/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110222.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 22, 2011, Vol. 15, No. 52 Headlines A BRIGHTER FUTURE: Case Summary & 9 Largest Unsecured Creditors ACTION ENERGY: Fin'l Support & Forbearance Accord With Cavalon AEROFLEX INC: S&P Raises Corporate Credit Rating to 'B+' AHERN RENTALS: Missed Payment Won't Affect Moody's 'Caa2' Rating AIRGAS INC: Moody's Upgrades Rating on Senior Debt From 'Ba1' AIRTRAN HOLDINGS: Donald Smith Discloses 8.97% Equity Stake AIRTRAN HOLDINGS: Whitebox, et al., Hold 3.1% Equity Stake AMERICAN AXLE: Barrow Hanley Discloses 6.35% Equity Stake AMERICAN AXLE: TIAA-CREF Discloses 5.18% Equity Stake AMR CORP: Capital Research Discloses 9.4% Equity Stake ARROW TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors ARVINMERITOR INC: Moody's Raises Corporate Family Rating to 'B2' BEALE STREET BLUES: B.B. King Las Vegas Club Sent to Ch. 11 BEAZER HOMES: Deutsche Bank, et al., Disclose 5.56% Equity Stake BEAZER HOMES: Dimensional Fund Discloses 6.39% Equity Stake BENDER SHIPBUILDING: No Admin. Expense Status for Emeric Claim BERNARD L MADOFF: Picard Lacks Standing to Sue, Says Unicredit BLOCKBUSTER INC: Proposes Monarch Group-Led Auction for Assets BORDERS GROUP: Bankruptcy Filing Constitutes Event of Default BORDERS GROUP: Bankruptcy May Thwart Ackman's Merger Plans BORDERS GROUP: Mall Owners Seek to Appear in Bankruptcy Case BORDERS GROUP: Receives Notice of Stock Delisting From NYSE BORDERS GROUP: E-books Not to Blame, Says Simba Analyst BRIDGEVIEW AEROSOL: Has Access to Wells Fargo's Cash Until March 3 BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating BULK PETROLEUM: Suit v. Mt. Everest Goes to Trial in Dist. Court CABLEVISION SYSTEMS: ClearBridge Discloses 8.63% Equity Stake CAMPUS FOR JEWISH: Case Summary & 20 Largest Unsecured Creditors CAPITAL GROWTH: President, Interim CFO Signs Separation Agreement CAPITOL BANCORP: Dimensional Fund Discloses 4.73% Equity Stake CAPRIUS INC: Incurs $1.97-Mil. Net Loss in Dec. 31 Quarter CARTER'S GROVE: Filed for Bankruptcy to Avert Foreclosure CASTLETON PLAZA: Files for Chapter 11 Bankruptcy Protection CATALYST PAPER: Lonestar, et al., Disclose 5.2% Equity Stake CATHOLIC CHURCH: Lawyer Accuses Milw. of Hiding $75,000,000 CATHOLIC CHURCH: S.R. Schmidt Wants to Seal Docs. in Milw. Case CATHOLIC CHURCH: St. Francis Oblates Settle 2 Cases for $1.4MM CB HOLDING: Firm Offers $5.2-Mil. for Charlie Brown's Chain CENTAUR LLC: Wins OK for Plan that Cuts Debt to $260 Million CHARLES R LIVECCHI: Judge Ninfo Won't Recuse Self CHRYSLER LLC: Axed 64 Dealerships Sue U.S. for $130 Million CITADEL BROADCASTING: S&P Puts 'BB-' Rating on Watch Negative CLARENDON ALUMINA: Fitch Affirms 'B-' Issuer Default Ratings CMP SUSQUEHANNA: S&P Puts 'B-' Rating on CreditWatch Positive CORUS BANKSHARES: Voting Deadline Extended Until Feb. 25 CRESTRIDGE ESTATES: Court to Consider Case Dismissal on March 3 CUMULUS MEDIA: Dimensional Fund Discloses 7.73% Equity Stake CUMULUS MEDIA: Citadel Deal Cues Moody's Review for Upgrade CUMULUS MEDIA: S&P Puts 'B-' Rating on CreditWatch Positive DINEEQUITY INC: Loan Repricing Won't Affect Moody's 'B2' Rating DISH NETWORK: No Longer Owns Any Securities of Loral Space DOCTORS' HOSPITAL: Seek 120 Days to Present Chapter 11 Plan DP FOREST: Case Summary & 20 Largest Unsecured Creditors DYNEGY INC: Icahn Merger Deal Terminated; CEO et al. to Resign E-BRANDS RESTAURANTS: To Auction New Equity on Feb. 23 ECHO TRAILER: Case Summary & 7 Largest Unsecured Creditors ELITE PHARMACEUTICALS: Reports $5.93-Mil. Net Income in Q3 FAMILY FIRST: Security Service Acquires Credit Union FIRST METALS: Executes Deal for Sale of Heavy Equipment FORD MOTOR: State Street Discloses 11.1% Equity Stake FRONTPOINT PARTNERS: Investors Redeem $500M from Liquidated Fund GALP CNA: 3 Affiliates File Separate Plans of Reorganization GALP GRAYRIDGE: Files Proposed Reorganization Plan GARDEN OPERATION: Voluntary Chapter 11 Case Summary GENCORP INC: GenCorp Retirement Plan Holds 7.1% Equity Stake GENCORP INC: Whitebox, et al, No Longer Hold Equity GENERAL GROWTH: Alabama Mall Value Drops 52% to $159 Mil. GENERAL GROWTH: Firms Seek Final Approval of $200.3 Mil. in Fees GENERAL GROWTH: Says Solvency Doesn't Give EuroHypo Default Rate GENERAL MOTORS: Appaloosa & Green Hunt Claims Temporarily Allowed GENERAL MOTORS: NCR Says It's Unfairly Discriminated Under Plan GENERAL MOTORS: Nova Scotia Noteholders Oppose Plan Confirmation GENERAL MOTORS: NUMMI Wants 100% Recovery, Objects to Plan GOODYEAR TIRE: Fitch Affirms Issuer Default Rating at 'B+' GOTTSCHALKS INC: Court Approves Amended Liquidation Plan GRAY TELEVISION: Dimensional Fund Discloses 5.89% Equity Stake GREAT ATLANTIC & PACIFIC: Committee Info. Protocol Approved GREAT ATLANTIC & PACIFIC: Customers Want to Pursue Claims GREAT ATLANTIC & PACIFIC: Lease Rejection Rules Approved GREAT ATLANTIC & PACIFIC: Wins OK for Intercompany Transactions GROVE STREET: Court to Consider Plan Outline on February 28 GROVE STREET: Has Access to Lender's Cash Collateral Until Feb. 28 GSI GROUP: Judge Approves $3.25M Settlement in Shareholder Case GUARANTY FINANCIAL: Wins Approval of Disclosure Statement HARRY & DAVID: Hires A&M's Hong as Chief Restructuring Officer HAWKS PRAIRIE: Plan Confirmation Hearing Continued Until Feb. 25 HEADGEAR INC: Files Schedules of Assets and Liabilities HEALTHSOUTH CORP: Andrew Price Owns 4,924 Common Shares HERCULES OFFSHORE: S&P Retains 'B-' Rating on Senior Secured Debt HILLARY HARMON: Court Rules on Suit vs. Lighthouse Capital INFINITY ENERGY: Has Forbearance From Amegy Bank Until Yearend INTERNATIONAL COAL: Moody's Upgrades Corp. Family Rating to 'B2' INTERTAPE POLYMER: Inspired Tech. Damages Reduced to $700,000 IPICO INC: Files Debt Restructuring Proposal Under BIA JEMANYA CORP.: Involuntary Chapter 11 Case Summary JETBLUE AIRWAYS: Donald Smith Discloses 6.47% Equity Stake JETBLUE AIRWAYS: Goldman Sachs Discloses 6.0% Equity Stake JETBLUE AIRWAYS: Whitebox, et al., Disclose 7.2% Equity Stake JLP1 LLC: Case Summary & 2 Largest Unsecured Creditors KAMPERT DAIRY: Case Summary & 11 Largest Unsecured Creditors KAZI FOODS: Case Summary & List of Unsecured Creditors KNOLOGY INC: Refinancing Won't Affect Moody's 'B1' Rating LAB RESEARCH: Canadian Lender Gets Deloitte as Receiver LEHMAN BROTHERS: Unable to Submit Form 13-F LEVEL 3 COMMUNICATIONS: Harris Assoc. Does Not Own Any Securities MACHAPUNGA LLC: Case Summary & 7 Largest Unsecured Creditors MAGNA ENTERTAINMENT: GLG Partners Ceases to Own Class A Stock MARCO A CANTU: Court Denies Discharge Under Sec. 727(a) MAXXAM INC: Dimensional Fund Holds 7.61% Equity Stake MAXUM PETROLEUM: Moody's Withdraws All Ratings on Senior Notes MIG INC: 2nd Circ. Affirms Dismissal of Paul Weiss Suit MOHEGAN TRIBAL: Files Form 10-Q; Q4 Profit at $12.48 Million MOMENTIVE PERFORMANCE: Amends 8-K; Files Copy of Amendment Pact MOUNT VERNON: 2nd Amended Liquidation Plan Declared Effective MPG OFFICE: Robert Deutschman Does Not Own Any Securities MPG OFFICE: Goldman Sachs Holds 9.0% Equity Stake MRU HOLDINGS: Court Dismisses Shareholder Suit Against Merrill MSR RESORT: Vendors Who Continue to Provide Goods to Be Paid MXENERGY HOLDINGS: Reports $25MM Net Income for Dec. 31 Qtr. NEWLAND INTERNATIONAL: Fitch Cuts Rating to Senior Notes to 'Bsf' ORIENTAL TRADING: S&P Raises Corporate Credit Rating to 'B' OTTER TAIL: Green Plains Acquires Ethanol Plant in Fergus Falls PECAN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors PILGRIM'S PRIDE: 5th Cir. Says Clinton Can't Amend Lawsuit PLAINFIELD APARTMENTS: Court Urges Parties to Reach Agreement PRECISION OPTICS: Incurs 330,950 Net Loss in Dec. 31 Qtr. QUEPASA CORP: Amends Form S-1 Registration; Announces Pricing QUEPASA CORP: F. Levin, et al., Hold 7.9% Equity Stake QWEST COMMUNICATIONS: State Street Discloses 6.0% Equity Stake RANCHER ENERGY: Posts $1.4 Million Net Loss in Dec. 31 Quarter REOSTAR ENERGY: Incurs $989,200 Net Loss in Dec. 31 Quarter RITE AID: Moody's Assigns 'B3' Rating to $343 Mil. Senior Loan ROUND TABLE: Asks for OK to Assume Beverage Distributor Contracts ROUND TABLE: Asks Court to Okay Lease Rejection Procedures SAKS INC: S&P Raises Corporate Credit Rating to 'BB-' SANSWIRE CORP: J. Sawyers Has Option to Buy 1.5MM Common Shares SERENA SOFTWARE: S&P Assigns 'B+' Rating to Extended Loan SHAMROCK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors SHREE AMBA: Case Summary & 2 Largest Unsecured Creditors SMART AND FINAL: Sprouts Farmers Deal Won't Affect Moody's Ratings SOUTHERN STATES: S&P Affirms 'B+' Corporate Credit Rating SPANISH POINT: Unsecured Creditors to be Paid Over 3-Year Period STARPOINTE ADERRA: Unsecureds to Obtain Pro Rata Share of $600,000 SUMMIT BUSINESS: Files Plan; Unsecureds to Share in $100,000 SUNSET VILLAGE: Plan Proposes to Pay Unsecureds Over Time SUNSET VILLAGE: Has Interim Use of Cash Collateral Until March 1 TERRESTAR CORP: Proposes $13 Million of DIP Financing TERRESTAR CORP: Seeks Access to Lenders' Cash Collateral TERRESTAR NETWORKS: Withdraws Echostar-Backed Plan TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan TRICO MARINE: Court Okays Settlement Relating to Claims and Equity TRICO MARINE: H Partners Ceases to Own Shares of Common Stock TRICO MARINE: Goldman Sachs Asset Owns 6.4% of Common Stock TRICO MARINE: Goldman Sachs Group Owns 8.5% of Common Stock TRONOX INC: Loeb Arbitrage Owns 0.33% of Class A Common Stock TRONOX INC: Trafelet Capital Owns 0.4% of Class B Common Stock TUP 430: Case Summary & 5 Largest Unsecured Creditors UNIFI INC: S. Present Appointed to Board of Directors UNIGENE LABORATORIES: Presented at 13th Annual BIO Conference UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B' UNIVAR INC: Moody's Assigns 'B2' Rating to New Term Loan B USA COMMERCIAL: Deloitte Granted Summary Judgment in Trust Suit USG CORP: Brian Kenney Does Not Own Any Securities WASHINGTON MUTUAL: JP Morgan, FDIC Seek to Shake $10-Bil. Lawsuit WASHINGTON MUTUAL: FDIC Warns Former Bank Execs of Possible Suit WIKILOAN INC: Spider Investments Owns 22.2 Million Common Shares WILLBROS UNITED: Moody's Cuts Corporate Family Rating to 'B3' WORKFLOW MANAGEMENT: Faces Objection From PBGC & IRS Over Plan WORKFLOW MANAGEMENT: PBGC Will Assume Relizon's Pension Plan WREN ALEXANDER: Court Grants IRS's Tax Lien Over Asset ZALKIN INC: Voluntary Chapter 11 Case Summary * Judge Issues Report in $24-Bil. Suit Against Credit Suisse * Andrews Kurth Names Robin Russell Managing Partner * Large Companies With Insolvent Balance Sheets ********* A BRIGHTER FUTURE: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: A Brighter Future, Child Development and Learning Center, Inc. 27609 Kirkwood Circle Wesley Chapel, FL 33544 Bankruptcy Case No.: 11-02759 Chapter 11 Petition Date: February 18, 2011 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $784,453 Scheduled Debts: $1,632,630 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-02759.pdf The petition was signed by Vinea Hurdle, president. ACTION ENERGY: Fin'l Support & Forbearance Accord With Cavalon -------------------------------------------------------------- Action Energy Inc. and Cavalon Capital Partners Inc. executed a Financial Support and Forbearance Agreement on Feb. 17, 2011. Action owes Cavalon $2,746,604 with interest accruing thereon at the rate of prime plus 2.5%. Cavalon holds various security interests granted by Action to secure repayment of the Debt. Pursuant to the Support Agreement, Cavalon has agreed to provide the financial support Action requires to enter into and perform the terms of the agreement Action and 2980622 Canada Inc. entered into with a group of labour and management services companies, as a component of a labor restructuring being undertaken by the Labour Companies. Cavalon also has agreed to provide Action with ongoing financial support as Action undertakes the reorganization and revitalization of its business and affairs. Cavalon has also agreed to deliver to Action an income producing oil and gas property to provide Action with monthly cash flow. Cavalon has agreed that it will forbear in the enforcement of its Security so as to permit Action to retain as working capital a portion of the proceeds that may be received under the terms of the Agreement, to retain the income derived from the Property and to retain future receipts. Cavalon has also agreed to terminate the interest accruing on the Debt. Cavalon's financial support and forbearance are conditional upon Action repaying a portion of the Debt from the proceeds that may be derived from the Agreement. Action and Cavalon have agreed that the most efficient way to achieve most of the Debt repayment and the transfer of the Property from Cavalon to Action is for Action to acquire all of the issued and outstanding shares of Cavalon. At the time of the acquisition of the Cavalon shares, Cavalon will hold a portion of the Action Debt and the Property. The Action Debt will be reduced by the purchase price of the Cavalon shares. The balance of the Debt and the Security will be assigned to a corporation to be formed and to be named Cavalon Capital Corp. Following the acquisition of the Cavalon shares, Action will also make a payment to a third party at the direction of Cavalon and Corp. and the Debt will be further reduced by the amount of that payment. The balance of the Debt and the Security will continue to be held by Corp. and Corp. will adopt and implement the support and forbearance terms contained in the Support Agreement. A director and officer of Action, Greg Matthews, is a shareholder of Cavalon and Action's purchase of the Cavalon shares will be a related party transaction. The determination of the amount of the Debt repayment and Action's acquisition of the Cavalon shares will occur following the closing of the Agreement. To contact Action: David Tonken, President Action Energy Inc. Telephone: 778-426-3329 E-mail: tonken@icrossroads.com Calgary, Alberta-based Action Energy Inc. (NEX:AEC.H) is an oil and gas company engaged in production and exploration activities. AEROFLEX INC: S&P Raises Corporate Credit Rating to 'B+' -------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Plainview, N.Y.-based Aeroflex Inc. to 'B+' from 'B'. The rating was removed from CreditWatch, where it was placed with positive implications on Nov. 11, 2010, following the company's announcement that it would raise an estimated $250 million via an IPO and use the proceeds to reduce its debt. At the same time, S&P revised its recovery rating on Aeroflex's first-loss term loan B-2 to '1' from '2'. The '1' recovery rating indicates S&P's expectation of very high (90%-100%) recovery for lenders in the event of a payment default. S&P raised its issue- level rating on this debt to 'BB' -- two notches higher than the 'B+' corporate credit -- from 'B+', in accordance with its notching criteria for a '1' recovery rating. S&P raised all other existing issue-level ratings on the company by one notch, in conjunction with the one-notch upgrade the corporate credit rating, while the recovery ratings on these issues remain unchanged. AHERN RENTALS: Missed Payment Won't Affect Moody's 'Caa2' Rating ---------------------------------------------------------------- Moody's Investors Service says Ahern Rentals Inc.'s corporate family rating of Caa2 and probability of default rating of Caa3 are not currently affected by the announcement that on February 15, 2011, the company did not make the scheduled $10.9 million interest payment on the $238 million outstanding 9.25% second priority senior secured notes due August 2013. The indenture governing Ahern's second priority notes allows for a 30- day grace period to make the interest payment. Failure to make the interest payment within the grace period would likely constitute a default, as per Moody's definition of default. Moody's last rating action for Ahern occurred on August 26, 2010, when the company's probability of default rating was downgraded to Caa3 with a negative outlook and the SGL lowered to 4. Ahern Rentals, Inc., headquartered in Las Vegas, NV, is an equipment rental company with a network of 71 branches in the United States. The company specializes in high reach equipment. For the twelve months ended Sept. 30, 2010, Ahern reported revenues of $283 million. AIRGAS INC: Moody's Upgrades Rating on Senior Debt From 'Ba1' ------------------------------------------------------------- Moody's Investors Service raised the Issuer Rating of Airgas Inc. to Baa2 from Baa3. Moody's also upgraded its guaranteed senior unsecured debt to Baa2 from Baa3 and its senior subordinated debt ratings to Baa3 from Ba1. These actions reflect the termination of an unsolicited takeover offer by Air Products and Chemicals, Inc. and the announcement of a $300 million share buyback program earlier this week. Airgas' ratings were placed under review following the announcement of the unsolicited takeover offer by Air Products in February 2010. The rating outlook is stable. John Rogers, Senior Vice President at Moody's stated, "Airgas' financial metrics have improved significantly over the past year despite the uncertainty created by the takeover offer; it business has continued to rebound more strongly than the overall U.S. economy." Ratings Rationale Airgas' rating upgrade reflect its strengthening financial performance, solid free cash flow generation along with the expectation that the company will not pursue further large debt financed share buyback programs. Airgas' Baa2 ratings are also supported by the company's leading market share in packaged gases in North America, increasing customer density due to bolt-on acquisitions and the stability of its earnings and cash flow, The company's stable financial performance is largely due to an annuity-like rental income (over $500 million) from its cylinders and tanks, as well as high margin gas sales. The stable outlook reflects Moody's expectation that shareholder remuneration will remain a higher priority that debt reduction over the next year or two and that credit metrics will strengthen much more slowly than over the past year. Airgas' ratings could be raised if Debt/EBITDA falls sustainably below 2.5x, Retained Cash Flow/Debt rises above 25% and Free Cash Flow/Debt rises above 12%. There could be negative pressure on the ratings if the company announces additional large debt financed share repurchases. Ratings upgraded: Airgas Inc. -- Issuer rating to Baa2 from Baa3 -- Senior unsecured notes to Baa2 from Baa3 -- Senior subordinated notes to Baa3 from Ba1 Airgas Inc., headquartered in Radnor, PA, is the largest independent distributor of industrial, medical and specialty gases and related equipment in North America. Airgas reported $4.1 billion in revenue for the LTM ending Sept. 30, 2010. AIRTRAN HOLDINGS: Donald Smith Discloses 8.97% Equity Stake ----------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Donald Smith & Co. Inc. disclosed that it beneficially owns 12,155,063 shares of common stock of AirTran Holdings, Inc. representing 8.97% of the shares outstanding. The number of shares outstanding of the Company's common stock as of Jan. 31, 2011, was 135,668,598 shares. About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion in total assets, $1.64 billion in total liabilities and $539.36 million in total stockholders' equity. * * * AirTran carries 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's. At the end of September 2010, Moody's said it has placed AirTran's corporate family rating under review for possible upgrade, after the announcement that Southwest Airlines, Inc., has entered into a definitive agreement to acquire 100% of the outstanding common stock of AirTran for cash and common stock totaling $1.4 billion. On Sept. 27, 2010, AirTran announced that it reached an agreement to sell itself to higher-rated Southwest Airlines for cash and Southwest stock. Southwest values the transaction at $3.2 billion including assumed AirTran debt and aircraft leases. Southwest forecasts annual revenue and cost synergies exceeding $400 million once the airlines' operations are combined by 2013. Southwest also sees one-time transaction costs of $300 million to $500 million. The companies indicated that a closing would not occur until sometime in the first half of 2011. "In its view, the combination would weaken Southwest's financial profile, which S&P characterize as intermediate -- the strongest among rated U.S. airlines," said Standard & Poor's credit analyst Philip Baggaley, in September 2010. "Southwest's operating and financial performance has improved in 2010, with EBITDA interest coverage increasing to 4.6x for the 12 months ended June 30, 2010, from 3.6x a year earlier and funds from operations to debt increasing to 20% from 12%. While these are still below appropriate levels for the rating category, S&P expects the improving operating trend to result in increasing levels over the next several quarters. AirTran has substantial operating lease commitments (around $2 billion), since, unlike Southwest, it does not own many of its aircraft. These commitments would be assumed by Southwest, significantly increasing its lease-adjusted debt obligations." AIRTRAN HOLDINGS: Whitebox, et al., Hold 3.1% Equity Stake ---------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Whitebox Advisors, LLC, et al., disclosed that they beneficially own 4,347,396 shares of common stock of AirTran Holdings Incorporated representing 3.1% of the shares outstanding. The number of shares outstanding of the Company's common stock as of January 31, 2011, was 135,668,598 shares. About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion in total assets, $1.64 billion in total liabilities and $539.36 million in total stockholders' equity. * * * AirTran carries 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's. At the end of September 2010, Moody's said it has placed AirTran's corporate family rating under review for possible upgrade, after the announcement that Southwest Airlines, Inc., has entered into a definitive agreement to acquire 100% of the outstanding common stock of AirTran for cash and common stock totaling $1.4 billion. On Sept. 27, 2010, AirTran announced that it reached an agreement to sell itself to higher-rated Southwest Airlines for cash and Southwest stock. Southwest values the transaction at $3.2 billion including assumed AirTran debt and aircraft leases. Southwest forecasts annual revenue and cost synergies exceeding $400 million once the airlines' operations are combined by 2013. Southwest also sees one-time transaction costs of $300 million to $500 million. The companies indicated that a closing would not occur until sometime in the first half of 2011. "In its view, the combination would weaken Southwest's financial profile, which S&P characterize as intermediate -- the strongest among rated U.S. airlines," said Standard & Poor's credit analyst Philip Baggaley, in September 2010. "Southwest's operating and financial performance has improved in 2010, with EBITDA interest coverage increasing to 4.6x for the 12 months ended June 30, 2010, from 3.6x a year earlier and funds from operations to debt increasing to 20% from 12%. While these are still below appropriate levels for the rating category, S&P expects the improving operating trend to result in increasing levels over the next several quarters. AirTran has substantial operating lease commitments (around $2 billion), since, unlike Southwest, it does not own many of its aircraft. These commitments would be assumed by Southwest, significantly increasing its lease-adjusted debt obligations." AMERICAN AXLE: Barrow Hanley Discloses 6.35% Equity Stake --------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Barrow, Hanley, Mewhinney & Strauss, LLC, disclosed that it beneficially owns 4,529,426 shares of common stock of American Axle & Manufacturing Holdings, Inc. representing 6.35% of the shares outstanding. As of Feb. 7, 2011, the number of shares of the Company's Common Stock, $0.01 par value, outstanding was 73,240,347 shares. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. AXL has financial support from GM, its largest customer which accounted for 78% of sales in 2009. The Company's balance sheet at Dec. 31, 2010 showed $2.11 billion in total assets, $2.58 billion in total liabilities and a $468.10 million stockholders' deficit. * * * In September 2010, Standard & Poor's Ratings Services raised its corporate credit rating on American Axle & Manufacturing Holdings to 'B+' from 'B-'. The outlook is stable. "The upgrade reflects S&P's opinion that American Axle's credit measures will improve further in 2011 under the gradual recovery in North American auto demand, and that the company's gross margins will expand more than S&P previously expected," said Standard & Poor's credit analyst Larry Orlowski. The company's second-quarter results improved significantly over those of 2009. Revenue was $559.6 million, more than twice as much as second-quarter sales a year ago, reflecting improving light-vehicle demand and extended shutdowns of GM and Chrysler in 2009. In August 2010, Moody's Investors Service raised American Axle's Corporate Family Rating and Probability of Default Rating to 'B2' from 'Caa1'. The raising of American Axle's CFR rating to B2 reflects the company's improved operating performance over the past two quarters and Moody's belief that this improvement will be sustained over the intermediate term, supported by stable automotive vehicle production in North America and cost structure improvements completed by the company in 2009. These conditions no longer support the default risk indicated by the Caa rating. AMERICAN AXLE: TIAA-CREF Discloses 5.18% Equity Stake ----------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, TIAA-CREF Investment Management, LLC, disclosed that it beneficially owns 3,699,938 shares of common stock of American Axle & Mfg Holdings representing 5.18% of the shares outstanding. Teachers Advisors, Inc., also owns 2,717,387 shares or a 3.81% equity stake. As of Feb. 7, 2011, the number of shares of the Company's Common Stock, $0.01 par value, outstanding was 73,240,347 shares. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. AXL has financial support from GM, its largest customer which accounted for 78% of sales in 2009. The Company's balance sheet at Dec. 31, 2010 showed $2.11 billion in total assets, $2.58 billion in total liabilities and a $468.10 million stockholders' deficit. * * * In September 2010, Standard & Poor's Ratings Services raised its corporate credit rating on American Axle & Manufacturing Holdings to 'B+' from 'B-'. The outlook is stable. "The upgrade reflects S&P's opinion that American Axle's credit measures will improve further in 2011 under the gradual recovery in North American auto demand, and that the company's gross margins will expand more than S&P previously expected," said Standard & Poor's credit analyst Larry Orlowski. The company's second-quarter results improved significantly over those of 2009. Revenue was $559.6 million, more than twice as much as second-quarter sales a year ago, reflecting improving light-vehicle demand and extended shutdowns of GM and Chrysler in 2009. In August 2010, Moody's Investors Service raised American Axle's Corporate Family Rating and Probability of Default Rating to 'B2' from 'Caa1'. The raising of American Axle's CFR rating to B2 reflects the company's improved operating performance over the past two quarters and Moody's belief that this improvement will be sustained over the intermediate term, supported by stable automotive vehicle production in North America and cost structure improvements completed by the company in 2009. These conditions no longer support the default risk indicated by the Caa rating. AMR CORP: Capital Research Discloses 9.4% Equity Stake ------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Capital Research Global Investors disclosed that it beneficially owns 31,319,699 shares of common stock of AMR Corporation representing 9.4% of the shares outstanding. As of Feb. 9, 2011, 333,435,431 shares of the Company's common stock were outstanding. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet at Sept. 30, 2010, showed $25.36 billion in total assets, $8.94 billion in total liabilities, $9.01 in billion of long-term debts, $503.0 million in obligations under capital lease, $7.41 billion pension and post-retirement benefits, $3.14 billion in other liabilities, and a stockholders' deficit of $3.64 billion. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. ARROW TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Arrow Technologies, LLC 2110 Maples Place Highlands Ranch, CO 80129 Bankruptcy Case No.: 11-12979 Chapter 11 Petition Date: February 18, 2011 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Howard R. Tallman Debtor's Counsel: Robert J. Shilliday, III, Esq. KUTNER MILLER BRINEN, P.C. 303 E. 17th Ave., Ste. 500 Denver, CO 80203 Tel: (303) 832-3219 Fax: (303) 832-1510 E-mail: rjs@kutnerlaw.com Scheduled Assets: $218,591 Scheduled Debts: $1,538,727 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob11-12979.pdf The petition was signed by Michelle Barker, owner. ARVINMERITOR INC: Moody's Raises Corporate Family Rating to 'B2' ---------------------------------------------------------------- Moody's Investors Service raised the Corporate Family and Probability of Default ratings of ArvinMeritor, Inc., to B2 from B3. In a related action, Moody's raised the rating on the senior secured revolving credit facility to Ba2 from Ba3, and raised the ratings on the senior unsecured notes to B3 from Caa1. ArvinMeritor's Speculative Grade Liquidity Rating was affirmed at SGL-3. The rating outlook is stable. Ratings raised: * Corporate Family Rating, to B2 from B3; * Probability of Default Rating, to B2 from B3; * Senior secured bank debt, to Ba2 (LGD1, 4%) from Ba3 (LGD1, 4%); * Senior unsecured notes, to B3 (LGD4, 58%) from Caa1 (LGD4, 58%); * Shelf unsecured notes, to B3 (LGD4, 58%) from (P)Caa1 (LGD4, 58%) Rating affirmed: * Speculative Grade Liquidity Rating, at SGL-3 Ratings Rationale The upgrade of ArvinMeritor's Corporate Family Rating to B2 reflects the company's improving credit metrics over the recent quarters combined with Moody's expectation that recovering economic trends will support increasing commercial vehicle demand over the near-term. In January 2011 the company sold its Body Systems group which will permit management to focus on further strengthening performance of the commercial vehicle and industrial segments. With about 50% of total revenues derived from North America, ArvinMeritor is positioned to benefit from higher commercial vehicle orders, supported by increasing freight volumes, and an aging vehicle fleet. In addition, the company's exposure to other regional growth markets, such as South America (about 15% of revenues) and Asia (about 14%), is expected to help lift profitability over the near-term. The stable rating outlook incorporates the expectation that ArvinMeritor's profitability and credit profile should continue to demonstrate gradual improvement over the near-term with improving commercial vehicle demand. ArvinMeritor will need to maximize earnings and cash flow generation during the coming months in order to address debt maturities in 2012 and increasing cash needs to finance growth. For the LTM period ending Dec. 31, 2010, ArvinMeritor's EBIT/Interest coverage (including Moody's standard adjustments) approximated 1.2x and free cash flow/debt approximated 1%. ArvinMeritor's liquidity profile over the near-term is expected to remain adequate, supported by cash balances and availability under the company's senior secured revolving credit facility. As of Dec. 31, 2010, cash balances were $276 million. The company's $539 million senior secured revolving credit facility was unused with approximately $13 million of letters of credit outstanding. Total commitments under this facility will reduce to $396 million in June 2011 and mature in January 2014. The principal financial covenant is a senior secured leverage test which is expected to have sufficient cushion to permit access to the full revolver over the near-term. The facility also incorporates an availability limitation based on available collateral securing the facility which is also expected to support usage of the committed amounts over the near-term. Negative covenants under the revolver limit both annual and cumulative amounts of asset sales. Liquidity is also supported by a $125 million U.S. securitization program maturing in October 2013 which was unused at Dec. 31, 2010. The company's cash balances and committed availability may be required to support large cash needs over the near-term, including working capital and capital reinvestment to support increased commercial vehicle demand in 2011. In addition, approximately $84 million of senior notes matures in March 2012. Moody's also notes that ArvinMeritor had approximately $242million outstanding under short-term off-balance sheet factoring and securitization programs as of Dec. 31, 2010. Future events that have the potential to improve ArvinMeritor's ratings include improving production levels in the company's global commercial vehicle end-markets, or further enhancement of operating margins, resulting in consistent free cash flow generation and EBIT/interest improving to above 2.0x. Future events that have the potential to drive ArvinMeritor's outlook or ratings lower include deterioration in global commercial vehicle production without offsetting restructuring actions, or deteriorating liquidity. Lower ratings could arise from the above considerations, or if EBIT/Interest coverage is sustained at or below 1.5x times. ArvinMeritor, Inc., headquartered in Troy, MI, is a global supplier of a broad range of integrated systems, modules and components serving light vehicles, commercial trucks, trailers, and specialty original equipment manufacturers, as well as certain aftermarkets. Revenues for fiscal year-end September 2010 were $3.6 billion. BEALE STREET BLUES: B.B. King Las Vegas Club Sent to Ch. 11 ----------------------------------------------------------- Beale Street Blues Company Las Vegas, LLC, which has sought Chapter 11 protection, is the owner of the B.B. King restaurant and live music club in Las Vegas. The Chapter 11 filing, according to Jonathan Stempel at Reuters, comes as Las Vegas tries to recover after being hit hard in the recent economic downturn, hurt by declines in tourism and a glut of hotel rooms and casinos. Nevada also has one of the nation's highest residential foreclosure rates. According to the Toronto Sun, the club, named for the blues legend B.B. King, is part of a group of companies based in Memphis, Tennessee. Other B.B. King locations in Memphis; Nashville; Orlando, Florida; and West Palm Beach, Florida, are not involved in the filing. Mr. King, the blues guitarist and music legend, is not involved in management of the Las Vegas club. Beale Street Blues disclosed assets of $2.5 million and liabilities of $3.8 million. The Daily News reports that the largest unsecured creditor listed in the filing is Beale Street Blues Co. Inc., 143 Beale St., which claims it is owed $2.5 million. The Mirage hotel and casino, where the Las Vegas club is located, is among the unsecured creditors listed with an indication that the amount is disputed. The other unsecured creditors are contractors from other states and vendors from California and Nevada, as well as the state of Nevada, which collects taxes on the club. Beale Street Blues filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 11-21619) on Memphis, Tennessee on Feb. 16, 2011. Jonathan E. Scharff, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis, serves as counsel to the Debtor. BEAZER HOMES: Deutsche Bank, et al., Disclose 5.56% Equity Stake ---------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Deutsche Bank AG, et al., disclosed that they beneficially own 4,222,819 shares of common stock of Beazer Homes USA Inc. representing 5.56% of the shares outstanding. There were 76,372,805 shares of common stock outstanding of the Company at Jan. 31, 2011. About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." * * * Beazer carries (i) a 'B-' issuer credit rating, with "stable" outlook, from Standard & Poor's, (ii) 'Caa1' probability of default and long term corporate family ratings from Moody's, and (iii) 'B-' issuer default rating, with stable outlook, from Fitch Ratings. Fitch said in November 2010 that the ratings and Outlook for Beazer reflect the company's healthy liquidity position, improved capital structure as well as the challenges still facing the housing market. Fitch expects existing home sales will decline 7.5% in 2010 and increase 6% in 2011. S&P said in November 2010 that although Beazer's business and liquidity profiles have improved, S&P doesn't anticipate raising its ratings on the company over the next 12 months because S&P expects costs associated with the company's heavy debt load will weigh on profitability. The 'Caa1' corporate family rating reflects Moody's expectation that Beazer has reduced costs sufficiently that it will continue to reduce losses in fiscal 2011. The impairments and other charges are likely to be less material going forward, given the company's improving gross margin performance, stabilizing pricing environment, and increasing absorptions. However, Moody's expectation is that Beazer's cash flow performance will weaken in 2011, as the benefits of inventory liquidation have largely played out. The ratings also reflect the company's extended debt maturity profile, improved Moody's-adjusted debt leverage, and increased net worth position. BEAZER HOMES: Dimensional Fund Discloses 6.39% Equity Stake ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Dimensional Fund Advisors LP disclosed that it beneficially owns 4,837,904 shares of common stock of Beazer Homes USA Inc. representing 6.39% of the shares outstanding. There were 76,372,805 shares of common stock outstanding of the Company at Jan. 31, 2011. About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." * * * Beazer carries (i) a 'B-' issuer credit rating, with "stable" outlook, from Standard & Poor's, (ii) 'Caa1' probability of default and long term corporate family ratings from Moody's, and (iii) 'B-' issuer default rating, with stable outlook, from Fitch Ratings. Fitch said in November 2010 that the ratings and Outlook for Beazer reflect the company's healthy liquidity position, improved capital structure as well as the challenges still facing the housing market. Fitch expects existing home sales will decline 7.5% in 2010 and increase 6% in 2011. S&P said in November 2010 that although Beazer's business and liquidity profiles have improved, S&P doesn't anticipate raising its ratings on the company over the next 12 months because S&P expects costs associated with the company's heavy debt load will weigh on profitability. The 'Caa1' corporate family rating reflects Moody's expectation that Beazer has reduced costs sufficiently that it will continue to reduce losses in fiscal 2011. The impairments and other charges are likely to be less material going forward, given the company's improving gross margin performance, stabilizing pricing environment, and increasing absorptions. However, Moody's expectation is that Beazer's cash flow performance will weaken in 2011, as the benefits of inventory liquidation have largely played out. The ratings also reflect the company's extended debt maturity profile, improved Moody's-adjusted debt leverage, and increased net worth position. BENDER SHIPBUILDING: No Admin. Expense Status for Emeric Claim -------------------------------------------------------------- Bankruptcy Judge Margaret A. Mahoney denied the application of Emeric, Inc., for an order allowing its claim of $38,439 as an administrative expense pursuant to 11 U.S.C. Sec. 503(a) and (b)(1)(A) in the bankruptcy case of Bender Shipbuilding & Repair, Co., Inc. Prior to Bender's bankruptcy, Emeric provided prescription drugs to Bender's worker's compensation claimants. Emeric claims it provided $38,439 of drug benefits to worker's compensation claimants after Bender's bankruptcy filing for which Emeric has not been reimbursed. Bender claims, and Emeric cannot prove otherwise, that all of the worker's compensation claimants to whom prescription drugs were furnished were recipients of worker's compensation before June 9, 2009, the date of the bankruptcy filing, according to the court ruling. Bender filed a motion on July 1, 2009, requesting authority to pay worker's compensation claims. That motion was granted on July 2, 2009. Between August 18, 2009, and March 12, 2010, Bender paid Emeric $87,337 for prescription drugs. The $38,439 claimed is the amount remaining unpaid. Emeric argues that since Bender paid over two-thirds of its claim before stopping, the Debtor cannot deny that the remainder is owed as an administrative expense pursuant to the Court's July 2, 2009 order. Emeric also argues that the claim is a proper administrative claim pursuant to Secs. 503(a) and (b)(1)(A) in any event since Bender, by state law, had to have worker's compensation insurance coverage to operate. Bender argues that all of the benefits would go to pay a prepetition debt of Bender to employees injured prefiling. Whatever prepetition agreements the worker's compensation beneficiaries had with Bender, the agreements were "rejected, terminated and discharged" by Bender's plan. In her ruling, Judge Mahoney held that Emeric's claim is not an administrative expense. Bender's partial payment of the claim was fortuitous for Emeric, but did not establish a right to payment of the entire claim under the law or the plan. A copy of Judge Mahoney's February 17, 2011 order is available at http://is.gd/ivcOmLfrom Leagle.com. About Bender Shipbuilding On June 9, 2009, three creditors filed an involuntary Chapter 7 petition (Bankr. S.D. Ala. Case No. 09-12616) against Mobile, Ala.-based Bender Shipbuilding & Repair Co. -- http://www.bendership.com/-- and on July 1, 2009, Bender consented to voluntary conversion of the involuntary chapter 7 proceeding to a chapter 11 proceeding. The Debtor sold substantially all of its assets in late-2009 to Dallas-based SunTX Capital Partners. The Court confirmed the Debtor's Plan of Liquidation for the Debtor on Dec. 9, 2010. The Plan became effective as of Dec. 27, 2010. BERNARD L MADOFF: Picard Lacks Standing to Sue, Says Unicredit -------------------------------------------------------------- Bankruptcy Law360 reports that UniCredit SpA has hit back at Bernard L. Madoff trustee Irving Picard, questioning his standing to bring a $60 billion fraud suit against the Italy-based bank and other defendants and requesting that the case be moved out of bankruptcy court. The Troubled Company Reporter on Aug. 17, 2010 reported that according to Erik Larson at Bloomberg News, Mr. Picard, the trustee liquidating Bernard L. Madoff Investment Securities LLC, said he is probing for possible claims a UniCredit SpA unit that invested $1.1 billion of client money in Bernard Madoff "feeder funds". Mr. Picard said in filing with the U.S. Bankruptcy Court in New York that an ex-employee of the UniCredit unit, Pioneer Alternative Investment Management in Dublin, should be forced to give testimony about the unit's internal examinations of the funds. 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 Dec. 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 Feb. 18, 2011, a total of US$6.85 billion in claims by investors has been allowed, with US$791.1 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. BLOCKBUSTER INC: Proposes Monarch Group-Led Auction for Assets -------------------------------------------------------------- Blockbuster Inc. has initiated a process to sell the Company, which it believes represents the best means of maximizing value for Blockbuster's stakeholders. In conjunction with this process, Blockbuster has entered into an asset purchase agreement with a "stalking horse" bidder, Cobalt Video Holdco, LLC, a limited liability company formed by funds managed by Monarch Alternative Capital LP, Owl Creek Asset Management LP, Stonehill Capital Management LLC and Varde Partners, Inc., each of which is a secured noteholder of the Company. In addition, Blockbuster has filed a motion seeking authorization from the U.S. Bankruptcy Court for the Southern District of New York to conduct an auction process for the Company. The auction process is designed to achieve the highest and best offer for the Company's assets and would be conducted under the Court's supervision and in accordance with Section 363 of the U.S. Bankruptcy Code. The Cobalt agreement serves as the "stalking horse" bid in the auction, which sets the floor or minimum acceptable bid. Blockbuster expects that its U.S. operations, including a majority of its stores, DVD vending kiosks, by-mail and digital businesses, will continue to serve customers in the ordinary course during the sale process. The Company's international operations in Canada, Denmark, Italy, Mexico, and the United Kingdom are also expected to conduct business as usual during the sale process. Blockbuster franchise locations in both the U.S. and abroad are independently owned, operated and funded, and will also continue normal business operations. Jim Keyes, Chairman and Chief Executive Officer, commented, "By initiating a sale process at this time, we intend to accelerate our Chapter 11 proceedings and move the Company forward. An auction will allow the Company to invite competing bids from both strategic and financial investors. This will also allow for the consolidation of ownership of the Company to those with a clear and focused vision for Blockbuster's future." He continued, "The purchaser will be able to take full advantage of Blockbuster's many strengths, which include an internationally recognized brand name, an exceptional library of more than 125,000 titles, millions of loyal customers, and a multi-channel content distribution platform. Because of its ability to deliver physical content and digital content, Blockbuster can offer customers the unique ability to access any movie, any time." Under terms of the Definitive Asset Purchase Agreement with respect to the transaction between the Company and the investor group, Cobalt has agreed to purchase substantially all of the assets of Blockbuster Inc. and its U.S. and international subsidiaries for $290 million, subject to adjustment. The APA has been filed with the Court today. The transaction is subject to the approval of the Bankruptcy Court and the satisfaction of customary closing conditions. The bidding procedures, if approved by the Court, would require other interested parties to submit binding offers to acquire the Company within approximately 30 days following such approval. Such parties could include additional financial and/or strategic bidders. Assuming qualified bids are submitted, an auction would be held within approximately one week of the bid deadline. A final sale approval hearing is anticipated to take place shortly after the auction with the closing anticipated to occur no later than April 20, 2011. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. In its latest monthly operating report filed with the Bankruptcy Court, Blockbuster disclosed $1.066 billion in assets, $422.2 million in liabilities not subject to compromise and $1.165 billion in liabilities subject to compromise, and a deficit of $533.8 million as of Nov. 28, 2010. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Bankruptcy Filing Constitutes Event of Default ------------------------------------------------------------- In a regulatory filing with the U.S. Securities and Exchange Commission, Borders Group, Inc., acknowledged that the filing of its Chapter 11 petition constituted an event of default under its pre-bankruptcy Credit Agreement and Term Loan Agreement with certain lenders. Borders Executive Vice President and Chief Financial Officer Scott Henry relates that the Credit Agreement and Term Loan Agreement each provide that as a result of the filing of the Chapter 11 petitions, all principal, interest and other amounts due thereunder will become immediately due and payable. The Debtors believe that any efforts to enforce those payment obligations under the Prepetition Credit Agreement and Prepetition Term Loan Agreement have been stayed in accordance with the automatic stay provisions of the Bankruptcy Code as a result of the filing of the Chapter 11 Petitions. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Bankruptcy May Thwart Ackman's Merger Plans ---------------------------------------------------------- Borders Group, Inc.'s Chapter 11 filing on Feb. 16, 2011, may be a major obstacle to William Ackman's vision to merge the bankrupt bookstore company with Barnes & Noble Inc., according to analysts, Matthew Townsend of Bloomberg News reported. Bloomberg disclosed that Mr. Ackman offered to help Borders to fund an all-cash acquisition of Barnes & Noble in December 2010, at $16 a share, valuing the chain at about $960 million. Barnes & Noble declined to respond at that time, the report disclosed. According to Peter Wahlstrom, an analyst at Chicago-based Morningstar Investment Services, Barnes & Noble will avoid a Borders purchase because the chain does not have an appealing digital reading business or much attractive real estate, Bloomberg related. Instead, Barnes & Noble may seek to benefit from the more than $500 million in sales Borders' collapse will free up, Bloomberg noted. Mr. Wahlstrom also noted, Bloomberg reported, that Barnes & Noble has not expressed an interest to expand the number of its stores and is focused on the digital reading. Barnes & Noble is closing stores, cutting its number by 10% over the last four years, Bloomberg stated. Mr. Ackman owns a 15% stake in Borders by virtue of his being a managing member of Pershing Square Capital Management, L.P. Pershing, on the other hand, owns a 31.3% stake in Borders. Mr. Ackman's stake in Borders might be wiped out in bankruptcy. According to Bloomberg, Mr. Ackman stated that this month he lost $125 million on his Borders stake. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Mall Owners Seek to Appear in Bankruptcy Case ------------------------------------------------------------ Simon Property Group, Inc., and GGP Limited Partnership, as direct and indirect owner of landlord or managing agent for certain malls of General Growth Properties, Inc., filed separate notices of appearance and requests for copies of all notices and pleadings in Borders Group, Inc.'s Chapter 11 case. Simon and GGP are landlords of Borders. Specifically, GGP disclosed that it is a landlord for these Borders-owned stores, representing 5% of Borders' total store count: Property Tenant Name -------- ----------- Alderwood Borders Books & Music Bayshore Mall Borders Books & Music Boise Towne Square Borders Books & Music Chapel Hills Mall Borders Books & Music Mall of Louisiana Borders Books & Music Northridge Fashion Center Borders Books & Music Park City Center Borders Books & Music Park Meadows Borders Books & Music Park Place Borders Books & Music Pinnacle Hills Promenade Borders Books & Music Providence Place Borders Books & Music Southland Center MI Borders Books & Music Southwest Plaza Borders Books & Music Stonestown Galleria Borders Books & Music Village of Merrick Park Borders Books & Music West Oaks Mall Borders Books & Music Salem Center Borders Express Silver City Galleria Borders Express Staten Island Mall Phase I Borders Express Steeplegate Mall Borders Express The Mall in Columbia Borders Express Three Rivers Mall Borders Express Valley Plaza Mall CA Borders Express White Marsh Mall Borders Express Chapel Hills Mall Borders, Inc. Pine Ridge Mall Borders, Inc. The Boulevard Mall Borders, Inc. The Boulevard Mall Borders, Inc. Colony Square Mall Waldenbooks Eastridge Mall WY Waldenbooks Lakeside Mall Waldenbooks Oxmoor Center Waldenbooks Pine Ridge Mall Waldenbooks Washington Park Mall Waldenbooks Westwood Mall Waldenbooks Woodbridge Center Waldenbooks About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Receives Notice of Stock Delisting From NYSE ----------------------------------------------------------- Borders Group, Inc., informed the U.S. Securities and Exchange Commission that it received a notice on Feb. 16, 2011, that the New York Stock Exchange, Inc., had determined that the listing of the Company's common stock should be suspended immediately as a result of the bankruptcy filing of the Company and certain of its affiliates. As previously reported, NYSE Regulation, Inc., notified the Company on Feb. 3, 2011, that the Company was not in compliance with the continued listing standard of the NYSE requiring a minimum average closing price of $1.00 per share over a consecutive 30-trading day period. Borders Executive Vice President and Chief Financial Officer Scott Henry relates that the last day that the Company's common stock traded on the NYSE was Feb. 15, 2011. The Company does not intend to take further action to appeal the NYSE's decision, he says. It is thus expected that the Company's common stock will be delisted after the completion of the NYSE's application for delisting filed with the SEC, he notes. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: E-books Not to Blame, Says Simba Analyst ------------------------------------------------------- Simba Information's senior trade analyst Michael Norris was interviewed on Bloomberg's Bottom Line, discussing what led to Borders' chapter 11 filing and how this will impact the retailer's outlook going forward. Norris attributes the failure to a long history of mismanaged operations including an e-commerce partnership through Amazon and its small format Waldenbooks locations. "Borders entered into an affiliate agreement with Amazon.com, which allowed it to collect money from having a website and selling books online without investing in it itself," said Norris in the interview. "Since Amazon maintained the platform, Borders didn't control the relationship with the consumer, essentially helping its competitor do more business." Norris, author of Simba's Trends in Trade Book Retailing, also notes an identity struggle with Waldenbooks, Borders' smaller format stores, which are largely unprofitable. "Borders don't know what to do with the Waldenbooks stores, they're different from the megastores," Norris added in the interview. "They have to make the two brands work or choose one over the other." Concluding the interview, Norris was asked whether or not bankruptcy will benefit Borders and allow it to become competitive again. Norris answered, "Chrysler came out of bankruptcy and is now much stronger; the same could happen with Borders if all goes well, although I would expect it will have a smaller footprint in 2011." In addition to Norris' interview, Book Publishing Report contains further details on Borders' partnership with Amazon and its small format store strategy in the article "Borders: A Case Study of Bookselling Gone Horribly Wrong." The article can be found at: http://www.simbainformation.com/redirect.asp?progid=81104&url=http ://www.bookpublishingreport.com/content/borders-case-study- bookselling-gone-horribly-wrong/ Bloomberg's interview with Norris can be accessed here: http://www.simbainformation.com/redirect.asp?progid=81104&url=http ://www.bloomberg.com/video/66799334/ About Book Publishing Report Simba's monthly newsletter Book Publishing Report -- http:// http://www.BookPublishingReport.com/-- is the leading source of insights into the business of trade book publishing for over 35 years, covering deals, financials, bestsellers, legal developments, technological issues, distribution, retailing, people and more. The newsletter provides the latest news on trade book publishing, e-books, audiobooks, Internet retailing, price wars and independent book stores. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BRIDGEVIEW AEROSOL: Has Access to Wells Fargo's Cash Until March 3 ------------------------------------------------------------------ The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois, has entered interim orders allowing Bridgeview Aerosol, LLC, and its affiliates to access the cash collateral of Wells Fargo Bank, National Association, until March 3, 2011. The Court will consider the Debtors' further cash collateral access on March 3, 2011, at 10:30 a.m. Objections, if any, are due Feb. 28, at 5:00 p.m. Judge Hollis has entered 19 interim orders regarding the Debtors' use of cash collateral. As of the Petition Date, the Debtors owe WFB $13,215,691. Contemporaneously with the execution of the credit agreement, the Debtors agreed to deposit all of WFB's cash collateral into an account in the name of WFB pursuant to the terms of the Lockbox Agreement. As adequate protection for the Debtors' use of property in Bridgeview, Illinois, that AeroNuevo owns, BVA will make monthly payments of $13,901 per month to AeroNuevo. The Debtors will also make provisional payments of $36,251 per month to WFB. As additional adequate protection, the Debtors will, among other things: -- maintain all insurance that existed as of the Petition Date with respect to the Debtors' business and WFB's collateral; -- maintain and keep WFB's collateral in good condition, repair and working order; and -- allow WFB access to the Debtors' (i) premises for the purpose of inspecting WFB's collateral; and (ii) book and records. About Bridgeview Aerosol Bridgeview, Illinois-based Bridgeview Aerosol, LLC, provides manufactures, packages and distributes household cleaning and automotive aerosol products. Affiliate AeroNuevo owns the real property on which BVA operates. USAerosols is the parent company of BVA and AeroNuevo. Bridgeview Aerosol and its affiliates filed for Chapter 11 protection on October 30, 2009 (Bankr. N.D. Ill. Lead Case No. 09- 41021). Steven B. Towbin, Esq., at Shaw Gussis et al., assists the Debtors in their restructuring efforts. Bridgeview Aerosol estimated $10 million to $50 million in assets and debts as of the Petition Date. Adelman & Gettleman, Ltd. as Legal Counsel Filed by Henry B. Merens on behalf of Official Committee of Unsecured Creditors On November 19, 2009, William T. Neary, the U.S. Trustee for Region 10, amended the appointment of the Official Committee of Unsecured Creditors. The Committee now consist of (i) Ball Aerosol & Speciality Container; (ii) Black Flag Brands LLC; (iii) Pennock Company; (iv) Diversified CPC International; (v) Laser Tool Inc.; (vi) Berry Plastics Corporation; and (vii) Batavia Container, Inc. BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Brocade Communications Systems, Inc.'s Ba3 corporate family rating and Ba2 secured debt ratings. The positive outlook reflects the expectation that while leverage may increase in the short term due to ramped up sales and marketing expenditures, the company will continue to use its strong cash flow to make significant debt reductions and leverage (as measured by debt/EBITDA) will approach levels appropriate for a Ba2 corporate family rating over the next 12 to 24 months. Ethernet revenues were up significantly in the most recent quarter ended January 29, 2011, and the company appears to have made some OEM traction though not as much as originally planned. The development of a dedicated direct sales force should be beneficial as should the company's recent releases of the VCS and other new product platforms, but it is too early to determine their ultimate success particularly with data center customers. The storage area networking business remains the largest and strongest part of the company generating approximately 70% of product and service revenue. The SAN business also likely contributes the vast majority of operating profit and cash flow though the company does not break out the data. While it remains unclear whether the SAN industry will evolve away from a Fibre Channel dominated standard to an Ethernet based standard and at what pace the shift will occur, near term prospects for the company's Fibre Channel based SAN business continue to be strong and the roll out of a 16G offering later in the year should re- assert Brocade's development lead over Cisco, its primary competitor. The Ba3 corporate family rating reflects the Brocade's leadership position within storage area networking and niche position within the broader data networking market. Though Brocade is far and away the strongest player in the SAN market with approximately 2/3rd's market share, the ratings are constrained by the relatively small scale of the company compared to its main competitor and as well as the challenges in developing a converged product portfolio and maintaining market position as the storage networking market evolves. The ratings also reflect the debt incurred as a result of the Foundry acquisition. Though the company has made significant paydowns in debt since then, debt to EBITDA levels are expected to modestly increase over the next several quarters. Moody's estimates leverage as of January 29, 2011 quarter end at 2.4-2.5x. These ratings were affirmed and LGD estimates revised: * Corporate family rating, Ba3 * Probability of default rating, Ba3 * Senior secured term loan and revolving credit facilities, Ba2, LGD3 (to 41% from 46%) * $300 million senior secured notes due 2018, Ba2, LGD3 (to 41% from 46%) * $300 million senior secured notes due 2020, Ba2, LGD3 (to 41% from 46%) The last rating action for Brocade was January 11, 2010, when Moody's revised Brocade's outlook to positive. Brocade is a provider of storage area and data networking equipment with trailing twelve month revenue as of January 29, 2011, of approximately $2.1 billion. The company is headquartered in San Jose, California. BULK PETROLEUM: Suit v. Mt. Everest Goes to Trial in Dist. Court ---------------------------------------------------------------- District Judge Rudolph T. Randa granted the defendant's motion to withdraw the reference in the suit, Bulk Petroleum Corporation, v. Mt. Everest Real Estate Holding Company, LLC, Adv. Pro. No. 10-02671 (Bankr. E.D. Wis.). At a foreclosure sale, Mt. Everest was the prevailing bidder for a gasoline station, owned by one of Bulk Petroleum Corporation's co-debtors, located at 1301 W. Morgan Avenue, Milwaukee, Wisconsin. On Dec. 9, 2010, Bulk Petroleum filed an adversary claim against Mt. Everest seeking to obtain possession of underground storage tanks and related gasoline equipment located on the Morgan Avenue property. Mt. Everest moves to withdraw the reference of the adversary proceeding from bankruptcy court to the district court. Mt. Everest asserts its constitutional right to a jury trial on the adversary claims. According to Judge Randa, bankruptcy courts can conduct jury trials with the express consent of the parties, 28 U.S.C. Sec. 157(e), but Mt. Everest insists on a jury trial before an Article III district judge. The constitutional right to a jury trial is sufficient cause to withdraw the reference to the bankruptcy court. Matter of Grabill Corp., 967 F.2d 1152, 1158 (7th Cir. 1992). Judge Randa adopted Bankruptcy Judge Susan V. Kelley's March 1, 2011 discovery deadline. The District Court will conduct a telephonic status conference on March 14, 2011 at 1:30 p.m. (CST). The Court will initiate the call. The purpose of the conference will be to set this matter for trial on the Court's calendar. The Court directed the parties to prepare to discuss the necessity of dispositive motion practice. A copy of the District Court's February 16, 2011 decision and order is available at http://is.gd/nuD3fbfrom Leagle.com. About Bulk Petroleum Mequon, Wisconsin-based Bulk Petroleum Corp. supplies gasoline to over 200 gas stations throughout the Midwest. It buys gasoline from oil companies and then sells it to individual gas stations. The company sought Chapter 11 protection (Bankr. E.D. Wis. Case No. 09-21782) on Feb. 18, 2009. Jerome R. Kerkman, Esq., at Kerkman & Dunn in Milwaukee, Wis., assists the company in its restructuring effort. The Company estimated $50 million to $100 million in assets and $50 million to $100 million in debts when it sought chapter 11 protection. Bulk Petroleum's debtor-affiliates that filed separate Chapter 11 petitions include Charanjeet Illinois Stations No. 6, Inc., Darshan's Wisconsin Stations Eight, LLC, Gurpal Wisconsin Stations, LLC, Interstate Petroleum Products, Inc., Rakhra Wisconsin E-Z Go Stations Three, Inc., and Sartaj's Illinois Nine, LLC. CABLEVISION SYSTEMS: ClearBridge Discloses 8.63% Equity Stake ------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, ClearBridge Advisors, LLC disclosed that it beneficially owns 21,203,608 shares of common stock of Cablevision Systems Corp. representing 8.63% of the shares outstanding. As of Feb. 11, 2011, there were 236,562,507 shares of Cablevision NY Group Class A Common Stock and 54,148,223 Class B Common Stock outstanding. About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corporation is predominantly a domestic cable TV multiple system operator serving around 3.1 million subscribers in and around the New York metropolitan area. Among other entertainment-and media- related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. The Company's balance sheet at Sept. 30, 2010, showed $7.50 billion in total assets, $13.72 billion in total liabilities, and a stockholders' deficit of $6.24 billion. Cablevision carries a 'Ba2' long term corporate family rating from Moody's and 'BB' issuer credit ratings from Standard & Poor's. Moody's Investors Service said in November 2010 that Cablevision's Ba2 Corporate Family Rating and SGL1 rating, along with ratings of company's subsidiaries including CSC Holdings, LLC and Newsday, LLC, will not be affected by the potential leveraged spin-off of Rainbow Media Holdings, LLC to the firm's shareholders. At this time the impact to Rainbow National Services, LLC's (Rainbow) Ba2 CFR and SGL1 ratings are uncertain, pending the proposed structure of the debt financing and impact on leverage. CAMPUS FOR JEWISH: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: The Campus for Jewish Life fdba Young Men's & Young Women's Hebrew Association of Raritan Valley P.O. Box 282 Milltown, NJ 08850 Bankruptcy Case No.: 11-14439 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: Barry W. Frost, Esq. TEICH GROH 691 State Highway 33 Trenton, NJ 08619-4407 Tel: (609) 890-1500 E-mail: bfrost@teichgroh.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb11-14439.pdf The petition was signed by Amanda F. Shechter, co-president. CAPITAL GROWTH: President, Interim CFO Signs Separation Agreement ----------------------------------------------------------------- In a regulatory filing Friday, Capital Growth Systems, Inc., discloses that George King, who has been the President of Capital the Company and more recently has served as the Interim Chief Financial Officer of the Company, entered into a separation agreement with the Company on Feb. 14, 2011, agreeing to separate from employment as of that date. The agreement calls for continued payment of certain benefits and for payment of severance contingent upon the effectiveness of a full release of the Company by Mr. King. Effectiveness of the release is subject to a 7-day period from signature, in which he may elect to rescind the release. Payment of the severance is contingent upon bankruptcy court approval. Mr. King continues to serve on the Company's board of directors. Dan Kardatzke is serving as the Company's chief financial officer, with his appointment effective as of Jan. 6, 2011. Mr. Kardatzke, 37, joined the Company in February 2007 as the Vice President of Business Development, and just prior to assuming the role of Executive Vice President of Corporate Development and Chief Financial Officer held the position of Senior Vice President of Corporate Development overseeing M&A, corporate strategy, risk management and investor relations. Prior to joining the Company full-time, Mr. Kardatzke operated as an independent consultant handling the due diligence on the acquisitions by the Company of CentrePath, Inc. and Global Capacity Group, Inc. in 2006. About Capital Growth Headquartered in Chicago, Illinois, Capital Growth Systems, Inc., known as Global Capacity, and its subsidiaries operate in one reportable segment as a single source telecom logistics provider in North America and the European Union. The Company helps customers improve efficiency, reduce cost, and simplify operations of their complex global networks -- with a particular focus on access networks. Capital Growth Systems and its affiliates filed for Chapter 11 protection on. The lead debtor is Global Capacity Holdco LLC (Bankr. D. Del. Case No. 10-12302). Global Capacity Group Inc. estimated $10 million to $50 million in assets and debts in its petition. The U.S. Bankruptcy Court for the District of Delaware entered, on Jan. 27, 2011, an order approving the sale of substantially all of the assets of Global Capacity to Pivotal Global Capacity, LLC, or its subsidiary, GC Pivotal, LLC, an affiliate of Pivotal Group, Inc. Pivotal had previously acquired 100% of the secured debt of Global Capacity. CAPITOL BANCORP: Dimensional Fund Discloses 4.73% Equity Stake -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Dimensional Fund Advisors LP disclosed that it beneficially owns 1,023,243 shares of common stock of Capitol Bancorp representing 4.73% of the shares outstanding. As of October 31, 2010, there were 21,622,856 shares of the Company outstanding. About Capitol Bancorp Limited Capitol Bancorp Limited (NYSE: CBC) is a national community banking company, with a network of bank operations in 14 states. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Mich., and Phoenix, Ariz. The Company's balance sheet at Sept. 30, 2010, shows $4.23 billion in total assets, $4.16 billion in total liabilities, and equity of $77.68 million. In September 2009, Capitol and its second-tier bank holding companies entered into a written agreement with the Federal Reserve Bank of Chicago under which Capitol has agreed, among other things, to submit to the Reserve Bank a written plan to maintain sufficient capital at Capitol on a consolidated basis and at Michigan Commerce Bank (as a separate legal entity on a stand- alone basis); and a written plan to enhance the consolidated organization's risk management practices, a strategic plan to improve the consolidated organization's operating results and overall condition and a cash flow projection. Certain of Capitol's bank subsidiaries have entered into formal agreements with their applicable regulatory agencies. Those agreements provide for certain restrictions and other guidelines and/or limitations to be followed by the banks. In 2009, Capitol commenced the deferral of interest payments on its various trust-preferred securities, as is permitted under the terms of the securities, to conserve cash and capital resources. The payment of interest may be deferred for periods up to five years. During such deferral periods, Capitol is prohibited from paying dividends on its common stock (subject to certain exceptions) and is further restricted by Capitol's written agreement with the Federal Reserve Bank of Chicago. Accrued interest payable on those securities approximated $18.1 million at June 30, 2010. CAPRIUS INC: Incurs $1.97-Mil. Net Loss in Dec. 31 Quarter ---------------------------------------------------------- Caprius, Inc., filed its quarterly report on Form 10-Q for the quarter ended Dec. 31, 2010. The Company reported a net loss of $1.97 million on $481,846 of product sales for the quarter ended Dec. 31, 2010, compared with a net loss of $803,699 on $695,564 of product sales for the same period in the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.58 million in total assets, $9.34 million in total liabilities and a $7.76 million stockholders' deficiency. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?738e Marcum LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's results for fiscal years ended Sept. 30, 2009 and 2010. The independent auditors noted that the Company has a working capital deficiency and has substantial recurring losses from operations. In addition, under the terms of the Loan Facility Agreement with Vintage Capital Group LLC, the Company was obliged to fulfill certain defined covenants and achieve specific milestones, including those relating to unit sales and the relocation of manufacturing. To date, these aforementioned covenants and milestones have not been met and the Company has been put on notice by Vintage of these defaults, Marcum said in its report attached to the Form 10-K for the fiscal year ended Sept. 30, 2010. About Caprius, Inc. Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious medical waste disposal business, through its wholly-owned subsidiary M.C.M. Environmental Technologies, Inc., which developed, markets and sells the SteriMed and SteriMed Junior compact systems that simultaneously shred and chemically disinfect regulated medical waste, utilizing its proprietary, EPA registered, bio-degradable chemical known as Ster-Cid. CARTER'S GROVE: Filed for Bankruptcy to Avert Foreclosure --------------------------------------------------------- Halsey M. Minor, as trustee for Halsey McLean Revocable Trust, sent Carter's Grove LLC to Chapter 11 bankruptcy. Carter's Grove is the company Mr. Minor created for owning a historic Williamsburg, Virginia -area mansion. Mr. Minor bought the Carter's Grove mansion for $15.3 million in 2007, at the height of the real estate bubble. Hawes Spencer at The Hook reports that the Chapter 11 filing thwarted efforts to sell the foreclosed property set on Feb. 15, 2011. According to the report, Carters Grove has just 10 unsecured creditors listed with the court, with the largest one being Dominion Power, which is allegedly owed $18,000. Other unpaid creditors include the Newport News Waterworks at $1,400, Tiger Fuel at $6,338, and architectural paint analyst Natasha Loeblich whom Minor's filing appears to admit that he owes $5,700. The Hook relates that Mr. Minor has already been admonished by the California bankruptcy court for failing to file nine required documents -- including a list of personal property and a statement of financial affairs. Should Minor fail by March 1 to submit the forms or to sufficiently explain why he needs more time, Judge Thomas E. Carlson can toss out the bankruptcy filing, thus giving a green light to the mortgage-holder to relaunch the auction proceedings. Previous Chapter 11 filings The Hook says this is not the first time Minor has placed one of his companies into voluntary bankruptcy proceedings In September last year, Mr. Minor filed a Chapter 11 bankruptcy petition for Minor Family Hotels LLC, the company that was building the stalled Landmark hotel on the Charlottesville Downtown Mall. Mr. Minor tried to pool some of his pending court cases into Virginia bankruptcy court; but the effort failed, and last month he ended up losing control of the hotel project via summary judgment in an Atlanta-area courtroom. About Carter's Grove Mr. Minor filed a Chapter 11 petition for Carter's Grove LLC (Bankr. N.D. Calif. Case No. 11-30554) on Feb. 14, 2011. Debra I. Grassgreen, Esq., at Pachulski, Stang, Ziehl, and Jones LLP, in San Francisco, California, serves as counsel to the Debtor. The Debtor estimated assets and debts of $10,000,001 to $50,000,000 as of the Chapter 11 filing. CASTLETON PLAZA: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Scott Olson at the Indianapolis Business Journal reports that Castleton Plaza LP, a subsidiary of Indianapolis-based Broadbent Co., is seeking to reorganize under the protection of bankruptcy less than a month after a lender filed to foreclose on the property. Castleton Plaza, the owner of the Castleton Plaza strip mall in Indianapolis, disclosed total assets of nearly $7.6 million including more than $6.8 million in real property, and total debts of $10.4 million. According to the report, the bankruptcy filing, the latest in a string of legal battles ensnaring Broadbent, follows a foreclosure request filed January 26 by New York-based German American Capital Corp. in Marion Superior Court. German American, a secured creditor, claims Castleton Plaza owes nearly $8.7 million on the balance of a $9.5 million loan made in August 2000, as well as $1.1 million in interest. Additional fees bring the total to $10.1 million. The amount owed to German American includes the vast majority of the nearly $10.4 million Castleton Plaza lists as liabilities in court filings. Much of the remainder of secured claims, $165,000, is owed in unpaid property taxes dating from 2009. The largest unsecured creditor, Indianapolis Power & Light Co., is owed $14,541 in unpaid electric bills dating to November. Third Broadbent Firm The Indianapolis Business Journal reports that Castleton Plaza is the third Broadbent subsidiary to seek bankruptcy protection. White River Investments LP voluntarily filed for Chapter 11 in October. And Greenwood Point LP, which owns the Greenwood Point strip mall across the street from Greenwood Place, filed for reorganization in January 2010. That case also is pending in federal bankruptcy court. The Indianapolis Business Journal relates that two lawsuits allege Company President George Broadbent defaulted on loans. In one of the suits, Columbus, Ohio-based Huntington National Bank sued George Broadbent and White River Investments, a partnership that owns at least part of Clearwater Crossing. The court granted Huntington a judgment of $631,580 in December. The other suit, filed by Pittsburgh-based PNC Bank, said George Broadbent defaulted on a $1.5 million loan it extended to him in April 2009. The court awarded PNC the amount in October. The court fights began in August 2009, when Broadbent sued PNC and Huntington, claiming they were wrongly attempting to restrict access to a $50 million credit line. About Castleton Plaza Castleton Plaza, LP, filed for Chapter 11 protection (Bankr. S.D. Ind. Case No. 11-01444) in Indianapolis, Indiana, on Feb. 16, 2011. Paul T. Deignan, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, serves as counsel to the Debtor. CATALYST PAPER: Lonestar, et al., Disclose 5.2% Equity Stake ------------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Lonestar Partners, L.P., et al., disclosed that they beneficially own 20,000,000 shares of common stock of Catalyst Paper Corporation representing 5.2% of the shares outstanding. The number of outstanding shares of each of the Company's classes of capital or common stock as of Dec. 31, 2009 was 381,753,490. About Catalyst Paper Based in Richmond, British Columbia, in Canada, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six facilities located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tonnes. The Company's balance sheet at Sept. 30, 2010, showed C$1.73 billion in total assets, C$1.32 billion in total liabilities, and stockholders' equity of C$406.2 million. * * * In mid-March 2010, Moody's Investors Service downgraded Catalyst's Corporate Family Rating to 'Caa1' from 'B3'. Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. In May 2010, Standard & Poor's Ratings Services revised the outlook on Catalyst to stable from negative. S&P affirmed the 'CCC+' long-term corporate credit rating on the Company. The ratings on Catalyst reflect S&P's view of the company's highly leveraged capital structure, history of weak profitability, fiber supply issues, and its participation in cyclical commodity markets. In Standard & Poor's opinion, these risks are partially mitigated by the company's revenue diversity and improving cost profile. CATHOLIC CHURCH: Lawyer Accuses Milw. of Hiding $75,000,000 ----------------------------------------------------------- Jeff Anderson, Esq., at Jeff Anderson & Associates, in St. Paul, Minnesota, has accused the Archdiocese of Milwaukee of transferring as much as $75,000,000 off its books in an effort to shield funds from sex abuse settlements, the Journal Sentinel reports. Annysa Johnson of the Journal Sentinel says Mr. Anderson implied that the Archdiocese engaged in a shell game during a creditors meeting before David W. Asbach, assistant U.S. Trustee for Region 11, on Feb. 11, 2011. The meeting was the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in the Archdiocese's bankruptcy case. "We have serious questions about what we've seen and heard today," Mr. Anderson said after the meeting. He vowed to depose current and past bishops, including New York Archbishop Timothy Dolan, in an effort to get answers, according to the report. To recall, Mr. Anderson, a lawyer representing certain creditors in the Archdiocese's bankruptcy case, previously alleged that the Archdiocese's recently filed schedule of assets and liabilities and statement of financial affairs are incomplete. According to the Journal Sentinel report, Mr. Anderson questioned John J. Marek, the Archdiocese's treasurer and chief financial officer, about the whereabouts of a $75 million account that last appeared on the Archdiocese's audited annual financial statements in 2003 - 2004, and the transfer of a separate $55 million into a newly created cemetery trust in 2008 -- a year after the Wisconsin Supreme Court opened the door for victims to sue the Archdiocese for fraud. Mr. Marek could not answer questions about the $75 million, and said that the cemetery funds had previously been in an account under the control of the Archbishop but had always been "treated as a trust," reports the Journal Sentinel. Julie Wolf, a spokeswoman for the Archdiocese, denied Mr. Anderson's allegations in an e-mail response to questions from the Journal Sentinel. "To the contrary, the archdiocese has been liquidating all nonessential assets for years to help pay for the costs of therapy and voluntary settlements," the Journal Sentinel quoted Ms. Wolf as saying. She added that the $75 million belonged to parishes and was held by the Archdiocese in an investment account until 2004, after which it "ceased providing such services." Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, believes that the $75 million fund was returned to the parishes. Ms. Wolf told the Journal Sentinel that the cemetery trust was created in 2007 to "formalize the existing trust relationship" that dated to the early 1900s, citing the Archdiocese's financial statements. Dolan Slams Anderson's Allegations Archbishop Timothy Dolan of New York, the former archbishop of Milwaukee and current president of the United States Conference of Catholic Bishops, blasted Mr. Anderson regarding the allegations that the Archbishop hid around $130 million in funds to prevent abuse victims from "being able to hold the archdiocese fully accountable," Catholic Culture reports. "I owe it to all of you -- both the Catholic and wider community - - to be very clear about the ridiculous and groundless gossip spread about me by a tort lawyer named Jeff Anderson," Archbishop Dolan was quoted by Catholic Culture as saying. Catholic Culture also posted this statement from Archbishop Dolan: I do want you to know that, when I arrived as archbishop, the financials showed that parishes had $70 million of their peoples' money on deposit with the archdiocese. This was not archdiocesan money at all, but belonged to parishes. That's why the finance council, and our outside professional auditors, advised me that it was inappropriate for the archdiocese to hold money for parishes, and that it should be returned to the parishes to which it belonged anyway. This was done, and publicly reported in the annual audit. "The Archdiocese of Milwaukee has issued an enlightening statement speculating that this lawyer's reckless charges also included 'hiding' the 'cemetery fund,' which, of course, by state law, is scrupulously protected, and cannot be touched or transferred by anybody," Archbishop Dolan added. Joe Zwilling of the New York Archdiocese told WCBS 880 that he believes that the issue is just something Mr. Anderson said to a reporter, CBS New York reports. The New York Archdiocese issued this statement to CBS 2: Archbishop Dolan would welcome the opportunity to cooperate with any law enforcement people who are investigating the matter. Any allegation that there was an attempt to shield money is preposterous. It is simply not true. "To think . . . like Dolan's got some offshore account in the Cayman Islands or something, this is just ludicrous," Archbishop Dolan said after a mass at St. Patrick's Cathedral, Dave Goldiner of the NY Daily News reports. Archbishop Dolan also said that he was "saddened" by the allegations. "These are terribly irresponsible charges," Archbishop Dolan said. "Any law enforcement officers want to talk with me, be my guest. I have nothing to hide," he added. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. Kurtzman Carson Consultants LLC is the Debtor's notice, plan solicitation, and balloting agent. The Official Committee of Unsecured Creditors appointed in the case has tapped Pachulski Stang Ziehl & Jones LLP as counsel and n Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: S.R. Schmidt Wants to Seal Docs. in Milw. Case --------------------------------------------------------------- Steven Richard Schmidt, a creditor in the Archdiocese of Milwaukee's bankruptcy case, seeks permission from the United States Bankruptcy Court for the Eastern District of Wisconsin to file certain documents under seal. Judge Kelley subsequently acknowledged the receipt of Mr. Schmidt's proof of claim and its attachment, which was filed under seal. Judge Susan V. Kelley also said that a copy of the attachment is being sent to the Archdiocese's counsel and to the proposed counsel for the Official Committee of Unsecured Creditors. She added that the original copy will remain under seal with the Court. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11- 20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. Kurtzman Carson Consultants LLC is the Debtor's notice, plan solicitation, and balloting agent. The Official Committee of Unsecured Creditors appointed in the case has tapped Pachulski Stang Ziehl & Jones LLP as counsel and n Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: St. Francis Oblates Settle 2 Cases for $1.4MM -------------------------------------------------------------- Two clergy sexual abuse cases filed by Anthony Kramedas and Christopher Mauro against Oblates of St. Francis de Sales, among other defendants, were settled out of court for $700,000 each, The News Journal reports. The two cases, which were not part of the $77 million settlement recently reached by the Catholic Diocese of Wilmington, Inc., and its creditors, alleged that Messrs. Kramedas and Mauro were molested by Rev. Dennis Killion when they were students at Salesianum School in Wilmington in the mid-1980s. The Oblates runs the Salesianum School and others in Delaware. The cases were set to go to trial next week in New Castle County Superior Court, in Delaware, Sean O'Sullivan of the News Journal says. Bartholomew J. Dalton, Esq., at Dalton & Associates, P.A., in Wilmington, Delaware -- bdalton@bdaltonlaw.com -- one of the attorneys representing Messrs. Kramedas and Mauro, said that they were pleased with the resolution of the case, but like many others, were more interested in getting the word out so others would not suffer the same fate, than they were about the money, the News Journal reports. "Without these cases and without these people standing up, safety measures that have been brought to bear to make children safer would never have happened," Mr. Dalton is quoted by News Journal as saying. Oblates' Statement Rev. James J. Greenfield, OSFS, provincial of the Oblates of St. Francis de Sales, announced that he authorized, in cooperation with the order's insurance carriers, the settlement of two claims brought by men who alleged abuse by one of the priests of his community. The claims were brought in the lawsuit Mauro & Kramedes v. Killion, Oblates of St. Francis de Sales, & Salesianum School, which was scheduled for trial in the Delaware Superior Court on February 23. "The Oblates remain dedicated to healing and reconciliation. The settlement of these two cases is an important step in that direction," Fr. Greenfield said. "Protracted litigation wears on all involved and is not, in our judgment, the best way to advance the healing that we are committed to. Our goals of moving forward were shared with both Mr. Mauro and Mr. Kramedes, and this helped to bring us to compromise. While we are pleased that these cases are settled, we recognize that healing the pain caused by any sort of abuse remains a top priority." About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CB HOLDING: Firm Offers $5.2-Mil. for Charlie Brown's Chain ----------------------------------------------------------- Dow Jones' DBR Small Cap reports that an affiliate of Manhattan private equity firm Praesidian Capital is offering to pay the owner of Charlie Brown's Steakhouse $5.2 million for its network of restaurants scattered throughout New York, Pennsylvania and New Jersey. About CB Holding New York-based CB Holding Corp. had 20 Charlie Brown's Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office Beer Bar and Grill restaurants when it filed for bankruptcy protection. The Company closed 47 locations before filing for Chapter 11. Following a bankruptcy auction, CB Holding sold its The Office restaurant chain to winning bidder Villa Enterprises Ltd. for $4.68 million. Landry's Restaurants has signed a deal to the 12 Bugaboo Creek stores for $3 million, plus upward adjustments for cash and inventory in the stores at closing, absent higher and better offers at a March 7 auction. CB Holding and its affiliates filed for Chapter 11 bankruptcy protection on Nov. 17, 2010 (Bankr. D. Del. Case No. 10-13683). Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring effort. The Garden City Group, Inc., is the Debtors' notice, claims and solicitation agent. Jeffrey N. Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. CB Holding estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. * * * According to the Troubled Company Reporter on Feb. 11, 2011, CB Holding Corp. received an order from Bankruptcy Judge Mary Walrath Feb. 8 extending the exclusive periods for it to file and secure support for a Chapter 11 plan. The exclusive time for the Debtor to file a plan of reorganization has been extended to June 15. The Debtor has until August 12 to solicit support for the plan. The order is without prejudice for a request by the Debtor for another extension. CENTAUR LLC: Wins OK for Plan that Cuts Debt to $260 Million ------------------------------------------------------------ Bankruptcy Law360 reports that Centaur LLC received bankruptcy court approval Friday for its reorganization plan, which will slash the casino operator's debt by two-thirds to $260 million. The Plan, as revised, is based on a settlement reached by the Debtors with the Official Committee of Unsecured Creditors, the settlement was entered among the Debtors, the Official Committee of Unsecured Creditors, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for lenders that provided first lien revolving credit and term loans prepetition. Under the Plan, second-lien lenders are to split $3.4 million in notes that pay in kind. Unsecured creditors of Valley View Downs now will receive the lesser of 50% paid in cash or a share of $1.5 million cash. Other general unsecured creditors also will have the lesser of half payment or sharing $650,000 in cash. A full-text copy of Settlement is available for free at http://bankrupt.com/misc/CentaurLLC_Settlement.pdf About Centaur LLC Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- is involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10- 10799) on March 6, 2010. The Company estimated its assets and debts at $500 million to $1 billion as of the Petition Date. A group of affiliates led by Valley View Downs, LP, filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-13761) on October 28, 2009. Valley View estimated assets and debts at $100 million to $500 million in its Chapter 11 petition. Gerard H. Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy, Esq., at White & Case LLP, serve as counsel to the Debtors. AlixPartners, LLP, is the claims and notice agent. Blackstone Advisory Partners L.P. and Innovation Capital, LLC, serve as financial advisors to the Debtors. Attorneys at Blank Rome LLP represent the Official Committee of Unsecured Creditors. Lamonica Herbst & Maniscalco and Flaster/Greenberg P.C. serve as special counsel to the Committee. Deloitte Financial Advisory Services LLP is the financial advisor to the Committee. CHARLES R LIVECCHI: Judge Ninfo Won't Recuse Self ------------------------------------------------- Bankruptcy Judge John C. Ninfo, II, junked a request to recuse himself in Charles R. Livecchi, Sr.'s Chapter 7 bankruptcy case. Mr. Livecchi on Feb. 15, 2011, filed an emergency motion requesting the immediate recusal of Judge Ninfo and the immediate stay of all actions and proceedings in the case until new judge is appointed. The emergency motion stemmed from the Debtor's failed to remove Kenneth W. Gordon, Esq., as Mr. Livecchi's Chapter 7 Trustee. The Debtor argued that his Chapter 11 case was illegally converted to a Chapter 7 case without cause. The Debtor also alleged that "Judge Ninfo has gone as far as to mock and laugh at the debtor while he continues his retaliatory actions against the debtor. It is the debtor's opinion that Judge Ninfo's reckless mocking of the debtor can be taken one of two ways: (1) Judge [Ninfo] after retaliating is either so happy due to the profit he will make off the estate while he illegally strips the debtor of all of his possessions and assets; or (2) Judge [Ninfo] has a mental illness for which he should seek medical attention and should be removed from the bench until he is found competent[;]" Judge Ninfo explained that the Court is not in any way biased or prejudiced against Mr. Livecchi. Among other things, Judge Ninfo held that none of the Chapter 11 plans proposed by either Mr. Livecchi or Sherrie Livecchi, his spouse, could have been confirmed by the Court, including for the reason that they failed to adequately provide for the payment of a prepetition judgment, entered on March 31, 2009, in favor of the United States of America, Department of Housing and Urban Development, for $962,876.00, plus prejudgment interest for $206,156.00 and costs. According to Judge Ninfo, Mr. Livecchi does not seem to understand that it is not the Court, but the U.S. Trustee that oversees the panel of trustees in the day-to-day administration of the estates assigned to them. To the best of the Court's knowledge, the U.S. Trustee has not taken any action in connection with the Chapter 7 Trustee's administration of the Livecchi case, and it has not brought a motion to have the Chapter 7 Trustee removed, even though Mr. Livecchi has advised it on numerous occasions of his concerns about the Chapter 7 Trustee's actions and inactions. A copy of Judge Ninfo's Feb. 17, 2011 Feb. 17, 2011 Decision and Order is available at http://is.gd/vjD6LGfrom Leagle.com. Mr. Livecchi filed a voluntary Chapter 11 petition (Bankr. W.D. N.Y. Case No. 09-20897) on April 8, 2009. On Jan. 21, 2010, the U.S. Trustee sought Chapter 7 conversion, arguing that Mr. Livecchi was not pursuing a realistic Chapter 11 plan, because, although he claimed to own real estate worth more than $3 million, he was not proposing to sell any of that property to pay his creditors. The U.S. Trustee maintained, Mr. Livecchi was proposing to pay his creditors from speculative recoveries in certain lawsuits. On Sept. 21, 2010, Judge John C. Ninfo, II, granted the U.S. Trustee's request. Kenneth W. Gordon, Esq., was appointed as Chapter 7 Trustee. CHRYSLER LLC: Axed 64 Dealerships Sue U.S. for $130 Million ----------------------------------------------------------- Bankruptcy Law360 reports that numerous car dealerships that lost their businesses in the former Chrysler LLC's bankruptcy have filed a $130 million suit against the U.S., saying the government ordered it to renege on franchise contracts as part of its bailout and restructuring deal. Sixty-four Chrysler dealers across 29 states filed a complaint Feb. 15 in the U.S. Court of Federal Claims. 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 Dec. 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. CITADEL BROADCASTING: S&P Puts 'BB-' Rating on Watch Negative ------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB-' corporate credit rating for Las Vegas-based radio broadcaster Citadel Broadcasting Corp., as well as all related issue-level ratings, on CreditWatch with negative implications. The CreditWatch listing follows Citadel's announcement that the company has entered exclusive negotiations with Cumulus Media Inc. regarding a potential merger. Under terms of the proposed transaction, Cumulus would acquire the company for $37 per share in cash and stock, which values Citadel at roughly $2.5 billion. Assuming that Cumulus is able to raise roughly $500 million in new equity commitments from Crestview Partners LP and Macquarie Capital Inc., S&P estimates pro forma debt at the consolidated entity at roughly $2.5 billion, or modestly higher depending on the final stock election by shareholders. This includes CMI's commitment to acquire the remaining 75% equity interest in Cumulus Media Partners LLC, and existing debt at CMP Susquehanna Radio Holdings Corp. Pro forma for the proposed transaction, S&P estimates that lease- adjusted debt to EBITDA for the consolidated entity would be in the mid-6x area as of Sept. 30, 2010, which is meaningfully higher than Citadel's current lease-adjusted leverage of roughly 3.6x as of the same date. Despite significantly increased scale, geographic diversity, and potentially higher pricing power, S&P believes that the combined entity's increased financial risk reflects a rating more in line with the 'B' category. The combination would create a new company with a sizable presence in both large and midsize markets throughout the U.S. S&P estimates that pro forma revenues (assuming no major divestitures) for the combined entity were roughly $1.2 billion as of Sept. 30, 2010, which S&P believes is still moderately below revenues at the second-largest U.S. radio broadcaster, CBS Corp. For the 12 months ended Sept. 30, 2010, Citadel converted a healthy 42.4% of EBITDA to discretionary cash flow. S&P estimates that the combined entity would have modestly higher EBITDA margins than Citadel's current margins of 30.9% as of Sept. 30, 2010, not including the potential benefit of cost-cutting initiatives. Still, due to a significantly higher debt burden and a likely increased cost of debt, S&P believes that conversion of EBITDA to discretionary cash flow at the combined entity would decline. The negative CreditWatch listing reflects the potential for a downgrade if the proposed transaction is completed, due to the resulting higher debt leverage and decreased financial flexibility. In completing the CreditWatch review, S&P will continue to monitor negotiations and review the terms of a potential transaction, placing significant emphasis on the pro forma capital structure, liquidity, and financial policy of the combined entity. CLARENDON ALUMINA: Fitch Affirms 'B-' Issuer Default Ratings ------------------------------------------------------------ Fitch Ratings has affirmed Clarendon Alumina Production Limited's foreign and local currency Issuer Default Ratings at 'B-'. The Rating Outlook is Stable. Fitch has also affirmed CAP's US$200 million 8.5% unsecured notes due November 2021 at 'B-/RR4'. The notes continue to be supported by an explicit unconditional and irrevocable guarantee by the Government of Jamaica for the timely payment of interest and principal. CAP's ratings are directly linked to the GoJ. CAP is 100% owned by the GoJ and is the holding company for its 45% ownership in a joint venture with a subsidiary of Alcoa called Jamalco, which is a bauxite mining and alumina refining operation in Jamaica. Jamalco is an unincorporated joint-venture association that involves the proportionate sharing of production costs and the alumina output of the Clarendon Alumina Refinery. CAR's current production rate is about 1.36 million tons per year. As a result of unfavorable long-term contracts, CAP generated negative EBITDA of US$21 million during fiscal year 2010 and has exhibited negative EBITDA since 2007. Fiscal year 2010 revenues of US$126 million were based on total alumina sales of 642,120 tons. This reflected a 4.6% decline on fiscal year 2009 revenues of US$132 million based on total alumina sales of 653,000 tons. CAP is obliged to fund its share of running and operating expenses at CAR, and it would be unable to meet these obligations without support from the GoJ. The GoJ guaranteed approximately 86% of CAP's total debt as of the fiscal year end March 31, 2010. CAP is unable to meet its debt commitments on a standalone basis and requires grants from the GoJ to service these obligations. CAP received US$107.4 million in grants from the GoJ during fiscal year 2010. These grants ensure that CAP is able to perform to the level required to meet its supply agreement obligations with customers. The GoJ announced in 2009 that it is seeking to sell its 45% stake in Jamalco, and Fitch understands that this process is ongoing. Fitch notes that Alcoa has a right of first refusal on buying the shares, and could possibly end up with 100% ownership of Jamalco if it chooses to exercise this option. CAP's future rating actions are directly linked to Fitch's actions taken on Jamaica. If Fitch were to further downgrade the ratings on the sovereign due to concerns regarding macroeconomic pressures, or upgrade the ratings due to liquidity improvement, then CAP's ratings would also mirror this action. This rating linkage will continue as long as the company remains 100% owned by the GoJ. CMP SUSQUEHANNA: S&P Puts 'B-' Rating on CreditWatch Positive ------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B-' corporate credit rating for Atlanta, Ga.-based radio broadcaster CMP Susquehanna Radio Holdings Corp., as well as all related issue- level ratings, on CreditWatch with positive implications. The CreditWatch placement follows Cumulus' announcement that it has entered into exclusive negotiations to acquire Citadel Broadcasting Corp. On Jan. 31, 2011, Cumulus announced that it entered into a definitive agreement to acquire the remaining 75% equity interest in Cumulus Media Partners LLC that it did not already own. Cumulus Media Partners LLC is the ultimate parent company of rated CMP Susquehanna Radio Holdings Corp. The combination would create a new company with a sizable presence in both large and midsize markets throughout the U.S. The combination would also provide Cumulus with improved geographic diversity, increased scale, and potentially higher pricing power. The acquisition of Citadel would require a complete recapitalization of the three companies and would be funded by roughly $2.5 billion of debt and up to $500 million in new equity. Crestview Partners L.P. and Macquarie Capital Inc. are expected to contribute the majority of the equity. The combined company would have pro forma debt leverage in the mid-6x area as of Sept. 30, 2010, before potential cost savings. If the transaction is completed as currently envisioned, it would lower CMP's and Cumulus' overall debt leverage. As of Sept. 30, 2010, CMP's debt leverage was very high at 9.1x. S&P could raise the rating if Cumulus succeeds in acquiring Citadel. In completing S&P's CreditWatch review, S&P will evaluate the terms of the capital structure of the combined entity, as well as its business and financial strategies. If all of the debt at CMP Susquehanna is repaid, S&P will withdraw its ratings on this entity. CORUS BANKSHARES: Voting Deadline Extended Until Feb. 25 -------------------------------------------------------- Corus Bankshares, Inc., notified the U.S. Bankruptcy Court for the Northern District of Illinois that it has extended the voting deadline to Feb. 25, 2011, at 5:00 p.m. (prevailing Central Time) for its liquidating chapter 11 plan. The Debtor has also extended the objection deadline to Feb. 25, at 11:59 p.m. As reported in the Troubled Company Reporter on Jan. 11, creditors were given until Feb. 7 to accept or reject the plan. The Debtor scheduled a March 2 confirmation hearing. Under the Plan, the Debtor projects that unsecured creditors and holders of TOPrS will recover something between 4.5% and 47.6% of the face amount of their claims if its liquidating plan takes effect. The plan proposes that on its Effective Date, all of the Debtor's assets will be transferred to and vest in New Corus. The Plan provides for the appointment of Andrew Scruton of FTI Consulting, Inc., as the Plan Administrator and U.S. Bank, N.A., Wilmington Trust Company and Wells Fargo Bank, N.A. as the members of the Plan Committee to oversee the activities of New Corus. The Plan Administrator, supervised by the Plan Committee, will be responsible for administering New Corus as set forth under the Plan, including monetizing all of New Corus' assets, resolving all Claims, pursuing all Causes of Action and distributing Net Free Cash and Residual Net Free Cash to creditors. About Corus Bankshares, Inc. Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding company. Its lone operating unit, Corus Bank, N.A., was closed on September 11, 2009, by regulators, and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with MB Financial Bank, National Association, Chicago, Illinois, to assume all of the deposits of Corus Bank. The Company sought Chapter 11 protection on (Bankr. N.D. Ill. Case No. 10-26881) June 15, 2010. Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel. Kinetic Advisors is the Company's restructuring advisor. Plante & Moran is the Company's auditor and accountant. Kilpatrick Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller, Esq., represent the official committee of unsecured creditors. As of June 15, 2010, the Company disclosed $314,145,828 in assets and $532,938,418 in liabilities. CRESTRIDGE ESTATES: Court to Consider Case Dismissal on March 3 --------------------------------------------------------------- The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on March 2, 2011, at 10:30 a.m., to consider the request to dismiss or convert Crestridge Estates, L.L.C.'s Chapter 11 case. The U.S. Trustee for Region 16 renewed its motion to dismiss or convert the Debtor's case to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on June 7, 2010, the U.S. Trustee for Region 16 has withdrawn the motion to dismiss or convert the Debtor's case. The U.S. Trustee sought for the dismissal or conversion of the Debtor's case to one under Chapter 7 explaining that the Debtor: (i) has not complied with any of the requirements set forth in the U.S. Trustee's notice of requirements; and ii) failed to appear at its scheduled initial debtor interview. Costa Mesa, California-based Crestridge Estates, LLC, filed for Chapter 11 bankruptcy protection on March 24, 2010 (Bankr. C.D. Calif. Case No. 10-13689). The Company estimated assets and debts at $10 million to $50 million. The Company's affiliate, 468 Ashton LLC, filed a separate Chapter 11 petition on August 29, 2008 (Case No. 08-15323). The Debtor is represented by David B. Golubchik, Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Rankin & Brill L.L.P., in Los Angeles, California. CUMULUS MEDIA: Dimensional Fund Discloses 7.73% Equity Stake ------------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Dimensional Fund Advisors LP disclosed that it beneficially owns 2,751,298 shares of Cumulus Media Inc Class A common stock representing 7.73% of the shares outstanding. As of Oct. 26, 2010, the Company had 42,030,355 outstanding shares of common stock consisting of (i) 35,576,293 shares of Class A Common Stock; (ii) 5,809,191 shares of Class B Common Stock; and (iii) 644,871 shares of Class C Common Stock. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. * * * Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating from Moody's Investors Service. Moody's said early this month that it won't change ratings upon the purchase of Cumulus Media of CMP. According to Moody's, there is no operational nor immediate credit impact upon closing of the acquisition. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations, Moody's related. Standard & Poor's Ratings Services revised its rating outlook on Cumulus Media Inc. to positive from stable. All ratings on the company, including the 'B-' corporate credit rating, were affirmed. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. CUMULUS MEDIA: Citadel Deal Cues Moody's Review for Upgrade ----------------------------------------------------------- Moody's placed the ratings of Cumulus Media, Inc., on review for a possible upgrade following the announced terms of the proposed acquisition of Citadel Broadcasting Corporation (Ba2, Stable) by Cumulus. Moody's believes that the potential for lower leverage, synergies and favorable diversification from the proposed acquisition improves the financial profile of the company. The acquisition terms include a $500 million equity infusion, and Moody's expects Cumulus's Moody's adjusted debt/EBITDA leverage will decrease by more than 1 turn, from leverage of 7.6x at LTM 9/30/2010 (including Moody's standard adjustments). Cumulus plans to acquire Citadel's 225 radio stations in over 50 markets and also the Citadel Media business, which is among the largest radio networks in the US. After giving effect to the proposed acquisition, Cumulus would operate approximately 570 radio stations, and would be well-diversified given the combination of Cumulus, CMP Susquehanna, and Citadel stations across 120 markets nationally. The approximate $1.8 billion purchase price will be financed by a combination of $500 million in equity financing from Crestview Partners and Macquarie Capital, and the assumption of about $770 million in outstanding Citadel debt, which is expected to be repaid. On Review for Possible Upgrade: Issuer: Cumulus Media Inc. -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently Caa2 -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently Caa1 -- Senior Secured Bank Credit Facility, Placed on Review for Possible Upgrade, currently Caa1/LGD 3-34% Outlook Actions: Issuer: Cumulus Media Inc. -- Outlook, Changed to Rating Under Review From Stable The review of Cumulus's ratings will focus on improvements in performance of the combined broadcasters (including the recent assimilation of CMP Susquehanna) following the addition of numerous markets in addition to the Company's expected deleveraging. Moody's most recent rating action for Cumulus was on April 28, 2010. At that time Moody's affirmed affirmed Cumulus Media Inc.'s Caa1 Corporate Family Rating, Caa2 Probability-of-Default Rating and Caa1 Senior Secured Bank Debt ratings. In addition, on January 31, 2011, Cumulus entered into an agreement to acquire the remaining equity interests of its private affiliate Cumulus Media Partners, LLC, that the Company did not own. Headquartered in Atlanta, Georgia, Cumulus Media Inc. is one of the nation's largest radio broadcasting companies, operating 350 radio stations in 65 markets. The company reported LTM 9/30/10 revenues of approximately $263 million. CUMULUS MEDIA: S&P Puts 'B-' Rating on CreditWatch Positive ----------------------------------------------------------- On Feb. 18, 2011, Standard & Poor's Ratings Services placed its 'B-' corporate credit rating for Atlanta, Ga.-based radio broadcaster Cumulus Media Inc., as well as all related issue-level ratings, on CreditWatch with positive implications. The CreditWatch placement follows Cumulus' announcement that it has entered into exclusive negotiations to acquire Citadel Broadcasting Corp. On Jan. 31, 2011, Cumulus announced that it entered into a definitive agreement to acquire the remaining 75% equity interest in Cumulus Media Partners LLC that it did not already own. Cumulus Media Partners LLC is the ultimate parent company of rated CMP Susquehanna Radio Holdings Corp. The combination would create a new company with a sizable presence in both large and midsize markets throughout the U.S. The combination would also provide Cumulus with improved geographic diversity, increased scale, and potentially higher pricing power. The acquisition of Citadel would require a complete recapitalization of the three companies and would be funded by roughly $2.5 billion of debt and up to $500 million in new equity. Crestview Partners L.P. and Macquarie Capital Inc. are expected to contribute the majority of the equity. The combined company would have pro forma debt leverage in the mid-6x area as of Sept. 30, 2010, before potential cost savings. If the transaction is completed as currently envisioned, it would lower Cumulus' overall debt leverage and alleviate S&P's concerns about covenant compliance. As of Sept. 30, 2010, Cumulus' debt leverage, per the credit agreement calculation, was 7.4x. S&P could raise the rating if Cumulus succeeds in acquiring Citadel. In completing the CreditWatch review, S&P will review the terms of the capital structure of the combined entity, as well as its business and financial strategies. DINEEQUITY INC: Loan Repricing Won't Affect Moody's 'B2' Rating --------------------------------------------------------------- Moody's Investors Service stated that the ratings and rating outlook for DineEquity, Inc., will not be affected by the company's announcement that it will re-price its existing bank term loan. This includes the company's B2 Corporate Family and Probability of default ratings, Ba2 senior secured bank ratings, and B3 senior unsecured note rating. The outlook is stable. Despite the anticipated interest expense savings from the re- pricing that will likely have a positive impact on interest coverage over time, leverage is expected to remain high. The most recent rating action on DineEquity occurred on September 22, 2010, when Moody's assigned initial ratings to the company-- Corporate Family and Probability of Default rating of B2, senior secured bank ratings of Ba2, senior unsecured note rating of B3, and a stable outlook. DineEquity, owns, operates, and franchises, approximately 3,477 casual dining restaurants under the brand names International House of Pancakes and Applebee's Neighborhood Grill & Bar. Annual revenues are approximately $1.4 billion. DISH NETWORK: No Longer Owns Any Securities of Loral Space ---------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, DISH Network Corporation disclosed that it does not beneficially own any shares of Loral Space & Communications Inc. As reported in a Schedule 13G filed by EchoStar Communications Corporation n/k/a DISH Network Corporation, with the SEC on Dec. 19, 2005, DISH beneficially owned an aggregate of 1,350,532 shares of voting common stock of Loral Space & Communications Inc. as of the time of that filing, including Shares issued to DISH on Dec. 9, 2005 in connection with the Fourth Amended Joint Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code, as modified, of Loral Space & Communications Ltd. and certain of its subsidiaries. DISH also received an aggregate of 122,163 Shares that were distributed subsequently from time to time under the Plan in connection with the resolution of certain remaining claims against Old Loral. Effective January 1, 2008, DISH completed its distribution to EchoStar Corporation of its digital set-top box business and certain infrastructure and other assets, including certain of its satellites, uplink and satellite transmission assets, real estate and other assets and related liabilities. Since the Spin-off, DISH and EchoStar have operated as separate publicly-traded companies and neither entity has any ownership interest in the other. A substantial majority of the voting power of the shares of DISH and EchoStar is owned beneficially by Charles W. Ergen or by certain trusts established by Mr. Ergen for the benefit of his family. All Shares of the Company previously held by DISH were transferred to EchoStar in connection with and as a result of the Spin-off, with DISH beneficially owning no Share of the Company. Charles W. Ergen disclosed that he beneficially owns 1,529,073 shares of common stock of the Company representing 7.38% of the shares outstanding based on 20,730,059 Shares outstanding as of October 29, 2010, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended Sept. 30, 2010 filed by the Company with the Securities and Exchange Commission on Nov. 4, 2010. About DISH Network DISH Network Corporation is the third largest pay television provider in the United States with 14.1 million subscribers as of Dec. 31, 2009. Annual revenues approximate $11.6 billion. The Company's balance sheet at June 30, 2010, showed $9.03 billion in total assets and $10.61 billion in total liabilities, and a stockholders' deficit of $1.58 billion. * * * At the end of January 2011, Fitch Ratings affirmed the 'BB-' Issuer Default Rating assigned to DISH Network and its wholly owned subsidiary DISH DBS Corporation. Fitch has also affirmed the 'BB-' rating assigned to the senior unsecured notes issued by DDBS Corporation. Additionally, Fitch has revised DISH's Rating Outlook to Stable from Negative. As of Sept. 30, 2010, DISH had approximately $6.5 billion of debt outstanding. The Stable Outlook recognizes the operational rebound DISH has experienced during 2010. Overall, Fitch's ratings reflect the operating leverage derived from DISH's size and scale as the third largest multi-channel video programming distributor in the U.S. and Fitch's expectation for continued, albeit pressured free cash flow generation. Dish Network carries a 'Ba3' corporate family rating, with "stable outlook", from Moody's. Moody's said that Dish Network's Ba3 Corporate Family Rating and stable outlook are not affected by the company's announcement that it has entered into an agreement to acquire 100% of the equity of the reorganized DBSD North America, Inc., a hybrid satellite and terrestrial communications company, for approximately $1 billion including interest accruing on DBSD North America's existing debt. DOCTORS' HOSPITAL: Seek 120 Days to Present Chapter 11 Plan ----------------------------------------------------------- Jenny Peterson at New Orleans CityBusiness reports that Doctors' Hospital of Slidell is presenting its reorganization plan before Judge Elizabeth Magner of the U.S. Eastern District of Louisiana in 120 days. According to the report, the hospital owes Capital One Bank $3.9 million. Other outstanding debts from various companies -- ranging from accounting firms to medical supply companies -- total $392,602. Businesses with the largest outstanding invoices include GE Healthcare Financial Services, $90,360; Stryker Endoscopy of Chicago, $51,092; Philips Medical Systems, $29,072 and Slidell Memorial Hospital, $17,211. CityBusiness relates that Patients' outstanding debts to the hospital total more than $2 million, and two physicians -- Drs. Diana Gillmore and Peter Hertzak -- owe the hospital $145,739. Mr. Hertzak owes the bulk of that amount, $136,908. Based in Slidel, Louisiana, Doctors' Hospital of Slidell LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 11- 10140) on Jan. 17, 2011. Judge Elizabeth W. Magner presides over the case. Catherine Steffes, Esq., at Steffes Vingiello & McKenzie, represents the Debtor in the case. The Debtor estimated assets and debts of between $1 million and $10 million in its petition. DP FOREST: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: DP Forest Products,Inc. fka Lodge Log Homes, Inc. fka Balbach Logging, Inc. fka Treasure Valley Forest Products, LLC 7789 S Federal Way Boise, ID 83706 Bankruptcy Case No.: 11-00382 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Terry L. Myers Debtor's Counsel: D. Blair Clark, Esq. LAW OFFICES OF D. BLAIR CLARK PLLC 1513 Tyrell Lane, Suite 130 Boise, ID 83706 Tel: (208) 475-2050 Fax: (208) 475-2055 E-mail: dbc@dbclarklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/idb11-00382.pdf The petition was signed by Dan Balbach, president. DYNEGY INC: Icahn Merger Deal Terminated; CEO et al. to Resign -------------------------------------------------------------- Dynegy Inc. said Monday that Bruce A. Williamson will resign as President and Chief Executive Officer of the Company, effective March 11, 2011, pursuant to a mutual agreement with the Board of Directors. Mr. Williamson has also resigned as a director and Chairman of the Board, effective immediately. David Biegler, currently an independent Dynegy director, has been appointed interim President and Chief Executive Officer following the departure of Mr. Williamson, and Patricia A. Hammick, previously Lead Director of Dynegy, now serves as Chairman of the Board. Dynegy also said that effective March 11, 2011, Holli Nichols will resign as Executive Vice President and Chief Financial Officer, to accept an opportunity at another company. Charles C. Cook, Dynegy's Executive Vice President, Commercial Operations and Market Analytics, will serve as interim CFO following the departure of Ms. Nichols. Dynegy Terminates Icahn Merger Deal An insufficient number of shares were tendered in response to the Icahn Enterprises L.P. (NYSE: IEP) tender offer, and as a result the merger agreement with an affiliate of IEP automatically terminated as of 5:00 p.m. (Eastern time) on Feb. 18, 2011. Carl Icahn offered $5.50 a share, or $665 million, to acquire the Company. On Feb. 18, Dynegy said it was extending the date for stockholders to provide notice of their intention to nominate directors for election at the 2011 Annual Meeting of Dynegy Stockholders from the close of business, Houston time, on Feb. 20 to the close of business, Houston time, on March 4. Board Changes According to Dynegy's statement on Monday, recognizing the desire of the stockholders to pursue a different path, the five remaining directors do not intend to stand for reelection at the Company's upcoming annual meeting, anticipated to be held in June 2011. Dynegy's Board has met with and offered a Seneca Capital nominee a position as a director of Dynegy. Dynegy has also contacted Icahn Associates to discuss appointing a Carl Icahn designee to the Board. The Board's Nominating Committee is expected to consist of new directors and will begin identifying qualified director nominees to be appointed as soon as possible and to stand for election at the Company's annual meeting. "Bruce has guided Dynegy through numerous challenges over his eight year tenure, including stabilizing the Company at a time of great uncertainty, reducing the Company's outstanding debt by more than $10 billion, implementing a comprehensive program to reduce environmental emissions from the Midwest coal fleet and setting a new strategic direction by focusing on the electric generation business while exiting unrelated lines of business," said Patricia A. Hammick, Dynegy's new Chairman. "Holli has been a valuable member of the executive team and has also made several important contributions to the Company. Throughout the leadership transition, we will continue to take appropriate actions to position the Company for the future." Ms. Hammick also said, "Through these actions, the Board is positioning Dynegy for a new management and Board structure as soon as prudent. We are open to stockholder suggestions as to additional independent directors. Dynegy will not expend any further resources in responding to the Seneca Capital consent solicitation, if Seneca chooses to pursue it. While all current directors intend to remain fully engaged in their duties through the 2011 Dynegy annual meeting, we expect the new members of the Board to take the lead in defining the future composition of the Board and in selecting a new chief executive officer." Dynegy Amends Stockholder Protection Rights Plan Dynegy also said Monday that its Board has amended the Stockholder Protection Rights Plan announced on Nov. 23, 2010, which declared a dividend of one stock purchase right for each share of common stock held by stockholders of record as of the close of business on December 2, 2010. The amendment increases from 10% to 20% the level of beneficial ownership of Dynegy shares that triggers adverse consequences under the Rights Plan. All other terms of the plan remain unchanged, including that the Rights Plan will expire unless approved by Dynegy stockholders at the next annual meeting. Cost Reduction Program, et al. Dynegy has been implementing a number of initiatives to respond to the current environment. Consistent with those initiatives, on Feb. 3, 2011, Dynegy implemented a significant cost reduction program, including the elimination of 135 positions across all of the Company's functional and geographic areas. Labor and non- labor annual savings of $50 million are expected to result from the cost reduction program and this level of savings is consistent with the prior forecasts publicly provided by Dynegy. Patricia A. Hammick, 64, is the former Senior Vice President, Strategy and Communications for Columbia Energy Group. She previously served as an adjunct Professor at George Washington University's Graduate School of Political Management and as Chief Operations Officer of the National Gas Supply Association. Ms. Hammick is a Director of Consol Energy, Inc. and SNC-Lavalin Group, Inc. A Dynegy Director since 2003, Hammick was elected Lead Director in May 2004. David W. Biegler, 64, is the Chairman and Chief Executive Officer of Southcross Energy, LLC. He previously served as Chairman of Regency Gas Services, LLC.; Vice Chairman, President and Chief Operating Officer of TXU Corp. and Chairman, President and Chief Executive Officer of ENSERCH Corp. Mr. Biegler serves as a Director of Trinity Industries, Inc.; Austin Industries, Inc.; Southwest Airlines Co.; Animal Health International, Inc. and Children's Medical Center. Mr. Biegler has served as a Dynegy Director since 2003. Charles C. Cook, 46, has served as Dynegy's Executive Vice President, Commercial Operations and Market Analytics, where he is responsible for Dynegy's commercial and asset management functions related to the company's power generation assets. Mr. Cook joined Dynegy's predecessor Destec Energy, Inc. in 1991. When that company was acquired by Dynegy, Mr. Cook joined the Treasury group. He has held positions of increasing responsibility including Vice President; Vice President and Assistant Treasurer; Senior Vice President and Treasurer; and Senior Vice President of Strategic Planning, Corporate Business Development and Treasurer. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. The Troubled Company Reporter has chronicled Dynegy's attempts to sell itself. In August 2010, Dynegy struck a deal to be acquired by an affiliate of The Blackstone Group at $4.50 a share or roughly $4.7 billion. That offer was raised to $5.00 a share in November. Through Icahn and Seneca's efforts, shareholders thumbed down both offers. On December 22, 2010, an affiliate of IEP commenced a tender offer to purchase all of the outstanding shares of Dynegy common stock for $5.50 per share in cash, or roughly $665 million in the aggregate. Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as financial advisors and Sullivan & Cromwell LLP is serving as legal counsel to Dynegy. * * * As reported by the Troubled Company Reporter on November 26, 2010, Fitch Ratings downgraded the ratings of Dynegy Inc. and its subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from 'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I preferred to 'C/RR6' from 'CCC/RR6'. The downgrade reflects Fitch's belief that the rejection of The Blackstone Group's bid to acquire Dynegy for $5/share will likely lead to another transaction and capital restructuring by Dynegy's management as activist stockholders seek to maximize shareholder values. The downgrade also reflects the underperformance of Dynegy's merchant generation operations. In October 2010, Moody's Investors Service lowered the ratings of Dynegy Holdings, including its Corporate Family Rating, to 'Caa1' from 'B3' along with the ratings of various affiliates or parent company Dynegy Inc. The rating action followed the expiration of the 40-day "go shop" period, according to Moody's, increasing the probability that Dynegy will be acquired by an affiliate of The Blackstone Group L.P.. Moody's said Dynegy's financial profile is expected to be quite fragile, particularly during 2011 and 2012, when the company is projected to generate both negative operating cash flow and negative free cash flow due to weak operating margins and the required funding of their capital investment programs. To the extent that the transactions with Blackstone and NRG are not completed, Moody's said downward rating pressure at DHI and Dynegy will continue to exist given the weak financial prospects for the company over the next few years coupled with the liquidity concerns. In December 2010, Moody's said its ratings and negative rating outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings (Caa1 Corporate Family Rating) will remain unchanged following announcement of the Icahn deal. E-BRANDS RESTAURANTS: To Auction New Equity on Feb. 23 ------------------------------------------------------ Anjali Fluker, staff writer at the Orlando Business Journal, reports that E-Brands Restaurants LLC said it is putting its equity as a reorganized entity on the bankruptcy auction block on Feb. 23, 2011. Initial bids on the firm's equity start at $1.75 million. The move is an effort to keep the Company operating. Based in Orlando, Florida, E-Brands Restaurants LLC fka E-Brands Acquisition LLC filed for Chapter 11 bankruptcy protection on July 30, 2010 (Bankr. M.D. Fla. Case No. 10-18282). Judge K. Rodney May presides the case. Richard C. Prosser, Esq., at Stichter, Riedel, Blain & Prosser PA represents the Debtor. In its petition the Debtor estimated Assets of between $500,000 and $1 million, and debts of between $10 million and $50 million. ECHO TRAILER: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Echo Trailer Park, LLC 1322 S. Mojave Road Las Vegas, NV 89104 Bankruptcy Case No.: 11-12247 Chapter 11 Petition Date: February 18, 2011 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: David Mincin, Esq. LAW OFFICES OF RICHARD MCKNIGHT, P.C. 330 S. Third Street Las Vegas, NV 89101 Tel: (702) 388-7185 E-mail: dmincin@lawlasvegas.com Scheduled Assets: $2,829,433 Scheduled Debts: $2,662,397 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-12247.pdf The petition was signed by Peyman Masachi, managing member. ELITE PHARMACEUTICALS: Reports $5.93-Mil. Net Income in Q3 ---------------------------------------------------------- Elite Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, reporting net income attributable to common shareholders of $5.93 million on $1.23 million of total revenue for the three months ended Dec. 31, 2010, compared with a net loss attributable to common shareholders of $9.59 million on $917,383 of total revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2010, showed $10.89 million in total assets, $17.46 million in total liabilities and $6.57 million in total stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?738f About Elite Pharmaceuticals Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP) -- http://www.elitepharma.com/-- is a specialty pharmaceutical company that develops and manufactures oral, controlled-release products using proprietary technology. Elite developed and manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R), for allergy treatment and expects to launch soon three approved generic products. Elite also has a pipeline of additional generic drug candidates under active development and the Company is developing ELI-216, an abuse resistant oxycodone product, and ELI-154, a once-a-day oxycodone product. Elite conducts research, development and manufacturing in its facility in Northvale, New Jersey. Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's results for fiscal year ended March 31, 2010. The independent auditors noted that the Company has experienced significant losses and negative operating cash flows resulting in a working capital deficiency and shareholders' deficit. The Company reported a net loss $8.1 million on $3.3 million of revenue for the fiscal year ended March 31, 2010, compared with a net loss of $6.6 million on $2.3 million of revenue for the year ended March 31, 2009. FAMILY FIRST: Security Service Acquires Credit Union ---------------------------------------------------- The Daily Herald reports that Family First Credit Union has been purchased by Security Service Federal Credit Union of San Antonio. According to the Daily Herald, the National Credit Union Administration assumed control of Orem-based Family First in July 2010 to ensure credit union members experienced no interruption in service. This is the second federally insured credit union liquidation in 2011, the Daily Herald discloses. The Daily Herald notes that in addition to Orem, Security Service adds Family First locations in Pleasant Grove, Springville, American Fork, Payson and Lindon, to its network of service centers in Texas, Colorado and Utah. Member accounts will remain insured by the NCUA up to $250,000, Daily Herald says. "We are confident this acquisition will bring about positive changes for the Family First membership," the Daily Herald quotes David Reynolds, SSFCU president and CEO, as saying. "We are committed to providing our new members in Utah with the Security Service tradition of superior service, affordable products and attractive rates for deposits and loans that will help them meet all their financial needs." Security Service Federal Credit Union is headquartered in San Antonio, Texas, and operates 64 service centers in Texas, Colorado and Utah. The addition of Family First Federal Credit Union adds to Security Service's more than 800,000 members and more than $6 billion in assets. FIRST METALS: Executes Deal for Sale of Heavy Equipment ------------------------------------------------------- First Metals Inc disclosed that pursuant to its ongoing restructuring process that it has executed an agreement for the disposition of certain of its heavy equipment for total cash proceeds of $1,100,000. The completion of the sale, which is to be made through a receiver being appointed by the Corporation's secured creditors, is expected to close upon completion of certain regulatory procedures in the Province of Quebec associated with the restructuring process. First Metals Inc. is a resource company with two main Zinc-Copper deposits, Fabie Bay and Magusi River. Fabie Bay was producing until December 2008 when production was suspended. The company filed a proposal under Part III of the Bankruptcy and Insolvency Act in April 2009. The company received approval for is proposal under Part III of the Bankruptcy and Insolvency Act in June 2009. Richard Williams and Jay Richardson who had held their respective positions of President-CEO and Secretary-Treasurer since July 22nd 2008, were terminated by the board effective January 8th, 2010. Michael Churchill was installed by the board January 8th, 2010 as President and CEO with a specific mandate to assess and report on the financial and operational status of FMA, formulate a new operational and reorganization plan, and then implement the plan. FORD MOTOR: State Street Discloses 11.1% Equity Stake ----------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, State Street Corporation disclosed that it beneficially owns 398,090,370 shares of common stock of Ford Motor Company representing 11.1% of the shares outstanding. State Street Bank and Trust Company also owns 334,533,852 shares of common stock or 9.4% equity stake. As of Oct. 29, 2010, the Company had outstanding 3,401,803,026 shares of Common Stock and 70,852,076 shares of Class B Stock. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. Ford Motor's balance sheet at Sept. 30, 2010, showed $177.07 billion in total assets, $178.81 billion in total liabilities, and a stockholders' deficit of $1.77 billion. * * * Ford Motor has a 'BB' issuer default rating, with positive outlook, from Fitch Ratings; 'Ba2' corporate family rating and probability of default rating from Moody's Investors Service; and a 'BB-' corporate credit rating, with positive outlook, from Standard & Poor's. Fitch said at the end of January 2011 that Ford's ratings reflect its continued strong financial performance and the substantial debt reduction accomplished in the fourth quarter of 2010, both of which outperformed Fitch's previous expectations. FRONTPOINT PARTNERS: Investors Redeem $500M from Liquidated Fund ---------------------------------------------------------------- Paula Schaap at HedgeFund.net reports that FrontPoint Partners has received redemption requests for $500 million so far this year, after it liquidated a healthcare fund linked to an insider trading investigation. HedgeFund.net, citing unnamed sources, relates that the latest round of first quarter redemptions will bring the firm's assets under management to about US$4.5 billion. Requests for redemptions this quarter were due by Feb. 15. Besides the liquidation of the healthcare fund, FrontPoint had about another $1.5 billion in redemption requests in the fourth quarter of last year. As reported in the Troubled Company Reporter on Nov. 22, 2010, the New York Times said that hedge fund FrontPoint Partners will liquidate its $1.5 billion health care fund in the wake of allegations that Joseph Skowron, manager at the firm, received insider information from French doctor Yves Benhamou, a person familiar with the matter said. The NY Times said the fund has been hit with a number of redemption requests following federal criminal and civil charges that were filed against the doctor on Nov. 2, 2010. Court documents allege that Dr. Benhamou passed sensitive information about a clinical drug trial for a hepatitis drug to Mr. Skowron, co-manager of FrontPoint's health care funds. FrontPoint has not been charged with wrongdoing. The NY Times said a New York judge held Dr. Benhamou in lieu of $3 million bail. Dr. Benhamou is accused of leaking information from roughly November 2007 to January 2008 while he worked on a steering committee that oversaw the clinical trial of a hepatitis- C drug for Human Genome Science. At that time, he was consulting for hedge funds and other investors who traded stocks in the health care sector. During that period, Dr. Benhamou repeatedly communicated updates to Mr. Skowron, prompting the portfolio manager to order the sell-off of six million shares of Human Genome Sciences, a biopharmaceutical company, according to the complaints. FrontPoint Partners manages about $7 billion in assets. GALP CNA: 3 Affiliates File Separate Plans of Reorganization ------------------------------------------------------------ GALP Cypress Limited Partnership, Wentwood Woodside I, L.P., and Wentwood Roundhill I, L.P., have filed separate plans of reorganization and disclosure statements with the U.S. Bankruptcy Court for the Southern District of Texas. Copies of the Debtors' disclosure statements are available for free at: http://bankrupt.com/misc/GALPCNA_GALPCypress_DS.pdf http://bankrupt.com/misc/GALPCNA_WentwoodDS.pdf http://bankrupt.com/misc/GALPCNA_WentwoodRoundhill_DS.pdf The Debtors are in the process of arranging to fund their plans out of (i) new equity, and (ii) collection of related party receivables. Under their plans, claims of attorneys and other professionals, taxiing authorities, governmental units will be paid in cash in full. Under the Debtors' plans, holders of claims secured by a mechanic's and materialmen's lien will be paid in full. Holders of claims not secured by a lien or security interest each will be paid 20% of its allowed claim, in cash. Holders of allowed, unsecured claims of $1,000 or less, and in excess of $1,000 will receive 70% of the amount of its claim, in cash. Allowed equity interest holders will retain interest held. GALP Cypress' Plan Under GALP Cypress' Plan, GALP Cypress will pay $537,000 to Centrum Financial Services, Inc., settling with Centrum the current arrearage of back interest on Centrum's claim. The excess amount of the payment to Centrum will be applied to the arrearage of back interest on Equity Funding LLC's claim. Commencing on the effective date, the post-confirmation fixed interest rate will be set at 9% per annum, with term extended through December 2013, with prepayment permitted. GALP Cypress will pay off the $1.5 million principal balance on Equity Funding LLC's secured first lien claim as follows: (i) on March 31, 2011, $500,000 will be paid to Equity Funding, pursuant to instructions provided by Equity Funding; and (ii) within one business day after the effective date or when the claim is allowed or ordered paid by final court order, whichever date is later, $1 million will be paid to Equity Funding. Equity will apply the excess amount of the $537,000 payment made to Centrum Financial Services, Inc., settling with Equity Funding the arrearage of back interest on Equity Funding. Creditors with claims not secured by a lien or security interest and not subject to setoff will retain their claims, in their full amounts against GALP Cypress. Source of Funds: ---------------- New Equity (from cash calls): $3,054,584.24 Related Party Receivables: $166,000.00 Ch. 11 Prepetition Retainer ($9,000) $3,904.85 ------------ $3,224,489.09 Use of Funds: ------------- Class 1 Creditors (Professionals): $3,900.00 Class 2 (Taxing Authorities): $1,072,599.31 Class 4 and 5 (Centrum/Equity Funding): $1,609,599.31 Class 7 (General Unsecured): $100,013.62 (20% of face) Class 8 ($1,000 or less Unsecured): $10,976.16 (70% of face) ------------- $3,224,489.09 Wentwood Woodside's Plan Under Wentwood Woodside's Plan, Wentwood Woodside will pay $538,000 to Centrum Financial Services, Inc., pursuant to payment instructions provided by Centrum, settling with Centrum the arrearage of back interest on Centrum's claim. Creditors with claims secured by a junior lien or security interest will retain its junior lien position. Source of Funds: ---------------- New Equity (from cash calls): $1,122,541.08 Related Party Receivables: $541,000.00 Ch. 11 Prepetition Retainer ($9,000): $4,017.01 ----------------- $1,667,558.09 Use of Funds: ------------- Class 1 Creditors (Professionals): $4,000.00 Class 2 (Taxing Authorities): $1,086,730.96 Class 4 (Centrum): $538,000.00 Class 7 (General Unsecured): $33,423.50 (20% of face) Class 8 ($1,000 or Less Unsecured): $5,403.64 (70% of face) ----------------------- $1,667,558.09 Wentwood Roundhill's Plan Source of Funds: ---------------- New Equity (from cash calls): $2,014,119.98 Related Party Receivables: $67,560.00 Ch. 11 Prepetition Retainer ($9,000) $4,079.53 -------------- $2,085,759.51 Use of Funds: ------------ Class 1 Creditors (Professionals): $4,000.00 Class 2 (Taxing Authorities): $561,916.00 Class 4 (Centrum): $1,492,000.00 Class 6 (General Unsecured): $25,407.64 (20% of face) Class 7 ($1,000 or less Unsecured): $2,435.87 (70% of face) ---------------- $2,085,759.51 Wentwood Roundhill will pay down $1 million of the principal on Centrum Financial Services, Inc.'s secured first lien claim as follows: (i) on March 31, 2011, $500,000 will paid to Centrum; and (ii) within one business day after the effective date or when the claim is allowed or ordered paid by final court order, whichever date is later, $500,000 will be paid to Centrum. The Debtor will pay $492,000 to Centrum, settling with Centrum the arrearage of back interest on Centrum's claim. Holders of claims not secured by a lien or security interest and not subject to setoff will retain its claim, in its full amount of $4,834,302, against the Debtor. About GALP CNA Houston, Texas-based GALP CNA Limited Partnership filed for Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No. 10-38975). The Debtor estimated its assets and debts at $1 million to $10 million at the Petition Date. GALP CNA's case is jointly administered with that of Wentwood Woodside I, L.P., Wentwood Roundhill I, L.P., Wentwood Rollingbrook, L.P., and GALP Cypress Limited Partnership. GALP CNA is the lead case. Houston, Texas-based GALP CNA Limited Partnership filed for Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No. 10-38975). The Debtor estimated its assets and debts at $1 million to $10 million at the Petition Date. Houston, Texas-based Wentwood Woodside filed for Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No. 10-38981). It estimated its assets at $10 million to $50 million and debts at $1 million to $10 million at the Petition Date. Houston, Texas-based Wentwood Roundhill filed for Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No. 10-38984. It estimated its assets and debts at $1 million to $10 million at the Petition Date. Houston, Texas-based Wentwood Rollingbrook filed for Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No. 10-38988. It estimated its assets and debts at $1 million to $10 million at the Petition Date. Houston, Texas-based GALP Cypress filed for Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No. 10-38991). It estimated its assets at $10 million to $50 million and debts at $1 million to $10 million at the Petition Date. Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, P.C., assists the Debtors in their restructuring efforts. GALP GRAYRIDGE: Files Proposed Reorganization Plan -------------------------------------------------- GALP Grayridge Limited Partnership has filed the U.S. Bankruptcy Court for the Southern District of Texas a proposed Plan of Reorganization and explanatory disclosure statement. The Debtor is in the process of arranging to fund the Plan of Reorganization out of: (i) the proceeds of a new $10,000,000 first mortgage loan (Debtor's second lienholder, Fairway Capital LLC, has agreed to facilitate and support the new first mortgage loan and funds should be available prior to the Confirmation hearing); (ii) expected insurance proceeds in the amount of $1.38 million from the Sept. 24, 2010 fire damage to 24 units (which units the Debtor does not intend to rebuild) of the Debtor's real property apartment building; and (iii) new equity (in the form of mandatory cash calls on various limited partners). Source of Funds: ---------------- New First Mortgage Loan: $10,000,000.00 Insurance Proceeds: $1,380,000.00 (9/24/10 fire damage to 24 units) New Equity (from cash calls): $2,246,818.24 Ch. 11 Prepetition Retainer ($25,000) $17,595.67 ------------- $13,644,413.91 Use of Funds (on the Effective Date): Class 1 Creditors (Professionals/Admin. Expenses): $267,500.00 Class 2 (2010 Ad Valorem Taxes/Franchise Taxes): $500,416.76 Class 4 (Repayment of Wells Fargo Loan): $12,784,244.00 Class 6 Creditors (M&M Liens): $1,963.88 Class 7 Creditors (General Unsecured): $81,872.00 (20% of face) Class 8 Creditors ($1,000 or less Unsecured): $8,321.60 (70% of face) -------------- $13,644,318.24 A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/GALPGrayridge_DS.pdf Treatment of Claims Holders of claims in Class 1 (Claims of Attorneys and Other Professionals); Class 2 (Claims of Taxing Authorities); Class 3 (Claims of Governmental Units); and Class 6 (Claims Secured by a Mechanic's and Materialmen's Lien) are not impaired and will be paid in cash in full. Holders of Class 4 (Claims Secured by a First Lien or Security Interest) claims are not impaired and will be paid in full. Holders of Class 5 (Claims Secured by a Second Lien or Security Interest) claims are not impaired. Each holder of the claim will retain its second lien position in accordance with the Second Lien Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, filed amongst the Harris County, Texas Real Property Records no. 20100024558. Holders of interests in Class 9 (Allowed Equity Interest Holders) are not impaired. Each equity interest holder will be allowed to retain interest held. Upon confirmation of the Plan, the property of the estate will be free and clear of any and all claims and interests of all entities, except as provided in the Plan, and will re-vest in the Reorganized Debtor. Class 7 (Claims Not Secured by a Lien or Security Interest) claims are impaired. Each holder will be paid 20% of its allowed claim, in cash. Class 8 (Allowed, Unsecured Claims of $1,000 or less, and in Excess of $1,000) claims are impaired. Each holder will receive 70% of the amount of its claim, in cash. About GALP Grayridge Houston, Texas-based GALP Grayridge Limited Partnership is a single asset real estate business entity. It owns these single asset real estate in Texas: C GALP Grayridge Limited Partnership - Chapter 11 (10-40007); C Vinings at West Oaks Apartments (512 units); C 15250 Grey Ridge Drive, Houston, TX 77082; and C NW quadrant of Harris County Toll Road and Hwy 6. GALP Grayridge filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-40007) on Nov. 1, 2010. Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. GARDEN OPERATION: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Garden Operation Realty 2239 Broadway New York, NY 10024 Bankruptcy Case No.: 11-10668 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Randy M. Kornfeld, Esq. KORNFELD & ASSOCIATES, P.C. 570 Lexington Avenue, 17th Floor New York, NY 10022 Tel: (212) 759-6767 Fax: (212) 759-6766 E-mail: rkornfeld@kornfeldassociates.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 Helmer Toro, president of general partner. GENCORP INC: GenCorp Retirement Plan Holds 7.1% Equity Stake ------------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, GenCorp Retirement Savings Plan disclosed that it beneficially owns 4,176,695 shares of common stock of GenCorp, Inc. representing 7.1% of the shares outstanding. As of Jan. 20, 2011, there were 58.6 million outstanding shares of the Company's Common Stock, including redeemable common stock, $0.10 par value. The Plan is a voluntary savings plan for eligible employees of GenCorp Inc. and certain of its subsidiaries. Employees who elect to participate in the Plan may select one or more of twenty investment options for their contributions. Prior to April 15, 2009, one such option was a fund investing solely in GenCorp common stock. Effective March 16, 2009, participant-directed exchanges into the GenCorp Stock Fund from other investment funds in the Plan were no longer permitted. Effective April 15, 2009, all future contribution investment elections directed into the GenCorp Stock Fund were redirected to other investment options. Effective Jan. 15, 2009, GenCorp discontinued matching contributions in the Plan for non-union employees; matching contributions for all employees were reinstated beginning with the first full payroll period in July 2010. Prior to April 15, 2009, all matching company contributions were initially allocated to the GenCorp Stock Fund. Effective April 15, 2009, all matching contributions to a participant's account, if any, are allocated in accordance with the participant's investment elections for his own contributions. Under the terms of the Plan, Fidelity Management Trust Company receives dividends on shares held in the GenCorp Stock Fund and is required to invest and reinvest the principal and income of the GenCorp Stock Fund in GenCorp shares. Participating employees ultimately receive such benefits as result from the performance of the GenCorp Stock Fund upon their election to take a distribution of their allocated shares from the GenCorp Stock Fund. About GenCorp Inc. Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company's excess real estate assets. The Company's balance sheet at Nov. 30, 2010, showed $991.50 million in total assets, $1.19 billion in total liabilities and $200.20 million in total shareholders' deficit. * * * Standard & Poor's in February 2011 has raised its corporate credit rating on GenCorp Inc. to 'B' from 'B-'. S&P also raised its rating on the company's first-lien secured debt to 'BB-' from 'B+' and on the subordinated debt to 'CCC+' from 'CCC'. The recovery rating on the first-lien secured debt remains unchanged at '1', and the recovery rating on the subordinated debt remains unchanged at '6'. The outlook is stable. "We are raising its ratings on GenCorp by one notch to reflect the company's improved liquidity position," said Standard & Poor's credit analyst Lisa Jenkins. "The ratings on GenCorp reflect its highly leveraged capital structure, weak financial performance, limited diversity, and modest scale of operations compared with competitors. Offsetting these challenges to some extent is the company's good niche positions in aerospace propulsion and solid backlog. S&P characterize GenCorp Inc.'s business profile as weak and its financial profile as highly leveraged." GENCORP INC: Whitebox, et al, No Longer Hold Equity --------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Whitebox Advisors, LLC and its affiliates disclosed that they do not own any securities of GenCorp Incorporated. About GenCorp Inc. Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company's excess real estate assets. The Company's balance sheet at Nov. 30, 2010, showed $991.50 million in total assets, $1.19 billion in total liabilities and $200.20 million in total shareholders' deficit. * * * Standard & Poor's in February 2011 has raised its corporate credit rating on GenCorp Inc. to 'B' from 'B-'. S&P also raised its rating on the company's first-lien secured debt to 'BB-' from 'B+' and on the subordinated debt to 'CCC+' from 'CCC'. The recovery rating on the first-lien secured debt remains unchanged at '1', and the recovery rating on the subordinated debt remains unchanged at '6'. The outlook is stable. "We are raising its ratings on GenCorp by one notch to reflect the company's improved liquidity position," said Standard & Poor's credit analyst Lisa Jenkins. "The ratings on GenCorp reflect its highly leveraged capital structure, weak financial performance, limited diversity, and modest scale of operations compared with competitors. Offsetting these challenges to some extent is the company's good niche positions in aerospace propulsion and solid backlog. S&P characterize GenCorp Inc.'s business profile as weak and its financial profile as highly leveraged." GENERAL GROWTH: Alabama Mall Value Drops 52% to $159 Mil. --------------------------------------------------------- A $350 million loan on a mall in Alabama owned by General Growth Properties, Inc. ("New GGP") has been reduced by $159 million based on an appraisal, Reuters reported. According to Trepp, a firm that tracks performance of commercial backed security deals, the Riverchase Galleria loan, which was among loans that were securitized into bonds in 2006, was reduced by $159 million or 52%, Reuters relayed. Reuters wrote that the bonds are grouped into different classes, each carrying different rates of risk. Trepp noted that the appraisal reduction of $159 million indicates a possible loss, the report stated. If the loss turns out to actually be $159 million, it could wipe out 10 classes of bonds and part of an 11th in a deal, according the report. Old GGP negotiated loans on most of its 185 malls during the bankruptcy, except for the Riverchase Mall, Reuters disclosed. The loan on the 582,000 square-foot mall in Hoover, Alabama is 60 days delinquent and matures in October 2011, the report added. The loan is with Bank of America, its special servicer, Reuters said. New GGP spokesperson James Graham noted that New GGP "does not intend to give it back" and intends to keep the mall, Reuters related. According to Reuters, the mortgage comprises 12.5% of the collateral underlying the CMBS deal and is likely to cost $770,000 in lost interest each month. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Firms Seek Final Approval of $200.3 Mil. in Fees ---------------------------------------------------------------- Professionals employed and retained in General Growth Properties Inc.'s Chapter 11 cases filed applications for final allowance of fees totaling $200,378,382 and reimbursement of expenses totaling $5,546,264, pursuant to Section 331 of the Bankruptcy Code for these periods: Firms Period Fees Expenses ----- ------ ---- -------- Weil, Gotshal & Manges 04/16/09- $54,987,845 $1,500,229 LLP 10/21/10 Miller Buckfire & Co., 04/16/09- $28,850,000 $207,764 LLC 11/09/10 AlixPartners, LLP 04/16/09- $28,164,221 $1,204,489 10/21/10 Kirkland & Ellis LLP 04/16/09- $26,554,760 $872,724 10/21/10 Houlihan Lokey Howard 04/27/09- $15,897,956 $182,537 & Zukin Capital, Inc. 11/09/10 Akin Gump Strauss 04/24/09- $15,444,474 $683,627 Hauer & Feld LLP 11/09/10 Deloitte & Touche LLP 04/16/09- $9,337,556 $38,998 10/21/10 Saul Ewing LLP 09/09/09- $5,354,267 $117,533 10/21/10 Brown Rudnick LLP 03/19/09- $3,515,429 $165,026 11/30/10 FTI Consulting, Inc. 04/27/09- $3,245,180 $44,442 11/09/10 Cantor Fitzgerald & Co. 03/24/10- $2,050,000 $10,159 10/21/10 Jenner & Block LLP 04/16/09- $1,637,040 $249,627 10/21/10 UBS Securities, LLC 12/16/10- $1,141,935 $222,515 10/21/10 Deloitte Tax LLP 04/16/09- $1,369,359 $2,864 10/21/10 Ernst & Young LLP 04/16/09- $1,335,667 $3,549 10/21/10 Hughes Hubbard & Reed 01/22/10- $390,544 $7,571 LLP 10/21/10 Hewitt Associates LLC 02/01/10- $342,177 $7,949 10/21/10 PricewaterhouseCoopers 04/16/09- $308,112 $502 LLP 10/21/10 Halperin Battaglia 07/01/10- $227,999 $3,035 Raicht, LLP 10/21/10 The Weitzman Group, 05/04/10- $145,825 $4,679 Inc. 09/30/10 Bracewell & Giuliani 04/16/09- $27,553 $4,637 LLP 11/09/10 Epiq Bankruptcy 06/12/09- $17,538 $166 Solutions, LLC 10/31/10 Grant Thornton LLP 10/01/09- $16,043 $5 11/30/10 Assessment Technologies, 06/15/09- $16,902 $11,637 Ltd. 11/30/10 Brown Rudnick notes that $303,972 of the total fees and expenses sought was previously paid by the Reorganized Debtors. Thus, the total amount requested by Brown Rudnick is $3,375,483. In addition, UBS seeks allowance of a completion fee totaling $16,929,032. AlixPartners also asks the Court to allow and approve a contingent success fee of $1,412,436. Saul Ewing seeks the Court's allowance of a fee enhancement of $975,000. Cantor Fitzgerald also seeks allowance of a success fee for $5,950,000. Saul Ewing also seeks reimbursement of expenses of the members of the Official Committee of Equity Security Holders for $11,948 incurred for the period Sept. 9, 2009 to Oct. 21, 2010. These professionals seek final allowance of holdbacks: Firm Holdback Amount ---- --------------- Saul Ewing $209,640 Hughes Hubbard 19,450 Halperin Battaglia 11,772 Weil Gotshal and Kirkland are the Debtors' counsel. UBS is the Debtors' capital markets advisor and Miller Buckfire is the investment banker of the Debtors. Deloitte Tax and E&Y provide tax services to the Debtors. Deloitte & Touche serves as the Debtors' independent auditor. PwC and Grant & Thornton are the Debtors' tax advisors. Jenner Block is special litigation counsel of the Debtors. Bracewell & Giuliani LLP is the Debtors' special counsel. Epiq serves as the Debtors' voting and tabulation agent and the Official Committee of Unsecured Creditors' information agent. Akin Gump is counsel to the Creditors' Committee. Houlihan Lokey and FTI serve as the Creditors' Committee's financial advisors. Halperin Battaglia acts as the Creditors' Committee's conflicts counsel. Saul Ewing is counsel to the Official Committee of Equity Security Holders. Cantor Fitzgerald is the Equity Committee's financial advisor. Weitzman serves as real estate consultant to the Equity Committee. Hughes Hubbard is the Fee Committee's counsel. Brown Rudnick is Wilmington Trust FSB's counsel. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Says Solvency Doesn't Give EuroHypo Default Rate ---------------------------------------------------------------- As reported in the Jan. 24, 2011 edition of the Troubled Company Reporter, Reorganized General Growth Properties, Inc., and its units ask the Court to disallow a claim for $85.6 million filed by Eurohypo AG, New York Branch, as administrative agent under a Feb. 24, 2006 credit agreement. The 2006 Lenders seek payment of about $85.6 million in postpetition interest at the contractual default rate where they were not contractually entitled to it other than by virtue of an ipso facto clause triggered by the Debtors' Chapter 11 filings, Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York, argues. However, the 2006 Lenders failed to accelerate the 2006 Loan before the Petition Date, a condition precedent to the 2006 Lenders' right to collect default interest under the 2006 Credit Agreement and New York law, he contends. Eurohypo filed a court document defending its claim request. The Reorganized Debtors were in default on the 2006 Credit Agreement well before their bankruptcy filings, and notwithstanding multiple unremedied defaults, the 2006 Lenders supported their restructuring efforts, Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, counsel to Eurohypo AG, New York Branch, as the administrative under the 2006 Loan Agreement, tells Judge Allan Gropper. "While those efforts were in the end successful, this does not give the Reorganized Debtors latitude to ignore well-settled law and uncontroverted facts to deprive the 2006 Lenders of their contractually bargained-for rights, to which they are legally entitled," Mr. Miller asserts. GGP, Inc., and its debtor affiliates' solvency today should not distract from the fact that prepetition, the 2006 Lenders purposely and deliberately failed to trigger the default rate they now ask the U.S. Bankruptcy Court for the Southern District of New York to award them, Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, counsel to the Reorganized Debtors, tells Judge Allan L. Gropper. Contrary to Eurohypo AG, New York Branch, as administrative agent under the 2006 Loan Agreement, and the 2006 Lenders' assertions, it is simply not true that, in every solvent debtor case, the court has awarded default interest, without regard to the other factors of the case, Ms. Goldstein argues. Whether a debtor is solvent or its unsecured creditors will be harmed by payment of the default rate of interest, however, are two of a non-exhaustive list of factors a court may consider in examining the equities, Ms. Goldstein asserts. Indeed, there is no dispute that acceleration of the 2006 Loan Agreement could have triggered negative actions across GGP's capital structure, placing the Company at risk of a free-fall into bankruptcy, she stresses. Aside from the operational chaos that would have resulted, a free-fall into bankruptcy would have borne adverse economic consequences, she adds. Against this backdrop, Ms. Goldstein insists that the 2006 Lenders are not entitled to postpetition interest at the Default Rate because: (a) they did not take the actions required by the 2006 Loan Agreement to accelerate the 2006 Loan prior to the Petition Date; and (b) the filing of the Chapter 11 cases did not automatically accelerate the debt for the purpose of asserting the Default Rate interest. Ms. Goldstein notes that the 2006 Credit Agreement contained express requirements to trigger the Default Rate. However, neither sending e-mails to the Reorganized Debtors providing them with "options" nor sending "Interest Rate Modification Notices" was sufficient to trigger the Default Rate under the 2006 Loan Agreement, she contends. "The fact that the 2006 Lenders made a conscious decision not to accelerate the 2006 Loan reflects that, at the very least, the 2006 Lenders determined that it was in their economic best interests not to do so," she emphasizes. The 2006 Lenders' decision was intended, and when viewed in light of the circumstances then existing -- the recent collapse of the CMBS market, uncertain values and the possibility that acceleration by the 2006 Lenders could start the cascade of defaults and cross-defaults that would have given rise to adverse actions by other debt constituencies -- was not an unreasonable decision, Ms. Goldstein asserts. Against this backdrop, the 2006 Lenders can not now ask the Court to ignore those actions and grant them the default interest to which they never became contractually entitled, she maintains. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Appaloosa & Green Hunt Claims Temporarily Allowed ----------------------------------------------------------------- Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York granted the motions to temporarily allow claims filed by Green Hunt Wedlake, Inc., trustee of General Motors Nova Scotia Finance Company, and Appaloosa Management L.P., Aurelius Capital Management, LP, Elliot Management Corporation, and Fortress Investment Group LLC. The Nova Scotia Guarantee Claims will be temporarily allowed solely for purposes of voting on the Amended Joint Chapter 11 Plan of Reorganization in an aggregate amount not to exceed $1.072 billion. Solely for purposes of voting on the Plan, the Nova Scotia Noteholders will be permitted to vote their Nova Scotia Guarantee Claims as follows: (a) the Appaloosa Noteholders, their affiliates, and the entities that they manage will be entitled to no more than 15 votes in the aggregate; (b) certain noteholders represented by Brown Rudnick LLP will be entitled to no more than 12 votes in the aggregate; (c) Morgan Stanley & Co., International plc will be entitled to no more than one vote; and (d) Goldman Sachs & Co. will be entitled to no more than one vote. The noteholder clients of Brown Rudnick are Anchorage Capital Master Offshore Ltd.; Canyon-GRF Master Fund, L.P.; Canyon Value Realization Fund L.P.; CSS, LLC; Knighthead Master Fund, LP; LMA SPC for and on behalf of MAP 84; Lyxor/Canyon Realization Fund, Ltd.; Onex Debt Opportunity Fund, Ltd.; Redwood Master Fund Ltd, and The Canyon Value Realization Master Fund, L.P. Solely for purposes of voting on the Plan, the Nova Scotia Trustee will be permitted to provisionally vote its Nova Scotia Wind-Up Claim in the amount of $1,607,647,592 as one vote; provided, however, that all rights of the Debtors and the Official Committee of Unsecured Creditors are expressly reserved and retained at or prior to the hearing on confirmation of the Plan to renew the opposition to the Nova Scotia Trustee Motion on a five-day notice to Akin Gump Strauss Hauer & Feld LLP, counsel to the Nova Scotia Trustee, and to argue that the vote of the Nova Scotia Trustee should not be counted under Rule 2018 of the Federal Rules of Bankruptcy Procedure in the event (i) the Nova Scotia Trustee does not vote to accept the Plan and (ii) Class 3 rejects the Plan. Judge Gerber ruled that upon delivery by the Nova Scotia Trustee to the Debtors of their objections to confirmation of the Plan in writing, the Debtors will confer with the Nova Scotia Trustee in an effort to resolve those objections. The provisions of this order are solely for purposes of voting on the Plan and the rights of all parties are expressly reserved as to all other matters, including, without limitation, with respect to the objections that have been filed to the allowance of the Nova Scotia Guarantee Claims and the Nova Scotia Wind-Up Claim, Judge Gerber clarified. The Committee-Backed Plan Motors Liquidation Company and its affiliates are scheduled to present their Chapter 11 plan for confirmation at a hearing on March 3, 2011. Old GM reached an agreement with the U.S. Department of the Treasury and creditors that will allow the company to approve a final Chapter 11 plan. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York has approved the adequacy of the disclosure statement explaining the Plan at hearings in December. The Official Committee of Unsecured Creditors recommends that holders of general unsecured claims in Class 3 vote to accept OLD GM's Chapter 11 plan. Deadline to submit ballots is on Feb. 11, 2011. The Creditors' Committee believes the Plan provides for the best recovery for unsecured creditors as a whole and acceptance of the Plan will expedite distributions to general unsecured creditors. Pursuant to the Master and Sale Purchase Agreement, General Motors LLC ("New GM") issued to the Debtors about 10% of New GM stock and two sets of warrants for additional New GM shares, representing, collectively an additional 15% of New GM stock. The Creditors' Committee says that if the aggregate allowed general unsecured claims against the Debtors are between $35 billion and $42 billion, New GM will issue up to an additional 2% of its stock to the Debtors. Under the Plan, holders of Allowed General Unsecured Claims will receive: * An initial distribution of New GM Securities, based on the creditor's pro rata share of the total remaining general unsecured claims asserted against the estate. The creditor's pro rata share will be calculated by taking the amount of the creditor's claim and dividing it by the sum of (x) the general unsecured claims allowed at the time plus (y) the maximum amount of disputed general unsecured claims. * General Unsecured Claims Trust Units, which entitle the creditor to potentially receive additional New GM Securities as disputed general unsecured claims are disallowed or otherwise resolved. The Creditors' Committee also prepared a chart showing the likely estimated range of Allowed General Unsecured Claims in certain categories as of Nov. 11, 2010. The chart is available for free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf A full-text copy of the December 10 Letter is available for free at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf Full-text copies of the Amended Plan and Disclosure Statement, dated Dec. 8, 2010, are available for free at: http://bankrupt.com/misc/gm_Dec8Plan.pdf http://bankrupt.com/misc/gmDec8DS.pdf About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: NCR Says It's Unfairly Discriminated Under Plan --------------------------------------------------------------- NCR Corporation complains that Motors Liquidation's Amended Joint Chapter 11 Plan of Reorganization provides for the transfer of all cash -- including a "Total Overage" as defined in the Plan -- to parties other than NCR, in violation of Section 1129(a)(1) of the Bankruptcy Code. The Total Overage is subject to an adversary complaint filed by NCR against Motors Liquidation Company and NCR seeks that the Total Overage may not be distributed to MLC's creditors as part of the Plan and must be turned over to NCR. Matthew A. Hamermesh, Esq., at Hangley Aronchick Segal & Pudlin, P.C., in Philadelphia, Pennsylvania, insists that a plan that provides for distribution of property that a debtor holds in trust violates Sections 541(b)(1) and (d) and 1123(a)(5) and (b)(2) of the Bankruptcy Code. Accordingly, NCR asks the Court to deny confirmation of the Plan unless it is amended to ensure that the Total Overage is not distributed to any party other than NCR. The Committee-Backed Plan Motors Liquidation Company and its affiliates are scheduled to present their Chapter 11 plan for confirmation at a hearing on March 3, 2011. Old GM reached an agreement with the U.S. Department of the Treasury and creditors that will allow the company to approve a final Chapter 11 plan. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York has approved the adequacy of the disclosure statement explaining the Plan at hearings in December. The Official Committee of Unsecured Creditors recommends that holders of general unsecured claims in Class 3 vote to accept OLD GM's Chapter 11 plan. Deadline to submit ballots is on Feb. 11, 2011. The Creditors' Committee believes the Plan provides for the best recovery for unsecured creditors as a whole and acceptance of the Plan will expedite distributions to general unsecured creditors. Pursuant to the Master and Sale Purchase Agreement, General Motors LLC ("New GM") issued to the Debtors about 10% of New GM stock and two sets of warrants for additional New GM shares, representing, collectively an additional 15% of New GM stock. The Creditors' Committee says that if the aggregate allowed general unsecured claims against the Debtors are between $35 billion and $42 billion, New GM will issue up to an additional 2% of its stock to the Debtors. Under the Plan, holders of Allowed General Unsecured Claims will receive: * An initial distribution of New GM Securities, based on the creditor's pro rata share of the total remaining general unsecured claims asserted against the estate. The creditor's pro rata share will be calculated by taking the amount of the creditor's claim and dividing it by the sum of (x) the general unsecured claims allowed at the time plus (y) the maximum amount of disputed general unsecured claims. * General Unsecured Claims Trust Units, which entitle the creditor to potentially receive additional New GM Securities as disputed general unsecured claims are disallowed or otherwise resolved. The Creditors' Committee also prepared a chart showing the likely estimated range of Allowed General Unsecured Claims in certain categories as of Nov. 11, 2010. The chart is available for free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf A full-text copy of the December 10 Letter is available for free at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf Full-text copies of the Amended Plan and Disclosure Statement, dated Dec. 8, 2010, are available for free at: http://bankrupt.com/misc/gm_Dec8Plan.pdf http://bankrupt.com/misc/gmDec8DS.pdf About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Nova Scotia Noteholders Oppose Plan Confirmation ---------------------------------------------------------------- Appaloosa Management L.P., Aurelius Capital Management, LP, Elliott Management Corporation, and Fortress Investment Group LLC, each on behalf of their managed entities, which hold certain notes issued by General Motors Nova Scotia Finance Company, oppose confirmation of the Amended Joint Chapter 11 Plan of Reorganization of Motors Liquidation Company and its debtor affiliates. The Nova Scotia Noteholders object to the confirmation of the Plan because it fails to provide fair treatment to Nova Scotia Guaranty Claims totaling $1,072,557,531 and the Wind-Up Claim for $1,607,647,592, which the Debtors expressly acknowledged should be allowed as part of a global agreement that enabled the Debtors to move forward with their restructuring plan that formed the foundation of the Plan. The Nova Scotia Noteholders further object to confirmation of the Plan because: * The Plan provides for withholding all distributions on account of the Nova Scotia Guaranty Claims and the Wind-Up Claim, including on account of undisputed portions of those Claims, until the time as the Claims are allowed. * The Plan does not provide for a segregated reserve for Distributions withheld pending resolution of disputed general unsecured claims; instead the Plan provides that remaining disputed general unsecured claims will be discharged if trust distributable assets are exhausted. * The Plan authorizes the GUC Trust Administrator to sell trust assets, including securities withheld from distribution and allocable to holders of disputed general unsecured claims, without the consent of those holders. * The Plan improperly provides that the GUC Trust Administrator may at any time request that the Court estimate a disputed claim, regardless of whether the Bankruptcy Court has ruled on that claim, including during the pendency of any appeal. * The Plan permits the Nova Scotia Noteholders to retain their debt securities for the purpose of asserting their direct claims against GM Nova Scotia, but is ambiguous as to whether distributions to the Nova Scotia Noteholders will be made during the period that they retain their securities. * The Plan improperly provides for the cancellation of the Nova Scotia Fiscal and Paying Agency Agreement notwithstanding that GM Nova Scotia is the subject of a proceeding under the Bankruptcy and Insolvency Act in Canada and is not a Debtor. * The Plan improperly provides for the dissolution of GM Nova Scotia notwithstanding that GM Nova Scotia is the subject of a Canadian BIA proceeding and is not a Debtor. * The Plan is ambiguous as to whether the Debtors may modify the substance of the GUC Trust Agreement post- confirmation. The Plan should be clarified to state that the Debtors may not modify the agreement post-confirmation. * The Plan does not provide the value of the Unit Issuance Ratio used to determine distributions under the GUC Trust Agreement. * The GUC Trust Agreement authorizes the GUC Trust Administrator to make distributions that are "not in technical compliance" with the distribution provisions of the GUC Trust Agreement. Gary D. Ticoll, Esq., at Greenberg Traurig LLP, in New York, contends that the execution of the Lock-Up Agreement was the final critical component that permitted the Debtors to satisfy the conditions imposed by the governments of the U.S. Government and Canada, to effect an expedited 363 sale that could only occur without a GM Canada CCAA filing, and preserve the going-concern value of the Debtors' business. "Absent the Lock-Up Agreement, the restructuring of the Debtors' business could not have proceeded in the form it did," he emphasizes. Now the Debtors, the counterparties to the Lock-Up Agreement, are seeking, through the Plan, to deprive the Nova Scotia Noteholders and the Nova Scotia Trustee of entitlement to any initial distributions under the Plan, Mr. Ticoll avers. The Debtors' refusal to permit distributions to the Nova Scotia Noteholders and Green Hunt Wedlake, Inc., as the Nova Scotia Trustee, is based solely on the objection of the Official Committee of Unsecured Creditors, which objection can only be described as flimsy, at best, he argues. Accordingly, it would be patently unfair for the U.S. Bankruptcy Court for the Southern District of New York to confirm a plan of reorganization that deprives the Nova Scotia Noteholders and the Nova Scotia Trustee of initial distributions, solely based on the meritless claims objection filed by the Committee, Mr. Ticoll asserts. The Debtors' representations and the assumption of the Lock-Up Agreement should at the very least provide a presumption of the validity of the Nova Scotia Guaranty Claims and the Wind- Up Claim, requiring a particularly heavy burden for the Debtors and the Committee to overcome, he maintains. Certain holders of notes issued by GM Nova Scotia join in the Confirmation Objection of Appaloosa, et al. They are Anchorage Capital Master Offshore Ltd.; Canyon-GRF Master Fund, L.P.; Canyon Value Realization Fund L.P.; CSS, LLC; CQS Directional Master Fund Inc.; KIVU Investment Fund Limited; Knighthead Master Fund, LP; LMA SPC for and on behalf of MAP 84; Lyxor/Canyon Realization Fund, Ltd.; Onex Debt Opportunity Fund, Ltd.; Redwood Master Fund Ltd. and The Canyon Value Realization Master Fund, L.P. Nova Scotia Trustee Seeks Initial Distributions Green Hunt complains that the Plan evidences a failure to act with fairness toward holders of Disputed Claims by prohibiting any distributions to holders of Disputed Claims and not provide for adequate reserves. "Through this mechanism, the Debtors have sided with the Creditors' Committee's Objection to the Guaranty and Wind-Up Claims in an attempt to leverage the Nova Scotia Trustee to settle the Claims Objection before the initial distribution date or risk that only limited value, if any, will be available," the Nova Scotia Trustee alleges. Phillip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, stresses that the danger to the Nova Scotia Trustee and other similarly situated creditors is real. Specifically, the GUC Trust Agreement provides that in the event that the GUC Trust Administrator fails to reserve sufficient consideration for holders of Disputed Claims that are subsequently Allowed, those Claims will be deemed discharged, he points out. To prevent the Debtors and the GUC Trust Administrator from using the threat of discharge under the Plan to influence pending litigation, the Nova Scotia Trustee asserts that the Plan must be modified to provide: * for an (i) initial distribution to the Nova Scotia Trustee or the Nova Scotia Noteholders in respect of the outstanding amount of the Nova Scotia Notes, less the consent fee of $369 million, and an (ii) initial distribution to the Nova Scotia Trustee in respect of the other liabilities asserted in the Nova Scotia Trustee's Wind-Up Claim; and * for a segregated reserve for the benefit of the Nova Scotia Trustee and the Nova Scotia Noteholders, which segregated reserve should retain distributions based on Allowed Claims of $2.69 billion as set forth in the Plan, less any amounts on account of which initial distributions are made to the Nova Scotia Trustee or the Nova Scotia Noteholders; and * provide a mechanism for disputed claims to share in additional assets that become available to the GUC Trust. Providing for initial distributions will not prejudice the Creditors' Committee, as issues related to duplication of Claims and payment of the consent fee will be preserved, Mr. Dublin assures the Court. More importantly, initial distributions will minimize, if not alleviate, the risk that the Nova Scotia Trustee will be harmed by the Creditors' Committee's specious allegations and the Plan's nonprotective claims reserve provisions, he insists. The Committee-Backed Plan Motors Liquidation Company and its affiliates are scheduled to present their Chapter 11 plan for confirmation at a hearing on March 3, 2011. Old GM reached an agreement with the U.S. Department of the Treasury and creditors that will allow the company to approve a final Chapter 11 plan. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York has approved the adequacy of the disclosure statement explaining the Plan at hearings in December. The Official Committee of Unsecured Creditors recommends that holders of general unsecured claims in Class 3 vote to accept OLD GM's Chapter 11 plan. Deadline to submit ballots is on Feb. 11, 2011. The Creditors' Committee believes the Plan provides for the best recovery for unsecured creditors as a whole and acceptance of the Plan will expedite distributions to general unsecured creditors. Pursuant to the Master and Sale Purchase Agreement, General Motors LLC ("New GM") issued to the Debtors about 10% of New GM stock and two sets of warrants for additional New GM shares, representing, collectively an additional 15% of New GM stock. The Creditors' Committee says that if the aggregate allowed general unsecured claims against the Debtors are between $35 billion and $42 billion, New GM will issue up to an additional 2% of its stock to the Debtors. Under the Plan, holders of Allowed General Unsecured Claims will receive: * An initial distribution of New GM Securities, based on the creditor's pro rata share of the total remaining general unsecured claims asserted against the estate. The creditor's pro rata share will be calculated by taking the amount of the creditor's claim and dividing it by the sum of (x) the general unsecured claims allowed at the time plus (y) the maximum amount of disputed general unsecured claims. * General Unsecured Claims Trust Units, which entitle the creditor to potentially receive additional New GM Securities as disputed general unsecured claims are disallowed or otherwise resolved. The Creditors' Committee also prepared a chart showing the likely estimated range of Allowed General Unsecured Claims in certain categories as of Nov. 11, 2010. The chart is available for free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf A full-text copy of the Dec. 10 Letter is available for free at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf Full-text copies of the Amended Plan and Disclosure Statement, dated Dec. 8, 2010, are available for free at: http://bankrupt.com/misc/gm_Dec8Plan.pdf http://bankrupt.com/misc/gmDec8DS.pdf About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: NUMMI Wants 100% Recovery, Objects to Plan ---------------------------------------------------------- New United Motor Manufacturing, Inc. ("NUMMI") opposes confirmation of the Amended Joint Chapter 11 Plan of Reorganization because it improperly foreclosed NUMMI's right to receive the full amount of recovery to which it is entitled. NUMMI complains that the Plan suffers from these material defects: (1) The Plan through the General Unsecured Claims Trust structure it establishes leaves NUMMI and certain general unsecured creditors exposed to the risk of receiving reduced distributions compared with other general unsecured creditors. (2) The Plan's ambiguously drafted release and injunction provisions appear to improperly and permanently stop NUMMI's pending adversary proceeding against the Debtors. (3) The Plan grants the Debtors other overly broad powers, unsupported by law, including, inexplicably, the authority for the Debtors to unilaterally dissolve NUMMI, threatening its continued existence and an unfettered right to setoff the Debtors' claims against allowed creditor claims. (4) The Debtors have not proven the necessary requirement to plan confirmation that all administrative claims regardless of when they become allowed will be paid in full in cash. Ray C. Schrock, Esq., at Kirkland & Ellis, in New York, -- ray.schrock@kirkland.com -- contends that the Plan and the GUC Trust Agreement are unclear on how much will be reserved for holders of disputed general unsecured claims and whether this amount will suffice to provide holders of general unsecured claims their pro rata share of Class 3 claims distribution. Indeed, the Plan fails to provide assurance that administrative claims currently disputed, like NUMMI's, will be satisfied in full in cash subsequent to the Plan becoming effective, he points out. Instead, the Debtors sought to include NUMMI's administrative claims in their proposed $420 million-reserve for unliquidated claims. The Plan's unequal treatment of general unsecured creditors violates a fundamental principle underpinning the Bankruptcy Code that similarly situated creditors be treated similarly, he insists. To avoid this unfair result, NUMMI proposes that the Debtors establish a reserve sufficient to cover the full $500 million of NUMMI's asserted claims. NUMMI further seeks to clarify that the Plan's release and injunctions will not bar its further prosecution of the adversary proceeding. The Committee-Backed Plan Motors Liquidation Company and its affiliates are scheduled to present their Chapter 11 plan for confirmation at a hearing on March 3, 2011. Old GM reached an agreement with the U.S. Department of the Treasury and creditors that will allow the company to approve a final Chapter 11 plan. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York has approved the adequacy of the disclosure statement explaining the Plan at hearings in December. The Official Committee of Unsecured Creditors recommends that holders of general unsecured claims in Class 3 vote to accept OLD GM's Chapter 11 plan. Deadline to submit ballots is on Feb. 11, 2011. The Creditors' Committee believes the Plan provides for the best recovery for unsecured creditors as a whole and acceptance of the Plan will expedite distributions to general unsecured creditors. Pursuant to the Master and Sale Purchase Agreement, General Motors LLC ("New GM") issued to the Debtors about 10% of New GM stock and two sets of warrants for additional New GM shares, representing, collectively an additional 15% of New GM stock. The Creditors' Committee says that if the aggregate allowed general unsecured claims against the Debtors are between $35 billion and $42 billion, New GM will issue up to an additional 2% of its stock to the Debtors. Under the Plan, holders of Allowed General Unsecured Claims will receive: * An initial distribution of New GM Securities, based on the creditor's pro rata share of the total remaining general unsecured claims asserted against the estate. The creditor's pro rata share will be calculated by taking the amount of the creditor's claim and dividing it by the sum of (x) the general unsecured claims allowed at the time plus (y) the maximum amount of disputed general unsecured claims. * General Unsecured Claims Trust Units, which entitle the creditor to potentially receive additional New GM Securities as disputed general unsecured claims are disallowed or otherwise resolved. The Creditors' Committee also prepared a chart showing the likely estimated range of Allowed General Unsecured Claims in certain categories as of Nov. 11, 2010. The chart is available for free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf A full-text copy of the Dec. 10 Letter is available for free at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf Full-text copies of the Amended Plan and Disclosure Statement, dated Dec. 8, 2010, are available for free at: http://bankrupt.com/misc/gm_Dec8Plan.pdf http://bankrupt.com/misc/gmDec8DS.pdf About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GOODYEAR TIRE: Fitch Affirms Issuer Default Rating at 'B+' ---------------------------------------------------------- Fitch Ratings has affirmed the ratings of The Goodyear Tire & Rubber Company and its Goodyear Dunlop Tires EURope B.V. subsidiary: GT -- Issuer Default Rating at 'B+'; -- Secured credit facility rating at 'BB+/RR1'; -- Secured second-lien term loan rating at 'BB+/RR1'; -- Senior unsecured rating at 'B/RR5'. GDTE -- Secured credit facility rating at 'BB+/RR1'. The Rating Outlook for GT and GDTE is Stable. In addition to the rating actions noted above, Fitch has assigned an IDR of 'B+' to GDTE. GT's ratings apply to a $1.5 billion secured revolving credit facility, a $1.2 billion secured second-lien term loan and $2.4 billion of unsecured notes. GDTE's ratings apply to two secured revolving credit facilities with a total limit of EUR505 million. GT's ratings reflect the tire manufacturer's relatively strong competitive position in the global replacement and original equipment tire segments and improvement in the company's end- markets, set against a relatively high debt load, weak free cash flow generation and substantial underfunded pension obligations. Leverage has declined over the past year as a strengthening global automotive market has led to increased sales and higher EBITDA, although total debt at Dec. 31, 2010, was higher than at year-end 2009. Profitability improved in 2010 and is expected to grow further in 2011, but Fitch expects free cash flow to remain weak or negative. GT's liquidity position remains adequate, however, and the company's progress on restructuring its debt last year has reduced significantly the very high maturities it otherwise would have faced in 2011. Fitch's forecasts for GT project higher revenues on increasing global tire demand over the intermediate term, while margins increase modestly as the benefits of the company's cost-reduction programs help to offset expected pressure from rising raw material costs. GT has targeted $1 billion of cost savings between 2010 and 2012, mainly driven by a reduction of high-cost capacity, lower unabsorbed fixed costs on higher volumes and increased low- cost sourcing after completing a four-year $2.5 billion cost savings program in 2009. In addition to the current cost savings program, the company announced this month that it will be closing its Union City, Tennessee, plant by the end of 2011. The closure is consistent with the company's plan to reduce its high-cost capacity and will remove 12 million units of capacity from the U.S. Although the closure should further lower manufacturing costs going forward, in the near term, GT expects it will result in total charges of $270 million, including cash charges of about $140 million. As of Dec. 31, 2010, GT's liquidity included $2 billion of cash and cash equivalents, augmented by a total of $1.7 billion of availability under the company's primary U.S. and EURopean credit facilities. By comparison, at year-end 2009, cash and cash equivalents stood at $1.9 billion and the company had $1.6 billion available on its primary credit facilities. It is notable, however, that 59% of GT's cash holdings are outside the United States. GT's management has mentioned publicly that the company needs about $1 billion of cash liquidity to meet its working capital needs and overseas funding requirements through the operating cycle, well below the current level of available liquidity. GT's $1.5 billion U.S. secured revolving credit facility is subject to a borrowing base which decreased its availability by $25 million at Dec. 31, 2010. In addition, the facility had $474 million in letters of credit issued against it (versus an LOC limit of $800 million), resulting in $1 billion of availability on the facility. GDTE's EUR505 million first-lien credit facilities had EUR496 million of availability at year-end 2010 after accounting for EUR9 million ($12 million) of LOCs issued against them. GT's near-term debt maturities are relatively low, with current maturities of only $188 million at Dec. 31, 2010, although the company also had $238 million of short-term debt outstanding as well. The company has no significant maturities until 2014 when its $1.2 billion second-lien term loan facility comes due and no note maturities come due until 2016. At year-end 2010, leverage (total debt/EBITDA) stood at 3.4 times (x), down from 5.3x at year-end 2009, although the improvement was driven entirely by increased EBITDA, as total debt rose somewhat to $4.8 billion from $4.5 billion at the end of 2009. Fitch's calculation of EBITDA in 2010 was $1.4 billion, up from $857 million in 2009. Fitch projects that leverage could further decline somewhat over the course of 2011, provided that the company does not materially increase debt during the year. As in 2010, when the company recorded negative free cash flow of $20 million, GT's free cash flow again may be pressured in 2011 by heavy capital spending, higher raw materials costs and working capital usage tied to continued growth in end-market demand. The company has projected that capital spending will run in the $1.1 billion to $1.2 billion range in 2011, up from actual capital spending of $944 million in 2010, driven largely by the company's ongoing investments in low-cost manufacturing, including the construction of a new plant in China. Maintenance capital expenditures are estimated at $500 million to $700 million, however, meaning that potentially half or more of the projected spending in 2011 is at least somewhat discretionary. Raw materials expenses continue to rise, with the company noting on its fourth quarter earnings call that the price of natural rubber has risen 40% since October. GT expects raw materials costs to be 25% to 30% above last year's level in the first quarter of 2011, with an expectation that costs could continue to rise through at least the third quarter of this year. Although GT has been able to offset much of the increase in natural rubber costs with higher tire prices and positive mix changes, the increase in materials expense is likely to continue putting downward pressure on margins through much of 2011. Pension contributions also will continue to be a meaningful use of cash in 2011, although the company's decision to avail itself of the U.S. pension relief legislation passed by Congress last year will limit the level of required contributions over the next four years. Nonetheless, the company's global defined benefit pension plans remain deeply underfunded. As of Dec. 31, 2010, GT's global DB plans (including unfunded plans) were underfunded by $2.5 billion, with a global funded status of 69%. The funded status of GT's U.S. DB plans was even weaker at 66% and an underfunded position of $1.9 billion. GT contributed $361 million to its global funded and unfunded pension plans last year, including $219 million in contributions to its U.S. plans. After utilizing the benefits of the pension relief legislation, GT estimates that contributions to its global funded plans in 2011 will be in the $250 million to $300 million range, including estimated required contributions of $200 million to $225 million to the U.S. plans. Without the funding relief, management had estimated last year that required pension contributions in 2011 could have been as much as $250 million higher than the 2010 level. Although the funding relief provided by the legislation will reduce the company's total required contributions to its U.S. plans in the 2011 through 2014 timeframe by an estimated $275 million to $325 million, it also will likely result in higher required contributions in 2015 and beyond. The rating of 'BB+/RR1' on GT's and GDTE's secured credit facilities reflects their substantial collateral coverage and outstanding recovery prospects in the 90% to 100% range in a distressed scenario. On the other hand, the rating of 'B/RR5' on the company's unsecured notes reflects Fitch's expectation that recoveries on those notes would be below average, in the 10% to 30% range, in a distressed scenario. The relatively low level of expected recovery for the unsecured debt is due to the substantial amount of higher-priority secured debt in the company's capital structure. Fitch could revise GT's Rating Outlook to Positive or the ratings could be upgraded in the intermediate term if improved margins result in the company producing positive free cash flow on a sustainable basis and leverage continues to decline. A meaningful reduction in debt also could result in a positive rating action, but this is unlikely in the near term, given the lack of significant debt maturities. On the other hand, GT's Rating Outlook could be revised to Negative or the ratings downgraded if a decline in end-market demand or higher input costs results in a prolonged period of negative free cash flow generation and a significant weakening in the company's credit protection metrics. Of particular focus would be a decline in the company's cash balance below $1 billion for an extended period. GOTTSCHALKS INC: Court Approves Amended Liquidation Plan -------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved Gottschalks' Amended Chapter 11 Plan of Liquidation. BData previously reported that the Plan provides for payment in full of Administrative Claims, Priority Tax Claims and GECC Prepetition Claims (which the Debtor believes to have been satisfied in full by the entry of the final D.I.P. order and the payment of any amounts required thereunder) and leaves such claims unimpaired. The holders of Other Secured Claims, Trade Vendor Claims, General Unsecured Claims and Interests and Securities Subordinated Claims are all impaired. Holders of Interests and Securities Subordinated Claims will receive nothing, and the Existing Stock and Interests will be cancelled. About Gottschalks Inc. Headquartered in Fresno, California, Gottschalks Inc. (Pink Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- was a department and specialty store chain in United States that operated 58 full-line department stores and 3 specialty stories in 6 western states. The Company filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10157) on Jan. 14, 2009. Stephen H. Warren, Esq., Karen Rinehart, Esq., Alexandra B. Redwine, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, serves as the Debtor's bankruptcy counsel. Mark D. Collins, Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. The Debtor selected Kurtzman Carson Consultants LLC as its claims agent. When the Debtor filed for protection from its creditors, it disclosed $288,438,000 in total assets and $197,072,000 in total debts. GRAY TELEVISION: Dimensional Fund Discloses 5.89% Equity Stake -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Dimensional Fund Advisors LP disclosed that it beneficially owns 3,027,726 shares of common stock of Gray Television Inc. representing 5.89% of the shares outstanding. As of Oct. 31, 2010, there were 51,386,313 shares of common stock of the Company outstanding. About Gray Television Formerly known as Gray Communications System, Atlanta, Georgia- based Gray Television, Inc., is a television broadcast company. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8 local news/weather channels and 1 "independent" channel in certain of its existing markets. The Company's balance sheet at Sept. 30, 2010, showed $1.25 billion in total assets, $1.10 billion in total liabilities, and stockholders' equity of $111.81 million. * * * Gray Television carries 'B-' issuer credit ratings, with stable outlook, from Standard & Poor's and 'Caa1' corporate family rating and probability of default rating, with stable outlook, from Moody's. "Moody's views the company's current level of financial leverage, as exacerbated by a concentrated maturity profile, to be unsustainable for a TV broadcaster and indicative of elevated restructuring risk over the longer-term," said Moody's Russell Solomon, Senior Vice President, in April 2010. Pro forma for the pending transaction, all of Gray's debt (including its debt-like Series D Preferred Stock) comes due in 2014-2015. Moody's believes Gray will need to significantly reduce its debt with free cash flow and will probably need to issue additional equity in order to further moderate its leverage profile over the next few years prior to accessing the capital markets again to refinance current obligations. The Caa1 CFR incorporates Moody's view that leverage will remain excessive over at least the next two years. GREAT ATLANTIC & PACIFIC: Committee Info. Protocol Approved ----------------------------------------------------------- The Official Committee of Unsecured Creditors in The Great Atlantic & Pacific Tea Company Inc. and its affiliated debtors' Chapter 11 cases obtained court approval to establish creditor information protocols to provide access to information for the Debtors' unsecured creditors. The Creditors Committee need to balance the need to maintain the confidentiality of information and to satisfy the unsecured creditors' need for information regarding the Debtors' Chapter 11 cases, Matthew Barr, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York -- mbarr@milbank.com -- tells the Court. Under the creditor information protocols, the Creditors Committee proposes to create a Web site to make certain information available to creditors; to make available on the Web site information about the bankruptcy cases; and to establish an e-mail address to allow unsecured creditors to send questions and comments. Pursuant to the proposed protocols, the Creditors Committee and its agents or advisors will not be authorized or required to provide access to confidential information to any entity without the Debtors' prior written consent or court order. Meanwhile, the Debtors will be required to assist the Creditors Committee in identifying any confidential or privileged information that is provided to the panel, its agents or professionals. If a creditor requests for disclosure of specific information, the Creditors Committee will have at least 20 days after receipt of the request to respond. If the request involves the Debtors' confidential information, the Creditors Committee will provide the Debtors with a notice of the request and a copy of its response. If the response is to deny the information request, the concerned creditor may, after meeting with an authorized representative of the Creditors Committee and the Debtors, seek to compel the disclosure for cause pursuant to a motion before the Court. In its response to an information request for access to confidential information, the Creditors Committee will consider whether the creditor is willing to agree to confidentiality and trading restrictions approved by the Debtors, and represent that any information-screening process complies with securities laws. The Creditors Committee will also consider whether the agreement and any information-screening process that the creditor implements will protect the confidentiality of information. If the Creditors Committee elects to provide access to confidential information on the basis of confidentiality restrictions, it will not be responsible for the creditor's compliance with or liability for violation of securities or other laws. The Creditors Committee will not disclose confidential information to a creditor without the Debtors' written consent, unless the Court orders otherwise. With respect to an information request that implicates confidential information of the Debtors, if the Creditors Committee agrees that the request should be satisfied or on its own wishes to disclose the information, then the Creditors Committee may make a demand by submitting a written request to the Debtors' counsel, stating that the information will be disclosed in the manner described in the demand unless the Debtors have an objection. The Creditors Committee, the creditor and the Debtors may schedule a hearing with the Court seeking a ruling with respect to the demand. In the event of any objection to the disclosure of confidential information, no such information will be disclosed except to the extent provided in an order of the Court that has become final and non-appealable. Unless the Court orders otherwise with respect to a demand, the Creditors Committee will not provide any confidential information of the Debtors to any third party without the third party executing a confidentiality agreement that is acceptable in form and substance to the Debtors and the Creditors Committee, according to the proposed protocols. In connection with the establishment of the creditor information protocols, the Creditors Committee also seeks a court ruling, effective as of Dec. 21, 2010: (i) finding the Creditors Committee and its agents and advisors to be in compliance with Section 1102(b)(3) of the Bankruptcy Code as a result of the implementation of the protocols; and (ii) confirming that Section 1102(b)(3)(A) does not authorize or require the Creditors Committee to provide access to confidential or privileged information to any entity except as set forth in the proposed protocols. The Court will hold a hearing on Feb. 1, 2011, to consider approval of the request. Deadline for filing objections is Jan. 25, 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 Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 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: Customers Want to Pursue Claims --------------------------------------------------------- Cynthia Bell and two other customers have filed motions to lift the automatic stay to allow them to prosecute their lawsuits against two stores operated by The Great Atlantic & Pacific Tea Company Inc. The group filed lawsuits against Pathmark Supermarket and Waldbaums Supermarket to recover their insurance claims. Ms. Bell and the other customers figured in an accident due to the A&P stores' alleged negligence. Both Pathmark and Waldbaums have a $1 million to $2 million insurance policy to pay for any settlement, verdict or judgment for damages, according to Ian Keefe, Esq., at Krentsel & Guzman LLP, in New York. Mr. Keefe says the bankruptcy cases of Pathmark and Walbaums won't be affected since the lawsuits only seek to recover the claims from the available insurance coverage. Judge Robert Drain will hold a hearing on March 8, 2011, to consider approval of the motions. 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 Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 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: Lease Rejection Rules Approved -------------------------------------------------------- Judge Robert Drain issued an order dated Feb. 7, 2011, approving expedited procedures for the rejection or assumption of The Great Atlantic & Pacific Tea Company Inc. and its debtor-affiliates' executory contracts. Under the procedures for the rejection of contracts, the Debtors are required to file a notice, which identifies the contracts to be rejected, states the bar date for claims arising from the rejection, among other things. Absent an objection being filed within 10 days after service of the notice of rejection, the Debtors have to submit a statement confirming the absence of any timely objections and a proposed order setting forth the bar date for filing claims arising from the rejection of the contracts and the proposed effective date of the rejection. Meanwhile, the procedures for the assumption of contracts require the Debtors to file a notice identifying the contracts, the proposed effective date of the assumption, the proposed cure amount and adequate assurance of future performance, among other things. If an objection is not timely filed, the Debtors' proposed cure amount will be binding upon the non-debtor party to the contracts and will constitute a final determination of the assumption; the effective date of the assumption will be as set forth in the notice or other date to which the Debtors and the counterparty have agreed; and the Debtors will submit a proposed order granting the unopposed requested relief, together with a statement that there are no timely objections to the proposed relief. Both procedures for the assumption and rejection of contracts do not apply to any contract with more than $20 million in annual revenue or payments, according to the Feb. 7 order. 