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/raid1/www/Hosts/bankrupt/TCR_Public/110223.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 23, 2011, Vol. 15, No. 53 Headlines 20 BAYARD: Plan Hearing Again on March 8 as WFF Dispute Remains ADVANTAGE BLASTING: Hit with Involuntary Ch. 11 Petition ADVANTAGE BLASTING: Involuntary Chapter 11 Case Summary AGD, L.P.: Case Summary & 7 Largest Unsecured Creditors AMERICAN APPAREL: Lion Waives January EBITDA Requirement AMERICAN HOME MORTGAGE: 3rd Cir. Upholds Repo Claims Ruling ANGIOTECH PHARMACEUTICALS: NIH Objects to Chapter 15 Filing APPLESEED'S INTERMEDIATE: Units Settle with Donnelley, Gould AURASOUND INC: Notifies Late Filing of Dec. 31 Form 10-Q BALL FOUR: Plan Outline Hearing Reset to May 13 BALL FOUR: Taps Trout Raley for Colorado Water Augmentation Plan BANKATLANTIC BANCORP: Incurs $145.51 Million Net Loss in 2010 BERNARD L MADOFF: Picard Suit vs. Citi Unsealed BERNARD L MADOFF: Customer Wants Settlement With Levy Set Aside BERRY PLASTICS: Incurs $69 Million Net Loss in Jan. 1 Qtr. BORDERS GROUP: Wins Interim OK for Intercompany Transactions BORDERS GROUP: Wins Interim OK to Pay Employee Obligations BRUGNARA PROPERTIES: Plan Outline Hearing Scheduled for March 2 BRYAN/MOORE DEVELOPMENT: Sells to MDC for $14.6MM; BofA to be Paid CARTER'S GROVE: Section 341(a) Meeting Scheduled for March 22 CATHOLIC CHURCH: Milwaukee Has No Equity Holders, Says Marek CATHOLIC CHURCH: Milwaukee Wins OK for Bear Realty as Broker CATHOLIC CHURCH: Wilm. Removal Period Extended Until April 26 CB HOLDING: Praesidian-Led Auction for 20 Stores on March 31 CENTAUR LLC: Has Until May 23 to Assume or Reject VVD Lease CENTRALIA OUTLETS: Has Access to Cash Collateral Until May 15 CINCINNATI BELL: Incurs $18.60MM Net Loss in 4th Quarter COLLIER LAND: Has Interim OK to Hire Robert O Lampl as Counsel COLLIER LAND: Parkvale Bank Wants Case Converted to Chapter 7 CROWN RANCH: Case Summary & 20 Largest Unsecured Creditors CONEX INTERNATIONAL: Hit with Involuntary Ch. 11 Petition CONEX INTERNATIONAL: Involuntary Chapter 11 Case Summary DENNY'S CORPORATION: Reports $2.73 Million Net Income in Q4 DJSP ENTERPRISES: Subsidiary Reduces Workforce by 90 Employees ECHO TRAILER: RDSD Holdings Lawsuit Blamed for Filing EMIVEST AEROSPACE: Lease Decision Deadline Extended to May 18 ENERGY FUTURE: Reports $2.812 Billion Net Loss in 2010 EPICEPT CORP: Will Host Call on 2010 Results Tomorrow GARDEN OPERATION: H&H Bagels Owner in Chapter 11 GARY PHILLIPS: US Trustee Forms Six-Member Creditors Committee GENERAL GROWTH: New GGP Seeks to Appear in Borders' Bankr. Case GENERAL MOTORS: Allstate Says Plan Not Insurance Neutral GENERAL MOTORS: Centerpoint Wants to Keep Rights Under Lease GENERAL MOTORS: Env. Agencies Say Plan Fails Sec. 1129 Provisions GENERAL MOTORS: Old GM Proposes $420 Mil. Claims Reserve GREAT ATLANTIC & PACIFIC: Hilco to Lead Sale Process for 31 Leases GREAT ATLANTIC & PACIFIC: DBD Cayman Disposed of Shares GREAT ATLANTIC & PACIFIC: Elects Rayburn to Board of Directors GREAT ATLANTIC & PACIFIC: Tengelmannn Has 54.3% Stake GREAT ATLANTIC & PACIFIC: WGL, et al., Appeal From Utility Order GREYSTONE LOGISTICS: Has $2.7MM Deal for Sale, Lease Back of Plant GTS 900: Astani Lets Go of Ownership of $260-Mil. Condo Project HOVNANIAN ENTERPRISES: Completes Shares, Notes Offerings IMPLANT SCIENCES: Incurs $15.52 Million Net Loss in Fiscal 2010 IMPLANT SCIENCES: Notifies Late Filing of Dec. 31 Form 10-Q INNKEEPERS USA: Some Discovery Permitted for March 8 Trial INT'L STORYTELLING: BofA Will Let Go of Claims in NSF Proceeds INT'L STORYTELLING: Files Motion to Scrap NSN Contract ISE CORP: Sells Most Assets for $3.72 Million JAMES HOWARD WINSLOW: Court Denies Substantive Consolidation JAVO BEVERAGE: Court Sets March 24 as Claims Bar Date JAVO BEVERAGE: Taps Allen Matkins as General Bankruptcy Counsel JAVO BEVERAGE: US Trustee Forms 3-Member Creditors' Committee JOSEPH P. HAYES: Surflight Theatre in Chapter 11 KH FUNDING: Files Schedules of Assets And Liabilities KH FUNDING: Taps Kollman & Saucier for Foreclosure LEHR CONSTRUCTION: Files for Chapter 11 in Manhattan LEHR CONSTRUCTION: Case Summary & 45 Largest Unsecured Creditors LIGHTHOUSE BAPTIST: Case Summary & 8 Largest Unsecured Creditors LTAP US: Court Denies Priming DIP Financing From Monarch MAJESTIC STAR: Plan Exclusivity Stretched to March 10 MOUNTAIN CITY: Case Summary & 20 Largest Unsecured Creditors MPF HOLDINGS: Trustee May Appeal Directly to Fifth Circuit NAT'L ENERGY & GAS: Court OKs American Home Assurance Accord NAVISTAR INT'L: Ret. Gen. McChrystal Appointed to Board NEW STREAM: Prepackaged Plan Opposed by Some Investors NORTHGATE PROPERTIES: Files Schedules of Assets & Liabilities NORTHGATE PROPERTIES: Sec. 341(a) Meeting Scheduled for March 14 NOVADEL PHARMA: Announces $1.6 Million Equity Financing NPS PHARMACEUTICALS: Incurs $31.44-Mil. Net Loss in 2010 OTTER TAIL: Wins Nod to Sell to Green Plains PATRICK HACKETT: Court Orders March 12 Auction for Assets QWEST COMMUNICATIONS: Incurs $55 Million Net Loss in 2010 RADLAX GATEWAY: Perkins Coie Allowed $342,025 in Interim Fees REGAL ENTERTAINMENT: Plans to Offer $100 Million of Senior Notes SABRE DEFENCE: Owner Faces Extradition for Trafficking Charges SEAHAWK DRILLING: Court Sets March 15 Hearing for Sale to Hercules SEAHAWK DRILLING: To Have Official Shareholders' Committee SHAMROCK HOLDINGS: Brookside Community Owner in Chapter 11 SIGNAL HILL: Sec. 341(a) Meeting Scheduled for March April 11 SIRIUS XM: Incurs $81.44 Million Net Loss in 4th Quarter SONRISA PROPERTIES: Continuance of Hearing on Compass Plan Denied SONRISA REALTY: Continuance of Hearing on Compass Plan Denied SOUTHPEAK INTERACTIVE: Posts $2.1 Million Loss in Dec. 31 Quarter SPOT MOBILE: Incurs $3.56 Million Net Loss in Fiscal 2010 SRKO FAMILY LP: Richardson Trustee Wants to Control 2 Units SSG CAPITAL: Court Approves SSG Capital as Investment Banker STONE CAST: Case Summary & 14 Largest Unsecured Creditors SUNCAL COS: SunCal-Lehman Plan Outlines Set for May Hearing SWARTWOUT CONSTRUCTION: Files for Ch. 11 to Stop Assets Sale TANGLEWOOD FARMS: Court Denies Substantive Consolidation TELECONNECT INC: Notifies Late Filing of Quarterly Report TERRA BENTLEY: Court Dismisses NRC et al. From Village Suit TERRESTAR NETWORKS: Inks 5th Amendment to DIP Agreement TERRESTAR NETWORKS: Seeks to Amend Joint Administration Order TERRESTAR CORP: Solus Holds 4.97% of Common Stock TP INC: Has Continued Access to BofA Cash Collateral Until March 9 TRILOGY DEV'T: West Edge Development Hits Another Snag TTR MATTESON: Court Confirms Plan of Reorganization TULLY'S COFFEE: VP Ron Gai Resigns to Pursue Another Career UAL CORP: 7th Cir. Says Claims Trader Not Entitled to Cure Claim ULTIMATE ACQUISITION: Asks Court's Nod to Close 46 Retail Stores URBAN BRANDS: Has Until April 19 to File Chapter 11 Plan UTE MESA: Proposes to Pay Unsecured Creditors in Full by 2013 VEBLEN WEST: Court Confirms Sale of Assets to Agstar Financial VICTOR VALLEY: Receives Final Order for Extension of Financing WASHINGTON MUTUAL: Confirms Release of Securities Tendered WELLINGTON PRESERVE: Can Hire Perry & Taylor as Special Counsel WELLINGTON PRESERVE: Plan Filing Deadline Set for April 1 WINDMILL DURANGO: Hearing on Plan Outline Schedules for March 9 WJO INC: Can Continue Using Tristate Capital's Cash Until Feb. 28 W.R. GRACE: District Court to Hold Plan Status Conference Today W.R. GRACE: Proposes to Create Netherlands HoldCo Structure W.R. GRACE: Unsecureds, Garlock Appeal Plan Approval Order ZEIGER CRANE: Hit by Downturn in Construction Industry * WSJ Looks at Top U.S. Lawyers in $1,000-Club * Upcoming Meetings, Conferences and Seminars ********* 20 BAYARD: Plan Hearing Again on March 8 as WFF Dispute Remains --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California has continued until March 8, 2011, at 2:00 p.m., the hearing to consider the confirmation of 20 Bayard Views, LLC's proposed Plan of Reorganization. The Court has already held 12 separate days of hearings in connection with the trial on the confirmation of the Debtor's Plan, including Nov. 18, Jan. 4, and Feb. 1. 20 Bayard has modified its proposed Chapter 11 plan four times. The Debtor's counsel sent a letter to Bankruptcy Judge Elizabeth Stong mid-January to response to these questions raised by the Judge at the January hearing about (i) treating priority claims in accordance with 11 U.S.C. Sec. 1129(a)(9); (2) treating retiree benefits in compliance with Sec. 1129 (a)(13); and (3) W Financial Fund, LP's continuing lien on the Debtor's equity under Sec. 1129(b)(2). John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C., says that the Debtor modified the Plan -- i.e. filed the Fourth Amended Plan -- to clarify that allowed administrative claims and priority claims will be paid in full on the effective date of the Plan. He also says that the Debtor had no retirement programs or benefits and has removed any inference under the Plan that will amend or revise retiree benefits. He adds that the Plan has been modified to clarify that WFF's lien will remain on the Debtor's equity following emergence. WFF, owed $17.4 million in principal on account of a loan made in 2008, objected to the confirmation of the Plan. The Debtor's 37 unsold condominium units serve as collateral to the WFF loan. The Debtor has used proceeds of the leases from the 37 unsold condominium units to fund the Chapter 11 case. 20 Bayard is facing a motion from WFF, seeking an order (i) converting the Chapter 11 case of Bayard to a case under Chapter 7 of the Bankruptcy Code, or, in the alternative, (ii) appointing a Chapter 11 trustee. WFF cited acts of dishonesty, gross mismanagement, and lack of good faith by the Debtor and its officers. A hearing was held on the conversion motion on Feb. 1. The hearing has been adjourned to March 8. The Debtor has said that in the event its Plan won't be confirmed at the Feb. 1 hearing, it "joins in with the suggestion of the United States Trustee that the Debtor should be afforded a short window in which to propose a confirmable plan." According to the Debtor's counsel, "The issue in this case has not been the viability of the Debtor, but, rather, who is to share in the equity of the Debtor going forward. The Board, and all of the residents in the building are the hostages in this drama. In the event that the Debtor cannot propose a confirmable plan, and hopefully a consensual plan with the lender, it is respectfully submitted that the appointment of a chapter 7 trustee for this healthy and operating building would be the worst possible result. The substantial arrears owed by the sponsor would not be paid, and the trustee would, no doubt, quickly abandon the assets creating a severe financial hardship as the amounts due to the Board would not be timely paid." The Debtor says the most preferable course of action would be the appointment of a chapter 11 trustee who could propose a consensual plan, probably in short order, and which would result in the uninterrupted flow of services to the residents of the building. The Chapter 11 Plan According to the Disclosure Statement, the Plan provides for (i) payment of secured claims over time; (ii) payment to general unsecured creditors; and (iii) sale of the Debtor's units when necessary to comply with the payment scheme in the Plan. A $17.4 million secured claim and $150,000 of mechanics' liens claims will be paid 100 cents on the dollar. Holders of general unsecured claims aggregating $3.8 million will recover 5% of their claims on the second year anniversary of the effective date. Holders of equity interests will retain their equity securities and receive an equal equity security share in the reorganized Debtor, provided, however, that they provide funding for payment of administrative claims and professional fees. Under the Plan, WFF will retain its lien on its collateral and will receive a new lien on the Debtor's storage units at its condominium complex. It will receive monthly interest payments of 4.75% of the secured claim and payments of the principal every year until it is paid in full in five years. WFF still insists the Plan is "simply not confirmable." WFF says with respect to the Fourth Amended Plan, "Among other things, the modifications to the Plan moves the goal posts once again, by changing the interest rate to be paid to WFF from a woefully insufficient 4.5% to a slightly less woefully insufficient 4.75% and by modifying the schedule for the sale of units, including to provide for the sale of one unit in year one of the Plan." A copy of the Plan, as amended for the fourth time, is available free of charge at: http://bankrupt.com/misc/20Bayard_4thAmended_Plan.pdf Attorneys for W Financial Fund, LP, are: Andrew C. Gold, Esq. Hanh V. Huynh, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, New York 10016 Tel: (212) 592-1400 Fax: (212) 592-1500 E-mail: agold@herrick.com hhuynh@herrick.com About 20 Bayard Views 20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex at at 20 Bayard Street, in Brooklyn , New York. A total of 37 of the 62 units remain unsold. 20 Bayard filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009. Attorneys at Porzio, Bromberg & Newman, P.C., serve as general bankruptcy counsel and Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor. The Company disclosed $21,219,696 in assets and $20,976,363 in liabilities as of the Chapter 11 filing. ADVANTAGE BLASTING: Hit with Involuntary Ch. 11 Petition -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Conex International LLC and affiliate Advantage Blasting & Coating Inc. were hit with involuntary Chapter 11 petitions filed on Feb. 20 in Delaware by three lenders owed $97.3 million. Beaumont, Texas-based Conex provides plant maintenance and construction services for the refining and petrochemical industries. The lenders who filed the petitions are Wells Fargo Bank NA, Bank of Montreal, and The Prudential Insurance Co. of America. ADVANTAGE BLASTING: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Advantage Blasting & Coating, Inc. 13879 U.S. Highway 90 Beaumont, TX 77713 Bankruptcy Case No.: 11-10503 Involuntary Chapter 11 Petition Date: February 20, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Petitioners' Counsel: Stuart M. Brown, Esq. EDWARDS ANGELL PALMER & DODGE LLP 919 N. Market Street, 15th Floor Wilmington, DE 19801 Tel: (302) 777-7770 Randall L. Klein, Esq. GOLDBERG KOHN LTD 55 E. Monroe Street, Suite 3300 Chicago, IL 60603 Tel: (312) 201-4000 Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Wells Fargo Bank, N.A., for Credit Agreement not less than itself and as Agent Default $25,666,667 90 S. 17th Street, 19th Floor Minneapolis, MN 55479 Bank of Montreal, for itself and Credit Agreement not less than as subagent of Agent Default $17,666,667 115 S. LaSalle Street Chicago, IL 60603 The Prudential Insurance Company Credit Agreement not less than of America, for itself and as Default $10,595,733 subagent of Agent 18th Floor, Gateway Center Three 100 Mulberry Street Newark, NJ 07102 AGD, L.P.: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------- Debtor: AGD, L.P. 345 S. Texas Boulevard Weslaco, TX 78596 Bankruptcy Case No.: 11-70101 Chapter 11 Petition Date: February 21, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Ellen C. Stone, Esq. THE STONE LAW FIRM PC 4900 N. 10th Street, Suite A2 McAllen, TX 78504 Tel: (956) 630-2822 Fax: (956) 631-0742 E-mail: ignmca@ellenstonelaw.com Scheduled Assets: $3,356,219 Scheduled Debts: $3,538,273 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-70101.pdf The petition was signed by Anabell Cardona, partner. AMERICAN APPAREL: Lion Waives January EBITDA Requirement -------------------------------------------------------- On Jan. 31, 2011, American Apparel, Inc. entered into a waiver to its Credit Agreement, dated as of March 13, 2009, among the Company, in its capacity as borrower, certain subsidiaries of the Company, in their capacity as facility guarantors, Wilmington Trust FSB, in its capacity as administrative agent and collateral agent, Lion Capital (Americas) Inc., as a lender, Lion/Hollywood L.L.C., as a lender, and other lenders from time to time party thereto. The Credit Agreement Waiver waived, for the period from Jan. 31, 2011 to but excluding Feb. 11, 2011, the Company's obligation to maintain a minimum Consolidated EBITDA for the twelve consecutive fiscal month period ending Jan. 31, 2011. Pursuant to Section II of the Credit Agreement Waiver, on Feb. 10, 2011, the Required Lenders provided written notice of extension of the Credit Agreement Waiver to the Company. The First Extension Notice provided that the Company's obligation to maintain compliance with the Specified Covenant was extended to and including Feb. 14, 2011. On Feb. 14, 2011, the Required Lenders provided written notice of extension of the Credit Agreement Waiver to the Company. The Second Extension Notice provides that the Company's obligation to maintain compliance with the Specified Covenant will be extended to and including Feb. 17, 2011. The Company is discussing possible amendments to the Lion Credit Agreement to address its compliance with the Specified Covenant for future trailing twelve-month periods. However, the Company can provide no assurance that it will be able to secure such amendments nor, if secured, the terms thereof. Under the terms of its revolving credit agreement with other lenders and Bank of America, N.A., as administrative agent, noncompliance with financial covenants under the Lion Credit Agreement constitutes an event of default under the BofA Credit Agreement. An event of default under the BofA Credit Agreement which is not waived would block the Company from making borrowings under its revolving credit facility, in which case the Company would have to obtain additional liquidity. An event of default under the Lion Credit Agreement or the BofA Credit Agreement could result in all indebtedness thereunder being declared immediately due and payable, in which case the Company would have to obtain additional sources of liquidity. There can be no assurance that the Company would be able to obtain additional sources of liquidity on terms acceptable to the Company, or at all, or that our assets would be sufficient to repay in full our obligations under our debt instruments. The acceleration of any or all amounts due under the Lion Credit Agreement or the BofA Credit Agreement or the loss of the ability to borrow under the BofA Credit Agreement would have a material adverse impact on the Company's operations which would result in the need for the Company to modify its current business plan or curtail its operations and could affect the Company's ability to continue operations as a going concern. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 30, 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. The Company's balance sheet at Sept. 30, 2010, showed $322.7 million in total assets, $231.3 million in total liabilities, and stockholders' equity of $91.4 million. American Apparel disclosed in its quarterly report on Form 10-Q for the third quarter of 2010 that based upon results of operations for the nine months ended Sept. 30, 2010, and through the issuance of the financial statements and projected for the remainder of 2010, the Company may not have sufficient liquidity necessary to sustain operations for the next twelve months, and that it is probable that beginning Jan. 31, 2011, the Company will not be in compliance with the minimum Consolidated EBITDA covenant under the $80,000,000 term loan with Lion Capital LLP. "Noncompliance with covenants under the Lion Credit Agreement would constitute an event of default under the BofA Credit Agreement, which, if not waived, could block the Company from making borrowings under the BofA Credit Agreement," the Company said in the filing. "These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern." AMERICAN HOME MORTGAGE: 3rd Cir. Upholds Repo Claims Ruling ----------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a federal appeals court in Philadelphia upheld a bankruptcy court decision wiping out a $478 million damages claim filed by investors that purchased $1.2 billion worth of high-risk home loans from American Home Mortgage Holdings, Inc. "If we can avoid preoccupation with the dazzling number of monetary digits involved in this case (the contractual repo price of almost $1.2 billion, the Purchaser's claim totaling in excess of $478 million, and the parties' damages calculations that are nearly $500 million apart), the issue before us is limited to a determination of the meaning of the statutory phrase requiring damages to be measured based on a 'commercially reasonable determinant[ ] of value.' It is an issue of statutory construction such as those routinely faced by federal courts, although it appears to be an issue of first impression," Judge Dolores Sloviter, who wrote the opinion, said. The case is Credit Agricole Corporate And Investment Bank New York Branch, f/k/a Calyon New York Branch, v. American Home Mortgage Holdings, Inc., et al. Case No. 09-4295 (3rd Cir.). A copy of the Third Circuit's Feb. 16, 2011 opinion is available at http://is.gd/Z6sfnEfrom Leagle.com. The panel consists of Chief Judge Theodore Alexander McKee and Circuit Judges Sloviter and Marjorie Rendell. Judge Rendell concurred. Benjamin Ackerly, Esq. Jason W. Harbour, Esq. HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219 Telephone: (804) 788-8479 Facsimile: (804) 788-8218 E-mail: backerly@hunton.com jharbour@hunton.com - and - Michael Busenkell, Esq. WOMBLE, CARLYLE, SANDRIDGE & RICE 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Telephone: (302) 252-4324 Facsimile: (302) 661-7724 E-mail: mbusenkell@wcsr.com About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for Chapter 11 protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor LLP, represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. American Home filed a de-consolidated plan of liquidation on August 15, 2008. The former home mortgage lender's liquidating Chapter 11 plan was confirmed in February 2009. The plan was implemented in November 2010. ANGIOTECH PHARMACEUTICALS: NIH Objects to Chapter 15 Filing ----------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that the National Institutes of Health and the Department of Health and Human Services objected last week to Angiotech Pharmaceuticals Inc.'s request to gain U.S. courts' recognition under Chapter 15 of the Bankruptcy Code of its case in Canada. DBR notes Angiotech holds a license from NIH to develop and distribute a drug designed to coat coronary artery stents. Angiotech received the license under a program designed to allow private companies to quickly bring to market medical innovations discovered through government-funded research. As part of its licensing deal, Angiotech is supposed to pay royalty fees to the U.S. government through at least 2015. DBR relates Angiotech already owes the U.S. government $45,000 in missed payments related to that permit. According to DBR, the agencies said recognition of the Canadian case would result in the administration of the license under "foreign law." "The license is part of the federal government's effort to protect public safety and health and it should continue to be governed by the federal laws and regulations of the United States," the agencies said, according to DBR. DBR relates Angiotech did not respond to a request for comment Friday. About Angiotech Pharmaceuticals Based in Vancouver, British Columbia, in Canada, Angiotech Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/-- is a global specialty pharmaceutical and medical device company. Angiotech discovers, develops and markets innovative treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury. Alvarez & Marsal Canada Inc., as monitor and foreign representative, filed Chapter 15 petitions for Angiotech Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No. 11-10269) on Jan. 30, 2011, to seek recognition of their insolvency proceedings under the Companies' Creditors Arrangement Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec. 1517. The Company's balance sheet at Sept. 30, 2010, showed US$326.80 million in total assets, US$60.30 million in current liabilities, and US$622.16 million in non-current liabilities and a stockholders' deficit of US$355.67 million. The foreign representative has tapped Mary Caloway, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel in the Chapter 15 case. John Grieve, Esq., at Fasken Martineau DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case. As reported by the Troubled Company Reporter on Feb. 21, 2011, the Supreme Court of British Columbia has accepted for filing a plan of compromise or arrangement, with terms and conditions materially consistent with Angiotech's recapitalization transaction. The Canadian Court granted an order authorizing the holding of a meeting of the affected creditors of the Angiotech Entities on April 4. The purpose of the meeting is for the Affected Creditors to consider and vote on the Plan. If the Plan is approved by the required majority of Affected Creditors, the Angiotech Entities intend to bring a further motion on or about April 6 seeking a sanctioning of the Plan by the Court. The Canadian Court also granted an order establishing a procedure for the adjudication, resolution and determination of claims of Affected Creditors for voting and distribution purposes under the Plan and fixing a claims bar date of March 17, 2011. APPLESEED'S INTERMEDIATE: Units Settle with Donnelley, Gould ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that subsidiaries of retailer Orchard Brands Corp. made settlements with two of six members of the official creditor's committee. The settlement with suppliers R.R. Donnelley & Sons Co. and Gould Paper Corp. will result in the waiver of about $15 million in unsecured claims. The settlements are scheduled for approval in bankruptcy court on March 1. Donnelley prints all of Orchard's catalogs and half of direct- mailing materials. It was owed $13.6 million on the outset of bankruptcy. Paper supplier Gould was owed $9.8 million, including $3.2 million that was shipped shortly before bankruptcy and is entitled to payment in full. Mr. Rochelle relates that in return for a revised agreement continuing through the end of 2016, Donnelley will waive the unsecured claim when the plan is implemented or the assets are sold. Donnelley also agrees to provide 30 days' credit for the duration of the Chapter 11 case. Gould will receive $2.5 million cash when the settlement is approved plus another $3 million when the plan is implemented or the assets are sold. Gould will have another supply agreement through the end of 2014. Gould will waive other claims. Mr. Rochelle notes that the proposed Chapter 11 plan currently provides that unsecured creditors won't receive anything unless they fall within the category of selected trade suppliers. About Appleseed's Intermediate Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard Brands sells clothing to people 55 and older. Orchard Brands has 17 brands including Appleseed's, Draper's & Damon's, Gold Violin, Haband and Norm Thompson. It publishes catalogs and has stores under its Appleseed's and Draper's & Damon's brands. It has annual sales of about $1 billion and earnings before interest, taxes, depreciation and amortization are about $50 million, sources said told Bloomberg. Appleseed's is owned by Golden Gate Capital Corp., which also holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc. and Zale Corp. Appleseed's Intermediate and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on Jan. 19, 2011. Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, serves as local counsel to the Debtors. Moelis & Company LLC is the Debtors' investment banker and financial advisor. Alvarez & Marshal North America, LLC, is the Debtors' restructuring advisor. Pricewaterhousecoopers LLP is the Debtors' independent auditor. Kurtzman Carson Consultants LLC is the notice, claims and balloting agent. Appleseed's Intermediate estimated assets at $100 million to $500 million and debts at $500 million to $1 billion in its Chapter 11 petition. AURASOUND INC: Notifies Late Filing of Dec. 31 Form 10-Q -------------------------------------------------------- AuraSound, Inc., notified the U.S. Securities and Exchange Commission regarding the late filing of its quarterly report on Form 10-Q for the second quarter ended Dec. 31, 2010. The Company said its Form 10-Q for the quarterly period ended Dec. 31, 2010 could not be filed within the prescribed time period because certain information and data relating to and necessary for the completion of its financial statements and management's discussion and analysis or plan of operation could not be obtained by the Company within that time period without unreasonable effort or expense. About AuraSound, Inc. Santa Fe Springs, Calif.-based AuraSound, Inc. (OTC BB: ARUZ) -- http://www.aurasound.com/-- through its wholly-owned subsidiary, AuraSound, Inc. ("AuraSound"), a California corporation, develops, manufactures and markets premium audio products. Specifically, AuraSound has developed and is currently marketing undersized speakers that will deliver sound quality to devices such as laptops, flat-panel televisions and displays that the Company believes to be superior to the sound quality currently found in these devices. During the year ended June 30, 2010, the Company's operations in China were conducted through Well-Tech International Co., a Hong Kong company owned by Susanne Lee who is the Company's office administrator in Hong Kong. The Company's operations in Taiwan are conducted by AuraSound as a foreign corporation doing business in Taiwan. With its recent acquisition of ASI Audiotechnologies, which closed on July 31, 2010, the Company has an industry leading TV soundbar business, additional proprietary transducer technology, application specific amplifier designs, and award winning ID designs. The Company's balance sheet at Sept. 30, 2010, showed $32.91 million in total assets, $32.59 million in liabilities, all current, and $326,294 stockholders' equity. Kabani & Company, Inc., in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern following the fiscal 2010 results. The independent auditors noted that during the year ended June 30, 2010, the Company incurred net losses of $2.2 million, and had negative cash flow from operating activities of $202,383. BALL FOUR: Plan Outline Hearing Reset to May 13 ----------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado rescheduled May 13, 2011, at 1:30 p.m., the hearing to consider adequacy of the Disclosure Statement explaining Ball Four, Inc.'s Plan of Reorganization. The hearing was originally scheduled for April 18. As reported in the Troubled Company Reporter on Jan. 24, 2011, the Plan contemplates that the Debtor will remain in possession and will utilize its cash to pay allowed creditor claims and allowed Chapter 11 administrative claims. Holders of secured tax claims will be repaid in monthly payments of principal and interest at the rate of 12% per annum amortized over 60 months. Holders of unsecured claims will be paid in full with interest at the Federal Judgment Interest Rate. The Plan provides that Larry R. Gentry will retain his shareholder interest in the Reorganized Debtor and will remain as president of the Debtor. Susan Gentry will retain her shareholder interest in the Reorganized Debtor and will remain as Secretary of the Debtor. The Debtor estimates that the effective date of its Plan would be on or before July 1, 2011. Copies of the Plan and the Disclosure Statement are available for free at: http://bankrupt.com/misc/BALL_FOUR_plan.pdf http://bankrupt.com/misc/BallFour_DS.pdf About Ball Four Ball Four, Inc., has a 16.93-acre property located at 2101 W. 64th Ave. in Adams County, Arvada, Colorado. The site has a slow pitch softball facility and an indoor-soccer facility. Simulcast wagering on dog and horse racing from tracks in the United States is also operated at the site pursuant to a license obtained from Mile High Racing in Commerce City. Ball Four first sought Chapter 11 protection after it was discovered in 1989 that a small portion of Ball Four's property was contaminated. Ball Four later sought confirmation of a Chapter 11 plan, and an investigation found Ball Four's property to be free of contaminants. Ball Four completed its indoor soccer facility and another building at its property in 2007 following a $1.9 million loan from FirsTier Bank. In November 2009, Ball Four was unable to make the interest payment due on the note to FirsTier. FirsTier commenced a foreclosure proceeding which led to the Debtor filing for Chapter 11 protection in 2010. Ball Four, Inc., filed a Chapter 11 petition on Sept. 21, 2010 (Bankr. D. Colo. Case No. 10-33952). William A. Richey, Esq., at Weinman & Associates, P.C., serves as the Debtor's bankruptcy counsel. The Debtor disclosed $16,220,990 in assets and $3,483,420 in liabilities as of the Chapter 11 filing. BALL FOUR: Taps Trout Raley for Colorado Water Augmentation Plan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Ball Four Inc. to employ Trout, Raley, Montano, Witwer & Freeman, P.C., as its special counsel. The firm agrees to represent the Debtor in connection with a water augmentation plan before the Weld County, Colorado Water Court. The firm was owed approximately $1,014 in unpaid attorneys' fees for worked performed prepetition. The firm has agreed to waive its pre-petition claim in connection with its representation of the Debtor with respect to this matter. The firm assures the Court that it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Ball Four Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11 bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case No. 10-33952). William A. Richey, Esq., at Weinman & Associates, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. BANKATLANTIC BANCORP: Incurs $145.51 Million Net Loss in 2010 ------------------------------------------------------------- BankAtlantic Bancorp announced a net loss of $48.56 million on $40.76 million of total interest income for the three months ended Dec. 31, 2010, compared with a net loss of $25.18 million on $44.41 million of total interest income for the three months ended Sept. 30, 2010. The Company also reported a net loss of $145.51 million on $176.31 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $185.82 million on $223.59 million of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $4.51 billion in total assets, $4.49 billion in total liabilities and $14.74 million in total equity. BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan B. Levan, commented, "As the effects of the recession wind down, I want to take the opportunity to reflect on the strategies we articulated in the latter half of 2007 and our positioning over the last three and a half years. Let me make it clear - we do not believe we are out of the woods yet; however, we are optimistic that 2011 will be a building year and that in 2012, we will enjoy the benefits of a rebounding economy and an infrastructure prepared to take advantage of a return to normalcy." "In 2007, BankAtlantic was among the first in the country to recognize cracks in the real estate economy and the potential havoc it could create. At that time, we disclosed both internally and externally that our focus would be on Capital, Credit and Core Earnings. We never imagined just how challenging and difficult the last three and a half years would be. Obviously, the most important thing about a recession is to survive it in order to benefit from the recovery," Mr. Levan said. He added, "While the period from the third quarter 2007 through year-end 2010 has been extremely difficult, BankAtlantic's accomplishments should not be overlooked when comparing year end 2007 to year end 2010: * Tier 1/Core Capital ratios remained stable from 6.94% at December 31, 2007 to 6.22% at December 31, 2010. m At no time did our capital ratios fall below defined regulatory "well capitalized" levels. The previously announced Tampa branch sale (anticipated to close in June 2011, subject to regulatory approvals and customary conditions), is estimated to add over 130 basis points to our regulatory capital ratios. * Core earnings ( 1) held firm from $51 million for the full year 2007 to $47 million for the full year 2010. We expect that significant efficiencies will be kicking in during 2011. * Core deposits ( 2) increased from $2.3 billion at December 31, 2007 to $2.8 billion at December 31, 2010. * Total cost of deposits decreased from 2.15% in the fourth quarter of 2007 to 0.47% in the fourth quarter of 2010. * Brokered deposits have never been a core funding source, totaling $14.7 million or 0.2% of total assets at Dec. 31, 2007 and $14.1 million or 0.3% of total assets at Dec. 31, 2010. * Net interest margin was 3.62% for the year ended December 31, 2007 and 3.55% for the year ended December 31, 2010. * Available liquidity, which includes cash, free securities and unused Federal Funds and/or FHLB borrowing capacity, increased from 35.9% of deposits at December 31, 2007 to 37.7% at December 31, 2010. Cash and free securities balances increased from 12.7% of deposits at December 31, 2007 to 22.0% of deposits at December 31, 2010." A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?73ac About BankAtlantic Bancorp BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com/-- is a bank holding company and the parent company of BankAtlantic. BankAtlantic -- "Florida's Most Convenient Bank" with a Web presence at http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets and more than 100 stores, and is one of the largest financial institutions headquartered junior in Florida. BankAtlantic has been serving communities throughout Florida since 1952 and currently operates more than 250 conveniently located ATMs. * * * In September 2010, Fitch Ratings downgraded the long-term Issuer Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+. The 'CC' long-term IDR indicates a high default probability. Fitch said it believes that BBX will likely require external capital support given the high level of credit costs that continue to impact BBX's financial performance and erode its existing weak level of tangible common equity, which stood at just 1.39% at June 30, 2010. Although BFSB's regulatory capital levels remain 'well-capitalized', Fitch believes the company needs additional capital in order to provide absorption for future losses, particularly since earnings generation on a pre-provision net revenue basis is weak. BERNARD L MADOFF: Picard Suit vs. Citi Unsealed ----------------------------------------------- The lawsuit filed by Irving H. Picard, the trustee for the Substantively Consolidated SIPA Liquidation of Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff, against Citibank, N.A., Citibank North America, Inc., and Citigroup Global Markets Limited was unsealed this week. Mr. Picard is seeking to recover: (A) more than $425 million from Citi for Mr. Madoff's victims According to the lawsuit, the funds used to make the transfers to Citi originated from BLMIS. Citi received the transfers in connection with a loan made to a large fund holding a BLMIS account, and in connection with a swap transaction between a Citi entity and a Swiss hedge fund linked to the performance of another large Madoff Feeder Fund. Armed with public and considerable non- public information about Mr. Madoff, Citi knew or should have known of possible fraud at Mr. Madoff's investment advisory business. According to the lawsuit, in 2005, a Citi entity made a loan of $300 million to a Madoff Feeder Fund called Rye Select Broad Market Prime Fund, L.P. Virtually all of Prime Fund's assets were invested through BLMIS. In connection with the Prime Fund transaction, Citibank lent $300 million to Prime Fund to invest directly into BLMIS. Later, as Citi became more suspect of Mr. Madoff's legitimacy, Citi backed out of a proposal to provide leverage to a newly created fund sponsored by Tremont Partners, Inc. Shortly thereafter, Citibank also refused to increase the amount of the existing Prime Fund loan, and ultimately cancelled the Citibank-Prime Fund lending relationship, demanding full repayment of the $300 million loan. To repay the loan to Citibank, Prime Fund withdrew or utilized more than $300 million from its BLMIS account and then subsequently transferred those funds to Citibank. That money is Customer Property and should be returned to the BLMIS estate. The Trustee has filed suit against Prime Fund, and other Tremont- related defendants to avoid initial and recover certain subsequent transfers of Customer Property. The case is Picard v. Tremont Group Holdings, Inc., et al. (In re Bernard L. Madoff Inv. Sec. LLC), No. 10-5310 (Bankr. S.D.N.Y filed Dec. 7, 2010). (B) $130 million paid to Citigroup Global Markets in connection with a swap linked to the performance of Fairfield Sentry Limited, one of the largest Madoff Feeder Funds. In 2005, CGML entered into a swap transaction for $280 million with a Swiss-based hedge fund known as Auriga International Limited. The underlying asset for this swap was Sentry. As part of this swap transaction, CGML purchased $140 million of Sentry shares, and held $280 million of Sentry shares at various points in time between 2005 and 2008. In the months prior to Mr. Madoff's arrest in 2008, CGML redeemed $130 million of its Sentry shares on notice of red flags concerning Mr. Madoff's very legitimacy. CGML submitted its Sentry redemptions and received multi-million dollar transfers of money from Sentry at times when Citi not only knew or should have known about major red flags of possible fraudulent activity by Mr. Madoff, but in fact had been advised specifically that Mr. Madoff was likely running a massive Ponzi scheme. Prior to submitting the redemptions, CGML had also earned many hundreds of thousands, if not millions, of dollars in fees and charges from the Auriga swap. To pay for the CGML redemptions, Sentry withdrew or utilized funds from its BLMIS accounts and transferred those funds to CGML. Mr. Picard has filed suit against Sentry, and other Fairfield-related defendants to avoid initial and certain subsequent transfers of Customer Property. The case is Picard v. Fairfield Sentry Ltd., et al. (In re Bernard L. Madoff Inv. Sec. LLC), No. 09-1239 (Bankr. S.D.N.Y filed May 18, 2009), as amended on July 20, 2010. 