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/raid1/www/Hosts/bankrupt/TCR_Public/110118.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, January 18, 2011, Vol. 15, No. 17 Headlines 315 UNION STREET: Court OKs Ch. 11 Trustee for Hotel Unit 702 SERRANO: Taps Levene Neale as Bankruptcy Counsel AMR CORP: To Announce 4th Quarter Results Tomorrow AMERICAN AXLE: Expects $2.4 Billion in Sales in 2011 AMERICAN GENERAL: S&P Raises Rating on Pref. Securities From 'B' AMERICAN INT'L: To Issue Warrants to Buy 75MM Shares January 19 AMERICAN INT'L: Conditions to Dividend of Warrants Satisfied ANGEL ACQUISITION: Ginew Buys Preferred Shares for $60,000 ANGEL ACQUISITION: Gateway CEO Now Chairman of Board AWAL BANK: Files Schedules of Assets and Liabilities AWAL BANK: Taps the Law Firm of Brown Rudnick as Bankr. Counsel AXION INTERNATIONAL: Incurs $7.1-Mil. Net Loss in Fiscal 2010 BDC PROPERTIES: Case Summary & 4 Largest Unsecured Creditors BORDERS GROUP: Gives Publishers Until Feb. 1 to Accept Proposal BORDERS GROUP: Slashes 15 Managerial Positions B.R. SUMMERLIN: Owns The Heights at Summerlin CAESARS ENTERTAINMENT: Lynn Swann to Receive Additional Pay CATALYST PAPER: Elects Early Redemption of Notes Due 2011 CATHOLIC CHURCH: Wilmington Files Plan With Options for Victims CATHOLIC CHURCH: Wilmington Creditors Unhappy With Amended Plan CATHOLIC CHURCH: Milwaukee Sec. 341 Meeting Set for Feb. 11 CENTRALIA OUTLETS: Taps Bush Strout as Bankruptcy Counsel CHINA VILLAGE: Amends List of 20 Largest Unsecured Creditors CHINA VILLAGE: Court Approves Cohen and Jacobson as Counsel CITIGROUP INC: Remains "Too Big to Fail," TARP Watchdog Says COMMERCIAL VEHICLE: Arnold Siemer Discloses 9.96% Equity Stake COMSTOCK MINING: Committee OKs Selection of Deloitte as Auditor CONSTELLATION ENT: Moody's Assigns 'B2' on Proposed $130MM Notes CONSTELLATION ENT: S&P Assigns 'B' Rating on Proposed $130MM Notes CONTRA COSTA: S&P Cuts LT Rating on Bonds to 'B'; Outlook Stable CORNER DEVELOPMENT: Voluntary Chapter 11 Case Summary CPJFK LLC: Ch. 11 Trustee Hires EisnerAmper as Fin'l Advisor CPJFK LLC: Court OKs Windels Marx as Ch. 11 Trustee Counsel CPJFK LLC: Taps Seidman & Pincus as Substitute Counsel CREDIT-BASED ASSET: Authorized to Sell Collateral Mgt. Business CROSS BORDER: Pure Gas Discloses 80% Equity Stake CROSSED PALMS: Case Summary & 2 Largest Unsecured Creditors DB CAPITAL: Seeks to Hire Lewis Brisbois as Bankr. Counsel DELPHI CORP: Former Chief Executive Cleared of Fraud by Jury DELPHI CORP: Initial Public Offering Up to New Owners DELPHI CORP: Idled Warren, Ohio Plant to Be Demolished DRESSER INC: S&P Keeps 'B' Corporate on CreditWatch Positive EAST COAST RAILWAY: S&P Assigns 'B' Corporate; Outlook Stable EASTMAN KODAK: Gustavo Oviedo Owns 14,068 Common Shares EASTMAN KODAK: Laura Quatela Owns 19,348 Common Shares ELBIE GROUP: Case Summary & Largest Unsecured Creditor ENDEAVOUR HIGHRISE: Proofs of Claim Due by April 6, 2011 EXIDE TECHNOLOGIES: Wins Nod to Cease Distribution of Warrants EXIDE TECHNOLOGIES: Claims Objection Deadline Moved to Jan. 31 EXIDE TECHNOLOGIES: Bay Corrugated Says Claims Should be Allowed FGIC CORP: Negotiating Plan with Insurance-Policy Holders FIRST COAST: Voluntary Chapter 11 Case Summary FOX HILL: Asks for Court OK to Use Cash Collateral; BWF Objects FOX HILL: Taps Crowley Liberatore as Bankruptcy Counsel FRANK PARSONS: Court Extends Filing of Schedules Until Feb. 22 FRANK PARSONS: Gets Court's Interim Nod to Obtain DIP Financing FRANK PARSONS: Taps Cole Schotz as Bankruptcy Counsel FX REAL ESTATE: Now Known as Circle Entertainment Inc. GAMETECH INT'L: Incurs $3.9MM Net Loss in August 1 Quarter GENE MILLER: Case Summary & 21 Largest Unsecured Creditors GEORGIA GULF: Moody's Lifts Rating to 'B1' on Good Performance GREAT COMPANY: Case Summary & 2 Largest Unsecured Creditors HAMPTON COURT: Voluntary Chapter 11 Case Summary HERCULES OFFSHORE: Provides Offshore Fleet Status Report HSH DELAWARE: Court to Consider Plan Confirmation Today INFUSION BRANDS: Stock Now Trades OTC Under Symbol INBI INNKEEPERS USA: Wants Plan Filing Deadline Extended Until May 30 INNOLOG HOLDINGS: Amends Form S-1 for 46.2MM Shares INTEGRATED FREIGHT: OKs Issuance of 1.49-Mil. Common Shares KEVEN A MCKENNA: Justices Examine Law Practice KIEBLER SLIPPERY: Committee's Plan of Liquidation Wins Court OK KLEEN AIR: Case Summary & 20 Largest Unsecured Creditors LEHMAN BROTHERS: Derivatives Settlement Protocol Clarified LEHMAN BROTHERS: Minibond Holders Want to Be Excluded From ADR LEHMAN BROTHERS: LB Plan Exclusivity Extended Until Feb. 15 LEHMAN BROTHERS: Serve Subpoena to Pittsburgh University LEHMAN BROTHERS: P. Waltz Wins Lift Stay to Continue Suit LEVEL 3 COMMS: Confirms Increase in 4th Qtr. EBITDA LEVEL 3 COMMS: Plans to Offer $300 Million of Senior Notes LEVEL 3 COMMS: To Sell $305 Million of 11.875% Senior Notes MAD CORP: Voluntary Chapter 11 Case Summary MAJESTIC STAR: Heads to Plan Confirmation Hearing MARTIN CADILLAC: Jay Lubetkin Appointed as Ch. 11 Trustee MARTIN CADILLAC: Ch. 11 Trustee Taps Rabinowitz as Counsel MARTIN CADILLAC: Court Consider Case Dismissal or Conversion Today MOLECULAR INSIGHT: Highland in Talks on Restructuring Proposals MOLECULAR INSIGHT: McDonnell in Talks on Restructuring Proposals MOLECULAR INSIGHT: QVT Engaged in Talks on Restructuring Plan MOLECULAR INSIGHT: Taconic in Talks on Restructuring Proposals NOIR BROTHERS: Voluntary Chapter 11 Case Summary NORTHEAST BIOFUELS: Creditors Seeks to Recoup $1.5M Hess Payment OASIS AT WILD: Voluntary Chapter 11 Case Summary OK ETON: Plan Outline Hearing Scheduled for Tomorrow OPTI CANADA: Provides Update on Long Lake Project ORIENTAL TRADING: S&P Assigns 'B' on Proposed $200MM Term Loan OSIPTA ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors PARKS PETS: Case Summary & 20 Largest Unsecured Creditors PETROHAWK ENERGY: Moody's Puts 'B3' Rating on Note Offering PETROHAWK ENERGY: S&P Maintains 'B+' Rating on $300MM Add On Notes PINNACLE ENT: Competitive Position Cues Fitch to Hold 'B' Rating PINELLAS COUNTY: Case Summary & 20 Largest Unsecured Creditors PLATINUM STUDIOS: Extends Due Dates of $2.4MM Loan to May 2011 POINT BLANK: Plan Outline Hearing Scheduled for February 14 QUALIA CLINICAL: Can Avoid Liens, Bankruptcy Appeals Court Says QUIGLEY CO: New Pfizer Contribution Leading to Settlement ROSARIO'S, INC.: Case Summary & 20 Largest Unsecured Creditors ROSELAND VILLAGE: Case Summary & 4 Largest Unsecured Creditors RSC EQUIPMENT: Moody's Lifts Ratings on Unsecured Notes to 'Caa1' SAGECREST II: Mgt. & Committee Plan Outline Hearing on Feb. 15 SAGECREST II: Deutsche Plan Outline Hearing Continued to Feb. 15 SEALY CORP: Simon Brown Does Not Own Any Securities SHARON LUGGAGE: Case Summary & 20 Largest Unsecured Creditors SHUBH HOTELS DETROIT: Judge Dismisses Bankruptcy Case SUVICHAR CORPORATION: Voluntary Chapter 11 Case Summary SYNOVUS FINANCIAL: Cutting 850 Positions & 39 Bank Outlets TAWK DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors TENSAR CORP: S&P Raises Corporate Credit Rating to 'CCC' TERRESTAR NETWORKS: Proposes to Extend Time to Remove Actions TERRESTAR NETWORKS: Sets Timetable for Alternative Proposals TERRESTAR NETWORKS: Wins Nod to Tap Ernst & Young as Auditors TOWNSENDS INC: Committee Seeks to Hire JH Cohn as Advisor TOWNSENDS INC: Committee Seeks to Hire Lowenstein as Counsel TOWNSENDS INC: Sec. 341 Creditors' Meeting Set for Feb. 7 TRANSFIELD ER: Judge Recognizes Foreign Bankruptcy TRIBUNE CO: Proposes to Use Examiner Report at Plan Hearing TRIBUNE CO: Wants Protection of Waiver of Atty.-Client Privilege TRIBUNE CO: Parties File Plan- & LBO-Related Discovery Requests TWISS COLD: Case Summary & 6 Largest Unsecured Creditors UNITED WESTERN: Extends JPM Forbearance Pact Until Feb. 15 U.S. EAGLE: Gets Court's Interim Okay to Use Cash Collateral VALENCE TECHNOLOGY: Extends Maturity of iStar Loan by 1 Year WASHINGTON MUTUAL: Hedge Funds Appeal Dismissal of $4-Bil. Suit * Large Bankruptcy Filings Dip Slightly in December 2010 * Judge Surveys Law on Post-Confirmation Jurisdiction * Buyer of Schutt Sports & Genmar Eyes Detroit Pistons Ballclub * Kirkland & Ellis One of Law360's Bankruptcy Groups of 2010 * Large Companies With Insolvent Balance Sheets ********** 315 UNION STREET: Court OKs Ch. 11 Trustee for Hotel Unit --------------------------------------------------------- Judge Keith M. Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, approved the appointment of Robert H. Waldschmidt, Esq., at Howell & Fisher, PLLC, as Chapter 11 trustee to oversee the bankruptcy estate of Union Street Plaza Operations, LLC, effective December 16, 2010. Beth Roberts Derrick, U.S. trustee for Region 7, advised the Court that Mr. Waldschmidt does not hold or represent any interest adverse to the debtor's estate. Mr. Waldschmidt will have all the powers of a trustee under Section 1106 of the Bankruptcy Code and the authority to operate the Debtor's business pursuant to Section 1108 of the Bankruptcy Code. Mr. Waldschmidt can be contacted at: Howell & Fisher, PLLC Court Square Building 300 James Robertson Parkway Nashville, Tennessee 37201-1107 Tel: (615) 244-3370 Fax: (615) 259-2179 E-mail: rhwaldschmidt@aol.com The U.S. Trustee also filed a notice that no creditors' committee has been appointed at this time. In a separate order, the Bankruptcy Court granted the Chapter 11 Trustee's motion to employ himself as attorney for the trustee. The Court found that Mr. Waldschmidt represents no adverse interest to the Debtor's estate. The Court also ordered Mr. Waldschmidt to file a motion for approval of all fees. 315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 10-13106) on December 3, 2010. Steven L. Lefkovitz, Esq., at the Law Offices of Lefkovitz & Lefkovitz, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor had $13,162,646 in total assets and $25,484,852 in total debts as of the Petition Date. Affiliate Union Street Plaza Operations, LLC, dba Hotel Indigo Nashville-Downtown, also based in Mount Juliet, Tenn., filed for Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-13107) on the same day. Mr. Lefkovitz served as counsel to the Debtor. In its petition, the Debtor scheduled assets of $1,021,971 and debts of $17,696,245. 702 SERRANO: Taps Levene Neale as Bankruptcy Counsel ---------------------------------------------------- 702 Serrano Property, LLC, asks for authorization from the U.S. Bankruptcy Court for the Central District of California to employ Levene, Neale, Bender, Yoo & Brill L.L.P., as bankruptcy counsel, effective as of the Petition Date. LNBYB will, among other things: a. represent the Debtor in any proceeding or hearing in the Court involving its estate unless the Debtor is represented in the proceeding or hearing by other special counsel; b. conduct examinations of witnesses, claimants or adverse parties and represent the Debtor in any adversary proceeding except to the extent that any adversary proceeding is in an area outside of LNBYB's expertise or which is beyond LNBYB's staffing capabilities; c. prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; and d. represent the Debtor with regard to obtaining use of debtor in possession financing and cash collateral including, but not limited to, negotiating and seeking court approval of any debtor in possession financing and cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor in possession financing and cash collateral. LNBYB will be paid based on the rates of its professionals: David W. Levene $595 David L. Neale $595 Ron Bender $595 Martin J. Brill $595 Timothy J. Yoo $595 Edward M. Wolkowitz $595 David B. Golubchik $575 Monica Y. Kim $550 Beth Ann R. Young $550 Daniel H. Reiss $550 Irving M. Gross $550 Philip A. Gasteier $550 Jacqueline L. James $495 Juliet Y. Oh $495 Michelle S. Grimberg $495 Todd M. Arnold $495 Todd A. Frealy $495 Anthony A. Friedman $435 CARMELA T. Pagay $435 Krikor J. Meshefejian $375 John-Patrick M. Fritz $375 Gwendolen D. Long $345 Lindsey L. Smith $275 Paraprofessionals $195 Monica Y. Kim, Esq., a partner at LNBYB, assures the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. Los Angeles, California-based 702 Serrano Property, LLC, owns a 33-unit luxury condominium complex known as Serrano Place located at 702 S. Serrano Avenue, Los Angeles, California 90005. It filed for Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. C.D. Calif. Case No. 11-10746). The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. Affiliate NGBI Homes (Bankr. C.D. Calif. Case No. 10-30683) filed a separate Chapter 11 petition on May 23, 2010. AMR CORP: To Announce 4th Quarter Results Tomorrow -------------------------------------------------- AMR Corporation, parent company of American Airlines, Inc., anticipates announcing fourth quarter 2010 earnings on Wednesday, January 19, 2011. In conjunction with the announcement, on that date AMR will host a conference call with the financial community at 2 p.m. Eastern Time. During this conference call, senior management of AMR will review, among other things, details of AMR's fourth quarter financial results, the industry environment, recent strategic initiatives, the revenue environment, cash flow results, liquidity measures, capital requirements and will provide an outlook for the future. A live webcast of this call will be available on the Investor Relations page of the American Airlines Web site http://www.aa.com/ A replay of the webcast will also be available for several days following the call. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet at Sept. 30, 2010, showed $25.36 billion in total assets, $8.94 billion in total liabilities, $9.01 in billion of long-term debts, $503.0 million in obligations under capital lease, $7.41 billion pension and post-retirement benefits, $3.14 billion in other liabilities, and a stockholders' deficit of $3.64 billion. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. AMERICAN AXLE: Expects $2.4 Billion in Sales in 2011 ---------------------------------------------------- In a Form 8-K filed with the Securities and Exchange Commission on January 12, 2011, American Axle & Manufacturing Holdings, Inc. disclosed 2010 and 2011 outlook. AAM's 2010 outlook: * AAM expects full year sales in 2010 to be approximately $2.28 billion. * AAM expects to generate earnings before interest expense, income taxes and depreciation and amortization (EBITDA) ranging from $335 million to $345 million, and as a percentage of sales in the range of 14.5% - 15.0% in 2010. - AAM believes that EBITDA is a meaningful measure of performance as it is commonly utilized by management and investors to analyze operating performance and entity valuation. AAM management, the investment community and the banking institutions routinely use EBITDA, together with other measures, to measure AAM's operating performance relative to other Tier 1 automotive suppliers. EBITDA should not be construed as income from operations, net income or cash flow from operating activities as determined under generally accepted accounting principles (GAAP). Other companies may calculate EBITDA differently. * AAM expects full year capital spending in 2010 to approximate 4.7% of sales. * AAM expects to report positive free cash flow in fourth quarter of 2010. - AAM defines free cash flow to be net cash provided by (or used in) operating activities less capital expenditures net of proceeds from the sales of equipment and dividends paid. - AAM believes free cash flow is a meaningful measure as it is commonly utilized by management and investors to assess the ability to generate cash flow from business operations to repay debt and return capital to stockholders. Other companies may calculate free cash flow differently. * AAM's total available liquidity position at December 31, 2010 has grown to more than $600 million. AAM's 2011 Outlook * AAM expects full year sales in 2011 to be approximately $2.4 billion. This sales projection is based on the anticipated launch schedule of programs in AAM's new business backlog and the assumption that the U.S. Seasonally Adjusted Annual Rate of sales increases from approximately 11.6 million vehicle units in 2010 to approximately 12.5 million vehicle units in 2011. * AAM expects to generate earnings before interest expense, income taxes and depreciation and amortization (EBITDA) ranging from $348 million to $360 million, and as a percentage of sales in the range of 14.5% - 15.0% in 2011. * AAM expects full year capital spending in 2011 to approximate 6.0% of sales to support AAM's $850 million new business backlog, launching between 2011 - 2013. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. AXL has financial support from GM, its largest customer which accounted for 78% of sales in 2009. The Company's balance sheet at Sept. 30, 2010, showed $2.07 billion in total assets, $2.54 billion in total liabilities, and a stockholders' deficit of $469.1 million. * * * In September 2010, Standard & Poor's Ratings Services raised its corporate credit rating on American Axle & Manufacturing Holdings to 'B+' from 'B-'. The outlook is stable. "The upgrade reflects S&P's opinion that American Axle's credit measures will improve further in 2011 under the gradual recovery in North American auto demand, and that the company's gross margins will expand more than S&P previously expected," said Standard & Poor's credit analyst Larry Orlowski. The company's second-quarter results improved significantly over those of 2009. Revenue was $559.6 million, more than twice as much as second-quarter sales a year ago, reflecting improving light-vehicle demand and extended shutdowns of GM and Chrysler in 2009. In August 2010, Moody's Investors Service raised American Axle's Corporate Family Rating and Probability of Default Rating to 'B2' from 'Caa1'. The raising of American Axle's CFR rating to B2 reflects the company's improved operating performance over the past two quarters and Moody's belief that this improvement will be sustained over the intermediate term, supported by stable automotive vehicle production in North America and cost structure improvements completed by the company in 2009. These conditions no longer support the default risk indicated by the Caa rating. AMERICAN GENERAL: S&P Raises Rating on Pref. Securities From 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on the trust preferred securities issued by American General Capital II, American General Institutional Capital A, and American General Institutional Capital B to 'BBB-' from 'B'. In addition, S&P lowered its short-term counterparty credit ratings on American International Group Inc. (AIG) and certain subsidiaries to 'A-2' from 'A-1'. S&P also raised its preliminary rating on AIG's preferred stock program to 'BBB-' from 'B'. "As we have previously stated, it is our view that the completion of the recapitalization plan mitigates the risk of the government potentially vetoing the payment of dividends on AIG's trust preferred shares," said Standard & Poor's credit analyst Steven Ader. "As a result, we raised our rating on these securities to 'BBB-'." "The 'A-1' short-term counterparty credit rating on AIG reflected our view of the strength and support of the liquidity that the U.S. government provided," said Mr. Ader. "As a result of AIG's successful execution of the recapitalization plan, we lowered the rating to 'A-2', reflecting the loss of excess liquidity provided by the government." The 'A-' long-term counterparty credit rating on AIG continues to receive one notch of uplift from the stand-alone credit profile because of the continued, albeit diminished, support from the U.S. government, and it's unaffected by these transactions. The 'A+' ratings on AIG subsidiaries Chartis and SunAmerica Financial Group reflect S&P's opinion of the companies' combined strong and diverse competitive profile, consolidated capital adequacy, and historically strong -- though diminished -- operating performance. The outlook on AIG and its primary insurance operations remains negative because of the uncertainty of the core insurance companies' operating performance. S&P will likely review its ratings on both AIG and its insurance operations by early 2011, following S&P's review of fourth-quarter and full-year 2010 operating performance, as well as discussions with AIG about its updated enterprise risk management programs. AMERICAN INT'L: To Issue Warrants to Buy 75MM Shares January 19 --------------------------------------------------------------- On January 12, 2011, American International Group, Inc., said in a Form 8-A filing with the Securities and Exchange Commission that it plans to register 75,000,000 warrants to purchase up to 75,000,000 shares of common stock, par value $2.50 per share of the company. AIG will issue the Warrants on or about January 19, 2011 as a dividend to holders of record of outstanding shares of Common Stock as of January 13, 2011. Holders of shares of Common Stock will be issued 0.533933 Warrants for each share of Common Stock owned on the Record Date. The Warrants are being issued as part of a series of integrated transactions among AIG, the United States Department of the Treasury, the Federal Reserve Bank of New York and the AIG Credit Facility Trust to recapitalize AIG. The Warrants will be issued by AIG pursuant to the Warrant Agreement, dated January 6, 2011, between AIG and Wells Fargo Bank, N.A., as Warrant Agent. The Warrants have not been registered under the Securities Act of 1933, as amended because the issuance of a dividend in the form of a Warrant is not a sale or disposition of a security or interest in a security for value pursuant to Section 2(a)(3) of the Securities Act. AIG has applied to list the Warrants on the New York Stock Exchange for trading under the symbol "AIG WS". Each Warrant will represent the right to purchase from AIG one share of Common Stock at an initial exercise price of $45.00 per share, payable in U.S. dollars. The Warrants will expire on January 19, 2021. AIG will issue the Warrants in uncertificated, direct registration form. Holders of Warrants will not be entitled to receive physical certificates. Registration of ownership will be maintained by the Warrant Agent. AIG will at all times reserve the aggregate number of shares of Common Stock for which the Warrants may be exercised. The Warrants will not be redeemable by AIG. About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Conditions to Dividend of Warrants Satisfied ------------------------------------------------------------ On January 12, 2011, American International Group, Inc., announced that the condition to its previously announced dividend of warrants to purchase shares of AIG's common stock, par value $2.50 per share, has been satisfied. AIG will therefore proceed with the distribution of the Warrants on January 19, 2011. The Warrants are being issued as part of a series of integrated transactions to recapitalize AIG announced on September 30, 2010. The dividend, which was declared by the Board of Directors of AIG on January 6, 2011, was subject to the condition that AIG, the U.S. Department of the Treasury, the Federal Reserve Bank of New York, and the AIG Credit Facility Trust each determined as of the close of business on January 12, 2011, that it expected that the recapitalization will close on January 14, 2011. Although this condition to the Warrant issuance has been satisfied, the recapitalization itself remains subject to closing conditions and there can be no assurance that facts, circumstances or conditions will not change in a manner that would preclude the closing of the recapitalization on January 14, 2011. If the closing of the recapitalization occurs as scheduled, it would involve, among other things, AIG applying proceeds from its sale of 67% of the ordinary shares of AIA Group Limited in its initial public offering and from AIG's sale of American Life Insurance Company to repay the FRBNY approximately $21 billion under the FRBNY credit facility and terminating the FRBNY credit facility. The repayment and termination of the FRBNY credit facility would result in an approximately $3.6 billion charge in the first quarter of 2011, representing the remaining balance of the prepaid commitment fee asset. 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. ANGEL ACQUISITION: Ginew Buys Preferred Shares for $60,000 ---------------------------------------------------------- On January 1, 2011, Angel Acquisition Corp. entered into a Series A Preferred Stock Purchase Agreement with Ginew Holdings, LLC, pursuant to which the Purchaser purchased from the Company 5,641,591 shares of Series A Preferred Stock. The purchase price for the shares acquired was $60,000. The Company believes the issuance of the shares is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). About Angel Acquisition Carson City, Nev.-based Angel Acquisition Corp. was incorporated under the laws of the state of Nevada on March 10, 1999, under the name Palomar Enterprises, Inc. On February 5, 2008, the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction. The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer. The Company's balance sheet at Sept. 30, 2010, showed $1.75 million in total assets, $2.16 million in total liabilities, and a stockholders' deficit of $410,063. Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital. ANGEL ACQUISITION: Gateway CEO Now Chairman of Board ---------------------------------------------------- On January 10, 2011, Angel Acquisition Corp. accepted the resignation of Steve Bonenberger as Chairman of the Board of Directors. Mr. Bonenberger will continue to serve as Chief Executive Officer, Chief Financial Officer, Secretary and a member of the Board of Directors. Effective as of the same date, to fill the vacancy created by Mr. Bonenberger's resignation, the Board of Directors appointed Vincent Molinari as Chairman of the Board of Directors. On January 10, 2011, the Company accepted the resignations of Michael Edwards and Lew Graham from the Board of Directors. Effective as of the same date, the Board of Directors appointed Lori Livingston as a member of the Board of Directors. On January 10, 2011, the Company accepted the resignation of Milton C. Ault, III as President. Effective on the same date to fill the vacancy created by Mr. Ault's resignation, the Company appointed Mr. Bonenberger as President. On January 10, 2011, the Company accepted the resignation of Lew Graham as Chief Operating Officer. At this time, no one has been chosen to fill the vacancy of Chief Operating Officer left by the resignation of Mr. Graham. The Board of Directors now consists of Steve Bonenberger, Lori Livingston and Vincent Molinari. Ms. Livingston is a Founder of Gateway Technologies, LLC, and the founder, president and CEO of Transfer Online Inc. and Transfer Online Technology Development. She is a founder and the technology innovator of Gateway Technology, having identified the global trend line of illiquid/alternative asset trading platforms. Ms. Livingston is an entrepreneur who has worked in the financial services industry for over 27 years and is an advisor and sometimes board member to several clients and network of affiliates. In 1999, she founded and is currently the president and CEO of Transfer Online, Inc., a stock transfer and registrar agency, and was one of the first in the industry to bring transfer agent services and full reporting to the internet. Although originally for individual issuers and their shareholders, the platform she developed evolved when she was approached by MasterCard International to adapt the platform for the purpose of trading their Class B securities held by institutions worldwide. Soon after she was approached by others who sought to expand the scope of the platform to serve their purposes until 2009 when she co-founded Gateway Technologies, LLC with Vincent R. Molinari. She holds a degree from California State University, Northridge where she graduated with honors as the Julian Beck scholar. Mr. Molinari is a Founder and the current Chief Executive Officer of Gateway Technologies, LLC. He has been the driving force behind the Gateway Technologies, LLC, having identified the global trend line of illiquid/alternative asset trading platforms. Mr. Molinari is responsible for the Company's strategic planning and business initiatives, including corporate alliances and strategic partnerships. His vision is based on a core belief that technologies can be re-purposed and customized for the emerging and developed markets where they can close the technology gap, create a leadership position and rapidly accelerate business models. He is also the founder of Global Access Holdings LLC, a financial media and analytics company, which identified a global trend line of illiquid securities and the potential market need for alternative asset trading platforms. Before Global Access Holdings, Mr. Molinari was the Chairman & CEO of Burlington Capital Markets LLC, a financial services company specializing in institutional execution services and investment banking activities. In addition, he founded Inculab, a technology business incubator, Voluto Ventures, a venture capital concern and Cold Spring Advisors, LLC, an investment services provider. Mr. Molinari began his career at Lehman Brothers Inc., and he has held senior positions at Janney Montgomery Scott Inc., and Ridgewood Capital, where he specialized in mergers and acquisitions, technology, and capital formation transactions. During this time, Mr. Molinari spearheaded the acquisition of Hemisphere Capital Corporation, a New York broker-dealer and Registered Investment Advisor, and managed its turnaround and profitable sale. Mr. Molinari is a board member of Transfer Online Inc. and Bigshare Services Pvt., Ltd. He holds a B.B.A. in International Business from the Frank G. Zarb School of Business at Hofstra University. About Angel Acquisition Carson City, Nev.-based Angel Acquisition Corp. was incorporated under the laws of the state of Nevada on March 10, 1999, under the name Palomar Enterprises, Inc. On February 5, 2008, the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction. The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer. The Company's balance sheet at Sept. 30, 2010, showed $1.75 million in total assets, $2.16 million in total liabilities, and a stockholders' deficit of $410,063. Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital. AWAL BANK: Files Schedules of Assets and Liabilities ---------------------------------------------------- Awal Bank BSC files with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property Unknown C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims Unknown ----------- ----------- TOTAL Unknown Unknown Schedule B identified "potential avoidance actions", whose value is unknown, as the Debtor's lone personal property. Schedule F identified HSBC as the loan creditor holding an unsecured non-priority claim against the Debtor. HSBC's claim, however, is disputed by the Debtor, and "a proof of claim [has been] filed in the foreign main proceeding; amount [is] awaiting determination." A full-text copy of the Schedules of Assets and Liabilities is available for free at http://bankrupt.com/misc/AwalBank_SAL.pdf About Awal Bank Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad Group. Awal Bank was principally an investment company that provides wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. Awal Bank was taken into administration by the Central Bank of Bahrain on July 30, 2009, after defaulting on loans. U.S. lawyers for the bank said last year that under Bahrain law, Awal's administrator had two years to decide if the bank should liquidate or be returned to management and shareholders. Stewart Hey, Esq., at Charles Russell LLP, as external administrator of Awal Bank BSC, made a voluntary petition under Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the administration proceedings. Earlier this year, the bank began experiencing a liquidity squeeze, brought on in part, by the global economic crisis. The bank has ceased to operate as a going concern since it was place into administration. In the Chapter 15 petition, the bank estimated both assets and debts at more than $1 billion. Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-15518) in Manhattan on October 21, 2010. The Debtor estimated $50 million to $100 million and debts in excess of $1 billion as of the petition date. AWAL BANK: Taps the Law Firm of Brown Rudnick as Bankr. Counsel --------------------------------------------------------------- The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York authorized Awal Bank BSC, to employ the law firm of Brown Rudnick LLP, as counsel. The firm is representing the Debtor in the Chapter 11 proceeding. To the best of the Debtor's knowledge, the firm is a ?disinterested person? as that term is defined in Section 101(14) of the Bankruptcy Code. About Awal Bank Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad Group. Awal Bank was principally an investment company that provides wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. Awal Bank was taken into administration by the Central Bank of Bahrain on July 30, 2009, after defaulting on loans. U.S. lawyers for the bank said last year that under Bahrain law, Awal's administrator had two years to decide if the bank should liquidate or be returned to management and shareholders. Stewart Hey, Esq., at Charles Russell LLP, as external administrator of Awal Bank BSC, made a voluntary petition under Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the administration proceedings. Earlier this year, the bank began experiencing a liquidity squeeze, brought on in part, by the global economic crisis. The bank has ceased to operate as a going concern since it was place into administration. In the Chapter 15 petition, the bank estimated both assets and debts at more than $1 billion. Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-15518) in Manhattan on October 21, 2010. The Debtor estimated $50 million to $100 million and debts in excess of $1 billion as of the petition date. Charles Russell, LLP, London, is the duly foreign representative and external administrator of Awal Bank in a Kingdom of Bahrain administration. AXION INTERNATIONAL: Incurs $7.1-Mil. Net Loss in Fiscal 2010 ------------------------------------------------------------- Axion International Holdings, Inc., filed its annual report on Form 10-K for the fiscal year ended September 30, 2010, reporting a net loss of $7.1 million on $1.5 million of revenue for the fiscal year ended September 30, 2010, compared with a net loss of $5.7 million on $1.3 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $1.7 million in total assets, $2.1 million in total liabilities, and a $439,089 stockholders' deficit. Jewett, Schwartz, Wolfe and Associates, in Hollywood, Florida, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal years ended September 30, 2009 and 2010. The independent auditors said that the Company's need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?7233 About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) -- http://wwwaxionintl.com/-- is a structural solution provider of cost-effective alternative infrastructure and building products. The Company's "green" proprietary technologies allow for the development and manufacture of innovative structural products made from virtually 100% recycled consumer and industrial plastics. BDC PROPERTIES: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: BDC Properties, LLC 3235 NW 132nd Place Portland, OR 97229 Bankruptcy Case No.: 11-30253 Chapter 11 Petition Date: January 13, 2011 Court: United States Bankruptcy Court District of Oregon Judge: Randall L. Dunn Debtor's Counsel: Matthew A. Arbaugh, Esq. FIELD JERGER LLP 621 SW Morrison St, Suite 1225 Portland, OR 97205 Tel: (503) 228-9115 E-mail: matt@fieldjerger.com Scheduled Assets: $3,857,300 Scheduled Debts: $3,212,790 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/orb11-30253.pdf The petition was signed by Bradley Boland, president. BORDERS GROUP: Gives Publishers Until Feb. 1 to Accept Proposal --------------------------------------------------------------- The New York Times' DealBook reports that publishers have been given until February 1 to decide whether they are willing to accept a proposal from Borders Group Inc. to turn overdue payments into a loan, several people briefed on the situation said on Friday. According to DealBook, Borders is asking publishers to take up to one-third of the company's reorganized debt, but the exact percentage has not yet been determined. In a separate report, Julie Bosman, writing for The New York Times, says the law firm Lowenstein Sandler and the consulting firm Alvarez & Marsal represented publishers during their meeting with Borders. Ms. Bosman relates people briefed on the matter said Borders at a meeting Thursday laid out a more detailed proposal to publishers, which includes asking publishers to provide money for a large portion of Borders' debt as a loan. Ms. Bosman reports the NY Times' sources, speaking only on condition of anonymity, said Borders executives told publishers that they were close to securing refinancing from GE Capital and other lenders, and that Borders intended to reduce costs, improve liquidity and expand marketing efforts, as well as sell some assets. According to Ms. Brosman, one publisher said Thursday that the plan laid out by Borders was not a convincing strategy for turning around the Company. As reported by the Troubled Company Reporter on January 7, 2011, The Wall Street Journal's Mike Spector said people familiar with the matter indicated Borders has been in discussions with restructuring advisers about ways to rework its debt-heavy balance sheet. The sources told the Journal Borders has been in talks with Wall Street firms that have worked on many high-profile bankruptcies and other types of restructuring deals, the people said. Sources said restructuring advisers at investment bank Jefferies & Co. are among those in talks to represent Borders and advise it on reworking its debt load. One of the sources told the On Saturday, Mr. Spector and WSJ's Jeffrey A. Trachtenberg reported that people familiar with the matter said Borders has hired law firm Kasowitz, Benson, Torres & Friedman to advise on its current refinancing efforts. One of the sources said Kasowitz's instructions are to keep the company out of bankruptcy court. About Borders Group Headquartered in Ann Arbor, Michigan, Borders Group, Inc. (NYSE: BGP) -- http://www.borders.com/-- is a specialty retailer of books as well as other educational and entertainment items. It employs 19,500 throughout the U.S., primarily in its Borders(R) and Waldenbooks(R) stores. The Wall Street Journal says Borders is the nation's second-largest bookstore chain by revenue, behind Barnes & Noble Inc. The Wall Street Journal's Jeffrey Trachtenberg reported that Borders said Dec. 30 it was delaying payments to some publishers. According to the Journal, Borders said the delays were part of its efforts to refinance its debt and that it had notified the publishers with which it is seeking to restructure payments. On December 9, 2010, Borders released its financial results for the third quarter ended October 30, 2010. The Company disclosed that it was in detailed discussions with potential lenders for replacement financing that Borders believes will provide sufficient liquidity through at least the beginning of 2012. Borders is also pursuing the potential sale of certain assets as well as cost reduction and sales generating initiatives. Borders cautioned that there can be no assurance that it will be able to obtain adequate financing or that its other initiatives will be successful. Borders also said if the steps it is taking are not successful, it could be in violation of the terms of its credit agreements in the first quarter of calendar 2011, which could result in a liquidity shortfall. As of October 30, 2010, Borders had total assets of $1,356,600,000, total liabilities of $1,397,400,000, and stockholders' deficit of $40,800,000. BORDERS GROUP: Slashes 15 Managerial Positions ---------------------------------------------- Julie Bosman, writing for The New York Times, reports that Mary Davis, a spokeswoman for Borders Group, said in an e-mail 15 managerial positions within the company were eliminated on Thursday. As reported by the Troubled Company Reporter on January 13, 2011, Jeffrey A. Trachtenberg, writing for The Wall Street Journal, said Borders on Wednesday indicated it was in the process of closing its distribution center in Tennessee and that roughly 310 jobs would be eliminated. Borders said the decision wasn't related to its ongoing refinancing effort or the delay of some vendor payments. About Borders Group Headquartered in Ann Arbor, Michigan, Borders Group, Inc. (NYSE: BGP) -- http://www.borders.com/-- is a specialty retailer of books as well as other educational and entertainment items. It employs 19,500 throughout the U.S., primarily in its Borders(R) and Waldenbooks(R) stores. The Wall Street Journal says Borders is the nation's second-largest bookstore chain by revenue, behind Barnes & Noble Inc. The Wall Street Journal's Jeffrey Trachtenberg reported that Borders said Dec. 30 it was delaying payments to some publishers. According to the Journal, Borders said the delays were part of its efforts to refinance its debt and that it had notified the publishers with which it is seeking to restructure payments. On December 9, 2010, Borders released its financial results for the third quarter ended October 30, 2010. The Company disclosed that it was in detailed discussions with potential lenders for replacement financing that Borders believes will provide sufficient liquidity through at least the beginning of 2012. Borders is also pursuing the potential sale of certain assets as well as cost reduction and sales generating initiatives. Borders cautioned that there can be no assurance that it will be able to obtain adequate financing or that its other initiatives will be successful. Borders also said if the steps it is taking are not successful, it could be in violation of the terms of its credit agreements in the first quarter of calendar 2011, which could result in a liquidity shortfall. As of October 30, 2010, Borders had total assets of $1,356,600,000, total liabilities of $1,397,400,000, and a stockholders' deficit of $40,800,000. B.R. SUMMERLIN: Owns The Heights at Summerlin --------------------------------------------- NetDockets reports that B.R. Summerlin Property, LLC, listed the location of its principal assets as 10550 Park Run Dr. in Las Vegas, Nevada, which is the address of a skilled nursing facility known as The Heights at Summerlin. The report relates that the facility is operated by Skilled Healthcare, LLC. Late last year, netDockets recounts, the Las Vegas Business Press reported that B.R. Summerlin had defaulted on a $15 million loan from Greystone Bank. According to netDockets, two of B.R. Summerlin's affiliates also filed chapter 11 petitions late last year in the Eastern District of Wisconsin bankruptcy court. Those two companies, B.R. Brookfield Commons No. 1 LLC and B.R. Brookfield Commons No. 2 LLC, own a Wisconsin shopping centre known as The Shoppes at Brookfield Commons. About B.R. Summerlin Woodland Hills, California-based B.R. Summerlin Property, LLC, filed for Chapter 11 bankruptcy protection on January 5, 2011 (Bankr. D. Nev. Case No. 11-10148). Gabrielle A. Hamm, Esq., at Gordon Silver, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D. Nev. Case No. 10-38838) filed separate Chapter 11 petitions on November 29, 2010. CAESARS ENTERTAINMENT: Lynn Swann to Receive Additional Pay ----------------------------------------------------------- On December 10, 2010, Caesars Entertainment Corporation's Board of Directors appointed Lynn Swann to the Company's Human Resources Committee and Jinlong Wang to the Audit Committee. On January 10, 2011 the Company's Human Resources Committee approved the change to the compensation of Mr. Swann who will receive an additional $15,000 in compensation per year for service on the Human Resources Committee for a total of $90,000 per year in compensation. Mr. Wang will receive a base compensation of $75,000 per year plus $25,000 per year for Audit Committee service. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. Harrah's carries 'Caa3' long term corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B-' issuer credit rating, with 'stable' outlook, from Standard & Poor's. Caesars Entertainment Inc. carries a 'Ca' long term rating from Moody's. CATALYST PAPER: Elects Early Redemption of Notes Due 2011 --------------------------------------------------------- Catalyst Paper Corporation announced that it has elected to redeem on February 11, 2011 all its outstanding 8 5/8% Senior Notes due June 15, 2011, in an aggregate principal amount of US$26,027,000, at a redemption price of 100% of the face value of these Senior Notes. About Catalyst Paper Based in Richmond, British Columbia, in Canada, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six facilities located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tonnes. The Company's balance sheet at Sept. 30, 2010, showed C$1.73 billion in total assets, C$1.32 billion in total liabilities, and stockholders' equity of C$406.2 million. * * * In mid-March 2010, Moody's Investors Service downgraded Catalyst's Corporate Family Rating to Caa1 from B3. Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. In May 2010, Standard & Poor's Ratings Services revised the outlook on Catalyst to stable from negative. S&P affirmed the 'CCC+' long-term corporate credit rating on the Company. The ratings on Catalyst reflect S&P's view of the company's highly leveraged capital structure, history of weak profitability, fiber supply issues, and its participation in cyclical commodity markets. In Standard & Poor's opinion, these risks are partially mitigated by the company's revenue diversity and improving cost profile. CATHOLIC CHURCH: Wilmington Files Plan With Options for Victims --------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., delivered to Judge Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware its Third Amended Chapter 11 Plan of Reorganization and Disclosure Statement on January 10, 2011. The Amended Plan provides for the establishment of a trust, to which the Diocese will contribute the unrestricted assets of the bankruptcy estate, less approximately $3 million, which will be used as startup capital for the Reorganized Debtor following confirmation of the Amended Plan. The Amended Plan also offers two choices for the Abuse Survivors: (i) Settlement Plan. An immediate, estimated $74 million global settlement of abuse claims against the Diocese, the Parish Corporations and the related Catholic Entities; and (ii) CDOW-Only Plan. A pared-down option using only Diocesan assets, which may provide as little as $15 million, depending on litigation outcomes, to compensate all creditors and resolve claims against the Diocese alone. Both options would bring the Diocese out of bankruptcy, but the CDOW-Only Plan would leave much litigation still unsettled -- the cost of which would further dilute compensation to creditors, the Diocese explains in its Amended Disclosure Statement. The Diocese assures parties-in-interest that it owns certain insurance policies that provide coverage for Survivor Claims and for a breach of fiduciary duty claim that has been threatened by the Lay Employees Committee. It has been suggested, the Diocese notes, that the Plan should "substantively consolidate" the Debtor with one or more of the Non-Debtor Catholic Entities. Substantive consolidation is an equitable remedy under federal law, which treats separate legal entities as if they were merged into a single survivor left with all the cumulative assets and liabilities (save for inter-entity liabilities, which are erased). The result is that claims of creditors against the separate entities morph to claims against the consolidated survivor, the Diocese points out. If the Amended Plan is confirmed as a Settlement Plan, the Non- Debtor Catholic Entities will contribute to the Plan Trust (i) cash in the aggregate amount of $57,781,870, (ii) certain real properties valued at approximately $9,793,000, and (iii) the rights to proceeds of insurance. The Amended Plan also proposes, in a Settlement Plan, the provision of valuable non-cash consideration by the Non-Debtor Catholic Entities, like the waiver of Claims against the estate. The hearing on the Amended Disclosure Statement is tentatively set for February 15, 2010, The Wall Street Journal reports, citing the Diocese's lawyer, Anthony Flynn, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. J. Vai's Verdict The Amended Plan also adds information regarding the recent judgment in favor of John Vai, whose abuse litigation against St. Elizabeth Roman Catholic Church had been permitted to go forward by the Bankruptcy Court. Mr. Vai obtained a verdict of $3,000,001 against St. Elizabeth. He has requested that the Superior Court impose pre-judgment interest from January 1, 1967, on the $3 million compensatory damages award, which request is opposed by St. Elizabeth and is currently under advisement by the Superior Court. To the extent that Mr. Vai's verdict stands and is collectible, a portion presumably will be satisfied by insurance proceeds, which would otherwise be available for contribution to the Plan Trust, as the Diocese was a co-insured with St. Elizabeth. According to the WSJ report, Mr. Flynn has acknowledged in an interview that the decision on Mr. Vai's case pushed the Diocese to reconstruct the Amended Plan. "The verdict in that case clearly was a spur to us to try to find whatever way we can to get out of this bankruptcy," Mr. Flynn said. In relation to the filing of the Amended Plan, the Diocese posted a statement containing a letter by Bishop W. Francis Malooly and an article entitled "Catholic Diocese of Wilmington Offers Facts about its Amended Plan of Reorganization" on its Web site at: http://www.cdow.org/cgi-bin/news/news.cgi?product=news The postings explain the Diocese's proposed Amended Plan and payout, as well as the effect of the Amended Plan on its creditors and the bankruptcy proceeding. Plan Options A. Settlement Plan A Trust would be formed to hold assets of the bankruptcy estate and those contributed by or on behalf of non-debtor Catholic entities for the benefit of creditors. The Diocese would contribute its insurance plus all but $3 million of its unrestricted funds and all of the real estate owned by the diocesan corporation, or the value thereof, including the Bishop's residence. Together, the value of these assets totals about $30 million. The $3 million set aside will be the working capital of the Diocese post-bankruptcy. Non-debtor Catholic entities, which are not part of the bankruptcy, will contribute cash, real estate and other assets totaling about $69 million. Of that sum, the lion's share of $53 million would come from the Catholic Diocese Foundation, which would contribute all of its investment assets, including about $46.6 million in cash and all of its investment property, estimated at approximately $6.3 million. Other entities that would contribute assets to the Plan Trust under the Amended Plan include Catholic Cemeteries, Siena Hall, Seton Villa and Children's Home. In exchange for these contributions, all of the non-debtor Catholic entities will be released from any liability. After set asides for pension obligations, health insurance, workers compensation, and legal fees and other administrative expenses related to the bankruptcy, under the Settlement Plan, the net amount for survivors would be approximately $74 million. It is estimated that this will result in average payouts to survivors of abuse by diocesan priests in excess of $750,000 per person. Payouts would likely range from $75,000 to $3 million, depending on the severity of the abuse suffered by the survivor- claimant. Moreover, the payouts would be far higher than in previous diocesan bankruptcy settlements. Average Award Diocese per Claim ------- ------------- Fairbanks, AK $33,000 Davenport, IA 237,000 Spokane, WA 275,000 Tucson, AZ 330,000 Portland, OR 410,000 Wilmington, DE 750,000 If creditors do not vote to approve the Settlement Plan, survivors and other creditors will be compensated via a CDOW-Only Plan, although likely only after years of additional litigation. B. CDOW-Only Plan Under this Plan, money available to survivors would be limited to the assets of the Diocese. After set-asides for health insurance, workers compensation and administrative expenses, and depending on the outcome of the pending appeal regarding the Pooled Investment Account, the estimated total of assets available for distribution under a CDOW- Only Plan could be as little as $15 million, depending on the outcome of litigation. This amount would then be apportioned among all creditors, including abuse survivors and pension beneficiaries. Confirmation of the Amended Plan If the Amended Plan is confirmed as a Settlement Plan, then the Non-Debtor Catholic Entities and Settling Insurers will contribute Cash and other property to the Plan Trust for the benefit of holders of Allowed Survivor Claims, in exchange for releases of Survivor Claims and Causes of Action of the estate. Aside from the $74 million, additional contributions of approximately $9.4 million will be made to the Lay Pension Plan Trust for the benefit of lay pensioners. The Amended Plan will be confirmed as a Settlement Plan only if (i) at least two-thirds in amount and more than one-half in number of Survivor Claims that vote on the Amended Plan vote in favor of the proposed global settlement embodied in the Amended Plan, and (ii) the Bankruptcy Court binds those who vote against the proposed global settlement to the release and channeling injunction provisions of the Amended Plan. If the Amended Plan is confirmed as a CDOW-Only Plan, the Non- Debtor Catholic Entities and the Settling Insurers will not voluntarily provide any consideration to the Plan Trust and will not be released from any Survivor Claims or Causes of Action. The Diocese anticipates that a CDOW-Only Plan would necessitate years of additional litigation to determine the scope of the property of the bankruptcy estate and to liquidate the amount of any contribution and indemnity claims of Parish Corporations against the Diocese. Creditors These creditors would be beneficiaries of the assets to be distributed under the Amended Plan: * Clerical sex-abuse survivor-claimants; * Lay pension claimants, like teachers and other employees of parishes and the Diocese; * Allied Irish Bank, if the Bankruptcy Court rules that a restricted capital campaign fund, which was collected to underwrite the construction of a regional school, is part of the bankruptcy estate; * Clergy pension claimants, if the Bankruptcy Court rules that their pension assets are part of the bankruptcy estate; and * The diocesan-related entities and parishes with funds in the Pooled Investment Account, if the Bankruptcy Court ruling is upheld on appeal. Pooled Investment Account Still presently in dispute is approximately $74 million in a Pooled Investment Account, including investment funds of the Catholic Diocese Foundation, Catholic Charities, Catholic Cemeteries and other entities. The Bankruptcy Judge ruled that the funds in the Pooled Investment Account, while intended to be held in trust, are part of the bankruptcy estate. The Bankruptcy Court's decision is being appealed to the U. S. Court of Appeals for the Third Circuit. Under the Settlement Plan, the appeal will be dismissed, and about 75% of the disputed funds, in the Pooled Investment Account -- about $54 million -- will go into a trust for survivors. The amount is the contribution from non-debtor Catholic entities not involved in the bankruptcy. Under the CDOW-Only Plan, if the Third Circuit agrees with the Bankruptcy Judge's ruling, these funds will be included among the assets to be distributed to creditors, and the investing entities will themselves become creditors, and will share in the assets distributed under the CDOW-Only Plan. Litigation According to the Diocese, numerous causes of action and litigation settled under the Settlement Plan will be left unresolved under the CDOW-Only Plan, and would need to be fully litigated before meaningful distributions can be made to creditors. The Diocese estimates that the litigation could take at least two to three years to be fully adjudicated, and the legal fees and other costs would substantially reduce the assets in the Trust available to pay creditors. The Diocese notes that if the Third Circuit upholds the Bankruptcy Judge's ruling regarding the Pooled Investment Account, then the non-debtor investors in the Account, including the Catholic Diocese Foundation, Catholic Charities, Catholic Cemeteries and other entities, will themselves become creditors and be entitled to recover a portion of their investment. Jurisdiction Under either plan option, all clerical sex-abuse claims pending in state court against the Diocese or a parish will be removed to the U.S. District Court for the District of Delaware for disposition as part of a claims estimation and liquidation process. Clerical Sex-abuse Claims Individual distributions to Abuse Survivors will be based on the value of each claim as determined by the Plan Trust. Under either plan option, Abuse Survivors will have three options to determine the valuation of their claims: (a) Arbitration; (b) Trial in the District Court; and (c) "Convenience Treatment," with allowances, without the need for arbitration or trial, of $75,000 for claims involving diocesan priests and $25,000 for claims involving religious order priests. Disclosure and Healing Under either plan option, the Diocese will undertake these voluntary steps, which are the most extensive ever provided for in a diocesan bankruptcy settlement: -- The Bishop will meet with any survivor, who wishes. He also will send a letter of apology to survivors and their families; -- The Diocese will annually post on its Web site the results of the annual audit by the United States Conference of Catholic Bishops of the Diocese's compliance with the Charter for the Protection of Children and Young People; -- After emerging from bankruptcy, the Diocese will establish a records repository open to the public for 10 years of all non-privileged documents in the Diocese's possession related to sexual abuse by, and supervision of, abusive clergy, religious, or lay employees; -- The Diocese will continue its current policy of releasing survivors from confidentiality agreements that they may have signed as part of prior legal settlements; and -- The Diocese will continue its annual child abuse prevention training of all priests, and any diocesan and parish employees and volunteers with regular contact with children, including training regarding the mandatory reporting of suspected abuse. Pension The value of the assets in the two Lay Employee Pension Plan funds is approximately $9 million. Based on the most recent actuarial estimates, the accrued and vested benefit liability of the Pension Plan is approximately $52 million. Under the Settlement Plan, the Lay Employee Pension Plan Trust will receive an additional distribution of $5 million from the bankruptcy estate. Coupled with substantially increased annual contributions of $2 million by the Diocese to the Lay Employee Pension Trust, this infusion of assets will enable the Pension Plan to meet its obligations. Under the CDOW-Only Plan, the pensioners will share with survivors in the Plan Trust. Under either plan option, the Diocese intends to modify and reaffirm its obligations to the lay employees under the Pension Plan. Impact According to the article posted at the Diocese's Web site, the Settlement Plan will place a serious burden on the current ministries of the Diocese. The Catholic Diocese Foundation has been the engine for growth in the Diocese for more than 80 years, a behind-the-scenes benefactor of efforts as school building, new parish construction and expansion, emergency maintenance, education and a variety of other programs. With the decimation of its resources, that role will end. The settlement will require the imposition of severe budget cutbacks at the Diocesan level. The Diocese will no longer be able to sustain all its ministries. It is not clear exactly where the cuts will come from, but they will be severe. The Settlement Plan will allow parishes and schools to continue operating, which is the goal of the Settlement Plan. The Diocese believes that the contribution of certain affiliate reserve funds to the settlement pot also will reduce services provided by Catholic Charities. Urgency The Diocese believes it is imperative that the Settlement Plan be approved as quickly as possible. Currently, the bankruptcy is consuming nearly $800,000 a month in legal and other administrative expenses, eroding the Diocese's ability to compensate survivors and other creditors. To date, these fees total $8 million. The Diocese avers that failure to approve the Settlement Plan will mean years more of litigation, millions more dollars to lawyers instead of survivors, and an indefinite delay in getting survivors both the help they need and the closure they have long sought. Recommendation The Diocese recommends that all creditors entitled to vote on the Amended Plan cast their ballots to accept the plan, and that all holders of Survivor Claims vote to approve the proposed global settlement embodied in the Amended Plan. The Diocese believes that confirmation of the Amended Plan as a Settlement Plan will provide the greatest and earliest possible recoveries to holders of Survivor Claims and will provide the best possible outcome to other creditors. In the absence of a global settlement, the Diocese believes that confirmation of the Amended Plan as a CDOW-Only Plan will provide the greatest and earliest possible recoveries to creditors. Failure to achieve confirmation of the Amended Plan could result in the bankruptcy estate becoming administratively insolvent, the Diocese says. Copies of the Amended Plan and Disclosure Statement, as well as their blacklined copies, may be accessed for free at: * http://bankrupt.com/misc/Church_W_3rdAmdPlan_011011.pdf * http://bankrupt.com/misc/Church_W_AmendedDS_011011.pdf * http://bankrupt.com/misc/Church_W_DS_Blacklined_011011.pdf * http://bankrupt.com/misc/Church_W_Plan_Blacklined_011011.pdf Diocese's Statement WILMINGTON, Delaware -- January 11, 2011 -- The Most Rev. W. Francis Malooly, Bishop of the Catholic Diocese of Wilmington, has issued a letter to parishioners on the filing by the Catholic Diocese of Wilmington, Inc. of its Amended Plan of Reorganization: My Dear People: Last night we filed with the Bankruptcy Court an Amended Plan of Reorganization that we believe offers an important choice for survivors of sexual abuse by diocesan priests. The choice is between an immediate, estimated $74-million global settlement of abuse claims against the Diocese and its parishes, and a pared down option using only the assets of the Catholic Diocese of Wilmington, Inc., which would provide perhaps $15 million, depending on the outcome of litigation, to compensate all creditors and resolve claims against the Diocese alone. Both options would bring the Diocese out of bankruptcy, but the latter would leave much litigation still unsettled, the cost of which would further dilute compensation to creditors. Option One of the Amended Plan, the Settlement Plan, is informed by months of mediation conducted by a federal judge and a retired state court judge with representatives of abuse survivors, lay employees, insurers and others. It also is informed by the outcomes of recent court cases, and, especially, by soul-searching discussions within the diocesan family. These discussions have led to an offer by entities affiliated with the diocese but not involved in the bankruptcy filing to provide more than $60 million of their own assets in hopes of bringing the bankruptcy to a successful conclusion -- meaning a solution that fairly compensates abuse survivors while safeguarding the future of our parishes and schools, and making sure that the Diocese is able to meet its pension obligations to all employees and continue important ministries. These non-debtor Catholic entities, to use the legal term, include the Catholic Diocese Foundation, Catholic Cemeteries, Siena Hall, Seton Villa, Children's Home, and the parishes themselves. The condition on which they are making their assets available is that the parishes, and all diocesan-related entities, be released from all litigation. Lawyers for some survivor-claimants have said that the parishes want to buy their way out of litigation cheaply. But a settlement fund of $74 million -- two-thirds of which would come from the non-debtor entities -- is hardly cheap. It would result in average compensation of approximately $750,000 for survivors of abuse by diocesan priests -- far higher than the amounts recovered by claimants in other diocesan bankruptcies. Depending on the grievousness of the harm suffered by a survivor, as determined by an independent judicial process, compensation to individual survivors is expected to range from $75,000 to $3 million. The Settlement Plan would entail severe sacrifices in the diocesan family. For example, because the Catholic Diocese Foundation would shoulder the largest financial burden -- almost $53 million -- the plan would end the Foundation's historic role as the primary underwriter of the building of schools and churches, and the provider of financial support for a myriad of other good works. Property, including the Bishop's home, will be sold, ministries will be curtailed, and some layoffs will be necessary. In the event that claimants vote to reject the Settlement Plan, the fallback would be Option Two, the Diocese-Only plan, which we view as a far inferior alternative. Under this plan, money available to survivors would be limited to the assets of the Catholic Diocese of Wilmington, Inc., the sole entity named in the Chapter 11 filing. After set-asides for health insurance, workers compensation and administrative expenses relating to the bankruptcy, the estimated total of assets available for distribution could be as little as $15 million, depending on the outcome of the Pooled Investment Account litigation. This amount would then be apportioned among all creditors, including abuse survivors and pension beneficiaries. Under both the Settlement Plan and the Diocese-Only Plan, steps would be taken to shore up the financial security of the employee pension plans. The claims of our other creditors, principally Allied Irish Bank, also would be addressed under both plans. The Amended Plan also further enhances the voluntary undertakings by the Diocese, and by me, offered in the original plan. These non-monetary provisions are designed to further promote healing and reconciliation, and reaffirm the commitment of the Diocese to preventing sexual abuse. In addition to our continued compliance with the Charter for the Protection of Children & Young People adopted by the U.S. Conference of Catholic Bishops in 2002, and our vigilant implementation of the For the Sake of God's Children program established by the Diocese in 2003, the non-monetary provisions of the Plan include making publicly available documents in diocesan files related to sexual abuse by abusive clergy, religious and lay employees. These undertakings are the most extensive ever offered in a diocesan bankruptcy or settlement of clergy sex abuse claims. We expect that the [Bankruptcy] Court will consider and approve a disclosure statement by mid-February at which time creditors will be given the opportunity to vote on the Diocese's plan options. We anticipate that a plan will be presented to the Bankruptcy Court for confirmation in April, and the Diocese will emerge from Bankruptcy under one of these options shortly thereafter. Further litigation obviously could delay this schedule, but I sincerely hope that all parties will agree it is time to end the more than $800,000 per month in legal and professional fees being incurred by the Diocese in the bankruptcy process, all of which reduces the amount available for creditors As I said when we filed for bankruptcy in October of 2009, our goal is to fairly compensate all survivors of clergy sexual abuse in our diocese and to assure the continuation of our charitable, educational and spiritual ministries. The Settlement Plan fulfills both goals since the vast majority of our ministry happens on the parish/school level. I ask you to join me in prayer that this plan is approved by our creditors without delay so we can end this bankruptcy and begin the healing process. Most Rev. W. Francis Malooly Bishop of Wilmington Treatment and Classification of Claims The Catholic Diocese of Wilmington, Inc.'s Amended Chapter 11 Plan of Reorganization provides for these classification and treatment of claims: Class Description Treatment of Allowed Claims ----- ----------- --------------------------- N/A Administrative Paid in Cash equal to the Allowed Claims amount of the Claim, which will not include any interest, penalty, or premium. N/A Priority Tax Paid in Cash equal to the Allowed Claims, if any Amount of the Claim, which will not include any penalty or premium. 1 Secured Claims Legal, equitable, and contractual rights to which the Claim entitles its holder will be reinstated in full on the Effective Date. 2 Priority Claims Paid in Cash equal to the Allowed amount of the Claim, which will not include any interest, penalty, or premium. 3A Survivor Claims Settlement Plan: Receive a Pro Rata distribution from the Plan Trust, which will be funded by CDOW Assets as well as Assets contributed by the Non-Debtor Catholic Entities. Survivors are free to elect between convenience treatment, arbitration, or litigation of their Claims. Survivor claimants electing convenience treatment receive 100% payout on their Allowed Survivor Convenience Claims. CDOW-Only Plan: Receive a Pro Rata distribution from the Plan Trust, which will be funded solely by CDOW Assets. Survivors are free to elect between convenience treatment, arbitration, or litigation of their Claims. Survivors electing convenience treatment receive no less than 50% payout on their Allowed Survivor Convenience Claims. 3B Lay Pension Settlement Plan: Receive (i) the Claims Lay Pension Fund (valued at $4,432,983 as of 11/30/10), and (ii) distribution of $5 million, both to be contributed to the Lay Pension Plan Trust. CDOW-Only Plan: Receive a Pro Rata distribution from the Plan Trust, contributed to the Lay Pension Plan Trust. 3C DEDA Bond May elect to receive either (i) Transaction promissory note from the Claims Reorganized Debtor, on terms agreeable to the Diocese, in its absolute discretion, or (ii) Pro Rata distribution from the Capital Campaign Fund, a Restricted Asset. However, if Plan is confirmed as CDOW-Only Plan and the Capital Campaign Fund is determined to be an Unrestricted Asset of the Estate, will receive a Pro Rata distribution from the Plan Trust. 3D Clergy Pension Legal, equitable, and contractual Claims rights to which the Claim entitles its holder will be reinstated in full on the Effective Date. However, if Plan is confirmed as CDOW-Only Plan and the Clergy Pension Fund is determined to be an Unrestricted Asset of the Estate, will receive a Pro Rata distribution from the Plan Trust. 3E Gift Annuity Legal, equitable, and contractual Claims rights to which the Claim entitles its holder will be reinstated in full on the Effective Date. However, if Plan is confirmed as CDOW-Only Plan and the Gift Annuity Funds are determined to be Unrestricted Assets of the Estate, will receive a Pro Rata distribution from the Plan Trust. 3F Other Unsecured Settlement Plan: Legal, equitable, Claims and contractual rights to which the Claim entitles its holder will be reinstated in full on the Effective Date. CDOW-Only Plan: Receive a Pro Rata distribution from the Plan Trust. 4 Penalty Claims Not expected to retain or receive any property on account of the Claims. Under the Amended Plan, the Claims in Class 1 Secured Claims and Class 2 Priority Claims are unimpaired and conclusively presumed to have accepted the Plan. Holders of Claims in Class 3A Survivor Claims, Class 3B Lay Pension Claims, Class 3C DEDA Bond Transaction Claims, and Class 3F Other Unsecured Claims are impaired and are entitled to vote to accept or reject the Plan. Holders of Claims in Class 3D Clergy Pension Claims and Class 3E Gift Annuity Claims are potentially impaired and are entitled to vote to accept or reject the Plan. Holders of Claims in Class 4 Penalty Claims are impaired, but are not expected to retain or receive any property under the Plan and, accordingly, are conclusively presumed to have rejected the Plan. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Wilmington Creditors Unhappy With Amended Plan --------------------------------------------------------------- Abuse Survivors and their counsel accused the latest Amended Plan of Reorganization filed by the Catholic Diocese of Wilmington, Inc., as insincere and insufficient, both in terms of the compensation offered to victims and disclosure of information related to abuser priests, The News Journal reports. They also allege that the Amended Plan will prolong the dispute and suffering on all sides. Thomas S. Neuberger, Esq., who represents a majority of those with claims against the Diocese, said simple math -- and a footnote in the Amended Plan -- indicates the average settlement will be about $506,000, and not in the range of $750,000 to $3 million as indicated by the Diocese, Sean O'Sullivan of the News Journal says. Counsel to the Official Committee of Unsecured Creditors, James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, said that if Diocesan officials were truly interested in reaching a global settlement, they should have at least tried to talk to the Creditors Committee before filing the Amended Plan, News Journal reports. Mr. Stand asserted that the Diocese never shared its original plan, which was filed in September last year, the recent Amended Plan or the Disclosure Statements related to the Plans before they were filed with the U.S. Bankruptcy Court for the District of Delaware. "The latest reorganization plan is the diocese's dictatorial and highhanded effort to impose a nonconsensual solution to its sordid history of facilitating and tolerating sexual abuse of the children of the diocese," the News Journal quoted John Vai as saying. Mr. Vai, a survivor of clergy sexual abuse and also a co- chair of the Creditors Committee, has received a $3 million judgment against St. Elizabeth Roman Catholic Church. "Critically, the amended plan does not represent a sincere effort to disclose documents that demonstrate the sordid history of abuse in the diocese," Mr. Vai added. In another report, a member of the group Survivors Network of those Abused by Priests, or SNAP, set up outside the Church of the Holy Cross on January 13, 2011, to draw attention to the accusations that the parish has been home to eight accused priests from 1966 to 2000, DoverPost.com reports. The western regional director for SNAP, Joelle Casteix, encouraged those who have been victims of abuse at the parish to come forward, the report says. SNAP is also asking for full transparency of documents related to sexual abuse cases from the Diocese. "We have to draw attention to this," DoverPost.com quoted Ms. Casteix as saying. "The public needs to know. I know there are dozens of victims from Holy Cross who feel as if they are alone and need to know they aren't. And I know there are witnesses out there who don't know how to come forward," she continued. Bob Krebs, the Diocese's director of the office of communications, said that the Diocese has already complied with the other demands of SNAP, DoverPost.com reports. He added that the Diocese "has never insisted or asked for any documents not to be released by any of the courts. We are committed to dealing as openly and honestly as possible." About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Milwaukee Sec. 341 Meeting Set for Feb. 11 ----------------------------------------------------------- The U.S. Trustee for Region 11 will convene a meeting of creditors of the Archdiocese of Milwaukee, on February 11, 2011, at 11:00 a.m., at U.S. Courthouse, Room 190, 517 East Wisconsin Avenue, in Milwaukee, Wisconsin. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in the Archdiocese's bankruptcy case. Attendance by the Debtors' creditors at the meeting is welcome, but not required. The Section 341(a) meeting offers the creditors a one-time opportunity to examine the Debtor's representative under oath about the Debtor's financial affairs and operations that would be of interest to the general body of creditors. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on November 28, 1843, and was elevated to an Archdiocese on February 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on January 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CENTRALIA OUTLETS: Taps Bush Strout as Bankruptcy Counsel --------------------------------------------------------- Centralia Outlets, LLC, is asking Judge Paul B. Snyder for authority to hire James L. Day, Esq., at Bush Strout & Kornfeld, LLP, in Seattle, Washington, as its bankruptcy counsel. Mr. Day has filed a proposed order with the U.S. Bankruptcy Court for the Western District of Washington authorizing the limited appointment of the firm as interim bankruptcy counsel to Centralia Outlets. Mr. Day says Bush Strout & Kornfeld LLP does not hold or represent any interest adverse to the estate in connection with the matters upon which the firm will be engaged, and is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached at: James L. Day, Esq. BUSH STROUT & KORNFELD LLP 5000 Two Union Square 601 Union Street Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 E-mail: jday@bskd.com Tacoma, Washington-based Centralia Outlets LLC is the owner of the Centralia Factory Outlets mall in Centralia, Washington. The Debtor filed for Chapter 11 protection on Dec. 3, 2010 (Bankr. W.D. Wash. Case No. 10-24529), after receiving an order sending the mall to receivership. The Debtor estimated assets and debts of $10 million to $50 million. CHINA VILLAGE: Amends List of 20 Largest Unsecured Creditors ------------------------------------------------------------ China Village, LLC, filed an amended list of creditors holding the 20 largest unsecured claims, disclosing: Unsecured Creditor Claim Amount ------------------ ------------ Last & Faoro $3,776 520 S. El Camino Real, Ste. 430 San Mateo, CA 94402 Statewide Roofing $4,106 5542 Monterey Road #201 San Jose, CA 95138 Structural Engineers, Inc. $5,000 4970 El Camino Real, Ste. 100 Los Altos, CA 94022 Acanthus Architecture & Design $7,320 751 Baker Street San Francisco, CA 94115 Twinwood $8,893 320 13th Street, Ste. 206 Oakland, CA 94162 Republic ITS $9,275 371 Bel Marin Keys Blvd. #200 Novato, CA 94949 Do, Le & Co $10,000 2150 Ringwood Ave. San Jose, CA 95131 City of Fremont $12,893 P.O. Box 5006 Fremont, CA 94537 Kleinfelder $14,189 981 Garcia Ave., Ste. A Pittsburg, CA 94565 Gates & Associates $17,734 2671 Crow Canyon Road San Ramon, CA 94583 Sandis $25,440 3007 Douglas Blvd., Ste. 105 Roseville, CA 95661 RTKL $27,000 P.O. Box 402336 Atlanta, GA 30301 Professional Services Industries $27,297 1901 South Meyers Road Suite 400 Oakbrook Terrace, IL 60181 Berliner Cohen $34,928 10 Almaden Blvd., 11th Floor San Jose, CA 95113 Kobza & Associates Architecture $49,859 2083 Old Middlefield Way Mountain View, CA 94043 Dennis Brown $61,912 111 N. Market Street, Ste. 1010 San Jose, CA 95113 Interface Engineering, Inc. $103,783 708 SW Third Ave., Ste. 400 Portland, OR 97204 BSB Design $148,304 1601 West Lake Parkway, Ste. 200 Des Moines, IA 50266 A Dong Supermarket $152,499 Attn: Ken Huynh 13075 Euclid St. Garden Grove, CA 92843 Fresh & Natural, Inc. $500,000 426 South Main Street Milpitas, CA 95035 About China Village Milpitas, California-based China Village, LLC, is a limited liability company that company that was created on May 10, 2005. The members of Debtor are Thomas Nguyen, the Responsible Individual in this case (8%), Joseph Nguyen (9%) and Tuyet Minh Le (83%). The Debtor is in the business of purchasing, leasing, renovating and selling commercial real property. The Debtor currently owns a significant commercial property in Fremont, California, that has 370,019 square feet of rentable space on 25.07 acres of land. China Village filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Calif. Case No. 10-60373). Lawrence A. Jacobson, Esq., Sean M. Jocobson, Esq., at Cohen And Jacobson, LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. CHINA VILLAGE: Court Approves Cohen and Jacobson as Counsel ----------------------------------------------------------- Judge Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the Northern District of California approved the application of China Village, LLC, to employ Cohen and Jacobson, LLP, as its counsel. The Court also approved the terms and scope of the firm's employment. The firm can be reached at: Lawrence A. Jacobson, Esq. Sean M. Jacobson, Esq. COHEN AND JACOBSON, LLP 900 Veterans Boulevard, Suite 600 Redwood City, CA 94063 Tel: (650) 261-6280 Fax: (650) 368-6221 E-mail: laj@cohenandjacobson.com sean@cohenandjacobson.com About China Village Milpitas, California-based China Village, LLC, is a limited liability company that company that was created on May 10, 2005. The members of Debtor are Thomas Nguyen, the Responsible Individual in this case (8%), Joseph Nguyen (9%) and Tuyet Minh Le (83%). The Debtor is in the business of purchasing, leasing, renovating and selling commercial real property. The Debtor currently owns a significant commercial property in Fremont, California, that has 370,019 square feet of rentable space on 25.07 acres of land. China Village filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Calif. Case No. 10-60373). The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. CITIGROUP INC: Remains "Too Big to Fail," TARP Watchdog Says ------------------------------------------------------------ Dow Jones Newswires' Jeffrey Sparshott reports that the Office of the Special Inspector General for the Troubled Asset Relief Program said on Thursday the U.S. government's 2008 rescue of Citigroup Inc. encouraged the kind of risky behavior that contributed to the financial crisis and leaves standing a financial institution that remains "too big to fail." Dow Jones relates that, according to Sigtarp, "Unless and until institutions like Citigroup can be left to suffer the full consequences of their own folly, the prospect of more bailouts will potentially fuel more bad behavior with potentially disastrous results." Dow Jones reports that U.S. Treasury Secretary Timothy Geithner, in comments to Sigtarp last month included in the report, said regulators now have better tools to manage crises but acknowledged that the government could again be forced to take "exceptional" measures to protect the financial system. Dow Jones relates Treasury spokesman Steve Adamske said the "exceptional" comment was taken out of context. "The Secretary was right. It's an exceptional thing to wind down a firm in the future, in an orderly way, at no cost to taxpayers, using the new tools provided by Dodd-Frank," Mr. Adamske said, referring to a financial overhaul passed by Congress this summer, according to Dow Jones. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup also received $45 billion in bailout aid. Citigroup sold assets to repay the bailout funds. Dow Jones notes the government effort helped restore confidence in the bank and turned a $12 billion profit for taxpayers as Citigroup repaid programs and regained its independence, the inspector general said. But it also encouraged high-risk behavior by insulating risk takers from the consequences of failure, and enables the biggest financial institutions to raise funds more cheaply than smaller competitors. Dow Jones relates Citigroup on Thursday said it owed a debt of gratitude to the government and to taxpayers for providing funds that restored confidence in the financial system, and that it is now operating on a strong financial foundation. About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. COMMERCIAL VEHICLE: Arnold Siemer Discloses 9.96% Equity Stake -------------------------------------------------------------- In a Schedule 13G filing with the Securities and Exchange Commission on January 12, 2011, Arnold B. Siemer disclosed that he beneficially owns 2,763,226 shares of common stock of Commercial Vehicle Group, Inc., representing 9.96% of the shares outstanding. The number of shares outstanding of the Company's common stock, par value $.01 per share, at September 30, 2010 was 28,545,253 shares. About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. The Company's balance sheet at Sept. 30, 2010, showed $289.32 million in total assets, $294.99 million in total liabilities, and a stockholders' deficit of $5.67 million. * * * Commercial Vehicle carries a 'Caa2' Corporate Family Rating and 'Caa2/LD' Probability of Default Rating from Moody's. It has 'CCC+' issuer credit ratings from Standard & Poor's. In mid-October 2010, Moody's Investors Service upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2, and revised the ratings outlook to positive from negative. These positive actions recognize the continuing improvement in the build rates for commercial vehicles and the realized benefits of the company's operating and capital restructurings. According to Moody's, the Caa1 CFR reflects modest size, high debt leverage, and exposure to highly cyclical commercial vehicle end markets. Demand for commercial vehicle components is sensitive to both economic cycles and regulatory implementation schedules. COMSTOCK MINING: Committee OKs Selection of Deloitte as Auditor --------------------------------------------------------------- On January 4, 2011, the Audit and Finance Committee of the Board of Directors of Comstock Mining Inc., upon completion of a formal selection process, approved the selection of Deloitte & Touche LLP as its independent, registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ended December 31, 2010. On January 4, 2010, the Company dismissed Jewett, Schwartz, Wolfe & Associates as its independent registered public accounting firm. The reports of JSWA on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2009 and 2008 did not contain any adverse opinion or disclaimer of opinion. These reports were not qualified or modified as to audit scope or accounting principles, with the exception of a statement regarding the uncertainty of the Company's ability to continue as a going concern. During the fiscal years ended December 31, 2009 and 2008 and during the period between December 31, 2009 and January 4, 2011, there were no disagreements between JSWA and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of JSWA, would have caused JSWA to make reference to the subject matter of the disagreements in connection with their reports. Furthermore, during the fiscal years ended December 31, 2009 and 2008 and during the period between December 31, 2009 and January 4, 2011, there were no reportable events. The fiscal years ended December 31, 2009 and 2008 are the Company's two most recent completed fiscal years. During the fiscal years ended December 31, 2009 and 2008 and during the period between December 31, 2009 and January 4, 2011, neither the Company nor anyone on its behalf consulted Deloitte regarding (i) either: the application of accounting principles to a specified transaction; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement or a reportable event. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. The Company's balance sheet at September 30, 2010, showed $5.6 million in total assets, $46.6 million in total liabilities, and a stockholders' deficit of $41.0 million. As reported in the Troubled Company Reporter on April 15, 2010, Jewett, Schwartz, Wolfe & Associates expressed substantial doubt about Goldspring, Inc.'s ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has operating and liquidity concerns and has incurred historical net losses approximating $55.0 million as of December 31, 2009. The Company also used cash in operating activities of $3.6 million in 2009. CONSTELLATION ENT: Moody's Assigns 'B2' on Proposed $130MM Notes ---------------------------------------------------------------- Moody's Investors Service assigned to Constellation Enterprises LLC a B2 Corporate Family Rating, B2 Probability of Default Rating, and a B2 rating to its proposed $130 million senior secured notes due 2016. Its proposed $25 million asset-based revolving credit facility due 2016 will be unrated. The rating outlook is stable. This is a first time rating for Constellation. These ratings were assigned: Constellation Enterprises LLC * Corporate Family Rating, B2 * Probability of Default Rating, B2 * Proposed $130 million senior secured notes due 2016, B2 LGD4 55% All ratings are subject to the completion of the proposed transaction and Moody's review of final documentation. Proceeds from the proposed senior secured notes reportedly will be used to refinance existing bank credit facilities and pay transaction fees and expenses. The revolver is expected to be undrawn at closing. The B2 CFR reflects Constellation's modest size, geographic concentration, exposure to cyclical end markets, and leverage position as measured by pro forma debt leverage of approximately 4.7x. The CFR favorably reflects significant barriers to entry provided by a combination of short lead times, high freight costs, long-term customer relationships, a niche market focus, and improved order bookings and backlog. The ratings also reflect Moody's expectation of gradual improvement in economic conditions which could have a moderately positive impact on the various end markets that Constellation's five operating subsidiaries serve. Through its subsidiaries, Constellation is a forger and manufacturer of custom metal components for end markets such as rail transportation, oil & gas, general industrial, nuclear, aerospace, and small gas engine markets. The CFR further acknowledges the company's success in reducing its cost structure to limit the negative effects of the economic downturn and maintain reasonable gross margins despite a significant decline in revenue. Moody's believes liquidity is adequate to support operations over the near-term. Moody's expects minimal balance sheet cash at closing and believe Constellation will generate modestly positive free cash flow in 2011. External liquidity is provided by the $25 million asset-based revolving credit facility, which may be used for working capital purposes to fund seasonal needs or semi- annual bond interest payments. Moody's expects the only financial maintenance covenant will be a fixed charge coverage ratio on the revolver that is applicable if availability falls below a modest threshold. Alternate liquidity is minimal, as substantially all assets will be substantially encumbered. The stable rating outlook reflects Moody's expectation that a gradual, broad-based economic recovery will support improved business conditions across most of the company's end markets. Moody's expects leverage to decline to below 4x and free cash flow generation to be modestly positive over the next twelve to eighteen months. Even though the ratings upside is limited currently given the company's modest size, positive pressure could build if the company is able to de-lever or if leverage is likely to reduce sustainably due to material earnings improvement. Moody's could consider a positive action if adjusted debt to EBITDA falls below 3.0x-3.2x range and free cash flow to debt remains above 8% on a sustainable basis. The ratings and the outlook would be negatively pressured if it seems likely that leverage could remain above 5.0x, the company could generate negative free cash flow, or liquidity could deteriorate on a sustainable basis. Moody's would also be concerned about sustained outages of major equipment, deterioration in key oilfield services end markets, or a reversal of continued improvement in order bookings across the business. Constellation Enterprises LLC, wholly owned by Protostar Partners since June 2008, has five operating subsidiaries: The Jorgensen Forge Corporation, Commercial Metal Forming Inc., Columbus Steel Castings Company, Zero Manufacturing Inc., and Eclipse Manufacturing Company. The first three subsidiaries have historically accounted for over 75% of Constellation's sales. The company's main end markets include rail transportation, oil & gas, general industrial, nuclear, aerospace, and small gas engine markets. Revenues for 2010 were roughly $215 million. The principal methodologies used in this rating were Global Manufacturing Industry published in December 2010, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CONSTELLATION ENT: S&P Assigns 'B' Rating on Proposed $130MM Notes ------------------------------------------------------------------ Standard & Poor's Rating Services assigned its 'B' preliminary corporate credit rating to Delaware-based Constellation Enterprises LLC (Constellation) and a 'B' preliminary issue-level rating to the Company's proposed $130 million senior secured notes due 2016. The preliminary recovery rating on this debt is '4', indicating S&P's expectation of average recovery (30%-50%) in a default scenario. The outlook is stable. "The preliminary ratings on Constellation reflect its highly leveraged financial risk profile, marked by substantial leverage, and our expectation that credit measures, while satisfactory for the rating based on the proposed refinancing transaction, could remain volatile," said Standard & Poor's credit analyst Gregoire Buet. "These factors are partially tempered by the Company's relative end market diversity, its well-established position as a custom supplier to various niche industrial sectors, and S&P's expectation that revenues and operating profits should increase over the next few years amid improving demand fundamentals in key segments and operating efficiencies." The outlook is stable. S&P expects the Company's operating performance to improve in 2011 amid gradual recovery in key markets, such as railcar manufacturing. The preliminary ratings incorporate S&P's expectation of revenue growth in the mid-teens in 2011 along with adjusted operating margins (before depreciation and amortization) expanding from the low teens to the mid-teens. This should lead to gradually strengthening credit measures, towards levels that are comfortable for the rating, including debt to EBITDA improving towards 4x, thus providing some flexibility for weaker than expected operating performance. "We could lower the ratings if subpar operating performance, higher-than-expected cash outflows and/or debt-financed activities adversely affect liquidity or result in a significant deterioration of credit measures, for example, if debt to EBITDA is meaningfully higher than 5x for an extended period," Mr. Buet continued. "On the other hand, if the long-term competitiveness of Constellation's businesses remains healthy, if its credit measures are sustained at less than 4x adjusted debt to EBITDA, and if its liquidity and financial policies support a higher rating, we could, over time consider a one-notch upgrade." CONTRA COSTA: S&P Cuts LT Rating on Bonds to 'B'; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'B' from 'BBB' on Contra Costa County Public Financing Authority, Calif.'s outstanding series 1999 tax allocation bonds, issued for Contra Costa County Redevelopment Agency. The outlook is stable. "The rating action reflects our view of credit quality of the Bay Point Project Area and a deterioration in the regional real estate market that we calculate will substantially reduce coverage of maximum annual debt service to 0.41x in the Bay Point Project Area during fiscal 2011," said Standard & Poor's credit analyst Bryan Moore. "In addition, the volatility ratios of the project areas that generate pledged revenues are moderately high, in our view, which suggests that even minor further assessed value declines will likely have a proportionally larger effect on pledged revenues." Also limiting credit quality is S&P's view of increased taxpayer concentration. Bay Point Project Area has what S&P views as the lowest credit quality of all the project areas and, at 1,550 acres, is also the largest participant. The area has experienced what S&P considers to be significant decreases in assessed value (AV) in fiscals 2009, 2010, and 2011. In fiscal 2007, the area had a total AV of $616.19 million and 1.59x coverage of maximum annual debt service (MADS). However, due to the softening in the local housing market, total AV dropped by 8.3%, 31.4% and 6.1% in fiscal 2009, fiscal 2010, and fiscal 2011, respectively, to a total value of $396.7 million. Incremental AV declined to $218.8 million in fiscal 2011 from $438.3 million in fiscal 2007. As a result, the MADS coverage has dropped well below 1x to 0.41x. Management reported that the agency will likely meet its debt service obligations in fiscal 2011 primarily through ongoing tax increment and the use of unspent bond proceeds. The project area's 10 leading taxpayers are, in S&P's view, diverse representing 23.0% of total AV but a concentrated 41.6% of incremental AV. The volatility ratio, which measures the sensitivity of incremental revenues to overall AV changes, is moderately high, in S&P's opinion, at 0.45. The area does have an additional bonds test (ABT) requiring 1.50x coverage of existing and proposed MADS. Once the 1999 loans are retired in 2028, the ABT drops to 1.25x. The series 1999 bonds are secured by four separate loan payments to the authority from the agency; the loan payments are each severally secured by a senior-lien pledge of tax increment revenues from each of the project areas, net of housing set-aside payments and statutory passthrough payments. The four project areas are Contra Costa Centre (formerly the Pleasant Hill/Bay Area Rapid Transit, or BART, Project Area), North Richmond, Bay Point, and Rodeo. CORNER DEVELOPMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: The Corner Development, LLC 422 Roosevelt Missoula, MT 59801 Bankruptcy Case No.: 11-60040 Chapter 11 Petition Date: January 13, 2011 Court: United States Bankruptcy Court District of Montana (Butte) Judge: Ralph B. Kirscher Debtor's Counsel: Harold V. Dye, Esq. DYE & MOE, PLLP P.O. Box 9198 Missoula, MT 59807-9198 Tel: (406) 542-5205 E-mail: hdye@dyemoelaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Eric Hefty, managing member. Debtor-affiliates that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Eric & Cheryl Hefty 11-60039 01/12/11 CPJFK LLC: Ch. 11 Trustee Hires EisnerAmper as Fin'l Advisor ------------------------------------------------------------ Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York approved the retention of EisnerAmper, LLP as accountant and financial advisor to Alan Nisselson, the Chapter 11 trustee for CPJFK, LLC, effective December 10, 2010. EisnerAmper will provide accounting services and advice to the Chapter 11 Trustee in CPJFK's bankruptcy case. EisnerAmper holds or represents no interest adverse to the Chapter 11 Trustee or to the estate and is a disinterested party under Section 101(14) of the Bankruptcy Code with respect to the matters for which it is to be retained. The firm will apply for compensation and reimbursement in accordance with applicable Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the U.S. Trustee, and other procedures that may be fixed by Court order. About CPJFK LLC Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room hotel under the name of the JFK Plaza Hotel located at 151-20 Baisley Blvd., in Jamaica, New York. The Hotel operations constitute the Debtor's sole source of income. The Debtor filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Ga. Case No. 10-89928). On October 19, 2010, the U.S. Trustee for Region 21 filed a motion to transfer the Debtor's case to the U.S. Bankruptcy Court for the Eastern District of New York. On November 9, 2010, the Debtor's case was transferred to this Court and Debtor's case was assigned Case No. 10-50566. On November 12, 2010, Neshgold, LP, filed a motion pursuant to Bankruptcy Code Section 1104(a) to appoint a Chapter 11 trustee to operate the Debtor's business and administer the Debtor's estate. On November 19, 2010, the Court entered an Order directing the appointment of a Chapter 11 trustee. On November 23, 2010, the U.S. Trustee for Region 2 filed a Notice appointing Alan Nisselson as chapter 11 Trustee. The next day, the Court approved the appointment of Alan Nisselson as trustee. No official committee of unsecured creditors has been appointed in the case. Alan Nisselson selected Choice Consultants LLC as his managing agent, nunc pro tunc to November 29, 2010. Windels Marx Lane & Mittendorf, LLP, is the Chapter 11 trustee's counsel. CPJFK LLC: Court OKs Windels Marx as Ch. 11 Trustee Counsel ----------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York approved the retention of Windels Marx Lane & Mittendorf, LLP, as counsel to Alan Nisselson, the Chapter 11 Trustee for the Chapter 11 estate of CPJFK, LLC, effective November 23, 2010. The Chapter 11 Trustee is authorized and empowered to employ Windels Marx (i) under a general retainer and (ii) with respect to tax certiorari matters, on a contingent basis equal to 20% of the real estate tax benefits obtained by reducing the actual assessment for each tax year in which a reduction is achieved, together with any interest received in any year as a result of the reduction, plus reimbursement of actual and necessary expenses incurred. Upon appropriate application pursuant to Sections 328, 330 and 331 of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, the Local Rules of the Court, and the Guideline of the Office of the U.S. Trustee, the Court will hereafter fix compensation of Windels Marx for its services rendered on behalf of the Chapter 11 Trustee and reimbursement of expenses with respect to the tax certiorari legal services. About CPJFK LLC Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room hotel under the name of the JFK Plaza Hotel located at 151-20 Baisley Blvd., in Jamaica, New York. The Hotel operations constitute the Debtor's sole source of income. The Debtor filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Ga. Case No. 10-89928). On October 19, 2010, the U.S. Trustee for Region 21 filed a motion to transfer the Debtor's case to the U.S. Bankruptcy Court for the Eastern District of New York. On November 9, 2010, the Debtor's case was transferred to this Court and Debtor's case was assigned Case No. 10-50566. On November 12, 2010, Neshgold, LP, filed a motion pursuant to Bankruptcy Code Section 1104(a) to appoint a Chapter 11 trustee to operate the Debtor's business and administer the Debtor's estate. On November 19, 2010, the Court entered an Order directing the appointment of a Chapter 11 trustee. On November 23, 2010, the U.S. Trustee for Region 2 filed a Notice appointing Alan Nisselson as chapter 11 Trustee. The next day, the Court approved the appointment of Alan Nisselson as trustee. No official committee of unsecured creditors has been appointed in the case. Alan Nisselson selected Choice Consultants LLC as his managing agent, nunc pro tunc to November 29, 2010. CPJFK LLC: Taps Seidman & Pincus as Substitute Counsel ------------------------------------------------------ The hearing on CPJFK, LLC's application to hire substitute counsel has been adjourned until February 7, 2011, at 3:00 p.m. CPJFK is seeking permission from the U.S. Bankruptcy Court for the Eastern District of New York to employ Seidman & Pincus, LLC, as its substitute counsel, effective November 26, 2010. According to Charles Morais, managing member of CPJFK, S&P's service will include: * providing legal advice to the Debtor with respect to its rights and obligations under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, other laws, and the Court's orders; * preparing all necessary motions, applications, complaints, answers, objections, orders, reports, and other legal papers on behalf of the Debtor; * appearing before the Court and protecting and representing the interests of the Debtors in all matters pending before the Court; * negotiating with creditors and other parties-in-interest to formulate and propose a plan of reorganization and taking the necessary legal steps to effectuate that plan; and * performing all other legal services for the Debtor, which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and its estate. Mr. Morais and Sunil Mir operate through a management company, Soho Hotel Group, LLC. The Debtor and S&P have agreed that the firm will be compensated for its services at its ordinary billing rates and in accordance with its customary billing practices with respect to other charges and expenses pursuant to Sections 330 and 331 of the Bankruptcy Code. The Debtor understands that these hourly rates are subject to periodic adjustment to reflect economic and other conditions. S&P has also requested a $30,000 retainer as a condition precedent to its retention. Mr. Morais has paid $5,000 to S&P and has promised to pay the firm the balance of the requested retainer within two weeks, according to the filing. To the best of the Debtor's knowledge, S&P is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code, and the firm represents and holds no interests adverse to the interests of the estate with respect to matters upon which it is to be employed. S&P can be contacted at: Mitchell B. Seidman, Esq. Andrew Pincus, Esq. SEIDMAN & PINCUS, LLC 777 Terrace Avenue, 5th Floor Hasbrouck Heights, New Jersey 07604 Telephone: (201) 473-0047 About CPJFK LLC Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room hotel under the name of the JFK Plaza Hotel located at 151-20 Baisley Blvd., in Jamaica, New York. The Hotel operations constitute the Debtor's sole source of income. The Debtor filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Ga. Case No. 10-89928). On October 19, 2010, the U.S. Trustee for Region 21 filed a motion to transfer the Debtor's case to the U.S. Bankruptcy Court for the Eastern District of New York. On November 9, 2010, the Debtor's case was transferred to this Court and Debtor's case was assigned Case No. 10-50566. On November 12, 2010, Neshgold, LP, filed a motion pursuant to Bankruptcy Code Section 1104(a) to appoint a Chapter 11 trustee to operate the Debtor's business and administer the Debtor's estate. On November 19, 2010, the Court entered an Order directing the appointment of a Chapter 11 trustee. On November 23, 2010, the U.S. Trustee for Region 2 filed a Notice appointing Alan Nisselson as chapter 11 Trustee. The next day, the Court approved the appointment of Alan Nisselson as trustee for the Debtor's Chapter 11 estate. No official committee of unsecured creditors has been appointed in the case. Alan Nisselson selected Choice Consultants LLC as his managing agent, nunc pro tunc to November 29, 2010. Windels Marx Lane & Mittendorf, LLP, is the Chapter 11 trustee's proposed counsel. CREDIT-BASED ASSET: Authorized to Sell Collateral Mgt. Business --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Credit-Based Asset Servicing & Securitization LLC received authorization from the bankruptcy court to sell the collateral-management business for $2.4 million to FIG LLC. C-BASS previously sought and obtained approval to auction off its collateral management business where FGIC was the stalking horse bidder with its $2.4 million offer. C-BASS proposed a December 14 auction. The Court-approved rules set a January 10 auction, if qualified bids were received by December 31. About Credit-Based Asset Servicing Credit-Based Asset Servicing and Securitization LLC is a subprime mortgage investor based in New York City. C-Bass is a joint venture, owned in part by units of mortgage insurers MGIC Investment Corp. and Radian Group Inc. C-Bass and seven affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010. C-Bass disclosed $23.7 million in assets and $2.16 billion in liabilities in its Schedules of Assets and Liabilities. The Debtors' liabilities include $195.8 million of secured debt. Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich, Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP, represent the Debtors. Donlin, Recano & Company is the claims and noticing agent. An Official Committee of Unsecured Creditors has been appointed in C-BASS' chapter 11 cases and that committee is represented by Mark T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP in New York. The affiliates that filed separate Chapter 11 petitions are C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment Management LLC, NIM I LLC, Pledged Property II LLC, Starfish Management Group LLC, and Sunfish Management Group LLC. CROSS BORDER: Pure Gas Discloses 80% Equity Stake ------------------------------------------------- In a Scheduled 13D filing with the Securities and Exchange Commission on January 12, 2011, Pure Gas Partners II, L.P., disclosed that it beneficially owns 9,981,536 shares of common stock of Cross Border Resources, Inc. representing 80% of the shares outstanding. Effective January 3, 2011, Cross Border Resources, Inc., completed the acquisition of Pure Energy Group, Inc. as contemplated pursuant to the Agreement and Plan of Merger dated December 2, 2010 among the Company, Doral Acquisition Corp., the Company's wholly owned subsidiary, Pure Gas Partners II, L.P. and Pure Sub, a wholly owned subsidiary of Pure L.P. Pursuant to the provisions of the Pure Merger Agreement, all of Pure L.P.'s oil and gas assets were transferred to Pure Sub. Pure Sub was then merged with and into Doral Sub, with Doral Sub continuing as the surviving corporation. Upon completion of the Pure Merger, the outstanding shares of Pure Sub were converted into an aggregate of 9,981,536 shares of the Company's common stock. As a result of the Pure Merger, Pure L.P. owns approximately 80% of the Company's total outstanding shares on a fully diluted basis, with the Company's previous stockholders owning the remaining 20%. Effective January 4, 2011, following closing of the Pure Merger, Doral Sub was merged with and into the Company, with the Company continuing as the surviving corporation. Upon completing the merger of Doral Sub with and into the Company, the Company changed its name to "Cross Border Resources, Inc." No other amendments were made to the Company's Articles of Incorporation. Pure Gas acquired the Shares pursuant to a merger. Pure Gas intends to distribute the Shares to its limited partners pro-rata. About Cross Border Resources Cross Border Resources, Inc. f/k/a 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. 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'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. CROSSED PALMS: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Crossed Palms Development, Ltd. 9788 Shore Cliff Road Angola, NY 14006 Bankruptcy Case No.: 11-10119 Chapter 11 Petition Date: January 14, 2011 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Carl L. Bucki Debtor's Counsel: Robert B. Gleichenhaus, Esq. GLEICHENHAUS, MARCHESE & WEISHAAR, P.C. 930 Convention Tower, 43 Court Street Buffalo, NY 14202 Tel: (716) 845-6446 Fax: (716) 845-6475 E-mail: RBG_GMF@hotmail.com Scheduled Assets: $1,800,000 Scheduled Debts: $130,455 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nywb11-10119.pdf The petition was signed by George Donald Beckstein, Jr., president. DB CAPITAL: Seeks to Hire Lewis Brisbois as Bankr. Counsel ---------------------------------------------------------- DB Capital Holdings, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Lewis Brisbois Bisgaard & Smith LLP as its bankruptcy counsel. According to Thomas M. DiVenere, managing member of Dancing Bear Management, LLC, the sole manager of DB Capital Holdings, the services to be performed by Lewis Brisbois include: * advising the Debtor generally regarding matters of bankruptcy law with respect to its assets and claims of its creditors; * conducting examinations of witnesses, claimants or adverse parties, and to prepare and assist in the preparation of pleadings, exhibits, applications, reports, accountings, schedules and other documents necessary to the administration of these proceedings as required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the local rules of the Court, and the requirements of the U.S. Trustee; * performing legal services necessary to the proper administration of the Debtor's Chapter 11 estate; * advising the Debtor concerning a Chapter 11 plan; and * taking any and all other actions necessary for the proper preservation and administration of the Debtor's Chapter 11 estate. The Debtor intends to employ Lewis Brisbois on a general retainer at its customary hourly rates and reimburse applicable expenses. To the best of the Debtor's knowledge and belief, Lewis Brisbois does not represent any interest adverse to the Debtor or its estate and is a disinterested person under Sections 101(14) and 327(a) of the Bankruptcy Code. On the Net: http://www.lbbslaw.com/ About DB Capital DB Capital Holdings, LLC, is a limited liability company organized under the laws of the State of Colorado. Its assets include its membership interest in Dancing Bear Land, LLC, as well as Dancing Bear Realty, LLC, and LCH, LL. Those entities were used to develop and sell a luxury fractional ownership condominium project (made up of two buildings located across the street from each other) in Aspen, Colorado known as the "Dancing Bear Aspen". Dancing Bear Land holds title to the two parcels of real property on which the Project is being constructed. The Debtor has one Class A member, Aspen HH Ventures, LLC, and one Class B member, Dancing Bear Development, LP. The general partner of Dancing Bear Development, LP, is Dancing Bear Management, LLC, which has no membership or other interest in the Debtor, and is solely owned by Tom DiVenere. The Debtor is managed, pursuant to its Operating Agreement, by Dancing Bear Management, LLC. Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 10-25805) against DB Capital Holdings on June 24, 2010. Judge Elizabeth E. Brown presides over the case. Jeffrey S. Brinen, Esq., represents the filers. In its schedules, the Debtor disclosed zero assets and liabilities of $57,456,046. On October 19, 2010, Dancing Bear Development, LP, filed for Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) in order to stay foreclosure of its membership interest in the Debtor. DB Development estimated assets and debts below $1 million. On November 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11 relief (Bankr. D. Colo. Case No. 10-39584), in order to stay foreclosure of its Property. In its petition, DB Land estimated assets between $10 million and $50 million, and estimated debts between $50 million and $100 million. DELPHI CORP: Former Chief Executive Cleared of Fraud by Jury ------------------------------------------------------------ A federal jury found Delphi Corp.'s former chief executive J.T. Battenberg III not guilty of fraud in a civil case filed by the U.S. Securities and Exchange Commission, Ed White of The Canadian Press related in a January 13 report. The jurors concluded that Mr. Battenberg III was liable on three of the seven charges relating to Delphi's accounting of a $237 million paid to General Motors Corp. in 2000, The Canadian Press stated. The four remaining charges to which Mr. Battenberg was found not guilty of were described as the most serious charges by The Canadian Press. The jury further found Mr. Battenberg and former Delphi chief accountant Paul Free liable for bookkeeping errors and misrepresentations to accountants, The Canadian Press related. In addition, Mr. Free faced liability on several charges regarding other transactions at Delphi, including a so-called round-trip trade of parts and materials with suppliers, Automotive News noted in a January 5 article. "The finding of no fraud is extremely gratifying," Mr. Battenberg said in an interview with The Associated Press. Mr. Battenberg's counsel, William Jeffress Jr. commented that while the verdict was satisfying, he was disappointed that the jury found his client violated anything, The Canadian Press relayed. Mr. Jeffress stated his intent to press Judge Avern Cohn of the U.S. District Court for the Eastern District of Michigan to overrule the jury's findings of liability against his client, the report disclosed. Messrs. Free and Battenberg are likely to face financial penalties, The Canadian Press added. The SEC originally commenced the lawsuit against 13 former Delphi executives in 2006. Former Delphi pension analyst Milan Belans and financial accounting director Catherine Rozanski settled with the SEC and agreed to pay $87,500 and $40,000 respectively in penalties, The Canadian Press noted. Former Delphi chief financial officer Alan Dawes also agreed to pay $687,000 in fees and restitution in 2006, the report cited. Delphi was not penalized because it cooperated with the SEC investigation, the report added. The Canadian Press noted that the jury heard about 30 days of testimony since the trial commenced in October 2010 and started deliberating on January 5. A related Associated Press report disclosed that the jurors were expected to hand down a verdict on January 13. The jury reached a verdict earlier, according to AP, but Judge Cohn directed the jurors to continue deliberations through January 12 on certain unsettled issues. Closing Arguments Before the jury reached its verdict on the SEC civil case, Judge Cohn heard closing arguments from the parties' counsel, David Barkholz noted in a January 5 Automotive News report. In closing arguments, SEC counsel Jan Folena, Esq., insisted that Mr. Battenberg had an obligation to ensure that Delphi accurately disclosed the $237 million payment it made to GM. Mr. Folena argued that Messrs. Battenberg and Free are required to book the payment as an expense to give investors a true picture of the company, Automotive News stated. A separate Automotive News report also dated January 5 mentioned that SEC attorney Gregory Miller, Esq. raised the point that the accounting of the GM payment as pension costs enabled Delphi to post higher earnings in the third quarter of 2000 and for the 200 full year. This in turn helped Mr. Battenberg and other executives to meet their earning targets and receive higher bonuses, Mr. Miller alleged, Automotive News noted. In closing arguments, Mr. Jeffress, counsel to Mr. Battenberg, insisted that the Government had it wrong in projecting his client as a scheming executive who benefited from the alleged accounting errors in 2000, Automotive News reported. Mr. Jeffress emphasized that the former CEO relied on the advice of the company's accounting staff and outside auditors on how to book the GM payment, the report noted. Moreover, Mr. Jeffress contended that the Government did not provide evidence to support its claim of higher bonuses for the former Delphi executives based on the GM payment accounting, Automotive News cited. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Initial Public Offering Up to New Owners ----------------------------------------------------- Delphi Automotive LLP has the main management pieces in place to launch an initial public offering, but the 'when' and 'how' of such move is up to its owners, Delphi Chief Executive Officer Rodney O'Neal told Reuters. Mr. O'Neal, in an interview at a Detroit auto show, made clear that an IPO is not his focus although the IPO 'would be a great moment if it were to occur for Delphi.' He elaborated to Reuters, "Our basic model has always been set. We spent the last few years making sure we had it definitely done. So yes, I think the major pieces are in place." Since its emergence in 2009, Delphi has focused on safety products, car connectivity and green car components, Reuters related. Delphi gets 40% of its revenue from Europe, 30% from North America and the rest from other regions, the report noted. Mr. O'Neal pointed out that there is still plenty of work to do. "You are never done in this business," Mr. O'Neal was quoted by Reuters as saying. In a related development, Mr. O'Neal received a lifetime achievement award at the 15th Annual Urban Wheel Awards, Maraline Kubik of Business Journal reported. The Urban Wheel Awards aims to promote multicultural inclusion in the auto industry and is presented by the Emerging Diversity Education Fund and Decisive Media, the report added. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Idled Warren, Ohio Plant to Be Demolished ------------------------------------------------------ The city of Warren officials are determined to demolish an idled Delphi Packard Electric plant in Dana and Grisworld Streets over concerns of safety, according to a demolition order filed by a chief building official, Marly Kosinski and Raymond L. Smith of Tribune Chronicle reported. According to city mayor Michael O'Brien, the facility has been a target of vandalism and theft since it was abandoned three years ago by Delphi Corp., the report said. Mr. O'Brien further disclosed that Delphi Automotive LLP has found a buyer for the buildings and is expected to make an announcement in the coming weeks, the report added. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DRESSER INC: S&P Keeps 'B' Corporate on CreditWatch Positive ------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings on Dresser Inc., including the 'B' corporate credit rating, remain on CreditWatch, where they were placed with positive implications on Oct. 6, 2010. The CreditWatch placement followed the announcement that the Company has entered into an agreement to be acquired by General Electric Co. (GE; AA+/Stable/A-1+). Under terms of the agreement, GE has agreed to acquire Dresser for $3 billion. Terms of the financing have not been disclosed. The positive CreditWatch listing for Dresser reflects GE's superior credit strength. Standard & Poor's will resolve the CreditWatch listing once the transaction closes. The agreement is subject to regulatory approval. EAST COAST RAILWAY: S&P Assigns 'B' Corporate; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Jacksonville, Fla.-based Florida East Coast Railway Corp. The outlook is stable. "The ratings on FECR reflect the Company's limited geographic and end-market diversity, highly leveraged capital structure, and very aggressive financial policy," said Standard & Poor's credit analyst Anita Ogbara. "The Company's participation in the relatively stable U.S. freight railroad industry, along with its efficient operations and minimal capital expenditure requirements, partially offset these weaknesses. We characterize the Company's business profile as fair, financial profile as highly leveraged, and liquidity as adequate." The outlook is stable. In the near term, S&P expects rail volumes and intermodal market conditions to continue to strengthen and improve FECR's operating profitability, cash flow, and liquidity. "We could raise the ratings if FFO to debt rises above 10% on a sustained basis," Ms. Ogbara continued. "Although less likely, we could lower ratings if earnings and cash flow improvement does not materialize and FFO remains in the mid-single-digit percent range." EASTMAN KODAK: Gustavo Oviedo Owns 14,068 Common Shares ------------------------------------------------------ In a Form 3 filing with the Securities and Exchange Commission on January 12, 2011, Gustavo Oviedo, vice president at Eastman Kodak Co., disclosed that he beneficially owns 14,068 shares of common stock of the company. Mr. Oviedo also has the option to buy an aggregate of up to 81,430 shares of common stock. He also owns an aggregate of 134,585 restricted stock units. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. EASTMAN KODAK: Laura Quatela Owns 19,348 Common Shares ------------------------------------------------------ In a Form 3 filing with the Securities and Exchange Commission on January 12, 2011, Laura Quatela, senior vice president at Eastman Kodak Co., disclosed that she beneficially owns 19,348 shares of common stock of the Company. Ms. Quatela also has option to buy up to 44,620 shares of common stock. She also beneficially owns restricted stock units totaling 119,674. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. ELBIE GROUP: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: The Elbie Group, LLC 336 Orange Street Charlotte, NC 28205 Bankruptcy Case No.: 11-30087 Chapter 11 Petition Date: January 14, 2011 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: George R. Hodges Debtor's Counsel: Jack G. Lezman, Esq. SCHWILM AND LEZMAN PA 181 N. Main Street, Suite 215 Mooresville, NC 28115 Tel: (704) 567-3824 Fax: (704) 536-0179 E-mail: schwilmlezman@gmail.com Estimated Assets: $500,001 to $1,000,001 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company identified only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Equity Funding, LLC $1,532,420 12505 Bel-Red Road, Suite 200 Bellevue, WA 98055 The petition was signed by Elbie Dewitt Wallace, Mbr manager. ENDEAVOUR HIGHRISE: Proofs of Claim Due by April 6, 2011 -------------------------------------------------------- The United States Bankruptcy Court for the Southern District of Texas has entered an Order establishing April 6, 2011, as the last day for all persons and entities to file proofs of claim against Endeavour Highrise, L.P. Classified as a single-asset, real estate debtor, Endeavour Highrise, L.P., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 09-33151) on May 4, 2009. Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, p.c., represents the Debtor. Wonmore Ltd. has invested more than $10 million in the Debtor post-petition in a variety of transactions. On the petition date, the Debtor disclosed total assets of about $9.5 million and total liabilities of $31.0 million. It's primary asset consisted of its interest in a condominium highrise project in Seabrook, Tex. On June 12, 2009, the Bankruptcy Court appointed David R. Jones as trustee of the Debtor's Chapter 11 estate. Susan J. Taylor, Esq., at Taylor Law Group in Houston, Tex., represents the Chapter 11 Trustee. The case has been converted to a Chapter 7 liquidation proceeding. EXIDE TECHNOLOGIES: Wins Nod to Cease Distribution of Warrants -------------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware issued an order authorizing Exide Technologies to stop the distribution of warrants issued under a 2004 agreement with American Stock Transfer & Trust Company after their expiration. Under the terms of Exide's Joint Plan of Reorganization, the new Exide warrants will expire on May 5, 2011, or seven years after the effective date of the restructuring plan. The new Exide warrants are warrants to purchase up to 6.25 million shares of new Exide common stock at a strike price originally set at $32.11. Pursuant to the restructuring plan, holders of allowed claims in Class P4 receive a pro rata distribution of 10% of the new Exide common stock and the new Exide warrants. Judge Carey ordered the inclusion of open Class P4 claims that are allowed on or before March 31, 2011, in Exide's quarterly distribution scheduled for April 20, 2011. The bankruptcy judge authorized Exide to make a special distribution on April 28, 2011, for any Class P4 claims that are allowed during the period March 31 to April 21, 2011. Any open Class P4 claim that is allowed by agreement of the parties or by order of the Court on or before April 21, 2011, will be included in the April 28 special distribution. Meanwhile, any claim allowed after April 21 will not receive new Exide warrants as part of its distribution, according to Judge Carey's order. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. EXIDE TECHNOLOGIES: Claims Objection Deadline Moved to Jan. 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Exide Technologies to file its objections to claims until January 31, 2011. In the extension request filed by Exide, James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, says the proposed extension will give Exide enough time to evaluate or even resolve the remaining claims that were filed against the company. Over 6,100 proofs of claim aggregating $4.4 billion were filed against Exide. These do not include about 1,100 proofs of claim that were filed as unliquidated claims. As of October 29, 2010, about 6,062 claims have been reviewed and resolved, reducing the total amount of outstanding claims by over $3.4 billion. Exide has also completed 21 quarterly distributions to creditors under its confirmed restructuring plan, consisting of distributions on approximately 2,608 claims for about $1.67 billion. Since July 28, 2010, Exide has not filed any omnibus objections to claims but has filed individual objections to claims and made considerable progress including continued settlement negotiations with respect to the remaining claims, according to Mr. O'Neill. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. EXIDE TECHNOLOGIES: Bay Corrugated Says Claims Should be Allowed ---------------------------------------------------------------- Bay Corrugated Container Inc. asked the Court to overrule Exide Technologies' objection to its claims. Exide earlier sought to disallow and expunge Claim Nos. 5515 and 3827 on grounds that Bay Corrugated did not file documents in support of its claims and that the creditor failed to allege facts or damages necessary to support a compensable claim. Paula Hall, Esq., at Brooks Wilkins Sharkey & Turco, PLLC, in Birmingham, Michigan, said the claims comply with the format prescribed by the bankruptcy rules and include the requisite written statement detailing those claims. The claims also contain multiple summaries of underlying facts, are well-documented, and are supported by voluminous documents, according to Ms. Hall. "Bay Corrugated submits that the claims were properly documented. Even if the Court finds otherwise, the appropriate penalty is not disallowance of the claims," Ms. Hall said. In a related development, Exide obtained an order reducing and allowing Total Tool Supply Inc.'s Claim No. 5586 for $49,622 as general unsecured, non-priority Class P4-A claim. The company also dropped its objection to Claim No. 3225 and entered into a stipulation with EMS Chemie North America Inc. Pursuant to the stipulation, EMS Chemie will receive an allowed nonpriority, general unsecured, Class P4-A claim for $3,723, to be distributed in stock and warrants in accordance with the Joint Plan of Reorganization. In exchange, Claim No. 3225 or any other claims held by EMS Chemie will be deemed withdrawn, waived and discharged. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. FGIC CORP: Negotiating Plan with Insurance-Policy Holders --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that FGIC Corp. is working on a new reorganization plan with holders of policies issued by its bond insurance subsidiary, Financial Guaranty Insurance Co. FGIC provided this update in its request for an extension until April 1 of its exclusive period to propose a Chapter 11 plan. According to Mr. Rochelle, the hearing to extend exclusivity is set for Jan. 25. Mr. Rochelle recounts that FGIC filed for reorganization in August and immediately submitted a plan where creditors in effect would become owners of the insurance subsidiary. The reorganized company would benefit from $4 billion in net tax-loss carryforwards. Hopes for implementing the plan were shot down with the failure of an exchange offer. As a result, FGIC was concerned that New York insurance regulators would take over and liquidate the insurance subsidiary. About FGIC Corp New York-based FGIC Corporation is a privately held insurance holding company. FGIC Corp's main business interest lies in the holdings of the bond insurer Financial Guaranty Insurance Company -- http://www.fgic.com/-- and it depends on dividend payments by FGIC for sustaining its operations. FGIC had stopped paying dividends to parent FGIC Corp. since January 2008. FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. S.D.N.Y. Case No. 10-14215). The bond insurer subsidiary did not file for bankruptcy. Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the Debtor. Garden City Group, Inc., is the Debtor's claims and notice agent. The Company disclosed $11,539,834 in assets and $391,555,568 in liabilities as of the petition Date. In August 2010, FGIC filed a plan of reorganization and disclosure statement. The Plan negotiated between FGIC Corp. and its key creditors and shareholders will allow the FGIC Corp. to cancel debt obligations in the aggregate amount of $391.5 million. The Plan provides that holders of general unsecured claims against FGIC Corp. -- which include holders of outstanding debt under FGIC Corp.'s prepetition revolving credit facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 -- will receive substantially all of its $11.5 million in cash and the common stock in Reorganized FGIC Corp. The three largest common shareholders of FGIC Corp., representing over 90% of its common stock, have agreed to the cancellation of their equity interests pursuant to the Plan and have agreed to waive general unsecured claims against the estate in the aggregate amount of $7.2 million. As agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC Corp. will be capitalized with no more than $400,000 to fund its business needs and will continue to operate as an insurance holding company after the Effective Date FIRST COAST: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: First Coast Hospitality, LLC dba Candlewood Suites Hotel East Jacksonville 9100 Merrill Road, #9-100 Jacksonville, FL 32225 Bankruptcy Case No.: 11-00252 Chapter 11 Petition Date: January 14, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Balvantrai G. Patel, managing member. FOX HILL: Asks for Court OK to Use Cash Collateral; BWF Objects --------------------------------------------------------------- Fox Hill Mutual Homes, Inc., asks for authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to use cash collateral until March 2011. On May 29, 2009, BWF-FHM Loan, LLC, agreed to make a loan to the Debtor in the aggregate principal amount of $4.53 million. The loan is evidenced by a promissory note dated May 29, 2009, in the original principal amount of $4.53 million made, executed and delivered by the Debtor and payable to the order of BWF. The total debt BWF claims to be owed is approximately $4.53 Million, although it acknowledges significant amounts held in reserve accounts. The Debtor disputes the amount owed to BWF and reserves its right to contest the claim of BWF, including the amount of the principal, interest and late charges owed to BWF and the collateral position of BWF. Karen M. Crowley, Esq., at Crowley, Liberatore & Ryan, P.C., explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at http://bankrupt.com/misc/FOX_HILL_budget.pdf In exchange for using the cash collateral, the Debtor proposes to: (i) place any and all cash, checks or monies it collects, receives or derives from the operation of its business or the use of the Collateral into the Debtor's or the property management company's Debtor-in-Possession bank account. Without further authorization from the Court, the Debtor will pay from the Account only reasonable and necessary operating expenses incurred in the ordinary course of the Debtor's business, as set forth on the Budget; (ii) provide BWF with replacement liens in and to all property of the estate of the kind presently securing repayment of the BWF Debt, such liens to attach to the Post-Petition Collateral to the same extent, validity and priority as such liens exist on the Collateral; (iii) maintains all rights to contest the amount, extent, validity and priority of liens and its BWF Debts; (iv) move for approval of a contract for the management of the Complex by a third party management company. The Debtor has negotiated a contract for the continued management of the Complex by Harbour Group Management Co, which has been involved in the management of the Complex via its affiliate HG Receiver, LLC. BWF objects to the Debtor's request for court authorization to use of cash collateral. BWF says that the Debtor's motion to use cash collateral doesn't provide a means by which BWF's interest in the cash collateral will be adequately protected. According to BWF, the proposed budget provides for unnecessary expenditures and proposes to operate the Debtor's property at a loss. BWF is represented by Kaufman and Canoles, a professional corporation. About Fox Hill Hampton, Virginia-based Fox Hill Mutual Homes, Inc., is a non- profit, non-stock Maryland corporation created effective June 3, 1969, for the purpose of acquiring, maintaining and operating a cooperative residential housing complex. It filed for Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. E.D. Va. Case No. 11-50038). Karen M. Crowley, Esq., at Crowley, Liberatore, & Ryan, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. FOX HILL: Taps Crowley Liberatore as Bankruptcy Counsel ------------------------------------------------------- Fox Hill Mutual Homes, Inc., asks for authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Crowley, Liberatore & Ryan, P.C., as bankruptcy counsel. CLR will, among other things: a. prepare the petition, lists, schedules and statements; the pleadings, motions, notices and orders required for the orderly administration of the estate and to ensure the progress of this case; and to consult with and advise the Debtor in the reorganization of their financial affairs and, if applicable, the orderly administration of his assets; b. prepare for, prosecute, defend, and represent the Debtor's interest in all contested matters, adversary proceedings, and other motions and applications arising under, arising in, or related to the Chapter 11 case; c. prepare a Disclosure Statement and Plan of Reorganization for the Debtor, and negotiate with all creditors and parties in interest who may be affected thereby; obtain confirmation of a Plan, and perform all acts reasonably calculated to permit the Debtors to perform them and consummate a Plan; and d. investigate the existence of other assets of the estate; and, if any exist, to take appropriate action to have the same turned over to the estate, including instituting lawsuits and investigating whether lawsuits exist. Prior to the filing, CLR received $20,000 in payments from the Debtor. Approximately $15,900 of the retainer was used to pay pre-petition fees incurred with CLR. The balance of these funds are held as a retainer to pay accrued and outstanding professional fees incurred during the case only to be disbursed upon proper application and order of this Court. Karen M. Crowley, Esq., a member at CLR, assures the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. Hampton, Virginia-based Fox Hill Mutual Homes, Inc., is a non- profit, non-stock Maryland corporation created effective June 3, 1969, for the purpose of acquiring, maintaining and operating a cooperative residential housing complex. It filed for Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. E.D. Va. Case No. 11-50038). The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. FRANK PARSONS: Court Extends Filing of Schedules Until Feb. 22 -------------------------------------------------------------- The Hon. Robert a. Gordon of the U.S. Bankruptcy Court for the District of Maryland has extended, at the behest of Frank Parsons Inc., the deadline for the filing of schedules of assets and liabilities and statements of financial affairs for an additional 30 days or until February 22, 2011. The Debtor said that to prepare the Schedules and Statements, it would have to compile information from books, records, and documents related to the claims of a substantial number of creditors, as well as its assets and contracts. "This information is voluminous and assembling the necessary information would require a significant expenditure of time and effort on the part of the Debtor, who has very limited staffing and resources available to gather, process, and complete the Schedules and Statements," the Debtor stated. The Debtor said that during the initial stages of the Chapter 11 case, it will be focused on stabilizing its operations for the Business Products business, and evaluating all options for a successful Chapter 11 case. About Frank Parsons Frank Parsons, Inc. -- http://www.frankparsons.com/-- is the largest employee-owned, business products, technology, and office supplies company in the United States, offering more than 180,000 products from companies such as Avery, Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more. Frank Parsons is an approved contractor on the GSA Schedule and an authorized AbilityOne Distributor. The company holds several environmental certifications, including FSC, SFI, and PEFC. Hanover, Maryland-based Frank Parsons Inc., aka Frank Parsons Paper Company Inc., filed for Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. D. Md. Case No. 11-10338). Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard, PA, serve as the Debtor's bankruptcy counsel. The Debtor has also tapped Weinsweig Advisors LLC as a restructuring advisor and SSG Capital as an investment banker to explore strategic options. The Debtor estimated its assets and debts at $10 million to $50 million. FRANK PARSONS: Gets Court's Interim Nod to Obtain DIP Financing --------------------------------------------------------------- Frank Parsons, Inc., sought and obtained interim authorization from the Hon. Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland to obtain postpetition secured financing from a syndicate of lenders led by from Wells Fargo Bank, N.A., as administrative agent. The DIP lenders have committed to provide up to $5 million. The Court authorized the Debtor to use up to $3.4 million -- $2.3 million, if Final Hearing is within two weeks; $3.4 million if Final Hearing is in three weeks. More information is available for free in the Ratification And Amendment Agreement, a copy of which is available for free at: http://ResearchArchives.com/t/s?7238 Gary H. Leibowitz, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The DIP facility will mature on (i) the sixth-month anniversary of the Petition Date; (ii) the confirmation of a plan of reorganization in the Chapter 11 case; or (iii) the last termination date set forth in the interim court order, unless the final court order has been entered prior to such date, and in such event, then the last termination date set forth in the final court order. The DIP facility will incur interest at Prime plus 21/2%. All advances made under the Wells Fargo DIP credit agreement and all obligations and duties of the Debtor under the agreement shall be secured by valid, binding, continuing, enforceable, fully perfected and unavoidable first priority senior security interests in, and liens upon, all prepetition collateral and postpetition collateral. The DIP lien is subject to a $100,000 carve-out for U.S. Trustee and Clerk of Court fees, fees payable to professional employed in the Debtors' case, and fees of the committee in pursuing actions challenging the DIP Lenders' lien. The Debtor is required to pay the Agent a $50,000 fee. The Court has set a final hearing for January 31, 2011, at 2:00 p.m. on the Debtor's request to obtain DIP financing. Objections to the interim court order must be filed by 5:00 p.m. on January 27, 2011. About Frank Parsons Frank Parsons, Inc. -- http://www.frankparsons.com/-- is the largest employee-owned, business products, technology, and office supplies company in the United States, offering more than 180,000 products from companies such as Avery, Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more. Frank Parsons is an approved contractor on the GSA Schedule and an authorized AbilityOne Distributor. The company holds several environmental certifications, including FSC, SFI, and PEFC. Hanover, Maryland-based Frank Parsons Inc., aka Frank Parsons Paper Company Inc., filed for Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. D. Md. Case No. 11-10338). Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard, PA, serve as the Debtor's bankruptcy counsel. The Debtor has also tapped Weinsweig Advisors LLC as a restructuring advisor and SSG Capital as an investment banker to explore strategic options. The Debtor estimated its assets and debts at $10 million to $50 million. FRANK PARSONS: Taps Cole Schotz as Bankruptcy Counsel ----------------------------------------------------- Frank Parsons Inc. asks the U.S. Bankruptcy Court for the District of Maryland for permission to employ Cole, Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel, nunc pro tunc to the Petition Date. Cole Schotz will, among other things: (a) represent the Debtor in proceedings and hearings in the Court; (b) prepare applications, motions, pleadings, draft orders, notices, and other documents, and reviewing all financial and other reports to be filed in the case; (c) assist the Debtor in the preparation of the schedules and statements of financial affairs; and (d) advise the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case. Cole Schotz will be paid based on the rates of its professionals: Irving E. Walker, Partner $535 Gary H. Leibowitz, Partner $425 Sanjay Bhatnagar, Associate $315 Jason Finkelstein, Associate $240 Sandi Van Dyk, Paralegal $200 Irving E. Walker, Esq., a member at Cole Schotz, assures the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Frank Parsons Frank Parsons, Inc. -- http://www.frankparsons.com/-- is the largest employee-owned, business products, technology, and office supplies company in the United States, offering more than 180,000 products from companies such as Avery, Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more. Frank Parsons is an approved contractor on the GSA Schedule and an authorized AbilityOne Distributor. The company holds several environmental certifications, including FSC, SFI, and PEFC. Hanover, Maryland-based Frank Parsons Inc., aka Frank Parsons Paper Company Inc., filed for Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. D. Md. Case No. 11-10338). The Debtor has also tapped Weinsweig Advisors LLC as a restructuring advisor and SSG Capital as an investment banker to explore strategic options. The Debtor estimated its assets and debts at $10 million to $50 million. FX REAL ESTATE: Now Known as Circle Entertainment Inc. ------------------------------------------------------ On January 11, 2011, FX Real Estate and Entertainment Inc. changed its corporate name to "Circle Entertainment Inc." The name change was made pursuant to Section 253 of the General Corporation Law of the State of Delaware by merging a wholly-owned subsidiary of the Company with and into the Company. The Company is the surviving corporation in the merger, and in connection with the merger, amended Article First of its Amended and Restated Certificate of Incorporation, as amended, to change the Company's name to Circle Entertainment Inc. by filing a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. Upon the merger becoming effective, the Company amended its Amended and Restated By-Laws to reflect the name change. The Company's common stock will begin being quoted on the Pink Sheets under the symbol "CEXE.PK" on January 13, 2011, and has been assigned the CUSIP number 17256R 105. The Company's stockholders are not required to take any action with regard to their ownership of shares of stock of the Company in connection with the name change. About FX Real Estate FX Real Estate and Entertainment Inc. owns 17.72 contiguous acres of land located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada. The Las Vegas Property is currently occupied by a motel and several commercial and retail tenants with a mix of short and long-term leases. On June 23, 2009, as a result of the default under the first mortgage loan, the first lien lenders had a receiver appointed to take control of the property. The Company is headquartered in New York City. The Company's balance sheet at September 30, 2010, showed $142.3 million in total assets, $525.3 million in total liabilities, and a stockholders' deficit of $383.0 million. * * * As reported in the Troubled Company Reporter on April 15, 2010, LL Bradford, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company is in default under the mortgage loan, has limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. The Company disclosed in its Form 10-Q for the quarter ended June 30, 2010, that it has no current cash flow and cash on hand as of August 13, 2010, is not sufficient to fund its short-term liquidity requirements, including its ordinary course obligations as they come due. On April 21, 2010, the Company's remaining Las Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada (Case No. 10-17015). The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy on April 21, 2010, and a plan of liquidation or reorganization will eventually be implemented under which the Company will surrender ownership of the Las Vegas Property. Under such a plan, it is extremely unlikely the Company will receive any material interest or benefit. GAMETECH INT'L: Incurs $3.9MM Net Loss in August 1 Quarter ---------------------------------------------------------- GameTech International, Inc., filed its quarterly report on Form 10-Q on January 12, 2011, reporting a net loss of $3.9 million on $7.4 million of revenue for the 13-week period ended August 1, 2010, compared with a net loss of $91,000 on $11.4 million of revenue for the 13-week period ended August 2, 2009. The Company's balance sheet at August 1, 2010, showed $47.5 million in total assets, $37.7 million in total liabilities, and $9.8 million in stockholders' equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7227 About GameTech International Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. GameTech has a forbearance agreement from lenders that expires January 31. Under the agreement, lenders agreed to forbear from exercising certain rights and remedies under the Company's senior secured credit facility as a result of certain defaults existing as of June 21, 2010. The Company said that while it does not expect to have adequate cash to make the requisite payments on January 31, the Company is involved in ongoing negotiations with its Lenders to further extend the forbearance period, obtain waivers, or otherwise reach a satisfactory agreement. Absent an extension, all amounts outstanding under the current credit facility becoming immediately due and payable, which could lead to the financial and operational failure of the Company, according to a regulatory filing. GENE MILLER: Case Summary & 21 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Gene Miller Company, Inc. 5125 East University Des Moines, IA 50327 Bankruptcy Case No.: 11-00117 Chapter 11 Petition Date: January 14, 2011 Court: United States Bankruptcy Court Southern District of Iowa (Des Moines) Judge: Lee M. Jackwig Debtor's Counsel: Jerrold Wanek, Esq. GARTEN & WANEK 835 Insurance Exchange Bldg. 505 Fifth Avenue Des Moines, IA 50309 Tel: (515) 243-1249 Fax: (515) 244-4471 E-mail: wanek@dwx.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 21 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/iasb11-00117.pdf The petition was signed by Brandon Young, vice president of operations. GEORGIA GULF: Moody's Lifts Rating to 'B1' on Good Performance -------------------------------------------------------------- Moody's raised the Corporate Family Rating of Georgia Gulf Corporation to B1 from B2 due to its improved financial performance in 2010 and the expectation that it will be able to generate near breakeven or positive operating profits in its first and fourth calendar quarters going forward. The outlook is stable. Moody's also raised the rating on GGC's senior secured notes to B2 from B3 and its unsecured and subordinated notes to B3 from Caa1. Like many U.S. petrochemical companies, Georgia Gulf's financial performance has benefitted from relatively low natural gas and related feedstock prices in the U.S. relative to the vast majority of international producers outside of the Middle East", stated John Rogers, Senior Vice President at Moody's. "The combination of relatively low energy and ethylene prices will continue to bolster exports and limit negative PVC margin pressure in the U.S. over the next few years." Georgia Gulf's B1 rating reflects its improved financial profile in 2010 with LTM September 30, 2010 Debt/EBITDA falling below 5x and Retained Cash Flow/Debt of 15%. The company has benefited from the restructuring actions taken in 2008 and 2009, along with a sustained improvement in the export market for PVC from the U.S. Management expects a substantial year-over-year improvement in fourth quarter profitability largely due to improved operating rates with exports offsetting much of the seasonal decline in PVC and building products demand. Moody's views this as especially important given that the seasonal weakness subsequent to the housing downturn has resulted in an EBITDA/Interest ratio of less than 1x during the first and fourth quarters. Moody's notes that the GGC metrics above reflect the restated financials published in late November. While GGC's restatements were material, the impact on its key credit metrics, except for Debt/Book Capitalization, was not. GGC has and will take additional steps to address the material weaknesses that led to these restatements. As these deficiencies are largely related to tax accruals, Moody's doesn't view them as material at the current rating level. GGC's stable outlook reflects our assumption that GGC's EBITDA will remain in the $180-210 million range in 2011 and that financial metrics will improve modestly. Moody's also assumes that 2011 Debt/EBITDA falls modestly below 4x, Retained Cash Flow/Debt remains close to 15% and Free Cash Flow/Debt remains in the 5-6% range. These projections assume a very slow recovery in the U.S. housing market, which limits any improvement in U.S. PVC demand. To the extent that GGC outperforms these projections with EBITDA rising meaningfully above $210 million and Debt/EBITDA falling toward 3.5x, Moody's would likely assess the appropriateness of a higher rating. There is limited downside to the rating at the current time due to improved export markets and low energy prices. Ratings upgraded: Georgia Gulf Corporation * Corporate Family Rating to B1 from B2 * Probability of Default Rating to B1 from B2 * Senior secured notes to B2 (LGD4, 63%) from B3 (LGD4, 63%) * Senior unsecured notes to B3 (LGD6, 91%) from Caa1 (LGD5, 79%) * Senior subordinated notes to B3 (LGD6, 95%) from Caa1 (LGD6, 95%) The principal methodologies used in this rating were Global Chemical Industry published in December 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a producer of commodity chemicals including chlorovinyls, PVC fabricated products, and aromatics. The company generated revenues of $2.6 billion for the LTM ending September 30, 2010. GREAT COMPANY: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Great Company 208 A West 7th Street, Unit 1 Ketchum, ID 83340 Bankruptcy Case No.: 11-40065 Chapter 11 Petition Date: January 14, 2011 Court: United States Bankruptcy Court District of Idaho (Twin Falls) Judge: Jim D. Pappas Debtor's Counsel: Soo Y. Kang, Esq. GREENER BURKE SHOEMAKER P.A. 950 W. Bannock Street, Suite 900 Boise, ID 83702 Tel: (208) 319-2600 Fax: (208) 319-2601 E-mail: skang@greenerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/idb11-40065.pdf The petition was signed by Morris K. Ebeling, president. HAMPTON COURT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Hampton Court Apartments LLC 11511 S. Strang Line Road, Ste F Olathe, KS 66062 Bankruptcy Case No.: 11-40170 Chapter 11 Petition Date: January 14, 2011 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Judge: Jerry W. Venters Debtor's Counsel: Joel Pelofsky, Esq. BERMAN DELEVE KUCHAN & CHAPMAN, LC 2230 Commerce Tower 911 Main Street Kansas City, MO 64105 Tel: (816) 471-5900 Fax: (816) 842-9955 E-mail: jpelofsky@bdkc.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Tony Pourmemar, member. HERCULES OFFSHORE: Provides Offshore Fleet Status Report -------------------------------------------------------- On January 12, 2011, Hercules Offshore, Inc. posted on its Web site at http://www.herculesoffshore.com/a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of January 12, 2011), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for December 2010, including revenue per day and operating days. The Fleet Status Report is available for free at: http://ResearchArchives.com/t/s?7228 Potential Management Contract The Company is currently considering alternatives for entering into a fee-based management contract to market, manage, crew and operate two new-build high specification harsh environment jackup drilling rigs, each with a maximum water depth of 400 feet. Subject to negotiation of contractual terms, the Company would also invest up to $10 million in cash but would not incur any debt or further financial obligations with respect to the contract or the rigs. The rigs would be scheduled for delivery in 2013. There can be no assurances that the Company will be able to negotiate satisfactory terms and arrangements with respect to the management of the two new-build drilling rigs. About Hercules Offshore Hercules Offshore, Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Troubled Company Reporter said on November 17, 2010, that Moody's Investors Service downgraded the Corporate Family Rating of Hercules Offshore Inc. and the Probability of Default Rating to 'Caa1' from 'B2'. Moody's also downgraded Hercules' 10.5% senior secured notes due 2017, its senior secured revolving credit facility due 2012, and its senior secured term loan B due 2013, all to 'Caa1' with LGD3, 45%. The outlook remains negative. "The inability of Hercules to generate meaningful free cash flow despite limited reinvestment in its aging fleet of rigs is cause for concern," commented Stuart Miller, Moody's Senior Analyst. "Without a significant de-leveraging of its balance sheet, Hercules is following a path that could lead to financial hardship at the first sign of a market softening." Hercules' Caa1 CFR rating reflects its highly leveraged balance sheet and limited ability to generate free cash flow. The Caa1 rating on the senior secured notes reflects their pari passu secured position in Hercules' capital structure relative to the senior secured credit facilities. HSH DELAWARE: Court to Consider Plan Confirmation Today ------------------------------------------------------- The Hon. Mary F. Walrath of U.S. Bankruptcy Court for the District of Delaware will convene a hearing today, January 18, 2011 at 10:30 am., to consider the confirmation of HSH Delaware GP LLC's Plan of Reorganization. The Plan provides for, among other things, the capitalization of all outstanding and unpaid interest and costs under the The Debtor's lenders include Commerzbank AG, Credit Agricole Corporate and Investment Bank, Landsbanki Islands hf, Lloyds TSB Bank plc, The Royal Bank of Scotland, N.V. and The Royal Bank of Scotland plc, and any of their assignees or transferees. As Troubled Company Reporter on September 3, 2010, the Plan will convert the lenders' unpaid fees and expenses into principal owing on the debt. The maturity will be extended to Dec. 31, 2014. The Plan gives the company time to sell the equity or the assets. If there is a surplus above the debt to the lenders, the Plan contains an agreed sharing of the excess between the company and the lenders. Unsecured creditors will be paid in full. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/HSHDELAWARE_BlacklinedDS.pdf About HSH Delaware HSH Delaware GP LLC is based in Wilmington, Del. Nine HSH partnerships were created in 2006 to buy a 26% stake in HSH Nordbank AG, the world's largest shipping financier, from WestLB AG for about EUR1.25 billion ($1.76 billion). The partnerships received unsecured term and revolving loans of EUR375 million from ABN AMRO bank to fund the purchase of HSH Nordbank shares. In September 2009, creditors with claims aggregating $27.8 million petitioned (Bankr. D. Del. Case No. 09-13145) to send affiliate HSH Delaware LP into Chapter 7 liquidation. Commerzbank AG, Lloyds TSB Bank Plc, ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and Landsbanki Islands HF filed the involuntary Chapter 7 petition. HSH Delaware filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-10187) on January 21, 2010. The Company estimated its assets and debts at $100 million to $500 million at the time of the filing. HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC; HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. -- filed separate Chapter 11 petitions. John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins, Esq.; and Robert J. Stearn Jr., Esq., at Richards, Layton & Finger, P.A., in Wilington, Del., assist the Debtors in their restructuring effort. The Debtors' Canadian Counsel is McCarthy Tetrault LLP. The Debtors' Chief Restructuring Officer is H. Ronald Weissman. INFUSION BRANDS: Stock Now Trades OTC Under Symbol INBI ------------------------------------------------------- Infusion Brands International, Inc. announced that it has obtained a new ticker symbol, as approved by the Financial Industry Regulatory Authority (FINRA), effective January 7, 2011. The Company's stock now trades on the "Over-the-Counter Bulletin Board under the new ticker symbol "INBI (INBI.OB)." Robert J. DeCecco, the Company's Chief Executive Officer, said, "The board of directors and management are thrilled to obtain our new ticker symbol. This new ticker symbol is yet another step forward in the evolution of our Company." About Infusion Brands Infusion Brands International, Inc. is a global consumer products company. Its wholly owned operating subsidiary, Infusion Brands, Inc. specializes in building and marketing profitable brands through international direct-to-consumer channels of distribution. On December 16, 2010, as part of its quasi-reorganization in order to change its business model from that of an acquisition strategy to a singular operating model as a consumer products company which builds and markets brands internationally through direct-to- consumers channels of distribution, OmniReliant Holdings, Inc. entered into an agreement and plan of merger with Infusion Brands International, Inc., a Nevada corporation and the Company's wholly-owned subsidiary. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Company merged with and into Infusion Brands International, Inc., solely to effect a name change of the Company. OmniReliant's balance sheet as of September 30, 2010, showed $10.9 million in total assets, $15.0 million in total liabilities, $8.6 million in redeemable preferred stock, and a stockholders' deficit of $12.6 million. As reported in the Troubled Company Reporter on October 18, 2010, Meeks International LLC, in Tampa, Florida, expressed substantial doubt about OmniReliant's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company has incurred significant recurring losses from operations and is dependent on outside sources of financing for continuation of its operations. INNKEEPERS USA: Wants Plan Filing Deadline Extended Until May 30 ---------------------------------------------------------------- BankruptcyData.com reports that Innkeepers USA Trust filed with the U.S. Bankruptcy Court a motion seeking to extend for the second time the exclusive period that the Company can file a Chapter 11 Plan and solicit acceptances thereof through and including May 30, 2011 and July 29, 2011, respectively. The Court scheduled a January 26, 2011 hearing on Innkeepers' request for a second exclusivity extension. About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and a number of affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition estimated assets and debts of more than $1 billion as of the bankruptcy filing. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. INNOLOG HOLDINGS: Amends Form S-1 for 46.2MM Shares --------------------------------------------------- Innolog Holdings Corporation filed an amended Form S-1 with the Securities and Exchange Commission on January 12, 2011, regarding its registration of 46.2 million shares of common stock. Innolog said that the average of the bid and ask prices of the common stock on December 27, 2010 was $0.035 per share. As reported in the Troubled Company Reporter on Jan. 5, 2011, Innolog Holdings filed a registration statement on Form S-1 to register 46,277,303 shares of its common stock, which may be offered for resale by selling stockholders, which include: -- 8,882,545 shares of common stock; and -- 37,394,758 shares of common stock issuable upon conversion of Series A Convertible Preferred Stock. The Company will not receive any of the proceeds from the sale of these shares. The selling stockholders may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with the sale of their common stock under this prospectus. The Company will pay all the expenses incurred in connection with the offering with the exception of brokerage expenses, fees, discounts and commissions, which will all be paid by the selling stockholders. A full-text copy of the prospectus is available for free at: http://ResearchArchives.com/t/s?7234 The Company also disclosed that it has sold or issued the following securities not registered under the Securities Act of 1933, as amended by reason of the exemption afforded under Section 4(2) of the Securities Act within the past three years. No underwriting discounts or commissions were payable with respect to any of the following transactions. On November 9, 2010, the Company issued 30,000 shares of its Series A Convertible Preferred Stock to Verle Hammond to extinguish a $57,332 loan made by him to the company. It was determined that the shares had no value at the time of issue. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these securities because the investor was an accredited investor and represented his intention to acquire the securities for investment only and not with a view to distribute or sell the securities. No general advertising or solicitation was used in selling the securities. On November 1, 2010, the Company granted warrants for 150,000 shares of its common stock to Mel Booth with a strike price of $.01 and an expiration date of November 1, 2015. These were issued to him as additional interest on a loan made by him to the company that is past due. It was determined that the shares had no value at the time of issue. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these securities because the investor was an accredited investor and represented his intention to acquire the securities for investment only and not with a view to distribute or sell the securities. No general advertising or solicitation was used in selling the securities. On August 23, 2010, the Board of Directors exercised the authority to increase the available shares under the 2006 Stock Option Plan to 100% of the fully diluted common shares outstanding. In addition, the Company granted stock options for 13,429,500 shares of the Company's common stock to officers, directors, and employees of the company with a strike price of $.50 and an expiration date of August 23, 2015. The options vest immediately or over 3 years. It was determined that the shares had no value at the time of issue. On August 18, 2010, in connection with a merger described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2010, the Company issued 8,882,455 shares of its common stock and 37,364,758 shares of its Series A Preferred Stock to the Innolog stockholders in exchange for 100% of the capital stock of Innolog Holdings Corporation. The Company also issued 44,351,857 warrants to purchase common stock in exchange for 44,351,857 warrants to purchase Innolog common stock. On August 11, 2010, the Executive Committee of the Board of Directors approved the issuance of 400,000 shares of the Company's Series A Convertible Preferred Stock to a lender in consideration of a loan and consulting services provided to the Company. It was determined that the shares had no value at the time of issue. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these securities because the investor was an accredited investor and represented his intention to acquire the securities for investment only and not with a view to distribute or sell the securities. No general advertising or solicitation was used in selling the securities. On September 17, 2009, the Company issued 250,000 restricted shares of its common stock to Maher Khoury in connection with a loan made by him to the Company in the amount of $2,500. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these shares of common stock under the Securities Act. On August 17, 2009, the Company issued 200,000 restricted shares of its common stock to Leonard Panzer in connection with a loan made by him to the Company in the amount of $2,000. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these shares of common stock under the Securities Act. On to June 11, 2009, the Company issued 714,250 shares of its common stock to Fred Tannous in consideration for $14,285 in fees for consulting services rendered to the Company. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these shares of common stock under the Act. On to June 11, 2009, we issued 500,000 shares of our common stock to Mark Lindon in consideration for $10,000 in fees for legal services rendered to the Company. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these shares of common stock under the Act. On June 11, 2009, the Company issued 17,348,271 shares of its common stock to Bill Glaser in consideration for $202,734 in debt conversion and $144,230.70 in deferred and accrued compensation. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these shares of common stock under the Act. On June 11, 2009, the Company issued 300,000 shares of its common stock to Leonard Panzer in consideration for a $6,000 loan to the Company. The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as providing an exemption from registering the sale of these shares of common stock under the Act. From January 13, 2009 to March 18, 2009, the Company sold an aggregate 1,288,266 shares of its common stock in exchange for gross proceeds of $139,000. The price per share ranged from $0.06 to $0.15. These sales were made in a private placement offering. The Company relied on the exemption from registration as set forth in Section 4(2) of the Securities Act of 1933, as amended (the "Act"), for the issuance of these shares. The stockholders took the shares for investment purposes without a view to distribution and had access to information concerning the Company and our business prospects, as required by the Act. In addition, there was no general solicitation or advertising for the issuance of the shares. The stockholders were permitted access to our management for the purpose of acquiring investment information. Due to the stockholders' dealings with companies similar to the Company's, the Company deem the stockholders sophisticated for the purposes of Section 4(2) of the Act. In February 2009 the Company closed an offering of shares of its common stock. The Company sold an aggregate 2,893,147 restricted shares of its common stock to 15 investors, all of whom were accredited investors, in exchange for gross proceeds of $376,245. This issuance was exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D promulgated thereunder. The Company made this determination based on the investor's representations made in the purchase agreements. On August 15, 2008, the Company issued 151,250 shares of its common stock to a consultant as payment for services rendered to the Company. On September 26, 2008, the Company issued 250,000 shares of its common stock to a consultant as payment for investor relations services rendered to the Company. In October 2007, the Company issued to Mark Abdou a 5-year warrant to purchase up to 80,000 shares of its common stock at an exercise price of $0.25 per share in connection with a conversion of a Promissory Note issued to Mr. Abdou by the Company on June 26, 2007. In October 2007, the Company issued to Mark Abdou 80,952 shares of its common stock in connection with a conversion of a Promissory Note issued to Mr. Abdou by the Company on June 26, 2007. In October 2007, we issued to Alicia McDonald 123,199 shares of our common stock in connection with a conversion of a Promissory Note issued to Ms. McDonald by the Company on April 10, 2007. About Innolog Holdings Fairfax, Virginia-based Innolog Holdings Corporation is a holding company designed to make acquisitions of companies in the government services industry. The Company's first acquisition, Innovative Logistics Techniques, Inc., is a solutions oriented provider of logistics services primarily to agencies of the U.S. government, but also to state and local agencies and to private businesses. The Company's balance sheet at September 30, 2010, showed $1.19 million in total assets, $7.74 million in total liabilities, all current, and a stockholders' deficit of $6.55 million. "The Company has sustained substantial operating losses in the prior year and increasing losses in the current periods, and has a stockholders' deficit of $6.54 million and $2.49 million at September 30, 2010, and December 31, 2009, respectively," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. "There are many delinquent claims and obligations, such as payroll taxes, employee income tax withholdings, employee benefit plan contributions, loans payable and accounts payable, that could ultimately cause the Company to cease operations." INTEGRATED FREIGHT: OKs Issuance of 1.49-Mil. Common Shares ----------------------------------------------------------- Integrated Freight Corporation has approved the issuance of 1,493,843 shares of its common stock to a total of sixteen persons. These shares will be issued and delivered by the Company's transfer agent over a period of up to ten days beginning January 5, 2011. The Company's board of directors approved the issue of these shares as of December 22, 2009. As of December 22, 2010, the Company's board of directors also confirmed and approved the issue of 7,591,009 common stock purchase warrants to a total of 23 persons and an estimated 500,000 common stock purchase warrants to certain of the Company's stockholders prior to the Company's reverse stock split in August 2010. Of these common stock purchase warrants, 5,373,104 warrants have been issued in connection with debt and equity funding, 312,022 warrants have been issued in connection with the sale of our subsidiary, PlanGraphics, Inc., in December 2010; and 1,905,883 warrants have been issued in payment of a combination of legal fees and finders' fees. The Company's obligation to issue many of these warrants derives from the original Integrated Freight Corporation which the Company merged into itself in December 2010. The exercise period of the warrants range between three and five years, inclusive, from the date of the related debt or equity funding and carry exercise prices primarily in a range between $0.30 and $0.50, inclusive, with 910,000 warrants exercisable at $0.01. The Company also confirmed and approved 2,658,808 warrants issuable as penalties in the event of the Company's default on the related debt funding and 250,000 warrants for each sixty day period an obligation to repay $90,000 is not paid after March 9, 2010. About Integrated Freight Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota, Florida headquartered motor freight company providing long-haul, regional and local service to its customers. The Company specializes in dry freight, refrigerated freight and haz-waste truckload services, operating primarily in well-established traffic lanes in the upper mid-West, Texas, California and the Atlantic seaboard. IFCR was formed for the purpose of acquiring and consolidating operating motor freight companies. On August 19, 2010, at a special stockholders' meeting the Company approved a reverse stock split, a relocation of its State of Incorporation to Florida and a change of its name to Integrated Freight Corporation. The Company's name change and State of Incorporation have been approved and are effective as of August 18, 2010. The reverse stock split has been approved but is not effective as of the date of this filing. * * * Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has suffered recurring losses and has a negative working capital position and a stockholders' deficit. The Company's balance sheet at Sept. 30, 2010, showed $8.96 million in total assets, $11.91 million in total liabilities, and a stockholders' deficit of $2.95 million. KEVEN A MCKENNA: Justices Examine Law Practice ---------------------------------------------- Tracy Breton, a staff writer at the Providence Journal, reports that five justices of the Rhode Island Supreme Court peppered Keven A. McKenna with questions about how he is operating his law practice. They wanted to know whether he was operating a law business under two corporate names, which is prohibited by statute, or as a solo practitioner. They also wondered whether the current situation was leading to client confusion or somehow violated court rules or the law. In January 2010 Keven A. McKenna filed for Chapter 11 bankruptcy for himself and Keven A. McKenna law firm. Mr. McKenna disclosed $751,000 in assets and $45,700 in liabilities in his bankruptcy petition. His firm estimated debts of between $100,000 and $500,000. Mr. McKenna's case was dismissed but his personal bankruptcy protection claim remains active as he continues to fight a Workers' Compensation Court order that he pay his former paralegal Summer D. Stone for injuries. A federal bankruptcy judge appointed Providence bankruptcy lawyer Thomas P. Quinn as Chapter 11 trustee of McKenna PC to take over management of the law firm from Mr. McKenna. KIEBLER SLIPPERY: Committee's Plan of Liquidation Wins Court OK --------------------------------------------------------------- The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the Northern District of Ohio approved the Disclosure Statement and confirmed the Plan of Liquidation proposed by The Official Committee of Unsecured Creditors of Kiebler Slippery Rock, LLC. The Debtor has withdrawn the Chapter 11 plan that it has proposed. The Debtor also obtained Court's approval to sell all its assets. According to the Committee's Disclosure Statement, the Debtor's assets have been liquidated pursuant to the sale. The Plan provides for the distribution of the remaining $200,000 carved out of the sale proceeds by agreement with Huntington National Bank for distribution to unsecured creditors with allowed claims. On the Effective Date, the $200,000 will be distributed as set forth in the Plan. The holder of the secured claims has received the net proceeds of the sale and other proceeds of its collateral. Each holder of an allowed general unsecured claim will receive in full and final satisfaction of such Claim, its pro rata share, up to 50% of its claim, of the funds held in the Creditor Trust, based on the principal amount of each holders' allowed claim. Holders of equity interests will not be entitled to distributions of any kind on account of the Equity Interests. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/KIEBLERSLIPPERY_CommitteePlan.pdf The Creditors Committee is represented by: Jessica E. Price, Esq. BROUSE MCDOWELL 600 Superior Avenue, Suite 1600 Cleveland, OH 44114 About Kiebler Slippery Rock Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11 on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). Andrew L. Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland, Esq., at Thompson Hine LLP represent the Debtor. The Debtor estimated assets and debts at $10 million to $50 million. KLEEN AIR: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Kleen Air Research, Inc. 4510 Helton Drive Florence, AL 35630 Bankruptcy Case No.: 11-80145 Chapter 11 Petition Date: January 14, 2011 Court: U.S. Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Stuart M. Maples, Esq. MAPLES & RAY, PC 401 Holmes Avenue, Suite H Huntsville, Al 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: smaples@maplesandray.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/alnb11-80145.pdf The petition was signed by Dwight Holley, president. LEHMAN BROTHERS: Derivatives Settlement Protocol Clarified ---------------------------------------------------------- U.S. Bankruptcy Jude James Peck has issued an order clarifying the scope of the procedures for settling Lehman Brothers Holdings' pre-bankruptcy derivative contracts. The Debtors earlier filed a motion seeking clarification of the scope of the court-approved procedures for the settlement of claims which stem from the termination of derivative contracts. The move came after some counterparties to the contracts reportedly showed reluctance to reach a settlement because of concerns about the breadth of authority granted to the Debtors under the procedures. The Debtors specifically asked the Court to clarify that the initial order dated December 16, 2008, and the supplemental orders it issued approving the procedures also authorize them to terminate and settle agreements related to their derivatives contracts regardless of the identity of the signatories; and to settle and dismiss any adversary proceeding or other plenary litigation which stemmed from those contracts. In an order dated January 13, 2011, Judge Peck held that the procedures also authorize the Debtors to enter into and consummate a deal terminating any agreement related to their derivatives contracts regardless of the identity of the signatories to that agreement. The Debtors are also given a go- signal under the procedures to settle and dismiss any adversary proceeding or other plenary litigation related to the derivatives contracts, according to the order. The Bank of New York Mellon and The Bank of New York Mellon Trust Company N.A. previously opposed the approval of the motion, saying there is no need to change the procedures which for them have worked "extraordinarily well." The objection was eventually withdrawn. As of September 30, 2010, the Debtors have entered into settlement agreements with respect to more than 2,900 derivative contracts, and recovered as much as $11.3 billion, according to their lawyer, , Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New York. 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: Minibond Holders Want to Be Excluded From ADR -------------------------------------------------------------- A group of noteholders led by a certain Siu Lui Ching sought a court ruling directing the exclusion of claims pertaining to the so-called "minibond program" from the alternative dispute resolution process. Lehman Brothers Holdings Inc. and its affiliated debtors earlier filed a motion to implement the ADR process to settle their claims under derivatives contracts with special purpose vehicles. The group's lawyer, Jason Davis, Esq., at Robbins Geller Rudman & Dowd LLP, in San Francisco, California -- jdavis@rgrdlaw.com -- said that all claims pertaining to the minibond program should not be subject to the proposed process since the program was structured by the Debtors to be exempt from an ADR process under the auspices of the Court. The proposed ADR process does not also provide safeguards for the noteholders, according to Mr. Davis. The members of the group are reportedly the owners of the minibonds issued by Pacific International Finance Limited and the beneficiaries of the trust administered by HSBC Bank USA N.A. with respect to the property the bank holds for the group. The property includes the notes purchased by Pacific International through the group's capital to collateralize the minibonds. In a related development, Credit Agricole Corporate and Investment Bank, and Aviva S.p.A. and its affiliates dropped their objections to the proposed procedures. 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: LB Plan Exclusivity Extended Until Feb. 15 ----------------------------------------------------------- U.S. Bankruptcy Judge James Peck authorized LB Somerset LLC and LB Preferred Somerset LLC until February 15, 2011, to file their Chapter 11 plan, and until April 15, 2011, to solicit votes for the restructuring plan. Prior to the court order, Somerset Associates LLC and Somerset Properties SPE LLC dropped their objection to the proposed extension of deadline. 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: Serve Subpoena to Pittsburgh University -------------------------------------------------------- Lehman Brothers Holdings Inc. and its units have served the University of Pittsburgh-Of the Commonwealth System of Higher Education with a subpoena requiring it to produce documents by February 9, 2011, at the New York-based offices of Weil Gotshal & Manges LLP. The Debtors served the subpoena in accordance with the Court's November 23, 2009 order, which authorized them to subpoena those who may be put under investigation as part of the administration of their Chapter 11 cases. Among those who may be investigated include former employees, lenders, investors, creditors and those involved in the Debtors' various transactions. The Debtors need the documents and information they would obtain from the investigation to evaluate their financial status and negotiate and propose their Chapter 11 plans. 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: P. Waltz Wins Lift Stay to Continue Suit --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York lifted the automatic stay solely to permit Prudence Waltz to continue with her lawsuit against Aurora Loan Services LLC. Ms. Waltz filed the lawsuit against Aurora Loan, a subsidiary of Aurora Bank FSB, to claim her ownership of a real property in Los Angeles, California. Aurora Loan reportedly holds a stake in the property. The lawsuit, which is overseen by the Superior Court of California, was stayed following the bankruptcy filing of Lehman Brothers Holdings Inc., the parent company of Aurora Bank. Following the Bankruptcy Court's decision, the California Superior Court issued an order restoring the case, and set a trial setting conference for hearing on January 11, 2011. 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) LEVEL 3 COMMS: Confirms Increase in 4th Qtr. EBITDA --------------------------------------------------- Level 3 Communications, Inc., announced that the following statement can be attributed to the Company in connection with its proposed private offering of senior notes to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United States under Regulation S under the Securities Act of 1933, as amended. "The Company is confirming its previously issued expectation that for the fourth quarter 2010, the Company continues to expect Core Network Services revenue and Consolidated Adjusted EBITDA to increase in the fourth quarter compared to the Company's results in the third quarter 2010. The Company also expects to be free cash flow positive for the fourth quarter 2010." About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Sept. 30, 2010, showed $8.36 billion in total assets, $8.45 billion in total liabilities, and a stockholders' deficit of $86.0 million. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LEVEL 3 COMMS: Plans to Offer $300 Million of Senior Notes ---------------------------------------------------------- Level 3 Communications, Inc., announced that it plans to offer $300 million aggregate principal amount of senior notes that will mature in 2019 and will bear interest at a fixed rate in a proposed private offering to "qualified institutional buyers", as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act. The Senior Notes will not be guaranteed by any of the Company's subsidiaries. A portion of the net proceeds from the offering are expected to be used to redeem the Company's outstanding 5.25% Convertible Senior Notes due 2011. The remaining net proceeds from the offering are expected to be used for general corporate purposes, including working capital, capital expenditures and potential repurchases, redemptions or refinancing of the Company's and its subsidiaries' indebtedness from time to time. The Senior Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Sept. 30, 2010, showed $8.36 billion in total assets, $8.45 billion in total liabilities, and a stockholders' deficit of $86.0 million. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LEVEL 3 COMMS: To Sell $305 Million of 11.875% Senior Notes ----------------------------------------------------------- Level 3 Communications, Inc., announced that it has agreed to sell $305 million aggregate principal amount of its 11.875% Senior Notes due 2019 in a private offering to "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended. The Senior Notes were priced to investors at 98.173% of their principal amount. The Senior Notes will not be guaranteed by any of the Company's subsidiaries. A portion of the net proceeds from the offering will be used to redeem the Company's outstanding 5.25% Convertible Senior Notes due 2011. The remaining net proceeds from the offering will be used for general corporate purposes, including working capital, capital expenditures and potential repurchases, redemptions or refinancing of the Company's and its subsidiaries' indebtedness from time to time. The offering is expected to be completed on January 19, 2011, subject to the satisfaction or waiver of customary closing conditions. The Senior Notes will not be registered under the Securities Act of 1933, as amended, or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Sept. 30, 2010, showed $8.36 billion in total assets, $8.45 billion in total liabilities, and a stockholders' deficit of $86.0 million. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. MAD CORP: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: MAD Corp., LLC dba Oyster Bar Grill Restaurant P.O. Box 786 Oak Bluffs, MA 02557 Bankruptcy Case No.: 11-10277 Chapter 11 Petition Date: January 14, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Richard J. Cohen, Esq. RICHARD J. COHEN, ESQ., P.C. Monument Square P.O. Box 1085 Centerville, MA 02632 Tel: (508) 771-6401 Fax: (508) 771-6216 E-mail: rjcbkcy@hotmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Michael D. Gillespie, manager. MAJESTIC STAR: Heads to Plan Confirmation Hearing ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Majestic Star Casino LLC received approval of the disclosure statement explaining its proposed Chapter 11 plan. As a result, creditors can begin voting on the reorganization plan. According to Mr. Rochelle, the Plan, revised again on Jan. 6, offers senior secured credit facility lenders, owed $65.3 million, full payment by receiving some cash and rolling over remaining debt. If new financing is available, the existing facility will be paid in cash. Holders of $348.4 million in senior secured notes are in line for a 52% recovery from 58% of the new equity and $100.6 million in cash. If new financing isn't available, noteholders will receive new debt instead of cash. Holders of the senior notes are to be given 42% of the new equity for their approximately $233 million in debt, resulting in a 25% recovery. General unsecured creditors are being offered 25% in cash or a share in $1 million, whichever is less. Holders of $72.6 million in discount notes are to receive nothing. According to the Disclosure Statement, under the Plan, the Debtors will retain and reorganize around their casino gaming properties in Gary, Indiana, Tunica County, Mississippi, and Black Hawk, Colorado, subject, in the case of the Black Hawk, Colorado gaming property, to obtaining all governmental licenses, suitability determinations, and other approvals required for such property on or prior to 240 days following the Confirmation Date. About Majestic Star The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka Majestic Star -- is based in Las Vegas, Nev., and is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Inc., on June 7, 1996. The Company is a multi-jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Company sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-14136) on November 23, 2009. The Company's affiliates -- The Majestic Star Casino II, Inc., The Majestic Star Casino Capital Corp., Majestic Star Casino Capital Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed separate Chapter 11 petitions. The Majestic Star Casino's balance sheet at June 30, 2009, Showed total assets of $406.42 million and total liabilities of $749.55 million. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' Delaware counsel. Xroads Solutions Group, LLC, is the Debtors' financial advisor, while EPIQ Bankruptcy Solutions LLC serves as the Debtors' claims and notice agent. MARTIN CADILLAC: Jay Lubetkin Appointed as Ch. 11 Trustee --------------------------------------------------------- The Honorable Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey approved the appointment of Jay Lubetkin as the Chapter 11 Trustee for Martin Cadillac, LLC. Englewood Cliffs, New Jersey-based Martin Cadillac, LLC, filed for Chapter 11 bankruptcy protection on June 25, 2010 (Bankr. D.N.J. Case No. 10-29520). Gregory S. Kinoian, Esq., and Paul S. Hollander, Esq., at Okin, Hollander & DeLuca, LLP, represent the Debtor. The Company estimated assets and debts at $10 million to $50 million. MARTIN CADILLAC: Ch. 11 Trustee Taps Rabinowitz as Counsel ---------------------------------------------------------- Jay L. Lubetkin, the Chapter 11 Trustee for Martin Cadillac, LLC, seeks approval from the Honorable Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey to retain Rabinowitz, Lubetkin & Tully, LLC, as his counsel during the pendency of the case. As counsel, Rabinowitz Lubetkin will: * advise the Chapter 11 Trustee with respect to his powers and duties; * assist the Chapter 11 Trustee in evaluating the viability of the Debtor's ability to reorganize; * assist in the filing of a plan of reorganization or sale and liquidation of the estate's assets; * prosecute any claims which may arise; * prosecute any claims' motions or related matters; * evaluate the Debtor's rights under contracts; and * perform other legal services, as may be necessary and appropriate. The firm will be compensated on an hourly basis. Barry J. Roy, Esq., at Rabinowitz, Lubetkin & Tully, LLC, disclosed that Jonathan I. Rabinowitz, a partner at the firm, has served as a Chapter 11 trustee in an unrelated matter. He attests that the firm does not hold or represent an adverse interest to the estate and is a disinterested person under Section 101(14) of the Bankruptcy Code. The firm can be reached at: Barry J. Roy, Esq. RABINOWITZ, LUBETKIN & TULLY, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: (973) 597-9100 About Martin Cadillac Englewood Cliffs, New Jersey-based Martin Cadillac, LLC, filed for Chapter 11 bankruptcy protection on June 25, 2010 (Bankr. D.N.J. Case No. 10-29520). Gregory S. Kinoian, Esq., and Paul S. Hollander, Esq., at Okin, Hollander & DeLuca, LLP, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million. MARTIN CADILLAC: Court Consider Case Dismissal or Conversion Today ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey will convene a hearing today, January 18, 2011, at 11:00 a.m., to consider the motion to dismiss, or in the alternative, convert the Chapter 11 case of Martin Cadillac, LLC, to one under Chapter 7 of the Bankruptcy Code. The U.S. Trustee is asking the bankruptcy Court dismiss or convert the Debtor's due to substantial or continuing loss to the estate. Englewood Cliffs, New Jersey-based Martin Cadillac, LLC, filed for Chapter 11 bankruptcy protection on June 25, 2010 (Bankr. D.N.J. Case No. 10-29520). Gregory S. Kinoian, Esq., and Paul S. Hollander, Esq., at Okin, Hollander & DeLuca, LLP, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million. MOLECULAR INSIGHT: Highland in Talks on Restructuring Proposals --------------------------------------------------------------- In an amended Schedule 13D filing with the Securities and Exchange Commission on January 12, 2011, Highland Capital Management, L.P., Strand Advisors, Inc., and James D. Dondero, disclosed that they are engaged in discussions with certain other stakeholders of the Molecular Insight Pharmaceuticals, Inc. regarding certain restructuring proposals presented by the Company to its Stakeholders on June 21, 2010. The Other Stakeholders are Quintessence Fund L.P.; QVT Fund LP; Taconic Opportunity Fund LP; McDonnell Loan Opportunity Fund Ltd.; and Pioneer Floating Rate Trust. Highland, et al., and the Other Stakeholders collectively hold approximately $200 million in principal amount of the Company's Senior Secured Floating Rate Bonds due 2012. Highland, et al., and the Other Stakeholders may engage in discussions with the Company's Board of Directors, officers, stockholders or third parties with respect to the Company's financial condition, the Company Proposals, alternative strategies to maximize stockholder value, additional or alternate plans or proposals to refinance or restructure the Company's indebtedness or methods to improve the Company's governance and may discuss or take such other actions with respect to the investments in the Company made by Highland, et al. Highland, et al., and the Other Stakeholders delivered to the Company (a) a written response to the Company Proposals on June 27, 2010, the date of the event that required the filing of this Schedule 13D, and various subsequent amendments, modifications and revisions of the Written Response thereafter and (b) a modified written response to the Company Proposals on January 7, 2011, the date of the event that required the filing of Amendment No. 1 to this Schedule 13D. The Written Response and the subsequent amendments, modifications and revisions thereto contemplated, among other things, a deleveraging of the Company through a debt for equity exchange. The Modified Written Response contemplates, among other things, (a) a deleveraging of the Company through a debt for equity exchange and (b) a delisting of the Company's Common Stock and a deregistering of the Company's securities under the Securities and Exchange Act of 1934. Highland, et al., have discussed and expect to continue to discuss the Modified Written Response with the Company. 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. MOLECULAR INSIGHT: McDonnell in Talks on Restructuring Proposals ---------------------------------------------------------------- In an amended Schedule 13D filing with the Securities and Exchange Commission on January 12, 2011, McDonnell Loan Opportunity Ltd., and McDonnell Investment Management, LLC, disclosed that they are engaged in discussions with certain other stakeholders of Molecular Insight Pharmaceuticals, Inc., regarding certain restructuring proposals presented by the Company to its Stakeholders on June 21, 2010. The Other Stakeholders are Quintessence Fund L.P.; QVT Fund LP; Taconic Opportunity Fund LP; Highland Capital Management, L.P.; and Pioneer Floating Rate Trust. McDonnell, et al., and the Other Stakeholders collectively hold approximately $200 million in principal amount of the Company's Senior Secured Floating Rate Bonds due 2012. The Company presented proposals to McDonnell, et al., and the Other Stakeholders on June 21, 2010. McDonnell, et al., have evaluated the Company Proposals and discussed the Company Proposals with the Other Stakeholders since such date. McDonnell, et al., and the Other Stakeholders delivered to the Company (a) the Written Response on June 27, 2010, the date of the event that required the filing of this Schedule 13D, and various subsequent amendments, modifications and revisions of the Written Response thereafter and (b) the Modified Written Response on January 7, 2011, the date of the event that required the filing of Amendment No. 1 to this Schedule 13D. The Written Response and the subsequent amendments, modifications and revisions thereto contemplated, among other things, a deleveraging of the Company through a debt for equity exchange. The Modified Written Response contemplates, among other things, (a) a deleveraging of the Company through a debt for equity exchange and (b) a delisting of the Company's Common Stock and a deregistering of the Company's securities under the Securities and Exchange Act of 1934. The Reporting Persons and the Other Stakeholders have discussed and expect to continue to discuss the Modified Written Response with the Company. 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. MOLECULAR INSIGHT: QVT Engaged in Talks on Restructuring Plan ------------------------------------------------------------- In an amended Schedule 13D filing with the Securities and Exchange Commission on January 12, 2011, QVT Financial LP disclosed that it beneficially owns 2,050,530 shares of Molecular Insight Pharmaceuticals, Inc. representing 7.6% of the shares outstanding. The number of shares outstanding of the Company's common stock as of November 1, 2010 was 25,268,327. Other affiliates of QVT Financial LP also disclosed beneficial ownership of shares: Amount Equity Beneficially Owned Stake ------------------ ------ QVT Financial GP LLC 2,050,530 7.6% QVT Fund LP 1,848,724 6.9% QVT Associates GP LLC 2,050,530 7.6% The QVT Financial entities are engaged in discussions with certain other stakeholders of the Company regarding certain restructuring proposals presented by the Company to its Stakeholders on June 21, 2010. The Other Stakeholders are Taconic Opportunity Fund LP, McDonnell Loan Opportunity Fund Ltd., Highland Capital Management, L.P. and Pioneer Floating Rate Trust. The Reporting Persons and one or more of the Other Stakeholders collectively hold approximately $200 million in principal amount of the Company's Senior Secured Floating Rate Bonds due 2012. QVT Financial entities or any of the Other Stakeholders may engage in discussions with the Company's Board of Directors, officers, stockholders or third parties with respect to the Company's financial condition, the Company Proposals, alternative strategies to maximize stockholder value, additional or alternate plans or proposals to refinance or restructure the Company's indebtedness or methods to improve the Company's governance and may discuss or take such other actions with respect to the investments in the Company made by the Reporting Persons or the Other Stakeholders as each such person may determine to be necessary or appropriate. The QVT Financial entities and the Other Stakeholders delivered to the Company (a) a written response to the Company Proposals on June 27, 2010, the date of the event that required the filing of the Schedule 13D, and various subsequent amendments, modifications and revisions of the Written Response thereafter and (b) a modified written response to the Company Proposals on January 7, 2011, the date of the event that required the filing of Amendment No. 1 to the Schedule 13D. The Written Response and the subsequent amendments, modifications and revisions thereto contemplated, among other things, a deleveraging of the Company through a debt for equity exchange. The Modified Written Response contemplates, among other things, (a) a deleveraging of the Company through a debt for equity exchange and (b) a delisting of the Company's Common Stock and a deregistering of the Company's securities under the Securities and Exchange Act of 1934. The Reporting Persons and the Other Stakeholders have discussed and expect to continue to discuss the Modified Written Response with the Company. The Company presented the Company Proposals to the QVT Financial entities and the Other Stakeholders on June 21, 2010. The Reporting Persons have evaluated the Company Proposals and discussed the Company Proposals with the Other Stakeholders since such date. The QVT Financial entities and the Other Stakeholders delivered to the Company (a) the Written Response on June 27, 2010, the date of the event that required the filing of this Schedule 13D, and various subsequent amendments, modifications and revisions of the Written Response thereafter and (b) the Modified Written Response on January 7, 2011, the date of the event that required the filing of Amendment No. 1 to this Schedule 13D. The Written Response and the subsequent amendments, modifications and revisions thereto contemplated, among other things, a deleveraging of the Company through a debt for equity exchange. The Modified Written Response contemplates, among other things, (a) a deleveraging of the Company through a debt for equity exchange and (b) a delisting of the Company's Common Stock and a deregistering of the Company's securities under the Securities and Exchange Act of 1934. The Reporting Persons and the Other Stakeholders have discussed and expect to continue to discuss the Modified Written Response with the Company. 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. MOLECULAR INSIGHT: Taconic in Talks on Restructuring Proposals -------------------------------------------------------------- In an amended Schedule 13D filing with the Securities and Exchange Commission on January 12, 2011, Taconic Capital Advisors L.P., Taconic Capital Advisors UK LLP, Taconic Associates LLC, Kenneth D. Brody, and Frank P. Brosens disclosed that they are engaged in discussions with certain other stakeholders of the Company regarding certain restructuring proposals presented by the Company to its Stakeholders on June 21, 2010. The Other Stakeholders are Quintessence Fund L.P.; QVT Fund LP; McDonnell Loan Opportunity Fund Ltd.; Highland Capital Management, L.P.; and Pioneer Floating Rate Trust. The Reporting Persons and one or more of the Other Stakeholders collectively hold approximately $200 million in principal amount of the Company's Senior Secured Floating Rate Bonds due 2012. The Reporting Persons or any of the Other Stakeholders may engage in discussions with the Company's Board of Directors, officers, stockholders or third parties with respect to the Company's financial condition, the Company Proposals, alternative strategies to maximize stockholder value, additional or alternate plans or proposals to refinance or restructure the Company's indebtedness or methods to improve the Company's governance and may discuss or take such other actions with respect to the investments in the Company made by the Reporting Persons or the Other Stakeholders as each such person may determine to be necessary or appropriate. The Reporting Persons and the Other Stakeholders delivered to the Company (a) a written response to the Company Proposals on June 27, 2010, the date of the event that required the filing of this Schedule 13D, and various subsequent amendments, modifications and revisions of the Written Response thereafter and (b) a modified written response to the Company Proposals on January 7, 2011, the date of the event that required the filing of Amendment No. 1 to this Schedule 13D. The Written Response and the subsequent amendments, modifications and revisions thereto contemplated, among other things, a deleveraging of the Company through a debt for equity exchange. The Modified Written Response contemplates, among other things, (a) a deleveraging of the Company through a debt for equity exchange and (b) a delisting of the Company's Common Stock and a deregistering of the Company's securities. The Company presented the Company Proposals to the Reporting Persons and the Other Stakeholders on June 21, 2010. The Reporting Persons have evaluated the Company Proposals and discussed the Company Proposals with the Other Stakeholders since such date. The Reporting Persons and the Other Stakeholders delivered to the Company (a) the Written Response on June 27, 2010, the date of the event that required the filing of this Schedule 13D, and various subsequent amendments, modifications and revisions of the Written Response thereafter and (b) the Modified Written Response on January 7, 2011, the date of the event that required the filing of Amendment No. 1 to this Schedule 13D. The Written Response and the subsequent amendments, modifications and revisions thereto contemplated, among other things, a deleveraging of the Company through a debt for equity exchange. The Modified Written Response contemplates, among other things, (a) a deleveraging of the Company through a debt for equity exchange and (b) a delisting of the Company's Common Stock and a deregistering of the Company's securities under the Securities and Exchange Act of 1934. The Reporting Persons and the Other Stakeholders have discussed and expect to continue to discuss the Modified Written Response with the Company. 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. NOIR BROTHERS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Noir Brothers Restaurants 906 Kessler Parkway Dallas, TX 75208 Bankruptcy Case No.: 11-30390 Chapter 11 Petition Date: January 14, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Barbara L. Emerson, Esq. BELLINGER & DEWOLF, LLP 10000 N. Central Expressway, Suite 900 Dallas, TX 75231 Tel: (214) 954-9540 Fax: (214) 954-9541 E-mail: bemerson@bd-law.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Keith Black, president. NORTHEAST BIOFUELS: Creditors Seeks to Recoup $1.5M Hess Payment ---------------------------------------------------------------- Unsecured creditors are on the warpath to recover payments Northeast Biofuels LP before its Chapter 11 liquidation, filing 18 actions in two days over roughly $1.5 million it paid to Hess Corp. and other contractors, according to Bankruptcy Law360. About Northeast Biofuels Northeast Biofuels, LP, is a limited partnership formed to develop, own and operate an ethanol facility in Fulton, New York. NEB is 100% owned by an intermediate holding company, NEB Holdings, LP, which is in turn 85% owned by Permolex International, L.P., and 15% by other project developers. The Company and two of its affiliates filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-30057). Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., represents the Debtors in their restructuring efforts. Blank Rome LLP will serve as the Debtors' counsel. The U.S. Trustee for Region 2 appointed creditors to serve on an Official Committee of Unsecured Creditors. Sara C. Bond, Esq., and Stephen A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the Committee. When the Debtors filed for protection from their creditors, they estimated assets and debt between $100 million to $500 million each. The Bankruptcy Court confirmed Northeast Biofuels LP's Chapter 11 liquidation plan in February 2010. OASIS AT WILD: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Oasis At Wild Horse Ranch, LLC 6801 N. Camino Verde Tucson, AZ 85743 Bankruptcy Case No.: 11-01124 Chapter 11 Petition Date: January 14, 2011 Court: U.S. Bankruptcy Court District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Elizabeth S. Fella, Esq. Kasey C. Nye, Esq. QUARLES & BRADY LLP One South Church Street, Suite 1700 Tucson, AZ 85701-1621 Tel: (520) 770-8755 Fax: (520) 770-2228 E-mail: elizabeth.fella@quarles.com kasey.nye@quarles.