/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110202.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 2, 2011, Vol. 15, No. 32 Headlines 1155 WESTMORELAND: Case Summary & 7 Largest Unsecured Creditors 1559 GARDENA: Case Summary & 4 Largest Unsecured Creditors ACE CASH: Moody's Assigns 'B3' Rating to $350 Mil. Senior Notes ACECASH EXPRESS: S&P Affirms 'B' Counterparty Credit Rating ADVANSTAR COMMUNICATIONS: Moody's Hikes Corporate Rating to 'Caa1' AES THAMES: Files for Chapter 11 in Delaware AES THAMES: Case Summary & 20 Largest Unsecured Creditors ALEC4 LLC: 3 Entities File for Ch. 11 to Restructure $16.1MM Debt ALEC4 LLC: Case Summary & 13 Largest Unsecured Creditors ALPHA NATURAL: Moody's Reviews 'Ba2' Corporate for Downgrade ALPHA NATURAL: S&P Puts 'BB' Corp. Rating on Watch Negative AMERISERV FINANCIAL: Fitch Affirms 'B' Short Term IDR ANCHOR BLUE: Unsec. Creditors, U.S. Trustee Oppose Break-Up Fee ANCHOR BLUE: Gets Court's Interim Nod to Use Cash Collateral ANCHOR BLUE: Section 341(a) Meeting Scheduled for Feb. 4 ANCHOR BLUE: U.S. Trustee Appoints 5 Members to Creditors Panel ANN STREET: Case Summary & 3 Largest Unsecured Creditors ATTACHMATE CORP: Moody's Retains Rating After Debt Upsizing AUSSIE HOMES: Voluntary Chapter 11 Case Summary AVANTOR PERFORMANCE: S&P Assigns 'B+' Corporate Credit Rating BAKER CORRECTION: Bondholders Forego Principal Payments Until 2013 BALDOR ELECTRIC: S&P Raises Corporate Credit Rating From 'BB-' BARAI CAPITAL: Raided by FBI Over Insider-Trading Probe BARNSBORO INN: Case Summary & 20 Largest Unsecured Creditors BERNARD L MADOFF: Mets Owners Seek to Lock Deal by June BERNARD L MADOFF: Velvel Loses Latest Appeal Bid Against Trustee BETHEL HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors BNA SUBSIDIARIES: Disclosure Hearing Scheduled for Feb. 9 BOISE FOOD: Case Summary & 20 Largest Unsecured Creditors BORDERS GROUP: Said to File for Chapter 11 by Month's End BORDERS GROUP: UBS AG Discloses 4.59% Equity Stake B.R. SUMMERLIN: Files Schedules of Assets & Liabilities BYRNES SCHOOLS: First Citizens Bank to Foreclose on Loan CASPIAN GAS: Launches Chapter 7 Liquidation Proceedings CELL THERAPEUTICS: Estimates $25.86MM Net Loss in December CHICAGO H&S: Dist. Court Affirms Disallowance of Formula Claim CHRYSLER GROUP: Paying $750 Bonus to UAW And CAW Workers CLOVERLEAF ENTERPRISES: Hearing on Penn National's Purchase Today COLONIAL BANCGROUP: FDIC Says Bankruptcy-Exit Plan "Premature" COLUMBIAN CHEMICALS: S&P Puts 'BB-' Rating on CreditWatch Negative CORINTHIAN SUB-ACUTE: Case Summary & Creditors List CUBA TROPICAL: Files for Chapter 7 Bankruptcy Protection DANIEL BOONE: School Board Wants Budget Cuts to Avoid Bankruptcy DBSD N.A.: Dish Network to Buy Business for $1 Billion DELPHI CORP: Battenberg Hopes for Return to Auto Industry DELPHI CORP: DPH Files Operating Report for 4th Quarter DELPHI CORP: Ohio Bureau Wants to File Late $24.7 Mil. Claim DUCK HOUSE: Case Summary & 13 Largest Unsecured Creditors EBRO FOODS: Meeting of Creditors Set for February 22 ENERGY PARTNERS: Moody's Assigns 'B3' Corporate Family Rating EVERGREEN SOLAR: Shareholders Meeting to Resume February 9 FAMILY FRESH: Case Summary & 21 Largest Unsecured Creditors FANNIE MAE: Fannie & Freddie Recouped $20.9 Billion from Banks FIDELITY PROPERTIES: Secured Creditor Asks for Case Dismissal FIDELITY PROPERTIES: Plan Offers to Repay Claims in 5 Years FOLK ART MUSEUM: Missed Muni Bond Payment in January FREDDIE MAC: Fannie & Freddie Recouped $20.9 Billion from Banks GLOBAL GENERAL: Files Chapter 15 Petition in New York GLOBAL GENERAL: Chapter 15 Case Summary GREAT ATLANTIC & PACIFIC: Pine Plaza Wants to Pursue Claims GREAT ATLANTIC & PACIFIC: Proposes Lease Rejection Protocol GREAT ATLANTIC & PACIFIC: Proposes to Reject Grocery Haulers Deal GREENBRIER COS: Thomson Horstmann No Longer Owns Any Securities GREENWOOD ESTATES: Plan Solicitation Period Extended to March 31 HARRISBURG, PA: SEC Probes Over Muni Bond Disclosures HOVNANIAN ENTERPRISES: Moody's Gives Caa2 to Proposed $150MM Notes I-10 BARKER: Court Resets Hearing on Plan to February 10 INTERNATIONAL LEASE: Fitch Rates $1-Bil. Senior Notes at 'BB' J CREW: S&P Downgrades Corporate Credit Rating to 'B' KALISPEL TRIBAL: Moody's Assigns 'B2' Corporate Family Rating KOHLBERG CAPITAL: Repays BMO Loan Before Forbearance Expiry LENNY DYKSTRA: Former Mansion Sold for Undisclosed Amount LONGYEAR PROPERTIES: Wants Plan Filing Exclusivity Until April MAINLAND INN: Owner Files for Chapter 7; Sale Delayed MEDIMPACT HOLDING: Moody's Keeps Ratings After Merger Report MEXICO FARMS: Case Summary & 18 Largest Unsecured Creditors MINNESOTA: Gov. Dayton Against State Bankruptcy MINOR FAMILY: Court Extends Plan Exclusivity Until May 2 MINOR FAMILY: Committee Wins Nod to Tap Kutak Rock as Counsel MK CUSTOM: Wants Case Dismissal as Property Sold MSR RESORT: Grand Wailea, 4 Others Sent to Chapter 11 MSR RESORT: Case Summary & 30 Largest Unsecured Creditors MSR RESORT: CNL Financial Not Affiliated with Debtors NACIREMA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors NASDAQ5 LLC: 3 Entities File for Ch. 11 to Restructure Debt NASDAQ5 LLC: Case Summary & 10 Largest Unsecured Creditors NATHAN REUTER: Judge Denies Reuter's Chapter 11 Plan NCO GROUP: Moody's Cuts Corporate to 'Caa1' on Revenue Declines NICK3 LLC: 3 Entities File for Ch. 11 to Restructure $16MM Debt NICK3 LLC: Case Summary & 18 Largest Unsecured Creditors NNN 2400: Case Summary & 19 Largest Unsecured Creditors NNN MET: Case Summary & 20 Largest Unsecured Creditors OMNIBUS INVESTMENT: Case Summary & Unsecured Creditor PEARLAND SUNRISE: Plan Outline Hearing Moved to February 28 PHILADELPHIA RITTENHOUSE: Pension Fund Sues iStar to Keep Control PORTOLA GREEN: Case Summary & Unsecured Creditor PRIUM LAKEWOOD: Hearing on Disclosure Statement Tomorrow RAFAELA APPAREL: Terminates Registration of 11.25% Sr. Notes RANU REALTY: Case Summary & 2 Largest Unsecured Creditors RED HAT: Meeting of Creditors Set for February 16 REGAL PLAZA: Disclosure Statement Hearing Set for February 8 RESERVE DEV'T: Kingston to Keep Firm in Exchange for $750,000 ROCK'S AUTO: Case Summary & 7 Largest Unsecured Creditors ROCKWOOD SPECIALTIES: Fitch Upgrades Issuer Default Rating to 'BB' RPS PROPERTIES: Voluntary Chapter 11 Case Summary RUBIN SCHRON: In Restructuring Talks to Address Default RYLAND GROUP: Has Q4 $19.13MM Loss, Undergoes Corp. Reorganization SBARRO INC: BofA-Led Lenders Extend Forbearance Until March 2 SBARRO INC: Skips $7.78MM Senior Notes Interest Payment Due Feb. 1 SHEPHERD OF THE VALLEY: Facing Bankruptcy or Closure SILVERLAKE REAL ESTATE: Voluntary Chapter 11 Case Summary SOUTHBELT PROPERTIES: Court Imposes Sanctions Against Owner SUMMIT BUSINESS: Organizational Meeting to Form Panel on Feb. 7 SUMMIT HOTEL: To Report $6MM to $7MM Impairment Charge in Q4 SUNRISE REAL ESTATE: Good Speed and Better Time Invest $1-Mil. SUNWEST MANAGEMENT: Judge Enters Order Closing Stayton Case SW BOSTON: Court Rejects Prudential's Bid to Lift Stay ST. VINCENTS: Plan Filing Exclusivity Extended Until April 11 TBS INTERNATIONAL: Converts 1.54MM Class B Shares to Class A TEAM NATION: Grants 250MM Restricted Shares to 4 Officers TENET HEALTHCARE: Franklin Mutual Has 10.4% Equity Stake T.H. PROPERTIES: Allows Bank to Take Over Wynstone Property TRADE UNION: Case Summary & 20 Largest Unsecured Creditors TV, LLC: Case Summary & 7 Largest Unsecured Creditors TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan TREVOR DAVIS: 1055 Park Ave. Unit Sold at Distressed Price TRIBUNE CO: Caption Colorado Files Administrative Claim TRIBUNE CO: Sprint Nextel Wants Schedules Amended to Add Contracts TRIBUNE CO: WTC Insists on PHONES Claims Estimation TRONOX INC: Unit Files Adversary Complaint Against RTI Hamilton TROPICANA ENT: Adamar of NJ Wants Bar Date Order Enforced TROPICANA ENT: Court Denies Dismissal of Suit vs. W. Yung TROPICANA ENT: LandCo Debtors Submit Post-Conf. Reports for Q4 TRUTH FOR LIVING: Case Summary & 6 Largest Unsecured Creditors TUSCANY ENERGY: Case Summary & 20 Largest Unsecured Creditors TWCC HOLDING: S&P Assigns 'BB-' to $1.72-Bil. Credit Facilities UCI INTERNATIONAL: Files Form 15 for Floating Rate Notes UNIGENE LABORATORIES: Victory Park Owns 9.15MM Common Shares UNIGENE LABORATORIES: Jacob Capital Discloses 43.3% Equity Stake UNITED CONTINENTAL: Reports $325 Mil. Net Loss in Fourth Quarter UNITED CONTINENTAL: Gives Q1 & Full Year 2011 Projections UNITED CONTINENTAL: W. Isaacson Acquired 371.59 Shares in December UNITED ENERGY: CEO & Hilltop Extend Notes' Maturity Until Dec. UNIVERSAL BUILDING: U.S. Trustee Forms Creditors Committee U.S. AEROSPACE: Terminates Common Stock Registration US AIRWAYS: Board OKs 2011 Annual/Long-Term Incentive Programs US AIRWAYS: Inks $340 Mil. Note Purchase Pact With Wilmington US AIRWAYS: Reports $28 Million Net Profit for Fourth Quarter US AIRWAYS: Updates Operational Outlook for 2011 USG CORP: Posts $121MM Net Loss in Q4, $405MM Net Loss in 2010 VAL'S FOOD: Files for Chapter 7 Liquidation VEGAS TOMATOES: Files for Chapter 7 Bankruptcy VERDE SPRINGS: Case Summary & 15 Largest Unsecured Creditors VITESSE SEMICONDUCTOR: Linden Capital Holds 5.80% Equity Stake WASHINGTON MUTUAL: Accord Can Be Nixed as Approval Deadline Passes WASTE2ENERGY HOLDINGS: Fails to Pay $276,000 on Debentures WELLPOINT SYSTEMS: Quorom Oil Wins Order for Receiver WES CONSULTING: Completes Acquisition of Web Merchants WESTMORELAND COAL: Plans to Issue $150MM Notes to Pay Dividends WM BOLTHOUSE: S&P Gives Neg. Outlook; Holds 'B' Corp. Rating WN TRUCK STOP: Stay Lifted; Creditor Forecloses Location YMCA OF MCHENRY: Operations Continue; Has Plan to Sell ZALE CORP: Breeden Entities Have 25.67% Equity Stake * Indiana House OKs Bill to Fix Unemployment Insurance Fund * Alvarez & Marsal Adds K. B. Stapleton as N.Y. Managing Director * Chadbourne & Parke Elevates C. Rivera as Counsel in NY Office * Upcoming Meetings, Conferences and Seminars ********* 1155 WESTMORELAND: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: 1155 Westmoreland, LLC 1012 N Edgemont St. Los Angeles, CA 90029-0000 Bankruptcy Case No.: 11-13862 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: Timothy K. Quick, Esq. LAW OFFICE OF TIMOTHY K. QUICK 3502 Katella Ave Suite 207 Los Alamitos, CA 90720 Tel: (562) 799-6020 Fax: (562) 799-1367 E-mail: tkquick@gmail.com Scheduled Assets: $1,878,000 Scheduled Debts: $3,284,500 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-13862.pdf The petition was signed by Corrine Dela Cruz, president. 1559 GARDENA: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: 1559 Gardena, LLC 120 El Camino Drive, Suite 208 Beverly Hills, CA 90212 Bankruptcy Case No.: 11-13695 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: Blake Lindemann, Esq. BLAKE LINDEMANN ATTORNEY AT LAW 433 N. Camden Drive, 4th Floor Beverly Hills, CA 90210 Tel: (310) 279-5269 Fax: (310) 279-5370 E-mail: blindemann@llgbankruptcy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-13695.pdf The petition was signed by Isaac Michael Bergman, managing member. ACE CASH: Moody's Assigns 'B3' Rating to $350 Mil. Senior Notes --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to the $350 million senior secured notes issuance of Ace Cash Express, Inc. Ace's corporate family rating of B3 remains unchanged. The rating outlook is stable. Proceeds of the new issue will be used to refinance Ace's senior Unsecured Notes And Senior Secured Term Loan. Ratings Rationale In Moody's view, asset coverage is not sufficient to support an upward ratings lift to the senior secured notes relative to Moody's assessment of the CFR of the company. Given the small proportion of tangible assets in the company's asset structure, asset coverage for the senior secured notes in a distressed scenario is expected to be modest. The last rating action for ACE occurred on October 1, 2010, when Moody's changed the rating outlook to stable from negative. Based in Irving, Texas, ACE Cash Express offers check cashing, payday lending, pre-paid debit card and bill payment services along with various other financial products. ACECASH EXPRESS: S&P Affirms 'B' Counterparty Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' long-term counterparty credit rating on ACECash Express Inc. At the same time, S&P maintained its 'B' senior secured debt rating and changed its recovery rating to '4' from '3'. The outlook is stable. "We believe the extension of ACE's debt-maturity profile offsets the slight weakening of its credit metrics following the refinancing," said Standard & Poor's credit analyst Kevin Cole, CFA. As part of the transactions, ACE will extend the maturity of its asset-based revolving credit facility to 2015 from 2013, and issue senior secured debt due in 2019 to replace its bank loan and senior notes that are due in 2013 and 2014, respectively. S&P will continue to monitor closely ACE's cash-flow generation--which has stabilized in recent quarters--to ensure that its credit metrics remain consistent with its current rating level. The stable outlook reflects ACE's leading market position in check cashing and short-term consumer lending, and cash flow coverage metrics that are adequate for the rating. S&P could lower the rating if legislative/regulatory changes or the still-tentative economic recovery further weakens profitability. S&P could revise the outlook to positive if improving economic conditions or ancillary product growth lead to materially higher cash-flow generation. ADVANSTAR COMMUNICATIONS: Moody's Hikes Corporate Rating to 'Caa1' ------------------------------------------------------------------ Moody's Investors Service upgraded to Caa1 from Caa2 the Corporate Family Rating of Advanstar Communications, Inc. Concurrently, the rating on the first lien term loan was raised to Caa1 from Caa2 and the ratings outlook was changed to stable from positive. Ratings Rationale The upgrade in the CFR to Caa1 reflects a material improvement in Advanstar's operating results and liquidity profile. Consolidated revenue appears to have stabilized in 2010 after declining 27% in 2009. The company's high margin fashion shows -- including its flagship MAGIC Marketplace -- continue their market leadership and represent some of Advanstar's most profitable properties. A rebound in exhibitor space and attendance at these shows has offset revenue declines in other segments of the business. Meanwhile, cost saving programs have enhanced margins, resulting in significantly higher EBITDA than previously anticipated. The upcoming expiration of remaining unfavorable interest rate swaps is expected to further benefit Advanstar's cash flow generation and interest coverage ratios in 2011 and 2012. Nonetheless, despite earnings growth, Advanstar remains highly levered and Moody's does not expect financial leverage (debt to EBITDA) to fall below 9 times in the medium term. Advanstar's print publications, which are focused largely on life sciences, are experiencing a secular decline in demand in the face of electronic substitution. Moody's expects publishing revenues to continue to decline at a double digit rate for the foreseeable future. However, the stable outlook anticipates that deterioration in print publication revenues will be mostly offset by modest revenue growth in e-media and trade shows. While unlikely in the near-term, the ratings could be upgraded if Advanstar materially repays debt so that financial leverage can be sustained below 8 times throughout economic cycles. If cash flow is not used to meaningfully reduce debt over the next two years, the ratings could be downgraded to reflect the refinancing risk associated with the 2014 debt maturities. A deterioration in liquidity or earnings could also pressure the ratings. Moody's upgraded these ratings (and changed the LGD point estimate, as noted): * Corporate Family Rating, to Caa1 from Caa2 * Probability of Default Rating, to Caa1 from Caa2 * $498 (formerly $505) million senior secured first lien term loan, to Caa1 from Caa2 (LGD3, to 47% from 49%) Headquartered in Santa Monica, California, Advanstar Communications, Inc. produces trade shows, publications and other marketing solutions for the fashion, power sports and life sciences industries. The company generated revenues of approximately $225 million in the twelve months ended September 30, 2010. AES THAMES: Files for Chapter 11 in Delaware -------------------------------------------- AES Thames LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-10334) on February 1. AES Thames owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. The Debtor estimated assets and debt of $100 million to $500 million as of the Petition Date. According to court filings, based on the balance sheet as of Dec. 1, 2010, total assets were $162 million, and the Debtor has $52 million in short term liabilities and $122.6 million in long term debt. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led Uncasville, Connecticut-based AES Thames to seek bankruptcy protection, President Brian Chatlosh said in the declaration in support of first day motions filed by the Debtor. Mr. Chatlosh said costs to produce power at AES Thames rose 45% to $53.81 a megawatt-hour in 2009 because of coal prices, coal transportation expenses and carbon dioxide allowances required by Connecticut and other northeastern states. The Debtor said that parent AES has advised that it does not intend to contribute further equity to offset existing and anticipated costs. On Jan. 24, 2011, the Company provided a notice to Smurfit and CL&P that it planned to temporarily shutdown the plant as of Jan. 26. The facility is currently in a "wet lay up" condition, capable of restarting upon one week's notice. Closure of AES Thames' plant won't affect power supplies or increase the potential for blackouts, David Radanovich, a spokesman for Connecticut Light & Power, a unit of Northeast Utilities, said in a telephone interview with Bloomberg News. The utility "will pursue appropriate actions to protect the value that's owed to our customers under the contract," he said. The first day motions include a request to use cash collateral and a request to pay prepetition wages of employees. AES THAMES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: AES Thames, L.L.C. 141 Depot Road Uncasville, CT 06382 Bankruptcy Case No.: 11-10334 Chapter 11 Petition Date: February 1, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Kevin J. Carey About the Debtor: AES Thames owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. Debtor's Counsel: Adam G. Landis, Esq. Kerri K. Mumford, Esq. Landon Ellis, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Tel: (302) 467-4400 Fax: (302) 467-4450 E-mail: landis@lrclaw.com mumford@lrclaw.com ellis@lrclaw.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Brian Chatlosh, president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ICG, LLC Contract $1,205,118 300 Corporate Centre Drive Scott Depot, WV 25560 Headwaters Resources, Inc. Contract $1,021,536 10653 South River Front Parkway, Suite 300 South Jordan, UT 84095 Moran Towing Corporation Contract $787,790 50 Locust Avenue New Canaan, CT 06840 Alpha Coal Sales Co, LLC Contract $502,935 One Alpha Place P.O. Box 2345 Abingdon, VA 24210 East River Energy Trade $234,165 Atlas Copco Compressors, LLC Trade $216,512 CSX Transportation Contract $138,922 Commercial Diving Services LLC Trade $32,495 Schulz Electric Co. Trade $31,184 Harsco Infrastructure Americas Trade $20,239 Smoot Co. Trade $19,915 Walco Electric Co. Trade $19,696 Altran Shared Services Trade $17,743 Senior Flextrinics Pathway Trade $17,337 ChemTreat, Inc. Trade $13,468 Hubbell Industrial Controls Trade $11,165 Midwesco Filter Resources, Inc. Trade $9,270 P&H Construction LLC Trade $8,480 Clyde Bergemann EEC Trade $6,827 Anchor Insulation Co, Inc. Trade $6,712 ALEC4 LLC: 3 Entities File for Ch. 11 to Restructure $16.1MM Debt ----------------------------------------------------------------- Steven Green at the Las Vegas Sun reports that ALEC4 LLC, NASDAQ5 LLC, and NICK3 LLC filed for Chapter 11 bankruptcy reorganization to restructure $16.1 million in debt related to commercial real estate developments. According to the report, ALEC4 has a development at 4949 Spring Mountain Road, near Decatur Boulevard, in Las Vegas, as well as investment properties on Industrial Road in Las Vegas and in Arizona and Utah. The Spring Mountain Road property is encumbered by debt owed to East West Bank, Santa Ana, California, totaling about $1.49 million; as well as a $470,000 mortgage held by Nevada State Bank. Nevada State Bank is owed another $1 million for a mortgage against 11870/11842 Industrial Road, Lot 3. According to the report, NASDAQ5's creditors include East West Bank and Illinois Mutual Life Insurance Co. in Peoria, Illinois, owed more than $2.5 million against property at 4480 and 4631 Spring Mountain Road, east of Decatur Boulevard; and at 6170 W. Desert Inn Road, near Jones Boulevard. Far East National Bank of Los Angeles is owed another $517,000 for a property at 4333 N. Las Vegas Blvd., near Craig Road, that was foreclosed on Jan. 19, 2011. The Las Vegas Sun reports that NICK3 has interests in the properties at 4631 Spring Mountain Road and 6170 W. Desert Inn Road as well as properties in California, New Mexico and Texas. NICK3's creditors include First International Bank, which is chartered in Texas; owed $1.2 million against the Desert Inn Road property; East West Bank and Nevada State Bank. Based in Las Vegas, ALEC4 LLC, NASDAQ5 LLC and NICK3 LLC are managed by Dr. C. Leon Chen, an entrepreneur and dentist at 6170 W. Desert Inn Road who heads the Dental Implant Institute there. ALEC4 LLC: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------- Debtor: ALEC4, LLC 6170 W. Desert Inn Rd. Las Vegas, NV 89146 Bankruptcy Case No.: 11-11253 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Zachariah Larson, Esq. LARSON & STEPHENS 810 S. Casino Center Blvd., Suite 104 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: ecf@lslawnv.com Scheduled Assets: $2,513,253 Scheduled Debts: $5,282,090 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-11253.pdf The petition was signed by Chun Leon Chen, managing member. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- NASDAQ5, LLC 11-11252 01/28/11 NICK3, LLC 11-11249 01/28/11 ALPHA NATURAL: Moody's Reviews 'Ba2' Corporate for Downgrade ------------------------------------------------------------ Moody's Investors Service placed all ratings of Alpha Natural Resources, Inc., on review for possible downgrade, including the company's Ba2 Corporate Family Rating, Ba2 Probability of Default Rating and individual instrument ratings. The rating action was prompted by Alpha's announcement that it has agreed to acquire Massey Energy Company. These ratings were placed on review: Issuer: Alpha Natural Resources, Inc. -- Corporate Family Rating at Ba2 -- Probability of Default Rating at Ba2 -- Senior Unsecured Regular Bond/Debenture at Ba3 Outlook Actions: Issuer: Alpha Natural Resources, Inc. -- Outlook, Rating Under Review from Stable Ratings Rationale Moody's review will focus on Alpha's ability to absorb Massey; the operating risk associated with the acquired assets; the integration risk of Massey's properties; the size and pace of the marketing and cost synergies that can be realized; the increased exposure to regulatory scrutiny and permitting requirements within Central Appalachia; future capital expenditure and production targets; the terms of the acquisition financing; and post-closing credit metrics and liquidity position. Alpha will acquire all outstanding shares of Massey common stock, subject to customary closing conditions including stockholder approval of both companies. Under the terms of the agreement, Massey stockholders will receive, at the closing, 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. Based on the closing share price of Alpha common stock as of January 28, 2011, the agreement placed a value of $69.33 per share of Massey common stock (implying an $8.5 billion enterprise value for Massey) and represents a 21% premium to Massey's current share price. Upon completion of the transaction, Alpha and Massey stockholders will own approximately 54% and 46% of the combined company, respectively. Alpha has obtained $3.3 billion in committed financing from Morgan Stanley and Citi which, in addition to existing cash balances, will be sufficient to finance cash consideration to Massey stockholders and to refinance certain existing Alpha and Massey debt. The acquisition is expected to close in mid-2011 and is subject to regulatory clearances and other customary closing conditions. Assuming the transaction closes as anticipated, existing rated debt at Massey (which includes the 6.875% unsecured notes due 2013 and the 2.25% convertible notes due 2024) will likely be repaid and all of Moody's ratings for Massey will be withdrawn. Moody's last rating action on Alpha was on July 31, 2009, when Moody's confirmed Alpha's ratings. The principal methodology used in this rating was the Global Mining Industry published in May 2009. In connection with the transaction funding, Alpha intends to retire the rated senior notes at Massey. Assuming the transaction closes as anticipated, Massey's existing rated debt will likely be repaid and all of Moody's ratings withdrawn. Moody's last rating action was on December 1, 2005, when its Corporate Family Rating was downgraded to B1. Headquartered in Abingdon, Virginia, Alpha is a coal company that has the capacity to produce between 90-95 million tons of coal annually, including roughly 10-12 million tons of metallurgical coal. The company produces in three principal U.S. coal basins - the Powder River Basin (59%), Central Appalachia (23%), and Northern Appalachia (18%). Headquartered in Richmond, Virginia, Massey is a producer of approximately 38 million tons per annum of thermal and metallurgical coal in Central Appalachia. ALPHA NATURAL: S&P Puts 'BB' Corp. Rating on Watch Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings, including its 'BB' corporate credit rating, on Abingdon, Va.-based coal producer Alpha Natural Resources Inc. on CreditWatch with negative implications. The CreditWatch negative listing means the rating could be affirmed or lowered following the conclusion of S&P's analysis. The ratings on Massey Energy Co., including its 'BB-' corporate credit rating, remain on CreditWatch with developing implications where they were placed on Oct. 19, 2010. The CreditWatch listing follows Alpha's announcement that it will acquire the assets of Massey Energy Co. (BB-/Watch Dev/--) for approximately $7.1 billion in equity, debt, and cash. The deal is expected to close by the middle of 2011, subject to regulatory and shareholder approval. Under the terms of the transaction, Massey stockholders will receive 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. Based on the closing share price of Alpha common stock as of Jan. 28, 2011, the agreement placed a value of $69.33 per share of Massey common stock. This represents a 21% premium to Massey's current share price. Upon completion of the transaction, Alpha and Massey stockholders will own approximately 54% and 46% of the combined company, respectively. Following the closing of the acquisition, the combined company will include more than 110 mines and combined coal reserves of approximately 5 billion tons, including one of the world's largest metallurgical coal reserve bases. As a result, the combined company should be well positioned to capitalize on the current strong global demand for coal, including metallurgical coal used in the steel making process. Further, in S&P's view the combination provides some geographical and asset diversification, including operations and reserves in Central and Northern Appalachia, the Illinois Basin, and the Powder River Basin in Wyoming. However, its exposure to the difficult mining region of Central Appalachia, which will likely account for approximately 50% of combined production, remains significant. "Although this transaction will provide additional coal reserves, consistent with the company's growth strategy, S&P is concerned that integrating an acquisition of this size could prove challenging -- particularly in light of the increased risks associated with Massey's higher concentration of operations in Central Appalachia and the high regulatory scrutiny facing its operations," said Standard & Poor's credit analyst Maurice Austin. In addition, the incurrence of sizable amounts of incremental debt, including the assumption of existing Massey debt, to finance the acquisition could pressure Alpha's credit profile. Currently, the company has approximately $1.7 billion of adjusted debt, including about $749 million of book debt. As of Dec. 31, 2010, adjusted debt to EBITDA was about 1.9x, but at times it has been higher, depending on coal prices, operating disruptions, and the pursuit of acquisition opportunities. Given the capital intensive nature of operations, high operating leverage, and price volatility inherent in coal mining, significant additional debt could be inconsistent with the current 'BB' rating. S&P could affirm the rating if S&P believes the transaction is funded in such a way that results in credit measures consistent with the current rating. S&P could lower the rating if its assessment leads us to conclude that higher debt levels and high spending needs are likely to result in a credit profile more consistent with a lower rating. AMERISERV FINANCIAL: Fitch Affirms 'B' Short Term IDR ----------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating and short-term IDR for AmeriServ Financial Inc. and its subsidiaries at 'BB' and 'B', respectively. The Rating Outlook has been revised to Stable from Negative. Fitch's affirmation reflects ASRV's sound capital levels, controlled credit costs, ample reserve coverage, and strong liquidity levels. Providing additional ratings support is the company's earnings generation which has been driven by solid growth in non-interest income coupled with substantially lower provision costs, helping ASRV return to profitability over the past three consecutive quarters. While credit costs are expected to persist in the near term as the company addresses challenges in its commercial real estate portfolio, Fitch anticipates ASRV's profitability metrics will continue improving modestly over the near term with stabilization thereafter. Ratings remain constrained, however, due to the lack of granularity in the company's loan portfolio, heavy CRE concentration (55% of total loans), and ASRV's limited franchise. Primarily a CRE lender, the company's higher risk loan portfolio has not translated into significantly higher credit costs. ASRV's markets did not participate in the rapid growth in real estate values or their subsequent decline, consequently non-performing assets have remained at manageable levels, totaling 2.12% at year end 2010, as net charge-offs have also remained controlled and materially lower than similarly rated peers, equaling 0.74% for 2010. In addition, based on Fitch's existing CRE stress tests (as articulated in its Special Report 'U.S. Bank CRE Exposure Review' dated Nov. 16, 2009), Fitch believes ASRV's capital and reserve levels provide ample coverage for any potential CRE asset quality deterioration and are consistent with the respective ratings. ASRV's capital levels also provide a sufficient cushion for additional asset quality deterioration, with tangible common equity totaling 7.94% at YE 2010. Regulatory capital levels are further strengthened by the $21 million in U.S. Treasury's Capital Purchase Program still outstanding. Given ASRV's significant CRE exposure and lack of granularity in its loan portfolio, Fitch views the company's capital levels as a key factor to its risk profile. Furthermore, ASRV's deposit growth over the past year, including the attraction of additional non-interest-bearing deposits, has resulted in an improved liquidity profile as evidenced by a loan-to-deposit ratio of roughly 80% (down from nearly 90% at YE 2009). The Outlook revision to Stable reflects Fitch's view of ASRV's improved overall financial performance. Moreover, Fitch recognizes the improvements new management has contributed to the company's general risk profile. In Fitch's opinion, while measured credit stress is expected to persist in the CRE book, should credit costs become more pronounced than anticipated, creating pressure on ASRV's solid capital levels and impeding the company's financial performance, negative rating implications could ensue. However, as the institution's overall risk profile has improved, Fitch expects operating performance to remain sound. Headquartered in Johnstown, PA, with $950 million in assets, ASRV provides financial services, along with retail, small business and commercial banking through its wholly owned subsidiary, AmeriServ Financial Bank. One of 13 banks in the United States that operates with unionized employees, roughly 60% of ASRVB's total workforce is unionized. Fitch has affirmed these ratings, with a Stable Outlook: AmeriServ Financial Inc. -- Long-term IDR rating at 'BB'; -- Short-Term IDR at 'B'; -- Individual at 'C/D'; -- Preferred stock at 'B+'; -- Support Rating at '5'; -- Support Floor at 'NF' AmeriServ Financial Bank -- LT IDR at 'BB'; -- LT Deposits at 'BB+''; -- ST IDR at 'B'; -- ST Deposits at 'B' -- Individual at 'C/D'; -- Support at '5; -- Support Floor at 'NF'. AmeriServ Capital Trust I -- Preferred stock at 'B+'. ANCHOR BLUE: Unsec. Creditors, U.S. Trustee Oppose Break-Up Fee --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that unsecured creditors and a federal bankruptcy watchdog are protesting Anchor Blue Retail Group's bid to dole out a breakup fee born from the Company's "unorthodox" approach to going-out-of-business sales. According to DBR, the company is looking to give $165,490 to a group of liquidators that fell short in its bid to hold going-out- of-business sales at Anchor Blue's outlets. While the stalking- horse bidder -- composed of SB Capital Group LLC, Great American Group LLC, Hudson Capital Partners LLC and Tiger Capital Group LLC -- kicked off a pre-bankruptcy auction for the right to host the liquidation sales, Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC ultimately prevailed in inking a liquidation deal with Anchor Blue, the report relates. The bankruptcy judge on Jan. 13 allowed the Company to assume that agency agreement and continue its store-closing sales, launched before the Company filed its Chapter 11 petition, DBR relates. About Anchor Blue Anchor Blue is a specialty retailer of casual apparel and accessories for the teenage market. Founded in 1972, the Company has 117 stores located in nine western and southwestern states: Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and Washington. The Company employed 1,446 full and part-time employees in their stores and their corporate headquarters in Corona, California. Anchor Blue is an indirect affiliate of Sun Capital Partners, a Florida-based investment firm. Anchor Blue Holding Corp., together with Anchor Blue Inc., filed for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr. D. Del. Lead Case No. 11-10110). Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions is the claims agent. As of January 1, 2011, the Debtors' books and records reflected total combined assets of roughly $24.7 million (book value) and total combined liabilities of roughly $38.5 million. ANCHOR BLUE: Gets Court's Interim Nod to Use Cash Collateral ------------------------------------------------------------ Anchor Blue Holding Corp., et al., obtained interim authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to use cash collateral until 11:59 p.m. (Eastern Standard time) on February 4, 2011. Kenneth J. Enos, Esq., Young Conaway Stargatt & Taylor, LLP, explained that the Debtors need to access cash -- constituting as collateral for prepetition debt -- to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the cash collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/ANCHOR_BLUE_budget.pdf As of the Petition Date, Anchor Blue, Inc., as the borrower, and Anchor Blue Holding Corp., as the guarantor, owes not less than $3.498 million in principal for revolving loans provided by lenders, led by PNC Bank, National Association, as agent. The Debtors also owe at least $16.5 million for term loans provided by lenders lend by Ableco Finance LLC, as administrative agent and collateral agent. Moreover, the Debtors owe Sun Anchor Blue Finance, LLC, not less than $3.25 million in principal under a secured promissory note. In exchange for the use of cash collateral, the Debtors are granting secured parties, among other things, senior replacement liens. The term loan parties and the subordinated parties are also granted allowed superpriority administrative claims with priority over all claims. The Court has set a final hearing for February 4, 2011, at 9:30 a.m. on the Debtors' request to use cash collateral. About Anchor Blue Anchor Blue is a specialty retailer of casual apparel and accessories for the teenage market. Founded in 1972, the Company has 117 stores located in nine western and southwestern states: Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and Washington. The Company employed 1,446 full and part-time employees in their stores and their corporate headquarters in Corona, California. Anchor Blue is an indirect affiliate of Sun Capital Partners, a Florida-based investment firm. Anchor Blue Holding Corp., together with Anchor Blue Inc., filed for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr. D. Del. Lead Case No. 11-10110). Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions is the claims agent. As of January 1, 2011, the Debtors' books and records reflected total combined assets of roughly $24.7 million (book value) and total combined liabilities of roughly $38.5 million. ANCHOR BLUE: Section 341(a) Meeting Scheduled for Feb. 4 -------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of Anchor Blue Holding Corp. and Anchor Blue, Inc.'s creditors on February 4, 2011, at 12:00 p.m. The meeting will be held at J. Caleb Boggs Federal Building, 5th Floor, Room 5209, Wilmington, Delaware 19801. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Anchor Blue Anchor Blue is a specialty retailer of casual apparel and accessories for the teenage market. Founded in 1972, the Company has 117 stores located in nine western and southwestern states: Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and Washington. The Company employs 1,400 full and part-time employees in their stores and their corporate headquarters in Corona, California. Anchor Blue is an indirect affiliate of Sun Capital Partners, a Florida-based investment firm. Anchor Blue Holding Corp., together with Anchor Blue Inc., filed for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr. D. Del. Lead Case No. 11-10110). Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in Philadelphia, Pennsylvania, serves as counsel to the Debtors. Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, serve as co-counsel. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. An Official Committee of Unsecured Creditors has been formed in the Chapter 11 cases. As of January 1, 2011, the Debtors' books and records reflected total combined assets of roughly $24.7 million (book value) and total combined liabilities of roughly $38.5 million. ANCHOR BLUE: U.S. Trustee Appoints 5 Members to Creditors Panel --------------------------------------------------------------- Roberta A. Deangelis, the U.S. Trustee for Region 3, appoints five members to the Official Committee of Unsecured Creditors in Anchor Blue Holding Corp., et al.'s Chapter 11 cases. The Committee members include: 1) Production and Marketing Services Limited Attn: John L. Sun, 3550 Wilshire Boulevard, Suite 1250 Los Angeles CA 90010 Phone: (213) 382-7205 Fax: (213) 384-2693 2. Shanghai Shenda (America) LLC Attn: Kirk B. Burkley 707 Grant Street, Suite 2200 Gulf Tower, Pittsburgh PA 15219 Phone: (412) 456-8108 Fax: (412) 456-8289 3. GGP Limited Partnership Attn: Julie Minnick Bowden 110 N. Wacker Drive, Chicago IL 60606 Phone: (312) 960-2707 Fax: (312) 442-6374 4. Simon Property Group Attn: Ronald M. Tucker 225 W. Washington Street, Indianapolis IN 46204 Phone: (317) 263-2346 Fax: (317) 263-7901 5. CFL Commercial Attn: Mike Elias, President 847 W. Sixteenth Street, Newport Beach CA 92663 Phone: (714) 675-2507 Fax: (949) 631-6246 Anchor Blue is a specialty retailer of casual apparel and accessories for the teenage market. Founded in 1972, the Company has 117 stores located in nine western and southwestern states: Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and Washington. The Company employs 1,400 full and part-time employees in their stores and their corporate headquarters in Corona, California. Anchor Blue is an indirect affiliate of Sun Capital Partners, a Florida-based investment firm. Anchor Blue Holding Corp., together with Anchor Blue Inc., filed for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr. D. Del. Lead Case No. 11-10110). Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in Philadelphia, Pennsylvania, serves as counsel to the Debtors. Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, serve as co-counsel. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. As of January 1, 2011, the Debtors' books and records reflected total combined assets of roughly $24.7 million (book value) and total combined liabilities of roughly $38.5 million. ANN STREET: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Ann Street Property, LLC 5809 16th Avenue Brooklyn, NY 11204 Bankruptcy Case No.: 11-20187 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court District of Connecticut (Hartford) Debtor's Counsel: Ronald Chorches, Esq. LAW OFFICES OF RONALD I. CHORCHES 449 Silas Deane Highway, 2nd Floor Wethersfield, CT 06109 Tel: (860) 563-3955 Fax: (860) 513-1577 E-mail: ronchorcheslaw@sbcglobal.net Scheduled Assets: $0 to $50,000 Scheduled Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb11-20187.pdf The petition was signed by Yisroel Rabinowitz, member. ATTACHMATE CORP: Moody's Retains Rating After Debt Upsizing ----------------------------------------------------------- Moody's Investors Service said Attachmate Corporation's ratings remain unchanged following the upsizing of debt facilities being used to finance the Novell acquisition. While overall debt increased by $100 million in the upsizing ($50 million to the first lien term loan and $50 million to the second lien term loan), the capital structure will still be substantially stronger than pre-acquisition levels. The increase in debt and corresponding decrease in cash equity is material however, and Moody's view the post-acquisition company as weakly positioned in the B2 corporate family rating. On January 19, 2011, Moody's assigned B1 ratings to the proposed first lien debt facilities being used to finance the Novell transaction and refinance existing debt and also revised the post- transaction corporate family rating to B2 pending the close of the transaction. The first lien senior secured debt is being upsized to $875 million from $825 million and unrated second lien debt is being upsized to $275 million from $225 million. Attachmate is a leading independent provider of software connectivity products primarily for the legacy, mainframe computing user base as well as a niche participant in the larger, more fragmented systems and security management market which Novell also participates in. The company is headquartered in Seattle, Washington. AUSSIE HOMES: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Aussie Homes Corporation P.O. Box 152613 San Diego, CA 92195 Bankruptcy Case No.: 11-01375 Chapter 11 Petition Date: January 29, 2011 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Samuel H. Park, Esq. P.O. Box 927586 San Diego, CA 92192 Tel: (619) 674-7392 Fax: (619) 713-7374 E-mail: samuel@muanpark.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Timothy Brachmanis, president. AVANTOR PERFORMANCE: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'B+' corporate credit rating to specialty chemical company Avantor Performance Materials Holdings S.A. The outlook is stable. At the same time, S&P assigned 'BB-' senior secured debt ratings (one notch above the corporate credit rating) and recovery ratings of '2' to the $35 million five-year revolving credit facility maturing in 2015 and $145 million term loan maturing in 2016 of Avantor Performance Materials Holdings Inc., a wholly owned subsidiary of Avantor Performance Materials Holdings S.A. These ratings reflect S&P's expectation of substantial (70%-90%) recovery in the event of a payment default. The ratings on Avantor reflect a weak business risk profile and an aggressive financial risk profile. Avantor is a provider of high-purity chemicals to laboratory, pharmaceutical, and microelectronics end markets with trailing-12-month sales of $438 million as of June 25, 2010. "Our assessment of the business risk profile as weak reflects limited business diversity, customer concentration -- particularly in electronics -- reliance on a few key operating sites, and risks associated with becoming a stand- alone company," said Standard & Poor's credit analyst Cynthia Werneth. These risks include the need to establish independent management and accounting information systems, the establishment of stand- alone support functions, the reliance to date on carve-out financial statements, and transitioning away from the Mallinckrodt brand (which represents less than 20% of sales) to its new Macron brand. Sales to Avantor's top 10 customers total about 58% of total sales, with the largest single customer representing 16% of total sales. However, S&P notes that some of the largest customers are distributors, who in turn sell to many individual end users. On the positive side, demand for Avantor's products is fairly stable and has proven resilient to the recent economic downturn. In addition, long-standing and well-established relationships with key distributors and the practice of selling via catalogs in the laboratory segment result in a high level of repeat business. S&P also believe that the need to comply with government regulations in the laboratory and pharmaceutical segments provides a barrier to entry. The outlook is stable. Maintaining steady operating performance should translate into ratings stability. However, S&P could lower the ratings if Avantor has any significant problems establishing itself as a stand-alone company, or if costs to achieve independence are higher than anticipated. S&P could also lower the ratings if sales to a major customer drop unexpectedly, a shift in technology results in significantly lower sales of a product or group of products, or if growth stagnates and operating margins unexpectedly decline to about 9% -- which would cause the ratio of funds from operations to total adjusted debt to decline to about 8% (with the CPECs as 100% debt). A large, debt-financed acquisition could also lead to a downgrade. A higher rating is unlikely in the near term primarily because of the company's lack of a track record as a stand-alone company and some uncertainty regarding financial policies. BAKER CORRECTION: Bondholders Forego Principal Payments Until 2013 ------------------------------------------------------------------ Joel Addington at The Baker County Press reports that bondholders who financed construction of the Baker County Sheriff's Complex and its 500-plus bed jail have agreed to forego principal payments until 2013 so the facility can continue operations unabated. The report says Baker Correction Development Corporation borrowed $45 million to build the complex and fund its start-up in June 2009. The nonprofit corporation saw its revenues grow steadily through the end of 2010 along with the north Macclenny jail's inmate population, which hit a record-setting count of 492 prisoners in December. The increase didn't come soon enough, however, to ensure a principal and interest payment of about $2.8 million due this month. "It would be too much stress and put us under," said BCDC president Todd Knabb during the BCDC's board of directors meeting January 19, according to the report. "But if they give us time, we'll be solid as a rock." The report says the board approved a forbearance agreement 4-0 that afternoon with Bank of Oklahoma, the trustee of the bonds issued in 2008. The agreement allows BCDC to make interest only payments without any penalty through February 3, 2013, saving it about $2.3 million. BALDOR ELECTRIC: S&P Raises Corporate Credit Rating From 'BB-' -------------------------------------------------------------- Standard & Poor's Ratings Services said it has raised its corporate credit and unsecured debt ratings on Baldor Electric Co. to 'A' from 'BB-' and removed the ratings from CreditWatch, where they were placed with positive implications on Nov. 30, 2010, following ABB Ltd.'s announcement of its plan to acquire Baldor. Subsequently, S&P withdrew its corporate credit rating on Baldor. S&P also withdrew its rating on Baldor's senior secured debt. "The rating actions follow the completion of ABB's acquisition of Baldor," said Standard & Poor's credit analyst Sarah Wyeth. The corporate credit rating on ABB is 'A'. Baldor's senior secured credit facility was paid down completely with the close of the transaction. Baldor also announced its intention to redeem its senior unsecured notes. BARAI CAPITAL: Raided by FBI Over Insider-Trading Probe ------------------------------------------------------- The Wall Street Journal's Jenny Strasburg, Michael Rothfeld and Susan Pulliam report that Samir Barai, a former Citigroup Inc. hedge-fund manager, has been drawn into the government's insider- trading investigation as a co-conspirator in the case, and his firm has been raided by Federal Bureau of Investigation agents, according to people familiar with the matter. Mr. Barai, 39, is the founder of New York-based Barai Capital Management. The Journal says prosecutors haven't disclosed any charges of wrongdoing against Mr. Barai in the still-unfolding investigation. The Journal says FBI agents raided his fund in November, the people familiar with the matter say, but the fund's identity hasn't before been made public. According to the Journal, the development broadens the known scope of a burgeoning criminal probe because it marks the first time a hedge-fund manager has been publicly revealed as a co-conspirator in the case. The investigation is examining whether hedge funds and other investors traded on inside information received from corporate employees freelancing as consultants for "expert- network" firms. According to the Journal, Mr. Barai's role in the investigation involves conversations and trading that took place after Mr. Barai left Citigroup in 2007, and there is no indication the bank is implicated in the probe. The Journal relates Mr. Barai didn't return calls for comment. The FBI and Manhattan U.S. Attorney's office declined to comment. A Citigroup spokeswoman also declined to comment. According to the Journal, a criminal complaint filed in the case against an expert-network consultant said FBI agents raided the offices of an unnamed hedge fund, seizing recordings of telephone calls in which the fund's founder and a research analyst discussed inside information with the employee about technology companies including Marvell Technology Group Ltd. and Nvidia Corp. The Journal notes the complaint, filed in a New York federal court, alleged that Winifred Jiau, a consultant for expert-network firm Primary Global Research LLC, provided inside information about publicly traded companies to hedge-fund managers.? BARNSBORO INN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Barnsboro Inn, LLC 699 Main Street Sewell, NJ 08080 Bankruptcy Case No.: 11-12285 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Judith H. Wizmur Debtor's Counsel: E. Richard Dressel, Esq. FLASTER GREENBERG 1810 Chapel Avenue West, 3rd Floor Cherry Hill, NJ 08002 Tel: (856) 661-1900 E-mail: rick.dressel@flastergreenberg.com Scheduled Assets: $499,300 Scheduled Debts: $1,283,086 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb11-12285.pdf The petition was signed by Thomas F. Budd, managing member. BERNARD L MADOFF: Mets Owners Seek to Lock Deal by June ------------------------------------------------------- The Wall Street Journal's Matthew Futterman and Michael Rothfeld, and Chad Bray at Dow Jones Newswires report that the New York Mets hope to complete the sale of up to a 25% stake by the end of June, according to a person involved with the planned transaction, as the baseball team seeks funds to make up for a potential settlement related to investments with Bernard Madoff. According to the report, Mets owners Fred Wilpon and Saul Katz met with Major League Baseball Commissioner Bud Selig and his lieutenants Tuesday in what was described as an effort to update Major League Baseball on the Mets' financial problems and the owners' plans to sell a minority stake in the team, which they revealed Friday. Mets spokesman Jay Horowitz confirmed the meeting took place but declined to comment further. Madoff estate trustee, Irving Picard, is seeking to recover money from nearly 100 individuals, family foundations or entities associated with Sterling Equities, Mr. Wilpon's real-estate firm, including other limited partnerships associated with the Mets. The report notes an October 2009 court filing by Mr. Picard indicated that the Sterling Equities-related exposure was about $47.8 million in Madoff-related profits. However, the report continues, a person familiar with the matter indicated that Mr. Picard is now seeking more than $300 million that he says represents profits that all the Sterling-related entities and people associated with the team withdrew from Mr. Madoff's firm. The trustee is also seeking to recover some of their principal investment with Mr. Madoff, alleging they knew or should have known the business was fraudulent, this person said. The report relates lawyers for Mr. Wilpon and his associates acknowledged in a court filing late Monday that the December lawsuit by Mr. Picard had accused them of overlooking signs that Mr. Madoff was running a Ponzi scheme. The lawyers called the accusations "baseless" in court papers Monday. The report notes Mr. Picard's suit was filed under seal, a status that some news organizations have challenged. Late Monday, lawyers for Mr. Wilpon said extending the seal could improve chances of a settlement. Craig Schneider at The Atlanta Journal-Constitution reported that Martin Luther King III confirmed his involvement in discussions to purchase a part of the New York Mets. Bloomberg News' Nancy Kercheval reported that Michael Repole -- who co-founded Glaceau Vitaminwater sports drink, which he sold to Coca-Cola Co. for $4.1 billion in 2007 -- also has made known his interest in talking to the Mets' owners about buying a portion of the team. Ms. Kercheval also reported that the Mets were the third-highest- valued team in the major leagues at $858 million, behind the Yankees ($1.6 billion) and Boston Red Sox ($870 million), Forbes magazine said in April 2010. A sale of 20% to 25%, as outlined by the Wilpons, would be worth $171.6 million to $214.5 million, based on the Forbes figures. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of October 29, 2010, a total of US$5.69 billion in claims by investors has been allowed, with US$741.2 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BERNARD L MADOFF: Velvel Loses Latest Appeal Bid Against Trustee ---------------------------------------------------------------- Bankruptcy Law360 reports that a law professor and former investor who disagrees with the equity disbursement plan by the trustee overseeing the liquidation of Bernard L. Madoff's securities firm has lost his bid to stop the trustee from pursuing avoidance actions. Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern District of New York denied a motion to stay and appeal a Nov. 10 ruling, according to Law360. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of October 29, 2010, a total of US$5.69 billion in claims by investors has been allowed, with US$741.2 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BETHEL HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Bethel Healthcare, Inc. dba West Valley Convalescent Hospital 21800 Oxnard Street, Suite 220 Woodland Hills, CA 91367 Bankruptcy Case No.: 11-11180 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: David B. Golubchik, Esq. LEVENE NEALE BENDER RANKIN & BRILL LLP 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: dbg@lnbrb.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/cacb11-11180.pdf The petition was signed by Richard Brenner, chief operating officer and chief restructuring officer. BNA SUBSIDIARIES: Disclosure Hearing Scheduled for Feb. 9 --------------------------------------------------------- As reported in the Troubled Company Reporter on Jan. 4, 2011, BNA Subsidiaries, LLC, filed a proposed plan of reorganization with the U.S. Bankruptcy Court for the District of Delaware, and a disclosure statement explaining that plan. The Honorable Brendan L. Shannon will consider the adequacy of that disclosure document at a hearing on Feb. 9, 2011. Objections, if any, to the Debtor's disclosure statement must be filed and served by Feb. 2, 2011. The Debtor's plan contains significant release and injunction provisions. Rather interestingly, netDockets reports, the Debtor's pro forma financial projections show that BNA Subsidiaries will emerge from bankruptcy under the plan orchestrated by its parent with liabilities that exceed the value of its assets by over 65%. NetDockets relates that the plan provides the opportunity for someone other than BNA to acquire control of BNA Subsidiaries pursuant to a competitive sale process. About BNA Bureau of National Affairs is an independent publisher of information and analysis products for professionals in business and government. Petersborough, New Hampshire-based BNA Subsidiaries, LLC -- aka G-2 Reports, et al. -- was formed on January 1, 2009, through the merger of Kennedy Information, Inc., which was acquired by BNA in 2000, and the Institute of Management and Administration, Inc. (or IOMA), which was acquired in 1997. BNA Subsidiaries filed for Chapter 11 bankruptcy protection on September 23, 2010 (Bankr. D. Del. Case No. 10-13087). Marion M. Quirk, Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assist the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $1 million to $10 million. BOISE FOOD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Boise Food Service, Inc. 8777 W. Overland Boise, ID 83709 Bankruptcy Case No.: 11-40710 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: Christine M. Tobin, Esq. BUSH STROUT & KORNFELD LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 E-mail: ctobin@bskd.com Scheduled Assets: $1,023,177 Scheduled Debts: $2,221,389 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb11-40710.pdf The petition was signed by Joe McGivney, CEO/president/secretary. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Boise Food Land, LLC 11-40157 01/10/11 Joseph P. McGivney 10-50104 12/09/10 BORDERS GROUP: Said to File for Chapter 11 by Month's End --------------------------------------------------------- The Wall Street Journal's Mike Spector reports that people familiar with the matter said Borders Group Inc. is preparing for a possible bankruptcy-protection filing as soon as the middle of this month. Bloomberg News, citing three people familiar with the matter, earlier reported Borders may file for bankruptcy protection as soon as next week. The retailer will likely close at least 150 stores, one person said. The people declined to be identified because the proceedings aren't public. Several private equity groups are weighing whether to provide a junior loan to Borders Group, one of the people said. According to the Journal, Borders is still finalizing certain aspects of its restructuring plans ahead of a potential filing, including financing that would keep it afloat in court and the number of stores it will seek to close. The sources told the Journal the Chapter 11 bankruptcy filing could be delayed until closer to the end of February. Bloomberg relates that Mary Davis, a Borders spokeswoman, declined to comment and referred to a Jan. 27 statement from Borders President Michael Edwards. He said the company "is doing everything possible" to maintain its relationships with vendors and publishers. While his company has a financing commitment from General Electric Capital Corp., Borders may proceed to an in-court restructuring Edwards said in the statement. Sources told the Journal that under the bankruptcy plans currently being negotiated, Borders would aim to close between 150 and 200 stores. The people cautioned that the final number of store closures has yet to be determined and could increase. According to one of the Journal's sources, Borders wants to arrive at a final number of store closures before entering bankruptcy court to avoid hanging on to any unprofitable stores longer than necessary. The sources also said Borders is in talks with Bank of America Corp. and General Electric Co.'s finance arm about $500 million to $550 million in debtor-in-possession financing that would keep the company operating after a court filing, the people said. Borders is still trying to persuade publishers to forgive unpaid bills in exchange for debt the company would repay later. That is one of a number of conditions required before Borders can tap a new credit line from GE Capital. The Journal relates one source said publishers want Borders to use the bankruptcy process to close stores and become more viable rather than putting a "Band- Aid" on its problems with the current out-of-court deal on the table. In-Court Restructuring Borders Group President Mike Edwards last week said Borders is exploring "alternative avenues, including the possibility of an in-court restructuring." As reported by the Troubled Company Reporter on January 28, 2011, Borders received a commitment from GE Capital, Restructuring Finance to provide a $550 million senior secured credit facility, which include $125 million of additional junior debt financing via the conversion of vendor payables or external sources. The new $550 million senior secured credit facility, once funded, will mature in 2014, and will replace the company's existing revolving senior credit and term loan facilities. The TCR on January 31 reported that Borders will delay payments to certain parties -- vendors, landlords and others -- scheduled for the end of January. The delay is intended to help the company maintain liquidity while it seeks to complete a refinancing or restructuring of its existing credit facilities and other obligations. According to The Wall Street Journal, Borders said Dec. 30 it was delaying payments to some publishers. 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. According to the Journal, Borders has tapped investment bank Jefferies & Co. and law firm Kasowitz, Benson, Torres & Friedman to advise on its current refinancing efforts. According to Reuters, people familiar with the situation said Borders has hired restructuring specialist FTI Consulting Inc. to help analyze its financing. The New York Times' DealBook Borders has asked publishers to take up to one-third of the company's reorganized debt, but the exact percentage has not yet been determined. The New York Times reported that the law firm Lowenstein Sandler and the consulting firm Alvarez & Marsal represented publishers during their meeting with Borders. 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. * * * Adrianne Pasquarelli, writing for Crain's New York Business, reports the clock is ticking on Borders' nine New York City stores. Borders has five Manhattan stores, each at least 20,000 square feet, as well as locations in Queens and Staten Island. According to Crain's, Richard Hodos, executive vice president at CB Richard Ellis, said, "A prudent landlord would be lining up replacement tenants in the event either Borders files for bankruptcy or decides not to pay rent long-term." Mr. Hodos, Crain's relates, noted that some of Borders' local outposts, including space in the Time Warner Center owned by Related Cos., 100 Broadway and 2 Penn Plaza, are all high-traffic locations that should be easily rented. However, the Borders in Kips Bay and the one on Park Avenue and East 57th Street are not as easily leasable "Time will tell," said Mr. Hodos, according to Crain's. Mr. Hodes also noted that many retailers file for bankruptcy after the holiday season is over. 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. As of October 30, 2010, Borders had total assets of $1.35 billion, total liabilities of $1.40 billion, and a stockholders' deficit of $40.8 million. Borders received a financing commitment of $550 million from the General Electric unit on Jan. 27. The funding had several conditions including securing $175 million from other lenders and $125 million in junior debt provided by vendors and lenders. The funding is also contingent on Borders completing a program to close stores. BORDERS GROUP: UBS AG Discloses 4.59% Equity Stake -------------------------------------------------- In an amended Schedule 13G filing with the Securities and Exchange Commission on January 31, 2011, UBS AG disclosed that it beneficially owns 3,309,591 shares of common stock of Borders Group Inc., representing 4.59% of the shares outstanding. The number of shares of common stock outstanding at December 6, 2010 was 72,072,310. 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. As of October 30, 2010, Borders had total assets of $1.35 billion, total liabilities of $1.40 billion, and a stockholders' deficit of $40.8 million. The Wall Street Journal reported that Borders said Dec. 30 it was delaying payments to some publishers. 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. According to the Journal, Borders has tapped investment bank Jefferies & Co. and law firm Kasowitz, Benson, Torres & Friedman to advise on its current refinancing efforts. The New York Times' DealBook, citing people briefed on the situation, said publishers have been given until February 1 to decide whether they are willing to accept Border's proposal to turn overdue payments into a loan. 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. The New York Times also reported that the law firm Lowenstein Sandler and the consulting firm Alvarez & Marsal represented publishers during their meeting with Borders. 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. B.R. SUMMERLIN: Files Schedules of Assets & Liabilities ------------------------------------------------------- B.R. Summerlin Property, LLC, has filed with the U.S. Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $22,000,000 B. Personal Property $1,066,151 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $14,928,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $486,103 ----------- ----------- TOTAL $23,066,151 $15,414,103 A copy of the Schedules of Assets & Liabilities is available for free at http://bankrupt.com/misc/BRSummerlin_sal.pdf 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. 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. BYRNES SCHOOLS: First Citizens Bank to Foreclose on Loan -------------------------------------------------------- Alisha Laventure, writing for WMBF News in Florence County, South Carolina, reports the Byrnes Schools officials are confident in a plan they say will not allow the bank to seize the school. WMBF says the First Citizens Bank has taken steps to foreclose on a loan taken out by The Byrnes Schools back in 2007. Officials say they plan to auction off the property on Feb. 1. The school board is adamant the school will not close. The report relates John Isgett, former school board chairman, said the school has already sought legal council to ensure the bank will not sell the property. If the school is unable to secure the funds, officials say they will have to restructure their financial plan. This could include filing for chapter 11 bankruptcy, though officials would prefer not to. According to the report, Tom Goodsen, the board's current chairman, said First Citizens Bank proposed a forbearance agreement in January 2010. This allowed the school to waive payments for six months to invest those funds in profitable ventures. When they reconvened in June, Mr. Goodsen said they gave them two weeks to pay the loan in full. WMBF News was unable to reach First Citizens Bank for comment. The Byrnes Schools were established in Quinby is 1965. They are the only non-for-profit private institution that teaches children from pre kindergarten to 12th grade. CASPIAN GAS: Launches Chapter 7 Liquidation Proceedings ------------------------------------------------------- Dow Jones' DBR Small Cap reports that Caspian Gas Corp. will liquidate under bankruptcy protection after failing to strike a restructuring agreement with the government of Kazakhstan, where it sought to explore for natural gas. According to DBR, Caspian Gas reported debts of $385.1 million versus assets of about $9,000 in its Chapter 7 petition filed before the U.S. Bankruptcy Court in Manhattan. Under Chapter 7 of the Bankruptcy Code, a trustee is appointed to oversee the liquidation of a company's assets and to distribute the proceeds to its creditors. The report notes that joining Caspian in bankruptcy court is Bridge Hydrocarbons LLC, which seven years ago purchased an 85% stake in Caspian from a subsidiary of American International Petroleum Corp. Polgraft Oil Ltd. holds the remaining 15% stake, which it acquired out of the 2006 bankruptcy proceeding of the American International subsidiary, the report discloses. DBR adds that Caspian said it held a license to explore and extract gas from a field in western Kazakhstan. Headquartered in Kazakhstan, Caspian Gas Corp. support activities for petroleum and natural gas extraction. CELL THERAPEUTICS: Estimates $25.86MM Net Loss in December ---------------------------------------------------------- Cell Therapeutics, Inc. provided information pursuant to a request from the Italian securities regulatory authority, CONSOB, pursuant to Article 114, Section 5 of the Unified Financial Act. The Company estimates a net loss of US$25.87 million for the month ended December 31, 2010, compared with a net loss of US$4.17 million for the month ended Nov. 30, 2010. The Company estimates cash of US$22.65 million at the end of December, compared with US$27.88 million at the end of November. A full-text copy of the Monthly Information Report is available for free at http://ResearchArchives.com/t/s?72a3 About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. The Company's balance sheet at September 30, 2010, showed $46.6 million in total assets, $38.9 million in total liabilities, $13.4 million in common stock purchase warrants, and a stockholders' deficit of $5.7 million. Stonefield Josephson, Inc., in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has sustained loss from operations, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of December 31, 2009. CHICAGO H&S: Dist. Court Affirms Disallowance of Formula Claim -------------------------------------------------------------- District Judge Robert W. Gettleman affirmed a bankruptcy court ruling disallowing an amended claim filed by The Formula Inc. in the bankruptcy case of Chicago H&S Hotel Property L.L.C. The Formula assigned its claim to Mirabella Foundation in August 2008. Mirabella made the district court appeal. The Debtor entered into presale agreements with The Formula, through which individual investors were offered the opportunity to buy condominium units in the Debtor's Hotel 71 in Chicago when completed. The Formula is entitled to a fee when a unit was resold. The unit buyers all made earnest money deposits of $10,000 into an interest-bearing escrow account at Chicago Title & Trust. In spring 2005, the Debtor and The Formula had a dispute over whether the unit buyers could resell their units before the remaining unsold units were sold. To resolve that dispute, the Debtor and The Formula entered into individual settlement agreements with the unit buyers. Mirabella has alleged that the Debtor failed to perform its obligations under the settlement agreements by failing to resell and pay resale profits, failing to pay extension fees, and failing to pay the sales commissions. In October 2007, the Debtor filed for Chapter 11, and in December 2007, the Debtor filed its Chapter 11 Plan of Reorganization. The Hotel 71 condominium project was completed. In January 2008, The Formula offered all unit buyers the option to "assign all of their contractual rights to Formula in exchange for payment of $10,000." 87 unit buyers accepted this offer. The Formula objected to the hotel sale and plan of confirmation on their behalf. Chicago Title & Trust -- where the $10,000 deposits were being held in escrow -- brought an adversary proceeding seeking to distribute the funds it was holding in escrow. In a contested bankruptcy court proceeding, Mirabella as The Formula's assignee claimed the interest earned on the deposits made by the 87 unit buyers. The other unit buyers were paid the interest earned on their deposits. 136 unit buyers filed proofs of claims, and the bankruptcy court disallowed all claims in excess of the $10,000 deposit and earned interest. In February 2008, The Formula filed an amended claim, seeking $22,098,390 in three types of payments on behalf of 78 unit buyers: (1) resale profits, calculated based on the default closing price specified in the settlement agreements; (2) extension fees of $10,000 per unit per month; and (3) commissions of 6 percent of the default purchase price of the 78 units. None of the 78 unit buyers whom The Formula purported to represent had assigned their rights to The Formula. On March 21, 2008, after a lengthy trial, the bankruptcy court confirmed the Debtor's plan of reorganization and authorized the sale of Hotel 71. The plan provided for the $10,000 escrowed deposits to be returned, with earned interest, to the unit buyers, in full settlement of the unit buyers' claims. The sale closed, and the plan became effective, on July 16, 2008. The Debtor filed an objection to The Formula's claim in January 2010, based on various theories including The Formula's lack of contractual rights, the complete satisfaction of the claim by the full return of the unit buyers' deposits and earned interest, and subordination under the Bankruptcy Code. In March 2010, the bankruptcy court disallowed the claim, finding that the settlement agreements' terms gave the unit buyers exclusive rights to the resale profits and extension fees, and gave the exclusive rights to commissions to a broker to be appointed by The Formula. The appellate case is Mirabella Foundation, v. Chicago H&S Hotel Property L.L.C., Case No. 10-CV-2546 (N.D. Ill.). A copy of the District Court's January 26, 2011 Memorandum Opinion and Order is available at http://is.gd/HmyFVIfrom Leagle.com. About Chicago H&S Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba Hotel 71, owns and operates a 40-story, 437 guestroom full service hotel. The Company filed for Chapter 11 protection on Oct. 29, 2007 (Bankr. N.D. Ill. Case No. 07-20088). Charles R. Gibbs, Esq. at Akin Gump Strauus Hauer & Feld LLP, and Daniel A. Zazove, Esq., and Jason D. Horwitz, Esq., at Perkins Coie LLP, represented the Debtor in its restructuring efforts. The Official Committee of Unsecured Creditors in the Debtor's case chose Polsinelli Shalton Flanigan Suelthaus P.C. as its counsel. The Debtor's schedules reflect total assets of $133,553,529, and total liabilities of $106,862,713. CHRYSLER GROUP: Paying $750 Bonus to UAW And CAW Workers -------------------------------------------------------- Detroit Free Press staff writer Greg Gardner reports that Chrysler Group will pay its UAW and CAW workers an average "performance award" of $750 next week, based on the Company's 2010 operating profit of $763 million, despite the fact it lost $652 million after interest expenses and other restructuring obligations. Free Press relates Chrysler spokeswoman Shawn Morgan said Monday salaried workers, except for the top 50 executives, also will receive payments. Because Chrysler still owes about $5.8 billion to the U.S. government, loaned under the Troubled Asset Relief Program, the U.S. Treasury can restrict senior management's compensation. "It was absolutely owed that we treat our people properly," CEO Sergio Marchionne told analysts and reporters on a conference call, according to the Free Press. "The obligation to our people was much greater than the need to improve our bottom line profitability." The Free Press says General Holiefield, vice president of the UAW's Chrysler department, praised the decision to reward workers. As reported by the Troubled Company Reporter on Tuesday, Jeff Bennett, writing for Dow Jones' Newswires, said Chrysler posted a net loss of $199 million for the fourth quarter 2010 as interest payments on its government loans continued to gnaw at the auto maker's bottom line. Dow Jones said the loss was much smaller than its $2.69 billion deficit in the year-ago quarter. For all of 2010 Chrysler had a loss of $652 million. Dow Jones said Chrysler didn't disclose a comparable figure for 2009, when it was in bankruptcy. According to Dow Jones, Chief Executive Sergio Marchionne said the company would have made money if it hadn't had to pay $329 million in interest in the fourth quarter. Its interest payments for the year totaled $1.23 billion. According to Dow Jones, Chrysler is working on a plan to secure financing from a group of banks, including Goldman Sachs Group Inc., and use the funds to repay the $7.4 billion in loans it received from the U.S. and Canadian governments before filing for bankruptcy in 2009. The bank financing would come at a lower interest rate than the government loans. About Chrysler Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20% equity interest in Chrysler Group. The U.S. and Canadian governments provided Chrysler with $4.5 billion to finance its bankruptcy case. Those loans are to be repaid with the proceeds of the bankruptcy estate's liquidation. CLOVERLEAF ENTERPRISES: Hearing on Penn National's Purchase Today ----------------------------------------------------------------- Hanah Cho, writing for The Baltimore Sun, reports a bankruptcy judge is expected to consider casino operator Penn National Gaming's purchase of Rosecroft Raceway at a hearing Wednesday. Ms. Cho also reports that Bethesda, Md. developer Nathan Landow, a former state Democratic Party chairman, confirmed on Monday he was the third bidder in the Rosecroft Raceway auction in Prince George's County. According to the report, Mr. Landow said Rosecroft is appealing because the facility has development potential, which could include expanded gambling there. As reported by the Troubled Company Reporter on Tuesday, Penn won the bidding for Rosecroft Raceway. Citing a prior report by Ms. Ho, the TCR said Penn agreed to pay $10.25 million in cash, outbidding Baltimore lawyer and Orioles owner Peter G. Angelos and one other unidentified bidder. Mr. Angelos was the "stalking- horse" bidder, offering to buy the track for $9 million in cash, plus $5 million if a referendum to expand gambling is approved and slots are operational at the facility by December 2012. According to Ms. Ho's report, Mr. Angelos will receive a $250,000 "breakup fee" and be repaid a $250,000 loan he made to Rosecroft. About Cloverleaf Enterprises Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owned the Rosecroft Raceway, a harness track in Fort Washington, Maryland. The Company filed for Chapter 11 protection (Bankr. D. Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C. The Company estimated $10 million to $50 million in assets and $1 million to $10 million in debts in its Chapter 11 petition. In April 2010, Judge Paul Mannes denied a motion to sell the assets, saying the sale "primarily benefits" the track's sole shareholder. The Company's operations were halted in June 2010. In November 2010, the U.S. Trustee named James J. Murphy to serve as Cloverleaf's Chapter 11 trustee. COLONIAL BANCGROUP: FDIC Says Bankruptcy-Exit Plan "Premature" -------------------------------------------------------------- The Federal Deposit Insurance Corp. and other parties filed with the U.S. Bankruptcy Court separate objections to Colonial BancGroup's proposed Chapter 11 plan. BankruptcyData.com reports that Broadbill Investment Corp., and the lead plaintiffs to a lawsuit against Colonial (Arkansas Teacher Retirement System, The State-Boston Retirement System, Norfolk County Retirement System and City of Brockton Retirement System) also filed objections. According to Joseph Checkler of Dow Jones' Daily Bankruptcy Review, the FDIC claims that Colonial's bankruptcy-exit plan proposal is "premature" considering the FDIC is appealing a case in which it says the bank-holding company owes it more than $900 million. The FDIC said the Colonial's liquidation plan "surprisingly" doesn't bring up that an FDIC win on appeal would likely render its plan unconfirmable. "If the FDIC-Receiver is successful in this appeal, the debtor will be required, in order to remain in Chapter 11, to immediately cure its capital maintenance commitments, as required under [the Bankruptcy Code]," the FDIC stated. The FDIC adds that the amount could exceed $900 million and that Colonial's case would have to be converted to a Chapter 7 liquidation if FDIC wins an appeal. The FDIC said Colonial's plan to exit bankruptcy and so-called disclosure statement -- or plain language reading that creditors must vote on -- should contain a discussion about the pending litigation. "There can be no doubt that the outcome of the litigation pending between the debtor and the FDIC-Receiver will materially impact the course of this case," the FDIC says in its filing. Plan Confirmation Hearing Tomorrow Colonial BancGroup Inc. is scheduled to present its Plan of Liquidation for confirmation at a hearing on February 3, 2011, after it obtained approval from the Bankruptcy Court of the explanatory disclosure statement, according to BankruptcyData.com. As reported in the December 15, 2010 edition of the Troubled Company Reporter, according to the Disclosure Statement, the Plan calls for the liquidation of all assets of the Debtor and the distribution of the proceeds to the Debtor's creditors. After the Plan is confirmed by the Bankruptcy Court, the Plan Trustee will be authorized to continue the task begun by the Debtor of pursuing, collecting and liquidating the remaining assets of the Debtor. In addition to liquidating the Debtor's Core Assets, the Plan Trustee will investigate and evaluate any claims the Debtor may have against insiders, affiliated companies and independent third parties, the pursuit of which may supplement the proceeds recovered by liquidating the Debtor's core assets. The proceeds of this liquidation effort will be used to pay the outstanding claims against the Debtor in accordance with the classifications and order of priority of these claims under the Plan. The Debtor intends to pay all claims in full. However, the Debtor does not anticipate any distribution to Classes G (Statutorily Subordinated Claims) and H (Equity Interests). If there are insufficient funds to pay a certain class in full, available funds will be distributed pro rata among the members of that class in accordance with the amount of the allowed claims in that class. Reserves will be established for the payment of disputed claims to the extent required in the Plan. As part of his duties, the Plan Trustee will evaluate and contest Claims and Equity Interests (if necessary) asserted against the Debtor when, in his judgment and based on all of the circumstances, the Plan Trustee concludes that the claim or Interest must be contested. Other parties-in-interest also are entitled to object to and otherwise challenge Claims asserted against the Debtor. The Plan will be funded by existing cash on hand and the cash to be received from the liquidation of the Debtor's assets. In addition, the Plan will be funded by any recoveries realized from the prosecution or settlement of litigation undertaken by the Plan Trustee in the name of and on behalf of the Debtor. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. In September 2009, an Official Committee of Unsecured Creditors was formed consisting of three members, Fine Geddie & Associates, The Bank of New York Trust Company, N.A., and U.S. Bank National Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve as co-counsel for the Committee. Colonial Brokerage, a wholly owned subsidiary of Colonial BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Middle District of Alabama in June 2010. Susan S. DePaola serves as Chapter 7 trustee. COLUMBIAN CHEMICALS: S&P Puts 'BB-' Rating on CreditWatch Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services said it placed its ratings on Marietta, Ga.-based Columbian Chemicals Acquisition LLC, including its 'BB-' corporate credit rating, on CreditWatch with negative implications. "The rating action follows the recent announcement by the Aditya Birla Group that it has entered into a definitive agreement to acquire Columbian Chemicals through its associates, Alexandria Carbon Black Co. and Thai Carbon Black Co. along with SKI investments, an Aditya Birla Co.," said Standard & Poor's credit analyst Seamus Ryan. Columbian is currently owned by One Equity Partners, the merchant banking arm of J.P. Morgan Chase. "The CreditWatch placement reflects the potential for a downgrade if debt is increased to complete the acquisition, subject to a review of the terms of the proposed transaction," added Mr. Ryan. "The review will also include an assessment of any strategic, operational, or financial benefits that may be derived from the combination with new owners." With trailing 12-month sales of about $1 billion as of Sept. 30, 2010, Columbian Chemicals is the third-largest global carbon black producer. Carbon black used in the manufacture of tires generates about 60% of company sales with an additional 20% from related materials used in auto fan belts, cooling hoses, weather- stripping, and in marine and aerospace applications. The company has operations in North America, Europe, South America, and Asia. Standard & Poor's will monitor developments related to the proposed acquisition. S&P expects to resolve the CreditWatch status of the ratings when further details about the planned acquisition are available, including the proposed capital structure. S&P could lower the ratings if additional debt weakens financial metrics without measurable offsetting benefits to the business profile. S&P will update the CreditWatch as additional information about the proposed transaction becomes available. CORINTHIAN SUB-ACUTE: Case Summary & Creditors List --------------------------------------------------- Debtor: Corinthian Sub-Acute & Rehabilitation Center, Inc. dba Corinthian Gardens Healthcare Center 21800 Oxnard Street, Suite 220 Woodland Hills, CA 91367 Bankruptcy Case No.: 11-11185 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: David B. Golubchik, Esq. LEVENE NEALE BENDER RANKIN & BRILL LLP 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: dbg@lnbrb.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/cacb11-11185.pdf The petition was signed by Richard Brenner, chief operating officer and chief restructuring officer. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Bethel Healthcare, Inc. 11-11180 01/28/11 CUBA TROPICAL: Files for Chapter 7 Bankruptcy Protection -------------------------------------------------------- The Packer reports that Cuba Tropical Inc. filed a Chapter 7 bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-10097) in January. Judge Allan L. Gropper presides over the case. The Debtor's Attorney is Neal M. Rosenbloom, who may be reached at 212-301-6923. The Trustee assigned is Jil Mazer-Marino, who may be reached at 516-741-6565. A meeting of creditors is set for Feb. 4, 2011, at 9:30 a.m. Objections are due by Feb. 7, 2011. Cuba Tropical Inc. -- http://cubatropicalinc.com/-- carries a full line of tropicals, groceries, food service, dairy and frozen food. DANIEL BOONE: School Board Wants Budget Cuts to Avoid Bankruptcy ---------------------------------------------------------------- Denise Larive, writing for Berks-Mont News, reports that Daniel Boone School Board members said the district needs a bare bones 2011-12 budget to avoid a future bankruptcy. According to the report, the Board members asked Superintendent Dr. Gary L. Otto on Jan. 24 to bring back a budget that has reduced the $6.9 million deficit to zero. The report says board members and Dr. Otto said they could then begin to add some programs back into the budget (the needs versus the wants) if there was the possibility of increased revenues. The board could also consider a tax increase to its residents. According to the report, the board delayed its vote to curtail kindergarten until after the Feb. 3 Curriculum Committee Meeting, when it will know the full impact of the curtailment and furloughing seven kindergarten teachers. The report says curtailment could affect up to 40 other teachers, as well as aides, that would be shifted throughout the district. The Daniel Boone Area School District is in Birdsboro, Pennsylvania. DBSD N.A.: Dish Network to Buy Business for $1 Billion ------------------------------------------------------ DISH Network Corporation said it has entered into an agreement to acquire 100 percent of the equity of the reorganized DBSD North America, Inc., a hybrid satellite and terrestrial communications company, for approximately $1 billion subject to certain adjustments, including interest accruing on DBSD North America's existing debt. DISH Network is also committing to provide a debtor-in-possession credit facility to DBSD North America in connection with filings under Chapter 11 of the U.S. Bankruptcy Code. The credit facility, which remains subject to approval by the Bankruptcy Court, will consist of a non-revolving, multiple draw term loan in the aggregate principal amount of $87.5 million. This transaction is to be completed upon satisfaction of certain conditions, including approval by the Federal Communications Commission and DBSD North America's emergence from bankruptcy. The Agreements Dish Network said in a regulatory filing that on February 1, 2011, it entered into a commitment to provide a debtor-in-possession credit facility to DBSD North America. The Credit Facility, which remains subject to approval by the Bankruptcy Court, will consist of a non-revolving, multiple draw term loan in the aggregate principal amount of $87.5 million, with drawings subject to the terms and conditions set forth in the Credit Facility. On February 1, 2011, Dish Network also entered into an investment agreement pursuant to which it has committed to acquire 100% of the equity of reorganized DBSD North America for approximately $1 billion subject to certain adjustments, including interest accruing on DBSD North America's existing debt. This transaction is to be completed upon satisfaction of certain conditions, including approval by the Federal Communications Commission and DBSD North America's emergence from bankruptcy. Under the investment agreement, which remains subject to approval by the Bankruptcy Court, we have also committed to support DBSD North America's plan of reorganization under which: (i) all claims under their 7.5% Convertible Senior Secured Notes due 2009, issued under that certain indenture dated August 15, 2005, as supplemented and amended, among DBSD North America, the guarantors named therein, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, will be paid in full; (ii) all of DBSD North America's obligations under the Credit Facility will be paid in full; (iii) the holders of general unsecured claims of DBSD North America shall receive partial payment; and (iv) certain additional claims in bankruptcy will also be paid in full. February 15 Hearing Lauren Pollock, writing for Dow Jones Newswires, reports a hearing on the agreement, which comes after Dish lost an appeal to overturn DBSD's bankruptcy plan, has been set for Feb. 15. Dow Jones relates Dish Chief Executive Charles Ergen has been circling bankrupt Terrestar Networks and DBSD since at least 2007, according to people involved in the bankruptcies, buying up bonds and loans in the two companies. Mr. Ergen is also chairman of Dish's sister company Echostar Corp., which is attempting to get control of Terrestar. Dow Jones says the DBSD deal will help Mr. Ergen gain access to broadband spectrum. He could use the spectrum DBSD and Terrestar control to help Dish and EchoStar face competition from video- over-Internet providers, or flip it to the highest bidder if a broadband shortage develops, people involved in both bankruptcies have said, according to the report. Evelyn M. Rusli, writing for The New York Times' DealBook, reports that Todd Mitchell, a Kaufman Brothers analyst, believes DBSD is worth $2 billion to $3 billion. DealBook also relates that John Stone, a partner at the boutique investment bank Near Earth, said buying DBSD was Dish's Plan B. He said, "Plan A was to try to get hold of DBSD through the loan- to-own scenario, but they are still getting the assets they wanted at a decent price. If not by land then by sea, and at the end of the day it's still mission accomplished." About DISH Network DISH Network Corporation -- http://www.dish.com/-- through its subsidiary DISH Network L.L.C., provides more than 14.2 million satellite TV customers, as of September 30, 2010, with the highest quality programming and technology at the best value, including HD Free for Life. Subscribers enjoy industry-leading customer satisfaction, the largest high definition line-up with more than 200 national HD channels, the most international channels, and award-winning HD and DVR technology. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc., aka ICO Member Services Inc., offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the financial advisors to the Debtors. The Garden City Group Inc. is the claims agent for the Debtors. DBSD estimated assets and debts of $500 million to $1 billion in its Chapter 11 petition. DELPHI CORP: Battenberg Hopes for Return to Auto Industry --------------------------------------------------------- After a federal jury found him not guilty of fraud, former Delphi CORP Chief Executive J.T. Battenberg III said he feels vindicated and would like to work again in the auto industry, Mike Colias of Automotive News reported. "Now I can return to a normal life," Delphi's former chief executive told Automotive News after the announcement of the verdict on January 13, 2011. "It's relief," he was quoted as saying. The jury in a civil lawsuit filed by the U.S. Securities and Exchange Commission against Mr. Battenberg and former Delphi chief accounting officer Paul Free cleared Mr. Battenberg of fraud charges, the most serious allegations, concerning the accounting of a $237 million payment made to General Motors Corporation in 2000. Mr. Battenberg, however, was found guilty of accounting errors and misrepresentation to accountants. Weeks of testimony also dug up the tense relationship between Delphi and its former parent General Motors Corporation to which Mr. Battenberg said "he was embarrassed for GM," Automotive News noted. According to the report, Mr. Battenberg mentioned at the trial that he was stunned by GM's tough tactics. Mr. Battenberg further said GM's appointment of J. Ignacio Lopez as purchasing czar in the 1990s and Harold Kutner started the downfall of relations between GM and suppliers. "Those guys were off base and everybody knew it," Mr. Battenberg pointed out, according to the report. "I think the jury saw that," Mr. Battenberg added. Mr. Battenberg also expressed his openness to being a director for an auto company but noted no concrete plans, the report mentioned. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was 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: DPH Files Operating Report for 4th Quarter ------------------------------------------------------- DPH Holding Corp. and its affiliates submitted to Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York on January 26, 2010, a consolidated operating report for the quarter period ended December 31, 2010. DPH Holdings President John C. Brooks related that the Reorganized Debtors incurred an operating income of $1 million for the fourth quarter of 2010. DPH Holdings Corp., et al. Schedule of Disbursements Three Months Ended December 31, 2010 DPH Holdings Corp. $12,748,000 ASEC Manufacturing General Partnership 0 ASEC Sales General Partnership 0 DPH Medical Systems Colorado LLC 0 DPH Medical Systems Texas LLC 0 DPH Medical Systems LLC 0 Specialty Electronics, LLC 0 DPH Mechatronic Systems, LLC 0 DPH International Services, LLC 0 DPH-DAS Overseas LLC 0 DPH-DAS (Holding), LLC 0 DPH Diesel Systems LLC 0 DPH LLC 0 DPH Connection Systems LLC 0 DPH-DAS Services LLC 0 DPH-DAS Human Resources LLC 0 DPH-DAS LLC 517,000 DPH Furukawa Wiring Systems LLC 0 MobileAria, LLC 0 In connection with the consummation of Delphi Corp.'s Confirmed Modified First Amended Joint Plan of Reorganization, DIP Holdco LLP, now known as Delphi Automotive LLP, as assignee of DIP Holdco 3 LLC, through various subsidiaries and affiliates, acquired on October 6, 2009, substantially all of the global core business of Delphi Corp., now known as DPH Holdings Corp. and its debtor affiliates, including the stock of Delphi Technologies, Inc. and the membership interests in Delphi China LLC. Thus, neither Delphi Technologies, Inc. nor Delphi China LLC is included in the current quarterly operating report. Debtors Delphi Technologies, Inc., and Delphi China LLC filed with the Court a separate operating report for the quarter ended December 31, 2010. Delphi Technologies, Inc., et al. Schedule of Disbursements Three Months Ended December 31, 2010 Delphi Technologies, Inc. $3,503,354 Delphi China LLC 0 Delphi Corp. Treasurer and Acting Chief Financial Officer Keith D. Stipp related that operating expenses plus any applicable cure payments for the quarter ended December 31, 2010, was used as a proxy for disbursements for Delphi Technologies, Inc., and Delphi China, LLC. Mr. Stipp further noted that Delphi Technologies and Delphi China have an operating income of $54 million for the fourth quarter 2010. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was 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: Ohio Bureau Wants to File Late $24.7 Mil. Claim ------------------------------------------------------------ Ohio Bureau of Workers' Compensation says Delphi Corp. incurred about $24,732,628 in tax assessments for workers' compensation in connection with its status as a self-insured employer doing business in the state of Ohio. Ohio Bureau of Workers' Compensation timely filed its claim as a prepetition priority tax claim against Delphi in December 2005. In June 2009, the Debtors objected to the Claim on the basis that the Claim was not entitled to priority and should be re- classified as unsecured, thereby acknowledging that the Claim was timely filed, Mark Skapof, Esq., at Baker & Hostetler LLP, in New York -- mskapof@bakerlaw.com -- points out. At a December 16, 2010 hearing, the Court ruled that the Claim would be disallowed as a priority tax claim but that the disallowance was "without prejudice to any arguments under [Bankruptcy Rule] 9006," Mr. Skapof reminds the Court. Indeed, the order entered on December 20, 2010, is partially erroneous because it failed to incorporate the Court's ruling that there is no prejudice to the Bureau's rights to file this motion, he contends. By this motion, the Bureau asks the Court to: (i) deem the Claim as a timely filed administrative expense claim; or (ii) in the alternative, authorize it to amend the Claim to reflect the Court's ruling that it has an administrative expense claim; or (iii) permit it to file a late administrative expense claim to avoid an obviously prejudicial result, which in effect punishes the Bureau for timely filing its Claim in accordance with Ohio law. Mr. Skapof insists that the Bureau timely acted in a reasonable manner and took affirmative steps to protect its rights. Given that the Claim has been on file for over five years, and sets forth the Bureau's right to payment, the Reorganized Debtors can hardly argue that the Claim took them by surprise or would disrupt implementation of the Plan, he asserts. If the Court chooses not to deem the Claim a timely filed administrative expense claim, the Bureau believes that it should be permitted to amend the Claim as one for an administrative expense. He insists that the misclassification of the Claim occurred through no fault of the Bureau. In the event that the Court does not to deem the Claim timely filed or permit its amendment, the Claim should still be allowed under the "excusable neglect" doctrine, Mr. Skapof argues. He stresses that the Bureau discovered that it had an administrative expense claim for the first time at the December 16 Hearing. At best, the Bureau made an honest mistake in classifying its Claim, which mistake was corrected by the Court during the Hearing, he maintains. Allowance of the Bureau's late filed administrative expense claim will also not create a floodgate, he assures the Court. