAM INTERNATIONAL: S&P Keeps 'B+' Counterparty Credit Rating MORGAN STANLEY: S&P Downgrades Preferred Stock Rating to 'BB+' MOTOROLA INC: S&P Retains CreditWatch Positive on 'BB+' Rating MOUNTAIN NATIONAL: Defers Payments on Trust Preferred Shares MOVIE GALLERY: Sells Video Library for $450,000 MY US LEGAL: $60 Mil. Lawsuit Prompts Bankruptcy Filing NELSON LEASING: Case Summary & 4 Largest Unsecured Creditors NICOLAS MARSCH: Lennar and KBR Loan Will Fund Plan Payments NYC OFF-TRACK: Closure of Parlors Threatens Aqueduct Racetrack OAKMONT HOMES: Case Summary & 20 Largest Unsecured Creditors PALM HARBOR: Court Approves Stock Trading Restrictions PALOMA CREEK: Voluntary Chapter 11 Case Summary PARMALAT S.P.A.: Calisto Tanzi Gets 18 Years for Role in Collapse PARMALAT S.P.A.: Creditors Convert Warrants for 60,932 Shares PARMALAT S.P.A.: Inks EUR7.4 Mil. Settlement With UGF Banca PARMALAT S.P.A.: Lead Plaintiffs Want to Distribute Fund PILGRIM'S PRIDE: Judge Lynn Rules on Chicken Growers' Claims PIKESVILLE PROPERTIES: Case Summary & Creditors List RANCHER ENERGY: Plan Backed by BWAB's $12-Mil. Investment RAVINDER BHATIA: Case Summary & 20 Largest Unsecured Creditors RAYMOND CASSIDAY: Case Summary & 20 Largest Unsecured Creditors RESOURCE TECHNOLOGY: Dist. Ct. Affirms Denial of Roti Admin. Claim RICE & SONS: Case Summary & 3 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Court Rules on Trustee's Suit v. Adler RUBEN HINOJOSA: Voluntary Chapter 11 Case Summary SAINT VINCENTS: Saudi King Wants to Build Mosque at Site SALLY BISHOP: Case Summary & 13 Largest Unsecured Creditors SBPM HOLDINGS: Court Permits Wells Fargo to Foreclose SIR-TECH SOFTWARE: N.Y. Sup. Ct. Affirms Ruling Against Sirotek SOVRAN SELF: Fitch Assigns Preferred Stock Rating at 'BB' STRAWBERRY FARMS: Involuntary Chapter 11 Case Summary STRAWBERRY PARK: Involuntary Chapter 11 Case Summary SUN PRODUCTS: S&P Gives Negative Outlook, Affirms 'B+' Rating SUNCOAST ALUMINUM: Business Debt Prompts Bankruptcy Filing SUNOVIA ENERGY: Kingery & Crouse Raises Going Concern Doubt SUNWEST MANAGEMENT: Makes First Distribution to Claimants TAYLOR BEAN: Confirmation Hearing Set for Jan. 19 TERRESTAR CORP: Harbinger Entities Have 29.8% Equity Stake TERRESTAR NETWORKS: Deloitte Files 2nd Report on CCAA Cases TERRESTAR NETWORKS: Wins Nod to Pay Prepetition Taxes & Fees TERRESTAR NETWORKS: Wins OK to Tap Ordinary Course Professionals TIB FINANCIAL: Gives Rights to Buy 1.5MM Shares to Raise Funds TONI BRAXTON: Mortgage Lender Wants Lift Stay to Foreclose TOWNSENDS, INC: Files for Chapter 11 in Delaware TOWNSENDS, INC: Case Summary & 30 Largest Unsecured Creditors TRUE NORTH: Withdraws Registration Statement Due to Funding Woes TWAIN CONDOMINIUMS: Chapter 11 Filing Halts Foreclosure UCI INTERNATIONAL: To Sell in 13-Mil. Common Shares in IPO UNI-PIXEL INC: Announces Listing on NASDAQ; Symbol Is "UNXL" UNIGENE LABORATORIES: Restates License Deal with GSK UNIGENE LABORATORIES: Thomas Has Stock Option for 250,000 Shares UNISYS CORP: Registers 5-Mil. Shares to Be Offered to Employees UNISYS CORP: R. Frankenfield Owns 513 Shares of Common Stock UNITED WESTERN: Western Bank Amends Thrift Financial Report UNIVERSITY MILLENNIUM: Court Vacates Conditional Case Dismissal US LOAN AUDITORS: Closes Down Business Entirely UTSTARCOM INC: Thomas Toy Elected Class I Director VILICA, LLC: Voluntary Chapter 11 Case Summary VOLIN, LLC: Involuntary Chapter 11 Case Summary VITESSE SEMICONDUCTOR: Completes $3-Million Settlement with SEC VYTERIS INC: G. Burleson Has Stock Option for 50,000 Shares WASHINGTON MUTUAL: Judge Won't Issue Confirmation Ruling This Year WASHINGTON MUTUAL: Documents to Remain Confidential Z TRIM: Sells Pref. Stock, Warrants to Brightline for $2.3MM ZALE CORP: All 7 Elected Directors; E&Y Ratified Accountant ZALE CORP: Reports $97.9-Mil. Net Loss in Oct. 31 Quarter ZIMMERMAN TRUCKING: Case Summary & 20 Largest Unsecured Creditors ZIONS BANCORPORATION: Fitch Cuts Preferred Stock Rating to 'BB' * Re-filing of Defective Plan Justifies $13,000 Sanction * Business Bankruptcies Are on Pace for First Decline Since 2006 * 'Vultures' Give U.S. 'B' Grade for Distressed-Debt Investments * Thompson Hine Names Seven New Partners * Large Companies With Insolvent Balance Sheets ********* 114 TENTH AVENUE: Dist. Ct. Affirms Ruling on Nason Claim --------------------------------------------------------- District Judge Shira A. Scheindlin affirmed Judge Allan L. Gropper's May 25, 2010 Order granting the claim filed by Karen Nason, as Trustee of the Krstic Irrevocable Trust, against 114 Tenth Avenue Association, Inc. The Debtor took an appeal from the Bankruptcy Court order. Zivadin Krstic is the sole shareholder and President of the Debtor, whose only asset is a mixed-use building located in Manhattan at 457 West 17th Street. At the time of the Building's purchase in 1993, Mr. Krstic and Ms. Nason were romantically involved and living together, though the two never married. Together they had a son, Zillian, in 1994. Ms. Nason terminated her romantic relationship with Mr. Krstic and moved out of the Building in 2002. Since the end of their romantic relationship, Ms. Nason and Mr. Krstic have disputed the ownership of the Building. Mr. Krstic asserts the Debtor used only his personal funds for its purchase, insisting that he and Ms. Nason never combined personal or business finances. Although both Mr. Krstic and Ms. Nason operated plant shops during their relationship, Mr. Krstic describes them as separate and distinct entities. Mr. Krstic also denies any agreement with Ms. Nason to share ownership of either the Building or the Debtor. Ms. Nason counters that Mr. Krstic used the profits from her plant business to pay the couple's expenses and make investments like the Building. A copy of Judge Scheindlin's December 14, 2010, is available at http://is.gd/j3o8Zfrom Leagle.com. Unable to vacate a tax lien foreclosure judgment in New York state court, 114 Tenth Avenue Associates, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-60099) on Nov. 10, 2005. Joel M. Shafferman, Esq., at Schafferman & Feldman, LLP, in Manhattan, represents the Debtor in its Chapter 11 proceeding. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. 438 FIFTH: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: 438 Fifth Avenue, LLC 405 Tarrytown Road, Unit 1018 White Plains, NY 10607 Bankruptcy Case No.: 10-24638 Chapter 11 Petition Date: December 16, 2010 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Arlene Gordon-Oliver, Esq. RATTET, PASTERNAK & GORDON-OLIVER, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 E-mail: ago@rattetlaw.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 Keith Kennerly, managing member. ABITIBIBOWATER INC: Issues Shares of New Stock ---------------------------------------------- Abitibibowater Inc. filed a registration statement on Form 8-A with the Securities and Exchange Commission on December 9, 2010, regarding the issuance of its shares of common stock, par value $0.001 per share, upon the effective date of its plan of reorganization. The U.S. Bankruptcy Court for the District of Delaware and the Superior Court of Quebec in Canada each approved the applicable plan of reorganization on November 23, 2010 and September 23, 2010, respectively. AbitibiBowater emerged from the Creditor Protection Proceedings on December 9, 2010. On the Effective Date, the common stock of AbitibiBowater outstanding immediately prior to the Effective Date was cancelled pursuant to the terms of the plans of reorganization and AbitibiBowater filed a Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. Pursuant to the plans of reorganization, on the Effective Date, AbitibiBowater issued 97,134,954 shares of Common Stock. In addition, on the Effective Date, AbitibiBowater adopted an equity incentive plan pursuant to which AbitibiBowater may issue to participants in such plan up to 8.5% of the shares of Common Stock outstanding as of the Effective Date. Pursuant to the Certificate, AbitibiBowater is authorized to issue 190,000,000 shares of Common Stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. The Certificate also provides that AbitibiBowater will not issue any class of non-voting equity securities unless, and solely to the extent, permitted by section 1123(a)(6) of the Bankruptcy Code until such time as the Certificate is amended to remove such restriction. 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 emerged from bankruptcy on December 9, 2010. ADVANTAGE SALES: S&P Affirms 'B+' Initial Corporate Credit Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised the preliminary recovery rating on Advantage Sales & Marketing Inc.'s senior secured term loan to '4' from '3'. This action comes as the company increased the senior secured term loan to $875 million from $800 million and downsized the senior secured second-lien term loan to $350 million from $425 million. The company will use the proceeds of the loan to fund Apax Partners' purchase of the company. Furthermore, interest rate margin on both the first- and second-lien term loans are also expected to be lower than previously contemplated. While these actions will result in lower interest costs for the company, they do not have a material impact on coverage ratios. At the same time, S&P affirmed the preliminary 'B+' corporate credit rating, the preliminary 'B+' senior secured first-lien rating, and the preliminary 'B-' second-lien rating.. "The rating on Advantage, a national sales and marketing agency," said Standard & Poor's credit analyst Charles Pinson-Rose, "reflects S&P's expectation that the company will enhance credit metrics in the near term as a result of both better profitability and debt reduction using free cash flow." It also reflects S&P's fair business risk assessment and its view that the financial risk profile is highly leveraged. Over the past few years, Advantage has expanded sales and profits because of favorable industry trends. The company provides outsourced sales and marketing services to manufactures, suppliers, and producers of consumer packaged goods. In S&P's assessment, these services are more cost efficient and effective than CPG companies keeping the entire sales and marketing function in-house. Many CPG companies have increased usage of SMAs in recent years, and S&P expects that trend to continue in the near- to-intermediate term. "Nonetheless," added Mr. Pinson-Rose, "S&P views the company's operating performance as moderately vulnerable to weak economic conditions, as lower volumes of transactions of branded merchandise at food retailers and price deflation would pressure revenue and operating performance at Advantage." AFFILIATED FOODS: Court Rules on Ch. 7 Trustee's Suit v. Bennett ---------------------------------------------------------------- M. Randy Rice, v. Joe Selz Harold "Tink" Bennett and Bennett Commercial Refrigeration, Adv. Pro. No. 10-01026 (Bankr. E.D. Ark.), is a complaint to determine the priority, validity and extent of liens to avoid liens and to determine ownership rights in proceeds. The Defendants filed counterclaims and cross-claims. Judge Richard D. Taylor rules that Mr. Selz is entitled to an administrative claim for $20,070.66. This amount is not a charge against the specific sales proceeds but instead represents an administrative priority claim, payable according to its priority and to the extent that funds from the estate are available. The balance of Mr. Selz's claim may represent a general unsecured claim for which Mr. Selz is entitled to file an appropriate proof of claim. Bennett is entitled to $19,515 in sales proceeds, reduced by $7,250.68 -- representing Bennett's pro rata share of the costs of sale -- for a total distribution of $12,264.32. This amount is a charge upon the specific sales proceeds. The parties are to bear their own costs and fees. A copy of Judge Taylor's December 14, 2010 Memorandum Opinion and Order is available at http://is.gd/j2ZUZfrom Leagle.com. About Affiliated Foods Southwest Little Rock, Arkansas-based Affiliated Foods Southwest, Inc., and its affiliates, including Shur-Valu Stamps, Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 09-13178) on May 5, 2009. W. Michael Reif, Esq., at Dover Dixon Horne, represents the Debtors in their restructuring efforts. The Debtors listed assets between $10 million and $50 million and debts between $100 million and $500 million. Rather than proceed with a disclosure statement and plan of reorganization, both Affiliated Foods and ShurValu engaged in an orderly liquidation followed by conversion to Chapter 7 on August 13, 2009. M. Randy Rice became the Chapter 7 trustee in the ShurValu matter. Mr. Rice, as the trustee in the ShurValu case, later chose to put the wholly owned subsidiary -- Supermarket Investors, Inc. -- into a separate Chapter 7 on October 13, 2009. The court thereafter appointed Mr. Rice as the trustee in the SII proceeding. AMBAC FIN'L: BoNY Exchanges AFG Units for $250MM Sr. Notes ---------------------------------------------------------- The Bank of New York Mellon served a notice on December 1, 2010, to inform holders of a mandatory exchange that The Depository Trust Company will exchange 5,000,000 Corporate Units of Ambac Financial Group, Inc., it currently holds for $250,000,000 in aggregate principal amount of 9.50% Senior Notes of AFG due 2021 pursuant to the order entered in In re Ambac Financial, Inc., Case No. 10-15973 (SCC). The transfer/exchange was to be completed by December 2, 2010. Reference was made to that certain Purchase Contract Agreement dated as of March 12, 2008, by and between Ambac and The Bank of New York Mellon, formerly known as The Bank of New York, as Purchase Contract Agent pursuant to which the Corporate Units were issued. The Corporate Units represent an ownership interest in the Senior Notes issued by Ambac pursuant to the Indenture dated as of February 15, 2006, with Ambac, as supplemented by Supplemental Indenture No. 1 dated as of March 12, 2008, and The Bank of New York Mellon as Trustee. The Bank of New York Mellon also remains as the Collateral Agent, Custodial Agent and Securities Intermediary pending the appointment of a successor following its written resignation delivered to Ambac on November 10, 2010, under the Pledge Agreement dated March 12, 2008, with Ambac. DTC is the designated Depository for the Corporate Units under the Purchase Contract Agreement. Each Corporate Unit has a stated amount of $50 and consists of (i) one Purchase Contract, which obligates the Holder of such Corporate Unit to purchase Ambac common stock or preferred stock on May 17, 2011, on the terms set forth in the Purchase Contract Agreement, and (ii) a 5.00% undivided beneficial ownership interest in $1,000 principal amount of the Senior Notes, to be held by the Collateral Agent to secure the performance of the Holders' obligations under the Purchase Contract. Ambac issued 5,000,000 Corporate Units pursuant to the Purchase Contract Agreement and $250,000,000 in aggregate principal amount of Senior Notes pursuant to the Indenture. No Senior Notes are held by any entity other than the Corporate Unit holders. Accordingly, all of the Corporate Units collectively include all of the Senior Notes issued by Ambac and each Corporate Unit includes $50 in principal amount of the Senior Notes issued. On November 8, 2010, Ambac filed a petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. The case is captioned In re Ambac Financial, Inc., Case No. 10- 15973 (SCC)). As Holders were previously advised, pursuant to Section 5.06 of the Purchase Contract Agreement, the filing of the bankruptcy case constitutes a Termination Event as a result of which the Purchase Contracts were terminated and the Corporate Units thereafter represent the rights of the Holders to receive their Applicable Ownership Interests in the Senior Notes. On November 16, 2010, Ambac filed a motion seeking an order approving the termination of the Purchase Contracts and the release of the Senior Notes. On November 30, 2010, the Bankruptcy Court entered an order approving the Motion. Pursuant to the Purchase Contract Agreement, each Holder is entitled to receive its pro rata share of the Senior Notes. DTC will exchange the 5,000,000 Corporate Units it currently holds for $250,000,000 in aggregate principal amount of Senior Notes. Pursuant to the terms of the Purchase Contract Agreement and the Order, on the Exchange Date, each Corporate Unit will be exchanged for 5% of each $1,000 in aggregate principal amount of Senior Notes. The exchange will be reflected in the accounts of each Holder's DTC Participant. Holders wishing to communicate with the Purchase Contract Agent concerning the notice may contact Martin Feig, Default Administration Group, The Bank of New York Mellon, at 101 Barclay Street in New York, NY 10286, at contact number 212-815-5383. Mr. Feig's e-mail address is martin.feig@bnymellon.com About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMBAC FIN'L: Committee Proposes Morrison & Foerster as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Ambac Financial Group Inc.'s cases seeks the Bankruptcy Court's authority to hire Morrison & Foerster LLP as its counsel, nunc pro tunc to November 17, 2010. As the Committee's counsel, Morrison & Foerster will: (a) assist and advise the Committee in its consultation with the Debtor relative to the administration of the Debtor's Chapter 11 case; (b) attend meetings and negotiate with representatives of the Debtor and Sean Dilweg, the head of Wisconsin's Office of the Commissioner of Insurance and their advisors; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtor's affairs; (d) assist and advise the Committee in the review, analysis and negotiation of any plans of reorganization that may be filed and to assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any plans of reorganization; (e) analyze and advise the Committee regarding tax issues in connection with the Debtor's reorganization; (f) assist and advise the Committee regarding its examination and analysis of any potential investment in the Debtor by a third party; (g) take all necessary action to protect and preserve the interests of the Committee and general unsecured creditors, including (i) possible prosecution of actions on their behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtor is involved; and (iii) if appropriate, review and analysis of claims filed against the Debtor's estate; (h) generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; (i) appear, as appropriate, before the Bankruptcy Court, appellate courts, and the U.S. Trustee, and protect the interests of the Committee before those courts and before the U.S. Trustee; and (j) perform all other necessary legal services in the Debtor's case. Morrison & Foerster's professionals will be paid according to their customary hourly rates: Title Rate per Hour ----- ------------- Partners $625 to $1,025 "Of Counsel" $500 to $900 Associates $325 to $650 Paraprofessionals $165 to $290 These professionals at Morrison & Foerster are presently expected to have primary responsibility for providing services to the Committee in the firm's engagement: Name Title Rate per Hour -------------- ------------------ ------------- Anthony Princi Bankruptcy Partner $900 Gary S. Lee Bankruptcy Partner $900 Thomas A. Humphreys Tax Partner $950 Remmelt Reigersman Tax Associate $590 Alexandra S. Barrage Bankruptcy Of Counsel $635 Renee L. Freimuth Bankruptcy Associate $590 Stacy Molison Bankruptcy Associate $430 Stephen Koshgerian Bankruptcy Associate $370 Douglas Keeton Paraprofessional $195 Morrison & Foerster will also be reimbursed for actual and necessary expenses incurred. Anthony Princi, Esq., a partner at Morrison & Foerster LLP -- aprinci@mofo.com -- relates that his firm represented an ad hoc committee of holders of the Senior Notes in connection with the Debtor's restructuring efforts before the Petition Date. Morrison & Foerster was retained by the Ad Hoc Committee on May 28, 2010. Pursuant to the Ad Hoc Committee engagement, Morrison & Foerster was paid by and received a retainer from the Debtor, a portion of which was used to satisfy prepetition fees and expenses owing to Morrison & Foerster. Morrison & Foerster has a security interest in the retainer and will continue to hold the balance of the retainer during the Debtor's Chapter 11 case, Mr. Princi relates. From May 28, 2010, Morrison & Foerster billed and was paid by the Debtor $1,956,857 for services rendered in connection with the firm's representation of the Ad Hoc Committee, Mr. Princi discloses. The amount was received by Morrison & Foerster within the 90 days before the Petition Date. On November 17, 2010, upon being selected as counsel to the Committee, Morrison & Foerster resigned as counsel to the Ad Hoc Committee. Thus, as of the Petition Date, the Debtor does not owe Morrison & Foerster for legal services rendered prepetition, Mr. Princi relates. He adds that as of the Petition Date, Morrison & Foerster is not a creditor of the Debtor. In addition, Mr. Princi states that certain parties-in-interest are or may be current or former clients of the firm, a schedule of which is available for free at: http://bankrupt.com/misc/Ambac_MorrisonClients.pdf Mr. Princi maintains that Morrison & Foerster is a "disinterested person," as that term is defined under Section 101(14) of the Bankruptcy Code. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMBAC FIN'L: No Ambac Event of Default, GESB Says ------------------------------------------------- GESB Plc, a public company incorporated in England and Wales, issued a December 13, 2010 notice to bondholders, clarifying queries on whether an Ambac event of default has occurred. GESB issued GBP104,555,0000 in secured bonds due 2018. The 2018 Bonds are guaranteed by Ambac Assurance Corporation. GESB's notice relates that: It is noted that on 8 November 2010, the parent company of Ambac Assurance Corporation, Ambac Financial Group, Inc. announced that it had filed for a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Chapter 11 Filing"). Following the Chapter 11 Filing a number of bondholders contacted the Bond Trustee in order to verify whether or not an AMBAC Event of Default had occurred with respect to the Bonds (the "Bondholder Contact"). In response to the Bondholder Contact, the Bond Trustee requested and obtained a certificate from AMBAC (the "AMBAC Certificate") stating that, to the best of the knowledge and belief of the signatory, no AMBAC Event of Default had occurred. The Issuer also requested legal advice to determine whether or not an AMBAC Event of Default had, in fact, occurred. Such legal advice was not conclusive. However, on the basis of the information provided in the AMBAC Certificate and that legal advice, the Issuer has decided that it should proceed on the basis that no AMBAC Event of Default has occurred or is outstanding. The Issuer has communicated this decision to the Bond Trustee and has not received any contrary direction from the Bond Trustee. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMBAC FIN'L: Proposes Lazard Freres as Financial Advisor -------------------------------------------------------- The Official Committee of Unsecured Creditors in Ambac Financial Group Inc.'s cases asks the Bankruptcy Court's authority to retain Lazard Freres & Co. LLC as its financial advisor and investment banker, nunc pro tunc to November 22, 2010. As the Committee's financial advisor, Lazard will: (a) review and analyze the business, operations, and financial projections of the Debtor; (b) review and provide an analysis of any proposed capital structure for the Debtor; (c) review and provide an analysis of any valuation of the Debtor or its assets; (d) advise and attend meetings of the Committee as well as meetings with the Debtor or other third parties, including the Office of the Commissioner of Insurance of the State of Wisconsin and its advisors, as appropriate in connection with the matters set forth herein; (e) review and provide analysis of various issues relating to the Debtor's operating insurance subsidiary, Ambac Assurance Corporation, which is subject a partial rehabilitation in Wisconsin; (f) review and provide an analysis of any restructuring plan proposed by any party; (g) assist the Committee in connection with the financial aspects of negotiations with the Debtor; (h) assist the Committee in the evaluation of strategic alternatives potentially available to the Debtor, including identifying potential investors; and (i) provide other financial advisory services as the Committee may from time to time reasonably request and which are customarily provided by financial advisors in similar situations. Lazard will be paid according to this fee structure: * Monthly Fees: Lazard will be paid a monthly fee equal to $150,000 per month, which will accrue upon execution of the Engagement Letter and on the first day of each month thereafter until any termination of Lazard's engagement pursuant to the Engagement letter. Each Monthly Fee will be paid in advance on the first day of each month. * Restructuring Fee: A $5,800,000 fee, payable upon consummation of a Restructuring, provided, however, that, in the event the Committee votes in a Committee Meeting on the Restructuring and fewer than four members of the Committee vote in favor of the Restructuring, the amount of the Restructuring Fee will be $4,000,000. * Expenses: In addition to any fees that may be payable to Lazard, the Debtor will promptly reimburse Lazard for all expenses incurred in connection with, or arising out of Lazard's activities under or contemplated by, their engagement, in an amount not to exceed $50,000 without the Debtor's prior consent, which will not be unreasonably withheld or delayed. Ari Lefkovits, a director of Lazard Freres, relates that his firm served as financial advisor to an ad hoc committee of holders of the Senior Notes in connection with the Debtor's restructuring efforts before the Petition Date. Lazard was retained by the Ad Hoc Committee on August 1, 2010. Pursuant to the Ad Hoc Committee engagement, Lazard received a retainer from the Debtor, a portion of which was used to satisfy prepetition fees and expenses owing to Lazard, as defined and disclosed in the Lefkovits Affidavit. Lazard also received an expense retainer of $10,000, before the Debtor's filing for bankruptcy, Mr. Lefkovits notes. From the period beginning August 1, 2010, the Debtor paid Lazard about $615,231 for services rendered in connection with the firm's representation of the Ad Hoc Committee, according to Mr. Lefkovits. Upon being selected as financial advisors and investment bankers to the Committee, Lazard resigned as financial advisors to the Ad Hoc Committee. As of the Petition Date, the Debtor does not owe Lazard for services rendered before the Petition Date, Mr. Lefkovits avers. Mr. Lefkovits further notes that Lazard has been retained within the last three years to represent certain parties-in-interest in matters unrelated to the Debtor's Chapter 11 case, a schedule of which is available for free at: http://bankrupt.com/misc/Ambac_LazardClients.pdf Lazard also has an asset management affiliate, Lazard Asset Management LLC, Mr. Lefkovits discloses. While Lazard receives payments from LAM generated by LAM's business operations, LAM is operated as a separate and distinct affiliate and is separated from the firm's other businesses, including Lazard's financial advisory services group and its managing directors and employees advising the Debtor, by an ethical wall, he assures the Court. Mr. Lefkovits maintains that Lazard is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN INT'L: Fairholme Capital Has 30% Equity Stake ------------------------------------------------------ In a Schedule 13D filing with the Securities and Exchange Commission on December 9, 2010, Fairholme Capital Management, LLC disclosed that it beneficially owns 41,949,459 shares of American International Group, Inc. common stock representing 30.0% of the shares outstanding. As of October 29, 2010, there were 135,143,176 shares outstanding of the Company's common stock. Bruce R. Berkowitz also disclosed ownership of 41,949,459 shares and Fairholme Funds, Inc. disclosed ownership of 38,089,674 shares of common stock representing 27.2% of the shares outstanding. On November 24, 2010, Fairholme Funds, Inc. converted 26,703,320 shares of convertible preferred stock to 2,634,817 shares of the Company's common stock. The exchange was for 0.09867 shares of the Company's common stock, par value $2.50 per share, plus $3.2702 in cash for each validly tendered and accepted unit of convertible preferred stock. On November 24, 2010, managed accounts advised by Fairholme Capital Management, L.L.C. converted 3,156,960 shares of convertible preferred stock to 311,497 shares of the Company's common stock. The exchange was for 0.09867 shares of the Company's common stock, par value $2.50 per share, plus $3.2702 in cash for each validly tendered and accepted unit of convertible preferred stock. 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 MEDIA: Court Confirms Pre-Packaged Plan of Reorganization ------------------------------------------------------------------ American Media, Inc. disclosed that the U.S. Bankruptcy Court for the Southern District of New York has confirmed its Plan of Reorganization, clearing the way for AMI to emerge from its voluntary pre-packaged Chapter 11 reorganization by the end of 2010. The confirmed Plan of Reorganization will strengthen AMI's capital structure, significantly de-lever its balance sheet and improve its already strong cash flow and cash on hand. "I have been CEO for over a decade, and this is the best capital structure I have ever had to work with. This will allow AMI to finally capitalize on all the digital opportunities available for our brands, continue to strengthen our print properties, expand our publishing services efforts and ultimately accomplish what my goal has always been - to build a major media company that will be among the industry's elite." AMI's Plan of Reorganization will be effective upon satisfaction of all closing conditions. This includes closing AMI's previously announced Revolving Credit Facility with JPMorgan Chase Bank, N.A. and the issuance of AMI's 13-1/2% Second Lien Senior Secured Notes due 2018. Additional information about AMI's restructuring, including the disclosure statement describing the Plan of Reorganization, is available at http://www.kccllc.net/AMI/ You may also receive information from AMI's restructuring hotline at (877) 660-6698. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010. American Media filed together with the petition, a pre-packaged Chapter 11 plan where holders of notes and bank debt would receive either cash, new notes or stock. American Media said it would try to emerge from court protection against creditors in 60 days or less. Judge Martin Glenn presides over the case. Ira S. Dizengoff, Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L. Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy counsel. Moelis & Company is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the claims and notice agent. AMI estimated assets of $0 to $50,000 and debts of $500 million to $1 billion in its Chapter 11 petition. AMO, AMI's operating unit, estimated assets of $100 million to $500 million and debts of $500 million to $1 billion in its Chapter 11 petition. Bankruptcy Creditors' Service, Inc., publishes American Media Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by American Media Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICANWEST BANCORP: Completes Sale & Recapitalization of Bank --------------------------------------------------------------- AmericanWest Bancorporation has completed the sale of all outstanding shares of its wholly-owned subsidiary, AmericanWest Bank, to a wholly owned subsidiary of SKBHC Holdings LLC, in a transaction that was previously approved by the U.S. Bankruptcy Court for the Eastern District of Washington. SKBHC has informed the Company that, as previously agreed, it also contributed an additional $185 million of new capital to the Bank. The Company received total cash consideration of $6.5 million for the sale, including $850,000 of debtor-in-possession financing previously provided by SKBHC. The primary remaining activity of the Company will be the winding up of its affairs and the distribution of its assets. The Company expects to submit by February 25, 2011 a liquidation plan for Court approval. As the Company does not expect that it will have sufficient assets to fully satisfy all of the claims of its creditors, it does not anticipate that any assets will be available for distribution to common shareholders. As of December 20, 2010, after giving effect to the sale of the Bank, the Company had total assets of approximately $6 million and total liabilities of approximately $46 million. About AmericanWest Bancorporation Headquartered in Spokane, Washington, AmericanWest Bancorporation (OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding company whose principal subsidiary is AmericanWest Bank, which includes Far West Bank in Utah operating as an integrated division of AmericanWest Bank. AmericanWest Bank is a community bank with 58 financial centers located in Washington, Northern Idaho and Utah. AmericanWest Bancorporation filed for Chapter 11 protection on Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097). The banking subsidiary was not including in the Chapter 11 filing. Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as bankruptcy counsel. G. Larry Engel, Esq., at Morrison & Foerster LLP, also serve as counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million in its Chapter 11 petition. AmericanWest Bancorporation's estimates exclude its banking unit's assets and debts. In its latest Form 10-Q filed with the Securities and Exchange Commission, AmericanWest Bancorporation reported consolidated assets -- including its bank unit's -- of $1.536 billion and consolidated debts of $1.538 billion as of Sept. 30, 2010. APPLIED DNA: Recurring Losses Prompt Going Concern Doubt -------------------------------------------------------- Applied DNA Sciences, Inc., filed on December 15, 2010, its annual report on Form 10-K for the fiscal year ended September 30, 2010. RBSM LLP, in New York, expressed substantial doubt about Applied DNA Sciences' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operations. The Company reported a net loss of $7.91 million on $519,844 of sales for fiscal 2010, compared with net income of $3.94 million on $295,162 of sales for fiscal 2009. During the year ended September 30, 2009, the Company determined that future payments of liquidated damages on previously issued notes were not probable, and reversed accrual of $12.02 million to other income. The Company's balance sheet at September 30, 2010, showed $1.41 million in total assets, $3.01 in total liabilities, and a stockholders' deficit of $1.60 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7136 Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally devoted to developing DNA embedded biotechnology security solutions in the United States. AVENTINE RENEWABLE: Ill. App. Ct. Stays JPMorgan Litigation ----------------------------------------------------------- Aventine Renewable Energy, Inc., invested in auction rate securities from JPMorgan Chase Bank, N.A. and JPMorgan Securities, Inc. After Aventine lost a considerable amount of money from its investment, it filed suit against JPMorgan. JPMorgan filed a motion to compel Aventine to submit to arbitration or, alternatively, to stay the litigation pending resolution of a class action filed against JPMorgan in New York. The trial court stayed the action. In August 2009, Aventine filed a motion to lift the stay or, alternatively, allow Aventine to conduct discovery. Aventine argued that the new cause of action in New York and likelihood that the litigation will take years to resolve required that the court lift the stay. The trial court denied Aventine's motion. The Appellate Court of Illinois for the Third District affirmed. The trial court did not act arbitrarily or exceed the bounds of reason in making its decision to deny Aventine's motion to lift the stay. A stay in this situation, where another action regarding the same subject matter is pending, is appropriate. The case is Aventine Renewable Energy, Inc., v. JP Morgan Securities, Inc. and JP Morgan Chase Bank, N.A., Case No. 09-1019 (Ill. App. Ct.). A copy of the Court's December 9, 2010 Opinion is available at http://is.gd/j3H2Lfrom Leagle.com. About Aventine Renewable Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc. (Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a producer and marketer of ethanol to many leading energy companies in the United States. In addition to ethanol, Aventine also produces distillers grains, corn gluten meal, corn gluten feed, corn germ and brewers' yeast. The Company and its affiliates filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case No. 09-11214). James L. Patton, Esq., Joel A. Waite, Esq., Matthew Barry Lunn, Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt & Taylor, serve as bankruptcy counsel to the Debtors. Dennis A. Meloro, Esq., and Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, represent the official committee of unsecured creditors. When it filed for bankruptcy protection from its creditors, Aventine Renewable estimated between $100 million and $500 million each in assets and debts. The Court confirmed on February 24, 2010, the Company's plan of reorganization. The Company emerged from Chapter 11 on March 15, 2010. BASHA'S INC: Ariz. Ct. to Wait for High Court Ruling in Walmart --------------------------------------------------------------- Jose Parra; Gonzalo Estrada; Aurelia Martinez, on behalf of themselves and all individuals similarly situated, v. Bashas', Inc., Case No. 02-0591 (D. Ariz.), seeks class certification over unequal pay claims against Bashas', Inc. In accordance with 11 U.S.C. Sec. 362, the Bankruptcy Code's automatic stay provision, Bashas' "ceased any further action in this matter." Effective August 28, 2010, that stay was "terminated" as part of the Bankruptcy Court's order confirming the Debtor's plan. After the termination of that stay, plaintiffs filed the pending "Request for Ruling" on the class certification issue. Plaintiffs are "request[ing] that the Court rule on the issue of the certification of the unequal pay claim . . . so that a trial may be set for adjudication of the working conditions and pay class claim, if certified." On December 6, 2010, the Supreme Court granted certiorari in Wal-Mart Stores, Inc. v. Dukes, 603 F.3d 571 (9th Cir. 2010) (en banc), cert. granted, ___ S.Ct. ___, 2010 WL 3358931, 79 U.S.L.W. 3128 (U.S. Dec. 6, 2010) (No. 10-277). District Judge Robert C. Broomfield rules that resolution of Dukes has the potential to significantly impact the class certification motion in the Bashas' case. Therefore, rather than deciding the case in haste without the benefit of the Supreme Court's decision in Dukes, Judge Broomfield will defer resolution of the class certification issue pending a decision in Dukes. A copy of Judge Broomfield's December 15, 2010 Order is available at http://is.gd/j3mOXfrom Leagle.com. About Bashas' Inc. Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail stores located throughout Arizona. It is doing business as National Grocery, Bashas Food, Bashas' United Drug, Food City, Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas' Distribution Center, Sportsman's, and Bashas' Dine. The Company and its affiliates filed for Chapter 11 bankruptcy protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050). Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., assisted the Debtors in their restructuring efforts. Michael W. Carmel, Ltd., served as the Debtors' co-counsel. Deloitte Financial Advisory LLP served as financial advisors. Epiq Bankruptcy Solutions, LLC, served as claims and notice agent. In its bankruptcy petition, Bashas' estimated assets and debts of $100 million to $500 million as of the Petition Date. Judge James M. Marlar confirmed Bashas' Chapter 11 reorganization plan in August 2010. BIGLER LP: Court Denies Vopak's Request to Reopen Auction --------------------------------------------------------- Judge Jeff Bohm denies Vopak North America, Inc.'s request to reopen an auction in the Bigler LP case to allow Vopak to make a higher bid. As reported by the Troubled Company Reporter on June 29, 2010, Bigler received approval to sell substantially all of their land assets to Intercontinental Terminals Company, LLC. ITC acquired 180 acres of land for $20.5 million. Vopak Terminals North America, Inc., emerged as the second highest bidder at the June 16 auction. As reported by the TCR on June 30, 2010, most of the business of Bigler LP were purchased by secured lender Amegy Bank NA under a Chapter 11 reorganization plan, Bill Rochelle, bankruptcy columnist at Bloomberg News, said. Amegy had the high bid for the terminals and petrochemicals business, purchasing the assets in exchange for $38 million of secured debt. "When an auction is conducted in a manner that, in all facets, was beyond reproach, it may not be reopened to allow a higher bid. To do so would be an abuse of discretion," Judge Bohm says. According to Judge Bohm, "the rationale for this rule is that, when the bid procedures are clear; the bid procedures are not complex; the parties are sophisticated; there is no collusion or fraud; and the auction price is not grossly inadequate -- the highest priority should be placed on maintaining the integrity of the system. In the case at bar, the procedures were clear and fair; the parties were sophisticated; the auction was conducted pursuant to the Bid Procedures and Bid Procedures Order; and the price was adequate." A copy of the Court's December 15, 2010 Memorandum Opinion is available at http://is.gd/j3wmmfrom Leagle.com. About Bigler LP Houston-based Bigler LP is a diversified petrochemical producer. Bigler has production and storage facilities on 271 acres on the Houston Ship Channel. Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston (Bankr S.D. Tex. Case No. 09-38188). King & Spalding LLP serves as the Debtor's bankruptcy counsel. The Debtor estimated assets of $233 million against debt totaling $151 million. Liabilities include $67 million owed to secured lender Amegy Bank NA, which has a lien on all assets. Secured lender Amegy Bank is represented by Porter & Hedges LLP. As reported by the Troubled Company Reporter on November 30, 2010, Judge Jeff Bohm confirmed Bigler LP and its debtor-affiliates' Fourth Amended Chapter 11 Plan, following revisions to the Plan's release provisions. On October 27, 2010, the Ashley Elizabeth Scianna Arora Investment Trust and the Stephanie Elizabeth Scianna Investment Trust objected to confirmation of the third version of the Plan, asserting that the Plan does not comply with applicable provisions of the Bankruptcy Code because it provides for a discharge of the Debtors, which is forbidden because the Plan is a liquidating plan. On November 9, 2010, the Court issued an order denying confirmation of the Third Amended Plan and gave the Debtors a deadline to cure the deficiencies regarding the release provisions. The Debtors conducted negotiations with the Trusts, and an agreement was reached among all parties on revised language for the objectionable provisions in the Plan. A copy of the Court's memorandum opinion, dated November 24, 2010, is available at http://is.gd/hWK9Gfrom Leagle.com. BIMMY'S LLC: Files for Chapter 11 Bankruptcy -------------------------------------------- Long Island City, New York-based Bimmy's, LLC, filed for Chapter 11 protection on Dec. 17, 2010 (Bankr. E.D.N.Y. Case No. 10- 51772). The Debtor estimated fewer than $50,000 in assets and debts of $500,000 to $1,000,000 debts owed to ore than 50 creditors. Adrianne Pasquarelli, writing for Crain's New York Business, reports that Bimmy's is a Long Island City, Queens-based gourmet sandwich maker whose slogan is "Food made with love." Bimmy's sells sandwiches at airport cafes and in other locations. Crain's says neither Bimmy's founder, Elliott Fread, Esq., nor his attorney, were immediately available for comment. According to Crain's, Bimmy's creditors include Dairyland, a Manhattan-based vendor to whom Bimmy's owes over $32,000, as well as Brooklyn-based Brooklyn Bread and Aladdin Bakers Inc., owed $9,500,000 and $8,027,000, respectively. Crain's relates one vendor, who did not want to be identified, said that the bankruptcy filing was a surprise, since Bimmy's has been paying its bills, though sometimes late. In 2009, Bimmy's and Mr. Fread were named a New York City Top Entrepreneur by Crain's. Bimmy's LLC is represented by: Dawn Kirby Arnold, Esq. RATTET, PASTERNAK & GORDON OLIVER LLP 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 E-mail: darnold@rattetlaw.com BLOCKBUSTER INC: Icahn, et al., Oppose Lyme Regis Plea to Sue ------------------------------------------------------------- Blockbuster Inc. and its units and other parties are asking the Bankruptcy Court to deny a request by Lyme Regis Partners LLC to abandon certain causes of action, or for the Court to grant it standing to pursue claims on behalf of the estate because the request is an "internally inconsistent, factually inaccurate motion without merit." As reported in the Troubled Company Reporter on Dec. 7, 2010, Lyme Regis says it hopes to prevent the elimination of potentially valuable claims to the Estate that (i) the Debtors will not prosecute, and (ii) by virtue of the postpetition DIP financing order, the Official Committee of Unsecured Creditors is unable to prosecute. As a result of its investigation, Lyme Regis has identified potential claims that exist against Debtors' directors and officers, including former director and current/former insider Carl Icahn, and other persons. Lyme Regis claims that at present, the investigation is incomplete as Lyme Regis has not had access to the information that the Debtors hold, and has not been allowed to this point to inquire to Mr. Icahn and his affiliates directly. On behalf of the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that Lyme Regis alleges that certain causes of action should be abandoned because they are of inconsequential value to the estate. However, he notes, Lyme Regis, the holder of a subordinated unsecured claim of unknown size, seeks standing to prosecute those causes of action. He asserts that Lyme Regis provides support for neither proposition. Mr. Karotkin also argues that the request should be denied because: -- there is no legal basis that the Debtors abandoned the alleged causes of action; -- Lyme Regis has not and cannot meet the applicable legal burden; and -- Lyme Regis has not shown that the Debtors have unjustifiably refused to bring suit on claims that are likely to benefit the bankruptcy estates. Counsel for the Official Committee of Unsecured Creditors, Richard S. Kanowitz, Esq., at Cooley LLP, in New York, argues that Lyme Regis Partners LLC's request would effectively moot the Creditors Committee's ongoing investigation by depriving it of the standing needed to prosecute any potential causes of action identified in the course of the investigation. Granting standing to Lyme Regis, who does not owe a fiduciary duty to unsecured creditors, to prosecute and compromise potential estate causes of action, does not serve the best interests of the Debtors' bankruptcy estates and is particularly problematic in the cases wherein the Debtors and Senior Secured Noteholders entered into a plan support agreement prior to filing the cases which provides for, at best, a de minimis distribution to unsecured creditors, Mr. Kanowitz argues. The Steering Group of Senior Secured Noteholders, who are Backstop Lenders composed of Icahn Capital LP, Monarch Alternative Capital LP, Owl Creek Asset Management, L.P., Stonehill Capital Management LLC and Varde Partners, Inc., argues that Lyme Regis' request should be denied because Lyme Regis (i) is not a party-in-interest that has standing to file a motion for abandonment, and (ii) has not shown the existence of colorable claims that are likely to benefit the bankruptcy estate that the Debtors have unjustifiably refused to bring. Carl Icahn and his affiliated entities join in the objections of the Debtors and Creditors Committee. On behalf of the Icahn entities, John J. Rapisardi, Esq., at Cadwalader, Wickersham & Taft LLP, in New York -- john.rapisardi@cwt.com -- contends that the request ignores that any derivative claims are the Debtors' property and also that those claims are the subject of the Creditors Committee's ongoing Rule 2004 investigation. The Icahn entities also tell the Court that they submit their response primarily to respond to the irresponsible and false allegations Lyme Regis raises in support of its deficient request regarding Mr. Icahn. Specifically, during his capacity as an investor in, director of, and lender to the Debtors, Mr. Icahn: -- was always familiar with and observed the relevant fiduciary duties of loyalty and care in dealing with the Debtors; -- always acted in good faith as a director; -- always treated confidential information confidentially; -- resigned from the Board of Directors, reduced his equity investment in the Debtors in a publicly disclosed manner that comported with securities law and much later acquired the Debtors' secured bonds in the secondary market because he believed they represented a good investment; and -- continues to work with the Debtors to find a good solution to their difficulties. Lyme Regis Talks Back Various parties and non-parties to the bankruptcy proceeding oppose Lyme Regis' request for a variety of contradictory reasons, Scott A. McMillan, Esq., in La Mesa, California, tells the Court. He contends that all agree that the "bankruptcy would be tidier if Lyme Regis is barred from looking out for its own interests, even if Lyme Regis's efforts would actually redound to the benefit of all creditors." Essentially, the Debtors and their allies -- Carl Icahn and his affiliates, and the Backstop Lenders, which not coincidentally include Icahn Capital LP -- want the Court to declare peremptorily that the Icahn entities should be immune from scrutiny, Mr. McMillan alleges. He adds that the Creditors Committee wants to be granted the exclusive right to pursue any liability of the Icahn entities, but stops short of representing that it will actually do so. The Objecting Parties all mount technical but invalid attacks on Lyme Regis' request to evade the essential point that there are strong indications that there is a valid cause of action to pursue, and the estate will be ill-served unless someone pursues it effectively, Mr. McMillan contends. He points out that Lyme Regis asks for the opportunity to do so, but it has neither the motivation nor the intention to interfere with the Creditors Committee if the Creditors Committee ultimately elects to do the job. The Debtors and their allies question whether Lyme Regis has shown that the potential cause of action is of "inconsequential value and benefit to the estate," Mr. McMillan says. Indeed, he asserts, they claim to see a contradiction in Lyme Regis' assertion that the cause of action is of inconsequential value to the estate but nevertheless worth pursuing. He points out that this argument ignores the fact that, unlike many other assets, the value of a cause of action depends upon whether the holder intends to pursue it. The Creditors Committee, unlike the Debtors and their allies, does not question the viability of the claims Lyme Regis would like to assert, Mr. McMillan avers. Rather, he contends, the Creditors Committee expresses anxiety that allowing Lyme Regis to proceed might overlap or interfere with its investigation of the same conduct. Mr. McMillan assures Judge Lifland that Lyme Regis has no intention or desire to interfere with any action the Creditors Committee might take to investigate or litigate the serious matters that it has raised in its request. However, he insists that when Lyme Regis filed its request, the Creditors Committee had shown no interest in the matters at all, was facing an imminent deadline that would keep it from pursuing them, and had no visible means of financing the litigation that might prove to be necessary. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: Moves Plan Filing Deadline to January 14 --------------------------------------------------------- Blockbuster Inc., its "subsidiary guarantors", the lenders of its Senior Secured, Super-Priority Debtor-in-Possession Revolving Credit Agreement and Wilmington Trust FSB, as agent, agreed to further amend the parties' DIP Credit Agreement, effective as of December 10, 2010, to extend the date prior to which Blockbuster will have filed a Conforming Plan of Reorganization from Dec. 15, 2010, to January 14, 2011, according to a Form 8-K filing with the U.S. Securities and Exchange Commission dated December 10, 2010. The deadline to have the Court approve the Disclosure Statement accompanying the Plan is also extended to February 11, 2011. "Subsidiary Guarantors" refer to each of Blockbusters' U.S.-based subsidiary other than Blockbuster 2009 Trust. The Debtors' original Plan Filing Deadline under the DIP Credit Agreement was November 30, 2010, and was subsequently moved to December 15. PSA Amendment Blockbuster, in connection with the bankruptcy filing, also entered into a Plan Support Agreement with certain subsidiaries and beneficial owners or advisors, nominees or investment managers for the beneficial owners of those 11.75% Senior Secured Notes due 2014 issued by Blockbuster. The regulatory filing discloses that effective as of December 10, 2010, Blockbuster, the PSA Subsidiaries, and certain Consenting Noteholders agreed to further amend the Plan Support Agreement to extend the date prior to which: (a) Blockbuster will have filed a Plan and Disclosure Statement from December 15, 2010, to January 14, 2011; (b) a Supermajority of Consenting Noteholders will have approved a Business Plan from December 10, 2010, to January 15, 2011; (c) Blockbuster will have employed a chief executive officer, who is acceptable to, and whose terms of employment and compensation are acceptable to, and whose employment and compensation will have been approved by, a Supermajority of Consenting Noteholders from December 31, 2010, to January 14, 2011; and (d) the Court will have entered an order approving the adequacy of the Disclosure Statement and scheduling a hearing to confirm the Plan from January 15, 2011, to February 11, 2011. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: Stops Lyme Regis From Forcing Icahn to Give Docs. ------------------------------------------------------------------ Lyme Regis Partners LLC's request to direct Carl Icahn to produce certain documents is little more than a thinly-veiled attempt to circumvent the protections afforded by Rule 26 of the Federal Rules of Civil Procedure and Rules 7026 to 7037 of the Federal Rules of Bankruptcy Procedure, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court on behalf of Blockbuster Inc. Taken in conjunction with Lyme Regis' request to abandon certain causes of action, it is clear that Lyme Regis desires to pursue litigation against Carl Icahn and perhaps other parties, Mr. Karotkin contends. He insists that that use of Rule 2004 of the Bankruptcy Code is entirely inappropriate. The interests of Lyme Regis, to the extent those interests fall in line with all unsecured creditors and not for its own personal gain, are already competently represented by the Official Committee of Unsecured Creditors, Mr. Karotkin asserts. He notes that the Creditors Committee has already filed its own motion asking a Rule 2004 examination of the Debtors, and the Debtors entered into an agreed order with the Creditors Committee that will allow for the issuance of subpoenas and the production of documents. To the extent that the request seeks "unrelated, non-financial information, it is an inappropriate attempt to circumvent the rules of civil procedure for the benefit of one rogue bondholder, and is not for the purpose of identifying estate assets that would benefit all unsecured creditors," Mr. Karotkin points out. In another filing, the Creditors Committee says it objects to the request to the extent that the scope of the investigation, which Lyme Regis seeks authority to conduct, overlaps or interferes with the Creditors Committee's investigation of the prepetition conduct of the Debtors, the Debtors' management and the Senior Secured Noteholders and any related potential estate causes of action. Although the Creditors Committee takes no position with respect to the request as it relates to any direct cause of action, which Lyme Regis purports to hold against Carl Icahn, the scope of the proposed investigation exceeds these bounds and is clearly designed to address the prepetition relationship among the Debtors, Mr. Icahn and other Senior Secured Noteholders, Richard S. Kanowitz, Esq., at Cooley LLP, in New York, alleges. The prepetition conduct of the Debtors, the Debtors' management and the Senior Secured Noteholders is being investigated by the Creditors Committee in furtherance of its fiduciary duty to general unsecured creditors, Mr. Kanowitz contends. At minimum, he points out, the relief sought by Lyme Regis should be narrowly tailored to avoid any overlap or interference with the Creditors Committee's ongoing investigation. Icahn Entities React Carl Icahn and his affiliated entities tell Judge Lifland that Lyme Regis' misguided attempt to misuse Rule 2004 to harass them should be denied. They argue that the request fails as a matter of law because Lyme Regis has not demonstrated the "good cause" needed to obtain Rule 2004 discovery and because the request is by turns, duplicative, burdensome and irrelevant. John J. Rapisardi, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, contends that Lyme Regis' requested discovery does not help it establish its own claim, and to the contrary, the discovery it seeks is aimed entirely at "investigating" derivative claims that belong to the Blockbuster estate. He asserts that the discovery that Lyme Regis seeks has nothing to do with establishing the validity of the notes it holds or the face value of its claims. Instead, Lyme Regis seeks to use Rule 2004 to obtain discovery presumably targeted at supporting generalized claims that, as noted, are the Debtors' property, Mr. Rapisardi says. He points out that Lyme Regis has no right to use Rule 2004 for that purpose, especially because the Creditors Committee is in the midst of conducting a Rule 2004 investigation of its own. Lyme Regis Responds Scott A. McMillan, Esq., in La Mesa, California, tells Judge Burton Lifland that the objections of the Debtors and their allies -- Carl Icahn and his affiliates -- are not valid. The assertion that Lyme Regis has no reason to conduct a Rule 2004 examination presumes that its motion to abandon certain causes of action will necessarily be denied without regard to the merits of the claims Lyme Regis seeks to pursue, Mr. McMillan contends. He asserts that this presumption is fallacious, and that Lyme Regis should be allowed to conduct a Rule 2004 examination tailored to the causes of action it seeks to pursue in the Motion to Abandon, which should also be granted. Although the Icahn entities maintain that any claims that might be uncovered from them "are not Lyme Regis'," they begrudgingly admit in a footnote that in proper circumstances the Creditors Committee, or even an individual creditor, can maintain an action that otherwise would be the property of the estate, Mr. McMillan says. He insists that Lyme Regis has the right to prepare for a contested confirmation hearing and to obtain information that will illustrate that the Debtors' proposed plan of reorganization is not "fair and equitable" to the impaired classes, of which Lyme Regis is a member. "After all, 'insider' Carl Icahn and his affiliates did purchase the same debt that they now assert against the unsecured creditors at a substantial discount," Mr. McMillan says. Lyme Regis, in bringing the request, has no intention or reason to create inefficiencies in the proceeding, like overlapping, duplication or interference in the conduct of a Rule 2004 examination, Mr. McMillan avers. He asserts that Lyme Regis should be allowed to conduct its Rule 2004 examination for the legitimate reason of gathering information to support the causes of action it has sought leave to pursue in its Motion to Abandon. He adds that Lyme Regis's examination can and should be coordinated with the Creditors Committee's examination, without overlap, duplication or interference. * * * The Court denied Lyme Regis's request for authority to subpoena information from Mr. Icahn and the Icahn entities, reports Tiffany Kary of Bloomberg News. Judge Lifland maintained that the Creditors Committee has the duty to investigate any potential lawsuits on behalf of all creditors, says Bloomberg. "The moving parties are spurred by self-interest rather than fiduciary interest," Judge Lifland is quoted by Bloomberg News as saying. He added that Lyme Regis' counsel could not tell the Court how much Blockbuster debt the investment firm owned. According to Don Herzog, a Lyme Regis representative, the judge "felt a creditor committee was better suited to take the actions we were requesting," Dallas Business Journal reports. "However, we continue to be concerned that the creditor committee investigation is limited in scope and that their counsel is poised to overlook the historical events that we believe matter in this case," Mr. Herzog said. "We intend to continue to participate in this bankruptcy proceeding and intend to continue seeking equitable treatment of impaired classes which includes Lyme Regis," Mr. Herzog told the DBJ. "We believe that our efforts will foster a more rapid and efficient rehabilitation of the Blockbuster estate," he added. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLUEKNIGHT ENERGY: Vitol Urged to Reconsider Restructuring Plan --------------------------------------------------------------- MSD Capital, L.P. delivered a letter to Vitol Inc., the co-general partner of Blueknight Energy Partners, L.P., urging it to reconsider its current plan to restructure the Partnership. Blueknight Energy Partners is a midstream energy company in which MSD owns 16.5 % of the common units outstanding. Following is the full text of the letter sent to Vitol's chief executive officer: December 16, 2010 James C. Dyer, IV Blueknight Energy Partners G.P., L.L.C. c/o Vitol Inc. 1100 Louisiana Street Suite 5500 Houston, TX 77002-5255 Dear Mr. Dyer: As you know, we own 3,576,944 Limited Partnership units (16.5 % of the common units outstanding) of Blueknight Energy Partners, L.P. We have been owners since August 2008, and we have never sold a unit. As significant limited partners who have long believed in Blueknight's potential, we do not send this letter rashly. We have reviewed the Global Transaction Agreement that Vitol executed with BKEP on October 25, 2010, and have also considered carefully the rationale that you offered to us when you visited our offices recently soliciting our support for these transactions. We have concluded that Vitol and Charlesbank Capital Partners, the Partnership's general partners, are seeking improperly to seize the economic rights to BKEP's cash flows that contractually belong to the limited partners of the Partnership. Your scheme violates the express terms of the Partnership Agreement as well as basic notions of fair dealing and propriety. Further, we have good reason to believe that the Board of Directors' so-called Conflicts Committee process was tainted and not conducted appropriately or in good faith. When Vitol acquired the general partner of Blueknight in October 2009, you were or should have been fully aware of the fact that, due to the unfortunate circumstances surrounding the bankruptcy of its former general partner, the limited partners of Blueknight had accumulated the right to significant distribution arrearages - now aggregating over $70 million, or more than $3.25 per common unit - which would need to be satisfied before the general partner could enjoy distributions with respect to its subordinated units or incentive distribution rights. Moreover, you should have been aware that the Partnership's Minimum Quarterly Distribution of $1.25 would have to be paid to limited partners for 3 years before the subordination period on your subordinated LP units would expire. These facts, coupled with the other customary structural features of Blueknight's Partnership Agreement necessarily meant that Vitol's ability to earn meaningful cash distributions from BKEP would be limited until these contractual obligations to the limited partners were satisfied. After a year of little business progress, you apparently have decided that you are unwilling to wait while BKEP satisfies its contractual obligations to its limited partners as provided for in Blueknight's Partnership Agreement. Rather, you are seeking to catapult yourselves from your legally subordinated position in the economic hierarchy of the Partnership and, in the process, strip the limited partners of their rightful claim on BKEP's cash flows. You are seeking to implement your scheme in two parts. First, you purport to have invested $140 million in a new class of preferred shares. The preferred shares were issued at a commercially unreasonable 30% discount to the then-trading price of BKEP units and carry an annual 8.5% coupon. The annual coupon is slated to jump to at least 11% after one year and potentially, as discussed below, more than double to a whopping 17.5%. You extracted these egregious terms from the Partnership notwithstanding that, as your financial advisors no doubt informed you, numerous capital infusions of MLPs have occurred in recent months on terms far more favorable than the self-dealing option you have chosen. Indeed, you yourself have acknowledged that there have even been proposals for "all debt" financings which would not have necessitated any dilution to the limited partners' interest. Of course, such an arms-length and economically superior transaction for the Partnership would not have enabled you to appropriate economic benefits that rightfully reside with the limited partners. It also would not have triggered multi- million dollar "change of control" payments to BKEP's management, such as those made after execution of the GTA. Second, as if all this were not enough, you have devised a plan for a coercive vote whereby if the limited partners do not waive the arrearages that we are owed and approve Vitol's leapfrogging the original distribution priorities, the coupon on your new preferred will automatically rocket to an unconscionable 17.5% per annum. It seems that if the limited partners do not vote to surrender our contractual claims to the arrearages and future cash distributions, you are intent on appropriating the Partnership's cash flow by other means. The current GTA will burden the Partnership with an uneconomic cost of capital. It will handicap its future viability. It violates the Partnership Agreement in numerous ways. Its terms are such that it could not have been adopted in good faith. Your course of action seeks the illegitimate short term enrichment of your GP interests at the expense of building a long term cooperative relationship with your limited partners for the benefit of the Partnership as a whole. This will likely haunt BKEP for years to come if you insist on a course of action that so flagrantly disenfranchises your limited partners. Indeed, if the economic rights of limited partners in MLPs can be eviscerated as you intend, the viability of the entire MLP asset class may be jeopardized. We urge you to reconsider the GTA and to pursue a plan for BKEP that respects your contractual obligations and is on fair, reasonable and arms-length terms. Please respond with your intentions by December 23rd. If we do not receive a satisfactory response from you, we may pursue any or all of the other alternatives as outlined in our 13D filing. Very truly yours, Daniel Shuchman Partner 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. BOOZ ALLEN: S&P Puts 'B+' Rating on CreditWatch Positive -------------------------------------------------------- Standard & Poor's Ratings Services said it placed all of its ratings, including its 'B+' corporate credit rating, on McLean, Virginia-based Booz Allen Hamilton Inc. on CreditWatch with positive implications, reflecting improved operating metrics and a completed IPO, the proceeds of which S&P expects will be applied to debt reduction. "The CreditWatch placement reflects significant growth in revenue and EBITDA in the last 12 months as well as the potential for further debt reduction following the company's recent IPO," said Standard & Poor's credit analyst Jennifer Pepper. Proceeds from the IPO were used to repay a portion of its $550 million unsecured debt. Revenues for the 12 months ended Sept. 30, 2010, totaled about $5.3 billion, up over 13% from the prior year, reflecting strong growth in the defense and security sectors. EBITDA was also up about 40%, resulting in leverage improvement to 4.0x at Sept. 30, 2010, down from 5.7x in December 2009, when the company paid a partially debt-funded dividend. With minimal capital expenditures and cash tax requirements, S&P expects Booz Allen to generate solid discretionary cash flow, which, if applied to debt reduction, could result in further improvement to credit metrics in the next year or two. In resolving the CreditWatch, S&P will assess the company's financial policies as a public company, cash balances pro forma for the debt repayment, and growth strategies. There is the potential that S&P could raise the corporate credit rating to a strong 'BB'. BRAD RAINEY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Brad Rainey Homes, Inc. 281 Germantown Bend Cove Cordova, TN 38018 Bankruptcy Case No.: 10-33757 Chapter 11 Petition Date: December 17, 2010 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: Jonathan E. Scharff, Esq. HARRIS SHELTON HANOVER WALSH, PLLC One Commerce Square, Suite 2700 Memphis, TN 38103-2555 Tel: (901) 525-1455 Fax: (901) 526-4084 E-mail: jscharff@harrisshelton.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/tnwb10-33757.pdf The petition was signed by Brad Rainey, president. BSC DEVELOPMENT: Judge to Hear Statler Towers Abandonment Today --------------------------------------------------------------- James Fink at Business First says a federal bankruptcy judge will decide on Dec. 21, 2010, whether to consider a recommendation by Garry Graber, counsel to court-appointed trustee Morris Horwitz, for the abandonment of Statler Towers. According to the report, James Eagan and Mark Croce, two principals in Statler City LLC and the building's potential buyer, were given a 10-day extension to complete due diligence and secure $5.2 million sought in public sector funds to cover immediate repairs. The City of Buffalo's legal representative said if all else fails, the city may be willing to take over ownership of the building. About Statler Towers Contract Specialists International, Inc., Firstsource Manufacturing, Inc., and Parklane Catering LLC filed an involuntary Chapter 11 bankruptcy petition for BSC Development BUF LLC, aka BSC Tower, LLC, on April 13, 2009 (Bankr. W.D. N.Y. Case No. 09-11550). BSC Development owns the Statler Towers in downtown Buffalo, New York. The bankruptcy judge later put BSC's into Chapter 11. Morris Horwitz was named the building's trustee. Bashar Issa, owner of BSC Development, filed for Chapter 15 protection on September 21, 2010 (Bankr. W.D. N.Y. Case No. 10- 140790. Kevin Mawer, as foreign representative, signed the Chapter 15 petition. Bernard Schenkler, Esq., and William F. Savino, Esq., at Damon Morey LLP, represent the foreign representative. The Debtor is estimated to have assets at $10 million to $50 million and debts at $50 million to $100 million. C&D TECHNOLOGIES: Stockholders OK Debt-To-Equity Exchange Offer --------------------------------------------------------------- C&D Technologies, Inc.'s stockholders have approved the Company's offers to exchange its outstanding 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 for shares of the Company's common stock and have approved corresponding amendments to the Company's certificate of incorporation at a Special Meeting of Stockholders held today at 3:00 PM EST at the Company's headquarters. As previously announced, the Company's exchange offers will expire at 11:59 PM EST on Monday, December 20, 2010. Validly tendered Notes may be validly submitted or withdrawn at any time prior to the expiration time. The consummation of the exchange offers is conditioned upon, among other things, at least 95% of the aggregate principal amount of the Notes being validly tendered and not validly withdrawn. As of 5:00 PM EST on December 20, 2010, approximately 97.99% of the Notes have been validly tendered and not validly withdrawn, in its outstanding exchange offers. Pursuant to the terms of the exchange offers, if all the conditions of the exchange offers are satisfied, the participating noteholders will receive their pro rata share of 95% of the issued and outstanding common stock of the Company immediately following completion of the exchange offer. Existing holders of common stock will retain between 5% and 9.75% of the issued and outstanding common stock of the Company, in each case subject to dilution due to securities issued under the Company's management incentive plans. If all conditions to consummating the exchange offers have been satisfied, the Company will cease seeking support for its prepackaged plan of reorganization. The exchange offers are subject to and described more fully in the Company's effective Registration Statement (file number 333- 170056) on Form S-4 filed with the SEC on November 30, 2010. About C&D Technologies C&D Technologies, Inc., 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' 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. C&D Technologies' unique ability to offer complete systems, designed and produced to high technical standards, sets it apart from its competition. C&D Technologies is headquartered in Blue Bell, PA. Restructuring Support Agreement On September 14, 2010, the Company entered into a restructuring support agreement with two convertible noteholders who together as of the date of the RSA held approximately 56% of the aggregate principal amount of the 2005 Notes and the 2006 Notes. The Supporting Noteholders have agreed to a proposed restructuring of the 2005 Notes and the 2006 Notes which will be effected through (i) an offer to exchange the outstanding 2005 Notes and 2006 Notes for up to 95% of the Company's common stock, or (ii) a prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. The RSA may be terminated by the Supporting Noteholders upon the Company's failure to consummate the Exchange Offer and/or the Prepackaged Plan on or prior to February 28, 2011. Exchange Offer Pursuant to the RSA, the Company has launched an offer to exchange its outstanding 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 for up to 95% of the outstanding shares of the Company's common stock in the aggregate following consummation of the exchange offers. 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. The exchange offers and the solicitation period for acceptances under the prepackaged plan of reorganization expires 11:59 PM EST on Monday, December 20, 2010. 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. 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. CAPRIUS INC: Marcum LLP Raises Going Concern Doubt -------------------------------------------------- Caprius, Inc., filed on December 17, 2010, its annual report on Form 10-K for the fiscal year ended September 30, 2010. Marcum LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a working capital deficiency and has substantial recurring losses from operations. In addition, under the terms of the Loan Facility Agreement with Vintage Capital Group LLC, the Company was obliged to fulfill certain defined covenants and achieve specific milestones, including those relating to unit sales and the relocation of manufacturing. To date, these aforementioned covenants and milestones have not been met and the Company has been put on notice by Vintage of these defaults. The maturity date of the Vintage Loan Facility was December 16, 2010. Vintage recently has agreed to extend the maturity date of the loan to the earlier of (i) February 1, 2011, or (ii) the termination of the Merger Agreement, discussed below. Merger Agreement On November 10, 2010, the Company entered into a definitive merger agreement to be acquired by with Vintage. Vintage is the Company's primary lender and holds warrants exercisable into 40% of the Company's common stock $0.01 par value on a fully-diluted basis. The Merger is a "going-private" transaction whereby after the Merger is completed, the Company would cease to be a SEC reporting company and the trading market for its Common Stock would terminate. Under the terms of the agreement, Caprius' common and preferred stockholders will receive $0.065 per share on an as-converted basis. The Merger Agreement sets forth several conditions to the closing of the Merger, including approval by the Company's stockholders at a special meeting to be called at a future date after clearance of proxy material. The Company plans to file a preliminary proxy statement and other materials with the SEC that will describe in detail the background of the Merger, the terms and conditions of the Merger Agreement, the proposals to be adopted at the special meeting and other related information. The Merger Agreement provides that in certain situations either party may terminate that Agreement in the event the Merger is not consummated by June 30, 2011. The Company reported a net loss of $3.64 million on $1.17 million of product sales for fiscal 2010, compared with a net loss of $2.89 million on $1.24 million of product sales for fiscal 2009. The Company's balance sheet at September 30, 2010, showed $1.76 million in total assets, $7.51 million in total liabilities, and a stockholders' deficit of $5.75 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7133 Paramus, N.J.-based Caprius, Inc. (Pink Sheets: CAPI) -- http://www.caprius.com/-- is engaged in the infectious medical waste disposal business, through subsidiaries which developed, market and sell the SteriMed and SteriMed Junior compact systems that simultaneously shred and chemically disinfect regulated medical waste using a proprietary, EPA registered, bio-degradable chemical known as Ster-Cid. CARDIMA, INC.: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Cardima, Inc. P.O. Box 14172 Fremont, CA 94539 Bankruptcy Case No.: 10-74445 Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court Northern District of California (Oakland) Judge: Roger L. Efremsky Debtor's Counsel: Heinz Binder, Esq. Roya Shakoori, Esq. LAW OFFICES OF BINDER AND MALTER 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: heinz@bindermalter.com roya@bindermalter.com Scheduled Assets: $650,760 Scheduled Debts: $1,016,127 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-74445.pdf The petition was signed by Cindy Trumble, corporate controller. CENTRALIA OUTLETS: Gets Court's Interim Nod to Use Cash Collateral ------------------------------------------------------------------ Centralia Outlets, LLC, seeks authority from the Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the Western District of Washington to use the cash collateral until February 7, 2011. In February 2007, the Debtor executed a promissory note in favor of Intervest-Mortgage Investment Company in the amount of $30,750,000. In connection with the loan, the Debtor also executed various other documents, including a construction loan agreement in February 2007, and a deed of trust, assignment of rents and security agreement pursuant to which it granted Intervest a lien against the real property and improvements comprising the Debtor's Outlet Mall and an assignment of leases and rents therefrom and an assignment of leases and cash collateral. Intervest assigned its interests in the loan documents to Sterling Savings Bank. As of December 2, 2010, the Debtor owed the Bank $24,268,584. The Bank has asserted that it holds all rights as lender under the loan documents. James L. Day, Esq., at Bush Strout & Kornfeld, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor proposed to continue to pay the Bank, on a monthly basis, interest-only payments at the non-default rate as provided for under its loan documents. As adequate protection for the use of cash collateral, the Debtor will grant on an interim basis security interests and liens in and to all leases that the Debtor enters into following the Petition Date and all rents and other income the Debtor receives on account of leases entered into both prior to and following the Petition Date. The Bank retains its interests in the prepetition collateral, which includes real property and improvements, and each of the leases entered into prior to the Petition Date. The Bank's interests will be further protected by replacement liens and monthly payments that the Bank will continue to receive. The Court has set a final hearing for February 3, 2011, at 10:30 a.m. on the Debtor's request to use cash collateral. 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. CHRYSLER FINANCIAL: TD Bank Said to Be Close to $6.3BB Purchase --------------------------------------------------------------- The Wall Street Journal's Gregory Zuckerman reports that Toronto- Dominion Bank is close to a $6.3 billion purchase of Chrysler Financial Corp., according to people close to the matter. The deal, they say, could be announced as soon as Tuesday. The Journal says Cerberus Capital Management LP would retain about $1 billion of assets as part of the deal. The Journal says a spokesman for Toronto-Dominion declined to comment. Peter Duda, a spokesman for Cerberus, declined to comment. According to the Journal, Cerberus purchased more than 80% of Chrysler Holding LLC in May 2007. Cerberus relinquished ownership of Chrysler as part of the Treasury Department's move to take over the carmaker, though Cerberus retained Chrysler Financial, the company's finance arm. Chrysler filed for bankruptcy protection in 2009 and later was sold to a group including Fiat SpA. Chrysler Financial is no longer affiliated with the auto maker whose name it bears. According to the Journal, the rally in the credit markets has made Chrysler Financial's loans more valuable to investors, while the Federal Reserve's efforts to push down borrowing rates has made the auto-loan business more attractive to lenders. As reported by the Troubled Company Reporter on October 18, 2010, Standard & Poor's Ratings Services raised its counterparty credit rating on Chrysler Financial Services Americas LLC to 'CCC' from 'CCC-' and subsequently withdrew the rating at the company's request. S&P also withdrew its issue-level and recovery ratings on the senior secured first- and second-lien debt that the company has paid in full and terminated. The outlook was stable prior to the withdrawal of the rating. "Chrysler Financial has managed ably the continued winding down of its legacy portfolio of Chrysler auto receivables over the past year, with significant reductions in leverage and operating expenses, while reporting profits," said Standard & Poor's credit analyst Brendan Browne. "Although S&P remains uncertain of the company's ability to successfully enter new business lines, S&P recognizes that it has improved its financial position, warranting a change in S&P's counterparty credit rating prior to the withdrawal of that rating." The company's new plan to expand into nonprime auto lending and middle-market commercial lending represents an enormous shift in strategy, remains in the early stages, and will come with new risks, in S&P's view. S&P will continue to monitor the company as the plan develops and further details emerge. Currently S&P believes its success is uncertain, but S&P recognize it has made some progress in its business plans. The stable outlook reflected S&P's expectation that the company will maintain a strong capital and liquidity position and remain profitable through 2010 while it attempts to cultivate new areas of business. The TCR on August 25, 2010, reported that Dominion Bond Rating Service upgraded the ratings of Chrysler Financial Services Americas, including the Issuer Rating to CCC from "C ". Further, DBRS upgraded the ratings of the Second Lien Credit Facility to "B " from "C " and has withdrawn the ratings on the First Lien Credit Facility, which has been repaid in full. Concurrently, DBRS has removed all ratings from Under Review with Negative Implications, where they were placed on April 30, 2009. The trend on all ratings is Stable. DBRS's ratings of Chrysler Financial reflect the improving financial profile, namely the improved capitalization, significantly reduced debt levels and the sound credit risk and servicing capabilities of the Company. The ratings however, are constrained by the still limited funding profile and uncertainties regarding the Company's evolving business plan and its future prospects as it endeavors to grow new lending in the sub and near- prime auto space and to a lesser extent, into mid-market commercial lending. COMMERCIAL CASEWORK: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Commercial Casework, Inc. 6500 Youngerman Circle Jacksonville, FL 32244 Bankruptcy Case No.: 10-10844 Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Kevin B. Paysinger, Esq. BANKRUPTCY LAW FIRM OF LANSING J. ROY P.O. Box 10399 Jacksonville, FL 32247 Tel: (904) 391-0030 Fax: (904) 391-0031 E-mail: court@jacksonvillebankruptcy.com Estimated Assets: $0 to $50,000 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 Scott T. Gay, president. DCP LLC: S&P Affirms Corporate Credit Rating at 'B' --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Santa Monica, California-based TV production company dcp LLC. At the same time, S&P changed the rating outlook to negative from stable. "The outlook change reflects S&P's concern that an unfavorable outcome of dcp's litigation with the Hollywood Foreign Press Association could hurt revenue and EBITDA," said Standard & Poor's credit analyst Deborah Kinzer. On Nov. 17, 2010, the HFPA filed suit accusing Dick Clark Productions of trying to misappropriate rights to the Golden Globe awards by unilaterally entering into a new broadcast contract with NBC. The suit does not apply to the Jan. 16, 2011 awards show, which falls under the current broadcast contract. However, an unfavorable outcome for dcp could weaken the company's future revenue and EBITDA, given the Golden Globes' importance as one of four live TV events produced by the company. S&P's rating on dcp reflects the company's small portfolio of live-event, high-profile TV programming and its high leverage following its $165 million senior secured notes issuance in 2010. S&P views the company's business risk profile as weak based on its business concentration on four major annual live-TV programs and one TV series. The company's limited liquidity, weak EBITDA coverage of interest, and high debt leverage underpin S&P's assessment of its financial risk profile as highly leveraged. DEAN FOODS: Fitch Affirms Issuer Default Rating at 'B' ------------------------------------------------------ Fitch Ratings has affirmed these ratings of Dean Foods Company and Dean Holding Company. Fitch has also removed the ratings from Rating Watch Negative where they were placed on Dec. 3, 2010. Fitch currently rates Dean and its wholly-owned subsidiary Dean Holding Company: Dean Foods Company (Parent) -- Issuer Default Rating 'B'; -- Bank credit facility 'BB-/RR2'; -- Senior unsecured debt 'CCC/RR6'. Dean Holding Company (Operating Subsidiary) -- IDR 'B'; -- Senior unsecured debt 'CCC/RR6'. The Rating Outlook is Stable. Resolution of Negative Watch: The resolution of the Negative Watch follows the amendment to Dean's senior secured credit and receivables purchase agreements which became effective yesterday. Conditions of Effectiveness included 1) the issuance of at least $400 million of unsecured notes with maturity of no less than seven years on or before Feb. 28, 2011, and 2) utilizing net proceeds to prepay a portion of its 2014 tranche A term loan. On Dec. 9, Dean issued and priced $400 million of 9.75% eight-year notes due Dec. 15, 2018, for which Fitch assigned a 'CCC/RR6' rating, and since that time has used proceeds to prepay a portion of its 2014 tranche A term loan. The Stable Outlook is due to the alleviation of covenant risk following the amendment discussed above and Fitch's belief that cushion under Dean's covenants is currently adequate and will gradually improve in 2011. Although operating margins are likely to remain depressed in the near-term, the company is expected to use free cash flow (defined as cash flow from operations less capital expenditures and dividends) along with proceeds from a previously announced asset sale to repay debt. Fitch's current ratings factor in expectations that Dean's EBITDA margin will remain well below its 10-year historical average of approximately 8% due to market share gains by private-label milk and the industry's excess capacity. Credit Statistics: For the latest 12-month period ended Sept. 30, 2010, total debt- to-operating EBITDA was 5.4 times, funds from operations adjusted leverage was 5.7x and operating EBITDA-to-gross interest expense was 3.2x. Fitch currently projects that total debt-to-operating EBITDA will remain near current levels through 2011, despite modest debt reduction, due to below normal EBITDA margins as discussed above. Dean generated $267 million of FCF during the LTM period. Current ratings incorporate Fitch's expectations that FCF will be significantly lower in 2011, despite aggressive working capital management and the fact that Dean does not pay a dividend. In addition to the recent step-down in profitability, capacity constraints at Dean's higher-margin WhiteWave-Alpro business along with investments behind other cost savings initiations will result in higher capital expenditures and lower FCF. Liquidity, Maturities and Covenants: At Sept. 30, 2010, Dean had $1.4 billion of liquidity which included $102.1 million of cash, $863.1 million of revolver availability and $481.3 million of borrowing capacity under its receivables-backed facility. The company's $1.5 billion revolver has two tranches for which $225 million expires on April 2, 2012 and $1.3 billion is due on April 2, 2014. Dean's $600 million receivables-backed facility matures on Sept. 30, 2011 but can be extended for an additional 364 days. Following the Dec. 16, 2010 amendment, upcoming maturities include approximately $168 million and $223 million of mandatory term loan repayments in 2011 and 2012, respectively. Fitch expects internally generated cash flow and proceeds from any asset sale to satisfy these obligations. Dean's maximum leverage ratio is 5.75x through Dec. 31, 2011, stepping down by 0.25x increments annually at Dec. 31 until Sept. 30, 2013, when the ratio falls to 4.5x. The company's minimum interest coverage ratio is set at 2.5x through Dec. 31, 2011, stepping up to 2.75x at March 31, 2012 and then increasing to 3.0x at March 31, 2013. Dean's new maximum senior secured leverage ratio is 4.25x through Dec. 31, 2011, declining to 3.75x on March 31, 2012, and then to 3.5x on March 31, 2013. As previously mentioned Fitch believes the company will have adequate cushion under these covenants in the near-to-intermediate term. Recovery Ratings: While an event of default is not anticipated, the 'RR2' rating on Dean's secured bank debt incorporates Fitch's view that recovery prospects for these obligations would be superior or range from 71%-90% in a distressed situation. The 'RR6' rating on the unsecured notes reflects the heavy mix of secured debt in the company's capital structure and Fitch's view that a limited amount would be available for distribution to unsecured bondholders in a recovery event. Dean's $500 million of 7% senior unsecured notes due June 1, 2016, and its newly issued $400 million of 9.75% senior unsecured notes due Dec. 15, 2018, both contain a change of control put option of 101% of principal plus accrued and unpaid interest if the company was acquired. DORAL ENERGY: Posts $399,500 Net Loss in October 31 Quarter ----------------------------------------------------------- Doral Energy Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $399,465 on $210,096 of oil and gas sales for the three months ended October 31, 2010, compared with a net loss of $1.29 million on $467,197 of oil and gas sales for the three months ended October 31, 2009. The Company's balance sheet at October 31, 2010, showed $2.77 million in total assets, $2.81 million in total liabilities, and a stockholders' deficit of $37,846. As reported in the Troubled Company Reporter on November 23, 2010, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Doral Energy Corp.'s ability to continue as a going concern following the Company's results for the fiscal year ended July 31, 2010. The independent auditors noted that the Company has negative working capital and recurring losses from operations. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?712e About Doral Energy Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/ -- is a licensed oil and gas operator in the state of New Mexico. The Company is headquartered in Midland, Texas. DOT VN: Posts $997,300 Net Loss in October 31 Quarter ----------------------------------------------------- Dot VN, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $997,335 on $244,802 of revenue for the three months ended October 31, 2010, compared with a net loss of $1.35 million on $290,228 of revenue for the same period a year earlier. The Company's balance sheet at October 31, 2010, showed $2.43 million in total assets, $10.83 million in total liabilities, and a stockholders' deficit of $8.39 million. As reported in the Troubled Company Reporter on August 3, 2010, Chang G. Park CPA expressed substantial doubt about Dot VN's ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2010. The independent auditors cited the Company's losses from operations. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?7132 About Dot VN Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides Internet and telecommunication services for Vietnam and operates and manages Vietnam's innovative online media web property, www.INFO.VN. The Company is the "exclusive online global domain name registrar for .VN (Vietnam)." Dot VN is the sole distributor of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless Gigabit Radios to Vietnam and Southeast Asia region. Dot VN is headquartered in San Diego, California with offices in Hanoi, Danang and Ho Chi Minh City, Vietnam. Dot VN was incorporated in the State of Delaware on May 27, 1998, under the name Trincomali Ltd. DOW CORNING: 6th Cir. Rules on Evidence in Ambiguous Plan Terms --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals from Cincinnati ruled on Dec. 17 in an appeal arising from the Dow Corning Corp. reorganization plan that when construing an ambiguous provision in a Chapter 11 plan, the bankruptcy court may consider extrinsic evidence. On appeal, the appellate court may not consider extrinsic evidence and will uphold the ruling of the bankruptcy court if the interpretation as "reasonable," the U.S. Court of Appeals said. According to Mr. Rochelle, in one of the two Dow Corning appeals considered together, the Sixth Circuit Court of Appeals concluded that one provision in the plan was ambiguous when the lower court thought it wasn't. The appeals court remanded the case to consider extrinsic evidence which the lower court hadn't done in view of the erroneous conclusion that the plan wasn't ambiguous. In the second appeal, the court also reversed because the lower court made a grammatical mistake in interpreting a plan provision using the words "none" and "or." U.S. Circuit Judge Ray M. Kethledge wrote the majority opinion. Chief U.S. Circuit Judge Alice M. Batchelder concurred in part and dissented in part. Judge Batchelder believes that the majority's opinion "confuses, rather than clarifies, the standard of review in cases such as these." Mr. Rochelle agrees. The case is Dow Corning Corp. v. Claimants' Advisory Committee, Case No. 09-1827 (6th Cir.). A copy of the Sixth Circuit's December 17, 2010 Opinion is available at http://is.gd/j7g59from Leagle.com. Dow Corning is represented by: John Donley, Esq., Douglas Geoffrey Smith, Esq. G. David Mathues, Esq. KIRKLAND & ELLIS, LLP 300 North LaSalle Chicago, IL 60654 Telephone: 312-862-2068 Facsimile: 312-862-2200 E-mail: john.donley@kirkland.com douglas.smith@kirkland.com david.mathues@kirkland.com - and - Deborah E. Greenspan, Esq. DICKSTEIN SHAPIRO LLP 1825 Eye Street NW Washington, DC 20006-5403 Telephone: (202) 420-3100 E-mail: greenspand@dicksteinshapiro.com The Claimants' Advisory Committee is represented by: Jeffrey S. Trachtman, Esq. KRAMER, LEVIN, NAFTALIS & FRANKEL, LLP 1177 Avenue of the Americas New York, NY 10036 Telephone: 212-715-9175 Facsimile: 212-715-8000 E-mail: jtrachtman@kramerlevin.com - and - Ernest H. Hornsby, Esq. FARMER, PRICE, HORNSBY & WEATHERFORD, LLP 100 Adris Place Dothan AL 3630 Telephone: (334) 793-2424 Facsimile: (334) 793-6624 - and - Dianna Pendleton-Dominguez, Esq. LAW OFFICE OF DIANNA PENDLETON-DOMINGUEZ 401 N. Main St. St. Marys, OH 45885 Telephone: 419-394-0717 About Dow Corning Dow Corning Corp. -- http://www.dowcorning.com/-- produces and supplies more than 7,000 silicon-based products and services to more than 25,000 customers worldwide. Dow Corning is equally owned by The Dow Chemical Company and Corning Incorporated. The Company filed for Chapter 11 protection on May 15, 1995 (Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant- related tort liability. The Company owed its commercial creditors more than $1 billion at that time. A consensual Joint Plan of Reorganization, amended on February 4, 1999, offering to pay commercial creditors in full with post-petition interest, establish a multi-billion-dollar settlement trust for tort claims, and leave Dow Corning's shareholders unimpaired, took effect on June 30, 2004. DUANE HANSEN: Voluntary Chapter 11 Case Summary ----------------------------------------------- Joint Debtors: Duane D. Hansen Kathleen M. Hansen 19 Riderwood Road Barrington, IL 60010 Bankruptcy Case No.: 10-55544 Chapter 11 Petition Date: December 16, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtors' Counsel: Paul M. Bach, Esq. LAW OFFICES OF PAUL M. BACH P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808 Fax: (847) 564-0985 E-mail: paul@bachoffices.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of creditors together with its petition. DUKE AND KING: Gets Court's Interim Nod to Use Cash Collateral -------------------------------------------------------------- Duke and King Acquisition Corp., et al., sought and obtained interim authorization from the Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the District of Minnesota to use cash collateral. Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A., explained that the Debtors need access to cash collateral to fund their Chapter 11 case, pay suppliers and other parties. The Debtors want to use until March 25, 2011, unencumbered cash in which Bank of America, N.A., as administrative agent, Warren Capital Corporation, The Coca-Cola Company, Duke Manufacturing Company and Meadowbrook Meat Company, Inc., each may claim an interest. BofA is asserting a lien on the assets. MBM is asserting a purchase money security interest and lien on the Debtors' inventory and the products and proceeds thereof. As of December 1, 2010, according to the books and records of the Debtors the BofA Borrowers' outstanding obligations to BofA under the BofA Notes total approximately: (a) $9,247,144 in principal on Term Loan A, plus accrued interest and late charges in an amount to be determined; (b) $0.00 on Term Loan B; (c) $1,655,283 in principal on Term Loan C, plus accrued interest in an amount to be determined; and (d) $24,037 in principal, $280.60 in interest and $272.19 in late charges on the Acquisition Note. The Debtors have an immediate need to use approximately $6,779,527 between the Petition Date and December 31, 2010. The Debtors want to use the cash collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/DUKE&KING_budget.pdf In exchange for using the cash collateral, the Debtors will provide adequate protection to BofA and MBM for the use of (i) those assets of the Debtors that are collateral of BofA or MBM, and (ii) cash, but only if, and to the extent, the Court later determines that the Debtors' cash is cash collateral of BofA or MBM. As adequate protection for the Debtors' use of BofA's and MBM's alleged collateral, (a) BofA and MBM will be granted replacement liens. The Court has set a final hearing for December 21, 2010, at 1:30 p.m. on the Debtors' request to use cash collateral. Burnsville, Minnesota-based Duke and King Acquisition Corp., dba Burger King, was formed in November 2006, to acquire 88 Burger King franchise restaurants from the Nath Companies. It filed for Chapter 11 bankruptcy protection on December 4, 2010 (Bankr. D. Minn. Case No. 10-38652). Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn. Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn. Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D. Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D. Minn. Case No. 10-3856), filed separate Chapter 11 petitions on December 4, 2010. The cases are jointly administered, with Duke and King Acquisition Corp. as the lead case. EEE AUTO: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------- Debtor: EEE Auto Sales, Inc. 8200 Leesburg Pike Vienna, VA 22182 Bankruptcy Case No.: 10-20539 Chapter 11 Petition Date: December 17, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: Dylan G. Trache, Esq. WILEY REIN LLP 7925 Jones Branch Drive, Suite 6200 McLean, VA 22102 Tel: (703) 905-2829 Fax: (703) 905-2820 E-mail: dtrache@wileyrein.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-20539.pdf The petition was signed by Enayet Rashid, president. EEE OF FAIRFAX: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: EEE of Fairfax LLC 10530 Fairfax Blvd. Fairfax, VA 22030 Bankruptcy Case No.: 10-20540 Chapter 11 Petition Date: December 17, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Stephen S. Mitchell Debtor's Counsel: Dylan G. Trache, Esq. WILEY REIN LLP 7925 Jones Branch Drive, Suite 6200 McLean, VA 22102 Tel: (703) 905-2829 Fax: (703) 905-2820 E-mail: dtrache@wileyrein.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 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-20540.pdf The petition was signed by Enayet Rashid, manager. ENERGYCONNECT GROUP: Aequitas Discloses 30.1% Equity Stake ---------------------------------------------------------- In an amended Schedule 13D filing with the Securities and Exchange Commission on December 9, 2010, Aequitas Management, LLC disclosed that it beneficially owns 40,086,557 shares of EnergyConnect Group Inc. representing 30.1% of the shares outstanding. The number of shares outstanding of the Company's common stock as of November 5, 2010 was 133,102,130 shares. Other affiliates of Aequitas Management also disclosed beneficial ownership of shares: Shares Equity Beneficially Owned Stake ------------------ ------ Aequitas Holdings, LLC 40,086,557 30.1% Aequitas Capital Management, Inc. 40,086,557 30.1% Aequitas Commercial Finance, LLC 39,818,611 29.9% CarePayment, LLC 18,750,000 14.1% Christenson Leasing Company, LLC 400,000 0.3% On September 16, 2010, warrants to purchase an aggregate of 13,865 Shares that were held by ACM expired unexercised; on October 3, 2010, warrants to purchase an aggregate of 6,025 Shares that were held by ACM expired unexercised; on October 13, 2010, warrants to purchase an aggregate of 632,877 Shares that were held by ACM expired unexercised. Effective November 15, 2010, ACF transferred an aggregate of 18,750,000 Shares to its wholly-owned subsidiary, CPLLC. On September 8, 2010, ACF converted all but a nominal amount of the outstanding principal amount of, and accrued but unpaid interest due under, the Note into Shares of the Company. The aggregate outstanding principal amount and accrued but unpaid interest due under the Note as of September 8, 2010 was approximately $3,307,279. The conversion rate was $0.0906 per share. As a result of the conversion, the Company issued to ACF approximately 36,504,180 Shares. The nominal amount remaining due under the Note after the conversion was fully paid by the Company, and the Note and the related Business Loan Agreement, as amended by the Note Amendment, were terminated on October 1, 2010. Andrew N. MacRitchie and Thomas Reiter were each nominated by ACF and elected by the board of directors of the Company to fill vacancies and serve as directors of the Company in November 2010. Mr. MacRitchie is an officer of each of AML, Holdings, ACM and ACF, and is a member of the board of directors of ACM. 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. ESTERA BODALE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Estera Bodale fdba Peaceful Care House LLC fdba Peacefull Care House - AFCH, Inc dba Peaceful Care House 10254 SE Isaac Dr. Happy Valley, OR 97086-7159 Bankruptcy Case No.: 10-41823 Chapter 11 Petition Date: December 17, 2010 Court: United States Bankruptcy Court District of Oregon Judge: Trish M. Brown Debtor's Counsel: Caroline Cantrell, Esq. M. CAROLINE CANTRELL & ASSOC. PC 1500 NE Irving St #100 Portland, OR 97232 Tel: (503) 236-9211 E-mail: wtibbetts@bankruptcyoregon.com Scheduled Assets: $687,040 Scheduled Debts: $1,546,967 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/orb10-41823.pdf EVA ANDRADE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Eva Carolina Andrade 9700 Highridge Dr Las Vegas, NV 89134 Bankruptcy Case No.: 10-33426 Chapter 11 Petition Date: December 17, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: David A. Riggi, Esq. 5550 Painted Mirage Road #120 Las Vegas, NV 89149 Tel: (702) 808-0359 E-mail: darnvbk@gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-33426.pdf FIRST INDUSTRIAL: S&P Affirms 'B+' Corporate Credit Ratings ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit ratings on First Industrial Realty Trust Inc. and First Industrial L.P. S&P also affirmed its 'BB-'issue-level rating on the company's senior unsecured notes. S&P's recovery rating on these notes is unchanged at '2', indicating its expectations for a substantial (70%-90%) recovery for noteholders in the event of a payment default. The rating on the company's preferred stock remains unchanged at 'CCC+'. The outlook is stable. "S&P's ratings on First Industrial reflect the company's aggressive financial risk profile, which is highlighted by currently less-than-adequate liquidity that is reliant on executing asset sales, secured debt financings, and possibly equity raises to meet its 2011 and 2012 capital needs," said credit analyst George Skoufis. "Additionally, the company's fixed-charge coverage is considered weak, but in step with the current rating." These credit weaknesses are mitigated by a recent credit agreement amendment that granted the company covenant relief and greater flexibility to dispose of assets to repay debt, as well as a smaller, but still sizeable pool of unencumbered assets. The company's fair business risk profile acknowledges First Industrial's sizable industrial portfolio, which has good geographic and tenant diversity, and S&P's expectation that occupancy should continue to slowly rebound. The recent credit facility amendment provides First Industrial with additional cushion under the covenants governing the amended facility and provides the company with greater flexibility to dispose of assets to generate liquidity. Additionally, S&P believes fundamentals, while challenging, have likely bottomed and that First Industrial's cash flow and key credit metrics should be fairly stable, with the expectation that fixed-charge coverage will remain in the 1.5x area. S&P would raise the corporate credit rating if the company demonstrates it will raise the capital to meet its 2011 maturity and is poised to address the 2012 maturities, notably the amended facility and fixed-charge coverage is poised to improve to the high 1x area. Additionally, the company must remain in compliance with the covenants governing its credit facility. S&P would lower the corporate credit rating if meeting its maturities appears problematic or if fixed-charge coverage falls below 1.4x due to weaker-than-expected fundamentals and potential dilution from asset sales and debt raises. FIRST SECURITY: Elects Tim Morris and William Hall to Board ----------------------------------------------------------- On December 7, 2010, the Board of Directors of First Security Group, Inc., increased the size of the Board to seven and elected Tim T. Morris and William Charles Hall to join the Board. The Board previously elected Mr. Morris on September 22, 2010, to the Board of FSGBank, N.A., the Company's wholly-owned subsidiary, and anticipates electing Mr. Hall to the Board of FSGBank, N.A. pending regulatory non-objection. Mr. Morris' professional experience includes having served as Chairman of Morris Capital Management, LLC, a private equity fund, since 1990. Morris Capital Management invests in distressed and non-distressed companies. Prior to forming Morris Capital Management, Mr. Morris was a partner with the accounting firm of Deloitte and Touche. Mr. Morris currently serves on the board of CEC Entertainment, Inc., a New York Stock Exchange-listed company, and previously served on the board of AmSouth Bank of Tennessee, from 1986 to 1990. Mr. Hall's professionally experience includes having served as owner and manager of Town and Country Restaurant in Chattanooga, Tennessee for over 30 years through 2005, as well as experience as a real estate investor. The Company's board believes that Messrs. Morris and Hall are qualified to serve as directors of the Company. Revised Board committee assignments are expected to be made on December 22, 2010. At this time, it is expected that Mr. Morris will be named to the Company's Audit/Corporate Governance, Compliance and Loan Committees, and is also expected to be named Chairman of the Company's Asset Liability Committee (ALCO). Mr. Hall is expected to be named as a member of the Company's Compliance, Loan and Trust Committees. Mr. Morris' appointment to the Company's Audit/Corporate Governance Committee will allow the Company to regain compliance with Nasdaq's audit committee requirements. In connection with their respective appointments to the Board, Messrs. Morris and Hall will each be entitled to participate in the existing cash and equity compensation programs for the directors of the Company. About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of September 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. The Company's balance sheet at September 30, 2010, showed $1.246 billion in total assets, $1.139 billion in total liabilities, and stockholders' equity of $106,846. As reported in the Troubled Company Reporter on November 12, 2010, the Company said its losses from operations during the last two years raise possible doubt as to its ability to continue as a going concern. On September 7, 2010, the Company entered into a Written Agreement with the Federal Reserve Bank of Atlanta, the Company's primary regulator, which prohibits the Company from declaring or paying dividends without prior written consent of the Federal Reserve. The Company is also prohibited from taking dividends, or any other form of payment representing a reduction of capital, from the Bank without prior written consent. The Company is also required, within 60 days of the Agreement, to submit to the Federal Reserve a written plan designed to maintain sufficient capital at the Company and the Bank. On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary, consented and agreed to the issuance of a Consent Order by the Office of the Comptroller of the Currency (OCC). Pursuant to that Consent Order, within 120 days of the effective date of the Order, the Bank is required to achieve and thereafter maintain total capital at least equal to 13 percent of risk-weighted assets and Tier 1 capital at least equal to 9 percent of adjusted total assets. As of September 30, 2010, the first financial reporting period subsequent to the 120 day requirement, the Bank's total capital to risk-weighted assets was 12.93 percent and the Tier 1 capital to adjusted total assets was 7.43 percent. The Bank has notified the OCC of the non-compliance. FT SILFIES: Settles IRS's Claims for Unpaid Taxes ------------------------------------------------- Judge Nancy V. Alquist signed another stipulation between F.T. Silfies, Inc., and Price Trucking, Inc., and the United States of America on behalf of the Internal Revenue Service, resolving the IRS's claims for unpaid taxes. A copy of the Stipulation and Consent Order signed December 15, 2010, is available at http://is.gd/j3cySfrom Leagle.com. F.T. Silfies Inc. and affiliate Price Trucking Inc. operate 150 tractors and almost 400 trailers. Silfies is based in Allentown, Pennsylvania, while Price has headquarters in Aberdeen, Maryland. Silfies and Price filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case Nos. 09-15049 and 09-15044) on March 25, 2009. Brent C. Strickland, Esq., J. Daniel Vorsteg, Esq., Cara D. Chasney, Esq., at Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland, served as counsel for the Debtors. Both Debtors said their assets and debts are less than $50 million. The Debtors filed a Consolidated Plan of Reorganization as Amended on October 13, 2009. The Bankruptcy Court confirmed the Debtors' Plan on November 20, 2009. GEORGE SIRACK: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: George Anthony Sirack 1222 N. Noble Avenue Chicago, IL 60642 Tel: (773) 552-2200 Bankruptcy Case No.: 10-55745 Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: John H. Squires Debtor's Counsel: Milton A. Tornheim, Esq. 555 Skokie Boulevard, Suite 500 Nortbrook, IL 60062 Tel: (847) 897-5716 Fax: (847) 897-5793 E-mail: matornh@yahoo.com 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/ilnb10-55745.pdf GLOUCESTER ENGINEERING: Expects to Emerge From Ch. 11 at Year End ----------------------------------------------------------------- Gloucester Engineering Co. has secured confirmation of its Plan of Reorganization from the Bankruptcy Court in the District of Massachusetts. The Court's decision clears the way for Gloucester to emerge from Chapter 11 on December 31, 2010, the day the plan becomes effective. GEC's subsidiary, Gloucester Engineering Europe GmbH, exited bankruptcy protection on November 12, 2010. At the confirmation hearing, held today, creditors of GEC voted overwhelmingly to approve the company's Plan of Reorganization, with 92% of the ballots cast by unsecured creditors in favor of the Plan. Blue Wolf Capital Fund II will now become GEC's majority shareholder. "We are delighted that the creditor votes turned out as expected and that both GEC and its European subsidiary are starting 2011 with a clean slate. We particularly appreciate the support of those creditors who signed supply agreements with us in return for participating in our new equity. We have been optimistic throughout the restructuring period, as the company has taken significant new orders for our market leading plastics extrusion equipment, and we have aggressively rationalized our cost structure. GEC will move forward as an efficient, effective partner that can ably service both new orders and its customers' installed base," said Carl Johnson, President of GEC. Michael Ranson, Partner at Blue Wolf Capital, said, "Blue Wolf is deeply committed to GEC's success and we believe that the company is well on the way to regaining its industry-leading position. The company now has a clear operating plan and a stable balance sheet and is poised to be an American manufacturing success story." About Gloucester Engineering Co. Since its inception in 1961, Gloucester Engineering Company has been a global leader in advancing quality and production limits in the plastics extrusion and converting market. GEC offers a range of innovative system and component solutions, for both new lines and retrofits, that provide customers a competitive edge in applications that include bag making, foam and sheet extrusion, blown and cast film extrusion, and extrusion coating. GEC manufactures its equipment from its headquarters in Gloucester, MA, USA and through its joint-venture company in Damman, India, Kabra Gloucester Engineering. Gloucester Engineering's Chapter 7 case -- filed on March 23, 2010 -- was converted to Chapter 11 bankruptcy protection on June 25, 2010 (Bankr. D. Mass. Case No. 10-12967). Gloucester Engineering Europe GmbH is the Vienna-based subsidiary of Gloucester Engineering Co. In August 2010, creditors of Gloucester Engineering Europe voted to accept a settlement offer from the Gloucester, Massachusetts-based parent company to pay 30% of the money owed them, or about EUR360,000 (US$503,000). GREAT ATLANTIC & PACIFIC: May Scrap 73 "Dark Store" Leases ---------------------------------------------------------- As of the Petition Date, The Great Atlantic & Pacific Tea Company, Inc. and its debtor-affiliates were tenants under hundreds of non-residential real property leases across 23 states and the District of Columbia. Generally, the Debtors do not own the property on which they conduct their operations, but rather lease the non-residential real property for the operation of their supermarkets, liquor stores, combination food and drug stores, and limited assortment food stores. Before the Petition Date, the Debtors began the process of reviewing and analyzing all of their contractual obligations so as to identify the contracts and leases that are burdensome to their estates and may be rejected pursuant to Section 365 of the Bankruptcy Code. As of December 12, 2010, the Debtors have identified 73 "dark store" leases, where they have ceased ongoing operations and have been unable to sublease, assign, or terminate the relevant leases. A schedule of the leases may be accessed for free at: http://bankrupt.com/misc/AP_Rejection_Schedule1.pdf "These leases represent an unnecessary expense to the estates, contribute no value to the Debtors' balance sheet, and will cost the Debtors tens of millions of dollars of accrued actual costs in fiscal year 2011 alone with the full economic impact on the estate potentially even more dramatic," asserts Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York. Moreover, in most instances, the Debtors have physically vacated the properties, and surrendered the keys to those counterparties through unilateral key surrender or after eviction proceedings, entry of consent judgments, or entry into mutual surrender agreements, thereby affording the appropriate Counterparties the ability to re-let the premises, Mr. Basta explains. To provide the Counterparties with sufficient notice of the Debtors' intent to reject the Dark Store Leases and to facilitate the rejection of any agreements, the Debtors have devised these Rejection Procedures: a. Within three business days of the entry of the Order, the Debtors will serve a notice to each Counterparty, setting forth: (i) the street address of the real property underlying the lease; (ii) the Debtors' monthly payment obligation, if any, under the lease; (iii) the remaining term of the lease; (iv) the name and address of the landlord; (v) a general description of the terms of the lease; and (vi) a disclosure describing the procedures for filing objections. b. Objections to the proposed rejection by the Debtors of a lease must be written and filed and served no later than 15 calendar days after the date the Debtors serve the Notice. c. If a timely objection is filed that cannot be resolved, the Court will schedule a hearing to consider the objection only with respect to the rejection of any lease as to which an objection is properly filed and served. If the Court upholds the objection, and the subject of the objection is the proper effective date of rejection, and the Court determines the effective date of rejection of the lease, that date will be the rejection date. If the objection is overruled or withdrawn or the Court does not determine the date of rejection, the rejection date of the lease will be deemed to have occurred on the Rejection Date. d. Absent an objection being filed, the Debtors' proposed rejection of the lease will become effective as of December 12, 2010, without further notice, hearing or order of the Court. e. If the Debtors have deposited amounts with a lessor as a security deposit or other arrangement, the lessor may not set off or otherwise use the deposit without the prior authority of the Court. "Leases such as the Dark Store Leases, where the Debtors are not operating stores or planning to do so in the near term, are the epitome of burdensome nonresidential real property leases," Mr. Basta contends. Accordingly, the Debtors received the Court's authority to reject the Dark Store Leases pursuant to their proposed Rejection Procedures. 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: Offers Pricing on $800MM Bankr. Loans --------------------------------------------------------------- The Great Atlantic & Pacific Tea Co. offered initial price guidance on $800 million of loans it is seeking to fund operations, according to a December 15, 2010 report by Bloomberg News. JPMorgan Chase & Co. is arranging the debtor-in-possession financing consisting of a $350 million term loan and a $450 million asset-backed revolving credit line. A&P is proposing to pay term-loan lenders an interest rate 7.5 percentage points more than the London interbank offered rate, Bloomberg News reported, citing people familiar with the matter. Libor, the rate banks charge to lend to each other, will have a 1.75 percent floor. A&P is proposing to issue the loan at 98 cents on the dollar, which would reduce proceeds for the company and increase the yield for investors, according to the report. The revolving loan will have a spread of 3 percentage points over Libor. A&P will pay a fee of 0.5 percent on the unused portion of the credit line, Bloomberg News reported. Lenders have until today, to file responses to JPMorgan. 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: Relatively High Short Interest in Shares ------------------------------------------------------------------ The Great Atlantic & Pacific Tea Co. is among the five companies in the Food Retail industry with relatively high short interest ratio, according to a December 14, 2010 report by Zacks.com. A higher short interest ratio may indicate the potential for a sizeable short squeeze, says the report. Zacks.com says A&P has a short interest ratio of 18.5 based on average daily volume of 831,000 shares and 15.4 million shares short. That equates to 27.4% of the 56.3 million shares outstanding, Zacks.com reported. The company is followed by Ruddick, which has a short interest ratio of 14.4 based on average daily volume of 221,000 shares and 3.2 million shares short. This equates to 6.5% of the 49.1 million shares outstanding, Zacks.com reported. Safeway, which has a short interest ratio of 5.6 based on average daily volume of 4 million shares and 26.5 million shares short, ranks third. It is followed by The Pantry, which has a short interest ratio of 5.5 based on average daily volume of 132,000 shares and 733,000 shares short, and by Casey's General Stores, which has a short interest ratio of 5 based on average daily volume of 449,000 shares and 2.2 million shares short, according to the report. 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: South Conn. Stores to Remain Open ----------------------------------------------------------- A spokeswoman for Great Atlantic & Pacific Tea Co. said that A&P, Super Fresh and Food Emporium supermarkets in southwestern Connecticut will remain open for the time being after the company won approval to obtain a $800 million loan, according to a December 15, 2010 report by Connecticut Post. Earlier, the U.S. Bankruptcy Court for the Southern District of New York, which oversees the Chapter 11 cases of A&P and its affiliated debtors, approved the proposed debtor-in-possession financing arranged by JPMorgan Chase & Co. A&P spokeswoman Lauren La Bruno said the financing is a strong vote of confidence in the company. "Our stores will continue to operate normally, and you can expect the same level of quality service you have come to expect," Connecticut Post quoted Ms. La Bruno as saying. The company operates 395 stores under the names A&P, Waldbaum's, Pathmark, Best Cellars, The Food Emporium, Super Fresh and Food Basics. Ms. La Bruno said A&P can make strategic decisions that will benefit the company over the long term with the new financing. "This will enable A&P to emerge with a new capital structure and in a much better position to deploy our fundamental strengths," Connecticut Post quoted Ms. La Bruno as saying. Kevin Coupe, editor of MorningNewsBeat.com, an online publication covering the retail and food industries, however, sees differently. He said the company may be facing a challenge as basic as enticing customers to its stores, Connecticut Post reported. "The biggest problem is that they don't have stores that are particularly compelling -- if you have other options. They're competing with a lot of people in a lot of segments," Connecticut Post quoted Mr. Coupe as saying. He further said that he does not expect the company to exit bankruptcy in its current configuration. Founded in 1859, A&P at one time had 16,000 stores. In the 1970s, the company was hit by competition, forcing it to shut down many of its stores. The purchase of the Pathmark chain in 2007 for $679 million added to its financial burden, according to the Connecticut Post report. 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). GUIDED THERAPEUTICS: Registers 29.83MM Shares for Warrants ---------------------------------------------------------- Guided Therapeutics, Inc., filed a registration statement on Form S-1 related to 29,832,949 shares of its common stock issuable upon the exercise of warrants at an exercise price of $0.65 per share. The shares offered by this prospectus may be sold from time to time by stockholders at prevailing market prices or prices negotiated at the time of sale. The stockholders listed in the prospectus are led by John E. Imhoff, who currently owns 6,000,962 shares, representing 11.49% of the shares outstanding. Mr. Imhoff will raise his stake to 21.03% if he exercises the warrant to purchase 4,783,923 shares. The Company will not receive any cash proceeds from the sale of shares by the selling stockholders, but if the warrants are exercised in whole or in part, the Company will receive payment for the exercise price. The Company will pay the expenses of registering these shares. The Company's common stock is dually listed on the OTCBB and OTCQB quotation systems under the symbol "GTHP." The last reported sale price of the Company's common stock on the OTCBB on November 30, 2010 was $0.82 per share. A copy of the prospectus is available for free at: http://ResearchArchives.com/t/s?710c About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. The Company's balance sheet at September 30, 2010, showed $3.4 million in total assets, $2.8 million in total liabilities, and stockholders' equity of $595,000. As reported by the Troubled Company Reporter on March 29, 2010, UHY LLP, in Atlanta, Georgia, expressed substantial doubt about Guided Therapeutics' ability to continue as a going concern, following the Company's 2009 results UHY noted of the Company's recurring losses from operations, accumulated deficit and working capital deficit. GULFSTREAM INTERNATIONAL: Seeks Court Nod for $1.7-Mil. Loan ------------------------------------------------------------ Gulfstream International Group Inc. is urging Judge John K. Olson of the U.S. Bankruptcy Court in Fort Lauderdale, Fla., to let it take out another loan, warning that the financing is necessary to keep its operations going while trying to sell its assets, Dow Jones' Small Cap reports. According to the report, the Debtor wants to borrow $1.7 million from Shelter Island Opportunity Fund LLC. The Debtor said that the funds from Shelter Island would be enough to refinance a bankruptcy loan from Victory Park Capital LLC, which was not willing to waive existing defaults under the loan. The loan would also provide the working capital the airline needs to keep its operations going while it tries to sell its assets at an upcoming auction, the report adds. As reported in the Dec. 17, 2010 edition of the Troubled Company Reporter, Gulfstream International has received approval to conduct a sale process for its assets. Bids are due January 3, an auction will be conducted on January 4, and the Court will conduct a hearing on January 5 to approve the sale. About Gulfstream International Gulfstream International Airlines (NYSE Amex:GIA) is a regional air carrier based in Fort Lauderdale, Florida. GIA operates a fleet of turboprop Beechcraft 19000 aircraft, and specializes in providing travelers with access to niche locations not typically covered by major carriers. GIA operates more than 150 scheduled flights per day, serving nine destinations in Florida, 10 destinations in the Bahamas, five destinations from Continental Airline's hub under the Department of Transportation's Essential Air Service Program and supports charter service to Cuba through a services agreement with Gulfstream Air Charter, Inc., an entity otherwise unrelated to the Debtors. GIA operates as a Continental Connection carrier, as well as for United Airlines, Northwest Airlines and Copa Airlines, through respective code share agreements. GIA has 620 employees, including 530 working full-time. Fort Lauderdale, Florida-based Gulfstream International Group, Inc., filed for Chapter 11 bankruptcy protection on November 4, 2010 (Bankr. S.D. Fla. Case No. 10-44131). Brian K Gart, Esq., at Berger Singerman, P.A., assists the Debtor in its restructuring effort. The Debtor estimated its assets at $100,001 to $500,000 and debts at $1 million to $10 million. Affiliates Gulfstream International Group, Inc., Gulfstream International Airline, Inc., Gulfstream Training Academy, Inc., GIA Holdings Corp., Inc., and Gulstream Connection, Inc., filed separate Chapter 11 petitions on November 4, 2010. GWINNETT MEDICAL: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Gwinnett Medical Partners, LLC 2494 Jett Ferry Road, Suite 201 Atlanta, GA 30338 Bankruptcy Case No.: 10-97929 Chapter 11 Petition Date: December 18, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Leon S. Jones, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: ljones@joneswalden.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-97929.pdf The petition was signed by Robert Miller, CEO. HARTFORD FINANCIAL: S&P Corrects Preferred Stock Rating to 'BB+' ---------------------------------------------------------------- Standard & Poor's Ratings Services corrected its ratings on Hartford Financial Services Group Inc.'s mandatory convertible preferred stock and Glen Meadow pass-through trust securities to 'BB+' from 'BB'. In 2009, when HIG participated in the U.S. Treasury Department's Capital Purchase Program, S&P applied a one-notch differential between the junior subordinated debt rating and the preferred stock rating, reflecting the subordination of CPP proceeds to other debt-like instruments but senior to preferred stock. Because of an error, S&P did not raise the preferred stock ratings following the repayment of CPP funds. Ratings List Hartford Financial Services Group Inc. Mandatory convertible preferred stock Glen Meadow pass-through trust securities To From -- ---- BB+ BB HCP INC: Fitch Puts 'BB+' Preferred Stock Rating on Positive Watch ------------------------------------------------------------------ Fitch Ratings has placed these ratings for HCP, Inc. on Rating Watch Positive: -- Issuer Default Rating at 'BBB'; -- Unsecured bank credit facility at 'BBB'; -- Senior unsecured notes at 'BBB'; -- Preferred stock at 'BB+'. The Rating Watch Positive reflects Fitch's expectation that following the closing of recently announced transactions including a 65% interest in a joint venture that owns 25 senior housing assets as well as a $6.1 billion purchase of substantially all of the real estate assets of HCR Manor Care, HCP's credit profile is expected to improve to a level consistent with a 'BBB+' IDR assuming the consummation of anticipated equity offerings used to fund the HCR Manor Care transaction. These transactions are expected to close prior to the end of the first quarter of 2011, at which point, Fitch expects to resolve the Rating Watch. HCP's fixed charge coverage (defined as recurring operating EBITDA less recurring capital expenditures less straight line rent adjustments, divided by interest expense, capitalized interest and preferred dividends) was 2.4 times for the 12 months ended Sept. 30, 2010 as compared to 2.4x for the trailing 12 months ended Dec. 31, 2009. Additionally, projected coverage levels are expected to improve modestly. HCP's leverage ratio is also expected to be consistent with a 'BBB+' rating assuming the consummation of anticipated equity offerings. The company's net debt divided by recurring EBITDA, was 5.6x for the TTM ended Sept. 30, 2010, compared with 6.2x and 6.4x during 2009 and 2008, respectively. HCP's ratings reflect the company's core credit strengths, including steady cash flows from its large portfolio of high quality, well-diversified properties across the health care real estate spectrum, significant financial flexibility including a large unencumbered pool to support unsecured borrowings, and a solid liquidity position. HCP's portfolio includes assets across the property spectrum, including senior housing, medical office, life science, hospitals, and skilled nursing. Each property type is subject to varying supply and demand drivers, lowering risk at the portfolio level. Cash flow coverage for the bulk of HCP's portfolio has remained solid, indicating that its facilities are generally performing well. HCP's cash flows have significant embedded stability, with long- term leases in place in conjunction with annual rent escalators. HCP has a modest lease expiration schedule, with generally below 10% of annual revenue expiring on an annual basis. Additionally, HCP has actively managed its portfolio, improving portfolio cash flows notably throughout the global economic downturn by changing operators on some assets in its portfolio. This has contributed to good same property performance during the downturn. Same property net operating income increased 4.8% during the first nine months of 2010, after increasing 3.2% during 2009, and increasing 2.6% in 2008. HCP maintains significant financial flexibility. HCP's unsecured debt is supported by a large unencumbered property pool, which serves as a source of contingent liquidity. Using a blended 8.8% cap rate and pro forma for the company's $486 million equity raise in November 2010, Fitch calculated HCP's unencumbered asset coverage of unsecured debt to be approximately 2.7x as of Sept. 30, 2010. HCP maintains a solid liquidity position. Sources of liquidity (unrestricted cash, availability under the company's unsecured revolving credit facility, expected retained cash flows from operating activities after dividends and distributions) divided by uses of liquidity (pro rata debt maturities and expected recurring capital expenditures) from Oct. 1, 2010 to Dec. 31, 2012 result in a liquidity coverage ratio of 1.1x. This stressed analysis assumes that no additional capital is raised to repay obligations. If 80% of maturing secured and pro rata JV debt was refinanced, HCP's liquidity coverage ratio would be 1.2x. HCP's debt maturity schedule is well-laddered, with less than 15% of debt maturing on an annual basis through 2016 after excluding the secured debt that was used to finance a portion of HCP's debt investment in HCR Manor Care. Additionally, the company's ratios related to the financial covenants under its unsecured credit facilities do not hinder its financial flexibility. While HCP has maintained a diversified investment platform, its portfolio has been concentrated geographically. As of Sept. 30, 2010, approximately 47% of HCP's consolidated revenue from wholly owned assets was generated from properties located in California and Texas. However, upon closing the HCR Manor Care and Senior Housing JV will provide HCP with additional geographic diversification in its portfolio, as these entities have clusters of assets in other states. Credit concerns include pro forma operator concentration from HCR Manor Care, and increased exposure to government reimbursement risk. Pro forma for the announced transactions, HCR Manor Care will represent approximately 32% of HCP revenue and deferred lease income. Partially offsetting this concentration is a master lease structure with four distinct pools, ensuring that lease renewals are staggered. Additionally, covenants will remain in place to provide protection for HCP at the guarantor level. The two-notch differential between HCP's IDR and its preferred stock rating is consistent with Fitch's criteria for corporate entities with a 'BBB' IDR. Based on Fitch's report, 'Equity Credit for Hybrids and Other Capital Securities' (dated Dec. 29, 2009 and available at 'www.fitchratings.com'), HCP's preferred stock is 75% equity-like and 25% debt-like since it is perpetual and has no covenants but have a cumulative deferral option in a going concern. Net debt plus 25% of preferred stock to recurring operating EBITDA was 5.7x as of Sept. 30, 2010, compared with 6.2x and 6.5x, as of Dec. 31, 2009 and Dec. 31, 2008, respectively. These factors may have a positive impact on HCP's ratings: -- Closing of Ventures II and HCR Manor Care transactions as currently contemplated; -- Fitch-defined fixed charge coverage sustaining above 2.5x (coverage was 2.4x for the TTM ended Sept. 30, 2010). -- Net debt to recurring EBITDA, including recurring cash flow from unconsolidated JVs, sustaining below 6.0x (coverage was 5.6x at Sept. 30, 2010). These factors may have a negative impact on HCP's ratings and/or Rating Outlook: -- Fitch-defined fixed charge coverage sustaining below 2.0x; -- Net debt to recurring EBITDA sustaining above 7.0x; -- A liquidity shortfall. HCP, Inc., is an equity REIT based in Long Beach, CA. The company acquires, develops, leases, and manages health care real estate and provides mortgage and other financing to health care operators. As of Sept. 30, 2010, HCP's portfolio of investments included 670 properties in 42 states and Mexico as well as $2 billion of senior and mezzanine investments. Of these assets, 571 are wholly owned, including 225 senior housing facilities, 186 medical office buildings, 98 life science assets, 17 hospitals, and 45 skilled nursing facilities. HENRY COMPANY: Moody's Assigns 'B2' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned public ratings of B2 Corporate Family Rating and B2 Probability of Default Rating to Henry Company, LLC. In a related action Moody's assigned a B2 rating to the company's proposed 1st lien senior secured bank credit facility and a Caa1 rating to its proposed 2nd lien senior security credit facility. Proceeds from these credit facilities and cash on hand will be used to refinance existing debt, to finance a dividend to Henry shareholders and AEA Investors, LP, the majority owner of Henry, and to pay related fees and expenses. The rating outlook is stable. These ratings/assessments were affected by this action: -- Corporate Family Rating assigned B2; -- Probability of Default assigned B2; -- $20.0 million 1st lien senior secured revolving credit facility due five years from closing assigned B2 (LGD3, 44%); -- $135.0 million 1st lien senior secured term loan due six years from closing assigned B2 (LGD3, 44%); and, -- $40.0 million 2nd lien senior secured term loan due six and a half years from closing assigned Caa1 (LGD5, 80%). Ratings Rationale Henry's B2 Corporate Family Rating is constrained by its exposure to cyclical end markets including the repair and remodeling sector and new home construction, as well as the commercial construction industry. Henry is also a small company relative to other manufacturing companies based on revenues and absolute EBITA levels, leaving little cushion for earnings variability. It is exposed to volatile raw material costs for commodities such as asphalt and petrochemicals and may be unable to immediately pass through these costs, potentially adding to margin pressures. The rating also reflects significant channel distribution concentration, with the big box retailers representing a concentration of sales. Upon completing the dividend distribution Henry will have negative tangible net worth. Nevertheless, Henry's rating reflects the company's resilient performance during the economic and housing downturn, and its well-established brand names for roofing and sealant products, resulting in solid EBITA margins. Additionally, interest coverage ratios and financial leverage will remain reasonable even though balance sheet debt is increasing due to the debt-financed dividend. Moody's expects the company to continue generating high single-digit percentages of free cash flow-to-debt metrics on an annual basis. The rating presumes that free cash flow will be used for debt reduction. An adequate liquidity profile supports the rating, too. The B2 rating assigned to the proposed $155 million first lien, senior secured bank credit facility, the same rating as the corporate family rating, reflects its position as the preponderance of debt in Henry's capital structure and priority of payment in a recovery scenario. This credit facility will have a first priority security interest in substantially all of the company's assets and benefits from $40 million in junior capital. The Caa1 rating assigned to the proposed $40 million second lien, senior secured bank credit facility, two notches below the corporate family rating, has a second priority interest in substantially all of the company's assets, effectively making it unsecured debt since Henry would have little remaining tangible assets after first lien debt holders are repaid in a recovery scenario. The stable outlook reflects Moody's expectations that Henry's credit metrics will improve due to improving operating margins and debt reduction from free cash flow, providing it the ability to contend with ongoing economic uncertainties and the resulting impact in its end markets. Moody's does not anticipate favorable rating pressures over the intermediate term until Henry grows its revenues while improving its operating performance and liquidity profile. Over the longer term, revenues in excess of $500 million or EBITA-to-interest trending towards 3.0 times and debt-to-EBITDA sustained below 4.5 times (ratios adjusted per Moody's methodology) could result in a positive rating action. Factors which might pressure the ratings include erosion in the company's financial performance, debt financed acquisitions, more dividends to shareholders or a deteriorating liquidity profile. Debt-to-EBITDA sustained above 5.5 times or EBITA-to-interest expense trending towards 1.5 times (all ratios adjusted per Moody's methodology) for an extended period of time would likely result in negative rating pressures. Henry Company, LLC, headquartered in El Segundo, California, develops, manufactures and markets materials for the construction industry focusing primarily on roofing, sealing and paving applications. Henry's business is primarily operated and conducted in the U.S. and Canada. AEA Investors LP, through its affiliates, is the primary owner of Henry. H.H. HOLMES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: H.H. Holmes Testing Laboratories, Inc. 170 Shepard Avenue, #A Wheeling, IL 60090-60641 Bankruptcy Case No.: 10-55500 Chapter 11 Petition Date: December 16, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Gerald F. Munitz, Esq. BUTLER RUBIN SALTARELLI AND BOYD 70 W. Madison, Suite 1800 Chicago, IL 60602 Tel: (312) 696-4495 Fax: (312) 444-9294 E-mail: gmunitz@butlerrubin.