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Judy Fernando, manager. OK ETON: Plan Outline Hearing Scheduled for Tomorrow ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing tomorrow, January 19, 2011, at 9:15 a.m., to consider adequacy of the Disclosure Statement explaining OK Eton Square, LP's Plan of Reorganization. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Debtor proposes to restructure the current indebtedness to pay all creditors. The Debtor will continue to lease the property to a number of different tenants. Pursuant to the current leases the Debtor collects approximately $150,000 per month. To the extent the cash on hand at anytime is insufficient to make the required payments under the Plan, equity will provide any needed cash infusion. Based upon the projected income the Debtor does not believe any additional cash infusions will be necessary. Under the Plan, the Debtor will pay Bank of the West in full with interest at the rate of Prime Rate adjusted annually of the anniversary of the Effective Date by 0.25%. Unsecured creditors will be paid in full in 60 equal monthly payments commencing on the Effective Date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/OKEton_DS.pdf About OK Eton Square, LP OK Eton Square, LP, based in Dallas, Texas, filed for Chapter 11 bankruptcy on May 24, 2010 (Bankr. N.D. Tex. Case No. 10-33583). Judge Barbara J. Houser presides over the case. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in Dallas, Texas. The Debtor estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. OPTI CANADA: Provides Update on Long Lake Project ------------------------------------------------- OPTI Canada Inc. has updated its corporate presentation, a copy of which is available on its Web site at http://www.opticanada.com/ The presentation contains certain operational updates for the Long Lake Project, including estimated average bitumen production of approximately 29,100 barrels per day (bbl/d) (10,200 bbl/d net to OPTI) for the month of December 2010. About OPTI Canada OPTI Canada Inc. is a Calgary, Alberta-based company focused on developing major oil sands projects in Canada using its proprietary OrCrude(TM) process. OPTI's common shares trade on the Toronto Stock Exchange under the symbol OPC. * * * OPTI Canada carries a 'CCC+' long-term corporate credit rating from Standard & Poor's Ratings Services. It has a 'Caa2' corporate family rating from Moody's Investors Service. "S&P base its decision to lower the ratings on the increasing financing burden associated with OPTI's debt and the widening gap between potential cash flow generation, and financing and spending obligations," said Standard & Poor's credit analyst Michelle Dathorne in August 2010, to explain S&P's downgrade of the corporate rating to 'CCC+' from 'B-'. "Our estimates of the operating cash flows necessary for the company to fund all required financing obligations and capital spending internally provide no allowances for production shortfalls or commodity-price weakness from now until 2012. This lack of financial flexibility is characteristic of a credit profile in the 'CCC' category," Ms. Dathorne added. ORIENTAL TRADING: S&P Assigns 'B' on Proposed $200MM Term Loan -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B' issue-level rating, with a preliminary '4' recovery rating to Oriental Trading Co. Inc.'s (OTC) proposed $200 million secured term loan. S&P also expects to assign the reorganized Company its 'B' corporate credit rating with a stable rating outlook upon its emergence from bankruptcy protection. The rating action reflects OTC's announcement that the U.S. Bankruptcy Court for District of Delaware entered an order confirming the Company's reorganization plan under Chapter 11 of the U.S. Bankruptcy Code. OTC expects to emerge from bankruptcy on Jan. 28, 2011. Under the terms of the plan, it would reduce its total debt to about $221 million from about $735 million prior to bankruptcy filing. The preliminary issue-level rating and S&P's expected 'B' corporate credit rating are subject to OTC's timely emergence from bankruptcy and consummation of its plan of reorganization in line with S&P's expectations, including its proposed exit financing as confirmed by the bankruptcy court on Dec. 16, 2016. The preliminary and expected ratings are subject to final documentation and S&P's review of legal matters that S&P believe are relevant to S&P's analysis, as outlined in S&P's criteria. "The expected 'B' corporate credit rating reflects our view of OTC's vulnerable business risk profile," said Standard & Poor's credit analyst Mariola Borysiak," characterized by its presence in a very competitive and fragmented toys, novelties, party supplies, and home decor retailing industry." S&P believe that intense competition in the industry, coupled with significant cost increases, will continue to strain operating performance. In S&P's opinion, OTC's value proposition did not isolate the Company from reduced consumer spending during the recent economic downturn. However, recent operating trends show signs of stabilization with some improvement in sales per customer and increase in average order value," added Ms. Borysiak. Still, S&P expects only modest sales growth during the Company's fiscal 2012 due to a significant reduction in efforts to attract new customers during the past two years as well as continually weak discretionary spending. As a result, S&P believes OTC now faces higher costs for prospecting and acquisition of new customers, which, in S&P's view, could pressure profitability in the near term. OSIPTA ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Osipta Enterprises, Inc. 531 East Arrow Highway Glendora, CA 91740 Tel: (949) 756-9050 Bankruptcy Case No.: 11-11756 Chapter 11 Petition Date: January 13, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Ernest M. Robles Debtor's Counsel: Robert Sabahat, Esq. MADISON HARBOR ALC 17702 Mitchell North, Suite 100 Irvine, CA 92614 Tel: (949) 756-9050 Fax: (949) 756-9060 E-mail: rsabahat@madisonharbor.com Scheduled Assets: $19,715 Scheduled Debts: $1,502,028 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-11756.pdf The petition was signed by Kamala Sargent, president. PARKS PETS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Parks Pets, LLC dba Queen City Pets fdba Petland Arboretum 8120 Providence Road, Suite 500 Charlotte, NC 28277 Bankruptcy Case No.: 11-30077 Chapter 11 Petition Date: January 13, 2011 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: David M. Grogan, Esq. SHUMAKER, LOOP & KENDRICK, LLP 128 S. Tryon St., Ste. 1800 Charlotte, NC 28202 Tel: (704) 375-0057 Fax: (704) 332-1197 E-mail: dgrogan@slk-law.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb11-30077.pdf The petition was signed by Todd Parks, manager. PETROHAWK ENERGY: Moody's Puts 'B3' Rating on Note Offering ----------------------------------------------------------- Moody's Investors Service assigned a B3 rating to PetroHawk Energy Corporation's proposed senior unsecured note offering. The outlook is stable. Proceeds from the notes offering will be used to fund the company's $272 million of senior unsecured due April 1, 2012. The new notes are pari-passu HK's existing senior unsecured notes maturing in 2018. "The B2 CFR continues to reflect the company's relatively high leverage on its proven developed reserves but with a rapidly improving leverage on daily production," said Ken Austin, Moody's Vice President. HK's recent shift of focus to Eagle Ford liquid rich shale development does carry a relevant degree of drillbit and execution risk but the company's scale provides cushion while the company completes this transition. The B2 also reflects HK's scale which is considerably larger than its similarly rated peers and takes note of HK's drillbit success operational improvements in the past twelve months. HK's considerable midstream operations including the KinderHawk joint venture is considered credit accretive. Moody's expects HK to further expand its midstream operations particularly in the Eagle Ford area where demand for both gathering and processing infrastructure surpasses current supply. HK's midstream assets is considered a complimentary source of steady cash flow and a future funding source should HK decide to further monetize its midstream assets. A positive rating/outlook action can be considered if HK reduces leverage towards $12/boe range and the company's operational results clearly demonstrates sequential sustainable reserves and production growth at reasonable costs. Moody's last rating action for Petrohawk Energy Corporation was on August 3, 2010, when Moody's moved the outlook to stable following the issuance of new notes following a successful major asset divestiture program . The principal methodologies used in this rating were the Global Exploration and Production rating methodology published in December 2008, and Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Petrohawk Energy Corporation is headquartered in Houston, Texas. PETROHAWK ENERGY: S&P Maintains 'B+' Rating on $300MM Add On Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its 'B+' issue-level and '5' recovery ratings on Petrohawk Energy Corp.'s senior unsecured notes due 2018 would remain unchanged following a $300 million add on, bringing the total issue amount to $1.125 billion. The '5' recovery rating on these notes indicates S&P's expectation of modest (10% to 30%) recovery in a payment default. Petrohawk will use proceeds from the new notes to redeem its senior notes due 2012 and for general corporate purposes. The corporate credit rating on independent exploration and production Company Petrohawk is 'BB-' and the outlook is stable. Ratings on the Company reflect Standard & Poor's expectations of high levels of capital spending in excess of organic cash flows in 2011, a weak near-term outlook for natural gas prices, and an aggressive financial risk profile. The ratings also take into account healthy production and reserve growth, significantly hedged production, and the likelihood of ample liquidity to fund expected 2011 cash flow deficits. Ratings List Corporate credit rating BB-/Stable/-- $1.125 bil sr unsecured notes due 2018 B+ Recovery rating 5 PINNACLE ENT: Competitive Position Cues Fitch to Hold 'B' Rating ---------------------------------------------------------------- Fitch Ratings affirms Pinnacle Entertainment Inc.'s Issuer Default Rating (IDR) at 'B'. Fitch also affirms these ratings on the company: * $375 million bank credit facility at 'BB/RR1'; * $450 million senior unsecured notes at 'BB/RR1'; * $735 million of outstanding subordinated notes at 'B-/RR5'. The Rating Outlook remains Stable. Pinnacle's 'B' IDR and Stable Outlook reflect the company's strengthening competitive position in two core gaming markets, the prudent bottom-up building of its capital structure, and the attractive debt maturity profile. The IDR and Outlook also incorporate a negative near-term net free cash flow outlook related to development spending and the company's cash flow concentration in markets that are vulnerable to increased competition. Operating performance improved by most measures through the first three quarters in fiscal 2010 over the poor second half of 2009. Driving the improvement was the expansion of margins; stabilization in revenues; and good ramp-up at the River City, a St. Louis casino which opened in March 2010. EBITDA margins for Pinnacle's Louisiana properties and Belterra Casino Resort returned to their pre-recession ranges of 25%-30% and about 20%, respectively. The margin improvements can be largely attributed to a renewed focus on operating efficiencies and more targeted marketing/promotional spending. Fitch estimates that 2010 revenue declined in Pinnacle's Louisiana and southern Indiana markets by roughly 1% and 7%, respectively. Fitch's base case incorporates mid-single digit revenue growth in 2011 fuelled by the continued ramp up in River City and low-single digit growth on a same-store basis. Revenue growth in 2011 will be supported by the economic recovery in Pinnacle's markets, including Dallas and Houston areas, as well as minimal new supply expected for 2011. Fitch's base case incorporates the realization of additional efficiencies in Pinnacle's St. Louis properties and the EBITDA margin there to level off around 20%. Fitch's base case also incorporates a ramp- up of Pinnacle's St. Louis properties to $70 million-$75 million of EBITDA over the next couple of years. Fitch views the increased scope of the Baton Rouge project as credit neutral. In September 2010, Pinnacle revised the expected cost of the project from $250 million to $357 million and also pushed forward the planned opening to late 2011 from the previously reported mid-2012. Fitch believes that the incremental development and execution risks associated with increased cost and scope of the project are offset by Pinnacle's ample available liquidity and, in Fitch's opinion, the strategic soundness of the increased scope. The latter consideration takes into account the additional level of diversification Pinnacle will gain within Louisiana, which addresses some of the concern related to potential gaming legalization in Texas. Also, there are currently three bidders for the final Louisiana gaming license, with two of the three applicants intending to build in the Lake Charles area. The third applicant -- Penn National -- is vying for a casino in a suburb of New Orleans, where it would compete with Pinnacle's Boomtown New Orleans. The project may also provide Pinnacle with a third market where the company will be the market leader, in addition to Lake Charles and St. Louis. Currently, there are two properties operating in Baton Rouge, both of which are relatively aged and do not provide the same level of amenities expected from the Pinnacle property. On a latest 12 months basis as of Sept. 30, 2010, reported consolidated adjusted EBITDA was roughly $185 million compared to $1.2 billion in debt for a debt/EBITDA leverage ratio of 6.3 times. Leverage would be below 6x according to the bank facility calculation, which permits the annualization of EBITDA at River City. The IDR and the Outlook incorporate an expectation that leverage may continue to trend in the low 6x range through 2011, with the draw on the revolver to fund the Baton Rouge project being offset by what Fitch expects to be modest EBITDA growth, primarily from the ramp-up of River City. Likewise, Fitch estimates that interest coverage should remain stable around 2x, relative to the 1.5x covenant. The maximum leverage covenant in the credit agreement steps down to 7.25x by the end of 2011 and declines to 4.75x by the end of 2013, while the coverage covenant starts to step up incrementally in June 2012 and peaks at 2.0x at Sept. 30, 2013. Fitch estimates pro forma annual gross interest expense of roughly $100 million through 2011, assuming $185 million will drawn on the credit facility to fund the Baton Rouge, LA, project, while annual maintenance capital expenditures will trend around $40 million. Fitch's base case reflects Pinnacle's EBITDA at around $200 million and $210 million for 2010 and 2011, respectively, implying a healthy discretionary cash flow profile. Spending on the Baton Rouge project will pressure the FCF profile until 2012, and possibly slightly beyond, if the video lottery terminals are approved at Ohio racetracks. Fitch estimates that if legalization occurs, Pinnacle could spend $100 million or more to develop its recent River Downs racetrack acquisition to accommodate VLTs. Pinnacle's maturity profile is attractive, with decent cushion relative to covenant levels, $479 million of available liquidity as of Sept. 30, 2010, no debt maturing until 2014 and solid operating cash flow. The primary liquidity concerns are largely discretionary, centering on spending plans for the company's development pipeline. As of Sept. 30, 2010, Pinnacle's cash balance was $228 million, with roughly $158 million available excluding the $70 million required for daily operations and cage cash. Pinnacle's revolving credit facility was amended on Feb. 5, 2010, pushing out its expiration to March 2014 from December 2010 and reducing the commitment on the revolver to $375 million from $531 million. As of Sept. 30, 2010, the revolver was undrawn and approximately $9.6 million of LOCs were outstanding, providing the company with a total of $524 million of available liquidity. Fitch expects that the available liquidity plus the projected cash from operations should amply cover Pinnacle's capital expenditures over the next two years. The credit facility matures in March 2014 and the next bond maturity date is not until June 2015. Based on Fitch's recovery analysis, and Pinnacle's prudent bottom heavy capital structure, estimated recovery values are solid relative to their ranking in the capital structure. Fitch rates both the bank facility and senior unsecured debt 'BB/RR1', estimating full recovery in the event of default based on the current capital structure. The subordinated debt rating is 'B- /RR5', which benefited from the downsizing of the bank facility in February 2010 to $375 million from $531 million. As senior debt availability increases or is issued, there could be additional rating pressure on the subordinated debt Recovery Rating, and possibly the senior unsecured Recovery Rating. PINELLAS COUNTY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: The Pinellas County Jewish Day School, Inc. 1775 S. Highland Avenue Clearwater, FL 33756 Bankruptcy Case No.: 11-00511 Chapter 11 Petition Date: January 13, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Angelina E. Lim, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS 911 Chestnut Street Clearwater, FL 33756-5643 Tel: (727) 461-1818 E-mail: angelinal@jpfirm.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/flmb11-00511.pdf The petition was signed by Saul Schechter, treasurer. PLATINUM STUDIOS: Extends Due Dates of $2.4MM Loan to May 2011 -------------------------------------------------------------- On December 20, 2010, Platinum Studios, Inc., entered into a series of agreements with its CEO, Chairman and major note holder, Scott M. Rosenberg, to extend the due dates of certain existing loans made by Rosenberg to the Company. Pursuant to the terms of the agreements, the new due date for certain loans totaling $2,400,000 will be May 6, 2011, and the new due date for other loans totaling $1,350,000 will be June 3, 2011. The interest rate on all of these loans has been increased from 8% to 10%, effective upon the original due dates of May 6, 2010, and June 3, 2010, respectively. In exchange for these due date extensions, the Company granted to Rosenberg: (1) two additional sets of warrants to purchase the Company's common stock. The first set allowing for the exercise of up to 40,000,000 warrants to purchase shares of the Company's common stock, at an exercise price of $0.11 per share, and the second set allowing for the acquisition of up to $3,750,000 in stock, by exercise of warrants at $0.11 per share. Both sets will expire on October 22, 2020; and (2) a co-ownership interest in certain intellectual property owned by the Company. About Platinum Studios Los Angeles, Calif.-based Platinum Studios, Inc., controls a library consisting of more than 5,000 characters and is engaged principally as a comics-based entertainment company adapting characters and storylines for production in film, television, publishing and all other media. The Company's balance sheet as of September 30, 2010, showed $15.90 million in total assets, $24.48 million in total liabilities, and a stockholders' deficit of $8.58 million. HJ Associates & Consultants, LLP, in Salt Lake City, Utah, expressed substantial doubt about Platinum Studios, Inc.'s ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations which have resulted in an accumulated deficit. POINT BLANK: Plan Outline Hearing Scheduled for February 14 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on February 14, 2011, at 2:00 p.m. (prevailing Eastern time), to consider adequacy of the Disclosure Statement explaining the proposed Plan of Reorganization for Point Nlank Solutions, Inc., et al. Objections, if any, are due February 8, at 4:00 p.m. The Plan Proponents are the Debtors, the Official Committee of Unsecured Creditors, the Official Committee of Equity Security Interest Holders, Privet Fund Management LLC, as investment manager for Privet Opportunity Fund I, LLC and Privet Fund LP, Privet Opportunity Fund I, LLC, Prescott Group Capital Management, LLC, and Lonestar Capital Management, LLC, as investment advisor to Lonestar Partners, LP and manager of PB Funding, LLC. 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 contemplates the reorganization and continuation of the Debtors' business through a restructuring of each Debtor's debt obligations and the generation of new capital through a Rights Offering of new common stock in the Reorganized Debtors, backstopped by the Backstop Parties. The Rights Offering, combined with the Debtors' available cash from operations going forward and exit financing, if necessary and available, will provide the funding necessary to consummate the Plan and pay remaining secured and unsecured creditors in accordance with the terms of the Plan. All of the prepetition equity Interests in Parent will be surrendered, and 100% of the equity securities interests in the Reorganized Parent will be acquired pursuant to the Rights Offering. The Plan contemplates the reorganization of the Debtors' businesses and the resolution of the outstanding Claims against and Interests in the Debtors. Generally, the Plan is structured around three key components. a) The Rights Offering/Direct Subscription. In addition to cash on hand and an Exit Facility, if one is necessary and available, the Debtors intend to fund their reorganization effort-including the payment of all amounts due under the Plan-through the issuance and sale of shares of New Common Stock in Reorganized Parent in a minimum amount of $15,000,000 and (subject to certain consents and other conditions) up to a maximum of $25,000,000. The New Common Stock will be sold (i) through a Rights Offering to eligible holders of Allowed General Unsecured Claims and Allowed Old Equity Interests, backstopped by the Debtors' existing DIP Lenders, and (ii) through a direct subscription of shares to two of the existing DIP Lenders, Privet and Prescott. b) The Inter-Debtor Compromise. The Plan Proponents have identified several potential Claims, Causes of Action and other disputes that may exist between the several Debtors, including existing and potential disputes regarding (i) the value and disposition of Intercompany Claims, (ii) the valuation of the individual Debtor's Estates, (iii) the individual Debtor's respective ownership interest in certain potentially valuable lawsuits, (iv) the susceptibility of two or more of the Debtors' Estates to substantive consolidation and (v) the consideration, if any, that should be paid by Parent to retain its existing Interests in the Debtor Subsidiaries. c) The Recovery Trust. Under the Plan, holders of Allowed General Unsecured Claims, Allowed Subordinated Unsecured Claims, Allowed Class Action Claims and Allowed Old Equity Interests will be issued beneficial interests in a Recovery Trust established for the purpose of liquidating certain assets and distributing the proceeds thereof to the trust beneficiaries and making certain disbursements or distributions to Reorganized Parent. On the Effective Date, the Reorganized Debtors will fund a Recovery Trust with a cash payment of $3 million, an additional $1 million for expenses and rights to certain potentially valuable Causes of Action, the proceeds of which will be distributed to the beneficiaries of the Recovery Trust in accordance with the waterfall. The Debtors intend to pay in full administrative claims and secured claims. General unsecured claims will receive ratable proportion of distributions from the recovery trust, and rights to participate in the rights offering. Holders of subordinated unsecured claims will receive ratable proportion of distributions, if any, from the recovery trust after payment in full of the general unsecured claims. Holders of equity interests will receive ratable proportion of distributions from the recovery trust, pari passu, and rights to participate in the rights offering. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/POINTBLANK_DS.pdf Counsel for Debtors is: PACHULSKI STANG ZIEHL & JONES LLP Laura Davis Jones, Esq. David M. Bertenthal, Esq. Joshua Fried, Esq. 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 Counsel to Lonestar Capital Management, LLC, are: PEPPER HAMILTON LLP David B. Stratton, Esq. Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, DE 19899-1709 AKIN GUMP STRAUSS HAUER & FELD LLP David P. Simonds, Esq. 2029 Century Park East, Suite 2400 Los Angeles, CA 90067 AKIN GUMP STRAUSS HAUER & FELD LLP Michael P. Cooley, Esq. 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201-4675 Privet Opportunity Fund I, LLC and Privet Fund Management LLC is represented by: REED SMITH LLP Edward J. Estrada, Esq. 599 Lexington Avenue, 22nd Floor New York, NY 10022 REED SMITH LLP Kurt F. Gwynne, Esq. 1201 Market Street, Suite 1500 Wilmington, DE 19801 Counsel to Prescott Group Capital Management is: ASHBY & GEDDES Ricardo Palacio, Esq. 500 Delaware Avenue P.O. Box 1150 Wilmington, DE 19899 Counsel for the Equity Committee are: MORRISON COHEN LLP Joseph T. Moldovan, Esq. 909 Third Avenue New York, NY 10022-4731 BAYARD, P.A. Neil B. Glassman, Esq. 222 Delaware Avenue, Suite 900 Wilmington, DE 19899 The Creditors Committee is represented by: MESSANA ROSNER & STEM LLP Brian L. Arban, Esq. Fred Rosner, Esq. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 ARENT FOX LLP Robert M. Hirsh, Esq. George Angelich, Esq. 1675 Broadway New York, NY 10019 About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co- counsel. QUALIA CLINICAL: Can Avoid Liens, Bankruptcy Appeals Court Says --------------------------------------------------------------- Bankruptcy Law360 reports that a federal bankruptcy appeals court affirmed Friday a ruling allowing Qualia Clinical Services Inc. to recover on security interests transferred to Inova Capital Funding Inc. as part of an invoice purchase agreement, saying the liens constituted preferential transfers. The case is Rick D. Lange, Trustee of the Chapter 7 Bankruptcy Estate of Qualia Clinical Service, Inc., v. Inova Capital Funding, LLC; Inova Capital Funding, Inc., No. 10-6021 (8th BAP). A copy of the BAP's decision dated January 14, 2011, is available at http://is.gd/EGjd2cfrom Leagle.com. The panel consists of Bankruptcy Judges Robert J. Kressel for the District of Minnesota bankruptcy court, Judge Barry S. Schermer for the Eastern District of Missouri bankruptcy court, and Judge Charles L. Nail for the District of South Dakota bankruptcy court. Judge Kressel penned the decision. About Qualia Clinical Qualia Clinical Services Inc. is a full-service Contract Research Organization with facilities in North America and Europe. Qualia serves the pharmaceutical, biotechnology and generic industries with Early and Late Phase clinical research, clinical pharmacology, bioequivalence, PK/PD analysis, data management and statistical services. Qualia filed for Chapter 11 bankruptcy (Bankr. District of Nebraska Case No. 09-80629) on March 18, 2009. Robert F. Craig, Esq. -- robert@craiglaw.org -- Robert F. Craig, P.C., in Omaha, Nebraska, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. QUIGLEY CO: New Pfizer Contribution Leading to Settlement --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Quigley Company Inc. is near a settlement with asbestos claimants in a Chapter 11 reorganization more than six years old. A lawyer for asbestos claimants said that working out details of the settlement may take another two weeks. Mr. Rochelle relates that settlement was reached as Quigley and Pfizer faced a motion by the U.S. Trustee and an ad hoc group of asbestos claimants seeking dismissal of the Chapter 11 case begun in September 2004. The motions to dismiss came on the heels of an opinion from the bankruptcy judge in September refusing to confirm Quigley's reorganization plan. According to the report, the judge found that the plan was filed in bad faith and wasn't feasible. Objectors argued that Quigley's bankruptcy was being used improperly to shield Pfizer from liability. Although Quigley's plan was accepted by the required majorities of creditors, the bankruptcy judge found that improper incentives were given to some creditors to obtain their "yes" votes. Through the plan, including contributions from Pfizer, $757 million would have been distributed, according to the disclosure statement. About Quigley Co. Quigley Co. was acquired by Pfizer in 1968 and sold small amounts of products containing asbestos until the early 1970s. In September 2004, Pfizer and Quigley took steps that were intended to resolve all pending and future claims against the Company and Quigley in which the claimants allege personal injury from exposure to Quigley products containing asbestos, silica or mixed dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11 plan and a settlement with Chrysler. Quigley filed for Chapter 11 bankruptcy protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed global resolution of all pending and future asbestos-related personal injury liabilities. Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represent the Debtor in its restructuring efforts. Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it disclosed $155,187,000 in total assets and $141,933,000 in total debts. ROSARIO'S, INC.: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Rosario's, Inc. 2930 N. Elizabeth Pueblo, CO 81008 Bankruptcy Case No.: 11-10571 Chapter 11 Petition Date: January 13, 2011 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Scott A. Midgley, Esq. 503 North Main Street, Suite 350 Pueblo, CO 81003 Tel: (719) 543-9100 E-mail: samidgleyesq@msn.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/cob11-10571.pdf The petition was signed by Tracy Ianne, president. ROSELAND VILLAGE: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Roseland Village, LLC 3736 Winterfield Road, Suite 200 Midlothian, VA 23113 Bankruptcy Case No.: 11-30223 Chapter 11 Petition Date: January 13, 2011 Court: U.S. Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Debtor's Counsel: Bruce E. Arkema, Esq. DURRETTEBRADSHAW, PLC 1111 East Main Street, 16th Floor Richmond, VA 23219 Tel: (804) 343-4370 Fax: (804) 225-8706 E-mail: barkema@durrettebradshaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by George B. Sowers, Jr., president of G.B.S. Holding, Ltd., member. Debtor's List of four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Chesterfield County Treasurer Real Estate Taxes $220,066 P.O. Box 26585 Richmond, VA 23285 Urban Design Associates Open Account $30,296 707 Grant Street Pittsburgh, PA 15219 FloranceGordonBrown, PC Attorney's Fees $9,244 1900 One James Center 901 East Cary Street Richmond, VA 23219 Fidelity Title Services, Inc. Open Account $265 RSC EQUIPMENT: Moody's Lifts Ratings on Unsecured Notes to 'Caa1' ----------------------------------------------------------------- Moody's Investors Service affirmed certain ratings of RSC Equipment Rental Inc., raised the ratings on the company's unsecured notes to Caa1 from Caa2 and assigned a Ba2 rating to the company's new $1.1 billion asset based Revolving Credit Facility. Moody's assigned a Caa1 to the company's new senior unsecured notes. The new bank facility and unsecured notes are co-issued by RSC Holdings III, LLC, and RSC Equipment Rental, Inc. The company's B3 CFR and PDR reflect its high leverage and incorporates the expectation for improved operating performance as a result of increasing demand. The ratings on the notes reflect their senior unsecured position in the company's capital structure and their junior position to its $1.1 billion ABL. The notes and ABL proceeds will go towards paying down the company's second lien term loan and pay for other related fees and expenses. The notes have RSC Equipment Rental Inc. as a co borrower while the ABL also has RSC Equipment Rental of Canada Ltd. The new ABL will refinance the company's existing ABL. The notes will be guaranteed by certain of the company's domestic subsidiaries, if any. RSC's speculative grade liquidity rating, now rated at RSC Holdings III, LLC, still reflects adequate liquidity with a SGL-3 rating. Moody's believes that the company will maintain an adequate liquidity profile over the next twelve months. Moody's expects that the company's operating cash flow generation should be sufficient to fund the majority of its capital expenditures, the company also has significant availability in its revolver. As demand strengthens, Moody's expects the company to be free cash flow negative as it will need to add to its rental equipment fleet to meet higher rental demand. This revolver is expected to be sufficient to fund any increase in demand that may occur over the intermediate term. The stable ratings outlook reflects the expectation that the while the company's fleet utilization should improve over the next twelve months, the company remains highly leveraged. Even with improving rental demand, the company's financial metrics are expected to continue to be consistent with the B3 CFR through 2011. Actions: Issuer: RSC Holdings III, LLC * Senior Secured $1.1 billion ABL Facility, Assigned a Ba2 (LGD2; 17%) * Senior Unsecured notes, Assigned a Caa1 (LGD5; 78%) Upgrades: Issuer: RSC Equipment Rental, Inc. * Senior Unsecured $200 million notes due 2019 Upgraded to Caa1 from Caa2 * Senior Unsecured $620 million notes due 2014 Upgraded to Caa1 from Caa2 Affirmations: * Senior Secured $400 million notes due 2017, affirmed at B1 (LGD3; 33%) Changes: Issuer: RSC Equipment Rental, Inc. * B3 Probability of Default Rating, previously assigned at RSC Equipment Rental, Inc.; now assigned at RSC Holdings III, LLC * SGL-3 Speculative Grade Liquidity Rating, previously assigned at RSC Equipment Rental, Inc.; now assigned at RSC Holdings III, LLC * B3 Corporate Family Rating, previously assigned at RSC Equipment Rental, Inc.; now assigned at RSC Holdings III, LLC The upgrade in the company's senior unsecured instrument ratings to Caa1 from Caa2 reflect the anticipated paydown in the company's second lien notes that were senior to the unsecured instruments. The company's new ABL rating is one notch higher than the LGD implied rating as a result of the anticipated recovery in the event of bankruptcy that flow from its characteristics including its perfected liens, asset reporting process, and the recovery track record of ABLs in bankruptcy. The last rating action was on November 2, 2009 when Moody's assigned a Caa2 rating to RSC Equipment Rental, Inc's proposed issuance of $200 million of unsecured debt and affirmed the B3 Corporate Family Rating. The CFR and PDR have been moved to RSC Holdings, III. The Methodology grid based outcome of the Global Equipment and Automobile Rental Industry indicates a rating of B3, in line with the assigned rating. The ratings could be upgraded if the company reduces its debt leverage to under 5 times, has positive net income on a current year and on a projected basis and enjoys improved coverage metrics including fixed charge coverage over 1.5 times as defined in their bank credit agreement. Improving credit metrics including higher asset turnover, improved return on assets, greater sales, and improved margins would also support positive ratings traction. The ratings or outlook may decline if debt to EBITDA increases to over 6 times, or if free cash flow from operations before capital expenditures turned negative. The principal methodologies used in this rating were Global Equipment and Automobile Rental Industry published in December 2010, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. RSC holdings III, is an intermediate holding company that is the direct parent to RSC Equipment Rental, Inc. RSC is one of the largest equipment rental companies in North America operating 457 locations throughout the United States and Canada. The company maintains over 900 categories of equipment having an original equipment cost of $2.4 billion. Total revenues for the LTM period ended in September 30, 2010, totaled $1.1 billion. SAGECREST II: Mgt. & Committee Plan Outline Hearing on Feb. 15 -------------------------------------------------------------- The U.S. Bankruptcy Court for the the District of Connecticut has continued to February 15, 2011, at 10:00 a.m., the hearing on the Disclosure Statement explaining the Joint Chapter 11 Plan of Liquidation filed by SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Holdings Limited, SageCrest Dixon, Inc., and the Official Committee of Equity Security Holders. Generally, the Plan provides that SC Management, a new entity created under the Plan, will liquidate the Debtors' assets in an orderly fashion over roughly four years and distribute the net proceeds to Holders of Allowed Claims and Allowed Interests in the priority prescribed by the Bankruptcy Code and according to the specific provisions of the Plan. The Plan proposes the following treatment for the various claims and interests in the Debtors: Class 1. Non-Tax Priority Claims. Unimpaired. Holders of Class 1 Claims will receive, (y) Cash in an amount equal to the Allowed amount of its Non-Tax Priority Claim, or (z) such other, less favorable treatment as may be agreed upon in writing. To the extent an Allowed Non-Tax Priority Claim entitled to priority treatment under 11 U.S.C. Sections 507(a)(4) or (5) exceeds the statutory cap applicable to such Claim, such excess amount will be treated as a Class 6 General Unsecured Claim against the relevant Debtor. Class 2. Secured Tax Claims. Unimpaired. With respect to any Allowed Secured Tax Claim for tax years prior to 2009, the Holder of such Allowed Secured Tax Claim will receive (x) Cash equal to the value of its Allowed Secured Tax Claim, including interest, (y) the Collateral securing the Allowed Secured Tax Claim, or (z) such other, less favorable treatment as may be agreed upon in writing. The Holder of a Secured Tax Claim for ad valorem taxes for any tax year from 2009 and thereafter will retain all rights and remedies for payment thereof in accordance with applicable non-bankruptcy law. Class 3. Deutsche Bank Secured Claims. Impaired. The DB Secured Claims against SC Finance and SC Holdings are separately classified in Class 3A (Estimated Amount: $7,369,464.73, plus interest, costs and fees) and Class 3B ($100,160,583.15, plus interest, costs and fees), respectively. Deutsche Bank will receive, on or as soon as practicable after the later of the Effective Date of the Plan or the Allowance Date with respect to the DB Secured Claims: (i) property of the Debtors that is the indubitable equivalent of all or a portion of such Allowed Claims; and/or (ii) the DB Promissory Note, which will be issued by SC Finance, SC II, SC Holdings, SCFR, SC Limited and SC Management in the principal amount of the Allowed DB Secured Claims less an amount equal to the value of the property of the Debtors, if any, that is transferred to Deutsche Bank pursuant to the foregoing clause (i). The Plan Supplement will identify the property of the Debtors, if any, to be transferred to Deutsche Bank pursuant to the foregoing clause (i), the value of such property as of the Effective Date, and the principal amount of the DB Promissory Note, and the Plan Supplement will include the form of the DB Promissory Note. On or before the fifth (5th) Business Day following the last day of each calendar quarter, commencing after the fourth (4th) full calendar quarter following the Effective Date of the Plan, SC Management will make a principal payment on the DB Promissory Note in an amount equal to the amount of cash held by SC Management on the last Business Day of the immediately preceding calendar quarter less the aggregate Budgeted Expenses for the following twelve (12)-month period. The DB Promissory Note will mature on December 31, 2014. Class 4. SageCrest Regal Secured Claim Against SC Dixon. (Estimated Amount: $48,842,759). Impaired. The Holder of the Allowed SageCrest Regal Secured Claim will receive from SC Dixon, a Cash payment equal to the Allowed amount of such Claim within thirty (30) days after the later of (a) the closing on a sale of the Collateral that secures the Allowed SageCrest Regal Secured Claim or (b) the Allowance Date with respect to the Allowed SageCrest Regal Secured Claim. If the Allowed SageCrest Regal Secured Claim exceeds the value of the Collateral securing such Claim, then pursuant to Bankruptcy Code section 506(a), any such excess amount will be deemed to be and will be treated as a Class 6D General Unsecured Claim against SC Dixon. Classes 5A-5C. Miscellaneous Secured Claims against SC Finance, SC Holdings and SC II. Unimpaired. Each Holder of an Allowed Miscellaneous Secured Claim in Class 5A, 5B or 5C will receive from SC Management, (i) Cash equal to the value of its Allowed Miscellaneous Secured Claim, (ii) the Collateral securing the Allowed Miscellaneous Secured Claim, or (iii) such other, less favorable treatment as may be agreed upon in writing. If any Allowed Miscellaneous Secured Claim in Class 5A, 5B or 5C exceeds the value of the Collateral securing such Claim, then pursuant to Bankruptcy Code section 506(a), any such excess amount will be deemed to be and will be treated as a Class 6 General Unsecured Claim. Class 5D. Miscellaneous Secured Claims against SC Dixon (Estimated Amount: $3,851,928). Impaired. T. Harris Environmental Management, Inc., a separate subclass under Class 5D.1, will receive a Cash payment from SC Dixon in the amount of C$55,000, without interest, within thirty (30) days after the earlier of (A) the sale by SC Dixon of the Collateral that secures the Allowed Other Secured Claim held by Harris; (B) the refinancing of such Collateral by SC Dixon, or (C) the fifth (5th) anniversary of the Effective Date of the Plan. The Holder of an Allowed Miscellaneous Secured Claim against SC Dixon in Class 5D.2 will receive from SC Dixon, a Cash payment equal to the Allowed amount of such Claim within thirty (30) days after the later of (i) the closing on a sale of the Collateral that secures such Allowed Claim