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was 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) DUCK HOUSE: Case Summary & 13 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Duck House, Inc., a California Corporation 4651 State Street Monclair, CA 91763 Bankruptcy Case No.: 11-13072 Chapter 11 Petition Date: January 31, 2011 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Ellen Carroll Debtor's Counsel: James C. Bastian, Jr., Esq. SHULMAN HODGES & BASTIAN LLP 26632 Towne Centre Dr #300 Foothill Ranch, CA 92610-2808 Tel: (949) 340-3400 E-mail: jbastian@shbllp.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Wen Ping Chang, president. Debtor's List of 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NFL Properties LLC- $51,203 Licensing GPO Attn President or Managing Agent P.O. Box 27278 New York, NY 10087-7278 Bullet Transportation $15,464 Services Attn President or Managing Agent P.O. Box 809066 Chicago, IL 606-9066 Summit Logistics Int'l $12,816 Attn President or Managing Agent 780 Nogales St., Bldg D City of Industry, CA 91748 Continental Agency $12,723 Quartz Logistics Inc. $8,186 Rodolfo Rodriguez Aguilar $1,023 Partner's Delivery, Inc. $655 Creative Document Solutions $513 Sprint $218 UPS Freight $169 Transworld Systems, Inc. $39 Liuzhou Wantex $30 Trading Co., Ltd. Ostroms & Associates $25 Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Trade Union International Inc., a California corporation 11-13071 01/31/11 EBRO FOODS: Meeting of Creditors Set for February 22 ---------------------------------------------------- The Packer reports that a meeting of creditors of Ebro Foods Inc. will be held Feb. 22, 2011, at 3:00 p.m., 219 South Dearborn, Office of the U.S. Trustee, 8th floor, Room 802, Chicago. According to the report, the Trustee for the Debtor is Patrick S. Layng, who may be reached at 312-886-5785. Based in Chicago, Illinois, Ebro Foods Inc. fka Ebro Packing filed for Chapter 11 bankruptcy protection on Jan. 17, 2011 (Bankr. N.D. Ill. Case No. 11-01643). Judge John H. Squires presides over the case. Forrest L. Ingram, Esq., at Forrest L. Ingram, P.C., represents the Debtor. The Debtor disclosed $1,838,422 in assets, and $2,759,341 in debts in its schedules. ENERGY PARTNERS: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned Energy Partners, Ltd., a B3 Corporate Family Rating, B3 Probability of Default Rating, a Speculative Grade Liquidity -- 2 rating, and a Caa1 (LGD 5, 70%) rating to the company's proposed $210 million senior unsecured notes. The proceeds from the notes offering will be used to purchase certain shallow water Gulf of Mexico properties from Anglo-Suisse Offshore Partners, LLC, for $200.7 million and for general corporate purposes. The rating outlook is stable. Ratings Rationale EPL's B3 Corporate Family Rating is restrained by the company's limited track record after emerging from bankruptcy in September 2009, with falling reserves and production due to limited capital investment, and uncertainty concerning how productive increased capital spending will be. The rating also reflects the company's small scale in terms of total proved developed reserves and production, with significant field level concentration in the U.S. Gulf of Mexico, and material plugging and abandonment costs. The B3 rating is supported by the company's oil weighted production and reserves, high level of operating control of its property base and the expectation that increased capital expenditures in 2011 will be funded out of cash flow. EPL is one of the smaller and more concentrated E&P companies that Moody's rates. Pro forma for the ASOP acquisition, the company had only 17.5 mmboe of proved developed producing reserves at December 31, 2010, which generate all its cash flow. Furthermore, nearly all of EPL's reserves and production are located in the offshore Gulf Coast, with material field level concentration in East Bay and South Timbalier 26 and 41. This Gulf Coast concentration results in a relatively short pro forma PDP reserve life of approximately 3 years. Since emerging from bankruptcy in September of 2009, EPL has maintained a limited capital budget, utilizing free cash flow to increase liquidity and reduce debt balances. These efforts resulted in lower debt levels and allowed the company to take a measured approach to growth, as well as focus on improving its cost structure and plugging and abandonment capabilities. However, the reduced capital spending resulted in reserve and sequential quarterly production declines. The company's 2011 capital budget is expected to substantially increase from 2010 levels, with the company targeting pro forma production growth of over 15%. However, just achieving flat production at competitive costs in the Gulf of Mexico can be challenging due to high production decline rates. Moody's estimates EPL's pro forma debt (as adjusted for operating leases)/PDP reserves at $12.2/boe and its debt/PD reserves at $6.8/boe at December 31, 2010, which are reasonable for the B3 rating. Moody's notes that the company has significant future plugging and abandonment costs, particularly in its East Bay field, resulting in debt plus future development and plugging and abandonment costs/total reserves being high at $17.9/boe. The Caa1 rating on the proposed notes reflects both the overall probability of default of EPL, to which Moody's assigns a Probability of Default of B3, and a loss given default of LGD 5 (70%). The company expects to put in place a $150 million borrowing base revolving credit facility with a facility size of $250 million. The proposed notes are unsecured and therefore are subordinate to the proposed senior secured credit facility's first lien claim to the company's assets. This results in the notes being notched one rating beneath the B3 Corporate Family Rating under Moody's Loss Given Default Methodology. EPL' SGL-2 rating reflects the company's expected four-year undrawn $150 million borrowing base revolver, oil weighted production and the expectation that capital spending will be funded with cash flow from operations during 2011. The SGL-2 rating is tempered by the exposure of the company's cash flows to changes in commodity prices, the risk of potential further production declines, the lack of alternate sources of liquidity given that the revolving credit facility will be secured by the company's reserves, and by the borrowing base mechanism on the proposed credit facility. The stable outlook assumes EPL will be able to generate production gains from its reserve base at reasonable costs and without incurring materially increased leverage. The stable outlook also assumes additional material acquisitions will be funded with a meaningful equity component. Given the risks associated with the company's size, the B3 rating has minimal flexibility for any material increases in leverage. Moody's believes there is limited upside in the current ratings over the near term. Over the longer term, materially increased scale could be positive for the ratings, assuming the growth was achieved with competitive costs and financial leverage was sufficiently low. On the other hand, the ratings would likely be pressured if EPL' negative production trend continues, leverage on reserves and production materially increases or the company experiences a significant deterioration in liquidity. Energy Partners, Ltd., is an independent E&P company headquartered in New Orleans, Louisiana. EVERGREEN SOLAR: Shareholders Meeting to Resume February 9 ---------------------------------------------------------- Evergreen Solar, Inc., on Tuesday said its special meeting of stockholders commenced on January 31, 2011, and was promptly adjourned until 8:30 a.m. on February 9, 2011. The meeting will reconvene at the Best Western Royal Plaza Hotel and Trade Center at 181 Boston Post Road West, in Marlboro, Massachusetts. The purpose of the adjournment was to allow sufficient time for stockholders to receive and review the proxy supplement describing the amended terms of the exchange offers and consent solicitation announced on January 27 which was mailed to stockholders on or about January 28. No substantive matters were discussed at the special meeting prior to the adjournment. Upon reconvening the meeting on February 9, 2011, the Company expects stockholders to vote regarding the issuance of its new 4% Convertible Subordinated Additional Cash Notes due 2020 and new 7.5% Convertible Senior Secured Notes due 2017 in the exchange offer transactions -- and the issuance of common stock issuable upon conversion of the new notes -- as required under the applicable provisions of Nasdaq Marketplace Rule 5635, and to approve an amendment to the Company's certificate of incorporation to increase the Company's authorized common shares to 240,000,000 from 120,000,000. Approval of these proposals is a condition to the exchange offers. Stockholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action. Amendment to Exchange Offers On January 27, Evergreen Solar announced amended terms for its pending exchange offers for its outstanding convertible debt and related consent solicitation. The Company is offering to exchange: (i) an aggregate principal amount of up to $100,000,000 of new 4.0% Convertible Subordinated Additional Cash Notes due 2020, or the new 4% notes, for an aggregate principal amount of up to $200,000,000 of its 4.0% Senior Convertible Notes due 2013, or the existing 4% notes, and (ii) an aggregate principal amount of up to $165,000,000 of new 7.5% Convertible Senior Secured Notes due 2017, or the new 7.5% notes, for an aggregate principal amount of up to $165,000,000 of its 13.0% Convertible Senior Secured Notes due 2015, or the existing 13% notes. Under the amended terms of the exchange offer for the existing 4% notes, the initial conversion price of the new 4% notes has been reduced from $6.00 to $4.35 per share. Under the amended terms of the exchange offer for the existing 13% notes: -- the initial conversion price of the new 7.5% notes will be fixed at $4.00 per share; -- the new 7.5% notes will be secured by a first-priority lien on substantially all of the Company's United States based assets and a pledge of certain interests in foreign subsidiaries; -- the minimum consent condition has been reduced from at least 75% of the aggregate principal amount of existing 13% notes to more than 50% of the aggregate principal amount of existing 13% notes; -- if the Company receives the consent of holders of more than 50% but less than 75% of the outstanding principal amount of the existing 13% notes, the indenture governing the existing 13% notes will be amended to permit the Company to incur the new 7.5% notes, grant a lien in favor of the holders of the new 7.5% notes and for the existing 13% notes and the new 7.5% notes to be ratably secured by a first-priority lien on substantially all of its United States based assets and a pledge of certain interests in foreign subsidiaries; -- if the Company receives the consent of 75% or more of the holders of existing 13% notes, the indenture governing the existing 13% notes will be amended to provide for the security interest and all of the collateral securing the Company's obligations under the existing 13% notes be released and to terminate the existing collateral documents and eliminate many of the restrictive covenants and certain events of default in the indenture governing the existing 13% notes; and -- the new 7.5% notes will have the benefit of restrictive covenants similar to the restrictive covenants contained in the indenture governing the existing 13% notes. As a result of the extension, the exchange offers and consent solicitation will expire at 11:59 p.m., New York City time, on February 9, 2011, unless further extended. Tendered existing 4% notes and 13% notes may be withdrawn at any time prior to the expiration date. The Company first announced the exchange offers on January 3. At that time, the Company said the exchange offer for the existing 4% notes is being conducted as a modified "Dutch auction" pursuant to which holders of such notes will have the opportunity to specify an exchange ratio at which they would be willing to exchange such notes for new 4% notes. Holders must submit tenders in the range from $425 principal amount to $500 principal amount of new 4% notes that would be issued for each $1,000 principal amount of existing 4% notes surrendered for exchange by such holder. If the 4% clearing exchange ratio is $425, the Company will issue $85,000,000 aggregate principal amount of new 4% notes, and if the 4% clearing exchange ratio is $500, the Company will issue $100,000,000 aggregate principal amount of new 4% notes, in each case assuming that $200,000,000 principal amount of existing 4% notes are tendered. In exchange for each $1,000 principal amount of existing 13% notes that is tendered and accepted, holders of existing 13% notes will receive $1,000 principal amount of the Company's new 7.5% notes. In addition, the Company is soliciting the consent of holders of the requisite principal amount of existing 13% notes to amend certain terms of the indenture governing the existing 13% notes. The proposed amendments would release the security interest and all of the collateral securing the Company's obligations under the existing 13% notes, terminate the existing collateral documents and eliminate many of the restrictive covenants and certain events of default in the indenture governing the existing 13% notes. The exchange offers and consent solicitation were initially set to expire at 11:59 p.m., New York City time, on January 31, 2011. Recapitalization Plan The Company has said the exchange offers and consent solicitation are a key element of its comprehensive recapitalization plan, which if completed, will substantially reduce the Company's outstanding indebtedness and annual interest expense, exchange a portion of the Company's existing debt for new debt with longer maturities, create a capital structure that the Company believes is more likely to cause the holders of the Company's convertible debt to convert their notes into common stock -- which would further accomplish the Company's long term goal of substantially reducing its outstanding debt -- and increase the Company's flexibility to manage its business by eliminating certain restrictive covenants and the security interest contained in the existing 13% notes. As reported by the Troubled Company Reporter on December 10, 2010, Evergreen Solar's Board of Directors approved the recapitalization plan. The Company said that as part of the recapitalization plan, it also intends to offer an additional $40,000,000 aggregate principal amount of the new 4% notes in an underwritten offering for cash. On January 11, Evergreen Solar said it intends to shut down operations at its Devens manufacturing facility by the end of the first quarter of 2011 to better position the Company to pursue its industry standard size wafer strategy and preserve the Company's liquidity. Lazard Capital Markets LLC serves as the dealer manager for the exchange offers and consent solicitation and sole bookrunner for the new money offering. The information agent for the exchange offers and consent solicitation is The Proxy Advisory Group, LLC and the exchange agent for the exchange offers and consent solicitation is U.S. Bank National Association. About Evergreen Solar Marlboro, Massachusetts, December 6, 2010 - Evergreen Solar, Inc. (NasdaqGM: ESLR) -- http://www.evergreensolar.com/-- develops, manufactures and markets String Ribbon(R) solar power products using its proprietary, low-cost silicon wafer technology. FAMILY FRESH: Case Summary & 21 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Family Fresh Foods 1352 East St. Joseph's Street Layton, UT 84040 Bankruptcy Case No.: 11-21074 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Craig Helgesen, Esq. HELGESEN WATERFALL AND JONES 1436 South Legend Hills Drive, Suite 110 Clearfield, UT 84015 Tel: (801) 544-5306 Fax: (801) 614-0443 E-mail: chelgesen@utahattorneys.com Estimated Assets: $0 to $50,000 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/utb11-21074.pdf The petition was signed by David Nyberg, president/manager-member. FANNIE MAE: Fannie & Freddie Recouped $20.9 Billion from Banks -------------------------------------------------------------- The Financial Crisis Inquiry Commission reported that Fannie Mae and Freddie Mac received $20.9 billion over about three years from U.S. banks it forced to buy back shoddy mortgages, according to American Bankruptcy Institute. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated specified authorities to Fannie Mae's Board of Directors and has delegated to management the authority to conduct day-to-day operations. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9% of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. FIDELITY PROPERTIES: Secured Creditor Asks for Case Dismissal ------------------------------------------------------------- Secured creditor W.T. Paul Liau, as Trustee of the Land Trust Agreement dated January 1, 2001, and as Trustee under that certain unrecorded Land Trust Agreement dated April 25, 2003, asks the U.S. Bankruptcy Court for the Middle District of Florida to dismiss Fidelity Properties Group, LLC's Chapter 11 case or in the alternative, convert the Debtor's case to a proceeding under Chapter 7. Mr. Liau says that Debtor has filed no plan of reorganization or disclosure statement, has taken no steps to value the estate property or sell any estate property, and has provided no adequate protection to secured creditors. Mr. Liau adds that Debtor's "sporadic" monthly operating reports demonstrate that it cannot continue to operate the business and has no reasonable chance of obtaining confirmation of a successful plan of reorganization. Further, Mr. Liau relates that the Debtor's failure to actively pursue reorganization, and the condition of the business, demonstrate that the Debtor filed its petition in bad faith and that any attempt at reorganization has little or no chance of success. Prior to Mr. Liau's dismissal motion, creditors Walter W. Carroll, II, and Berkeley M. Mackey, III, also moved the Bankruptcy Court to dismiss or convert the Debtor's case to one under Chapter 7 liquidation. The Debtor has since filed a Chapter 11 Plan of Reorganization and explanatory disclosure statement with the Bankruptcy Court. Under the proposed Plan, all creditors will be paid over a 60 month period. The Debtor's principals will retain their stock membership interest in the Debtor. About Fidelity Properties Orlando, Florida-based Fidelity Properties Group LLC currently owns eleven real estate properties. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. M.D. Fla. Case No. 10-05510). Lawrence M. Kosto, Esq., Kosto & Rotella PA, in Orlando, Fla., assists the Debtor in its restructuring effort. In its schedules, the Company disclosed $10,333,188 in assets and $3,593,828 in debts as of the Petition Date. FIDELITY PROPERTIES: Plan Offers to Repay Claims in 5 Years ----------------------------------------------------------- Fidelity Properties Group, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a proposed Chapter 11 Plan of Reorganization and an explanatory Disclosure Statement. Pursuant to the terms of the Plan, unsecured creditors will receive payment in full, without interest, over five years, beginning six months after confirmation. Payments will be made quarterly. Secured creditors will be paid their normal monthly payments as provided in the existing notes and mortgages or security agreements, on a quarterly basis. Any arrearage will be paid by promissory note over 5 years, with payments beginning 6 months after the effective date of the Plan. The Debtor's principals will retain their stock membership interest in the Debtor. The Debtor will emerge with debt, but under the Plan, the Debtor says it should be able to orderly liquidate certain properties, by auction, if necessary, which will allow the debts to be paid in an orderly manner, amortized in a term that should allow the Debtor to pay same in accordance with the Plan. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/FidelityProperties.DS.pdf About Fidelity Properties Orlando, Florida-based Fidelity Properties Group LLC currently owns eleven real estate properties. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. M.D. Fla. Case No. 10-05510). Lawrence M. Kosto, Esq., Kosto & Rotella PA, in Orlando, Fla., assists the Debtor in its restructuring effort. In its schedules, the Company disclosed $10,333,188 in assets and $3,593,828 in debts as of the Petition Date. FOLK ART MUSEUM: Missed Muni Bond Payment in January ---------------------------------------------------- Katherine Clarke, writing for The New York Observer, reports that The American Folk Art Museum in New York, just short of its 50th birthday, is facing mounting and severe financial pressures. On Jan. 1, the museum missed a payment due on municipal bonds originally issued a decade ago to fund the move to its West 53rd Street headquarters. Bond insurance kicked in. The New York Observer also reports that earlier in February, the midtown institution disclosed in a forbearance agreement that it is $3.7 million short of the funds needed to make the next payment, due July, and that it has little expectation of being able to raise the funds in the interim. "The institution continues to anticipate that it will not be able to resume payments into the debt service fund for the foreseeable future," according to documents prepared by Robin A. Schlinger, chief financial officer, The New York Observer relates. According to The New York Observer, Maria Ann Conelli, executive director of the museum, remains confident. "We're still here," she said, "and we have some exciting exhibitions coming up in the near future." However, The New York Observer says, when asked specifically about defaulting on bond payments, she deferred to the museum's lawyer, who did not respond. The New York Observer notes that since the museum's opening in its new space a decade ago, it has fallen short of its initial attendance and revenue predictions. The New York Observer says attendance, reaching only around half of the expected 1.7 million in 2005, is down another 18 percent since 2007. Only $306,054 was collected in revenue for admissions in 2009, the last year for which public data is available. FREDDIE MAC: Fannie & Freddie Recouped $20.9 Billion from Banks --------------------------------------------------------------- The Financial Crisis Inquiry Commission reported that Fannie Mae and Freddie Mac received $20.9 billion over about three years from U.S. banks it forced to buy back shoddy mortgages, according to American Bankruptcy Institute. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated specified authorities to Fannie Mae's Board of Directors and has delegated to management the authority to conduct day-to-day operations. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9% of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. GLOBAL GENERAL: Files Chapter 15 Petition in New York ----------------------------------------------------- Global General & Reinsurance Co. filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-10327) in New York on January 31, estimating debts and assets exceeding $100 million. Simon Brincklow, as foreign representative of Global General, is asking the Manhattan court to recognize the proceedings before the High Court of Justice of England and Wales as the "foreign main proceeding." Mr. Brincklow said the British court sanctioned a scheme of arrangement for some of Global General's businesses. Global General wants creditors' actions in the United States stayed to have effective implementation of the scheme in the U.S. The proposed scheme, which was sanctioned by the British court on Jan. 28, "addresses and resolves all of the company's existing and future liabilities," excluding certain liabilities, such as those covered in prior schemes, Mr. Brincklow said. Global General has ceased underwriting and went into run-off in October 2002. When insurance or reinsurance companies enter into run-off, they cease writing new business and seek to determine, settle and pay all liquidated claims of their insureds either as they arise, or, if possible, before they arise. Typically, a run- off of an insurance company will take 20 or more years to complete. Two schemes for different lines of General Global's insurance business already have been recognized under Chapter 15. Thomas Klaus Freudenstein, as foreign representative of the two Scheme Companies, filed voluntary Chapter 15 petitions for GLOBAL General and its wholly owned subsidiary GLOBALE Ruckversicherrungs-AG (Bankr. S.D.N.Y. Case Nos. 08-114939 and 08-014940) on December 10, 2008, estimating assets and debts of more than US$100 million in the petition. Howard Seife, Esq., at Chadbourne & Parke LLP, represented Mr. Freudenstein in the Chapter 15 cases. About GLOBAL General Headquartered in London, GLOBAL General and Reinsurance Company Limited is an insurance and reinsurance company formed in April 16, 1940. Between 1940 and 2002, GLOBAL General wrote a wide array of reinsurance business in England. The reinsurance portfolio was underwritten in London, predominantly from the early 1950's to the early 1980's. The portfolio was mostly accepted through placements made by London market brokers. The portfolio consists of facultative and treaty reinsurance, both proportional and non-proportional, covering various classes including, but not limited to, marine, non-marine and aviation. GLOBAL GENERAL: Chapter 15 Case Summary --------------------------------------- Chapter 15 Petitioner: Simon Brincklow, as foreign representative Chapter 15 Debtor: Global General and Reinsurance Company Limited 4 Eastcheap London, EC3M JAE United Kingdom England Chapter 15 Case No.: 11-10327 Type of Business: The Debtor is a reinsurance group that specializes in the development and implementation of exit strategies, consulting and realisation of commutations, claims management and collection of receivables. Chapter 15 Petition Date: January 31, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Robert D. Drain Petitioner's Counsel: Howard Seife, Esq. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 408-5361 Fax: (212) 541-5369 E-mail: hseife@chadbourne.com Estimated Assets: More than $100,000,000 Estimated Debts: More than $100,000,000 The petition was signed by Simon Brincklow, as foreign representative of Global General. GREAT ATLANTIC & PACIFIC: Pine Plaza Wants to Pursue Claims ----------------------------------------------------------- Pine Plaza Associates LLC asks the Bankruptcy Court to lift the automatic stay to prosecute a claim against The Great Atlantic & Pacific Tea Company Inc. and Pathmark Stores Inc. Pine Plaza seeks indemnification from the Debtors in connection with a lawsuit filed against it by a certain Michael Brescia, an employee of ATV Inc., which was contracted by the Debtors to provide maintenance services. Mr. Brescia figured in an accident while doing maintenance work for the Debtors at a shopping center owned by Pine Plaza. Pursuant to a lease contract with the Debtors, Pine Plaza is entitled to indemnification for any liability from the Debtors' use of the leased facility. The lease also requires Pathmark to provide Pine Plaza with insurance for any incident resulting in physical injury and property damage at the leased facility. Joseph D'Ambrosio, Esq., at Ford Marrin Esposito Witmeyer & Gleser LLP, in New York -- jdambrosio@fmew.com -- says the lifting of the automatic stay won't harm anyone or interfere with the bankruptcy cases since Pine Plaza only seeks to recover its claims from the Debtors' available insurance policies. Those policies include an insurance policy the Debtors purchased from the National Union Fire Insurance Company, which provides coverage for claims on account of personal and bodily injuries and claims for contractual indemnification. It contains a self- insured retention of $750,000, pursuant to which the Debtors have retained the first $750,000 of any loss under the policy, Mr. D'Ambrosio explains. The Court will hold a hearing on March 8, 2011, to consider the request. The deadline for filing objections is March 1, 2011. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of September 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREAT ATLANTIC & PACIFIC: Proposes Lease Rejection Protocol ----------------------------------------------------------- The Great Atlantic & Pacific Tea Company Inc. and its affiliated debtors ask the Bankruptcy Court to approve expedited procedures for the rejection or assumption of their executory contracts. As of December 12, 2010, the Debtors are party to hundreds of contracts, many of which are reportedly unfavorable to them. As part of their restructuring, the Debtors are evaluating the contracts to determine which of them must be rejected or assumed. "Expedited procedures for contract rejection and assumption are appropriate and necessary to minimize the costs and administrative burden on the Debtors' estates," said the Debtors' lawyer, Paul Basta, Esq., at Kirkland & Ellis LLP, in New York. The proposed procedures for the rejection of contracts require the Debtors to file and serve a notice of rejection, which identifies the contracts to be rejected, the proposed effective date of the rejection for each contract which should not be before the date of service of the notice, among other things. Any person opposing the rejection of the contract is given at least 10 days after service of the notice to file and serve a written objection. In case there is no objection, the rejection of the contract will be deemed effective without further notice, hearing or court order. If an objection is filed and not withdrawn or resolved, the Debtors will file a notice for a hearing to consider the objection. The contract will be rejected if the objection is overruled or withdrawn. Counterparties to the rejected contracts are required to file a proof of claim by the later of the claims bar date to be established in the Debtors' bankruptcy cases, or 30 days after the effective date of the rejection. Meanwhile, under the proposed process for the assumption of contracts, the Debtors are required to file and serve a notice of assumption, which identifies the contracts to be assumed, the proposed effective date of the assumption, and the proposed cure amount, among other things. Any person opposing the cure amount or the proposed assumption is required to file and serve a written objection no later than 10 days after service of the notice. If an objection to the assumption is not timely filed, the Debtors' proposed cure amount will be binding upon the non-debtor party to the contract and will constitute a final determination of the assumption. If an objection is timely filed and not withdrawn or resolved, the Debtors will file a notice for a hearing to consider the objection. The contract will be assumed if the objection is overruled or withdrawn. Details of the assumption and rejection procedures are contained in the Debtors' proposed order, a copy of which is available for free at http://bankrupt.com/misc/A&P_A&Rprocedures.pdf The Bankruptcy Court will consider the request at the hearing scheduled for February 1, 2011. Grays Ferry, et al. Oppose Proposed Rejection Date Grays Ferry Partners LP ask the Court to deny approval of the motion, saying the proposed process for rejecting the contracts does not give assurance that possession of leased premises is surrendered on the effective date of rejection. "The motion seeks to set the effective date as the date of service of the rejection notice. However, the rejection date cannot precede the date when possession of the premises is surrendered," said Grays Ferry's lawyer, Michael Landis, Esq., in Trevos, Pennsylvania. Mr. Landis also said that the motion fails to address the manner in which the properties at the premises Grays Ferry leased out to Pathmark Inc., will be disposed of if their lease contract is rejected. "Property left at the premises by Pathmark may be leased from or subject to the claims of third parties unknown to Grays Ferry," Mr. Landis says. "Unless the rejection procedures provide a mechanism to handle these claims, Grays Ferry may be saddled with the burden of sorting out competing claims for the Debtors' property." Grays Ferry's objection drew support from other landlords including Ocean Norse Realty LLC, Cape May Grocery Owners LLC, BIT Holdings Fifty-Three Inc., BIT Investment Twenty-Seven LLC, and Klingensmith Associates LLC, and from CWCapital Asset Management LLC and ORIX Capital Markets LLC. CWCapital and Orix Capital are special servicers for various trusts which are the owners of, or secured lenders with respect to, various properties leased to the Debtors. The motion also drew flak from Jonathan Schultz, managing principal of Onyx Equities LLC, who also criticized the proposed rejection date. "[Mr. Schultz] objects to the motion because the Debtors request that the effective rejection date be the date set forth in the rejection notice, without regard to whether or not the Debtors will have surrendered possession of the premises by that date or abandoned property therein," Sedgwick Jeanite, Esq., at White and Williams LLP, in New York -- jeanites@whiteandwilliams.com -- relates. Mr. Jeanite proposed that the rejection procedures be changed to provide that the rejection date be the later of the Debtors' stated rejection date or the date they actually turn over possession of the leased facility; and any property remaining in the leased facility after the rejection date be deemed abandoned to the landlord, which will not be held liable to the Debtors or any third party for that property. Mr. Schultz was appointed by the U.S. District Court for the District of New Jersey, as property receiver for Independence Plaza, a shopping center in New Jersey where the Debtors lease and operate one of their stores. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of September 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREAT ATLANTIC & PACIFIC: Proposes to Reject Grocery Haulers Deal ----------------------------------------------------------------- The Great Atlantic & Pacific Tea Company Inc. and its affiliated debtors seek the Bankruptcy Court's permission to walk away from their executory contract with Grocery Haulers Inc. The contract, which expires on February 1, 2014, was originally executed by Pathmark Inc. and Grocery Haulers in 1997, and was assumed by the Debtors after acquiring Pathmark in 2007. Pathmark tapped the services of Grocery Haulers to transport merchandise to its grocery stores from the distribution centers in Woodbridge, New Jersey, run by its supplier, C&S Wholesale Grocers Inc. "The Debtors' rejection of the contract will enable them to enter into new interim transportation and trucking logistics arrangements that will immediately save their estates significant operating capital," says the Debtors' lawyer, Ray Schrock, Esq., at Kirkland & Ellis LLP, in New York. The Debtors estimate that they would save between $10 million and $15 million annually by rejecting the contract and transitioning those services to another supplier at current-market pricing. The contract will be rejected only after an alternative supplier is in place, according to Mr. Schrock. The Debtors have already solicited requests for bids from various suppliers and are expecting to receive proposals by the end of the month. They intend to select one or more suppliers to replace Grocery Haulers early next month and to begin transitioning their logistics work by mid-February, relates Mr. Schrock. The Court will hold a hearing on February 1, 2011, to consider approval of the motion. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of September 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GREENBRIER COS: Thomson Horstmann No Longer Owns Any Securities --------------------------------------------------------------- In a Schedule 13G filing with the Securities and Exchange Commission on January 31, 2011, Thomson Horstmann & Bryant, Inc., disclosed that it does not beneficially owns any shares of Greenbrier Cos. About Greenbrier Cos. Based in Lake Oswego, Oregon, The Greenbrier Companies Inc. operates in three primary business segments: manufacturing, refurbishment and parts, and leasing and services. The manufacturing segment, operating from four facilities in the United States, Mexico and Poland, produces double-stack intermodal railcars, conventional railcars, tank cars and marine vessels. The refurbishment & parts segment performs railcar repair, refurbishment and maintenance activities in the United States and Mexico. The leasing & services segment owns roughly 8,000 railcars and provides management services for roughly 225,000 railcars. The Company's balance sheet as of November 30, 2010, showed $1.1 billion in total assets, $812.7 million in total assets and $296.5 million in total equity. * * * Greenbrier carries a 'Caa1' corporate family rating from Moody's Investors Service and a Speculative Grade Liquidity Rating of SGL-3. In August 2010, Moody's said Greenbrier's rating outlook is negative in consideration of the continued sluggish demand for new railcars and the company's need to address certain refinancing needs. GREENWOOD ESTATES: Plan Solicitation Period Extended to March 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois granted on January 26, 2011, the motion of Greenwood Estates MHC, LLC, for the extension of its exclusive right to obtain acceptances to its Plan from January 26, 2011, through and including March 31, 2011. As reported in the Troubled Company Reporter on January 31, 2011, Greenwood has filed a proposed Plan of Reorganization. The Plan provides that distributions to the holders of allowed claims will be sourced from funds realized from the continued operation of the Debtor's business as well as from its existing cash deposits and cash resources. To the extent necessary, payments to Capmark Finance, Inc., as well as other secured and unsecured creditors, required under the Plan, may be made from the proceeds of the refinancing or sale of the Debtor's manufactured home community, consisting of 594 sites, situated on 96.358 acres located at 1598 US 31 South, Greenwood, Indiana. About Greenwood Estates Chicago, Illinois-based Greenwood Estates MHC, LLC, is the owner of a manufactured community, consisting of 594 sites, situated on 96.358 acres located at 1598 US 31 South, Greenwood, Indiana. The Company filed for Chapter 11 bankruptcy protection on July 30, 2010 (Bankr. N.D. Ill. Case No. 10-33988). Eugene Crane, Esq., Arthur G. Simon, Esq., and Scot R. Clar, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago, assist the Debtor in its restructuring effort. In its schedules, the Debtor disclosed assets of $28,601,206 and liabilities of $25,456,180 as of the petition date. HARRISBURG, PA: SEC Probes Over Muni Bond Disclosures ----------------------------------------------------- The Financial Times' Nicole Bullock in New York reports that the Securities and Exchange Commission is studying whether Harrisburg, Pennsylvania, has provided the bond markets with enough information about its troubled finances. The FT notes the SEC in 2010 established an enforcement unit dedicated to "muni" bonds, issued by states and local governments to raise money, and to public pensions. Council Skip Meeting With Advisors Last week, the Harrisburg City Council members refused to meet the state's Act 47 coordinating team. Fox 43's Craig Layne reports Council member Brad Koplinski was joined by members Susan Brown Wilson, Eugenia Smith and Wanda Williams in a joint news release voicing their opposition to the meetings. Mr. Koplinski said the group also got "some support" from member Patty Kim. Fox 43 also reported that the council members said the meeting should be open to the public. Romy Varghese, writing for Dow Jones Newswires, reports that the Council's statement indicated that the consultants invited te council members to meet in groups of two and three. Under the so-called Sunshine Act, meetings attended by four council members would constitute a quorum and be subject to transparency requirements, the council members said. Mayor Blast Council According to a January 26 statement posted on the city's Web site, those council members "are either recent converts to public disclosure or being fundamentally dishonest" when citing transparency and openness as their reasoning. The statement noted that in November, the Council, led by Mr. Koplinski, urged the Thompson Administration to meet with the Council's chosen bankruptcy advisors "informally." The meeting took place in private, behind closed doors, just as the Council requested. At that time, there was no demand for public disclosure, transparency or call for the meeting to be held at a City Council Legislative Session. The statement also said Mr. Koplinski was not restrained by a need for openness when he met privately with Cravath, Swaine and Moore with no public disclosure. Although he claims it was a "different kind of meeting" the public has no way of knowing what was discussed or exactly what kind of private meetings Councilman Koplinski believes are appropriate for Council members to hold. The statement said it is important to note that the proposed meeting was simply an opportunity for the Act 47 team members to introduce themselves to the Council. There was absolutely no anticipation that any substantive policy discussions would be held. "The citizens of Harrisburg deserve an honest evaluation by elected leaders of the best course for the City's future," said Mayor Thompson. "The refusal by the majority on Council to so much as meet the Act 47 team members is inexcusable. It indicates that they have made up their minds before all the facts have been reviewed. After all, they were fine with private meetings with their bankruptcy attorneys but have a different standard when it comes to listening to alternative views." According to Dow Jones, Chuck Ardo, spokesman for Mayor Thompson, said the council's refusal reflects their commitment to file for bankruptcy and not consider other options. Cravath Report by March 31 Dow Jones notes the New York law firm hired by council, Cravath, Swaine & Moore LLP, will present its report by March 31 in public, according to Mr. Koplinski. According to Dow Jones, Jamie Yates, spokeswoman for Pennsylvania's Department of Community and Economic Development, which oversees the distressed cities program known as Act 47, said the consultant meetings are intended to be informative and introductory for council members, and public forums will be scheduled as the process gets underway. "City council is an important part of this process and we encourage them to become engaged," Ms. Yates said in an e-mail, according to Dow Jones. "Without commitment from all parties, the Act 47 process will struggle to move forward and, ultimately, it is the city of Harrisburg that will suffer." Pennsylvania has placed Harrisburg into its distressed municipalities program and tapped a team of consultants to draft and implement a recovery plan that must be approved by the mayor and council. Dow Jones says Novak Consulting Group of Cincinnati is leading the team, which includes Bob O'Donnell of O'Donnell & Associates, LLC, and representatives from the Pennsylvania Economy League and the law firm of Stevens & Lee. About Harrisburg, Pennsylvania The city of Harrisburg is coping with debt related to a failed revamp of an incinerator. The outstanding principal on the Incinerator debt is $288 million. Total principal and interest on this debt would amount to approximately $458 million. Debt service payments on the total incinerator debt are $20 million per year. Of this total, Dauphin County, Pennsylvania, is responsible for roughly $10 million and Harrisburg is responsible for the other $10 million. The city is guarantor on 100% of the $288 million Incinerator debt. The City Council of Harrisburg, Pennsylvania, voted 5-2 on September 28, 2010, to seek professional advice on bankruptcy or State oversight. Harrisburg needed state aid to avoid default on $3.3 million of bond payments this month. The city has missed about $8 million in debt-service payments this year on bonds issued in connection with a trash-to-energy incinerator. The city owes another $40 million by the end of the year, and was sued by its home county Dauphin County; bond insurer Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.; and bond trustees TD Bank and M&T Bank Corp. over $19 million in skipped bond payments. In November 2010, the city council tapped Cravath, Swaine and Moore LLP as debt restructuring advisors. Cravath is working on "pro bono" basis. HOVNANIAN ENTERPRISES: Moody's Gives Caa2 to Proposed $150MM Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Caa2 rating to Hovnanian Enterprises' proposed $150 million senior unsecured note offering due 2015, proceeds of which will be used to retire a like amount of existing senior unsecured and senior subordinated notes. At the same time, Moody's affirmed the company's Caa1 corporate family and probability of default ratings, B1 rating on the first lien senior secured notes, Caa1 rating on the second and third lien senior secured notes, Caa2 rating on the senior unsecured notes, Ca rating on the preferred stock, and SGL-3 speculative grade liquidity rating. The Caa3 rating on the existing senior subordinated notes will be withdrawn upon repayment with the proceeds of this offering. The outlook remains negative. Along with the issuance of the new senior unsecured notes, Hovnanian is planning to sell approximately $50 million in common stock and $75 million in tangible equity units. In Moody's view, these transactions enhance the company's liquidity by extending its debt maturities and increasing its cash position, as well as strengthen its balance sheet with the equity infusion. As a result, pro forma adjusted debt leverage improves to 124% from 132% at October 31, 2010. Ratings Rationale The Caa1 corporate family rating reflects Moody's expectation that Hovnanian's cash flow generation, which became negative in fiscal 2009 and turned positive but remained weak in fiscal 2010, will be followed by another year of cash burn in fiscal 2011, as the company ramps up its lot purchases without any significant offset from earnings. In addition, the ratings consider the negative net worth position, which Moody's anticipates will be further reduced by continuing operating losses and impairment charges. As a result, adjusted debt leverage, already greatly elevated at an estimated pro-forma 124%, is likely to climb even further. Finally, Moody's is projecting that the company will continue generating quarterly operating losses well into fiscal 2011. At the same time, the ratings are supported by the company's satisfactory albeit weakening unrestricted current cash position of about $359 million at October 31, 2010, the equity infusion, the lack of any financial maintenance covenants going forward, and absence of any material near-term debt maturities until 2014. The negative rating outlook reflects risks that the housing recovery that underpins Hovnanian's current operating strategy may occur after the company's shrinking cash position, lack of a revolver, and bloated capital structure place it in an unsustainable financial situation. These rating actions were taken: * Caa2 (LGD5, 78%), assigned to the proposed new $150 million senior unsecured notes due 2015; * Caa1 corporate family rating affirmed; * Caa1 probability of default rating affirmed; * First lien senior secured notes due October 15, 2016, affirmed at B1 (LGD2, 24%); * Second lien senior secured notes due May 1, 2013, affirmed at Caa1 (LGD4, 52%); * Third lien senior secured notes due May 1, 2017, affirmed at Caa1 (LGD4, 52%); * Senior unsecured notes, affirmed at Caa2 (LGD5, 78%); * Preferred stock rating, affirmed at Ca (LGD6, 98%); * The Caa3 (LGD6, 95%) rating on the senior subordinated notes will be withdrawn upon repayment with proceeds from the proposed new debt financing; and * Speculative grade liquidity assessment, affirmed SGL-3. All of K. Hovnanian Enterprises' debt is guaranteed by its parent company, Hovnanian Enterprises, Inc. and its restricted operating subsidiaries. The ratings could be lowered if the company were to materially deplete its cash reserves either through sharper-than-expected operating losses or through a sizable investment or other transaction. The outlook could stabilize if the company were to generate sizable amounts of operating cash flow, turn profitable on an operating basis, or receive a significant additional infusion of equity capital. Established in 1959 and headquartered in Red Bank, New Jersey, Hovnanian Enterprises, Inc. designs, constructs and markets single-family detached homes and attached condominium apartments and townhouses. Revenue and consolidated net income for its fiscal year ending October 31, 2010 were approximately $1.4 billion and $3 million, respectively. I-10 BARKER: Court Resets Hearing on Plan to February 10 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has reset the hearing on the I-10 Barker Cypress, Ltd.'s Plan of Reorganization to February 10, 2011, at 11:45 a.m., at 515 Rusk Street, Courtroom 401, 4th Floor, Houston, Texas 77002. As reported in the Troubled Company Reporter on December 17, 2010, I-10 Barker's proposed plan contemplate the sale of the Debtor's 83,000 square foot shopping center on 17.2 acres of commercial land in Houston, Texas and the payment in full of all creditors. The Property is 80% leased and has an appraised fair market value of roughly $24 million. New shares will be issued to the holders of equity interests, in exchange for their existing interests which will be canceled and extinguished. About I-10 Barker I-10 Barker Cypress, Ltd., is a Texas limited partnership with its principal place of business in Houston, Harris County, Texas and with offices in Houston, Harris County, Texas. I-10 Baker owns an 83,000 square foot shopping center on 17.2 acres of commercial land located in Houston, Texas. Houston, Texas-based I-10 Barker Cypress, Ltd., filed for Chapter 11 bankruptcy protection on August 2, 2010 (Bankr. S.D. Tex. Case No. 10-36582). James B. Jameson, Esq., at James Jameson & Associates, serves as counsel to the Debtor. The Debtor disclosed $25,020,145 in assets and $17,967,067 in liabilities in its Chapter 11 filing. INTERNATIONAL LEASE: Fitch Rates $1-Bil. Senior Notes at 'BB' ------------------------------------------------------------- Consistent with the action taken in a press release dated Dec. 2, 2010, Fitch Ratings has rated International Lease Finance Corp.'s $1 billion senior unsecured notes 'BB'. This rating action does not affect ILFC's long-term IDR of ' BB' or other debt ratings. The Rating