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-55500.pdf The petition was signed by Scott R. Nelson, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Nelson Leasing 10-55501 12/16/10 HUDSON BLUE: Sold to Sabet Group for $8.4 Million ------------------------------------------------- Amanda Fung, writing for Crain's New York Business, reports that a failed West Village luxury condominium complex known as Hudson Blue was sold last week for $8.4 million by CapitalSource Bank, the project's lender. Crain's says The Sabet Group, a New York-based real estate investment, development and management company, snagged the 10- story property at 423 West St., said Neil Helman, a senior managing director at Grubb & Ellis, the brokerage retained by CapitalSource to market the property. Mr. Helman could not say if The Sabet Group planned on reviving the project as condos, but noted that it was likely. Crain's says The Sabet Group could not be reached for comment immediately, and CapitalSource declined to comment. Crain's relates CapitalSource held an $18.9 million lien on the project. It foreclosed on Hudson Blue and took over the property this summer. Grubb & Ellis' capital markets team began marketing the property after Labor Day and received about 30 offers, Mr. Helman said. The project's previous developer was Horizen Global. IRVINE SENSORS: Squar Milner Raises Going Concern Doubt ------------------------------------------------------- Irvine Sensors Corporation filed on December 17, 2010, its annual report on Form 10-K for the fiscal year ended October 3, 2010. Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that as of October 3, 2010, the Company has negative working capital of $10.1 million and a stockholders deficit of $10.1 million. The Company reported a net loss of $11.16 million on $11.72 million of revenues for the fiscal year ended October 3, 2010, compared with a net loss of $914,700 on $11.54 million of revenues for the fiscal year ended September 27, 2009. The Company's balance sheet at October 3, 2010, showed $6.32 million in total assets, $16.42 million in total liabilities, and a stockholders' deficit of $10.10 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7140 Headquatered in Costa Mesa, Calif., Irvine Sensors Corporation (OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating said products. Irvine Sensors also conducts research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low-power analog and mixed-signal integrated circuits for diverse systems applications. JAKE'S GRANITE: District Court Affirms Buckeye Ranch Ruling ----------------------------------------------------------- District Judge G. Murray Snow affirmed aspects of a January 25, 2010 Second Amended Final Judgement of the Bankruptcy Court that find that John and Vicki H. Beaver, dba Buckeye Ranch, L.L.C., adversely possessed 10.03 acres of the real property formerly owned by Jake's and that enter judgement against Jake's Granite Supplies LLC for $300,900 with interest at the rate of 7% per year. Jake's had taken an appeal from the Bankruptcy Court order. The case is Jake's Granite Supplies, L.L.C., an Arizona Limited Liability Company, v. John and Vicki H. Beaver dba Buckeye Ranch, L.L.C., husband and wife; Buckeye Ranch, L.L.C., an Arizona limited liability company, Adv. Pro. No. 07-00145 (D. Ariz.). A copy of the Court's December 13, 2010 Order is available at http://is.gd/j3Ombfrom Leagle.com. About Jake's Granite Headquartered in Chandler Heights, Arizona, Jake's Granite Supplies, L.L.C., owns and operates a sand and gravel mining operation in Buckeye, Arizona. The Company filed for chapter 11 protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601). Joseph E. Cotterman, Esq., at Gallagher & Kennedy, P.A., represented the Debtor in their restructuring efforts. Brian N. Spector, Esq., at Jennings Strouss & Salmon, PLC, represented the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed assets of $16,473,500 and debts of $6,141,198. In November 2005, Jake's closed the sale of substantially all of its assets associated with its sand and gravel mining operation to Cemex Construction Materials, L.P. The U.S. Bankruptcy Court for the District of Arizona confirmed Jake's Plan of Reorganization on March 1, 2006. Daniel E. Garrison, Esq., at Gallagher & Kennedy, P.A., in Phoenix, Arizona, told the Court that the Debtor has sufficient cash from the sale of substantially all of its assets to Cemex Building Materials, L.P., to fully pay all allowed claims. Mr. Garrison said there's $4,645,000 remaining in the estate -- net of all remaining cure payments, all claims of unsecured creditors, and anticipated administrative costs -- plus the $500,000 Cemex holdback. Holders of unsecured claims were paid in cash on the effective date. Holders of equity interests retained their stake in the Company. JANE RASHAD: Bankr. Ct. Declines Kelly's Venue Transfer Motion -------------------------------------------------------------- Jane Rashad, v. J. Michael Kelly, Adv. Pro. No. 10-3362 (Bankr. S.D. Tex.), seeks a declaratory judgment determining that the April 29, 2010 foreclosure sale of the Debtor's property located at 2460 Aaron Street, Los Angeles, California. The Debtor seeks a determination that the California Property is her own property. The Debtor asserts several theories of recovery, including: that Dr. Rashad did not own an interest in the California Property, that the notice of foreclosure was insufficient in light of Dr. Rashad's death in February 2010, and that the transfer to Kelly was a fraudulent transfer or a preference. Mr. Kelly seeks lifting of stay to file a partition action with respect to the California Property in a state court in California. Mr. Kelly, who represented the Debtor's former spouse, Dr. Mohammed Rashad, in a divorce proceeding, asserts that he acquired Dr. Rashad's undivided 50% interest in the California Property at a foreclosure sale conducted on April 29, 2010, pursuant to a lien for payment of his attorney fees. Mr. Kelly asserts that he holds a lien on the Debtor's interest in the California Property as a result of capital expenditures he made with respect to the California Property. Mr. Kelly seeks the transfer of the adversary proceeding to a District court in California. He asserts that California is the correct venue because the divorce case took place in California, and the property is located in California. He asserts that all non-party witnesses are located in California. He asserts that California law will govern all of the issues in the instant adversary proceeding, including the preference and fraudulent transfer actions. The Debtor takes the position that venue should not be transferred, and stay should not be lifted, because the Debtor has a second adversary proceeding against Mr. Kelly, seeking similar relief with respect to a parcel of real property located in Texas. The Debtor asserts that the witnesses will be required to come to Texas for trial in that adversary proceeding. The Debtor asserts that the California Property is property of the bankruptcy estate, and that the court's determination of the issues regarding the California Property are core proceedings. Judge Letitia Z. Paul concludes that Mr. Kelly has not met his burden of proof to demonstrate that there is good cause for transfer of the adversary proceeding. Judge Paul also holds that the lifting of stay to permit Mr. Kelly to commence a suit in California would result in a duplication of the issues raised in the adversary proceeding, and the possibility of inconsistent results. Mr. Kelly has an adequate forum available in the Southern District of Texas, to determine the parties' respective rights in property. However, in the interest of equity, the court concludes that the stay should be lifted, in part, to permit Mr. Kelly to assert his claims and defenses in the adversary proceeding and in another Adversary No. 10-3433. The Court concludes that the remainder of the relief requested by Mr. Kelly should be denied. A copy of Judge Paul's December 2, 2010 Memorandum Opinion is available at http://is.gd/j3T6Bfrom Leagle.com. Jane Rashad filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 10-34549) on May 30, 2010. JOSEPH VELLA: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Joseph Vella aka Joe Vella Joan C. Vella aka Joan Cecelia Vella Joan Vella 418 S. Jared Drive Gilbert, AZ 85296 Bankruptcy Case No.: 10-40172 Chapter 11 Petition Date: December 16, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen, Jr. Debtors' Counsel: William R. Richardson, Esq. RICHARDSON & RICHARDSON, P.C. 1745 S. Alma School Road, #100 Mesa, AZ 85210-3010 Tel: (480) 464-0600 Fax: (480) 464-0602 E-mail: wrichlaw@aol.com Scheduled Assets: $3,289,019 Scheduled Debts: $4,353,095 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb10-40172.pdf JUDIE MAGSAYO: Has Stipulation on Release of Disputed Funds ----------------------------------------------------------- United States of America, v. Approximately $20,000 in U.S. Currency Seized From Bank of Stockton Account Number 3210018689, Approximately $20,000 in U.S. Currency Seized From Bank of Stockton Account Number 3210018671, and Approximately $20,000 in U.S. Currency Seized From Bank of Stockton Account Number 3210018697, Case No. 10-00124 (E.D. Calif.), is a civil forfeiture action. On August 9, 2010, agents with the Internal Revenue Service seized the Defendant Funds from the Bank of Stockton pursuant to a federal seizure warrant. The IRS commenced administrative forfeiture proceedings, sending direct written notice to all known potential claimants and publishing notice to all others. The United States of America, potential claimants Redentor Magsayo and Judie Magsayo, and the trustee for the bankruptcy estate of Redentor and Judie Magsayo, have entered into a Stipulation to Dismiss and Order Dismissing Matter and Transferring Funds to the Bankruptcy Estate, which was signed by the Bankruptcy Court December 14, 2010. The Bankruptcy Court orders the matter dismissed without prejudice. The Bankruptcy Court further orders pursuant to the stipulation of the parties that the funds identified as Approximately $20,000.00 in U.S. Currency seized from Bank of Stockton Account Number 3210018689, Approximately $20,000.00 in U.S. Currency seized from Bank of Stockton Account Number 3210018671, and Approximately $20,000.00 in U.S. Currency seized from Bank of Stockton Account Number 32100186897, together with interest earned, if any, be remitted to the bankruptcy estate known as the "Estate of Judie and Redentor Magsayo" within 60 days of entry of the order. A copy of the Stipulation and Order is available at http://is.gd/j3sizfrom Leagle.com. Redentor and Judie Magsayo filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 10-35835) on June 16, 2010. KENNETH STARR: Talent Agency Sues for Misappropriation of Funds --------------------------------------------------------------- Chad Bray, writing for Dow Jones Newswires, reports that the former chief executive of talent agency William Morris sued Kenneth Starr and his lawyer in federal court in New Jersey on Monday for allegedly misappropriating $2 million he entrusted to Mr. Starr. According to Dow Jones, Jim Wiatt, William Morris's former CEO, and his wife alleged that Mr. Starr, with the help of Mr. Starr's lawyer Jonathan Bristol, stole $2 million for Mr. Starr's personal use. Mr. Bristol was charged with money laundering last week and has denied wrongdoing. The lawsuit alleges that Mr. Starr made two unauthorized transfers totaling $2 million from Mr. Wiatt's and his wife's account earlier this year. Mr. Bristol's attorney trust account was used to facilitate the transfers, according to the lawsuit. The Wiatts had been clients of Mr. Starr since 2003 and Mr. Starr managed all aspects of their personal finances. According to Dow Jones, David S. Stone, Esq., at Stone & Magnanini LLP, is representing the Wiatts. Mr. Starr is a New York financial adviser accused of defrauding his celebrity clients and other investors out of about $59 million. Mr. Starr, 66, was arrested on May 27, 2010 on fraud and other charges. In September 2010, he pleaded guilty to the charges. He is awaiting sentencing. Mr. Starr isn't the Kenneth Starr who was special prosecutor in the Whitewater investigation during the Clinton administration. KIEBLER RECREATION: Amends Schedules of Assets & Liabilities ------------------------------------------------------------ Kiebler Recreation, LLC, has filed with the U.S. Bankruptcy Court for the Northern District of Ohio an amended schedule of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $42,206,514 B. Personal Property $9,030,294 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $29,974,624 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims $4,150,496 ----------- ----------- TOTAL $51,236,809 $34,125,120 About Kiebler Recreation Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational and leisure facility. The Company filed for Chapter 11 bankruptcy protection on May 26, 2010 (Bankr. N.D. Ohio Case No. 10-15099). Robert C. Folland, Esq., at Thompson Hine LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts between $10 million to $50 million as of the Petition Date. An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter 11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). KIEBLER RECREATION: Obtains Final Authority to Use Huntington Cash ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Ohio has granted, on a final basis, Kiebler Recreation, LLC, permission to use Huntington National Bank's cash collateral to operate the Debtor's business in the ordinary course, including to pay actual, necessary, ordinary course operating expenses, from December 8, 2010, through March 31, 2011, pursuant to a budget. The Court also authorized and directed the Debtor to make monthly payments to Huntington by wire commencing with a payment of $50,000 on December 12, 2010, $50,000 payable on January 3, 2011, $60,000 payable on February 1, 2011, and $60,000 payable on March 1, 2011. Huntington does not consent to the payment of any professional fees due to any Court-approved professional or to any carveout for the payment of professional fees, but should the Court approve and order the payment of professional fees, said approval and payment will not constitute a default under the Order and Huntington will not assert that said approval and payment causes its interests to not be adequately protected. As adequate protection to Huntington in exchange for its consent to the Debtor's use of its cash collateral, the Debtor has agreed to grant Huntington replacement liens and super-priority administrative expense claim. About Kiebler Recreation Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational and leisure facility. The Company filed for Chapter 11 bankruptcy protection on May 26, 2010 (Bankr. N.D. Ohio Case No. 10-15099). Robert C. Folland, Esq., at Thompson Hine LLP, assists the Company in its restructuring effort. The Company disclosed assets of $51,236,809 and liabilities of $34,125,120 as of the Petition Date. An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter 11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). LANDRY'S RESTAURANTS: S&P Affirms 'B' Rating on Add-On Notes ------------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'B' issue-level rating (the same as the corporate credit rating) to Landry's Restaurants Inc.'s proposed $87 million add-on to its 11.625% senior secured notes due 2015. The recovery rating is '4', indicating S&P's expectation of average (30%-50%) recovery in the event of a payment default. S&P also affirmed the 'BB-' issue-level rating on the company's senior secured bank credit facilities, which the company plans to amend and extend. The recovery rating on these facilities, consisting of a revolving credit facility and a term loan, is '1', indicating S&P's expectation of very high (90%-100%) recovery and remains unchanged. The company plans to increase the amount of the revolving credit facility by $25 million to $100 million, and increase the term loan by $42 million to $187 million. The company is also seeking to extend the maturity by one year, to expire in December 2014. Landry's plans to use the proceeds from the proposed notes and term loan to finance the acquisition of Bubba Gump Shrimp Co. for approximately $112 million and to pay related fees and expenses. S&P does not expect the company's financial risk profile, which S&P views as highly leveraged, to materially change as a result of the transactions. Pro forma leverage increases slightly to 5.8x from about 5.6x. The corporate credit rating on Landry's is 'B' and remains unchanged; it reflects S&P's expectation that the company's credit measures should improve modestly over time as it obtains cost savings from the integration of acquisitions, including Bubba Gump, and use excess cash flow to partly reduce debt. S&P considers the company's business risk profile to be weak, primarily because of the highly competitive and cyclical nature of the restaurant industry. Ratings List Landry's Restaurants Inc. Corporate Credit Rating B/Stable/-- New Ratings Landry's Restaurants Inc. Senior Secured Proposed $87 mil add-on to 11.625% notes due 2015 B Recovery Rating 4 Ratings Affirmed; Recovery Ratings Unchanged Landry's Restaurants Inc. Senior Secured BB- Recovery Rating 1 LEHMAN BROTHERS: Creditors Propose Rival Restructuring Plan ----------------------------------------------------------- A group of creditors filed a competing restructuring plan for Lehman Brothers Holdings Inc. that would provide a higher recovery for creditors of the company while reducing recovery for creditors of its subsidiaries. The rival restructuring plan calls for senior bondholders like the plan proponent group's members to get more than 24 cents on the dollar. Foreign creditors, creditors of LBHI's derivatives unit and others would see a drop in their recoveries, according to a report by Dow Jones Daily Bankruptcy Review. The group, which calls itself the ad hoc group of Lehman Brothers creditors, is composed of Paulson & Co. Inc., California Public Employees'Retirement System, County of San Mateo, Fiduciary Counselors Inc., Fir Tree Inc., Gruss Asset Management LP, Owl Creek Asset Management LP, Perry Capital LLC, Taconic Capital Advisors LP and Western Asset Management Company. The Plan Proponents are comprised of pension funds, municipalities, institutional holders and secondary holders, holding more than $12 billion of Claims across the Lehman Brothers capital structure, including approximately $9.4 billion of Senior Unsecured Claims against LBHI. The group previously faulted Lehman's proposed restructuring plan, saying it pits creditors of the various estates against each other and that some creditors would get paid twice. Under Lehman's plan that was filed early this year, payouts would range from about 15 cents on the dollar to 44 cents. Senior bondholders would get 17.4 cents, some commercial paper holders would receive 44.2 cents, while Lehman Brothers Special Financing would pay 24.1 cents. Lehman is distributing about $57.5 billion in assets under its proposed plan. A spokeswoman for Lehman declined to comment about how the competing plan would affect the timing for its revised plan or the company's path out of bankruptcy. The company said it would file a plan shortly and give a status update to bankruptcy court on January 13, 2011, according to a December 16, 2010 report by Reuters. Under Lehman's current timetable, the company has said it hopes to put a plan to a vote in the first quarter of 2011. Substantive Consolidation The Lehman creditors group's restructuring plan is premised on the substantive consolidation, for purposes of voting and distribution, of the estates of LBHI and its affiliated debtors, excluding Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, and certain "designated non-debtor affiliates." To avoid the cost and delay associated with litigation over the appropriateness of substantive consolidation and other issues, the competing plan offers enhanced treatment to holders of so- called "subsidiary unsecured claims" and certain holders of "third-party guarantee claims" over those amounts such creditors would otherwise receive in a purely substantively consolidating plan. These enhanced treatments, however, are available only to holders of claims in classes which vote to accept the plan. In the event that a class of "subsidiary unsecured claims" votes to accept the restructuring plan, the relevant Debtor's estate will be deemed substantively consolidated as part of a plan settlement. Jack Williams, a bankruptcy professor at Georgia State University, said filing a competing plan for what is called "substantive consolidation" can be a tactical move designed to push negotiations, Reuters reported. "It can be an attempt to generate leverage or begin the process where they are going to play out their leverage," Reuters quoted Mr. Williams as saying. Two sources familiar with the matter said that putting the restructuring plan out in the open will likely push forward negotiations among the bondholders, other creditors not involved in the plan and the debtor group. Another source said that getting the information out into the public would give more information to the other creditors not in the bondholder group talks and help get a settlement, Reuters reported. Classification of Claims and Equity Interests Claims against LBHI and its affiliated debtors, other than administrative expense claims and priority tax claims, and equity interests are classified. These classes of claims are: Classes Treatment of Claims ------- ------------------- Class 1 Unimpaired. Each holder of an Priority Non-Tax Claims allowed Priority Non-Tax Claim will be paid in cash. Class 2 Unimpaired. Except to the extent Secured Claims that the holder of an allowed Secured Claim agrees to less favorable treatment, each holder of that claim be satisfied by, at the option of the Plan Administrator: (i) payment in Cash by the consolidated Debtors; (ii) the sale or disposition proceeds of the collateral securing the claim to the extent of the value of that collateral; (iii) surrender to the holder of the claim of the collateral; or (iv) treatment that leaves unaltered the legal, equitable, and contractual rights to which the holder of the claim is entitled. Class 3 Impaired. Each holder of an Senior Unsecured Claims allowed Senior Unsecured Claim will receive its (i) Pro Rata Share of Plan Consideration, (ii) Pro Rata Senior Unsecured Claim Share of Reallocated Subordinated Distributions and (iii) its Pro Rata LBT Reallocation Share of Reallocated LBT Distributions, if any. Class 4 Impaired. Each holder of an General Unsecured Claims allowed General Unsecured Claim will receive its (i) Pro Rata Share of Plan Consideration and (ii) its Pro Rata LBT Reallocation Share of Reallocated LBT Distributions, if any. Class 5 Impaired. Holders of allowed Subordinated Unsecured Claims Subordinated Unsecured Claims will not receive any distributions on account of those claims and instead the distributions will be allocated to the holders of allowed Senior Unsecured Claims until they are all fully satisfied in which case each holder of an allowed Subordinated Unsecured Claim will receive its (i) Pro Rata Share of Plan Consideration and (ii) Pro Rata LBT Reallocation Share of Reallocated LBT Distributions, if any. Classes 6A to 6n Impaired. Each holder of an Subsidiary Unsecured Claims allowed Subsidiary Unsecured Claim in each of Classes 6A through 6n will receive its Pro Rata Share of Plan Consideration; provided, however, that if a Class in Classes 6A through 6n votes to accept the Plan, the Pro Rata Share for each holder of an Allowed Subsidiary Unsecured Claim in such accepting Class will be determined using an amount equal to 115% of such allowed Claim. Classes 7A to 7n Impaired. Each holder of a Third- Consolidated Third-Party Party Guarantee Claim in Classes Guarantee Claims 7A through 7n is not entitled to a Distribution as a consequence of substantive consolidation. However, if a Class in Classes 7A through 7n votes to accept the Plan, each holder of an allowed Third-Party Guarantee Claim in such accepting Class will be entitled to receive its Pro Rata Share of Plan Consideration, provided that such Pro Rata Share will be determined using an amount equal to 25% of such allowed Third-Party Guarantee Claim. Classes 8A through 8n Impaired. Each holder of a Third- Non-Consolidated Third-Party Party Guarantee Claim in Classes Guarantee Claims 8A through 8n will receive its Pro Rata Share of Plan Consideration, provided, however, that all Third- Party Guarantee Claims in Classes 8A through 8n will be deemed Disputed Claims and not entitled to Distributions under the Plan unless and until (a) each Debtor and Debtor-Controlled Entity with a Claim against the applicable Primary Obligor has received all distributions on account of such Claim to the extent enforceable as determined by the Bankruptcy Court without subordination, reduction or offset of any kind unless otherwise agreed to by the Plan Proponents or the Plan Administrator, as applicable, and (b) such holder establishes that it has received all distributions it is entitled to receive on account of its Primary Claim and such Primary Claim has not otherwise received payment in full. Class 9 Impaired. Each holder of an Non-Consolidated Allowed Non-Consolidated Intercompany Claims Intercompany Claim in Class 9 will receive its Pro Rata Share of Plan Consideration. Class 10 Impaired. Each holder of an LBT LBT Intercompany Claims Intercompany Claim is not entitled to a Distribution as a consequence of substantive consolidation, provided, however, that if both Class 10 and Class 11 vote to accept the Plan, the LBT Intercompany Claims will be allowed in an aggregate amount equal to $33,170,000,000 and the holder of the allowed LBT Intercompany Claim in Class 10 will be entitled to receive its Pro Rata Share of Plan Consideration. Class 11 Impaired. Each holder of a Third- LBT Third-Party Party Guarantee Claim in Class 11 Guarantee Claims is not entitled to a distribution as a consequence of substantive consolidation; provided, however, that if both Class 10 and Class 11 vote to accept the Plan, each holder of an allowed Third-Party Guarantee Claim in Class 11 will receive 50% of its Pro Rata Share of Plan Consideration and will not be subject to reduction as a consequence of Distributions received on account of the corresponding Primary Claim with the remaining 50% of such Pro Rata Share of Plan Consideration made available for Distributions to holders of allowed Senior Unsecured Claims in Class 3, allowed General Unsecured Claims in Class 4 and allowed Subordinated Unsecured Claims in Class 5. Classes 12A through 12n Impaired. Each holder of a Designated Non-Debtor Designated Non-Debtor Affiliate Affiliate Intercompany Claims Intercompany Claim in Classes 12A through 12n is not entitled to a Distribution as a consequence of substantive consolidation; provided, however, that if a Class in Classes 12A through 12n and the corresponding Class in Classes 13A through 13n vote to accept the Plan, the Designated Non-Debtor Affiliate Intercompany Claims in such Class and the Debtor Consolidated Claims against such holder shall be Allowed in an aggregate amount as agreed to by the Plan Proponents and the holder of the Allowed Designated Non-Debtor Affiliate Intercompany Claim, and such holder shall be entitled to receive its Pro Rata Share of Plan Consideration but solely to the extent the Consolidated Debtors receive distributions from the Designated Non-Debtor Affiliates on account of the Debtor Consolidated Claims without subordination, reduction or offset of any kind unless agreed to by the Plan Proponents or Plan Administrator, as applicable. Class 13A through 13n Impaired. Each holder of a Third- Designated Non-Debtor Party Guarantee Claim in Classes Affiliate Third-Party 13A through 13n is not entitled to Guarantee Claims a Distribution as a consequence of substantive consolidation; provided, however, that if a Class in Classes 13A through 13n votes to accept the Plan, each holder of an Allowed Third-Party Guarantee Claim in such accepting Class will be entitled to receive its Pro Share will be determined using an amount equal to 70% of such Allowed Third-Party Guarantee Claim, which amount will not be subject to further reduction as a consequence of substantive consolidation or Distributions received on account of the corresponding Primary Claim. Class 14 Impaired. Holders of Allowed Section 510(b) Claims Section 510(b) Claims in Class 14 will not receive any Distributions on account of such Allowed Section 510(b) Claims unless and until all holders of Allowed Claims other than Allowed Section 510(b) Claims are fully satisfied in the Allowed amount of such Claims, in which case each holder of an Allowed Section 510(b) Claim will receive its Pro Rata Section 510(b) Claim Share of remaining Plan Consideration. Class 15 Impaired. On the Effective Date, Equity Interests all Equity Interests in LBHI will be cancelled and one new share of LBHI's common stock will be issued to the Plan Administrator which will hold such share for the benefit of the holders of such former Equity Interests consistent with their former economic entitlements; provided, however, that the Plan Administrator may not exercise any voting rights appurtenant thereto in conflict with Article X of the Plan. Each holder of an Equity Interest in LBHI will neither receive nor retain any property or interest in property on account of such Equity Interests. Except for Classes 1, 2, 5, 14 and 15, all classes of claims and equity interests are entitled to vote on the restructuring plan. Meanwhile, each holder of an allowed administrative expense claim or allowed priority tax claim will receive cash from the consolidated Debtors. Implementation of the Plan Under the restructuring plan, a Plan Administrator will be designated by the Board of Directors as of the plan's "effective date." Effective date means the first business day on which the conditions to effectiveness of the restructuring plan have been satisfied or waived and on which the plan will become effective. The Plan Administrator will have the authority and right on behalf of the consolidated Debtors to implement all provisions of the restructuring plan subject to the oversight of the Board of Directors and without the need for court approval. The Plan Administrator will not be held liable for any acts or omissions in connection with his duties other than for gross negligence or willful misconduct. He will be indemnified by the consolidated Debtors for any losses incurred. Board of Directors As of the effective date of the plan, the existing Board of Directors will be terminated and a new Board of Directors will be selected consisting of seven members, three of which will be appointed by the ad hoc group of Lehman Brothers Creditors. The remaining members of the Board of Directors will be selected by a majority vote of allowed claims voting in favor of the restructuring plan. Any holder or group of holders aggregating not less than $2.5 billion in claims allowed as of the voting record date may nominate an individual for consideration. The ad hoc group of Lehman Brothers creditors may nominate additional individuals for consideration to serve as members of the new Board of Directors. To the extent any new Board of Directors position remains unfilled, the group will appoint an additional member. The new Board of Directors will have full discretion with respect to the continued retention or termination of any existing managers or advisors to the consolidated Debtors. Other Provisions The wind-down and liquidation of each of the consolidated Debtors' assets will occur over a period of three years after the effective date, subject to receiving a private letter or other equivalent guidance from the Internal Revenue Service permitting a longer period of time without adversely impacting the status of the restructuring plan for federal income tax purposes. In the discretion of the Plan Administrator, the consolidated Debtors may form new or utilize existing entities that will principally hold some of their existing assets. In connection therewith, the consolidated Debtors may create new securities for distribution under the restructuring plan. In the event that the Plan Administrator determines to make multiple types of new securities available to holders of allowed claims and equity interests, each of those holders will receive of each type of new security its Pro Rata Share, Pro Rata Senior Secured Claim Share, Pro Rata LBT Distribution Share, and Pro Rata Equity Share, as applicable. Each holder of a Non-Consolidated Intercompany Claim will have an allowed Non-Consolidated Intercompany Claim against a consolidated Debtor only if that holder (i) recognizes and honors each of the consolidated Debtors' and consolidated-Debtor- Controlled Entities' Claims, if any, against that holder as determined by the Bankruptcy Court without giving effect to subordination, recharacterization or offset and (ii) agrees not to set off the Allowed Non-Consolidated Intercompany Claim against any claim of a consolidated Debtor or consolidated- Debtor-Controlled Entity against that holder. Full-text copies of the Ad Hoc Group of Lehman Brothers Creditors' proposed restructuring plan and disclosure statement are available for free at: http://bankrupt.com/misc/LBHI_Planadhocgroup.pdf http://bankrupt.com/misc/LBHI_DSadhocgroup.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Court Denies Fogarazzo Advance From Insurance -------------------------------------------------------------- U.S. Bankruptcy Judge James Peck has denied a motion filed by a group led by Lawrence Fogarazzo to allow advancement under Lloyd's of London's insurance policy. Lloyd's is one of the firms tapped by LBHI to provide insurance coverage to its former and incumbent directors and officers who are facing various lawsuits, some of which stemmed from the company's bankruptcy filing. The Fogarazzo-led group earlier moved to lift the automatic stay to allow advancement under Lloyd's policy to pay its claims against Lehman Brothers Inc. in a securities fraud action. Judge Peck ordered LBHI and Lloyd's to furnish the group with redacted copies of the termination and settlement agreements with respect to the company's indemnity policies, subject to their entry into a confidentiality agreement acceptable to the company and the insurance firm. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Edgewood Wants to Compel Return of Property ------------------------------------------------------------ Edgewood Management LLC seeks a court order directing Lehman Brothers Holdings Inc. to return the $505,936 of cash held as an open item in the company's account at Bank of America. The $505,936 was generated from the sale of Lehman Brothers Inc.'s shares of stock of Vestas Wind Systems, which Edgewood Management was holding for its client, Edgewood Growth Fund. The money was supposed to be wired to Edgewood Growth's custodian account at U.S. Bank. However, LBHI filed for bankruptcy protection in September 2008, and all its bank accounts including the BofA account were frozen. "The EGF cash is not property of the Debtors' estates and should be returned to EGF because LBHI has no legal or equitable title to the EGF cash other than title as a trustee under an express or constructive trust," says Edgewood Management's lawyer, Shaya Berger, Esq., at Dickstein Shapiro LLP, in New York. The Court will consider approval of the request at the hearing scheduled for December 15, 2010. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBI Trustee Okays Sharon Park Project Sale ----------------------------------------------------------- The trustee for Lehman Brothers Inc. asks the Bankruptcy Court to approve a stipulation for a modification of the automatic stay to facilitate the sale of a 636-unit multifamily residential rental development located at 5600 Chimney Rock Road, in Houston, Texas, commonly known as the Sharon Park Village Apartments. The Stipulation is entered into by Merrill Lynch Capital Services, Inc.; Merrill Lynch Portfolio Management, Inc.; Provident Foundation - BK Texas, LLC, a Delaware limited liability company; Provident Group - BK Arizona, LLC, a Delaware limited liability company; Provident Group - BK California, LLC, a Delaware limited liability company; Provident Affordable Housing - Georgia, L.L.C., a Louisiana limited liability company; Provident Affordable Housing Inc. (formerly known as Provident Housing Resources, Inc.), a California non-profit public benefit corporation; PHR Sharon Park Village L.L.C., a Louisiana limited liability company; and PHR Woodlands Properties L.L.C., a Louisiana limited liability company -- as the Borrowers; Barclays Capital Inc. and the LBI Trustee. PHR Sharon Park entered into purchase and sale agreement, dated September 13, 2010, with Sharon Park Holding Company, L.P., as purchaser, and Fidelity National Title Insurance Company, National Accounts Division, Atlanta Georgia, as escrow agent. Under the agreement, title to the Project will be transferred to the Purchaser for a purchase price of $8,750,000. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBSF Wins OK to Sell Stake in Libro Companhia -------------------------------------------------------------- Lehman Brothers Special Financing Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York for the sale of its debt and equity interest in Libro Companhia Securitizadora de Creditos Financeiros. Libro is a Brazil-based company formed to invest in fixed income and distressed assets in the Latin country. LBSF and a non- debtor affiliate LBI Group Inc. own all outstanding equity of Libro and certain notes it issued. LBSF and LBI Group propose to sell their debt and equity interest to Jive Investments Holding Ltd. for BRL27 million or more than US$15.8 million, of which about BRL6,241,700 will go to LBSF. LBSF will also get an additional BRL15,047,200 to be paid by LBI Group from its share of the purchase price. Under the deal, Jive Investments will assume the obligations and liabilities of LBSF and LBI Group. It will be paid 2% of the purchase price or approximately BRL540,000 as break-up fee if the deal does not push through and the sellers accept a better sale proposal. It will also be reimbursed up to US$50,000 for its expenses if the sale is not completed by March 31, 2011. The deal is formalized in a 51-page agreement, a copy of which is available at http://bankrupt.com/misc/LBHI_JIHAgreement.pdf Libro currently does not have employees and ongoing business. As of October 30, 2010, its only assets are three portfolios of fixed income and distressed assets, more than BRL31.1 million in cash, and a real property worth more than BRL7.3 million, according to court papers. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Settlement With European Administrators Approved ----------------------------------------------------------------- Lehman Brothers Holdings Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York of a new services agreement with the administrators of its European units. The agreement was hammered out to provide LBHI continued access to the information systems of its U.K.-based units to support the valuation and unwinding of derivatives trades that were booked through those information systems. The U.K.-based Lehman units include Lehman Brothers Europe Limited, Lehman Brothers International Europe, Lehman Brothers Holdings Plc and Lehman Brothers Ltd. These companies had been placed in administration following the bankruptcy filing of LBHI. LBHI previously entered into a transition services agreement with the administrators to unwind their assets in U.K. The TSA expired on November 14, 2010, prompting LBHI to seek for temporary extension of the TSA, on the condition that the company seeks approval of the new services agreement. Under the new agreement, the services to be provided to LBHI include systems access and data provision necessary for the company to continue unwinding derivatives trades that were originally booked through its London-based systems. The company will also be provided other data to support potential or ongoing litigation, alternative dispute resolution proceedings, among other things. A full-text copy of the new services agreement is available for free at http://bankrupt.com/misc/LBHI_NSAAdministrators.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LENOX CONDOMINIUM: Proposes to Sell Condo Units to Pay Claims ------------------------------------------------------------- The Lenox Condominium LLC submitted to the U.S. Bankruptcy Court for the Southern District of New York a proposed Plan of Reorganization and an explanatory Disclosure Statement. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. Votes are being solicited from unsecured creditors and Capital One N.A., a secured creditor. According to the Disclosure Statement, distributions to creditors will be funded from the sale of the Debtor's condominium units over a two-year period. The sales will be spearheaded by Halstead Property Development Marketing, LLC. The Debtor expects sales of the condo units will result in net income of between $14,500,000 to $16,000,000 in a two-year span. Payments and distributions to be made under the Plan will be distributed to the creditors from (a) the proceeds of the sale of the Debtor's property; (b) cash assets of the Debtor existing as of the effective date; (c) cash generated from operations following the Effective Date; and (d) other assets as may be identified by the Debtor. The net sale proceeds will be used as follows: (a) 82% of the proceeds to Capital One on account of its secured claim; (b) 5% to fund the Unsecured Creditor Fund; (c) fund all other classified or unclassified Claims; and (d) to finally fund sales commissions, marketing costs and general operations. Under the Plan, Capital One, which filed a $10,402,842 secured claim, will have its allowed claim paid in full with interest (interest will be calculated as the prime rate plus 1/2%) over a period of two years from the proceeds of the sale of Debtor's property. Capital One will receive 82% of the net sale proceeds of the sale of each of the Debtor's 18 condominium units, credited first to interest, then to principal. Capital One will retain its lien on the property until its secured claim is paid in full. Each holder of an allowed Class 3 Unsecured Claim will receive a pro rata share of the Unsecured Creditor Fund. A total of $1,276,310 in unsecured claims have been filed, however, this include the Board of Managers of The Lenox Condominium's $1,222,897 claim, which the Debtor believes is statutorily barred. In exchange for the guaranty by Uptown Partners, LLC, the sole member of the Debtor, of the distribution to the unsecured creditors, the holder of the allowed interests will retain its allowed interest in the Debtor in proportion as existed prior to the filing of the case. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LenoxCondominium_DS.pdf About The Lenox Condominium New York-based The Lenox Condominium LLC is in the real estate development business. It currently is the owner of 18 condominium units in a 77-unit, 12-story, full-service luxury condominium located on Lenox Avenue between 129th Street and 130th Street, in New York, New York. The Debtor's sole member is Uptown Partners LLC, but its day-to-day affairs are managed by its president, Lewis Futterman. The Company filed for Chapter 11 protection on March 17, 2010 (Bankr. S.D.N.Y. Case No. 10-11391). Robert R. Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., represents the Debtor. The Company estimated assets and debts at $10 million to $50 million. LIGHTHOUSE LODGE: Court Confirms Rival Bankruptcy Plan ------------------------------------------------------ Bankruptcy Judge Stephen L. Johnson denied confirmation of the Second Amended Plan of Reorganization of Lighthouse Lodge, LLC. The Court instead accepted a competing plan entitled Second Amended Plan of Liquidation filed by secured creditor ORIX Capital Markets, LLC. Debtor's Plan The Debtor's Plan was supported by Geneva Real Estate Investments, Inc. The Debtor's Plan provides for a sale or refinance of the Lighthouse Lodge by October 1, 2012. Pending that sale or refinance, the Debtor's existing management will operate the Lighthouse Lodge. The Debtor's Plan provides for payment in full on the effective date for unclassified claims and Class 1 priority claims. The Debtor's Plan provides for payments on the Class 2 ORIX claim amortized over 360 months at 9% interest, or $72,541.40 per month. ORIX retains its lien but the maturity of the loan is extended to October 1, 2012, in anticipation of the proposed sale or refinance. The Debtor's Plan deletes some reserve accounts (for maintenance and insurance) otherwise required by the loan documents. Class 2B, the Monterey County property tax claim, is to be paid "as incurred." Classes 3 and 3A -- personal property secured claim holders -- retain their liens and receive regular payments going forward. Class 4 is comprised of executory contract claims and the Debtor believes it has none of these. Class 5, general unsecured creditors, will share monthly payments that vary from $4,720 to $6,720, and will receive a lien on the Lighthouse Lodge that is subordinate to ORIX. Their claims will be paid in full at the time of sale or refinance if they have not been paid before that date. Class 6 is the Geneva Claim. Under the Second Modification to the Debtor's Plan, $3 million of this claim is treated as equity. The balance (estimated in the Debtor's Plan at $1.3 million, but actually $1.091 million as noted above) is to be paid at the time of the sale or refinance at 7% interest but is entitled to a lien on the Lighthouse Lodge that is junior to ORIX and the unsecured creditors' liens. ORIX Plan The ORIX Plan provides for a prompt sale of the Lighthouse Lodge by a liquidating agent nominated by ORIX. Pending that sale, the Lighthouse Lodge will be operated by a property management company. ORIX will provide funds to ensure that both the liquidating agent and the property manager are paid, but it will add those advances to its loan balance, and that balance will continue to accrue interest and late charges. The ORIX Plan proposes to pay in full on the effective date the unclassified claims, Class A1, and general priority claims. Class A2, gift certificate holders, may use their gift certificates at the Lighthouse Lodge until it is sold. After that, they will be paid the remaining balance in cash. Class B1 consists of the ORIX claim. This claim is impaired. Pending sale of the Lighthouse Lodge, the Class B1 claim will only be paid adequate protection payments equal to the amount due under the promissory note; if there are insufficient funds to make that payment, ORIX will only be paid the available cash. Class B2, a claim secured by personal property, will be treated as an unsecured creditor and paid in full. Class B3, other personal property secured claims, will be paid the full value of the security on the effective date, and any deficiency will be treated as an unsecured claim and paid in full. Class C1 consists of general unsecured claims. These will be paid in full on the effective date. Class C2 consists principally of the Geneva Claim. This claim is impaired and will only be paid if the price at which the Lighthouse Lodge sells is sufficient to pay the ORIX claim in full (including the addition of the unclassified, priority, and secured and unsecured claims in Classes A2, B2, B3, and C1). Finally, Class D consists of the member interests in the Debtor. These interests will only be paid any funds remaining after Class C2 has been paid. All advances by ORIX are to be added to its loan balance and will accrue interest at the default rate. The Debtor and Geneva objected to ORIX's Plan. ORIX objected to the Debtor's Plan. In addition, ORIX objected to the proof of claim filed by Geneva, arguing that it should be disallowed or subordinated to an equity position. The Court concludes that the ORIX Plan can be confirmed. The Debtor's Plan cannot be confirmed because it is not feasible under 11 U.S.C. Sec. 1129(a)(11) and does not satisfy the best interests test of 11 U.S.C. Sec. 1129(b). Geneva is allowed an unsecured claim of $1,091,000, but that claim is contractually subordinated to the claims of the estate's general unsecured creditors. A copy of the Court's December 14, 2010 Memorandum Decision is available at http://is.gd/j3Cyjfrom Leagle.com. About Lighthouse Lodge Headquartered in Pacific Grove, California, Lighthouse Lodge, LLC -- http://www.lhls.com/-- dba Lighthouse Lodge & Suites, offers cabin and motel accommodation. The Debtor filed for Chapter 11 protection (Bankr. N. D. Calif. Case No. 09-52610) on April 9, 2009. Hagop T. Bedoyan, Esq., at Klein, DeNatale, Goldner, et al. represents the Debtor in its restructuring efforts. In its summary of schedules, the Debtor listed $18,933,327 in assets and $14,773,201 in liabilities. LITHIUM TECHNOLOGY: Posts $3.7 Million Net Loss in Q3 2010 ---------------------------------------------------------- Lithium Technology Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $3.69 million on $1.47 million of sales for the three months ended September 30, 2010, compared with a net loss of $1.55 million on $3.02 million of sales for the same period last year. The Company's balance sheet at September 30, 2010, showed $8.52 million in total assets, $32.18 million in total liabilities, and a stockholders' deficit of $23.66 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?712c 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. LODGENET INTERACTIVE: PAR Investment Has 18.65% Equity Stake ------------------------------------------------------------ In a Schedule 13D filing with the Securities and Exchange Commission on December 6, 2010, PAR Investment Partners, L.P., disclosed that it paid an aggregate amount of approximately $19,778,500 to acquire beneficial ownership of 5,098,677 shares of LodgeNet Corporation beginning in June 2010, in the normal, ordinary course of business. The Shares are comprised of 2,850,000 shares of Common Stock and 8,500 shares of 10% Series B Convertible Preferred shares of the LodgeNet Corporation which are convertible into 2,248,677 shares of Common Stock at the option of the holder. As of November 18, 2010, PAR Investment Partners owned beneficially 5,098,677 shares of Common Stock representing approximately 18.65%, on an as-converted basis, of the shares of the Company's Common Stock outstanding as reported in publicly available information. As of November 18, 2010, PAR Group, through its control of PAR Investment Partners as general partner, had sole voting and dispositive power with respect to all 5,089,677 Shares owned beneficially by PAR Investment Partners on an as-converted basis, representing approximately 18.65% of the shares of the Company's Common Stock outstanding as reported in publicly available information. As of November 18, 2010, PAR Capital Management, through its control of PAR Group as general partner, had sole voting and dispositive power with respect to all 5,089,677 Shares owned beneficially by PAR Investment Partners on an as-converted basis, representing approximately 18.65% of the shares of the Company's Common Stock outstanding as reported in publicly available information. About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET), formerly LodgeNet Entertainment Corp. -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. The Company's balance sheet at Sept. 30, 2010, showed $454.88 million in total assets, $509.32 million in total liabilities, and a stockholder's deficit of $54.44 million * * * Lodgenet carries a 'B3' long term corporate family rating and a 'Caa1' probability of default rating, with 'stable' outlook, from Moody's. It has 'B' long term foreign and local issuer credit ratings, with 'stable' outlook, from Standard & Poor's. "In Moody's opinion, continued cautious investment from LodgeNet's hotel customers will hamper intermediate term growth in its core hospitality services business, and over the long term competing forms of entertainment will pressure this revenue stream as the company seeks to defend its relevance to both hotel operators and hotel guests. The B3 corporate family rating incorporates these weak growth prospects, mitigated somewhat by the company's moderately high financial risk profile and demonstrated capacity to generate positive free cash flow throughout challenging economic conditions, along with a measure of stability from the monthly fees it receives from hotels regardless of occupancy," Moody's said in October 2010. LOWELL JOBE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Lowell Alton Jobe 109 Sandy Hook Road Chanhassen, MN 55317 Bankruptcy Case No.: 10-49272 Chapter 11 Petition Date: December 17, 2010 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Gregory F. Kishel Debtor's Counsel: William A. Vincent, Esq. WILLIAM A. VINCENT PA 17736 Excelsior Blvd Minnetonka, MN 55345 Tel: (952) 401-8883 Fax: (952) 401-8889 E-mail: wavpatax@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb10-49272.pdf MACTEC INC: S&P Withdraws 'B+' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services said that it has withdrawn its ratings, including the 'B+' corporate credit rating, on Alpharetta, Georgia-based MACTEC Inc. at the company's request. MACTEC has refinanced its credit facility and has repaid the balance on its term loan due 2012. MAFCO WORLDWIDE: Moody's Withdraws 'B1' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service withdrew the B1 Corporate Family Rating for Mafco Worldwide Corporation and the B1 rating on its term loan due 2011. The action follows the repayment of the term loan. The last rating action on Mafco occurred on November 30, 2009, when Moody's affirmed the company's ratings and updated the loss given default estimates. Mafco Worldwide Corporation, headquartered in Camden, New Jersey, is the leading global producer of licorice products for use as tobacco flavor enhancing and moistening agents found in "American blend" cigarettes, moist snuff, chewing tobacco and pipe tobacco and through its Magnasweet(R) line of business sells licorice to the food, cosmetics and pharmaceutical industries for use as flavoring or masking agents. It is a wholly-owned subsidiary of M & F Worldwide Corporation and generated revenues of $106 million for the LTM ending September 30, 2010. MARSHALL & ILSLEY: S&P Puts 'BB+' Rating on CreditWatch Positive ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its 'BB+' long-term counterparty credit rating on Marshall & Ilsley Corp. and its 'BBB-' long-term counterparty credit rating on M&I's primary banking subsidiary, M&I Marshall & Ilsley Bank, on CreditWatch with positive implications. "The CreditWatch placement follows M&I's announcement that it has entered into a definitive agreement to be acquired by higher-rated Bank of Montreal (A+/Stable/A-1)," said Standard & Poor's credit analyst Robert Hansen. In this approximately $4.1 billion stock- for-stock transaction, BMO will also purchase M&I's Troubled Asset Relief Program preferred shares at par plus accrued interest, with full repayment to the U.S. Treasury immediately prior to closing. S&P expects the transaction, which has been approved by the BMO and M&I boards of directors, to close prior to July 31, 2011. The completion of the transaction is subject to regulatory approval and approval by M&I's shareholders. Given BMO's strong financial position and the signed agreement, S&P believes that there is a very high likelihood that the companies will complete the transaction. S&P thinks that the large decline in M&I's stock price in recent quarters, likely due to persistent net losses and large construction real estate exposures, made the company attractive from a valuation perspective. However despite weakness in its construction real estate loan portfolio, M&I has a good competitive market position in its home state of Wisconsin, but a fairly weak market position in the several other states in which it operates, in S&P's opinion. M&I Marshall & Ilsley Bank ranks first in Wisconsin, with an approximate 19% deposit market share as of June 2010. Outside of its commercial banking operations, M&I also operates a wealth-management business that is a small part of M&I, but represents an attractive growth opportunity, in S&P's view. S&P will likely equalize its ratings on M&I with those on BMO and its primary U.S. banking subsidiary when the acquisition is complete, depending on final legal structure. In the unlikely event that the acquisition is not completed, S&P would likely place its ratings on M&I on CreditWatch with negative implications to further review the company's operating and financial performance and strategic plans. MAYSLAKE VILLAGE: Court Junks Plan & Allows BofA Foreclosure ------------------------------------------------------------ Bankruptcy Judge John H. Squires denied confirmation of the Chapter 11 plan of reorganization filed by Mayslake Village- Plainfield Campus, Inc., and, instead, granted Bank of America, N.A.'s motion for relief from the automatic stay under 11 U.S.C. Secs. 362(d)(2) and (d)(3). The Lender seeks to proceed with a mortgage foreclosure action against the Debtor's property. The Lender points out that (1) the Plan lacks a realistic possibility of being confirmed; (2) the case meets the definition of the term "single asset real estate" for purposes of 11 U.S.C. Sec. 101(51B); and (3) the Debtor has not commenced any monthly interest payments as required by Sec. 362(d)(3). The Debtor is an Illinois not-for-profit corporation that owns real estate in Plainfield, Illinois, improved with a 186-unit senior housing facility, known as Cedarlake Village, that provides moderate-cost housing for lower income senior citizens. The Debtor owes the Lender $30,129,134 on construction notes used to finance the acquisition and construction of the Property. The Plan provides that all allowed claims are to be paid in full, with unsecured claims to be paid from unencumbered cash in five monthly installments beginning upon the effective date of the Plan after confirmation. The Lender's claims against the Debtor are arranged in two classes and are to be paid in full from the net earnings of the Debtor from the Property over a term no longer than 25 years. The first claim (Class 2) totals $27,003,000 and represents the unpaid principal owed on the Construction Notes. The second claim (Class 3) is for $3,160,791 in unpaid prepetition accrued interest on those Notes. The monthly Plan payments to the Lender are based on an annual interest rate of 3.25% on the Class 2 claim and are to commence in January 2013 through the maturity date of December 31, 2035. The Plan also provides for payment to the Lender for a claim owed by the Affiliate to the Lender for the Completion Line of Credit (Class 7). That claim is to be paid in the principal amount of $1,523,893 plus interest at an annual rate of 5.0%. (The Affiliate filed a $1,543,884 unsecured claim in this case. Under the Plan, claims are to be paid in this order: (1) all current interest on the Class 7 claim (the current monthly interest accruing on the Completion Line of Credit); (2) all current interest on the Class 2 claim (the current monthly interest accruing on the Construction Notes); (3) all unpaid Class 2 accrued interest (the accrued interest on the Construction Notes); (4) the Class 3 claim (the pre-petition accrued interest on the Construction Notes); (5) the Class 7 principal claim (the outstanding principal of the Completion Line of Credit); and (6) the Class 2 principal claim (the outstanding principal amount of the Construction Notes). A copy of Judge Squires' December 7, 2010 Memorandum Opinion is available at http://is.gd/j3LV8from Leagle.com. Mayslake filed for Chapter 11 bankruptcy in 2009 in Chicago (Bankr. N.D. Ill. Case No. 09-43338). The Company listed assets and liabilities of between $10 million and $50 million. Bank of America in August 2009 commenced foreclosure proceedings against Mayslake. The Bank requested a receiver to be appointed for the company on Sept. 10, 2009. MCCLATCHY CO: S&P Raises Corporate Credit Rating to 'B' ------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit on Sacramento, California-based The McClatchy Co. to 'B' from 'B-'. The upgrade reflects the significant current and expected moderation in the pace of ad revenue declines in 2010 and 2011 and improving debt leverage and discretionary cash flow. S&P also revised its recovery rating on the company's first-lien senior secured credit facilities and first-lien notes to '2' from '3'. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%) recovery for lenders in the event of a payment default. S&P also raised its issue-level rating on this debt to 'B+', one notch higher than its 'B' corporate credit rating on the company, from 'B-', in accordance with its notching criteria for a '2' recovery rating. The first-lien senior secured recovery rating revision reflects the expected early repayment of all term debt by year-end 2010, which improves recovery prospects for secured lenders in S&P's simulated default scenario. In addition, S&P raised its issue-level ratings on the company's unsecured debt originally issued by Knight Ridder Inc. to 'CCC+' from 'CCC'. "The 'B' corporate credit rating on McClatchy reflects S&P's expectation of further moderation in ad revenue declines in the fourth quarter of 2010 and a recovery in full year 2010 EBITDA," said Standard & Poor's credit analyst Hal F. Diamond. S&P has factored into the current rating S&P's forecast of a 6% revenue decline in 2010 and a 13% EBITDA increase. While S&P's forecast is based on the significant cost reductions that have already been achieved, cost comparisons for the fourth quarter will become more difficult. "In 2011, S&P believes revenue could decline at a low- to mid- single-digit percent rate due to moderating print ad revenue declines," added Mr. Diamond, "and that EBITDA could decline at a high-single-digit pace absent additional cost cuts." S&P expects McClatchy to perform in line with its thresholds for the rating, including adjusted leverage at between 5x and 6x. McClatchy's business risk profile is weak, in S&P's opinion, reflecting the company's dependence on print advertising revenues and long-term secular challenges related to newspaper market share erosion toward online and other forms of advertising. The company has a highly leveraged financial profile, in S&P's view, due to high debt to EBITDA. MEDSCI DIAGNOSTICS: SIF's Motion for Stay Pending Appeal Denied --------------------------------------------------------------- Judge Enrique S. Lamoutte denies the State Insurance Fund Corporation's motion to stay proceedings pending appeal from the Court's November 24, 2010 opinion and order concluding that the CONTRACT FOR THE PROVISION OF DIAGNOSTIC TESTING AT INSTALLATIONS OF THE CORPORATION FOR THE REGIONS OF CAROLINA, MAYAGUEZ, PONCE AND THE INDUSTRIAL HOSPITAL between MedSci Diagnostics, Inc., and the SIF was not null and void. Judge Lamoutte says the balancing of harm also favors MedSci. If the stay is granted the Debtor's source of revenue ceases, as well as its existence. On the other hand, the services now being provided by MedSci would have to be provided by some other person, a professional services corporation as the SIF now contends. Thus, the SIF's expense or harm is far outweighed by the Debtor's harm. A copy of the Court's December 16, 2010 Opinion and Order is available at http://is.gd/j3dxgfrom Leagle.com. San Juan, Puerto Rico-based Medsci Diagnostics, Inc., filed for Chapter 11 bankruptcy protection on June 6, 2010 (Bankr. D. P.R. Case No. 10-04961). Edgardo Munoz, Esq., at Edgardo Munoz, PSC, assists the Debtor in its restructuring effort. The Company disclosed $57,900,732 in total assets and $6,770,211 in total debts in its schedules. METRO-GOLDWYN-MAYER: Restructuring Plan Becomes Effective --------------------------------------------------------- Metro-Goldwyn-Mayer Inc.'s restructuring has become effective, with exit financing of $500 million in place. The company's "pre- packaged" plan of reorganization was confirmed on December 2, 2010, by the U.S. Bankruptcy Court for the Southern District of New York. "MGM is emerging from one of the most challenging periods of its storied history. We are honored and inspired at the opportunity of leading one of Hollywood's most iconic studios into its next generation of unforgettable filmmaking, global television production and distribution, and aggressively pursuing, developing and exploiting new digital entertainment platforms," said Gary Barber and Roger Birnbaum, Co-Chairmen and Chief Executive Officers of MGM. "Beginning now, MGM is a stronger, more competitive company, with a solid financial foundation and a bright future. We look forward to working with MGM's dedicated employees to build upon this company's legacy." MGM has a significantly improved financial position with secured lenders exchanging approximately $5 billion, including accrued interest and fees, for most of the equity in the company. As part of its exit financing, MGM raised $500 million to fund operations, including production of a new slate of films and television series. JPMorgan arranged MGM exit financing. About Metro-Goldwyn-Mayer Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro-Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro- Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Excluding certain adjustments made by the Company in accordance with GAAP, the Debtors' total outstanding liabilities would be $5,766,721,000, which includes the total face value of outstanding principal and accrued, but unpaid, interest under the Credit Agreement and interest rate swap agreements. Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, serves as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP is the legal counsel. Moelis & Company is the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, is the Debtors' management service providers. METRO-GOLDWYN-MAYER: Hunts for Talent to Reposition Studio ---------------------------------------------------------- Claire Atkinson and Josh Kosman at The New York Post reported late last week that the new chiefs of Metro-Goldwyn-Mayer Inc. -- Hollywood executives Gary Barber and Roger Birnbaum -- are looking for senior management to help reposition the studio and revive production on two large-scale films, the 23rd "James Bond" installment and the long-delayed "The Hobbit." According to the report, Messrs. Barber and Birnbaum are searching for a president to help lead the studio and are talking to Qualia Capital's Ken Shapiro as well as other Hollywood veterans, sources told The NY Post. "He is a candidate," one insider said. The Post adds that MGM will also need to hire a head of production, a role previously filled by Mary Parent, who exited shortly before the studio filed a prepackaged bankruptcy plan on Nov. 3 that wiped out some $5 billion of debt. As part of the plan, JPMorgan Chase agreed to provide a $500 million loan facility to fund MGM's operations and productions, the Post said. The Post relates that while insiders say the studio is set for now, some bankers believe it won't be long before MGM will have to raise additional funds. The 23rd James Bond alone could cost as much as $200 million to produce. "I suspect its deeply possible they'll look for additional financing," said Stephen Prough, a founder of Salem Partners, an investment bank specializing in media and entertainment. "They have been very successful at getting money on Wall Street. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro-Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro- Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Excluding certain adjustments made by the Company in accordance with GAAP, the Debtors' total outstanding liabilities would be $5,766,721,000, which includes the total face value of outstanding principal and accrued, but unpaid, interest under the Credit Agreement and interest rate swap agreements. Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" reorganization plan. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, serves as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP is the legal counsel. Moelis & Company is the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, is the Debtors' management service providers. METRO-GOLDWYN-MAYER: Starts Laying Off Staffers ----------------------------------------------- The Los Angeles Times' Ben Fritz reported Friday that Metro- Goldwyn-Mayer has started laying off staffers. As many as 50 people out of the studio's 400 employees were let go Friday, the LA Times said. According to the LA Times, a person familiar with the matter said most of the cuts are coming from theatrical distribution, marketing and post-production,. They would have little to do, as MGM won't begin releasing movies again until 2012. The LA Times noted that in MGM's bankruptcy filing in November, MGM said it would slim down to about 320 employees in 2011. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro-Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro- Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Excluding certain adjustments made by the Company in accordance with GAAP, the Debtors' total outstanding liabilities would be $5,766,721,000, which includes the total face value of outstanding principal and accrued, but unpaid, interest under the Credit Agreement and interest rate swap agreements. Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, serves as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP is the legal counsel. Moelis & Company is the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, is the Debtors' management service providers. MICHELE HUYNH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Michele Thi Huynh aka Dung T. Huynh 1611 Peachwood Drive San Jose, CA 95132 Bankruptcy Case No.: 10-62883 Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Drew Henwood, Esq. LAW OFFICES OF DREW HENWOOD 41 Sutter Street, #621 San Francisco, CA 94104 Tel: (415) 362-7412 E-mail: dfhenwood@aol.com Scheduled Assets: $735,975 Scheduled Debts: $1,665,828 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-62883.pdf MIRANT AMERICAS: Fitch Affirms 'B+' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating of Mirant Americas Generating, LLC, at 'B+' and upgraded the rating of its unsecured debt to 'B+/RR3' from 'B/RR5'. The ratings have been removed from Rating Watch Positive and assigned a Stable Rating Outlook. The merger of GenOn Energy, Inc. (formerly known as RRI Energy, Inc.) and Mirant Corporation was consummated on Dec. 3, 2010. Funds to discharge certain secured and unsecured debt of Mirant North America LLC were placed into escrow to facilitate the redemption of the MNA debt on Jan. 3, 2011. The discharge of the MNA debt will improve the security position of MAG's unsecured bondholders in the capital structure and improves their expected recovery in the event of a default. The ratings of MAG were put on Rating Watch Positive pursuant to the announcement of merger between RRI Energy and Mirant Corporation (Mirant; IDR rated 'B+' by Fitch) on April 12, 2010, based on the anticipated discharge of MNA debt upon completion of the merger. The Positive Watch considered the improvement in the security position of MAG's unsecured holders once the MNA notes were discharged. Fitch forecasts that cash flow at GenOn will remain under pressure in the near term in a market environment of low commodity price and low electricity demand. Reflecting these market conditions, the credit metrics for the 12 months ending Sept. 30, 2010 for RRI and Mirant were weak. Interest coverage ratios of EBITDA/interest were 2.1 times for RRI and 2.8x for Mirant. Leverage, measured by debt/EBITDA was 5.0x for RRI and 4.4x for Mirant. Going forward, GenOn has sufficient liquidity to manage capital expenditures and debt maturities in the near to intermediate term. As of Sept. 30, 2010, the combined cash and cash equivalents were around $2.8 billion. The company expects to achieve approximately $150 million in annual cost synergies and plans to follow Mirant's hedging strategy which should improve the credit metrics and cash flow stability. Fitch expects that by 2012 all the cost synergies will be realized and credit metrics should improve. Fitch projects GenOn's 2013 EBITDA/interest ratio to improve to around 3x and debt/EBITDA should be between 4x-5x. Fitch assigns Recovery Ratings to issuers with IDRs in the 'B' category or below. For competitive generating companies like MAG, Fitch generates a theoretical distressed enterprise value based on the projected net present value of EBITDA. Based on Fitch's NPV of EBITDA based enterprise value, the 'RR3' rating on MAG's unsecured notes indicates average recovery prospects in a default situation (51%-70%). However, ratings are constrained as future financings may subordinate this debt in the capital structure. M.O.J. HOSPITALITY: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: M.O.J. Hospitality, LLC aka Comfort Suites 4214 Roth Drive Missouri City, TX 77459 Bankruptcy Case No.: 10-41466 Chapter 11 Petition Date: December 16, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Pete W. Weston, Esq. WESTON AND ASSOCIATES PLLC 5001 Bissonnet, Ste 200 Bellaire, TX 77401 Tel: (713) 623-4242 Fax: (713) 623-2042 E-mail: mail@westonlegal.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 Habib Wanker, member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Habbib Wanker and Meher Wanker 10-41234 12/6/2010 MOLECULAR INSIGHT: Shares Trading to Be Transferred to OTCQB ------------------------------------------------------------ Molecular Insight Pharmaceuticals, Inc. disclosed that trading of shares of the Company's common stock will be transferred from the Nasdaq Global Market to the OTCQB(TM) Marketplace effective Tuesday, December 21, 2010. As previously disclosed on the Company's filings with the Securities and Exchange Commission, on December 10, 2010, the Company received notification from Nasdaq that due to its filing of a petition for protection under Chapter 11 of the U.S. Bankruptcy Code, trading of the Company's common stock will be suspended at the opening of business on December 21, 2010, and that the Company's common stock will be delisted from the Nasdaq Stock Market that same day pursuant to Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1. Today, the Company has been advised by Pink OTC Markets, Inc., which operates an electronic quotation service for securities traded over-the-counter ("OTC"), that its securities are immediately eligible for quotation on the OTCQB. The OTCQB is a market tier for OTC-traded companies that are registered and reporting with the Securities and Exchange Commission. The Company has also been advised that its shares will trade under the symbol MIPIQ. Investors will be able to view real-time stock quotes for MIPIQ at http://www.otcmarkets.com. About Molecular Insight Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company that provides services on the detection and treatment of various forms of cancer and other life-threatening diseases. The Debtor disclosed $36,453,000 in total assets and $198,829,000 in total debts as of September 30, 2010. Molecular Insight filed for Chapter 11 bankruptcy protection on December 9, 2010 (Bankr. D. Mass. Case No. 10-23355). 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. Omni Management Group, LLC, is the claims, and balloting agent. MONEYGRAM INT'L: Preferred Stock May Be Converted, Sold in Market ----------------------------------------------------------------- MoneyGram International has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission relating to the resale from time to time by selling stockholders of: (i) 366,388,463 shares of common stock, par value $0.01 per share, issuable upon conversion of Series B Participating Convertible Preferred Stock, par value $0.01 per share, assuming accrual of dividends on the B Stock through March 25, 2013 (at which date the ability to accrue dividends in lieu of currently paying such dividends in cash expires), and (ii) 201,698,699 shares of common stock, par value $0.01 per share, issuable upon conversion of our Series B-1 Participating Convertible Preferred Stock, par value $0.01 per share to Series D Participating Convertible Preferred Stock, par value $0.01 per share followed by the subsequent conversion of the Series D Stock, assuming accrual of dividends on the B-1 Stock through March 25, 2013. The offered securities are being registered to permit the selling stockholders to sell the offered securities from time to time through ordinary brokerage transactions or through any other means described in this prospectus. The price at which the selling stockholders may sell the offered securities will be determined by the prevailing market for the offered securities or in negotiated transactions that may be at prices other than prevailing market prices. The Company is not selling any securities under this prospectus and will not receive any proceeds from the sale of securities offered by the selling stockholders. The Company's common stock is listed on the New York Stock Exchange under the symbol "MGI." The last reported sales price of our common stock on December 9, 2010 was $2.60. The registration statement is required by the terms of the Company's registration rights agreement with its majority shareholders, and the registration statement would permit these shareholders to offer and sell common stock representing the shares into which their current preferred stock interests are convertible. A copy of the Prospectus is available at: http://researcharchives.com/t/s?7141 About MoneyGram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a leading global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company's balance sheet as of June 30, 2010, showed $5.461 billion in total assets, $5.450 billion in total liabilities, $929.2 million in total mezzanine equity, and a stockholders' deficit of $918.0 million. * * * According to the Troubled Company Reporter on July 1, 2010, Fitch Ratings has affirmed the Issuer Default Ratings for MoneyGram International Inc. and MoneyGram Payment Systems Worldwide, Inc., at 'B+'. Outlook is stable. Fitch noted that the ratings could be negatively impacted by further declines in remittance volumes driven by macro economic factors or decreases in migrant labor populations worldwide. MONEYGRAM INT'L: To Sell Up to $500 Mil. of Common Stock -------------------------------------------------------- MoneyGram International (NYSE: MGI) announced December 14 its filing of a shelf registration statement on Form S-3 with the Securities and Exchange Commission. The Company said that aside from allowing, shareholders to offer and sell common stock representing the shares into which their current preferred stock interests are convertible, the registration statement would also permit MoneyGram to offer and sell up to $500 million of its common stock, preferred stock, debt securities or any combination of these, from time to time, subject to market conditions and the Company's capital needs. The shelf registration statement does not contemplate a particular transaction, and any offering may be made only by means of the prospectus included in the registration statement, as supplemented by one or more related prospectus supplements with respect to the offering. Proceeds from an offering could be used for a number of general corporate purposes as determined at the time of an offering. The registration statement is subject to review by the SEC and has not yet been declared effective by the SEC. Accordingly, the securities covered by the registration statement may not be sold nor may offers to buy be accepted prior to the time that registration statement becomes effective. A copy of the Prospectus is available at: http://researcharchives.com/t/s?7141 Financial Information Pursuant to Rule 3-10 of Regulation S-X promulgated by the SEC, the Company is required to provide certain condensed consolidating financial information relating to the Company, the Guarantor Subsidiaries and the subsidiaries of the Company that are not named in the Registration Statement as Guarantor Subsidiaries. Accordingly, the Company is filing this Current Report on Form 8-K to add: i) Note 19 to its audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 15, 2010, and ii) Note 18 to its unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, filed with the SEC on November 5, 2010. To reflect the addition of Note 19 to the Company's audited consolidated financial statements included within the 2009 10-K and Note 18 to the Company's unaudited consolidated financial statements included within the 2010 Third Quarter 10-Q, the Company has amended such financial statements in their entirety. A full-text copy of the update to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, is available for free at http://ResearchArchives.com/t/s?710d A full-text copy of the update to the Quarterly Report on Form 10- Q for the quarterly period ended September 30, 2010, is available for free at http://ResearchArchives.com/t/s?710e About MoneyGram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a leading global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company's balance sheet as of June 30, 2010, showed $5.461 billion in total assets, $5.450 billion in total liabilities, $929.2 million in total mezzanine equity, and a stockholders' deficit of $918.0 million. * * * According to the Troubled Company Reporter on July 1, 2010, Fitch Ratings has affirmed the Issuer Default Ratings for MoneyGram International Inc. and MoneyGram Payment Systems Worldwide, Inc., at 'B+'. Outlook is stable. Fitch noted that the ratings could be negatively impacted by further declines in remittance volumes driven by macro economic factors or decreases in migrant labor populations worldwide. MONEYGRAM INTERNATIONAL: S&P Keeps 'B+' Counterparty Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'B+' long-term counterparty credit rating on MoneyGram International. At the same time, the outlook was revised to stable from negative. "The rating action reflects the stabilization of MoneyGram's financial performance since its recapitalization in March 2008," said Standard & Poor's credit analyst Rian M. Pressman, CFA. In particular, generally accepted accounting principles net income was positive for the 12 months ended Sept. 30, 2010 (with an average of almost $9 million earned per quarter) and was essentially breakeven in 2009. This contrasts with 2007 and 2008, when the company incurred substantial net losses driven by its float investment portfolio. Nevertheless, GAAP profitability remains materially lower than pre-financial crisis levels, when net income averaged about $30 million per quarter (measured from first-quarter 2005 thru third-quarter 2007). The firm has refined its strategy under CEO Pamela Patsley (appointed in September 2009) and a new management team. MoneyGram has focused on its core Global Funds Transfer business by strengthening operations, driving efficiencies, and enhancing its product set. Its money-transfer franchise continues to expand rapidly, particularly in international markets. The rating continues to be limited by the high leverage associated with MoneyGram's recapitalization. Positively, management has used excess cash flow proactively to prepay debt under its senior credit facility. (A total of $352 million in debt has been repaid since January 2009.) However, under S&P's corporate criteria for rating hybrid capital, all of the firm's convertible preferred mezzanine equity is counted as debt. Moreover, the balance of preferred equity has been growing, as the firm continues to accrue dividends. At Sept. 30, 2010, MoneyGram's ratio of debt to adjusted EBITDA was 6.6x -- high for the current rating. The stable outlook reflects S&P's expectation that MoneyGram's strategic initiatives will continue to strengthen its franchise and improve financial performance. Positive ratings movement is limited by the firm's high leverage. S&P could lower the rating if financial performance erodes or if management fails to address medium-term debt maturities proactively. (Tranche A and Tranche B of the firm's senior secured credit facility mature in 2013; approximately $137.2 million is currently outstanding.) MORGAN STANLEY: S&P Downgrades Preferred Stock Rating to 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed the long- term issuer credit rating on Morgan Stanley at 'A' and the short- term rating at 'A-1'. At the same time, S&P revised the stand- alone credit profile to 'bbb+' from 'bbb', and lowered the ratings on the hybrids, including preferred stock, to 'BB+' from 'BBB'. "The SACP revision reflects the consistent and ongoing improvement the company has made in its capital and liquidity levels, plus the derisking of the business profile over the preceding quarters," said Standard & Poor's credit analyst Kenneth Frey. Concerning capital, S&P note that Morgan Stanley's (Risk Adjusted Capital Framework) RACF ratio is above the average of the U.S. large financial institutions, which as of Sept. 30, 2010, was 6.1% before diversification and 7.5% after diversification. An important part of this derisking is the wealth and asset management businesses, which serve to dampen the volatility of investment banking. The downgrade of the preferred stock is consistent with the global standard of at least a three-notch difference between the SACP and the preferred rating, and it is now in line with global peers and criteria. S&P expects that Morgan Stanley will continue to hold capital and liquidity in excess of similarly rated commercial bank peers. S&P believes Morgan Stanley's focus on investment banking lends more volatility and risk to its business model compared with its commercial banking peers, and comparative ratios need to reflect this business risk. S&P also believes that Morgan Stanley will continue to derisk its portfolio and improve overall profitability, most notably the wealth management and asset management businesses. Standard & Poor's first introduced the concept of extraordinary support for the U.S. banks during the fourth quarter of 2008. At that time, S&P said that the support is temporary and S&P expects the stand-alone credit profiles and issuer credit ratings to converge, reflecting the progressively decreasing expectation of government support as stability returns to the markets and existing funding and capital support programs run off. The outlook remains negative as S&P evaluates the uplift S&P gives in the ratings for expectations of government support for U.S. banks. S&P is mindful that a key intent of the Dodd-Frank legislation is to eliminate taxpayer bailouts of systemic financial institutions, but S&P also recognizes there are practical reasons why support may be maintained. The reduction of one notch of ratings uplift with this review is an interim step in S&P's analytical process. MOTOROLA INC: S&P Retains CreditWatch Positive on 'BB+' Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB+' corporate credit rating on Motorola Inc. is unchanged and remains on CreditWatch Positive, where it was placed on Sept. 2, 2010. "When Motorola effects its separation, expected on Jan. 4, 2011," said Standard & Poor's credit analyst Lucy Patricola, "S&P will raise its corporate credit rating on the company to 'BBB' from 'BB+' and assign a stable outlook." The higher rating will incorporate S&P's view that the business risk profile of the new Motorola Solutions is satisfactory, based on the stability of its markets, the high priority of its public safety solutions, and the high barriers to entry that protect its competitive position. S&P calculates that leverage at separation will be high for the rating, with adjusted debt to EBITDA in the mid- to high-3x area, but expects the company to reduce debt and debt-like obligations by about $2.25 billion by the end of 2012. S&P believes that management is committed to deploying existing liquidity to reduce funded debt or debt-like equivalents to meet a leverage target of fully adjusted debt to EBITDA in the low-2x area within the next two years. "S&P will view the business profile of Solutions as satisfactory," added Ms. Patricola, "and it reflects stable industry characteristics and very strong, leadership market shares in standards-based private networking systems." Offsetting weaknesses consist of low growth prospects in many of the company's markets, concern over municipal government budget pressures, and technological evolution. MOUNTAIN NATIONAL: Defers Payments on Trust Preferred Shares ------------------------------------------------------------ On Dec. 14, 2010, Mountain National Bancshares, Inc., exercised its rights to defer regularly scheduled interest payments on all of its issues of junior subordinated debentures having an outstanding principal amount of $13 million, relating to outstanding trust preferred securities. Under the terms of the trust documents associated with these debentures, the Company may defer payments of interest for up to five years without default. Based in Sevierville, Tenn., Mountain National Bancshares, Inc., is a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. Mountain National provides a full range of banking services through its banking subsidiary, Mountain National Bank, with eight branches in Tennessee. Following its most recent examination by the Office of the Comptroller of the Currency in the first quarter of 2010, the Bank has sought to further improve its strategic, capital and liquidity planning, reviewed the results of a management study, further improved its policies on recognition of non-accrual loans, incorporated a historical loss rates migration analysis into its quarterly determination of the allowance for loan losses and further refined its credit policies and credit review process. Although the Bank has instituted a number of improvements to its practices in an effort to comply with the terms of the formal written agreement, the OCC has recently advised the Bank that because of its continuing high levels of problem assets and credit administration weaknesses, it was likely that the Bank would be subject to further formal enforcement action that would likely contain among other provisions requirements similar to those currently contained in the existing minimum capital commitment that the Bank made to the OCC in connection with the Bank's entering into the formal written agreement, requiring the Bank to maintain a minimum Tier 1 capital to average assets ratio of 9% and a minimum total capital to risk-weighted assets ratio of 13%. As a result of such requirements being included in a formal enforcement action, the Bank will be deemed not to be "well capitalized" under the applicable federal banking regulations even if the Bank's actual capital ratios exceed those required to be considered "well capitalized' under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvements Act or those that it is required to maintain in the formal enforcement action. As a result, the Bank will be required to seek approval of the FDIC before it can accept, renew or roll over brokered deposits or pay interest on deposits above certain federally established rates. At Sept. 30, 2010, the bank holding company's balance sheet showed $584 million in assets and 536 million in liabilities. MOVIE GALLERY: Sells Video Library for $450,000 ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Video Library business that belonged to liquidated Movie Gallery Inc. is to be sold for $450,000 to E.T. Video Inc. The money will go to the first-lien lenders under the liquidating Chapter 11 plan that was implemented on Nov. 18. The Video Library business provides fixtures and products on consignment to convenience store operators in rural areas. The assets included an inventory of 50,000 DVDs at 80 locations plus intellectual property. About Movie Gallery Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 bankruptcy protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private- investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants served as claims and notice agent. MY US LEGAL: $60 Mil. Lawsuit Prompts Bankruptcy Filing ------------------------------------------------------- US Loan Auditors announced in its Web site, "Due to a recent order by a Sacramento Judge, and new legislation that will become effective January 1st, 2011 US Loan Auditors has had to close its doors, and close down the business entirely. Due to these changes in legislation, US Loan Auditors will not reopen." Sacramento Business Journal reported that US Loan Auditors filed for Chapter 11 bankruptcy reorganization on Dec. 2 in Sacramento, California. The list of Chapter 11 cases filed with the U.S. Bankruptcy Court for the Eastern District of California, however, shows that only affiliate My US Legal Services, Inc., has filed for Chapter 11. Business Journal said that the filing came after a $60 million lawsuit filed against US Loan Auditors and My US Legal Services in October by Attorney General Jerry Brown. The suit also targets five people in the companies, including two attorneys. The suit seeks civil penalties, restitution for victims, and permanent injunctions against the companies and the defendants. The companies offered homeowners audits of their loans to find grounds to file predatory lending lawsuits against lenders. Brown called the business a scam. My Us Legal Services, Inc., filed for Chapter 11 protection on Dec. 2, 2010 (Bankr. E.D. Calif. Case No. 10-51750). W. Austin Cooper, Esq., represents the Debtor. The Debtor estimated assets of up to $50,000 and debts of $50,000 to $100,000 in its Chapter 11 petition. A copy of the petition, together with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/caeb10-51750.pdf NELSON LEASING: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Nelson Leasing 170 Shepard Avenue, #A Wheeling, IL 60090-6093 Bankruptcy Case No.: 10-55501 Chapter 11 Petition Date: December 16, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Gerald F. Munitz, Esq. BUTLER RUBIN SALTARELLI AND BOYD 70 W. Madison, Suite 1800 Chicago, IL 60602 Tel: (312) 696-4495 Fax: (312) 444-9294 E-mail: gmunitz@butlerrubin.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-55501.pdf The petition was signed by Scott R. Nelson, partner. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- H.H. Holmes Testing Laboratories, Inc. 10-55500 12/16/10 NICOLAS MARSCH: Lennar and KBR Loan Will Fund Plan Payments ----------------------------------------------------------- Lennar Corporation and Lennar Homes of California, Inc., submitted to the U.S. Bankruptcy Court for the Southern District of California a proposed Chapter 11 Plan and an explanatory Disclosure Statement for Nicolas Marsch III, Briarwood Capital, LLC, Colony Properties International, LLC, and Colony Properties International II, LLC. The Plan is also supported by KBR Group, LLC, KBR Opportunity Fund I, LP and KBR Opportunity Fund II, LP, which has agreed with Lennar to seek confirmation of the Plan. The Plan Proponents are among the most substantial creditors of the Debtors. The Plan proponents will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for separate treatment for creditors against each of the Debtors' estates based upon the assets of the particular estate. The Plan does not provide for substantive consolidation. The Plan for the Briarwood and Marsch Estates provides that Lennar will loan the estates an amount up to $750,000 which will be used by a Plan Administrator, selected by the Plan Proponents, to pay Allowed Administrative and Priority Claims against the estates and to pursue assets that have either been hidden by Mr. Marsch and Briarwood or transferred by the Debtors in transactions that can be avoided under the Bankruptcy Code. After repayment of the Lennar Loan, proceeds collected for the benefit of the Marsch estate will be distributed by the Plan Administrator to creditors with Allowed Unsecured Claims against the Marsch estate so that each creditor receives a pro rata share of the recoveries. The same is true for Briarwood-creditors with Allowed Unsecured Claims against the Briarwood Estate will receive a pro rata share of whatever assets the Plan Administrator receives for the benefit of the Briarwood Estate, after the Plan Administrator has repaid the Lennar Loan. The Plan also provides that the Marsch estate will receive a minimum of $450,000 on account of the MRP Claims (net of costs and fees incurred by the Plan Administrator in pursuing the MRP Claims) for distribution to creditors with Allowed unsecured Claims against Marsch (Claims in Classes A-3 and A-4). This minimum amount is assured by the provisions of the Plan that provide that if the Plan Administrator has not received at least this sum by six months after the Effective Date, Lennar will promptly pay any shortfall to the Plan Administrator for distribution to creditors with Allowed Claims in Classes A-3 and A-4. The Plan with respect to Colony I and Colony II provides for the payment in full of all Allowed Unsecured Claims. KBR will loan the Plan Administrator $150,000 on the same terms as the Lennar Loan. The Plan Administrator will use this loan to pay the costs of administration and to make distributions to creditors with Allowed Priority and Unsecured Claims against Colony I and Colony II. On account of its secured claims against Colony I and Colony II of approximately $7 million, KBR I will retain its existing note and existing security documents that encumber the real and personal property owned by Colony I and Colony II and KBR will receive all the equity in Reorganized Colony I and Reorganized Colony II. Colony I and Colony II, as reorganized, will be discharged of all claims except for the note owed to KBR I. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/BRIARWOODCAPITAL_CreditorDS.pdf Lennar Corporation and Lennar Homes of California, Inc., are represented by: Ben H. Logan, Esq. O'MELVENY & MYERS LLP 400 South Hope Street Los Angeles, CA 90071 Tel: (213) 430-6000 Fax: (213) 430-6407 Daniel M. Petrocelli, Esq. O'MELVENY & MYERS LLP 1999 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 Tel: (310) 246-6850 Fax: (310) 246-6679 Christopher Celentino, Esq. DUANE MORRIS LLP 101 West Broadway, Suite 900 San Diego, CA 92101-8285 Tel: (619) 744-2246 Fax: (619) 744-2201 Plan Exclusivity In a minute order for the hearing held October 4, 2010, Judge Peter W. Bowie ruled on the Debtor's motion to extend exclusive periods to file and solicit acceptances for the proposed plan of reorganization as ?Off calendar. Motion withdrawn.? About Nicolas Marsch, Briarwood and Colony Rancho Santa Fe, California-based Nicolas Marsch, III, filed for Chapter 11 bankruptcy protection on February 25, 2010 (Bankr. S.D. Calif. Case No. 10-02939). Mr. Marsch estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Briarwood Capital, LLC, also based in Rancho Santa Fe, filed for Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. S.D. Calif. Case No. 10-02677). In its schedules, the Debtor disclosed $292,798,759 in assets and $18,563,641 in liabilities as of the Petition Date. Colony Properties International, LLC, also filed for Chapter 11 (Bankr. S.D. Calif. Case No. 10-02937). Mr. Marsch has a 100% membership interest in Briarwood, which he valued at over $274 million. He also has a 100% membership interest in Colony Properties. Mr. Marsch also asserts more than $2 million in claims against Briarwood and is a guarantor of debt owed by Briarwood and by to KBR Opportunity Fund II. He is also the guarantor of Colony's debt to KBR. Colony asserts more than $668,000 in claims against Mr. Marsch. Colony also asserts more than $50,000 in claims against Briarwood. The cases are separately administered. Each of the Debtors proposed to employ Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky & Popeo, as bankruptcy counsel. In July 2010, the Court held that Mintz Levin was ineligible to represent the estates of Mr. Marsch, Briarwood and Colony Properties, or any two of them. Chapter 11 trustees have been appointed in each of the cases. NYC OFF-TRACK: Closure of Parlors Threatens Aqueduct Racetrack -------------------------------------------------------------- The Wall Stret Journal's A.D. Pruitt reports that the closure of New York City's Off Track Betting parlors has threatened the survival of the Aqueduct Racetrack in Queens just as Malaysia's Genting Bhd. has begun construction of the city's first legal gambling parlor next door. The Journal relates Genting obtained state approval to open a 413,000-square-foot gambling hall with 4,525 slot machines at the 116-year-old horse racing track because there was already gambling at that location. According to the Journal, the New York Racing Association Inc., which owns the track, is projected to lose an estimated $33 million in revenue next year from the closing of the city's 54 OTB outlets this month, placing its ability to keep Aqueduct open in doubt. According to the Journal, the OTB closings "mean the racing association loses its biggest revenue provider," said Bennett Liebman, one of 25 trustees on the governing board of NYRA. The association eventually "could be in danger of closing" Aqueduct and its two other thoroughbred race tracks unless other revenue sources make up for this loss, he said. The Journal relates Aqueduct may still survive because it will benefit from the proceeds generated by the Genting operation. NYRA will receive 7.5% in annual revenue from the casino, of which, NYRA will use 4% for capital projects, 3% for operations and 6.5% will go money paid out to owners of participating horses. Aqueduct opened its doors in 1894 and is the second oldest thoroughbred track behind Saratoga Race Course. About NYC OTB New York City Off-Track Betting Corporation is a public benefit corporation, which operates an off-track pari-mutuel betting system on thoroughbred and harness horse races held at all 11 race tracks located in New York State and certain race tracks located outside of the State. Since NYC OTB's inception in 1971, it has made payments of nearly $2 billion to the State horse racing industry, more than $1.4 billion to New York City and nearly $600 million to the State. In 2008 alone, NYC OTB made statutory contributions in an aggregate amount of $128.6 million to the State horse racing industry, the State, the City, and other local municipalities. NYC OTB's operations are regulated by the State. NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121). OTB is represented by Richard Levin, Esq., at Cravath, Swaine & Moore LLP., in New York, and Michael S. Fox, Esq., Herbert C. Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP in New York. At September 30, 2009, NYC OTB had $18,468,147 in total assets against $74,912,742 in total current liabilities, $6,982,887 in long-term liabilities, and $201,020,000 in long-term post employment benefits. OAKMONT HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Oakmont Homes, Inc. 281 Germantown Bend Cove Cordova, TN 38018 Bankruptcy Case No.: 10-33758 Chapter 11 Petition Date: December 17, 2010 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: Jonathan E. Scharff, Esq. HARRIS SHELTON HANOVER WALSH, PLLC One Commerce Square, Suite 2700 Memphis, TN 38103-2555 Tel: (901) 525-1455 Fax: (901) 526-4084 E-mail: jscharff@harrisshelton.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnwb10-33758.pdf The petition was signed by Brad Rainey, president. PALM HARBOR: Court Approves Stock Trading Restrictions ------------------------------------------------------ To preserve the value of various tax attributes, the Honorable Christopher S. Sontchi has approved certain notice and hearing procedures applicable to any transaction involving 1,125,750 or more shares of common stock (about 4.9% of outstanding shares as of Aug. 10, 2010) issued by Palm Harbor Homes, Inc. Copies of relevant documents are available at http://www.bmcgroup.com/palmharborhomes/at no charge. Addison, Texas-based Palm Harbor Homes, Inc. -- http://www.palmharbor.com/-- manufactures and markets factory- built homes. The Company markets nationwide through vertically integrated operations, encompassing manufactured and modular housing, financing and insurance. Palm Harbor sought Chapter 11 protection (Bankr. D. Del. Case No. 10-13850), on Nov. 29, 2010, disclosing $321,263,000 in total assets and $280,343,000 in total debts. Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-13854) filed separate Chapter 11 petitions. The Debtors are represented by David W. Wirt, Esq., at Locke Lord Bissell & Liddell LLP in Chicago, Ill., and Christopher A. Ward, Esq., at Polsinelli Shughart PC in Wilmington, Del. Brian Cejka at Alvarez & Marsal is the Debtors' chief restructuring officer. Raymond James And Associates, Inc., is the Debtors' investment banker. Alvarez & Marshal North America, LLC, is the Debtors' financial advisor. BMC Group, Inc., serves as the Debtors' claims agent. PALOMA CREEK: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Paloma Creek Properties, Inc. 3205 W. Alberta Road Edinburg, TX 78539 Bankruptcy Case No.: 10-70893 Chapter 11 Petition Date: December 16, 2010 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Ellen C. Stone, Esq. THE STONE LAW FIRM PC 4900 N. 10th St., Suite A2 McAllen, TX 78504 Tel: (956) 630-2822 Fax: (956) 631-0742 E-mail: ignmca@ellenstonelaw.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. The petition was signed by Arabella Avila, president. PARMALAT S.P.A.: Calisto Tanzi Gets 18 Years for Role in Collapse ----------------------------------------------------------------- Calisto Tanzi, 72, has been sentenced to 18 years in prison for his role in the collapse of the European dairy giant, Parmalat S.p.A. Mr. Tanzi, Parmalat's founder and former chief executive officer, was convicted on December 9, 2010, of criminal association and fraudulent bankruptcy, BBC News reported. Parmalat's former chief financial officer, Fausto Tonna, was sentenced to 14 years in prison, and Mr. Tanzi's brother, Giovanni, to 10 years and seven months. Thirteen other former Parmalat executives were found guilty, while two were cleared of the charges, according to Reuters. The Court in Parma, Italy, directed the former Parmalat executives to pay the company EUR2 billion and reimburse thousands of defrauded investors, BBC News said. The Parma Court also directed those convicted to pay creditors 5% of the nominal value of the shares or bonds that they had bought in Parmalat, according to a report from The Wall Street Journal. Parma prosecutors have previously demanded a 20-year-sentence for Mr. Tanzi in his fraud trial. Although sentenced to 10 years in a separate market-rigging trial in Milan nearly two years ago, Mr. Tanzi continues to live in his estate near Parma. According to reports, it is rare in Italy for people to serve jail time at an advanced age. Mr. Tanzi has always maintained his innocence and will appeal the conviction, said his counsel, Giampiero Biancolella, Esq., the Associated Press reported. "This sentence isn't the final word," Mr. Biancolella is quoted by AP as saying in a telephone interview, and noting that other cases are still under way targeting the banks that sold Parmalat investors the bad bonds. "I believe [this sentence] is right, since these people have caused much pain and despair to many people. And it's right for them to pay for it," a representative of the investors told an Italian television, BBC News reported. Parmalat filed for bankruptcy in December 2003 after information emerged that a decade-long fraud had left the maker of long- life milk, yogurts and juice saddled with EUR4 billion, or US$18.57 billion, in debt. The savings of thousands of bondholders around the world were wiped out, The Wall Street Journal said. About Parmalat S.p.A. Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. The Company's U.S. operations filed for Chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than USUS$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on December 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court has declared the units insolvent. On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in the United States Bankruptcy Court for the Southern District of New York. Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and Food Holdings are Cayman Island special-purpose vehicles established by Parmalat S.p.A. The Finance Companies are under separate winding up petitions before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. serve as Joint Provisional Liquidators in the cases. On January 20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-10362, in the United States Bankruptcy Court for the Southern District of New York. In May 2006, the Cayman Island Court appointed Messrs. MacRae and Cleaver as Joint Official Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represent the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presided over the Parmalat Debtors' U.S. cases. On June 21, 2007, the U.S. Court granted Parmalat permanent injunction. PARMALAT S.P.A.: Creditors Convert Warrants for 60,932 Shares ------------------------------------------------------------- Parmalat S.p.A. communicated November 23 that, following the allocation of shares to creditors of the Parmalat Group, the subscribed and fully paid up share capital has now been increased by 60,932 euros to 1,732,867,403 euros from 1,732,806,471 euros. The share capital increase is due to the exercise of 60,932 warrant. [The latest status of the share allotment is]: -- 8,217,604 shares representing approximately 0.5% of the share capital are still in a deposit account c/o Parmalat S.p.A., of which: * 6,030,154 or 0.4% of the share capital, registered in the name of individually identified commercial creditors, are still deposited in the intermediary account of Parmalat S.p.A. centrally managed by Monte Titoli (compared with 6,275,327 shares as at October 28, 2010); * 2,187,450 or 0.1% of the share capital registered in the name of the Foundation -- Fondazione Creditori Parmalat -- of which: (i) 120,000 shares representing the initial share capital of Parmalat S.p.A. (unchanged); (ii) 2,067,450 or 0.1% of the share capital that pertain to currently undisclosed creditors (compared with 2,035,099 shares as at October 28, 2010). About Parmalat S.p.A. Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. The Company's U.S. operations filed for Chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than US$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on December 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court has declared the units insolvent. On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in the United States Bankruptcy Court for the Southern District of New York. Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and Food Holdings are Cayman Island special-purpose vehicles established by Parmalat S.p.A. The Finance Companies are under separate winding up petitions before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. serve as Joint Provisional Liquidators in the cases. On January 20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-10362, in the United States Bankruptcy Court for the Southern District of New York. In May 2006, the Cayman Island Court appointed Messrs. MacRae and Cleaver as Joint Official Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represent the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presided over the Parmalat Debtors' U.S. cases. On June 21, 2007, the U.S. Court granted Parmalat permanent injunction. PARMALAT S.P.A.: Inks EUR7.4 Mil. Settlement With UGF Banca ----------------------------------------------------------- Parmalat SpA communicates that a settlement has been agreed to with UGF Banca SpA (formerly, Unipol Banca SpA) respecting to the claims related to the pre-insolvency period of Parmalat Group. In consideration of the agreement, UGF Banca has paid to Parmalat SpA an amount of 7,358,000 Euros and a contribution to the legal fees. Parmalat withdraws all claims and actions vis-a-vis UGF Banca. As part of the settlement, UGF has waived the right to file proof of claim in reference to the amount paid against the companies in Extraordinary Administration, part of the "Concordato." About Parmalat S.p.A. Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. The Company's U.S. operations filed for Chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than US$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on December 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court has declared the units insolvent. On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in the United States Bankruptcy Court for the Southern District of New York. Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and Food Holdings are Cayman Island special-purpose vehicles established by Parmalat S.p.A. The Finance Companies are under separate winding up petitions before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. serve as Joint Provisional Liquidators in the cases. On January 20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-10362, in the United States Bankruptcy Court for the Southern District of New York. In May 2006, the Cayman Island Court appointed Messrs. MacRae and Cleaver as Joint Official Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represent the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presided over the Parmalat Debtors' U.S. cases. On June 21, 2007, the U.S. Court granted Parmalat permanent injunction. PARMALAT S.P.A.: Lead Plaintiffs Want to Distribute Fund -------------------------------------------------------- Lead Plaintiffs Hermes Focus Asset Management Europe Limited, Cattolica Partecipazioni, S.p.A., Capital & Finance Asset Management, Societe Moderne des Terrassements Parisiens and Solotrat ask the U.S. District Court for the Southern District of New York to approve their plan for distribution of the Net Settlement Fund. To recall, Lead Plaintiffs Hermes Focus Asset Management Europe, Ltd., Hermes European Focus Fund I, Hermes European Focus Fund II, Hermes European Focus Fund III, Cattolica Partecipazioni, S.p.A., Capital & Finance Asset Management S.A., Societe Moderne des Terrassements Parisiens and Solotrat, on behalf of the Class Members, entered into separate settlements with Banca Nazionale del Lavoro S.p.A.; Credit Suisse Group, Credit Suisse, Credit Suisse International, and Credit Suisse Securities (Europe) Limited; Parmalat S.p.A., and Dr. Enrico Bondi; Dianthus S.p.A., Deloitte & Touche S.p.A., Deloitte Touche Tohmatsu; and Grant Thornton International and Grant Thornton International Limited. Grant & Eisenhofer P.A. and Cohen, Milstein, Sellers & Toll P.L.L.C. serve as the Lead Counsel to the Plaintiffs, while Epiq Class Actions & Claims Solutions, Inc., serves as Claims Administrator. If approved, the order will, inter alia: (a) adopt the administrative recommendation of Epiq to accept the claims where valid proofs of claim were filed, and authorize a distribution to the Authorized Claimants of the Net Settlement Fund; (b) authorize Epiq to accept otherwise eligible claims that were submitted after the initial submission deadlines; (c) authorize Epiq to accept otherwise eligible claims whose only defect was the failure to produce documentation of the holdings on the last day of the Class Period; (d) adopt the administrative recommendation of Epiq to reject wholly ineligible or otherwise deficient proofs of claim; (e) approve Epiq's determinations rejecting or accepting certain claims as to which judicial review of the rejection of the claims has been requested; (f) direct Epiq to distribute to Authorized Claimants, in proportion to their Recognized Loss Claim amounts, the available balance of the Net Settlement Fund; (g) direct that, in order to allow a final distribution of any balance that may remain in the Net Settlement Fund after the Distribution, whether by reason of returned funds, tax refunds, interest, uncashed checks, or otherwise: * if determined by Co-Lead Counsel and Epiq to be cost effective, not less than one year after the Distribution is conducted, a further distribution from the Net Settlement Fund will be conducted, pursuant to which all funds from undeliverable, uncashed, or returned checks, and after payment of any unpaid costs or fees incurred or to be incurred in connection with administering the Net Settlement Fund, will be distributed to Authorized Claimants, who cashed their Distribution checks and who would receive at least $20 in further distribution based on their Recognized Claims; and * whether or not that further redistribution is made, the balance of the Net Settlement Fund, after the Distributions to Authorized Claimants and payment of any unpaid costs or fees incurred in connection with administering the Net Settlement Fund, will be donated to non-sectarian, not-for-profit, organizations under Section 501(c)(3) of the Internal Revenue Code designated at that time by Co-Lead Counsel; (h) approve payment to Epiq out of the Net Settlement Fund of the remaining balance of its fees and expenses in connection with its administration of the Settlement, and also approve payment of Epiq's future incurred Settlement administration related fees and expenses invoiced monthly, subject to the review and approval of the invoices by Co- Lead Counsel; (i) authorize the destruction of the paper copies of the proofs of claim and all supporting documentation one year after distribution of the Net Settlement Fund, and the destruction of electronic copies of the same three years after distribution of the Net Settlement Fund; and (j) retain jurisdiction to consider any further applications concerning the administration of the Settlement. Nicole Hamann, Epiq's vice president, submitted a declaration in support of the Lead Plaintiffs' request. Ms. Hamann discloses that as of November 8, 2010, Epiq has received a total of 21,298 Proofs of Claim. She relates that as a result of its claims handling process, Epiq has approved 11,142 Proofs of Claim and designated them "ALLOWED" or "PARTIAL." Epiq has provisionally approved 1,514 valid claims with no end holding data and 259 valid late claims. The remaining 8,383 Proofs of Claim were rejected because, among other things, the claims were invalid or deficient. The breakdown of the status of the total number of Proofs of Claim received is: Claim Status No. of Claims ------------ ------------- Allowed/Partial 11,142 Allowed W/ No End Holding Data 1,514 Allowed Late Claims 259 Rejected Late Claims 116 Invalid Rejected Claim 672 Invalid No Recognized Loss 2,632 Duplicate 4,963 ------ Total 21,298 The results are typical for a complex class action administration of this size, Ms. Hamann says. Ms. Hamann also reveals that as of October 31, 2010, Epiq has incurred a total of: -- $209,203 in fees and expenses administering the settlement reached with BNL and Credit Suisse, of which $209,203 has been paid and $0 remains outstanding; -- $1,476,630 in fees and expenses administering the settlement reached with New Parmalat, of which $1,141,658 has been paid and $334,972 remains outstanding; and -- $143,036 in fees and expenses administering the settlement reached with Auditors Deloitte and Grant Thornton, of which $67,612 has been paid and $75,424 remains outstanding. Pursuant to an agreement reached between Plaintiffs' Lead Counsel and New Parmalat, New Parmalat is responsible for paying certain fees and expenses incurred from the administration of the New Parmalat Settlement up to 1 million euro. To date, New Parmalat has satisfied this obligation by making payments totaling $1,429,930 towards the cost of the administration. After applying New Parmalat's payment to Epiq's charges in the New Parmalat settlement, Epiq is owed a balance of $36,108 in fees and expenses administering the New Parmalat settlement. Since November 1, 2010, Epiq has incurred, and will continue to incur, administrative expenses through the termination of the Net Settlement Fund, Ms. Hamann notes. About Parmalat S.p.A. Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. The Company's U.S. operations filed for Chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than US$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on December 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court has declared the units insolvent. On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in the United States Bankruptcy Court for the Southern District of New York. Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and Food Holdings are Cayman Island special-purpose vehicles established by Parmalat S.p.A. The Finance Companies are under separate winding up petitions before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. serve as Joint Provisional Liquidators in the cases. On January 20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-10362, in the United States Bankruptcy Court for the Southern District of New York. In May 2006, the Cayman Island Court appointed Messrs. MacRae and Cleaver as Joint Official Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represent the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presided over the Parmalat Debtors' U.S. cases. On June 21, 2007, the U.S. Court granted Parmalat permanent injunction. PILGRIM'S PRIDE: Judge Lynn Rules on Chicken Growers' Claims ------------------------------------------------------------ Pilgrim's Pride Corporation and its debtor-affiliates ask the Bankruptcy Court to grant summary judgment as to 107 separate claims filed by individual chicken growers. With the exception of the claims by Leonard and Stephanie Busby, the facts giving rise to each of the other 106 claims are substantially identical. The Debtors also ask the Court to grant summary judgment as to the claim of KP's Livehaul, Inc. Many of the facts that form the basis for the Livehaul Motion are substantially similar to those that form the basis for the Grower Motions. The Debtors have argued that the Bankruptcy Court should follow United States District Judge Terry R. Means' decision in City of Clinton, while the Claimants argued that the Bankruptcy Court should follow the Arkansas Supreme Court's decision in Tyson Foods, Inc. v. Davis, 66 S.W.3d 568 (Ark. 2002). The Bankruptcy Court concludes that not only should it follow City of Clinton as it would a binding precedent, but that City of Clinton is, in fact, law of the case. Moreover, the Bankruptcy Court finds City of Clinton to be a well-reasoned, correct analysis. According to Bankruptcy Judge Dennis Michael Lynn, "Though City of Clinton is arguably not binding precedent, the court will follow it because the court concludes that it is law of the case in these bankruptcy cases and that it was correctly decided. Even in the absence of City of Clinton, the court would have determined that summary judgment must be granted as to the Clinton Growers. The court, therefore, grants the Merger Motion -- however, the Busbys are not among the Clinton Growers as that term is defined herein and the Merger Motion is overruled as to them. Because the court is granting the Merger Motion, the remaining Grower Motions are moot." The City of Clinton adversary proceeding was filed in the Bankruptcy Court in connection with the Debtors' bankruptcy cases. Judge Means, on the Bankruptcy Court's recommendation, withdrew the reference as to the adversary proceeding and adjudicated the matter. The Claimants were not parties to the City of Clinton proceeding, though the facts of City of Clinton are substantially similar to those presented by the Summary Judgment Motions, and, though posed as an adversary proceeding, the decision in City of Clinton also effected disallowance of claims based on facts and legal theories virtually the same as Claimants'. Because there is a question of material fact regarding the duration of the Livehaul Contract itself, summary judgment is inappropriate for Livehaul's claim if it is based on a theory other than promissory estoppel. Otherwise, the Livehaul Motion is granted. Counsel for Debtors is instructed to submit a judgment consistent with this memorandum opinion. The Busbys, on the other hand, did not have a contract with Debtors and may, therefore, maintain a cause of action against Debtors under the theory of promissory estoppel. A copy of Judge Lynn's December 15, 2010 Memorandum Opinion is available at http://is.gd/j3zHUfrom Leagle.com. About Pilgrim's Pride Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is one of the largest chicken companies in the United States, Mexico and Puerto Rico. The Company's fresh chicken retail line is sold throughout the US, throughout Puerto Rico, and in the northern and central regions of Mexico. The Company exports commodity chicken products to 90 countries. The Company operates feed mills, hatcheries, processing plants and distribution centers in 15 U.S. states, Puerto Rico and Mexico. Pilgrim's Pride and six of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Company's subsidiaries in Mexico and certain subsidiaries in the United States were not included in the filing and operated outside of the Chapter 11 process. Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy counsel. Lazard Freres & Co., LLC, was the Company's investment bankers. Kurtzman Carson Consulting LLC served as claims and notice agent. Kelly Hart and Brown Rudnick represented the official equity committee. Attorneys at Andrews Kurth LLP represented the official committee of unsecured creditors. On December 10, 2009, the Bankruptcy Court confirmed the Joint Plan of Reorganization filed by the Debtors. The Plan was premised on the sale of the business to JBS SA. Under the Plan, creditors are paid in full. Existing owners retained 34% of the equity. The Company emerged from its Chapter 11 bankruptcy proceedings on December 28, 2009. PIKESVILLE PROPERTIES: Case Summary & Creditors List ---------------------------------------------------- Debtor: Pikesville Properties, LLC 6609-6615 Reisterstown Road Baltimore, MD 21215 Bankruptcy Case No.: 10-38312 Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Judge: Robert A. Gordon Debtor's Counsel: J. Michael Broumas, Esq. BROUMAS LAW GROUP 8370 Court Avenue, Suite 203 Ellicott City, MD 21043 Tel: (410) 523-8100 Fax: (443) 836-9163 E-mail: michael@broumas.com Scheduled Assets: $2,500,200 Scheduled Debts: $1,465,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-38312.pdf The petition was signed by Michael Korangy, managing member. RANCHER ENERGY: Plan Backed by BWAB's $12-Mil. Investment --------------------------------------------------------- In a regulatory filing Wednesday, Rancher Energy Corporation discloses that on December 13, 2010, the Company filed with the U.S. Bankruptcy Court for the District of Colorado a proposed First Amended Plan of Reorganization. According to the disclosure statement simultaneously filed with the First Amended Plan, in exchange for a $12 million investment, plus a commitment to pay up to $600,000 for allowed unsecured claims and up to $400,000 for allowed administrative claims, BWAB Oil & Gas, Investments, LLC, would be issued 12 million shares of a proposed Class A Convertible Preferred Stock, to be designated by the Company. The $11.8 million of the proposed BWAB investment would be used to pay the secured debt of GasRock Capital Partners, LLC. The remaining funds from the proposed BWAB investment, along with proceeds from a new credit facility to be arranged by BWAB would be used to pay unsecured creditors, bankruptcy administrative expenses and to be used for development and working capital by the Company. Shareholder Interests, consisting of all common stock Interests in the Debtor as of the date that is 20 days after the Effective Date of the Plan, and the holders of any Allowed Claims subject to subordination under Section 510(b) of the Code will receive 1 new share in Rancher for every 15 shares currently held, thus effectuating a 15 for 1 reverse stock split. Holders of Warrants will be canceled and each Claimant will receive shares of the Debtor's common stock based on this formula: one share of pre-reverse split common stock for every 25 shares of pre-reverse split common stock to which said Claimant would be otherwise entitled upon exercise of the warrants, divided by the Reverse Split Ratio. About Rancher Energy Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ) -- http://www.rancherenergy.com/-- is an independent energy company that explores for and develops produces, and markets oil and gas in North America. The Company operates four fields in the Powder River Basin, Wyoming, which is located in the Rocky Mountain region of the United States. The Company was formerly known as Metalex Resources, Inc. and changed its name to Rancher Energy Corp. in 2006. Rancher Energy Corp. was incorporated in the State of Nevada on February 4, 2004. Rancher Energy filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring efforts. In its petition, the Company estimated assets and debts of between $10 million and $50 million each. The Company's balance sheet at September 30, 2010, showed $18.19 million in total assets, $17.00 million in total liabilities, and stockholders' equity of $1.19 million. RAVINDER BHATIA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Ravinder K. Bhatia aka Ravi Bhatia Ravindra Bhatia Johanna Arias Bhatia aka Johanna Arias 727 N. Alta Vista Los Angeles, CA 90046 Bankruptcy Case No.: 10-63882 Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtors' Counsel: Leonard Pena, Esq. PENA & SOMA, APC 555 W. Fifth Street, 31st Floor Los Angeles, CA 90013 Tel: (213) 996-8336 E-mail: lpena@penalaw.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' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-63882.pdf RAYMOND CASSIDAY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Raymond L. Cassiday Francine M. Cassiday 7921 Beaver Mountain Ave. Las Vegas, NV 89131 Bankruptcy Case No.: 10-33422 Chapter 11 Petition Date: December 16, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Steven L. Yarmy, Esq. 1500 E. Tropicana Ave., Ste 103 Las Vegas, NV 89119 Tel: (702) 586-3513 Fax: (702) 586-3690 E-mail: sly@stevenyarmylaw.com Scheduled Assets: $439,500 Scheduled Debts: $1,482,669 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-33422.pdf RESOURCE TECHNOLOGY: Dist. Ct. Affirms Denial of Roti Admin. Claim ------------------------------------------------------------------ District Judge Matthew F. Kennelly affirms a bankruptcy court order denying Samuel J. Roti's administrative claim against the Chapter 7 bankruptcy estate of Resource Technology Corporation. Mr. Roti seeks compensation for losses sustained due to the migration of landfill gas onto his hotel property. Samuel J. Roti, v. Congress Development Co., Case No. 10-CV-3173 (N.D. Ill.). A copy of Judge Kennelly's December 10, 2010 Memorandum Opinion and Order is available at http://is.gd/j36Jm from Leagle.com. Resource Technology Corporation was in the business of collecting gas emitted from garbage landfills and either selling it or converting it into electricity. RTC had contracts with the owners of several Illinois landfills that gave it the exclusive right to develop and install gas-to-energy conversion projects at the landfills. By 1999 the company became the subject of an involuntary Chapter 7 petition. For a time during the course of the lengthy bankruptcy proceedings, RTC's case proceeded under Chapter 11 as a reorganization, but as the prospects for RTC's recovery grew increasingly dim, the bankruptcy court converted the case back into a Chapter 7 proceeding. The bankruptcy court appointed a Chapter 11 trustee in 2003. On September 21, 2005, the bankruptcy court converted the case to a Chapter 7 proceeding and appointed a Chapter 7 trustee. RICE & SONS: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Rice & Sons Land Company, Inc. 815 Exocet Drive, Suite 107 Cordova, TN 38018-2257 Bankruptcy Case No.: 10-19052 Chapter 11 Petition Date: December 16, 2010 Court: U.S. Bankruptcy Court Eastern District of Arkansas (Little Rock) Debtor's Counsel: Frederick S. Wetzel, Esq. FREDERICK S. WETZEL, P.A. 200 North State Street, Suite 200 Little Rock, AR 72201 Tel: (501) 663-0535 E-mail: frederickwetzel@sbcglobal.net Scheduled Assets: $2,098,023 Scheduled Debts: $1,642,920 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/areb10-19052.pdf The petition was signed by Richard K. Rice, president. ROTHSTEIN ROSENFELDT: Court Rules on Trustee's Suit v. Adler ------------------------------------------------------------ Herbert Stettin, Chapter 11 Trustee, v. Russell Adler and Katie Adler, Adv. Pro. No. 10-02612 (Bankr. S.D. Fla.), asserts 10 counts against the Defendants, some against Russell Adler, individually, and the remainder, jointly against Mr. Adler and his wife, Katie Adler. The first six counts are to avoid alleged fraudulent transfers, the seventh alleges breach of fiduciary duty against Mr. Adler, the eighth count seeks payment from the Defendants on a promissory note, and counts nine and ten are prayers for a constructive trust or the imposition of an equitable lien against a New York cooperative apartment owned by the Defendants. On June 18, 2010, the Defendants filed their Answer and Affirmative Defenses, admitting to receiving compensation and various loans from the Debtor within the relevant statutory time periods. The Plaintiff seeks summary judgment on Counts I and III of his Amended Complaint alleging that certain transfers of RRA, and money received by Mr. Adler and the Defendants collectively, were intentionally made by RRA to hinder, delay or defraud its creditors and are, thus, avoidable pursuant to the "actual" fraud provisions found in 11 U.S.C. Sec. 548(a)(1)(A) and the Florida counterpart, section 726.105(a)(1), Florida Statutes, made applicable to the adversary proceeding pursuant to 11 U.S.C. Sec. 544. Judge Raymond B. Ray rules there are no genuine issues of material fact regarding the Plaintiff's prima facie case on Counts I and III of the Amended Complaint. Accordingly, the only requirement that the Trustee needs to establish is that the transfer was made by RRA with actual intent to hinder, delay, or defraud any current or future creditor of RRA. The Court finds that RRA was involved and intertwined with the Ponzi and that the Transfers made to the Defendants were made with the actual intent to hinder, delay or defraud the current and future creditors of RRA. Judge Ray finds that the Plaintiff's Motion is granted. The Defendant's Cross Motion for Summary Judgment is denied. Judgment is entered in favor of the Plaintiff on Counts I and III of the Amended Complaint. The Transfers, as defined in the Amended Complaint, are all subject to avoidance pursuant to 11 U.S.C. Sec. 548(a)(1)(A) and section 726.105, Florida Statutes. A copy of the Court's December 14, 2010 Order is available at http://is.gd/j3ECOfrom Leagle.com. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA, has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. RUBEN HINOJOSA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Ruben E. Hinojosa 6700 Melrose Dr Mclean, VA 22101 Bankruptcy Case No.: 10-70900 Chapter 11 Petition Date: December 18, 2010 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Eduardo V. Rodriguez, Esq. MALAISE LAW FIRM 1265 N Expressway 83 Brownsville, TX 78521 Tel: (956) 547-9638 Fax: (956) 547-9630 E-mail: igotnoticesbv@malaiselawfirm.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. SAINT VINCENTS: Saudi King Wants to Build Mosque at Site -------------------------------------------------------- Brad Hamilton and Joseph Goldstein, writing for The New York Post, report that Dudley Gaffin, Esq., a Manhattan lawyer with ties to the Saudi royal family, said King Abdullah of Saudi Arabia might want to buy shuttered St. Vincent's Medical Center and transfer the Ground Zero mosque to a new Islamic cultural center he would build on a plot at the site, according to sources who have heard Mr. Gaffin's pitch. According to the NY Post, the sources said the king, worth more than $20 billion, would also save the hospital, reopening most of the units that closed when St. Vincent's filed for bankruptcy on April 14. The NY Post relates sources said Mr. Gaffin, who heads his own firm in lower Manhattan, is floating the idea to gauge what the reaction might be -- and to ready a bid to rival the Rudin Organization, which is trying to snap up St. Vincent's in bankruptcy court with an eye on tearing down six hospital buildings for luxury housing. According to the NY Post, sources said Gaffin claimed to have broached the topic with Mayor Bloomberg and City Council Speaker Christine Quinn, but reps for both denied it. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SALLY BISHOP: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Sally Ann Bishop fka Sally Ann Cozzetto 15518 NW 23rd Court Vancouver, WA 98685 Bankruptcy Case No.: 10-50310 Chapter 11 Petition Date: December 16, 2010 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: Richard S. Ross, Esq. LAW OFFICE OF RICHARD S ROSS 1610 Columbia St Vancouver, WA 98660 Tel: (360) 699-1400 E-mail: ecf@resolvedebt.net Scheduled Assets:$601,859 Scheduled Debts: $2,015,341 A list of the Debtor's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-50310.pdf SBPM HOLDINGS: Court Permits Wells Fargo to Foreclose ----------------------------------------------------- Bankruptcy Judge Letitia Z. Paul grants the request of Wells Fargo Bank, N.A., as Trustee for the registered holders of Series CD 2007-CD4 Commercial Mortgage Pass-Through Certificates, to lift the automatic stay to permit the bank to foreclose on the property of SBPM Holdings, Inc. SBPM Holdings, Inc., filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 10-80310) on May 27, 2010. SBPM Holdings is a single asset real estate debtor. It owned an office building located at 13850 Gulf Freeway, Houston, Texas. A copy of Judge Paul's December 2, 2010 Memorandum Opinion is available at http://is.gd/j3Uevfrom Leagle.com. SIR-TECH SOFTWARE: N.Y. Sup. Ct. Affirms Ruling Against Sirotek --------------------------------------------------------------- (tope) Andrew Greenberg, Inc., Respondent, v. Sirtech Canada, Ltd., et al., Defendants, and Frederick Sirotek, Appellant, No. 509828 (N.Y. Sup. Ct.), involves an appeal from denial of a motion by Mr. Sirotek for summary judgment dismissing the sole remaining claim against him -- sounding in trade secret misappropriation -- on the ground that Supreme Court lacks personal jurisdiction over him. Plaintiff entered into a 1981 agreement with Sir-Tech Software, Inc. granting Sir-Tech the exclusive right to manufacture and market a computer game created by plaintiff and known as "Wizardry." The agreement, which was signed by Mr. Sirotek as president of Sir-Tech, also prohibited the disclosure of any Wizardry product information without plaintiff's consent. Plaintiff commenced the first of these actions in 1992, after Sir- Tech ceased paying it royalties under the agreement, and subsequently added two Canadian successor corporations as defendants after discovering that Sir-Tech had transferred its assets to those corporations in 1998. In 2001, plaintiff commenced the second of these actions against the principals and officers of the corporate defendants -- Mr. Sirotek and his two sons, defendants Robert Sirotek and Norman Sirotek -- alleging that they had disclosed trade secrets to the Canadian successor corporations. Mr. Sirotek's original 2003 motion to dismiss the complaint against him for lack of personal jurisdiction was continued by Supreme Court, pending additional discovery. The Court of Appeals ultimately held that the motion of the Canadian corporate defendants to dismiss for lack of personal jurisdiction must be denied under Civil Practice Law Rules (New York) 302 (a) (1) (Andrew Greenberg, Inc. v Sir-Tech Software, 4 NY3d at 191). The Court rejected the individual defendants' assertion that plaintiff's claim for trade secret misappropriation was either settled and released pursuant to a settlement agreement entered in the chapter 11 bankruptcy proceeding of Sir-Tech, or barred by the statute of limitations (Andrew Greenberg, Inc. v Svane, Inc., 36 AD3d at 1096-1098). In 2009, Mr. Sirotek, who lives in Canada, sought summary judgment dismissing the remaining trade secret misappropriation claim on the ground that Supreme Court lacks personal jurisdiction over him. Supreme Court denied the motion, prompting the appeal. The Appellate Division of the Supreme Court of New York, Third Department, affirmed the ruling against Mr. Sirotek, pointing out that he both voluntarily participated in Sir-Tech's federal bankruptcy proceeding to resolve a state law claim raised by plaintiff and attempted to rely upon that settlement, which he signed, to obtain dismissal of plaintiff's remaining claims against him in this action Use of the New York courts is a traditional justification for the exercise of personal jurisdiction over a nonresident. A copy of the Appellate Division's December 16, 2010 Memorandum and Order is available at http://is.gd/j3jnnfrom Leagle.com. Sir-Tech Software, Inc., operated a computer software business for the purpose of selling and licensing computer games to domestic and foreign companies. Sir-Tech Software filed a voluntary petition for Chapter 11 relief (Bankr. N.D.N.Y. Case No. 01-16683) on October 25, 2001. Stephen A. Donato, Esq., and Camille W. Hill, Esq., at Hancock & Estabrook, LLP, in Syracuse, New York, represented the Debtor. By Order dated July 24, 2003, the case was voluntarily converted from Chapter 11 to Chapter 7. Paul A. Levine, Esq., at Lemery Greisler LLC, was appointed as Chapter 7. SOVRAN SELF: Fitch Assigns Preferred Stock Rating at 'BB' --------------------------------------------------------- Fitch Ratings has affirmed these ratings for Sovran Self Storage, Inc. and Sovran Acquisition Limited Partnership: Sovran Self Storage, Inc. -- Issuer Default Rating at 'BBB-'; -- $125 million senior unsecured revolving credit facility at 'BBB-'; -- $150 million senior unsecured term loan at 'BBB-'; -- $250 million senior unsecured term notes at 'BBB-'. Sovran Acquisition Limited Partnership (as co-borrower) -- IDR at 'BBB-'; -- $125 million senior unsecured revolving credit facility at 'BBB-'; -- $150 million senior unsecured term loan at 'BBB-'; -- $250 million senior unsecured term notes at 'BBB-'. Fitch also assigned a 'BB' indicative preferred stock rating for Sovran Self Storage, Inc. The Rating Outlook is Stable. The affirmation of Sovran's ratings reflects that although the company has faced a difficult operating environment since late 2008, its credit profile remains consistent with the 'BBB-' rating. The company's credit strengths include strong unencumbered asset coverage of unsecured debt and solid leverage and fixed charge coverage metrics. Credit concerns include a liquidity coverage ratio below 1.0 times, geographic concentration, and limited demonstrated access to the capital markets. The Stable Outlook centers on the expected consistency of Sovran's credit ratios over the near term and expectations for a stabilized operating environment; however, the company's small size and geographic concentration limits positive momentum to the company's rating. Same-store NOI declines year-over-year have been moderating with a decline of 1.7% in the second quarter of 2010 (2Q'10) and a decline of only 0.4% in 3Q'10. Occupancy also is improving; the portfolio had a weighted average occupancy of 82.6% in 3Q'10 compared with 80.1% during 2009. The short-term nature of leases on Sovran's self storage facilities allows the company to move quickly as demand changes through modifying pricing and incentives. Sovran has an unencumbered property pool that generated approximately $105 million of NOI, calculated by annualizing the trailing six months ended Sept. 30, 2010. Unencumbered asset value -- calculated as unencumbered NOI divided by a capitalization rate of 8.5% -- divided by unsecured debt was 3.1x, indicating strong contingent liquidity and protection to unsecured bondholders. Sovran has a concentrated debt maturity schedule. While secured debt maturities are limited, the company does have significant maturities of nearly $200 million in 2012, principally due to a $150 million term note maturity and a secured loan backed by 27 self-storage facilities. While Sovran may choose to access either the private or public unsecured debt capital markets to refinance its maturing notes, to date the company has only issued privately placed notes. The company's fixed charge coverage ratio (defined as recurring operating EBITDA less recurring capital expenditures divided by total interest incurred, excluding the swap termination fee paid in the fourth quarter of 2009) was 2.8x for the trailing 12 months ended Sept. 30, 2010, compared with 2.3x in 2009 and 2.3x in 2008. Fitch anticipates that over the next 12-24 months, low single digit same-store NOI growth will result in fixed charge coverage of approximately 3.0x, absent significant deleveraging transactions. Sovran's leverage, measured as net debt to recurring operating EBITDA for the 12 months ended Sept. 30, 2010, remains strong for the 'BBB-' IDR at 4.4x, compared with 4.5x and 5.6x as of Dec. 31, 2009 and 2008, respectively. Fitch projects that leverage will likely remain between 4.0x and 4.5x by year-end 2011 principally due to retained cash from operations used to pay down borrowings. Although the company operates in 22 states, approximately 40% of Sovran's revenues are derived from Texas and Florida. The concentration in these two states with generally volatile weather patterns constitutes a credit concern. The company's sources of liquidity (unrestricted cash, availability under the unsecured revolving credit facility reduced by one-third in considering the 2012 maturity, projected retained cash flows from operating activities after dividends and distributions) divided by uses of liquidity (pro rata debt maturities and projected recurring capital expenditures) result in a liquidity coverage ratio of 0.5x for Oct. 1, 2010 through Dec. 31, 2012. This liquidity ratio is driven by a conservative reduction in the commitment size of the line of credit and the 2012 unsecured note maturity. However, the company's liquidity ratio would be 0.9x if the commitment size of the unsecured line of credit was unchanged and Sovran refinanced 85% of its maturing secured debt. Based on Fitch's report, 'Equity Credit for Hybrids and Other Capital Securities' dated Dec. 29, 2009, the two-notch differential between Sovran's IDR and its indicative preferred stock rating of 'BB' is consistent with Fitch's criteria for corporate entities with a 'BBB-' IDR. As of Sept. 30, 2010, the company had no preferred stock outstanding. The Stable Outlook centers on Fitch's expectation that the company's credit ratios will remain steady over the near term. The outlook further reflects Fitch's expectation that demand for self-storage real estate remains stable. Guidelines For Further Rating Actions These factors may have a positive impact on the company's ratings: -- Maintaining fixed charge coverage above 3.0x (for the 12 months ended Sept. 30, 2010, fixed charge coverage was 2.8x); -- Net debt to recurring operating EBITDA remaining below 4.0x (leverage was 4.4x as of Sept. 30, 2010); -- More geographic diversity; -- A liquidity surplus. Going forward, these factors may have a negative impact on the company's ratings: -- If fixed charge coverage declines below 2.0x; -- If net debt to recurring operating EBITDA increases above 6.0x; -- If Fitch expects the company to breach any covenant, reducing the company's financial flexibility. STRAWBERRY FARMS: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Strawberry Farms, L.L.C. 42 Pierce Road Preston, CT 06365 Bankruptcy Case No.: 10-24278 Involuntary Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Petitioner's Counsel: Mark E. Block, Esq. BLOCK JANNEY & PASCAL LLC 138 Main Street P.O. Box 310 Norwich, CT 06360 Tel: (860) 889-3855 Fax: (860) 886-6352 E-mail: mblock@bjplawyers.com Creditor who signed the Chapter 11 petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ ABCO Realty, LLC Note $650,000 50 Bayview Road Niantic, CT 06357 STRAWBERRY PARK: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Strawberry Park RV Resort, Inc 43 Pierce Road Preston, CT 06365 Tel: (860) 889-3855 Bankruptcy Case No.: 10-24277 Involuntary Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Petitioners' Counsel: Mark E. Block, Esq. BLOCK JANNEY & PASCAL LLC 138 Main Street P.O. Box 310 Norwich, CT 06360 Tel: (860) 889-3855 Fax: (860) 886-6352 E-mail: mblock@bjplawyers.com Creditors who signed the Chapter 11 petitions: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ The Citizens National Bank Note $154,000 182 Main Street Putnam, CT 06260 Richard I. Rothstein Notes $507,000 121 Broadway Norwich, CT 06360 Joseph Biber Loans $264,000 94 Weber Farm Road Norwich, CT 06360 SUN PRODUCTS: S&P Gives Negative Outlook, Affirms 'B+' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Wilton, Conn.-based Sun Products Corp. to negative from stable. S&P also affirmed the 'B+' corporate credit rating on the company and the 'BB' rating on the company's first- and second- lien senior secured credit facilities. The recovery ratings remain '1', indicating S&P's expectation for substantial recovery (90% to 100%) of principal in the event of a payment default. "The outlook revision reflects credit measures that are weaker than S&P had expected following a decline in operating performance in 2010, and S&P now expect that metrics will likely remain close to current levels in the near term," said Standard & Poor's credit analyst Mark Salierno. Currently, S&P estimates leverage, as measured by total adjusted debt (which includes preferred stock and the present value of noncancelable operating lease obligations) to EBITDA to be approximately 5.6x. Although S&P believes that the company maintains adequate liquidity, S&P believes that industry conditions will remain competitive in 2011, which could pressure performance further. As of Sept. 30, 2010, Sun Products had more than $1.6 billion of funded long-term debt outstanding. The ratings on privately owned Sun Products reflect S&P's view that the company has an aggressive financial risk profile, based on its existing financial policy, leveraged capital structure, and weak cash flow metrics. S&P also views the company's business risk profile as weak based on its narrow business and geographic focus, some customer concentration risk, and its participation in the mature and highly competitive North American detergent segment of the consumer products sector. However, S&P believes it benefits somewhat from its leading positions in the private-label North American detergent industry, in addition to its good market position and portfolio of well-known owned brands, which include Wisk, All, Sun, Snuggle, and Surf. SUNCOAST ALUMINUM: Business Debt Prompts Bankruptcy Filing ---------------------------------------------------------- Casual Living reports that Suncoast Aluminum Furniture filed for bankruptcy protection because of business debt to secured creditor Busey Bank. According to the report, court documents show that during 2010, Suncoast experienced problems with working capital under a revolver facility with Busey Bank. In an effort to preserve operations and manage temporary operating shortfalls, a previous member of Suncoast's management submitted inaccurate borrowing base reports to Busey Bank. Casual Living recounts that that Suncoast refinanced certain obligations owed to Bank of America in 2006 by obtaining loans from Busey Bank. Suncoast now has an asset-based revolving line of credit facility and two mortgage loans with Busey Bank, with a total indebtedness of approximately $7.5 million. As of the petition date, Suncoast owed about $3.2 million to Busey Bank on real estate loans, and approximately $4.24 million on its line of credit. In addition to the secured debts, unsecured claims against Suncoast totaled $362,097 including $55,000 to Merchandise Mart in Chicago; $51,600, Supplier Sapa Extruder Inc.; and $24,000, Superior Sample Co. Based in Fort Myers, Florida, Suncoast Aluminum Furniture Inc. filed for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr. M.D. Fla. Case No. 10-29108). Judge David H. Adams precedes the case. Stephen R. Leslie, Esq., Stichter, Riedel, Blain & Prosser, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. SUNOVIA ENERGY: Kingery & Crouse Raises Going Concern Doubt ----------------------------------------------------------- Sunovia Energy Technologies, Inc., filed on December 14, 2010, its annual report for the fiscal year ended July 31, 2010. Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial doubt about Sunovia Energy Technologies' ability to continue as a going concern. The independent auditors noted that the Company the Company has experienced losses of $20.52 million for the year ended July 31, 2010, and at July 31, 2010, the Company had a working capital deficiency of $1.66 million. The Company reported a net loss of $20.52 million on $1.59 million of sales for fiscal 2010, compared with a net loss of $14.47 million on $996,080 of net sales for fiscal 2009. The Company's balance sheet at July 31, 2010, 2010, showed $2.73 million in total assets, $4.01 million in total liabilities, and a stockholders' deficit of $1.28 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7111 Sarasota, Fla.-based Sunovia Energy Technologies, Inc. (OTC BB: SUNV) -- http://www.sunoviaenergy.com/-- directly and through its wholly-owned subsidiaries, EvoLucia, Inc., and Sunovia Solar, Inc., is in the business of providing energy-efficient and sustainable energy solutions by implementing technology in three main areas: light emitting diode (LED) lighting, solar energy and infrared. SUNWEST MANAGEMENT: Makes First Distribution to Claimants --------------------------------------------------------- The federal equity receiver in charge of former Oregon-based senior living provider Sunwest Management disclosed that he will be mailing the first round of checks this week. Investors and other claimants in the Sunwest securities violation case and related Chapter 11 bankruptcy proceeding should receive the forty- percent distribution before year end. Resources for the initial distribution total $228 million and derive from a $1.2 billion real estate transaction closed earlier this year, in which a joint venture led by Blackstone Real Estate Advisors VI LP and Emeritus Senior Living acquired 144 Sunwest properties in exchange for cash, securities and assumption of debt. Depending on elections made through the Sunwest bankruptcy process, claimants will receive cash and/or securities in the new Sunwest Rollover Member LLC, a 13% partner in the joint venture. U.S. District Court Judge Michael Hogan appointed Michael Grassmueck of the Portland-based Grassmueck Group as receiver in connection with the lawsuit brought in March 2009 by the Securities and Exchange Commission against Sunwest and its founder Jon Harder for alleged fraud and securities law violations. At the same time, Judge Hogan formally appointed Clyde Hamstreet of Hamstreet & Associates to serve as chief restructuring officer (CRO) for the Sunwest business entities, a role the Portland-based turnaround firm initially took on in November 2008. The Grassmueck and Hamstreet firms worked closely together throughout the restructuring, jointly submitting the receivership's distribution plan, approved by Judge Hogan in October 2009, and the bankruptcy plan of reorganization, approved in July 2010. Grassmueck led the claims process and litigation against third parties involved in alleged securities violations, while Hamstreet focused on improving business operations and negotiating and closing the Blackstone transaction. "We are thrilled to be getting this distribution out before Christmas," Grassmueck said. "Sunwest stopped paying many of its bills and most of its investor obligations in the summer of 2008, so these people have been waiting a long time for money to flow in their direction from Sunwest. And I'm even more thrilled at the amount of the distribution. I don't know that I've ever seen a forty-percent recovery in a securities fraud case--and this is only our first distribution." Over the next two to three years, Grassmueck anticipates making at least two more distributions, which he and Hamstreet estimate could add another eighteen to twenty cents on the dollar to the forty that goes out this week. "We have two further significant resources to work with," Grassmueck said. "The receivership has retained a group of assets that we will be liquidating over time. Most of these are real estate assets, but we also have the former captive insurance company and various notes receivable and financial assets. And then there are the third party claims. We have significant settlements in the works with law firms and broker-dealers that helped Sunwest package and sell its investments, and we should see the first funds from those settlements early in 2011." "The extraordinary results in this case speak for themselves," said Portland attorney Al Kennedy, who with his firm Tonkon Torp led the CRO's legal team. "Before the SEC filed its lawsuit, most investors would have been lucky to recover ten cents on the dollar. But once the receivership came into being and we began working with Judge Hogan, we were able to restructure successfully and get a very good price for the core of Sunwest's business." "The creation of value through the business operations and real estate transaction was key to achieving recovery for investors and creditors," said Hamstreet. "But it's also important to recognize the role played by the claims process. The receiver mailed 80,000 notices to potential claimants at the outset of the case, and received claims totaling ten billion dollars. Since the claims bar date at the end of April 2010, he and his team have reviewed, evaluated, and negotiated those claims down to less than 4,000 in number and about $550 million. That is an impressive achievement." Grassmueck will carry out his duties as receiver until no substantive assets remain to be collected and liquidated, and the receivership closes. With the senior living operations gone, however, and the bankruptcy case near its end, Mr. Hamstreet intends to step down as CRO at the end of the year. Distributions Nearly Two Years in the Making The payment of first distributions culminates a long and sometimes contentious process to restructure the company and determine the best way to maximize and recover value for investors and creditors in the former Sunwest enterprise. Key milestones in the restructuring and recovery process include: November 2008 Clyde Hamstreet is engaged by Sunwest Management as CRO. December 2008 Twenty-five Sunwest affiliated entities, including Stayton SW Assisted Living LLC, file chapter 11 bankruptcy cases. March 2, 2009 SEC files a lawsuit against Sunwest Management and Jon M. Harder. March 10, 2009 U.S. District Court in Eugene, Ore., appoints Michael Grassmueck as federal receiver and Clyde Hamstreet as CRO of Sunwest and affiliated entities. August 2009 The Receiver and CRO submit a joint distribution plan to the Court. Negotiations and diligence by the Blackstone/Emeritus joint venture begins. September 15, 2009 Sunwest and Blackstone reach agreement in principle on terms of acquisition. October 2, 2009 U.S. District Court Judge Michael Hogan approves distribution plan. All Sunwest-affiliated entities are consolidated into the Stayton Chapter 11 case. March 25, 2010 U.S. District Court Judge Hogan approves the Blackstone/Emeritus purchase agreement and auction procedures. May 17, 2010 Bankruptcy auction is held with Blackstone/Emeritus Joint Venture as the successful bidder. July 13, 2010 Judge Hogan confirms reorganization plan. August 5, 2010 Blackstone/Emeritus joint venture acquires 132 Stayton senior living communities. The joint venture acquires the remaining 12 communities between September 1 and December 1. October 18-20, 2010 Court-supervised mediations culminate intensive claims administration and adjudication process. November 29, 2010 Judge Hogan enters order establishing allowed claim amounts. December 20-22, 2010 Receiver makes first distribution of cash and securities. About Sunwest Management Founded in Oregon in 1991, Sunwest Management -- http://www.sunwestmanagement.com/-- was one of the largest private senior living providers in the U.S. In March 2009, U.S. District Judge Michael Hogan appointed Michael Grassmueck -- founder and principal of Portland, Oregon-based Grassmueck Group, a national firm that specializes in fiduciary and insolvency services -- as receiver for the Company after the Securities and Exchange Commission filed suit against Sunwest and former CEO Jon Harder, alleging securities fraud. Sunwest Management placed 10 assisted living centers -- two in Oregon -- into Chapter 11 bankruptcy. Briarwood Retirement and Assisted Living Community LLC, which owns a retirement center in Springfield, and Century Fields Retirement and Assisted Living Community LLC, which owns a center in Lebanon, filed for Chapter 11 protection on August 19, 2008. On Aug. 17, 2008, eight Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection from creditors in Tennessee. Sunwest was later renamed Stayton SW Assisted Living. As reported by the Troubled Company Reporter on July 16, 2010, Judge Hogan confirmed the plan of reorganization in the Chapter 11 proceedings of Stayton. The plan provides for the sale of up to 149 senior living facilities to a joint venture formed by Blackstone Real Estate Advisors VI L.P., Emeritus Senior Living and Columbia Pacific Advisors. The Blackstone/Emeritus joint venture acquired the properties in exchange for cash, securities and debt valued at $1.3 billion in cash. Existing Sunwest investors were permitted to receive either cash or securities in the new company, with a choice between Class A preferred interests paying 6%, or up to 49% in common interests in the joint venture. The reorganization plan also provides for the creation of a Trustco entity to hold certain non-senior living assets, such as apartments, office buildings and bare land, and liquidate the assets over time for the benefit of the estate's investors and creditors. The Receiver oversees Trustco. As reported by the TCR on August 9, 2010, Stayton completed the sale of 132 senior living facilities to the joint venture. The transaction was valued at $1.2 billion. TAYLOR BEAN: Confirmation Hearing Set for Jan. 19 ------------------------------------------------- The Honorable Jerry A. Funk put his stamp of approval on the Second Amended and Restated Disclosure Statement with respect to the Second Amended and Restated Joint Plan of Liquidation proposed by Taylor, Bean & Whitaker Mortgage Corp., its debtor-affiliates, and the Official Committee of Unsecured Creditors appointed in those chapter 11 cases. Accordingly, the Debtors and the Committee may now solicit creditors for their votes to accept the plan. The Record Data for determining who can vote on the plan is Nov. 5, 2010. Ballots must be cast by Jan. 12, 2011, and any objections to the plan of liquidation must be filed and served by that date. A confirmation hearing will be held on Jan. 19, 2011, in Jacksonville, Fla. Copies of the Plan, Disclosure Statement and other relevant documents are available at http://www.bmcgroup.com/tbwmortgage/at no charge. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on August 24, 2009. Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq. -- singerman@bergersingerman.com -- and Arthur J. Spector, Esq. -- aspector@bergersingerman.com -- at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. TERRESTAR CORP: Harbinger Entities Have 29.8% Equity Stake ---------------------------------------------------------- Philip Falcone, managing member of Harbinger Capital Partners II LP and related entities, disclosed that he beneficially owns 56,579,253 shares of common stock of TerreStar Corp. representing 29.8% of the shares outstanding. As of August 2, 2010, there were 139,466,034 outstanding shares. Affiliates of Mr. Falcone also disclosed beneficial ownership of TerreStar stock: Shares Equity Beneficially Owned Stake ------------------ ------ Harbinger Capital Partners Master Fund I, Ltd. 37,049,174 21.6% Harbinger Capital Partners LLC 37,049,174 21.6% Harbinger Capital Partners Special Situations Fund, L.P. 10,327,857 7.0% Harbinger Capital Partners Special Situations GP, LLC 10,327,857 7.0% Credit Distressed Blue Line Master Fund, Ltd. 9,202,222 6.2% Harbinger Capital Partners II LP 9,202,222 6.2% Harbinger Capital Partners II GP LLC 9,202,222 6.2% Harbinger Holdings, LLC 47,377,031 26.2% About Terrestar Corp. Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. TerreStar had $1.4 billion of assets and $1.64 billion of liabilities as of June 30, according to its quarterly report filed with the U.S. Securities and Exchange Commission. The list of largest secured creditors shows U.S Bank National Association: -- as indenture trustee, is owed $943.96 million on account of 15% Senior Secured PIK Notes due 2014; and -- as collateral agent, is owed $85.96 million on account of a money credit Agreement. The Garden City Group, Inc. will act as claims and noticing agent in the chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP , serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. TERRESTAR NETWORKS: Deloitte Files 2nd Report on CCAA Cases ----------------------------------------------------------- Deloitte & Touche, Inc., the information officer in the proceedings under the Companies' Creditors Arrangement Act commenced by TerreStar Networks Inc., in its capacity as the foreign representative of the U.S. Debtors and on its own behalf, delivered its second information officer report to the Superior Court of Justice (Commercial List) for the Province of Ontario, in Canada on November 18, 2010. The Information Officer notes that the purpose of the Second Report is to provide the Canadian Court with: * information relating to certain further orders entered in the U.S. Bankruptcy Proceeding and the Foreign Representative's request to have those orders recognized by the Canadian Court; and * an overview of the Chapter 11 plan and Disclosure Statement relating to certain of the Debtors, which were filed in the U.S. Bankruptcy Proceeding on November 5, 2010. The U.S. Court Orders which the Foreign Representative seeks recognition for from the Canadian Court are: a. a final order approving the U.S. Debtors' entry into a secured DIP Facility; b. a final order (i) authorizing the U.S. Debtors to continue their existing cash management system, bank accounts and business forms, and paying any related fees, (ii) granting postpetition intercompany claims administrative expense priority, and (iii) authorizing continued intercompany transactions; and c. an order (i) authorizing, but not directing, the U.S. Debtors to pay certain taxes and fees, and (ii) authorizing financial institutions to honor all related cheques and electronic payment requests. A full-text copy of the Second Information Officer Report is available for free at: http://bankrupt.com/misc/TrStrCCAAInfoOffcr2.pdf About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Wins Nod to Pay Prepetition Taxes & Fees ------------------------------------------------------------ In the ordinary course of the business, TerreStar Networks Inc. and its debtor affiliates: (a) collect and incur taxes, including certain business, franchise, personal property, sales and use, goods and services, excise and other taxes in operating their business; (b) charge fees and other similar charges and assessments on behalf of various taxing, licensing and other governmental authorities; and (c) pay Fees to the Authorities for licenses and permits required to conduct their business in the ordinary course. The Debtors pay the Taxes and Fees monthly, quarterly or annually to the Authorities, in each case as required by applicable laws and regulations. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, contends that the Debtors' failure to pay the Taxes and Fees could materially and adversely impact their business operations in several ways. He points out that the Authorities may initiate audits of the Debtors, which would unnecessarily divert the Debtors' attention from the tasks required by the reorganization process at a critical time for their business. The Authorities may also attempt to suspend the Debtors' operations, file liens, seek to lift the automatic stay and pursue other remedies that will be administratively burdensome to the estates, Mr. Dizengoff adds. Certain directors and officers, he points out, could be subject to personal liability, which would likely distract those key personnel from their duties related to the Debtors' restructuring. Moreover, the Debtors' failure to pay the Fees would cause them to incur late fees, penalties and other charges in addition to the Fees, Mr. Dizengoff further notes. Accordingly, the Debtors sought and obtained the Court's authority to pay any amounts that may come due on account of prepetition claims relating to their business, franchise, personal property, sales and use, goods and services, excise and other taxes, as well as certain annual reporting, Federal Communications Commission and Canadian regulatory fees. The Debtors' Taxes and Fees are: A. State Use Taxes In the ordinary course of business, the Debtors purchase equipment necessary to their business operations. In lieu of the Debtors paying or incurring sales or excise taxes in connection with these purchases, applicable state taxing authorities require the Debtors to pay use taxes on the equipment. The Debtors pay Use Taxes on a monthly basis. They remit approximately $60,000 in the aggregate in Use Taxes per year to certain of the Authorities. As of the Petition Date, the Debtors have approximately $5,000 in accrued, unpaid prepetition Use Taxes. B. State Property Taxes Under applicable law, state and local governments in jurisdictions where the Debtors' operations are located, including Texas, Virginia, Arizona, Florida, Indiana, Louisiana, Maryland, North Carolina, North Dakota, New Mexico, Nevada, Oregon, Utah, and Washington are granted the authority to levy property taxes against real and personal property. The Debtors generally do not own real property but typically pay approximately $300,000 per year in property taxes on their personal property in the ordinary course of business as the taxes are invoiced. The Debtors estimate that, as of the Petition Date, they have approximately $120,000 in accrued, unpaid Property Taxes that will come due in the first quarter of 2011. C. Business Taxes and Annual Reporting Fees Certain states require the Debtors to pay various business taxes, which may be based on gross receipts or other bases determined by the taxing jurisdiction. Certain states also require the Debtors to pay annual reporting fees to state governments to remain in good standing for purposes of conducting business within the state. The Debtors pay approximately $25,000 per year with respect to various business taxes and annual reporting fees, according to Mr. Dizengoff. The Debtors estimate that there are currently no amounts owing to the various Authorities with respect to prepetition business taxes and annual reporting fees. They acknowledge that if any amounts are owed, some of the business taxes and annual reporting fees may, under applicable law, be entitled to a priority claim. D. Delaware Franchise Taxes The Debtors pay franchise taxes to the state of Delaware to operate their business in that state. The Delaware franchise taxes total $405,000 per year. The Debtors estimate that, as of the Petition Date, they have approximately $177,000 in accrued, unpaid Delaware franchise taxes that will come due in the first quarter of 2011. E. Canadian Taxes In connection with the operation of their Canadian affiliates, the Debtors are responsible for paying Canadian corporation, retail sales and capital taxes each year. The amount of Canadian Taxes the Debtors incur varies from year to year. In 2009, the Debtors paid approximately C$119,000 in Canadian Taxes and estimate that they will owe approximately C$50,000 in Canadian Taxes for tax year 2010. The anticipated reduction is based on the phasing out of the Ontario capital tax in July 2010, which tax comprised the vast majority of the Debtors' Canadian tax liability, Mr. Dizengoff explains. F. FCC and Canadian Regulatory Fees Section 9 of the Communications Act of 1934 empowers the Federal Communications Commission to "assess and collect regulatory fees to recover the costs of . . . enforcement activities, policy and rulemaking activities, user information services, and international activities." As a satellite communications company, the Debtors are subject to regulation and oversight by the FCC and incur regulatory fees in the ordinary course of business. The Debtors' annual FCC Fees are approximately $1,500 that are due in August 2011. The Debtors estimate that, as of the Petition Date, they have approximately $240 in accrued prepetition FCC Fees that will come due in August 2011. In addition to the FCC Fees, the Debtors, in the ordinary course of business, incur approximately C$39,000 in Canadian regulatory fees per year in connection with the operation of the TerreStar-1 Satellite and five Canadian calibration earth stations. The Canadian Regulatory Fees are payable to the Canadian Government on an annual basis. Included in the Canadian Regulatory Fees are mobile satellite service license fees, radio license fees and spectrum fees. The Debtors estimate that, as of the Petition Date, they have approximately C$16,250 in accrued prepetition Canadian Regulatory Fees that will come due in March 2011. The Debtors also asked Judge Lane to authorize financial institutions (i) to receive, process, honor and pay all checks presented for payment and electronic payment requests relating to the Taxes, whether those checks were presented or electronic requests were submitted before or after the Petition Date; and (ii) to rely on the Debtors' designation of any particular check or electronic payment request related to those Taxes, as appropriate. About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Wins OK to Tap Ordinary Course Professionals ---------------------------------------------------------------- TerreStar Networks Inc. and its units sought and obtained authority from the U.S. Bankruptcy Court to employ and compensate certain professionals utilized in the ordinary course of their business. The Debtors also reserve the right to retain additional OCPs from time to time during the pendency of their Chapter 11 cases. The OCPs provide services for the Debtors in a variety of matters unrelated to the Chapter 11 cases, including legal services with regard to specialized areas of the law, like securities, tax, corporate governance and Federal Communications Commission regulation, relates Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. A list of the Debtors' current OCPs is available for free at: http://bankrupt.com/misc/TSN_OCPs.pdf The Debtors also employ, in the ordinary course of business, professional service providers. Although some of the Service Providers have professional degrees and certifications, they provide services to the Debtors that are integral to the day-to- day operation of the Debtors' business and do not directly relate to or materially affect the administration of the Chapter 11 cases. Mr. Dizengoff asserts that the continued employment and compensation of the OCPs and Service Providers is in the best interests of the Debtors' estates, creditors and other parties- in-interest. Although the Debtors anticipate that the OCPs and Service Providers will wish to continue to represent them during their Chapter 11 cases, many would not be in a position to do so if the Debtors could not pay them on a regular basis, Mr. Dizengoff tells the Court. He asserts that without the background knowledge, expertise and familiarity that the OCPs and Service Providers have relative to the Debtors and their operations, the Debtors undoubtedly would incur additional and unnecessary expenses in educating and retaining replacement professionals. It would be impractical, inefficient and extremely costly for the Debtors and their legal advisors to prepare and submit individual applications and proposed retention orders for each OCP and Service Provider, Mr. Dizengoff points out, in light of the substantial number of OCPs and Service Providers, and the significant costs associated with the preparation of employment applications for professionals who will receive relatively modest fees. Although some of the OCPs and Service Providers may hold relatively small unsecured claims against the Debtors in connection with services rendered to the Debtors prepetition, the Debtors do not believe that any of the OCPs or Service Providers have an interest materially adverse to them, their creditors or other parties-in-interest, according to Mr. Dizengoff. Against this backdrop, the Debtors have designed streamlined procedures for the retention and compensation of OCPs after the Petition Date. The OCP Procedures will enable the Debtors to employ OCPs upon the filing of a declaration of disinterestedness, and a brief objection period for certain parties, including the United States Trustee for the Southern District of New York and any statutory committee appointed in these Chapter 11 cases. Among other things, each Declaration of Disinterestedness will state that the respective OCP does not have any material interest adverse to the Debtors or their estates. The OCP Procedures further provide that all OCP fees and expenses, excluding costs and disbursements, must not exceed $50,000 per month and that each OCP's fees, excluding costs and disbursements, must not exceed $300,000 in the aggregate during the pending of the Debtors' Chapter 11 cases. A copy of the Proposed OCP Retention and Compensation Procedures is available for free at: http://bankrupt.com/misc/TSN_OCPProcs.pdf About TerreStar Networks Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR) -- http://www.terrestar.com/-- is in the mobile communications business through its ownership of TerreStar Networks, its principal operating subsidiary, and TerreStar Global. TerreStar Networks, in cooperation with its Canadian partners, TerreStar Canada and TerreStar Solutions, majority-owned subsidiaries of Trio 1 and 2 General Partnerships, plans to launch an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using integrated satellite-terrestrial smartphones and other devices. This system build out will be based on an integrated satellite and ground- based technology intended to provide communication service in most hard-to-reach areas and will provide a nationwide interoperable, survivable and critical communications infrastructure. The Company intends to provide multiple communications applications, including voice, data and video services. As of June 30, 2010, the Company had four wholly owned subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar Holdings Inc., and TerreStar New York Inc. Motient Ventures Holding Inc., a wholly owned subsidiary of MVH Holdings Inc., directly holds approximately 89.3% and 86.5% interest in TerreStar Networks and TerreStar Global, respectively. TerreStar Networks Inc. and Its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No. 10-15446). The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not among the Chapter 11 filers. The Garden City Group, Inc., will act as claims and noticing agent in the Chapter 11 cases. Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy counsel to the Debtors. Blackstone Advisory Partners LP is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TIB FINANCIAL: Gives Rights to Buy 1.5MM Shares to Raise Funds -------------------------------------------------------------- TIB Financial Corp. filed with the Securities and Exchange Commission on December 15, 2010, an amended Form S-1 regarding the distribution at no charge to holders of its common stock non- transferable subscription rights to purchase up to 1,488,792 shares of common stock. Holders will receive ten subscription rights for each pre-split share of common stock held of record as of 4:01 p.m., New York City time, on July 12, 2010. Each whole subscription right will entitle holders to purchase one one-hundredth (1/100th) of a share of the Company's common stock at a subscription price equal to $15.00 per full share of common stock, subject to an overall beneficial ownership limit of 4.9%. The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on January 10, 2011, unless the Company extend the offering period in its sole discretion. All exercises of subscription rights are irrevocable. The Company's board of directors is making no recommendation regarding the exercise of the subscription rights. The subscription rights may not be sold or transferred. The Company said it may in its sole discretion cancel the rights offering at any time and for any reason. If Company cancels this offering, the subscription agent will return all subscription payments it has received for the cancelled rights offering without interest or penalty. The Company has agreed with American Stock Transfer & Trust Company, LLC to serve as the subscription agent for the rights offering. The subscription agent will hold in escrow the funds the Company receives from subscribers until it completes or cancels the rights offering. Phoenix Advisory Partners, LLC will serve as information agent for the rights offering. The shares are being offered directly by the Company without the services of an underwriter or selling agent. The total proceeds to the Company from the rights offering will depend on the number of rights that are exercised. If all 1,488,792 shares available in the rights offering are issued, the total proceeds, before expenses, will be approximately $22.3 million. The Company intends to use the proceeds from the rights offering for general corporate purposes, which may include investment in TIB Bank. Shares of the Company's common stock are traded on the NASDAQ Global Select Market under the symbol "TIBB." The shares of common stock issued in the rights offering will also be listed on the NASDAQ Global Select Market under the same symbol. The subscription rights will not be listed on NASDAQ or any other stock exchange or trading market. A copy of the prospectus is available for free at: http://ResearchArchives.com/t/s?70fc The Company originally filed its Form S-1 with SEC on November 29, 2010, a copy of which is available for free at: http://ResearchArchives.com/t/s?70f9 About TIB Financial Corp. Headquartered in Naples, Florida, TIB Financial Corp. -- http://www.tibfinancialcorp.com/-- is a financial services company with approximately $1.7 billion in total assets and 28 full-service banking offices throughout the Florida Keys, Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and Venice. TIB Financial Corp. is also the parent company of Naples Capital Advisors, Inc., a registered investment advisor with approximately $169 million of assets under advisement. TIB Financial Corp., through its wholly owned subsidiaries, TIB Bank and Naples Capital Advisors, Inc., serves the personal and commercial banking and investment management needs of local residents and businesses in its market areas. The Company's balance sheet as of September 30, 2010, showed $1,740,891,000 in total assets, $1,563,826,000 in total liabilities, and $177,065,000 in stockholders' equity. * * * As reported in the Troubled Company Reporter on April 6, 2010, Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred net losses in 2009, 2008 and 2007, primarily from loan and investment impairments. In addition, the Company's bank subsidiary is operating under an informal agreement with bank regulatory agencies that requires, among other provisions, higher regulatory capital requirements. The Bank did not meet the higher capital requirement as of December 31, 2009, and therefore is not in compliance with the regulatory agreement. Failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. TONI BRAXTON: Mortgage Lender Wants Lift Stay to Foreclose ---------------------------------------------------------- "Unbreak My Heart" singer Toni Braxton is facing a bid to break the shield of the bankruptcy court that's currently protecting her from the reach of her creditors, Dow Jones' Small Cap reports. According to the report, US Bank, which represents the holder of Ms. Braxton's mortgage debt, recently filed court papers in the R&B and pop singer's bankruptcy proceeding seeking relief from the automatic stay with respect to Ms. Braxton's Duluth, Ga., home. If granted, the request would allow the mortgage holder to take such potential actions as launching foreclosure proceedings or demanding immediate repayment, the report notes. Dow Jones' notes that in court papers filed Dec. 9, US Bank said Ms. Braxton doesn't have any equity in the property nor is the mortgage holder's interest in the property adequately protected. (Braxton herself doesn't own the property; a trust does.) As of Nov. 23, US Bank said Braxton owes the full $1.5 million on her mortgage, while the property itself been appraised at $1.2 million, the report adds. About Toni Braxton Toni Braxton is an R&B singer, winning six Grammy Awards in her career and has sold 40 million records worldwide. She filed for Chapter 7 bankruptcy protection in Los Angeles, California, on September 30. Ms. Braxton, in her Chapter 7 petition, estimated $1 million to $10 million in assets and $10 million to $50 million in debts. Braxton also filed for bankruptcy back in 1998 and saw the IRS file a lien against her for $396,000 earlier this year. TOWNSENDS, INC: Files for Chapter 11 in Delaware ------------------------------------------------ Townsends, Inc., and four wholly owned subsidiaries filed for Chapter 11 bankruptcy protection on Dec. 19, 2010 (Bankr. D. Del. Lead Case No. 10-14092). "During the chapter 11 process, the Debtors intend to continue normal operations as they explore strategic alternatives for the benefit of their creditors and all other parties in interest," George C. White, chief financial officer of Townsends, Inc., said in a court filing. "Since 2008, our company has been impacted by record high feed- ingredient costs on the one hand and low chicken pricing on the other," said Frederick B. Beilstein III, chief executive officer, in a Company press release. "The Company's management and its Board of Directors determined that a Chapter 11 filing was a necessary part of the Company's restructuring. We believe that it will allow us to best serve our stakeholders, including our customers, our vendors and our employees." In conjunction with the filing, the Company is seeking approval to enter into a $52 million debtor-in-possession financing facility, to enable normal operation of its business, including the timely payment of employee wages and other obligations. During the Chapter 11 process, suppliers should expect to be paid for post-petition purchases of goods and services in the ordinary course of business, according to the Company statement. First Day Motions The Debtors filed customary "first day" motions, including requests to pay prepetition wages, honor prepetition customer programs, and pay prepetition claims of critical vendors. An interim hearing was held December 20, 2010, where Judge Christopher S. Sontchi approved some of the first day motions. The "first day" hearing is scheduled for December 21, 2010 at 11:00 a.m. (Eastern Time), according to the schedule posted in Donlin Recano's Web site. Financing for the Chapter 11 case will come from prepetition lenders. The Debtors have signed a term sheet providing for the principal terms for a senior secured superpriority debtor-in- possession credit facility on a superpriority and priming basis, which DIP Financing will consist of (a) loans up to $12 million to fund operations, pay the Carve-Out and other administrative expenses and (b) a loan of up to $40 million to refinance the revolving portion of the prepetition secured loan. Capital Structure As of December 5, 2010, the Debtors' unaudited consolidated financial statements reflected $504.2 million of revenue for the prior 12-month period, assets of approximately $131 million and liabilities of approximately $127 million. As of the Petition Date, the Debtors owe $20.7 million -- plus $12,085,417 in commitments with respect to letters of credit -- under a secured term loan and $40.0 million under a secured revolving line of credit. The Debtor also owes $8.3 million under 8.44% notes due June 1, 2013. Townsends estimated assets of $10 million to $50 million and debts of $50 million to $100 million in its Chapter 11 petition. Road to Bankruptcy According to Mr. White, the CFO, "Several factors have led to the commencement of these chapter 11 cases. The primary factor is that in 2008, the cost of feed ingredients used by the Debtors in their business increased to record amounts, while the price of poultry products decreased significantly due to the historic economic downturn and oversupply in the industry. This combination of high input costs and lower revenues resulted in a significant loss for the Debtors." These factors, Mr. White notes, led to the financial decline of several poultry processing companies, including the bankruptcy of one of the largest poultry processing companies in the United States, Pilgrim's Pride Corporation. For its part, Townsends incurred a loss of $48.9 million in 2008. As a result of the sizeable loss, the Debtors were forced to draw on a majority of its revolver -- becoming substantially overleveraged relative to their size and industry norms. In addition, the Debtors incurred covenant defaults under its secured loans and it notes. The forbearance agreement with lenders required the Company to pay fees and increased interest rates under the loans. The Debtors, according to Mr. White, have investigated and considered various out-of-court restructuring alternatives. The Debtors originally retained SSG Capital Advisors, LLC in late 2008 to explore certain refinancing and sale opportunities with third parties. SSG was temporarily put in hold in 2009 and early 2010 as the Debtors considered other options, but SSG was reengaged in March 2010 with a renewed focus of identifying refinancing and sale opportunities for the Debtors. Despite numerous discussions, management meetings and negotiations with many third parties, because of various factors, no viable out-of-court restructuring alternative has materialized. As a result of increased feed costs in mid- to late 2010, the Debtors again were forced to further draw down on the revolving line of credit, Mr. White said. The Debtors recognized that they would reach the limits on the revolving line of credit in December 2010 and, because the Bank Group declined to increase the available credit limit or provide the Debtors with over-advances outside a bankruptcy proceeding, the Debtors determined that a bankruptcy filing was necessary for the Debtors to continue to operate while exploring their strategic options. About Townsends Inc. Founded in 1891, Townsends Inc. is a third-generation, family- owned poultry company. Townsends claims to be a leading producer and marketer of quality, value added poultry products to the foodservice and retail grocery markets throughout the world. Headquartered in Georgetown, Delaware, Townsends operates, directly or through its four wholly-owned subsidiaries, production and processing facilities in Arkansas and North Carolina. As of December 8, 2010, Townsend had approximately 3,017 employees. Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, serves as counsel to the Debtor in the Chapter 11 case. McKenna Long & Aldridge LLP serves as special counsel. Donlin Recano is the claims and notice agent. TOWNSENDS, INC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Townsends, Inc. fka Townsend Speciality Foods TP Two LLC TP Nine LLC TP Ten LLC Ultimate Way I Townsend Foods TP Five LLC Boynton Beach I The Atrium Boynton Beach II TP Six LLC Georgetown I Colonnade I TP Poultry Inc. Townsend Sales Corp Townside Festival Townside TP Three LLC Townsend TP Four LLC TP One LLC TPRE LLC Ultimate Way II TP Seven LLC TP Eleven LLC TP Eight LLC Pocono Foods Wellington Manor Colonnade II 22855 DuPont Boulevard Georgetown, DE 19947 Bankruptcy Case No.: 10-14092 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Townsend Farms, Inc 10-14093 Townsends of Arkansas, Inc. 10-14094 Townsend Farms of Arkinsas, Inc. 10-14095 CrestwoodFamrs LLC 10-14096 Chapter 11 Petition Date: December 19, 2010 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Derek C. Abbott, Esq. MORRIS NICHOLS ARSHT & TUNNELL 1201 N. Market Street Wilmington, DE 19899 Tel: (302) 658-9200 Fax: (302) -658-3989 E-mail: dabbott@mnat.com Debtors' Special Counsel: MCKENNA LONG & ALDRIDGE LLP Debtors' Claims Agent: DONLIN RECANO Total Assets: $131 million as of Dec. 5, 2010* Total Debts: $127 million as of Dec. 5, 2010* In its Chapter 11 petition, Townsends, Inc., estimated assets of $10 million to $50 million and debts of $50 million to $100 million. The petitions weresigned by George C. White, chief financial officer. Townsend's List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ International Paper Co. Trade Payable $1,689,249 P.O. Box 644095 Pittsburgh, PA 15264 Commodity Specialists Company Trade Payable $1,017,884 P.O. Box 802233 Kansas City, MO 64180 Cargill, Inc. Trade Payable $918,773 P.O. Box 0283 Pittsburgh, PA 15264 FGDI, LLC Trade Payable $747,442 2160 Morningside Drive, Suite 100 Buford, GA 30518 West Central Trade Payable $713,232 RR3 Box 335 Adrian, MO 64720 Ackerman-Beardsley-Bennett, Inc Trade Payable $525,731 P.O. Box 556 Williston, CT 05495 H.J. Baker & Bro., Inc. Trade Payable $462,905 Dept Ch 19197 Palantine, IL 60055 Venture Milling Company Trade Payable $448,328 P.O. Box 200015 Pittsburgh, PA 15251 Novu L.L.L.P. Trade Payable $412,135 3526 Paysphere Circle Chicago, IL 60674 Danisco US Inc. Trade Payable $346,625 P.O. Box 7247-8528 Philadelphia, PA 19170 Install Inc. Trade Payable $318,484 P.O. Box 1323 Sanford, NC 27331 Archer Daniels Midland Co Trade Payable $317,144 1935 East Euclid Avenue Des Moines, IA 50313 Minnesota Soybean Processors Trade Payable $304,120 121 ZEH Avenue Brewster, MN 56119 Baltz Feed Trade Payable $297,679 P.O. Box 20 Pocahontas, AR 72455 Atlantic Corp Trade Payable $294,631 P.O. Box 60002 Charlotte, NC 28260 Bunzl Processor Division Trade Payable $288,915 12240 Collections Center Chicago, IL 60693 Morris Farm Center Trade Payable $288,842 P.O. Box 323 Piggott, AR 72451 Naylor AG Trade Payable $270,607 P.O. Box 7 Naylor, MO 63953 Imperial Freezer Services, LLC Trade Payable $253,504 111 Imperial Drive Sanford, NC 27330 Vance Supp & Sons Trade Payable $252,872 Box 6 Light, AR 72439 Portia Grain Trade Payable $238,784 Braswell Milling Company Trade Payable $231,119 Georgia-Pacific Corrugated LLC Trade Payable $215,863 Valley Proteins, Inc. Trade Payable $206,383 White River Petroleum Trade Payable $204,019 Tyson Foods, Inc. Trade Payable $191,981 United States Cold Storage Inc. Trade Payable $182,953 Packaging Specialties, Inc. Trade Payable $178,148 Batesville Cold Storage Trade Payable $166,158 Stephen Gould Corporation Trade Payable $161,818 TRUE NORTH: Withdraws Registration Statement Due to Funding Woes ---------------------------------------------------------------- Pursuant to Rule 477 of the Securities Act of 1933, as amended, True North Finance Corporation requested that the Securities and Exchange Commission consent to the withdrawal of the Company's Registration Statement on Form S-1, File No. 333-129919, which was originally filed on November 23, 2009, Amendment No. 1 on January 4, 2010, and Amendment No. 2 on January 21, 2010. Due to the length of time the registration process has taken, with related costs and expenses, and the directors being required to loan the company funds which they are no longer able to do, the directors have determined it would be in the Company's best interests to withdraw the Registration Statement given the lack of available funding. The Company believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act. About True North True North Finance Corporation -- http://www.truenorthfinance.com/ -- was formerly known as CS Financing Corporation. On June 22, 2009, CS Financing Corporation changed its name to True North Finance Corp. The Company is primarily a real estate lending company. CS Fund General Partner, LLC, became a wholly owned subsidiary of True North Finance Corporation pursuant to a merger on June 30, 2009. Although CS Fund General Partner, LLC, was considered the acquiring entity for accounting purposes, the Merger was structured so that CS Fund General Partner, LLC, became a wholly owned subsidiary of True North Finance Corporation. The Company's balance sheet at June 30, 2010, showed $7.3 million in total assets, $21.1 million in total liabilities, and a stockholders' deficit of $13.8 million. As reported in the Troubled Company Reporter on June 2, 2010, L.L. Bradford & Company, LLC, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has incurred recurring losses and its current liabilities exceed its current assets. TWAIN CONDOMINIUMS: Chapter 11 Filing Halts Foreclosure ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Twain Condominiums LLC, which owns a condominium conversion in Las Vegas known as Twain Estates, filed for Chapter 11 protection to halt foreclosure of an $11.4 million mortgage. The project was built in 1983 as a rental property and later converted to condominiums. Of 254 units, 192 remain unsold. Twain Condominiums, LLC, filed for Chapter 11 protection on Dec. 15, 2010 (Bankr. D. Nev. Case No. 10-33323). Thomas H. Fell, Esq., at Gordon Silver Attorneys And Counselors At Law, in Las Vegas, Nevada, serves as bankruptcy counsel. The Debtor estimated assets and debts of $10 million to $50 million in its petition. The case summary for Twain Condominiums is in the Dec. 20, 2010 edition of the Troubled Company Reporter. UCI INTERNATIONAL: To Sell in 13-Mil. Common Shares in IPO ---------------------------------------------------------- UCI International, Inc., is selling 13,333,334 shares of its common stock in its initial public offering at an offering price expected to be $14.00 to $16.00 per share, according to amendment No. 5 to the Company registration statement on Form S-1. According to Amendment No. 5, which was filed with the Securities and Exchange Commission November 19, 2010, the underwriters may also purchase up to an additional 2,000,000 shares from the Company, at the public offering price, less the underwriting discount, within 30 days from November 19, 2010, to cover overallotments, if any. The previous S-1 (Amendment No. 4 filed October 29, 2010) did not state the total number of shares available for issuance in the IPO and the expected offering price. The information in the prospectus is not complete. The registration statement is subject to review by the SEC and has not yet been declared effective by the SEC. A full-text copy of the prospectus is available for free at: http://ResearchArchives.com/t/s?70ba About UCI International UCI, headquartered in Evansville, Indiana, is one of the larger and more diversified companies primarily servicing the vehicle aftermarket. The company supplies a broad range of filtration products, fuel delivery systems, cooling systems, and vehicle electronics products. While approximately 88% of revenues are automotive related, UCI also services customers within the trucking, marine, mining, construction, agricultural, and industrial vehicle markets. Annual revenues in 2009 were approximately $885 million. UCI is a portfolio company of The Carlyle Group. The Company's balance sheet at $1.141 billion in total assets, $1.110 billion in total liabilities, and $30.16 million in stockholder's equity. In October 2010, Moody's Investors Service raised the ratings of UCI International -- Corporate Family and Probability of Default - - to B2 from Caa1. UCI is the ultimate parent of United Components, Inc. This action follows the execution of the new senior secured bank credit facilities and completes the review initiated on September 2, 2010. Moody's said the raising of UCI's Corporate Family Rating to B2 reflects the enhanced credit profile following the company's refinancing of its existing credit facilities. UNI-PIXEL INC: Announces Listing on NASDAQ; Symbol Is "UNXL" ------------------------------------------------------------ Uni-Pixel, Inc. disclosed in a Form 8-A filing with the Securities and Exchange Commission on December 6, 2010, that its common stock, par value $0.001 per share, has been listed on the NASDAQ Capital Market under the symbol "UNXL." The Company previously announced in a registration statement a public offering of 3,000,000 shares at a price of $5.00 per share. The aggregate price of the shares offered, excluding shares that may be sold on exercise of the underwriter's over-allotment option, is $15 million. The net proceeds of the offering after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $13.3 million. MDB Capital Group LLC, the sole manager for the offering, has been granted a 45-day option to purchase up to an additional 450,000 shares of Uni-Pixel's common stock to cover over-allotments, if any. The Company has also agreed to issue to MDB Capital a warrant to purchase shares of its common stock in an amount up to 10% of the shares of common stock sold in the offering. If MDB Capital exercises this warrant, the Company anticipates each share of common stock may be purchased at $6.00 per share. A copy of the prospectus is available for free at http://ResearchArchives.com/t/s?70db The SEC declared the registration statement effective December 9, 2010. In connection with the close of the offering, Uni-Pixel completed a 1-for-15 reverse stock split. About Uni-Pixel, Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. PMB Helin Donovan, LLP, in Houston, 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 sustained losses and negative cash flows from operations since inception. The Company's balance sheet as of September 30, 2010, showed $1.26 million in total assets, $4.15 million in total liabilities, and a stockholders' deficit of $2.89 million. UNIGENE LABORATORIES: Restates License Deal with GSK ---------------------------------------------------- Unigene Laboratories Inc. entered into an amended and restated exclusive worldwide license agreement with GlaxoSmithKline to develop and commercialize an oral formulation of a recombinantly produced parathyroid hormone analog for the treatment of osteoporosis in postmenopausal women and plans to initiate a Phase 2 study in the first quarter of 2011. Under the terms of the Amended And Restated Agreement, Unigene will conduct the Phase 2 study and will be eligible to receive the remaining milestone payments of up to $142 million including an upfront payment of $4 million, an additional $4 million payment upon completion of Phase 2 patient enrollment and further payments based on the achievement of regulatory and commercialization milestones. In addition, Unigene is eligible to receive tiered low double-digit royalties on global sales. Once the Phase 2 study has been completed and based on a review of the data, GSK may elect to assume responsibility for all future development and commercialization of the product. In April 2002, GSK and Unigene signed the original exclusive worldwide license agreement to develop and commercialize the oral PTH program for osteoporosis with potential payments totaling approximately $150M upon the successful achievement of development and commercialization milestones. Prior to the revised agreement, an aggregate of $8M in up-front and milestone payments were made to Unigene. In addition, Unigene was entitled to reimbursement for development expenses, as well as tiered low double-digit royalties on global sales. Ashleigh Palmer, Chief Executive Officer of Unigene Laboratories, Inc., said, "Over the past several months we have been focused on multiple strategic imperatives, including working closely with GSK on prioritizing the advancement of our oral PTH Phase 2 program for osteoporosis." Palmer continued, "The completion of our amended agreement with GSK provides a clear path forward for the PTH program and is a significant milestone for Unigene. This is a strong validation of our new management team's commitment to our strategy and our ability to deliver results. Importantly, we now have the financial resources needed to continue to advance our oral PTH program. We are thrilled to be continuing our collaboration with GSK to advance our oral PTH program while leveraging their impressive global clinical, regulatory and commercial expertise." About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. The Company's balance sheet at Sept. 30, 2010, showed $25.66 million in total assets, $62.50 million in total liabilities, and a stockholders' deficit of $36.83 million. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNIGENE LABORATORIES: Thomas Has Stock Option for 250,000 Shares ---------------------------------------------------------------- Jenene Thomas, VP of Investor Relations at Unigene Laboratories, Inc., holds options to buy up to 250,000 shares of the Company's S common stock, according to her Form 3 filing dated November 29, 2010. According to the filing, options to acquire 75,000 shares at an exercise price of $0.5 per share may be exercised beginning November 2011; another 75,000 shares may be purchased beginning in November 2012; and up to 100,000 shares may be purchased beginning in November 2013. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. The Company's balance sheet at Sept. 30, 2010, showed $25.66 million in total assets, $62.50 million in total liabilities, and a stockholders' deficit of $36.83 million. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNISYS CORP: Registers 5-Mil. Shares to Be Offered to Employees --------------------------------------------------------------- In separate Form S-8 filings with the Securities and Exchange Commission on December 6, 2010, Unisys Corporation registered an aggregate of 5,000,000 shares of its common stock that will be offered to its employees via benefit or incentive plans: (a) The 994,000 shares are being registered for the Unisys Savings Plan and 6,000 shares being registered with respect to the Unisys Savings Plan for Puerto Rico Employees, a copy of the prospectus is available for free at http://ResearchArchives.com/t/s?710a (b) The 4,000,000 shares of common stock are being registered for the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan, a copy of the prospectus is available for free at http://ResearchArchives.com/t/s?710b About Unisys Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. The Company's balance sheet for Sept. 30, 2010, showed $2.840 billion in total assets; total current liabilities of $1.256 billion, long-term debt of $836.7 million, long-term postretirement liabilities of $1.498 billion, long-term deferred revenue of $143.5 million, and other long-term liabilities of $139.2 million; and a stockholders' deficit of $1.0345 billion. UNISYS CORP: R. Frankenfield Owns 513 Shares of Common Stock ------------------------------------------------------------ In a Form 3 filing with the Securities and Exchange Commission on December 9, 2010, Ronald S. Frankenfield, senior vice president at Unisys Corp, disclosed that he directly beneficially owns 513.6 shares of common stock of Unisys Corp. Mr. Frankenfield also disclosed that he indirectly owns 75 shares owned by his daughter; 1,986.9429 owned by the Unisys Savings Plan trust; and 70 shares owned by his daughter. Mr. Frankenfield beneficially owns 182 shares of restricted stock units. He also has the option to buy 3,750 shares of common stock, which option will expire on February 12, 2014 and the right to buy 4,000 shares of common stock, which stock option will expire on February 11, 2015. About Unisys Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. The Company's balance sheet for Sept. 30, 2010, showed $2.840 billion in total assets; total current liabilities of $1.256 billion, long-term debt of $836.7 million, long-term postretirement liabilities of $1.498 billion, long-term deferred revenue of $143.5 million, and other long-term liabilities of $139.2 million; and a stockholders' deficit of $1.0345 billion. UNITED WESTERN: Western Bank Amends Thrift Financial Report ----------------------------------------------------------- United Western Bancorp Inc. in its Form 12b-25 filed with the Securities and Exchange Commission on November 10, 2010, said that it has been engaged in discussions with the Office of Thrift Supervision and the Federal Deposit Insurance Corporation regarding the Company's wholly owned subsidiary, United Western Bank, and the Bank's consistently applied methodology for determining other-than-temporary-impairment on non-agency, mortgage-backed securities at September 30, 2010. On December 8, 2010, the Bank filed an amended Thrift Financial Report with the OTS reflecting an additional $16.3 million in OTTI charges as of September 30, 2010. The additional OTTI charges reduced the Bank's Core Capital Ratio to 6.20% and the Bank's Risk-Based Capital Ratio to 7.80% as of such date, which caused the Bank to fall into the "Undercapitalized" capital category under applicable regulations. The Company and the Bank are presently assessing the impact this will have on the Bank's operations on a go-forward basis. A full-text copy of the Bank's amended TFR will be available soon from the Internet at https://cdr.ffiec.gov/public/ManageFacsimiles.aspx About United Western Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK) -- http://www.uwbancorp.com/-- is a holding company whose principal subsidiary, United Western Bank, is a community bank focused on Colorado's Front Range market and selected mountain communities. United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its direct subsidiary, entered into a Fifth Forbearance and Amendment Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010. The terms of the Fifth Forbearance Agreement provide, among other things, that (i) JPMorgan agrees to forbear from exercising its rights and remedies under the Loan Documents on account of the Fifth Forbearance Disclosed Defaults provided the Company and the Pledgor satisfy all obligations set forth in the Fifth Forbearance Agreement from the Effective Date as defined in the Agreement until the earlier of: (i) the end of business on January 14, 2011; or (ii) the occurrence of a default, other than the Fifth Forbearance Disclosed Defaults, under any of the Loan Documents, the Fifth Forbearance Agreement or any other agreement required to be entered into by the Fifth Forbearance Agreement. The forbearance by JPMorgan is conditioned upon, among other things, the Company entering into an investment agreement with at least two anchor investors on or before October 31, 2010, with the investment agreement providing for the investment by the anchor investors of no less than $91 million and collectively, an investment of approximately $200 million of new money capital in the Company. UNIVERSITY MILLENNIUM: Court Vacates Conditional Case Dismissal --------------------------------------------------------------- The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida has vacated the order of conditional dismissal on Darrell Hanson and Phoenix Development Group, LLC's involuntary petition to put University Millennium Park LLC into bankruptcy. The conditional order of dismissal dismisses the case for failure to timely pay the $1,039 filing fee but affords the Petitioning Creditors 10 days to pay the fee before the dismissal takes effect. Phoenix Development can proceed in the mortgage foreclosure action, Case No. 08-27272, currently pending in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. The 14-day stay applicable to orders granting motions for relief from stay under Federal Rule of Bankruptcy Procedure 4001(a)(3) is waived. The Court will conduct a hearing on January 5, 2011, at 9:30 a.m. to consider the dismissal of the case. The Petitioning Creditors' failure to pay the filing fee will be included as a factor to dismiss the case. Darrell Hanson and Phoenix Development Group, LLC, filed a petition to involuntarily put Univeristy Millenium Park LLC -- aka Sydney Mines Reclamation LLC, Sydney Mines Development Company LLC, SS Group Investments LLC, and Darrell Hanson -- and Patrick Lennon MacFarlane Ferguson et al. into bankruptcy protection on December 2, 2010 (Bankr. M.D. Fla. Case No. 10-29022). US LOAN AUDITORS: Closes Down Business Entirely ----------------------------------------------- US Loan Auditors announced in its Web site, "Due to a recent order by a Sacramento Judge, and new legislation that will become effective January 1st, 2011 US Loan Auditors has had to close its doors, and close down the business entirely. Due to these changes in legislation, US Loan Auditors will not reopen." Sacramento Business Journal reported that US Loan Auditors filed for Chapter 11 bankruptcy reorganization on Dec. 2 in Sacramento, California. The list of Chapter 11 cases filed with the U.S. Bankruptcy Court for the Eastern District of California, however, shows that only affiliate My US Legal Services, Inc., has filed for Chapter 11. Business Journal said that the filing came after a $60 million lawsuit filed against US Loan Auditors and My US Legal Services in October by Attorney General Jerry Brown. The suit also targets five people in the companies, including two attorneys. The suit seeks civil penalties, restitution for victims, and permanent injunctions against the companies and the defendants. The companies offered homeowners audits of their loans to find grounds to file predatory lending lawsuits against lenders. Brown called the business a scam. My Us Legal Services, Inc., filed for Chapter 11 protection on Dec. 2, 2010 (Bankr. E.D. Calif. Case No. 10-51750). W. Austin Cooper, Esq., represents the Debtor. The Debtor estimated assets of up to $50,000 and debts of $50,000 to $100,000 in its Chapter 11 petition. A copy of the petition, together with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/caeb10-51750.pdf UTSTARCOM INC: Thomas Toy Elected Class I Director -------------------------------------------------- UTStarcom Inc. announced the official results of its 2010 Annual General Meeting, held on December 13, 2010 at 1:00 p.m. local time in Beijing, China. The following proposals were approved by the Company's shareholders: * Thomas J. Toy was elected as a Class I Director to serve until the 2013 Annual General Meeting of Shareholders; * PricewaterhouseCoopers Zhong Tian CPAs Limited Company was ratified as the Company's independent auditor for the fiscal year ending December 31, 2010. About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. The Company's balance sheet at Sept. 30, 2010, showed $810.98 million in total assets, $557.68 million in total liabilities, and stockholder's equity of $253.31 million. * * * In its Form 10-K, the Company noted that it has recorded operating losses in 19 of the 20 consecutive quarters in the period ended December 31, 2009. At December 31, 2009, the Company had an accumulated deficit of $1.067 billion. While operating results are expected to improve in 2010 compared with prior years, management expects the Company to continue to incur losses in 2010. VILICA, LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Vilica, LLC 102 Hillcrest Terrace Santa Cruz, CA 95060 Tel: (707) 456-7357 Bankruptcy Case No.: 10-62728 Chapter 11 Petition Date: December 13, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Stephen L. Johnson Debtor's Counsel: Stephen T. Davies, Esq. TURNER LITIGATION SERVICES P.O. Box 319 Eureka, CA 95502 Tel: (707)496-9666 Fax: (707)445-3319 E-mail: turnerlit@gmail.com Scheduled Assets: $12,757,273 Scheduled Debts: $4,245,843 The Joint Debtors did not file a list of creditors together with its petition. The petition was signed by Benjamin Drury Hedlund, managing member. VOLIN, LLC: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: Volin, LLC 42 Pierce Road Preston, CT 06365 Bankruptcy Case No.: 10-24275 Involuntary Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Petitioner's Counsel: Mark E. Block, Esq. BLOCK JANNEY & PASCAL LLC 138 Main Street P.O. Box 310 Norwich, CT 06360 Tel: (860) 889-3855 Fax: (860) 886-6352 E-mail: mblock@bjplawyers.com Creditor who signed the Chapter 11 petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ ABCO Realty, LLC Note $650,000 50 Bayview Road Niantic, CT 06357 VITESSE SEMICONDUCTOR: Completes $3-Million Settlement with SEC --------------------------------------------------------------- Vitesse Semiconductor Corporation announced that the recommended settlement agreed to in June 2009 related to the SEC's investigation of the Company's historical stock option practices and accounting irregularities that occurred between 1995 and 2006 has been finalized with the United States Securities and Exchange Commission. As part of the 2009 Settlement, Vitesse agreed to pay a $3.0 million payment without admitting or denying wrongdoing. With the payment of the 2009 Settlement, the SEC concludes its investigation of Vitesse. The payment was accrued in the Company's financials in June 2009. The former executives named in the SEC lawsuit, Louis R. Tomasetta, Eugene F. Hovanec and Yatin Mody, were terminated by Vitesse in May 2006. In settling related civil actions, those former executives agreed not to seek from Vitesse future indemnification or defense costs related to government actions, including the SEC. About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. The Company's balance sheet at Sept. 30, 2010, showed $97.53 million in total assets, $118.73 million in total liabilities, and a stockholders' deficit of $21.20 million. VYTERIS INC: G. Burleson Has Stock Option for 50,000 Shares ----------------------------------------------------------- Gene E. Burleson, a director, disclosed in a Form 3 filing with the Securities and Exchange Commission on December 3, 2010 that he has stock options for 50,000 shares of Vyteris Inc. The options carry a term of 10 years from grant date and vest quarterly over the first two years of the term in equal amounts on each of the first eight quarterly anniversaries of the grant. About Vyteris, Inc. Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris Holdings (Nevada), Inc., has developed and produced the first FDA- approved electronically controlled transdermal drug delivery system that transports drugs through the skin comfortably, without needles. This platform technology can be used to administer a wide variety of therapeutics either directly into the skin or into the bloodstream. The Company holds approximately 50 U.S. and 70 foreign patents relating to the delivery of drugs across the skin using an electronically controlled "smart patch" device with electric current. According to the Company's 2009 annual report on Form 10-K, Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses and is dependent upon obtaining sufficient additional financing to fund operations and has not been able to meet all of its obligations as they become due. The Company's balance sheet at Sept. 30, 2010, showed $3.62 million in total assets, $19.12 million in total liabilities, and a stockholders' deficit of $15.49 million. WASHINGTON MUTUAL: Judge Won't Issue Confirmation Ruling This Year ------------------------------------------------------------------ Dow Jones' Daily Bankruptcy Review reports that there will be no $7 billion payday for creditors of Washington Mutual Inc. this year, Judge Mary F. Walrath said in a terse note filed Monday on the court docket. The plan confirmation trial concluded December 7. Reuters Legal reports that the settlement requires court approval by Dec. 31 but Judge Walrath said the court could not meet that deadline. She ordered the parties to advise her by Dec. 29 if they would extend the deadline for her opinion to Jan. 31. Reuters Legal says JPMorgan and Washington Mutual declined to comment. The FDIC did not immediately return a call for comment. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. Fred S. Hodera, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York City and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unseucred Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired WaMu's assets prior to the Petition Date. WASHINGTON MUTUAL: Documents to Remain Confidential --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the judge presiding over the reorganization of Washington Mutual Inc. ruled at a hearing on Dec. 17 that she won't allow public disclosure of confidential information she was given in the course of deciding whether to appointment an examiner. The bankruptcy judge, Mary F. Walrath, is deciding whether to sign a confirmation order and approve the Chapter 11 plan. The confirmation trial concluded Dec. 7. If confirmed and implemented, the plan will distribute more than $7 billion to creditors. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. Fred S. Hodera, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York City and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unseucred Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which acquired WaMu's assets prior to the Petition Date. Z TRIM: Sells Pref. Stock, Warrants to Brightline for $2.3MM ------------------------------------------------------------ Z Trim Holdings Inc. said that between November 19 and December 7, 2010, it entered into a private placement subscription agreement with Brightline Ventures I LLC pursuant to which it sold 230.63 units consisting of Preferred Stock and warrants, for an aggregate offering price of $2,306,306. Each of the units consists of 2,000 shares of the Series I 8% Convertible Preferred Stock at an Original Issue Price of $5.00 per share, with rights to: i) a dividend which accrues cumulatively on a daily basis at the rate of 8% per annum of the Original Issue Price payable in shares of the Common Stock; ii) conversion into such a number of shares of Common Stock determined by dividing the Original Issue Price by the Conversion Price, initially, $1.00; iii) a liquidation preference equal to the sum of the Original Issue Price and an amount equal to 8% of the Original Issue Price for each 12 months that passed since the date of issuance of any of the Preferred Stock; and iv) mandatory redemption, by the Company, 24 months from the date of issuance of the Preferred Stock at a redemption price equal to the Original Issue Price plus any accrued but unpaid dividends. The dividend component on liquidation and redemption is payable in shares of the Common Stock of the Company. Payment of the dividend, mandatory redemption and any provisions requiring payment on the Preferred Stock are deferred until the 2008 Notes due in 2010 and the 2009 Notes due in 2011 and 2012 are paid in full. Such deferral, even if the maturity dates on the Notes are extended, will not constitute a default under the Preferred Stock terms. The Preferred Stock terms may be amended by the Company and the consent of the holders of the majority of the outstanding shares and such majority may also waive an adjustment to the Conversion Price. The Preferred Stock is convertible into a total of 2,306,306 shares of Common Stock. Brightline also received one five-year warrant for each Unit purchased, to purchase 15,000 shares of Common Stock per unit with an exercise price of $1.50 per share. The total warrants issued to the investor were 3,459,459. Current Z Trim Director Edward Smith, III, is a managing partner of Brightline Capital Management, LLC, which is the investment manager of Brightline Ventures I, LLC. Steve Cohen, president of the Company said, "We continue to negotiate a registration rights agreement with Brightline pursuant to which we will agree to file with the Securities and Exchange Commission a registration statement covering the resale of the Common Stock underlying the Preferred Stock and Warrants." About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. The Company's balance sheet as of June 30, 2010, showed $4.4 million in total assets, $14.8 million in total liabilities, and a stockholders' deficit of $10.4 million. As reported in the Troubled Company Reporter on April 12, 2010, M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and requires additional financing to continue in operation. The Company discloses in its latest 10-Q that it does not expect or anticipate that its concerns over its ability to continue as a going concern will have any impact on its ability to raise capital from internal and external sources. ZALE CORP: All 7 Elected Directors; E&Y Ratified Accountant ----------------------------------------------------------- On December 3, 2010, Zale Corporation held its annual meeting of stockholders. The following matters were voted upon and the results of the voting were as follows: * A proposal to elect seven directors for terms that will expire at the 2011 annual meeting of stockholders. All the nominees were elected to serve as directors: -- Yuval Braverman -- Kenneth B. Gilman -- Stefan L. Kaluzny -- Theo Killion -- John B. Lowe, Jr. -- Peter Morrow -- Charles M. Sonsteby * A proposal to approve an amendment to the Zale Corporation Non-Employee Director Equity Compensation Plan to increase the number of shares reserved for issuance under the plan by 250,000 shares. The proposal was approved. * To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2011. The proposal was approved. About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com and www.pagoda.com. The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion in total assets, $438.51 million in total current liabilities, $450.45 million in long-term debt, $176.31 million in other liabilities, and stockholders' investment of $213.06 million. Zale reported a net loss of $93.67 million on $1.62 billion of revenues for the year ended July 31, 2010, compared with a net loss of $166.35 million on $1.78 billion of revenues for the same period a year ago. As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. ZALE CORP: Reports $97.9-Mil. Net Loss in Oct. 31 Quarter --------------------------------------------------------- Zale Corporation filed its quarterly report on Form 10-Q with the Securities and Exchange Commission, reporting a net loss of $97.88 million on $327.04 million of revenue for three months ended Oct. 31, 2010, compared with a net loss of $59.71 million on $329.21 million of revenue for three months ended Oct. 31, 2009. The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion in total assets, $438.51 million in total current liabilities, $450.45 million in long-term debt, $176.31 million in other liabilities, and total stockholders' investment of $213.06 million. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?7015 A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?70d1 About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com and www.pagoda.com. As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. ZIMMERMAN TRUCKING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Zimmerman Trucking and Excavating Inc 4603 Hedge Road Roxana, IL 62084 Bankruptcy Case No.: 10-33221 Chapter 11 Petition Date: December 17, 2010 Court: U.S. Bankruptcy Court Southern District of Illinois (East St Louis) Judge: Laura K. Grandy Debtor's Counsel: Robert G. Lathram, Esq. LATHRAM AND HERBERT LLP 203 W. Main Street Collinsville, IL 62234 Tel: (618) 345-4600 Fax: (618) 345-4603 E-mail: glathram@bankruptcylawyers-metroeast.com Scheduled Assets: $263,731 Scheduled Debts: $2,400,992 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilsb10-33221.pdf The petition was signed by Donna Zimmerman, president. ZIONS BANCORPORATION: Fitch Cuts Preferred Stock Rating to 'BB' --------------------------------------------------------------- Fitch Ratings has downgraded the ratings for Zions Bancorporation and its subsidiary banks, including their long- and short-term Issuer Default Rating to 'BBB-/F3', from 'BBB/F2'. The Rating Outlook is Stable. Fitch's downgrade of ZION's ratings reflects the company's continued operating losses, still relatively high levels of non- performing assets, and lower levels of tangible capital than some peers. Since the fourth quarter of 2008 ZION has reported net losses due to high provision expense, impairment losses on its trust-preferred collateralized debt portfolio, and high non-cash amortization expenses due to its debt-for-equity conversions. In addition, ZION's pre-tax pre-provision net revenue has moderately declined over the last two years, as a declining loan portfolio and weaker investment earnings have been unable to offset credit losses. In addition, while Fitch notes that ZION's level of problem assets have declined, given that they still remain elevated at 6.93% of total loans plus real estate owned, Fitch expects the company to continue to post another net loss in the fourth quarter. ZION's tangible common capital ratio of 7.03% as of Sept. 30, 2010, resides below that of many peers, and over the last few quarters ZION has raised capital each quarter to offset its net losses, and thereby top-up its capital ratios. Fitch views this approach to managing capital as somewhat aggressive, particularly considering ZION's relatively weaker credit profile and large concentration of commercial real estate loans. As of Sept. 30, 2010, more than 30% of ZION's loan portfolio was CRE related, not including its owner-occupied portfolio. Including this portfolio pushes ZION's CRE exposure up to approximately 50% of its loan portfolio. Given that ZION operates in some of the Western and Southwestern markets that have experienced the most significant declines in real estate values, and that CRE losses tend to lag an economic cycle, Fitch believes there is the potential for additional CRE losses from ZION's portfolio should economic conditions in the company's core markets not improve. As of Sept. 30, 2010, 7.85% of the loans in ZION's stated CRE portfolio were still in non-accrual status, though Fitch notes the company has seen some improvement in a couple of its markets. While to date ZION has been able to successfully access capital markets as necessary, its more measured approach to raising capital runs the risk that capital markets could tighten, as they did in late 2008, driving up both the cost and availability of additional capital, should it be necessary. Fitch views ZION's recent total return swap with Deutsche Bank covering the credit risk of ZION's CDO portfolio as a modest positive for the company. The TRS ensures timely payment of interest and principal payments on the CDO portfolio, thereby substituting Deutsche Bank's credit for the underlying credit of the CDO portfolio for a cost of approximately $20 million per year. The TRS gives ZION relief on its risk-weighted assets, and therefore regulatory capital ratios; however, since the TRS does not qualify for hedge accounting, ZION is still subject to impairment charges on the CDO portfolio, which could still negatively impact the denominator of tangible capital ratios. Fitch's Outlook revision to Stable incorporates the view that while ZION will remain challenged in addressing its legacy credit quality issues, it will return to a level of sustained core profitability over the near term. Fitch views ZION's ratings to be at the lower end of their potential range, due to the aforementioned capital and CRE issues. Over time, ratings could be favorably affected with the company's eventual return to profitability for a sustained number of consecutive quarters, commitment to operate at higher levels of tangible capital, an overall improvement in asset quality metrics, as well as the eventual repayment of its TARP investment. Ratings could be negatively affected if ZION is unable to generate sustainable core profitability or if problem assets, in absolute terms, begin to grow. With $51 billion in assets, ZION operates eight separately branded bank charters doing business in 10 western U.S. states. Fitch has downgraded these ratings: Zions Bancorporation -- Long-term IDR to 'BBB-' from 'BBB'; -- Short-term IDR to 'F3' from 'F2'; -- Commercial paper to 'F3' from 'F2'; -- Senior unsecured debt to 'BBB-' from 'BBB' -- Subordinated debt to 'BB+' from 'BBB-'; -- Preferred stock to 'BB' from 'BB+'. Zions First National Bank Amegy Bank, NA California Bank & Trust Nevada State Bank National Bank of Arizona Vectra Bank Colorado, NA The Commerce Bank of Oregon The Commerce Bank of Washington -- Long-term IDR to 'BBB-' from 'BBB'; -- Long-term deposits to 'BBB' from 'BBB+'; -- Short-term IDR to 'F3' from 'F2'. Zions Institutional Capital Trust A -- Preferred stock to 'BB' from 'BB+'. Fitch has affirmed these ratings: Zions Bancorporation -- Individual at 'C'; -- FDIC guaranteed long-term debt at 'AAA'; -- FDIC guaranteed short-term debt at 'F1+'; -- Support at '5'; -- Support Floor at 'NF'. Zions First National Bank Amegy Bank, NA California Bank & Trust Nevada State Bank National Bank of Arizona Vectra Bank Colorado, NA The Commerce Bank of Oregon The Commerce Bank of Washington -- Individual at 'C'; -- Short-term deposits at 'F2'; -- Support at '5'; -- Support Floor at 'NF'. The Rating Outlook is Stable. * Re-filing of Defective Plan Justifies $13,000 Sanction -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Freda Wolfson wrote in a Dec. 16 opinion not to be published officially that a lawyer was properly sanctioned almost $13,000 for filing an amended Chapter 13 plan that the bankruptcy judge previously found defective. Mr. Rochelle relates that a bankruptcy judge refused confirmation of a plan that relies on buying out his ex's interest in a property, ruling that the Chapter 13 debtor was prohibited from undoing the state court order requiring sale. After the bankrupt's lawyer filed a revised plan again containing a provision to buy out the woman, the bankruptcy judge again denied confirmation and sanctioned the lawyer almost $13,000. On appeal, Judge Wolfson said the Rooker-Feldman doctrine precluded filing a plan where the woman would be treated as a creditor as opposed to an owner with the right of sale directed by the state court. Judge Wolfson said that filing the plan a second time with the offending provision was "sufficiently egregious" to warrant sanctions. The case is Dahlgren v. Palone (In re Dahlgren), 10-1988, U.S. District Court, District of New Jersey (Trenton). * Business Bankruptcies Are on Pace for First Decline Since 2006 ---------------------------------------------------------------- The total number of businesses declaring bankruptcy is on pace to decline in 2010 for the first time in four years, as fewer companies sought court protection from their creditors in November compared to the prior month, Dow Jones' Small Cap reports. * 'Vultures' Give U.S. 'B' Grade for Distressed-Debt Investments ---------------------------------------------------------------- The credit crisis made Uncle Sam the largest distressed-debt investor in financial history, as the government piled into a $388 billion patchwork portfolio of U.S. banks, insurers, car companies, and even a fast-food franchise, Dow Jones' Small Cap reports. * Thompson Hine Names Seven New Partners ---------------------------------------- Thompson Hine LLP has elected seven lawyers to the firm's partnership effective January 1, 2011. "We are pleased to welcome these outstanding lawyers to the firm's partnership in recognition of their leadership and commitment to providing the highest level of service to our clients," says managing partner David Hooker. One of the new new partners is Jennifer L. Maffett, a member of the firm's Business Restructuring, Creditors' Rights & Bankruptcy group in the Dayton office. Ms. Maffett focuses her practice on the restructuring and workout of nonperforming loans; creditors' rights and remedies under the Bankruptcy Code, Uniform Commercial Code and other state law; and representing corporate debtors and other parties in bankruptcy reorganizations. Maffett received her J.D., summa cum laude, and her B.A., summa cum laude, from the University of Dayton. She is admitted to practice in Ohio. Five of the seven new partners are women, reflecting Thompson Hine's strong commitment to diversity and the professional growth of its women lawyers through its Diversity & Inclusion Initiative and its women's initiative, Spotlight on Women(R). Other new partners are: * Roger H. Bora, a member of the firm's Intellectual Property group in the Dayton office. * John D. Cottingham, a member of the firm's Corporate Transactions & Securities group in the Cincinnati office, * Sarah C. Flannery, a member of the firm's Labor & Employment group in the Cleveland office. * Mildred Quinones-Holmes, a member of the firm's Commercial & Public Finance group in the New York office, focuses her practice on corporate trust matters. * Amie L. Vanover, a member of the Personal & Succession Planning group in the Columbus office. * Kim Wilcoxon, a member of the Employee Benefits & Executive Compensation group in the Cincinnati and Dayton offices. About Thompson Hine Established in 1911, Thompson Hine is a business law firm dedicated to providing superior client service. The firm has been named one of the top two law firms in the country for client service and the only firm ranked in the top tier for "Provides Value for the Dollar," according to the 2011 BTI Client Service A- Team: Survey of Law Firm Client Service Performance. With approximately 400 lawyers, Thompson Hine serves premier businesses worldwide. The firm has offices in Atlanta, Cincinnati, Cleveland, Columbus, Dayton, New York and Washington, D.C. * 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 ***