or (ii) the Allowance Date with respect to such Allowed Claim. If an Allowed Miscellaneous Secured Claim against SC Dixon in Class 5D.2 exceeds the value of the Collateral securing such Claim, then pursuant to Bankruptcy Code section 506(a), any such excess amount will be deemed to be and will be treated as a Class 6D General Unsecured Claim against SC Dixon. Class 6A-6C. General Unsecured Claims against SC Finance, SC Holdings and SC II. Impaired. Each Allowed General Unsecured Claim in Class 6A (SC Finance), Class 6B (SC Holdings), and Class 6C (SC II) will include interest thereon, at the Case Interest Rate, from the Petition Date through the date such Allowed General Unsecured Claim is paid in full. If all of Classes 6A, 6B and 6C vote in favor of the Plan, then each Holder of an Allowed General Unsecured Claim in Classes 6A, 6B, and 6C will receive from SC Management quarterly Cash payments, commencing with the first full calendar quarter after the Effective Date of the Plan and continuing until all Allowed General Unsecured Claim in Classes 6A, 6B, and 6C are paid in full, totaling the Allowed amount of such Claim. Each quarterly Cash payment will be made no later than ten (10) Business Days after the end of each calendar quarter. Each quarterly Cash payment to a Holder of a General Unsecured Claim under Section 5.06(b) of the Plan will be of an amount equal to the lesser of such Holder's Pro Rata (calculated using all Allowed and Disputed General Unsecured Claims in Classes 6A, 6B and 6C) share of $300,000 or the unpaid balance of such Allowed General Unsecured Claim. If Class 6A, 6B or 6C votes to reject the Plan, then each Holder of an Allowed General Unsecured Claim in Classes 6A, 6B, and 6C will receive from SC Management a payment of Cash equal to the amount of such Allowed General Unsecured Claim, plus interest at the Case Interest Rate from the Petition Date through the date of payment, on the later of (i) the Allowance Date or (ii) the first (1st) Business Day that is four (4) years after the Effective Date. Class 6D. General Unsecured Claims against SC Dixon. Impaired. On or as soon as practicable after the later of (i) the first Distribution Date after all Allowed Claims in Classes 4 and 5D have been paid or otherwise satisfied in full, or (ii) the Allowance Date, each Holder of an Allowed General Unsecured Claim in Class 6D (SC Dixon), will receive from SC Dixon or SC Management a Cash payment equal to a Pro Rata share of the Cash, if any, derived from the liquidation of the Assets of SC Dixon that remain after all Allowed Claims in Classes 4 and 5D have been paid or otherwise satisfied in full. Each Allowed General Unsecured Claim against SC Dixon will be satisfied solely from such Cash of SC Dixon. SC Dixon anticipates that it is unlikely that any Cash will be available for distribution to Holders of Allowed General Unsecured Claims against SC Dixon in Class 6D. Class 7. Deutsche Bank Guaranty Claim (against SC II only). Impaired. In exchange for the Allowed DB Guaranty Claim, SC II will execute the DB Promissory Note on the Effective Date of the Plan and SC II will be jointly and severally liable for all obligations arising under the DB Promissory Note. Class 8. Redemption Claims against SC II. Impaired. Each Holder of an Allowed Redemption Claim against SC II will receive Cash payments from SC II up to the allowed amount of such Claim, without interest, in full satisfaction of such Claim. Class 9. Intercompany Claims. Impaired. On the Effective Date of the Plan, all Intercompany claims will be canceled, discharged, and eliminated in full, and the Holders of Intercompany Claims will not receive or retain any property or any interest in property on account of such Intercompany Claims. Class 10A. Interests in SC Finance. Unimpaired. SC II, the sole Holder of all Allowed Interests in SC Finance, will retain its Interest in SC Finance, as reorganized under the terms of the Plan. SC II will contribute its Interests in SC Finance to SC Management. Class 10B. Interests in SC Holdings. Impaired. Each Holder of an Allowed Interest in SC Holdings will retain its Interest in SC Holdings, as SC Holdings in reorganized under the terms of the Plan. No distribution will be made unless and until all Allowed Administrative Claims and Allowed Priority Claims against all Debtors, and all Allowed Claims against SC Holdings in Classes 1B, 2B, 3B, 5B, and 6B have been paid in full. Class 10C. Interests in SC II. Impaired. Each Holder of an Allowed Interest in SC II will retain its Interest in SC II, as SC II is reorganized under the terms of the Plan pursuant to an amended SC II Operating Agreement that will be included in the Plan Supplement. No distribution will be made unless and until all Allowed Administrative Claims and Allowed Priority Claims against all Debtors, and all Allowed Claims against SC II in Classes 1C, 2C, 5C, 6C and 7, and all payments to Holders of Allowed Class 8 Claims have been paid if full. Class 10D. Interests in SC Dixon. Impaired. The Holder of Allowed Interests in SC Dixon will retain such Allowed Interests in SC Dixon, as SC Dixon is reorganized under the terms of the Plan, but such Holder will not be entitled to receive or retain, and will not receive or retain, any Cash or other property under the Plan on account of its Allowed Interests in SC Dixon. A copy of the Disclosure Statement explaining the Joint Chapter 11 Plan of Liquidation filed by SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Holdings Limited, SageCrest Dixon, Inc., and the Official Committee of Equity Security Holders, is available for free at http://bankrupt.com/misc/SageCrestII.DS.pdf About SageCrest II SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Dixon, Inc., SageCrest Holdings Ltd., SCFR and SC Limited are part of a group of funds commonly known as SageCrest Funds. SageCrest II serves as the domestic fund within the SageCrest Funds. SCFR and SC Limited serve as the offshore funds within the SageCrest Funds. SC II directly on indirectly owns several special purpose entities that hold (directly or indirectly) specific investments investments of the SageCrest Funds, including a life insurance portfolio, specialty finance loans to third parties an real estate investments. SC Limited and SCFR are Bermuda exempted companies limited by shares and are not debtors in the Bankruptcy cases. SC Holdings is also a Bermuda exempted company limited by shares and is a wholly owned subsidiary of SC Limited and SCFR. SageCrest Finance is a Delaware limited liability company that was formed as a wholly owned subsidiary of SageCrest II on March 22, 2007. SageCrest Dixon is a special purpose entity within the SageCrest Funds that owns real property at 900 Dixon Road in Toronto, Canada, formerly the site of the Constellation Hotel. SageCrest Dixon is a wholly owned subsidiary of SageCrest Canada Holdings, Inc., which is a wholly owned subsidiary of SageCrest II. The Debtors primarily operate through through two lines of business: structured finance and real estate investment and development. SageCrest Finance and SageCrest II filed Chapter 11 petitions on August 17, 2008 (Bankr. D. Conn. Case Nos. 08-50755 and 08-50754), and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No. 08-50844), followed. The cases are jointly administered under Lead Case No. 08-50754. The Debtors estimate their assets at $100 million to $500 million. On October 7, 2008, the United States Trustee appointed a committee of equity security holders, including in its membership defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi- Asset Fund, LP. The Equity Committee is comprised of former investors in SageCrest II with all committee members claiming they redeemed their investments in that debtor. Asserting they are creditors -- and not equity holders -- of SageCrest II, both Topwater and Wood Creek resigned from the Equity Committee. Affiliate Antietam Funding LLC sought Chapter 11 bankruptcy protection (Bankr. D. Conn. 10-52523) on October 20. Antietam Funding LLC estimated assets of $50 million to $100 million and debts of $100 million to $500 million. Antietam's primary asset is a portfolio of life insurance investments. SAGECREST II: Deutsche Plan Outline Hearing Continued to Feb. 15 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut has continued to February 15, 2011, at 10:00 a.m., the hearing on the Disclosure Statement explaining the Joint Chapter 11 Plan of Liquidation for SageCrest II, LLC, et al., proposed by Deutsche Bank AG, as agent for B Structure Products, Inc. The hearing on the disclosure statement for the Deutsche Bank Plan is scheduled on the same day and time as the hearing on the Debtors' Chapter 11 Plan of Liquidation filed jointly with the Official Committee of Equity Security Holders. The Debtors and the Equity Committee had earlier filed a Joint Chapter 11 Plan of Liquidation, which calls for a liquidation of the Debtors' assets over four years. Under the Debtors' Plan, unsecured creditors will be paid in full, Deutsche Bank will be provided with property of the Debtors that the Debtors claim will be the indubitable equivalent of all or a portion of its claims and/or with a promissory note, and equity interests will retain 100% ownership of the Debtors. Deutsche Bank says that the Debtors' Joint Plan provides no information as to how the Debtors will fund such a lengthy liquidation, or when and if there will be cash available for distribution to creditors on a reasonable timetable. Deutsche Bank has adopted the core structure of the Debtors' Plan, which involves the establishment of and transfer of assets to SC Management, a new entity to be created under the Plan, which will liquidate substantially all of the Debtors' assets over roughly two (2) years and distribute the net proceeds to Holders and Allowed Interests according to the specific provisions of the Plan. Claims against the Debtors in Classes 3, 4, 5D, 6, 7, 8 and 9, and Interests in SageCrest Holdings, LLC (Class 10B), SageCrest II (Class 10C), and SageCrest Dixon, LLC (Class 10D) are impaired under Plan. Claims against the Debtors in Classes 1, 2, 5A, 5B and 5C, and Interests in SageCrest Finance, LLC (Class 10A), are not impaired under the Plan, and the Holders of those Claims and Interests and are conclusively presumed to have accepted the Plan and are thus not entitled to vote on the Plan. The Plan proposes the following treatment for the various claims and interests in the Debtors: Deutsche Bank Secured Claims under Class 3 will receive on the Effective Date of the Plan the DB Credit Agreement, which will be issued by SC Finance, SC II, SC Holdings, SCFR, SC Limited and SC Management in the principal amount of the asserted amount of the prepetition DB Secured Claims plus fees, costs, and default interest. The DB Credit Agreement will contain the terms set forth in Section 5.03 of the Plan and the term sheet attached as Exhibit C to the Plan. The Holder of the Allowed SageCrest Regal Secured Claim under Class 4 will receive from SC Dixon a Cash payment to the Allowed amount of such Claim within thirty (30) days after the later of a) the closing on a sale of the Collateral that secured the Allowed SageCrest Regal Secured Claim or (b) the Allowance Date with respect to such Claim. If the Allowed SageCrest Regal Secured Claim exceeds the value of the Collateral securing such Claim, then any deficiency will be treated as a Class 6D General Unsecured Claim against SC Dixon. Miscellaneous Secured Claims against SC Dixon under Class 5D will contain a separate subclass for each Miscellaneous Secured Claim against SC Dixon. T. Harris Environmental Management, Inc. under subclass 5D.1 will receive a Cash payment from SC Dixon in the amount of C$55,000, without interest, within thirty (30) days after the earlier of (A) the sale by SC Dixon of the Collateral that secures the Allowed Other Secured Claim held by Harris; (B) the refinancing of such Collateral by SC Dixon, or (C) the fifth (5th) anniversary of the Effective Date of the Plan. The Holder of an Allowed Miscellaneous Secured Claim against SC Dixon in Class 5D.2 will receive from SC Dixon, a Cash payment equal to the Allowed amount of such Claim within thirty (30) days after the later of (i) the closing on a sale of the Collateral that secures such Allowed Claim or (ii) the Allowance Date with respect to such Allowed Claim. Holders of Allowed General Unsecured Claims in Classes 6A , 6B, and 6C will receive interest at the Case Interest Rate from the Petition Date through the date such Allowed General Unsecured Claim is paid in full. After indefeasible payment in full in Cash of the DB Secured Claims other than that portion of the DB Secured Claims attributable to default interest, Cash payments will be made by the Plan Administrator in Classes 6A, 6B, and 6C, on a pro rata basis with payments to be made to Deutsche Bank on account of the DB Secured Default Interest claim from the Excess Cash Flow with respect to the preceding month. General Unsecured Claims against SC Dixon under 6D will receive from SC Dixon or SC Management a Cash payment equal to a pro rata share of the Cash, if any, derived from the liquidation of the Assets of SC Dixon after the satisfaction in full of Allowed Claims in Classes 4 and 5D. It is unlikely that any Cash will be available for distribution to Holders of Claims in Class 6D. In full satisfaction of the Allowed DB Guaranty Claim under Class 7, SC II will execute the DB Credit Agreement on the Effective Date of the Plan and SC II will be jointly and severally liable for all the objections arising under the DB Credit Agreement. After indefeasible payment in full in Cash of (a) the Deutsche Bank Secured Claim and (b) all Allowed Claims in 6A, 6B, and 6C, payments will be made by the Plan Administrator to Holders of Allowed Redemption Claims against SC II under Class 8 on a pro rata basis from the Excess Cash Flow Amount with respect to the preceding month. All Intercompany claims under Class 9 will be extinguished, canceled, discharged, and eliminated in full, Holders of Class 9 Claims will receive no distribution. A copy of the Disclosure Statement explaining the Joint Chapter 11 Plan of Liquidation proposed by Deutsche Bank is available for free at http://bankrupt.com/misc/SageCrestII.DeutscheBankDS.pdf About SageCrest II SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Dixon, Inc., SageCrest Holdings Ltd., SCFR and SC Limited are part of a group of funds commonly known as SageCrest Funds. SageCrest II serves as the domestic fund within the SageCrest Funds. SCFR and SC Limited serve as the offshore funds within the SageCrest Funds. SC II directly on indirectly owns several special purpose entities that hold (directly or indirectly) specific investments investments of the SageCrest Funds, including a life insurance portfolio, specialty finance loans to third parties an real estate investments. SC Limited and SCFR are Bermuda exempted companies limited by shares and are not debtors in the Bankruptcy cases. SC Holdings is also a Bermuda exempted company limited by shares and is a wholly owned subsidiary of SC Limited and SCFR. SageCrest Finance is a Delaware limited liability company that was formed as a wholly owned subsidiary of SageCrest II on March 22, 2007. SageCrest Dixon is a special purpose entity within the SageCrest Funds that owns real property at 900 Dixon Road in Toronto, Canada, formerly the site of the Constellation Hotel. SageCrest Dixon is a wholly owned subsidiary of SageCrest Canada Holdings, Inc., which is a wholly owned subsidiary of SageCrest II. The Debtors primarily operate through through two lines of business: structured finance and real estate investment and development. SageCrest Finance and SageCrest II filed Chapter 11 petitions on August 17, 2008 (Bankr. D. Conn. Case Nos. 08-50755 and 08-50754), and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No. 08-50844), followed. The cases are jointly administered under Lead Case No. 08-50754. The Debtors estimate their assets at $100 million to $500 million. On October 7, 2008, the United States Trustee appointed a committee of equity security holders, including in its membership defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi- Asset Fund, LP. The Equity Committee is comprised of former investors in SageCrest II with all committee members claiming they redeemed their investments in that debtor. Asserting they are creditors -- and not equity holders -- of SageCrest II, both Topwater and Wood Creek resigned from the Equity Committee. Affiliate Antietam Funding LLC sought Chapter 11 bankruptcy protection (Bankr. D. Conn. 10-52523) on October 20. Antietam Funding LLC estimated assets of $50 million to $100 million and debts of $100 million to $500 million. Antietam's primary asset is a portfolio of life insurance investments. SEALY CORP: Simon Brown Does Not Own Any Securities --------------------------------------------------- In a Form 3 filing with the Securities and Exchange Commission on January 12, 2011, Simon Brown, a director at Sealy Corp., disclosed that he does not own any securities of the company. About Sealy Corp. Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) -- http://www.sealy.com/-- is the largest bedding manufacturer in the world with sales of $1.5 billion in fiscal 2008. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), including SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns & Foster(R), and Bassett(R) brands. Sealy operates 25 plants in North America, and has the largest market share and highest consumer awareness of any bedding brand on the continent. In the United States, Sealy sells its products to approximately 3,000 customers with more than 7,000 retail outlets. The Company's balance sheet at Aug. 29, 2010, showed $964.88 million in total assets, $206.78 million in total current liabilities, $749.66 million in long-term obligations, $58.00 million in other liabilities, $875,000 in deferred income tax liabilities, and a stockholders' deficit of $95.43 million. Sealy carries 'B' local and issuer credit ratings from Standard & Poor's. SHARON LUGGAGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Sharon Luggage Ltd. 8000 Arrowridge Boulevard Charlotte, NC 28273 Bankruptcy Case No.: 11-30074 Chapter 11 Petition Date: January 13, 2011 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: T. Jonathan Adams, Esq. HAMILTON MOON STEPHENS ET AL. 201 South College Street, Suite 2020 Charlotte, NC 28244-2020 Tel: (704) 344-1117 Fax: (704) 344-1483 E-mail: jadams@lawhms.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/ncwb11-30074.pdf The petition was signed by H. Paul Steiger, president. SHUBH HOTELS DETROIT: Judge Dismisses Bankruptcy Case ----------------------------------------------------- The Wall Street Journal's Jeff Bennett reports that Detroit's Hotel Pontchartrain is heading for foreclosure after a Florida judge dismissed the hotel owner's bankruptcy proceeding. According to Mr. Bennett, Michael Popok, Esq., counsel to United Central Bank, owed millions by the hotel's former owner Shubh Hotels LLC, said the bank will likely foreclose on the property sometime in February. The Journal says barring an unexpected sale, the hotel will sit in limbo for six months until the title is transferred back to the bank. Mr. Popok said the bank wants to find a buyer as quick as possible. The Journal relates Shubh's attorney Susan Lasky, Esq., said assessors have pegged the property's value at $2 million. "Potentially it could be a great buy for somebody," she said. The 25-story Pontch was built in 1965. It was once a luxury landmark in Detroit. According to a prior report by Mr. Bennett, Shubh acquired the hotel in 2006, spent $35 million on renovations and reopened it in 2007 as the Sheraton Detroit Riverside Hotel. But Sheraton quickly withdrew its brand after Shubh stopped paying its franchise fees, according to court documents. By mid-2009, with the loss of its national brand and an economic crisis gripping Detroit, the Pontch struggled to pay its debt and staff and maintain services. Shubh Hotels Detroit, LLC, filed for Chapter 11 protection on October 21, 2010 (Bankr. S.D. Fla. Case No. 10-42163). Susan D. Lasky, Esq., at Susan D. Lasky, PA, in Wilton Manors, Florida, represents the Debtor. The Debtor estimated up to $50,000 in assets and debts of $10 million to $50 million in the Chapter 11 petition. SUVICHAR CORPORATION: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Suvichar Corporation dba Holiday Inn Express Hotel & Suites 11262 St. Augustine Road Jacksonville, FL 32257 Bankruptcy Case No.: 11-00250 Chapter 11 Petition Date: January 14, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Vinod M. Patel, president. SYNOVUS FINANCIAL: Cutting 850 Positions & 39 Bank Outlets ---------------------------------------------------------- Synovus Financial Corp. unveiled last week efficiency and growth initiatives intended to streamline operations, boost productivity, reduce expenses and increase revenue. The efficiency initiatives are expected to generate an estimated $100 million in annual expense savings by the end of 2012, with roughly $75 million of these savings to be realized in 2011. Additionally, Synovus expects to recognize in 2011 roughly $28 million in restructuring charges associated with these initiatives, including roughly $24 million during the first quarter of the year. According to the Company, the $100 million in annual expense savings will be achieved primarily through the reduction of roughly 850 positions during 2011 over Synovus' five-state footprint. Of these 850 positions, roughly 470 will be eliminated within 30 days and the substantial majority of the remaining positions will be eliminated during the second quarter of 2011. Synovus has already reduced its workforce by more than 300 positions during 2010. The total workforce reduction over the 18-month period ending December 31, 2011, will be roughly 1,150. The Company will also realize expense savings through the expected closing of 39 bank branches across Synovus' five-state footprint during the first half of 2011. As of December 31, 2010, total loans outstanding and deposits from the branches to be closed represented 1% and less than 4% of Synovus' total loans and deposits, respectively. Synovus has identified opportunities to consolidate service coverage within the remaining 283 branches, while continuing to provide customers with alternative banking locations within reasonable proximity of their current branch. The total revenue impact associated with the branch closures is expected to be minimal. According to the Company's Form 10-Q report for the September 30, 2010 quarter, filed in November, Synovus had 324 banking locations and total employee headcount of 6,257 at September 30, 2010. "While we have already taken many significant steps forward, our leadership team is determined to return Synovus to sustained profitability as soon as possible," Kessel D. Stelling, President and CEO of Synovus, said in a news statement. "We do not take lightly the decision to eliminate even one position, but we are confident that these are the right and necessary next steps to make our Company stronger for the long term." Mr. Stelling continued, "Our leadership team has completed an in- depth review of our entire organization, including our staffing model, to identify these efficiency initiatives and to best position our people and resources to meet customers' needs. We are committed to maintaining a strong presence and position of influence in the communities we serve, and ensuring our service levels remain high throughout this transition. This work is part of our ongoing effort to run our business more efficiently and provide optimal levels of customer service." In addition, one of Synovus' major areas of focus for revenue growth involves more strategically aligning bankers with targeted customer segments while leveraging the Company's long-time and strong commitment to local relationship banking. Commercial and industrial banking is a key component of Synovus' growth plans. The Company is already investing in additional expertise to lead its targeted segments, especially to strengthen its asset-based lending and treasury management offerings to small, middle and large market commercial customers, and has invested in new technology to enhance its treasury management product line and investment services, as well as reduce fraud risk. Synovus believes it is well positioned for growth within the C&I market because of its high-touch approach to service delivery and its deep ties to its communities. Complementing the Company's investment in bolstering its C&I growth, Synovus will continue its focus on streamlining and enhancing its product lines, especially for traditional retail, small business and professional services customers. Mr. Stelling concluded, "We are reshaping and improving service delivery so that every interaction and transaction throughout our 30 locally-branded, locally-managed bank divisions provides our retail and commercial customers with an unparalleled experience. We are confident in our belief that the initiatives outlined today will further strengthen our business model, enhance our customer relationships and grow our market share." About Synovus Columbus, Georgia-based Synovus Financial Corp. (NYSE: SNV) -- http://www.synovus.com/-- is a financial services company with $30 billion in assets based in Columbus, Georgia. Synovus provides commercial and retail banking, investment and mortgage services to customers in Georgia, Alabama, South Carolina, Florida and Tennessee. * * * As reported by the Troubled Company Reporter on August 4, 2010, Moody's Investors Service confirmed the ratings of Synovus Financial Corporation (subordinate debt at B3) and its subsidiary bank, Synovus Bank (standalone bank financial strength rating at D-; deposits at Ba3). The Company raised $1.15 billion in common equity in May 2010. As reported by the TCR on May 7, 2010, Standard & Poor's Ratings Services affirmed its counterparty credit rating on Synovus Financial Corp. at 'BB-' and the ratings on its banking subsidiaries at 'BB+/B'. The TCR on June 9, 2010, reported that Fitch Ratings has withdrawn its ratings on numerous banking subsidiaries of Synovus Financial Corporation following the company's multi-state charter consolidation into the Georgia-chartered Columbus Bank & Trust, Co., which has subsequently been renamed Synovus Bank. TAWK DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Tawk Development, LLC dba Falcon Landing c/o Gordon Silver Attn: Talitha B. Gray, Esq. 3960 Howard Hughes Parkway, 9th Floor Las Vegas, NV 89169 Bankruptcy Case No.: 11-10584 Chapter 11 Petition Date: January 14, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Talitha B. Gray, Esq. GORDON & SILVER, LTD. 3960 Howard Hughes Parkway, 9th Floor Las Vegas, NV 89169 Tel: (702) 796-5555 E-mail: athalrose@gordonsilver.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Michael S. Talbott, manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Principal Financial Group -- $711,710 Dept. 400 P.O. Box 14416 Des Moines, IA 50306-3416 Bart Walker -- $327,871 P.O. Box 35799 Las Vegas, NV 89133 Desert Inn Management -- $78,828 5067 Madre Mesa Drive, #2069 Las Vegas, NV 89108 Elliott, Lewis, Lleber & Stumpf, -- $47,530 Inc. Charles, Kane & Dye LLP -- $39,645 Dan Marx -- $21,391 Pro-Tect Security -- $20,425 Republic Services of Southern -- $7,112 Nevada Apartment Guide -- $5,976 NV Energy -- $3,235 Nevada Home Group -- $3,000 A-1 National Fire Co., Inc. -- $2,837 Las Vegas Valley Water District -- $2,815 Realty Pest Services -- $1,040 HD Supply Facilities -- $873 AkzoNobel -- $414 Cherokee Blind & Door -- $321 Southwest Gas -- $144 Mobile Carpet & Upholstery -- $50 BB&G Electric -- unknown TENSAR CORP: S&P Raises Corporate Credit Rating to 'CCC' -------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Alpharetta, Ga.-based Tensar Corp. to 'CCC' from 'CC'. At the same time, S&P raised the issue-level rating on TCO Funding Corp.'s revolving credit facility and first-lien term loan to 'B-' from 'CCC+', two notches higher than the corporate credit rating, and raised the recovery rating to '1' from '2', indicating S&P's expectation of very high recovery (90% to 100%) in the event of a payment default. The rating outlook is developing. All ratings on TCO Funding Corp. were removed from CreditWatch, where they were placed with developing implications on Nov. 19, 2010. "The rating actions reflect the completion of Tensar's balance sheet restructuring and the reduction of approximately $97 million of debt," said Standard & Poor's credit analyst Megan Johnson. "Specifically, Tensar Corp. paid down approximately $16 million of first-lien term loan debt held at TCO Funding Corp." In addition, Tensar reduced its payment-in-kind (PIK) debt at TCH Funding Corp. by approximately $81 million, through the redemption of $26 million of the PIK notes for cash and conversion of $55 million of the PIK debt into equity, which were unrated by Standard & Poor's and held at an unrated entity. However, despite this reduction in debt, Tensar faces significant maturities in 2012, when it must begin to make amortization payments of $40 million per quarter on its first-lien term loan debt that matures in October 2012. In addition, Tensar's new $27 million revolving credit facility matures in April 2012. The rating also takes into account the covenants that govern Tensar's restructured credit agreement, which allow for 15% headroom. The 'CCC' rating reflects what S&P considers to be the combination of Tensar's vulnerable business risk profile, influenced by its exposure to cyclical construction markets and its narrow product offering dedicated primarily to site development work, and its highly leveraged financial risk profile; post restructuring, Tensar will have about $330 million in reported debt. Tensar's primary business is the manufacturing and marketing of polyethylene and polypropylene-based structural materials that stabilize soil, provide building and roadway foundation support, and control erosion, with a majority of earnings generated from the sale of structural "geogrids" for soil stabilization and pavement support. Tensar faces competition from a host of alternative products, including such traditional construction materials as aggregates, earth fill, asphalt, concrete, and other plastic geo-textile solutions. The developing rating outlook is based on S&P's view that a refinancing of Tensar Corp.'s capital structure over the next 12 months will need to occur given that large amortization payments on the Company's first-lien term loan begin in the first quarter of 2012. S&P could potentially raise the ratings if restructuring either successfully reduces leverage or pushes out maturities. Conversely, S&P could lower the ratings if the Company is unable to reach a refinancing agreement with its lenders prior to the first quarter of 2012. In addition, S&P would consider a downgrade if operating performance is worse than S&P expects, which could lead to a potential covenant breach. TERRESTAR NETWORKS: Proposes to Extend Time to Remove Actions ------------------------------------------------------------- TerreStar Networks, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend the period within which they may remove civil actions pursuant to Section 1452 of the Judiciary and Judicial Procedure and Rule 9027 of the Federal Rules of Bankruptcy Procedure. Section 1452(a) provides: "A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title." Rule 9027(a)(2) further provides, in pertinent part: "If the claim or cause of action in a civil action is pending when a case under the [Bankruptcy] Code is commenced, a notice of removal may be filed in the bankruptcy court only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under Section 362 of the [Bankruptcy] Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief." Accordingly, the Debtors currently have until January 17, 2011, to file notices of removal for the civil actions. The Debtors aver that as of the Petition Date, they were party to at least one significant civil action, which is subject to removal. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, tells the Court that since the commencement of their Chapter 11 cases and in light of the case's expedited timeline, the Debtors have worked diligently on a number of critical matters and as result, have not had sufficient time to consider whether to remove the Civil Action. Mr. Dizengoff specifies that as of the Petition Date, the Debtors and their professionals have focused on, among other things: a. obtaining interim and final approval of the Debtors' postpetition debtor-in-possession financing agreement; b. preparing the Debtors' schedules of assets and liabilities and statements of financial affairs, which is a time- consuming undertaking given the Debtors' complexity and limited personnel; c. responding to due diligence requests of the Official Committee of Unsecured Creditors; d. drafting and filing the TSN Debtors' disclosure statement and its various amendments and responding to objections; e. drafting and filing the backstop commitment agreement and responding to objections thereto; f. drafting and filing the proposed plan of reorganization of the TSN Debtors; and g. concurrently with the drafting, filing and prosecution of the proposed plan of reorganization, conducting a comprehensive and robust marketing process in an effort to sell or lease any or all of the TSN Debtors' assets. The proposed extension of the action removal period will enable the Debtors to make decisions concerning removal, if appropriate, Mr. Dizengoff asserts. On the contrary, if the extension is not granted, the Debtors believe they will not have sufficient time to consider adequately whether removal of the Civil Action is necessary and the result could hinder their ability to prosecute successfully their Chapter 11 cases. Mr. Dizengoff further points out that the Court may extend the Actions Removal Period pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy Procedure, which provides that: "When an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion . . . with or without motion or notice order the period enlarged if the request therefore is made before the expiration of the period originally prescribed or as extended by a previous order." The rights of any party to the Civil Action will not be prejudiced by an extension of the Action Removal Period, Mr. Dizengoff maintains. He explains that inasmuch as Section 362(a) of the Bankruptcy Code automatically stays actions against the Debtors, the Civil Action will not be proceeding in its court with respect to the Debtors without the Bankruptcy Court's authority. Moreover, if the Debtors ultimately seek to remove any action pursuant to Bankruptcy Rule 9027, any party to the litigation can seek to have that action remanded, Mr. Dizengoff points out. For these reasons, the Debtors ask the Court to grant their extension request. The Debtors intend to present the extension request to the Court on January 27, 2011, at 12:30 p.m. prevailing Eastern time. 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: Sets Timetable for Alternative Proposals ------------------------------------------------------------ Daniella S. Golshani, a senior project manager employed by The Garden City Group, Inc., certified that she caused the publication of a "Notice of Filing of Sales and Marketing Process Letter and the Sales and Marketing Process Letter" in the national edition of The Wall Street Journal on December 29, 2010. The Letter discloses key dates intended to provide guidance to interested parties who are considering proposals for an alternative transaction for the sale or lease of any or all of the assets of TerreStar Networks Inc. and its debtor affiliates. The Key Dates indicated are: Dec. 6, 2010 to Jan. 25, 2011 Time period for conduct of management meetings and due diligence Jan. 25, 2011 Due date for non-binding letter of intent Feb. 2, 2011 Due date for Binding Commitments, with minimal conditions or contingencies (e.g., no financing or diligence "outs") Feb. 7, 2011 Deadline for delivery of full (noon) documentation regarding the potential alternative transaction, inclusive of terms of a replacement DIP Facility In order for the TSN Debtors to proceed, any Alternative Transaction must be deemed of greater value than the value which will result from Joint Plan of Reorganization proposed by the TSN Debtors, which plan is premised on a $1.215 billion enterprise valuation. The Letter was previously attached as Exhibit K to the Disclosure Statement of the TSN Debtors' Plan. A full-text copy of the Letter is available for free at: http://bankrupt.com/misc/TSNSalesLetter.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 Tap Ernst & Young as Auditors ------------------------------------------------------------- TerreStar Networks Inc. and its units sought and obtained the Bankruptcy Court's authority to employ Ernst & Young LLP as auditors for TerreStar Networks Inc., TerreStar National Services, TerreStar License, 0887729 B.C., TerreStar Holdings and TerreStar Canada or the "TSN Debtors" nunc pro tunc to the Petition Date. The TSN Debtors note that they have previously employed Ernst & Young to provide auditing services and thus, the firm is familiar with their business affairs to the extent necessary for the scope of the firm's proposed and anticipated services. As auditors, Ernst & Young is expected to provide these services to the TSN Debtors: -- audit and report on the consolidated financial statements of TerreStar Networks, Inc. for the year ended December 31, 2010; and -- perform the Audit Services for each of TSN's subsequent fiscal years until termination of the engagement or upon the effective date of TSN's confirmed plan of reorganization, or liquidation of TSN's assets, under Chapter 11 or 7 of the Bankruptcy Code, or otherwise. The Debtors will pay Ernst & Young for the auditing services based on the firm's hourly rates, which are: Partners $350 Senior Managers $290 Managers $225 Seniors $175 Staff $120 Fees for any special audit-related projects, like proposed business combinations or research or consultation on special business or financial issues, will be billed separately from Ernst & Young's usual fees, subject to the Court's approval and the subject of other written agreements. In addition to the hourly rates, the Debtors will also reimburse Ernst & Young for any expenses incurred by the firm in connection with its retention in the Debtors' Chapter 11 cases and the performance of the contemplated auditing services. Gregory Kuykendall, a partner at Ernst & Young, assures the Court that his firm is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. 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) TOWNSENDS INC: Committee Seeks to Hire JH Cohn as Advisor --------------------------------------------------------- The Official Committee of Unsecured Creditors of Townsend Farms, Inc., et al., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to retain J.H. Cohn LLP as its financial advisor, nunc pro tunc to December 29, 2010. JH Cohn will be paid in accordance to its hourly professional charges and reimbursed for applicable expenses. The Creditors Committee believes JH Cohn does not hold or represent any interest adverse to the Debtors, their estates or creditors, and is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. On the Net: http://www.jhcohn.com/ About Townsends Inc. Georgetown, Delaware-based Townsends, Inc. -- fka Townsend Speciality Foods -- filed for Chapter 11 bankruptcy protection on December 19, 2010 (Bankr. D. Del. Case No. 10-14092). Affiliates Townsend Farms, Inc (Bankr. D. Del. Case No. 10-14093), Townsends of Arkansas, Inc. (Bankr. D. Del. Case No. 10-14094), Townsend Farms of Arkinsas, Inc. (Bankr. D. Del. Case No. 10- 14095), and CrestwoodFamrs LLC (Bankr. D. Del. Case No. 10-14096) filed separate Chapter 11 petitions. The bankruptcy cases are jointly administered, with Townsends, Inc., as the lead case. Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves as the Debtors' bankruptcy counsel. Donlin, Recano & Company, Inc., is the Debtors' claims, noticing and balloting agent. In its Chapter 11 petition, Townsends, Inc., estimated assets of $10 million to $50 million and debts of $50 million to $100 million. As of December 5, 2010, the Debtors disclosed $131 million in total assets and $127 million in total debts. TOWNSENDS INC: Committee Seeks to Hire Lowenstein as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors in the bankruptcy cases of Townsends, Inc., et al., seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Lowenstein Sandler PC as its counsel, effective December 29, 2010. Lowenstein Sandler's services will include: * providing legal advice as necessary with respect to the Creditors' Committee's powers and duties as an official committee appointed under Section 1102 of the Bankruptcy Code; * assisting the Creditors' Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, potential claims, and any other relevant matters, to the sale of assets or to the formulation of a plan of reorganization; * participating in the formulation of a Plan; * providing legal advice as necessary with respect to any disclosure statement and Plan filed in this case and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a Plan; * preparing on behalf of the Creditors' Committee, as necessary, applications, motions, complaints, answers, orders, agreements and other legal papers; * appearing in Court to present necessary motions, applications, and pleadings, and otherwise protecting the interests of those represented by the Creditors' Committee; * assisting the Creditors' Committee in requesting the appointment of a trustee or examiner, should it be necessary; and * performing other legal services as may be required and that are in the best interests of the Creditors' Committee and creditors. Lowenstein Sandler will be compensated on an hourly basis and reimbursed of actual and necessary expenses incurred in accordance with the ordinary and customary rates in effect on the date the services are rendered. The firm's current hourly rates are: Members (principals) of the firm $440 - $825 Senior Counsel $390 - $575 Counsel $340 - $575 Associates $235 - $450 Paralegals and Assistants $145 - $215 The hourly rates are subject to periodic adjustments, generally on July 1st of each year, to reflect economic and other conditions. To the best of the Creditors' Committee's knowledge, Lowenstein Sandler is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code, and does not hold or represent any interest adverse to the Creditors' Committee with respect to the matters upon which it is to be employed. On the Net: http://www.lowenstein.com/ About Townsends Inc. Georgetown, Delaware-based Townsends, Inc. -- fka Townsend Speciality Foods -- filed for Chapter 11 bankruptcy protection on December 19, 2010 (Bankr. D. Del. Case No. 10-14092). Affiliates Townsend Farms, Inc. (Bankr. D. Del. Case No. 10- 14093), Townsends of Arkansas, Inc. (Bankr. D. Del. Case No. 10- 14094), Townsend Farms of Arkinsas, Inc. (Bankr. D. Del. Case No. 10-14095), and CrestwoodFamrs LLC (Bankr. D. Del. Case No. 10- 14096) filed separate Chapter 11 petitions. The bankruptcy cases are jointly administered, with Townsends, Inc., as the lead case. Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves as the Debtors' bankruptcy counsel. Donlin, Recano & Company, Inc., is the Debtors' claims, noticing and balloting agent. In its Chapter 11 petition, Townsends, Inc., estimated assets of $10 million to $50 million and debts of $50 million to $100 million. As of December 5, 2010, the Debtors disclosed $131 million in total assets and $127 million in total debts. TOWNSENDS INC: Sec. 341 Creditors' Meeting Set for Feb. 7 --------------------------------------------------------- The Office of the U.S. Trustee for Region 3 has scheduled a meeting of creditors pursuant to Section 341(a) of the Bankruptcy Code for the bankruptcy case of Townsends, Inc., to be held on February 7, 2011, at 1:00 p.m. The creditors' meeting will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112. About Townsends Inc. Georgetown, Delaware-based Townsends, Inc. -- fka Townsend Speciality Foods -- filed for Chapter 11 bankruptcy protection on December 19, 2010 (Bankr. D. Del. Case No. 10-14092). Affiliates Townsend Farms, Inc (Bankr. D. Del. Case No. 10-14093), Townsends of Arkansas, Inc. (Bankr. D. Del. Case No. 10-14094), Townsend Farms of Arkinsas, Inc. (Bankr. D. Del. Case No. 10- 14095), and CrestwoodFamrs LLC (Bankr. D. Del. Case No. 10-14096) filed separate Chapter 11 petitions. The bankruptcy cases are jointly administered, with Townsends, Inc., as the lead case. Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves as the Debtors' bankruptcy counsel. Donlin, Recano & Company, Inc., is the Debtors' claims, noticing and balloting agent. In its Chapter 11 petition, Townsends, Inc., estimated assets of $10 million to $50 million and debts of $50 million to $100 million. As of December 5, 2010, the Debtors disclosed $131 million in total assets and $127 million in total debts. TRANSFIELD ER: Judge Recognizes Foreign Bankruptcy -------------------------------------------------- American Bankruptcy Institute reports that Transfield ER Cape Ltd. has gained final protection of its U.S. assets over the life of its British Virgin Islands bankruptcy through recognition of its foreign main proceeding. About Transfield ER Transfield ER Cape Ltd., an operator of bulk cargo ships liquidating in British Virgin Islands courts, sought protection from claims and lawsuits in the United States by filing a Chapter 15 petition in Manhattan (Bankr. S.D.N.Y. Case No. 10-16270). Casey McDonald, Bob Yap Cheng Ghee and Patrick Cowley, as foreign representatives, filed the Chapter 15 petition. James H. Power, Esq., at Holland & Knight, LLP, in New York, serves as counsel to the foreign representatives. The Debtor has assets of $273.1 million and liabilities of $432 million, according to its financial statements. TRIBUNE CO: Proposes to Use Examiner Report at Plan Hearing ----------------------------------------------------------- Tribune Company and its debtor affiliates ask Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to approve a stipulation regarding the use of the report of Kenneth Klee, the Court-appointed Examiner, at the confirmation hearing scheduled on March 7, 2011. In connection with the Court's approval of the Discovery and Scheduling Order for the Plan Confirmation, the issue of the use of the Examiner's Report at the Confirmation Hearing was raised. The proponents or co-proponents of the three plans of reorganization that have been filed in connection with the Debtors' cases sought additional time to consider the issue. According to the Debtors, the parties have had an opportunity to engage in discussions and each of the Parties agrees that the Examiner's Report should be available for use at the Confirmation Hearing. In particular, the stipulation provides that: (a) The opinions expressed by the Examiner regarding the law or the facts will be admissible for all purposes to the same extent as the opinions testified to by an expert witness under the Federal Rules. The Examiner's Opinions will not be binding on the Court or other parties, nor will there be any presumption of correctness attributed to those opinions. (b) "Statements of Historical Facts" contained in the Examiner's Report will be admissible for all purposes and will be presumed to be correct, unless disputed. In general, the Stipulation provides that "Statements of Historical Facts" means facts which are capable of being verified by reference to documents or deposition or interview testimony cited by the Examiner. The Stipulation specifies an orderly procedure whereby, between January 10 and January 21, the parties can jointly identify those portions of the Examiner's Report that constitute Statements of Historical Facts and any party may dispute those Statements. (c) The documents and transcripts relied upon by the Examiner will be deemed authentic. Subject to any further stipulations or orders of the Court, all other objections to the introduction into evidence or use of those documents and transcripts are preserved. (d) The Stipulation will apply only to the Confirmation Hearing. To the extent there are further proceedings with regard to the causes of action arising from Tribune's 2007 leveraged buyout, all parties' rights regarding the admissibility of any part of the Examiner's Report are reserved. Plan Schedule The Honorable Kevin J. Carey has scheduled a hearing for 10:00 a.m. on March 7, 2011, to consider confirmation of one of the three plans of reorganization proposed for Tribune Company and certain of its subsidiaries in its chapter 11 proceeding. Judge Carey approved a General Disclosure Statement and three Specific Disclosure Statements describing the competing plans on Dec. 9, 2010. The competing plans before the Court are proposed by: (1) Tribune Company and its debtor affiliates, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.; (2) Aurelius Capital Management, LP, Deutsche Bank Trust Company Americas, Law Debenture Trust Company of New York, and Wilmington Trust Company; and (3) King Street Acquisition Company, LLC, King Street Capital, LLP and Marathon Asset Management, L.P. Jan. 28, 2011, is the deadline for creditors to cast their ballots to accept or reject the Plans. Confirmation objections must be filed and served by Feb. 15, 2011. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wants Protection of Waiver of Atty.-Client Privilege ---------------------------------------------------------------- Pursuant to Rule 502(d) of the Federal Rules of Evidence, Tribune Co. and its units ask the Bankruptcy Court to enter an order providing for certain protections against waiver of the attorney- client privilege and work product doctrine in connection with the production of documents and information in connection with the confirmation hearing. A hearing on the possible confirmation of the plans of reorganization proposed for the Debtors is scheduled to commence on March 7, 2011. In connection with the Court's consideration and approval of the Discovery and Scheduling Order for the Plan Confirmation, the issue of waiver of privilege and work product protection with respect to the production of documents or other information in connection with the Confirmation Hearing was raised by the proponents or co-proponents of the plans of reorganization. As the discovery process proceeds, parties will request certain documents and information relating to confirmation of a plan, says James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois. The Debtors wish to retain the attorney-client privilege and work product protection over those information in the event of disclosure, he tells the Court. Pursuant to Rule 502, a federal court may order that disclosure of attorney-client privileged or product protected information does not waive the privilege or protection. In light of the size and magnitude of the pending cases and the volume of disclosure that can therefore reasonably be expected, the Debtors believe that it would be prudent and beneficial to the administration of their estates to obtain an order affording parties the protection of Rule 502(d). The proposed order submitted by the Debtors provides, among other things, that: (a) If, in response to a document request, deposition notice, or document or deposition subpoena served in connection with the Confirmation Hearing, any person produces documents or other information to any other person and the Responding Party thereafter concludes that those documents or other information were subject to a claim of privilege or work product protection prior to being produced to the Requesting Party, pursuant to Rule 502(d) the disclosure of those documents or information to the Requesting Party will not constitute or be deemed to be a waiver or forfeiture of any claim of attorney-client privilege or work-product protection that the Responding Party would otherwise be entitled to assert with respect to the documents or other information in question, either in connection with the Confirmation Hearing or in any other Federal or State proceeding; and (b) If the Responding Party notifies the Requesting Party in writing that the Responding Party is asserting privilege or work product protection for documents previously provided to the Requesting Party, the Requesting Party will, within five business days of receipt of that writing, at the Responding Party's election, either return to the Responding Party or destroy all copies of documents covered by that claim of privilege or work product, and will advise the Responding Party in writing that it has done so. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Parties File Plan- & LBO-Related Discovery Requests --------------------------------------------------------------- In connection with the confirmation of the plans of reorganization filed in the Chapter 11 cases of Tribune Co. and its units and the pending dispute regarding claims and causes of action related to the 2007 leveraged buyout, several parties-in-interest filed requests for discovery and production of documents. Among those parties who served and were served with the discovery requests are: * Debtors * Official Committee of Unsecured Creditors * Wells Fargo Bank, N.A., as Administrative Agent under the Bridge Credit Agreement, * JPMorgan Chase Bank, N.A., * Bank of America, N.A., * Merrill Lynch Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith Inc. * Aurelius Capital Management, LP, * Citigroup * Angelo, Gordon & Co., L.P., * Oaktree Capital Management, L.P., * Citicorp North America, Inc., * Citigroup Global Markets Inc., * Buena Vista Television * Law Debenture Trust Company of New York * Deutsche Bank Trust Company Americas * Centerbridge Partners, LLP * Anchorage Advisors, L.L.C. * Avenue Investments, LP, Avenue Special Situations Fund IV, L.P., Avenue CDP Global Opportunities Fund L.P. (US), Avenue International Master, LP (Master), and Avenue Special Situations Fund V, L.P. * Contrarian Funds LLC * CVI GVF (Lux) Master S.a.r.l. * GoldenTree Asset Management, LP, GoldenTree Credit Opportunities Financing I, Limited, GoldenTree 2004 Trust, GoldenTree Leverage Loan Master Fund, Ltd., GoldenTree Credit Opportunities Second Financing, Limited, GoldenTree MultiStrategy Subsidiary, LLC, GoldenTree MultiStrategy Financing, Limited, and GN3 SIP Limited * Goldman Sachs Loan Partners * Knighthead Master Fund, L.P. and LMA SPC for and on behalf of MAP84 Segregated Portfolio * Luxor Capital Group, LP * Mason Capital Management, LLC, on behalf of itself and as investment manager * Special Situations Investing Group, Inc. * Thracia LLC * Varde Investment Partners, L.P. * Viking Global Equities LP, Viking Global Equities II LP, and VGE III Portfolio Ltd. * Canyon Capital Advisors, LLC * Franklin Floating Rate Master Series, Franklin Floating Rate Daily Access Fund, Franklin Templeton Series II Funds Franklin Rate II Fund, Blue Shield of California, FT Opportunistic Distressed Funds Ltd., Franklin Strategic Series Franklin Strategic Income Fund, Templeton Global Investment Trust Templeton Income Fund, Franklin Strategic Income Fund (Canada), Franklin Templeton Variable Insurance Products Trust Franklin Strategic Income Securities Fund, and Franklin Total Return Fund * McCarter & English, LLP Recently, counsel for Aurelis and JPMorgan exchanged letters regarding the discovery requests. Aurelis' counsel, Deborah Newman, Esq., at Akin Gump Strauss Hauer & Feld LLP, told Judge Kevin J. Carey that the letter sent by Benjamin Kaminetzky, Esq., at David Polk & Wardwell LLP, counsel to JP Morgan, suggests that Aurelius's discovery demands are designed to delay the confirmation hearing scheduled for March 7, 2011. Ms. Newman clarified that Aurelius only targeted discovery aimed at eliciting information bearing on the issues to be determined at confirmation. That discovery, she noted, includes six document requests regarding the 2007 leveraged buyout transaction, with each document seeking information that has not previously been produced. Ms. Newman also asserted that JPMorgan's refusal to meet and confer with Aurelius prior to sending its letter is a direct violation of the Court's case management order and an unnecessary drain on judicial and party resources. While it may be the case that JPMorgan and Aurelius will ultimately be unable reach consensus regarding JPMorgan's search protocol, the issues currently raised in JPMorgan's letter simply are not ripe for judicial consideration, Ms. Newman maintains. Having reviewed the January 4 letter from Mr. Kaminetzky on behalf of JP Morgan, and the response thereto by the January 6 letter from Ms. Newman on behalf of Aurelius Capital; and the January 7 letter from James Johnston on behalf of certain clients who are not plan proponents, the Court: (a) directed the parties to each dispute to meet and confer in an attempt to resolve those disputes; and (b) scheduled a telephonic hearing for the parties to report to the Court the results of their "meet and confer." In a letter dated January 9, Sheron Korpus, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, counsel to Law Debenture Trust Company of New York, responded to Mr. Johnston's January 7 letter with respect to 12 subpoenas issued by Law Debenture to certain clients of Hennigan, Bennett & Dorman LLP in connection with discovery related to the plan confirmation process. The parties said that on January 4 they held a meet and confer. Mr. Korpus related that during the call, Law Debenture indicated that it was willing to negotiate the scope of the subpoenas. HBD, however, maintained the position that the Non-Proponent Credit Agreement Lenders should be exempt from any discovery because they are not sources of relevant information for the March 7 confirmation hearing as they are not proponents of a plan and have not directly participated in the Debtors' cases. According to Mr. Korpus, the NPCALS' refusal to comply with discovery because they only possess a limited amount of relevant information is not only baseless but irreconcilable with the facts. Mr. Korpus told the Court that Law Debenture remains willing to discuss the Subpoenas further with NPCALS' counsel, but given their categorical refusal to produce any documents whatsoever, Law Debenture is grateful that the Court has scheduled a hearing to advance this matter. Noteholders Seek Court Intervention In a letter dated January 7, David M. Zensky, Esq., at Akin Gump Strauss Hauer & Feld LLP, on behalf of Aurelius, Deutsche Bank, Law Debenture, and Wilmington Trust -- or the Noteholder Plan Proponents -- sought the Court's intervention with respect to certain key objections to discovery raised by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo Gordon & Co., L.P., and JP Morgan Chase Bank, N.A. The documents and communications in dispute relate to the negotiations that resulted in the proposed settlement of the leveraged buyout-related claims that forms the cornerstone of the Debtor/Committee/Lender Plan. According to Mr. Zensky, the parties have met and conferred in good faith regarding the matter, but are at an impasse. Mr. Zensky related that the Noteholders have sought in discovery, among other things, information relating to the parties' discussions concerning the strength of LBO-related claims, negotiations respecting the Settlement through the filing of the final Plan, negotiations resulting in the plan of reorganization filed with the Court on April 12, 2010, and any other discussions concerning the potential resolution of the LBO-related claims. Mr. Zensky clarified that the function of the Settlement Discovery is not to obtain admissions from the senior lenders to prove liability on the merits of the claims should the settlement be rejected, but instead to assess the alleged arms' length nature of the negotiations and the degree to which the Debtors and the Committee properly acquitted themselves as estate fiduciaries seeking to maximize recoveries for non-LBO lenders. Nevertheless, Mr. Zensky told the Court, all of the proponents of the Plan have objected to Settlement Discovery on three grounds: the Depository Order, the Mediation Order and Federal Rule of Evidence 408. The Depository Order provides that any oral or written communications made in connection with efforts to settle the LBO- related claims and designated as a "Settlement Communication" may not be disclosed outside of settlement discussions and may not be introduced at trial. The Mediation Order provides that all discussions by the Mediation parties relating to the Mediation, and all correspondence, offers, and counteroffers produced for or as a result of the Mediation, will not be admissible for any purpose in any judicial proceeding. The parties have met and conferred regarding the Settlement Discovery and exchanged various proposed stipulations, but have been unable to come to an agreement. The Noteholders have proposed that the parties exchange full Settlement Discovery except for private communications with the Mediator. The Plan Proponents have suggested that Settlement Discovery occurring after September 1, 2010 should remain wholly precluded by the Mediation Order with the exception of communications exchanged on days other than the dates on which a mediation session was held, unless those communications reflect discussions, offers, counter-offers, or agreements occurring on a mediation date, in which case discovery would also be foreclosed. The Noteholders believe that any limited or partial disclosure of the negotiations is patently unfair and should be rejected. DCLPP Responds In a letter dated January 11, James F. Bendernagel Jr., Esq., at Sidley Austin LLP, counsel to the Debtor/Committee/Lender Plan Proponent Group, asks the Court to enter an order embodying the DCLPP Group's proposal and reject the Noteholder's request. Mr. Bendernagel asserts that the DCLPP Group's proposal accommodates and respects the strong policy in favor of court ordered mediation, and that it is only by enforcing the confidentiality provisions of the mediation rules and the reasonable expectations of the parties that the Court can further this policy. "If parties were required to disclose the contents of core mediation communications or otherwise be precluded from presenting evidence as to the process and result of mediation, parties would be loath to engage in mediation, thereby undermining the vitality of the process," Mr. Bendernagel says. The DCLPP Group proposes that these documents or communications be protected from discovery: -- written or oral communication between a Mediation Party and Judge Gross; -- written or oral communication between or among Mediation Parties concerning the Mediation to the extent those communications were exchanged on any Mediation Day; -- written or oral communications reflecting the substance of any discussions between or among Mediation Parties on a Mediation Day or documenting any offers or counter-offers exchanged or agreements reached on a Mediation Day; and -- written or oral communications between Judge Gross and the Examiner or the Examiner's professionals concerning the Mediation. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TWISS COLD: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Twiss Cold Storage, Inc. 1501 Lake Avenue, S.E. Largo, FL 33771 Bankruptcy Case No.: 11-00528 Chapter 11 Petition Date: January 14, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: David W. Steen, Esq. DAVID W STEEN, P.A. 13902 N. Dale Mabry Highway, Suite 110 Tampa, FL 33618 Tel: (813) 251-3000 Fax: (813) 251-3100 E-mail: dwsteen@dsteenpa.com Estimated Assets: $100,001 to $500,000 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/flmb11-00528.pdf The petition was signed by Ernest P. Twiss, president. UNITED WESTERN: Extends JPM Forbearance Pact Until Feb. 15 ---------------------------------------------------------- United Western Bancorp, Inc. and Equi-Mor Holdings, Inc., a direct subsidiary of the Company, entered into that certain Sixth Forbearance and Amendment Agreement with JPMorgan Chase Bank, N.A. on January 10, 2011. The terms of the Sixth 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 Sixth Forbearance Disclosed Defaults provided the Company and the Pledgor satisfy all obligations set forth in the Sixth Forbearance Agreement and the Loan Documents until the earlier of: (i) the end of business on February 15, 2011; or (ii) the occurrence of a default, other than the Sixth Forbearance Disclosed Defaults, under any of the Loan Documents, the Sixth Forbearance Agreement or any other agreement required to be entered into by the Sixth 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 such investment agreement providing for the investment by such anchor investors of no less than $91 million and collectively, an investment of approximately $200 million of new money capital in the Company. As previously reported by the Company on Form 8-K filed with the Securities and Exchange Commission on October 29, 2010, the Company entered into an investment agreement on October 28, 2010 with Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., Lovell Minnick Equity Partners III LP and Lovell Minnick Equity Partners III-A LP, Legent Group, LLC and Henry C. Duques. Pursuant to the Investment Agreement, the Company will seek to raise in the aggregate at least $200,000,000 but not more than $205,000,000, and the Lead Anchor Investors will each purchase 117,500,000 shares of common stock, par value $0.0001 per share, of the Company for $0.40 per share, for a total investment of $94,000,000. The Legent Group will purchase 7,500,000 shares of Common Stock for $0.40 per share, for a total investment of $3,000,000, and Duques will purchase 15,000,000 shares of Common Stock for $0.40 per share, for a total investment of $6,000,000. In addition, each Anchor Investor will each receive warrants to purchase 10.0% of the number of shares of Common Stock that they purchased under the Investment Agreement. The terms of the Sixth Forbearance Agreement also provide that the Company will pay JPMorgan monthly interest payments for the months of November and December of 2010 and January of 2011; provided, however, that the Sixth Forbearance Interest Payments are subject to the Company's prior receipt of the written non-objection of the Office of Thrift Supervision. In addition, the terms of the Sixth Forbearance Agreement provide that the Company will cause the proceeds of any Stated Capital Raise to be used, first and foremost, to pay off all the Liabilities the Company owes to JPMorgan under the Loan Documents, provided, however, that the Liabilities under the Loan Documents shall be deemed to be fully satisfied if: (A) on or before February 15, 2011, the Company pays to JPMorgan an amount from the proceeds of the Stated Capital Raise equal to the sum of: (i) $10,562,500, (ii) all accrued but unpaid interest due under the Loan Documents and (iii) all other fees, costs and expenses due under the Loan Documents and (B) no Forbearance Default occurs prior to receipt of the Capital Proceeds Payment. The payment by the Company of the Capital Proceeds Payment to JPMorgan is subject to the Company's prior receipt of the written non-objection of the OTS. 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 had $2.21 billion in assets and debts of $2.1 billion as of June 30, 2010. U.S. EAGLE: Gets Court's Interim Okay to Use Cash Collateral ------------------------------------------------------------ U.S. Eagle Corporation, et al., sought and obtained interim authorization from the Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral until January 23, 2011. As of the Petition Date, the Debtors owed $16 million to Comerica Bank pursuant to a Credit Agreement dated March 5, 2006, as amended on March 27, 2007, November 30, 2007, November 14, 2008 and February 12, 2010, and two separate Secured Real Estate Loans respecting (a) 2180 Pama Lane, Las Vegas, Nevada and (b) 6680 Surrey Street, Las Vegas, Nevada. S. Jason Teele, Esq., at Lowenstein Sandler PC, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/US_EAGLE_budget.pdf As adequate protection for the Debtors' use of cash collateral, the Debtors will (i) grant Comerica Bank a postpetition security interest in and replacement lien upon all present and future real and personal property of the Debtors' estates; (ii) maintain and insure the post-petition collateral in accordance with the requirements of the credit agreement and mortgages; (iii) provide Comerica Bank a list of all depository institutions at which it maintains any of its deposit accounts together with a list of account numbers; and (iv) reimburse Comerica Bank for its reasonable attorneys' fees and costs within 10 business days of the submission of an invoice by Comerica Bank. To the extent that the adequate protection provided fails to protect Comerica Bank against any diminution in the value of Comerica Bank's interests, Comerica Bank will be entitled to an administrative expense claim with priority over any and all other administrative expense claims. The Court has set a final hearing for January 21, 2011, at 2:00 p.m. on the Debtors' request to use the cash collateral. About U.S. Eagle Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents traffic control related equipment, as well as trench shoring equipment and steel plates primarily in California, Nevada, and Arizona. It designs and distributes golf course maintenance products to customers located principally in the United States. It also owns certain parcels of commercial real estate in Nevada and California and rents them under a long term operating lease of real property located in Trenton, New Jersey. U.S. Eagle filed for Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. D. N.J. Case No. 11-10392). Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on January 6, 2011. VALENCE TECHNOLOGY: Extends Maturity of iStar Loan by 1 Year ------------------------------------------------------------ On January 11, 2011, Valence Technology, Inc., entered into an Amendment No. 3 to Loan and Security Agreement and Other Loan Documents with iStar Tara LLC, and Carl E. Berg, the Chairman of our Board of Directors and our principal stockholder, to amend the Loan and Security Agreement dated as of July 13, 2005 among the Company, iStar and Mr. Berg. Pursuant to the terms of the Original Loan Agreement, iStar's predecessor in interest, SFT 1, Inc., extended a $20,000,000 loan to the Company, which Loan is guaranteed by Mr. Berg and secured by certain of Mr. Berg's assets. The outstanding principal balance on the Loan was $14.0 million as of January 11, 2011. The Amendment extends the maturity date of the Loan from February 13, 2011 to March 10, 2012. The Company will be obligated continue to make monthly interest payments to iStar, as set forth in the Original Loan Agreement; provided that the Company shall also be obligated to continue to make monthly principal payments equal to $1,000,000, commencing with the monthly principal payment scheduled for February 2011. The remainder of the principal and any other outstanding obligations under the Loan shall be payable in full on the New Maturity Date. Additionally, in connection with the Amendment, the Company issued to iStar a Warrant to Purchase Common Stock of Valence Technology, Inc., pursuant to which iStar may purchase up to 100,000 shares of the Company's common stock, par value $0.001 per share, at an exercise price of $1.45 per share on or before January 11, 2014. Additionally, in connection with the Amendment, the Company paid iStar an extension fee of $260,000 upon the execution of the Amendment. On January 11, 2011, in connection with the Amendment, the Company issued to iStar the Warrant to purchase up to 100,000 shares of Common Stock at an exercise price of $1.45 per share on or before January 11, 2014, in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company's balance sheet at June 30, 2010, showed $22.75 million in total assets, $94.51 million in total liabilities, and a stockholders' deficit of $80.37 million. PMB Helin Donovan LLP expressed substantial doubt about Valence Technology Inc.'s ability as a going concern following the Company's fiscal 2010 results. The Company has incurred operating losses each year since its inception in 1989 and had an accumulated deficit of $581 million as of March 31, 2010. For the fiscal years ended March 31, 2010, 2009, and 2008 the Company sustained net losses available to common stockholders of $23.2 million, $21.4 million, and $19.6 million, respectively. The Company's balance sheet at Sept. 30, 2010, showed $34.19 million in total assets, $36.92 in total current liabilities, $28.87 million in long-term interest payable to stockholder, $34.86 million in long-term debt to stockholder, $118,000 in other long-term liabilities, and a stockholders' deficit of $75.20 million. WASHINGTON MUTUAL: Hedge Funds Appeal Dismissal of $4-Bil. Suit --------------------------------------------------------------- Bankruptcy Law360 reports that hedge funds seeking to claw back $4 billion in securities to be transferred from Washington Mutual Inc. to JPMorgan Chase & Co. as part of WaMu's reorganization plan have appealed a bankruptcy court judge's dismissal of their suit. 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. * Large Bankruptcy Filings Dip Slightly in December 2010 -------------------------------------------------------- There was a dip in large Chapter 11 filings in December 2010 from November 2010. There were a total of 8 companies with assets of at least $100 million that filed for Chapter 11 bankruptcy in December 2010, compared to 13 mega filers in November, 3 in October and 6 in September. There was only one Chapter 11 case involving more that $1 billion in total assets in December. The Great Atlantic & Pacific Tea Company Inc., which filed on Dec. 12, was the second largest company to file for Chapter 11 in 2010, with $2.53 billion in assets and $3.21 billion in liabilities. It was edged out as the largest bankruptcy in 2010 by Metro-Goldwyn-Mayer Studios Inc. which filed on Nov. 3, with $2.67 billion in assets and $3.45 billion in liabilities. RHI Entertainment Inc. was the second largest bankruptcy filing in December, with $524.72 million in total assets and $834.09 million in total liabilities. Other large bankruptcy filings for December 2010 include LTAP US LLP, which listed total assets of $358.78 million and $231.01 million in total liabilities, Osceola Development Project LP, which listed $144.03 million in total assets and $133.40 million in total liabilities, and Townsends Inc., which listed $131 million in total assets and $127 million in total liabilities. In addition, Insight Health Services Holdings Corp., MMFX Technologies Corp. and Philadelphia Rittenhouse Developer LP listed estimated assets of between $100 million to $500 million as of the petition date. Chapter 11 bankruptcy filings by large companies remain low the past 12 months, compared to 2009. Last year saw 105 Chapter 11 cases commenced by companies with more than $100 million in total assets (an average of 9 cases per month). In 2009, 208 chapter 11 cases were commenced by companies with assets of more than $100 million (an average of 17 cases per month). Only 12 billion-dollar companies declared Chapter 11 bankruptcy, or an average of one case per month. During 2009, billion-dollar filers totaled 44 (about 3.5 cases per month). RHI Entertainment Inc. commenced pre-negotiated cases in December. A total of 35 prepacks/pre-arranged cases were filed in 2010 -- about one in every three filings. 2010 Large Chapter 11 Cases $100MM $500MM Month - $500MM $1BB > $1BB Prepacks Total ----- -------- ------ ------ -------- ----- January 14 2 1 8 17 February 6 1 3 3 15 March 9 3 - 5 12 April 7 1 - 3 8 May 12 - - 2 12 June 4 1 - 1 5 July 5 1 2 3 8 August 3 2 1 1 6 September 4 0 1 2 6 October 2 0 1 1 3 November 10 1 2 4 13 December 6 1 1 1 8 Of the December mega-cases, two cases went to Delaware, bringing the year's total to 40. In addition, three mega-cases went to the Southern District of New York, raising that total to 26. In 2009, 79 mega-cases went to Delaware while 32 cases went to Manhattan. The top filers for the year by total assets, thus far, are: Case Total Assets Court Petition Date ---- ------------ ----- ------------- Metro-Goldwyn-Mayer $2.67 Billion SDNY 3-Nov Studios Inc. Great Atlantic & $2.53 Billion SDNY 10-Dec Pacific Tea Co. Inc. TerreStar Networks $1.40 Billion SDNY 19-Oct Blockbuster Inc. $1.02 Billion SDNY 23-Sept Movie Gallery, Inc. More than $1BB VAEB 2-Feb Vertis Holdings Inc. More than $1BB SDNY 17-Nov Aleris Deutschland More than $1BB Del 5-Feb (affiliate of Aleris Int'l) Capmark Investments More than $1BB Del 15-Jan (affiliate of Capmark Financial) ESA P Portfolio More than $1BB Del 18-Feb TXNC GP L.L.C. (affiliates of Extended Stay) Innkeepers USA Trust More than $1BB SDNY 19-Jul Protech Holdings C More than $1BB Del 29-Jul (affiliate of Capmark Financial) Boston Generating LLC More than $1BB SDNY 18-Aug Mesa Air Group Inc. $975,487,000 SDNY 5-Jan Xerium Technologies $693,511,000 Del 30-Mar RHI Entertainment Inc. $524,722,000 NYSB 10-Dec Almatis B.V. $500MM - $1BB CASB 30-Apr Centaur, LLC $500MM - $1BB Del 6-Mar Penton Media $500MM - $1BB SDNY 10-Feb Sargent Ranch LLC $500MM - $1BB CASB 4-Jan South Bay Expressway $500MM - $1BB CASB 22-Mar Garlock Sealing $500MM - $1BB CASB 22-Mar Lehman Brothers Holding Corp. remains the biggest corporate bust in history. Lehman, which filed in 2008, had $639 billion in total assets and $613 billion in total debts at that time of its filing. Bankruptcy Boom Set to Fade in 2011 Dow Jones' DBR Small Cap reports that after two years punctuated by a historic economic downturn, a rash of mega-bankruptcy cases and sky-rocketing default rates, 2010 appears to have ushered in a new era of normalcy when it comes to restructuring. Thanks to burgeoning credit markets and the recession's recent purge of the weakest companies, today's survivors are largely keeping themselves out of bankruptcy court, according to Dow Jones. The DBR report notes that the lull in filings is giving bankruptcy experts a chance to breathe, regroup and take stock of the new restructuring landscape, which is expected to be populated mainly by middle-market companies. "Everyone's gotten so used to these multibillions of dollar cases, but I don't think that that ever became or should be expected to be the long-term norm," the report quoted Adam Rogoff, a bankruptcy partner with Kramer Levin Naftalis & Frankel, as saying. * Judge Surveys Law on Post-Confirmation Jurisdiction ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Amul R. Thapar in London, Kentucky, wrote a tour de force opinion on Jan. 12 surveying the law on post-confirmation jurisdiction. Mr. Rochelle relates that the case involved a liquidating trust created under a Chapter 11 plan. The trustee for the trust sued company managers and advisers, alleging mismanagement before and during the Chapter 11 case. The suit was in state court. Defendants removed the suit to federal district court. According to Mr. Rochelle, although the judge said other courts believe otherwise, Judge Thapar said it was incumbent on him to decide if there is bankruptcy jurisdiction before referring the case to the bankruptcy judge. He said it wasn't appropriate for the bankruptcy judge to make the first ruling on the existence or non-existence of bankruptcy jurisdiction. Judge Thapar didn't follow district courts that automatically refer removed lawsuits to bankruptcy court. Mr. Rochelle says that the opinion, written in an engaging, conversational style, is a "must read" for experts on bankruptcy jurisdiction. It is most notable for its lengthy survey of differing rulings from circuit courts around the country on the question of the extent to which bankruptcy jurisdiction narrows after plan confirmation. The case is McKinstry v. Sergent, 10-110, U.S. Bankruptcy Court, Eastern District of Kentucky (Pikeville). * Buyer of Schutt Sports & Genmar Eyes Detroit Pistons Ballclub --------------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that billionaire Tom Gores is seeking to acquire the Detroit Pistons basketball team in the National Basketball Association. Mr. Gores' Platinum Equity firm in 2010 purchased Schutt Sports Inc., a football helmet maker, and Genmar Holdings Inc., the manufacturer of Four Winns and Ranger boats, out of bankruptcy. Platinum Equity was rebuffed in an attempt to buy auto supplier Delphi Corp. out of bankruptcy in 2009. Mr. Morath relates Mr. Gores has an exclusive 30-day window to negotiate the purchase of the Pistons from Karen Davidson, the widow of longtime Pistons owner Bill Davidson. The report relates Mr. Gores has emerged as the lead bidder for the Pistons after Ms. Davidson apparently broke off talks with pizza mogul Mike Ilitch. DBR notes the Pistons team is thought to be financially sound as it owns its Auburn Hills, Mich., arena and the valuable luxury box, concessions and parking rights that go with it. * Kirkland & Ellis One of Law360's Bankruptcy Groups of 2010 ------------------------------------------------------------ Kirkland & Ellis LLP's restructuring group counseled several clients reorganizing massive debt loads toward successful emergence from bankruptcy in 2010, including hundreds of General Growth Properties Inc. affiliates holding $15 billion in debt, earning the firm a place among Law360's Bankruptcy Groups of 2010. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- ABRAXAS PETRO AXAS US 178.1 (5.2) (1.7) ABSOLUTE SOFTWRE ABT CN 124.2 (6.0) (6.2) ACCO BRANDS CORP ABD US 1,097.3 261.9 (97.3) AEGERION PHARMAC AEGR US 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) ANACOR PHARMACEU ANAC US 20.4 (1.6) (8.2) ARQULE INC ARQL US 94.1 45.1 (9.7) 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 BEI-U CN 2,343.6 - (100.8) BOARDWALK REAL E BOWFF US 2,343.6 - (100.8) BOSTON PIZZA R-U BPF-U CN 111.3 5.0 (116.3) BRAVO BRIO RESTA BBRG US 162.8 (28.9) (61.5) CABLEVISION SY-A CVC US 7,501.6 (157.7) (6,222.8) 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) 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 1,817.6 1,101.9 (337.9) HOVNANIAN ENT-B HOVVB US 1,817.6 1,101.9 (337.9) IDENIX PHARM IDIX US 63.1 24.0 (21.3) INCYTE CORP INCY US 464.6 305.0 (128.9) INTERMUNE INC ITMN US 143.9 10.2 (67.7) IPCS INC IPCS US 559.2 72.1 (33.0) ISTA PHARMACEUTI ISTA US 112.2 8.8 (71.8) JAZZ PHARMACEUTI JAZZ US 108.0 (13.3) (0.8) JUST ENERGY INCO JE-U CN 1,834.1 (578.0) (497.2) KNOLOGY INC KNOL US 658.7 53.5 (5.3) LIGAND PHARM-B LGND 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 - (8.5) 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 9,730.0 2,246.0 (924.0) 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) NYMOX PHARMACEUT NYMX US 0.9 (1.0) (1.8) 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) QUEPASA CORP QPSA US 3.4 2.0 (3.3) 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) RIGNET INC RNET US 93.2 9.5 (11.6) 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) SINCLAIR BROAD-A SBGI US 1,536.2 37.8 (156.0) SINCLAIR BROAD-A SBTA GR 1,536.2 37.8 (156.0) SMART TECHNOL-A SMT US 559.1 201.9 (63.2) SMART TECHNOL-A SMA CN 559.1 201.9 (63.2) 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) SWIFT TRANSPORTA SWFT US 2,666.1 101.3 (826.2) SYNERGY PHARMACE SGYP US 2.7 (2.3) (1.8) TAUBMAN CENTERS TCO US 2,529.7 - (541.1) TEAM HEALTH HOLD TMH US 886.9 4.7 (18.2) THERAVANCE THRX US 212.6 161.1 (141.1) UNISYS CORP UIS US 2,840.1 472.1 (1,034.2) UNITED CONTINENT UAL US - (1,186.0) (2,206.0) UNITED RENTALS URI US 3,744.0 188.0 (15.0) VECTOR GROUP LTD VGR US 859.0 245.3 (37.7) VENOCO INC VQ US 766.2 20.4 (94.8) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) WARNER MUSIC GRO WMG US 3,779.0 (592.0) (211.0) WEIGHT WATCHERS WTW US 1,103.1 (377.9) (708.2) WHX CORP WXCO US 374.2 62.1 (8.9) 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 by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases by individuals and business entities estimating assets and debts or disclosing assets and liabilities at less than $1,000,000. The list includes links to freely downloadable images of the small-dollar business-related 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. Jhonas Dampog, 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 2011. 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 ***