Outlook for ILFC remains Evolving. Consistent with ILFC's overall financing plans, Fitch notes that the net proceeds of approximately $976.4 million from the issuance of these notes will be used for general corporate purposes, including the repayment of existing debt obligations. The notes rank equally in right of payment with existing senior unsecured debt. Covenants are consistent with previously issued senior unsecured debt including a limitation restricting the ability of ILFC to incur liens to secure indebtedness in excess of 12.5% of ILFC's consolidated net tangible assets. Fitch assigns this rating to ILFC: -- $1 billion 8.25% senior unsecured notes due 2020 'BB'. Fitch currently rates ILFC and its related subsidiaries: ILFC -- Long-term IDR 'BB'; -- Senior secured debt 'BBB-'; -- Senior unsecured debt 'BB'; -- Preferred stock at 'B'. Delos Aircraft Inc. -- Senior secured debt 'BB'. ILFC E-Capital Trust I -- Preferred stock 'B'. ILFC E-Capital Trust II -- Preferred stock 'B'. J CREW: S&P Downgrades Corporate Credit Rating to 'B' ----------------------------------------------------- Standard & Poor's Ratings Services lowered the corporate credit rating on New York City-based J. Crew Group Inc. to 'B' from 'BB-' and removed the ratings from CreditWatch, where they were placed with negative implications on Nov. 23, 2010. The outlook is stable. At the same time, S&P assigned an issue-level rating of 'B' to the company's term loan B with a recovery rating of '3', indicating its expectation of meaningful (50%-70%) recovery in the event of a payment default. Also, S&P assigned an issue-level rating of 'CCC+' to the unsecured notes with a recovery rating of '6', indicating its expectation of negligible (0%-10%) recovery in the event of a payment default. The ratings on J. Crew Group reflect the highly leveraged capital structure, with thin cash flow protection measures as a result of the LBO by TPG and Leonard Green. S&P anticipates that leverage will likely be in the upper-6x range over the near term, with interest coverage below 2x. This leverage overshadows the company's fair business risk profile with its good position in the specialty apparel retail segment. KALISPEL TRIBAL: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2 Probability of Default Rating to the Kalispel Tribal Economic Authority. A B2 was also assigned to the company's proposed $205 million senior secured bank term loan and $5 million senior secured revolver. The rating outlook is stable. KTEA was established by The Kalispel Tribe of Indians to conduct and regulate economic development and non-governmental activities for the Tribe. KTEA operates the Tribe's Northern Quest Resort & Casino located near Spokane, Washington. The net proceeds from KTEA's proposed term loan will be used primarily to refinance the company's existing credit facility. New Ratings Assigned: * Corporate Family Rating at B2 * Probability of Default Rating at B2 * $5 million senior secured 4-year revolving credit facility at B2 (LGD 4, 51%) * $205 million senior secured 6-year term loan at B2 (LGD 4, 51%) Ratings Rationale: KTEA's B2 Corporate Family Rating reflects its single asset profile and small size in terms of revenue and cash flow. Moody's estimate annual net revenues in each of the next two years to be less than $200 million. The ratings also reflect the unique risks common to Native American gaming issuers. These risks include large annual cash distributions from KTEA to the Tribe and the high degree of uncertainty regarding the enforceability of claims. The ratings are supported by KTEA's high EBIT margins, good liquidity profile and solid credit metrics. While the KTEA's credit metrics would typically be considered strong for a B2 rated company, given its small size and single asset profile, Moody's views the company's credit metrics as adequate. Pro forma for KTEA's proposed $205 million term loan and $5 million revolver, Moody's expects KTEA's debt/EBITDA -- including the $55 million of priority distribution bonds issued by the Tribe -- to remain under 4.5 times. The stable rating outlook reflects Moody's anticipation that KTEA's EBIT margins and credit metrics will remain solid over the long-term. The stable outlook also incorporates Moody's expectation that KTEA will maintain its position as the most convenient casino facility in the Spokane market. Ratings could ultimately be considered for an upgrade if KTEA's operating performance improves to a point where EBIT/interest expense exceeds 4.0 times and debt/EBITDA approaches 3.0 times. However, the company's small scale and limited diversification would likely limit the degree of any ratings improvement. Ratings could be downgraded if operating performance or liquidity deteriorates for any reason. Additionally, if debt/EBITDA is not maintained below 5.5 times and EBIT/interest expense drops below 1.25 times, there could be negative pressure on the ratings or rating outlook. This is a first time rating on KTEA. The Kalispel Tribe of Indians established the Kalispel Tribal Economic Authority in 2007 with the power to conduct and regulate economic development and non-governmental activities for the Tribe. KTEA operates the Tribe's Northern Quest Resort & Casino located near Spokane, Washington. KOHLBERG CAPITAL: Repays BMO Loan Before Forbearance Expiry ----------------------------------------------------------- Kohlberg Capital Corporation and Kohlberg Capital Funding LLC I, a special purpose, bankruptcy-remote, wholly owned subsidiary of Kohlberg Capital Corporation, said they have repaid in full the outstanding balance under a revolving credit facility with BMO Capital Markets Corp., Deutsche Bank AG and other lender parties in advance of its scheduled forbearance date of February 28, 2011. As a result, the Company has no outstanding indebtedness and the Lender Parties have released to the Company roughly $73 million of collateral previously securing the revolving credit facility and have also paid a $2 million cash settlement to the Company. As of September 30, 2010, the Company had an outstanding balance of $137 million under its revolving credit facility with the Lender Parties. To pay off the revolving credit facility, the Company utilized proceeds received from the paydown, amortization or sale of portfolio loan investments totaling roughly $133 million together with available cash. The negative impact on net asset value from the sale and other activities undertaken to fully pay off the revolving credit facility, relative to the Company's September 30, 2010 quarter-end fair value, was roughly 1.9%. On September 20, 2010, the Company entered into a forbearance and settlement agreement relating to their revolving credit facility with the Lender Parties to settle all outstanding claims asserted in connection with Company-initiated credit facility litigation. Subject to the terms and conditions of the settlement, the Lender Parties agreed to refrain from exercising any right or remedy relating to previously alleged termination events under the credit facility through February 28, 2011 and also agreed to reset the interest rate on outstanding borrowings during the forbearance period to originally stated terms. The parties further agreed to a mutual release of claims conditioned, in the case of the Lender Parties' release, on the payment in full on or prior to February 28, 2011 of the amounts outstanding under the credit facility, and, upon such payment, the Lender Parties have agreed to remit to the Company a cash settlement payment of $2 million or to credit this amount toward the amounts outstanding under the credit facility. As the Company has satisfied these conditions prior to the end of the forbearance term, the Company has collected a $2 million cash settlement and is currently operating fully unlevered. Dayl Pearson, the Company's President and Chief Executive Officer, commented: "The complete de-levering of our balance sheet with minimal impact to our most recently reported net asset value is an important milestone for the Company. Removing the cloud of uncertainty regarding our ability to pay off the facility prior to the end of the forbearance date with minimal impact to our NAV is crucial to our Company because it provides us operational flexibility to establish the future growth track for the Company. We also believe that our remaining investments are currently providing a reasonable yield from which to pay future dividends." About Kohlberg Capital New York-based Kohlberg Capital Corporation (Nasdaq:KCAP) -- http://www.kohlbergcapital.com/-- is a publicly traded, internally managed business development company. Its middle market investment business originates, structures, finances and manages a portfolio of term loans, mezzanine investments and selected equity securities in middle market companies. Its wholly owned portfolio company, Katonah Debt Advisors, manages CLO Funds that invest in broadly syndicated corporate term loans, high-yield bonds and other credit instruments. LENNY DYKSTRA: Former Mansion Sold for Undisclosed Amount --------------------------------------------------------- CNBC correspondent Jane Wells reports that the hilltop mansion that Lenny Dykstra bought from Wayne Gretzky for $17.5 million in 2007 has been sold to an unnamed buyer for an undisclosed amount. The report says the home was sold by Jeff Smith of Index Investors, the second lienholder, who bought the country club estate out of foreclosure last fall. CNBC relates Mr. Smith moved to foreclose on Mr. Dykstra in the summer of 2009 after claiming he had loaned the former World Series champion around $600,000. He said Mr. Dykstra had paid none of the money back and also owed hundreds of thousands of dollars in interest. CNBC notes that while the house was previously on the market for $10.5 million, less than the first mortgage, sources say Mr. Smith made out very well in the transaction. About Lenny Dykstra Lenny Dykstra is a former Major League Baseball all-star player. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills, California. The Law Office of M. Jonathan Hayes, in Northridge, California, represents the Debtor. The Debtor estimated up to $50,000 in assets and $10 million to $50 million in debts in his Chapter 11 petition. A Chapter 11 trustee was appointed in September 2009, and the case was converted to a liquidation in Chapter 7 on November 20, 2009. The trustee -- Arturo M. Cisneros -- was investigating the disposition of personal property both before and after the Chapter 11 filing. In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee following issues with his failing to disclose the extent of his business with J.P. Morgan Chase & Co., which happens to be largest creditor in Mr. Dykstra's case. LONGYEAR PROPERTIES: Wants Plan Filing Exclusivity Until April -------------------------------------------------------------- Longyear Properties, LLC, has requested the U.S. Bankruptcy Court for the District of Massachusetts to extend its exclusive right to file a reorganization plan in its Chapter 11 case to April 20, 2011, and its exclusive right to obtain acceptances of that plan to June 19, 2011. In its motion, the Debtor disclosed that it is in the process of negotiating a settlement with its secured lender and the condominium association, and it requires additional time to formulate and negotiate a plan of reorganization and adequate disclosure. The Debtor says the Debtor's creditors generally will not be disadvantaged by the requested extension. This is the first extension requested by the Debtor. About Longyear Properties, LLC Norwood, Massachusetts-based Longyear Properties, LLC, was formed in 1996 for the purpose of developing residential property known as "Longyear at Fisher Hill" located at 120 Seaver Street, in Brookline, Massachusetts, from a single-family home to a residential condominium comprising forty three units. The Company filed for Chapter 11 bankruptcy protection on September 22, 2010 (Bankr. D. Mass. Case No. 10-20326). Stewart F. Grossman, Esq., Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney & Grossman LLP, in Boston, represents the Debtor. In its schedules, the Debtor disclosed $14,790,980 in assets and $13,576,208 in liabilities as of the Petition Date. MAINLAND INN: Owner Files for Chapter 7; Sale Delayed ----------------------------------------------------- Kristen MacBeth at BankruptcyHome.com reports that Wendy Jonas, who co-owns the Mainland Inn restaurant in Lower Salford, Pennsylvania, filed for Chapter 7 protection in the U.S. Bankruptcy Court for the Eastern Pennsylvania. The bankruptcy filing delayed a proposed sale of the restaurant, which is co- owned by Ms. Jonas and her husband, Donald. According to the report, the restaurant closed last summer after 22 years of operation. First Savings Bank of Perkasie began foreclosure proceedings on August 25 last year, after the couple defaulted on a nearly $1.3 million loan. BankruptcyHome reports that a notice for a sale of the property was issued on Nov. 22, 2010. Jeffrey Trauger, a bankruptcy attorney who represents First Savings Bank, said the lenders hope the delay will give the couple enough time to find a buyer for the business and property. The sale date has been postponed until late April, according to the report. MEDIMPACT HOLDING: Moody's Keeps Ratings After Merger Report ------------------------------------------------------------ Moody's Investors Service commented that there is no change to MedImpact Holding, Inc.'s ratings (B3 Corporate Family Rating and Caa2 senior secured notes) or stable outlook following the recent announcement of a potential merger between Harvard Pilgrim Healthcare, a significant customer of MedImpact, and Tufts Health Plan. At this time, it's too early to determine the impact of a merger, should it occur. Moody's understands that Tufts currently uses CVS/Caremark for its pharmacy benefits management services. Because Harvard Pilgrim is a key customer of MedImpact, Moody's will continue to monitor the situation closely. A termination of this contract could be material to the company's credit profile. MedImpact Healthcare Systems, Inc., a wholly-owned operating subsidiary of MedImpact Holdings, Inc., is a pharmacy benefit management company headquartered in San Diego, California. The last rating action for MedImpact was taken on January 26, 2011, when the B3 CFR and Caa2 senior secured note rating were assigned. MEXICO FARMS: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Mexico Farms, LLC 11600 River Road Cumberland, MD 21502 Bankruptcy Case No.: 11-11622 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Justin M. Reiner, Esq. PELS ANDERSON LLC 4833 Rugby Ave Fourth Fl Bethesda, MD 20814 Tel: (301) 986- 5570 E-mail: jreiner@pallaw.com Scheduled Assets: $2,796,328 Scheduled Debts: $10,743,273 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb11-11622.pdf MINNESOTA: Gov. Dayton Against State Bankruptcy ----------------------------------------------- Workday Minnesota reports that Minnesota Governor Mark Dayton ius opposing former Governor Tim Pawlenty's suggestion to declare bankruptcy so Minnesota could avoid its pension liabilities and other debts. Gov. Dayton, who serves on the Executive Committee of the National Governor's Association, said he supports a statement issued by Washington Governor Chris Gregoire and Nebraska Governor Dave Heineman, Chair and Vice Chair of the NGA. "The nation's governors strongly oppose federal proposals to provide states with bankruptcy protection," the statement said. "Allowing states to declare bankruptcy is not an authority state leaders have asked for nor would they use. The mere existence of a law allowing states to declare bankruptcy only serves to increase interest rates, raise the costs of state government and create more volatility in financial markets." According to the report, while Minnesota faces a $6.2 billion deficit in the next biennium, Gov. Dayton said he is committed to balancing the budget, as required in the State Constitution, using a fair and balanced approach. He said filing for bankruptcy to avoid pension liabilities would not be a viable option for Minnesota. Bankruptcy for States Proposal As reported in the Jan. 24, 2011 edition of the Troubled Company Reporter, Newt Gingrich, the former speaker of the House of Representatives, is pushing for legislation that would allow U.S. states to file for bankruptcy. Mr. Gingrich, a Republican party figure and a potential presidential candidate for 2012, told Reuters that the legislation will likely be introduced in Congress within the next month. Mr. Gingrich has championed on a move to change federal law that would let states file for bankruptcy in order to handle their long-term budget problems despite resistance from states and investors in the $2.8 trillion municipal bond market. Currently, Chapter 9 of the Bankruptcy Code, which allows Cities, counties and other units of local government units to restructure their debts, doesn't include states. States have reported $140 billion of budget gaps for fiscal 2012 as the worst recession since the 1930s cut tax receipts by the largest amount on record, Bloomberg News reported, citing the Center on Budget and Policy Priorities, a Washington research group. Bloomberg adds that with federal payments under the 2009 economic stimulus law coming to an end, states must find new ways to meet their fiscal obligations. Fewer than half of state pension funds had assets to pay for 80% of promised benefits in the 2009 fiscal year, according to data compiled by Bloomberg. The Republican party won control of the House in mid-term elections in November. However, Democrats still control the Senate and the White House. MINOR FAMILY: Court Extends Plan Exclusivity Until May 2 -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia has extended Minor Family Hotels, LLC's exclusive period to file a plan and solicit acceptances of such plan to May 2, 2011, and July 1, 2011, respectively. About Minor Family Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the owner of the Landmark Hotel project in downtown Charlottesville, Virginia. Minor Family filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010. Richard C. Maxwell, Esq., and B. Webb King, Esq., at Woods Rogers PLC, in Roanoke, Va., serve as bankruptcy counsel. Minor Family estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. As reported by the Troubled Company Reporter on September 3, 2010, Dow Jones' DBR Small Cap said Minor Family Hotels filed for Chapter 11 protection to resolve "burdensome" lawsuits that have delayed the hotel's construction. Eight lawsuits have been filed in connection with the project. MINOR FAMILY: Committee Wins Nod to Tap Kutak Rock as Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia has granted the official committee of unsecured creditors in the Chapter 11 case of Minor Family Hotels, LLC permission to employ Kutak Rock LLP as its attorneys. Kutak Rock will: a. advise the Committee with respect to its powers and duties with regard to the Debtor's bankruptcy case; b. advise and consult on issues raised during the pendency of the Chapter 11 case; c. take all necessary action including negotiation, preparing appropriate pleadings, motions, applications, orders, reports and papers necessary or otherwise beneficial to the interests of the Committee; and d. perform all other necessary or otherwise beneficial legal services for the Committee in connection with the Debtor's Chapter 11 case. Kutak Rock will apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtor's Chapter 11 case in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, guidelines established by the Office of the United States Trustee, and applicable procedures and orders of the Court. The Bankruptcy Court is satisfied that the firm represents no interest adverse to the estate and that it is a "disinterested person" as that term is defined under Sec. 101(14) of the Bankruptcy Code. The firm can be reached at: Craig Benson Young, Esq. Kimberly A. Pierro, Esq. KUTAK ROCK LLP Bank of America Center 1111 East Main Street, Suite 800 Richmond, VA 23219-3500 Tel: (804) 644-1700 Fax: (804) 783-6192 About Minor Family Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the owner of the Landmark Hotel project in downtown Charlottesville, Virginia. Minor Family filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010. Richard C. Maxwell, Esq., and B. Webb King, Esq., at Woods Rogers PLC, in Roanoke, Va., serve as bankruptcy counsel. Minor Family estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. As reported by the Troubled Company Reporter on September 3, 2010, Dow Jones' DBR Small Cap said Minor Family Hotels filed for Chapter 11 protection to resolve "burdensome" lawsuits that have delayed the hotel's construction. Eight lawsuits have been filed in connection with the project. MK CUSTOM: Wants Case Dismissal as Property Sold ------------------------------------------------ MK Custom Residential Construction, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to dismiss its Chapter 11 case, subject only to final payment of all outstanding amounts and owing to the United States Trustee. MK Custom says the property subject to its Chapter 11 proceeding has been sold to claimant and first lien holder, ML Manager, LLC, at a trustee's sale on December 14, 2010. The Debtor tells the Court that there are no further assets in the estate and there remain no other no other creditors to be satisfied from this reorganization. About MK Residential Construction, LLC Phoenix, Arizona-based MK Custom Residential Construction, LLC, filed for Chapter 11 on December 10, 2009 (Bankr. D. Ariz. Case No. 09-31909). Jerry L. Cochran, Esq., at Cochran Law Firm, PC represents the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $10,000,000 in assets and $10,122,224 in liabilities as of the petition date. MSR RESORT: Grand Wailea, 4 Others Sent to Chapter 11 ----------------------------------------------------- MSR Resort Golf Course LLC and its affiliates, which own The Grand Wailea Resort Hotel & Spa in Hawaii and four other luxury resorts, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on February 1. Junior lenders led by Paulson & Co., one of the world's biggest hedge funds with $36 billion of assets under management, seized the resorts from Morgan Stanley's real estate funds on January 28, then four days later, sent the resorts to Chapter 11. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, according to court filings. Consolidated revenues for the three months ending December 31, 2010, were approximately $121 million. Consolidated 2010 annual revenues were approximately $465 million. The resorts filed customary first-day motions, seeking court permission to continue customer programs and pay employee wages, management fees and utilities. They also asked to use cash collateral of lenders to pay suppliers and service providers. Paulson Acquisition Prepetition CNL-AB LLC acquired the equity interests in a portfolio of eight iconic U.S. resort properties with over 5,500 guest rooms known as MS Resorts through a foreclosure proceeding on January 28, 2011. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. The joint venture held junior debt that helped finance Morgan Stanley's 2007 purchase of CNL Hotels & Resorts Inc., positioning them to foreclose when Morgan Stanley defaulted. The membership interests were pledged as security under the $200 million loan. The eight properties are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, Claremont Resort and Spa, Ritz Carlton Grande Lakes, JW Marriott Grande Lakes, and JW Marriott Desert Ridge. In conjunction with the acquisition, CNL-AB LLC completed a comprehensive restructuring at the corporate level, resulting in the effective elimination of $800 million of debt and preferred equity, an important step in the overall recapitalization of the Company's assets. Following the acquisition, five of the resorts with mortgage debt scheduled to mature February 1 were filed for Chapter 11 protection by the Paulson and Winthrop joint venture affiliates. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. This filing provides the new owner with the opportunity to further restructure the Company's debt at the property level and to improve operations during a time of recovering fundamentals in the hospitality industry. The filing does not involve the Ritz Carlton Grande Lakes, JW Marriott Grande Lakes, or JW Marriott Desert Ridge, which are currently controlled by Capital Trust, Inc. and its affiliates. Business as Usual CNL said the bankruptcy filings have no impact on the management, staff or operations of the resorts, which will continue to provide the same uninterrupted level of luxury service and experience to guests, resort members and other customers, and remain committed to their local communities. In addition, Pyramid Hotel Group will continue to act as asset manager for the eight resorts, providing continuity to the operation and management for all stakeholders in the portfolio. Michael Barr, Portfolio Manager at Paulson & Co. Inc., said, "We and our partners are excited to be owners of some of the world's most desirable resorts and look forward to providing new sponsorship to maximize the value of these irreplaceable assets." Events Leading to Bankruptcy Protection The Paulson group placed the resorts in Chapter 11 after failing to reach an agreement on a debt extension with trusts overseeing a securitized mortgage. A $1 billion mortgage backed by five of the former CNL properties and $525 million of mezzanine loans matured February 1. Midland Loan Services, a unit of Pittsburgh-based PNC Financial Services Group Inc., is the special servicer for the loans that matured. In 2009, the five Resorts and related assets produced approximately $433 million in consolidated revenues and approximately $46.4 million in adjusted net operating income compared to approximately $588.3 million and $153.2 million, respectively, in 2007. Daniel Kamensky, secretary and treasurer of the Debtors said, "This decline in revenue and net operating income corresponded to the economic decline in the United States and the world through this period. The Debtors' irreplaceable assets were not immune to the economic turmoil that reduced travel and business and consumer spending through this period." Since October 2009, the previous owners of the Debtors and their non-Debtor affiliates had been attempting, in a variety of ways, to address cash shortfalls and recapitalize the Debtors' debt structure in a consensual manner. Despite these significant efforts, no viable solution was produced by the previous owners and progress had stalled, Mr. Kamensky said. In January 2011, however, CNL-AB took a significant step toward a comprehensive restructuring of the Debtors' balance sheet, reaching an agreement with the prior equity holders and the other corporate mezzanine lenders that effectively eliminated $600 million of mezzanine debt and eliminated the obligation to pay $200 million in structurally subordinated preferred equity. As a result of this recent progress, the Debtors (and CNL-AB) are optimistic that, given a reasonable opportunity, they will be able to broker an agreement with the Debtors' remaining constituencies on the terms of a consensual restructuring of the Debtors' outstanding indebtedness. CNL-AB's most pressing concern as new indirect parent of each of the Debtors was the imminent maturity of approximately $1.5 billion of the Debtors' secured debt on February 1, 2011, i.e., a mere four days following the completion of the foreclosure. Given that limited time period, CNL-AB cooperated with the previous owners of the Debtors prior to the foreclosure in an attempt to obtain limited extensions of the maturities of the Debtors' loans to facilitate continued negotiations on the terms of a consensual restructuring after the foreclosure was completed. "Unfortunately, given their numerous creditor constituencies, and the timing of the impending maturity date, the Debtors were unable to achieve a limited extension of the loan maturities obligations and were left in a position where they would have been unable to pay all of their debts when due. Accordingly, in order to protect and preserve their assets from disruption, confusion, and deterioration of value, the Debtors commenced these chapter 11 cases," Mr. Kamensky said. DIP Financing Because of the limited time between the foreclosure and the impending maturity date of the Mortgage Loan and Mezzanine Loans, the Debtors have not had sufficient time to adequately canvass the market-place for debtor-in-possession financing, which may be necessary to fund working capital during the pendency of these cases, Mr. Kamensky said. However, to ensure a smooth transition and show renewed sponsorship in the assets, affiliates of Paulson have committed to provide a $30 million debtor-in-possession loan that would be junior and not seek to prime any of the liens of the Mortgage Loan. The Debtors intend to use the Paulson commitment as a "back-stop" while they continue, through their financial and legal advisors, to seek the most advantageous postpetition financing terms. The proceeds of the debtor-in-possession financing will be used to ensure payment of interest to the Mortgage lender and other administrative claims. Restructuring Under Chapter 11 "The recent change to the ultimate equity ownership of the Debtors necessitates a reasonable period for CNL-AB to undertake the required analyses, engage with the Debtors' constituents, and develop an appropriate restructuring strategy," Mr. Kamensky said. The Paulson and Winthrop group will need approval from other lenders to restructure the debt, said Harris Trifon, an analyst for Deutsche Bank Securities Inc. in New York, according to Bloomberg News. "Over the last few weeks, holders of the mezzanine debt have battled for control of the five properties," Mr. Trifon wrote in a report January 31. Secured-debt holders probably will be fully repaid and the mortgage loan likely will be extended two years once it is restructured, he said. About MSR Resorts MSR Resorts and its affiliates constitute a business enterprise that invests in, owns and operates five iconic luxury resort properties with related real estate properties and amenities, including 14 separate golf courses, over 35 food and beverage outlets, and over 432,000 square feet of meeting space in the United States. The resorts are: (a) the Grand Wailea Resort Hotel & Spa in Maui, Hawaii; (b) the La Quinta Resort & Club and PGA West in La Quinta, California; (c) the Arizona Biltmore Resort & Spa in Phoenix, Arizona; (d) the Doral Golf Resort & Spa in Miami, Florida; and (e) the Claremont Hotel Club & Spa in Berkeley, California. MSR RESORT: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor: MSR Resort Golf Course LLC aka PGA West & Citrus Club c/o CNL-AB LLC 1251 Avenue of the Americas New York, NY 10020 Bankruptcy Case No.: 11-10372 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- MSR Resort Silver Properties, LP 11-10373 MSR Claremont Resort, LP 11-10374 MSR Resort Hotel, LP 11-10375 MSR Resort SPE GP LLC 11-10376 MSR Resort Senior Mezz LLC 11-10377 MSR Resort Sub Senior Mezz LLC 11-10378 MSR Resort Intermediate Mezz LLC 11-10379 MSR Resort Sub Intermediate Mezz LLC 11-10380 MSR Desert Resort, LP 11-10381 MSR Grand Wailea Resort, LP 11-10382 MSR Biltmore Resort, LP 11-10383 MSR Resort SPE GP II LLC 11-10384 MSR Resort Senior Mezz, LP 11-10385 MSR Resort Senior Mezz GP, LLC 11-10386 MSR Resort Sub Senior Mezz, LP 11-10387 MSR Resort Sub Senior Mezz GP, LLC 11-10388 MSR Resort Intermediate Mezz, LP 11-10389 MSR Resort Intermediate Mezz GP, LLC 11-10390 MSR Resort Sub Intermediate Mezz, LP 11-10391 MSR Resort Sub Intermediate Mezz GP, LLC 11-10392 MSR Resort Desert Real Estate, Inc. 11-10393 MSR Resort Biltmore Real Estate, Inc. 11-10394 MSR Resort REP, LLC 11-10395 MSR Resort Senior MREP, LLC 11-10396 MSR Resort Sub Senior MREP, LLC 11-10397 MSR Resort Sub Intermediate MREP, LLC 11-10398 MSR Resort Intermediate MREP, LLC 11-10399 MSR Resort Ancillary Tenant, LLC 11-10400 MSR Resort Lodging Tenant, LLC 11-10401 Type of Business: MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. Chapter 11 Petition Date: February 1, 2011 Bankruptcy Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Bankruptcy Judge: Sean H. Lane Debtors' Counsel: James H.M. Sprayregen, P.C., Esq. Paul M. Basta, Esq. Edward O. Sassower, Esq. Chad J. Husnick, Esq. KIRKLAND & ELLIS, LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: james.sprayregen@kirkland.com pbasta@kirkland.com edward.sassower@kirkland.com chad.husnick@kirkland.com Debtors' Financial Advisor: HOULIHAN LOKEY CAPITAL, INC. 1930 Century Park West, Suite 200 Los Angeles, CA 90067 Tel: (310) 553-8871 Fax: (310) 553-2173 Debtors' Claims Agent: KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (888) 733-1416 Estimated Assets: More than $1 billion Estimated Debts: More than $1 billion The petition was signed by Daniel Kamensky, manager, secretary & treasurer. Debtor's List of 30 Largest Unsecured Creditors: Entity/Person Nature of Claim Claim Amount ------------- --------------- ------------ Hilton Hotels Corporation Contract $13,401,290 c/o Hilton Chicago 720 South Michigan Avenue Chicago, Illinois Miller Buckfire Contract $8,063,447 601 Lexington Avenue 22nd Floor New York, New York 10022 Marriott International Contract $7,541,067 Manager of Global Finance Services 10400 Fernwood Road Bethesda, Maryland 20817 Specialty Risk Services, LLC Contract $4,388,241 55 Farmington Avenue Suite 501 Hartford, Connecticut 06105 Crowne Point Partners, LLC Contract $1,750,000 17700 SW Upper Boones Ferry Road Suite 100 Portland, Oregon 97224 Amway Advance Deposit $1,456,831 7575 Fulton Street East Mailcode 77-3 D Ada, Michigan 49355-0001 Kerry William Rose & Elizabeth Contract $1,400,000 Erene Evers-Rose 2626 East Arizona Biltmore Circle, Unit #7 Phoenix, Arizona 85016 Pyramid Acquisition II Contract $1,336,500 Management L.P. One Post Office Square Suite 3100 Boston, Massachusetts 02109 MS Resort Holdings LLC Trade $1,312,824 1585 Broadway 37th Floor New York, New York Wyndham Worldwide Advance Deposit $1,127,612 3700 Fox Hill Road North Little Rock Arkansas 72116 Arizona Biltmore Hotel Villas Contract $1,012,500 Condominiums Association P.O. Box 39242 Phoenix, Arizona 85069-9242 JPMorgan Chase Trade $980,178 P.O. Box 29063 Phoenix, Arizona 85038-9063 Belfor USA Group, Inc. Contract $915,672 23610 N. 20th Drive Suite 2 Phoenix, Arizona 85085 and Belfor USA Group, Inc. 2365 Industrial Parkway West Hayward, California RD Olson Construction, LP Contract $911,004 2955 Main Street 3rd Floor Irvine, California 92614 In-N-Out Burger Advance Deposit $836,000 4199 Campus Drive Suite 900 Irvine, California 92612 Zurich North America Insurance $692,079 8734 Paysphere Circle Chicago, Illinois 60674 Borrego Resort Holdings Membership $625,000 c/o Bertoni & Todd Deposit 430 Pacific Building 520 Southwest Yamhill Street Portland, Oregon 97204 Swank Audio Visuals, LLC Trade $613,572 4037 Paysphere Circle Chicago, Illinois 60674 Wailea MF-9 Associates Contract $567,248 411 Huku Li'i Place Suite 204 Kihei, Hawaii 96753 Desert Elite Membership $450,000 78-401 - Highway 111 Deposit Suite G La Quinta, CA 92253-2066 Department Of Water Supply Trade $448,357 200 South High Street Wailuku, Hawaii 96793-2155 Gibson Dunn & Crutcher Advance Deposit $379,303 333 South Grand Avenue Los Angeles, CA 90071 T&G Constructors Inc. Contract $344,037 8623 Commodity Circle Orlando, Florida 32819 Consolidated Supply Advance Deposit $320,005 c/o The GRA Group 1399 Lear Industrial Parkway Avon, Ohio 44011 Hospitality Staffing Trade $312,866 Solutions LLC 100 Glenridge Point Parkway Suite 400 Atlanta, Georgia 30342 Liberty Mutual Advance Deposit $300,000 175 Berkeley Street Boston, Massachusetts 02116 Cub Cadet Advance Deposit $297,099 c/o Navis, Inc. 31029 Center Ridge Road Cleveland, Ohio 44145 Teodoro Obiang Advance Deposit $286,945 3620 Sweetwater Mesa Road Malibu, California 90264 Craftsman Homes, Inc. Membership Deposit $277,500 1157 N Red Gum Street Anaheim, California 92806 Pyramid Project Management Contract $262,229 One Post Office Square Suite 3100 Boston, Massachusetts 02109 MSR RESORT: CNL Financial Not Affiliated with Debtors ----------------------------------------------------- CNL Financial Group released a statement saying CNL-AB LLC, the entity that filed for bankruptcy protection for former MSR Hotels & Resorts properties on Feb. 1, is not affiliated with CNL Financial Group or any of its current offerings in any way. CNL Financial Group respectfully requests that these properties, the bankruptcy filing and other related activity not be referred to as "CNL" or "CNL Financial Group." CNL Hotels & Resorts was sold to Morgan Stanley Real Estate in 2007, and shortly thereafter changed its name to MSR Hotels & Resorts. CNL Financial Group has no financial or other interest whatsoever in this portfolio nor CNL-AB LLC. The only appropriate reference to "CNL" or "CNL Financial Group" would be as the former sponsor of CNL Hotels & Resorts, which was sold to Morgan Stanley Real Estate in 2007. CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz- Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. NACIREMA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Nacirema Industries, Inc. 211-217 West 5th Street Hudson, NJ 07002 Bankruptcy Case No.: 11-12339 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Morris S. Bauer, Esq. NORRIS MCLAUGHLIN & MARCUS, PA P.O. Box 5933 Bridgewater, NJ 08807-5933 Tel: (908) 722-0700 Fax: (908) 722-0755 E-mail: msbauer@nmmlaw.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/njb11-12339.pdf The petition was signed by John Cherchio, president. NASDAQ5 LLC: 3 Entities File for Ch. 11 to Restructure Debt ----------------------------------------------------------- Steven Green at the Las Vegas Sun reports that ALEC4 LLC, NASDAQ5 LLC, and NICK3 LLC filed for Chapter 11 bankruptcy reorganization to restructure $16.1 million in debt related to commercial real estate developments. According to the report, ALEC4 has a development at 4949 Spring Mountain Road, near Decatur Boulevard, in Las Vegas, as well as investment properties on Industrial Road in Las Vegas and in Arizona and Utah. The Spring Mountain Road property is encumbered by debt owed to East West Bank, Santa Ana, California, totaling about $1.49 million; as well as a $470,000 mortgage held by Nevada State Bank. Nevada State Bank is owed another $1 million for a mortgage against 11870/11842 Industrial Road, Lot 3. According to the report, NASDAQ5's creditors include East West Bank and Illinois Mutual Life Insurance Co. in Peoria, Illinois, owed more than $2.5 million against property at 4480 and 4631 Spring Mountain Road, east of Decatur Boulevard; and at 6170 W. Desert Inn Road, near Jones Boulevard. Far East National Bank of Los Angeles is owed another $517,000 for a property at 4333 N. Las Vegas Blvd., near Craig Road, that was foreclosed on Jan. 19, 2011. The Las Vegas Sun reports that NICK3 has interests in the properties at 4631 Spring Mountain Road and 6170 W. Desert Inn Road as well as properties in California, New Mexico and Texas. NICK3's creditors include First International Bank, which is chartered in Texas; owed $1.2 million against the Desert Inn Road property; East West Bank and Nevada State Bank. Based in Las Vegas, ALEC4 LLC, NASDAQ5 LLC and NICK3 LLC are managed by Dr. C. Leon Chen, an entrepreneur and dentist at 6170 W. Desert Inn Road who heads the Dental Implant Institute there. NASDAQ5 LLC: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: NASDAQ5, LLC 6170 W. Desert Inn Rd. Las Vegas, NV 89146 Bankruptcy Case No.: 11-11252 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Zachariah Larson, Esq. LARSON & STEPHENS 810 S. Casino Center Blvd., Suite 104 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: ecf@lslawnv.com Scheduled Assets: $2,761,508 Scheduled Debts: $4,054,181 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-11252.pdf The petition was signed by Chun Leon Chen, managing member. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- ALEC4, LLC 11-11253 01/28/11 NICK3, LLC 11-11249 01/28/11 NATHAN REUTER: Judge Denies Reuter's Chapter 11 Plan ---------------------------------------------------- Bankruptcy Law360 reports that Judge Thomas Saladino affirmed a lower court's denial Monday of a Chapter 11 reorganization plan filed by Nathan Paul Reuter, the owner of a defunct financial services company, forcing him into liquidation. Nathan Paul Reuter sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 07-21128) on July 27, 2007; is represented by James F. B. Daniels, Esq., at McDowell Rice Smith & Buchanan, P.C.; and estimated less than $1 million in assets and more than $1 million in debts at the time of the filing. NCO GROUP: Moody's Cuts Corporate to 'Caa1' on Revenue Declines --------------------------------------------------------------- Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1 from B3 and changed the outlook to negative. Simultaneously, Moody's has also downgraded each of NCO's debt instrument ratings by one notch and lower the Speculative Grade Liquidity rating to SGL-4 from SGL3 The downgrade reflects Moody's concern that greater than expected revenue declines and continued earnings pressure will extend beyond current levels due to deteriorating consumer payment patterns and weaker volumes. In addition, Moody's expects financial flexibility will be further aggravated by tightening headroom under its financial covenants and a potential breach of covenants which will limit the company's ability to draw upon its revolver. Also, the company faces an impending maturity on its $100 million senior secured revolving credit facility due November of 2011. This is a summary of Moody's rating actions. NCO Group, Inc: * Corporate Family Rating, to Caa1 from B3 * Probability of Default Rating, to Caa1 from B3 * $549 million senior secured term loan due 2013, to B2 (LGD 2, 27%) from B1 (LGD 2, 27%) * $100 million senior secured revolver due 2011, to B2 (LGD 2, 27%) from B1 (LGD 2, 27%) * $165 million senior floating rate notes due 2013, to Caa2 (LGD 5, 74%) Caa1 (LGD 5, 73%) * $200 million senior subordinated notes due 2014, to Caa3 (LGD 6, 92%) from Caa2 (LGD 6, 90%) * Speculative Grade Liquidity rating, to SGL-4 from SGL-3 Ratings Rationale The Caa1 CFR reflects limited business line diversity, a potential covenant breach and anticipates declining profitability in NCO's ARM and CRM business lines during 2011. Moody's expects liquidation rates of delinquent accounts receivables to remain depressed as many consumers struggle with high unemployment and constrained access to credit. Moody's also expects profitability in the CRM segment to be negatively affected by declining transaction volumes from certain large customers in the telecommunications sector. The ratings are supported by Moody's expectation that NCO will use free cash flow to pay down debt over the next year. The negative outlook reflects Moody's concern that operating performance and liquidity will remain under pressure during 2011 and that the company will need to seek another covenant amendment in the near-term. The ratings could be downgraded if profitability continues to decline, liquidity materially erodes or free cash flow generation turns negative. In the near-term, should the company secure a new revolver or receive a covenant amendment the outlook could be changed to stable. Moody's would consider a ratings upgrade, if the company were able to achieve both positive revenue and earnings growth. Other Considerations Mapping to Rating Methodology - Based on pro forma financial data for the twelve months ended September 30, 20010, NCO Group's grid- implied rating per Moody's Global Business and Consumer Services Industry Methodology is "B3", which is one notch above the actual rating. The differential reflects Moody's concern over the company's high leverage, declining revenue and limited cushion within covenant ratios. NICK3 LLC: 3 Entities File for Ch. 11 to Restructure $16MM Debt --------------------------------------------------------------- Steven Green at the Las Vegas Sun reports that ALEC4 LLC, NASDAQ5 LLC, and NICK3 LLC filed for Chapter 11 bankruptcy reorganization to restructure $16.1 million in debt related to commercial real estate developments. According to the report, ALEC4 has a development at 4949 Spring Mountain Road, near Decatur Boulevard, in Las Vegas, as well as investment properties on Industrial Road in Las Vegas and in Arizona and Utah. The Spring Mountain Road property is encumbered by debt owed to East West Bank, Santa Ana, California, totaling about $1.49 million; as well as a $470,000 mortgage held by Nevada State Bank. Nevada State Bank is owed another $1 million for a mortgage against 11870/11842 Industrial Road, Lot 3. According to the report, NASDAQ5's creditors include East West Bank and Illinois Mutual Life Insurance Co. in Peoria, Illinois, owed more than $2.5 million against property at 4480 and 4631 Spring Mountain Road, east of Decatur Boulevard; and at 6170 W. Desert Inn Road, near Jones Boulevard. Far East National Bank of Los Angeles is owed another $517,000 for a property at 4333 N. Las Vegas Blvd., near Craig Road, that was foreclosed on Jan. 19, 2011. The Las Vegas Sun reports that NICK3 has interests in the properties at 4631 Spring Mountain Road and 6170 W. Desert Inn Road as well as properties in California, New Mexico and Texas. NICK3's creditors include First International Bank, which is chartered in Texas; owed $1.2 million against the Desert Inn Road property; East West Bank and Nevada State Bank. Based in Las Vegas, ALEC4 LLC, NASDAQ5 LLC and NICK3 LLC are managed by Dr. C. Leon Chen, an entrepreneur and dentist at 6170 W. Desert Inn Road who heads the Dental Implant Institute there. NICK3 LLC: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------- Debtor: NICK3, LLC 6170 W. Desert Inn Rd. Las Vegas, NV 89146 Bankruptcy Case No.: 11-11249 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Zachariah Larson, Esq. LARSON & STEPHENS 810 S. Casino Center Blvd., Suite 104 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: ecf@lslawnv.com Scheduled Assets: $4,385,220 Scheduled Debts: $6,794,660 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-11249.pdf The petition was signed by Chun Leon Chen, managing member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- ALEC4, LLC 11-11253 01/28/11 NASDAQ5, LLC 11-11252 01/28/11 NNN 2400: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------- Debtor: NNN 2400 West Marshall Drive, LLC, a Delaware Limited Company 6717 Mulberry Street San Diego, CA 92114 Bankruptcy Case No.: 11-01454 Chapter 11 Petition Date: January 31, 2011 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Margaret M. Mann Debtor's Counsel: Darvy Mack Cohan, Esq. LAW OFFICES OF DARVY MACK COHAN 7855 Ivanhoe Avenue, #400 La Jolla, CA 92037 Tel: (858) 459-4432 E-mail: dmc@cohanlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Mubeen Aliniazee, president and CEO of Highpoint Managemment Solutions, LLC. Debtor's List of 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Anthony W. Thompson Indemnity unknown Grubb & Ellis Realty Investors, Indemnity unknown LLC NNN 2400 West Marshall Drive 1, Contract Damages unknown LLC NNN 2400 West Marshall Drive 11, Contract Damages unknown LLC NNN 2400 West Marshall Drive 12, Contract Damages unknown LLC NNN 2400 West Marshall Drive 13, Contract Damages unknown LLC NNN 2400 West Marshall Drive 14, Contract Damages unknown LLC NNN 2400 West Marshall Drive 15, Contract Damages unknown LLC NNN 2400 West Marshall Drive 16, Contract Damages unknown LLC NNN 2400 West Marshall Drive 18, Contract Damages unknown LLC NNN 2400 West Marshall Drive 2, Contract Damages unknown LLC NNN 2400 West Marshall Drive 20, Contract Damages unknown LLC NNN 2400 West Marshall Drive 3, Contract Damages unknown LLC NNN 2400 West Marshall Drive 4, Contract Damages unknown LLC NNN 2400 West Marshall Drive 5, Contract Damages unknown LLC NNN 2400 West Marshall Drive 6, Contract Damages unknown LLC NNN 2400 West Marshall Drive 7, Contract Damages unknown LLC NNN 2400 West Marshall Drive 8, Contract Damages unknown LLC NNN 2400 West Marshall Drive 9, Contract Damages unknown LLC NNN MET: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: NNN Met Center 10 25, LLC, a Delaware Limited Liability Company 441 Mason Street San Francisco, CA 94102 Bankruptcy Case No.: 11-30356 Chapter 11 Petition Date: January 31, 2011 Court: U.S. Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: Darvy Mack Cohan, Esq. LAW OFFICES OF DARVY MACK COHAN 7855 Ivanhoe Avenue, #400 La Jolla, CA 92037 Tel: (858) 459-4432 E-mail: dmc@cohanlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Mubeen Aliniazee, president and CEO of Highpoint Managemment Solutions, LLC. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Met Center Property Owners Trade Debt $73,677 Association 1135 W. 6th, Suite 120 Austin, TX 78703 S and D Commercial Services Trade Debt $23,577 421 Talbot, Side A P.O. Box 1376 Taylor, TX 76574 Global Maintenance Services Trade Debt $22,404 2211 Denton Drive, #A Austin, TX 78758 City of Austin Trade Debt $7,738 Global Maintenance Services Inc. Trade Debt $7,468 Big Sky Consulting LLC Trade Debt $6,750 ICON Mechanical Contractors Trade Debt $4,894 APAC Texas Inc. Trade Debt $2,639 Thyssenkrupp Elevator Corp. Trade Debt $1,252 Central Texas Refuse Trade Debt $851 Joseph and Sammel, Inc. Trade Debt $797 Oliver Brothers Roofing Trade Debt $633 C2 Reprographics Trade Debt $232 Time Warner Cable Trade Debt $218 Landscape Resources Inc. Trade Debt $173 Vanguard Fire Systems, L.P. Trade Debt $90 Austin Assn. of Facility and Trade Debt $25 Maintenancce AA Fame Trade Debt $25 Worlwide Pest Control, Inc. Trade Debt $11 Anthony W. Thompson Indemnity $0 OMNIBUS INVESTMENT: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: Omnibus Investment Group, Inc. 1991 Archer Pond Adrian, GA 31002 Bankruptcy Case No.: 11-52469 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Mark E. Scott, Esq. THE BARRISTER LAW GROUP 3325 Paddocks Parkway, Suite 140 Suwanee, GA 30097 Tel: (770) 529-3476 E-mail: mscott@barristerlaw.net Scheduled Assets: $1,012,520 Scheduled Debts: $796,883 The list of 20 largest unsecured creditors contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gwinnett County Tax Trade debt $19,040 Assessor 75 Langley Dr. Lawrenceville, GA 30046 The petition was signed by Joseph H. Smith, president. PEARLAND SUNRISE: Plan Outline Hearing Moved to February 28 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas reset the hearing on the disclosure statement explaining Pearland Sunrise Lake Village I, LP's proposed Chapter 11 Plan to February 28, 2011, at 1:30 p.m. The Debtor may commence soliciting acceptances of the Plan only after the disclosure statement has been approved by the Bankruptcy Court and copies thereof provided to each creditor or equity interest holder entitled to vote on the Plan. With the exception of holders of allowed administrative claims and allowed priority claims, all other claim holders and interest holders are impaired under the Plan. The Plan proposes to repay the Debtor's creditors in full through the continued operation of its real property in Broadland, Texas, the use of settlement funds deposited into the registry of the 23rd District Court of Brazoria County, Texas, and the possible recovery of other funds related to a lawsuit identified as the "National Lawsuit". After confirmation, the Debtor will continue to operate its business, focusing its attention on leasing its real property. The salient terms of the Plan include: (1) Holders of administrative claims and priority claims will be paid in full on the effective date of the Plan; (3) Holders of secured claims will be paid over time. (4) Holders of unsecured claims will be paid the allowed amounts of their claims pro-rata in 60 equal installments beginning on the Effective Date. (5) Holders of partnership interests will retain their interests, but the interests will not re-vest until all other allowed claims have been paid in full. A copy of the Disclosure Statement, dated November 30, 2010, is available for free at: http://bankrupt.com/misc/PearlandSunrise.DS.pdf About Pearland Sunrise Lake Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba SRLVI, was chartered in June 2005 for the purpose of acquiring and developing an approximately 5.8 acres of land at 9415 Broadland, Texas. Office space of 36,008 square feet of retail space and 42,973 square feet of office space was built on the property. The Company filed for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. W.D. Tex. Case No. 10-11926). Frank B. Lyon, Esq., at the Law Offices of Frank B. Lyon, in Austin, Texas, represents the Debtor. In its schedules, the Debtor disclosed $10,253,717 in assets and $16,222,127 in liabilities. PHILADELPHIA RITTENHOUSE: Pension Fund Sues iStar to Keep Control ----------------------------------------------------------------- Dow Jones' DBR Small Cap reports that the battle over a luxury condominium project on Philadelphia's 10 Rittenhouse Square is coming down is "like so many in the commercial real-estate industry these days over developments that had the misfortune of reaching the market after the recession hit: The owners default on their loans. Lenders try to foreclose." In the fight over the 33-story 10 Rittenhouse Square condominium project designed by architect Robert A.M. Stern, the pension fund that controls the project claims that lender iStar Financial Inc. has intentionally delayed sales as part of a secret plan to undermine and take control of the property, the report notes. As evidence, the Delaware Valley Real Estate Investment Fund's lawsuit noted that iStar told one prospective buyer that he would have to give up his pet poodle, the report adds. About Philadelphia Rittenhouse Philadelphia Rittenhouse Developer, L.P. is a joint venture between ARC Properties, Inc., based in Clifton, New Jersey, and Philadelphia-based Wheeler Brothers Holdings, LLC. The Company was formed to develop 10 Rittenhouse Square, a 33-story condominium building in Philadelphia. Rittenhouse Developer filed for chapter 11 bankruptcy in response to an action in Pennsylvania state court seeking to appoint a receiver for the development project, which was brought by one of the Company's lenders, iStar Tara, LLC. Philadelphia Rittenhouse filed for Chapter 11 bankruptcy protection on December 30, 2010 (Bankr. E.D. Pa. Case No. 10- 31201). Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $100 million to $500 million. iStar Tara, LLC is represented in the chapter 11 case by the firm of Blank Rome LLP. PORTOLA GREEN: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: Portola Green, LLC 1605 N Martel Ave #19 Los Angeles, CA 90046 Bankruptcy Case No.: 11-13888 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: Sandford Frey, Esq. CREIM MACIAS KOENIG & FREY LLP 633 W Fifth St 51st Fl Los Angeles, CA 90071 Tel: (213) 614-1944 E-mail: Sfrey@cmkllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The list of 20 largest unsecured creditors contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Maurice Benitah Unknown Keller Williams 439 N Canon Dr Penthouse Beverly Hills, CA 90210 The petition was signed by Chris S. Simon, principal. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Chris Simon 11-13882 01/28/11 PRIUM LAKEWOOD: Hearing on Disclosure Statement Tomorrow -------------------------------------------------------- On January 3, 2011, Prium Lakewood Buildings LLC filed a disclosure statement explaining its Plan of Reorganization. The hearing to consider approval of the disclosure statement has been scheduled for February 3, 2011. The Plan centers on the restructuring of the Debtor's obligations to the First Independent Bank, leasing the remaining vacant space at the Lakewood Colonial Center (approximately 10%) and a sale or refinance of the Center in 2013. First Independent Bank will retain its first position security interest against the Center. The Debtor will make monthly payments to the Bank based on the new principal balance of the Bank's claims (about $15,950,000) and an amortization period of 25 years (roughly $60,000 a month) from its rental income and a lump sum payment to the Bank of the balance of its claim upon a sale or refinance of the Center. Bingo Investments I, LLC's claim will be fixed in the principal amount of $500,000 on the effective date of the Plan. Bingo will receive monthly payments to $1,875 (interest only) from its rental income and a lump sum payment of the balance of its claim upon a sale or refinance of the Center. Unsecured claims will be paid $25,000 every six months from rental income from October 2011 until December 2013 or paid in full, whichever comes first. Prium Companies LLC, the sole member of the Debtor, will retain its membership interests. A copy of the Disclosure Statement, dated January 3, 2011, is available for free at: http://bankrupt.com/misc/priumlakewood.DS.pdf About Prium Lakewood Buildings LLC Tacoma, Washington-based Prium Lakewood Buildings LLC owns several parcels of commercial real property. The properties comprise Lakewood Colonial Center, an income-producing retail and office center. Prium Lakewood is owned by Prium Companies LLC. Prium Lakewood filed for Chapter 11 bankruptcy protection on October 19, 2010 (Bankr. W.D. Wash. Case No. 10-48621). Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, in Seattle, Wash., assists Prium Lakewood in its restructuring effort. Prium Lakewood estimated its assets and debts at $10 million to $50 million as of the Petition Date. Affiliates Chelsea Heights LLC (Bankr. W.D. Wash. Case No. 10-44959), Prium Kent Retail LLC (Bankr. W.D. Wash. Case No. 10-45715), Prium Meeker Mall LLC (Bankr. W.D. Wash. Case No. 10-45713), and Prium Tumwater Buildings LLC (Bankr. W.D. Wash. Case No. 10-44962) filed separate Chapter 11 petitions. RAFAELA APPAREL: Terminates Registration of 11.25% Sr. Notes ------------------------------------------------------------ In a Form 15 filing on January 28, 2011, Rafaella Apparel Group, Inc., notified the Securities and Exchange Commission regarding the termination of registration or suspension to file reports in connection with its 11.25% Senior Secured Notes due June 2011 and Guarantees related to the 11.25% Senior Secured Notes due June 2011. The Company said that approximate number of holders of record as of the certification or notice date is down to 25. About Rafaella Apparel Group New York-based Rafaella Apparel Group, Inc., is a wholesaler, designer, sourcer, marketer and distributor of a full line of women's career and casual sportswear separates. The Company's balance sheet at September 30, 2010, showed $82.9 million in total assets, $89.3 million in total liabilities, $61.1 million in redeemable convertible preferred stock, and a stockholders' deficit of $67.5 million. As reported in the Troubled Company Reporter on October 18, 2010, PricewaterhouseCoopers LLP expressed substantial doubt against the Company's ability as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company's senior secured notes mature in June 2011 and the Company does not expect its forecasted cash and credit availability to be sufficient to meet its debt repayment obligations under the senior secured notes. RANU REALTY: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ranu Realty Corporation 2035 Benedict Avenue Bronx, NY 10462 Bankruptcy Case No.: 11-10286 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Shelley C. Chapman Debtor's Counsel: Joel M. Shafferman, Esq. SHAFFERMAN & FELDMAN, LLP 286 Madison Avenue, Suite 502 New York, NY 10017 Tel: (212) 509-1802 Fax: (212) 509-1831 E-mail: joel@shafeldlaw.com Scheduled Assets: $2,600,025 Scheduled Debts: $1,043,014 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb11-10286.pdf The petition was signed by Mo Azizur Rahman, president. RED HAT: Meeting of Creditors Set for February 16 ------------------------------------------------- The Packer reports that a meeting of creditors of Red Hat Produce Inc. dba Red Hat Foods is set for Feb. 16, 2011, at 10:00 a.m. in U.S. Trustee Room C in the Denver court. Based in Austin, Colorado, Red Hat Produce Inc aka Red Hat Foods filed for Chapter 11 bankruptcy protection on Jan. 10, 2011 (Bankr. D. Col. Case No. 11-10375). Judge Michael E. Romero presides over the case. Philipp C. Theune, Esq., at Powell Theune PC represents the Debtor. The Debtor disclosed $728,415 in assets and $1,432,352 in debts in its schedules. REGAL PLAZA: Disclosure Statement Hearing Set for February 8 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada has set for February 8, 2011, at 1:30 p.m., Regal Plaza, LLC, to consider the adequacy of the disclosures in the proposed disclosure statement explaining Regal Plaza, LLC's proposed Chapter 11 Plan of Reorganization. Pursuant to the Plan terms, all allowed administrative claims, which are unclassified, will be paid in full in cash. Holders of allowed priority tax claims, likewise unclassified, will receive equal monthly, consecutive cash payments continuing until completed no later than five years. Payments to allowed claim holders will be sourced from the Reorganized Debtor's projected Income. The Debtor expects to earn money, from, in part, leasing of 5,000 square feet of its property to Euphoria Salon and the completion of the build-out of 15,000 sq. ft. of tenant improvements for Healthcare Preparatory Institute Delta Point, LLC, will be the manager of the Reorganized Debtor. For its services to the Reorganized Debtor, Delta Point will receive no compensation package. Tower Realty & Development, LLC, an affiliate of the Debtor and of Delta Point, will continue to manage the Property for a fee of 3% of the gross rents collected. The Plan proposes the following treatment for the various claims and interests in the Debtor: Class 1. Priority Claims. Unimpaired. Deemed to Accept. Each holder of a Class 1 Priority Claim will be paid in full, in cash, upon the later of the effective date of the Plan, the date the payment becomes due under nonbankruptcy law, or the date on which such claim is allowed by a final non-appealable order. Class 2a. Secured Claim of Nevada State Bank (Est. Amt. - $7,500,000). Impaired. The Bank will be paid its secured claim in full, as follows: (a) monthly installments of interest only at the rate of 3% per annum (approximately 50 points above the yield for 10 year treasury notes) from the date of the petition in this case until 2 years after the Effective Date of the Plan, payable beginning on the 1st day of the 1st month following the Effective Date, (b) monthly installments of interest at the rate of 4% per annum (approximately 150 points above the yield for 10 year treasury notes) plus principal payments amortized over 30 years from the 1st day of the 25th month following the Effective Date, and (c) the balance on the 1st day of the 121st month following the Effective Date. The balance due at the end of 10 years would be approximately $6,279,785. Class 2b. Secured Claim of Clark County Treasurer (Est. Amt. - $118,000). Impaired. The Clark County Treasurer will be paid in monthly installments over 5 years with interest at 4% per annum. Class 3a. Non-Insider General Unsecured Creditors (Est. Amt. - $192,000). Impaired. Non-Insider General Unsecured Creditors will be paid 100%, without interest, from the rents collected from the Tenants or funds provided by Delta Point, LLC. Beginning on 1st day of the 1st month following the Effective Date, Class 3a will be paid, at least, $10,000 per month pro rata for approximately 18 months, at which time the balance due on the claims will be paid. Class 3b. Non-Insider General Unsecured Creditors (Est. Amt. - $950,000). Impaired. Non-Insider General Unsecured Creditors will be paid 100%, without interest, from the rents collected from the Tenants or funds provided by Delta Point, LLC. Beginning on 1st day of the 1st month following the Effective Date, Class 3a will be paid, at least, $10,000 per month pro rata for approximately 18 months, at which time the balance due on the claims will be paid. Class 4. Equity Security Holders. Impaired. Current Equity Security Holders interests are terminated. Delta Point, LLC, a current member of the Debtor and any other party will obtain an equity interest in the reorganized Debtor in exchange for post-petition new value of not less than $500,000. Holders of claims and interests in the Debtor in Classes 2a, 2b, 3a, 3b, and 4, are all impaired and entitled to vote under the Plan. A copy of the Disclosure Statement, as amended and filed December 23, 2010, is available for free at: http://bankrupt.com/misc/RegalPlaza.DS.pdf About Regal Plaza, LLC Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center in Las Vegas, Nevada. The shopping center was originally constructed in 2000 on 5.72 acres which are operated as the Regal Plaza. There is 56,097 square feet of rentable space, approximately 22,510 square feet are currently occupied and 23,187 square feet are currently being improved for tenants with signed leases. The Company filed for Chapter 11 bankruptcy protection on September 1, 2010 (Bankr. D. Nev. Case No. 10-26707). Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las Vegas, Nev., represents the Debtor as counsel. In its schedules, the Debtor disclosed $10,815,564 in assets and $8,592,879 in liabilities as of the petition date. RESERVE DEV'T: Kingston to Keep Firm in Exchange for $750,000 ------------------------------------------------------------- The Reserve Development LLC has filed a proposed plan of reorganization and explanatory disclosure statement. Under the Plan, the Debtor will receive a new value contribution in the amount of $750,000 from entities related to Kingston & Associates Marketing LLC and David O. Kingston. Mr. Kingston is the president of Spanish Trail SPE II, Inc., who is the manager of Spanish Trail Development LLC, a 99% member of the Debtor. The $750,000 contribution will be used to pay general unsecured claims. Allowed administrative claims will be paid in cash on the initial distribution date, and upon allowance by the Bankruptcy Court. Tenant security deposits will continue to be paid in the ordinary course of business. All other allowed priority unsecured claims, if any, will be paid in full. The Debtor's secured debt of $25,707,567 to Corus Bank will be modified to reduce the loan amount to $14,000,000, which modification will reflect a 25 year amortization, at 3% interest, that matures 7 years after the effective date of the Plan. Holders of unsecured claims classified as convenience claims -- each creditor holding a claim under $15,000 -- will be paid in full on the effective date of the Plan. The remaining holders of general unsecured claims (in a separate class) will receive cash on the initial distribution date then 12 consecutive quarterly distributions until the claims are paid in full. Holders of existing equity interests will retain their equity interests in the Reorganized Debtor. A copy of the proposed Disclosure Statement, dated November 30, 2010, is available for free at: http://bankrupt.com/misc/ReserveDevelopment.DS.pdf About The Reserve Development LLC The Reserve Development LLC, based in Las Vegas, Nevada, owns and operates the remaining unsold units of the Spanish Palms Condominium Project, as fractured 372 unit condominium project located at 5250 South Rainbow Las Vegas, Nevada. The Company filed for Chapter 11 bankruptcy protection on September 1, 2010 (Bankr. D. Nev. Case No. 10-26715). Spanish Trail Development LLC is a 99% member of the Debtor. Spanish Trial Development is managed by Spanish Trail SPE II, Inc. Spanish Trail SPE I, Inc., is a 1% member of the Debtor, and is the manager of the Debtor. David Kingston is the President of both SPE I and SPE II. Laurel E. Davis, Esq., Craig S. Dunlap, Esq., and Jeffrey J. Steffen, Esq., represent the Debtor as counsel. In its schedules, the Debtor disclosed $13,274,818 in assets and $25,842,878 in liabilities as of the Petition Date. ROCK'S AUTO: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Rock's Auto Care & Lube Center Corp. 505 Flatbush Avenue Brooklyn, NY 11225 Bankruptcy Case No.: 11-40596 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Joel B. Rosenthal Debtor's Counsel: Roy J. Lester, Esq. LESTER & WEITZ, P.C. 600 Old Country Road, Suite 229 Garden City, NY 11530 Tel: (516) 357-9191 Fax: (516) 357-9281 E-mail: rlester@rlesterlaw.com Scheduled Assets: $197,300 Scheduled Debts: $2,210,722 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nyeb11-40596.pdf The petition was signed by Brian McGuire, president. ROCKWOOD SPECIALTIES: Fitch Upgrades Issuer Default Rating to 'BB' ------------------------------------------------------------------ Fitch Ratings has upgraded the Issuer Default Rating for Rockwood Specialties Group, Inc., to 'BB' from 'B+' and the senior subordinated notes to 'BB-' from 'B+/RR4'. Recovery prospects for the securities remain good, but explicit Recovery Ratings are not assigned for IDRs above 'B+'. The Rating Outlook is Stable. Rockwood's ratings reflect leading positions in many of its product lines, diversification by market and end-use, good profit margins, and consistent generation of free cash flow. Pro forma for the expected refinancing of bank facilities and application of asset sales proceeds and excess cash, leverage is under 3 times and expected to remain so. At Sept. 30, 2010 cash on hand was $281 million and Rockwood has recently closed on the sale of the AlphaGary plastic compounding business for $300 million. Proceeds from the sale and excess cash are expected to be applied to reduce term debt. At Sept. 30, 2010, availability under the $180 million revolver due July 30, 2012, after $34 million in letters of credit was $146 million. The refinancing of the facilities is expected to extend the maturity of the revolver to 2016 and the new $850 million term loan is to mature in 2018. Fitch expects the security on the financing to remain the substantially the same as the existing facilities. Fitch rates the new senior secured bank facilities 'BB+' and will withdraw the 'BB+' rating on the existing bank facilities at closing. Fitch expects free cash flow generation to exceed $150 million annually and comfortably service debt. Current maturities are estimated as $37 million due in 2011, $52 million due in 2012, $250 million due in 2013 and $564 million due in 2014. Fitch expects that some portion of the senior subordinated notes due in 2014 to be refinanced. The existing senior secured credit facilities contain financial covenants. The maximum senior secured debt ratio of 4.00x thereafter, is defined as net senior secured debt (total debt excluding senior subordinated notes plus capital lease obligations minus cash up to a maximum of $100 million) to adjusted EBITDA. Rockwood reported that it complied with the senior secured debt ratio covenant limit with a ratio of 2.32x for the period ending Sept. 30, 2010. There is a minimum interest coverage ratio of 2.00x defined as adjusted EBITDA to cash interest expense (interest expense, net excluding deferred debt issuance cost amortization and the movements in the mark-to-market value of the interest rate and cross-currency interest rate derivatives). Rockwood reported that it complied with the interest coverage ratio covenant limit with a ratio of 3.94x for the period ending Sept. 30, 2010. Fitch expects covenants under the new facility to be roughly equivalent and expects Rockwood to be well within compliance with its covenants over the next 12-18 months. The Stable Outlook reflects Fitch's expectations that margins should remain stable, liquidity should remain ample, average annual free cash flow should exceed $150 million, and leverage should remain under 3x. Fitch has taken these rating actions on Rockwood: -- IDR upgraded to 'BB' from 'B+'; -- Existing senior secured revolving credit facility affirmed at 'BB+', expected to be withdrawn upon closing of the new senior secured credit facility; -- Existing senior secured term loans affirmed at 'BB+', expected to be withdrawn upon closing of the new term loans; -- New Senior secured revolving credit facility rated at 'BB+'; -- New Senior secured term loans rated at 'BB+'; and -- Senior subordinated notes upgraded to 'BB-' from 'B+/RR4'. RPS PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: RPS Properties LLC 49 Wyckoff Avenue Brooklyn, NY 11237 Bankruptcy Case No.: 11-40587 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Leo Fox, Esq. 630 Third Avenue, 18th Floor New York, NY 10017 Tel: (212) 867-9595 Fax: (212) 949-1857 E-mail: leofox1947@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Chaskiel Strulevich, president. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Performance Properties NYC, LLC 07-45564 10/14/07 Great Storage, LLC 07-46931 10/14/07 RUBIN SCHRON: In Restructuring Talks to Address Default ------------------------------------------------------- Dow Jones' DBR Small Cap reports that Rubin Schron is in talks to restructure about $300 million in defaulted-upon debt backed by a 35-acre piece of Brooklyn, N.Y.'s historic industrial waterfront that he has been trying to turn into an artists' haven. According to DBR, a group led by Mr. Schron purchased the property, which had been part of the massive Bush Terminal complex, starting in 1986. Located near the Gowanus Expressway, it was packed with century-old industrial buildings, some of which he planned to convert into artist lofts, office space and other uses. The report relates that beginning in 2007, Mr. Schron took out loans that ultimately totaled about $300 million which were converted into commercial mortgage backed securities, according to Realpoint. DBR says that soon after that the recession hit the outlook for his property, named Industry City, worsened. The report notes that so far only about 600,000 square feet of its 6 million square feet of space has been converted and only about 400,000 square feet of that is occupied. Rubin Schron is a real-estate developer. RYLAND GROUP: Has Q4 $19.13MM Loss, Undergoes Corp. Reorganization ------------------------------------------------------------------ The Ryland Group, Inc. announced results for its quarter ended December 31, 2010. The Company reported a net loss of $19.13 million on $227.11 million of revenue for the three months ended December 31, 2010, compared with net income of $39.02 million on $418.38 million of revenue for the same period a year ago. The Company reported a net loss of $85.13 million on $1.06 billion of revenue for the twelve months ended December 31, 2010, compared with a net loss of $162.47 million on 1.28 billion of revenue for the same period during the prior year. The Company's balance at December 31, 2010 showed $1.65 billion in total assets, $1.09 billion in total liabilities and $561.66 million in total equity. Corporate Reorganization Ryland Group said in its press release, "The Company has been a leader in the homebuilding industry with respect to the efficiency of its organization. However, its current volume levels require the Company to look at even more efficient ways of managing its business. After reviewing a variety of options, the decision was made to replace the Company's current two-region operating structure with a single homebuilding management team. This reorganization, coupled with additional downsizing completed within both the corporate and mortgage organizations, should result in substantial annual savings and improved operational efficiency in 2011 and beyond. This streamlined and decentralized structure allows the Company to efficiently address the needs of its divisions, which are the front line of the Company's business. As the Company begins to grow its business, this new structure has the flexibility to address growth for the foreseeable future." A full-text copy of the press release announcing the Company's Fourth Quarter and Year-end results is available for free at: http://ResearchArchives.com/t/s?7299 About Ryland Group Headquartered in Calabasas, California, The Ryland Group, Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's largest homebuilders and a leading mortgage-finance company. Since its founding in 1967, Ryland has built more than 285,000 homes and financed more than 240,000 mortgages. The Company currently operates in 15 states and 19 homebuilding divisions across the country and is listed on the New York Stock Exchange under the symbol "RYL." * * * As reported by the Troubled Company Reporter on June 21, 2010, Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer Default Rating at 'BB'; and Senior unsecured debt at 'BB'. The Rating Outlook has been revised to Stable from Negative. Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3" probability of default rating, "Ba3" senior unsecured notes rating, and "SGL-2" speculative grade liquidity rating. Ryland Group carries Standard & Poor's Ratings Services' 'BB-' corporate credit and senior unsecured note ratings. SBARRO INC: BofA-Led Lenders Extend Forbearance Until March 2 ------------------------------------------------------------- Sbarro, Inc., together with its parent, Sbarro Holdings, LLC, entered into a Second Forbearance Agreement on January 31, 2011, with its holders of its first lien debt and the administrative agent. The agreement will afford the Company additional time to pursue a deleveraging of its capital structure. The Troubled Company Reporter on January 10 reported Sbarro's entry into the forbearance agreement with lenders under its Credit Agreement, dated January 31, 2007, with Bank of America, N.A., as Administrative Agent, and various lenders. The Company breached a financial covenant in its First Lien Credit Agreement as of January 2, 2011 (the last day of its 2010 fiscal year). The First Forbearance Agreement terminated on January 31, 2011. The First Lien Holders have agreed to continue to temporarily forbear for an additional 30 days from exercising certain rights and remedies under the First Lien Credit Agreement solely by reason of the Company's failure to meet the EBITDA covenant contained in the First Lien Credit Agreement as of January 2, 2011, or the Company's receipt on December 29, 2010 of a "Notice of Default," dated December 28, 2010, from AFII US BD Holdings, L.P., a holder of the Company's senior notes, contending that the Company's incurrence of its second lien credit facility in March 2009 violated certain provisions of the Senior Notes Indenture, dated as of January 31, 2007, among the Company, the guarantors named therein and The Bank of New York, as Trustee. Until the Second Forbearance Agreement terminates, the First Lien Holders have agreed not to terminate the commitments, accelerate the loans, require cash collateral for the letter of credit obligations, enforce liens granted under the collateral documents or exercise any other rights or remedies that may be available under the loan documents. The Company acknowledges that as a result of the First Lien Default (i) the Company's consent right in respect of certain assignments is no longer in effect, (ii) all outstanding loans bear interest at the default rate (contract rate + 2%), which will result in incremental interest of approximately $860,000 for the first quarter of fiscal year 2011, and (iii) the Company is not entitled to convert eurodollar loans to, or continue any eurodollar loans for additional interest periods as, eurodollar loans having an interest period in excess of one month. Pursuant to the Second Forbearance Agreement, the Company has agreed to certain covenants, including (a) to maintain a minimum level of liquidity and limit capital expenditures during the forbearance period and (b) to provide the Administrative Agent with certain information and documents, including a restructuring proposal, by dates during the forbearance period that are specified in the Second Forbearance Agreement. In addition to the fees paid in connection with the First Forbearance Agreement, the Company has agreed to pay a fee to each lender that consents to the Second Forbearance Agreement of 25 basis points on the principal amount of loans held by such lender under the First Lien Credit Agreement. As of January 31, 2011, the Company has paid those lenders who have consented to the Second Forbearance Agreement a forbearance fee of $274,456.19 in aggregate. The Second Forbearance Agreement terminates on the earliest of (i) March 2, 2011, (ii) the date on which any event of default under the First Lien Credit Agreement other than the First Lien Default shall occur, (iii) the date of any breach by Holdings or the Company of the covenants set forth in the Second Forbearance Agreement, and (iv) the date on which any holder of the Company's senior notes or any of the Company's second lien lenders (A) accelerates any of the Company's obligations under the Indenture or the second lien credit facility or (B) enforces any rights to collect payment under their respective agreements with the Company. As of February 1, 2011, there was $173,766,431 outstanding under the First Lien Credit Agreement and $33,498,783 outstanding under the Second Lien Credit Agreement, in each case including both principal and accrued but unpaid interest. Pursuant to the Second Forbearance Agreement, Sbarro acknowledges and agrees that as of January 30, 2011, the aggregate outstanding principal balances of the Loans and the aggregate face amount of outstanding Letters of Credit were: Revolving Loans $17,900,000.00 Term B Loans $154,797,500.00 Letters of Credit $3,599,909.53 Approximately 95% of the Company's outstanding second lien debt is held by an affiliate of MidOcean Partners. MidOcean Partners, through various investment funds that it manages, is the indirect, majority stockholder of the Company. The lending consortium consists of: * BANK OF AMERICA, N.A., in its capacity as Administrative Agent and Lender; * ARTUS LOAN FUND 2007-I, LTD.; * BABSON CLO LTD. 2003-I; * BABSON CLO LTD. 2004-II; * BABSON CLO LTD. 2005-I; * BABSON CLO LTD. 2006-I; * BABSON CLO LTD. 2007-I; * LOAN STRATEGIES FUNDING LLC; * SUFFIELD CLO, LIMITED; * MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY; * MASSMUTUAL ASIA LIMITED; * BILL & MELINDA GATES FOUNDATION TRUST; * VINACASA CLO, LTD.; * The Foothill Group, Inc.; * Foothill CLO I, Ltd.; * NZC GUGGENHEIM MASTER FUND LIMITED; * BDIF LLC; * STONE TOWER CREDIT FUNDING I LTD.; * XELO VII LIMITED About Sbarro Inc. Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is the world's leading Italian quick service restaurant concept and the largest shopping mall-focused restaurant concept in the world. The Company has 1,056 restaurants in 41 countries. The Company's balance sheet at Sept. 30, 2010, showed $455.55 million in total assets, $29.98 million in total current liabilities, $7.47 million in deferred rent, $70.64 million in deferred tax liabilities, $13.26 million in due to former shareholders and other liabilities, $341.80 million in long-term debt, and stockholder's equity of $16.17 million. * * * Standard & Poor's Ratings Services in January 2011 lowered its corporate credit rating on Sbarro to 'CC' from 'CCC-'. The outlook is negative. "The ratings on Sbarro reflect S&P's belief that the company's current capital structure is unsustainable and that it is unable to service its existing debt," said Standard & Poor's credit analyst Mariola Borysiak. Sbarro has engaged Rothschild Inc. as its financial advisor to explore strategic alternatives addressing its current capital structure. As reported by the Troubled Company Reporter, on January 11, 2011, The Wall Street Journal's Mike Spector said people familiar with the matter indicated Sbarro has hired the law firm Kirkland & Ellis to advise it on restructuring its balance sheet. As reported by the TCR on January 10, 2011, Sbarro hired investment bank Rothschild Inc. for restructuring advice. SBARRO INC: Skips $7.78MM Senior Notes Interest Payment Due Feb. 1 ------------------------------------------------------------------ Sbarro, Inc., on January 31, 2011, determined that in light of its current liquidity and capital resources, it will not make a $7,781,250 interest payment due on February 1, 2011, to the holders of its senior notes under the Indenture, dated as of January 31, 2007, among the Company, the guarantors named therein and The Bank of New York, as Trustee. Sbarro said the failure to pay interest, if continued for 30 days, will constitute an Event of Default under the Indenture. Accordingly, if the Company has not made this interest payment by March 3, 2011, the Bank of New York or the holders of at least 25% in principal amount of the outstanding senior notes under the Indenture, will then have the right to provide an acceleration notice to the Company declaring the principal and unpaid interest on all the senior notes due and payable. The Company's total outstanding obligations under the Indenture as of February 1, 2011, including accrued but unpaid interest, are $157,781,250. In addition, if the Company fails to make the interest payment before the expiration of the grace period on March 3, 2011, the failure will result in a new event of default under the First Lien Credit Agreement and the Second Lien Credit Agreement, dated as of March 26, 2009 among the Company, Sbarro Holdings, the lenders from time to time party thereto and the administrative agent and collateral agent. This would then allow the First Lien Holders and the second lien lenders to declare all amounts outstanding under the First Lien Credit Agreement and the Second Lien Credit Agreement due and payable. As of February 1, 2011, there was $173,766,431 outstanding under the First Lien Credit Agreement and $33,498,783 outstanding under the Second Lien Credit Agreement, in each case including both principal and accrued but unpaid interest. The Company remains in discussions with its creditors and other stakeholders regarding the Company's long-term capital structure and potential strategic alternatives to address its long-term needs. About Sbarro Inc. Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is the world's leading Italian quick service restaurant concept and the largest shopping mall-focused restaurant concept in the world. The Company has 1,056 restaurants in 41 countries. The Company's balance sheet at Sept. 30, 2010, showed $455.55 million in total assets, $29.98 million in total current liabilities, $7.47 million in deferred rent, $70.64 million in deferred tax liabilities, $13.26 million in due to former shareholders and other liabilities, $341.80 million in long-term debt, and stockholder's equity of $16.17 million. * * * Standard & Poor's Ratings Services in January 2011 lowered its corporate credit rating on Sbarro to 'CC' from 'CCC-'. The outlook is negative. "The ratings on Sbarro reflect S&P's belief that the company's current capital structure is unsustainable and that it is unable to service its existing debt," said Standard & Poor's credit analyst Mariola Borysiak. Sbarro has engaged Rothschild Inc. as its financial advisor to explore strategic alternatives addressing its current capital structure. As reported by the Troubled Company Reporter, on January 11, 2011, The Wall Street Journal's Mike Spector said people familiar with the matter indicated Sbarro has hired the law firm Kirkland & Ellis to advise it on restructuring its balance sheet. As reported by the TCR on January 10, 2011, Sbarro hired investment bank Rothschild Inc. for restructuring advice. SHEPHERD OF THE VALLEY: Facing Bankruptcy or Closure ---------------------------------------------------- Kristen MacBeth at BankruptcyHome.com reports that Shepherd of the Valley Care Center is facing bankruptcy or closure, leaving as many as 150 patients uncertain about the future. According to the report, nursing home director Dr. Martin Ellbogen cited Medicaid reimbursement rates, which have failed to keep pace with inflation, as a reason contributing to its potential filing. "The main goal is to make sure the quality of care is uninterrupted," Shepherd of the Valley administrator Jill Hult told Wyoming news provider The Casper Star-Tribune. "We are working with local governments and foundations." In August, the U.S. Internal Revenue Service took action against the center for its delinquent payments and past due filings. In total, the agency registered liens worth nearly $775,000 against Shepherd of the Valley due to its failure to submit Employers Quarterly Federal Tax Returns. Shepherd of the Valley Care Center operates a nursing home located in Paradise Valley, Wyoming. SILVERLAKE REAL ESTATE: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Silverlake Real Estate, LLC 269 S. Beverly Drive #1175 Beverly Hills, CA 90212 Bankruptcy Case No.: 11-13879 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Debtor's Counsel: Yevgeniya Lisitsa, Esq. LAW OFFICES OF GINA LISITSA 5455 Wilshire Blvd Suite 901 Los Angeles, CA 90036 Tel: (323) 857-5990 Fax: (323) 857-5941 E-mail: glisitsa@msn.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 Kevin Moda, manager. SOUTHBELT PROPERTIES: Court Imposes Sanctions Against Owner ----------------------------------------------------------- Bankruptcy Judge Letitia Z. Paul has ruled on a request by NP Apts. Holding Company, LLC, for sanctions against Southbelt Properties Management, LLC and its owner/manager Joe E. Walters, Jr., for failing to comply with the Court's Cash Collateral Order. The Order authorized the Debtor to use only $3,850 of Wells Fargo Bank N.A.'s cash collateral for September 2010. However, the Debtor reported expenditures totaling $42,486.24. NP Apts. is a special purpose vehicle created by Wells Fargo to purchase the Debtor's property at a foreclosure sale in October 2010. Judge Paul held that since the Debtor's case has been converted to Chapter 7, the creditors would bear the burden of any sanction. Accordingly, the Court determined that, because a sanction against the Debtor would be ineffective, no sanction will be assessed against the Debtor. However, the Court determined that Mr. Walters is personally liable to NP Apts. for the cash collateral spent. The amount for which Mr. Walters is liable consists of the $42,486.24 the Debtor spent during September 2010, less the $3,850 the Debtor was authorized to spend during September 2010, plus the $7,427.98 collected by the Debtor in October 2010 and not remitted to NP Apts., for a total of $46,064.22. However, there is no evidence that an additional sanction would coerce his compliance with the obligation to turn over that cash collateral to NP Apts. A copy of Judge Paul's January 28, 2011 Memorandum Opinion is available at http://is.gd/ABp3fKfrom Leagle.com. About Southbelt Properties Southbelt Properties Management, LLC, owned single asset real estate consisting of, inter alia, a 16-unit apartment complex located in Texas City, Texas. SouthBelt Properties filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-80254) on April 29, 2010. The case was converted to Chapter 7 on November 19, 2010. Joseph M. Hill is the Chapter 7 Trustee. NP Apts. Holding Company, LLC, assignee of Wells Fargo Bank, N.A., sought the Chapter 7 conversion. SUMMIT BUSINESS: Organizational Meeting to Form Panel on Feb. 7 --------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on February 7, 2011, at 10:00 a.m. in the bankruptcy case of Summit Business Media Holding Company, et al. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 2112, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. New York-based Summit Business Media Holding Company -- http://www.summitbusinessmedia.com/-- is a business-to-business publisher and event organizer serving the insurance, investment advisory, professional services and mining investment markets. Summit employs nearly 400 employees in ten offices across the United States. The Company was formed through seven acquisitions since 2006. Summit Business is a Delaware corporation that wholly owns Summit Business Media Intermediate Holding Company, LLC, a Delaware limited liability company. Summit Intermediate wholly owns The National Underwriter Company, an Ohio corporation, which in turn wholly owns six distinct subsidiary companies which comprise the remaining Debtors. Summit Business Media Holding Company and eight affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on Jan. 25, 2011. Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq., at Reed Smith LLP, in New York, serve as counsel to the Debtors. Lincoln Partners Advisors LLC is the financial advisor. Garden City Group is the claims and notice agent. Summit estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. SUMMIT HOTEL: To Report $6MM to $7MM Impairment Charge in Q4 ------------------------------------------------------------ On January 28, 2011, Summit Hotel Properties, LLC released certain operating information for the three months and year ended December 31, 2010. The Company expects to record in the fourth quarter of 2010 an impairment charge of between approximately $6.0 million and approximately $7.0 million related to land held for sale shown on the Company's unaudited condensed consolidated balance sheet as of September 30, 2010. The comparative information for the three months and year ended December 31, 2009 and December 31, 2010 for all Company seasoned and unseasoned hotels and the Company's aggregate portfolio, is available for free at: http://ResearchArchives.com/t/s?72ab About Summit Hotel Summit Hotel Properties, LLC is a developer, owner and manager of hotels categorized as mid-scale without food and beverage and upscale hotels located throughout the United States. As of December 31, 2009, the Company owned 65 hotels in 19 states. The Company's revenues and earnings are derived from hotel operations of its owned hotels. An affiliate, The Summit Group, Inc., provides a number of services for its hotels, including hotel operations management, location of acquisition targets and construction sites, development of construction sites, and construction supervision. As of December 31, 2009, Summit Hotel Properties had two wholly owned limited liability companies that own hotel properties. Summit Hospitality I, LLC owns 25 of the Company's hotels. In addition, Summit Hospitality V, LLC, is a wholly owned subsidiary, which owns 13 of the Company's hotels. The Company's balance sheet as of September 30, 2010, showed $509,968,783 in total assets, $180,303,464 in total current liabilities, $255,826,259 in long term-debt, and total equity of $73,839,060. The Company reported a net loss of $6,924,991 on $104,812,943 of revenue for nine months ended Sept. 30, 2010, compared with a net loss of $8,745,555 on $92,804,297 of revenue in the same period for the prior year. SUNRISE REAL ESTATE: Good Speed and Better Time Invest $1-Mil. -------------------------------------------------------------- On January 21, 2011, Sunrise Real Estate Group, Inc. Sunrise Real Estate Development Group, Inc., entered into a Share Purchase Agreement with Good Speed Services Limited to issue 2.5 million shares to Good Speed for US$500,000. This transaction is subject to standard closing terms and conditions and is scheduled to close on or before March 20, 2011. On January 22, 2011, the Company, Sunrise Real Estate Development Group, Inc., entered into a Share Purchase Agreement with Better Times International Limited to issue 2.5 million shares to Better Time for US $500,000. This transaction is subject to standard closing terms and conditions and is scheduled to close on or before March 20, 2011. Notwithstanding anything to the contrary, Good Speed and Better Time will have the right, in its sole and absolute discretion, at any time prior to its payment of Sunrise's shares, to terminate this Agreement, in which event, this Agreement will be terminated and no party will have any further obligation to any other party. Sunrise, upon the closing of the Share Purchase Agreements, will issue 2.5 million shares of common stock to Better Time for US $500,000 and 2.5 million shares of common stock to Good Speed for US $500,000, for a total aggregate amount of US $1 million to be received by Sunrise. About Sunrise Real Headquartered in Shanghai, the People's Republic of China, Sunrise Real Estate Group, Inc. was initially incorporated in Texas on October 10, 1996, under the name of Parallax Entertainment, Inc. On December 12, 2003, Parallax changed its name to Sunrise Real Estate Development Group, Inc. On April 25, 2006, Sunrise Estate Development Group, Inc. filed Articles of Amendment with the Texas Secretary of State, changing the name of Sunrise Real Estate Development Group, Inc. to Sunrise Real Estate Group, Inc., effective from May 23, 2006. The Company and its subsidiaries are engaged in the property brokerage services, real estate marketing services, property leasing services and property management services in China. The Company's balance sheet at Sept. 30, 2010, showed $15.20 million in total assets, $17.15 million in total liabilities, $1.40 million in non-controlling interests of consolidated subsidiaries, and a stockholders' deficit of $3.36 million. As reported in the Troubled Company Reporter on April 21, 2010, Kenne Ruan, CPA, P.C., in Woodbridge, Conn., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has significant accumulated losses from operations and has a net capital deficiency. SUNWEST MANAGEMENT: Judge Enters Order Closing Stayton Case ----------------------------------------------------------- Michael Rose at the Statesman Journal reports that the Sunwest Management Inc. bankruptcy case is finally over after the bankruptcy judge signed an order closing the Chapter 11 bankruptcy. About Sunwest Management Founded in Oregon in 1991, Sunwest Management -- http://www.sunwestmanagement.com/-- was one of the largest private senior living providers in the U.S. In March 2009, U.S. District Judge Michael Hogan appointed Michael Grassmueck -- founder and principal of Portland, Oregon-based Grassmueck Group, a national firm that specializes in fiduciary and insolvency services -- as receiver for the Company after the Securities and Exchange Commission filed suit against Sunwest and former CEO Jon Harder, alleging securities fraud. Sunwest Management placed 10 assisted living centers -- two in Oregon -- into Chapter 11 bankruptcy. Briarwood Retirement and Assisted Living Community LLC, which owns a retirement center in Springfield, and Century Fields Retirement and Assisted Living Community LLC, which owns a center in Lebanon, filed for Chapter 11 protection on August 19, 2008. On Aug. 17, 2008, eight Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection from creditors in Tennessee. Sunwest was later renamed Stayton SW Assisted Living. As reported by the Troubled Company Reporter on July 16, 2010, Judge Hogan confirmed the plan of reorganization in the Chapter 11 proceedings of Stayton. The plan provides for the sale of up to 149 senior living facilities to a joint venture formed by Blackstone Real Estate Advisors VI L.P., Emeritus Senior Living and Columbia Pacific Advisors. The Blackstone/Emeritus joint venture acquired the properties in exchange for cash, securities and debt valued at $1.3 billion in cash. Under the Plan, existing Sunwest investors were permitted to receive either cash or securities in the new company, with a choice between Class A preferred interests paying 6%, or up to 49% in common interests in the joint venture. The reorganization plan also provides for the creation of a Trustco entity to hold certain non-senior living assets, such as apartments, office buildings and bare land, and liquidate the assets over time for the benefit of the estate's investors and creditors. The Receiver oversees Trustco. In August 2010, Stayton completed the sale of 132 senior living facilities to the joint venture. The transaction was valued at $1.2 billion. In December 2010, the federal equity receiver in charge of former Oregon-based senior living provider Sunwest Management announced a 40% initial distribution to investors and other claimants in the Sunwest securities violation case and related Chapter 11 bankruptcy proceeding. Resources for the initial distribution total $228 million and derive from a $1.2 billion real estate transaction closed earlier this year, in which a joint venture led by Blackstone Real Estate Advisors VI LP and Emeritus Senior Living acquired 144 Sunwest properties in exchange for cash, securities and assumption of debt. SW BOSTON: Court Rejects Prudential's Bid to Lift Stay ------------------------------------------------------ Bankruptcy Judge Joan N. Feeney denied a request by Prudential Insurance Company of America for relief from the automatic stay in the bankruptcy cases of SW Boston Hotel Venture LLC and its affiliates, without prejudice to renewal in the event that a plan filed by the Debtor or Debtors is patently unconfirmable or that a plan is not confirmed within a reasonable time. The Court held that there is no cause under 11 U.S.C. Sec. 362(d)(1) to grant relief from stay and that the Debtor sustained its burden of demonstrating that it has a plan in prospect. It has shown sufficient progress during the Chapter 11 case to support the conclusion that there is a reasonable possibility of a reorganization within a reasonable time. The Debtors objected to Prudential's request. The Official Committee of Unsecured Creditors in the case filed a joinder to the Debtors' objections. Pursuant to a Construction Loan Agreement in January 2008, Prudential agreed to lend SW Boston up to $192.2 million for the construction of the W Hotel and condominium units at 100 Stuart Street, Boston, Massachusetts. SW Boston also entered into a Subordinate Loan Agreement with the city of Boston, pursuant to which Boston agreed to provide a $10.5 million loan of HUD Section 108 funds to finance the completion of a restaurant, spa, and theme bar at the hotel. The amount owed to Prudential is roughly $154 million, without regard to whether it is entitled to post-petition interest or expenses pursuant to 11 U.S.C. Sec. 506(b). The amount owed to the city of Boston, net of the value of its cash collateral, is $6 million. Valuation Dispute The Debtors, Prudential and the City of Boston are currently lock in a dispute as to the fair market of the W Hotel and Condominiums. Randell Harwood, a Senior Managing Director/Regional Manager of Cushman & Wakefield, and Robert N. Skinner, a Director at C&W, prepared an appraisal report in which they expressed the opinion on behalf of Prudential that the Condominiums had a value of $86 million as of May 24, 2010. C&W valued the W Hotel at $55 million (or $234,043 per room) as of May 24, 2010. Paul Griesmer, Senior Managing Director of FTI Consulting, Inc., the Debtor's appraiser, prepared an appraisal report as of August 1, 2010, wherein he expressed the opinion that the value of the Condominiums was $90.6 million as of August 1, 2010. Mr. Griesmer said the Hotel and Garage had a value of $65.6 million as of August 1, 2010. Rachel Roginsky, a Principal of Pinnacle Advisory Group, and Jonathan L. Jaeger prepared an appraisal report for the City of Boston, wherein they indicated that as of December 31, 2009, the Condominiums with related parking had a value of $136.8 million. Ms. Roginsky said the Hotel had a value of $57.7 million as of October 22, 2009, and would have a value of $76.7 million as of October 22, 2013. Construction of the W Hotel had not been completed at the time of the appraisal. In her Order, Judge Feeney held that for the purposes of Prudential's Motion, the value of the Condominiums is $88 million while the value of the Hotel is $65.6 million. In rejecting Prudential's request, Judge Feeney noted that the Debtor has the support for its reorganization from its major constituencies, including the City of Boston, the Unsecured Creditors Committee, and Starwood Hotels and Resorts Worldwide, Inc., the franchisor and manager of the Hotel operations. The Debtor is also making progress toward proposing a plan premised on a three-year sales program for the Condominiums and positive cash flow for the Hotel, which will result in substantial payments to Prudential, the City of Boston and other creditors. The Debtor intends to provide for the payment of Prudential's allowed secured claim from operations and from the revenue generated by the sales of Condominiums, which will generate revenue for payments to Prudential of between $116 and $118 million. Moreover, the Debtor's Condominium leasing program likely will generate approximately $2.5 million. The experts for both Prudential and the Debtor agreed that the three-year sales period for the Condominiums is a reasonable projection. The Debtors have the exclusive right to file a plan through and including January 31, 2011, and the exclusive right to solicit acceptances of the plan through and including March 30, 2011. A copy of the Court's January 28, 2011 Memorandum is available at http://is.gd/9homrZfrom Leagle.com About SW Boston Hotel Boston, Massachusetts-based SW Boston Hotel Venture LLC is the developer of the W Hotel. The Company filed for Chapter 11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No. 10-14535). Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100 million to $500 million. ST. VINCENTS: Plan Filing Exclusivity Extended Until April 11 ------------------------------------------------------------- Bankruptcy Law360 reports that St. Vincents Catholic Medical Centers has won an extension to file its reorganization plan after convincing a bankruptcy judge that it needed more time to juggle the administration of its businesses and real estate assets. According to Law360, Judge Celia J. Morris of the U.S. Bankruptcy Court for the Southern District of New York on Tuesday extended the Debtors' exclusive plan period until April 11, 2011. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. TBS INTERNATIONAL: Converts 1.54MM Class B Shares to Class A ------------------------------------------------------------ On January 21, 2011, TBS International PLC converted, pursuant to the terms of its Class B ordinary shares, 1,540,156 of its Class B ordinary shares, par value $0.01, into an equal number of its Class A ordinary shares, par value $0.01. The Company issued the Class A ordinary shares pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. About TBS International plc Dublin, Ireland-based TBS International plc (NASDAQ: TBSI) -- http://www.tbsship.com/-- is a fully-integrated transportation service company that provides worldwide shipping solutions to a diverse client base of industrial shippers. At September 30, 2010, TBS had total assets of US$906.794 million, total debt, including current portion, of US$328.259 million, and shareholders' equity of US$513.154 million. TBS had working capital deficit of US$297.663 million at September 30, 2010. As reported in the Troubled Company Reporter on March 19, 2010, PricewaterhouseCoopers LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company believes it will not be in compliance with the financial covenants under its credit facilities during 2010, which under the agreements would make the debt callable. "This has created uncertainty regarding the Company's ability to fulfill its financial commitments as they become due." TBS International in December 2010 disclosed that its various lender groups have agreed to extend the current forbearance period until January 31, 2011. During such period, the lender groups will continue to forbear from exercising their rights and remedies which arise from the Company's failure to make principal payments when due. The Company will not make principal payments due on its financing facilities during the extended forbearance period, but it will continue to pay interest on those facilities at the default interest rate. TEAM NATION: Grants 250MM Restricted Shares to 4 Officers --------------------------------------------------------- On January 24, 2011, the Board of Directors through Management of Team Nation Holdings Corporation, entered into material agreements with four primary officers of the Company for purposes of long term retention of the key personnel of the Company for the expected growth of the Company under its current business plan. In order to secure the retention of these officers the Company granted the four officers, Dennis R. Duffy, CEO and Director, Janis Okerlund, President and Director, Norman J. Francis, EVP and Director, and Daniel J. Duffy, EVP and Director, through their respective management entities, KE Enterprises, Inc., Myriad Ventures, LLC, Vision Management Solutions, LLC, and Onetrack Management, Inc., the amount of 250,000,000 shares of restricted shares of the Company's common shares to each of these officers under a five year vesting agreement. Under the agreement said shares are issued but will be held for purposes of vesting under the control of the corporation with vesting occurring at a rate of 1/60th of such shares per month for a period of 60 months, and those shares will be subject to Rule 144 holding regulations when vested. Those shares are entitled to voting rights, but do not fully vest in such ratio except on a monthly basis. Those shares are subject to forfeiture for numerous reasons under a vesting agreement executed by each. On January 21, 2011, the Company's Board of Directors and by a vote of the majority of the voting shares of the Corporation, approved an increase of the authorized shares of the Corporation from one billion shares to two billion shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State. About Team Nation Newport Beach, Calif.-based Team Nation Holdings Corporation is a management and services company specializing in management solutions for title companies and providing title production services. The Company's balance sheet at September 30, 2010, showed $3.03 million in total assets, $7.14 million in total liabilities, and a stockholders' deficit of $4.10 million. Kelly & Company CPAs expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the company, since beginning operations through a recapitalization in June 2007, has suffered losses from operations and a working capital deficiency. "Team Nation Holdings Corporation incurred a loss from continuing operations for the year ended December 31, 2009 of $3,617,233 and has current liabilities that exceeded current assets by $5,077,197 and total liabilities that exceeded total assets by $4,771,129." TENET HEALTHCARE: Franklin Mutual Has 10.4% Equity Stake -------------------------------------------------------- In an amended Schedule 13G filing with the Securities and Exchange Commission on January 28, 2011, Franklin Mutual Advisers, LLC disclosed that it beneficially owns 50,659,149 shares of common stock of Tenet Healthcare Corporation, representing 10.4% of the shares outstanding. As of October 27, 2010, there were 485,533,728 shares of the Company's common stock, $0.05 par value, outstanding. Charles B. Johnson and Rupert H. Johnson, Jr., each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA exercises voting and investment powers on behalf of its investment management clients independently of FRI, the Principal Shareholders, and their respective affiliates, beneficial ownership of the securities being reported by FMA is being attributed only to FMA. FMA disclaims any pecuniary interest in any of the Securities. In addition, the filing of this Schedule 13G on behalf of FMA should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the Securities. About Tenet Healthcare Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- is a health care services company whose subsidiaries and affiliates own and operate acute care hospitals, ambulatory surgery centers and diagnostic imaging centers. The Company's balance sheet at Sept. 30, 2010, showed $8.53 billion in total assets, $6.77 billion in total liabilities, and stockholders' equity of $1.76 million. * * * As reported by the TCR on Aug. 5, 2010, Moody's Investors Service affirmed its "B2" corporate family rating for Tenet. The rating reflects Moody's expectation that the Company will likely see positive free cash flow for the full year ending December 31, 2010, as operating results continue to improve and litigation settlement payments end in the third quarter. However, the ratings also consider the significant headwinds facing the company, and the sector as a whole, with respect to increasing bad debt expense, weak volume trends and changes in mix as commercial volumes decline. S&P's corporate credit rating on Tenet is 'B' and remains unchanged. The ratings agency noted that while the Company has experience recent successes to date of a multiyear turnaround effort, the Company has a still-weak business risk profile and high financial leverage. Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on Rating Watch Positive. Tenet's existing ratings are Issuer Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3. The ratings apply to approximately $4.3 billion of debt outstanding as of Sept. 30, 2010. T.H. PROPERTIES: Allows Bank to Take Over Wynstone Property ----------------------------------------------------------- Patrick Lester at The Morning Call reports that T.H. Properties has abandoned plans to build at its Village at Wynstone property in New Hanover Township from the bankruptcy case, one of its properties in Montgomery County, Maryland. According to the report, T.H. Properties has reached an agreement with Wilmington Trust of Pennsylvania to have the case of the Village at Wynstone dismissed or converted to Chapter 7. A motion on the conversion or dismissal has been filed in bankruptcy court. Wilmington Trust of Pennsylvania lent THP $5.5 million for work at the Village at Wynstone. "THP has determined that the Wynstone project is not currently going to be part of the reorganization, so it agreed to dismiss that case and allow the bank to take action with respect to recovering its collateral," TH Properties said in a statement released this week. About T.H. Properties Philadelphia-based T.H. Properties, L.P., has 12 working developments in Pennsylvania and New Jersey. Timothy Hendricks and his brother Todd started the firm in 1992. T.H. Properties and its affiliates filed for Chapter 11 bankruptcy protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201). Northgate Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was among the affiliates that filed. Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads LLP represent the Debtors in their restructuring efforts. T.H. Properties estimated assets between $100 million and $500,000,000, and debts between $10 million and $50 million in its Chapter 11 petition. Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case No. 10-17863) filed for Chapter 11 protection on September 14, 2010. It estimated assets and debts of $1,000,001 to $10,000,000 in its Chapter 11 petition. TRADE UNION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Trade Union International Inc. 4651 State Street Montclair, CA 91763 Bankruptcy Case No.: 11-13071 Chapter 11 Petition Date: January 31, 2011 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Deborah J. Saltzman Debtor's Counsel: James C. Bastian, Jr., Esq. SHULMAN HODGES & BASTIAN LLP 26632 Towne Centre Drive, #300 Foothill Ranch, CA 92610-2808 Tel: (949) 340-3400 E-mail: jbastian@shbllp.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Wen Pin Chang, president. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Duck House, Inc., a California 11-13072 01/27/11 corporation Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Shanghai Bon Voyage International -- $215,468 Trading Co., Ltd. 2nd Floor, No. 110, Yan'An Road (E) Shanghai, 200002 CHINA Continental Agency -- $111,123 1400 Montefino Avenue, Suite 200 Diamond Bar, CA 91765 Quartz Logistics Inc. -- $75,590 731 S. Garfield Avenue Alhambra, CA 91801 Summit Logistics Int'l -- $60,573 Bullet Transportation Services -- $23,687 Travelers -- $17,335 Mark Berger Sales Inc. -- $17,092 Pacificare of California -- $8,196 Monterey Lighting Solutions, Inc. -- $7,773 Brother Meza's Pallets -- $7,360 Joe Interrante -- $7,220 Kaiser Foundation Health Plan -- $7,162 Clark Distribution Systems, Inc -- $6,025 KDA Products Inc -- $5,775 Kodai (U.S.A.) Inc. -- $5,450 Joseph C. Higdon -- $5,000 LSY Trucking -- $4,500 Mountain View Packaging, Inc. -- $3,568 UPS Freight -- $3,056 DUB Publishing Inc. -- $2,625 TV, LLC: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------- Debtor: TV, LLC, A California Limited Liability Company 10501 Valley Boulevard, #1888 El Monte, CA 91731 Bankruptcy Case No.: 11-14156 Chapter 11 Petition Date: January 31, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Percy Duran, Esq. LAW FIRM OF PERCY DURAN 720 Ganymede Drive Los Angeles, CA 90065 Tel: (323) 276-8520 Fax: (323) 376-8918 Scheduled Assets: $5,200,000 Scheduled Debts: $14,500,000 The petition was signed by Bin Ling Lei, manager. Debtor's List of seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cross Ocean Holdings (USA), Inc. Loan $3,700,000 10507 Valley Boulevard, #800 El Monte, CA 91731 LT Titan LP Loan $3,000,000 10501 Valley Boulevard, #1888 El Monte, CA 91731 JT LP Loan $2,600,000 10501 Valley Boulevard, #1888 El Monte, CA 91731 JT LLC Loan $850,000 10501 Valley Boulevard, #1888 El Monte, CA 91731 Jack Jang & Jean Lang Loan $250,000 10501 Valley Boulevard, #1888 El Monte, CA 91731 Jack Jang Loan $100,000 Dr. Goldberg Loan $50,000 TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan --------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to TransUnion Corp.'s (the parent company of Trans Union LLC, the primary debt issuing subsidiary) proposed $950 million senior secured term loan. Concurrently, Moody's affirmed All Other Ratings Including The B1 Corporate Family Rating. Ratings Rationale The proceeds from the new term loan will be used to refinance the existing $945 million senior secured term loan. The new term loan will eliminate financial maintenance covenants, reduce interest costs by potentially $10 million a year, and extend the maturity date from June 2017 until February 2018. In conjunction with the refinancing, some or all of the revolver will have its maturity date extended from June 2015 until February 2016 and will be subject only to a senior secured net leverage ratio covenant. The B1 CFR reflects TransUnion's high pro-forma leverage of over 5x arising from the leveraged buyout transaction in June 2010, in which Madison Dearborn Partners, LLC, acquired a 51 percent equity stake in TransUnion, and the concentrated business profile which is highly dependent on U.S. consumer activity. While the decline of new mortgage and other loan originations stemming from the credit crisis have also weighed on the rating, average daily credit report volumes have shown an improving trend in 2010 due to the stabilization of the U.S. economy and rebound in certain lending activity (e.g., automobile and credit cards). The B1 rating is supported by the company's strong market position as one of the three leading global consumer credit bureaus, its broadly diversified customer base marked by long-standing relationships, and relatively solid financial performance through economic cycles. The company's business model has proven to be relatively resilient due to its steady processing fee-based revenues, solid operating margins, and effective cost controls. The company's scaleable proprietary database and technological capabilities provide a competitive advantage over smaller players or potential entrants. The stable rating outlook reflects Moody's expectation that under Moody's base case scenario of low single digit GDP growth in the U.S. for 2011, TransUnion will continue to generate free cash flow consistent with historical levels due to its recurring processing fees of its credit reporting franchise. This rating was assigned: * $950 Million Senior Secured Term Loan due 2018 -- Ba3 (LGD-3, 30%) These ratings were affirmed /assessments revised: * Corporate Family Rating -- B1 * Probability of Default Rating -- B1 * $200 Million Senior Secured Revolving Credit Facility due 2015 - - Ba3 (LGD-3, 30%) * $645 Million Senior Unsecured Notes due 2018 -- B3 (LGD-5, 84%) This rating will be withdrawn upon full repayment: * $950 Million Senior Secured Term Loan due 2017 -- Ba3 (LGD-3, 30%) Headquartered in Chicago, Illinois, TransUnion Corp., with annual revenues over $900 million, is a leading provider of credit reporting data and information management services to companies and individual consumers. TREVOR DAVIS: 1055 Park Ave. Unit Sold at Distressed Price ---------------------------------------------------------- Dow Jones' DBR Small Cap reports that a modern, glass-walled condominium situated amid the pre-war co-ops on Park Avenue on the Upper East Side of Manhattan seemed like a winner at the height of the real-estate boom. But now the first of five translucent duplex and triplex apartments in the building at 1055 Park Ave. has just gone into contract at what brokers say was a distressed price for the prime location -- less than $1,850 a square foot, the report relates. According to DBR, the contract price totaled just under $4 million for an apartment on the corner of East 87th Street, brokers said. The report relates that it was less than half the original asking price of $9.3 million a few years ago. As reported in the Troubled Company Reporter on December 30, 2010, Theresa Agovino, writing for Crain's New York Business, reports that developer Trevor Davis filed for personal Chapter 11 bankruptcy on December 22, 2010, in an attempt to hang on to his struggling luxury condo development at 1055 Park Ave. According to Ms. Agovino, Mr. Davis said in court papers that one of his lenders, Zimco Holdings, was planning to hold a UCC foreclosure sale of his interest in the property. The sale would have wiped out Mr. Davis' equity in the property, which he said is "substantial." Mr. Davis disclosed assets of $75 million and secured debt of $50 million in his petition, the report noted. Crain's related the court papers said Zimco alleges that Mr. Davis has defaulted on a loan it made to him, which published reports say is worth $6 million. Furthermore, the court papers said the default on the Zimco loan is tied to a default on a senior loan. That $15 million loan was recently purchased by Austrian investor Andreas Badian, according to website The Real Deal, which first wrote about the bankruptcy. TRIBUNE CO: Caption Colorado Files Administrative Claim ------------------------------------------------------- Tribune Company or its subsidiaries and Caption Colorado were parties to a certain agreement, dated as of January 3, 2000, for closed captioning services of live programs to certain television stations owned and operated by Tribune. The Agreement provides that unless earlier terminated, it will automatically renew for successive 12-month periods, unless Tribune, the Stations or Caption Colorado, at least 90 days before the end of the initial term or before the end of any extension period, provides written notice to the other party of the intent to terminate the Agreement. The Initial Term of the Agreement terminated on December 31, 2010. As of the Petition Date, the Debtors owed Caption Colorado $191,855 for unpaid services rendered pursuant to the Agreement. Eric Lopez Schnabel, Esq., at Dorsey & Whitney (Delaware) LLP, in Wilmington, Delaware -- schnabel.eric@dorsey.com -- informs the Court that since the Petition Date, Caption Colorado has continued to provide the Stations with closed captioning services, and the Debtors have timely paid for the postpetition services on an on- going basis. Since Caption Colorado did not receive written notice from either Tribune or any of the Stations apprising it of Tribune's or any of the Stations' intent to terminate the Agreement, the Agreement automatically renewed on October 1, 2010, Mr. Schnabel avers. He notes that at that time, the term of the Agreement was extended through December 31, 2011. In addition, the rates charged pursuant to the Agreement increased 2% as of January 1, 2011. After the Agreement automatically renewed, the Debtors breached it by ceasing to accept services from Caption Colorado as of January 1, 2011, Mr. Schnabel contends. He argues that Caption Colorado is entitled to damages as a result of the Debtors' breach of the Agreement in the total amount of $1,313,449, plus costs, including reasonable attorney's fees. By this motion, Caption Colorado asks Judge Kevin Carey to allow it an administrative expense claim for its damages on account of Tribune's breach of the Agreement in the total amount of $1,313,449 plus costs, as permitted by Section 503(b)(1)(A) of the Bankruptcy Code. 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: Sprint Nextel Wants Schedules Amended to Add Contracts ------------------------------------------------------------------ Sprint Nextel seeks the Bankruptcy Court's authority to amend the Debtors' schedules of assets and liabilities pursuant to Rule 1009(a) of the Federal Rules of Bankruptcy Procedure. Sherry Ruggiero Fallon, Esq., at Tybout, Redfearn & Pell, in Wilmington, Delaware, counsel for Sprint Nextel, tells the Court that property of the Debtors' estates includes: (a) a PCS Site Agreement dated November 21, 1996, between Sprint Spectrum L.P. an affiliate of Sprint Nextel, and Channel 20, Inc., a Debtor. On March 31, 2006, Sprint Spectrum Realty Company LP, successor-in-interest to Sprint Spectrum LP and Channel 20, Inc. entered into a First Amendment to PCS Site Agreement. The Connecticut Contract is a lease which will expire in November of 2035; (b) a Lease Agreement dated April 5, 2001, between UbiquiTel Leasing Company and Sinclair Media II, Inc. A Sprint Nextel affiliate is the successor-in-interest to UbiquiTel Leasing Company, and Tribune Broadcast Holdings, Inc., a Debtor, is the successor-in-interest to Sinclair Media II, Inc. The Indiana Contract will expire in April of 2026. The Debtors filed their Schedules on April 13, 2009. The Contracts are not listed on the Debtors' Schedules. Subsequent amendments to the Debtors' Schedules have not corrected these omissions, according to Ms. Ruggiero. Ms. Ruggiero notes that approximately seven months ago, Sprint brought these omissions to the attention of the Debtors. Debtors' counsel investigated and determined that the Contracts were not scheduled, erroneously, he tells the Court. The Debtors' counsel then agreed and repeatedly confirmed, in e-mail communications to amend the appropriate Schedules to the list of Contracts, he adds. Ms. Ruggiero relates that more recently, however, the Debtors' counsel stated in an e-mail communication that the Debtors would not amend the Schedules and that the Contracts would "ride through" the Debtors' proposed plan of reorganization which provides for all executory contracts to be assumed unless specifically rejected. Ms. Ruggiero argues that this conclusion is inaccurate, as the Contracts are not listed on the Debtors' Schedules and so they are not part of the record in the bankruptcy cases to ride through. The Debtors' plan is subject to competing plans and it is important that the inventory of estate property and the Schedules be accurate, Ms. Ruggiero maintains. 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: WTC Insists on PHONES Claims Estimation --------------------------------------------------- Wilmington Trust Company, successor indenture trustee for the Exchangeable Subordinated Debentures due 2029 in the aggregate principal amount of $1.2 billion or the "PHONES", has asked the Court to determine (a) the amount of the PHONES claim; and (b) the proper classification of the PHONES claim in the proposed plans of reorganization in the bankruptcy case of Tribune Company and its debtor affiliates. Several parties-in-interest filed with the Court responses to the Motion. Among other parties, the Official Committee of Unsecured Creditors asks the Court to deny the Motion or, at most, allow the claims, consistent with the Court's order establishing, among other things procedures for solicitation and tabulation of votes, at $1. The Committee asserts that the request of Wilmington Trust for estimation has no merit. The Committee avers that those claims are properly classified under the Debtor/Committee/Lender Plan as Class 1E bondholder claims. The Committee maintains that the Debtor/Committee/Lender Plan establishes a logical and appropriate classification structure. Any question as to whether Wilmington Trust Company's fees incurred in its capacity as indenture trustee for the Exchangeable Subordinated Debentures 2029 are reasonable is an issue appropriate for another day, if anyone actually objects to this claim, counsel to Wilmington Trust, William D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, in Wilmington, Delaware -- bsullivan@sha-llc.com -- counters. However, there is no serious dispute as to whether these fees and expenses were incurred nor is there is a specific dispute as to whether the fees and expenses are reasonable, Mr. Sullivan points out. Most importantly, neither the Debtors nor the Official Committee of Unsecured Creditors actually contest that Wilmington Trust's Trustee Fees should be classified as a Class 1F Claim "Other Parent Claim," he stresses. Thus, the Debtors' request to delay any determination on the Motion for Temporary Allowance pending the expiration of the voting deadline is without merit, Mr. Sullivan contends. This is a blatant effort to disenfranchise creditors entitled to vote on an assumption that the applicable class will accept the Debtors/Committee/Lender Plan regardless of whether Wilmington Trust's Indenture Trustee Fees votes, he avers. In another filing, Deutsche Bank Trust Company Americas, in its capacity as the former indenture trustee, and Bank of Montreal Trust Company pursuant to which Tribune Company issued the Debentures, say they take no position on Wilmington Trust's Motion and file this response to clarify the record. Specifically, certain parties have stated that DBTCA improperly recorded PHONES Certificates that were the subject of an Exchange Request. For the record, DBTCA did not cancel any of the Phones Certificates until after the Exchange Requests had been fully processed, Katharine L. Mayer, Esq., at McCarter & English, LLP, in Wilmington, Delaware, relates. The incorrect references in the responses suggest otherwise and seem to conflate a cancellation with the reductions in outstanding certificates that took place as a result of the holder initiating an Exchange Request, she further notes. Gordon Z. Novod, Esq., at Brown Rudnick LLP, attorney for Wilmington Trust, filed with the Court a declaration in support of Wilmington Trust's Estimation Motion. The Official Committee of Unsecured Creditors filed with the Court, on January 14, 2011, a joinder to the Debtors' response as to Wilmington Trust Company's Estimation Motion. Deutsche Bank Responds Deutsche Bank Trust Company Americas, in its capacity as the former indenture trustee for the indenture dated as of April 1, 1999 by and between Tribune Company and Bank of Montreal Trust Company, tells the Court that it takes no position on the Motion and submits the response because a number of parties have incorrectly suggested that DBTCA improperly "canceled" certain PHONES that had been tendered for exchange. These statements are incorrect and DBTCA filed this response to clarify the record. For the record, it should be noted that DBTCA did not cancel any of the PHONES Certificates until after the Exchange Requests had been fully processed. The incorrect references in the Responses suggest otherwise and seem to conflate a "cancellation" with the reductions in outstanding certificates that took place as a result of the holder initiating an Exchange Request. * * * Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure, the Court temporarily allowed Wilmington Trust's claim for Indenture Trustee Fees for $14.16 million only for purposes of voting on the Debtor/Committee/Lender Plan as a Class 1F Other Parent Claim without the requirement to provide additional supportive documentation by and that set forth in the declaration of Gordon Z. Novod, dated January 21, 2011; provided, however, that if the votes of the Class 1F Claims to accept the Debtor/Committee/Lender Plan are challenged in sufficient number or amount that the temporary allowance of the Indenture Trustee Fees for voting purposes may result in Class 1F not accepting the Debtor/Committee/Lender Plan, the Debtor/Committee/Lender Plan proponents will have the right to object to the amount of Wilmington Trust's Indenture Trustee Fees for voting purposes on the basis that the amount is not reasonable, including, without limitation, on the basis that Wilmington Trust has submitted insufficient supportive documentation. Wilmington Trust's claim are temporarily allowed for purposes of voting on the Bridge Plan as Class 1G General unsecured claim for $14.16 million. 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) TRONOX INC: Unit Files Adversary Complaint Against RTI Hamilton --------------------------------------------------------------- Bankruptcy Law360 reports that a subsidiary of Tronox Inc. has accused RTI Hamilton Inc. of unfairly trying to wriggle out of contracts to buy chemicals and build a $300 million titanium sponge production facility. Law360 relates that an adversary complaint filed by Tronox LLC on Friday in the U.S. Bankruptcy Court for the Southern District of New York alleges RTIH failed to make certain payments. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. On November 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated November 5, 2010. Under the Plan, Tronox will reorganize around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. TROPICANA ENT: Adamar of NJ Wants Bar Date Order Enforced --------------------------------------------------------- Pursuant to Section 501 of the Bankruptcy Code and Rules 3003(c)(2) and (3) of the Federal Rules of Bankruptcy Procedure, Adamar of NJ In Liquidation, LLC, formerly known as Adamar of New Jersey, Inc., and Manchester Mall, Inc., ask the U.S. Bankruptcy Court for the District of New Jersey to enforce the May 27, 2009 Bar Date Order. Among other things, the Bar Date Order set July 17, 2009, as the last date for creditors, other than governmental units, to file prepetition claims against the NJ Debtors. On May 29, 2009, the NJ Debtors' noticing, claims and balloting agent, Kurtzman Carson Consultants LLC, gave notice of the Bar Date to all entities known or reasonably ascertainable as potential holders of claims against the NJ Debtors. Moreover, on June 4, 2009, the NJ Debtors published the Bar Date Notice in The Press of Atlantic City, The Courier Post, The Newark Star Ledger, and The Philadelphia Inquirer in accordance with the Bar Date Order. Counsel to the NJ Debtors, Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, notes that there are certain known creditors that received the Bar Date Notice, but failed to file a proof of claim on or before the Bar Date. A list of these Estopped Creditors is available at no charge at: http://bankrupt.com/misc/TropiA_EstoppedParties012511.pdf The Estopped Creditors are plaintiffs in lawsuits in state or federal courts, or current or former employees in workers' compensation cases filed against the NJ Debtors before the Petition Date. These lawsuits were stayed pursuant to Section 362(a) of the Bankruptcy Code, Ms. Volkov relates. During the pendency of these cases, certain prepetition personal injury litigants attempted to continue prosecuting their lawsuits against the Debtors notwithstanding the automatic stay. These lawsuits have not been withdrawn despite the fact that the plaintiffs received notice of the Bar Date and failed to file a proof of claim, Ms. Volkov says. In addition, the NJ Debtors were forced to defend those efforts at continued prosecution on grounds that include the notion that no proof of claim was filed. These grounds were met with resistance from plaintiffs. As a result, the NJ Debtors believe that the prepetition personal injury litigants might seek to continue prosecution of the lawsuits against them after these bankruptcy cases are closed in violation of the Federal Rules of Bankruptcy Procedure and the Bar Date Order, Ms. Volkov tells Judge Wizmur. The NJ Debtors also believe that some current or former employees might seek to continue prosecution of their workers' compensation cases after the bankruptcy cases are closed, Ms. Volkov adds. The Estopped Creditors should be barred from pursuing any and all prepetition claims against the NJ Debtors in accordance with Bankruptcy Rule 3003(c)(3) and the Bar Date Order, which provides that "creditors who failed to file a proof of claim against the [NJ] Debtors, but were required to do so, could not participate in any distribution in the [NJ] Debtors' Chapter 11 cases on account of such claim and were barred from asserting such claim," Ms. Volkov asserts. She maintains that the Estopped Creditors were afforded adequate notice of the Bar Date. If the lawsuits or claims are not dismissed promptly, the claimants might erroneously seek to pursue their prepetition claims against the NJ Debtors after these cases are closed. If that occurs, the NJ Debtors will not have the resources to defend those collection efforts and adverse relief might be entered against them in violation of the Bar Date order and the Bankruptcy Rules, Ms. Volkov cautions. To avoid this, the Court should exercise its broad equitable powers under Section 105(a) of the Bankruptcy Code and require the Estopped Creditors to dismiss their claims against the NJ Debtors within 30 days after entry of an order granting the NJ Debtors' current motion, she emphasizes. A hearing on the matter is set for February 15, 2011. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: Court Denies Dismissal of Suit vs. W. Yung --------------------------------------------------------- In a ruling dated January 12, 2011, Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware denied the Motion to Dismiss filed by Defendants William J. Yung, III, Wimar Tahoe Corporation, formerly known as Tropicana Casino and Resorts, Inc., Columbia Sussex Corporation, Joe Yung, 1994 William J. Yung Family Trust, CSC Holdings, LLC, JMBS Casino Trust, and Casuarina Cayman Holdings, LLC. The Defendants sought to dismiss the Complaint initiated against them for failure to state a claim pursuant to Rules 7008 and 7012 of the Federal Rules of Bankruptcy Procedure, and Rules 8(a)(2) and 12(b)(6) of the Federal Rules of Civil Procedure. To recall, Lightsway Litigation Services, LLC, solely in its capacity as trustee of the Tropicana Litigation Trust established in the Chapter 11 cases of the Delaware Tropicana Debtors and the New Jersey Debtors, commenced a complaint in the U.S. Bankruptcy Court for the District of Delaware on February 17, 2010, charging the Defendants with misconduct, breach of fiduciary obligation, breach of contract, and aiding and abetting. Lightsway filed the Complaint on behalf of the Debtors and pursuant to the Litigation Trust established under the Debtors' confirmed Chapter 11 Plans. Judge Carey directs Lightsway to file an amended Complaint. Pursuant to the amended scheduling order entered on January 19, 2011, Lightsway is given until this week to file an Amended Complaint. The Defendants will have until February 25, 2011, to answer or otherwise respond to the Amended Complaint. The Court further notifies parties-in-interest that a status conference in the Adversary Proceeding will be held on February 2, 2011. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: LandCo Debtors Submit Post-Conf. Reports for Q4 -------------------------------------------------------------- Marie Ramsey, vice president of finance of reorganized Tropicana entities known as the LandCo Debtors, submitted separate post- confirmation quarterly summary reports of the LandCo Debtors for the reporting period from October 1, 2010, to December 31, 2010: Beginning Ending LandCo Debtor Cash Balance Cash Balance ------------- ------------ ------------ Adamar of Nevada Corporation $0 $0 Hotel Ramada of Nevada Corporation 0 0 Tropicana Development Company LLC 0 0 Tropicana Enterprises 0 0 Tropicana Las Vegas Holdings, LLC 0 0 Tropicana Las Vegas Resort and Casino, LLC 0 0 Tropicana Real Estate Company, LLC 0 0 The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5, 2009, and was subsequently declared effective on July 1, 2009. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUTH FOR LIVING: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Truth For Living Ministries, Inc. a Florida non-profit corporation 159 Clark Road Jacksonville, FL 32218 Bankruptcy Case No.: 11-00543 Chapter 11 Petition Date: January 28, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn Debtor's Counsel: Brett A. Mearkle, Esq. LAW OFFICE OF BRETT A. MEARKLE 8777 San Jose Boulevard, Suite 801 Jacksonville, FL 32217 Tel: (904) 352-1342 Fax: (904) 352-1814 E-mail: mearklecourtmail@gmail.com Scheduled Assets: $2,688,500 Scheduled Debts: $2,358,774 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-00543.pdf The petition was signed by Dr. Leonard D. Love, senior pastor/president. TUSCANY ENERGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Tuscany Energy, LLC c/o Donald C. Sider & Assoc. 6751 N Federal Highway #200 Boca Raton, FL 33487 Bankruptcy Case No.: 11-12349 Chapter 11 Petition Date: January 28, 2011 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Bradley S. Shraiberg, Esq. SHRAIBERG, FERRARA, & LANDAU P.A. 2385 NW Executive Center Dr. #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 E-mail: bshraiberg@sfl-pa.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-12349.pdf The petition was signed by Donald C. Sider, manager. TWCC HOLDING: S&P Assigns 'BB-' to $1.72-Bil. Credit Facilities --------------------------------------------------------------- Standard & Poor's Ratings Services assigned Atlanta, Ga.-based cable channel company TWCC Holding Corp.'s proposed $1.72 billion credit facilities its issue-level rating of 'BB-' (one notch higher than the 'B+' corporate credit rating on the company) with a recovery rating of '2', indicating S&P's expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default. The facilities consist of a $1.6 billion term loan due 2017 and a revolving credit facility of up to $120 million, which includes a nonextended class due 2014 and an extended class due 2016. The company plans to use the proceeds of the proposed term loan to refinance its existing term loan and to redeem its senior subordinated notes, which S&P does not rate. At the same time, S&P affirmed its 'B+' corporate credit rating on the company and revised its rating outlook to positive from stable. The positive outlook reflects S&P's expectation that TWCC's financial performance and credit metrics could improve enough over the next year so that the company will be able to lower its lease-adjusted leverage to below 5.5x through EBITDA growth and debt reduction. Standard & Poor's Ratings Services' 'B+' corporate credit rating on Atlanta, Ga.-based cable channel company TWCC Holding Corp. reflects the company's business concentration and its high debt leverage since its September 2008 leveraged buyout. The company has a good EBITDA margin and a solid position in 24-hour local weather reporting on TV and through interactive and mobile media, but its heavy debt burden limits rating upside, in S&P's view. S&P regard TWCC's business risk profile as fair because of its very narrowly based business, competition with other weather information providers, and commodity-like content. S&P regard the company's financial risk profile as aggressive, based on its high debt leverage. Owner of the Weather Channel, TWCC is the category leader in providing weather information on TV, the Internet, and mobile devices. The Weather Channel reaches about 100 million cable and satellite TV households, signifying close to full U.S. distribution. The company's weather.com Web site, a top-20 site by traffic, is accessible by both computer and mobile phone. Based on its subscriber penetration and profitability, S&P views the company as having a good brand franchise. UCI INTERNATIONAL: Files Form 15 for Floating Rate Notes -------------------------------------------------------- On January 26, 2011, UCI International, Inc. filed a notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934 or suspension of duty to file reports under Sections 13 and 15 of the Securities Exchange Act of 1934 under Form 15 in connection with its Floating Rate Senior PIK Notes due 2013. UCI said that approximate number of holders of record as of the certification or notice date is now less than 300. About UCI International UCI, headquartered in Evansville, Indiana, is one of the larger and more diversified companies primarily servicing the vehicle aftermarket. The company supplies a broad range of filtration products, fuel delivery systems, cooling systems, and vehicle electronics products. While approximately 88% of revenues are automotive related, UCI also services customers within the trucking, marine, mining, construction, agricultural, and industrial vehicle markets. Annual revenues in 2009 were approximately $885 million. UCI is a portfolio company of The Carlyle Group. The Company's balance sheet at Sept. 30, 2010, showed $1.141 billion in total assets, $1.110 billion in total liabilities, and $30.16 million in stockholders' equity. Moody's Investors Service in October 2010 raised the ratings of UCI International -- Corporate Family and Probability of Default - - to 'B2' from 'Caa1'. Moody's affirmed the ratings in January 2011. Moody's said the affirmation of B2 UCI's Corporate Family Rating incorporates the modest debt reduction expected upon the consummation of the company's acquisition by an affiliate of the Rank Group. The stable rating outlook reflects the company's improved profitability over recent quarters due to the effects of cost reduction initiatives, a stabilizing business environment, and adequate liquidity profile. UNIGENE LABORATORIES: Victory Park Owns 9.15MM Common Shares ------------------------------------------------------------ In a Form 3 filing with the Securities and Exchange Commission on January 26, 2011, Victory Park Capital Advisors, LLC, classified as 10% owner, disclosed that it beneficially owns 9,147,464 shares of common stock of Unigene Laboratories Inc. All of the reported shares of Common Stock are beneficially owned directly by Credit Opportunities and indirectly by (i) Capital Advisors, as the investment manager for Credit Opportunities, (ii) Jacob Capital, as the manager of Capital Advisors, and (iii) Richard Levy, as the sole member of Jacob Capital. Victory Park also reported derivative ownership of Senior Secured Convertible Notes. The Credit Opportunities Note is in an aggregate principal amount of $21,046,606. The Credit Opportunities Note is convertible, at the holder's option, into shares of Common Stock upon the earliest of (i) March 17, 2011 and (ii) the occurrence of any of certain events set forth in the Credit Opportunities Note, including the Company' delivery of a redemption notice with respect to the Credit Opportunities Note, certain fundamental transactions involving the Company or an event of default under the Credit Opportunities Note. The maturity date of the Credit Opportunities Note is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of the Credit Opportunities Note becomes due and payable pursuant to the terms of the Credit Opportunities Note. The Credit Opportunities Note provides for interest to be paid in kind at a rate per annum equal to the greater of (i) the Prime Rate plus 5% and (ii) 15%, which interest, in the absence of an Event of Default, may be capitalized and added to the outstanding principal balance of the Credit Opportunities Note on March 17, 2011 and on each anniversary of such date. The conversion rate, which is subject to adjustment as set forth in the Credit Opportunities Note, is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.70 per share. On March 17, 2011, assuming that the accrued interest payable on such date to Credit Opportunities under the Credit Opportunities Note is capitalized and added to the outstanding principal balance of the Credit Opportunities Note, the total number of shares of Common Stock issuable to Credit Opportunities upon conversion of the Credit Opportunities Note will be 34,639,206 shares. The Credit Opportunities Note is beneficially owned directly by Credit Opportunities and indirectly by (i) Capital Advisors as the investment manager for Credit Opportunities, (ii) Jacob Capital, as the manager of Capital Advisors, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Capital Advisors, Jacob Capital and Mr. Levy disclaims beneficial ownership of the Credit Opportunities Note except to the extent of its or his pecuniary interest therein. The VPC Fund Note is in an aggregate principal amount of $11,953,393. The VPC Fund Note is convertible, at the holder's option, into shares of Common Stock upon the earliest of (i) March 17, 2011 and (ii) the occurrence of any of certain events set forth in the VPC Fund Note, including the Company's delivery of a redemption notice with respect to the VPC Fund Note, certain fundamental transactions involving the Company or an event of default under the VPC Fund Note. The maturity date of the VPC Fund Note is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of the VPC Fund Note becomes due and payable pursuant to the terms of the VPC Fund Note. The VPC Fund Note provides for interest to be paid in kind at a rate per annum equal to the greater of (i) the Prime Rate plus 5% and (ii) 15%, which interest, in the absence of an Event of Default, may be capitalized and added to the outstanding principal balance of the VPC Fund Note on March 17, 2011 and on each anniversary of such date. The conversion rate, which is subject to adjustment as set forth in the VPC Fund Note, is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.70 per share. On March 17, 2011, assuming that the accrued interest payable on such date to VPC Fund under the VPC Fund Note is capitalized and added to the outstanding principal balance of the VPC Fund Note, the total number of shares of Common Stock issuable to VPC Fund upon conversion of the VPC Fund Note will be 19,673,294 shares. The VPC Fund Note is beneficially owned directly by VPC Fund and indirectly by (i) Victory Park GP, as the general partner of VPC Fund, (ii) Jacob Capital, as the sole member and manager of Victory Park GP, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Victory Park GP, Jacob Capital and Mr. Levy disclaims beneficial ownership of the VPC Fund Note except to the extent of its or his pecuniary interest therein. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. The Company's balance sheet at Sept. 30, 2010, showed $25.66 million in total assets, $62.50 million in total liabilities, and a stockholders' deficit of $36.83 million. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNIGENE LABORATORIES: Jacob Capital Discloses 43.3% Equity Stake ---------------------------------------------------------------- In a Schedule 13D filing with the Securities and Exchange Commission on January 26, 2011, Jacob Capital, LLC, disclosed that it beneficially owns 63,459,964 shares of common stock of Unigene Laboratories, Inc. representing 43.3% of the shares outstanding, based on 92,325,597 outstanding shares of the Common Stock of the company on October 29, 2010, as reported in the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission on November 9, 2010. Other affiliates of Victory Park also disclosed beneficial ownership of shares of the Company: Shares Equity Beneficially Owned Stake ------------------ ------ Victory Park Credit Opportunities Master Fund, Ltd., 43,786,670 34.5% VPC Fund II, L.P. 19,673,294 17.6% Victory Park GP II, LLC 19,673,294 17.6% Victory Park Capital Advisors, LLC 43,786,670 34.5% Richard Levy 63,459,964 43.3% As disclosed in the original filing, the original Convertible Note, in the principal amount of $33,000,000, was issued by the Company to the Credit Opportunities Fund on March 17, 2010. As disclosed in Amendment No. 1, effective as of July 28, 2010, the Credit Opportunities Fund and VPC Fund II, L.P. entered into an Assignment and Assumption Agreement pursuant to which the Credit Opportunities Fund sold and assigned to the VPC Fund a portion of the original Convertible Note equal to $7,103,393 in principal amount, plus $396,606 in payment-in-kind interest accrued thereon through the date of the July Convertible Note Transfer Agreement, for a total purchase price of $7,500,000 in cash. Subsequent to the filing of Amendment No. 1, effective as of December 22, 2010, the Credit Opportunities Fund and the VPC Fund entered into an Assignment and Assumption Agreement pursuant to which the Credit Opportunities Fund sold and assigned to the VPC Fund an additional portion of the original Convertible Note equal to $4,850,000 in principal amount, plus $565,833 in payment-in- kind interest accrued thereon through the date of the December Convertible Note Transfer Agreement, for a total purchase price of $5,999,311 in cash. The aggregate portion of the original Convertible Note equal to $11,953,393 in principal amount sold and assigned to the VPC Fund prior to the date hereof pursuant to the July Convertible Note Transfer Agreement and the December Convertible Note Transfer Agreement is referred to in this Schedule 13D as the "VPC Fund Note" and the portion of the original Convertible Note equal to $21,046,606 in principal amount retained by the Credit Opportunities Fund is referred to in this Schedule 13D as the "Credit Opportunities Note." The VPC Fund Note and the Credit Opportunities Note are collectively referred to in this Schedule 13D as the "Convertible Notes." The Amendment is being filed to report, among other things: (i) the December Convertible Note Transfer; and (ii) that because (A) the Credit Opportunities Note will become convertible by the Credit Opportunities Fund into 34,639,206 shares of Common Stock on March 17, 2011, and (B) the VPC Fund Note will become convertible by the VPC Fund into 19,673,294 shares of Common Stock on March 17, 2011, (x) the beneficial ownership of shares of Common Stock by each of the Credit Opportunities Fund, Capital Advisors, as the investment manager of the Credit Opportunities Fund, Jacob Capital, as the manager of Capital Advisors, and Richard Levy, as the sole member of Jacob Capital, has increased substantially as of January 16, 2011, and (y) each of the VPC Fund and Victory Park GP II, LLC, a Delaware limited liability company, as the general partner of the VPC Fund, became the beneficial owner of greater than 5% of the outstanding shares of Common Stock as of January 16, 2011. As of January 25, 2011, (a) the Credit Opportunities Fund is the holder of 9,147,464 shares of Common Stock and 34,639,206 shares of Common Stock issuable to the Credit Opportunities Fund upon conversion of the Credit Opportunities Note on March 17, 2011, and (b) the VPC Fund is the holder of 19,673,294 shares of Common Stock issuable to the VPC Fund upon conversion of the VPC Fund Note on March 17, 2011. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. The Company's balance sheet at Sept. 30, 2010, showed $25.66 million in total assets, $62.50 million in total liabilities, and a stockholders' deficit of $36.83 million. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNITED CONTINENTAL: Reports $325 Mil. Net Loss in Fourth Quarter ---------------------------------------------------------------- United Continental Holdings, Inc. (NYSE: UAL) announced fourth- quarter and pro forma full-year 2010 financial results. UAL results for the fourth quarter include the financial results of its two operating subsidiaries, United Air Lines, Inc., and Continental Airlines Inc. Prior to the merger on Oct. 1, 2010, United Continental results only included the financial results of United Airlines. Pro forma results that consolidate the financial results for Continental for periods prior to Oct. 1, 2010, are included for meaningful year-over-year comparisons. * United Continental reported fourth-quarter 2010 net income of $160 million or $0.44 diluted earnings per share excluding $485 million of special items consisting primarily of merger-related costs and other special charges, an improvement of $347 million compared to the pro forma results year-over-year. On a GAAP basis, United Continental reported fourth-quarter net loss of $325 million or $1.01 diluted loss per share. * United Continental reported pro forma full-year 2010 net income of $1.6 billion excluding $765 million of special items, resulting in a net margin of 4.8 percent. On a GAAP basis, United Continental reported full-year 2010 net income of $253 million. * United Continental consolidated passenger revenue increased 15.8 percent in the fourth quarter of 2010 compared to the pro forma results for the same period in 2009. Fourth-quarter 2010 consolidated passenger revenue per available seat mile (PRASM) increased 11.5 percent compared to the pro forma results year-over-year. * United Continental ended the year with $8.7 billion in unrestricted cash, cash equivalents and short-term investments. * Employees of the combined company earned $224 million in profit sharing for full-year 2010. "Thanks to the hard work of my co-workers, we made a fourth- quarter profit, excluding special items, in a typically weak quarter," said Jeff Smisek, UAL's president and chief executive officer. "While making significant progress integrating United and Continental, we never lost focus on running a good operation. We made a solid profit for the year, and we look forward to distributing $224 million in profit sharing to our co-workers on Valentine's Day." Fourth-Quarter Revenue and Capacity For the fourth quarter of 2010, United Continental's total revenue was $8.4 billion, an increase of 15.0 percent compared to the pro forma results for the same period in 2009. Consolidated passenger revenue for the fourth quarter rose 15.8 percent, or $1.0 billion, compared to the pro forma results for the same period in 2009. Consolidated revenue passenger miles (RPMs) for the fourth quarter of 2010 increased 4.0 percent on a pro forma basis, while capacity (as measured by available seat miles or ASMs) increased 3.8 percent year-over-year on a pro forma basis, resulting in a fourth-quarter consolidated load factor of 82.0 percent. Consolidated yield for the fourth quarter of 2010 increased 11.3 percent year-over-year on a pro forma basis. Fourth-quarter 2010 consolidated PRASM increased 11.5 percent compared to the pro forma results for the same period of 2009. Mainline RPMs in the fourth quarter of 2010 increased 3.5 percent on a mainline capacity increase of 3.4 percent year-over-year on a pro forma basis, resulting in a fourth-quarter mainline load factor of 82.7 percent. Mainline yield for the fourth quarter of 2010 increased 12.4 percent over the pro forma results for the same period in 2009. Fourth-quarter 2010 mainline PRASM increased 12.5 percent year-over-year on a pro forma basis. "The great service our co-workers delivered to our customers resulted in strong fourth-quarter revenue performance," said Jim Compton, United Continental's executive vice president and chief revenue officer. "With our focus on the customer, operational performance and capacity discipline, we look forward to improving our revenue performance as we integrate the two networks." Passenger revenue for the fourth quarter of 2010 and period-to- period comparisons of related pro forma statistics for UAL's mainline and regional operations are as follows: 4Q2010 Passenger Passenger RASM % Yield ASM % Revenue Revenue % vs. 4Q vs. 4Q vs. 3Q Geographic Area (millions) vs. 4Q 2009 2009 2009 2009 --------------- ---------- ----------- ------- ------ ------ Domestic $ 3,005 9.3% 9.4% 8.9% (0.1%) Atlantic 1,293 17.0% 8.0% 11.7% 8.3% Pacific 1,093 33.8% 26.4% 20.8% 5.9% Latin America 548 26.0% 15.7% 18.2% 8.9% --------------- ---------- ----------- ------- ------ ------ International $2,934 24.5% 15.8% 16.0% 7.5% Mainline $5,939 16.3% 12.5% 12.4% 3.4% Regional 1,471 13.9% 6.7% 5.5% 6.8% --------------- ---------- ----------- ------- ------ ------ Consolidated $7,410 15.8% 11.5% 11.3% 3.8% Cargo revenue in the fourth quarter of 2010 increased 13.6 percent, or $37 million, year-over-year on a pro forma basis driven by an increase in fuel surcharges and strength in yields. Other revenue in the fourth quarter of 2010 increased 8.0 percent, or $53 million, year-over-year on a pro forma basis driven by continued growth in ancillary revenue. Fourth-Quarter Costs Total consolidated expenses for the fourth quarter of 2010, excluding special items, increased $740 million or 10.2 percent compared to the pro forma results for the fourth quarter of 2009, of which $438 million was due to higher fuel costs. Fourth- quarter 2010 consolidated expenses, excluding fuel, profit-sharing programs and special items, increased $317 million or 6.0 percent year-over-year on a pro forma basis on 3.8 percent higher capacity. Total consolidated expenses increased $1.1 billion or 15.0 percent compared to the pro forma results for the fourth quarter of 2009. Consolidated costs per available seat mile (CASM), excluding special items, increased 6.1 percent and mainline CASM, excluding special items, increased 6.3 percent in the fourth quarter of 2010 compared to the pro forma results for the same period last year. Fourth-quarter 2010 consolidated and mainline CASM increased 10.9 and 12.3 percent year-over-year on a pro forma basis, respectively. On a pro forma basis, consolidated fuel prices, excluding the impact of hedges, for the fourth quarter of 2010 increased 17.6 percent compared to the fourth quarter of 2009, while consolidated fuel consumption increased 3.3 percent year-over-year on a pro forma basis. In the fourth quarter, consolidated CASM excluding special items and holding fuel rate and profit sharing constant increased 1.0 percent and mainline CASM excluding special items and holding fuel rate and profit sharing constant increased 1.1 percent compared to the pro forma results for the same period of 2009. Fourth quarter 2010 includes $130 million of expense related to the execution of the trans-Atlantic joint venture for the first nine months of 2010. "Our fourth-quarter results demonstrate the great job our entire team did operating efficiently and controlling costs despite numerous challenges throughout the quarter," said Zane Rowe, United Continental's executive vice president and chief financial officer. "We remain focused on achieving our goal of sustained profitability and this quarter's results are another step in the right direction." Fourth-Quarter Liquidity United Continental ended the year with $8.7 billion in unrestricted cash, cash equivalents and short-term investments. During the fourth quarter, the company generated approximately $106 million of operating cash flow, made scheduled debt and net capital lease payments of $527 million and had gross capital expenditures of $257 million. In October 2010, Continental issued $427 million of enhanced equipment trust certificates securities at a blended annual interest rate of 4.88 percent. During the quarter, $175 million of Continental convertible debt was converted into UAL equity. In addition, the company pre-paid $148 million of debt in January of 2011. Merger Integration Since closing the merger on Oct. 1, 2010, United and Continental continued to make significant progress integrating the two carriers. The company has already repainted more than 200 aircraft in the new United livery, selected key technology platforms and begun the process of integrating information technology systems, and continued to co-locate check-in and ticket counter facilities to streamline operations that began when Continental joined Star Alliance in 2009. The carriers are now co-located at 22 airports, including the company's hubs at Chicago, Denver, Houston, Narita and New York/Newark Liberty. The carriers also made strides to align several employee programs, announcing new on-time incentive and perfect attendance programs. Notable 2010 Accomplishments * On Oct. 1, 2010, a wholly owned subsidiary of United Continental Holdings, Inc. merged with Continental, creating a world-class global airline. * Based on preliminary numbers, United Continental anticipates that its carriers will lead their network peers in on time performance for domestic scheduled flights. For the calendar year 2010, United recorded an on-time arrival rate (flights arriving within 14 minutes of scheduled arrival time) as measured by the U.S. Department of Transportation (DOT) for U.S. domestic scheduled flights of 85.2 percent and a systemwide mainline segment completion factor of 98.5 percent. Continental recorded an on-time arrival rate as measured by DOT of 81.4 percent for U.S. domestic scheduled flights and a systemwide mainline segment completion factor of 99.0 percent for the year. * United expanded its worldwide network by launching service to Africa with daily nonstop flights between Washington Dulles and Accra, Ghana, with continuing service to Lagos, Nigeria. Continental inaugurated service between New York/Newark and Munich and between Orange County and Hawaii, and announced new flights to Auckland, New Zealand and Lagos, Nigeria, from its Houston hub and service between New York/Newark and Cairo, Egypt. * The airlines continued to reconfigure their international aircraft with new lie-flat seats in first and business class. United has now reconfigured 53 of 91 aircraft (21 767s, eight 777s and 24 747s) in its international widebody fleet. Continental installed new BusinessFirst seats on its Boeing 777 and 757 aircraft, with 56 of 63 international aircraft (22 777s and 34 757s) now complete. Continental also continued its DIRECTV(R) installation, with the service now offered on 165 narrowbody aircraft. * The company bolstered its industry leading aircraft order book. United executed definitive agreements with Airbus for 25 Airbus A350 XWBs and with Boeing for 25 Boeing 787s. Continental placed into service 13 new fuel- efficient Boeing aircraft, leased three used Boeing 757- 300s and removed from service three older, less efficient Boeing 737-300s. * The airlines introduced new products that offer travelers the option of customizing their travel experience with services they value, including Continental's extra legroom seating and FareLock and United's premium meal offerings on certain flights. * Continental concluded agreements on four new labor contracts including two with the International Brotherhood of Teamsters representing Continental's aircraft maintenance technicians and fleet service employees and two with the Transport Workers Union representing Continental's dispatchers and simulator engineers. In addition, in January 2011, the company reached a tentative agreement with the International Association of Machinists representing Continental's flight attendants. * Employees of the combined company earned cash incentive payments for operational performance totaling $67 million during 2010. * United demonstrated continued commitment to the advancement of alternative fuels by completing the first flight by a U.S. commercial airline using natural gas synthetic jet fuel, and became the first airline to conduct two trans-Atlantic flights using state-of-the-art flight planning to demonstrate the potential for fuel savings and carbon emission reductions. The statements of consolidated operations for the three months ended December 31, 2010 for United Continental and Continental and United Continental's standalone results each reflect a net loss of $325 million. United Continental Holdings, Inc. and Subsidiaries Unaudited Statement of Consolidated Operations Three Months Ended December 31, 2010 (In Millions) Operating revenues: Passenger - Mainline $5,939 Passenger - Regional Affiliates 1,471 ------------- Total passenger revenue 7,410 Cargo 310 Other operating revenues 713 ------------- Total Operating Revenues 8,433 Operating expenses: Aircraft fuel 2,459 Salaries and related costs 1,822 Regional capacity purchase 602 Landing fees and other rentals 511 Depreciation and amortization 403 Aircraft maintenance materials and outside repairs 386 Distribution costs 338 Aircraft rentals 256 Merger-related costs and special charges 482 Other 1,256 ------------- Total Operating Expenses 8,515 Operating Income (Loss) (82) Nonoperating Income (Expense) Interest expense (258) Interest capitalized 8 Interest income 7 Miscellaneous, net - ------------- (243) Income (Loss) before income taxes and equity in earnings of affiliates (325) Income tax expense (benefit) 1 ------------- Income (Loss) before equity in earnings of affiliates (326) Equity in earnings of affiliates, net of tax 1 ------------- NET LOSS ($325) ============= United Continental Holdings, Inc. and Subsidiaries Unaudited Statement of Consolidated Operations Year Ended December 31, 2010 (In Millions) Operating revenues: Passenger - Mainline $16,069 Passenger - Regional Affiliates 4,229 ------------- Total passenger revenue 20,298 Cargo 832 Other operating revenues 2,099 ------------- Total Operating Revenues 23,229 Operating expenses: Aircraft fuel 6,687 Salaries and related costs 5,002 Regional capacity purchase 1,812 Landing fees and other rentals 1,307 Depreciation and amortization 1,079 Aircraft maintenance materials and outside repairs 1,115 Distribution costs 912 Aircraft rentals 500 Merger-related costs and special charges 669 Other 3,170 ------------- Total Operating Expenses 22,253 Operating Income (Loss) 976 Nonoperating Income (Expense) Interest expense (798) Interest capitalized 15 Interest income 15 Miscellaneous, net 42 ------------- (726) Income (Loss) before income taxes and equity in earnings of affiliates 250 Income tax expense (benefit) - ------------- Income (Loss) before equity in earnings of affiliates 250 Equity in earnings of affiliates, net of tax 3 ------------- NET INCOME $253 ============= Special Charges for Fourth Quarter Results Before its release of earnings for the fourth quarter and full year ended December 31, 2010, United Continental announced on January 19, 2011, special charges for the fourth quarter and full year of 2010, and quarterly pro forma passenger revenue and operating statistics for the first quarter 2009 through the third quarter of 2010. United Continental disclosed it expects to record special charges of $471 million during the fourth quarter and $658 million for the full year 2010: (In millions) Three Months Full Year Ended Ended 12/31/10 12/31/10 ------------ ------------ Merger-related costs $493 $565 Aircraft and aircraft-related impairments 24 136 Intangible asset impairment, net of tax benefit 18 18 ------------ ------------ Total impairments 42 154 Deferred tax liability adjustment (64) (64) Other - 3 ------------ ------------ Total $471 $658 ============ ============ Merger-related costs: Merger-related costs consist of expenses related to the merger and integration of United Airlines and Continental Airlines and include severance charges related to change in control payments and headcount reductions, contract termination costs and integration consulting costs. Merger- related costs also include legal and advisory fees and financial advisor fees. Intangible asset impairment, net of tax benefit: During the fourth quarter of 2010, the U.S. and Brazilian governments reached an open skies aviation agreement that removes the restriction on the number of flights into Sao Paulo by October 2015. As a result of these changes, the company recorded an $18 million (net of $11 million income tax benefit) non-cash charge to write-down its indefinite-lived route asset in Brazil. Aircraft and aircraft-related impairments: The company recorded impairment charges on non-operating Boeing 737 and 747 aircraft to reflect the estimated fair value of these aircraft. Deferred tax liability adjustment: In 2010, the company determined that it overstated its deferred tax liabilities by $64 million when it applied fresh start accounting upon its exit from bankruptcy in 2006. The correction of this overstatement should have impacted earnings during 2008 when the company fully impaired its goodwill. The adjustment to correct deferred taxes is non-cash. Prior periods were not restated as the company does not believe the correction is material to the current period or any prior period. Prior to the merger close on Oct. 1, 2010, Continental Airlines recorded special charges and merger-related costs of $47 million for the nine months ended Sept. 30, 2010. These costs include aircraft-related charges, severance costs and various merger and integration costs. These costs will not be included in the consolidated results of United Continental Holdings, Inc. and are not reflected in the table above. United Continental also prepared final historical pro-forma combined passenger revenue, capacity and traffic results from the first quarter 2009 through the third quarter 2010, which include the impact of unaudited purchase accounting adjustments described in a November 22, 2010 Investor Update, available for free at: http://ResearchArchives.com/t/s?7259 * * * United Continental jumped $1.70 or 7.1% to $25.79 at 4 p.m. on January 26, 2011, in New York Stock Exchange composite trading, the biggest increase recorded since October 20, 2010, Mary Jane Credeur and Mary Schlangenstein of Bloomberg News reported. Bloomberg further noted that the $485 million-adjusted profit exceeded a 24-cent average projected by 14 analysts in a Bloomberg survey. United Continental's revenue of $8.43 billion topped analysts' forecasts, Bloomberg said. In another article, Irene Park of Medill Reports noted that United Continental's earnings for the relevant period were well below Wall Street's estimate as compiled by Zacks Investment Research Inc. of 22 cents per share. The report, however, pointed out that fourth quarter income excluding merger costs was $160 million or 44 cents per diluted share. According to Medill Reports, United Continental President and Chief Executive Officer Jeffrey Smisek stated that the fourth quarter was affected by flight cancellations on peak travel days brought by severe snowstorms, resulting to a $10 million loss. An earlier report by Ventura County Star noted that the storms sliced $25 million from passenger revenue of the company, the report said. "Our financial results today are very solid steps as we work together to build the new United," Mr. Smisek said at an earnings conference all held on January 26, 2011. Mr. Smisek further noted that the company remains focused on its operations and service and competing for its customers' business every single day. A separate report by Susan Carey of The Wall Street Journal notes that the results posted by United Continental and US Airways, which released its earnings at the same time with United Continental, underscored profit resurgence by the airline industry despite higher fuel costs. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At June 30, 2010, UAL had $20.134 billion in total assets against total current liabilities of $8.573 billion, long-term debt of $6.281 billion, long-term obligations under capital leases of $1.01 billion, other liabilities and deferred credits of $7.022 billion, and a stockholders' deficit of $2.756 billion. UNITED CONTINENTAL: Gives Q1 & Full Year 2011 Projections --------------------------------------------------------- United Continental Holdings, Inc., filed with the U.S. Securities and Exchange Commission on January 26, 2011, an investor update providing forward-looking information for the first quarter and full year 2011. According to United Continental Vice President and Controller Chris Kenny, all year-over-year comparisons in the January 26 Investor Update are based on the pro-forma combined company financial statements set forth in United Continental's investor update dated November 22, 2010, and December 22, 2010, and fourth quarter and full year 2010 earnings release dated January 26, 2011. Capacity United Continental estimates its first quarter consolidated domestic available seat miles to be down between 0.5% and 1.5%, and its consolidated international ASMs to be up between 5.6% and 6.6% for a consolidated ASM increase of between 1.5% and 2.5% year-over-year. For the full year, the company expects consolidated domestic ASMs to be down between 0.5% and 1.5%, and consolidated international capacity to be up between 4.5% and 5.5% for a consolidated ASM increase of 1.0% to 2.0% year-over-year. Non-Fuel Expense Guidance First quarter consolidated cost per ASM, excluding fuel, profit sharing, certain accounting charges and merger-related expenses for United Continental is expected to be up 2.0% to 3.0%. For the full year, the company estimates consolidated CASM excluding fuel, profit sharing, certain accounting charges and merger-related expenses will be up 1.0% to 2.0%. Fuel Expense United Continental estimates its consolidated fuel price, including the impact of settled cash hedges, to be $2.63 per gallon for the first quarter and $2.75 per gallon for the full year based on the forward curve as of Jan. 25, 2011. Non-Operating Income(Expense) Mr. Kenny discloses that non-operating expense for United Continental is estimated to be between $240 million and $250 million for the first quarter, and between $910 million and $950million for the full year. Non-operating income(expense) includes interest expense, capitalized interest, interest income and other non-operating income(expense), he explains. Capital Expenditures and Scheduled Debt and Capital Lease Payments In the first quarter, United Continental expects a total of $0.3 billion of gross capital expenditures and $0.2 billion of net capital expenditures, both excluding purchase deposits of $40 million. For the full year, excluding about $200 million of purchase deposits, the company expects gross capital expenditures to be approximately $1.1 billion and net capital expenditures to be approximately $0.9 billion. Scheduled debt payments for the first quarter are estimated to be $450 million, including $150 million in cash that the company expects to pay to repurchase the UAL 5.0% convertible debt in Feb. 2011, Mr. Kenny tells the SEC. He further discloses that full year scheduled debt payments are estimated to be $2.5 billion, and include both the $150 million payment to repurchase the UAL 5.0% convertible debt, and $726 million to repurchase the UAL 4.5% convertible debt that noteholders can put to the Company in Jul. 2011. Pension Expense and Contributions United Continental estimates that its non-cash pension expense for the combined carrier will be about $100 million for 2011. This amount excludes non-cash settlement charges related to lump-sum distributions, Mr. Kenny clarifies. The company also expects to make $38 million of cash contributions to its defined benefit pension plans in the first quarter, and has a minimum funding requirement of $125 million for calendar year 2011, he adds. Taxes United Continental expects to record minimal cash taxes in 2011. Advance Booked Seat Factor (Percentage of Available Seats that are Sold) Mr. Kenny notes that compared to the same period last year, for the next six weeks, mainline domestic advance booked seat factor is up 0.5 points, mainline international advance booked seat factor is down 3.1 points, mainline Atlantic advance booked seat factor is down 3.8 points, mainline Pacific advance booked seat factor is down 1.0 point and mainline Latin America advance booked seat factor is down 3.9 points. Regional Affiliates advance booked seat factor is down 0.1 point, he says. A full-text copy of the January 26 Investor Update is available for free at http://ResearchArchives.com/t/s?728b About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At June 30, 2010, UAL had $20.134 billion in total assets against total current liabilities of $8.573 billion, long-term debt of $6.281 billion, long-term obligations under capital leases of $1.01 billion, other liabilities and deferred credits of $7.022 billion, and a stockholders' deficit of $2.756 billion. UNITED CONTINENTAL: W. Isaacson Acquired 371.59 Shares in December ------------------------------------------------------------------ Walter Isaacson, a director of United Continental Holdings, Inc., told the U.S. Securities and Exchange Commission on January 4, 2011, that he acquired 371.59 share units of United Continental's common stock, at $0 per unit on December 31, 2010. As a result of the transaction, he beneficially owns 19,679.19 share units. Mr. Isaacson elected to defer $9,000 of retainer and meeting fees for the fourth quarter 2010 in exchange for share units. The number of share units was determined by dividing $9,000 by $24.22, the average of the high and low sale prices of a share of United Continental's common stock on December 31, 2010. Delivery of a cash payment in settlement of the share units will be made in January of the year following the calendar year in which Mr. Isaacson ceases to be a director of the company. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At June 30, 2010, UAL had $20.134 billion in total assets against total current liabilities of $8.573 billion, long-term debt of $6.281 billion, long-term obligations under capital leases of $1.01 billion, other liabilities and deferred credits of $7.022 billion, and a stockholders' deficit of $2.756 billion. UNITED ENERGY: CEO & Hilltop Extend Notes' Maturity Until Dec. -------------------------------------------------------------- On January 21, 2011, United Energy Corp. entered into an agreement with Ronald Wilen, the President and Chief Executive Officer, and Hilltop Holding Company, L.P., a limited partnership of which Jack Silver, a director, is the managing partner. Pursuant to the Agreement, Mr. Wilen and Hilltop agreed to extend the maturity date of $151,016 and $301,866 of secured convertible notes held by Mr. Wilen and Hilltop, respectively. The maturity date was extended from January 31, 2011 to December 20, 2011. In consideration for the agreement to extend the maturity dates, Mr. Wilen and Hilltop were issued warrants to purchase up to 1,984,939 and 3,959,894 shares of common stock, respectively, at an exercise price of $.11 per share. On or about January 3, 2011, Hilltop loaned the Company an additional $100,000. Pursuant to the Agreement, the Company issued Hilltop a secured convertible note for the $100,000 loan and warrants to purchase up to 1,111,111 shares of common stock at an exercise price of $.11 per share. The agreement also provides that Hilltop may purchase, at its option, up to $100,000 of additional secured convertible notes and pro rata portion of 1,111,111 warrants at any time prior to June 30, 2011. The secured convertible note is convertible into Common Stock at a conversion price of $.09 per share, bears interest at 12% per annum, is due December 20, 2011 and is secured by substantially all the assets of the Company on a pari passu basis with the previously issued secured convertible notes. About United Energy United Energy Corp. -- http://www.unitedenergycorp.net/-- develops and distributes environmentally friendly specialty chemical products with applications in several industries and markets. Through its wholly owned subsidiary, Green Globe Industries, Inc., the Company provides the U.S. military with a variety of solvents, paint strippers and cleaners under its trade name "Qualchem." The Company is headquartered in Secaucus, New Jersey. The Company's balance sheet at September 30, 2010, showed $1.02 million in total assets, $1.08 million in total liabilities, all current, and a stockholders' deficit of $69,308. As reported in the Troubled Company Reporter on July 20, 2010, Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has operating and liquidity concerns, and has incurred net losses of $23.55 million as of March 31, 2010. UNIVERSAL BUILDING: U.S. Trustee Forms Creditors Committee ---------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of Universal Building Products, Inc., et al. The Creditors Committee members are: 1. Raytrans Distributin Services, Inc. Attn: James M. Ray 53 W. Jackson Blvd., Suite 1056 Chicago, IL 60604 Tel: (312) 488-1114 Fax: (877)814-7740 2. King Steel Corporation Attn: Don Johnson 5225 East Cook Rd. Grand Blanc, MI 48439 Tel: (810) 953-7637 Extn: 229 Fax: (810) 953-6266 3. Eastern Accessories Corp. Attn: Dong Shuyuan 25 Canton Rd., TST, HK, c/o Room 1608 100 Hong Kong M Rd. Qingado, PR China Tel: (86) (0532) 85878082 Fax: (86) (0532) 85872910 4. Millennium Metals, LLC Attn: H. Eugene Laster 3124 State St. Steger, IL 60475, Tel: (708) 757-7002 Fax: (708) 757-4255 5. Jade-Sterling Steel Co., Inc. Attn: William H. Lieberman 2300 East Aurora Rd. Twinsburg, OH 44087 Tel: (330) 425-3141 Fax: (330) 425-3056 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Universal Building Westminster, California-based Universal Building Products, Inc., dba UBP, filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Del. Case No. 10-12453). Mark Minuti, Esq., MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing LLP, assists the Debtor in its restructuring effort. UBP estimated $1 million to $10 million in assets and $10 million to $50 million in debts in its petition. The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No. 10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11 petitions on August 4, 2010. Accubrace estimated $500,001 to $1 million in assets and $10 million to $50 million in debts. Universal Form Clamp, Inc, a debtor-affiliate, disclosed $62,384,813 in assets and $50,837,823 in liabilities as of the Chapter 11 filing. U.S. AEROSPACE: Terminates Common Stock Registration ---------------------------------------------------- U.S. Aerospace, Inc., filed on January 28, 2011 a notice of termination of registration or suspension of duty to file reports under Form 15. The Company said the approximate number of holders of record of its common stock as of the certification or notice date is down to 250. About U.S. Aerospace U.S. Aerospace, Inc. (OTC BB: USAE) -- http://www.USAerospace.com/ -- is a publicly-traded aerospace and defense contractor based in Southern California. The Company is an emerging world-class supplier on projects for the Lockheed Martin Corporation, L-3 Communications Holdings, Inc., the Middle River Aircraft Systems subsidiary of General Electric Company, and other aerospace companies, commercial aircraft manufacturers and prime defense contractors. The Company supplies aircraft assemblies, structural components and highly-engineered, precision-machined details for commercial and military aircraft. The Company has offices and production facilities in Rancho Cucamonga, California. The Company's balance sheet at September 30, 2010, showed $4.88 million in total assets, $11.00 million in total liabilities, and a stockholders' deficit of $6.12 million. As of and for the nine months ended September 30, 2010, the Company had substantial net loss, accumulated deficit, working capital deficit, had events of default on its CAMOFI Master LDC and CAMHZN Master LDC and was in default on several payables. US AIRWAYS: Board OKs 2011 Annual/Long-Term Incentive Programs -------------------------------------------------------------- The Compensation and Human Resources Committee of the Board of Directors of the US Airways Group, Inc., regularly reviews compensation programs and general industry compensation practices of other airlines in the course of its supervision of the Company's compensation programs, USAir disclosed with the Securities and Exchange Commission. After consideration of other airlines' programs, the Committee determined that the structure of both the Company's annual incentive program and its Long-Term Incentive Performance Program, as well as the target payout percentages of both plans, were consistent with general compensation practices in the airline industry. 2011 Annual Incentive Program US Airways Executive Vice President - Corporate and Government Affairs Stephen L. Johnson said executives and other key management employees of the Company and its subsidiaries, including the "named executive officers" of the Company, are eligible to participate in an annual incentive program administered under the US Airways Group, Inc. 2008 Equity Incentive Plan. By March 31st of each year, the Committee must establish the performance measures that will be used to determine incentive awards for the year. The Committee also establishes target incentive award amounts as a percentage of base salary for each participant. The Committee may adjust each individual's payment amount in its discretion based on individual performance. After Committee approval, the incentive awards are paid as lump-sum cash distributions as soon as practicable after the end of the plan year. On January 19, 2011, the Committee established the (1) corporate financial targets based on designated minimum levels of pre-tax income for fiscal year 2011, (2) operational targets based on (a) a peer-group comparison of on-time flight performance in 2011, (b) a peer-group comparison of customer complaints in 2011, (c) a peer group comparison of baggage handling in 2011 and (d) the Company's 2011 cost per available seat mile and (3) bonus pool amount, based on the extent to which the corporate financial targets and the operational targets are met, for the annual incentive program. The Committee established absolute goals for each of the operational targets for target payouts and also instituted minimum annual performance targets which must also be achieved for each given operational target to be deemed achieved. "The Committee established 2011 target incentive awards as 125% of base salary for our Chief Executive Officer, 110% of base salary for the Company's President, 100% of base salary for the Company's Executive Vice Presidents and 80% of base salary for the Company's Senior Vice Presidents," explained Mr. Johnson. "If the performance measures are met at the maximum level, the Committee may approve payouts at 200% of a participant's base salary." If one or more of the corporate financial targets and operational targets are met, the Committee will determine an incentive award amount for each individual based on the individual's target incentive award amount, the level of achievement of the financial and operational targets, the total bonus pool amount available and individual performance. The awards for officers at the level of Senior Vice President and above, referred to as "senior officers" and who include the named executive officers, are weighted 80% to the corporate financial targets and 20% to the operational targets. The four operational targets are each weighted equally. If the Company does not meet any of the corporate financial targets or operational targets, then no awards will be paid. In no event will the aggregate amount of awards paid out to the participants exceed the established bonus pool. The Committee has also reserved the right to decrease the awards or to make no payment of an award in its discretion, regardless of the attainment of the targets. 2011 Long-Term Incentive Performance Program On January 19, 2011, the Committee approved the terms and conditions for awards for the new three-year performance cycle beginning January 1, 2011, and ending December 31, 2013, under the Company's LTIP, which operates under the US Airways Group, Inc. 2008 Equity Incentive Plan. The LTIP provides for performance cash awards to be paid to the Company's officers, including the named executive officers, based on the Company's total stockholder return over the three-year performance cycle relative to the TSRs of a pre-defined competitive peer group for the same period. Cash awards will be paid out as a percentage of base salary based on the Company's relative TSR rank, provided that a threshold level is reached, explains Mr. Johnson. For determining the cash awards for the 2011-2013 performance cycle, the Committee adopted a peer group consisting of these eight companies: AirTran Holdings, Inc., Alaska Air Group, Inc., AMR Corporation (the parent company of American Airlines), Delta Air Lines, Inc., Hawaiian Holdings, Inc. (the parent company of Hawaiian Airlines), JetBlue Airways Corporation, Southwest Airlines Co. and United Continental Holdings, Inc. (the parent company of United Air Lines and Continental Airlines). In addition, the Committee approved this award pay-out schedule for the 2011-2013 performance cycle: Company TSR Relative Payout as a % Rank of Base Salary -------- ------------------------------------------ SVP EVP President CEO 1-2 of 8 140% 175% 200% 200% (Max) 3 of 8 117% 150% 172% 175% 4 of 8 93% 125% 143% 150% 5 of 8 70% 100% 115% 125% (Target) 6 of 8 46% 65% 75% 81% 7 of 8 21% 30% 35% 38% (Threshold) 8 of 8 0% 0% 0% 0% About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Inks $340 Mil. Note Purchase Pact With Wilmington ------------------------------------------------------------- On December 21, 2010, US Airways, Inc., Wilmington Trust Company, as subordination agent and pass through trustee under certain pass through trusts newly formed by the Company, Wells Fargo Bank Northwest, National Association, as escrow agent under the Escrow Agreements, and Wilmington Trust Company, as paying agent under the Escrow Agreements, entered into the Note Purchase Agreement, dated as of December 21, 2010. The Note Purchase Agreement provides for future issuance by the Company of equipment notes in the aggregate amount of $340,255,000 to finance eight Airbus aircraft currently owned by the Company. The payment obligations of the Company under the Equipment Notes are fully and unconditionally guaranteed by US Airways Group, Inc. Pursuant to the Note Purchase Agreement, at the financing of each Aircraft, the Trustee will purchase Equipment Notes issued under a Trust Indenture and Security Agreement with respect to the Aircraft to be entered into by the Company and Wilmington Trust Company, as indenture trustee. Each Indenture contemplates the issuance of Equipment Notes in two series: Series A, bearing interest at the rate of 6.25% per annum, and Series B, bearing interest at the rate of 8.50% per annum, in the aggregate principal amount equal to $262,857,000, in the case of Series A, and $77,398,000, in the case of Series B. The Equipment Notes will be purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2010-1, Class A and Class B. Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates of each Class were placed in escrow by the Trustee pursuant to an Escrow and Paying Agent Agreement, dated as of December 21, 2010, among Wells Fargo Bank Northwest, National Association, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters, Wilmington Trust Company, as pass through trustee and as paying agent. The escrowed funds were deposited with The Bank of New York Mellon under a Deposit Agreement corresponding to each Class of Certificates. The interest on the Equipment Notes and the escrowed funds is payable semiannually on each April 22 and October 22, beginning on April 22, 2011. The principal payments on the Equipment Notes are scheduled on April 22 and October 22 in certain years, beginning on October 22, 2011. The final payments will be due on April 22, 2023, in the case of the Series A Equipment Notes, and April 22, 2017, in the case of the Series B Equipment Notes. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain Events of Default, including failure by the Company to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving the Company. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on the Aircraft and will also be cross-collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement. The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended, under the Company's automatic shelf registration statement on Form S-3 (File No. 333- 163463). About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Reports $28 Million Net Profit for Fourth Quarter ------------------------------------------------------------- Highlights of US Airways Group, Inc. fourth quarter and 2010 results: * Full year 2010 net profit excluding special items was $447 million, or $2.34 per diluted share. This is the second highest profit in the Company's history and represents a $946 million net profit improvement versus 2009. * Fourth quarter net profit excluding special items was $28 million, or $0.17 per diluted share. This is the Company's first profitable fourth quarter since 2006. * The Company's team members earned approximately $47 million in profit sharing and an additional $24 million in operational incentive payouts in 2010. * Total cash and investments balance on Dec. 31, 2010 was $2.3 billion, of which $364 million was restricted, up from $2.0 billion, of which $480 million was restricted on Dec. 31, 2009. US Airways Group, Inc. reported its fourth quarter and 2010 financial results. The Company reported a 2010 net profit of $447 million, or $2.34 per diluted share, which excludes special items totaling a net credit of $55 million. This is the second highest profit in the Company's history and represents a $946 million improvement as compared to the 2009 net loss excluding special items of $499 million, or ($3.75) per share. On a GAAP basis, the Company reported a net profit of $502 million, or $2.61 per diluted share for 2010, compared to a net loss of $205 million, or ($1.54) per share, in 2009. For the fourth quarter 2010, net profit excluding special items was $28 million, or $0.17 per diluted share. Net loss excluding special items for the fourth quarter 2009 was $32 million, or ($0.20) per share. On a GAAP basis, the Company reported a net profit of $28 million for its fourth quarter 2010, or $0.17 per diluted share, compared to a net loss of $79 million, or ($0.49) per share, for the same period in 2009. US Airways Group, Inc. Chairman and CEO Doug Parker stated, "2010 was a great year for US Airways, including the second highest profit (excluding special items) in our history and an earnings improvement of nearly $1 billion versus 2009. We also ended the year on a strong note with our first profitable fourth quarter since 2006. "These results are due to our 31,000 team members, who did an excellent job of taking care of our customers throughout 2010. As reported by the Department of Transportation (DOT) through November 2010, US Airways ranked number one among the five largest network carriers in baggage handling and number two in on-time performance. Our customer satisfaction also outperformed the competition as evidenced by our 2010 complaint ratio, which was ten percent better than the average of our peers. "This performance allowed our team members to earn approximately $24 million in operational incentive payouts in 2010 and another $47 million in profit sharing. We are very pleased to recognize our employees' accomplishments through these programs and we look forward to continued recognition in 2011. "2008 and 2009 were extraordinarily difficult years for our industry. US Airways took decisive actions to manage through those challenges -- including reducing capacity, realigning our network to focus on key markets, introducing new revenue streams, controlling costs, and maintaining a commitment to exceptional operating reliability. These steps, combined with 2010's improving economic environment, have now put US Airways back on the path to sustained profitability. We fully understand, though, that remaining on that path requires commitment to the same steps that allowed us to navigate through the crisis. US Airways has such a commitment and because of it, we enter 2011 with confidence and excitement about the years to come." Revenue and Cost Comparisons A modestly improving economy and continued industry capacity discipline led to improved revenue performance. Total revenues in the fourth quarter were up 10.7 percent versus the fourth quarter of 2009 on a 4.2 percent increase in total available seat miles (ASMs). Total revenue per available seat mile was 13.83 cents, up 6.2 percent versus the same period last year driven by a 3.4 percent increase in passenger yields and an increase in passenger load factor from 78.6 percent to a fourth quarter record, 80.6 percent. For the full year 2010, total revenues were $11.9 billion, up 13.9 percent versus 2009. Total revenue per ASM increased 12.9 percent to 13.88 cents, driven by an 11.2 percent increase in passenger yield and a record load factor of 81.1 percent, up from 80.5 percent. Despite higher fuel prices, the Company was able to keep its costs in check through outstanding operating reliability and continued cost diligence. Executive Vice President and Chief Financial Officer Derek Kerr said, "Throughout the year, our team did a terrific job of aggressively managing our expenses, which is especially noteworthy in an environment of relatively flat capacity growth. Our mainline unit costs excluding fuel and special items remained flat while our competitors' unit costs on this same basis have risen significantly." Total operating expenses in the fourth quarter were up 7.3 percent over the same period last year due to a 22.4 percent increase in fuel expense. Mainline cost per available seat mile (CASM) was 12.05 cents, up 2.0 percent. Excluding fuel and special items, mainline CASM was 8.41 cents, down 1.7 percent versus the same period last year. Excluding fuel, special items and profit sharing, mainline CASM decreased 2.0 percent to 8.39 cents. Express CASM excluding fuel and special items was 13.81 cents, up 3.0 percent on a 4.1 percent increase in ASMs. For the full year 2010, total operating expenses were $11.1 billion, up 7.6 percent versus 2009 due primarily to a 28.3 percent increase in fuel expense. Excluding fuel, special items and profit sharing, mainline CASM declined 0.4 percent. Express CASM excluding fuel and special items increased 3.9 percent. Liquidity As of Dec. 31, 2010, the Company had approximately $2.3 billion in total cash and investments, of which $364 million was restricted, up from $2.0 billion, of which $480 million was restricted on Dec. 31, 2009. Other Notable Accomplishments * Completed an offering of enhanced equipment trust certificates (EETC) in the aggregate principal amount of $340 million. The proceeds from the offering were used to refinance eight Airbus aircraft owned by the Company and for general corporate purposes. * Amended the codeshare and revenue sharing agreement with Mesa to extend 38 CRJ-900 aircraft to Sept. 2015. The amendment, approved by the U.S. Bankruptcy Court and currently in effect, reduces rates US Airways pays to Mesa to operate these aircraft by approximately $28 million annually. * Implemented voluntary reaccommodation functionality on the Company's Web site. During inclement weather conditions, customers in affected cities can now go to usairways.com to modify and rebook their reservations themselves, eliminating the need to interact with a reservations agent. * Announced that in anticipation of planned retirements and attrition, the Company will hire 420 flight attendants and 80 pilots for 2011. The positions will be filled by recalling employees currently on furlough, as well as through hiring new crew members. The majority of these returning and new pilots and flight attendants will be flying by July. After the recall, US Airways will have approximately 100 pilots and no flight attendants on furlough. * Launched Star Alliance Upgrade Awards, an innovative and unique program that allows US Airways Dividend Miles members to use their miles to upgrade to the next class of service on Star Alliance partner operated flights. The program also allows frequent flyers with other Star Alliance carriers to use miles towards an upgrade when traveling on US Airways. For complete details on Star Alliance upgrade awards, visit usairways.com/starawards * Introduced electronic boarding passes in Las Vegas and Charlotte. The new technology allows customers to receive their boarding pass electronically via their smart phone and to seamlessly pass through security and board the plane. The Company expects to expand this program to the entire US Airways system in the first quarter. * Received distinction as one of "Best Places to Work" and earned a 100 percent rating on the Human Rights Campaign's Corporate Equality Index, which measures companies' attitudes and policies toward lesbian, gay, bisexual and transgender employees and customers. This is the sixth year in a row the airline has achieved a perfect score. * Announced that its 31,000 employees pledged a record- breaking $1.2 million to the airline's annual "Hope Takes Flight" campaign which benefits the United Way. The 2011 campaign brings the total raised by US Airways employees to nearly $9 million since 2000. * Honored Orlando, Fla. Line Maintenance Manager, Charles W. Marler for his five decades of service in the airline industry and who was awarded the Charles Taylor "Master Mechanic" Award by the Federal Aviation Administration (FAA). The award recognizes the lifetime accomplishments of senior aviation mechanics. Analyst Conference Call/Webcast Details US Airways conducted a live audio webcast of its earnings call on January 26, 2011, which will be available to the public on a listen-only basis at www.usairways.com under the Company Info >> Investor Relations tab. An archive of the call/webcast will be available in the Public/Investor Relations portion of the Web site through Feb. 26. 