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 Sept. 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: Wins OK for Intercompany Transactions --------------------------------------------------------------- The Great Atlantic & Pacific Tea Company Inc. and its debtor- affiliates obtained a final court order authorizing them to continue performing under and honoring intercompany transactions, provided they: (1) keep records of any postpetition intercompany transfers and services that occur during their Chapter 11 cases; (2) put in place accounting procedures to identify and distinguish between prepetition and postpetition intercompany transactions and to track postpetition intercompany transactions; and (3) provide access to those records and procedures to the administrative agent for their postpetition secured lenders and the Official Committee of Unsecured Creditors. Nothing in the final order is deemed or construed as a waiver of the rights of the Creditors Committee and the administrative agent to challenge the Debtors' allocations of expenses and revenues among them or the Debtors' rights to contest those challenges. The Debtors are prohibited from engaging in intercompany transactions with any non-debtor affiliate without prior court approval, according to the final order. 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 Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 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). GROVE STREET: Court to Consider Plan Outline on February 28 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has rescheduled until Feb. 28, 2011, at 2:00 p.m., the hearing to consider adequacy of the disclosure statement explaining Grove Street Realty Urban Renewal, LLC's Chapter 11 Plan. The hearing was originally set for Jan. 25. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. As reported in the Troubled Company Reporter on Dec. 3, 2010, according to the Disclosure Statement, the Plan provides for GE Business Financial's secured claim to be paid with a negative stock pledge on the Debtor's commercial and undeveloped land. The Debtor will also make interest-only payments to GE Business for 12 months after the effective date. TD Bank will receive payments outside of the Reorganization Plan on account of its secured claim. Holders of unsecured claims will receive payment of 10% of all allowed claims over five years at 0.5% per calendar quarter. Interest holders will retain their interests, equity or common stock. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/GROVESTREET_DS.pdf The Debtors are represented by: Albert A. Ciardi, III, Esq. Jennifer E. Cranston, Esq. Adrienne N. Roth, Esq. CIARDI CIARDI & ASTIN One Commerce Square 2005 Market Street, Suite 1930 Philadelphia, PA 19103 Tel: (215) 557-3350 Fax: (215) 557-3351 E-mail: aciardi@ciardilaw.com jcranston@ciardilaw.com aroth@ciardilaw.com About Grove Street Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC, owns certain parcels of real property at 370 Grove Street in the Township of West Deptford, County of Gloucester, State of New Jersey, commonly known as RiverWinds Cove Apartments. The land consists of improvements generally consisting of two buildings containing in the aggregate approximately 215,832 square feet of Class A residential apartment space, comprised of approximately 200 units, and having approximately 259 parking spaces. The Company filed for Chapter 11 bankruptcy protection on July 1, 2010 (Bankr. D. N.J. Case No. 10-30427). The Company estimated assets and debts at $10 million to $50 million as of the Petition Date. An Official Committee of Unsecured Creditors appointed in the case is represented by Benesch, Friedlander, Coplan & Aronoff LLP. GROVE STREET: Has Access to Lender's Cash Collateral Until Feb. 28 ------------------------------------------------------------------ The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the District of New Jersey authorized, in a sixth interim order, Grove Street Realty Urban Renewal LLC to access the secured creditors' cash collateral until Feb. 28, 2011. The Court will consider the Debtor's request to further access the cash collateral on Feb. 28, at 2:00 p.m. Objections, if any are due Feb. 25, at 4:00 p.m. As reported in the Troubled Company Reporter on Aug. 26, 2010, the Debtor's indebtedness, as of the Petition Date, consist of: 1. GE Business Financial Services, Inc. - $31,390,752 secured by a subsisting first lien and security interest in certain real property located at 370 Grove Street in the Township of West Deptford, County of Gloucester, New Jersey. 2. TD Bank, N.A. - $3,000,000 secured by a subsisting first lien and security interest in certain rela propoerty located at 196 and 204 Grove Avenue, West Deptford, New Jersey. The Debtor would use the proceeds, products, rents, or profits of the property and the fees, charges, accounts or other payments for the use or occupancy of facilities to fund its operations postpetition. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the secured creditors (i) replacement liens to the same extent and priority that the secured creditors held prepetition; and (ii) interest payments. About Grove Street Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC, owns certain parcels of real property at 370 Grove Street in the Township of West Deptford, County of Gloucester, State of New Jersey, commonly known as RiverWinds Cove Apartments. The land consists of improvements generally consisting of two buildings containing in the aggregate approximately 215,832 square feet of Class A residential apartment space, comprised of approximately 200 units, and having approximately 259 parking spaces. The Company filed for Chapter 11 bankruptcy protection on July 1, 2010 (Bankr. D. N.J. Case No. 10-30427). Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor in its restructuring effort. The Company estimated assets and debts at $10 million to $50 million as of the Petition Date. An Official Committee of Unsecured Creditors appointed in the case is represented by Benesch, Friedlander, Coplan & Aronoff LLP. GSI GROUP: Judge Approves $3.25M Settlement in Shareholder Case ---------------------------------------------------------------- Bankruptcy Law360 reports that a federal judge has approved a $3.25 million settlement of a class action by stockholders of formerly bankrupt GSI Group Inc. who had accused the semiconductor technology manufacturer of filing misleading financial statements before it went into Chapter 11 protection. Judge George A. O'Toole Jr. of the U.S. District Court for the District of Massachusetts signed off on the settlement between the company and the class on Wednesday, Feb. 16, Law360 says. About GSI Group Inc. Headquartered in Bedford, Massachusetts, GSI Group Inc. -- http://www.gsig.com/-- supplies precision technology to the global medical, electronics, and industrial markets and semiconductor systems. GSI Group Inc.'s common shares are quoted on Pink Sheets OTC Markets Inc. (LASR.PK). GSI Group together with two of its subsidiaries filed for Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-14110). William R. Baldiga, Esq., at Brown Rudnick LLP, represented the Debtors as lead counsel. Mark Minuti, Esq., at Saul Ewing LLP, represented the Debtors as its local counsel. On July 23, 2010, the Debtors consummated their reorganization through a series of transactions contemplated by a Chapter 11 plan. The Company's shareholders prior to the emergence from bankruptcy retained approximately 86.1% of its capital stock following emergence. * * * In November 2010, Standard & Poor's Ratings Services said that it has affirmed its ratings, including the 'B' corporate credit rating, on Assumption, Ill.-based GSI Group LLC. At the same time, S&P revised the outlook to stable from negative. S&P said the ratings on GSI reflect the company's highly leveraged financial profile, which more than offsets its weak business risk profile. GSI operates in cyclical and competitive niche agricultural equipment markets and faces raw material cost volatility. The company's leading position in its niche markets partially offsets these factors. S&P expects its operating performance to continue to recover in 2011, primarily on better conditions in its end markets. GUARANTY FINANCIAL: Wins Approval of Disclosure Statement --------------------------------------------------------- American Bankruptcy Institute reports that Bankruptcy Judge Barbara Houser on Feb. 17, 2011, approved Guaranty Financial Group Inc.'s disclosure statement, clearing the Company to send the document to creditors for a vote. The disclosure statement explaining the Chapter 11 plan provides that unsecured creditors with $382 million in claims stand to recover between 1% and 3%, depending on whatever is collected by a liquidating trust. The unsecured creditors may get more if lawsuits are successful. Among the unsecured claims, $318 million stem from trust preferred securities. GFG said that the primary assets at the outset were $21.6 million in cash and claims for tax refunds. The Plan is based on a settlement with the FDIC and the indenture trustee for the noteholders. The Plan calls for the FDIC to receive some of the remaining cash and all of the tax refunds, which are estimated at $3.49 million. About Guaranty Financial Dallas, Texas-based Guaranty Financial Group Inc. -- http://www.guarantygroup.com/-- was a unitary savings and loan holding company. The Company's primary operating entities were Guaranty Bank and Guaranty Insurance Services, Inc. Guaranty Financial filed for bankruptcy after the Guaranty bank was seized by regulators and sent to receivership under the Federal Deposit Insurance Corporation. Before the bank was taken over, the balance sheet of the holding company had $15.4 billion in assets as of Sept. 30, 2008. Guaranty Financial and its affiliates filed for Chapter 11 (Bankr. N.D. Tex. Case No. 09-35582) on August 27, 2009. Attorneys at Haynes & Boone, LLP, represent the Debtors. According to the schedules attached to its petition, the Company disclosed $24.3 million in total assets and $323.4 million in total debts, including $305.0 million in trust preferred securities. HARRY & DAVID: Hires A&M's Hong as Chief Restructuring Officer -------------------------------------------------------------- Harry & David Holdings, Inc., said Feb. 18 that Kay Hong, a managing director at global professional services firm Alvarez & Marsal, has been appointed Chief Restructuring Officer. Ms. Hong will also serve as interim Chief Executive Officer, succeeding Steven J. Heyer, who will remain Chairman. She will be based in Medford, Oregon, and will work closely with Harry & David's Board of Directors on the Company's ongoing refinancing efforts and the next stage of its restructuring to strengthen its financial position and improve operations. For over a decade, Ms. Hong has helped numerous companies improve their operational performance and successfully navigate turnarounds and restructuring situations. Through a wide range of financial and operational engagements, she has been involved in all aspects of the reorganization process, advised on debt restructurings and served in interim management and financial advisory roles for both public and privately held companies. While at Alvarez & Marsal, Ms. Hong has worked with a number of multi-channel retail companies including Spiegel, Inc., London Fog Group, Movie Gallery, Inc., and Eddie Bauer Holdings, Inc., among others. "Kay's vast experience and proven track record with traditional, direct and multichannel retailers make her the right person to lead Harry & David through the restructuring process," said Heyer, Harry & David's Chairman. "Kay's financial and operational expertise will complement the strengths of the existing management team and benefit the Company greatly as we finalize our restructuring plan and take steps to strengthen our financial position and improve operations. I look forward to working with Kay going forward on revenue-generating opportunities and long- term strategy for the brand." Alvarez & Marsal has been retained to assist with Harry & David's restructuring process. As the Company announced previously, based on its current working capital and anticipated working capital requirements, it will not be able to finance continuing operations, including servicing its payment obligations under its senior notes, without securing new capital and restructuring its obligations. The Company is holding discussions with its revolving credit lenders, bondholders, other creditors and owners in an effort to recapitalize. About Harry & David Holdings Harry & David Holdings, Inc. is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. The Company has 122 stores across the country. The Company's balance sheet at Dec. 25, 2010, showed $304.3 million in total assets, $360.8 million in total liabilities, and a stockholders' deficit of $56.5 million. Harry & David has said financial results for the fiscal 2011 second quarter ended Dec. 25, 2010, were significantly below its expectations. As a result, Harry & David said it has retained Rothschild Inc. as financial advisor and Jones Day as legal advisor to explore recapitalization alternatives. The Company also said that, based on results of operations in the second quarter of this fiscal year, it will not satisfy financial covenants under its credit facility. "Based on our current working capital and anticipated working capital requirements, we will not be able to finance continuing operations including servicing its payment obligations under the Senior Notes, without securing new capital and restructuring our obligations. There can be no assurance that our efforts to obtain new capital and restructure our obligations will be successful; and therefore, there is substantial doubt as to our ability to continue as a going concern," the Company said in its latest quarterly report on Form 10-Q. * * * As reported in the Troubled Company Reporter on Jan. 27, 2011, Moody's Investors Service downgraded Harry & David's Probability of Default and Corporate Family ratings to 'Ca' from 'Caa3'. The ratings outlook is negative. The downgrade to 'Ca' reflects Moody's view that Harry & David will likely default on its debt obligations in the very near-term. The Company recently announced that will not be able to borrow on its revolver -- a critical source of operating liquidity -- as a result of covenant violations. Additionally, Harry & David is facing an estimated $7 million interest payment on March 1, 2011 on its senior unsecured notes, and a substantial scheduled debt maturity in March 2012 when the Company's $58 million senior unsecured notes mature. As of Dec. 25, 2010, Harry & David estimated that it had $66.9 million of cash and $57.9 million of accounts payable. In January 2011, Standard & Poor's Ratings Services lowered its corporate credit rating (unsolicited) on Harry & David Operations Corp. to 'CC' from 'CCC'. The outlook is negative. Standard & Poor's credit analyst Mariola Borysiak, said "We believe that Harry & David's current capital structure is unsustainable and that the Company will seek to restructure its balance sheet. In our opinion, this could lead to a selective default or a filing for protection under Chapter 11." HAWKS PRAIRIE: Plan Confirmation Hearing Continued Until Feb. 25 ---------------------------------------------------------------- The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for the Western District of Washington has continued until Feb. 25, 2011, at 10:00 a.m., the hearing to consider the confirmation of Hawks Prairie Investment LLC's Plan of Reorganization. As reported in the Troubled Company Reporter on Dec. 27, 2010, according to the Disclosure Statement, the Plan provides Hawks Prairie until March 15 to sell 337 acres of undeveloped real property in Lacey, Washington, for a minimum net price of $35 million. If a sale occurs, the proceeds will be used first to pay secured claims in the order of their priority and then, if any funds are left, to pay unsecured claims. To the extent the third deed of trust held by Howard Talbitzer and Anthony Glavin is void or avoided, the sale proceeds that otherwise would have been paid to T/G will be available to pay unsecured claims. If there has not been a sale of the property by March 15, HomeStreet Bank and T/G may hold non-judicial foreclosure sales. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/HAWKSPRAIRIE_DS.pdf About Hawks Prairie Investment LLC Olympia, Washington-based Hawks Prairie Investment LLC owns real property in Thurston County, Washington. It filed for Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. W.D. Wash. Case No. 10-46635). Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, represents the Debtor. The Company disclosed $89,000,071 in assets and $44,778,104 in liabilities as of the Chapter 11 filing. An affiliate, Pacific Investment Group LLC, filed a separate Chapter 11 petition on October 22, 2009 (Bankr. W.D. Wash. Case No. 09-47915). The U.S. Trustee was unable to form a committee of unsecured creditors in the Debtor's case. HEADGEAR INC: Files Schedules of Assets and Liabilities ------------------------------------------------------- Tom Shean at The Virginian-Pilot reports Headgear Inc. disclosed liabilities of $14.6 million including $3.8 million of secured debt owed to RBC Centura Bank, and assets totaling $12.8 million including inventory valued at $2.76 million. According to the report, the Company, known for its Blac Label brand, already had become embroiled in litigation with a joint- venture partner and a supplier of imported apparel. The bankruptcy filing brought a temporary halt to some of the litigation involving the Company. One of its suppliers, Newtown Inc., filed a complaint against Headgear and its Blue Holdings Head Gear JV joint venture in October, contending that Headgear failed to pay $2.6 million that it owed the Seattle-based importer. Headgear ordered and agreed to pay for $6.4 million of goods but paid only part of that amount, Newtown said in a suit in U.S. District Court in Norfolk. Because of the bankruptcy, that part of the Newtown suit involving Headgear will be stayed, pending the resolution of its bankruptcy case, U.S. District Judge Jerome B. Friedman ruled Friday. Based in Virginia Beach, Virginia, Headgear Inc. is an apparel distributor. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 11-70127) on Jan. 12, 2011. Judge Frank J. Santoro presides over the case. Karen M. Crowley, Esq., at Crowley, Liberatore, & Ryan P.C. represents the Debtor. The Debtor estimated assets and debts between $1 million and $10 million as of the Chapter 11 filing. HEALTHSOUTH CORP: Andrew Price Owns 4,924 Common Shares ------------------------------------------------------- In an amended Form 3 filing with the U.S. Securities and Exchange Commission, Andrew L. Price, chief accounting officer at Healthsouth Corp., disclosed that he beneficially owns 4,924 shares of common stock of Healthsouth Corp. The amount of securities beneficially owned by Mr. Price at the time of filing the original Form 3 erroneously included 576 shares he delivered to the Company prior to the original Form 3 filing to satisfy the tax withholding obligation in connection with the vesting of the related restricted stock awards. About HealthSouth Corp. Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. The Company's balance sheet at Sept. 30, 2010, showed $1.79 billion in total assets, $390.0 million in total current liabilities, $1.64 billion in long-term debt, $162.7 million in other long-term liabilities, and a stockholders' deficit of $782.3 million. HealthSouth carries a 'B1' corporate family rating with "stable" outlook, from Moody's. It has 'B+' foreign and local issuer credit ratings, with "positive" outlook, from Standard & Poor's. HERCULES OFFSHORE: S&P Retains 'B-' Rating on Senior Secured Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its recovery rating on Hercules Offshore Inc.'s senior secured debt to '3', indicating S&P's expectation of meaningful recovery (50% to 70%) in a default scenario, from '4'. The issue-level rating remains unchanged at 'B-' (the same as corporate credit rating). The rated senior secured debt consists of a revolving credit facility, term loan, and secured notes. The rating revision reflects an increase in S&P's valuation of Hercules in its default scenario following Hercules' agreement to purchase 20 jack-up rigs and related assets from Seahawk Drilling, funded with stock and cash. The increased value and absence of additional debt enhance the recovery prospects of the existing rated debt. The ratings on Hercules reflect Standard & Poor's view of the weak market conditions the company faces as a provider of shallow-water drilling and marine services to the oil and gas industry. S&P expects weak market conditions for jack-up rigs due to low utilization and soft day rates in the shallow Gulf of Mexico (GOM) through 2011. The near-term pace of permitting and resulting drilling activity in the GOM is likely to lag historical levels until new permitting procedures and requirements are clearer. Hercules has considerable leverage and may face a covenant violation should conditions remain weak while the covenant steps down through 2011. The ratings also incorporate S&P's view of the company's international exposure and its adequate liquidity. Ratings List Hercules Offshore Inc. Corporate credit rating B-/Negative/-- Issue Rating Unchanged; Recovery Rating Revised Hercules Offshore Inc. To From -- ---- Senior secured debt B- B- Recovery rating 3 4 HILLARY HARMON: Court Rules on Suit vs. Lighthouse Capital ---------------------------------------------------------- Bankruptcy Judge Marvin Isgur held that: (i) the lien held by Lighthouse Capital Funding, Inc., on Hillary Durgin Harmon's homestead is invalid; (ii) Lighthouse is entitled to equitable subrogation in the principal amount of $986,992 plus 6% interest (accrued from April 23, 2008); (iii) Lighthouse must pay the Harmon estate $179,414 in statutory damages under the Truth in Lending Act; and (iv) the Estate is entitled to reimbursement for reasonable legal fees and costs (in an amount to be determined at a post-judgment hearing) under TEX. CIV. PRAC. & REM. CODE Sec. 37.009 and TILA Sec. 1640(a)(4). Hillary Durgin Harmon, et al., v. Lighthouse Capital Funding, Inc., Adv. Pro. No. 10-03207 (Bankr. S.D. Tex.), arose out of a mortgage refinance transaction between the Harmons and Lighthouse. Litigation ensued after Lighthouse posted the Harmons' homestead for foreclosure. The Harmons originally initiated the lawsuit in state court on April 16, 2010. Mr. Harmon's wife, Hillary Harmon, then filed a chapter 11 bankruptcy petition on May 4, 2010. The Harmons removed the state court lawsuit to the Bankruptcy Court on May 10, 2010. On July 8, 2010, the Harmons filed their First Amended Complaint in this adversary proceeding, asserting claims for fraud, usury, deceptive trade practices, negligent misrepresentation, conversion, theft, unreasonable collection practices, and negligent debt collection. The Harmons also seek a declaratory judgment that the Lighthouse loan constitutes an illegal home equity loan that is void under Texas law. The Court has granted the Harmons leave to amend their Complaint to include a claim that Lighthouse violated Sec. 1639(g) of the Truth in Lending Act. A copy of Judge Isgur's February 17, 2011 memorandum opinion is available at http://is.gd/riI2Eafrom Leagle.com. About Hillary Harmon Hillary Durgin Harmon in Houston, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 10-33789) on May 4, 2010. Leonard H Simon, Esq., at Pendergraft & Simon LLP, serves as the Debtor's counsel. In her petition, the Debtor estimated $1 million to $10 million in assets and debts. INFINITY ENERGY: Has Forbearance From Amegy Bank Until Yearend -------------------------------------------------------------- Infinity Energy Resources, Inc., has secured $1,050,000 in additional financing and entered into a Forbearance Agreement dated Feb. 16, 2011, with Amegy Bank, N.A., under the Loan Agreement, dated Jan. 9, 2007, as amended and supplemented. In connection with the new loan, Infinity granted Amegy a warrant to purchase 931,561 shares of IFNY common stock at an exercise price of $5.01 per share during a 10-year period following the issuance of the warrant. The Forbearance Agreement, along with an amendment to Infinity's Revolving Note with Amegy, extends the maturity of the Revolving Note and grants a forbearance period until Dec. 31, 2011. Under the Agreement, so long as there are no further defaults Amegy agrees not to exercise any remedies under the Loan Agreement, the Revolving Note and related loan documents, and to waive the existing defaults for the forbearance period. "We are very pleased that Amegy Bank has continued to support and work with us as we move forward in the exploration and development of our oil and gas concessions offshore Nicaragua," stated Stanton E. Ross, Chief Executive Officer of Infinity Energy Resources, Inc. "Amegy has agreed to provide an additional $1,050,000 in funding and has entered into a new Forbearance Agreement with the Company. Some of the funds have already been advanced by the bank to fund our project in Nicaragua, and the balance of over $575,000 will be called upon as necessary, primarily to support our Nicaraguan activities. My confidence and optimism regarding the potential of our offshore exploration activities in Nicaragua are evident in my agreement to personally guarantee approximately $500,000 of the new loan amount." "A portion of the loan proceeds will be used to complete the filings with the Securities and Exchange Commission, including audited financials, necessary for Infinity to regain its status as a fully-reporting company. This will be followed by an application to re-list IFNY shares on the OTC Bulletin Board." "With the additional funding, we should be able to complete and file the Environmental Impact Study with government officials in Nicaragua," continued Mr. Ross. "Subsequent approval of the EIS will allow us to move forward with our plans for a 3-D seismic mapping program of our offshore concessions, which cover approximately 1.4 million acres and are located in relatively shallow waters in the Caribbean Sea offshore Nicaragua. Our blocks are adjacent to, and to the west of, two offshore exploration blocks held by Noble Energy, Inc. During its recent fourth quarter investor conference call, Noble announced the completion of a recent 3-D seismic mapping program on its Nicaraguan blocks." "Our consultants' analysis of 2-D seismic data has identified four prospects covering a total of over 547 square miles on our Tyra and Perlas blocks," continued Mr. Ross. "We believe that the potential oil resources present in the Eocene geologic zone alone could approach ten billion barrels, based upon certain assumptions involving porosity, saturation, recovery and other parameters. While the 2-D seismic data does not allow us to identify or evaluate prospects in the deeper Cretaceous zone, we continue to believe that Cretaceous, as well as Eocene, hydrocarbons should be present within Infinity's concessions." "Our consultants' estimates of hydrocarbon potential are based upon their preliminary conclusions and are subject to further analysis, additional seismic data and interpretation, and various assumptions that cannot be confirmed or disproved until the prospects are drilled. However, we believe their report supports our long-held belief that Infinity's concessions have the potential for multiple world-class oil discoveries," concluded Mr. Ross. The Company will host an investor conference call to discuss recent developments at 11:15 a.m. EST on Feb. 23, 2011. Shareholders and interested parties may participate in the conference call by dialing 877-317-6789 (international and local participants dial 412-317-6789) a few minutes before 11:15 a.m. EST on Feb. 23, 2011, and asking to be connected to the "Infinity Energy Resources Conference Call". A replay of the conference call will be available one hour after completion of the call until April 25, 2011, at 5:00 pm EST by dialing 877-344-7529 (international/local participants dial 412-317-0088) and entering conference I.D. # 448668. The call will also be available on the Company's Web site for 30 days following the call at http://www.ifnyoil.com/ About Infinity Energy Resources Overland Park, Kansas-based Infinity Energy Resources, Inc. (PINKSHEETS: IFNY.PK) -- http://www.ifnyoil.com/-- has oil and gas concessions covering roughly 1.4 million acres offshore Nicaragua in the Caribbean Sea. The Company is also engaged in oil and gas activities in Texas and the Rocky Mountain region of the United States. INTERNATIONAL COAL: Moody's Upgrades Corp. Family Rating to 'B2' ---------------------------------------------------------------- Moody's Investors Service upgraded International Coal Group, Inc.'s Corporate Family Rating and Probability of Default Rating to B2 from Caa1, respectively. In addition, the ratings on the $125 million ABL revolver due 2014 and $200 million second lien notes due 2018 were raised to Ba2 and B2, respectively. The short-term liquidity assessment was raised to SGL-2 from SGL-3. The rating outlook is stable. Ratings Rationale The upgrades and B2 CFR favorably reflect prospects for strong cash flow from operations (before capital spending) over the intermediate-term, a substantial reserve position, and an ongoing shift towards the production of higher margin metallurgical coal used by the steel industry. A low level of legacy liabilities, material increase in met coal production, and the shift towards underground mining that somewhat mitigates uncertainties surrounding surface mining permits provide additional support to the ratings. However, the B2 CFR is constrained by relatively low production levels, significant reliance on Central Appalachian mines, and reliance on certain key mines. The ratings also consider inherent operating and geologic risk associated with coal mining, increased regulatory pressure, and the likelihood that cash costs will continue to rise moderately over the intermediate term. ICG controls 1.1 billion tons of coal reserves of which 320 tons are met coal reserves, roughly three-fourths of which are owned by the company. ICG derives the majority of its revenue from coal produced in Central Appalachia, which has been subject to intense regulatory scrutiny. Coal production has been historically weighted heavily towards lower-margin thermal coal sold to utility customers for coal-fired electric generation. The SGL-2 Speculative Grade Liquidity Rating denotes Moody's expectation that ICG will maintain good liquidity to support operations over the near-term. Moody's expects ICG will be able to cover basic cash obligations through internally generated cash flow, but could rely on its $215 cash balance (reported 12/31/10) to fund expansionary capital expenditures. External liquidity is provided by a $125 million asset-based revolving credit facility, which Moody's expects will be utilized only to collateralize letters of credit over the next twelve months. The revolver is subject to a springing fixed charge coverage ratio test if availability falls to below $40 million, but Moody's expects availability to remain above this threshold over the near-term. The stable rating outlook incorporates Moody's expectation that over the next twelve to eighteen months ICG will be able to maintain its cash margins, finance its capital spending program through a combination of operating cash flow and balance sheet cash, and maintain good liquidity. The outlook also incorporates the expectation that any court ruling concerning ICG's lawsuit with Allegheny Energy Supply will not have a material negative impact on ICG's financial health. The outlook assumes that free cash flow could be modestly negative over the near-term as ICG brings on production at the Tygart mining complex. There is limited ratings upside currently. However, positive ratings pressure could develop overtime if ICG substantially meets and/or exceeds its mine development, production and EBITDA targets, improves its asset base to support higher cash margins, and maintains good liquidity, and if the outlook for met coal continues to be favorable. Negative ratings pressure could develop if Moody's expect significant and sustained deterioration in business conditions, cash margins, or liquidity, or if there is materially adverse ruling in the Allegheny suit. Moody's could also consider a negative outlook or rating downgrade if Moody's expect ICG to use debt to finance its expansionary capital spending plans or any potential acquisitions. This summarizes the actions: Ratings Upgraded -- * Corporate Family Rating B2 from Caa1 * Probability of Default Rating B2 from Caa1 * $125 million asset based loan facility due 2014 Ba2 (LGD 2, 15%) from Ba3 (LGD 2; 18%) * $200 million second lien senior secured notes due 2018 B2 (LGD 4, 50%) from Caa1 (LGD 4; 57%) * Speculative grade liquidity assessment SGL-2 from SGL-3. * Outlook remains stable. International Coal Group, Inc., operates 13 coal mining complexes (8 in Central Appalachia, 4 in Northern Appalachia, and 1 in the Illinois Basin). ICG owns approximately two-thirds of its 1.1 billion tons of coal reserves. The company produced over 16 million tons of coal in 2010. INTERTAPE POLYMER: Inspired Tech. Damages Reduced to $700,000 ------------------------------------------------------------- Intertape Polymer Group Inc. announced that damages awarded to Inspired Technologies, Inc. have again been significantly reduced, this time to $700,000. The initial jury award in September 2010 against the Company's subsidiary, Intertape Polymer Corp., was for $13,150,000. In December 2010, the United States District Court for the Middle District of Florida granted Intertape's post trial motion to reduce the amount, and it was lowered from the previous $13,150,000 to $3,000,000. ITI then requested a new trial and in a verdict rendered last Friday, the jury award was further decreased to $700,000. The case principally involved claims for breach of contract asserted by both parties. About Intertape Polymer Group Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and manufactures specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,100 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe. The Company's balance sheet at June 30, 2010, showed $552.1 million in total assets, $325.8 million in total liabilities, and $226.2 million in stockholders' equity. * * * In August 2010, Moody's Investors Service revised the rating outlook on Intertape Polymer Group Inc. to negative from stable and affirmed the B2 Corporate Family Rating. Moody's also affirmed the SGL-3 speculative grade liquidity rating and instrument ratings. Moody's said the B2 Corporate Family Rating reflects Intertape's narrow operating margins, lack of pricing power, largely commoditized product line and reliance on cyclical end markets, such as industrial, building and construction segments. Intertape is operating in a fragmented and highly competitive industry. The presence of large competitors with significant financial resources restricts Intertape's ability to recover raw material increases from customers and constrains the rating. In July 2010, Standard & Poor's Ratings Services revised its outlook on Intertape Polymer Group to positive from negative and affirmed its ratings, including its 'CCC+' corporate credit rating, on the Company and its subsidiary IntertapePolymer U.S. Inc. "The outlook revision reflects some improvement in the company's liquidity position and S&P's expectation that the improvement to the financial profile will continue into the next several quarters," said Standard & Poor's credit analyst Paul Kurias. IPICO INC: Files Debt Restructuring Proposal Under BIA ------------------------------------------------------ IPICO Inc. on Feb. 18, 2011, filed a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). Under the proposal the Company will request the approval of its creditors and the Ontario Superior Court of Justice to a reorganization of its debts and capital structure. IPICO is negotiating the terms of a potential interim loan facility with Brookfield Asset Management Inc., majority holder of its Series C Secured Debentures. It is expected that the proposed loan facility will be submitted to the Court for approval as soon as possible. It is anticipated that the loan facility will allow the Company and its operating subsidiaries to carry on business during the formal Court process. If implemented the proposal will result in the cancellation of all of IPICO's outstanding common shares and Class A Preferred shares without any payment or compensation to holders of those shares and Brookfield or an affiliate thereof will subscribe for all of the new common shares of IPICO. If the agreement on the interim loan facility is reached and the proposal is approved by affected creditors and the Court, IPICO will continue to operate as a subsidiary of Brookfield. However, if agreement on the interim loan facility is not reached, or if the proposal is not approved by affected creditors and the Court, it is expected that IPICO will become bankrupt and be placed into receivership. For purposes of the proposal and reorganization IPICO has retained Ernst & Young Inc. to act as its trustee and Fasken Martineau DuMoulin LLP as its counsel. IPICO has received the resignations from its board of directors of Steven Adams, John Gillies and Rob Bird. Gordon Westwater, Melvin Steinke, Frank Anderson and Allan Beach are the remaining members of the board of directors. About IPICO Inc. IPICO Inc. -- http://www.ipico.com/-- is an RFID solution supplier with operations in Canada, USA, South Africa, Europe, and Asia. IPICO produces smart labels, tags and readers based on the IP-X communication protocol. Its products are designed to conform to regulatory requirements in most major geographical regions, to excel at long read range, fast multi-read anti-collision and high thru-beam read-speeds of dynamic tag populations, and to allow for multi-reader rollout in close proximity. IPICO's products are used to optimize the management of products, equipment, people, animals and processes within the logistics and other value chains. JEMANYA CORP.: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: Jemanya Corp. 55 South 5th Street Brooklyn, NY 11211 Bankruptcy Case No.: 11-41174 Involuntary Chapter 11 Petition Date: February 17, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Petitioners' Counsel: Norma E. Ortiz, Esq. ORTIZ & ORTIZ LLP 127 Livingston Street Brooklyn, NY 11201 Tel: (718) 522-1117 Fax: (718) 596-1302 E-mail: email@ortizandortiz.com Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ AJ Iron Work Goods Delivered $25,000 466 Carroll Street Brooklyn, NY 11215 Har Ji Plumbing Goods Delivered $20,000 117-02 Atlantic Avenue Queens, NY 11419 Image Renovation Goods Delivered $10,000 25-41 89th Street Jackson Heights, NY 11370 JETBLUE AIRWAYS: Donald Smith Discloses 6.47% Equity Stake ---------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Donald Smith & Co., Inc. disclosed that it beneficially owns 19,001,463 shares of common stock of JetBlue Airways Corporation representing 6.47% of the shares outstanding. As of Sept. 30, 2010, there were 293,849,319 shares outstanding of the Company's common stock, par value $.01. About JetBlue Airways JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company reported $6.618 billion in total assets, $1.126 billion in total current liabilities, $2.88 billion long- term debt and capital lease obligations, $531 million construction obligation, $458 million deferred taxes, and stockholders' equity of $1.623 billion, as of Sept. 30, 2010. * * * JetBlue carries 'Caa1' long term corporate family and probability of default ratings, with positive outlook, from Moody's. It has a 'B-' long term issuer default rating, with stable outlook, from Fitch. It also has a 'B-' issuer credit ratings from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services affirmed its ratings, including its 'B-' corporate credit rating, on Forest Hills, New York-based JetBlue Airways Corp. At the same time, S&P revised its outlook on the rating to positive from stable. The recovery rating on senior unsecured debt remains '6', indicating S&P's expectations of a negligible (0%-10%) recovery in a default scenario. S&P noted that while JetBlue has been profitable in six of the last seven quarters, its financial profile remains highly leveraged, with EBITDA interest coverage of 2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%. JETBLUE AIRWAYS: Goldman Sachs Discloses 6.0% Equity Stake ---------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Goldman Sachs Asset Management disclosed that it beneficially owns 17,593,003 shares of common stock of JetBlue Airways Corporation representing 6.0% of the shares outstanding. As of Sept. 30, 2010, there were 293,849,319 shares outstanding of the Company's common stock, par value $.01. About JetBlue Airways JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company reported $6.618 billion in total assets, $1.126 billion in total current liabilities, $2.88 billion long- term debt and capital lease obligations, $531 million construction obligation, $458 million deferred taxes, and stockholders' equity of $1.623 billion, as of Sept. 30, 2010. * * * JetBlue carries 'Caa1' long term corporate family and probability of default ratings, with positive outlook, from Moody's. It has a 'B-' long term issuer default rating, with stable outlook, from Fitch. It also has a 'B-' issuer credit ratings from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services affirmed its ratings, including its 'B-' corporate credit rating, on Forest Hills, New York-based JetBlue Airways Corp. At the same time, S&P revised its outlook on the rating to positive from stable. The recovery rating on senior unsecured debt remains '6', indicating S&P's expectations of a negligible (0%-10%) recovery in a default scenario. S&P noted that while JetBlue has been profitable in six of the last seven quarters, its financial profile remains highly leveraged, with EBITDA interest coverage of 2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%. JETBLUE AIRWAYS: Whitebox, et al., Disclose 7.2% Equity Stake ------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Whitebox Advisors, LLC and its affiliates disclosed that they beneficially own 22,655,358 shares of common stock of JetBlue Airways Corporation representing 7.2% shares of the Company outstanding. As of Sept. 30, 2010, there were 293,849,319 shares outstanding of the Company's common stock, par value $.01. About JetBlue Airways JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company reported $6.618 billion in total assets, $1.126 billion in total current liabilities, $2.88 billion long- term debt and capital lease obligations, $531 million construction obligation, $458 million deferred taxes, and stockholders' equity of $1.623 billion, as of Sept. 30, 2010. * * * JetBlue carries 'Caa1' long term corporate family and probability of default ratings, with positive outlook, from Moody's. It has a 'B-' long term issuer default rating, with stable outlook, from Fitch. It also has a 'B-' issuer credit ratings from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services affirmed its ratings, including its 'B-' corporate credit rating, on Forest Hills, New York-based JetBlue Airways Corp. At the same time, S&P revised its outlook on the rating to positive from stable. The recovery rating on senior unsecured debt remains '6', indicating S&P's expectations of a negligible (0%-10%) recovery in a default scenario. S&P noted that while JetBlue has been profitable in six of the last seven quarters, its financial profile remains highly leveraged, with EBITDA interest coverage of 2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%. JLP1 LLC: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------ Debtor: JLP1, LLC 6602 Vanda Lane Land O'Lakes, FL 34637 Bankruptcy Case No.: 11-02748 Chapter 11 Petition Date: February 18, 2011 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Catherine Peek McEwen Debtor's Counsel: Steve Dinh Tran, Esq. LAW OFFICE OF STEVE D. TRAN, PLLC 2285 First Avenue North, Suite A St. Petersburg, FL 33713 Tel: (727) 644-7448 Fax: (727) 216-1568 E-mail: uf3323@aol.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-02748.pdf The petition was signed by Herb Sylvester, owner. KAMPERT DAIRY: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Kampert Dairy, LLC 590 Malone Road Pulaski, TN 38478 Bankruptcy Case No.: 11-01495 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court Middle District of Tennessee (Columbia) Judge: Marian F. Harrison Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church St., Ste. 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com Scheduled Assets: $515,000 Scheduled Debts: $3,392,145 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnmb11-01495.pdf The petition was signed by Theo Kampert, president. KAZI FOODS: Case Summary & List of Unsecured Creditors ------------------------------------------------------ Debtor: Kazi Foods of Michigan, Inc. 4862 Maddie Lane Dearborn, MI 48126 Bankruptcy Case No.: 11-43971 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: Stephen M. Gross, Esq. MCDONALD HOPKINS, PLC 39533 Woodward Avenue, Suite 318 Bloomfield Hills, MI 48304 Tel: (248) 646-5070 Fax: (248) 646-5075 E-mail: sgross@mcdonaldhopkins.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 Debtor-affiliate that filed separate Chapter 11 petition: Debtor Case No. Petition Date ------ -------- ------------- Kazi Foods of Florida, Inc. 11-43986 02/17/11 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Stephen Poludniak, treasurer. A list of Kazi Foods of Michigan's 27 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb11-43971.pdf A list of Kazi Foods of Florida's 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb11-43986.pdf KNOLOGY INC: Refinancing Won't Affect Moody's 'B1' Rating --------------------------------------------------------- Moody's Investors Service said that Knology, Inc.'s proposed refinancing (repricing and extension, and $20 million increase) of its senior secured bank credit facilities does not affect the company's ratings, including the company's B1 Corporate Family Rating, B2 Probability of Default Rating, B1 senior secured bank debt ratings and SGL-2 Speculative Grade Liquidity Rating. The rating outlook remains stable. The company is expected to realize modest reductions in cash interest expense and related improvements in free cash flow generation and overall liquidity by bringing the pricing on its recent (October 2010) refinancing in line with current market rates (and extending maturities and modestly increasing borrowings of its term debt), albeit not by a meaningful enough amount to impact ratings. Moody's last rating action on Knology was on September 15, 2010, when the company was assigned B1 ratings for its $770 million of combined senior secured bank credit facilities that were being arranged to refinance existing debt and partially finance the planned and now completed $165 million acquisition of Sunflower Broadband. Headquartered in West Point, Georgia, Knology, Inc., is principally an "overbuild" provider of video, high speed data and voice services to approximately 232 thousand video subscribers (plus an additional 32 thousand acquired from Sunflower Broadband in early October 2010, per management) located primarily in the Southeast and portions of the Midwest. The company generated revenue of approximately $443 million (plus an estimated $50 million related to the Sunflower Broadband acquisition which will be included in Knology's reported financial statements going forward) for the twelve month period ended Sept. 30, 2010. LAB RESEARCH: Canadian Lender Gets Deloitte as Receiver ------------------------------------------------------- LAB Research Inc.'s main Canadian lender has obtained an Order from the Commercial Chamber of the Superior Court of Laval appointing Samson Belair Deloitte and Touche to act as Receiver pursuant to section 243 of the Bankruptcy and Insolvency Act, R.S.C. (1985) ch. B-3 (the "Receiver Order"). Further to the Receiver Order, the remaining directors of the Company resigned and SBDT took control of the operations of the Company. According to the motion filed by the Lender in support of the Receiver Order, the Receiver intends to solicitate/entertain offers on the assets of the Company with a view to complete a transaction with a potential acquirer/investor in the best delay, preferably on a going concern basis. On February 2, 2011, the Company announced the execution of a non- binding letter of intent with a US based private equity group. The purchaser has informed the Company that it is no longer interested in completing the transaction pursuant to the terms and conditions set out in the letter of intent. LEHMAN BROTHERS: Unable to Submit Form 13-F ------------------------------------------- Lehman Brothers Holdings Inc. filed with the U.S. Securities and Exchange Commission on Feb. 11, 2010, a report stating its inability to provide the information required on Form 13F. LBHI said it won't be able to provide the information due to the sale of the major businesses of the company and its broker-dealer unit, Lehman Brothers Inc. The company also blamed the filing of administrative and civil rehabilitation cases of its subsidiaries, which comprise parts of its European and Asian businesses that resulted in portions of the securities trading records and systems of the company and LBI unavailable and non- accessible. "As a result of the sale and actions taken by certain creditors with respect to section 13(f) securities that had been pledged by the [companies] or their affiliates, as collateral to those creditors, the [companies] cannot compile an accurate accounting of section 13(f) securities held," the SEC filing said. LBHI said they are currently reconciling discrepancies in information they have with respect to those securities. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVEL 3 COMMUNICATIONS: Harris Assoc. Does Not Own Any Securities ----------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Harris Associates L.P. 04-3276558 and Harris Associates Inc. 04-3276549 disclosed that they do not own any shares of common stock of Level 3 Communications Inc. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion in total assets, $8.51 billion in total liabilities and a $157 million stockholders' deficit. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. MACHAPUNGA LLC: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Machapunga, LLC 818 South White Street Wake Forest, NC 27587 Bankruptcy Case No.: 11-01196 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.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 seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb11-01196.pdf The petition was signed by James M. Adams, Sr., member manager. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- 3 G Properties, LLC 10-04763 06/14/10 MAGNA ENTERTAINMENT: GLG Partners Ceases to Own Class A Stock ------------------------------------------------------------- GLG Partners LP, GLG Market Neutral Fund, and GLG Partners Limited disclose that as of Dec. 31, 2010, they have ceased to own any shares of Class A Subordinate Voting Stock, par value $0.01 per share, of Magna Entertainment Corporation. A full-text copy of the SC 13-G/A is available for free at: http://researcharchives.com/t/s?7394 About Magna Entertainment Corp. Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the Debtors' local counsel. Miller Buckfire & Co. LLC acted as the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC served as the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of Dec. 31, 2008. On April 29, 2010, the Bankruptcy Court confirmed the Second Modified Third Amended Joint Plan of Magna Entertainment Corp., its affiliated Debtors, the official committee of unsecured creditors, MI Developments Inc., and MI Developments US Financing. The Debtors emerged from Bankruptcy on April 30, 2010. MARCO A CANTU: Court Denies Discharge Under Sec. 727(a) ------------------------------------------------------- Michael Schmidt, Guerra & Moore, Ltd., LLP, and Howard S. Grossman, P.A., instituted the suit, Michael B Schmidt, Trustee, et al, v. Marco A. Cantu, et al., Adv. Pro. No. 09-7018 (Bankr. S.D. Tex.), seeking to have both Marco and Roxanne Cantu denied a discharge under 11 U.S.C. Sec. 727(a). The Plaintiffs asserted that the Cantus engaged in improper transfers of estate assets, made false oaths in connection with their bankruptcy cases, refused to comply with lawful court orders, failed to keep adequate records, and withheld information from the Trustee. Considering Mark and Roxanne Cantu separately, the Bankruptcy Court denied discharge to each. Mark Cantu is a practicing attorney with his law office in McAllen, Texas. He and his wife attended the University of Texas at Austin. Both graduated with bachelor's degrees, and Mr. Cantu went on to earn a law degree. He has practiced law for over 20 years. The Cantus have owned numerous businesses in and around McAllen and Edinburg, Texas. In addition to Mr. Cantu's law office, the Cantus owned and operated the University Inn, the Palm Plaza Motel and RV Park, the La Vista Mobile Home Park, and the Dominion Apartments. They had an interest in Cor-Can, Inc. and Canflor, L.P. Individually and through Mar-Rox Inc., the Cantus owned several commercial properties, including the Atrium, four restaurants, the Pan-American Plaza, the University Center, the Trigo Office Building, the Delta Building, and the St. Anthony's Building. Including the Mar-Rox properties, the Cantus owned roughly $24.4 million in real estate. The Cantus filed a voluntary chapter 11 petition on May 6, 2008, (Bankr. S.D. Tex. Case No. 08-70260). Mar-Rox filed a voluntary chapter 11 petition (Bankr. S.D. Tex. Case No. 08-70261) on the same day. The cases were jointly administered. Oscar Luis Cantu, Jr., Esq., served as bankruptcy counsel. Mar-Rox estimated $10 million to $50 million in both assets and debts in its petition. The Cantus' case was converted to a case under Chapter 7, and Michael Schmidt was appointed Trustee on June 24, 2009. Mar-Rox's case was converted to chapter 7 on July 1, 2009. Throughout the bankruptcies, the Cantus were uncooperative with the Court and the Trustee. They failed to provide material documents to the Trustee, including records of their extensive jewelry sales, information about their contingency fee interests, and records of their use of estate funds. The Cantus, particularly Mr. Cantu, also directly violated Court orders. On two occasions, Mr. Cantu interfered with the sale of estate assets that had been authorized by the Court. Mr. Cantu also failed to comply with an order to turn over non-exempt property. Both Cantus violated the Court's cash collateral orders. Sixteen adversary proceedings arose out of the Cantus' bankruptcy case. A copy of Bankruptcy Judge Marvin Isgur's February 17, 2011 memorandum opinion is available at http://is.gd/2H7BqTfrom Leagle.com. MAXXAM INC: Dimensional Fund Holds 7.61% Equity Stake ----------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Dimensional Fund Advisors LP disclosed that it beneficially owns 1,369 shares of common stock of Maxxam Inc. representing 7.61% shares outstanding. As of Nov. 11, 2009, there were 4,559,637 shares of common stock outstanding. About MAXXAM Inc. Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the substantial portion of its operations through its subsidiaries, which operate in two industries -- Residential and commercial real estate investment and development (primarily in second home or seasonal home communities), through MAXXAM Property Company and other wholly owned subsidiaries of the Company, as well as joint ventures; and racing operations, through Sam Houston Race Park, Ltd. a Texas limited partnership wholly owned by the Company, which owns and operates a Texas Class 1 pari-mutuel horse racing facility in the greater Houston metropolitan area, and a pari- mutuel greyhound racing facility in Harlingen, Texas. At Sept. 30, 2009, MAXXAM had $361.6 million in total assets, $778.0 million in total liabilities, and a $416.4 million stockholders' deficit. Going Concern Doubt As reported by the Troubled Company Reporter on April 7, 2009, Grant Thornton LLP said the uncertainty surrounding the real estate industry and the ultimate outcome of proceedings involving MAXXAM Inc.'s former unit, Pacific Lumber Company, and their effect on the Company, as well as the Company's operating losses raise substantial doubt about the ability of the Company to continue as a going concern. MAXUM PETROLEUM: Moody's Withdraws All Ratings on Senior Notes -------------------------------------------------------------- Moody's Investors Service withdrew all ratings assigned to Maxum Petroleum Operating Company and its proposed issuance of $250 million of senior unsecured notes due 2019. This action follows Maxum's cancellation of the proposed transaction. Ratings withdrawn include the B3 Corporate Family Rating, B3 Probability of Default rating, SGL-3 Speculative Grade Liquidity rating, stable outlook, and the B3 (LGD4-54%) rating assigned to the to the proposed $250 million senior unsecured notes due 2019. The last rating action on Maxum was on January 20, 2011, when Moody's assigned a first time B3 Corporate Family Rating, B3 Probability of Default rating, SGL-3 Speculative Grade Liquidity rating, and stable outlook to Maxum, as well as a B3 (LGD4-54%) to the company's proposed $250 million senior unsecured notes due 2019. Maxum Petroleum Operating Company is a marketer and distributor of refined petroleum products headquartered in Greenwich, CT. MIG INC: 2nd Circ. Affirms Dismissal of Paul Weiss Suit ------------------------------------------------------- Bankruptcy Law360 reports that the Second Circuit on Friday affirmed the dismissal of MIG Inc.'s suit accusing Paul Weiss Rifkind Wharton & Garrison LLP of improperly drafting a certificate of designation that spurred a shareholder suit leading to the telecom's bankruptcy. In a two-page summary order, the U.S. Court of Appeals for the Second Circuit affirmed a judge's "well-reasoned" opinion that New York's three-year statute of limitations barred the malpractice claim, according to Law360. Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-group.com/-- through its wholly owned subsidiaries, owns interests in several communications businesses in the country of Georgia. The Company's core businesses include Magticom Ltd., a mobile telephony operator located in Tbilisi, Georgia, Telecom Georgia, a long distance telephony operator, and Telenet, which provides Internet access, data communications, voice telephony and international access services. MIG, Inc., fka Metromedia International Group, Inc., filed for Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del. Case No. 09-12118). Scott D. Cousins, Esq., at Greenberg Traurig LLP, assists the Company in its restructuring efforts. Debevoise & Plimpton LLP is the Company's special corporate counsel, while Potter Anderson & Corroon LLP is the Company's special litigation counsel. The official committee of unsecured creditors of MIG, Inc., has retained Baker & McKenzie LLP as its bankruptcy counsel, nunc pro tunc to June 30, 2009. In its petition, the Company estimated US$100 million to US$500 million in assets and US$100 million to US$500 million in debts. In its formal schedules, the Company said it had assets of $54,820,681 against debts of $210,183,657. MOHEGAN TRIBAL: Files Form 10-Q; Q4 Profit at $12.48 Million ------------------------------------------------------------ Mohegan Tribal Gaming Authority filed its quarterly report with the U.S. Security and Exchange Commission for the fiscal first quarter ended Dec. 31, 2010. The Company reported net income of $12.48 million on $335.60 million of net revenue for the three months ended Dec. 31, 2010, compared with net income of $3.89 million on $341.81 million of net revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2010 showed $2.21 billion in total assets, $2.07 billion in total liabilities and $141.32 million in total capital. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7388 About Mohegan Tribal Headquartered in Uncasville, Conn., Mohegan Tribal Gaming Authority conducts and regulates gaming activities on Tribal lands, which are federally recognized Indian tribe reservations in southeastern Connecticut. The Authority has noted that its Bank Credit Facility matures on March 9, 2012 and its 2002 Senior Subordinated Notes mature on April 1, 2012. In addition, a substantial portion of the Authority's remaining indebtedness matures over the following three fiscal years. The Authority believes that it will need to refinance all or part of its indebtedness at or prior to each maturity thereof in order to maintain sufficient resources for its operations. The Authority has engaged Blackstone Advisory Partners, L.P. to assist in its strategic planning relating to its debt maturities. * * * At the end of November 2010, Moody's Investors Service downgraded Mohegan Tribal Gaming Authority's Corporate Family and Probability of Default ratings to Caa2 from B3. All of MTGA's rated long-term debt was also lowered. The rating outlook is negative. The ratings downgrade reflects Moody's view that MTGA could find it difficult to refinance significant upcoming debt maturities without some impairment to bondholders given its high leverage -- debt/EBITDA is over 7 times -- limited near-term growth prospects for Mohegan Sun Casino, the likely continuation of weak consumer gaming demand trends in the Northeastern U.S., and the strong possibility of gaming in Massachusetts. The company's $675 million revolver ($527 million outstanding at Sept. 30, 2010) expires in March 2012 and its $250 million 8% senior subordinated notes mature in April 2012. Combined, these debt items account for about 50% of MTGA's total debt outstanding. MTGA has announced that it hired Blackstone Group to help deal with its capital structure issues, although no details have been made available regarding MTGA's options. Given the company's recently announced weak fiscal fourth quarter results along with the significant near- and long-term challenges previously mentioned, Moody's believes a restructuring that involves some impairment to bondholders will be considered. The negative ratings outlook reflects the relatively short time frame in which MTGA has to address what Moody's believes to be a significant capital structure issue. If MTGA is not able to refinance by March 2011 its $675 million revolver will be become current. The same holds true for the company's $250 million 8% senior subordinated notes to the extent these notes are not refinanced by April 1, 2011. MOMENTIVE PERFORMANCE: Amends 8-K; Files Copy of Amendment Pact --------------------------------------------------------------- Momentive Performance Materials Inc. filed a current report on Form 8-K with the Securities and Exchange Commission to report that it had entered into an amendment agreement to its credit agreement dated as of December 4, 2006. The Company filed an amendment no. 1 to the Current Report to include certain additional exhibits. A full-text copy of the Amendment Agreement to Credit Agreement is available for free at http://ResearchArchives.com/t/s?7389 On Feb. 10, 2011 the conditions to the effectiveness of the Amendment Agreement were satisfied and the Credit Agreement was amended to, among other things: (i) extend the maturity of term loans held by consenting lenders to May 5, 2015 and increase the applicable margin with respect to such extended term loans to 3.50% per annum for eurocurrency loans; (ii) allow future mandatory and voluntary prepayments to be directed to non-extended term loans prior to the extended maturity term loans; (iii) subject to the requirement to make those offers on a pro rata basis to all term loan lenders or to all lenders holding revolving commitments, as applicable, allow the Company to extend the maturity of term loans or revolving commitments, as applicable, and for the Company to otherwise modify the terms of loans or revolving commitments in connection with such an extension; and (iv) amend certain other terms therein. Pursuant to the Amendment Agreement, lenders under the Company's credit agreement have agreed to extend the maturity of (i) approximately $436 million aggregate principal amount of their dollar term loans (approximately 87% of the total dollar term loans) and (ii) approximately EUR 294 million aggregate principal amount of their euro term loans (approximately 77% of the total euro term loans), for an overall extension of approximately $839.5 million aggregate US dollar equivalent principal amount of term loans (approximately 81.5% of the total term loans). About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. The Company's balance sheet at Sept. 26, 2010, showed $3.33 billion in total assets, $3.83 billion in total liabilities, and a stockholders' deficit $497.78 million. Momentive carries a 'B3' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's Ratings Services. As reported by the Troubled Company Reporter on October 27, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Momentive Performance Materials Inc. to 'B-' from 'CCC+'. In addition, S&P raised its second lien, senior unsecured, and subordinated debt ratings by one notch to 'CCC' (two notches below the corporate credit rating) from 'CCC-'. The recovery ratings on these classes of debt remain unchanged at '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. At the same time, based on the corporate credit rating upgrade and its updated recovery analysis, S&P raised its senior secured debt rating by two notches to 'B' (one notch above the corporate credit rating) from 'CCC+' and revised the recovery rating to '2' from '3'. These ratings indicate S&P's expectation for substantial (70%-90%) recovery in the event of a payment default. MOUNT VERNON: 2nd Amended Liquidation Plan Declared Effective ------------------------------------------------------------- The effective date under Mount Vernon Monetary Management Corp., et al.'s second amended joint plan of liquidation occurred on Jan. 7, 2011. On Dec. 23, 2010, the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York confirmed the Second Amended Plan, a copy of which is available for free at: http://bankrupt.com/misc/MOUNT_VERNON_2ndamendedplan.pdf As reported by the Troubled Company Reporter on Oct. 20, 2010, the Debtors and the Official Committee of Unsecured Creditors submitted to the Court a proposed Plan of Liquidation and an explanatory Disclosure Statement. Under that Plan, holders of allowed general unsecured claims will receive their pro rata share of MVMMC Trust assets after payment of the administrative expense claims, allowed Customer Claims and Convenience Claims net of payments made pursuant to the restitution order. The Plan cancels all equity interests in the Debtors and the holders of equity interests will receive no distribution under the Plan. On Nov. 10, 2010, the Debtors and the Committee filed an amended disclosure statement, which stated that Under the Plan, Allowed Administrative Expense Claims, Priority Tax Claims, Non-Tax Priority Claims, and Secured Claims are Unimpaired and will be satisfied in full. Holders of Customer Claims, General Unsecured Claims, and Convenience Claims are impaired under the Plan and are entitled to vote. The Plan cancels all Equity Interests in the Debtors. Holders of Equity Interests will receive no distributions under the Plan. The Second Amended Plan was filed on Dec. 21, 2010, and states that on the Effective Date, the MVMMC Trust will be formed pursuant to the Plan and the MVMMC Trust Agreement, and the MVMMC Trust Assets and the Debtors' liabilities will be transferred to and vest in the MVMMC Trust for the benefit of the MVMMC Trust Beneficiaries pursuant to the terms hereof and MVMMC Trust Agreement. In the event of any inconsistencies or conflict between the MVMMC Trust Agreement and the Plan, the terms and provisions of the MVMMC Trust Agreement will control. Under the Second Amended Plan, all of the Debtors' right, title, and interest in all Assets will vest in the MVMMC Trust for the benefit of the MVMMC Trust Beneficiaries and will become and be deemed for all purposes to be MVMMC Trust Assets without any further court order, action, or notice to any person. The Committee will appoint the MVMMC Trustee, who will be independent of the Debtors. The MVMMC Trust will be dissolved no later than three years from the Effective Date. On the Effective Date, (i) all Interests in the Debtors; (ii) any and all stock options (including, but not limited to, all stock options granted to the Debtors' employees); (iii) any and all warrants; and (iv) any instrument evidencing or creating any indebtedness or obligation of the Debtors, except such instruments that are reinstated (or amended and restated) under the Plan, will automatically be cancelled and extinguished. Additionally, as of the Effective Date, all Interests in the Debtors, and any and all warrants, options, rights, or interests with respect to any existing or prospective equity Interest in the Debtors that have been authorized to be issued but that have not been issued automatically will be deemed cancelled and extinguished without any further action of any party. Under the 2nd Amended Plan, administrative expense claims will be paid in cash, in full. Customer claims, general unsecured claims and convenience claims will also be paid in full. Unpaid U.S. trustee fees incurred before the effective date will be paid by the Debtors in full. Fees incurred after the effective date will be timely paid from MVMMC Trust Assets by the MVMMC Trustee in the ordinary course as such U.S. Trustee Fees become due and payable, until the entry of a final decree. Priority tax and non-tax priority claims will be paid in full, in cash. Holders of an allowed secured claim will receive in full, (i) cash from the MVMMC Trust Assets equal to the Allowed amount of the claim; (ii) the property securing the claim; or (iii) other treatment to which the holders and the MVMMC Trustee agree to. Equity interests in the Debtors will automatically be extinguished and cancelled. The deadline for the filing of any applications for payment of an administrative expense claim was Jan. 31, 2011. Any applications for payment of a fee claim must be filed by March 8, 2011. About Mount Vernon Monetary Mount Vernon, New York-based Mount Vernon Monetary Management Corp. and its affiliates consist of 33 commonly owned entities engaged in the ownership and management of automated teller machines, check cashing, and armored car services, real estate entities and related businesses, many of which are operationally related. Mount Vernon Monetary Management and its affiliates filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-23053). Mount Vernon filed for Chapter 11 bankruptcy after their president Robert Egan and chief operating officer Bernard McGarry were arrested and charged with bank fraud. Allen D. Applbaum, a senior managing director with FTI Consulting, Inc., has been appointed by the court as Receiver and Sole Corporate Manager of the Debtors. Allen G. Kadish, Esq., at Greenberg Traurig, LLP, assists the Company in its restructuring effort. In an affidavit filed with the Bankruptcy Court on the Petition Date, Allen D. Applbaum said as of April 30, 2010, the Debtors had an aggregate total of $179.1 million in assets and $186 million in liabilities. The Official Committee of Unsecured Creditors is represented by S. Jason Teele, Esq., Sharon L. Levine, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler, PC, in Roseland, New Jersey. MPG OFFICE: Robert Deutschman Does Not Own Any Securities --------------------------------------------------------- Robert M. Deutschman, a director at MPG Office Trust,Inc., disclosed that he does not own any securities of MPG Office Trust, Inc. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company's balance sheet at Sept. 30, 2010, showed $3.26 billion in total assets, $4.16 billion in total liabilities, and a stockholders' deficit of $897.21 million. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. MPG OFFICE: Goldman Sachs Holds 9.0% Equity Stake ------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, The Goldman Sachs Group, Inc. disclosed that it beneficially owns 903,600 shares of 7.625% Series A Cumulative Redeemable Preferred Stock of MPG Office Trust, Inc. representing 9.0% of the shares outstanding. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company's balance sheet at Sept. 30, 2010, showed $3.26 billion in total assets, $4.16 billion in total liabilities, and a stockholders' deficit of $897.21 million. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. MRU HOLDINGS: Court Dismisses Shareholder Suit Against Merrill -------------------------------------------------------------- American Bankruptcy Institute reports that U.S. District Judge Richard Berman ruled Thursday, Feb. 17, 2011, that a lawsuit by shareholders of MRU Holdings Inc. against Merrill Lynch & Co. and MRU's auditor over alleged misrepresentations and omissions regarding nearly $200 million in auction-rate securities should be dismissed. Based in New York, MRU Holdings, Inc., is a specialty consumer finance company that facilitates and provides students with funds for higher education. At Sept. 30, 2008, the company had $310 million in total assets and $331 million in total liabilities, resulting in $20.1 million in shareholders' deficit. MRU Holdings filed on February 6, 2009, a voluntary petition seeking relief under Chapter 7 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 09-10530). As a result of this bankruptcy filing, the Company has suspended business operations. MSR RESORT: Vendors Who Continue to Provide Goods to Be Paid ------------------------------------------------------------ Mike Perrault, writing for The Desert Sun, reports that vendors in the Coachella Valley who provided products and services to La Quinta Resort & Club, PGA West and Citrus Club in La Quinta may have a tough time collecting for outstanding invoices, unbilled amounts and uncashed checks in the wake of the resorts' Chapter 11 bankruptcy protection. According to The Desert Sun, in a letter to vendors obtained by The Desert Sun, La Quinta Resort & Club Finance Director Michael Afloarei said it's up to the bankruptcy court to decide the amount and distribution of payments for vendor goods and services provided before the Feb. 1 filing. The report also relates Mr. Afloarei told vendors they will be paid for products and services rendered after Feb. 1. "The hotel values its vendor relationships and looks forward to working with its vendors for many years to come while operating from the stronger financial position that will result from the right-sized capital structure," Mr. Afloarei stated in the letter. According to the report, hotel officials said vendors who provide everything from food and beverages to clothing and other items still are expected to honor their contractual relations while the bankruptcy case is pending in court. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On January 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc. A joint venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the resorts before the foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1. 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. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. MXENERGY HOLDINGS: Reports $25MM Net Income for Dec. 31 Qtr. ------------------------------------------------------------ MxEnergy Holdings Inc. filed its quarterly report with the Securities and Exchange Commission reporting net income of $25.70 million on $183.82 million of sales of natural gas and electricity for the three months ended Dec. 31, 2010, compared with net income of $18.22 million on $152.77 million of sales of natural gas and electricity for the same period during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $229.45 million in total assets, $139.71 million in total liabilities and $89.74 million in stockholders' equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?738a About MxEnergy Holdings MxEnergy Holdings Inc. was founded in 1999 as a retail energy marketer. The two principal operating subsidiaries of Holdings are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in the marketing and supply of natural gas and electricity, respectively. Holdings and its subsidiaries operate in 39 market areas located in 14 states in the United States and in two Canadian provinces. MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD' probability of default ratings from Moody's Investors Service. NEWLAND INTERNATIONAL: Fitch Cuts Rating to Senior Notes to 'Bsf' ----------------------------------------------------------------- Fitch Ratings has downgraded Newland International Properties, Corp.'s $220 million senior secured notes to 'Bsf' from 'B+sf'. The transaction remains on Rating Watch Negative due to continuing concerns over further delivery delays as well as to monitor buyers' willingness and ability to close on units upon delivery. Newland International Properties, Corp. is developing the Trump Ocean Club International Hotel & Tower, a multi-use tower located on the Punta Pacifica Peninsula in Panama City, Panama. The downgrade of the transaction is attributed to the on-going construction and delivery delays as well as the reduction in eligible receivables to $229 million as of year-end 2010 from $253.7 million as of October 2010. Unit delivery has been further delayed and this may cause pressure in replenishing the debt service reserve account if used during the May debt payment. Additionally, this shrinking time cushion will give Newland less time to attempt to re-sell any additional units that default during this time period. In December, upon the failure of the casino buyer to make an additional payment due, Newland declared the casino buyer in default. The casino default in combination with the previously recognized July unit defaults have resulted in an approximate decrease of nearly $32 million in eligible receivables, making the project more sensitive to future buyer defaults and dependent upon new unit sales to repay the notes. While delays at the project have been on-going, largely related to the delivery and installation of the interior millwork for the units, progress is now being made at the site. As of mid-February the millwork for the condominium units up to the 35th floor has been substantially completed, the hotel room work is now approximately 25% completed, and the baylofts completion is progressing. The unit delivery process is projected to be completed in phases over the next few months, with commercial spaces and condominium units beginning in March and the baylofts and hotel units starting in April. The ability of buyers to obtain mortgage financing, if needed, continues to be a concern that Fitch is being monitored closely. Since buyers do not need to show proof of their ability to pay until the certificate of occupancy is presented, it is difficult to track the potential for unit defaults upon delivery. However, given that the project is now in the final stages of construction, Fitch expects this to become more apparent over the next few months as units become ready for delivery. There are sufficient funds in the debt service reserve account to make the May 2011 debt service payment. However, if the actual delivery dates continue to be pushed out or the actual level of defaults is greater than expected, it will be more difficult for Newland to replenish the account within 60 days of the May payment, as currently required under the documents, or meet the November debt service payment of $45 million. ORIENTAL TRADING: S&P Raises Corporate Credit Rating to 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Omaha-based reorganized Oriental Trading Co. Inc. to 'B' from 'D'. The outlook is stable. S&P also assigned a 'B' issue-level rating and '4' recovery rating to the company's $220 million term loan. The '4' recovery rating indicates S&P's expectation for average (30%-50%) recovery of principal in the event of a payment default. At the same time, S&P withdrew its ratings on all of the prepetition debt outstanding at Oriental Trading. On Feb. 10, 2011, the U.S. Bankruptcy Court overseeing the Chapter 11 proceedings of OTC issued its order confirming the company's plan of reorganization. Under the plan, OTC's capital structure consists of a $50 million revolving ABL revolving credit facility and a $220 million term loan. "S&P's rating reflects its view of OTC's vulnerable business risk profile," said Standard & Poor's credit analyst Mariola Borysiak, "characterized by its presence in a very competitive and fragmented toys, novelties, party supplies, and home decor retailing industry." S&P believes that intense competition in the industry, coupled with significant cost increases, will continue to strain operating performance. In S&P's opinion, OTC's value proposition did not isolate the company from reduced consumer spending during the recent economic downturn. However, recent operating trends have shown signs of stabilization, with some improvement in sales per customer and an increase in average order value. Still, S&P expects only modest sales growth during the company's fiscal 2012 due to a significant reduction in efforts to attract new customers during the past two years, as well as continually weak discretionary spending. As a result, S&P believes OTC now faces higher costs for prospecting and acquiring new customers, which, in S&P's view, could pressure profitability in the near term. OTTER TAIL: Green Plains Acquires Ethanol Plant in Fergus Falls --------------------------------------------------------------- The Associated Press reports that Omaha-based Green Plains Renewable Energy Inc. said a bankruptcy court has accepted its bid to acquire an ethanol plant from Otter Tail Ag Enterprises near Fergus Falls, Minnesota. The AP notes Green Plains stated that it will finance the $55 million acquisition with cash and financing from a group of nine lenders. The company expects to complete the deal in March. About Green Plains Green Plains Renewable Energy, Inc. (Nasdaq:GPRE) is North America's fourth largest ethanol producer, operating a total of eight ethanol plants in Indiana, Iowa, Michigan, Nebraska and Tennessee with annual expected operating capacity totaling approximately 657 million gallons. Green Plains owns 51% of Blendstar, LLC, a biofuel terminal operator which operates nine blending or terminaling facilities in seven states in the south central United States. About Otter Tail AG Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC -- http://www.ottertailethanol.com/-- owns and operates a nameplate capacity 55 million gallon annual production plant of undenatured ethanol in Fergus Falls, Minnesota. The Company processes approximately 20 million bushels of corn into approximately 55 million gallons of ethanol each year. In addition, the Company sells distillers grains, a principal co-product of the ethanol production process. The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn. Case No. 09-61250). Attorneys at Mackall, Crounse & Moore, PLC, represent the Debtor in the Chapter 11 case. Carl Marks Advisory Group LLC is the financial advisor. The Debtor disclosed assets of $66.4 million against $86 million in debt, nearly all secured, in its schedules. The largest secured creditor is AgStar Financial Services, owed $40.9 million. PECAN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Pecan Properties, Inc. P.O. Box 74170 Tulsa, OK 74170 Bankruptcy Case No.: 11-10323 Chapter 11 Petition Date: February 18, 2011 Court: United States Bankruptcy Court Northern District of Oklahoma (Tulsa) Judge: Terrence L. Michael Debtor's Counsel: Scott P. Kirtley, Esq. RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS 502 West 6th Street Tulsa, OK 74119-1010 Tel: (918) 587-3161 E-mail: skirtleyattorney@riggsabney.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/oknb11-10323.pdf The petition was signed by Mark W. Swadener, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Swadener Investment Properties, LLC 11-10322 02/18/11 PILGRIM'S PRIDE: 5th Cir. Says Clinton Can't Amend Lawsuit ---------------------------------------------------------- The U.S. Court of Appeals for the Fifth Circuit affirmed the district court's ruling denying the request by the city of Clinton, Arkansas, for leave to file an amended complaint against Pilgrim's Pride Corporation and dimissing the city's original suit without prejudice. A three-man panel consisting of Circuit Judges Carolyn Dineen King, William Lockhart Garwood, and W. Eugene Davis, held that the district court did not err in denying the City's motion for leave to file or in dismissing the City's petition for failure to state a claim. Pilgrim's Pride owns a facility for growing and processing poultry in the city of Clinton. Pilgrim's acquired the facility in 2004 from another poultry processing company, ConAgra. In October 2008, Pilgrim's announced that it would close its operations in the City. Pilgrim's filed Chapter 11 bankruptcy in December 2008. As a result of the plant's closure, the City experienced economic distress, including difficulty in repaying debts the City incurred in the construction of a water purification system designed to serve the needs of the poultry plant. On June 1, 2009, the City initiated an adversary proceeding in Bankruptcy Court, alleging that Pilgrim's violated the Packers and Stockyards Act, 7 U.S.C. Secs. 187 et seq., by closing the plant "for the purpose" and with the "effect" of manipulating the price of commodity chicken. The suit also alleged fraud, fraudulent non-disclosure, and promissory estoppel. The District Court for the Northern District of Texas, Fort Worth Division, withdrew the case from Bankruptcy Court on August 18, 2009 pursuant to 28 U.S.C. Sec. 157(d). On September 15, 2009, the district court dismissed without prejudice the City's original complaint, finding that the City lacked standing to pursue its claims under the PSA, and that the City's complaint failed to state a claim for promissory estoppel, fraud, or fraudulent non-disclosure. The City filed a motion for leave to amend, and attached a proposed First Amended Complaint that sought to plead the fraud and promissory estoppel claims with sufficient specificity and to add claims for violations of the Arkansas Deceptive Trade Practices Act and unjust enrichment. The district court denied leave to amend on the basis that amending the complaint would be futile, and dismissed the civil action with prejudice. The district court thereafter entered a final judgment under F.R.C.P 54(b). Although the amended complaint repeated the claims for violation of the PSA, fraudulent nondisclosure, and attorneys fees, the City does not challenge on appeal the dismissal of any of those claims. Judgment in favor of Pilgrim's and adverse to the City has thus become final on each of those claims. The appeal concerns only the adequacy of the allegations related to the City's claims of fraud, promissory estoppel, unjust enrichment, and the ADTPA. The appellate case is City of Clinton, Arkansas, v. Pilgrim's Pride Corporation, Case No. 10-10039 (5th Cir.). A copy of the Fifth Circuit's decision, dated February 17, 2011, is available at http://is.gd/O7O6Jbfrom Leagle.com. Judge Garwood penned the opinion. About Pilgrim's Pride Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is one of the largest chicken companies in the United States, Mexico and Puerto Rico. The Company's fresh chicken retail line is sold throughout the US, throughout Puerto Rico, and in the northern and central regions of Mexico. The Company exports commodity chicken products to 90 countries. The Company operates feed mills, hatcheries, processing plants and distribution centers in 15 U.S. states, Puerto Rico and Mexico. Pilgrim's Pride and six of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Company's subsidiaries in Mexico and certain subsidiaries in the United States were not included in the filing and operated outside of the Chapter 11 process. Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy counsel. Lazard Freres & Co., LLC, was the Company's investment bankers. Kurtzman Carson Consulting LLC served as claims and notice agent. Kelly Hart and Brown Rudnick represented the official equity committee. Attorneys at Andrews Kurth LLP represented the official committee of unsecured creditors. On December 10, 2009, the Bankruptcy Court confirmed the Joint Plan of Reorganization filed by the Debtors. The Plan was premised on the sale of the business to JBS SA. Under the Plan, creditors are paid in full. Existing owners retained 34% of the equity. The Company emerged from its Chapter 11 bankruptcy proceedings on December 28, 2009. PLAINFIELD APARTMENTS: Court Urges Parties to Reach Agreement ------------------------------------------------------------- Mark Spivey at the Asbury Park Press reports that the presiding judge in the U.S. Bankruptcy Court case of Plainfield Apartments LLC, the company that owns nine city apartment entities managed by Connolly Properties Inc., is urging company officials and the bank that holds the mortgages on the apartments to "give it the old college try" in negotiating an agreement that would satisfy both parties and effectively end the case. According to the report, Plainfield Apartments last month filed a proposed reorganization plan, a commonly used method through which a company seeks to emerge from bankruptcy with restructured debt, allowing it to remain operational. However, Spencer Savings Bank, the North Jersey bank that holds the mortgage on the properties, during recent months has expressed fraying patience with the case -- last month Helen Davis Chaitman, the attorney representing Spencer, asked presiding Judge Morris Stern to order a sale of the apartments and the liquidation of Plainfield Apartments' stake in them. But Judge Stern has refused to immediately issue such an order, postponing a decision on the matter for at least a month, and instead suggested that the two sides head to the negotiating table. "It's not as though the property is going to hell in a handbag. I don't get that impression," the Asbury Park Press quotes Judge Stern as saying, shortly after Davis Chaitman suggested that the bank feels that the apartments' value is deteriorating. "This court is inclined to say let's at least take it to the next step." The Asbury Park Press relates that that step should come Feb. 16, when Judge Stern is expected to rule on Plainfield Apartments' proposed reorganization plan -- which can be approved if creditors holding claims on at least two-thirds of the total debt amount owed by the company vote to approve it, provided that more than 50 percent of the total number of voting creditors choose to approve it. But if an agreement between Plainfield Apartments and Spencer also is not reached by that date, Stern indicated that he plans to rule on the bank's request to order a sale of the properties. Despite claiming that Plainfield Apartments' financial situation constitutes a "case that cannot reorganize," Mr. Chaitman said the bank would be willing to negotiate a deal that has the potential to allow Plainfield Apartments to retain the properties and allow Connolly Properties to continue managing them. The Asbury Park Press says whether such an agreement can be reached remains unclear. A key sticking point in negotiations could be the proposed reorganization plan's payment schedule, which features one year of monthly payments of interest only, then nine years of monthly payments of principal and interest, both to be paid on 4 percent interest rates. A balloon payment of all remaining debt would be paid at the end of the 10-year term, according to the plan. Mr. Chaitman insisted that the company "doesn't have the cash flow to pay it," but attorney Richard Trenk, representing Plainfield Apartments, insisted that "the numbers will play out." Pending Sales According to the Asbury Park Press, in other developments discussed in court, Trenk announced on behalf of Connolly Properties officials that plans are proceeding to sell four company-managed buildings in East Orange and a fifth, Carteret Arms, in Trenton. The two companies that own the five buildings both filed for Chapter 11 bankruptcy protection last year. According to Trenk, a "firm offer" was received for the East Orange buildings, which total about 270 units. Six bids for the properties were received, Trenk said, and the highest, which he said came in at about $12 million to $12.5 million, is being targeted for acceptance. Mark Slama, the attorney representing the Federal National Mortgage Association, which holds the mortgage on the buildings, said his client believes the offer "merits consideration." Trenk also said, according to the report, that a $125,000 marketing deal has been reached to advertise the sale of Carteret Arms, the 270-unit, 14-story building that sits blocks away from the State House near the banks of the Delaware River. The national real-estate marketing firm Sheldon Good will receive a 5 percent commission on a sale after it launches an advertising campaign expected to last 60-75 days that will include advertisements being placed in the Wall Street Journal, the Philadelphia Inquirer and other regional media outlets. Trenk also said that bankruptcy filings are expected to be made later this month on Grand Court Villas, Livingston Apartments and Julian Court, three companies that own individual apartment entities managed by Connolly Properties. But Connolly Properties spokesman Ron Simoncini said that despite appearances, the company is not looking to reduce its portfolio to city apartments alone. "It would be difficult for us to seem enthusiastic about giving up any of our properties -- we believe in all of them," the report quotes Mr. Simoncini as saying. "But the reality is ... the intelligent strategy is for us to have some assets. Which those are will be based on economic opportunities, and not necessarily regional preference." About Plainfield Apartments Plainfield Apartments, LLC, is a real estate company based in Plainfield, New Jersey. It filed for Chapter 11 on August 7 (Bankr. D. N.J. Case No. 09-30679). Richard D. Trenk, Esq., at Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the Company in its restructuring efforts. The Company disclosed $14,181,853 in assets and $17,587,846 in debts. An affiliate, Fulton-Harrison LLC, filed for protection in the same court on July 29 (Case No. 09-29666). According to the Troubled Company Reporter on April 28, 2010, a federal judge converted the Chapter 11 bankruptcy case of Plainfield Apartments LLC to Chapter 7 liquidation proceeding, paving for Savings Bank to proceed with a foreclosure action. PRECISION OPTICS: Incurs 330,950 Net Loss in Dec. 31 Qtr. --------------------------------------------------------- Precision Optics Corporation, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q for the quarter ended Dec. 31, 2010. The Company reported a net loss of $330,950 on $435,770 of revenue for the three months ended Dec. 31, 2010, compared with a net loss of $304,098 on $686,036 of revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2010 showed $1.33 million in total assets, $1.98 million in total current liabilities and a $646,334 stockholders' deficit. A full-text copy of the Quarterly Report is available for free at: http://ResearchArchives.com/t/s?73a1 About Precision Optics Gardner, Mass.-based Precision Optics Corporation, Inc. (OTC BB: PEYE) -- http://www.poci.com/-- designs, develops, manufactures and sells specialized optical systems and components and optical thin-film coatings. The Company conducts business in one industry segment only and its customers are primarily domestic. The Company's products and services fall into two principal areas: (i) medical products for use by hospitals and physicians; and (ii) advanced optical system design and development services and products used by industrial customers. Going Concern Doubt Stowe & Degon LLC, in Westborough, Mass., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring net losses and negative cash flows from operations. The Company has sustained recurring net losses for several years. As of June 30, 2010, the Company has an accumulated deficit of $38.4 million. As of June 30, 2010, cash and cash equivalents were $416,040, accounts receivable were $505,200, and current liabilities were $2.1 million. The Company anticipates that deferred officers' salaries and director consulting expenses accrued at June 30, 2010, will be settled by issuing restricted common stock rather than by cash payments. These deferred amounts included in current liabilities at June 30, 2010, total roughly $574,000. QUEPASA CORP: Amends Form S-1 Registration; Announces Pricing ------------------------------------------------------------- Quepasa Corporation filed a post-effective amendment to its registration statement on Form S-1 regarding its offer to sell up to 1,083,483 shares of the Company's common stock and 150,000 shares of common stock issuable upon exercise of warrants at $4.50 per share which may be offered by the selling shareholders identified in this prospectus. The Company will not receive any proceeds from the sales of shares of its common stock by the selling shareholders. The Company will, however, receive proceeds in connection with the exercise of the warrants. The Company's common stock trades on the NYSE Amex under the symbol "QPSA". As of February 7, 2011, the closing price of its common stock was $13.65 per share. No underwriter or other person has been engaged to facilitate the sale of shares of our common stock in this offering. The selling shareholders may be deemed underwriters of the shares of our common stock that they are offering within the meaning of the Securities Act of 1933. The Company will bear all costs, expenses and fees in connection with the registration of these shares. The selling shareholders are offering these shares of common stock. The selling shareholders may sell all or a portion of these shares from time to time in market transactions through any market on which the Company's common stock is then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. The selling shareholders will receive all proceeds from the sale of the common stock. About Quepasa Corporation West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA) through its Web site -- http://www.Quepasa.com/-- operates as an online social community for young Hispanics. The Company's balance sheet at Dec. 31, 2010 showed $16.45 million in total assets, $7.26 million in total liabilities and $9.19 million in total stockholders' equity. As reported in the Troubled Company Reporter on March 9, 2010, Salberg & Company, P.A. expressed substantial doubt about the Company's ability to continue as a going concern following the 2009 results. The independent auditors noted of the Company's net loss and net cash used in operating activities in 2009 of $10.58 million and $3.88 million, respectively, and a stockholders' deficit and an accumulated deficit of $3.90 million and $159.33 million, respectively, at Dec. 31, 2009. QUEPASA CORP: F. Levin, et al., Hold 7.9% Equity Stake ------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Fredric W. Levin, et. al, disclosed that they beneficially own 1,208,693 shares of common stock of Quepasa Corporation representing 7.9% of the shares outstanding. As of Feb. 2, 2011, there were 15,351,280 shares of common stock of the Company outstanding. About Quepasa Corporation West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA) through its Web site -- http://www.Quepasa.com/-- operates as an online social community for young Hispanics. The Company's balance sheet at Dec. 31, 2010 showed $16.45 million in total assets, $7.26 million in total liabilities and $9.19 million in total stockholders' equity. As reported in the Troubled Company Reporter on March 9, 2010, Salberg & Company, P.A. expressed substantial doubt about the Company's ability to continue as a going concern following the 2009 results. The independent auditors noted of the Company's net loss and net cash used in operating activities in 2009 of $10.58 million and $3.88 million, respectively, and a stockholders' deficit and an accumulated deficit of $3.90 million and $159.33 million, respectively, at Dec. 31, 2009. QWEST COMMUNICATIONS: State Street Discloses 6.0% Equity Stake -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, State Street Corporation disclosed that it beneficially owns 105,091,878 shares of common stock of Qwest Communications International Inc. representing 6.0% of the shares outstanding. On Feb. 8, 2011, 1,765,304,139 shares of common stock were outstanding. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95% of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. Qwest carries a 'Ba1' corporate family and probability of default ratings from Moody's and has 'BB' issuer credit ratings from Standard & Poor's. "Our high debt levels pose risks to our viability and may make us more vulnerable to adverse economic and competitive conditions, as well as other adverse developments," the Company said in its Form 10-K for the year ended Dec. 31, 2009. At Dec. 31, the Company's consolidated debt was approximately $14.2 billion. Approximately $5.8 billion of its debt obligations come due over the next three years. This amount includes $1.265 billion of our 3.50% Convertible Senior Notes due 2025, which it may elect to redeem at any time on or after November 20, 2010 and holders may require the Company to repurchase for cash on November 15, 2010. The Company's balance sheet at June 30, 2010, showed $18.95 billion in total assets, $20.20 billion in total liabilities, and a stockholders' deficit of $1.24 billion. Fitch Ratings is maintaining the Rating Watch Positive on the 'BB' Issuer Default Rating assigned to Qwest Communications International, Inc. and its subsidiaries. Concurrently, Fitch has affirmed the 'BBB-' issue rating assigned to Qwest's $1.035 billion senior secured credit facility and the senior unsecured debt issued by Qwest Corporation. Approximately $13.1 billion of debt outstanding as of June 30, 2010, including $7.9 billion of debt outstanding at QC, is affected by Fitch's action. RANCHER ENERGY: Posts $1.4 Million Net Loss in Dec. 31 Quarter -------------------------------------------------------------- Rancher Energy Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $1.4 million on $1.2 million of oil & gas sales for the three months ended Dec. 31, 2010, compared with a net loss of $14.9 million on $963,693 of oil & gas sales for the same period of the prior fiscal year. The Company's balance sheet at Dec. 31, 2010, showed $17.7 million in total assets, $17.9 million in total liabilities, and a stockholders' deficit of $228,272. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?739b About Rancher Energy Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ) -- http://www.rancherenergy.com/-- is an independent energy company that explores for and develops produces, and markets oil and gas in North America. The Company operates four fields in the Powder River Basin, Wyoming, which is located in the Rocky Mountain region of the United States. The Company was formerly known as Metalex Resources, Inc. and changed its name to Rancher Energy Corp. in 2006. Rancher Energy Corp. was incorporated in the State of Nevada on February 4, 2004. Rancher Energy filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring effort. In its petition, the Company estimated assets and debts of between $10 million and $50 million each. As reported in the Troubled Company Reporter on December 21, 2010, the Debtor filed on Dec. 13, 2010, its First Amended Proposed Plan of Reorganization and Disclosure Statement with the Bankruptcy Court. On Feb. 16, 2011, the Bankruptcy Court approved the sale of substantially all of the Company's assets to DIP Lender Linc Energy Petroleum, Inc., for the price of approximately $20 million. The closing and settlement dates for the sale are yet to be determined. REOSTAR ENERGY: Incurs $989,200 Net Loss in Dec. 31 Quarter ----------------------------------------------------------- ReoStar Energy Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $989,169 on $855,193 of revenues for the three months ended Dec. 31, 2010, compared with a net loss of $436,784 on $1.23 million of revenues for the same period of the previous fiscal year. The Company's balance sheet at Dec. 31, 2010, showed $19.48 million in total assets, $15.94 million in total liabilities, and stockholders' equity of $3.54 million. On Nov. 1, 2010, the Company filed for bankruptcy protection under Chapter 11. The Company also filed separate voluntary petitions for its operating subsidiaries ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar Operating, Inc. A reorganization plan has not yet been filed. The Company filed these petitions to prevent foreclosure on substantially all of the assets of the Company by BT&MK Energy and Commodities LLC, who had acquired the Company's senior credit facility. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?739e About ReoStar Energy Fort Worth, Texas-based ReoStar Energy Corporation is engaged in the exploration, development and acquisition of oil and gas properties, primarily located in the state of Texas. The Company owns roughly 9,000 acres of leasehold, which include 5,000 acres of exploratory and developmental prospects as well as 4,000 acres of enhanced oil recovery prospects. The Company filed for Chapter 11 bankruptcy protection on November 1, 2010 (Bankr. N.D. Tex. Case No. 10-47176). Bruce W. Akerly, Esq., at Cantey Hanger LLP, represents the Debtors in their restructuring efforts. Greenberg Taurig, LLP, serves as special corporate/securities counsel. Reostar Energy disclosed $15,335,337 in assets and $16,391,412 in liabilities. ReoStar Energy's bankruptcy case is jointly administered with ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar Operating, Inc. ReoStar Energy is the lead case. RITE AID: Moody's Assigns 'B3' Rating to $343 Mil. Senior Loan -------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Rite Aid Corporation proposed $343 million Tranche 5 senior secured first lien term loan due 2018. All other ratings including its Caa2 Corporate Family Rating, Caa2 Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating were affirmed. The rating outlook is stable. The proceeds of the proposed $343 million Tranche 5 term loan will be used to repay the $343 million (including $21.2 original issue discount) Tranche 3 term loan due 2014. Following the repayment, the Tranche 3 term loan will be retired and its B3 rating withdrawn. This rating is assigned * $343 million senior secured Tranche 5 first lien term loan at B3 (LGD 2, 25%) These ratings are affirmed and LGD point estimates changed * Corporate Family Rating at Caa2 * Probability of Default Rating at Caa2 * First-lien bank credit facilities at B3 (LGD 2, to 25% from 26%) * First-lien senior secured notes at B3 (LGD 2, to 25% from 26%) * Second-lien secured notes at Caa2 (LGD 4, to 55% from 57%) * Guaranteed senior notes at Caa3 (LGD 5, 80%) * Senior notes and debentures at Ca (LGD 6, 95%) * Speculative Grade Liquidity rating at SGL-3 Ratings Rationale Rite Aid's Caa2 Corporate Family Rating reflects its highly leveraged capital structure and heavy interest burden. Rite Aid's very heavy interest burden limits its ability to invest in capital expenditures and working capital to the same extent as its competitors which Moody's thinks places it at a competitive disadvantage. Thus, Moody's believes it will be challenging for Rite Aid to meaningfully improve its current level of earnings. This will likely limit Rite Aid's ability to meaningfully deleverage resulting in a heightened probability that it will need to restructure over the medium term. For the twelve months ended November 27, 2010 debt to EBITDA was 9.0 times and EBITA to interest expense was 0.7 times. Positive ratings consideration is given to Rite Aid's adequate liquidity, large revenue base, and the solid fundamentals of the prescription drug industry. The stable outlook reflects Rite Aid's lack of near dated debt maturities. Rite Aid's next significant debt maturity is in 2014 when the remaining $1 billion of term loans is due. In addition, the stable outlook reflects Moody's expectation that Rite Aid should maintain an adequate liquidity profile throughout the near term. A higher rating would require that Rite Aid to demonstrate that it can maintain EBITDA less capital expenditures to interest expense of at least 1.0 time while reducing absolute debt to levels that create a capital structure that is more sustainable over the longer term. In addition, a higher rating would require Rite Aid to continue to maintain adequate liquidity. Rite Aid's ratings could be lowered if the company experiences a decline in earnings or liquidity, should free cash flow become persistently negative, or should the probability of default increase. The last rating action for Rite Aid was on August 9, 2010 when its $650 million senior secured notes were assigned a B3 rating. Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, operates about 4,800 drug stores in 31 states and the District of Columbia. Revenues are about $25 billion. ROUND TABLE: Asks for OK to Assume Beverage Distributor Contracts ----------------------------------------------------------------- Round Table Pizza, Inc., et al., ask for authorization from the U.S. Bankruptcy Court for the Northern District of California to assume their food distribution contract with Saladino's, Inc., and the beverage distributor contracts with the 70 beverage distributors. Round Table receives substantially all of its food supplies from a single distributor, Saladino's, pursuant to the terms of a long- term distributorship agreement. Round Table believes that the pricing under the Saladino's agreement is favorable. In addition, Round Table receives a discount in return for paying Saladino's charges between 14 and 21 days after delivery. Round Table has historically taken advantage of those payment terms, and as a consequence enjoys savings hundreds of thousands of dollars per year due to that discount. On average, Round Table pays $450,000 to $500,000 per week on the Saladino's contract. Because Round Table pays within its credit terms on the Saladino's contract, substantially all of its outstanding obligations to Saladino's relate to deliveries of goods received within 20 days of the Petition Date. Round Table receives its beer, wine and other beverage from approximately 70 Beverage Distributors. On average, Round Table pays Beverage Distributors approximately $95,000 per month in the aggregate. In most cases, Round Table receives goods from the Beverage Distributor on an open account, rather than pursuant to a written contract. Apparently as a result of regulations governing alcoholic beverages, none of the Beverage Distributors offer payment terms and all of them require payment promptly upon receipt of invoices. To comply with these requirements, it is Round Table's consistent practice to pay each distributor's invoice in the same week the invoice is received. Because the Beverage Distributors are unwilling to provide credit terms, the vast majority of Round Table's outstanding obligations to the Beverage Distributors relates to goods delivered within the preceding 20 days. Round Table does not maintain records specifically tracking such deliveries. Since the payment to each distributor was almost invariably made in the week the distributor's invoice was received, and since the distributors ordinarily include in their invoices the most recent deliveries they can track, the payment date information provides an approximation of the date on which the oldest unpaid pre-petition deliveries were received. About Round Table Pizza Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection on Feb. 9, 2011 (Bankr. N.D. Calif. Case No. 11-41431). Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. ROUND TABLE: Asks Court to Okay Lease Rejection Procedures ---------------------------------------------------------- Round Table Pizza Inc., et al., ask the U.S. Bankruptcy Court for the Northern District of California to approve lease rejection procedures, extend the time for assumption or rejection of leases, and approve their policies respecting stub rent. Stub Rent refers to the rent that accrues in the partial first month of a bankruptcy case. Round Table is a party to 128 leases of company-owned stores and a lease of its corporate headquarters. In the aggregate, rent under the Leases accrued at the rate of approximately $1 million per month pre-petition. Until February 2011, all of the Leases were current. Round Table failed to pay February rent, but intends to resume timely paying rent commencing in March, except with respect to closed stores. Round Table says that approximately 30 stores are clearly unprofitable and cannot plausibly be restructured so as to become profitable. Round Table plans to close these stores within the next several weeks. Finally, there are a number of stores that are "on the bubble" between being retained and being closed. Whether the Bubble Stores are retained or closed will be determined in the first four to six months of this reorganization, principally based on whether the underlying lease can be restructured. Round Table is willing to accept the view more favorable to the Landlords and agree that the portion of the rent which accrued post-bankruptcy should be treated as a post-bankruptcy claim and afforded "administrative rent" status. Round Table is willing to adopt pro-ration, however, only if post- bankruptcy rent is also pro-rated up to the date the lease rejection occurs. Round Table seeks a determination that pro-ration will be applied to the Stub Rent and rent due in the month the lease is rejected. Although Round Table agrees that Stub Rent should be treated as an administrative claim and hence must ultimately be paid in full, there is no set time for the payment of administrative claims in a Chapter 11 case, other than upon confirmation of a Plan of Reorganization or, in the case of stub rent, upon assumption of the applicable lease. Unless the Court orders otherwise, Round Table believes that the timing of the payment of administrative claims generally and of Stub Rent in specific is a matter confided to its business judgment. In general, Round Table believes that creditors and its estate are better served by conserving cash in the early days of its reorganization and thus by deferring the payment of Stub Rent. Round Table contemplates engaging in negotiations with its Landlords, and believes that the ability to offer to accelerate the payment of Stub Rent could be used in those negotiations for the benefit of the estate. Round Table contemplates engaging in negotiations with its Landlords, and believes that the ability to offer to accelerate the payment of Stub Rent could be used in those negotiations for the benefit of the estate. Ultimately, Round Table must assume or reject every lease. Round Table says that it must cure all defaults, consisting primarily or exclusively of the payment of February 8, 2011 rent, and must comply with the lease going forward, if a lease is assumed. Assumption essentially assures the Landlord that the lease is unaffected by the bankruptcy case. Round Table says that if it rejects the lease, it must surrender possession of the premises and the Landlord may file a claim for damages, which will ultimately be paid at the same time and to the same extent as all general unsecured pre-bankruptcy creditors. Unless and until a lease is rejected, Round Table requests that the Landlord's rights be preserved without the need to file a Proof of Claim or any other action. Round Table believes that its creditors and its estates would be best served by deferring assumption of leases until the conclusion of its reorganization, which Round Table anticipates will occur in calendar year 2011. The Bankruptcy Code sets arbitrary deadlines for the assumption or rejection of all leases. The initial deadline is 120 days after the bankruptcy case is filed, but that deadline may be extended for 90 days by the Court, and through this Landlords Motion, Round Table seeks that extension. Unless Landlords agree to the contrary, the extended deadline of 210 days after the filing of the bankruptcy case represents an absolute deadline, and all leases must be assumed or rejected by that date, which Round Table computes to be September 7, 2010. About Round Table Pizza Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection on Feb. 9, 2011 (Bankr. N.D. Calif. Case No. 11-41431). Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. SAKS INC: S&P Raises Corporate Credit Rating to 'BB-' ----------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on New York City-based Saks Inc. to 'BB-' from 'B+' and removed the ratings from CreditWatch, where they were placed with positive implications on Dec. 2, 2010. The outlook is positive. At the same time, S&P raised the issue-level rating on the company's unsecured debt to 'BB-' from 'B+' and maintained S&P's '4' recovery rating, indicating its expectation of average (30%- 50%) recovery in the event of a payment default. "The upgrade reflects the company's good performance during the seasonally important fourth quarter and significant improvement in credit protection metrics over the past year," said Standard & Poor's credit analyst David Kuntz, "as well as S&P's view that the company is likely to demonstrate operational gains over the near term, which should benefit its credit measures." "The ratings on luxury retailer Saks reflect substantial performance gains over the past year as well as S&P's expectations for further growth over the near term," continued Mr. Kuntz. The company has demonstrated significant improvements to its credit protection metrics, and is likely to benefit from further strengthening of operations in the next 12 months. SANSWIRE CORP: J. Sawyers Has Option to Buy 1.5MM Common Shares --------------------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Jeffrey Sawyers, chief financial officer at Sanswire Corp., disclosed that he has option to buy 1.5 million shares of common stock of the Company. The Employee Stock Option will expire on Feb. 8, 2014. About Sanswire Corp. Aventura, Fla.-based Sanswire Corp. develops, markets and sells autonomous, lighter-than-air unmanned aerial vehicles capable of carrying payloads that provide persistent security solutions at low, mid and high altitudes. The Company's airships are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance support for military, homeland defense, border and maritime missions. The Company's balance sheet as of Sept. 30, 2010, showed $1.6 million in total assets, $20.4 million in total liabilities, and a stockholders' deficit of $18.8 million. The Company had a working capital deficit of $20.2 million and an accumulated deficit of $142.4 million at Sept. 30, 2010. As reported in the Troubled Company Reporter on April 14, 2010, Rosen Seymour Shapss Martin & Company LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. SERENA SOFTWARE: S&P Assigns 'B+' Rating to Extended Loan --------------------------------------------------------- Standard & Poor's Rating Services said that it assigned a 'B+' issue rating to Redwood City, Calif.-based Serena Software Inc.'s extended revolving credit loan maturing March 10, 2015, and extended term loan maturing March 10, 2016. S&P also assigned a recovery rating of '2' to this debt, indicating its expectation for substantial (70%-90%) recovery in the event of a payment default. In addition, S&P affirmed its 'B' 'corporate credit rating on the company. The outlook is stable. "The ratings on Serena reflect its narrow business profile, a highly competitive environment with significantly larger competitors, and a highly leveraged financial profile," said Standard & Poor's credit analyst Alfred Bonfantini. Serena has a solid No. 2 position in the software configuration management market, but this is a limited-and highly competitive-market. The company's large maintenance revenue base, which provides a measure of revenue visibility, and adequate liquidity provide support for the rating. Debt outstanding at Jan. 31, 2011, totaled approximately $485.3 million. Serena provides integrated software and related services that help companies' IT departments manage the custom software application development cycle and associated business processes across both their mainframe and distributed systems. The company targets large, Fortune 100 global firms in North America and Europe. Many of its customers are in the financial or health care fields and subject to substantial mandatory auditing requirements, providing demand for the type of services that Serena offers. Still, the competitive environment is intense and includes major rivals Rational Software, Computer Associates, and Compuware, as well as the potential for customers to handle "change management" tasks internally. SHAMROCK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Shamrock Holdings Inc. 432 Patina Circle Nashville, TN 37209 Bankruptcy Case No.: 11-01601 Chapter 11 Petition Date: February 18, 2011 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Debtor's Counsel: David Foster Cannon, Esq. LAW OFFICE OF DAVID F CANNON 346 21st Avenue North Nashville, TN 37203-1848 Tel: (615) 321-8787 Fax: (615) 620-7340 E-mail: bkcourt@davidcannon.net Scheduled Assets: $2,331,100 Scheduled Debts: $1,691,608 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnmb11-01601.pdf The petition was signed by Bruce Alan Hardin, president. SHREE AMBA: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Shree Amba, LLC 1125 Greenland Drive Statesville, NC 28677 Bankruptcy Case No.: 11-50193 Chapter 11 Petition Date: February 18, 2011 Court: United States Bankruptcy Court Western District of North Carolina (Wilkesboro) Judge: J. Craig Whitley Debtor's Counsel: John Wesley Moore, Esq. LAW OFFICES OF J. WESLEY MOORE 1100 Metropolitan Avenue, Suite 206 Charlotte, NC 28204 Tel: (704) 898-4938 Fax: (704) 973-9698 E-mail: wes.moore@jwesleymoorelaw.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 two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb11-50193.pdf The petition was signed by R.K. Patel, member. SMART AND FINAL: Sprouts Farmers Deal Won't Affect Moody's Ratings ------------------------------------------------------------------ Moody's Investors Service stated that Smart and Final Holdings Corporation's announcement that it has entered into a definitive agreement to sell its 43 Henry's Farmers Markets stores to privately held Sprouts Farmers Markets will have no impact on the company's credit ratings or stable outlook at this time. The company has a B3 Corporate Family Rating, a B3 rating on the first lien term loan, and a Caa2 rating on the second lien term loan. "The sale and the use of proceeds will require approval from the majority lenders, and the use of proceeds is unknown at this time" stated Moody's Senior Analyst Mickey Chadha. "Moody's will evaluate the impact upon Smart and Final's ratings when the terms of any bank amendment and the use of proceeds becomes known", Chadha further stated. Smart and Final's ratings reflect the company's weak credit metrics and high funded debt levels, geographic concentration, and that its geographic and demographic markets will remain challenged in the near future. The ratings also recognize the financial flexibility provided by its debt structure and the opportunity in directing services to a potentially underserved market niche. The last rating action on Smart and Final was on January 19, 2011, when Moody's assigned a B3 rating to its $278 million Tranche B 2 First Lien Term Loan and kept all other ratings unchanged. Smart & Final Holdings Corp, headquartered in Commerce, California, operates 293 stores serving retail and commercial customers in multiple formats. These include 252 non-membership warehouse stores and value supermarkets for retail and wholesale customers operating primarily in California, Nevada, Colorado and Mexico. Under the "Henry's Farmers Markets" and "Sun Harvest Markets" banners the company operates 43 farmers market-style stores emphasizing natural and organic products in Southern California and Texas. Smart & Final is privately held by an affiliate of Apollo Management. SOUTHERN STATES: S&P Affirms 'B+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its ratings on Richmond, Va.-based Southern States Cooperative Inc., including S&P's 'B+' corporate credit rating, and revised the outlook to stable from negative. Southern States had reported debt outstanding of about $177 million as of Dec. 31, 2010. "The outlook revision to stable from negative reflects S&P's opinion that higher farmer fertilizer application rates, a favorable fertilizer sales mix, and increased petroleum sales should result in continued improved operating performance," said Standard & Poor's credit analyst Christopher Johnson. Assuming an adequate spring planting season, reflecting increased farmer fertilizer demand and more planting acreage in response to higher agricultural commodity prices, S&P believes EBITDA may grow by more than 50% year over year. Assuming current market and weather conditions remain favorable, S&P estimates the improvement in EBITDA would result in debt to EBITDA declining to below 3.5x by fiscal year-end 2011 (ending June 30, 2011). SPANISH POINT: Unsecured Creditors to be Paid Over 3-Year Period ---------------------------------------------------------------- Spanish Point, L.P., has filed a proposed Plan of Reorganization and a disclosure statement in support of its Plan with U.S. Bankruptcy Court for the Northern District of Texas. According to the Disclosure Statement, after the Effective Date, Protea Real Estate will continue to manage Spanish Point under the terms of the Management Contract. The prepetition General Partner, TRA SP GenPar, will be replaced with a new General Partner, a single purpose entity to be owned and operated by Godfrey R. Traub, a principal of Protea. Mr. Traub will serve as the representative of the new General Partner. Pursuant to the Plan terms, creditors holding Allowed General Unsecured Claims will be paid out of Net Cash Flow, with payments being made on a quarterly basis on October 1, January 1, April 1 and July 1 of each year for a period of three years following the Effective Date. Payments will be distributed on a Pro Rata basis from Net Cash Flow. The Debtor believes there are no Allowed Tax Priority Claims. Equity Interest Holders, limited partner interests, will retain their interests in the Debtor. The existing loan documents between the Debtor and Lender U.S. Bank National Association will be assumed fully by the Reorganized Debtor and Lender with certain modifications. Any pre-petition unpaid payments and any post-petition unpaid payment will be rolled to the end of the loan and paid in a lump sum on the maturity date. Amounts paid by Debtor to Lender after the Petition Date through the Effective Date will first be applied to interest. The Debtor believes U.S. Bank National Association, who acts as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2007-6, Commercial Pass-Through Certificates, Series 2007-6, is owed approximately $11,000,000.00, as of the Petition Date. Pursuant to the Loan Agreement, the original principal amount under the Note and all interest accrued was to be paid in full by the maturity date of Feb. 8, 2017. The Bankruptcy Court has not yet approved the Disclosure Statement. A copy of the Disclosure Statement, dated Jan. 28, 2011, is available for free at: http://bankrupt.com/misc/SpanishPoint.DS.pdf About Spanish Point Dallas, Texas-based Spanish Point, LP, consists of TRA SP GenPar, Inc., its General Partner, and CDB Spanish Point LP, its Limited Partner. The Debtor is the owner of a 300 unit apartment community located at 4121 Harvest Hill Road, in Dallas, Texas, commonly referred to as Spanish Point Apartments. Spanish Point consists of approximately sixty (60) separate buildings with one to three bedroom apartments ranging from approximately 600 to 1,500 square feet. Spanish Point was approximately 94% leased as of the Petition Date. Spanish Point filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37791) on Nov. 1, 2010. Vickie L. Driver, Esq., at Coffin & Driver, PLLC, assists the Debtor in its restructuring effort. The Debtor disclosed $11,185,623 in assets and $11,109,385 in liabilities as of the Chapter 11 filing STARPOINTE ADERRA: Unsecureds to Obtain Pro Rata Share of $600,000 ------------------------------------------------------------------ Starpointe Aderra Condominiums has filed with the U.S. Bankruptcy Court for the District of Arizona a liquidating Chapter 11 Plan, dated Feb. 7, 2011, and an amended disclosure statement. Although Starpointe Aderra initially intended to retain its assets and reorganize its debts, it realized that without the support of its senior secured lender CCS of Arizona II, LLC, it would be difficult if not impossible to succeed in confirming a plan of reorganization. Thus, in January 2011 Starpointe Aderra and CCS negotiated a settlement whereby Starpointe Aderra agreed to stay relief to allow CCS to foreclose on its collateral, and CCS agreed to waive its unsecured claims against Starpointe Aderra and to allow Starpointe Aderra to retain $600,000 to fund a distribution to its remaining creditors through a plan of liquidation. A motion to approve the CCS Settlement was filed with the Bankruptcy Court on Feb. 1, 2011. The Liquidating Plan is premised on the Court's approval of the CCS Settlement. Under the Plan, the Debtor intends to distribute to its creditors the $600,000 in proceeds that it will receive upon approval of the CCS Settlement. The funds will be used to pay down the Allowed Claims of Estate creditors in accordance with the priority scheme set forth in the Bankruptcy Code. Unsecured creditors are impaired under the Plan. Administrative Claims and expenses arising during Chapter 11 proceedings, and any Allowed Priority Claims will be paid in full on the Effective Date of the Plan. Holders of allowed unsecured claims will be paid their pro rata share of the $600,000 settlement fund after payment of Administrative and Priority Claimants. Existing equity interests will be canceled. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/StarpointeAderra.AmendedDS.pdf About Starpointe Aderra Condominiums Scottsdale, Arizona-based Starpointe Aderra Condominiums, L.P., is an upscale community of 312 condominium units located in thirteen three-story buildings in North Central Phoenix. Starpointe Aderra is one of several loccl 'Starpointe' real estate projects developed by Starpointe Communities. The principals of Starpointe Communities are Robert A. Lyles and Patricia A. Watts. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 09-33625) on Dec. 29, 2009. Warren J. Stapleton, Esq., and Brenda K. Martin, Esq., at Osborn Maledon P.A., in Phoenix, Ariz., represent the Debtor. An official committee of unsecured creditors has not been formed in the Debtor's case. In its schedules, the Debtor disclosed $$26,545,819 in assets and $30,581,468 in liabilities as of the petition date. SUMMIT BUSINESS: Files Plan; Unsecureds to Share in $100,000 ------------------------------------------------------------ Summit Business Media Holding Company, et al., filed on Feb. 1, 2011, their Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court for the District of Delaware. The Court has directed the Debtor to file a disclosure statement no later than Feb. 22, 2011. On or as soon as practicable after the Effective Date, the Reorganized Debtors will issue new equity interests pursuant to Section 4.8 of the Plan. From and after the Effective Date, each of the Reorganized Debtors will be deemed a separate and distinct entity, properly capitalized, vested with all of the assets of such debtor as they existed prior to the Effective Date and having the liabilities and obligations provided for under the Plan. Pursuant to the Plan terms, Allowed Priority Tax Claims, which are unimpaired and unclassified under the Plan, will be paid over a period not later than 5 years after the Petition Date. Holders of Pre-Petition First Lien Secured Claims will receive a Pro Rata Share of participation in a $110 million first-priority first-lien term loan, and (b) a Pro Rata Share of 94.7% of the Class A/B/C Units (with each holder (or designated affiliate) being entitled to choose Class A Units, Class B Units or Class C Units). The Class A/B/C Units will be entitled to a total of 94.44% of the distributions made with respect to NewCo LLC Equity. Pre-Petition Second Lien Claims will receive, (a) a Pro Rata Share of $1 million by wire transfer of immediately available funds and (b) a Pro Rata Share of the Class E Units. The Class E Units will be entitled to a total of 5.56% of the distributions made with respect to NewCo LLC Equity. Holders of Allowed General Unsecured Claims will receive a Pro Rata Share of $100,000. Equity Interests in Summit will be canceled and be of no further force and effect. Holders are not entitled to receive or retain any property or distribution under the Plan. Equity Interests in All Debtors Other Than Summit will be reinstated. A copy of the Chapter 11 Plan is available for free at: http://bankrupt.com/misc/SummitBusiness.PLan.pdf About Summit Business Media 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. 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. SUNSET VILLAGE: Plan Proposes to Pay Unsecureds Over Time --------------------------------------------------------- Sunset Village Limited Partnership has filed with the U.S. Bankruptcy Court for the Northern District of Illinois a disclosure statement to accompany its Plan of Reorganization. The Plan provides for distributions to the holders of Allowed Claims from funds realized from the continued operation of the Debtor's business as well as from existing cash deposits and cash resources of the Debtor. To the extent necessary, the payment to Lender Jefferson-Pilot Investments, Inc., as required by the Plan, may be paid from the proceeds of the refinancing of the underlying mortgage indebtedness due to Lender or from the sale of the Property. Priority Tax Claims will be paid in full, in cash inclusive of interest at the applicable statutory interest rate on the Effective Date. Jefferson-Pilot will receive interest only payments for years 1 through 3 at the non-default blended contract rate of 7.37% p.a. Lender will receive principal and interest payments based on a 35 year amortization schedule in year 4, a 30 year amortization schedule in year 5, and based on a 20 year amortization schedule in year 6 through the remainder of the loan term. All payments will be payable on the 15th day of each month following the Effective Date. Unsecured Creditors, in the estimated amount of $311,059.33, will be paid over a period of 10 years. Interest only payments will be made in years 1 and 2. The Debtor's general partner, Sunset Village Corporation, holding a one percent (1%) Interest and the Debtor's limited partner, the Klarchek Family Trust, holding a ninety-nine percent (99%) Interest, will will retain their equity interests in the Debtor after Confirmation of the Plan. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/SunsetVillage.DS.pdf About Sunset Village Chicago, Illinois-based Sunset Village Limited Partnership is a limited partnership that owns a manufactured home community, consisting of approximately 404 sites, situated on approximately 30.0 acres located at 2450 Waukegan Road, Glenview, Illinois. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-45772) on Oct. 13, 2010. Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists Sunset Village in its restructuring effort. Sunset Village estimated its assets and debts at $10 million to $50 million. SUNSET VILLAGE: Has Interim Use of Cash Collateral Until March 1 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has granted Sunset Village Limited Partnership permission to continue using cash collateral of Jefferson-Pilot Investments, Inc., on an interim basis for the period Feb. 1, 2011, through March 1, 2011, to pay ordinary and necessary expenses for the operation of its Property pursuant to a budget. The Court has scheduled a hearing for Feb. 28, 2011, at 10:00 a.m. to consider the Debtor's continued use of cash collateral. Any objections to the continued use of cash collateral must be in writing and filed with the Court prior to the continued hearing. Jefferson-Pilot Investments, Inc., as successor and assignee of The Lincoln National Insurance Company, asserts a secured claim in excess of $27 million, plus accrued and accruing interest, costs and expenses, including attorneys' fees. Jefferson-Pilot says its claim is secured by first priority mortgage lien on the Debtor's Glenview, Illinois Property, and a first priority lien on the rents and other proceeds generated from the Property, consisting cash collateral. As adequate protection, Jefferson-Pilot is granted (i) to the extent not heretofore granted, a lien against all presently owned and hereafter acquired property, assets, and rights, of the Debtor respecting the Property, and (ii) and a superpriority administrative expense claim. As further adequate protection, Jefferson-Pilot is granted replacement liens in the Debtor's post-petition assets, including the proceeds, products, rents and profits, and all property and assets of the Debtor respecting the Property. As additional protection for Jefferson-Pilot's interests, the Debtor will maintain insurance naming Jefferson-Pilot as mortgagee and loss-payee for any any and all insurance issued in connection with the Property or the Debtor's operations. A copy of the interim cash collateral order is available for free at http://bankrupt.com/misc/SunsetVillage.cashcollateralorder.pdf About Sunset Village Chicago, Illinois-based Sunset Village Limited Partnership is a limited partnership that owns a manufactured home community, consisting of approximately 404 sites, situated on approximately 30.0 acres located at 2450 Waukegan Road, Glenview, Illinois. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-45772) on Oct. 13, 2010. Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists Sunset Village in its restructuring effort. Sunset Village estimated its assets and debts at $10 million to $50 million. TERRESTAR CORP: Proposes $13 Million of DIP Financing ----------------------------------------------------- TerreStar Corporation, TerreStar Holdings Inc., and Motient Ventures Holding Inc., jointly ask Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York to allow them to secure a $13,368,421 postpetition financing from Solus Alternative Management LP. TSC had cash on hand of less than $100,000 as of Feb. 16, 2011, according to Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. Absent access to the proposed DIP Financing, TSC and TerreStar Holdings will not be able to safeguard their assets for more than a brief period during their Chapter 11 cases and will be forced to liquidate assets to the detriment of all parties-in-interest, he elaborates. Approval of the DIP Financing will allow TSC and TerreStar Holdings to, among other things, preserve their assets and complete a successful reorganization, Mr. Dizengoff points out. Accordingly, TSC and TerreStar Holdings as borrowers; Motient as guarantor; Solus as DIP Lender; and NexBank, SSB, as DIP Agent, agreed on the terms of a DIP & Confirmation Financing Commitment. The DIP Financing Commitment provides for multiple-term draw terms loan in an aggregate amount of $13,368,421, plus fees and other amounts. The other salient terms of the DIP Commitment are: Use of DIP Loan Proceeds: To be used solely to: (i) pay fees and expenses associated with the DIP Financing, (ii) make one or more intercompany loans to certain subsidiaries of TSC in an aggregate amount not to exceed $100,000 or such higher amount with the consent of the Requisite Lenders, (iii) provide for TSC's ongoing working capital requirements, and (iv) make payments and settlements of prepetition claims, subject to the reasonable consent of the Requisite Lenders. Notwithstanding the foregoing, in the absence of a continuing event of default, the proceeds of the DIP Financing may be used to pay all professional fees incurred by TSC and TerreStar Holdings and by any statutory Committee; and after the occurrence and during the continuance of an event of default, the proceeds of the DIP Financing may be used to pay the unpaid professional fees that have been incurred prior to the occurrence of such event of default and approved by the Bankruptcy Court plus $800,000 in the aggregate for any professional fees incurred after the occurrence of any such event of default and approved by the Bankruptcy Court. Collateral: All obligations of the Debtors under the DIP Facility will be: (i) entitled to superpriority administrative expense claims status pursuant to Section 364(c)(1) in the Chapter 11 cases, and (ii) secured by a first priority security interest in and lien on all assets and property of the estates of the Debtor Borrowers, including proceeds of all avoidance actions and all membership units of TerreStar 1.4., subject to the Carve-Out. Carve-Out: Applies to (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee under Section 1930(a) of title 28 of the United States Code; (ii) allowed professional fees and expenses incurred by TSC and TerreStar Holdings or a statutory committee, subject to entry of a customary order of the Court, and (iii) after the occurrence and during the continuance of an Event of Default under the DIP Documents, the payment of allowed professional fees and expenses incurred by TSC and TerreStar Holdings or a statutory committee after the occurrence of the Event of Default in an aggregate amount not in excess of $800,000. Interest Rate: 12.5% per annum payable in cash and monthly in arrears. Maturity: Use of the DIP Loan will terminate on the earliest to occur of: (i) 12 months from the DIP Facility Closing Date; (ii) the closing of a sale of all or substantially all of the assets of TSC and TerreStar Holdings and TerreStar 1.4 Holdings LLC; (iii) the conversion of TSC and TerreStar Holdings' Chapter 11 cases into a liquidation proceeding pursuant to Chapter 7 of the Bankruptcy Code; (iv) the acceleration of all obligations under DIP Financing after the occurrence of an event of default; or (v) the effective date of TSC and TerreStar Holdings' plan of reorganization. Default Interest Rate: The rate that would otherwise be applicable plus 2% per annum. Commitment Fee: TSC and TerreStar Holdings will pay a commitment fee in an amount equal to 4% of the principal amount of the DIP Financing, which fee will be earned in full and payable in kind upon the initial funding of the DIP Financing. Administrative Agency Fee: TSC and TerreStar Holdings will pay an administrative agency fee equal to $15,000, non-refundable and fully earned on the DIP Facility Closing Date, which date will not be later than March 15, 2011. Milestone Requirements: TSC and TerreStar Holdings will meet these deadlines for the plan confirmation process: - On or prior to Nov. 30, 2011, entry of a Court order confirming a plan of reorganization of the Debtors containing treatment of claims and release provisions that are reasonably acceptable to the Requisite Lenders and providing that the Debtors will work in good faith and consult with the DIP Lender regarding the remaining terms of that plan. Events of Default: The DIP Agreement contain the usual and customary events of default, including non- payment, cross-default, violation of covenants, breach of representations or warranties, and bankruptcy or insolvency with respect to TerreStar 1.4. A full-text copy of the Solus Commitment Letter is available for free at http://bankrupt.com/misc/TSN_Commitment_02022011.pdf Steve Zelin of the Debtors' advisors, Blackstone Advisory Partners L.P., stated in a declaration filed with the Court that the DIP Facility is the culmination of an arm's-length process to negotiate the best financing options for TSC and TerreStar Holdings. He believes that entering into the DIP Facility is a sound exercise of the Debtors' business judgment. About TerreStar Corp. and TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which were filed on Oct. 19, 2010 . The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC is currently seeking to have its case deemed jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11- 10612 (SHL). The seven Debtor entities who seek joint administration with TSC are: * TerreStar New York Inc., * Motient Communications Inc. * Motient Holdings Inc., * Motient License Inc., * Motient Services Inc., * Motient Ventures Holdings Inc., and * MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks Inc. or TSN, the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100,000,001 to $500,000,000 in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR CORP: Seeks Access to Lenders' Cash Collateral -------------------------------------------------------- TerreStar Corporation and TerreStar Holdings Inc. seek authority from the Bankruptcy Court to gain access to the Cash Collateral of their Prepetition Lenders. TSC tells the Court that it only has less than $100,000 as of Feb. 16, 2011. TSC asserts that it needs immediate access to the Cash Collateral to maintain its business and make the necessary operating expenditures. According to Steve Zelin of advisory firm Blackstone Advisory Partners L.P., TSC and TerreStar Holdings, with the assistance of his firm, have agreed on an initial budget upon which the Cash Collateral Use will be based on. A copy of the Budget has not been made available in court filings as of press time. The Cash Collateral refers to cash owned by TSC and TerreStar Holdings that secure their pre-bankruptcy debt obligations. The instruments evidencing TSC's and TerreStar Holdings' significant secured prepetition indebtedness are: Amount Outstanding Name of Facility/ Date as of Loan Parties Issued Petition Date ---------------- -------- ------------- Term Loan Credit Agreement 11/19/10 $4,308,262 or the "Bridge Loan" Borrowers: TSC, TerreStar Holdings Agent: NexBank SSB Lenders: Preferred Shareholders Promissory Note Obligor: TSC, TerreStar Holdings Lender: Colbeck Capital Mgmt. LLC 01/28/11 $125,000 Promissory Note Obligor: TSC, TerreStar Holdings Lender: Colbeck Capital Mgmt. LLC 02/02/11 $750,000 Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, tells the Court that the Colbeck Collateral does not include any Cash Collateral and the Bridge Loan Lenders have consented to the use of Cash Collateral. Also, TSC and TerreStar Holdings do not believe any Prior Liens are in existence as of Feb. 16, 2011. Moreover, Mr. Dizengoff points out, the Bridge Loan Lenders and Colbeck are adequately protected as the value of TSC's and TerreStar Holdings' assets greatly exceeds the amount of secured debt encumbering those assets. Nevertheless, as further adequate protection and to compensate the Bridge Loan Lenders for any diminution in value of their prepetition collateral, TSC and TerreStar Holdings propose to provide the Bridge Loan Lenders with these protections: (a) Adequate Protection Lien. As security for the payment of the Adequate Protection Obligations with respect to the Bridge Loan, the Bridge Loan Lenders are granted a valid, perfected replacement security interest in and lien on the DIP Collateral, subject and subordinate only to the Prior Liens, the DIP Liens and the Carve-Out. (b) Interest. TSC and TerreStar Holdings will, on the last day of each calendar month commencing after the closing of the DIP Financing, pay to the Bridge Loan Agent for prompt distribution to the Bridge Loan Lenders the interest accruing at the default rate under the Bridge Loan Agreement. (c) Section 507(b) Claims. The Adequate Protection Obligations will constitute superpriority claims as provided in Section 507(b) of the Bankruptcy Code, with priority in payment over any and all administrative expenses, subject only to the Carve-Out, and the Superpriority Claims granted with respect to the Debtors' DIP Obligations. (d) Fees and Expenses. The agent under the Bridge Loan and each Bridge Loan Lender will receive from the TSC Debtors reimbursement of all reasonable, actual and documented fees and expenses incurred or accrued by the parties under and pursuant to the Bridge Loan. (e) Right to Credit Bid. The Bridge Loan Agent and the DIP Agent will have the right to "credit bid" the allowed amount of the obligations under the Bridge Loan and the DIP Financing, as applicable, during any sale or any of the TSC Debtors' assets pledged as Bridge Loan Collateral or DIP Collateral, as applicable. (f) Information. TSC and TerreStar Holdings will promptly provide to the Bridge Loan Agent any written notices, financial information or periodic report, including any budgets and variance reports, that is provided to, or required to be provided to, the DIP Agent or the DIP Lender. TSC and TerreStar Holdings will also give the Bridge Loan Agent reasonable access during normal business hours to the TSC Debtors' books and records, and the TSC Debtors will respond to reasonable inquiries from the Bridge Loan Agent related to the TSC Debtors' books and records and operations. About TerreStar Corp. and TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which were filed on Oct. 19, 2010 . The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC is currently seeking to have its case deemed jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11- 10612 (SHL). The seven Debtor entities who seek joint administration with TSC are: * TerreStar New York Inc., * Motient Communications Inc. * Motient Holdings Inc., * Motient License Inc., * Motient Services Inc., * Motient Ventures Holdings Inc., and * MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks Inc. or TSN, the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100,000,001 to $500,000,000 in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Withdraws Echostar-Backed Plan -------------------------------------------------- TerreStar Networks Inc. notified parties-in-interest that it has withdrawn its proposed Chapter 11 Plan of Reorganization on Feb. 16, 2011. The Plan was a joint plan for TSN, TerreStar Networks Inc., TerreStar National Services, Inc., 0887729 B.C. Ltd., TerreStar License Inc., TerreStar Networks Holdings (Canada) Inc. and TerreStar Networks (Canada) Inc., originally filed in November 2010. The Plan underwent four amended versions. TSN got Court approval of the disclosure statement explaining the Plan on Dec. 22, 2010. Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized TSN to solicit votes for the Plan late last year, however with the Plan being withdrawn at the present time, the scheduled confirmation hearing for March 4, 2011 is cancelled. The Plan contemplates a conversion of TSN's secured debt into equity, and the conduct of a rights offering to fund the Company's exit from bankruptcy. About 97% of new equity would be distributed to secured debt holders and the rest would go to unsecured creditors. EchoStar Corporation owns a majority of TSN's $1.25 billion secured debt and thus, is anticipated to get a major stake in the reorganized company. EchoStar also agreed to backstop the rights offering contemplated under the Plan. TSN further related that its backstop commitment agreement with EchoStar has been terminated effective as of Feb. 15, 2011, upon mutual written consent of the parties. The contemplated Rights Offering under the Plan has also been terminated. EchoStar made the same disclosure about the termination of debt- for-equity restructuring deal with TSN in a U.S. Securities and Exchange Commission regulatory filing, according to Reuters. TSN assured parties-in-interest that Epiq Bankruptcy Solutions LLC, its subscription agent, will work with any parties who submitted joinders or exercised their right to participate in the Rights Offering to return any funds provided to the subscription agent. Dow Jones Newswires quoted TSN's counsel, Arik Preis, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as saying that TSN has not been able to come up with a compromise between EchoStar and a group of noteholders, who are opposed to an EchoStar takeover. Mr. Preis told Dow Jones Newswires that TSN will continue to seek a sale of the company and also pursue an altered EchoStar deal that satisfied creditors' concerns. EchoStar is the lender party that provided TSN a lifeline in the form of a $75 million financing facility when TSN filed for bankruptcy. According to Dow Jones Newswires, Mr. Preis said the EchoStar financing remains in place despite the termination of the EchoStar-backed Plan. TSN, however, won't be able to meet certain milestones laid out in the financing agreement, the report noted. In line with this, TSN and EchoStar inked a fifth amendment to their credit agreement to address the deletion of the certain milestones. "I'll be interested to see where the case heads from here," Judge Lane said at a Feb. 16, 2011 hearing, Dow Jones Newswires reported. About TerreStar Corp. and TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which were filed on Oct. 19, 2010 . The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC is currently seeking to have its case deemed jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11- 10612 (SHL). The seven Debtor entities who seek joint administration with TSC are: * TerreStar New York Inc., * Motient Communications Inc. * Motient Holdings Inc., * Motient License Inc., * Motient Services Inc., * Motient Ventures Holdings Inc., and * MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks Inc. or TSN, the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100,000,001 to $500,000,000 in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan --------------------------------------------------------------- Moody's Investors Service has amended the list of its assigned ratings on TransUnion Corp. with additional action. The revised release is: Moody's 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 $200 million 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%) * Senior Secured Revolving Credit Facility due 2016 -- Ba3 (LGD-3, 30%) These ratings were affirmed /assessments revised: * Corporate Family Rating -- B1 * Probability of Default Rating -- B1 * 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. TRICO MARINE: Court Okays Settlement Relating to Claims and Equity ------------------------------------------------------------------ Hearings on several contested matters were scheduled to take place in the pending bankruptcy cases of Trico Marine Services, Inc., and certain of its affiliates on Feb. 10, 2011: (A) the Motion for Order (i) Directing Debtor to Place Subsidiaries in Chapter 11 Cases or, Alternatively, (ii) Appointing a Chapter 11 Trustee Pursuant to 11 U.S.C. Sections 1104(a)(1) and (a)(2) filed on Oct. 26, 2010, by Arrowgrass Master Fund Ltd. and Arrowgrass Distressed Opportunities Fund Limited, each a holder of Trico's $150 million of 3% senior convertible debentures due 2027; (B) the Motion For Entry of an Order Granting Leave, Standing and Authority to Prosecute Causes of Action on Behalf of the Debtors' Estates (the "Standing Motion") filed by the Official Committee of Unsecured Creditors on Nov. 24, 2010; (C) the Debtors' Motion Pursuant to Bankruptcy Code Sections 105 and 363 and Bankruptcy Rule 9019 for an Order Authorizing the Debtors to Compromise Certain Intercompany Claims and Equity Interests (the "Settlement Motion") filed on Dec. 6, 2010; and (D) the Debtors' Motion For Approval of Executive Compensation And Employee Incentive Plan For Non-Debtor Opco Subsidiaries (the "Incentive Plan Motion") filed on Jan. 24, 2011 (collectively, the "Contested Matters") with the U.S. Bankruptcy Court for the District of Delaware. The movants reached a settlement and compromise prior to the hearing on the Contested Matters, as described below, and the Bankruptcy Court approved the compromise of the Contested Matters on Feb. 10, 2011. In a regulatory filing Wednesday, Trico discloses that the Bankruptcy Court approved the Settlement Motion, which incorporated that certain amended term sheet entered into by and among Trico, its subsidiaries Trico Supply AS and Trico Shipping AS ("Trico Shipping" and, together with Trico Supply and each of their respective subsidiaries, the "Company"), certain other Trico affiliates, the Committee, and a steering committee of noteholders (the "Supporting Noteholders") who together hold approximately 83% of the aggregate principal amount of Trico Shipping's outstanding 11?