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. BERNARD L MADOFF: Customer Wants Settlement With Levy Set Aside --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that lawyer Helen Davis Chaitman, saying she is acting on behalf of dozens of customers who lost their life savings with Bernard L. Madoff Investment Securities Inc., filed a motion on Feb. 18 asking the bankruptcy judge to set aside a settlement approved a year ago with the estate of deceased New York real estate investor Norman F. Levy. Mr. Rochelle relates that in her motion, scheduled for hearing on March 11, Ms. Chaitman alleges that "stunning" facts just came to light this month indicating Madoff trustee Irving H. Picard shouldn't have settled with Mr. Levy. She alleges that Mr. Levy "financed the Madoff scheme to the tune over $100 billion" through hundreds of transfers into and out of the Madoff firm. According to Mr. Rochelle, the facts relied upon by Ms. Chaitman came to light when the trustee's $6.4 billion complaint against JPMorgan was unsealed. The complaint indicates that Mr. Levy was the unidentified "Customer 1" who transferred $83 billion into and out of his Madoff account from 1998 to 2001. Mr. Levy's estate and family paid the Madoff trustee $220 million in early 2010 in return for dropping claims. Mr. Rochelle also relates that Milan-based UniCredit SpA borrowed a page from the playbook written by JPMorgan Chase & Co. and filed a motion on Feb. 17 seeking to transfer to federal district court the lawsuit filed by the Madoff trustee in early December in bankruptcy court. Mr. Rochelle relates that UniCredit accused the Madoff trustee of "acting far beyond the authority bestowed on him by Congress." The bank describes the suit as seeking $59 billion from mostly foreign defendants, including the largest regulated banks in Austria and Italy. Like JPMorgan in a withdrawal-of-the-reference motion filed early this month, UniCredit contends that the suit can only proceed in federal district court because it requires rulings on major issues of non-bankruptcy law. Mr. Rochelle relates that UniCredit argues the trustee is improperly basing the suit on the Racketeer Influenced & Corrupt Organizations Act. The bank believes RICO can't be applied to foreign organizations. In addition, UniCredit calls the suit a disguised securities class action that Congress banned. In the future, UniCredit signals it will contend that it can't be sued in the U.S. on claims related to Madoff. Other defendants in the suit include UniCredit subsidiary Bank Austria, Bank Medici AG and Sonja Kohn, its founder. The trustee seeks damages of $19.6 billion, which theoretically could be trebled to $58.8 billion if the trustee were to prove that the actions qualify as a criminal enterprise under RICO. 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. BERRY PLASTICS: Incurs $69 Million Net Loss in Jan. 1 Qtr. ---------------------------------------------------------- Berry Plastics reported a net loss of $69 million on $1.04 billion of net sales for the quarter ended Jan. 1, 2011, compared with a net loss of $29 million on $880 million of net sales for the period ended Jan. 2, 2010. The Company's balance sheet at Jan. 1, 2011 showed $5.47 billion in total assets, $5.27 billion in total liabilities and $197 million in total stockholders' equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?73a3 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At January 2, 2010 the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P. and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On December 3, 2009, Berry Plastics obtained control of 100% of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. * * * Berry Plastics has a 'B3' corporate family rating, with stable outlook, from Moody's Investors Service. Moody's said in April 2010 that Berry's B3 CFR reflects weakness in certain credit metrics, financial aggressiveness and acquisitiveness and a continued difficult operating and competitive environment especially in the flexible plastics and tapes segments. The rating also reflects the Company's exposure to more cyclical end markets, relatively weak contracts with customers and a high percentage of commodity products. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BORDERS GROUP: Wins Interim OK for Intercompany Transactions ------------------------------------------------------------ Borders Group Inc. and its units sought and obtained the Bankruptcy Court's authority, on an interim basis, to continue to honor and make payments with respect to intercompany transactions in their existing cash management system. David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, told the Court that the Cash Management System allows the Debtors and its non-Debtor affiliates to function as a unified enterprise, and to achieve value through consolidating various brands. Without the continued interrelationship among BGI and its affiliates, including the JGE Joint Venture LLC, this value will be diminished to the detriment of all parties-in- interest, he asserted. The Court will consider final approval of the Debtors' request on March 15, 2011. 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: Wins Interim OK to Pay Employee Obligations ---------------------------------------------------------- Borders Group Inc. and its units employ about 18,100 employees, of whom 6,100 are full-time employees, 11,400 are part-time employees, and 600 are contingent employees who are required to work one shift per month and usually do so at special events. About 16,340 employees are paid on an hourly basis and 1,760 employees are paid a fixed salary. In the ordinary course of business, the Debtors incur payroll and various other obligations for their Employees and provide other benefits to their Employees for the performance of services, namely: (A) Compensation Obligations. The Debtors' average monthly gross payroll based on the last 12 months is $26 million per month. As of the Petition Date, the accrued and unpaid prepetition salaries and wages total about $9 million and that about $50,000 in payroll checks from previous pay periods are outstanding and have not been cashed by Employees and former Employees. (B) Payroll Tax Obligations. In connection with the salaries and wages paid to Employees, the Debtors are required by law to withhold from their Employees' wages amounts related to federal, state, and local income taxes, as well as social security and Medicare taxes and to remit the same to the applicable taxing authorities. (C) Garnishment Obligations. In the ordinary course of processing the Employees' payroll, the Debtors may be required by law, in certain circumstances, to withhold certain amounts for garnishments such as tax levies, child support, and other court-ordered garnishments. (D) Supplemental Workforce Obligations. In the ordinary course of business, the Debtors utilize the services of certain employment agencies to engage a supplemental workforce to work for the Debtors, primarily in their distribution centers and in various information technology and administrative support functions. (E) Independent Contractors Obligations. Like the Supplemental Workforce, the number of Independent Contractors is in constant flux to meet the Debtors' business needs. (F) Business Expenses. The Debtors customarily pay for a variety of their Employees' business-related expenses incurred in performing their employment obligations. (G) Incentive Obligations. The Debtors have customarily maintained discretionary bonus and incentive programs for their Employees designed to encourage exceptional Employee performance for the benefit of the Debtors' business. Under the Debtors' incentive program for retail store management whereby eligible employees may receive up to $25,000 per quarter, the Debtors pay bonuses under the Field Bonus Plan for 30 to 40 Employees for the fourth quarter of 2010 during the interim period. The Debtors also estimate that they will pay bonuses under a Shrink Bonus Plan to 890 employees for the fiscal year ended Jan. 29, 2011, totaling $2.5 million, during the interim period. The Debtors further estimate paying about $6,000 to 41 distribution center managers that are eligible for a monthly bonus under a Distribution Center Management Bonus. In addition, about 840 Employees are eligible for weekly incentives and payout of those bonuses is about $55,000 per pay period. (H) Severance Payments. The Debtors maintain a discretionary pay plan for all Employees who are not party to a separate severance agreement with them, or an individual employment agreement with them that provides for severance benefits. As of the Petition Date, about 529 Employees who held titles junior to Vice President were receiving Severance Payments. (I) Employee Benefit Plans. In the ordinary course of business, the Debtors have established various benefit plans and policies for their Employees that can be divided into health plans, welfare plans, vacation time, employee savings and retirement plans and other benefit plans. The Debtors relate that they incurred these accrued and unpaid amounts under the Employee Obligations as of the Petition Date: Obligations Unpaid Amount ----------- ------------- Incentive Obligations $2,561,000 Severance Payments 1,200,000 Payroll Obligations 1,100,000 Business Expenses 375,000 Supplemental Workforce Obligations 361,324 Garnishment obligations 57,000 Compensation Obligations 11,725 Employee Benefit Plans 777,775 The Business Expenses is composed of (i) $365,000 for total unpaid prepetition Business Expenses owed to Employees or Bank of America, N.A., for the Employees' purchase cards, and (ii) $10,000 of Employees' own funds subject to reimbursement. David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, asserts that the Debtors' retail store employees are the public "face" of their business -- those employees are responsible for ensuring that customers receive the product and service they have come to expect from the Borders brand. The Debtors' business also crucially depends on their Employees who assist with information technology, product distribution to their stores and online customers, development and maintenance of their website and digital delivery services, and corporate management of their operations, he adds. Accordingly, the Debtors sought and obtained an interim order from the Court allowing them to: (i) pay or otherwise honor all Employee Obligations, and all costs and expenses incident to those obligations and all programs related that come due prior to the final hearing, including those Employee Obligations that (i) were or are due and payable and relate to the period prior to the Petition Date, and (ii) are or become due and payable or relate to the period after the Petition Date, except that the Debtors will not pay any Director Obligations prior to the final hearing on the Employee Obligations Motion; and (ii) maintain and continue to honor their practices, programs, and policies for their Employees with respect to the Employee Obligations as they were in effect as of the Petition Date, provided that no Employee will be paid an amount exceeding $11,725 in accrued and unpaid prepetition wages or salaries. The Debtors are authorized to pay, in their sole discretion, compensation owed to the Supplemental Workforce through the Agencies. The Debtors are also authorized to pay, in their sole discretion, compensation owed to Independent Contractors, up to the amount of $11,725 per Independent Contractor. Moreover, the Debtors are permitted to replace any prepetition checks or electronic transfers relating to the Employee Obligations that may be dishonored or rejected. The Court also permits applicable banks and financial institutions at which the Debtors maintain other accounts, at the Debtors' instruction, to receive, honor, process, and pay, to the extent of funds on deposit, any and all checks or electronic funds transfers to the extent that those checks or transfers relate to any of the Employee Obligations. The Debtors are authorized to pay any and all costs and other obligations in connection with maintaining or paying third parties to maintain, administer, and provide record-keeping relating to the Employee Obligations that they may have outstanding as of the Petition Date, and to continue so paying, in the ordinary course of business. The Debtors' requests to pay severance to former employees, pay certain incentive bonuses, and satisfy the $365,000 to Bank of America are adjourned until the final hearing on the Employee Obligations Motion. The Court will convene a hearing to consider final approval on the Employee Obligations Motion on March 15, 2011. Objections are due no later than March 8, 2011. 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) BRUGNARA PROPERTIES: Plan Outline Hearing Scheduled for March 2 --------------------------------------------------------------- The Hon. Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California will convene a hearing on March 2, 2011, at 9:30 a.m., to consider adequacy of the Disclosure Statement explaining Brugnara Properties VI's Chapter 11 Plan, amended as of January 18. Objections, if any, are due seven days prior to the hearing. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The secured creditors and unsecured creditors are impaired, and thus, are entitled to vote on the Plan. Funding of the payments for Wachovia's secured claim will come from funds the Debtor will receive from its principal. Jorei Enterprises, LLC's secured claim will be due in four years and will be paid via a refinance or sale of the real property securing the claim, pursuant to a settlement. Unsecured creditors will be receive a pro rata share of $1,000 to be distributed three months from the Effective Date, with the distributions to be funded from an infusion of capital from Debtor's principal. Holders of interests in the Debtor will not receive any distributions although their interests won't be cancelled and thus are unimpaired under the Plan. Wachovia will has two options. Under Option A, its secured claim will be deemed a $5,000,000 claim as of the confirmation of the Plan. The claim will accrue interest at 4% per annum. Payments will be interest only and the debt will be due in full 10 years from the Confirmation. Under Option B, the claim will be allowed in its full amount owed, $6,140,000, and will accrue interest at 3% interest only, due in 10 years. Under Options A and B, the loan will be deemed reinstated upon Confirmation. A full-text copy of the Plan, as amended, is available for free at http://bankrupt.com/misc/BRUGNARAPROPERTIES_AmendedDS.pdf The Debtor's counsel can be reached at: Joel K. Belway, Esq. THE LAW OFFICE OF JOEL K. BELWAY Professional Corporation 235 Montgomery St., Suite 668 San Francisco, CA 94104 Tel: (415) 788-1702 Fax: (415) 788-1517 About Brugnara Properties VI San Francisco, California-based Brugnara Properties VI owns a real property located at 224 Sea Cliff Avenue, San Francisco, California. The Company filed for Chapter 11 protection on Sept. 17, 2010 (Bankr. N.D. Calif. Case No. 10-33637). The Company disclosed $17,800,000 in assets and $11,667,750 in liabilities as of the Chapter 11 filing. BRYAN/MOORE DEVELOPMENT: Sells to MDC for $14.6MM; BofA to be Paid ------------------------------------------------------------------ Bryan/Moore Development, LLC, sought and obtained authorization from the Hon. Redfield T. Baum, Sr., to sell the real property located at 2824 - 2910 N. Power Road, Mesa, Arizona 85215, and personal property for $14.60 million to MDC Realty Advisors USA, Inc., free and clear of liens, with liens of Bank of America, N.A. A copy of the Sale Agreement is available for free at: http://bankrupt.com/misc/BRYANMOORE_salepact.pdf Under the terms of the Agreement, within five business days following the execution of the Agreement, MDC is required to deposit $100,000 in escrow and an additional $400,000 in escrow within three business days of the expiration of an investigation period. The balance of the purchase price is due at closing. MDC will assign its interest to MDC Ridgeview Plaza Associates, LP, a Delaware limited partnership. The Court approved the payment at closing of all closing costs including a real estate commission to Cassidy Turley BRE Commercial, in the amount of $219,000. Proceeds to be Paid to BofA The Real Property is encumbered by a Deed of Trust Assignment of Rents, Security Agreement and Fixture Filing effective as of May 9, 2003, executed by Debtor, as trustor, in favor of Lawyers Title of Arizona, Inc., as trustee, for the benefit of Archon Financial, L.P., Bank of America N.A.'s predecessor in interest, which was recorded in the Official Records of Maricopa County, Arizona on May 9, 2003, as Instrument No. 20030589855. Bank of America asserts that as of Dec. 2, 2010, it is owed the sum of $13,529,622, for principal, interest (at the non-default contract rate), and attorney's fees and costs. BofA asserts that additional amounts are owed for accrued default interest, late charges and work-out fees in the amount of $1,113,184, with additional default interest accruing at the rate of $1,813 per day. The Debtor believes that the sale proceeds, after costs of sale will be sufficient to pay BofA all amounts owed. According to the Court's order, provided that Closing will have occurred within 30 days from the date hereof, or at a later date as may be agreed to in writing by BA in its sole and absolute discretion, payment will be directed at Closing to BofA in the amount of $13,876,772, plus accrued but unpaid post-petition interest at the non-default contractual rate, and accrued expenses of up to $2,849 which amount will be in satisfaction of any and all claims held by BofA against the debtor, the estate, and Louise Moore. The payment will also constitute an unconditional waiver and full release of any and all claims, if any, held by the Debtor, the estate, Louise Moore, and any of their respective representatives, affiliates, attorneys and agents, against BofA, any servicer or special servicer on the loan, and their respective representatives, affiliates, attorneys, and agents in connection with or arising out of the subject loan. After the payment, Louise Moore and BofA will stipulate to dismiss the action pending in Maricopa County Superior Court on Louise Moore's guaranty of the loan, with both parties to bear their own costs and fees. If the foregoing payment is not made to BA by the Discount Closing Deadline, the sales proceeds will be held subject to BA's liens pending further order of the Court. Upon closing, the receiver, Hannay Investment Properties, Inc., will be immediately relieved of its duties and the receivership ordered by the Maricopa County Superior Court in Case No. CV 2010- 00639 will be terminated. Hannay will immediately transfer any and all sums then held by Hannay in connection with the Real Property (less any sums to be transferred to MDC under the Agreement and other amounts necessary to cover receivership expenses) to the debtor in possession account. About Bryan/Moore Development Mesa, Arizona-based Bryan/Moore Development, LLC, filed for Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. D. Ariz. Case No. 10-09233). McGuire Gardner P.L.L.C. assists the Debtor in its restructuring efforts. The Company scheduled $15,525,000 in assets and $13,166,621 in liabilities as of the Chapter 11 filing. CARTER'S GROVE: Section 341(a) Meeting Scheduled for March 22 ------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Carter's Grove, LLC's creditors on March 22, 2011, at 9:00 a.m. The meeting will be held at San Francisco U.S. Trustee Off, Office of the U.S. Trustee, 235 Pine Street, Suite 850, San Francisco, CA 94104. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Carter's Grove San Francisco, California-based Carter's Grove, LLC, owns the historic Williamsburg, Virginia -area mansion named Carter's Grove. Halsey M. Minor owns the Company and bought the Carter's Grove mansion for $15.3 million in 2007, at the height of the real estate bubble. Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30554) on Feb. 14, 2011. Debra I. Grassgreen, Esq., at Pachulski, Stang, Ziehl, And Jones LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. CATHOLIC CHURCH: Milwaukee Has No Equity Holders, Says Marek ------------------------------------------------------------ Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure, John J. Marek disclosed that the Archdiocese of Milwaukee has no equity security holders. Mr. Marek is the Archdiocese's treasurer and chief financial officer. According to Mr. Marek, as a religious organization, the Archdiocese has no significant, ongoing for-profit business activities or business income. Revenue for the Archdiocese principally comes from a variety of sources, including donations, parish assessments, some fee-based services, the annual Catholic Stewardship Appeal, cemetery revenues and grants from charitable funds and other charities, portions of which are also subject to donor restrictions. 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: Milwaukee Wins OK for Bear Realty as Broker ------------------------------------------------------------ The United States Bankruptcy Court for the Eastern District of Wisconsin authorized the Archdiocese of Milwaukee to employ Bear Realty, Inc., as its real estate broker. Judge Susan V. Kelley ruled that when the Archdiocese seeks approval of the sale of the property at 8320 402nd Avenue, Town of Wheatland, in Kenosha County, Wisconsin, for which Bear Realty is serving as the real estate broker, included in that request will be a request for approval of compensation for Bear Realty on the terms outlined in the application. Bear Realty will receive a commission of 6% of the purchase price of the Kenosha Property, which commission percentage will serve as a fee cap for Bear Realty's engagement in the case, Judge Kelly said. Prior to the Petition Date, the Archdiocese employed retained Bear Realty as its real estate agent for the sale of the property at 8320 402nd Avenue, Town of Wheatland, in Kenosha County, Wisconsin, Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, tells Judge Kelley. He avers that the uninterrupted service of Bear Realty is vital to maximize the value of the bankruptcy estate. Subject to the Court's approval, Bear Realty will continue to serve as the real estate broker for the Kenosha Property as well as render these additional services: -- marketing the Kenosha Property to obtain the highest and best price possible for the Archdiocese; and -- providing consultation to the Archdiocese in connection with the sale of the Kenosha Property. Pursuant to Rule 2014 of the Local Rules of the United States Bankruptcy Court for the Eastern District of Wisconsin, the Archdiocese seeks permission to pay Bear Realty a commission of 6% of the purchase price of the Kenosha Property. The commission will, in accordance with Local Rule 2014, serve as a fee cap for Bear Realty's engagement in the reorganization case. Mr. Diesing says that Bear Realty will seek payment for its professional services at the time the Kenosha Property is sold. Justin D. Snyder, a member of Bear Realty, assures Judge Kelley that his firm does not currently represent any of the Archdiocese's secured creditor or its 20 largest unsecured creditors as of Jan. 4, 2011. He adds that Bear Realty has likely provided services unrelated to the Archdiocese to companies and individuals that have conducted business with the Archdiocese, and who may be creditors of the bankruptcy estate. 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: Wilm. Removal Period Extended Until April 26 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended to April 26, 2011, the period within which the Catholic Diocese of Wilmington, Inc., may remove various civil actions pending as of the Petition Date. 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 Oct. 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: Praesidian-Led Auction for 20 Stores on March 31 ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the 20 remaining Charlie Brown's Steakhouse restaurants will be sold for $5.2 million to an affiliate of Praesidian Capital Opportunity Fund III-A LP unless a higher bid turns up at auction on March 31. There will be a hearing in bankruptcy court on March 9 to approve auction and sale procedures. If the bankruptcy judge goes along, other bids would be due March 28. The buyer has the right to drop as many as three restaurants. The purchase price would be adjusted by formula. According to Mr. Rochelle, Charlie Brown's, the official creditors' committee and the principal lender have an agreement in principle giving part of the sale proceeds to unsecured creditors. Unsecured creditors will receive $125,000 plus 4% of net sale proceeds after expenses. From the unsecured creditors' portion, the first $250,000 won't be shared with secured lenders on account of their deficiency claims. About CB Holding New York-based CB Holding Corp. operated 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 acquire 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 received an order from Bankruptcy Judge Mary Walrath extending its exclusive periods 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 Aug. 12 to solicit support for the plan. The order is without prejudice for a request by the Debtor for another extension. CENTAUR LLC: Has Until May 23 to Assume or Reject VVD Lease ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Centaur, LLC, and its affiliates, the period within which Centaur PA Land, LP, and Valley View Downs, LP, may assume or reject a certain unexpired lease of nonresidential real property for an additional 90 days through and including May 23, 2011. Lessor Centaur PA and lessee Valley View Downs entered into an agreement whereby the Lessor agreed to lease to the Lessee certain nonresidential real property in Lawrence County, Pennsylvania, to be used in connection with the Debtors' future anticipated racing and gaming operations at a development to be called Valley View Downs. The VVD Lease commenced on Oct. 30, 2007, and has an initial term of 29 years and 11 months, during which the Lessor is obligated to pay the Lessee an annual rent of $2 million. "Given the nature of the Debtors' businesses and the unique opportunity that the Debtors hold to sell the right to develop Valley View Downs, the VVD Lease is important to the Debtors' efforts to maximize the value of that opportunity. As such it is critical to the success of the Debtors' efforts that they obtain the maximum benefits under the VVD Lease and make prudent business decisions as to the timing of assumption or rejection," the Debtors said. On Feb. 17, 2010, the Valley View Downs Debtors filed a motion for extension of the time period in which the Valley View Downs Debtors may assume or reject an unexpired lease of nonresidential real property. By court order dated Feb. 23, 2010, the deadline was extended for 90 days until May 26, 2010. On May 4, 2010, the Debtors filed a second motion extension of the time in which the Valley View Downs Debtors may assume or reject an unexpired lease of nonresidential real property. By court order dated May 21, 2010, the deadline was extended for 90 days until Aug. 24, 2010. On July 7, 2010, the Debtors filed a third motion for an extension of the time period in which the Valley View Downs Debtors may assume or reject an unexpired lease of nonresidential real property. By court order dated July 28, 2010, the Court approved the deadline was extended for 90 days until Nov. 22, 2010. On Oct. 12, 2010, the Debtors filed a fourth motion for an extension of the time period in which the Valley View Downs Debtors may assume or reject an unexpired lease of nonresidential real property. By court order dated Nov. 1, 2010, the deadline was extended for 90 days until Feb. 21, 2011. 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. CENTRALIA OUTLETS: Has Access to Cash Collateral Until May 15 ------------------------------------------------------------- Centralia Outlets, LLC, obtained final authorization from the Hon. Brian Lynch of the U.S. Bankruptcy Court for the Western District of Washington to use cash collateral through and including May 15, 2011. In February 2007, the Debtor executed a promissory note in favor of Intervest-Mortgage Investment Company in the amount of $30,750,000. In connection with the loan, the Debtor also executed various other documents, including a construction loan agreement in February 2007, and a deed of trust, assignment of rents and security agreement pursuant to which it granted Intervest a lien against the real property and improvements comprising the Debtor's Outlet Mall and an assignment of leases and rents therefrom and an assignment of leases and cash collateral. Intervest assigned its interests in the loan documents to Sterling Savings Bank. As of Dec. 2, 2010, the Debtor owed the Bank $24,268,584. The Bank has asserted that it holds all rights as lender under the loan documents. James L. Day, Esq., at Bush Strout & Kornfeld, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the cash collateral pursuant to a budget, a copy of which is available for free at: http://ResearchArchives.com/t/s?73b4 The Bank's security interests and liens in and to post-petition rents and other income arising from leases entered into prior to the Petition date, and in those leases themselves, will continue to the full extent that such security interests and liens were valid, subsisting and perfected as of the Petition Date. In addition, solely to the extent of any diminution in the value of the interest of the Bank in the Prepetition Collateral, the Bank is hereby granted security interests and liens in and to (i) all leases that the Debtor has entered into or may enter into following the Petition Date, and (ii) all rents and other income the Debtor receives on account of leases entered into following the Petition Date. In addition, the Debtor will continue to pay the Bank on a monthly basis interest-only payments at the non- default rate as provided for under the Loan Documents pending further order of the Court. About Centralia Outlets Centralia Outlets LLC is the owner of the Centralia Factory Outlets mall in Centralia, Washington. The mall, located on Interstate 5 in Centralia, is 80% occupied, and generates net income, after debt service, of $80,000 to $100,000 a month. Centralia filed for Chapter 11 after receiving an order sending the mall to receivership. Sterling Bank prevailed on a state court to order the appointment of a receiver based on alleged non- financial defaults in the mortgage. The mall owner said that principal and interest payments were current on the $24.3 million owing to Sterling as of the petition date. Centralia filed for Chapter 11 protection on Dec. 3, 2010 (Bankr. W.D. Wash. Case No. 10-24529), after receiving an order sending the mall to receivership. James L. Day, Esq., at Bush Strout & Kornfeld, in Seattle, Washington, represents the Debtor. Perkins Coie LLP serves as Debtor's general bankruptcy counsel. The Debtor disclosed $29,206,999 in assets and $23,999,507 in liabilities. CINCINNATI BELL: Incurs $18.60MM Net Loss in 4th Quarter -------------------------------------------------------- Cincinnati Bell announced a net loss of $18.60 million on $362.80 million of revenue for the three months ended Dec. 31, 2010, compared with net income of $6.80 million on $345.20 million of revenue for the same period a year ago. The Company also reported net income of $28.30 million on $1.38 billion of revenue for the twelve months ended Dec. 31, 2010, compared with net income of $89.60 million on $1.34 billion of revenue during the prior year. The Company said "2010 results exceed all financial targets". The Company said that for the year, revenue was $1.4 billion, an increase of 3% from 2009 and a favorable result compared to guidance of $1.3 billion. Operating income for 2010 was $299 million, and net income of $28 million resulted in diluted earnings per share of 9 cents. Annual Adjusted EBITDA was $502 million, a 7% increase from 2009 and the first time annual Adjusted EBITDA has exceeded $500 million since 2003. Free cash flow for 2010 of $149 million exceeded guidance of $120 million by 24%. "We are extremely pleased to report strong 2010 results that exceeded the financial goals we established for the year," said Jack Cassidy, president and chief executive officer. "In addition to strong financial performance, 2010 marked a pivotal point in our company history as we embarked on a strategy to become the preferred data center colocation provider to the Fortune 1000 with our acquisition of CyrusOne. We look forward to the growth in 2011 and beyond that this strategy will bring to our shareholders." A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?73a4 About Cincinnati Bell Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio, provides telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana. * * * The Company carries a 'B+' corporate credit rating from Standard & Poor's. S&P said in November 2010 that the rating reflects the Company's highly leveraged financial risk profile, with expectations for limited discretionary cash flow after capital spending, which is currently elevated to expand its data center business. The Company has a 'B' Issuer Default Rating, and Stable outlook, from Fitch. Fitch said in November 2010 that 'B' IDR for reflects expectations for relatively high, albeit stable leverage and its diversified revenue profile. In addition, its wireline and wireless businesses generate strong free cash flows. In November 2010, Moody's Investors Service affirmed the Company's B1 Corporate Family Rating and Probability of Default Rating. The stable outlook is based on Moody's expectations that CBB will be able to maintain stable EBITDA levels by offsetting access line losses through increased efficiencies in its incumbent wireline operations and by growing data and broadband revenues in its wireless segment. COLLIER LAND: Has Interim OK to Hire Robert O Lampl as Counsel -------------------------------------------------------------- Collier Land & Coal Development, LP, sought and obtained interim authorization from the Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robert O Lampl Law Office as bankruptcy counsel, nunc pro tunc to the Chapter 11 filing. Robert O Lampl will, among other things: a. assist the Debtor in, among other things, the administration of its estate; b. represent the Debtor on matters involving legal issues that are present or are likely to arise in the case; c. prepare any legal documentation on behalf of the Debtor; and d. review reports for legal sufficiency. Robert O Lampl will be paid based on the rates of its professionals: Robert O Lampl $400 John P. Lacher $375 Elsie R. Lampl $250 Paralegal $125 To the best of the Debtor's knowledge, Robert O Lampl does not hold any interest adverse to the Debtor's estate and creditors, and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. A nonevidentiary hearing on the Debtor's request to be allowed to employ Robert O Lampl will be held only if objections are filed on March 10, 2011 at 9:00 a.m. About Collier Land Clairton, Pennsylvania-based Collier Land & Coal Development, LP, began its operations in 2007 with the intention of mining the coal on the real estate and then subdividing the land and selling approximately 59 buildable lots to developers. The Company filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. Pa. Case No. 10-22059). Robert S. Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law Firm, P.C., serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets at 10 million to $50 million and debts at $1 million to $10 million, as of the petition date. COLLIER LAND: Parkvale Bank Wants Case Converted to Chapter 7 ------------------------------------------------------------- Parkvale Bank asks the Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the Western District of Pennsylvania to convert Collier Land & Coal Development, LP's Chapter 11 case to Chapter 7. Prior to the Petition Date, the Debtor executed and delivered to the Parkvale three promissory notes in the aggregate amount of $2,970,000. The Debtor defaulted under the terms of Notes by failing to make payments when due. As of Feb. 1, 2011, the Indebtedness is $1,758,924 plus professional fees, expenses and accruing interest. According to Parkvale, the Debtor's attempt to reorganize under Chapter 11 of the U.S. Bankruptcy Code has failed. "The Debtor operated a coal mining business that could not mine enough coal to pay its ongoing operating expenses, let alone reorganize. Since late September 2010, the Debtor has tried to sell the coal mine. The Debtor's principals, who have spearheaded this undertaking, appear to be acting in their own interests in order to recoup their investments or secure future employment, all to the detriment of the Debtor's creditors," Parkvale says. Parkvale says that conversion to Chapter 7 is clearly in the best interest of the creditors as it will provide for prompt payment of claims, instead of further delay that only benefits the Debtor's limited partners fanciful plans to sell this failure of a coal mine. Parkvale's motion is scheduled for a nonevidentiary hearing on March 4, 2011, at 9:15 a.m. Parkvale is represented by Tucker Aresnberg, P.C. About Collier Land Clairton, Pennsylvania-based Collier Land & Coal Development, LP, began its operations in 2007 with the intention of mining the coal on the real estate and then subdividing the land and selling approximately 59 buildable lots to developers. The Company filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. Pa. Case No. 10-22059). Robert S. Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law Firm, P.C., serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets at 10 million to $50 million and debts at $1 million to $10 million, as of the petition date. CROWN RANCH: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Crown Ranch Development, Ltd. dba Crown Ranch c/o Michael Durrschmidt 700 Louisiana, Suite 2550 Houston, TX 77002 Tel: (713) 220-9165 Bankruptcy Case No.: 11-90052 Chapter 11 Petition Date: February 21, 2011 Court: United States Bankruptcy Court Eastern District of Texas (Lufkin) Debtor's Counsel: Michael Durrschmidt, Esq. HIRSCH & WESTHELMER, P.C. 25th Floor, Bank of America Center 700 Louisiana Houston, TX 77002 Tel: (713) 220-9165 E-mail: mdurrschmidt@hirschwest.com Scheduled Assets: $471,610 Scheduled Debts: $21,532,517 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txeb11-90052.pdf The petition was signed by Harold L. Estss, president of Eztex, Inc., general partner of debtor. CONEX INTERNATIONAL: Hit with Involuntary Ch. 11 Petition --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Conex International LLC and affiliate Advantage Blasting & Coating Inc. were hit with involuntary Chapter 11 petitions filed on Feb. 20 in Delaware by three lenders owed $97.3 million. Beaumont, Texas-based Conex provides plant maintenance and construction services for the refining and petrochemical industries. The lenders who filed the petitions are Wells Fargo Bank NA, Bank of Montreal, and The Prudential Insurance Co. of America. CONEX INTERNATIONAL: Involuntary Chapter 11 Case Summary -------------------------------------------------------- Alleged Debtor: Conex International, LLC 13879 U.S. Highway 90 Beaumont, TX 77713 Bankruptcy Case No.: 11-10502 Involuntary Chapter 11 Petition Date: February 20, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Petitioners' Counsel: Stuart M. Brown, Esq. EDWARDS ANGELL PALMER & DODGE LLP 919 N. Market Street, 15th Floor Wilmington, DE 19801 Tel: (302) 777-7770 Randall L. Klein, Esq. GOLDBERG KOHN LTD 55 E. Monroe Street, Suite 3300 Chicago, IL 60603 Tel: (312) 201-4000 Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Wells Fargo Bank, N.A., for Credit Agreement not less than itself and as Agent Default $25,666,667 90 S. 17th Street, 19th Floor Minneapolis, MN 55479 Bank of Montreal, for itself and Credit Agreement not less than as subagent of Agent Default $17,666,667 115 S. LaSalle Street Chicago, IL 60603 The Prudential Insurance Company Credit Agreement not less than of America, for itself and as Default $10,595,733 subagent of Agent 18th Floor, Gateway Center Three 100 Mulberry Street Newark, NJ 07102 DENNY'S CORPORATION: Reports $2.73 Million Net Income in Q4 ----------------------------------------------------------- Denny's Corporation announced net income of $2.73 million on $135.88 million of total operating revenue for the quarter ended Dec. 29, 2010, compared with net income of $17.88 million on $140.47 million of total operating revenue for the quarter ended Dec. 30, 2009. The Company also reported net income of $22.71 million on $548.47 million of total operating revenue for the year ended Dec. 29, 2010, compared with net income of $41.55 million on $608.10 million of total operating revenue for the year ended Dec. 30, 2009. The Company's balance sheet at Dec. 29, 2010 showed $311.21 million in total assets, $414.92 million in total liabilities and a $103.71 million shareholders' deficit. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?73a7 About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. Denny's carries 'B2' corporate family and probability of default ratings from Moody's Investors Service and a 'B+' corporate credit rating from Standard & Poor's. DJSP ENTERPRISES: Subsidiary Reduces Workforce by 90 Employees -------------------------------------------------------------- On Feb. 15, 2011, DJSP Enterprises, Inc.'s subsidiary, DJS Processing, LLC, informed affected employees of an immediate reduction in its total work force by 90 employees. These further staff reductions are the result of the continued reduction in demand for the services of DJS Processing, LLC and its affiliates announced last year. The Company estimates that it will record charges of between approximately $125,000 and $150,000 for termination-related benefits, all of which will result in cash expenditures by the Company during the current and subsequent fiscal quarters. About DJSP Enterprises Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq: DJSP, DJSPW, DJSPU) provides a wide range of processing services in connection with mortgages, mortgage defaults, title searches and abstracts, REO (bank-owned) properties, loan modifications, title insurance, loss mitigation, bankruptcy, related litigation and other services. Its principal customer is The Law Offices of David J. Stern, P.A. It has additional operations in Louisville, Kentucky and San Juan, Puerto Rico. Its U.S. operations are supported by a scalable, low-cost back office operation in Manila, the Philippines, that provides data entry and document preparation support for its U.S. operations. As reported in the Jan. 20, 2011 edition of the TCR, DAL Group, LLC, a subsidiary of DJSP Enterprises, has obtained waivers on notes held by these parties for payments due through April 1, 2011: Amount of Note -------------- Law Offices of David J. Stern, P.A. $47,869,000 Chardan Capital, LLC, $1,000,000 Chardan Capital Markets, LLC $250,000 Kerry S. Propper $1,500,000 The waivers were sought by DAL as it develops and implements plans to restructure its ongoing operations to reflect its significantly reduced revenues and operations and the other changes. DAL did not make the interest payments due Jan. 3, 2011 for (i) unsecured term notes in the aggregate principal amount of $1,600,000 (ii) and a $500,000 term note issued by Cornix Management, LLC. DAL is seeking waivers from the holders of the unsecured notes and Cornix of principal and interest payments otherwise due under these notes, and the default interest rates under these notes, through April 1, 2011. DAL has entered into a forbearance agreement with BA Note Acquisition, LLC, pursuant to which BNA has agreed to forbear from taking action on a $5.5-million line of credit until March 9, 2011. ECHO TRAILER: RDSD Holdings Lawsuit Blamed for Filing ----------------------------------------------------- Steve Green at the Las Vegas Sun notes that Echo Trailer Park LLC filed for bankruptcy after it was sued Feb. 1, 2011, in Clark County District Court by lender RDSD Holdings LLC. RDSD is owed $2.6 million. According to the report, RDSD Holdings alleged contractual breaches and sought appointment of a receiver, but court records indicate the bankruptcy was filed before the court acted on the receivership request. Echo Trailer Park LLC owns a mobile home and trailer park at 1322 S. Mojave Road, near Charleston Boulevard and Pecos Road, in Las Vegas, Nevada. Echo Trailer filed a Chapter 11 petition (Bankr. D. Nev. Case No. 11-12247) on Feb. 18, 2011. David Mincin, Esq., at Law Offices of Richard Mcknight, P.C., in Las Vegas, serves as counsel to the Debtor. In its schedules, the Debtor disclosed $2,829,433 in assets and $2,662,397 in liabilities as of the Chapter 11 filing. Yesterday's edition of the Troubled Company Reporter published a case summary for Echo Trailer. EMIVEST AEROSPACE: Lease Decision Deadline Extended to May 18 ------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware has granted Emivest Aerospace Corporation's request to extend the deadlines by which the Debtor may assume or reject its leases. The Court has extended by 90 days, or until May 18, 2011, by which the Debtor may assume or reject unexpired leases of nonresidential real property. The Leases include: (i) San Antonio International Airport lease dated March 28, 1986, and (ii) the lease and airport use agreement dated as of April 19, 1985, by and between Eastern West Virginia Airport Authority, and Sino-Swearingen, L.P., nka Emivest Aerospace Corporation, as lessee. The Court has also extended the deadline to assume or reject the San Antonio lease and the West Virginia lease by an additional 180 days, or until Nov. 14, 2011, upon consent of the lessor. As of the Petition Date, the Debtor was party to more than 500 executory contracts and unexpired leases, several of which are unexpired leases of nonresidential real property. The Debtor is in the process of evaluating each of its unexpired leases of nonresidential real property. The leases are critical to the Debtor's operations and include, among others, leases for aircraft hangars and airport facilities, the Debtor's manufacturing facilities and storage facilities. About Emivest Aerospace Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a U.S.-based aircraft manufacturing company and a subsidiary of Emirates Investment & Development PSC. Emivest Aerospace Corporation produces the SJ30 light jet. Emivest Aerospace Corporation filed for Chapter 11 protection on Oct. 20, 2010 (Bankr. D. Del. Case No. 10-13391). Emivest estimated assets and debts between $50 million and $100 million. Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, serves as counsel to the Debtor. ENERGY FUTURE: Reports $2.812 Billion Net Loss in 2010 ------------------------------------------------------ Energy Future Holdings Corp. announced in a press release Friday its consolidated financial results for the fourth quarter and year ended Dec. 31, 2010. "We delivered a strong year of operational and financial performance in 2010," said John Young, CEO, Energy Future Holdings. "We completed construction of Oak Grove 2, had excellent nuclear performance at Comanche Peak, improved customer care in the retail markets and increased our investment in smart grid technologies. We will continue to focus on operational excellence, customer care and financial discipline in 2011 while working to improve our balance sheet." Fourth Quarter GAAP Results For the fourth quarter 2010, EFH reported consolidated net income of $161 million compared to reported net income of $137 million for the fourth quarter 2009. The fourth quarter 2010 reported net income included (all after tax) $417 million in debt extinguishment gains resulting from fourth quarter 2010 debt exchanges and repurchases, $218 million in unrealized mark-to- market net gains on interest rate swaps entered into to hedge variable-rate interest expense, and a $75 million gain on the termination of a long-term power sales contract. These items were partially offset by $254 million in commodity-related unrealized mark-to-market net losses largely related to positions in EFH's natural gas hedging program. The fourth quarter 2009 reported net income included (all after tax) $330 million in unrealized mark-to-market net gains largely related to the Company's natural gas hedging program, $110 million in unrealized mark-to-market net gains on interest rate swaps, a $56 million debt extinguishment gain resulting from a fourth quarter 2009 debt exchange and a $14 million reversal of an outsourcing transition liability recorded in purchase accounting due to a shorter than planned transition period. These items were partially offset by a noncash impairment charge of $22 million for the carrying value of land. As previously announced, effective with reporting of first quarter 2010 results, EFH adopted an accounting standard that amends prior accounting with respect to consolidation of equity investees. As a result, in consideration of the Oncor Electric Delivery Company, LLC (Oncor) ring-fencing measures that restrict the operating control that can be exercised by EFH and after consultation with the SEC, Oncor has been deconsolidated from EFH's consolidated financial statements. The results of Oncor and the Oncor ring- fenced entities are now presented in EFH's income statement in a single line item. Full Year GAAP Results For the twelve months ended Dec. 31, 2010, EFH reported a net loss of $2.812 billion compared to net income of $344 million for the full year 2009. The full year 2010 reported net loss included a noncash goodwill impairment charge of $4.100 billion in the third quarter 2010, $134 million in unrealized mark-to-market net losses on interest rate swaps and $8 million of increased net cost recorded as a result of the health care legislation enacted by Congress in March 2010. This legislation resulted in a $50 million cost increase related to EFH's retiree health care liability, $42 million of which was offset by a regulatory asset recorded by Oncor. Full year 2010 reported results benefited from $1.168 billion in debt extinguishment gains resulting from debt exchanges and repurchases, $786 million in unrealized mark-to- market net gains largely related to positions in EFH's natural gas hedging program, a $146 million reduction of income tax expense due to the expected resolution of an IRS tax audit for 1997 through 2002, and a $75 million gain on termination of a long-term power sales contract. Amounts are after tax except for the goodwill impairment, which has no tax benefit. The goodwill impairment charge reflected the estimated effect of lower wholesale power prices on the future cash flows of Texas Competitive Electric Holdings (TCEH), driven by the sustained decline in forward natural gas prices, and declines in market values of comparable companies. The impairment charge has no impact on liquidity and will not cause EFH or its subsidiaries to be in default under any of their respective debt agreements. The full year 2009 reported net income included (after tax) $788 million in unrealized mark-to-market net gains related to commodity positions, $452 million in unrealized mark-to-market net gains on interest rate swaps and a $56 million debt extinguishment gain resulting from a fourth quarter 2009 debt exchange. These items were partially offset by a noncash goodwill impairment charge of $90 million and $22 million related to a noncash impairment charge for the carrying value of land. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. A full-text copy of the press release is available for free at: http://researcharchives.com/t/s?73ad A full-text copy of Form 10-K is available for free at: http://researcharchives.com/t/s?73ae About Energy Future Holdings EFH -- http://www.energyfutureholdings.com/-- is a Dallas-based holding company engaged in competitive and regulated energy market activities, primarily in Texas. Its portfolio of competitive businesses consists primarily of TXU Energy, a retail electricity provider with approximately 2 million customers in Texas, and Luminant, which is engaged largely in power generation and related mining activities, wholesale power marketing and energy trading. Luminant has approximately 15,400 MW of generation in Texas, including 2,300 MW fueled by nuclear power and 8,000 MW fueled by coal. Luminant is also the largest purchaser of wind-generated electricity in Texas and fifth largest in the United States. EFH's regulated operations consist of Oncor, which operates the largest electricity distribution and transmission system in Texas with more than three million delivery points, 103,000 miles of distribution conductors and 15,000 miles of transmission lines. While EFH indirectly owns approximately 80 percent of Oncor, the management of Oncor reports to a separate board with a majority of directors that are independent from EFH. * * * In October 2010, Moody's Investors Service downgraded the Corporate Family Rating for Energy Future's to Caa2 from Caa1; downgraded EFH's Probability of Default Rating to Caa3 from Caa2 and affirmed the SGL-4 Speculative Grade Liquidity assessment. EFH's rating outlook remains negative. "The downgrade is triggered by the persistent environment of low natural gas and power commodity prices and low average heat rates, which collectively drag down EFH's current and expected cash flow generation. There is little evidence indicating a significant improvement to natural gas commodity prices, and as a result, EFH is likely to remain in financial distress," Moody's said. Energy Future carries a 'CCC' issuer default rating from Fitch Ratings. EPICEPT CORP: Will Host Call on 2010 Results Tomorrow ----------------------------------------------------- EpiCept Corporation announced Friday that it will host a conference call to discuss its fourth quarter and full year 2010 operating and financial results on Thursday, Feb. 24, 2011, at 9:00 a.m. Eastern time. The call will follow the release of these financial results earlier in the day at 12:01 a.m. Eastern time. To participate in the live call and be able to participate in the question and answer session, please dial from the U.S. and Canada (877) 809-8594 or from international locations (706) 758-9407 (please reference access code 46419978) prior to the start of the conference. The conference call will also be broadcast live in listen-only mode on the Internet and may be accessed at www.epicept.com. The web cast will be archived for 90 days. A telephone replay of the call will be available for seven days by dialing from the U.S. and Canada (800) 642-1687 or from international locations (706) 645-9291 (please reference reservation number 46419978). About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company's balance sheet at Sept. 30, 2010, showed $6.7 million in total assets, $20.9 in total liabilities, and a stockholders' deficit of $14.2 million. * * * As reported in the Troubled Company Reporter on March 18, 2010, Deloitte & Touche LLP in Parsippany, New Jersey, expressed substantial doubt against EpiCept's ability continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company has recurring losses from operations and a stockholders' deficit of $9.1 million at Dec. 31, 2009. GARDEN OPERATION: H&H Bagels Owner in Chapter 11 ------------------------------------------------ Bankruptcy Law360 reports that Garden Operation Realty LP blamed the economic downturn as well as ongoing litigation for its Chapter 11 bankruptcy. Garden Operation is the parent of New York bagel manufacturer H&H Bagels. H&H Bagels is a renowned bagel store at 80th Street and Broadway in Manhattan. The Company disclosed $1.4 million in assets and $5.1 million in liabilities in its bankruptcy petition. The Debtor said it owes $3.4 million to the Internal Revenue Service. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Garden Operation is controlled by Helmer Toro, who founded H&H in 1972. Mr. Toro was sentenced last year to spend weekends in jail for a year for failure to pay $500,000 in employee withholding and unemployment insurance taxes. He was also directed to make restitution. Garden Operation Realty filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-10668) in Manhattan on Feb. 17, 2011. Randy M. Kornfeld, Esq., at Kornfeld & Associates, P.C., in New York, represents the Debtor in the Chapter 11 case. Yesterday's edition of the Troubled Company Reporter published a case summary for Garden Operation Realty. GARY PHILLIPS: US Trustee Forms Six-Member Creditors Committee -------------------------------------------------------------- Daniel M. McDermott, the United States Trustee for Region 8, appointed six creditors to serve on an Official Committee of Unsecured Creditors of Gary Phillips Construction LLC. The members of the Committee are: a) Ernie E. Walker, President Ernest O. Walker, CEO Transit-Mix Concrete Company Inc 110 City Garage Road PO Box 1275 Johnson City, Tennessee 37605-1275 Tel: 423-928-2128 b) Armand Lockett, Dist. Financial Manager Sherwin Williams Paint Company 108 Mount Castle Dr. Johnson City, Tennessee 37601 Tel: 615-414-6863 c) David Preston Preston-McNees Specialty Woodworking 720 Rolling Hills Dr. Johnson City, Tennessee 37604 Tel: 423-928-9672 d) Mark S. Durkee, President Public Drainage Supply, Inc. 260 Shanks Road Blountville, Tennessee 37617 Tel: 423-538-0161 e) Glenn Gilbert Braken Paving P.O. Box 926 Blountville, Tennessee 37617 Tel: 423-741-5235 f) Barbara Weidner Volunteer Oil Co. Inc. 2020 E. Fairview Avenue Johnson City, Tennessee 37601 Tel: 423.791.5627 At the first meeting of the Creditors Committee held on Jan. 7, E.O. Walker and E.E. Walker were elected Co-Chairmen of the Committee. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Gary Phillips Construction Piney Flats, Tennessee-based Gary Phillips Construction, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-53097) on Dec. 3, 2010. Fred M. Leonard, Esq., who has an office in Bristol, Tennessee, serves as the Debtor's counsel. In its schedules, the Debtor disclosed $13,255,698 in total assets and $7,614,399 in total debts as of the Petition Date. GENERAL GROWTH: New GGP Seeks to Appear in Borders' Bankr. Case --------------------------------------------------------------- GGP Limited Partnership, as direct and indirect owner of landlord or managing agent for certain malls of General Growth Properties, Inc. ("New GGP"), filed a notice of appearance and request for copies of all notices and pleadings in Borders Group, Inc.'s Chapter 11 case. Book retailer Borders filed for Chapter 11 protection on Feb. 16, 2011. GGP also disclosed that it is a landlord for these Borders-owned stores, representing about 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 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 November 1, 2010 received common stock in both companies. The new GGP, which will commence trading November 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: Allstate Says Plan Not Insurance Neutral -------------------------------------------------------- Allstate Insurance Company, solely as successor-in-interest to Northbrook Excess and Surplus Insurance Company, f/k/a Northbrook Insurance Company, alleges that the Amended Joint Chapter 11 Plan of Reorganization impairs the rights of Northbrook, is not insurance neutral and affects Northbrook's rights and remedies without providing compensation for those claims. Under the Plan, the Debtors proposed to transfer of all pre-1986 general liability insurance policies, whether as executory contracts or not, to the Asbestos Insurance Trusts Assets. Stefano Calogero, Esq., at Windels, Marx, Lane & Mittendor, LLP, in Madison, New Jersey -- scalogero@windelsmarx.com -- argues the Debtors' action impermissibly strip insurers of coverage defenses following confirmation of the Plan. Indeed, nowhere in the Plan or the Disclosure Statement is there any hint as to what the DIP Lenders intend to do with the asbestos insurance assets, he asserts. Likewise, the Plan did not provide any list of what specific policies are to be transferred to the Asbestos Insurance Assets Trust, he points out. The Plan fails to acknowledge that these unnamed policies, including presumably the policies issued by Northbrook contain terms and conditions which must be complied with in order for there to be any coverage under those policies, he stresses. Mr. Calogero further contends that the Plan further peels away insurers' rights to object to claims. "This is compounded by the lack of insurance neutrality language, thus failing to protect insurers' rights so that the Plan will not cause injury to insurers, depriving them of standing to object," he emphasizes. Without insurance neutrality language, the Plan does not make clear that the Debtors or the Asbestos Insurance Assets Trust have to comply with all of their obligations under the Northbrook Policies, including requirements to provide notice of claims and to cooperate in the settlement and defense of claims, he tells the Court. 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 September 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: Centerpoint Wants to Keep Rights Under Lease ------------------------------------------------------------ Centerpoint Associates, LLC, f/k/a Centerpoint Associates Limited Partnership, objects to any terms in the Environmental Response Trust Consent Decree and Settlement Agreement in the Amended Joint Chapter 11 Plan of Reorganization, which might be construed as a modification of Centerpoint's rights under a ground lease with Motors Liquidation Company. Pursuant to a ground lease, Centerpoint asserts that it is entitled to a right of first refusal with regard to the sale of any of the Leased Premises to another party. Centerpoint has 30 days from written notice in which to decide whether to match any bona fide offer to purchase the Leased Premises from the Debtor, Dianne S. Ruhlandt, Esq., at Erman, Teicher, Miller, Zucker & Freedman, P.C., in Southfield, Michigan -- druhlandt@ermanteicher.com -- relates. More importantly, Centerpoint has an unfettered right to match any offer and to purchase the underlying property, regardless of the criteria for sale, she says. Accordingly, Centerpoint objects to any transfer of MLC's interest in the Ground Lease or to any transfer of any of the Leased Premises without proper notice being provided to the Centerpoint and without Centerpoint having an appropriate opportunity to evaluate the proposed sale and to object to that, if warranted. It also must be emphasized that any sale, transfer or development of the Leased Premises remains subject to the Ground Lease and the terms of the Ground Lease cannot be modified by a transfer to a third party, Ms. Ruhlandt asserts. Centerpoint, however, does not object to the quit-claim transfer from the Debtor to the ERT so long as that transfer is not deemed a sale within the terms of the Ground Lease and so long as the transfer to the ERT includes an assumption of the Ground Lease in its entirety and the terms of the ERT Agreement do not modify or nullify any of Centerpoint's rights and remedies under the Ground Lease, Ms. Ruhlandt tells the Court. 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: Env. Agencies Say Plan Fails Sec. 1129 Provisions ----------------------------------------------------------------- The Town of Salina and the County of Onondaga, both of the State of New York; the New York State Department of Environmental Conservation and the California Department of Toxic Substances Control object to the Amended Joint Chapter 11 Plan of Reorganization because it is unfair and fails to comply with the requirements of Section 1129 of the Bankruptcy Code. Counsel to the Town of Salina, Lee E. Woodard, Esq., at Harris Beach PLLC, in Syracuse, New York -- lwoodard@harrisbeach.com -- asserts having its claims unresolved and treated as disputed will likely result in the Town of Salina being treated differently than other general unsecured creditors who are paid upon confirmation of the plan, in violation of Section 1129(b), he stresses. The Town of Salina also objects to the classification of its claims as part of Class 3 and maintains that its claims should be properly classified as Class 4 Claims. The Plan does not explain the different treatment between ERT Environmental Claimants, the Priority Order Site Claimants and Class 3 Claimants like the Town whose claims are also the result of the Debtors' contamination, he points out. The County of Onondaga insists that the Plan is not feasible as it is conditioned on events that have yet to occur and may never occur. The Plan proposes to satisfy all of the so-called property environmental claims but all of those claims are intended to be resolved in the context of six separate settlement agreements and a separate consent decree and settlement agreement between the Debtors and the U.S. Government, counsel for Onondaga County, Luis A. Mendez, Esq., senior deputy county attorney, in Syracuse, New York, notes. He asserts that until the Court approves the Environmental Response Trust Agreement and the Priority Sites Agreements, the Plan must be rejected as infeasible under Section 1129(a)(11). The County of Onondaga also objects to the Plan because it is internally inconsistent. He points out that the Plan proposes that if the Priority Order Settlement Agreements are not approved nothing in the Plan would not preclude additional payments to the Environmental Response Trust and that the Settlement Agreements indicate an ability to ask the Court to deposit the proposed Priority Site Agreement monies to the ERT Cushion Account. That language however is at odds with the provision of each proposed settlement that each settlement is a condition precedent to confirmation of the Plan, he emphasizes. NYSDEC and DTSC complain that the GUC Trust lacks sufficient controls and oversight to assure that their claims will be treated equitably. Counsel to NYSDEC, Maureen F. Leary, Esq., assistant attorney general, Albany, New York -- Maureen.Leary@ag.ny.gov -- contends that the Plan also allows Wilmington Trust Company to serve in many roles, which create the potential for a conflict of interest, if not an actual conflict. Aside from being an indenture trustee and a member of the Official Committee of Unsecured Creditors, the Plan further designates WTC as the GUC Trust Administrator and the Avoidance Action Trust Administrator post confirmation. She notes that WTC will be paid in full for its prepetition fees and expenses incurred as Indentured Trustee and will be paying itself administratively without judicial oversight as the GUC Trust Administrator. In this light, WTC is being treated more favorably under the Plan and GUC Trust than otherwise permitted under the Code's equitable scheme, she stresses. The Parties also oppose the injunctions under the Plan that continue past the effective date, overbroad third-party non-debtor releases, and the Court's retention of exclusive jurisdiction post-confirmation. 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: Old GM Proposes $420 Mil. Claims Reserve -------------------------------------------------------- Motors Liquidation Co., and its debtor-affiliates ask the Bankruptcy Court to approve: (i) the establishment of a $420 million-reserve on account of certain unliquidated and disputed claims or potential claims, which are not yet allowed as set forth in the Amended Joint Chapter 11 Plan of Reorganization; and (ii) certain procedures, consistent with the procedures established under the Plan for the establishment and administration of those disputed claims reserves. Under the Plan, the General Unsecured Claims Trust will set aside distributions for certain unliquidated and disputed claims, or potential claims filed in these Chapter 11 cases, which are not yet allowed. The Debtors are filing the Motion consistent with these provisions of the Plan and the GUC Trust Agreement. Despite the Debtors' intense efforts in the claims resolution process and their considerable success in addressing and resolving thousands of Claims, there remain potential unliquidated claims in Class 3 of the Plan that are yet to be resolved, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court. As of Feb. 11, 2011, the Debtors estimate that out of all of the General Unsecured Claims that may fall within Class 3, about 1,500 General Unsecured Claims remain fully unliquidated, 1,075 of which are subject to pending formal objections. As of the Effective Date, the Debtors expect that there will be about 425 fully unliquidated claims remaining. Against this backdrop, the establishment of the Fully Unliquidated Claims Reserve will allow for interim distributions on account of undisputed, Allowed General Unsecured Claims as soon as practicable after the Effective Date, while providing a mechanism to ensure later distributions to holders of unliquidated Disputed General Unsecured Claims should those Claims eventually become Allowed General Unsecured Claims, Mr. Smolinsky explains. The Fully Unliquidated Claims Reserve also does not limit the ability of any individual creditor to prove the amount of its Claim or to recover on the basis of that proven amount in accordance with the Plan, subject to the aggregate limit of the Unliquidated Claims Reserve, he assures the Court. To determine an appropriate reserve value for the unliquidated Disputed General Unsecured Claims, the Debtors and their professionals performed an extensive, nearly claim-by-claim analysis of the unliquidated Disputed General Unsecured Claims, Mr. Smolinsky says. Based on this extensive review and analysis, the Debtors' estimate of the reasonable high-end aggregate valuation of the Fully Unliquidated Disputed Claims to be about $370 million. The Debtors will seek to establish a total Fully Unliquidated Claims Reserve of $420 million, taking into account a $50 million "cushion" over and above the Debtors' estimate of the reasonable high-end aggregate valuation of the Fully Unliquidated Disputed Claims, Mr. Smolinsky explains. This cushion of $50 million, will allow for unforeseen contingencies in the claims resolution process in the unlikely event that the Fully Unliquidated Disputed Claims would be resolved in an aggregate amount exceeding the Debtors' good-faith, high-end estimate, he notes. Specifically, the Debtors seek to establish an initial distribution reserve amount for certain fully unliquidated General Unsecured Claims based on an aggregate claim amount of $420 million, a schedule of which is available for free at: http://bankrupt.com/misc/GM_FullyUnliquidatedClaims.pdf The Fully Unliquidated Claims Reserve is comprised of these primary components: (a) Unliquidated Claims. The Debtors seek to establish the Fully Unliquidated Claims Reserve for certain Disputed General Unsecured Claims in Class 3 that are fully unliquidated. (b) Executory Contract Rejection Claims. The Fully Unliquidated Claims Reserve will also account for certain future contingencies for presently unknown Claims that arise from rejection of executory contracts pursuant to the Plan. Under the Plan, the Rejection Damages Bar Date for contracts rejected pursuant to the Plan is proposed to be 30 days after the Effective Date of the Plan. Thus, the Debtors propose to reserve for rejection damage Claims that are not filed until after the establishment of the Fully Unliquidated Claims Reserve but prior to the Rejection Damages Bar Date. The number of contracts to be rejected and the resulting damage claims are not expected to be material. (c) Inadvertently Disallowed Claims. The Debtors have filed or will file objections to thousands of claims, and although the Debtors have taken steps to prevent inaccuracies in the notice of those objections, the Debtors may discover Disallowed Claims that may have been inadvertently disallowed in the course of the claims resolution process and the Debtors may need to provide for distributions for those claims should they become Allowed following the Effective Date. Consistent with the procedures established under the Plan for the creation and administration of the GUC Trust, the Debtors propose these additional Claims Reserve Procedures: A. Estimation of Individual Claims (a) In the event that the Debtors or the GUC Trust Administrator determine that it is necessary or appropriate to establish a maximum specific reserve on account of any unliquidated, Disputed General Unsecured Claim, the Debtors may file a Notice of Estimation of Disputed Claim for reserve purposes, setting forth the asserted amount to be reserved for those Disputed General Unsecured Claims and a summary of the grounds supporting the asserted amount. The Debtors or the GUC Trust Administrator will serve the Estimation Notice on the holder of the underlying Disputed General Unsecured Claims. An Estimation Notice also may be incorporated into an objected to a Disputed General Unsecured Claim. (b) The holder of a Disputed General Unsecured Claim will have 10 days to object after service of the Estimation Notice to the proposed Individual Claim Reserve, setting forth all objections to the proposed Individual Claim Reserve, together with any documentation supporting that objection, and serve that Estimation Objection upon the Debtors or the GUC Trust Administrator. (c) If an Estimation Objection is timely filed, the Debtors or the GUC Trust Administrator will confer with the objecting party to attempt to resolve the Estimation Objection and determine the appropriate Individual Claim Reserve for the Disputed General Unsecured Claim. Absent an agreement, either party may schedule a hearing on the Estimation Notice and the related Estimation Objection on not less than 14 days' notice. The Debtors or the GUC Trust Administrator may file a reply prior to the hearing. (d) If no Estimation Objection is timely filed, the holder of the Disputed General Unsecured Claims at issue will be deemed to have consented to the Individual Claim Reserve and will be forever enjoined and barred from objecting to that Individual Claim Reserve. In that event, the Estimation Notice will be deemed to constitute a final and nonappealable order of the Court establishing the Individual Claim Reserve, and the Debtors or the GUC Trust Administrator will not be required to reserve an amount in the GUC Trust that is greater than the Individual Claim Reserve on account of the Disputed General Unsecured Claims at issue. B. Disallowed Claims (a) Neither the Debtors nor the GUC Trust Administrator will be required to maintain any reserves in the Fully Unliquidated Claims Reserve on account of any Claim, or portion of it, that has been disallowed or denied by an order of the Court, notwithstanding any appeal or motion for reconsideration that may be filed by the holder of the Claim. A party seeking to appeal from or obtain reconsideration of a Denial Order may request prior to the Effective Date that the Court establish a reserve pending that appeal or reconsideration; provided the reserve for that Claim may not exceed any reserve in place prior to the entry of the Denial Order. (b) The Debtors reserve the right, following the Effective Date, to include certain Inadvertently Disallowed Claims in the Fully Unliquidated Claims Reserve should those Inadvertently Disallowed Claims become Allowed after the Effective Date. (c) To the extent the Debtors wish to include Inadvertently Disallowed Claims in the Fully Unliquidated Claims Reserve, the GUC Trust Administrator will file with the Bankruptcy Court a declaration: (i) setting forth the reason for the addition of the Improperly Disallowed Claims; and (ii) establishing that the amount of the Fully Unliquidated Claims Reserve is still reasonable in light of the addition of the Improperly Disallowed Claims. The GUC Trust Administrator will serve the Inadvertently Disallowed Claim Declaration on the holders of the remaining fully unliquidated Disputed General Unsecured Claims subject to the Fully Unliquidated Claims Reserve. (d) A holder of a Disputed General Unsecured Claims will have 10 days after service of the Inadvertently Disallowed Claim Declaration to object to the proposed inclusion of the Inadvertently Disallowed Claims in the Fully Unliquidated Claims Reserve, setting forth all objections to the proposed addition of the Inadvertently Disallowed Claims, and serve that objection upon the Debtors or the GUC Trust Administrator. (e) If an Inadvertently Disallowed Claim Objection is timely filed, the Debtors or the GUC Trust Administrator will confer with the objecting party to attempt to resolve the Inadvertently Disallowed Claim Objection. In the absence of that agreement, either party may schedule a hearing on the inclusion of the Inadvertently Disallowed Claims in the Fully Unliquidated Claims Reserve on not less than 14 day's notice. The Debtors or the GUC Trust Administrator will be entitled to file a reply prior to the hearing. (f) If no Inadvertently Disallowed Claim Objection is timely filed, the Fully Unliquidated Claims Reserve will be deemed to include the Inadvertently Disallowed Claims at issue and all parties-in-interest will be forever enjoined and barred from objecting to the inclusion of those Claims in the Fully Unliquidated Claims Reserve. Mr. Smolinsky clarifies that neither the Debtors nor the GUC Trust Administrator will be required to reserve any amounts on account of unliquidated General Unsecured Claims exceeding the proposed reserve amount. Likewise, the Debtors and the GUC Trust Administrator will not be required to increase the reserves proposed as a result of any amendments by the Claimant to the unliquidated General Unsecured Claims filed from and after the date of the Fully Unliquidated Claims Motion, he says. However, the Debtors reserve the right to seek Court permission to: (i) enlarge the amount of the Fully Unliquidated Claims Reserve in light of any new information received about the fully unliquidated General Unsecured Claims prior to the hearing on this motion; and (ii) reduce the amount of the Fully Unliquidated Claims Reserve to reflect a value reserved on account of any Disputed General Unsecured Claims that become Allowed as part of ongoing settlement discussions prior to the hearing on the Fully Unliquidated Claims Motion, or for any Disputed General Unsecured Claim for which an Individual Claim Reserve may be established prior to the hearing. Mr. Smolinsky tells the Court that the Debtors have expunged or reduced more than 23,721 Claims, resulting in a reduction of more than $180 billion in asserted claims, and have resolved or will resolve more than $74.4 billion in Claims through various entered or pending settlement agreements and the Plan. This effort demonstrates the Debtors' ability to properly and accurately estimate the Claims against the Debtors' estates, he asserts. Given the anticipated timing of confirmation of the Plan, the Debtors seek the Court's approval of the Fully Unliquidated Claims Reserve to balance the Debtors' ability to make meaningful distributions to holders of Allowed General Unsecured Claims in Class 3 as soon as reasonably practicable after the Effective Date, while not jeopardizing the potential recoveries for holders of Disputed General Unsecured Claims that may subsequently become Allowed, Mr. Smolinsky maintains. The Court will consider the Debtors' request on March 1, 2011. Objections are due Feb. 22. In the event that no objections to the Fully Unliquidated Claims Reserve Motion remain unresolved, the Debtors reserve their right to adjourn the hearing to March 3, 2011 and to seek approval of the Fully Unliquidated Claims Reserve as part of the Plan. 