2011 Investor Guidance The Company will provide its investor relations guidance on its Web site (www.usairways.com) immediately following its 12:00 p.m. ET conference call. The Company typically provides guidance related to cost per available seat mile (CASM) excluding fuel and special items, fuel prices, other revenues and estimated interest expense/income on its investor relations update page on its web site. This update will also include the airline's capacity, fleet plan, and estimated capital spending for 2011. US Airways Group, Inc. Condensed Consolidated Balance Sheet As of December 31, 2010 Assets Current Assets Cash and cash equivalents $1,859,000,000 Accounts receivable, net 311,000,000 Materials and supplies, net 231,000,000 Prepaid expenses and other 508,000,000 --------------- Total current assets 2,909,000,000 Property and equipment Flight equipment 4,134,000,000 Ground property and equipment 843,000,000 Less accumulated depreciation and amortization(1,304,000,000) --------------- 3,673,000,000 Equipment purchase deposits 123,000,000 --------------- Total property and equipment 3,796,000,000 Other assets Other intangibles, net 477,000,000 Restricted cash 364,000,000 Investments in marketable securities 57,000,000 Other assets, net 216,000,000 --------------- Total other assets 1,114,000,000 --------------- Total assets $7,819,000,000 =============== Liabilities and Stockholders' Deficit Current liabilities Current maturities of debt and capital leases $397,000,000 Accounts payable 386,000,000 Air traffic liability 861,000,000 Accrued compensation and vacation 245,000,000 Accrued taxes 149,000,000 Other accrued expenses 802,000,000 --------------- Total current liabilities 2,840,000,000 Noncurrent liabilities and deferred credits L-T debt and capital leases, net of current maturities 4,003,000,000 Deferred gains and credits, net 336,000,000 Employee benefit liabilities and other 556,000,000 --------------- Total noncurrent liabilities and deferred credits 4,895,000,000 Stockholders' equity (deficit) Common stock 2,000,000 Additional paid-in capital 2,115,000,000 Accumulated other comprehensive income 14,000,000 Accumulated deficit (2,047,000,000) Treasury stock 0 --------------- Total stockholders' equity(deficit) 84,000,000 --------------- Total liabilities and stockholders' equity $7,819,000,000 =============== US Airways Group Inc. Condensed Consolidated Statements of Operations For Three Months Ended December 31, 2010 Operating revenues: Mainline passenger $1,845,000,000 Express passenger 707,000,000 Cargo 42,000,000 Other 313,000,000 --------------- Total operating revenues 2,907,000,000 Operating expenses: Aircraft fuel and related taxes 628,000,000 Loss(gain) on fuel hedging instruments, net 0 Salaries and related costs 536,000,000 Express expenses: Fuel 207,000,000 Other 496,000,000 Aircraft rent 162,000,000 Aircraft maintenance 183,000,000 Other rent and landing fees 136,000,000 Selling expenses 101,000,000 Special items, net 6,000,000 Depreciation and amortization 60,000,000 Goodwill impairment 0 Other 287,000,000 --------------- Total operating expenses 2,802,000,000 Operating income(loss) 105,000,000 Non-operating income(expense): Interest income 2,000,000 Interest expense, net (77,000,000) Other, net (3,000,000) -------------- Total non-operating expense, net (78,000,000) -------------- Income (loss) before income taxes 27,000,000 Income tax benefit (1,000,000) -------------- Net income (loss) $28,000,000 ============== US Airways Group, Inc Condensed Consolidated Statements of Operations For the 12 Months Ended December 31, 2010 Operating revenues: Mainline passenger $7,645,000,000 Express passenger 2,821,000,000 Cargo 149,000,000 Other 1,293,000,000 --------------- Total operating revenues 11,908,000,000 Operating expenses: Aircraft fuel and related taxes 2,403,000,000 Loss(gain) on fuel hedging instruments, net 0 Salaries and related costs 2,244,000,000 Express expenses: Fuel 769,000,000 Other 1,960,000,000 Aircraft rent 670,000,000 Aircraft maintenance 661,000,000 Other rent and landing fees 549,000,000 Selling expenses 421,000,000 Special items, net 5,000,000 Depreciation and amortization 248,000,000 Other 1,197,000,000 --------------- Total operating expenses 11,127,000,000 Operating income(loss) 781,000,000 Non-operating income(expense): Interest income 13,000,000 Interest expense, net (329,000,000) Other, net 37,000,000 -------------- Total non-operating expense, net (279,000,000) -------------- Income (loss) before income taxes 502,000,000 Income tax benefit 0 -------------- Net income (loss) $502,000,000 ============== About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Updates Operational Outlook for 2011 ------------------------------------------------ US Airways Group, Inc., delivered to the U.S. Securities and Exchange Commission on January 26, 2011, a report updating its financial and operational outlook for 2011: * 2011 Capacity Guidance -- For 2011, total system capacity is expected to be up approximately two percent. Mainline is forecast to be up approximately two to three percent, with domestic capacity expected to be up one percent and international up approximately seven percent. Express is expected to be flat. * Cash -- As of December 31, 2010, the Company had approximately $2.3 billion in total cash and investments, of which $364 million was restricted. In addition, as of December 31, 2010, the Company's auction rate securities had a book value of $57 million ($84 million par value). While these securities are held as investments in non- current marketable securities on the Company's balance sheet, they are included in our unrestricted cash calculation. * Fuel -- For the first quarter 2011, the Company anticipates paying between $2.67 and $2.72 per gallon of mainline jet fuel (including taxes). * Profit Sharing/CASM -- Profit sharing equals approximately 10% of pre-tax earnings excluding special items up to a 10% pre-tax margin and 15% above the 10% margin. * Cargo/Other Revenue -- Cargo revenue, ticket change fees, excess/overweight baggage fees, first and second bag fees, contract services, simulator rental, airport clubs, Materials Services Company (MSC), and inflight service revenues. * Taxes/NOL - As of December 31, 2010, net operating losses (NOL) available for use by the Company is approximately $1.9 billion, all of which is expected to be available for use in 2011. The Company's net deferred tax asset, which includes the NOL, is subject to a full valuation allowance. As of December 31, 2010, the valuation allowances associated with Federal and state NOL are $368 million and $62 million, respectively. In accordance with generally accepted accounting principles, future utilization of the NOL will result in a corresponding decrease in the valuation allowance and offset the Company's tax provision dollar for dollar. As a result, income tax benefits are not recognized in the Company's statement of operations. In the fourth quarter and for the full year ended December 31, 2010, the Company used NOL to reduce its federal and state income tax obligation. The Company's full year state income tax obligation related to certain states where use of NOL is restricted was less than $1 million. The Company was not subject to AMT Liability in 2010 as a result of certain elections the Company made under the Worker, Homeownership, and Business Assistance Act of 2009. To the extent profitable, the Company will use NOL to reduce Federal and state taxable income in 2011. The Company also may be subject to AMT liability and obligated to record and pay state income tax related to certain states where NOL may be limited or not available to be used, if profitable in 2011. A full-text copy of the investor relations update is available for free at http://ResearchArchives.com/t/s?728a * * * Prior to USAir's filing of its financial and operational outlook report for 2011, it delivered to the SEC on January 5, 2011, a report updating its financial and operational outlook for 2010, disclosing this information: * 2010 Capacity Guidance -- For 2010, total system capacity is expected to be up slightly. Mainline is forecast to be up approximately one percent, with domestic down approximately one percent and international up approximately eight percent. Express is expected to be down approximately one percent. * Cash -- As of September 30, 2010, the Company had approximately $2.4 billion in total cash and investments, of which $389 million was restricted. In addition, as of September 30, 2010, the Company's auction rate securities had a book value of $59 million ($93 million par value). While these securities are held as investments in non- current marketable securities on the Company's balance sheet, they are included in its unrestricted cash calculation. The Company expects to end the fourth quarter with approximately $2.3 billion of total cash and investments, of which $365 million is restricted. * Fuel -- For the fourth quarter 2010, the Company anticipates paying between $2.38 and $2.43 per gallon of mainline jet fuel (including taxes). * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax earnings excluding special items up to a 10% pre-tax margin and 15% above the 10% margin. Profit sharing is excluded in the CASM guidance given below. * Cargo/Other Revenue -- Cargo revenue, ticket change fees, excess/overweight baggage fees, first and second bag fees, contract services, simulator rental, airport clubs, Materials Services Company (MSC), and inflight service revenues. The Company's a la carte revenue initiatives are expected to generate in excess of $500 million in revenue in 2010. * Taxes/NOL -- As of December 31, 2009, net operating losses (NOL) available for use by the Company is approximately $2.1 billion, all of which is expected to be available for use in 2010. The Company's net deferred tax asset, which includes the NOL, is subject to a full valuation allowance. As of December 31, 2009, the valuation allowances associated with Federal and state NOL are $546 million and $77 million, respectively. In accordance with generally accepted accounting principles, future utilization of the NOL will result in a corresponding decrease in the valuation allowance and offset the Company's tax provision dollar for dollar. As a result, income tax benefits are not recognized in the Company's statement of operations. For the full year 2010, the Company expects to be profitable and will use NOL to reduce its federal and state income tax obligation. The Company's full year state income tax obligation related to certain states where use of NOL is restricted is expected to approximate $1 million. The Company does not expect to be subject to AMT Liability in 2010 as a result of certain elections the Company made under the Worker, Homeownership, and Business Assistance Act of 2009. A full-text copy of the investor relations update is available for free at http://ResearchArchives.com/t/s?71cd About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. USG CORP: Posts $121MM Net Loss in Q4, $405MM Net Loss in 2010 -------------------------------------------------------------- On January 26, 2011, USG Corporation reported a net loss of $121 million on $696 million of net sales for the three months ended December 31, 2010, compared with a net loss of $598 million on $720 million of net sales for the same period a year ago. The Company reported a net loss of $405 million on $2.94 billion of net sales for the twelve months ended December 31, 2011, compared with a net loss of $787 million on $3.23 billion of net sales during the prior year. As of December 31, 2010, the Company's balance sheet showed $4.09 billion in total assets, $3.47 billion in total liabilities and $619 million in stockholders' equity. "Our adjusted operating results improved in a declining U.S. market, we added to our liquidity and we continued to drive down costs," said James S. Metcalf, President and CEO. "While 2011 is likely to be another difficult year, we think the worst may be behind us," Metcalf continued. "There is still a high degree of uncertainty about the shape and timing of the recovery, but we know that our operating strategies are working and that the fundamentals underlying our core businesses are solid." Looking ahead, Metcalf said, "We remain optimistic about the long- term. Basic demographics, the aging domestic housing stock, and a general economic recovery in the U.S. will ultimately stimulate demand for our products. The company is poised to capture the significant operating leverage in our business when market demand rebounds from the historic lows experienced recently." A full-text copy of the Company's press release announcing the Fourth Quarter and Year-end results is available for free at: http://ResearchArchives.com/t/s?729b About USG Corp. USG Corporation, headquartered in Chicago, Illinois, is a leading producer and distributor of building materials in the Unites States, Canada and Mexico. The company manufactures and markets gypsum wallboard and operates a specialty distribution business that sells to professional contractors. It also manufactures ceiling tiles and ceiling grids used primarily in commercial applications. Revenues for the last 12 months through March 31, 2010, totaled approximately $3.1 billion. * * * As reported by the Troubled Company Reporter on November 8, 2010, Moody's Investors Service assigned a B2 rating to USG Corporation's new senior unsecured notes, and affirmed its Caa1 Corporate Family Rating and Caa1 Probability of Default Rating. USG's speculative grade liquidity rating remains SGL-3. The outlook is stable. The Caa1 Corporate Family Rating results from weak operating performance. Low capacity utilization rates of approximately 45% at its gypsum manufacturing facilities make it difficult for USG to overcome its high fixed costs. Moody's projects that potential demand increases for wallboard from North American new home construction and repair and remodeling will not be adequate to generate sufficient volumes and operating profits to cover USG's interest expense over the intermediate term. Furthermore, the non-residential construction end market, which accounts for about 30% of USG's revenues, is expected to face stagnant growth well into 2011. The amount of profits derived from the company's worldwide ceilings business is not enough to make up shortfalls in the gypsum and distribution businesses. For the last twelve months through September 30, 2010, operating margins remain substandard at negative 4.9% and leverage is very high at debt-to- EBITDA of 27.2 times. The company's inability to generate positive earnings will result in very weak credit metrics for the foreseeable future and will require cash to fund operating shortfalls. VAL'S FOOD: Files for Chapter 7 Liquidation ------------------------------------------- The Packer reports that Val's Food Store Inc. filed a Chapter 7 bankruptcy petition (Bankr. N.D. Ill. Case No. 11-80067) in January. Judge Manuel Barbosa presides over the case. The Debtor's Attorney is Charles T. Reilly, who may be reached at 815-385-9321. The Trustee assigned is Stephen G. Balsley, who may be reached at 815-962-6611. A meeting of creditors is set for Feb. 10, 2011, at 3:00 p.m., Stewart Square, 308 W. State St, Rm. 40, Rockford, Illinois. Val's Food Store Inc. operates a grocery store. VEGAS TOMATOES: Files for Chapter 7 Bankruptcy ---------------------------------------------- The Packer reports that Vegas Tomatoes Inc. dba 3 Tomatoes & A Mozzarella filed a Chapter 7 bankruptcy petition (Bankr. D. Nev. Case No. 11-10409-lbr) in January. Judge Linda B. Riegle presides over the case. The Debtor's Attorney is H. Stan Johnson, who may be reached at 702-823-3500. The Trustee for the Debtor is Joseph B. Atkins, who may be reached at 702-405-7206. A meeting of creditors is set for Feb. 11, 2011, at 3:30 p.m., 341s - Foley Bldg, Room 1500. VERDE SPRINGS: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Verde Springs Investments, LLC 2001 Salvio Street, Suite 5 Concord, CA 94520 Bankruptcy Case No.: 11-41049 Chapter 11 Petition Date: January 30, 2011 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Roger L. Efremsky Debtor's Counsel: Karl-Fredric J. Seligman, Esq. LAW OFFICES OF KARL-FREDRIC SELIGMAN 610 Georgia St. Vallejo, CA 94590 Tel: (888) 558-0519 Ext 705 Fax: (415) 236-6106 E-mail: kfjs@trustthelaw.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 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb11-41049.pdf The petition was signed by Robert B. Burton, president, Tri Group Properties, Inc., Debtor's manager. VITESSE SEMICONDUCTOR: Linden Capital Holds 5.80% Equity Stake -------------------------------------------------------------- In an amended Schedule 13G filing with the Securities and Exchange Commission on January 26, 2011, each of Linden Capital LP, Linden GP LLC and Siu Min Wong disclosed beneficial ownership of 1,425,918 shares of common stock of Vitesse Semiconductor Corporation representing 5.80% of the shares outstanding. As of December 1, 2010 there were 23,986,531 shares of the Company's $0.01 par value common stock outstanding. About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. The Company's balance sheet at Sept. 30, 2010, showed $97.53 million in total assets, $118.73 million in total liabilities, and a stockholders' deficit of $21.20 million. WASHINGTON MUTUAL: Accord Can Be Nixed as Approval Deadline Passes ------------------------------------------------------------------ Washington Mutual Inc. missed the deadline for approval of its bankruptcy plan, making a related $10 billion settlement subject to cancellation, Steven Church at Bloomberg News reported, citing the bank holding company's lawyer. The missed deadline means the parties involved in the settlement, JPMorgan Chase & Co. and the Federal Deposit Insurance Corp., have the option to cancel the agreement, said Brian Rosen, a WaMu attorney. The settlement, which splits billions of dollars worth of tax refunds and cash, is the central feature of WaMu's bankruptcy exit plan and JPMorgan and the FDIC are unlikely to pull out of the deal, Mr. Rosen said. According to Bloomberg, WaMu also missed a self-imposed Jan. 31 deadline to file a new version of its bankruptcy exit plan after U.S. Bankruptcy Judge Mary F. Walrath in Wilmington, Delaware, rejected the first version. "We are trying to work out some nuances in the plan," Mr. Rosen said in a phone interview with Bloomberg. He declined to say when the new plan might be filed. 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. WASTE2ENERGY HOLDINGS: Fails to Pay $276,000 on Debentures ---------------------------------------------------------- On January 25, 2011, Waste2Energy Holdings, Inc. said it has not paid approximately $276,000 of interest due on the Company's 12% Senior Convertible Debentures due on January 1, 2011 and as of January 8, 2011, an additional Event of Default under the Debentures has occurred on outstanding debentures having an aggregate principal balance of $5,830,400 and an Event of Default has occurred on outstanding Debentures having an aggregate principal balance of $4,227,500. As a result of the Event of Default, the outstanding principal amount of the Debentures plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of the acceleration will become at the election of the holder of the Debenture immediately due and payable in cash at the Mandatory Default Amount. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture will accrue at an interest rate equal to the lesser of 17% per annum or the maximum rate permitted under applicable law. As used in the Debentures, Mandatory Default Amount means the sum of: (a) the outstanding principal amount of the Debenture, plus all accrued and unpaid interest hereon, divided by the Conversion Price of the Debenture on the date the Mandatory Default Amount is either (A) demanded (if demand or notice is required to create an Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP; and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Debenture. Subject to the terms of the Debenture, the VWAP is the most recent bid price per share of the Common Stock reported in the "Pink Sheet" published by Pink OTC Markets Inc. About Waste2Energy Holdings Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech" technology company that designs, builds, installs and sells waste to energy plants that generate "Renewable Green Power" converting biomass or other solid waste streams traditionally destined for landfills into clean renewable energy. The Company's balance sheet at June 30, 2010, showed $3.4 million in total assets, $11.7 million in total liabilities, and a stockholders' deficit of $8.3 million. As reported in the Troubled Company Reporter on July 19, 2010, Marcum LLP, in New York, expressed substantial doubt the Company's ability to continue as a going concern, following its results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has incurred a significant loss from continuing operations of $11.7 million and used cash of $5.2 million for continuing operations which resulted in an accumulated deficit of $30.4 million and a working capital deficiency of $6.6 million as of March 31, 2010. Default On October 30, 2010, a total of $87,500 of principal amount of the Company's 12% Senior Convertible Debentures became due. On November 2, 2010, $40,000 of principal amount of the Debentures became due. The Company did not make the required payment on the maturity date or by the cure period provided by the Debentures and as result an Event of Default under the Debentures has occurred. As a result of the Event of Default, the outstanding principal amount of the Debentures plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of the acceleration will become at the election of the holder of the Debenture immediately due and payable in cash at the Mandatory Default Amount. WELLPOINT SYSTEMS: Quorom Oil Wins Order for Receiver ----------------------------------------------------- WellPoint Systems Inc. disclosed that Quorum Oil and Gas Technology Fund Limited obtained an Order from the Court of Queen's Bench of Alberta on January 31, 2011 appointing Ernst & Young Inc. as receiver and manager of all the current and future assets, undertakings and properties of every nature and kind whatsoever, including all proceeds thereof of the Company and of WellPoint Systems, Inc., WellPoint Systems (USA), Inc. and WPS Systems, Inc. Prior to the appointment of the Receiver, all of the Company's directors resigned from their positions as directors of the Company. The terms of the Alberta Order do not apply to the Property of the US Entities until the Receiver obtains an order in the United States from a court of competent jurisdiction granting recognition of the Alberta Proceedings under Chapter 15 of Title 11 of the United States Code on terms acceptable to the Receiver. As part of the Alberta Order, the Alberta Court approved a sales process for all or substantially all of the Property that will be administered by the Receiver. Pursuant to the Sales Process, the Receiver is to apply to the Alberta Court for an order authorizing it to enter into an asset purchase agreement with WellPoint Acquisitionco Inc. WAI is a Delaware corporation formed by two of the Company's secured creditors, Quorum Oil and Gas Technology Fund and Sirocco Holdings Inc. In the event that one or more Superior Offers are received pursuant to the Sales Process, the Receiver shall provide the person or persons making the Superior Offers and WAI an opportunity to make further bids. In the event that no Superior Offers are received, WAI will acquire all or substantially all of assets of the Company and the US Entities pursuant to the Credit Bid APA. It is expected that the Company's principal business units will continue operations during the Sales Process. The Receiver's present understanding is that the US Entities will continue to market and sell their respective solutions, and support and service all new and existing customers. The management of the Company is cooperating with the Receiver and is supportive of the Sales Process and the restructuring to be effected during the receivership. About WellPoint Systems Inc. WellPoint Systems delivers software solutions and services that transform complex data into Business Insight for more than 450 companies in 60 countries worldwide. WellPoint Systems is recognized as a leader in providing Financial, Energy Marketing and Trading solutions to the Oil and Gas industry with its award winning BOLO, IDEAS, Energy Financial Management and Energy Broker products. Founded in 1997, Calgary-based WellPoint Systems is publicly traded on the TSX Venture Exchange under the symbol WPS. Visit www.wellpointsystems.com or www.ey.com/ca/wellpoint for more information. WES CONSULTING: Completes Acquisition of Web Merchants ------------------------------------------------------ WES Consulting, Inc. announced the completion of its acquisition of Web Merchants, Inc., the owner of the popular EdenFantasys.com Web site. WES Consulting, Inc. acquired 100% of Web Merchants, Inc. stock in exchange for 28.4 million shares of Wes Consulting common stock and a cash payment of $100,000. Web Merchants, Inc. had net revenues of $7.6 million in 2009 and net revenues of $6.2 million for the nine months ended September 30, 2010. The acquisition will create a social network of communities focusing on sexual health and wellness. The combined company will bring together the unique capabilities of both operations in order to better serve both consumer and wholesale customers in a variety of adult and mainstream channels. As part of the acquisition, Web Merchants, Inc. will relocate their New Jersey facility to the 140,000 square foot WES Consulting, Inc. headquarters and fulfillment center in Atlanta, GA. Full integration of the companies is expected to be completed by April of 2011. "With this acquisition, our company will advance its consumer e- commerce capabilities to better serve our customers' growing demand for sexual wellbeing products," said Louis Friedman, president and CEO of WES Consulting, Inc. "By combining the marketing experience of WES Consulting, Inc. with the retail web expertise of Web Merchants, Inc., we are uniquely positioned to serve both e-commerce customers, as well as, wholesale customers large and small by utilizing our network of suppliers and vendors." Going forward, WES Consulting, Inc. will continue to drive both the Liberator and EdenFantasys brands through continued advertising, sales and marketing initiatives. "The completion of this acquisition signals the beginning of a new, more powerful and dynamic company," said Fred Petrenko, President and CEO of Web Merchants, Inc. "The industry is changing rapidly and the excitement and rejuvenation is being felt not only within our new company, but among our customers and business partners. With the combined resources of WES Consulting, Inc. and Web Merchants, Inc., we are creating a strong team of knowledgeable and passionate employees that will be dedicated to delivering pioneering products and interactive experiences that will continue to capitalize on the sexual wellness category." About WES Consulting Atlanta, Ga. - based WES Consulting, Inc. (OTC BB: WSCU) was incorporated February 25, 1999, in the State of Florida. Until October 19, 2009, the Company was in the business of consulting and commercial property management. On October 19, 2009, the Company entered into a Merger and Recapitalization Agreement with Liberator, Inc., a Nevada corporation. Pursuant to the Agreement, Liberator merged with and into the Company, with the Company surviving as the sole remaining entity. The Merger has been accounted for as a reverse merger. The Company is a designer and manufacturer of various specialty furnishings for the sexual wellness market. The Company's sales and manufacturing operation are located in the same facility in Atlanta, Georgia. Sales are generated through the internet and print advertisements. The Company's balance sheet at June 30, 2010, showed $3.1 million in total assets, $3.9 million in total liabilities, and a stockholders' deficit of $738,462. Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $1.0 million and $3.6 million for the years ended June 30, 2010, and 2009, respectively, and as of June 30, 2010, the Company had an accumulated deficit of $6.2 million and a working capital deficit of $676,989. WESTMORELAND COAL: Plans to Issue $150MM Notes to Pay Dividends --------------------------------------------------------------- Westmoreland Coal Company and certain subsidiaries announced that it intends to offer $150.0 million of Senior Secured Notes due 2018 in a private placement. The net proceeds from the offering of the Notes are expected to be used to pay all accrued and unpaid dividends on the Company's Series A preferred stock, to repay certain indebtedness, to retire approximately $2.7 million of the outstanding principal owed on the senior secured convertible notes and for general corporate purposes. The Notes will be sold only to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The proposed issuance of the Notes will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company is an energy company whose operations include five surface coal mines in Montana, North Dakota and Texas and two coal-fired power- generating units with a total capacity of 230 megawatts in North Carolina. The Company sold 24.3 million tons of coal in 2009. The Company's two principal operating segments are its coal segment and its power segment, in addition to two non-operating segments. The Company's balance sheet at Sept. 30, 2010, showed $765.0 million in total assets, $898.75 million in total liabilities, and a stockholders' deficit of $133.75 million. As reported in the Troubled Company Reporter on March 15, 2010, KPMG LLP, in Denver, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations, working capital deficit and net capital deficiency. WM BOLTHOUSE: S&P Gives Neg. Outlook; Holds 'B' Corp. Rating ------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Bakersfield, Calif.-based Wm. Bolthouse Farms Inc. to negative from stable. At the same time, S&P affirmed its ratings on the company, including the 'B' corporate credit rating. "The outlook revision reflects Bolthouse's tight covenant cushion on its first-lien leverage covenant that is expected to further tighten," said Standard & Poor's credit analyst Bea Chiem. Through the second fiscal quarter ended Sept. 30, 2010, the company's operating performance was roughly in line with its plan, with slightly less than 10% cushion on its senior-lien leverage covenant. The company's plan was to improve cushion by the second half of the year. However, S&P's assumption is that the company will experience weak operating performance in the third quarter primarily due to adverse weather and flooding in Bolthouse's key carrot growing regions in Southern California. Under both its first- and second-lien term credit facilities, the leverage covenants will become more restrictive as of March 31, 2011. As a result, S&P believes that if operating performance and leverage, as measured by total debt to EBITDA, do not improve in the fourth quarter of fiscal 2011, covenant cushion will tighten further. The ratings on Bolthouse reflect the company's highly leveraged financial risk profile and vulnerable business risk profile, characterized by its narrow business focus on carrots and super- premium natural beverage categories, its participation in the highly competitive vegetable, beverage, and salad dressing markets, and its high debt leverage. Bolthouse grows and processes carrot products under the names Bolthouse Farms, Earthbound Farms, Green Giant, and private labels, and produces a growing line of 100% natural premium juices and chilled salad dressings. WN TRUCK STOP: Stay Lifted; Creditor Forecloses Location -------------------------------------------------------- Jill Dunn at etrucker.com reports that Judge Harlin Hale of U.S. Bankruptcy Court for Northern District of Texas lifted the automatic stay on Willie Nelson's Truck Stop dba Willie's Place, allowing the Company's financial backer to foreclose on the Texas location. According to the report, New Jersey-based SBL Capital Funding financed completion of the Company in February 2008. SBL, a private direct or hard money lender, specializes in short-term real estate bridge loans to high-risk borrowers. The loan's principal amount is nearly $5 million and SBL received a deed of trust and security agreement on Willie's Place, extended to mature February 2010. Dallas, Texas-based WN Truck Stop, LLC, dba Willie's Place, filed for Chapter 11 bankruptcy (Bakr. N.D. Tex. Case No. 10-33156) on May 3, 2010. Robert A. Simon, Esq., at Barlow Garsek & Simon, LLP, in Fort Worth, Texas, represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. YMCA OF MCHENRY: Operations Continue; Has Plan to Sell ------------------------------------------------------ YMCA of McHenry County has filed for Chapter 11 protection with a plan to convey operations to another YMCA organization. "This was a difficult decision for the board, but it is the right decision for the future of our local YMCA," the board of directors said. "Our goal in this process is to give the communities we serve a stronger, healthier YMCA, and reorganizing through bankruptcy provides an opportunity to do just that. This decision does not impact our daily operations, which will continue without interruption. Our YMCA's staff is fully committed to providing the same safe, high-quality programs and services that McHenry County has come to expect from the YMCA". "Like so many businesses and organizations in our area, the YMCA of McHenry County has been adversely affected by the economic recession. Declines in membership and donations over the past few years have presented financial challenges, but we believe the action we have taken today is an important first step toward restoring our Y's operational and fiscal health". "Our YMCA has had the privilege of serving the children, families and communities of McHenry County for more than 46 years. We are incredibly grateful for the support we have received from our members, participants and donors, and we are confident the Y will continue to be a vital part of McHenry County for many years to come." Debtor to Sell Assets Brett Rowland at the Northwest Herald, citing court filings, reports that YMCA of McHenry blamed increased competition, pending lawsuits, higher insurance costs, and a decline in membership. The Company, according to the Northwest Herald, filed for bankruptcy armed with a plan to sell its assets to YMCA of Metropolitan Chicago, wherein it would continue "many of the programs that the [YMCA of McHenry County] makes available to its community." About the Debtor Crystal Lake, Illinois-based YMCA of McHenry County filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-80295) on Jan. 26, 2011. Rosanne Ciambrone, Esq., at Duane Morris LLP, in Chicago, Illinois, represents the Debtor. The Debtor estimated assets and debts of $1,000,001 to $10,000,000 as of the Petition Date. ZALE CORP: Breeden Entities Have 25.67% Equity Stake ---------------------------------------------------- In an amended Schedule 13D filing with the Securities and Exchange Commission on January 26, 2011, Richard C. Breeden disclosed that he beneficially owns 8,245,636 shares of common stock of Zale Corporation representing 25.67% of the shares outstanding. As of November 30, 2010, 32,123,875 shares of Zale Corporation's Common Stock, par value $0.01 per share, were outstanding. Other affiliates of Mr. Breeden also disclosed beneficial ownership of shares of the Company: Shares Equity Beneficially Owned Stake ------------------ ------- Breeden Capital Management LLC 8,233,154 25.63% Breeden Partners (California) L.P. 4,882,668 15.20% Breeden Partners L.P. 740,137 2.30% Breeden Partners (California) II L.P. 743,657 2.31% Breeden Partners (New York) I L.P. 256,343 0.8% Breeden Partners Holdco Ltd. 1,610,349 5.01% Breeden Partners (Cayman) Ltd. 1,610,349 5.01% Breeden Capital Partners LLC 6,662,805 20.62% Richard C. Breeden 8,245,636 25.67% About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion in total assets, $438.51 million in total current liabilities, $450.45 million in long-term debt, $176.31 million in other liabilities, and stockholders' investment of $213.06 million. Zale reported a net loss of $93.67 million on $1.62 billion of revenues for the year ended July 31, 2010, compared with a net loss of $166.35 million on $1.78 billion of revenues for the same period a year ago. As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. * Indiana House OKs Bill to Fix Unemployment Insurance Fund ----------------------------------------------------------- The Associated Press reports The Indiana House approved a bill Monday to help fix the state's bankrupt unemployment insurance fund by reducing jobless benefits for some people and softening tax increases on businesses. According to the AP, the Republican- led House voted 61-38 mostly along party lines for the plan, which now goes to the Republican-led Senate for consideration. According to the AP, supporters said the bill was a fair way to fix Indiana's unemployment fund, which currently pays out millions of dollars more in jobless benefits than it takes in through employer taxes. According to the report, bill sponsor Rep. Dan Leonard, R-Huntington, said the bill will repair the fund without putting companies out of business or drastically cutting unemployment checks for most out-of-work Hoosiers. He said businesses make up about two-thirds of the solution with the remaining third on workers. * Alvarez & Marsal Adds K. B. Stapleton as N.Y. Managing Director ----------------------------------------------------------------- Kelly Beaudin Stapleton has joined Alvarez & Marsal as a Managing Director in New York. A former U.S. Bankruptcy Trustee and Assistant District Attorney, Ms. Stapleton brings a wealth of experience in the restructuring industry, having served as a financial adviser as well as a trustee in numerous complex cases. Her background also includes significant experience in the retail, manufacturing, professional services and logistics sectors, among others. Stated Bryan Marsal, Co-CEO of A&M, "Kelly's experience, encompassing both bankruptcy regulation and private sector financial advisory, provides her with the ability to contribute invaluable perspectives and results to clients we serve at our firm". Prior to joining A&M, Ms. Stapleton served in managing director roles in New York at two financial advisory firms, representing debtors and creditors in reorganizations, liquidations, Section 363 sales and fraud investigations. Previously, Ms. Stapleton was the U.S. Trustee for Region 3, appointed by U.S. Attorney General in January 2005, and charged with the protection of the integrity of the bankruptcy system for Delaware, Pennsylvania and New Jersey. As Trustee, she managed five state offices and was responsible for hundreds of significant business and corporate restructurings, including Owens Corning, New Century Financial, Dura Automotive Systems and Sharper Image Corp. She began her legal career as an Assistant District Attorney for the Philadelphia District Attorney's Office and later entered private practice. Ms. Stapleton is the current Education Chair of the American Bankruptcy Institute's Ethics Committee and is a member of ABI's Mid-Atlantic Advisory Board. She is on the board of the Chamber Orchestra of Philadelphia and on the Editorial Board of the New Jersey Bankruptcy Manual. A graduate of the University of California, Los Angeles, she earned her juris doctor degree from Georgetown University Law Center. About Alvarez & Marsal Since 1983, Alvarez & Marsal -- http://www.alvarezandmarsal.com/- - is a global professional services and restructuring firm. It works with companies, investors, boards and legal counsel to improve performance, solve complex problems and maximize value for stakeholders. A&M provides a range advisory and interim management services including: performance improvement, turnaround management, business consulting, tax, transaction advisory, dispute analysis & forensics and real estate, among others. * Chadbourne & Parke Elevates C. Rivera as Counsel in NY Office --------------------------------------------------------------- The international law firm of Chadbourne & Parke LLP has made five new promotions. Mukhit Yeleuov has been appointed international partner in the firm's Almaty office, while Scott Bank, Benjamin Koenigsberg and Christy Rivera have been elevated to counsel in the New York office and Susan Cowell has been promoted to counsel in the Washington, DC office. "I congratulate Mukhit, Scott, Benjamin, Christy and Susan on their appointments and look forward to their continued contributions to the success of the firm and our clients," said Chadbourne Managing Partner Andrew A. Giaccia. "These appointments reflect the firm's appreciation of our roster of stellar legal talent and underscore our continued commitment to excellence in their respective practice areas, including Chadbourne's well-established project finance, litigation, energy, bankruptcy and financial restructuring practices." Mukhit Yeleuov, based in the firm's Almaty office, counsels clients on a broad range of legal issues with a particular emphasis on litigation. He has represented clients on significant disputes involving, among others, contractual issues, tax and customs, professional liability, and shareholder contests. He also advises on disputes related to corporate, subsoil use, labor, migration, and environmental, technical safety and bankruptcy issues. Mr. Yeleuov also has extensive experience advising oil and gas companies as well as counseling companies on capital markets and finance issues. He is a 1999 graduate, with highest honors, of Kazakh State National University, School of Law and received his LL.M. and S.J.D. from Indiana University School of Law. Mr. Yeleuov is fluent in English, Kazakh, Russian and Turkish. Scott Bank, resident in the firm's New York office, practices commercial real estate with an emphasis on commercial acquisitions and dispositions, financings and workouts, investments and joint ventures, development and construction. His clients include numerous private equity firms, opportunity funds, and other national, regional and local commercial real estate owners and developers. Mr. Bank has also represented international, national and regional banks, life insurance companies and other lenders in real estate secured transactions. He works extensively with the firm's project finance group on real estate aspects of a range of energy projects, including wind, solar and biomass. Mr. Bank received his B.A. from Bucknell University in 1991 and his J.D. from George Washington University in 1996. Susan Cowell practices environmental law out of Chadbourne's Washington, DC office. She reviews environmental matters requiring interpretation of the National Environmental Policy Act, Clean Air Act, Clean Water Act, Endangered Species Act, Comprehensive Environmental Response and Compensation and Liability Act and other environmental laws. Ms. Cowell has devoted particular attention to renewable energy projects, including wind, solar, geothermal, landfill gas and biomass. She received her B.S. from the University of Wisconsin, Eau Claire in 1988 and her J.D. from the Illinois Institute of Technology, Chicago-Kent College of Law in 2000. She also holds two M.S. degrees from the University of Wisconsin, Madison - one in Water Resources Management, received in 1992 and one in Water Chemistry, received in 1995. Benjamin Koenigsberg, resident in the firm's New York office, focuses his practice on project development, financings, public- private partnerships, hedge transactions, acquisitions and sales relating to complex power, transportation, natural gas and other infrastructure projects. His clients include international lenders, lead arrangers and underwriters, sponsors, private equity funds and other investors in limited resource financings, privatizations, debt restructurings and structured equity investments. Mr. Koenigsberg's work ranges from conventional to renewable power and includes experience with projects throughout the U.S., Brazil, Colombia and Israel. He earned his B.A., magna cum laude, from the University of Maryland in 1997 and his J.D. from Fordham University School of Law in 2001. Mr. Koenigsberg was ranked in Chambers USA in 2008, 2009, and 2010 for his work in project finance. Christy Rivera, based in Chadbourne's New York office, advises clients in a variety of in court and out-of-court restructuring matters. She has represented lenders, indenture trustees, account holders, and secured and unsecured creditors in pre-packaged and conventional Chapter 11 cases. Ms. Rivera's most recent experience includes representing clients in the bankruptcy cases of Lehman Brothers, AbitibiBowater Inc., and Tribune Company. She has also represented multiple individuals in bankruptcy and other matters on a pro bono basis, and is a member of the firm's Pro Bono Committee. She earned her B.A. degree from the University of Michigan in 1998, and received her J.D. from New York University School of Law in 2001. About Chadbourne & Parke LLP Chadbourne & Parke LLP -- http://www.chadbourne.com/-- is an international law firm headquartered in New York City, provides a full range of legal services, including mergers and acquisitions, securities, project finance, private funds, corporate finance, venture capital and emerging companies, energy/renewable energy, communications and technology, commercial and products liability litigation, arbitration/IDR, securities litigation and regulatory enforcement, special investigations and litigation, intellectual property, antitrust, domestic and international tax, insurance and reinsurance, environmental, real estate, bankruptcy and financial restructuring, executive compensation and employee benefits, employment law and ERISA, trusts and estates and government contract matters. Major geographical areas of concentration include Russia, Central and Eastern Europe, the Middle East and Latin America. The Firm has offices in New York, Washington, DC, Los Angeles, Mexico City, Sao Paulo, London, Moscow, Warsaw, Kyiv, Almaty, Dubai and Beijing. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Feb. 3-5, 2011 AMERICAN BANKRUPTCY INSTITUTE Caribbean Insolvency Symposium Westin Casuarina Resort & Spa, Grand Cayman Island Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 18, 2011 WHARTON RESTRUCTURING CLUB 7th Annual Wharton Restructuring and Turnaround Conference The Union League, Philadelphia, Pa. Contact: http://whartonrestructuringconference.org/ Colin McGinnis -- mcginnic@wharton.upenn.edu Adam Piekarski -- adamjp@wharton.upenn.edu Avi Robbins -- arobb@wharton.upenn.edu Feb. 24-25, 2011 AMERICAN BANKRUPTCY INSTITUTE Valcon Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 4, 2011 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Hyatt Regency Century Plaza, Los Angeles, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 7-9, 2011 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition Duberstein U.S. Courthouse, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - Florida Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10-12, 2011 AMERICAN BANKRUPTCY INSTITUTE SUCL/ Alexander L. Paskay Seminar on Bankruptcy Law and Practice Marriott Tampa Waterside, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 17-19, 2011 AMERICAN BANKRUPTCY INSTITUTE Byrne Judicial Clerkship Institute Pepperdine University School of Law, Malibu, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ April 27-29, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott, Chicago, IL Contact: http://www.turnaround.org/ May 5, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - New York City Association of the Bar of the City of New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 6, 2011 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Hilton New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ June 6, 2011 AMERICAN BANKRUPTCY INSTITUTE Canadian-American Cross-Border Insolvency Symposium Fairmont Royal York, Toronto, Ont. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: Jan. 25, 2011 ********* 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 ***