% senior secured notes due 2014. Pursuant to the Term Sheet and the restructuring support agreement incorporating the Term Sheet (the "RSA"), all of the outstanding, funded secured debt of the Company (including the principal amounts outstanding under the Notes), would be converted into 95% of new common stock of a reorganized and de-levered Trico Supply (the "Reorganized Trico Supply"). The new common stock to be issued in exchange for the secured debt will be issued pursuant to an out-of-court exchange (the "Exchange Offer") or, if the requisite levels of consents to the out-of-court exchange are not achieved, pursuant to a prepackaged Chapter 11 plan filed in the Bankruptcy Court by the Company in subsequently-filed bankruptcy cases, provided the requisite acceptances for the Prepackaged Plan are obtained prior to filing (as described more fully in the Term Sheet and the RSA, the "Settlement"). The Settlement also provides for the compromise and settlement of (i) all claims and causes of action on account of the intercompany indebtedness (the "Intercompany Notes") among the Company and certain of the Debtors, (ii) fraudulent conveyance claims and claims and causes of action on account of the Intercompany Notes and any and all related claims and causes of action (the "Intercompany Claims"), including those set forth in the Standing Motion, (iii) all claims and causes of action based on transition and corporate services rendered by the Debtors to the Company or any other accounts payable owed by the Company to any of the Debtors (the "Transition Services Claims") and (iv) the Debtors' existing equity interests in the Company. The above-listed claims and causes of action and the Existing Equity will be released, waived, and canceled in exchange for 5% of the common equity of the Reorganized Trico Supply and five-year warrants to purchase 10% of the common equity of the Reorganized Trico Supply. Furthermore, effective Feb. 15, 2011, the Company will pay all salaries, fees, expenses, and any and all costs associated with, all of the Debtors' directors and Houston-based management and all other of the Debtors' Houston-based overhead expenses other than those directly related to the property and assets of the Debtors. Finally, the Bankruptcy Court's approval of the Settlement Motion will provide for the entry into the Transition Services Agreement by and between the Debtors and the Company to govern corporate and management transition services to be provided by the Debtors to the Company in exchange for reimbursement of related costs incurred. Pursuant to the approved settlement, Trico's guarantee of the Notes and Trico Shipping's priority credit facility of the Company will be released. In exchange for support of an administrative claim for fees and costs pursuant to the Settlement, Arrowgrass agreed to withdraw the Trustee Motion. As a party to the Settlement described in the Term Sheet and the RSA, the Committee agreed to withdraw the Standing Motion. In the Incentive Plan Motion, the Debtors sought Bankruptcy Court approval of the Trico Supply AS Executive Compensation and Employee Incentive Plan (the "Plan"), as contemplated in the Term Sheet and the RSA. The Plan provides for incentive awards to be paid by the Company to employees of both the Debtors and the Company based on the attainment of certain milestones in the Company's above-described restructuring. Because the Bankruptcy Court determined that approval of the Plan was unnecessary, the Debtors agreed to withdraw the Incentive Plan Motion and allow the Company to perform under the Plan without the need for Bankruptcy Court approval. Cash Collateral Hearing Reference is made to that certain Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement dated as of Aug. 24, 2010, as amended by Amendment No. 1 thereto dated as of Sept. 21, 2010, and Amendment No. 2 thereto dated as of Oct. 1, 2010, among Trico, the Guarantors party thereto from time to time (collectively with Trico, the "DIP Debtors"), the Lenders party thereto from time to time, and Obsidian Agency Services, Inc. as agent. Reference is also made to that certain agreement (the "Cash Collateral Agreement") among the DIP Debtors and Tennenbaum DIP Opportunity Fund, LLC, the Lender under the DIP Credit Agreement, dated Nov. 29, 2010, regarding the DIP Debtors' use of Cash Collateral under the DIP Credit Agreement. Pursuant to the Cash Collateral Agreement, the DIP Debtors agreed to (i) comply with the budget filed with the Bankruptcy Court on Nov. 29, 2010, and (ii) use a portion of proceeds from the sale of certain vessels, as disclosed in the budget and along with proceeds from other asset sales, to reduce their obligations to Tennenbaum. Tennenbaum, in return, agreed to consent to the DIP Debtors' use of Cash Collateral. The Bankruptcy Court approved the Cash Collateral Agreement at a hearing on Nov. 29, 2010, and provided that, should the DIP Debtors fail to comply with the budget, the Bankruptcy Court would hold further hearings on continued use of Cash Collateral. On Jan. 27, 2011, the Lenders filed an emergency motion to, among other things, terminate the Debtors' use of Cash Collateral and schedule a global auction for the DIP Debtors' remaining unsold assets, alleging, among other things, that the DIP Debtors failed to comply with the Nov. 29, 2010 Cash Collateral Agreement by reducing their obligations to Tennenbaum to the agreed-upon level. The DIP Debtors filed a response to the Motion to Terminate Use of Cash Collateral on Feb. 3, 2011. The Bankruptcy Court scheduled a hearing on the Motion to Terminate Use of Cash Collateral and the DIP Debtors' response for Feb. 10, 2011. However, prior to the scheduled hearing, the DIP Debtors and Tennenbaum resolved the contested issues and consented to the entry of an agreed order reflecting the parties' agreement regarding consensual use of cash collateral. The agreed order provides, among other things, that the DIP Debtors may use Cash Collateral of Tennenbaum in accordance with an agreed upon budget through May 17, 2011, and that they will immediately pay down the entirety of Tennenbaum's prepetition secured loan (except $100,000) using the proceeds of certain vessel sales and other cash on hand. The order sets forth a specific waterfall for distribution of the proceeds of sales of the DIP Debtors' vessels and certain other assets that occur from the date of the order through April 30, 2011. In addition, the order provides that all parties waive their rights to object to any of Tennenbaum's pre and postpetition claims, including for attorneys' fees through the date of the order. In the event that all of Tennenbaum's claims are not indefeasibly paid in full by April 30, 2011, the DIP Debtors agree to schedule and hold a global auction for all of the DIP Debtors' remaining assets on or prior to May 16, 2011, at which auction Tennenbaum is permitted broad authority to credit bid without restriction. In the event that all of Tennenbaum's claims are not indefeasibly paid in full by May 17, 2011, the DIP Debtors' Cases are converted to cases under Chapter 7 or a Chapter 11 trustee is appointed, and Tennenbaum is granted automatic relief from the automatic stay with respect to all of the DIP Debtors' assets and any existing injunctions preventing Tennenbaum from exercising remedies against its collateral are immediately lifted. The order also granted Tennenbaum first priority senior security interests for its outstanding DIP claims against all of the assets of the DIP Debtors, including the proceeds of the Settlement described above. Finally, it provides for the implementation of global mutual releases for the DIP Debtors and Tennenbaum upon the satisfaction of certain conditions, including the indefeasible payment in full of all of Tennenbaum's pre and postpetition claims. Relationships Tennenbaum is a lender under the Company's Second Amended and Restated Credit Agreement dated as of June 11, 2010, as amended, the DIP Credit Agreement, Trico Shipping's Credit Agreement dated as of Oct. 30, 2009, as amended, and Trico Shipping's priority credit facility dated as of Sept. 21, 2010, as amended. Obsidian serves as administrative and collateral agent under the Prepetition First Lien Loan Agreement. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. TRICO MARINE: H Partners Ceases to Own Shares of Common Stock ------------------------------------------------------------- H Partners Management, LLC, and Rehan Jaffer disclose that as of Dec. 31, 2010, they have ceased to own any shares of Common Stock, par value $0.01 per share, of Trico Marine Services, Inc. A full-text copy of the SC 13G/A is available for free at: http://researcharchives.com/t/s?7398 About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. TRICO MARINE: Goldman Sachs Asset Owns 6.4% of Common Stock ----------------------------------------------------------- Goldman Sachs Asset Management, L.P., and GS Investment Strategies, LLC, disclose that as of Dec. 31, 2010, they may be deemed to own 1,330,715 shares representing 6.4% of the Common Stock, $0.01 par value per share, of Trico Marine Services, Inc. A full-text copy of the SC 13G is available for free at: http://researcharchives.com/t/s?739a About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. TRICO MARINE: Goldman Sachs Group Owns 8.5% of Common Stock ----------------------------------------------------------- The Goldman Sachs Group, Inc., and Goldman, Sachs & Co., disclose that as of Dec. 31, 2010, they may be deemed to own 1,802,236 shares representing 8.5% of the Common Stock, $0.01 par value per share, of Trico Marine Services, Inc. A full-text copy of the SC 13G is available for free at: http://researcharchives.com/t/s?7399 About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. TRONOX INC: Loeb Arbitrage Owns 0.33% of Class A Common Stock ------------------------------------------------------------- Loeb Arbitrage Management LP, et al., disclose that as of Dec. 31, 2010, they may be deemed to beneficially own shares of Class A Common Stock, par value $0.01 per share, of Tronox Incorporated: Shares Reporting Beneficially Person Owned Percentage --------- ------------ ---------- Loeb Arbitrage Management LP 61,503 0.33% Loeb Arbitrage Fund 500,360 2.70% Loeb Arbitrage Offshore Partners, Ltd. 195,467 1.05% Loeb Marathon Fund LP 272,437 1.47% Loeb Marathon Offshore Partners, Ltd. 103,214 0.56% A full-text copy of the SC 13G/A is available for free at: http://researcharchives.com/t/s?7396 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 Sept. 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 Dec. 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 Nov. 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 reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. TRONOX INC: Trafelet Capital Owns 0.4% of Class B Common Stock -------------------------------------------------------------- Trafelet Capital Management, L.P., Trafelet & Company, LLC, and Remy Trafelet disclose that as of Dec. 31, 2010, they may be deemed to beneficially own 91,500 shares representing 0.4% of Class B Common Stock, par value $0.01 per share, of Tronox Inc. A full-text copy of the SC 13G/A is available for free at: http://researcharchives.com/t/s?7395 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 Sept. 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 Dec. 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 Nov. 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 reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. TUP 430: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------- Debtor: TUP 430 Company, LLC 1901 Frederica Street Owensboro, KY 42301 Bankruptcy Case No.: 11-10722 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: D. Andrew Phillips, Esq. MITHCELL, MCNUTT & SAMS P.A. P.O. Box 947 Oxford, MS 38655 Tel: 662-234-4845 E-mail: aphillips@mitchellmcnutt.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/msnb11-10722.pdf The petition was signed by Mark C. Coffin, vice president of TUP 430 Partners, Inc., Debtor's managing member. UNIFI INC: S. Present Appointed to Board of Directors ----------------------------------------------------- Effective Feb. 10, 2011, the Board of Directors of Unifi, Inc., increased the size of the Board of Directors from nine directors to ten directors and appointed Ms. Suzanne M. Present to the Board of Directors of the Company. Ms. Present was appointed to a term expiring at the Company's 2011 Annual Meeting of Shareholders, at which time it is expected that she will be nominated to stand for election by the Shareholders of the Company. Ms. Present was appointed to the Audit Committee of the Board of Directors. There are no transactions to which the Company or any of its subsidiaries is a party and in which Ms. Present or any member of her immediate family had a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. About Unifi Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and http://www.repreve.com/-- is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company's balance sheet at Dec. 26, 2010, showed $514.80 million in total assets, $223.95 million in total liabilities and $290.84 million in stockholders' equity. In December 2010, Standard & Poor's Ratings Services said that it raised its corporate credit and senior secured debt ratings on Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'. The ratings upgrade and stable outlook reflect S&P's belief that Unifi will continue to improve its operating performance and sustain its recently strengthened credit measures as it end-use markets continue to recover. In October 2010, Moody's Investors Service upgraded Unifi Inc.'s Corporate Family Rating and Probability of Default ratings to 'B3' from 'Caa1'. UNIGENE LABORATORIES: Presented at 13th Annual BIO Conference ------------------------------------------------------------- Unigene Laboratories, Inc., made a presentation at the 13th Annual BIO CEO and Investor Conference on Feb. 14, 2011. Full-text copies of the slides are available for free at: http://ResearchArchives.com/t/s?738c 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 Dec. 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of Dec. 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. UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B' ------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed the 'B' corporate credit rating on Univar Inc. The outlook remains positive. S&P assigned a 'B' issue-level rating and '3' recovery rating to the new $1.98 billion senior secured term loan B facility due in June 2017. This indicates S&P's expectation for meaningful (50%- 70%) recovery in the event of a payment default. Univar expects to use proceeds from the new term loan B facility to refinance the company's four outstanding tranches of term loans, as well as roughly $350 million of borrowings on its asset-based revolving credit facility. Following completion of the financing, S&P expects pro forma debt leverage as of Dec. 31, 2010, to remain above 5x and the ratio of funds from operations to total adjusted debt to be about 7%. "Although S&P continue to view the financial profile as highly leveraged, favorable operating trends support a positive outlook," said Standard & Poor's credit analyst Henry Fukuchi. Based on its scenario forecasts, S&P expects leverage to improve toward the 5x area and FFO to total adjusted debt to gradually recover as the company benefits from anticipated synergies from the BCS acquisition, ongoing cost reduction initiatives, and increased demand for chemical distribution services expected in the near to intermediate term. In addition, S&P expects the BCS acquisition will support higher overall margins and profitability, which should add incrementally to Univar's efforts to improve its financial profile. The ratings on Univar reflect its highly leveraged capital structure and aggressive financial policies that more than offset a satisfactory business profile. Univar's business profile is characterized by leading market positions; extensive product, customer, supplier, and geographic diversity; favorable trends for chemical distributors; the flexibility of its cost structure; and relative stability of operating results throughout the business cycle. UNIVAR INC: Moody's Assigns 'B2' Rating to New Term Loan B ---------------------------------------------------------- Moody's Investors Service assigned B2 rating to Univar Inc.'s new Term Loan B. The new term loan proceeds will be used to refinance approximately $1.6 billion of existing term loan debt and repay $350 million of outstanding borrowings under its existing revolving credit facility. The outlook is stable. Univar Inc. Rating assigned: * $1.98 billion sr sec term loan B due 2017 -- B2 (LGD3, 48%) The ratings on the existing term loans will be withdrawn upon repayment of the loans. Ratings Rationale The refinancing transaction will provide Univar with lower cost debt (a 125bps reduction in interest rate is expected), longer debt maturities (one to three years longer than the current term loans A& B), better liquidity and more favorable covenants that afford the company operating and financial flexibility. The improvement in liquidity results from the repayment of $350 million of existing revolver borrowings with proceeds from the new term loan such that unused availability under the asset based revolver increases to $534 million as of Dec. 31, 2010, on a pro forma basis. Moody's expect that the refinancing will not result in higher leverage, other than a small increase in balance sheet net debt to pay for the call premium and fees associated with the refinancing transaction. However, the revolver usage is expected to rise for seasonal working capital purposes during the first half of the calendar year and be repaid in the second half of the year. If leverage were to increase for reasons other than for short-term funding of working capital, Moody's would have to review the appropriateness of the current B2 Corporate Family Rating, since the company currently has high leverage for the rating category. The refinancing transaction does not affect the existing $1 billion of subordinated debt or almost $115 million of other debt. Univar's B2 CFR reflects its elevated leverage (over 6x as of Dec. 31, 2010 after pro forma adjustments for acquisitions and Moody's standard analytical adjustments), modest operating margins (albeit typical for a chemicals distributor) that provide a minimal cushion in its highly leveraged situation and little debt reduction, an underperforming European business with regional concentration, a product mix weighted towards commodity chemicals, its history of inconsistent free cash flow generation as cash flow has been invested in working capital to support sales growth, and working capital seasonality associated with the company's agricultural chemicals distribution business in Canada that requires the company to borrow additional funds on a seasonal basis. The ratings favorably recognize Univar's leading market share in North America and large market share in Europe, economies of scale, long-lived customer and supplier relationships with minimal concentration, favorable industry trends in outsourcing to distributors that has resulted in the distribution business growing faster than overall chemicals sales, the stable nature of the firm's historical EBITDA generation, improvements in operating results over the past three years, historical positive retained cash flow growth and relatively modest maintenance capital expenditure requirements. Univar Inc. is one of the largest distributors of industrial chemicals and providers of related services, operating over 200 distribution centers to service a diverse set of end markets in the US, Canada and Europe. The company was taken private in October 2007, and is currently primarily owned by funds managed by CVC Capital Partners (42.4% stake) and Clayton, Dubilier & Rice, LLC (42.5% stake). The company had revenues of $7.9 billion for the twelve months ended Dec. 31, 2010. USA COMMERCIAL: Deloitte Granted Summary Judgment in Trust Suit --------------------------------------------------------------- District Judge Philip M. Pro granted Deloitte & Touche LLP's Motion for Summary Judgment (Imputation, In Pari Delicto, and Statute of Limitations) in the lawsuit, USACM Liquidating Trust and USA Capital Diversified Trust Deed Fund, LLC, v. Deloitte & Touche, LLP and Victoria Loob, Case No. 08-CV-00461 (D. Nev.). USACM Liquidating Trust is the successor-in-interest to USA Commercial Mortgage Company and USA Capital Diversified Trust Deed Fund, LLC. The Trust sued USACM's former outside auditor, Deloitte & Touche LLP, contending that if Deloitte had not issued unqualified audit opinions for fiscal years 2000 and 2001, USACM insiders could not have engaged in two allegedly fraudulent schemes which ultimately resulted in millions of dollars in losses. The Trust brought the action on April 11, 2008, asserting claims against Deloitte for aiding and abetting a breach of fiduciary duty (count one), professional malpractice (count two), and breach of contract (count three). Deloitte moves for summary judgment, arguing the Court must impute to USACM the actions and knowledge of USACM's agents, Thomas A. Hantges and Joseph D. Milanowski. Deloitte contends that once Messrs. Hantges' and Milanowski's conduct and knowledge is imputed to USACM, Deloitte is entitled to summary judgment under the doctrine of in pari delicto, because USACM cannot sue Deloitte for failing to stop USACM from engaging in its own fraudulent conduct. Deloitte also argues that because Messrs. Hantges' and Milanowski's knowledge must be imputed to USACM, USACM knew of any alleged failures by Deloitte no later than January 2003, when Deloitte completed its last audit and withdrew from representing USACM in the future. Deloitte thus contends the statute of limitations has run on the Trust's claims. Deloitte further contends that even without imputation, the Trust's claims related to the fiscal year 2000 audit are time-barred under the applicable statute of repose. A copy of the District Court's February 16, 2011 order is available at http://is.gd/JsOa23from Leagle.com. About USA Commercial Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba USA Capital -- http://www.usacapitalcorp.com/-- provides more than $1 billion in short-term and permanent financing to homebuilders, commercial developers, apartment owners and institutions nationwide. The Company and its debtor-affiliates filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev. Case Nos. 06-10725 to 06-10729). Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C., represented the Debtors in their restructuring efforts. Thomas J. Allison, a senior managing director at Mesirow Financial Interim Management LLC, served as Chief Restructuring Officer for the Debtors. Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca LLP represented the Official Committee of Unsecured Creditors of USA Commercial Mortgage Company. Edward M. Burr at Sierra Consulting Group, LLC, provided financial advice to the Creditors Committee of USA Mortgage. Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick, Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M. Loraditch, Esq., at Beckley Singleton, Chartered, represented the Official Committee of Equity Security Holders of USA Capital Diversified Trust Deed Fund, LLC. FTI Consulting, Inc., provided financial advice to the Equity Committee of USA Diversified. Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola, Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC, represented the Official Committee of Equity Security Holders of USA Capital First Trust Deed Fund, LLC. Matthew A. Kvarda, at Alvarez & Marsal, LLC, provided financial advise to the Equity Committee of USA First. When the Debtors filed for protection from their creditors, they estimated assets of more than $100 million and debts between $10 million and $50 million. The Debtor's Chapter 11 plan of reorganization was confirmed on Jan. 8, 2007. USACM Liquidating Trust was created pursuant to the Debtors' Third Amended Joint Chapter 11 Plan of Reorganization, which became effective March 12, 2007. Under the Joint Plan, the Trust obtained the right to enforce USACM's causes of action. USG CORP: Brian Kenney Does Not Own Any Securities -------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Brian A. Kenney, a director at USG Corp., disclosed that he does not own any securities of the Company. 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 of Dec. 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. * * * 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 Sept. 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. WASHINGTON MUTUAL: JP Morgan, FDIC Seek to Shake $10-Bil. Lawsuit ----------------------------------------------------------------- JPMorgan Chase & Co. and the Federal Deposit Insurance Corp. are trying to shake a $10 billion lawsuit over some of the toxic loans of Washington Mutual Bank. Dow Jones' DBR Small Cap reports that the suit relates to some of Washington Mutual Bank's toxic mortgages. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. Fred S. Hodera, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York City and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unseucred Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired WaMu's assets prior to the Petition Date. WASHINGTON MUTUAL: FDIC Warns Former Bank Execs of Possible Suit ---------------------------------------------------------------- Dan Fitzpatrick and Jean Eaglesham, writing for The Wall Street Journal, report that a person familiar with the situation said the Federal Deposit Insurance Corp. has sent letters to former executives of the failed Washington Mutual Bank warning of possible legal action. The source told the Journal the FDIC has discussed damages of $1 billion in relation to the potential Washington Mutual lawsuit. The person said a decision against former WaMu executives could be made within the next 30 days. The Journal says it is unclear which former WaMu executives would be charged. The Journal notes those letters, designed in part to encourage executives to reach a settlement under their directors' and officers' liability insurance, can be a precursor to a lawsuit. The Journal relates the executives in charge when WaMu went down, including former Chief Executive Officer Kerry Killinger, defended their actions before a U.S. Senate subcommittee in 2010. About Washington Mutual Inc. 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. WIKILOAN INC: Spider Investments Owns 22.2 Million Common Shares ---------------------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Spider Investments, LLC disclosed that it beneficially owns 22,200,000 shares of common stock of the Company. In a separate filing, Edward C. DeFeudis, director, president and CFO at WikiLoan Inc., disclosed that he beneficially owns an aggregate of 24,737,500 shares of common stock of the Company. The 22.2 million shares are directly owned by Spider Investments and 662,500 shares are directly owned by Lion Equity Holdings, Corp. About WikiLoan Inc. Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/- - is a Web site that provides tools for person-to-person borrowing and lending. People can use the tools on the website to borrow and lend money ($500 to $25,000) among themselves at rates that make sense to all parties. WikiLoan provides management tools that allow Borrowers and Lenders to manage the process by: providing loan documentation, promissory notes, repayment schedules, email reminders, online account access, and online repayment. The Company's balance sheet at Oct. 31, 2010, showed $1.00 million in total assets, $1.93 million in total liabilities, and a stockholders' deficit of $926,455. PS Stephenson & Co., P.C., in Wharton, Tex., expressed substantial doubt about WikiLoan's ability to continue as a going concern following the Company's results for the fiscal year ended January 31, 2010. The independent auditors noted that the Company has no revenue, significant assets or cash flows. WILLBROS UNITED: Moody's Cuts Corporate Family Rating to 'B3' ------------------------------------------------------------- Moody's Investors Service downgraded all ratings of Willbros United States Holdings Inc. by one notch and placed the company's long term ratings under review for further possible downgrade. The affected ratings consist of Willbros' corporate family rating (to B3 from B2), probability of default rating (to B3 from B2), senior secured bank ratings (to B3 from B2) and speculative grade liquidity rating (to SGL-4 from SGL-3). Ratings Rationale The rating action is driven by Willbros' weaker than expected earnings following its levered acquisition of InfrastruX Group, Inc. in mid-2010 as well as its Q4/10 earnings guidance that is substantially lower than Moody's prior expectations. As a result, Moody's now expect adjusted leverage will be closer to 5.5x in 2010 compared to Moody's prior expectation of under 4x (pro-forma the acquisition of InfrastruX). Ongoing weak demand for certain of Willbros' services (such as large-diameter, long-length pipelines and downstream oil & gas capital projects) and the Q3/10 release of a contingent earn-out provision related to InfrastruX raise Moody's concern that earnings may remain weaker than Moody's previously expected through 2011. In turn, Moody's believe Willbros is unlikely to maintain compliance with its financial maintenance covenants, which is the primary driver behind the lowering of the company's liquidity rating (to SGL-4, indicating weak liquidity) as well as the focus of the ratings review. The review will focus on the company's plans to improve its liquidity position. Further downward rating action could occur if the company is unable to obtain sufficient relief to its covenants in the near term. Conversely, should the company restore its liquidity profile to an adequate position, Willbros' long term ratings could be confirmed. Moody's last rating action was on June 22, 2010, when Moody's affirmed the ratings of Willbros Group Inc., and repositioned the ratings to Willbros United States Holding's Inc. Headquartered in Houston, Texas, Willbros United States Holdings, Inc., is a wholly-owned subsidiary of publicly traded Willbros Group, Inc. The companies provide engineering and construction (E&C) services to the oil, gas and power industries, and also provide end-to-end infrastructure construction services, primarily for the electric and natural gas utility end-markets through the July 2010 acquisition of InfrastruX. Pro-forma revenue for 2010 is estimated at about $1.5 billion. WORKFLOW MANAGEMENT: Faces Objection From PBGC & IRS Over Plan -------------------------------------------------------------- United States of America on behalf of its Internal Revenue Service and the Pension Benefit Guaranty Corporation object to confirmation of the Third Amended Joint Chapter 11 Plan of Workflow Management Inc. and its debtor-affiliates. The PBGC, a creditor claiming over $55 million relating to the Relizon Company Retirement Plan, tells the U.S. Bankruptcy Court for the Eastern District of Virginia that the Debtors' Chapter 11 plan cannot be confirmed because it fails to comply with Section 1129 of the Bankruptcy Code by improperly enjoining parties seeking to file suit against non-debtors, effectively releasing non-debtor parties from liability. According to the PBGC, the Debtors' Chapter 11 Plan contravenes section 524(e) of the Code by providing for an injunction of any suit against certain non-debtors on account of or respecting PBGC's claims against Debtors. In addition, the plan attempts to defeat Congress's explicit imposition of joint and several liability for pension plan underfunding upon a pension plan sponsors and its controlled group members under ERISA section 4062. On the other hand, the IRS protested to the Debtors' plan because: a) the IRS has no record that Workflow Management, Inc. filed a Form 940 for 2009; b) improperly requires the IRS to file an administrative request for payment; c) improperly grants the Debtors a discharge; d) improperly imposes release and injunctions in favor of non-debtors; e) improperly expands the Court's jurisdiction and grants the Court exclusive jurisdiction over certain controversies otherwise susceptible of being litigated in another forum, f) improperly forces a "settlement" upon creditors; and g) violates the United States' sovereign immunity. Greg D. Stefan, Esq., assistant United States Attorney, represents the United States, and Israel Goldowitz, Esq., represents PBGC. Other creditors that objected to the amended plan are (i) Shapco Printing Inc.; (ii) Stylecraft Printing Company Inc., Stylerite Label Corp. and Morgan Adhesives Company d/b/a MACtac; (iii) Relizon Holdings LLC, a holding company that is wholly-owned by investments funds sponsored and managed by The Carlyle Group and creditor of WF Holdings Inc. The Chapter 11 Plan The Court approved the adequacy of the Debtors' disclosure statement explaining their third amended Chapter 11 plan on Jan. 21, 2011. A hearing is set for Feb. 24, 2011, at 1:00 p.m., at United States Bankruptcy Court - Judge St. John's Courtroom 600 Granby Street, 4th Floor Norfolk, Virginia. The Plan implements and is built around these key elements: * The sale of essentially all of the Debtors' assets to the Purchaser under the Asset Purchase Agreement; * The distribution of debt instruments issued by the Purchaser to the First Lien Lenders and the Second Lien Lenders, secured by the assets of the Purchaser, on the terms provided in schedules 1 and 2 of the Plan and the Plan Documents. The secured claims of the First Lien Lenders will be paid through the issuance by Purchaser of the Newco First Lien Loan Notes in the full amount of the First Lien Lender Secured Claim. The total amount of the claims of the Second Lien Lenders is approximately $196.5 million, and is bifurcated into a secured claim and an unsecured deficiency claim. The Second Lien Lender Secured Claim is allowed under the Plan in the amount of $170 million, and will be paid through the issuance by Purchaser of the Newco Second Lien Loan Notes and the Newco Preferred Equity Interests in the full amount of the Second Lien Lender Secured Claim. The amount of the Second Lien Lenders Deficiency Claim is approximately $26.5 million, and the Second Lien Lenders Deficiency Claim will receive the treatment specified in Class 5C - Multi-Debtor General Unsecured Claims; * Deleveraging the balance sheets pertaining to the Debtors' business by more than $170 million; * The payment in full from the Plan Funds of Administrative Expense Claims, Priority Non-Tax Claims and Priority Tax Claims, or the assumption and payment in full thereof in each case by the Purchaser; * The assumption and assignment of certain executory contracts and unexpired leases to the Purchaser, and the assumption of the Cure Costs by the Purchaser; * Partial payment in Cash of certain General Unsecured Claims will be provided by the Purchaser; and * The cancellation of all existing Equity Interests. The Plan reflects, in the view of the Debtors, a reasonable and appropriate compromise that permits the value of the Debtors' business to be maximized for the benefit of all parties in interest in these cases. Uunder the plan, holders of general unsecured claims, owing between $25 million and $50 million, are expected to recover between 1.6% and 8.0%; and holders of multi-debtor general unsecured claims, owing $75 million, will get between 0% and 2.7%; Holders of general unsecured claims against the Holdco Debtors, owing approximately $95 million; holders of intercompany claims; and WF equity interest holders will recover nothing. All secured holders of the Debtors will get 100% of their allowed claims. A copy of the disclosure statement to the Third Amended Plan of Reorganization, filed Jan. 21, 2011, is available for free at: http://ResearchArchives.com/t/s?73a2 About Workflow Management Headquartered in Dayton, Ohio Workflow Management, Inc., fka Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers commercial printing services, including print buying and document management capabilities, through three divisions: WorkflowOne, Freedom Graphics Services, and United Envelope. It also distributes office products and promotional items through an online ordering system. Its customers include both small and large companies throughout North America in such sectors as financial services, health care, retail, and government. Workflow Management Inc., and its affiliates, filed for Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead Case No. 10-74617). Cullen A. Drescher, Esq., Daniel F. Blanks, Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP; and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the Debtors in their restructuring effort. Arnold & Porter LLP is the Debtors' special counsel. Kaufman & Canoles, P.C., is the Debtors' corporate counsel. FTI Consulting is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Official Committee of Unsecured Creditors retained Venable LLP as counsel and Protiviti Inc. as financial advisor. Workflow Management estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. WORKFLOW MANAGEMENT: PBGC Will Assume Relizon's Pension Plan ------------------------------------------------------------ Timothy Inklebarger at Pension&Investments reports that the Pension Benefit Guaranty Corp. will assume responsibility for the pension plan of The Relizon Co., a Dayton, Ohio-based producer of marketing materials, confirmed PBGC spokesman Gary Pastorius. Mr. Inklebarger says Relizon and its parent company, Workflow Management Inc., Norfolk, Va., are liquidating in Chapter 11 bankruptcy. According to the report, Relizon's defined benefit pension plan is about 47% funded, with $49 million in assets to cover $104.4 million in liabilities, according to the release. The PBGC expects to assume responsibility for $54.7 million of the $55.4 million shortfall. About Workflow Management Headquartered in Dayton, Ohio Workflow Management, Inc., fka Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers commercial printing services, including print buying and document management capabilities, through three divisions: WorkflowOne, Freedom Graphics Services, and United Envelope. It also distributes office products and promotional items through an online ordering system. Its customers include both small and large companies throughout North America in such sectors as financial services, health care, retail, and government. Workflow Management Inc., and its affiliates, filed for Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead Case No. 10-74617). Cullen A. Drescher, Esq., Daniel F. Blanks, Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP; and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the Debtors in their restructuring effort. Arnold & Porter LLP is the Debtors' special counsel. Kaufman & Canoles, P.C., is the Debtors' corporate counsel. FTI Consulting is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Official Committee of Unsecured Creditors retained Venable LLP as counsel and Protiviti Inc. as financial advisor. Workflow Management estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. WREN ALEXANDER: Court Grants IRS's Tax Lien Over Asset ------------------------------------------------------ Chief Bankruptcy Judge Ronald B. King overruled Wren Alexander Investments, LLC's objection to the proof of claim filed by the Internal Revenue Service. The IRS asserted a claim against a delinquent third party taxpayer and a lien on the Debtor's real estate by virtue of two fraudulent transfers. Judge King held that the Debtor's objection is overruled because the IRS has sustained its burden of proof. Wren Alexander Investments is owned by Wren Alexander, individually, and was formed in January 2007, for the primary purpose of purchasing a ranch in Medina County, Texas. Wren Alexander Investments acquired the property for $2.275 million in 2007. Wren Alexander Investments filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 08-52914) on October 3, 2008. Dean William Greer, Esq. -- dwgreer@sbcglobal.net -- served as the Debtor's counsel. In its petition, the Debtor disclosed total assets of $5,850,447 and total debts of $147,690,000. The ranch was the sole asset in the bankruptcy case and the property against which the IRS asserted its claim. The property was comprised of roughly 551 acres of land and substantial improvements, including a 10,000 square foot custom home, 12,000 square foot horse stable, and 39,000 square foot covered quarter horse arena. With Court approval, the property was sold April 24, 2009, for $5,250,000, with liens attaching to the proceeds of the sale. A copy of Judge King's February 17, 2011 Opinion is available at http://is.gd/kUPYuhfrom Leagle.com. ZALKIN INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Zalkin, Inc. 1101 S. 20th St. Council Bluffs, IA 51501 Bankruptcy Case No.: 11-80351 Chapter 11 Petition Date: February 17, 2011 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: Howard T. Duncan, Esq. DUNCAN LAW OFFICE 6910 Pacific Street, Suite 103 Omaha, NE 68106 Tel: (402) 934-4221 Fax: (402) 391-0088 E-mail: cathy@hduncanlaw.com Estimated Assets: $100,001 to $500,000 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 John P. Houlihan, president. * Judge Issues Report in $24-Bil. Suit Against Credit Suisse ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that property owners at several luxury ski and golf resort communities should be allowed to pursue claims of negligence and conspiracy against Credit Suisse Group and Cushman & Wakefield Inc. for allegedly scheming to load the resorts with debt in a bid to reap hefty fees and later foreclose on the properties, according to a magistrate judge. * Andrews Kurth Names Robin Russell Managing Partner ---------------------------------------------------- Andrews Kurth disclosed that Robin Russell has been appointed Managing Partner of the firm's Houston office. Tom Perich, Ms. Russell's predecessor, has been appointed Chairman of the firm. "I am very grateful to my colleagues and friends for entrusting me with this responsibility," said Ms. Russell. "Andrews Kurth is a great place to work, with an absolutely outstanding and diverse team of lawyers and staff. I look forward to helping maintain the firm's tradition of integrity, impeccable client service and community involvement." Ms. Russell is a member of the firm's Policy Committee, Finance Committee and Women's Initiative Team. She also co-chairs the firm's Bankruptcy and Financial Restructuring section. She received her JD from Baylor University School of Law and her LLM from Boston University School of Law. "Robin has been a mainstay at our firm for many years, making a daily difference not just as a great lawyer, but in her many leadership roles," said Bob Jewell, the firm's Managing Partner. "We arefortunate to have a lawyer of Robin's talents in this important leadership role in our largest office." Mr. Perich will remain on the firm's Policy Committee and Finance Committee. He will represent the firm in a variety of civic and charitable functions and will continue to practice law full-time. About Andrews Kurth LLP For more than a century, Andrews Kurth -- http://andrewskurth.com/ -- has built its practice on the belief that "straight talk is good business." Real answers, clear vision and mutual respect define the firm's relationships with clients, colleagues, communities and employees. With 400 lawyers and offices in Austin, Beijing, Dallas, Houston, London, New York, The Woodlands and Washington, DC, Andrews Kurth represents a wide array of clients in multiple industries. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- --------- ABRAXAS PETRO AXAS US 178.1 (5.2) (1.7) ABSOLUTE SOFTWRE ABT CN 117.9 (12.8) (11.9) ACCO BRANDS CORP ABD US 1,187.7 292.8 (79.8) AEGERION PHARMAC AEGR US 2.9 (29.5) (27.3) ALASKA COMM SYS ALSK US 624.8 2.6 (15.3) AMER AXLE & MFG AXL US 2,114.7 33.0 (468.1) AMERICAN STANDAR ASEN US 0.0 (0.1) (0.1) AMR CORP AMR US 25,088.0 (1,942.0) (3,945.0) ANACOR PHARMACEU ANAC US 20.4 (1.6) (8.2) ARKSON NUTRACEUT AKSN US - (0.0) (0.0) ARQULE INC ARQL US 94.1 45.1 (9.7) ARVINMERITOR INC ARM US 2,814.0 357.0 (990.0) AUTOZONE INC AZO US 5,640.5 (584.3) (817.2) BLUEKNIGHT ENERG BKEP US 296.0 (427.8) (152.8) BOARDWALK REAL E BOWFF US 2,326.8 - (109.0) BOARDWALK REAL E BEI-U CN 2,326.8 - (109.0) BOSTON PIZZA R-U BPF-U CN 112.0 2.0 (115.5) BRAVO BRIO RESTA BBRG US 162.8 (28.9) (61.5) CABLEVISION SY-A CVC US 8,840.7 (522.2) (6,280.7) CABLEVISION SY-A CVY GR 8,840.7 (522.2) (6,280.7) CAMPUS CREST COM CCG US 327.5 - (60.7) CANADIAN SATEL-A XSR CN 188.3 (44.0) (6.1) CC MEDIA-A CCMO US 17,479.9 1,504.6 (7,204.7) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) CENVEO INC CVO US 1,393.6 220.0 (332.5) CHENIERE ENERGY CQP US 1,797.0 30.3 (521.9) CHENIERE ENERGY C64 GR 1,797.0 30.3 (521.9) CHENIERE ENERGY LNG US 2,616.5 (137.1) (431.0) CHOICE HOTELS CHH US 403.3 (11.5) (75.5) CLEVELAND BIOLAB CBLI US 11.9 (9.7) (10.0) COLUMBIA LABORAT CBRX US 28.9 13.3 (12.1) COMMERCIAL VEHIC CVGI US 286.2 116.1 (0.1) CUMULUS MEDIA-A CMLS US 324.1 (2.5) (349.3) CUMULUS MEDIA-A CUIA GR 324.1 (2.5) (349.3) DENNY'S CORP DENN US 311.2 (27.8) (103.7) DISH NETWORK-A DISH US 9,292.9 733.1 (1,416.5) DISH NETWORK-A EOT GR 9,292.9 733.1 (1,416.5) DISH NETWORK-A EOT TH 9,292.9 733.1 (1,416.5) DOMINO'S PIZZA DPZ US 425.7 104.1 (1,241.9) DUN & BRADSTREET DNB US 1,727.3 (612.4) (717.4) EASTMAN KODAK EK US 6,844.0 960.0 (498.0) ENDOCYTE INC ECYT US 11.4 4.7 (2.6) EPICEPT CORP EPCT SS 6.7 (1.1) (14.2) EXELIXIS INC EXEL US 372.9 (11.8) (217.6) FORD MOTOR CO F* MM 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F US 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F SW 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO FMC1 TH 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO FORDP FP 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO FMC1 GR 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F1EUR EU 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F BB 180,330.0 (18,558.0) (1,740.0) FREDDIE MAC FMCC* MM 2,288,730.0 - (58.0) GENCORP INC GY US 991.5 71.4 (195.1) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) GRAHAM PACKAGING GRM US 2,806.8 268.0 (530.7) HICKS ACQUISITIO HKACU US 0.8 (0.8) (0.1) HOVNANIAN ENT-A HOV US 1,817.6 1,101.9 (337.9) HOVNANIAN ENT-A HO3 GR 1,817.6 1,101.9 (337.9) HOVNANIAN ENT-B HOVVB US 1,817.6 1,101.9 (337.9) HUGHES TELEMATIC HUTC US 111.4 1.9 (42.1) IDENIX PHARM IDIX US 63.1 24.0 (21.3) INCYTE CORP INCY US 464.6 305.0 (128.9) IPCS INC IPCS US 559.2 72.1 (33.0) ISTA PHARMACEUTI ISTA US 112.2 8.8 (71.8) JAZZ PHARMACEUTI JAZZ US 108.0 (13.3) (0.8) JUST ENERGY GROU JSTEF US 1,760.9 (339.4) (328.6) JUST ENERGY GROU JE CN 1,760.9 (339.4) (328.6) KNOLOGY INC KNOL US 658.7 53.5 (5.3) KV PHARM-A KV/A US 358.6 (81.1) (139.1) KV PHARM-A KVP GR 358.6 (81.1) (139.1) KV PHARM-B KV/B US 358.6 (81.1) (139.1) LIGHTING SCIENCE LSCG US 60.0 28.3 (122.4) LIN TV CORP-CL A TVL US 782.4 21.2 (146.9) LIN TV CORP-CL A LTVA GR 782.4 21.2 (146.9) LIZ CLAIBORNE LIZ US 1,257.7 39.0 (21.7) LORILLARD INC LO US 3,296.0 1,509.0 (225.0) MAINSTREET EQUIT MEQ CN 448.9 - (9.0) MANNKIND CORP MNKD US 277.3 55.8 (185.5) MEAD JOHNSON MJN US 2,293.1 472.9 (358.3) MOODY'S CORP MCO US 2,540.3 409.2 (309.7) MORGANS HOTEL GR MHGC US 759.1 47.0 (42.1) MPG OFFICE TRUST MPG US 3,267.4 - (897.2) NATIONAL CINEMED NCMI US 836.1 40.5 (340.8) NAVISTAR INTL NAV US 9,730.0 2,246.0 (924.0) NEWCASTLE INVT C NCT US 3,760.1 - (591.2) NEXSTAR BROADC-A NXST US 607.6 31.2 (189.9) NORTH AMERICAN G NMGL US 0.0 (0.1) (0.1) NPS PHARM INC NPSP US 228.9 133.8 (155.3) NYMOX PHARMACEUT NYMX US 0.9 (1.0) (1.8) OTELCO INC-IDS OTT US 322.1 22.0 (5.2) OTELCO INC-IDS OTT-U CN 322.1 22.0 (5.2) OTELCO INC-IDS ODB GR 322.1 22.0 (5.2) PALM INC PALM US 1,007.2 141.7 (6.2) PDL BIOPHARMA IN PDLI US 257.5 26.1 (304.5) PETROALGAE INC PALG US 5.9 (8.2) (51.6) PLAYBOY ENTERP-A PLA/A US 165.8 (16.9) (54.4) PLAYBOY ENTERP-A PLB GR 165.8 (16.9) (54.4) PLAYBOY ENTERP-B PLA US 165.8 (16.9) (54.4) PLAYBOY ENTERP-B PLBB TH 165.8 (16.9) (54.4) PLAYBOY ENTERP-B PLBB GR 165.8 (16.9) (54.4) PRIMEDIA INC PRM US 215.5 (5.8) (97.8) PRIMO WATER CORP PRMW US 29.0 (29.4) (9.6) PROTECTION ONE PONE US 562.9 (7.6) (61.8) QUALITY DISTRIBU QLTY US 284.3 26.9 (132.9) QWEST COMMUNICAT Q US 17,220.0 (1,649.0) (1,655.0) REGAL ENTERTAI-A RGC US 2,670.3 114.1 (267.3) REGAL ENTERTAI-A RETA GR 2,670.3 114.1 (267.3) RENAISSANCE LEA RLRN US 53.8 (38.5) (35.1) REVLON INC-A REV US 1,086.7 157.6 (696.4) REVLON INC-A RVL1 GR 1,086.7 157.6 (696.4) RIGNET INC RNET US 93.2 9.5 (11.6) RSC HOLDINGS INC RRR US 2,718.0 (60.8) (37.3) RURAL/METRO CORP RURL US 285.3 60.1 (98.6) SALLY BEAUTY HOL SBH US 1,670.4 371.1 (406.1) SINCLAIR BROAD-A SBGI US 1,485.9 36.4 (157.1) SINCLAIR BROAD-A SBTA GR 1,485.9 36.4 (157.1) SMART TECHNOL-A SMT US 559.1 201.9 (63.2) SMART TECHNOL-A SMA CN 559.1 201.9 (63.2) SMART TECHNOL-A 2SA GR 559.1 201.9 (63.2) STEREOTAXIS INC STXS US 47.5 (6.2) (5.3) SUN COMMUNITIES SUI US 1,164.1 - (131.0) SWIFT TRANSPORTA SWFT US 2,577.9 237.4 (83.2) SWIFT TRANSPORTA 72W GR 2,577.9 237.4 (83.2) SYNERGY PHARMACE SGYP US 2.7 (2.3) (1.8) TAUBMAN CENTERS TCO US 2,546.9 - (527.9) TEAM HEALTH HOLD TMH US 807.7 17.9 (51.4) THERAVANCE THRX US 212.6 161.1 (141.1) THERAVANCE HVE GR 212.6 161.1 (141.1) UAN CULTURAL & C GHBAU US 1.0 (0.4) (0.2) UNISYS CORP UIS US 3,020.9 538.7 (933.8) UNITED CONTINENT UAL US - (1,186.0) (2,206.0) UNITED RENTALS URI US 3,693.0 156.0 (20.0) VECTOR GROUP LTD VGR US 859.0 245.3 (37.7) VENOCO INC VQ US 766.2 20.4 (94.8) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) VISTEON CORP VC US 5,147.0 1,184.0 (737.0) VONAGE HOLDINGS VG US 260.4 (67.7) (129.6) WARNER MUSIC GRO WMG US 3,604.0 (602.0) (228.0) WEIGHT WATCHERS WTW US 1,092.0 (348.7) (690.8) WESTMORELAND COA WLB US 765.0 (51.3) (133.7) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) WR GRACE & CO GRA US 4,271.7 1,371.3 (68.8) YRC WORLDWIDE IN YRCW US 2,634.7 (250.7) (95.8) ********* 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 ***