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) GREAT ATLANTIC & PACIFIC: Hilco to Lead Sale Process for 31 Leases ------------------------------------------------------------------ Hilco Real Estate, LLC, has been appointed real estate advisor to The Great Atlantic and Pacific Tea Company in its bankruptcy restructuring. In addition to its comprehensive role as consultant and lease restructuring advisor, HRE is managing A&P's disposition efforts, including the immediate sale of 31 leases on stores in the process of being shuttered. Gregory S. Apter, President of Hilco Real Estate, will lead the disposition team. The sale process will be managed by Ross Block, a senior disposition specialist. Mr. Apter commented, "These 31 locations range from 24,000 to 60,000 square feet. They are in prime locations in Connecticut, Delaware, Maryland, New Jersey, New York and Pennsylvania. Early interest in these sites has been significant and we expect that momentum to continue throughout the sale process." 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: DBD Cayman Disposed of Shares ------------------------------------------------------- DBD Cayman Limited and seven other investors disclosed in a Schedule 13G filing with the U.S. Securities and Exchange Commission dated Feb. 14, 2011, that they do not own any shares of common stock of The Great Atlantic & Pacific Tea Co. Inc. as of Dec. 31, 2010. The other investors are TCG Holdings Cayman II LP, TC Group Cayman Investment Holdings LP, TC Group CSP II LLC, CSP II General Partner LP, Carlyle Strategic Partners II LP and CSP II Coinvestment LP. 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: Elects Rayburn to Board of Directors -------------------------------------------------------------- The Great Atlantic & Pacific Tea Company Inc. has elected Greg Rayburn to its board of directors, according to the company's statement dated Feb. 4, 2011. Mr. Rayburn will replace Dr. Jens-Jurgen Bockel who has resigned from the Board. Mr. Rayburn has more than 28 years of experience leading companies and maximizing enterprise value through strategic and competitive challenges in a wide range of industries, including retail, freight, manufacturing, telecommunications, gaming, hospitality, home building and health care. A&P Chairman of the Board Christian Haub said, "We are pleased to welcome Greg to A&P's Board. His experience in leading companies through critical transitions will be invaluable to the Board. I am looking forward to working with Greg as we continue to execute on A&P's comprehensive turnaround under Sam Martin's leadership." Mr. Haub continued, "I also want to thank Jens for his contributions to the Board over nearly seven years. We wish him well in his future endeavors." Most recently, Mr. Rayburn served as the CEO of the New York City Off Track Betting Corporation, where, at the request of the Governor of New York, he developed a reorganization plan and led negotiations with State race tracks and unions. He has also served as CEO of Magna Entertainment Corporation, Syntax-Brillian Corporation, International Outsourcing Services, Muzak Holdings LLC and Sunterra Corporation. Earlier in his career, he was Chief Restructuring Officer of WorldCom -- then the largest U.S. bankruptcy filing to-date. Mr. Rayburn holds an M.A. in accounting and a B.S. in business and marketing from the University of Alabama. He is a member of the American Institute of Certified Public Accountants and serves as an expert witness in federal and state courts on issues including business viability, valuation, strategic plan assessment, fraud, damages and bankruptcy reorganizations. 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: Tengelmannn Has 54.3% Stake ----------------------------------------------------- In a Schedule 13D filing with the Securities and Exchange Commission dated Feb. 11, 2011, Tengelmann Warenhandelsgesellschaft KG and five other investors disclosed that they beneficially own shares of The Great Atlantic & Pacific Tea Co. Inc. common stock: No. of % of Shares Entity Shares Owned Outstanding ------ ------------ ----------- Tengelmann Warenhandelsgesellschaft KG 35,785,764 54.3% Tengelmannn Verwaltungs-und 35,785,764 54.3% Beteiligungs GmbH Emil Capital Partners LLC 1,290,393 2.0% Christian Wilhelm Erich Haub 36,398,835 55.3% Karl-Erivan Warder Haub 35,785,764 54.4% Erivan Karl Haub 36,130,864 54.9% As of Jan. 7, 2011, A&P had 53,852,470 shares of common stock outstanding. Tengelmann is engaged in general retail marketing. It owns, operates and has investments in, through affiliated companies and subsidiaries, several chains of stores, which principally sell grocery and department store items throughout the Federal Republic of Germany, other European countries and the United States. The general partners of Tengelmann are TVB and two of Erivan Karl Haub (EKH)'s sons, Christian Wilhelm Erich Haub (CH) and Karl-Erivan Warder Haub (KEH). CH and KEH are co-Chief Executive Officers and Managing Directors of Tengelmann. Tengelmann's limited partners are EKH and Georg Rudolf Otto Haub (GH), EKH's third son. GH is a Managing Director of a company affiliated with Tengelmann. EKH owns 6% of the economic and voting interests of Tengelmann, with the remainder equally divided among his three sons. TVB is the sole managing partner of Tengelmann. By virtue of the articles of association of Tengelmann, TVB has the exclusive right to direct Tengelmann and is solely responsible for its conduct. Emil Capital is engaged primarily as an investment, management and consulting entity of the Tengelmann group, currently focused on business activities in North America. Tengelmann holds 100% of the outstanding membership interests of ECP. 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: WGL, et al., Appeal From Utility Order ---------------------------------------------------------------- Washington Gas Light Company notifies the U.S. Bankruptcy Court for the Southern District of New York that it will take an appeal from the Jan. 13, 2011 order issued by Judge Robert Drain, approving the Debtors' motion to determine adequate assurance of payment for future utility services. Washington Gas and the other utility companies, which have previously taken appeals from the Jan. 13 order, ask the U.S. District Court for the Southern District of New York to determine whether: -- the Bankruptcy Court: (1) erred in considering the absence of prepetition security held by the appellants, which the Court was prohibited from considering pursuant to Section 366(c)(3)(B)(i) of the Bankruptcy Code, in making a determination of adequate assurance of payment to the appellants pursuant to Section 366(c)(3)? (2) erred in failing to follow the statutory directives under Section 366(c)(3) in reaching its decision? (3) erred in holding that appellants were adequately assured of payment pursuant to Section 366(c)(3)? (4) erred in holding that the Debtors' adequate assurance account met the definition of an assurance set forth in Section 366(c)(1)(A) and was an acceptable form of an assurance of payment when such form was not satisfactory to the appellants? (5) erred in granting the Debtors' ex parte motion and the utility motion when they violated the requirements for service of motions and the imposition of injunctive relief pursuant to Bankruptcy Rules 7001, 7004 and 9014? -- the Bankruptcy Court's: (6) final order approving the adequate assurance procedures and the bridge order extending Section 366(c)(2) reverse the burden imposed upon Debtors by the statute and violate the requirement that each appellant receive an assurance of payment within the first 30 days of the case? (7) final order violate Section 959(b) by authorizing Debtors in possession to ignore the requirements imposed under applicable state law? The other utility companies are Long Island Lighting Company, KeySpan Gas East Corporation, The Brooklyn Union Gas Company, Jersey Central Power & Light Company, Toledo Edison Company, New York State Electric and Gas Corp., PECO Energy Company, Consolidated Edison Company of New York Inc., Orange and Rockland Utilities Inc., The Connecticut Light and Power Company, Yankee Gas Services Company, Public Service Electric and Gas Company, Baltimore Gas and Electric Company, Potomac Electric Power Company, Delmarva Power and Atlantic City Electric. 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). GREYSTONE LOGISTICS: Has $2.7MM Deal for Sale, Lease Back of Plant ------------------------------------------------------------------ Greystone Logistics announced the sale and leaseback of their 60,000 square foot pallet manufacturing facility for $2.7 million. Company CEO Warren Kruger said "Greystone had considerable equity in our manufacturing facility and the board decided to unleash this cash for corporate purposes. The cash will be used to fund the growth spurt the company is experiencing, pay for needed upgrades to existing equipment, buy new molds for pending purchase orders, and bring two new presses into production. In the last six months, these capital expenditures coupled with a significant failure on an injection line that took the equipment out of production for 120 days created a need to generate a prudent cash injection. Taking strategic steps now will pay rewards in coming quarters." Kruger continued, "To review our growth, sales for the first six months of the company fiscal year 2011 were $10,047,081 compared to $7,626,246 in fiscal year 2010, for an increase of $2,420,835 or 31.7 % growth. Greystone's pallet sales to its major customer in fiscal year 2011 were 45% of total sales compared to 69% of total sales in fiscal year 2010. We are on pace to do $19-20 million in revenue by fiscal year end May 31, 2011. For detailed information I suggest reviewing our recently filed 10-Q." The building was sold at the appraised value to a partnership of two of Greystone Logistics board members including Mr. Kruger. About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. The Company's balance sheet at Nov. 30, 2010, showed $10.29 million in total assets, $18.94 million in total liabilities, and $8.64 million in total deficit. As reported in the Troubled Company Reporter on Sept. 17, 2010, HoganTaylor LLP, in Tulsa, Okla., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended May 31, 2010. The independent auditors noted that at May 31, 2010, the Company has a stockholders' deficit of $7.7 million and a working capital deficit of $12.6 million. GTS 900: Astani Lets Go of Ownership of $260-Mil. Condo Project --------------------------------------------------------------- Roger Vincent at the Los Angeles Times reports that Los Angeles developer Sonny Astani has given up his legal battle to retain ownership of the Concerto, a never-completed $260-million condominium project in downtown Los Angeles. The report relates that according to the reorganization plan filed in bankruptcy court, units in the 30-story tower near Staples Center will be finished by a new group of owners headed by hedge fund Starwood Capital Group. According to the L.A. Times, Mr. Astani agreed to sell his interest in the Concerto project for $9.5 million. Terms of the accord also call for the buyers to make payments to the general contractor and subcontractors, who have filed $22.5 million worth of liens on the Concerto project. The parties agreed not to speak about their settlement during the ownership change, but Mr. Astani said he planned to press on with separate litigation against the Federal Deposit Insurance Corp., which is also now a part-owner of Concerto. The L.A. Times relates federal regulators seized control of Mr. Astani's lender, Corus Bank, in September 2009. That caused Mr. Astani's construction financing to dry up, and he quickly filed for Chapter 11 bankruptcy protection with the project about 95% finished. In October 2009 the FDIC sold control of the failed bank's assets to the Starwood-led investment group. The FDIC retained 60% ownership of the $4.5-billion portfolio, including Mr. Astani's $160-million construction loan, but turned its management over to the investors, notes Mr. Vincent. Astani & Corus Agreement As reported in the Feb. 22, 2011 edition of the TCR, Astani Enterprises and Corus Construction Venture LLC have reached a settlement for the Concerto building. Under the terms of a Plan of Reorganization approved today by the United States Bankruptcy Court, Astani has sold Concerto to CCV. Terms of the accord include payment to the general contractor and subcontractors. CCV and Astani have agreed to cooperate with the transition of the project, with the goal of finalizing Concerto as a premier residential development. However Astani will continue its litigation against the FDIC. About GTS 900 F LLC GTS 900 F LLC is a business that owns a residential building known as Concerto in Los Angeles, California. According to a Web site for the Concerto building, developed by Astani Living, all 77 loft residences have been sold. The Company filed for bankruptcy protection, listing up to $500 million in assets and debt (Bankr. C.D. Calif. Case No. 09-35127). HOVNANIAN ENTERPRISES: Completes Shares, Notes Offerings -------------------------------------------------------- On Feb. 9, 2011, Hovnanian Enterprises, Inc., completed an underwritten public offering of 13,512,500 shares of its Class A Common Stock, par value $0.01 per share, including 1,762,500 Shares issued pursuant to the over-allotment option granted to the underwriters, at a price of $4.30 per share, pursuant to an underwriting agreement among Hovnanian and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., and the several other underwriters named therein. Senior Notes Offering On Feb. 14, 2011, K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of Hovnanian, completed an underwritten public offering of $155,000,000 aggregate principal amount of 11 7/8% Senior Notes due 2015, pursuant to an underwriting agreement among K. Hovnanian, Hovnanian, the Subsidiary Guarantors, and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC. In connection with the issuance of the Senior Notes, K. Hovnanian and Hovnanian, as guarantor, entered into an Indenture dated as of Feb. 14, 2011 with Wilmington Trust Company, as trustee, and a First Supplemental Indenture, with the Subsidiary Guarantors and the Trustee. As of the date of the Senior Notes Supplemental Indenture, Hovnanian and each of Hovnanian's subsidiaries, except for its home mortgage subsidiaries, joint ventures and subsidiaries holding interests in joint ventures and certain of its title insurance subsidiaries, is a guarantor of the Senior Notes. The Senior Notes bear interest at 11 7/8% per annum and mature on Oct. 15, 2015. Interest is payable semi-annually on April 15 and Oct. 15 of each year, beginning on April 15, 2011, to holders of record at the close of business on April 1 or Oct. 1, as the case may be, immediately preceding each that interest payment date. The Senior Notes Indenture contains restrictive covenants that limit among other things, the ability of Hovnanian and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness, pay dividends and make distributions on common and preferred stock, repurchase common and preferred stock, make other restricted payments, including investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Senior Notes Indenture also contains customary events of default which would permit the holders of the Senior Notes to declare those Senior Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the Senior Notes or other material indebtedness, the failure to satisfy covenants and specified events of bankruptcy and insolvency. Tangible Equity Units Offering Also on Feb. 9, 2011, Hovnanian and K. Hovnanian completed an underwritten public offering of an aggregate of 3,000,000 7.25% Tangible Equity Units, and on Feb. 14, 2011, Hovnanian and K. Hovnanian issued an additional 450,000 Units pursuant to the over- allotment option granted to the underwriters as provided in the underwriting agreement, among Hovnanian, K. Hovnanian and the Subsidiary Guarantors, and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and the several other underwriters named therein. Each Unit initially consists of (i) a prepaid stock purchase contract, which will be settled against by Hovnanian by delivery of a number of shares of Hovnanian's Common Stock to be determined pursuant to the Purchase Contract Agreement and (ii) a senior subordinated amortizing note due Feb. 15, 2014 which has an initial principal amount of $4.526049 per Amortizing Note, bears interest at a rate of 12.072% per annum, and has a scheduled final installment payment date of Feb. 15, 2014. Each Unit may be separated into its constituent Purchase Contract and Amortizing Note after the initial issuance date of the Units, and the separate components may be combined to create a Unit. In connection with the issuance of the Units, Hovnanian and K. Hovnanian entered into a Purchase Contract Agreement, dated as of Feb. 9, 2011, with Wilmington Trust Company, as purchase contract agent, as trustee under the Amortizing Notes Indenture and as attorney-in-fact for the holders of the Purchase Contracts from time to time. Unless settled earlier, on Feb. 15, 2014, each Purchase Contract will automatically settle and Hovnanian will deliver a number of shares of Common Stock based on the applicable market value, which is the average of the closing prices of the Common Stock on each of the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding Feb. 15, 2014, as follows: * if the applicable market value equals or exceeds the threshold appreciation price, which is approximately $5.25, holders will receive 4.7655 shares; * if the applicable market value is greater than $4.30 but less than the threshold appreciation price, holders will receive a number of shares having a value, based on the applicable market value, equal to $25; and * if the applicable market value is less than or equal to $4.30, holders will receive 5.8140 shares. At any time prior to the third scheduled trading day immediately preceding Feb. 15, 2014, the holder of a Purchase Contract may settle its purchase contract early, and Hovnanian will deliver 4.7655 shares of Common Stock. In addition, if a "fundamental change" occurs and the Purchase Contract holder elects to settle its Purchase Contract early in connection with such fundamental change, that holder will receive a number of shares of Common Stock based on the fundamental change early settlement rate, as described in the Purchase Contract Agreement. Hovnanian may elect to settle all, but not less than all, outstanding Purchase Contracts prior to Feb. 15, 2014 at the "early mandatory settlement rate", upon a date fixed by Hovnanian upon not less than five business days' notice. Except for cash in lieu of fractional shares, the Purchase Contract holders will not receive any cash distributions under the Purchase Contracts. In order to preserve the tax treatment of Hovnanian's net operating loss carryforwards under the Internal Revenue Code of 1986, as amended, beneficial owners of Units and any separate Purchase Contracts will be subject to both a beneficial ownership limitation and a settlement limitation each as described in the Purchase Contract Agreement. In addition, holders of Common Stock, will be subject to both Hovnanian's stockholder rights plan and the transfer restrictions of Hovnanian's amended Certificate of Incorporation, each as further described in the Registration Statement, and the prospectus supplement relating to the offering of the Units dated Feb. 3, 2011 to the prospectus contained therein dated Jan. 28, 2011. In connection with the issuance of the Amortizing Notes, which are a component of the Units, K. Hovnanian and Hovnanian, as guarantor, entered into Indenture, dated as of Feb. 9, 2011 with Wilmington Trust Company, as trustee, and a First Supplemental Indenture, with the Subsidiary Guarantors and the Trustee. Amortizing Notes Supplemental Indenture, the Amortizing Notes are guaranteed by Hovnanian and the Subsidiary Guarantors. On each Feb. 15, May 15, Aug. 15 and Nov. 15, commencing on May 15, 2011, K. Hovnanian will pay holders of Amortizing Notes equal quarterly cash installments of $0.453125 per Amortizing Note, which cash payment in the aggregate will be equivalent to 7.25% per year with respect to each $25 stated amount of Units. Each installment will constitute a payment of interest and a partial repayment of principal on the Amortizing Note, allocated as set forth in the amortization schedule provided in the Amortizing Notes Supplemental Indenture. If Hovnanian elects to settle the Purchase Contracts early, holders of the Amortizing Notes will have the right to require K. Hovnanian to repurchase such holders' Amortizing Notes, except in certain circumstances as described in the Amortizing Notes Indenture. The Amortizing Notes Indenture contains customary events of default which would permit the holders of the Amortizing Notes to declare those Amortizing Notes to be immediately due and payable if not cured within applicable grace periods and subject to the subordination provisions described in the Amortizing Notes Indenture, including the failure to make timely payments on the Amortizing Notes or other material indebtedness, the failure to satisfy covenants and specified events of bankruptcy and insolvency. The Amortizing Notes Indenture also contains restrictive covenants that limit among other things, the ability of Hovnanian and certain of its subsidiaries, including K. Hovnanian, to incur subordinated indebtedness unless such indebtedness is subordinate to or pari passu with the obligations of K. Hovnanian, Hovnanian and the Subsidiary Guarantors under the Amortizing Notes and the guarantees thereof, and to consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. Hovnanian has applied to list the Units on the New York Stock Exchange, subject to satisfaction of its minimum listing standards with respect to the Units. If the Units are approved for listing, Hovnanian expects trading on the New York Stock Exchange to begin within 30 calendar days after the date of original issuance of the Units. However, Hovnanian will not initially apply to list the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system. The sale of the Shares, the Senior Notes and the Units was made pursuant to the Registration Statement and the prospectus supplements, dated Feb. 3, 2011, to the prospectus contained therein dated January 28, 2011. The proceeds from the issuances of the Shares, the Senior Notes and the Units were used to fund the purchase, on Feb. 14, 2011, of certain of K. Hovnanian's senior and senior subordinated notes in tender offers for any and all of such notes as follows: $24.6 million aggregate principal amount of 8% Senior Notes due 2012, $44.1 million aggregate principal amount of 8 7/8% Senior Subordinated Notes due 2012 and $29.2 million aggregate principal amount of 7 3/4% Senior Subordinated Notes due 2013. The tender offers will remain open until 12:00 midnight, New York City time, on Feb. 28, 2011. Also on Feb. 14, 2011, K. Hovnanian called for redemption all Tender Offer Notes that are not tendered in the tender offers. Such redemptions will be funded with the proceeds from the offerings of the Shares, the Senior Notes and the Units. About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. The Company's balance sheet at Oct. 31, 2010, showed $1.82 billion in total assets, $2.15 billion in total liabilities, and a stockholders' deficit of $337.94 million. * * * As reported in Feb. 3, 2011 edition of the TCR, Fitch Ratings has assigned a 'C/RR6' rating to Hovnanian Enterprises, Inc.'s proposed offering of $150 million of senior unsecured notes due 2015. The issue will be ranked on a pari passu basis with all other senior unsecured debt. As reported by the TCR on February 2, 2011, Moody's Investors Service assigned a Caa2 rating to Hovnanian Enterprises' proposed $150 million senior unsecured note offering due 2015, proceeds of which will be used to retire a like amount of existing senior unsecured and senior subordinated notes. At the same time, Moody's affirmed the company's Caa1 corporate family and probability of default ratings, B1 rating on the first lien senior secured notes, Caa1 rating on the second and third lien senior secured notes, Caa2 rating on the senior unsecured notes, Ca rating on the preferred stock, and SGL-3 speculative grade liquidity rating. The Caa3 rating on the existing senior subordinated notes will be withdrawn upon repayment with the proceeds of this offering. The outlook remains negative. As reported in the Sept. 16, 2010 edition of the TCR, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit ratings on Hovnanian Enterprises Inc., and its subsidiary, K. Hovnanian Enterprises Inc. S&P also affirmed its ratings on the companies' debt and preferred stock. S&P revised its outlooks on the companies to negative from developing. "Our rating on Hovnanian reflects the company's very weak credit metrics, including an over-leveraged balance sheet, and its expectation that a return to profitability is likely beyond 2011," said Standard & Poor's credit analyst George Skoufis. "Profitability could be delayed further if the struggling housing recovery continues to face hurdles." IMPLANT SCIENCES: Incurs $15.52 Million Net Loss in Fiscal 2010 --------------------------------------------------------------- Implant Sciences Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended June 30, 2010. The Company reported a net loss of $15.52 million on $3.47 million of revenue for the year ended June 30, 2010, compared with a net loss of $12.75 million on $8.74 million of revenue during the prior year. The Company's balance sheet at June 30, 2010 showed $4.96 million in total assets, $30.10 million in total liabilities and $25.14 million in total stockholders' deficit. The audit report issued by the Company's independent registered public accounting firm issued on the Company's audited financial statements for the fiscal year ended June 30, 2010 contains a qualification regarding the Company's ability to continue as a going concern. This qualification indicates there is substantial doubt on the part of the Company's independent registered public accounting firm as to its ability to continue as a going concern due to the risk that the Company may not have sufficient cash and liquid assets at June 30, 2010, to cover the Company's operating capital requirements for the next twelve-month period and if sufficient cash cannot be obtained the Company would have to substantially alter its operations, or it may be forced to discontinue operations. A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?73ab About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. IMPLANT SCIENCES: Notifies Late Filing of Dec. 31 Form 10-Q ----------------------------------------------------------- Implant Sciences Corporation related that in view of the delays experienced in preparing the its Annual Report on Form 10-K for the year ended June 30, 2010, the Company was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to enable its independent registered public accounting firm to complete its review of the Company's financial statements to be contained in its Quarterly Report on Form 10-Q for the period ended December 31, 2010 on or prior to the prescribed filing date of Feb. 14, 2011. It is anticipated that the Form 10-Q, along with the unaudited financial statements, will be filed soon as the Company has completed its records and schedules and the Company's independent registered public accounting firm have completed their review of the Company's financial statements. About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. The Company's balance sheet at June 30, 2010 showed $4.96 million in total assets, $30.10 million in total liabilities and $25.14 million in total stockholders' deficit. The audit report issued by the Company's independent registered public accounting firm issued on the Company's audited financial statements for the fiscal year ended June 30, 2010 contains a qualification regarding the Company's ability to continue as a going concern. This qualification indicates there is substantial doubt on the part of the Company's independent registered public accounting firm as to its ability to continue as a going concern due to the risk that the Company may not have sufficient cash and liquid assets at June 30, 2010, to cover the Company's operating capital requirements for the next twelve-month period and if sufficient cash cannot be obtained the Company would have to substantially alter its operations, or it may be forced to discontinue operations. INNKEEPERS USA: Some Discovery Permitted for March 8 Trial ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Shelley C. Chapman in charge of the Chapter 11 case of Innkeepers USA Trust laid down rules governing discovery leading up to the two-day hearing starting March 8 on auction procedures and approval of agreements underlying the new reorganization proposal. According to the report, Judge Chapman forbade Appaloosa Management LP, the unofficial preferred shareholders' committee and bondholders from inquiring into the relationship between Five Mile Capital Partners LLC and Midland Loan Services Inc., the special servicer for $825 million in fixed-rate mortgages. The objectors also can't inquire into negotiations solely among Midland, Lehman Ali Inc., and Five Mile. Lehman Ali is a subsidiary of Lehman Brothers Holdings Inc. On the other hand, Judge Chapman, Mr. Rochelle relates, is allowing objectors to demand production of documents and the taking of testimony explaining how the deal ended up with a requirement that any other bidder must offer to pay Lehman $200.3 million. Objectors can also ask why it was agreed that the current owner, Apollo Investment Corp., would be released from a guarantee to insure completion of improvements on the properties. Five Mile-Lehman Plan As reported in the Jan. 25, 2011 edition of the Troubled Company Reporter, Judge Chapman will convene hearings on March 8 and 9 to consider approval of agreements outlining a reorganization structure for Innkeepers USA Trust. At the hearing, Judge Chapman will also consider approval of an auction process to test whether anyone will top the stalking-horse bid by Five Mile Capital Partners and Lehman Ali Inc. to bankroll Innkeepers' exit and turn the Company over to creditors. The TCR, citing Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported on Jan. 19 that the Lehman Ali and Five Mile-sponsored Plan will reduce debt by $400 million. Under the Plan: * Five Mile and Lehman Ali, together will provide $174.1 million of equity capital and convert $200.3 million of debt into equity. Five Mile is the provider of $53 million in secured financing for the Chapter 11 case, and Lehman is the holder of $238 million in floating-rate mortgages on 20 of Innkeepers' 72 properties. * Midland Loan Services Inc., as servicer for $825 million of fixed-rate mortgage debt on 45 properties, will emerge from Chapter 11 with mortgages for $622.5 million on revised terms. * Lehman is to receive 50% of the new equity plus $26.2 million cash in exchange for all its debt. The $70.5 million in secured loans for the Chapter 11 case will be paid in full. Midland is supplying debt financing for Lehman's commitment. * Unsecured creditors are being offered $2.5 million cash if the class votes for the plan. Secured lenders' deficiency claims will not participate in the distribution to unsecured creditors. Also, preference suits against unsecured creditors will be waived. * Holders of the 8% preferred stock are offered $5.9 million cash plus the right to be co-investors for 2% of the new equity. * Holders of mortgages on 69 of 72 properties will be paid in full or have the mortgages modified consensually. About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. Attorneys at Morrison & Foerster, LLP, represent the Official Committee of Unsecured Creditors. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. INT'L STORYTELLING: BofA Will Let Go of Claims in NSF Proceeds -------------------------------------------------------------- The Knoxville News Sentinel reports that the International Storytelling Center has reached an agreement with Bank of America, a creditor, regarding BofA's release of its claim to any interest in National Storytelling Festival proceeds, along with grants and donations to the Jonesborough, Tennessee-based organization. Income from the ISC's gift shop inventory will be subject to a lien on assets filed by creditors. Lawyer Mark Dessauer, who represents the ISC, said in hearing before the bankruptcy court that the agreement "was a result of discussion with opposing parties" and will be formalized soon. According to News Sentinel, the ISC listed net income of $45,694 in January. Its debts exceed $3 million. The report relates that court documents filed by the ISC said that up to 15% of income comes from registration sales for the 2011 storytelling festival, and another 10% to 15% is derived from gift shop sales, teller-in-residence tickets and rental income. Dispute With NSN International Storytelling Center has a contract with the National Storytelling Network that splits the gross proceeds from ISC's storytelling festival in Jonesborough, Tennessee, every October. The ISC and NSN were once part of the same organization, but split in 1998 in a dispute over creative priorities. The ISC oversees the annual festival and International Storytelling Center in Jonesborough, while the NSN became a member-driven organization "dedicated to the art of storytelling." The contract over the last decade has generated almost $1.9 million for the NSN. ISC has filed a motion asking the bankruptcy court to reject the agreement. ISC's Chapter 11 filing Based in Jonesborough, Tennessee, International Storytelling Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No. 10-53299) on Dec. 31, 2010. Judge Marcia Phillips Parsons presides over the case. Mark S. Dessauer, Esq., at Hunter, Smith & Davis, represents the Debtor. The Debtor both estimated assets and debts between $1 million and $10 million. INT'L STORYTELLING: Files Motion to Scrap NSN Contract ------------------------------------------------------ The Knoxville News Sentinel reports that the International Storytelling Center filed a motion last week seeking to void contracts with the National Storytelling Network. According to the Sentinel report, the contracts cover restructuring when the two groups split in 1998 and the division of revenues from the annual storytelling festival. The agreement funnels 18% of the gross revenues from the annual storytelling festival to the NSN. The NSN has received nearly $1.9 million in the last 10 years, and the ISC "can no longer remain financially sustainable" if the contract remains in place, the Sentinel quotes Jimmy Neil Smith, festival founder and ISC executive director, as stating. The Sentinel relates that Jonesborough-based NSN has no intention of voiding the agreement. "We're going to fight that because it's a lot of money," NSN Treasurer Bob Johnson said earlier this month. The NSN continues to share in festival revenues "but has failed in its mission to enhance ISC through membership and related services," the ISC said in papers filed with the bankruptcy court. About the ISC Based in Jonesborough, Tennessee, International Storytelling Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No. 10-53299) on Dec. 31, 2010. Judge Marcia Phillips Parsons presides over the case. Mark S. Dessauer, Esq., at Hunter, Smith & Davis, represents the Debtor. The Debtor both estimated assets and debts between $1 million and $10 million. ISE CORP: Sells Most Assets for $3.72 Million --------------------------------------------- The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for the Southern District of California authorized ISE Corporation to sell substantially all of its assets to the purchasing transaction parties for $3,721,000. The purchasing transaction parties include: -- Bluways USA, Inc., will purchase substantially all of the Debtor's assets for $2,035,000 in cash and $200,000 in note, and the accounts receivables for $425,000; -- Maxwell Technologies, Inc., has offered to buy the settlement with Maxwell for $250,000 in cash; -- Transportation Power, Inc., will purchase certain equipment for $35,000 in cash; and -- New Flyer Industries Canada ULC, as designee, will buy certain assets constituting inventory described as Electric System Components for $300,000 cash, and the settlement with New Flyer Entities for $476,000 cash. The settlement reached between Maxwell and the Debtor relates to a release of claims and a license to use certain intellectual property only through the closing of the sale of the assets being acquired by Bluways in exchange for $250,000. The New Flyer Settlement Agreement includes the grant of a license by Bluways to the New Flyer Entities in certain intellectual property pursuant to that certain IP License Agreement. The Court determined that the sale transaction as a whole, and for each of its component parts, constitutes the highest and most certain offer for the assets, that Bluways, Maxwell, Transportation, and New Flyer Entities are, collectively, the successful bidders for the assets. The sale transaction will be free and clear of liens, claims, and interests. Bluways USA is a division of Bluways NV in Belgium. Cabrillo Advisors LLC was the investment banker for ISE along with SSG Capital Advisors LLC. About ISE Corporation ISE Corporation, a California corporation, fka ISE Research Corporation, is the operating subsidiary of Ise Limited. ISE Corp -- http://www.isecorp.com/-- makes drive train systems for hybrid gasoline/electric buses. Established in 1995, ISE is headquartered in San Diego, California. It filed for Chapter 11 protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10- 14198). Marc J. Winthrop, Esq., at Winthrop Couchot Professional Corp, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and its debts at $10 million to $50 million as of the Petition Date. JAMES HOWARD WINSLOW: Court Denies Substantive Consolidation ------------------------------------------------------------ Bankruptcy Judge J. Rich Leonard denied the request of the Official Committee of Unsecured Creditors of Tanglewood Farms, Inc., to consolidate the chapter 11 cases of Tanglewood Farms, Inc. of Elizabeth City, and James Howard Winslow, and Billie Reid Winslow. Judge Leonard held that a significant number of creditors are unique to each debtor and as a result of this divergence of creditor claims, the creditors in the Winslow case will be significantly prejudiced by a consolidation of the two debtors' assets and liabilities. The amount is substantial, with close to $2 million in claims present in the Tanglewood case that are not present in the Winslow case. Consolidation in this instance will result in significant dilution of the claims by forcing the creditors of the Winslows to "share on a parity with creditors of a less solvent debtor," Tanglewood. Meherrin Agricultural & Chemical Company and C.A. Perry & Son, Inc. separately objected to the Committee's motion for substantive consolidation. Meherrin and C.A. Perry asserted that substantive consolidation is not in the best interests of the unsecured creditors, collectively. A copy of Judge Leonard's Feb. 18, 2011 order is available at http://is.gd/dZf3fDfrom Leagle.com. About Tanglewood Farms, and James Howard and Billie Reid Winslow Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc. of Elizabeth City filed for Chapter 11 bankruptcy protection on August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the Debtor. The Debtor estimated assets between $1 million and $10 million, and debts between $10 million and $50 million. James Howard Winslow and Billie Reid Winslow filed for Chapter 11 (Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010. JAVO BEVERAGE: Court Sets March 24 as Claims Bar Date ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware established March 24, 2011, at 5:00 p.m. (PT), as the deadline for creditors of Javo Beverage Company Inc. to file proofs of claim. Deadline for governmental units to file proofs of claim is on July 25, 2011, at 5:00 p.m. All proofs of claim must be delivered at: Javo Beverage Co. Claims Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, California 90245 Vista, California-based Javo Beverage Company, Inc., aka La Jolla Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based dispensed beverages, drink mixes and flavor systems. It filed for Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D. Del. Case No. 11-10212). Debra A. Riley, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy counsel. Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel. Goodwin Procter, LLP, is the Debtor's special counsel. Valcor Consulting LLC is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. The Debtor disclosed $14,659,681 in total assets and $26,705,755 in total debts as of the Petition Date. JAVO BEVERAGE: Taps Allen Matkins as General Bankruptcy Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing today on Javo Beverage Company Inc.'s application to employ Allen Matkins Leck Gamble Mallory & Natsis LLP as its general bankruptcy counsel. The firm has agreed to: a) counsel the Debtor with regard to its rights and obligations as debtor in possession; b) perform all necessary services as the Debtor's bankruptcy counsel, including, without limitation, providing the Debtor with advice, representing the Debtor, and preparing necessary documents on behalf of the Debtor in the areas of restructuring and bankruptcy; c) take all necessary actions to protect and preserve the Debtor's estate during this chapter 11 case, including the prosecution of actions by the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objecting to claims filed against the estate; d) prepare or coordinate preparation on behalf of the Debtor, as debtor in possession, necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the chapter 11 case; and e) represent the Debtor, in coordination with Morris, Nichols, Arsht & Tunnell LLP, as bankruptcy co-counsel, at hearings on matters pertaining to its affairs as debtor in possession; The firm will be paid based on the hourly rates of its professionals: Designations Hourly Rates ------------ ------------ Partners $465 to $780 Associates $270 to $585 Paraprofessionals $185 to $260 Debra Riley, Esq., will have primary responsibility for this matter on behalf of Allen Matkins. Ms. Riley's current hourly rate is $515. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. About Javo Beverage Vista, California-based Javo Beverage Company, Inc., aka La Jolla Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based dispensed beverages, drink mixes and flavor systems. It filed for Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D. Del. Case No. 11-10212). Debra A. Riley, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy counsel. Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel. Goodwin Procter, LLP, is the Debtor's special counsel. Valcor Consulting LLC is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. The Debtor disclosed $14,659,681 in total assets and $26,705,755 in total debts as of the Petition Date. JAVO BEVERAGE: US Trustee Forms 3-Member Creditors' Committee ------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Javo Beverage Company Inc. The members of the Committee are: 1) Janice H. Baker 3 Lochmoor Lane Newport Beach, California 92260 Tel: 949-760-8125 Fax: 949-644-1608 2) Roger Levander 1452 Foxtrotter Road Norco, California 92860 Tel: 949-433-1009 Fax: 951-479-5526 3) Mitsui Foods, Inc. Attn: Mark S. Sims 35 Maple Street Norwood, New Jersey 07648 Tel: 201-750-2904 Fax: 201-750-0152 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Javo Beverage Vista, California-based Javo Beverage Company, Inc., aka La Jolla Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based dispensed beverages, drink mixes and flavor systems. It filed for Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D. Del. Case No. 11-10212). Debra A. Riley, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy counsel. Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel. Goodwin Procter, LLP, is the Debtor's special counsel. Valcor Consulting LLC is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. The Debtor disclosed $14,659,681 in total assets and $26,705,755 in total debts as of the Petition Date. JOSEPH P. HAYES: Surflight Theatre in Chapter 11 ------------------------------------------------ Donna Weaver at pressofAtlanticCity.com reports that Surflight Theatre is in Chapter 11 in order to restructure its finances and stabilize and rebuild its future. According to the report, the theater's greatest financial obstacle is its $4 million debt burden, which has depleted its cash reserves. Since October, when announcing its financial difficulties and call for help to the public, Surflight Theatre has raised over $350,000 in donations as part of the "Save The Surflight" fundraising campaign. A five-person advisory team made up of individuals with experience in entertainment, business and finance have been working for the last six months reviewing every viable option and has reported the bankruptcy recommendations to Surflight Theatre's Board of Trustees, the news release stated. "This outpouring of community support has been essential in dealing with the financial struggle to this point. We are grateful to everyone for their efforts and donations over these past few months. We are very encouraged by what the future holds for Surflight, and in turn, we urge everyone to continue supporting the theatre by making a tax-deductible donation," newly elected Board President Lance Wimmer was quoted as stating. About Joseph P. Hayes Surflight Theatre -- http://www.surflight.org/-- is a local professional theatre in Beach Haven, New Jersey Joseph P. Hayes Theatre, Inc., doing business as Surflight Theatre filed a Chapter 11 petition (Bankr. D. N.J. Case No. 11-14224) on Feb. 15, 2011. Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor, serves as counsel to the Debtor. The Debtor estimated assets of $50,001 to $100,000 and debts of $1,000,001 to $10,000,000. The Feb. 18 edition of the Troubled Company Reporter published a case summary for Joseph P. Hayes. KH FUNDING: Files Schedules of Assets And Liabilities ----------------------------------------------------- KH Funding Company filed with the U.S. Bankruptcy Court for the District of Maryland its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ----------- A. Real Property $3,186,210 B. Personal Property $29,291,632 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $40,030,056 E. Creditors Holding Unsecured Priority Claims $81,573 F. Creditors Holding Unsecured Non-priority Claims $3,702,217 ------------ ------------ TOTAL $32,477,842 $43,813,846 A full-text copy of the Schedules of Assets and Liabilities is available for free at http://ResearchArchives.com/t/s?73a9 Silver Spring, Maryland-based KH Funding Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com -- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Debtor's Official Committee of Unsecured Creditors. The Debtor estimated its assets and debts at $10 million to $50 million. KH FUNDING: Taps Kollman & Saucier for Foreclosure -------------------------------------------------- KH Funding Company asks the U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the District of Maryland for permission to employ Kollman & Saucier, P.A. as special counsel. The Debtor requires the assistance of counsel to foreclose on the properties securing such defaulted loans and, where necessary, obtain relief from the automatic stay in a defaulting borrower's bankruptcy case to enable the Debtor to foreclose. Prior to the bankruptcy filing, the Debtor employed the firm to pursue foreclosure with respect to Maryland real properties securing repayment of defaulted loans. The firm's fees will be based on its standard hourly rates. The firm has informed the Debtor that the hourly rate of Sarah E. Longson, Esq., is $325, and that she will be assisted by legal assistants with hourly rates of $90, and associate attorneys, whose hourly rates range from $215 to $275. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Silver Spring, Maryland-based KH Funding Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com -- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Debtor's Official Committee of Unsecured Creditors. The Debtor estimated its assets and debts at $10 million to $50 million. LEHR CONSTRUCTION: Files for Chapter 11 in Manhattan ---------------------------------------------------- Lehr Construction Corp. filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-10723) in Manhattan on Feb. 21, 2011, estimating $10 million to $50 million. Frederick Coffey, president of the Debtor, said in a court filing that several external and internal factors recently have severely impacted the Debtor, thus prompting the near-term liquidity pressures that precipitated the decision to commence the chapter 11 case. He says that over the last two years, the decline in the real estate market and the tightening of the credit markets have had a significant adverse impact on the real estate market in general, and the interior construction and renovation business in particular. The Debtor also recently has experienced operational challenges, which have adversely impacted the performance of its interior construction and renovation business. Chiefly, the District Attorney of New York County has investigated the Debtor as part of a larger investigation of the interior construction industry. This investigation has irreparably harmed the Debtor's ability to attract and retain new clients. "The goal of this chapter 11 process will be the development of a business plan that will outline an orderly process for the completion of the Debtor's current construction projects and wind- down of the Debtor's business. An orderly wind-down plan will allow the Debtor to focus its resources on completing its current projects for its clients in the timely, cost-effective, and high quality manner that it is known for," Mr. Coffey states. The Debtor believes that the strategies and goals established during this process will provide for a greater return to its creditors than a chapter 7 liquidation or any other alternative wind-down processes. The Business Lehr Construction was founded in 1979 and has evolved from a small entrepreneurial business to one of the most respected builders in New York. Lehr specializes in interior construction and serves clients mainly throughout the New York metropolitan area. T he Debtor's headquarters is located in New York City, and it maintains a warehouse facility in Woodhaven, New York. Some of Lehr's recent projects include: (i) a headquarters installation for Ernst & Young encompassing 1.1 million square feet on thirty-seven floors at 5 Times Square, which included the build-out of general and executive offices, a law library, a cafeteria, a conference center, and data room; and (ii) a headquarters installation for Skadden Arps Slate Meagher & Flom encompassing 660,000 square feet on twenty-four floors at 4 Times Square, the scope of which included offices, a law library, high- density file storage, conference rooms, computer rooms, and IDF closets. The Debtor currently employs approximately 139 employees, of which approximately 43 are union employees and are paid on an hourly basis and 96 are salaried employees. The Debtor owes its trade vendors approximately $20 million as of February 16, 2011, which is substantially comprised of outstanding payments to its sub-contractors. The Debtor attained gross revenue of approximately $238 million in fiscal year 2010 (year ending July 31, 2010), which represents a decline from fiscal year 2009's gross revenue of approximately $385 million. Current gross revenue projections for fiscal year 2011 (year ending July 31, 2011) are approximately $100 million. The Debtor's net operating income for fiscal year 2009 was $1.5 million. The Debtor's net operating loss for fiscal year 2010 was $3.6 million. The Chapter 11 Case The Debtor has filed customary "first day" motions, including requests for permission to pay prepetition wages, pay prepetition taxes, and continue its workers' compensation program and insurance programs. James A. Beldner, Esq., at Cooley LLP, in New York, serves as counsel to the Debtor in the Chapter 11 case. LEHR CONSTRUCTION: Case Summary & 45 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Lehr Construction Corp. 902 Broadway New York, NY 10010 Bankruptcy Case No.: 11-10723 Chapter 11 Petition Date: February 21, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: James A. Beldner, Esq. COOLEY LLP 1114 Avenue of the Americas New York, NY 10036 Tel: (212) 479-6086 Fax: (212) 479-6275 E-mail: jbeldner@cooley.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Frederick Coffey, president. Debtor's List of 45 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital One Bank Bank Letter of $3,000,000 99 Smithtown Bypass - 2nd Floor Credit Hauppauge, NY 11788 Robert B. Samuels Inc. Sub-contractor $2,197,067 253 West 35th Street, 5th Floor New York, NY 10001 Superior Acoustics Inc Sub-contractor $1,693,720 148 Madison Avenue, Suite 600 New York, NY 10016 Marlin Inc. Sub-contractor $1,028,282 352 7th Avenue, Suite 900 New York, NY 10001 Rockmor Electric Enterprises Sub-contractor $697,428 1042 39th Street Brooklyn, NY 11219 Rimi Woodcraft Corp. Sub-contractor $642,082 1185 Commerce Avenue Bronx, NY 10462 BP Mechanical Corp. Sub-contractor $541,971 83-40 72nd Drive Glendale, NY 11385 ESS & VEE Corp. Sub-contractor $462,693 23-30 50th Avenue Lic, NY 11101 Nastasi & Associates, Inc. Sub-contractor $436,258 500 Wheeler Avenue Hauppauge, NY 11788 RG Glass Creations, Inc Sub-contractor $428,726 180 Varick Street, Suite 1218 New York, NY 10014 PJ Mechanical Corp. Sub-contractor $387,300 135 West 18th Street New York, NY 10011 Par Plumbing Co., Inc. Sub-contractor $351,115 60 North Prospect Avenue Lynbrook, NY 11563 Checker Glass Corp. Sub-contractor $332,075 5 Commercial Avenue Garden City, NY 11530 Consolidated Carpet Workroom Sub-contractor $332,069 455 Washington Avenue Carlstadt, NJ 07072 Commercial Electric Sub-contractor $313,569 10-28 47th Avenue Lic, NY 11101 Albert Pearlman Inc. Sub-contractor $299,878 60 E. 42nd Street New York, NY 10165 George Breslaw Plumbing Sub-contractor $292,512 559 West 45th Street New York, NY 10036 Wilkstone LLC Sub-contractor $282,284 128 19th Avenue Paterson, NJ 07513 Quantum Electric Corporation Sub-contractor $276,810 36-24 34th Street Lic, NY 11106 Midtown Contracting Corp. Sub-contractor $269,911 589 8th Avenue, 17th Floor New York, NY 10018 Linear Technologies Sub-contractor $254,151 27 West 24th Street, 2nd Floor New York, NY 10010 Nead Electric, Inc. Sub-contractor $247,544 Burgess Steel Erectors NY Sub-contractor $247,360 Mac Felder Sub-contractor $240,647 Capital Cooling Systems, LLC Sub-contractor $238,877 JT Roselle Lighting Inc. Sub-contractor $238,584 Venmar- Mammoth Inc. Sub-contractor $218,500 React Industries, Inc. Sub-contractor $202,895 W5 Group LLC Sub-contractor $201,102 Cord Contracting Co. Inc. Sub-contractor $187,726 Cooper Electric Supply Co. Sub-contractor $173,465 HB Communications Inc. Sub-contractor $172,132 Godsell Construction Corp. Sub-contractor $171,889 Henick-Lane Inc. Sub-contractor $168,693 ABCO-Peerless Sprinkler Corp. Sub-contractor $161,350 Eurotech Construction Corp. Sub-contractor $159,113 US Information Systems Inc. Sub-contractor $155,744 Patella Woodworking Corp. Sub-contractor $149,407 Cirocco & Ozzimo Inc. Sub-contractor $146,311 Weinstein & Holtzman Inc. Sub-contractor $145,217 TM & M Mechanical Corp. Sub-contractor $136,103 Baring Industries Sub-contractor $133,918 Empire Architectural Metal & Glass Sub-contractor $133,011 Metropolitan/NJS Sub-contractor $123,846 Liberty Contracting Corp. Sub-contractor $115,241 LIGHTHOUSE BAPTIST: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Lighthouse Baptist Church of Columbia P.O. BOX 736 Columbia, TN 38401 Bankruptcy Case No.: 11-01626 Chapter 11 Petition Date: February 21, 2011 Court: U.S. Bankruptcy Court Middle District of Tennessee (Columbia) Judge: George C. Paine, II Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com Scheduled Assets: $1,104,731 Scheduled Debts: $774,732 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnmb11-01626.pdf The petition was signed by Dave Baker, pastor LTAP US: Court Denies Priming DIP Financing From Monarch -------------------------------------------------------- Bankruptcy Judge Kevin Gross denied LTAP US, LLLP's (1) Motion for an Order Authorizing the Debtor's Use of Cash Collateral), and (2) Emergency Motion for Post-Petition Secured Financing; and granted the Motion of Wells Fargo Securities, LLC and Wells Fargo Bank, N.A. for Relief from the Automatic Stay. The parties' requirement for an immediate decision on the Motions will necessitate a summary ruling. According to Judge Gross, the Court's decision may be viewed by some as a harsh result, particularly at an early stage of the case. It is clear from the evidence, however, that a wait, watch and hope approach to the case would place Wells Fargo at increasing risk with little or no benefit to the Debtor. It has to mean something to be a fully secured lender. The priming DIP financing would mean a deeper debt without a reasonable likelihood of success and would hurt Wells Fargo without helping the Debtor. Atlanta, Georgia-based LTAP US, LLLP, fka Life Trust Asset Pool US, LLLP, is a Delaware limited liability limited partnership with eight limited partners that are each investment funds organized under German law. It invests in, manages and arranges for the servicing of life insurance policies. It acquires previously issued life insurance policies from policyholders who want to sell their life insurance policies. The industry which deals with such ownership and acquisitions is know as the "Life Settlement Industry." The Debtor makes its money from policy maturities (i.e., the deaths of the insureds). The Debtor has been facing serious difficulties because it has been unable to sell policies or bundles of policies at a profit and does not have funds to purchase additional policies. The Debtor presently owns 409 policies on 313 lives. The aggregate death benefits at the maturities are roughly $1.36 billion. The Debtor has no other significant assets. The Debtor must maintain the policies by paying the premiums, which it pays on a monthly basis. The Debtor estimates that all of its policies will lapse by March or April 2011, unless it has the cash to pay the premiums. The Court's order indicated that the Debtor presently has less than $9,000 in cash. Wells Fargo is the Debtor's secured lender under a $224 million Loan and Security Agreement, dated June 30, 2008. The parties have agreed that Wells Fargo has valid liens on all of the Debtor's assets, including the life insurance policies. The parties have stipulated that the outstanding amount due as of the petition date was $230,757,674.48. The Debtor claims to have roughly $7.6 million in unsecured debt, much of which is due to insiders. The Debtor filed its chapter 11 case (Bankr. D. Del. Case No. 10-14125) on Dec. 22, 2010, after Wells Fargo declared the Wells Fargo Agreement had terminated. The Office of the United States Trustee has not appointed a creditors committee. The Debtor estimated assets and debts at $100 million to $500 million. Premium payments of $9 million were due by Feb. 22, 2011, or the Debtor would lose policies with death benefits of roughly $297 million. The Debtor has virtually no cash with which to make the payment or the premium payments which are coming due soon. The Debtor does not presently have any financing, but is seeking such financing through the DIP Motion, whereby the Debtor seeks authority to borrow $21,150,000 on an interim basis and a total of $40 million on a final basis from Monarch Alternative Capital LP. Among other terms of the proposed DIP Loan, Monarch requires its loan to prime Wells Fargo's liens. A copy of the Court's February 18, 2011 memorandum order is available at http://is.gd/yqTtMtfrom Leagle.com. The Debtor is represented by: Adam G. Landis, Esq. Kerri K. Mumford, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 P.O. Box 2087 Wilmington, DE 19899 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 E-mail: info@lrclaw.com Counsel for Wells Fargo Securities LLC and Wells Fargo Bank, N.A., is: Richard W. Riley, Esq. DUANE MORRIS LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Telephone: 302-657-4928 Facsimile: 302-397-0801 E-mail: RWRiley@duanemorris.com MAJESTIC STAR: Plan Exclusivity Stretched to March 10 ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that as an insurance policy, Majestic Star Casino LLC was granted an extension until March 31 of the exclusive right to propose a Chapter 11 plan. The confirmation hearing for approval of Majestic Star's plan is scheduled for March 10. About Majestic Star The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka Majestic Star -- is based in Las Vegas, Nev., and is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Inc., on June 7, 1996. The Company is a multi-jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Company sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-14136) on November 23, 2009. The Company's affiliates -- The Majestic Star Casino II, Inc., The Majestic Star Casino Capital Corp., Majestic Star Casino Capital Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed separate Chapter 11 petitions. The Majestic Star Casino's balance sheet at June 30, 2009, showed total assets of $406.42 million and total liabilities of $749.55 million. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' Delaware counsel. Xroads Solutions Group, LLC, is the Debtors' financial advisor, while EPIQ Bankruptcy Solutions LLC serves as the Debtors' claims and notice agent. Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell, Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. MOUNTAIN CITY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Mountain City Sprinkler Co., LLC 2001 Crutchfield Street Chattanooga, TN 37406 Bankruptcy Case No.: 11-10907 Chapter 11 Petition Date: February 20, 2011 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Shelley D. Rucker Debtor's Counsel: Kyle R. Weems, Esq. WEEMS & RONAN 744 McCallie Avenue, Suite 520 Chattanooga, TN 37403 Tel: (423) 624-1000 E-mail: weemslaw@earthlink.net 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/tneb11-10907.pdf The petition was signed by B.R. Splawn, CEO. MPF HOLDINGS: Trustee May Appeal Directly to Fifth Circuit ---------------------------------------------------------- Counsel for numerous parties heavily negotiated the language in the confirmed plan for MPF Holdings US LLC, not the least of which was counsel for the Debtors and counsel for the unsecured creditors' committee. After confirmation, Jeff Compton, the trustee for the litigation trust established under the Plan, brought numerous suits against multiple entities to recover alleged preferential transfers. Aker Pusnes AS, one of the defendants, has filed a motion to enforce the confirmed plan, arguing that the plan's language forbids such suits; other defendants have filed joinders supporting the motion. The Bankruptcy Court held a hearing on Dec. 17, 2010, on all of these motions, at which time parties introduced certain exhibits and engaged in oral arguments; no parties adduced testimony. The Bankruptcy Court then issued an oral ruling on Jan. 6, 2011, concluding that: (1) the language in the plan does not satisfy the standard established by the Fifth Circuit for reserving causes of action; (2) therefore, the litigation trustee has no standing to prosecute the suits; and (3) accordingly, the Bankruptcy Court has no subject matter jurisdiction over these suits, and they must be dismissed. On Feb. 11, 2011, the Bankruptcy Court issued a Memorandum Opinion memorializing this oral ruling. On Feb. 18, the Bankruptcy Court issued a second Memorandum Opinion setting forth: "(i) the facts necessary to understand the question presented; (ii) the question itself; (iii) the relief sought; [and] (iv) the reasons why the appeal should be allowed and is authorized by statute or rule, including why a circumstance specified in 28 U.S.C. Sec. 158(d)(2)(A)(i)-(iii) exists." Bankruptcy Rule 8001(f)(3)(C)(i)-(iv). Bankruptcy Judge Jeff Bohm concluded that certification for direct appeal to the U.S. Court of Appeals for the Fifth Circuit is appropriate pursuant to 28 U.S.C. Sec. 158(d)(2)(A)(ii) & (iii). The Litigation Trustee seeks to have the Aker Order overturned, which would also allow the Litigation Trustee to re-file the adversary proceedings seeking to recover the alleged preferential payments. To overturn the Aker Order, the Litigation Trustee seeks a ruling on appeal that the Plan "specifically and unequivocally" preserves post-confirmation causes of action. Such a ruling would confer standing on the Litigation Trustee to prosecute the adversary proceedings, which in turn means that the Bankruptcy Court would have subject matter jurisdiction over the suits. A copy of Judge Bohm's Feb. 18 memorandum opinion is available at http://is.gd/qkVPU5from Leagle.com. About MPF Corp. Bermuda-based MPF Corp. Ltd. -- http://www.mpf-corp.com/-- engaged in deep water oil and gas exploration. The Company was established on April 25, 2006. The company and debtor-affiliate MPF Holding US LLC filed separate petitions for Chapter 11 relief on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos. 08-36086 and 08-36084). MPF-01 followed on Sept. 25, 2008. D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represented the Debtors as counsel. MPF estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. The Bermuda Proceedings and the Chapter 11 cases in the U.S. ran as parallel proceedings. On June 16, 2010, the Court entered an order approving the Debtors' amended disclosure statement and confirming the Debtors' amended joint plan of reorganization. The Plan was declared effective August 9, 2010. The Plan provided for the sale of the acquired assets to Cosco Dalian Shipyard Co. Ltd., MPF's largest vendor, pursuant to the assignment and purchase agreement. The essential terms of the agreement includes: a) a cash payment of $104,000,000 to MPF and MPF-01 on the closing date, in full; b) assumption of certain liabilities; and c) release MPF-01 from its obligation to pay the cure amount under a contract with Cosco. The Plan allows for the appointment of a litigation trustee to oversee and administer a post-confirmation litigation trust. The purpose of the trust is to liquidate claims to pay allowed unsecured claims pursuant to the Plan. NAT'L ENERGY & GAS: Court OKs American Home Assurance Accord ------------------------------------------------------------ Bankruptcy Judge Paul Mannes approved a stipulation resolving claims filed by American Home Assurance Company against NEGT Energy Trading-Power, L.P. and NEGT Energy Trading Holdings Corporation. A copy of the stipulation dated Feb. 18, 2011, is available at http://is.gd/xb8Df2from Leagle.com. American Home Assurance Company is represented in the case by: Cynthia E. Rodgers-Waire, Esq. WRIGHT CONSTABLE & SKEEN LLP 100 N. Charles Street, 16th Floor Baltimore, MD 21201-3812 Telephone: 410-659-1310 Facsimile: 410-659-1350 E-mail: crodgers-waire@wcslaw.com Counsel for NEGT Energy TradingP-ower, L.P. and NEGT Energy Trading Holdings Corporation are: Dennis J. Shaffer, Esq. WHITEFORD, TAYLOR & PRESTON, LLP Seven Saint Paul Street Baltimore, MD 21202-1636 Telephone: 410-347-9437 Facsimile: 410-223-4337 E-mail: dshaffer@wtplaw.com About National Energy Bethesda, Maryland-based National Energy & Gas Transmission Inc., fka PG&E National Energy Group Inc. -- http://www.pge.com/-- operated electric generating and natural gas pipeline facilities and provided energy trading, marketing and risk-management services. The Company and six of its affiliates filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md. Case No. 03-30459). When the Company filed for protection from its creditors, it listed $7.613 billion in assets and $9.062 billion in debts. NEGT received bankruptcy court approval of its reorganization plan in May 2004, and emerged from bankruptcy on Oct. 29, 2004. NEGT's affiliates -- NEGT Energy Trading Holdings Corp., NEGT Energy Trading - Gas Corporation, NEGT ET Investments Corp., NEGT Energy Trading - Power, L.P., Energy Services Ventures, Inc., and Quantum Ventures -- filed their First Amended Plan and Disclosure Statement on March 3, 2005, which was confirmed on April 19, 2005. On Nov. 6, 2006, Judge Mannes entered a final decree closing Quantum Ventures' Chapter 11 case with its estate having been fully administered. NEGT has issued 100% of its equity and $1 billion in notes to its unsecured creditors -- a diversified group of banks and other financial institutions. On June 30, 2005, NEGT made a distribution, principally as a result of the disallowance of certain Disputed Class 3 Claims totaling roughly $385 million, pursuant to the plan to holders of Allowed Class 3 Claims entitled thereto. NEGT ceased operations during 2005 and has closed on all the sales of its major assets. In January 2005, NEGT closed on the roughly $521 million equity interest sale of 11 power plants and other assets to Cogentrix Power Holdings LLC (formerly known as GS Power Holdings II LLC), a subsidiary of Cogentrix Energy, Inc. In January 2005, NEGT's USGen New England, Inc. subsidiary closed on its roughly $656 million sale of three fossil fuel plants to Dominion. In March 2005, USGen closed on the roughly $505 million sale of its hydroelectric generation assets to an affiliate of TransCanada Corporation. In November 2004, NEGT closed on the sale of its Gas Transmission Northwest Corporation subsidiary to TransCanada for $1.7 billion, which included $500 million of assumed debt. NAVISTAR INT'L: Ret. Gen. McChrystal Appointed to Board ------------------------------------------------------- Navistar International Corporation announced that retired General Stanley A. McChrystal, one of the nation's most accomplished military leaders, has been named to its board of directors, effective immediately. The selection of Gen. McChrystal increases the number of Navistar board members to 11. He was appointed to be a member of the board's finance committee. Gen. McChrystal, 56, is a 34-year U.S. Army veteran of multiple wars. He commanded the U.S. and NATO's security mission in Afghanistan, served as the director of the Joint Staff and was the Commander of Joint Special Operations Command, where he was responsible for the nation's deployed military counter terrorism efforts. Gen. McChrystal is a graduate of the United States Military Academy at West Point, the United States Naval Command and Staff College and was a military fellow at both the Council on Foreign Relations and the Kennedy School of Government at Harvard University. Currently the General is a member of the board of directors of JetBlue Airways Corporation, a commercial airline. He is also teaching a seminar on leadership at the Jackson Institute for Global Affairs at Yale University and serves alongside his wife, Annie, on the board of directors for the Yellow Ribbon Fund, a non-profit organization committed to helping wounded veterans and their families. "We are fortunate that Gen. McChrystal is joining the Navistar board of directors," said Daniel C. Ustian, Navistar chairman, president and chief executive officer. "His years of military leadership and service will be of great value to Navistar as we further expand our global and military businesses." About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion in total assets, $10.65 billion in total liabilities, and a stockholders' deficit of $932.0 million. Navistar has a BB-/Stable/-- corporate credit rating from Standard & Poor's and a 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in October 2010 that Navistar's B1 rating could improve if the North American truck market remains on track for a sustained recovery into 2011, and Navistar's operational initiatives to moderate its vulnerability to the truck cycle show evidence of taking hold. NEW STREAM: Prepackaged Plan Opposed by Some Investors ------------------------------------------------------ Toptani Law Offices, Mazzeo Song & Bradham LLP and Stevens & Lee, P.C. will represent a group of investors that will take formal legal action to oppose the proposed pre-packaged bankruptcy plan of New Stream Capital, L.P., a Connecticut-based hedge fund that once boasted firm-wide assets of US$1.2 billion. Several months ago, New Stream announced that it had entered into an agreement with its Bermuda investors to liquidate its master fund, and that upon the consent of its US and Cayman investors, it would voluntarily file Chapter 11 bankruptcy petitions. However, the US and Cayman investors only recently received a formal Plan of Reorganization and Disclosure Statement describing the terms of New Stream's proposed liquidation. New Stream last week announced an amendment to the Disclosure Statement, thereby extending the time by which US and Cayman investors must cast their ballots with respect to the Plan from Feb. 22 to March 8. The investor group opposing New Stream's Plan is comprised of US and Cayman investors who invested nearly US$90 million in New Stream after it announced a new fund structure at the end of 2007. The investor group identifies four main concerns with the proposed Plan and in sum, the investor group believes that the Plan presents a woefully inequitable division of New Stream's remaining assets and is contrary to applicable law. First, the Bermuda investors are receiving far too large a percentage of New Stream's remaining assets on account of their allegedly senior secured position because: (a) when the US and Cayman investors invested in the current fund structure, they relied on New Stream's assurances that all investors would be treated pari passu, and (b) a substantial portion of the investments made by the US and Cayman investors -- who contributed nearly one-half of New Stream's total investment capital -- was used to purchase and maintain life insurance assets that the Bermuda investors now claim as their collateral. These life insurance assets, which were valued by New Stream at US$350 million, are being sold for US$127.5 million, the proceeds of which will be distributed to the Bermuda investors under the Plan. As a result, it is likely that the US and Cayman investors will receive less than 5% of New Stream's remaining assets, while the Bermuda investors will receive at least 95%. Second, those few assets that are being distributed to the US and Cayman investors under the Plan appear to be grossly overvalued. In particular, the allegedly most significant asset being distributed to the US and Cayman investors is the common stock in a company called NorthStar Financial Services Ltd. The Disclosure Statement values NorthStar at up to US$40 million, but less than a year ago, New Stream's President, Perry Gilles, submitted a sworn affidavit in the Bermuda Supreme Court in which he testified that a sale of NorthStar in 2009 would have required payment to the purchaser of up to US$75 million. Third, several valuable causes of action to rectify these and other injustices are being released under the Plan without adequate consideration. For example, Mr. Gilles also testified by sworn affidavit in the Bermuda litigation that New Stream regularly commingled its assets without regard to legal ownership between the different New Stream entities. Furthermore, he vigorously advocated that in a bankruptcy case, the US and Cayman investors would be able to assert good claims for substantive consolidation and/or equitable subordination to equalize the distribution of assets. Fourth, New Stream management and other insiders are receiving unwarranted benefits under the proposed Plan: (a) they are being released from all investor and creditor claims without any adequate consideration, (b) US$2 million is being set aside for management to respond to an ongoing SEC investigation (as well as any administrative, regulatory or criminal investigation against the debtors or their former or current managers, officers, directors and employees, and to pay defense costs not paid by insurance carriers), (c) the debtors are indemnifying their managers, officers, directors and employees, (d) management will receive additional fees and management roles in various new entities, and (e) New Stream's attorney-client privilege is being preserved, which will likely benefit only the insiders and hinder investigations into any insider malfeasance. By seeking to induce US and Cayman investors to relinquish the significant claims they hold, New Stream is promoting an inequitable Plan that provides a cash windfall for the Bermuda investors and releases its management from liability. The investor group will vigorously oppose this result. New Steam has represented to investors that those investors who abstain from voting will automatically be deemed to have cast their votes in opposition to the Plan. However, the Disclosure Statement provides otherwise. Therefore, investors who wish to oppose the Plan must return their ballots marked "NO" on or before March 8, 2011 by 5:00 p.m. (PST). New Stream Capital, L.P., is a Connecticut-based hedge fund. NORTHGATE PROPERTIES: Files Schedules of Assets & Liabilities ------------------------------------------------------------- Northgate Properties, Inc., has filed with the U.S. Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,052,600 B. Personal Property $876 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $4,650,000 E. Creditors Holding Unsecured Priority Claims $7,017 F. Creditors Holding Unsecured Non-priority Claims $1,154,376 ----------- ----------- TOTAL $12,053,476 $5,811,393 Reno, Nevada-based Northgate Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on Feb. 14, 2011. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., serves as the Debtor's bankruptcy counsel. NORTHGATE PROPERTIES: Sec. 341(a) Meeting Scheduled for March 14 ---------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Northgate Properties, Inc.'s creditors on March 14, 2011, at 4:00 p.m. The meeting will be held at 300 Booth Street, Room 3024, Reno, NV 89509. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Reno, Nevada-based Northgate Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on Feb. 14, 2011. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $12,053,476 in total assets and $5,811,393 in total debts. NOVADEL PHARMA: Announces $1.6 Million Equity Financing ------------------------------------------------------- NovaDel Pharma Inc. entered into a securities purchase agreement to raise $1.6 million in gross proceeds through the sale of 1,667 shares of its Series A Convertible Preferred Stock to institutional investors having a stated value of $1,000 per share for a price of $960 per share, resulting in an original issue discount of 4%. The shares of Series A Convertible Preferred Stock are initially convertible into 16,670,000 shares of the Company's common stock at a conversion price of $0.10 per share. The investors also received Series A Warrants, with a 5 year term, to purchase up to 16,670,000 shares of the Company's common stock in the aggregate at an exercise price of $0.15 per share; Series B Warrants, with a 1 year term, to purchase up to 16,670,000 shares of the Company's common stock in the aggregate at an exercise price of $0.10 per share; and Series C Warrants, with a 5 year term, to purchase up to 16,670,000 shares of the Company's common stock in the aggregate at an exercise price of $0.15 per share. The Series B Warrants are immediately exercisable, while the Series A Warrants and Series C Warrants are only exercisable on and after Feb. 15, 2012. The Series C Warrants may only be exercised by the holder thereof to the extent and in the same percentage that the holder exercises its Series B Warrant. The offering closed on Feb. 14, 2011 simultaneously with the execution of the securities purchase agreement. The net proceeds of the financing will be used primarily for the continued development of DuromistTM, the Company's oral spray formulation of sildenafil citrate for erectile dysfunction, development of the Company's other product candidates and for general working capital purposes. Roth Capital Partners served as the sole placement agent for the offering. The shares of preferred stock, warrants and shares of common stock underlying the preferred stock and the Series B Warrant are being offered pursuant to a prospectus forming a part of the Company's effective registration statement (File No. 333-170066) filed with the Securities and Exchange Commission, a copy of which may be obtained at the SEC's website at http://www.sec.gov. About NovaDel Pharma Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL) -- http://www.novadel.com/-- is a specialty pharmaceutical company developing oral spray formulations for a broad range of marketed pharmaceuticals. The Company's balance sheet at Sept. 30, 2010, showed $2.06 million in total assets, $9.10 million in total liabilities, and a stockholders' deficit of $7.04 million. As reported in the Troubled Company Reporter on April 6, 2010, J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The independent auditors noted of the Company's recurring losses from operations and negative cash flows from operating activities. NPS PHARMACEUTICALS: Incurs $31.44-Mil. Net Loss in 2010 -------------------------------------------------------- NPS Pharmaceuticals, Inc., filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission reporting a consolidated net loss of $31.44 million on $89.41 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.86 million on $84.15 million of total revenue during the prior year. The Company and its subsidiaries' consolidated balance sheet at Dec. 31, 2010 showed $228.90 million in total assets, $384.18 million in total liabilities and a $155.27 million stockholders' deficit. "In 2010 we achieved our stated objectives and delivered meaningful results across all aspects of our business," said Francois Nader, MD, president and chief executive officer of NPS Pharmaceuticals. "We recently reported positive top-line data from our Phase 3 STEPS study of GATTEX in short bowel syndrome and expect to submit our U.S. marketing application later this year. We are also pleased with the progress of our NPSP558 pivotal registration study in hypoparathyroidism. We achieved our randomization target ahead of prior guidance and now expect to report top-line results before the end of this year. And we further enhanced our financial position through successful financing activities and delivering full-year cash burn at the low end of our guidance." A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?73a8 About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it has not been profitable since its inception in 1986. As of December 31, 2009, it had an accumulated deficit of $922.7 million. "Currently, we are not a self-sustaining business and certain economic, operational and strategic factors may require us to secure additional funds." The Company though believes its existing capital resources at December 31, 2009, along with the receipt of $38.4 million from the sale of its REGPARA royalty stream, should be sufficient to fund its current and planned operations through at least January 1, 2011. OTTER TAIL: Wins Nod to Sell to Green Plains -------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Otter Tail AG Enterprises LLC was authorized by the bankruptcy court to sell its 55-million-gallon-a-year ethanol plant in Fergus Falls, Minnesota, to Green Plains Renewable Energy Inc. for a base price of $55 million cash. When inventories are taken into consideration, Otter Tail estimated the total price would be $62.5 million. No one made a competing bid, so the auction was canceled. 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. PATRICK HACKETT: Court Orders March 12 Auction for Assets --------------------------------------------------------- Brian Kelly at the Watertown Daily Times reports that a federal bankruptcy judge ordered the sale, as part of a liquidation action, of the assets of the Patrick Hackett Hardware Co. at a public auction March 12, 2011. Mr. Kelly, citing court documents, says the sale will include all of Hacketts' remaining real estate in Ogdensburg, New York, which consists of its offices and flagship location at 1223 Pickering St., as well as equipment and inventory. According to the trustee overseeing the liquidation, Christian H. Dribusch, Albany, the judge also approved the sale of a second building across State Street to a private buyer. About Patrick Hackett Patrick Hackett Hardware Company began in 1830 as a hardware store in upstate New York. Hackett now operates full-service department stores and a specialty store, selling a full line of clothes, consumer electronics, cell phones, shoes, housewares, hardware and others. Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr. N.D. N.Y Case No. 09-63135). The Debtor estimated less than $10 million in total assets in its Chapter 11 petition. Hackett's Stores, Inc., is the parent company of Patrick Hackett. Hackett's Stores (Pink Sheets:HCKI) is a holding of Seaway Valley Capital Corporation (Pink Sheets:SEVA). Hackett's Stores is not nor has ever been in bankruptcy or bankruptcy protection. QWEST COMMUNICATIONS: Incurs $55 Million Net Loss in 2010 --------------------------------------------------------- Qwest Communications International Inc. filed with the U.S. Securities and Exchange Commission its annual report for the fiscal year ended Dec. 31, 2010. The Company reported a net loss of $55 million on $11.73 billion of operating revenue for the year ended Dec. 31, 2010, compared with net income of $662 million on $12.31 million of operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $17.22 billion in total assets, $18.87 billion in total liabilities and a $1.65 billion stockholders' deficit. "We continued to make solid progress, and I am pleased with the results we delivered in the fourth quarter and for the full year," said Edward A. Mueller, Qwest chairman and CEO. "We improved revenue trends, expanded margins and generated significant free cash flow, while aggressively deploying fiber-based services to meet the needs of our customers. We also made substantial progress toward the completion of our merger with CenturyLink having received approval in 18 states with approvals pending in four additional states and the FCC. While the timing of the receipt of these approvals cannot be predicted with certainty, we currently expect to receive all required approvals in the first quarter and are planning toward an April 1 closing date." A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?73a5 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. 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. RADLAX GATEWAY: Perkins Coie Allowed $342,025 in Interim Fees ------------------------------------------------------------- Bankruptcy Judge Brace W. Black allowed Perkins Coie, LLP, attorney for RadLAX Gateway Hotel, LLC, and its debtor-affiliates $342,025 in interim fees and costs. A copy of the Court's Feb. 17, 2011 Findings of Fact and Conclusions of Law is available at http://is.gd/sOzP3pfrom Leagle.com. About RadLAX Gateway Hotel RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles International Airport. Affiliate River Road Hotel Partners, LLC, developed and manage the InterContinental Hotel Chicago O'Hare located in Rosemont, Illinois. Both are ultimately controlled owned by Harp Group. RadLAX and its affiliates filed a separate chapter 11 petition (Bankr. N.D. Ill. Case No 09-30047), estimating assets at $50 million to $100 million. River Road and its affiliates filed Chapter 11 in Chicago on August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029). Based in Oak Brook, Illinois, River Road estimated assets of as much as $100 million and debt of as much as $500 million in its Chapter 11 petition. David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the River Road and RadLAX debtors. The two cases, however, are not jointly administered. REGAL ENTERTAINMENT: Plans to Offer $100 Million of Senior Notes ---------------------------------------------------------------- Regal Entertainment Group announced that it plans to offer $100 million aggregate principal amount of its 9.125% senior notes due 2018 at a price to the public of 104.5% of their face value. The Notes will constitute additional securities under the Indenture, dated as of Aug. 16, 2010, between the Company and Wells Fargo Bank, National Association, as trustee, pursuant to which the Company issued $275 million in aggregate principal amount of its 9.125% senior notes due 2018 on Aug. 16, 2010 and $150 million in aggregate principal amount of its 9.125% senior notes due 2018 on Jan. 7, 2011. The Notes will be treated as a single series with, and will have the same terms as, the Prior Notes and will be fungible with the Prior Notes. The Company anticipates that the offering will close on or around Feb. 15, 2011, subject to customary closing conditions. The Company intends to use all of the net proceeds of the offering (i) to pay down a portion of the Company's outstanding obligations under its senior credit facility, (ii) for general corporate purposes, which may include the redemption, repayment or repurchase of indebtedness and (iii) to pay fees and expenses related to the offering. A registration statement on Form S-3, File No. 333-168703, relating to the Notes has been filed with the Securities and Exchange Commission and became effective upon filing. Credit Suisse Securities (USA) LLC is acting as book running manager for the offering. About Regal Entertainment Group Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE: RGC) -- http://www.REGmovies.com/-- is the largest motion picture exhibitor in the world. Regal's theatre circuit, comprising Regal Cinemas, United Artists Theatres and Edwards Theatres, operates 6,739 screens in 545 locations in 38 states and the District of Columbia. Regal operates theatres in 43 of the top 50 U.S. designated market areas. The Company's balance sheet at Sept. 30, 2010, showed $2.67 billion in total assets, $2.94 billion in total liabilities, and a stockholders' deficit of $267.3 million. * * * Regal Entertainment carries 'B1' corporate family and probability of default ratings from Moody's Investors Service, 'B+' issuer default rating from Fitch Ratings, and 'B+' corporate credit rating from Standard & Poor's Ratings Services. Moody's said in February 2011 that Regal's B1 CFR reflects the trade-offs between the relative stability and the small magnitude of the company's cash flow stream. With no change expected in either parameter, and with very good liquidity, the rating outlook is stable. S&P said in February that the rating reflects S&P's view that the company's aggressive financial policies will likely cause leverage to remain elevated over the intermediate term. Furthermore, Regal's revenue and EBITDA trends are highly dependent on the performance of the U.S. box office. Other rating factors include the company's participation in the mature and highly competitive U.S. movie exhibition industry, exposure to the fluctuating popularity of Hollywood films, and the long-term risk of increased competition from the proliferation of entertainment alternatives. SABRE DEFENCE: Owner Faces Extradition for Trafficking Charges -------------------------------------------------------------- Annie Johnson at Nashville Business Journal reports that Guy Savage, owner of Nashville-based Sabre Defence Industries, will face an extradition hearing after being arrested in his home in Britain for weapons-trafficking charges in the United States. The top officials of Sabre Defence face criminal charges alleging they illegally imported and exported firearms. U.S. prosecutors filed a sealed criminal indictment against Sabre and the managers on Jan. 13. Headquartered in Nashville, Tenn., Sabre Defence Industries LLC is a maker of semi-automatic, fully-automatic and assault rifles. Sabre Defence Industries LLC filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 11-01431) on Feb. 15, 2011. Sabre reported no more than $50,000 each in assets and debts in a bare-bones bankruptcy filing. See http://bankrupt.com/misc/tnmb11-01431.pdf The Nashville Business Journal notes the Company filed its Chapter 11 petition with the U.S. Bankruptcy Court in Nashville, the same district where its biggest customer -- the U.S. government -- sued the company and five of its managers. SEAHAWK DRILLING: Court Sets March 15 Hearing for Sale to Hercules ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas has set a hearing schedule on Seahawk Drilling Inc.'s request to sell substantially all of its assets to Hercules Offshore, Inc., and SD Drilling LLC. The Court will conduct a pre-trial conference on March 10, 2011, at 9:00 a.m. (CST). A final hearing is set for March 15, 2011, at 10:00 a.m. (CST). Objections, if any, must be filed no later than 4:00 p.m. on March 9, 2011. As reported in the Feb. 15, 2011 edition of the Troubled Company Reporter, the Company has filed for Chapter 11 protection to complete the sale of all assets to Hercules Offshore. A copy of the Asset Purchase Agreement with Hercules Offshore is available for free at: http://bankrupt.com/misc/SEAHAWK_DRILLING_apa.pdf The executed APA contemplates the acquisition by Hercules or one or more of its subsidiaries of substantially all of the assets and jackup rigs of the Debtors through a sale. The aggregate consideration for the Purchased Assets is: a) 22,321,425 shares of Hercules Common Stock plus b) cash in an amount equal to $25,000,012. Using the closing stock price of Hercules' stock as of February 10, 2011, the Base Aggregate Consideration would be valued at approximately $105 million before any adjustments. The Base Aggregate Consideration is to be payable at closing by the Purchaser to the Debtors. About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. It filed for Chapter 11 bankruptcy protection on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089). Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11- 20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11- 20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11- 20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No. 11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex. Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex. Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex. Case No. 11-20095) filed separate Chapter 11 petitions. Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as the Debtors' co-counsel. Alvarez And Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons And Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. SEAHAWK DRILLING: To Have Official Shareholders' Committee ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Seahawk Drilling Inc. will have an official committee to represent shareholders, as the result of a ruling on Feb. 18 by the U.S. bankruptcy judge in Corpus Christi, Texas. According to the report, the motion for an additional committee was filed by MHR Fund Management LLC and three other shareholders. They believe Seahawk is "clearly solvent." New York-based MHR is Seahawk's largest shareholder, with almost 10% of the stock, according to Bloomberg data. About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. It filed for Chapter 11 bankruptcy protection on Feb. 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089). Seahawk Drilling filed together with the bankruptcy petition a request to sell its assets to Hercules Offshore, Inc., for $105 million in cash and shares. Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No. 11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex. Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex. Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex. Case No. 11-20095) filed separate Chapter 11 petitions. Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves as the Debtors' co-counsel. Simmons and Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. SHAMROCK HOLDINGS: Brookside Community Owner in Chapter 11 ---------------------------------------------------------- Annie Johnson, staff writer at the Nashville Business Journal, reports that Shamrock Holdings LLC, which has sought Chapter 11 protection, owns about 15 residential lots in Nashville's Brookside community. The Business Journal notes that among the Debtor's largest unsecured creditors is Chase bank for $8,000 but the bulk of debt appears to come from secured claims, including $258,000 owed to Green Bank of Brentwood and $75,000 in liens on 14 lots with infrastructure at Patina Circle. The 14 lots are valued at $1.7 million According to the Tennessee Department of State, Bruce Alan Hardin is listed as president of the Company and also a registered agent for the firm. Shamrock Holdings Inc. filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 11-01601) on Feb. 18, 2011. David Foster Cannon, Esq., serves as counsel to the Debtor. The Debtor estimated assets of $2,331,100 and liabilities of $1,691,608 as of the bankruptcy filing. Yesterday's issue of the Troubled Company Reporter published a case summary for Shamrock Holdings. SIGNAL HILL: Sec. 341(a) Meeting Scheduled for March April 11 ------------------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of Signal Hill Crossroads, LLC's creditors on April 11, 2011, at 11:00 a.m. The meeting will be held at cr mtg, CVL, Courtroom 100, US Courthouse, 255 West Main Street, Charlottesville, VA 22902. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11- 60365) on Feb. 14, 2011. Douglas E. Little, Esq., at Douglas E. Little, Attorney At Law, serves at the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. SIRIUS XM: Incurs $81.44 Million Net Loss in 4th Quarter -------------------------------------------------------- Sirius XM Radio announced g a net loss of $81.44 million on $735.90 million of total revenue for the three months ended Dec. 31, 2010, compared with net income of $11.78 million on $676.17 million of total revenue for the same period a year ago. The Company also reported net income of $43.05 million on $2.82 billion of total revenue for the twelve months ended Dec. 31, 2010, compared with a net loss of $352.04 million on $2.47 billion of total revenue during the twelve months ended Dec. 31, 2009. The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion in total assets, $7.17 billion in total liabilities and $207.64 million in total stockholders' equity. "SiriusXM's results in 2010 were exceptional, surpassing our guidance and achieving record revenues, adjusted EBITDA and free cash flow. Our unparalleled content and the continuing improvements in the economy helped us attain a record-high subscriber base of 20.2 million. Our laser-like focus on profitable growth delivered a 35% increase in adjusted EBITDA to $626 million, and produced free cash flow of more than $200 million," noted Mel Karmazin, Chief Executive Officer, SiriusXM. A full-text copy of the press release announcing the financial results is available at no charge at: http://ResearchArchives.com/t/s?73a6 About Sirius XM Radio Based in New York, Sirius XM Radio Inc. has two principal wholly owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service. In July 2008, the Company's wholly owned subsidiary, Vernon Merger Corporation, merged with and into XM Satellite Radio Holdings Inc. and, as a result, XM Satellite Radio Holdings Inc. became Sirius' wholly owned subsidiary. * * * Sirius carries (i) a 'B+' corporate credit rating from Standard & Poor's and (ii) 'B3' corporate family rating and 'B2' probability of default rating from Moody's. In October 2010, Moody's said the upgrade of Sirius XM's CFR to 'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating Moody's standard adjustments) less capital spending to interest expense will grow and comfortably exceed 1x in 2011, reflecting higher than anticipated subscribers and revenue and reduced debt service and programming costs. As announced on October 1, 2010, the company expects to add more than 1.3 million subscribers in FY2010, bringing the year end total to 20.1 million and exceeding prior expectations. Despite high churn in the subscriber base, vulnerability to cyclical consumer spending, and increasing wireless competition, Moody's believe subscriptions will grow through the end of 2011 as the economy and automotive sales recover. Heightened capital spending related to the ongoing construction and launch of two satellites will likely limit free cash flow generation in 2011. The rating also reflects the company's sizable debt burden as well as the need to invest significantly in programming, marketing, launching new services, and maintaining a satellite fleet to attract subscribers in addition to delivering content. SONRISA PROPERTIES: Continuance of Hearing on Compass Plan Denied ----------------------------------------------------------------- Bankruptcy Judge Letitia Z. Paul denied separate requests by Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., for continuance of the confirmation hearings set for Feb. 22, 2011, on the bankruptcy plans proposed by Compass Bank in each of the Debtors' cases. The Debtors' counsel articulated three arguments: that due process requires that the plans be heard simultaneously; that it is awkward to have a hearing on one plan when there are competing plans; and that doing so represents a waste of judicial resources. Compass Bank opposes a continuance of the confirmation hearing as to Compass Bank's plans. Sonrisa Properties and Sonrisa Realty Partners are joint makers on a note payable to Texas State Bank. Compass Bank is the successor in interest to Texas State Bank. Compass Bank has filed a proof of claim in each of the cases for $8,664,457. The Debtors' cases have been pending for over one year. The Debtors' exclusive period has expired. The Debtors each have proposed a plan with respect to the development of their unimproved real property located in League City, Texas, and restructuring of their debts, including the debt owed to Compass Bank. The Debtors' plans provide generally that 35 acres of the remaining property would be sold to a developer of an outlet mall. A third party was to provide $1 million to be deposited in an account at Compass Bank, to be applied to interest as it accrued. The net proceeds, both of sales of the 35 acres, and of subsequent sales, would be applied as principal reduction payments on the Compass Bank debt. The plan provided for payment to unsecured creditors after payment of Compass Bank's secured claim, and reimbursement in full of the $1 million contributed by a third party. Compass Bank filed a competing plan in each of the two cases. Compass Bank's plans provide generally for a sale, at auction (via one or more cash or credit bid sales), of the entirety of the Debtors' remaining real property. Compass asserts that the proceeds of sale will be sufficient to pay all claims. Disclosure statements were approved as to the Debtors' plans and Compass Bank's plans. The confirmation hearings were set for Feb. 22, 2011 with respect to Debtors' plans and Compass Bank's plans. On Feb. 4, 2011, the Debtors each filed an amended plan. The amended plans provide generally that, in place of the $1 million to be contributed by the new investor under the plan set for confirmation on Feb. 22, 2011, the proposed option purchaser of the 35 acres would loan $1.35 million to SRPL, secured by a second lien in the property. The proposed purchaser would also obtain an exclusive option to purchase an additional 15 acres. The proceeds of the $1.35 million loan would be disbursed $1 million to Compass Bank, to be applied as a principal reduction, and the remainder to be applied to interest as it accrues. The proceeds of future sales will be applied to the Compass Bank debt. On Feb. 10, 2011, the Debtors each filed an amended disclosure statement addressing the Feb. 4 amended plans. The Court noted that Compass Bank has incurred the expense of soliciting votes for its plans. The Debtors have had an agreement in place with the proposed purchaser of the 35 acres since at least Sept. 24, 2010, and, while proceeding to litigate contests over the adequacy of the Debtors' and Compass Bank's disclosure statements, apparently have continued to change the terms of the agreement they originally negotiated. A copy of Judge Paul's Feb. 18, 2011 memorandum opinion is available at http://is.gd/G1xaSbfrom Leagle.com. About Sonrisa Properties Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., each of which is a single asset real estate entity, own unimproved real property located in League City, Texas. Sonrisa Properties filed for Chapter 11 bankruptcy protection on Jan. 4, 2010 (Bankr. S.D. Tex. Case No. 10-80012), to stop Compass Bank, the largest secured creditor, from foreclosing on the property. Sonrisa Realty Partners also filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10-30084) on the same day. The two cases are not jointly administered. Karen R. Emmott, Esq., in Houston, Texas, represents both Debtors. Sonrisa Properties disclosed $21,098,818 in assets and $8,420,540 in liabilities as of the Petition Date. Sonrisa Realty Partners estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. In February 2010, the Sonrisa Realty Partners case was transferred to the Galveston Division (Bankr. S.D. Tex. Case No. 10-80026). SONRISA REALTY: Continuance of Hearing on Compass Plan Denied ------------------------------------------------------------- Bankruptcy Judge Letitia Z. Paul denied separate requests by Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., for continuance of the confirmation hearings set for Feb. 22, 2011, on the bankruptcy plans proposed by Compass Bank in each of the Debtors' cases. The Debtors' counsel articulated three arguments: that due process requires that the plans be heard simultaneously; that it is awkward to have a hearing on one plan when there are competing plans; and that doing so represents a waste of judicial resources. Compass Bank opposes a continuance of the confirmation hearing as to Compass Bank's plans. Sonrisa Properties and Sonrisa Realty Partners are joint makers on a note payable to Texas State Bank. Compass Bank is the successor in interest to Texas State Bank. Compass Bank has filed a proof of claim in each of the cases for $8,664,457. The Debtors' cases have been pending for over one year. The Debtors' exclusive period has expired. The Debtors each have proposed a plan with respect to the development of their unimproved real property located in League City, Texas, and restructuring of their debts, including the debt owed to Compass Bank. The Debtors' plans provide generally that 35 acres of the remaining property would be sold to a developer of an outlet mall. A third party was to provide $1 million to be deposited in an account at Compass Bank, to be applied to interest as it accrued. The net proceeds, both of sales of the 35 acres, and of subsequent sales, would be applied as principal reduction payments on the Compass Bank debt. The plan provided for payment to unsecured creditors after payment of Compass Bank's secured claim, and reimbursement in full of the $1 million contributed by a third party. Compass Bank filed a competing plan in each of the two cases. Compass Bank's plans provide generally for a sale, at auction (via one or more cash or credit bid sales), of the entirety of the Debtors' remaining real property. Compass asserts that the proceeds of sale will be sufficient to pay all claims. Disclosure statements were approved as to the Debtors' plans and Compass Bank's plans. The confirmation hearings were set for Feb. 22, 2011 with respect to Debtors' plans and Compass Bank's plans. On Feb. 4, 2011, the Debtors each filed an amended plan. The amended plans provide generally that, in place of the $1 million to be contributed by the new investor under the plan set for confirmation on Feb. 22, 2011, the proposed option purchaser of the 35 acres would loan $1.35 million to SRPL, secured by a second lien in the property. The proposed purchaser would also obtain an exclusive option to purchase an additional 15 acres. The proceeds of the $1.35 million loan would be disbursed $1 million to Compass Bank, to be applied as a principal reduction, and the remainder to be applied to interest as it accrues. The proceeds of future sales will be applied to the Compass Bank debt. On Feb. 10, 2011, the Debtors each filed an amended disclosure statement addressing the Feb. 4 amended plans. The Court noted that Compass Bank has incurred the expense of soliciting votes for its plans. The Debtors have had an agreement in place with the proposed purchaser of the 35 acres since at least Sept. 24, 2010, and, while proceeding to litigate contests over the adequacy of the Debtors' and Compass Bank's disclosure statements, apparently have continued to change the terms of the agreement they originally negotiated. A copy of Judge Paul's Feb. 18, 2011 memorandum opinion is available at http://is.gd/G1xaSbfrom Leagle.com. About Sonrisa Properties Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., each of which is a single asset real estate entity, own unimproved real property located in League City, Texas. Sonrisa Properties filed for Chapter 11 bankruptcy protection on Jan. 4, 2010 (Bankr. S.D. Tex. Case No. 10-80012), to stop Compass Bank, the largest secured creditor, from foreclosing on the property. Sonrisa Realty Partners also filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10-30084) on the same day. The two cases are not jointly administered. Karen R. Emmott, Esq., in Houston, Texas, represents both Debtors. Sonrisa Properties disclosed $21,098,818 in assets and $8,420,540 in liabilities as of the Petition Date. Sonrisa Realty Partners estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. In February 2010, the Sonrisa Realty Partners case was transferred to the Galveston Division (Bankr. S.D. Tex. Case No. 10-80026). SOUTHPEAK INTERACTIVE: Posts $2.1 Million Loss in Dec. 31 Quarter ----------------------------------------------------------------- SouthPeak Interactive Corporation announced in a press release Thursday its financial results for the fiscal 2011 second quarter which ended Dec. 31, 2010. "In regaining our rights to the highly popular My Baby First Steps we experienced a significant legal victory. We capitalized upon this returning My Baby to the retail channel, where we hope to continue the phenomenal sales initiated by our innovative marketing and PR strategies," said Melanie Mroz, President and CEO of SouthPeak. "In addition, the quarter saw excellent progress as we look to the future and our digital strategy, which included the acquisition of an industry veteran to lead this important part of our business model. Furthermore, our operational strategy delivered positive changes including continued and substantial expense reductions, effectively aligning our cost structure with our anticipated revenue stream." Terry Phillips, Chairman of SouthPeak, added, "During this quarter, our substantial investment in the release of Two Worlds II delivered terrific momentum and broad-scale consumer anticipation and excitement. We are also thrilled by our new relationship with NVIDIA; we believe that they are an ideal partner as we head toward our goal of becoming a market leader in mobile and tablet gaming." For the second quarter that ended Dec. 31, 2010, SouthPeak reported net revenues of $7.5 million, compared with $10.1 million in the second quarter ended December 31, 2009. The decrease in revenues was primarily due to a 28% decrease in the number of units shipped in the fiscal 2011 period. For the three months that ended Dec. 31, 2010, gross profit decreased to $978,000, or 13% of revenues, from $3.2 million, or 32% of revenues, in the comparable period in 2009. The decrease in gross profit was due primarily to increased royalty expense associated with the sale of co-publishing titles during the three months ended Dec. 31, 2010, versus the prior period. Total operating expenses for the second quarter of fiscal 2011 decreased by 37% to $3.3 million, compared with $5.3 million in the second quarter of fiscal 2010. GAAP net loss for the second quarter of fiscal 2011 was $2.1 million, compared with GAAP net loss of $2.6 million in the second quarter of fiscal 2010. Adjusted EBITDA for the second quarter of fiscal 2011 was a loss $615,000, compared with adjusted EBITDA of $1.3 million in the prior fiscal year period. The Company's balance sheet at Dec. 31, 2010, showed $29.3 million in total assets, $31.1 million in total liabilities, and a stockholders' deficit of $1.8 million. As reported in the Troubled Company Reporter on Oct. 18, 2010, Reznick Group, P.C., in Vienna, Va., expressed substantial doubt about the SouthPeak Interactive's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operating activities, has substantial contingencies, and is in default of its production advance payable. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?73b0 A full-text copy of the press release is available for free at: http://researcharchives.com/t/s?73af About SouthPeak Interactive SouthPeak Interactive Corporation (OTC BB: SOPK) -- http://www.southpeakgames.com/-- develops and publishes interactive entertainment software for all current hardware platforms including: PlayStation(R)3 computer entertainment system, PSP(R) (PlayStation(R)Portable) system, PlayStation(R)2 computer entertainment system, PSP(R)go system, Xbox 360(R) videogame and entertainment system, Wii(TM), Nintendo DS(TM), Nintendo DSi(TM) and PC. SouthPeak's games cover all major genres including action/adventure, role playing, racing, puzzle strategy, fighting and combat. SouthPeak's products are sold in retail outlets in North America, Europe, Australia and Asia. SouthPeak is headquartered in Midlothian, Virginia, and has offices in Grapevine, Texas and Leicester, England. SouthPeak's extensive portfolio of over 50 interactive entertainment games spans a variety of platforms and genres including RPG, simulation, FPS, sports, strategy, puzzle and fighting. SPOT MOBILE: Incurs $3.56 Million Net Loss in Fiscal 2010 --------------------------------------------------------- Spot Mobile International Ltd. filed its annual report on Form 10-K, reporting a net loss of $3.56 million on $16.08 million of revenue for the year ended Oct. 31, 2010, compared with a net loss of $712,601 on $23.74 million of revenue during the prior year. The Company's balance sheet at Oct. 31, 2010 showed $2.32 million in total assets, $5.02 million in total liabilities and a $2.70 million stockholders' deficit. GHP Horwath, P.C., in Denver, Colorado in its report on the Company's consolidated financial statements for fiscal 2010 notes that the Company reported a net loss of approximately $3,560,000 for the year ended Oct. 31, 2010, and has a working capital deficiency and shareholders' deficit of approximately $2,942,000, and $2,703,000, respectively, at Oct. 31, 2010. "These conditions raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?73aa About Spot Mobile Spot Mobile, formerly Rapid Link Incorporated -- http://www.rapidlink.com/-- is a telecommunications services company which, through its wholly owned subsidiary, provides prepaid telecommunication and transaction based point of sale activation solutions through 1,000 independent retailers in the Eastern United States. The Company also provides long distance services and plans to expand its product offering to include mobile and wireless services. SRKO FAMILY LP: Richardson Trustee Wants to Control 2 Units ----------------------------------------------------------- Rich Laden at The Gazette, citing papers filed with the U.S. Bankruptcy Court in Denver, reports that a trustee appointed to oversee Jannie Richardson's personal bankruptcy is seeking to take control of two other entities with ties to Mr. Richardson that also filed bankruptcy. According to The Gazette, the trustee either wants himself appointed trustee in the other two bankruptcy cases or wants their business operations turned over to him. The effect of either action could be Mr. Richardson's ouster as the person in control of matters related to Colorado Crossing -- although a bankruptcy court judge must give his approval. The Gazette relates actions taken by Mr. Richardson many months after the bankruptcy filing related to Colorado Crossing -- and which involved various Richardson-related entities -- might have violated bankruptcy laws, which is one of several reasons the trustee's oversight is needed, the motion alleges. For example, the motion said Mr. Richardson dissolved a development firm without court approval or proper notification. The Gazette relates that the motion drew immediate support from G.E. Johnson Construction Co., the Colorado Springs general contractor that's one of more than 40 companies that are owed millions for work they did on Colorado Crossing. About The SRKO Family LP The SRKO Family Limited Partnership, dba Colorado Crossing, is based in Colorado Springs, Colorado. SRKO Family is the owner of the financially troubled Colorado Crossing project. The Company was run by Colorado Springs developer Jannie Richardson. The Company filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. D. Colo. Case No. 10-13186). The Debtor disclosed $34,421,448 in assets and $80,619,854 in liabilities as of the Petition Date. SSG CAPITAL: Court Approves SSG Capital as Investment Banker ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland authorized Frank Parsons Inc. to employ SSG Capital Advisors, LLC, as investment banker. As reported in the Troubled Company Reporter on Jan. 19, 2011, the firm will, among other things: a. prepare an information memorandum describing the Debtor, its historical performance and prospects, including existing contracts, marketing and sales, labor force, and management and anticipated financial results of the Debtor; b. assist the Debtor in developing a Key Employee Incentive Plan, and testify in Court as it relates to the KEIP; c. assist the Debtor in developing a list of suitable potential buyers who will be contacted on a confidential basis after approval by the Debtor; and d. coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum. For its services, SSG will be paid: a. an initial fee of $25,000, due upon execution of its engagement agreement with the Debtor; b. monthly fees of $20,000 per month payable on the first of each month thereafter during the engagement term; c. in the event of a financial restructuring, a fee of $400,000; d. upon the closing of a sale, a fee, payable in cash, in federal funds via wire transfer or certified check, at, and as a condition of closing of such Sale equal to $200,000, plus 5% of total consideration in excess of $5 million. In the event of a sale to W.B. Mason, where no other party has come forward with a bona fide offer, the Sale Fee due SSG will be reduced by $100,000. However, in no event will the sale fee due SSG be less Than $200,000 even in the event of a sale to W.B. Mason with no additional offers; and e. in addition to the foregoing fees, whether or not a transaction is consummated, and in addition to the fees noted which may be payable to SSG hereunder, a reimbursement to SSG upon demand for all of SSG's reasonable out-of-pocket expenses incurred in connection with the subject matter of the engagement. J. Scott Victor, a managing director and founding partner of SSG, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Frank Parsons Hanover, Maryland-based Frank Parsons, Inc. -- http://www.frankparsons.com/-- aka Frank Parsons Paper Company Inc., is the largest employee-owned, business products, technology, and office supplies company in the United States, offering more than 180,000 products from companies such as Avery, Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more. Frank Parsons is an approved contractor on the GSA Schedule and an authorized AbilityOne Distributor. The company holds several environmental certifications, including FSC, SFI, and PEFC. Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 11-10338) on Jan. 6, 2011. Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard, PA, serve as the Debtor's bankruptcy counsel. The Debtor has also tapped Weinsweig Advisors LLC as a restructuring advisor. The Debtor estimated its assets and debts at $10 million to $50 million. STONE CAST: Case Summary & 14 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Stone Cast Inc. 51 Boulevard Queensbury, NY 12804 Bankruptcy Case No.: 11-10451 Chapter 11 Petition Date: February 21, 2011 Court: U.S. Bankruptcy Court Northern District of New York (Albany) Debtor's Counsel: Michael J. Toomey, Esq. TOOMEY & GALLAGHER, LLC. One South Western Plaza P.O. Box 2144 Glens Falls, NY 12801 Tel: (518) 743-9000 E-mail: michaeljtoomeyesq@nycap.rr.com Scheduled Assets: $0 Scheduled Debts: $1,148,927 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nynb11-10451.pdf The petition was signed by Terry Karanikas, president. SUNCAL COS: SunCal-Lehman Plan Outlines Set for May Hearing ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that unless SunCal Cos. and Lehman Brothers Holdings Inc. reach a settlement through mediation, the bankruptcy court in Santa Ana, California, will hold a hearing in May to approve disclosure statements explaining the competing Chapter 11 plans proposed for SunCal. Lehman companies are part owners and lenders to SunCal projects, which are in their own Chapter 11 reorganization in California. The SunCal Chapter 11 filings occurred in November 2008 after Lehman's bankruptcy shut off funding for the projects. According to Mr. Rochelle, the SunCal cases with the competing plans involve about 20 companies. SunCal says that Lehman values the properties at $461 million while SunCal says the value is $246 million. Lehman's disputed claim is $1.94 billion, SunCal said. About SunCal Companies SunCal Companies -- http://www.suncal.com/-- has more than 250,000 residential lots and 10 million square feet of commercial space in various stages of development throughout California, Arizona, Nevada and New Mexico. Some of SunCal's communities include Amerige Heights in Fullerton, Lincoln Crossing near Sacramento and Terra Lago and Fairway Canyon near Palm Springs. SunCal Companies recently added an active-adult, commercial, homebuilding, multifamily and urban divisions; and expanded to Florida, Texas and Washington, D.C. Irvine, California-based Palmdale Hills Property, LLC, develops real estate property. It filed for Chapter 11 protection on Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206). Affiliates who also filed separate Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and SJD Development Corp. Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents Palmdale Hills in its restructuring effort. The Company estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. SWARTWOUT CONSTRUCTION: Files for Ch. 11 to Stop Assets Sale ------------------------------------------------------------ Michael DeMasi at The Business Review reports that Swartwout Construction, Inc., has filed for Chapter 11 bankruptcy protection because of a pending auction of its equipment by First Niagara Bank. According to Company President Dale Swartwout, the Company had not done any business for more than a year. It is selling its equipment to satisfy claims. The Company disclosed $660,000 in assets and $675,482 in liabilities. The assets include trucks, excavators and other construction equipment. Swartwout Construction filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 11-10320) on Feb. 11, 2011. See http://bankrupt.com/misc/nynb11-10320.pdf Swartout was included in the "* Recent Small-Dollar & Individual Chapter 11 Filings" section of the Feb. 17, 2011 edition of the Troubled Company Reporter. TANGLEWOOD FARMS: Court Denies Substantive Consolidation -------------------------------------------------------- Bankruptcy Judge J. Rich Leonard denied the request of the Official Committee of Unsecured Creditors of Tanglewood Farms, Inc., to consolidate the chapter 11 cases of Tanglewood Farms, Inc. of Elizabeth City, and James Howard Winslow, and Billie Reid Winslow. Judge Leonard held that a significant number of creditors are unique to each debtor and as a result of this divergence of creditor claims, the creditors in the Winslow case will be significantly prejudiced by a consolidation of the two debtors' assets and liabilities. The amount is substantial, with close to $2 million in claims present in the Tanglewood case that are not present in the Winslow case. Consolidation in this instance will result in significant dilution of the claims by forcing the creditors of the Winslows to "share on a parity with creditors of a less solvent debtor," Tanglewood. Meherrin Agricultural & Chemical Company and C.A. Perry & Son, Inc. separately objected to the Committee's motion for substantive consolidation. Meherrin and C.A. Perry asserted that substantive consolidation is not in the best interests of the unsecured creditors, collectively. A copy of Judge Leonard's Feb. 18, 2011 order is available at http://is.gd/dZf3fDfrom Leagle.com. About Tanglewood Farms, and James Howard and Billie Reid Winslow Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc. of Elizabeth City filed for Chapter 11 bankruptcy protection on August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the Debtor. The Debtor estimated assets between $1 million and $10 million, and debts between $10 million and $50 million. James Howard Winslow and Billie Reid Winslow filed for Chapter 11 (Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010. TELECONNECT INC: Notifies Late Filing of Quarterly Report --------------------------------------------------------- Teleconnect Inc. notified the U.S. Securities and Exchange Commission regarding the late filing of its quarterly report on Form 10-Q. The Company said additional efforts have been required to file consolidated financials of the recently acquired subsidiary in The Netherlands. About Teleconnect Inc. Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB: TLCO) Teleconnect Inc. (initially named Technology Systems International Inc.) was incorporated under the laws of the State of Florida on November 23, 1998. Serving as a telecommunications service provider in Spain for almost 9 years, the Company never fully reached expectations and decided late in 2008 to change its course of business. In November 2009, 90% of the Company's telecommunication business was sold to a Spanish group of investors, and on October 15, 2010, the Company completed the acquisition of Hollandsche Exploitatie Maatschappij BV (HEM), a Dutch entity established in 2007. HEM's core business involves the age validation of consumers when purchasing products which cannot be sold to minors, such as alcohol or tobacco. The Company regards this age validation business as its new strategic direction. The Dutch companies acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz, The Netherlands, 100%) are considered to function complementary to this new service offering. Through the purchase of HEM and its ownership in Photowizz and Giga Matrix the Company now controls all four pillars under its business model: the manufacturing and leasing of electronic age validation equipment, the performance of age validation transactions remotely, the performance of market surveys and the broadcasting of in-store commercial messages using the age validation equipment in between age checks. The Company's balance sheet at September 30, 2010, showed US$1,936,685 in total assets, US$3,447,165 in total liabilities, all current, and a stockholders' deficit of US$1,510,480. Coulter & Justus, P.C., in Knoxville, Tenn., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency in addition to a working capital deficiency. TERRA BENTLEY: Court Dismisses NRC et al. From Village Suit ----------------------------------------------------------- NRC Advisors, LLC, Steven Seat, Eric Comeau, and Tony Bettis seek dismissal of the suit, Village of Overland Pointe, LLC, v. Terra Bentley II, LLC, NRC Advisors, LLC, Steven Seat, Eric Comeau, Tony Bettis, Adv. Pro. No. 10-6025 (Bankr. D. Kans.). Village is suing under the Kansas Uniform Fraudulent Transfer Act to avoid a mortgage the Debtor gave to another creditor. The NRC Defendants are those who allegedly caused the Debtor to give the mortgage, but there are no allegations that they personally received any interest in the mortgage or any personal benefit from the Debtor granting it. Village seeks relief in three counts. The first two counts ask to have the mortgage avoided, and the third count asks for actual and punitive damages. The NRC Defendants contend the Kansas UFTA does not authorize any recovery from someone who may have participated in a fraudulent transfer but personally received neither any of the property transferred nor any benefit from the transfer. Bankruptcy Judge Dale L. Somers held that the NRC Defendants are right, and their motion to dismiss should be granted. A copy of the Court's February 17, 2011 opinion is available at http://is.gd/fmnl4ofrom Leagle.com. NRC et al. are represented by: Frank Wendt, Esq. BROWN & RUPRECHT, PC 911 Main Street, Suite 2300 Kansas City, MO 64105-5319 Telephone: 816-292-7000 E-mail: fwendt@brlawkc.com Village of Overland Pointe is represented by: Steven R. Smith, Esq. Eldon J. Shields, Esq. GATES, SHIELDS & FERGUSON, P.A. 10990 Quivira, Suite 200 Overland Park, KS 66210 Telephone: 913-661-0222 Facsimile: 913-491-6398 E-mail: stevesmith@gsflegal.com ejshields@gsflegal.com - and - Ronald S. Weiss, Esq. BERMAN DELEVE KUCHAN & CHAPMAN L.C. 911 Main Street # 2230 Kansas City, MO 64105-5320 Telephone: (816) 471-5900 Terra Bentley II, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Kans. Case No. 09-23107) on Sept. 18, 2009. The Debtor is represented by James F.B. Daniels, Esq. -- jdaniels@mcdowellrice.com -- at McDowell Rice Smith & Buchanan. According to the schedules, the Company has assets of at least $4,564,588, and total debts of $7,608,849. TERRESTAR NETWORKS: Inks 5th Amendment to DIP Agreement ------------------------------------------------------- TerreStar Networks Inc. and its debtor affiliates notified parties-in-interest that on Feb. 15, 2011, they entered into a fifth amendment to their Debtor-in-Possession Credit, Security & Guaranty Agreement with The Bank of New York Mellon, as administrative agent and collateral agent, and certain lender parties. EchoStar Corporation is the initial lender under the DIP Agreement. Among other things, the amendments include the definition of certain terms like "Acceptable Plan," "Milestone Date," and "Milestone Requirement." The Milestones are related to EchoStar's role in sponsoring the proposed Chapter 11 Plan of the TSN Debtors. However, the Plan has been withdrawn by the TSN Debtors as of Feb. 16, 2011. The parties also terminated a related backstop commitment agreement between EchoStar and the TSN Debtors as of Feb. 15, 2011. A copy of the Fifth DIP Amendment is available for free at: http://bankrupt.com/misc/TSN5CredAm.pdf 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: Seeks to Amend Joint Administration Order ------------------------------------------------------------- TerreStar Networks Inc. and certain of its debtor affiliates ask Judge Sean H. Lane to amend the previously entered order directing joint administration of their Chapter 11 cases. Specifically, the TSN Debtors seek that the Chapter 11 cases of these cases be no longer jointly administered with their cases: Debtor Entity Case No. ------------- -------- TerreStar New York Inc. 10-15445 Motient Communications Inc. 10-15452 Motient Holdings, Inc. 10-15453 Motient License Inc. 10-15454 Motient Services Inc. 10-15455 Motient Ventures Holding Inc. 10-15458 MVH Holdings Inc. 10-15462 The Chapter 11 cases of TerreStar New York, et al., will no longer be jointly administered under the case number of TSN, Case No. 10-15446 (SHL) but under Case No. 11-10612 (SHL), the case number of parent TerreStar Corp., which recently filed for Chapter 11 protection. TerreStar New York, et al., are referred to as the "Other TSC Debtors." Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, contends that amending the TSN Joint Administration Order will benefit interested parties in these ways: * It will provide significant administrative convenience without harming the substantive rights of any party-in- interest because entities that previously filed proofs of claim in the Other TSC Debtors' Chapter 11 cases will not need to file an additional proof of claim in the TSC Debtors' Chapter 11 cases unless they have a claim against TSC or TerreStar Holdings Inc. * It will facilitate the TSC Debtors' administration of a plan of reorganization. The Other TSC Debtors were carved out of the TSN Debtors' plan of reorganization. The TSC Debtors intend to file a joint plan of reorganization. Therefore, it is more convenient for the cases of the Other TSC Debtors to be administered with the cases of TSC and TerreStar Holdings Inc. * It will promote efficiency and reduce confusion to the TSN Debtors' and TSC Debtors' stakeholders and other parties-in- interest by proceeding under separate case numbers and utilizing separate dockets. * It may allow certain of the TSN Debtors or TSC Debtors to close their Chapter 11 cases more quickly. * It will not give rise to any conflict of interest among the Debtors' estates. In addition, intercompany claims among the Debtors will be preserved and each of the Debtors has and will continue to maintain separate records of assets and liabilities. In a separate motion, the TSN Debtors ask the Court to shorten the time for notice of the hearing of their request so that a hearing can be held on Feb. 22, 2011, at 10:00 a.m. * * * TerreStar Corporation and eight of its debtor affiliates ask the United States Bankruptcy Court for the Southern District of New York to jointly administer their Chapter 11 cases under TerreStar Corp.'s Lead Case No. 11-10612. Barely four months ago, on Oct. 19, 2010, TerreStar Networks, Inc., and 12 of its affiliates filed for Chapter 11 protection and those cases were jointly administered under TSN's Case No. 10- 15446. TSC and TerreStar Holdings Inc. subsequently filed Chapter 11 petitions on Feb. 16, 2011. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, notes that TSC, TerreStar Holdings, TerreStar New York, Inc., Motient Communications, Inc., Motient Holdings, Inc., Motient License, Inc., Motient Services, Inc., Motient Ventures Holding, Inc., and MVH Holdings Inc. -- collectively referred to as the "TSC Debtors" -- have common ownership and share key financial and operational systems. Furthermore, he reveals, due to their commonalities, the TSC Debtors intend to file a joint Chapter 11 plan of reorganization in the near future. "Against this backdrop, it is logical to jointly administer the Chapter 11 cases of the TSC Debtors," Mr. Dizengoff asserts. 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: Solus Holds 4.97% of Common Stock ------------------------------------------------- In a Feb. 14, 2011, Schedule 13G/A filing with the U.S. Securities and Exchange Commission, Solus Alternative Asset Management LP, Solus GP LLC, and Christopher Pucillo reported that as of Dec. 31, 2010, they are deemed to beneficially own 7,312,839 shares of TerreStar Corp. common stock. The Solus Entities' TerreStar shares constitute 4.97% of the TerreStar shares outstanding. Solus LP serves as investment manager to certain investment funds. Solus GP serves as general partner to Solus LP and Mr. Pucillo serves as managing member to Solus GP. 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) TP INC: Has Continued Access to BofA Cash Collateral Until March 9 ------------------------------------------------------------------ The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina, in a sixth third interim order, authorized TP, Inc., to access Rental Proceeds constituting cash collateral securing obligations to Bank of America, N.A., commencing February 1, 2011, through March 9, 2011, unless terminated earlier by agreement of the parties; or (b) entry of an order by the Court terminating the Order for cause, including but not limited to breach of its terms and conditions, or an order modifying the automatic stay as to the Rental Proceeds or other cash collateral, or (c) upon filing of a notice of default. For the term of the sixth interim order, the Debtor's use of the Rental Proceeds or any other cash collateral of Bank of America will be limited to installment payments of insurance premiums on Bank of America real estate collateral, 2010 ad valorem taxes on Bank of America real estate and personal property collateral, and the completion of the residence located at 4730 23rd Avenue, Topsail Beach, North Carolina. A final hearing to consider the Debtor's request to further access the cash collateral will be held on March 9, 2011, at 10:00 a.m. at the United States Bankruptcy Court, 2nd Floor Courtroom, in Raleigh, North Carolina. Bank of America asserts a mortgage and lien on certain rental income derived form the Debtor's lease of condominium and duplex units by virtue of a garnishment order obtained from the Superior Court as to Action, Inc. d/b/a Century 21 Action, Inc. of Surf City, North Carolina, relating to certain rental income derived form the Debtor's lease of condominium and duplex units upon which Bank of America asserts a mortgage and lien. Bank of America also holds deeds of trust in the real estate from which the rental income is derived and asserts a security interest in said rents by virtue of the provisions of the Deeds of Trust. As adequate protection to Bank of America for the secured interests of Bank of America in the Rental Proceeds, the security interests granted Bank of America under its pre-petition Loan Documents will extend to post-petition Rental Proceeds and will have the same relative priority as the security interests and liens asserted by Bank of America as of the Petition Date. In addition, Bank of America is granted post-petition replacement liens and security interests in the same post-petition collateral, including cash collateral assets. As additional adequate protection, during the term of this Order, except as expressly set forth herein or as otherwise consented to in writing by Bank of America, there shall not be any additional lien imposed upon Bank of America's collateral under 11 U.S.C. Section 364(d) or any other provision of the Bankruptcy Code or applicable law. About TP, Inc. Boone, North Carolina-based TP, Inc., is in the business of property development and currently owns a various tracts of real estate in and around North Topsail, Topsail Beach, and Surf City, North Carolina. The Company filed for Chapter 11 protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represents the Debtor. In its schedules, the Debtor disclosed $13,156,424 in assets and $4,129,049 in liabilities. TRILOGY DEV'T: West Edge Development Hits Another Snag ------------------------------------------------------ The Kansas City Business Journal reports that Cecil Van Tuyl's construction partner, B.B. Andersen, has filed a suit against Van Tuyl and two of his trustees claiming breach of contract and fraud. Mr. Van Tuyl led an investor group bought the assets of Trilogy Development Company at a bankruptcy auction for $9.5 million. Mr. Van Tuyl was outbid by RED Development's $10 million offer at the auction but RED failed to close on the sale. The suit has caused another snag for the West Edge project, according to the Kansas City Business Journal. The West Edge project, once an $80 million development, is still half completed and weather worn. The Business Journal recounts that, Trilogy, led by advertising executive Bob Bernstein and others, originally planned to build a new headquarters for Bernstein-Rein and a boutique hotel, but a construction dispute and financing problems mired the project in about two years of inactivity. When local auto magnate Cecil Van Tuyl took over the project, it was viewed as a homecoming of sorts. More than a decade ago, he had envisioned a project in that area west of Kansas City's Country Club Plaza. Kansas City, Mo.-based Trilogy Development Company, LLC, was founded by advertising magnate Bob Bernstein to build a mixed-use development at 48th St. and Belleview Ave. The Company sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 09-42219) on May 15, 2009. Jonathan A. Margolies, Esq., and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan represent the Debtor. In its petition, the Debtor estimated its assets and at $100 million to $500 million. TTR MATTESON: Court Confirms Plan of Reorganization --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has approved TTR Matteson, LLC's disclosure statement and confirmed the Debtor's plan of organization, dated Nov. 11, 2010. As reported in the Troubled Company Reporter on Feb. 10, 2011, under the plan, holders of unsecured claims will receive 100% of the allowed amounts of their claims on the effective date. The Debtor's members will retain their equity interest in the Debtor after the confirmation of the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/TTRMatteson_AmendedDS.pdf About TTR Matteson Oak Brook, Illinois-based TTR Matteson, LLC, owns three commercial properties. The Company filed for Chapter 11 bankruptcy protection on July 19, 2010 (Bankr. N.D. Ill. Case No. 10-31879). Scott R. Clar, Esq., at Crane Heyman Simon Welch & Clar, in Chicago, represents the Debtor in its restructuring effort. The Debtor disclosed 16,552,953 in assets and $11,771,474 in liabilities as of the Petition Date. TULLY'S COFFEE: VP Ron Gai Resigns to Pursue Another Career ----------------------------------------------------------- Tully's Coffee announced that Ron Gai has resigned from his position as Vice President of Franchise and Licensing to pursue another career opportunity effective Feb. 11, 2011. Gai originally joined Tully's in 2002 to help develop the wholesale coffee division of the company. Tully's has not announced a replacement at this time. "Ron has been a valuable member of the Tully's family for nearly nine years, and was instrumental in building the wholesale coffee division of the company," said Carl Pennington, President and Chief Executive Officer. "While we'll all miss Ron and his tremendous personality and passion for Tully's, we respect his decision to leave the company to pursue other opportunities with a wholesale company." About Tully's Coffee Headquartered in Seattle, Tully's Coffee Corporation -- http://www.tullys.com/-- is a specialty retailer and wholesaler of fully handcrafted roasted, gourmet coffees. Going Concern Doubt As reported in the Troubled Company Reporter on Sept. 24, 2008, Moss Adams LLP of Seattle, Washington, expressed substantial doubt about Tully's Coffee Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the periods ended March 30, 2008, and April 1, 2007. The firm reported that the company has incurred recurring operating losses, an accumulated, and total stockholders' and working capital deficit. Tully's Coffee Corporation's consolidated balance sheet at Sept. 28, 2008, showed $19.8 million in total assets and $32.4 million in total liabilities, resulting in a $12.6 million stockholders' deficit. The company's September 30 balance sheet also showed strained liquidity with $16.0 million in total current assets available to pay $28.7 million in total current liabilities. The company also had $104.4 million in accumulated deficit. Tully's Coffee posted $801,000 in net losses on $10.0 million in net sales for the 13-week period ended Sept. 28, 2008. UAL CORP: 7th Cir. Says Claims Trader Not Entitled to Cure Claim ---------------------------------------------------------------- A claims trader buys claims against bankrupt debtors from creditors at a discount. See In re Kreisler, 546 F.3d 863, 864 (7th Cir. 2008). ReGen Capital I, Inc., v. UAL Corporation, et al., No. 10-1524 (7th. Cir.) addresses how purchased claims can be affected by a debtor's decision to assume or reject executory contracts from which those claims arose. The U.S. Court of Appeals for the Seventh Circuit affirmed the district court's judgment holding that the purchaser of a prepetition unsecured claim arising from executory contracts is not entitled to a "cure" that would pay it 100 cents on the dollar for the claim because the debtor did not assume the executory contracts at issue. AT&T Corporation filed a general unsecured claim for $5.4 million, later reduced by the court to $4.9 million, against United Air Lines, Inc., after United defaulted on a series of contracts for telecommunications services. AT&T agreed to assign the claim to ReGen, a claims trader. Believing that United intended to assume the AT&T executory contracts from which the general unsecured claim arose, ReGen filed a "cure claim" in United's bankruptcy proceedings to collect the full amount of the default. Under the Bankruptcy Code, a debtor cannot assume an executory contract unless the debtor satisfies several statutory conditions, including both receiving court approval and either curing any default or providing adequate assurance that it will promptly cure. The result of the cure requirement is that a party to an assumed executory contract with the debtor typically comes out well ahead of other unsecured creditors. United objected to ReGen's cure claim and later filed notice of its intent to reject the AT&T contracts. The bankruptcy court denied ReGen's cure claim on two grounds. First, the court determined that AT&T had not assigned ReGen a right that entitled it to file for cure under 11 U.S.C. Sec. 365(b)(1)(A). On that theory, only AT&T as a party to the contracts, and not ReGen, could seek cure if United sought to assume the contracts. Second, the court concluded that, in any case, United had rejected the AT&T contracts, foreclosing any opportunity for either AT&T or ReGen to seek cure. The district court affirmed on both grounds. Although the Seventh Circuit disagreed with the bankruptcy and district courts on the first point, the interpretation of AT&T's assignment to ReGen, the Seventh Circuit agreed with both courts on the second. United's confirmed reorganization plan permitted it to reject the AT&T contracts, and it did so effectively. The rejection barred ReGen from recovering the cure amount. A copy of the Seventh Circuit's Feb. 18, 2011 decision is available at http://is.gd/tgxROZfrom Leagle.com. The panel consists of Circuit Judges Michael Stephen Kanne, John Daniel Tinder, and David Hamilton. Judge Hamilton penned the opinion. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. ULTIMATE ACQUISITION: Asks Court's Nod to Close 46 Retail Stores ---------------------------------------------------------------- Ultimate Acquisition Partners, LP, and CC Retail, LLC, asks the U.S. Bankruptcy Court for the District of Delaware for permission to: (a) retain Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC, as liquidating consultants; (b) close their retail stores and other locations; (c) conduct store closing sales; and (d) enter into a liquidation consulting agreement providing for the liquidation of merchandise inventory and other assets with the Consultants. The Debtors have determined that an organized sale of their existing inventory in all 46 of their retail stores, utilizing a "going out of business structure", is in the best interest of their estates and their creditors. First, the Debtors do not have any debtor-in-possession financing and have not secured any DIP financing. Accordingly, they do not have the requisite funding to operate their businesses as a going concern on a prospective basis. Second, Debtors' secured lender General Electric Capital Corporation ("GECC") has not agreed to permit the Debtors to use their cash collateral to acquire new inventory for their stores. Third, the Debtors are concerned that the assets will lose value if an immediate liquidation of their assets does not occur because inventory is not being replenished with newer model merchandise. Fourth, the Debtors are concerned about shrinkage in the retail market environment, thereby further reducing the value of the assets. Finally, the Debtors have analyzed other business models and alternatives short of liquidation of the assets of the estate and, based thereon, have determined that the highest and best value of the assets of the estates will be achieved for the benefit of their creditors through a liquidation sale. The Debtors propose engaging in an orderly wind-down of their operations through sales of inventory from each of their store locations. Depending on the progress of the sales, the Debtors will close their various stores at various points during the Store Closing Sales, reposition inventory in other stores as needed and seek appropriate orders from the Court authorizing the Debtors to reject their various leases, if a purchaser of the Debtors' leaseholds is not found. In order to maximize the value of the inventory to be included in the Store Closing Sales at the closing stores and the owned furniture, fixtures and equipment in the closing stores, the Debtors intend to obtain the assistance of the Consultants who specialize in, among other things, the large scale liquidation of the Liquidation Assets on this type and scale. The Debtors propose to commence the Store Closing Sales immediately following the Hearing on this Motion. A copy of the motion, including a list the store locations, the Consultant Agreement, and the Sale Guidelines is available for free at: http://bankrupt.com/misc/UltimateAcquisition.salemotion.pdf About Ultimate Electronics Ultimate Acquisition Partners LP and CC Retail, LLC, which own the U.S. consumer electronics store chain Ultimate Electronics, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245) on January 26, 2011. Ultimate Acquisition estimated assets and liabilities between $100 million and $500 million. Ultimate Acquisition Partners LP and CC Retail, LLC are specialty retailers of high-end entertainment and consumer electronics with 46 stores in over a dozen states, primarily in the mid-west and western United states. Of the 46 stores, 35 are operated by UAP and 11 are operated by CC Retail. All are operated under the name "Ultimate Electronics". UAP and CC Retail have more than 1,500 full-time and part-time employees. Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford, Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich., serve as the Debtor's bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. No trustee, examiner or official committee of unsecured creditors has been appointed in the Debtors' cases. URBAN BRANDS: Has Until April 19 to File Chapter 11 Plan -------------------------------------------------------- the U.S. Bankruptcy Court for the District of Delaware had extended Urban Brands, Inc., and its affiliated debtors' exclusive periods to file and solicit acceptances of their proposed Chapter 11 plan until April 19, 2011, and June 20, respectively. As reported in the Troubled Company Reporter on Jan. 25, 2011, the Debtord related that they need additional time to pursue an orderly wind-down of their remaining affairs in a prompt and efficient manner. About Urban Brands Urban Brands, Inc., operated as a women's specialty retailer. It sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13005) on September 21, 2010. The Company estimated assets of $10 million to $50 million and debts of $100 million to $500 million in its Chapter 11 petition. Chun I Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton Finger, P.A., in Wilmington, Delaware, serve as counsel to the Debtors. BMC Group, Inc., is the claims and notice agent. The DIP Lender is represented by Donald E. Rothman, Esq., at Riemer & Braunstein LLP. As reported by the Troubled Company Reporter on October 29, 2010, Urban Brands received Court permission to sell its business for $16.67 million to an affiliate of Gordon Brothers Group LLC. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Gordon Brothers told the judge it would operate at least 175 of the 210 stores. Gordon Brothers would serve as Urban Brands' agent to run going-out-of-business sales at the locations it won't buy. Mr. Rochelle said the price to be paid by Gordon Brothers is subject to downward adjustment. The ultimate price can't be less than $6 million plus the amount necessary to pay off funding for the Chapter 11 case. The Debtor has been renamed UBI Liquidating Corp., et al., following the sale. In October 2010, the U.S. Trustee appointed seven entities to the Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.; Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal, Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and International Inspirations, Ltd. The Committee is represented by Cooley LLP as lead counsel and Loughlin Meghji + Company as financial advisor UTE MESA: Proposes to Pay Unsecured Creditors in Full by 2013 ------------------------------------------------------------- Ute Mesa Lot 1, LLC, has filed a Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court for the District of Colorado. Pursuant to the Plan, the Reorganized Debtor will complete the construction of the improvements on Lot 1 and will market and sell Lot 1 for repayment of all Allowed Claims as provided in the Plan. The holder of the Allowed Interest in the Debtor will contribute 50% of the Lot 2 Net Sale Proceeds up to $6.5 million to the Reorganized Debtor to establish the Lot 2 Contribution Fund. According to the Plan terms, administrative claims and priority tax claims, which are unclassified, will be paid in full. Unsecured Creditors will receive, on or before Dec. 31, 2013, from (i) the Lot 1 Net Sale Proceeds and (ii) the Lot 2 Contribution Fund, payment in full plus statutory interest from the Petition Date until payment in full. United Western Bank will receive payment in full from its Pro Rata share of (i) the Lot 1 Net Sale Proceeds and (ii) the Lot 2 Contribution Fund. UWB's claims in connection with Loan No. 320002111-3 and Loan No. 3218001011-3 will be determined by a Final Order in connection with the State Law Civil Action or by agreement between UWB and the Debtor, subject to Bankruptcy Court approval. Leathem Stearn, the Debtor's sole member, will not receive any payments on his insider claim until all other payments required under the Plan have been made in full but excluding Subordinated Claims. The holder of Interests in the Debtor will retain his ownership interest but will be not be entitled to any distributions until all payments required by the Plan have been made in full. A copy of the Debtor's Chapter 11 Plan is available for free at: http://bankrupt.com/misc/UteMesa.PLan.pdf About Ute Mesa Lot 1 Denver, Colorado-based Ute Mesa Lot 1, LLC, filed for Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. D. Colo. Case No. 10-30620). Duncan E. Barber, Esq., and Steven T. Mulligan, Esq., at Bieging Shapiro & Burrus LLP, in Denver, assist the Debtor in its restructuring effort. The Debtor disclosed $10,017,982 in assets and $11,633,024 in liabilities. VEBLEN WEST: Court Confirms Sale of Assets to Agstar Financial -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Dakota has entered an amended order granting Chapter 11 trustee Forrest C. Allred's motion to confirm his sale to Veblen West Acquisition, LLC, or its designee or assignee of all of Veblen West Dairy, LLP's and the bankruptcy estate's right, title, and interest in the dairy cattle, personal property, and real property, including the dairy facility located thereon, free and clear of all liens and other encumbrances. Veblen Wast Dairy Acquisition, LLC, is the assignee of secured creditor, AgStar Financial Services, FLCA, and AgStar Financial Services, PCA. The dairy cattle consists of approximately 3,700 dairy cows, of Holstein-Jersey, Montbeliard and Scandinavian Red bloodlines. Any liens or other encumbrances will be transferred and attached to the sale proceeds in the order of their priority. As reported in the Troubled Company Reporter on Feb. 1, 2011, Morris, Minn.-based Riverview LLP made an offer to acquire the Veblen East and Veblen West dairies, two bankrupt dairies in northeast South Dakota. Riverview stated in its paperwork that it would continue operation of the dairies without interruption and keep all employees. As reported by the Troubled Company Reporter on Jan. 25, 2011, the Bankruptcy Court granted the motion of Chapter 11 trustee Lee Ann Pierce for the confirmation of her sale to Veblen East Dairy Acquisition, LLC, of all of Veblen East Dairy Limited Partnership and the bankruptcy estate's right, title, and interest in the dairy cattle and personal property and in the real property located in Marshall County, South Dakota, and the dairy facility located thereon. About Veblen East Veblen, South Dakota-based Veblen East Dairy Limited Partnership operates a operates a "large calf-raising dairy business" in South Dakota. The Company filed for Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. D. S.D. Case No. 10-10146). The Debtor estimated its assets and debts at $50 million to $100 million. Lee Ann Pierce was appointed Chapter 11 trustee. The Company's affiliate, Veblen West Dairy, LLP, filed a separate Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No. 10-10071). Veblen West operates a 4,000-cow milking facility. The two cases are not being jointly administered. About Veblen West Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow milking facility. Veblen West sought Chapter 11 protection (Bankr. D. S.D. Case No. 10-10071) on April 7, 2010. Bryant D. Tchida, Esq., at Leonard, Street and Deinard, P.A., in Minneapolis, Minn., represents the Debtor. The Debtor disclosed $15.5 million in assets and $23.7 million in liabilities as of the Chapter 11 filing. Forrest C. Allred was appointed Chapter 11 trustee. The Dairy Dozen-Milnor, LLP, a related milking facility, also sought chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on April 7, 2010. The Dairy Dozen-Thief River Falls, LLP, another related entity, sought Chapter 11 protection (Bankr. D. Minn. Case No. 10-60438) on April 7, 2010, and that case has been converted to a Chapter 7 liquidation proceeding. Two additional related entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147). VICTOR VALLEY: Receives Final Order for Extension of Financing -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, entered, on Feb. 10, 2011, its final order approving the emergency motion of Victor Valley Community Hospital for the extension of postpetition financing from Prime Healthcare Services Foundation, Inc., in the maximum principal amount of $4,500,000, and continuation of Super-Priority Administrative Expense Status pursuant to 11 U.S.C. Sec. 346. The Court concluded that an ongoing need exists for the Debtor to have financing as sought in the motion in order to operate its business, until such time as Debtor and purchasers Victor Valley Hospital Real Estate, LLC, and Victor Valley Hospital Acquisition, Inc., are in a position to close the pending sale of substantially all the assets of the Debtor. All advances and all other outstanding obligations under the DIP Loan Agreement will be immediately due and payable in full in cash, on the earlier of (i) the effective date of a plan of reorganization for the Debtor approved by the purchasers; (ii) acceleration of maturity of the obligations upon the occurrence of an event of default; (iii) the sale or liquidation of all or substantially all of the assets of the Debtor; (iv) twenty (20) days after the Bankruptcy Court enters an order (a) confirming a plan of reorganization for the Debtor that has not been approved in writing by the purchasers; or (b) granting a motion to sell substantially all of the Debtor's assets pursuant to a transaction not approved in writing by the purchasers; (v) the date on which a plan of reorganization or sale referred to in the prior subsection (iv) becomes effective or is consummated; or (vi) Feb. 28, 2011 (the date upon which the first of the foregoing occurs is referred to herein as the "Maturity Date"); provided that if on the Maturity Date, the purchasers are the acquirers of the Assets, the purchasers will forgive the repayment of the Outstanding Amount and the Additional Advances and any accrued and unpaid interest thereon as provided in paragraph 3(d) of the Sale Order. To secure the payment and performance of the obligations, the Lender is granted a security interest in and lien upon, and pledge of all the Debtor's right, title and interest in and to all of its personal and real property and assets whether now owned or hereafter. A copy of the final order is available for free at: http://bankrupt.com/misc/VictorValley.DIPLoanFinalOrder.pdf As reported in the Troubled Company Reporter on Sept. 29, 2010, the Debtor obtained interim permission to obtain postpetition secured financing from Prime Healthcare Services Foundation, Inc. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/VICTOR_VALLEY_dipfinancingpact.pdf Interest on outstanding advances under the Revolving Facility will accrue monthly in arrears on the first day of each calendar month at an annual rate equal to 1% calculated on the basis of a 360-day year and for the actual number of calendar days elapsed in each interest calculation period. Interest accrued on each Advance under the Revolving Facility will be due and payable in accordance with the procedures provided for in Section 2.2 and Section 2.6 of the DIP financing agreement, commencing the first business day of the first calendar month following the Closing Date, and continuing until the later of the expiration of the term and the full performance and irrevocable payment in full in cash of the obligations and termination of the DIP financing agreement. About Victor Valley Community Hospital Victor Valley Community Hospital -- http://www.vvch.org/-- operates a 101 acute care bed facility in Victor Valley, in Southern California. Victor Valley Community Hospital filed for Chapter 11 protection on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537 The Debtor estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. Debt includes $4.5 million owed to the bank lender. Unsecured creditors are owed $16.5 million. Mary D. Lane, Esq., Samuel R. Maizel, Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Debtor as counsel. WASHINGTON MUTUAL: Confirms Release of Securities Tendered ---------------------------------------------------------- Washington Mutual, Inc. confirmed that securities that were tendered into contra-CUSIP accounts established with The Depository Trust Company have been released and returned to the target CUSIP accounts, and are available for trading by the holders of such securities. These securities were tendered to contra-CUSIP accounts for the purpose of identifying and "freezing" trading of the securities in connection with release and exchange elections made with respect to WMI's proposed Sixth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Sixth Amended Plan"). As set forth in detail in WMI's proposed solicitation procedures with respect to the Modified Sixth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, the holders of the securities will have an opportunity to resubmit release and exchange elections in connection with the Modified Plan and all prior elections shall be disregarded. The solicitation procedures shall be considered by the United States Bankruptcy Court for the District of Delaware on March 21, 2011. Holders of preferred shares classified as "REIT Series" in Class 19 shall not have an opportunity to resubmit release elections; such holders' elections made in connection with the Sixth Amended Plan shall remain valid and enforceable in connection with the Modified Plan and, to the extent that a holder elected to grant the releases, such holder's shares shall remain in the respective contra-CUSIP account established with DTC. Security holders affected by these procedures should consult with their respective financial and legal advisors. WMI's Modified Plan and related Supplemental Disclosure Statement are available at http://www.kccllc.net/wamu/ The Supplemental Disclosure Statement is subject to approval by the Bankruptcy Court and will be considered at a hearing scheduled to occur on March 21, 2011. The Modified Plan is subject to confirmation by the Bankruptcy Court. 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. WELLINGTON PRESERVE: Can Hire Perry & Taylor as Special Counsel --------------------------------------------------------------- Wellington Preserve Corporation sought and obtained authorization from the Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida to employ Perry & Taylor, P.A., as special counsel. Perry & Taylor will render services in connection with zoning, planning and revised plat approvals in reference to Wellington Training Center aka Wellington Preserve. Perry & Taylor will be paid based on the rates of its professionals: F. Martin Perry $400 Susan L. Taylor $250 Paralegal $100 F. Martin Perry, Esq., a partner at Perry & Taylor, assured the Court that the firm does not hold any interest adverse to the Debtor's estate and creditors, and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Miami, Florida-based Wellington Preserve Corporation filed for Chapter 11 on April 27, 2010 (Bankr. S.D. Fla. Case No. 10-22049). Ronald G Neiwirth, Esq., who has an office in Miami, Florida, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. WELLINGTON PRESERVE: Plan Filing Deadline Set for April 1 --------------------------------------------------------- The U.S. Bankruptcy Court for the Hon. Erik P. Kimball of the Southern District of Florida has terminated the exclusive time for Wellington Preserve Corporation to submit a plan of reorganization. Any party in interest, including Brennan Financial, Inc., may file a plan of reorganization and solicit votes in favor of the plan. The Debtor's deadline to file a plan of reorganization is extended through and including April 1, 2011. Miami, Florida-based Wellington Preserve Corporation filed for Chapter 11 on April 27, 2010 (Bankr. S.D. Fla. Case No. 10-22049). Ronald G Neiwirth, Esq., who has an office in Miami, Florida, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. WINDMILL DURANGO: Hearing on Plan Outline Schedules for March 9 --------------------------------------------------------------- The hearing on the disclosure statement describing Windmill Durango Office, LLC's Chapter 11 plan is scheduled for March 9, 2011, at 2:00 p.m. Pursuant to the Plan, the Debtor intends to maintain the commercial property it owns in the ordinary course of business upon confirmation of the Plan. Administrative Claims, which are unclassified under the Plan, will be paid in full. The Debtor's property is encumbered by a lien securing a loan with a principal balance of $16,188,110 as of Nov. 22, 2010, currently held by Beal Bank Nevada. Beal Bank will be paid the total principal loan amount of $16,188,110 fully amortized over thirty (30) years, with principal and interest (2.75%) paid monthly at the rate of $66,086.53, with the balance of the remaining unpaid principal balance of $12,189,347.85 paid as a final balloon payment at the end of ten (10) years. Undisputed General Unsecured Creditors will be paid in full ninety (90) days after the entry of the confirmation order. Equity Interest Holders in the Debtor will be paid only if funds remain after all other classes of creditors have been paid pursuant to the terms of the Plan. A copy of the Disclosure Statement describing the Debtor's Chapter 11 Plan is available for free at: http://bankrupt.com/misc/WindmillDurangoDS.pdf About Windmill Durango Las Vegas, Nevada-based Windmill Durango Office, LLC, currently owns 4.49 acres of commercial real estate developed with a Class A office with improvements in Clark County, Nevada. IDC Windmill Durango, LLC, is the general partner of Windmill Durango, LP, which is the sole member of the Debtor. The Debtor is managed by Jeff Susa, Manager of IDC Windmill Durango, LLC. The Company filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev. Case No. 10-25594). Zachariah Larson, Esq., and Shara Larson, Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as counsel. The Debtor proposed the law firm of Flangas McMillan Law Group as special counsel. The Debtor disclosed $21,389,774 in assets and $16,535,000 in liabilities as of the Petition Date. Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No. 10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case No. 10-18056) filed for Chapter 11 protection on May 3, 2010. WJO INC: Can Continue Using Tristate Capital's Cash Until Feb. 28 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has authorized WJO, Inc., on a fourth interim basis, to continue using cash collateral of Lender Tristate Capital Bank for the period from Jan. 26, 2011, to Feb. 28, 2011, at 5:00 p.m., to pay expenses described in the weekly expenditures contained in a budget. The Lender asserts and the Debtor acknowledges that Lender holds valid and enforceable claims the Debtor: (i) under the Revolving Credit Facility, of unpaid principal of $$3.1 million and (ii) under the Term Loan, of unpaid principal in the amount $820,000, including without limitation interest, reasonable costs, attorneys' fees, and other amounts owing under the prepetition loan documents to the extent permitted by the Bankruptcy Code and applicable law. The Debtor will be permitted to exceed expenses, on a monthly basis, in the budget by an amount not exceed either (a) 5% of total expenses or (b) 5% with respect to each individual line item set forth in the budget. As adequate protection, the Lender is granted first priority replacement liens in all of the properties of the Debtor including, but not limited to, the Pre-Petition Collateral, the Cash Collateral and all other assets of the Debtor, whether acquired before or after the Petition Date. To the extent such adequate protection is insufficient to adequately protect the Lender from diminution of its interest in the pre-petition cash collateral, the Lender is granted a superpriority expense claim allowable under Sections 503(b) and 507(b) of the Bankruptcy Code. The Debtor's authority to use cash collateral will immediately terminate upon the occurrence of certain events of default, including, among others, breach of any terms of the Court's order, conversion of the Debtor's case to a case under Chapter 7 of the Bankruptcy Code, the appointment of a trustee in the Debtor's bankruptcy case, and the dismissal of the Debtor's bankruptcy case. A further hearing on the Debtor's use of Cash Collateral will be held on February 23, 2011, at 9:30 a.m. About WJO Inc. Bristol, Pennsylvania-based WJO, Inc., operates six family practices located in Newtown, Bristol, Bensalem, Bustleton, South Philadelphia, and Bethlehem, Pennsylvania and consists of Board Certified Osteopathic Physicians specializing in Family Medicine. WJO filed for Chapter 11 bankruptcy protection on November 15, 2010 (Bankr. E.D. Pa. Case No. 10-19894). Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy counsel. Attorneys at Keifer & Tsarouhis LLP serve as counsel to the official committee of unsecured creditors. The Debtor disclosed $19,923,802 in assets and $6,805,255 in liabilities as of the Chapter 11 filing. W.R. GRACE: District Court to Hold Plan Status Conference Today --------------------------------------------------------------- The Hon. Ronald L. Buckwalter, S.J., of the U.S. District Court for the District of Delaware moved the status conference in the bankruptcy cases of W.R. Grace & Co. and its debtor affiliates to Wednesday, Feb. 23, 2011, at 10:00 a.m., in Courtroom 14A of the United States Courthouse, 601 Market Street, in Philadelphia, Pennsylvania. The Chapter 11 Plan As reported in the Feb. 3, 2011 edition of the Troubled Company Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware approved on Jan. 31, 2011, the Joint Plan of Reorganization proposed by W.R. Grace & Co. and its debtor affiliates, the Official Committee of Equity Security Holders, the Official Committee of Asbestos-related Personal Injury Claimants, and the Future Claims Representative. Grace's Joint Plan will next be considered for confirmation by the United States District Court for the District of Delaware, a necessary step before Grace may exit Chapter 11. Judge Fitzgerald confirmed the Plan after resolving all outstanding objections and finding that the Plan satisfies all applicable sections of the Bankruptcy Code, including Section 524(g). Judge Fitzgerald held that claimants in Classes 6, 7 (including both sub-classes 7A and 7B), and 8 have voted to accept the Plan in the requisite numbers and amounts required by Sections 524(g), 1126, and 1129. The Joint Plan establishes two asbestos trusts to compensate personal injury claimants and property owners. Funds for the trusts will come from a variety of sources including cash, warrants to purchase Grace common stock, deferred payment obligations, insurance proceeds and payments from successor companies. The trusts' assets and operations are designed to cover all current and future asbestos claims, according to the Debtors. The Debtors filed for bankruptcy in April 2001 because of increasing asbestos personal injury claims. They have submitted several plans of reorganizations co-proposed by different parties-in-interest since the Petition Date. The most recent plan was filed in November 2008 and incorporated settlements of the Debtors' present and future asbestos-related PI Claims. In April 2008, the Debtors reached an agreement settling all of their present and future asbestos-related PI claims for $1.8 billion. Prior to the agreement, the Debtors were involved in a series of trials to estimate their asbestos personal injury claims. Grace's experts estimated that the company's asbestos personal injury liabilities are between $385 million and $1.314 billion. The PI Committee, representing more than 100,000 asbestos claimants, said Grace's liabilities range from $4.7 billion to $6.2 billion. Pursuant to the April 2008 settlement, the asbestos trusts will be funded by: -- Cash in the amount of $250,000,000; -- Warrants to acquire 10,000,000 shares of Grace common stock at an exercise price of $17.00 per share, expiring one year from the effective date of a plan of reorganization; -- Rights to proceeds under Grace's asbestos-related insurance coverage; -- The value of cash and stock under the litigation settlement agreements with Sealed Air Corporation and Fresenius Medical Care Holdings, Inc.; and -- Deferred payments at $110,000,000 per year for five years beginning in 2019, and $100,000,000 per year for 10 years beginning in 2024; the deferred payments would be obligations of Grace backed by 50.1% of Grace's common stock to meet the requirements of Section 524(g). The Sealed Air settlement payment consists of (i) $512,500,000 in cash, plus interest accrued from Dec. 21, 2005 until the Plan's effective date, at a rate of 5.5% per annum compounded annually; and (ii) 18,000,000 shares of Sealed Air common stock. As of Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at $26.69 per share, placing a value of about $480,420,000 on the settlement pact. In a company statement, Sealed Air said it will review the Bankruptcy Court's confirmation order to ensure that the Debtors implement the Plan in a manner fully consistent with a settlement agreement signed on Nov. 20, 2003. Sealed Air added that it stands ready to contribute its payment directly to one or more of the trusts to be created under Section 524(g) once the provisions of the settlement agreement are fully met. Sealed Air noted that as of Dec. 31, 2010, its total cash payment would have been approximately $788 million, which reflects the principal settlement amount of $512.5 million and $275.5 million of accrued interest, which accrues at 5.5% per annum and is compounded annually. Sealed Air's payment to the Debtors would resolve all current and future asbestos-related, fraudulent transfer and successor claims the Debtors have against Sealed Air as a result of the Cryovac transaction with W. R. Grace in 1998. The Debtors will also fund a trust created for Canadian Zonolite Attic Insulation Claims. In a recently amended settlement, the Debtors' contribution to the Fund is increased from C$6,500,000 to C$8,595,632 in the event the U.S. Confirmation Order is entered by the U.S. Court on or before Jan. 31, 2011; and C$9,095,632 in the event that the U.S. Confirmation Order is entered by the U.S. Court after Jan. 31, 2011, but on or before July 31, 2011. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Proposes to Create Netherlands HoldCo Structure ----------------------------------------------------------- W.R. Grace & Co. and its units seek the Bankruptcy Court's authority to establish a non-debtor foreign subsidiary holding company structure pursuant to which W.R. Grace & Co.-Conn. will transfer its equity interests in certain non-debtor foreign subsidiaries to a holding company. The equity interests of the holding company will be wholly owned by Grace-Conn. The Debtors intend to domicile in the Netherlands. These entities are the Non-debtor HoldCo Subsidiaries whose equity interests Grace-Conn. holds in part or in toto that Grace-Conn. currently intends to transfer to the Netherlands HoldCo: * Grace Australia Pty. Ltd. * W. R. Grace (Hong Kong) Limited * W. R. Grace Specialty Chemicals (Malaysia) Sdn. Bhd. * Grace China Ltd. * Grace (New Zealand) Limited * W. R. Grace (Philippines), Inc. * W. R. Grace (Thailand) Ltd. * Grace AB (Sweden) * Grace S.A. (Belgium) * Grace Europe Holding GmbH * W. R. Grace S.A. (France) * Darex UK Limited * W. R. Grace Limited (UK) * Grace Construction Products (Ireland) Limited * Amicon B.V. Netherlands * Grace Sp. z.o.o. (Poland) * Grace Hellas E.P.E. * W. R. Grace Italiana S.p.A. * W. R. Grace Africa (Pty.) Limited * Grace Canada Inc. * W. R. Grace Finance (NRO) Ltd. * GEC Divestment Corporation Ltd. * Grace Venezuela, S.A. * Inversiones GSC, S.A. (Venezuela) * Grace Colombia S.A. * W.R.G. Colombia S.A. * W. R. Grace Holdings S.A. de C.V. * Arnicon Ireland Limited According to Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, establishing the Netherlands HoldCo Structure will: * centralize, simplify, and increase the cost effectiveness and tax efficiencies of the financing, cash management and other activities of certain of the Debtors' non-debtor foreign subsidiaries; * preserve foreign tax credits and maximize the availability of the net operating losses expected to result from payment of claims under the Plan; and * optimize the corporate structure of the Debtors' non-debtor foreign subsidiaries, which will streamline the Debtors' proposed exit financing. Mr. Paul adds that the Netherlands is a highly favorable jurisdiction in which to establish the Netherlands HoldCo Structure. The Netherlands: (i) has an extensive and favorable tax treaty network, which allows for efficient capital transfers; (ii) does not impose currency exchange restrictions; and (iii) provides an attractive legal infrastructure in which to operate sophisticated business enterprises, including business-friendly civil and commercial law and a favorable corporate tax regime, he points out. Moreover, Mr. Paul says, any subsidiaries of the Non-debtor HoldCo Subsidiaries will become indirect subsidiaries of Netherlands HoldCo. No Non-debtor HoldCo Subsidiary, nor any portion of the equity thereof nor any assets held by any Non-debtor HoldCo Subsidiary, will be transferred outside the Grace corporate group as a result of the transactions contemplated by the creation of the Netherlands HoldCo Structure, he tells the Court. To the extent that another Debtor holds a minority interest in a Non- Debtor Netherlands HoldCo Subsidiary, that Debtor either may retain any interest or transfer that interest to Netherlands HoldCo. The Debtors believe that the proposed transfers will involve acceptable tax and other costs. To the extent that they determine subsequent to the Court's entry of the Order that any proposed transfer would incur unexpectedly high tax and other costs or present some other legal or operational issue requiring resolution, the Debtors in their business judgment may either: (a) revise the proposed transactions to avoid or minimize any costs or to resolve any other legal or operational issue; or (b) not undertake the contemplated transaction. The Chapter 11 Plan As reported in the Feb. 3, 2011 edition of the Troubled Company Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware approved on Jan. 31, 2011, the Joint Plan of Reorganization proposed by W.R. Grace & Co. and its debtor affiliates, the Official Committee of Equity Security Holders, the Official Committee of Asbestos-related Personal Injury Claimants, and the Future Claims Representative. Grace's Joint Plan will next be considered for confirmation by the United States District Court for the District of Delaware, a necessary step before Grace may exit Chapter 11. Judge Fitzgerald confirmed the Plan after resolving all outstanding objections and finding that the Plan satisfies all applicable sections of the Bankruptcy Code, including Section 524(g). Judge Fitzgerald held that claimants in Classes 6, 7 (including both sub-classes 7A and 7B), and 8 have voted to accept the Plan in the requisite numbers and amounts required by Sections 524(g), 1126, and 1129. The Joint Plan establishes two asbestos trusts to compensate personal injury claimants and property owners. Funds for the trusts will come from a variety of sources including cash, warrants to purchase Grace common stock, deferred payment obligations, insurance proceeds and payments from successor companies. The trusts' assets and operations are designed to cover all current and future asbestos claims, according to the Debtors. The Debtors filed for bankruptcy in April 2001 because of increasing asbestos personal injury claims. They have submitted several plans of reorganizations co-proposed by different parties-in-interest since the Petition Date. The most recent plan was filed in November 2008 and incorporated settlements of the Debtors' present and future asbestos-related PI Claims. In April 2008, the Debtors reached an agreement settling all of their present and future asbestos-related PI claims for $1.8 billion. Prior to the agreement, the Debtors were involved in a series of trials to estimate their asbestos personal injury claims. Grace's experts estimated that the company's asbestos personal injury liabilities are between $385 million and $1.314 billion. The PI Committee, representing more than 100,000 asbestos claimants, said Grace's liabilities range from $4.7 billion to $6.2 billion. Pursuant to the April 2008 settlement, the asbestos trusts will be funded by: -- Cash in the amount of $250,000,000; -- Warrants to acquire 10,000,000 shares of Grace common stock at an exercise price of $17.00 per share, expiring one year from the effective date of a plan of reorganization; -- Rights to proceeds under Grace's asbestos-related insurance coverage; -- The value of cash and stock under the litigation settlement agreements with Sealed Air Corporation and Fresenius Medical Care Holdings, Inc.; and -- Deferred payments at $110,000,000 per year for five years beginning in 2019, and $100,000,000 per year for 10 years beginning in 2024; the deferred payments would be obligations of Grace backed by 50.1% of Grace's common stock to meet the requirements of Section 524(g). The Sealed Air settlement payment consists of (i) $512,500,000 in cash, plus interest accrued from Dec. 21, 2005 until the Plan's effective date, at a rate of 5.5% per annum compounded annually; and (ii) 18,000,000 shares of Sealed Air common stock. As of Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at $26.69 per share, placing a value of about $480,420,000 on the settlement pact. In a company statement, Sealed Air said it will review the Bankruptcy Court's confirmation order to ensure that the Debtors implement the Plan in a manner fully consistent with a settlement agreement signed on Nov. 20, 2003. Sealed Air added that it stands ready to contribute its payment directly to one or more of the trusts to be created under Section 524(g) once the provisions of the settlement agreement are fully met. Sealed Air noted that as of Dec. 31, 2010, its total cash payment would have been approximately $788 million, which reflects the principal settlement amount of $512.5 million and $275.5 million of accrued interest, which accrues at 5.5% per annum and is compounded annually. Sealed Air's payment to the Debtors would resolve all current and future asbestos-related, fraudulent transfer and successor claims the Debtors have against Sealed Air as a result of the Cryovac transaction with W. R. Grace in 1998. The Debtors will also fund a trust created for Canadian Zonolite Attic Insulation Claims. In a recently amended settlement, the Debtors' contribution to the Fund is increased from C$6,500,000 to C$8,595,632 in the event the U.S. Confirmation Order is entered by the U.S. Court on or before Jan. 31, 2011; and C$9,095,632 in the event that the U.S. Confirmation Order is entered by the U.S. Court after Jan. 31, 2011, but on or before July 31, 2011. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Unsecureds, Garlock Appeal Plan Approval Order ---------------------------------------------------------- The Official Committee of Unsecured Creditors in W.R. Grace & Co.'s cases, a group of lenders under the Prepetition Bank Credit Facilities, and Garlock Sealing Technologies LLC, took an appeal from Judge Judith Fitzgerald's Jan. 31, 2011 Order confirming the Debtors' plan of reorganization. The Chapter 11 Plan As reported in the Feb. 3, 2011 edition of the Troubled Company Reporter, Judge Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware approved on January 31, 2011, the Joint Plan of Reorganization proposed by W.R. Grace & Co. and its debtor affiliates, the Official Committee of Equity Security Holders, the Official Committee of Asbestos-related Personal Injury Claimants, and the Future Claims Representative. Grace's Joint Plan will next be considered for confirmation by the United States District Court for the District of Delaware, a necessary step before Grace may exit Chapter 11. Judge Fitzgerald confirmed the Plan after resolving all outstanding objections and finding that the Plan satisfies all applicable sections of the Bankruptcy Code, including Section 524(g). Judge Fitzgerald held that claimants in Classes 6, 7 (including both sub-classes 7A and 7B), and 8 have voted to accept the Plan in the requisite numbers and amounts required by Sections 524(g), 1126, and 1129. The Joint Plan establishes two asbestos trusts to compensate personal injury claimants and property owners. Funds for the trusts will come from a variety of sources including cash, warrants to purchase Grace common stock, deferred payment obligations, insurance proceeds and payments from successor companies. The trusts' assets and operations are designed to cover all current and future asbestos claims, according to the Debtors. The Debtors filed for bankruptcy in April 2001 because of increasing asbestos personal injury claims. They have submitted several plans of reorganizations co-proposed by different parties-in-interest since the Petition Date. The most recent plan was filed in November 2008 and incorporated settlements of the Debtors' present and future asbestos-related PI Claims. In April 2008, the Debtors reached an agreement settling all of their present and future asbestos-related PI claims for $1.8 billion. Prior to the agreement, the Debtors were involved in a series of trials to estimate their asbestos personal injury claims. Grace's experts estimated that the company's asbestos personal injury liabilities are between $385 million and $1.314 billion. The PI Committee, representing more than 100,000 asbestos claimants, said Grace's liabilities range from $4.7 billion to $6.2 billion. Pursuant to the April 2008 settlement, the asbestos trusts will be funded by: -- Cash in the amount of $250,000,000; -- Warrants to acquire 10,000,000 shares of Grace common stock at an exercise price of $17.00 per share, expiring one year from the effective date of a plan of reorganization; -- Rights to proceeds under Grace's asbestos-related insurance coverage; -- The value of cash and stock under the litigation settlement agreements with Sealed Air Corporation and Fresenius Medical Care Holdings, Inc.; and -- Deferred payments at $110,000,000 per year for five years beginning in 2019, and $100,000,000 per year for 10 years beginning in 2024; the deferred payments would be obligations of Grace backed by 50.1% of Grace's common stock to meet the requirements of Section 524(g). The Sealed Air settlement payment consists of (i) $512,500,000 in cash, plus interest accrued from Dec. 21, 2005, until the Plan's effective date, at a rate of 5.5% per annum compounded annually; and (ii) 18,000,000 shares of Sealed Air common stock. As of Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at $26.69 per share, placing a value of about $480,420,000 on the settlement pact. In a company statement, Sealed Air said it will review the Bankruptcy Court's confirmation order to ensure that the Debtors implement the Plan in a manner fully consistent with a settlement agreement signed on Nov. 20, 2003. Sealed Air added that it stands ready to contribute its payment directly to one or more of the trusts to be created under Section 524(g) once the provisions of the settlement agreement are fully met. Sealed Air noted that as of Dec. 31, 2010, its total cash payment would have been approximately $788 million, which reflects the principal settlement amount of $512.5 million and $275.5 million of accrued interest, which accrues at 5.5% per annum and is compounded annually. Sealed Air's payment to the Debtors would resolve all current and future asbestos-related, fraudulent transfer and successor claims the Debtors have against Sealed Air as a result of the Cryovac transaction with W. R. Grace in 1998. The Debtors will also fund a trust created for Canadian Zonolite Attic Insulation Claims. In a recently amended settlement, the Debtors' contribution to the Fund is increased from C$6,500,000 to C$8,595,632 in the event the U.S. Confirmation Order is entered by the U.S. Court on or before Jan. 31, 2011; and C$9,095,632 in the event that the U.S. Confirmation Order is entered by the U.S. Court after Jan. 31, 2011, but on or before July 31, 2011. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on Jan. 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ZEIGER CRANE: Hit by Downturn in Construction Industry ------------------------------------------------------ Paul Brinkmann at the South Florida Business Journal reports that Zeiger Crane Rental filed for Chapter 11 bankruptcy protection in South Florida. "The downturn in the construction industry and prevailing economic conditions have contributed to decreased revenues," according to Michael Seese of Hinshaw & Culbertson in Miami, counsel to the Company. Mr. Brinkmann relates, "The company has been in business for more than 25 years and is a respected service provider. We expect to restructure the liabilities, possibly reduce the collateral base to a level consistent with debt service capabilities and emerge from Chapter 11 under a viable restructuring plan." Riviera Beach-based Zeiger Crane Rental has been renting lift equipment from major manufacturers since 1986 and has a fleet of equipment in Manitowoc, Wisconsin. Zeiger Crane Rental filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-14183) on Feb. 18, 2011. Michael D. Seese, Esq., at Hilnshaw & Culbertson LLP in Fort Lauderdale, Florida, serves as counsel to the Debtor. The Debtor estimated assets and debts of $10,000,001 to $50,000,000. Two affiliates Affiliate Atlantic Leasing, Inc. (Bankr. S.D. Fla. Case No. 11-14185) and Dyer Road Property, LLC (Case No. 11-14188) also filed Chapter 11 petitions. * WSJ Looks at Top U.S. Lawyers in $1,000-Club ---------------------------------------------- Vanessa O'Connell, writing for The Wall Street Journal, takes a look at U.S. attorneys who are charging as much as $1,250 an hour, significantly more than in previous years, taking advantage of big clients' willingness to pay top dollar for certain types of services. According to Ms. O'Connell, the club includes: -- Harvey Miller, Esq., a bankruptcy partner at New York- based Weil, Gotshal & Manges, and some other Weil lawyers who ask as much as $1,045 an hour; -- Kirk A. Radke, Esq., at Kirkland & Ellis LLP in New York, who advises clients on leveraged buyouts and forming private-equity funds, charges $1,250 hourly fee; -- William F. Nelson, Esq., a Washington-based tax partner at Bingham McCutchen, commands $1,095 an hour, up from $1,065 last year. -- David Boies, Esq., chairman of Boies, Schiller & Flexner and a prominent trial lawyer, charges $960 an hour; -- top litigators at Morgan, Lewis & Bockius LLP, a Philadelphia-based firm, are asking as much as $1,200 an hour. A spokeswoman for the firm said "less than 1% of our partners are at rates of $1,000 or more;" -- Gregory B. Craig, Esq., a former counsel to the Obama White House who joined Skadden, Arps, Slate, Meagher & Flom LLP a year ago as a Washington-based litigation partner, is asking $1,065 an hour; -- M&A lawyer John M. Reiss, Esq., at White & Case in New York, started billing $1,100 an hour last year; According to Ms. O'Connell, a few pioneers had raised their fees to more than $1,000 an hour about five years ago, at the peak of the economic boom. But after the recession hit, many of the rest of the industry's elite were hesitant, until recently, to charge more than $990 an hour. The WSJ report says that, in recent years, pressure from clients for discounts has made it increasingly difficult for law firms to increase their lawyers' fees across the board. Hourly rates for partners rose by an average 3% in 2009 and 2010, and 2.3% this year, compared with an 8% increase in 2008, according to Hildebrandt Baker Robbins. The average law-firm partner now asks $635 an hour and bills $575, Hildebrandt Baker Robbins said. But a small group of attorneys in some specialties command significantly more. The Journal, citing Valeo, also relates that nearly 2.9% of partners at a group of 24 large U.S. and British law firms asked for $1,000 an hour or more in U.S. cases last year, up from 1.5% in 2009. The Journal also notes that London-based lawyers have tended to charge higher per-hour rates than their U.S.-based counterparts. However, London attorneys typically don't bill as many hours on a case as do U.S. attorneys, some lawyers say. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Feb. 18, 2011 WHARTON RESTRUCTURING CLUB 7th Annual Wharton Restructuring and Turnaround Conference The Union League, Philadelphia, Pa. Contact: http://whartonrestructuringconference.org/ Colin McGinnis -- mcginnic@wharton.upenn.edu Adam Piekarski -- adamjp@wharton.upenn.edu Avi Robbins -- arobb@wharton.upenn.edu Feb. 24-25, 2011 AMERICAN BANKRUPTCY INSTITUTE Valcon Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 4, 2011 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Hyatt Regency Century Plaza, Los Angeles, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 7-9, 2011 INTERNATIONAL COUNCIL OF SHOPPING CENTERS Debt Workout, Transactions, and Repositioning of Distressed Assets The Wharton School, University of Pennsylvania, Philadelphia, Pa. Contact: 1-646-728-3468 or www.icsc.org/2011UV Mar. 7-9, 2011 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition Duberstein U.S. Courthouse, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - Florida Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10-12, 2011 AMERICAN BANKRUPTCY INSTITUTE SUCL/ Alexander L. Paskay Seminar on Bankruptcy Law and Practice Marriott Tampa Waterside, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 17-19, 2011 AMERICAN BANKRUPTCY INSTITUTE Byrne Judicial Clerkship Institute Pepperdine University School of Law, Malibu, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ April 27-29, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott, Chicago, IL Contact: http://www.turnaround.org/ May 5, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - New York City Association of the Bar of the City of New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 6, 2011 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Hilton New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ June 6, 2011 AMERICAN BANKRUPTCY INSTITUTE Canadian-American Cross-Border Insolvency Symposium Fairmont Royal York, Toronto, Ont. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: Feb. 15, 2011 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases by individuals and business entities estimating assets and debts or disclosing assets and liabilities at less than $1,000,000. The list includes links to freely downloadable images of the small-dollar business-related petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2011. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***