/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110301.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 1, 2011, Vol. 15, No. 59 Headlines 534 HOLLAND: Case Summary & Largest Unsecured Creditor A+HC HOLDING: Case Summary & 20 Largest Unsecured Creditors ADANAC MOLYBDENUM: Emerges From Creditor Protection Under CCAA AEI SERVICES: Moody's Withdraws 'B1' Corporate Family Rating AEOLUS PHARMA: Signs Research & Manufacturing Pact with JMPS AIRTRAN HOLDINGS: CEO Testifies Before Senate Panel on SWA Merger ALLEGHENY ENERGY: Moody's Upgrades Bank Facility Rating From 'Ba1' ALLY FINANCIAL: Files Form 10-K; Reports $1.075-Bil. Net Income ALYSSA REALTY: Voluntary Chapter 11 Case Summary ALPINE SECURITIZATION: DBRS Holds 'B' Rating on $23MM Tranche AMERICAN TREE: Voluntary Chapter 11 Case Summary AMTRUST FINANCIAL: FDIC Sues to Claim $194-Mil. Tax Refund ANGIOTECH PHARMACEUTICALS: Ch. 15 Approved, Senior Notes Settle AVIS BUDGET: DBRS Confirms 'B' Issuer & Sr. Unsecured Debt Ratings AWAL BANK: Administrator Sues HSBC, Objects to Dismissal Bid AWAL BANK: Exclusive Plan Periods Extended Sine Die BANKATLANTIC BANCORP: Hit With Cease and Desist Order from OTS BANKATLANTIC BANCORP: Fitch Keeps 'CC'/'C' Issuer Default Ratings BERNARD L MADOFF: Seeking Therapy at Prison Facility BRECKENRIDGE EDISON: Noteholder Files New Foreclosure Notice BRIARWOOD CAPITAL: Lennar Can Pursue Florida Suit vs. Minkow, FDI BRIARWOOD CAPITAL: Trustee Seeks $500T to Fund Lennar Suit, Estate BRIARWOOD CAPITAL: Trustee Settles Objection to Colony Plan BROCK HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating BROCK HOLDINGS: S&P Assigns Corporate Credit Rating at 'B+' CAESARS ENTERTAINMENT: Incurs $823.30 Million Net Loss in 2010 CAMP COOLEY: Beckham Seeks $290T in Fees for March-Nov. Work CAMP COOLEY: Can Use Amegy, Lone Star Collateral Until May 31 CAMP COOLEY: Hires Broker, Advisors for Sale of Ranch CARGO TRANSPORTATION: Files Schedules of Assets & Liabilities CARROLS CORPORATION: Moody's Affirms 'B2' Corporate Family Rating CARROLS CORP: S&P Gives Negative Outlook, Affirms 'B' Rating CONNECTICARE INC: S&P Gives Stable Outlook, Affirms 'BB+' Rating CASE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors CB HOLDING: Bugaboo Creek Auction Scheduled for March 7 CENTURION PROPERTIES: Carlson Withdraws as Equity Funding's Attys. CENTURION PROPERTIES: Kuffel Withdraws as Centrum et al.'s Counsel CENTURION PROPERTIES: Disclosure Statement Hearing on March 15 CLAIM JUMPER: Landry's Moves Headquarters to Houston COAST CRANE: Wants Case Dismissal as Most Assets Already Sold COLLECTORS TRAINING: Case Summary & 20 Largest Unsecured Creditors COMPTON PETROLEUM: VP for Exploration and CFO Resign from Posts COMPTON PETROLEUM: Widens Net Loss to $330.85 in 2010 COMPTON PETROLEUM: Proved Reserves at Dec. 31 Decline by 40% CONEX INT'L: Judge Approves Chapter 7 Liquidation CONFORCE INTERNATIONAL: Raises $6.23 Million for Sale of Shares CONSOLIDATED HORTICULTURE: Lender Group Lone Bidder for Assets CRUCIBLE MATERIALS: Settles Honeywell, EPA Claims for $21 Million DAVE & BUSTER'S: Moody's Cuts Corporate Credit Rating to 'B3' DELTA AIR: S&P Assigns 'BB-' Rating to $250 Mil. Senior Notes DISH NETWORK: To Buy Claims vs. DBSD for Up to $1-Billion DIVERSIFIED INDUSTRIES: Alberta Cease Trade Order Lifted DOT VN INC: Hi-Tek Inks Pact to Develop Vietnam Language IDNs DYNAVAX TECHNOLOGIES: Planned Safety Assessments Complete DYNAVAX TECHNOLOGIES: Reports Immunogenicity Data for Hepa B DYNAVAX TECHNOLOGIES: Reports Phase 1A & 1B Immunogenicity Data EASTMAN KODAK: Incurs $687 Million Net Loss in 2010 EL PASO: Case Summary & 11 Largest Unsecured Creditors EVEREST HEIGHTS: Files for Bankruptcy Protection in Dallas EVEREST HEIGHTS: Voluntary Chapter 11 Case Summary EXTENDED STAY: Litig. Trustee Wants More Time to Object to Claims EXTENDED STAY: ESA Debtors Begin Omnibus Claims Objections FAIRMOUNT MINERALS: Moody's Affirms 'B1' Corporate Family Rating FIRST NATIONAL: Fitch Maintains Ratings on Negative Watch FORUM HEALTH: PBGC to Pay Pension Benefits FRE REAL ESTATE: Stipulation Relating to Motions to Dismiss Filed FRE REAL ESTATE: Regions Asks Court to Annul Automatic Stay FRED & STEVE: Case Summary & 20 Largest Unsecured Creditors FT SILFIES: U.S. Trustee Gets More Time to Respond to Final Report GARDNER APARTMENTS: Case Summary & 15 Largest Unsecured Creditors GENERAL MOTORS: Creditors Overwhelmingly Vote to Accept Plan GENERAL MOTORS: Old GM Addresses Objections to Ch. 11 Plan GENERAL MOTORS: Panel Says Plan Gives Best Recovery for Unsecureds GENERAL MOTORS: FCR Supports Confirmation of Amended Ch. 11 Plan GERARD TROOIEN: Trustee Wants Chapter 7 Liquidation GISCO INC: Case Summary & 20 Largest Unsecured Creditors GLOBAL CROSSING: $700,000 Cash Bonus to 5 Executives Approved GRAND PARKWAY: US Trustee Wants Chapter 11 Case Dismissed GREAT EAST: Case Summary & 20 Largest Unsecured Creditors GSC GROUP: Court Okays Shearmann & Sterling as Trustee's Counsel GRUMMAN OLSON: Bankr. Court Won't Hear Successor Liability Suit HARTFORD FINANCIAL: Fitch Holds BB Ratings on Jr. Sub. Debentures HORIZON LINES: S&P 'BB-' Rating on CreditWatch Negative HORSEHEAD INDUSTRIES: Plan Confirmation Hearing on March 15 HUNTINGTON INGALLS: Northrop Spin-Off Won't Affect Moody's Ratings INTELLIGRATED INC: S&P Assigns 'B' Corporate Credit Rating JETBLUE AIRWAYS: Reports $97 Million Net Income in 2010 JMC STEEL: Moody's Assigns 'B1' Rating to $400 Mil. Secured Loan JMC STEEL: S&P Assigns 'B' Rating to $725 Mil. Senior Notes KEVEN MCKENNA: Supreme Court Holds Plea to Operate Law Firm KWIATOWSKI LAND: Voluntary Chapter 11 Case Summary LAKE GROVE: Voluntary Chapter 11 Case Summary LEE WILLIAM: Voluntary Chapter 11 Case Summary LEHMAN BROTHERS: Assets Sale to Barclays "Fair", Judge Peck Rules LEHMAN BROTHERS: 3 Creditors Oppose Paulson & Co. Plan LEHMAN BROTHERS: JPM Asserts Right to "Unjustly Obtained" Amounts LEHMAN BROTHERS: LBCS Sues Sempra Entities for $104.7 Million LEHMAN BROTHERS: Wants June 30 Svc. Deadline for Avoidance Actions LEVEL 3 COMMS: Net Loss Slightly Up to $622 Million in 2010 LIONS GATE: Considering Spin Off of Digital Assets LUCE & AUFDENKAMPE: Voluntary Chapter 11 Case Summary MACATAWA BANK: Cuts Net Loss to $17.85 Million in 2010 MACCO PROPERTIES: Aims to Sell Large Portfolio for $86 Million MAIETTA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors MAUI LAND: Extends Maturity of $30MM Wells Fargo Debt to 2013 MEDIA GENERAL: S&P Downgrades Corporate Credit Rating to 'B-' MIDWEST DIVERSIFIED: Case Summary & 20 Largest Unsecured Creditors MOLECULAR INSIGHT: Savitr Capital Owns 10.5% of Common Stock MOMENTIVE PERFORMANCE: Incurs $62.96 Million Net Loss in 2010 MOMENTIVE SPECIALTY: Reports $214-Mil. Net Income in 2010 MSR RESORT: Ashner Calls Singapore 'Aggressive' on Offer MT ZION: Court Continues Plan Confirmation Hearing to March 8 MSR RESORT: La Quinta Vendors Await Payment NASSAU EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors NC DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors NEC HOLDINGS: Settles Remainder of $14-Mil. Dispute with Gores NEW LEAF: Neil Russell Resigns as Member of the Board NO FEAR RETAIL: Stores to Remain Open While in Chapter 11 NORTH TEXAS: Case Summary & 20 Largest Unsecured Creditors NUTRACEA: Going Concern Doubt Still Exists Despite Emergence O'CHARLEY'S INC: S&P Downgrades Corporate Credit Rating to 'B' ONTARIO FARM: Back Pay Available for Caribbean Guest Workers PACIFICA MESA: Albuquerque Studios Foreclosure Delayed PAIR-A-DICE MOBILE: Case Summary & 4 Largest Unsecured Creditors PEACE HILLS: AM Best Upgrades Financial Strength Rating to 'B+' PETALUMA GREENBRIAR: Case Summary & 20 Largest Unsecured Creditors PIONEER VILLAGE: Falk Family Plans to Acquire Assets for $12 Mil. POINT BLANK: Settles SEC Charges; Suit vs. Execs. to Continue PRES-LAHAINA: U.S. Trustee Wants Case Converted to Chapter 7 R&G FINANCIAL: Exclusive Plan Filing Period Extended to June 30 RANCHER ENERGY: Linc Expects to Close Purchase by March REDDY ICE: Annual Meeting of Stockholders Scheduled for May 19 REFCO INC: RGL Seeks Partial Summary Judgement vs., Cantor, et al. REGAL ENTERTAINMENT: Consummates $1-Bil. Secured Refinancing ROBB & STUCKY: Can Hire AlixPartners as Communication Consultant ROBB & STUCKY: Gets Court's Nod to Reject Executory Contracts ROBB & STUCKY: Has Interim OK to Hire Berger as Bankr. Counsel ROBERT PRINTZ: Parties Await Plan Ruling ROTHSTEIN ROSENFELDT: Court Approves Adler Accord With Trustee RUGGED BEAR: Auction for Substantially All Assets Set for March 2 RYLAND GROUP: Incurs $85.14 Million Net Loss in 2010 SENSATA TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB-' SHOPPES AT LAKESIDE: Hearing on Cash Use Reset to March 17 SOMERSET PROPERTIES: Wants March 9 Extension to Plan Deadline SONRISA PROPERTIES: Hearing on Amended Plan Outline Set for Today SOUTHSHORE DEVELOPMENT: Case Summary & Creditors List STANLEY FREIGHT: Voluntary Chapter 11 Case Summary STATEWIDE INC: Case Summary & 20 Largest Unsecured Creditors STIRLING INTERNATIONAL: Case Summary & Creditors List STONY POINT LAND: Hubbard Contract Remains Fully Enforceable SURF CITY: Case Summary & 13 Largest Unsecured Creditors SW GEORGIA ETHANOL: Gets Final OK for $10-Mil. of Financing SW GEORGIA ETHANOL: US Trustee Forms 3-Member Creditors' Panel TENET HEALTHCARE: Reports $1.15 Billion Net Income in 2010 TERRESTAR NETWORKS: Sheppard, Committee's FCC Counsel, Hikes Rates TERRESTAR NETWORKS: First Interim Fee App. Deadline on March 18 TERRESTAR NETWORKS: Kirkland Represents PIK Notes' Holders TP INC: Bankruptcy Administrator Wants Case Converted to Ch. 7 TRANSDIGM INC: Fitch Puts 'BB/RR1' Rating on New $1.55 Bil. Loan TRANT MANOR: Files Plan; City National Paid from Sale Proceeds TRICO MARINE: To Auction Off Additional Towing and Supply Vessels TRONOX INC: Inks $125MM Asset Based Revolver with Wells Fargo ULTIMATE ACQUISITION: Court Approves Jaffe Rait as Bankr. Counsel ULTIMATE ACQUISITION: Wants Court to Approve Rejection Protocol ULTIMATE ACQUISITION: Wants to Until March 27 to File Schedules UNIFI INC: Appoints W. Jasper as Chairman, R. Berrier as COO UNIFI INC: Chairman S. Wener Passes Away; No Replacement So Far UNITED REFINING: S&P Downgrades Ratings on $365 Mil. Notes to 'B' UNIVERSAL STEEPLEJACK: Case Summary & Creditors List USEC INC: Reports $7.50 Million Net Income in 2010 USEC INC: Revised Long-Term Incentive Program for 2011 Okayed VALCOM INC: Posts $166,700 Net Loss in Dec. 31 Quarter VIA VENTURE: Case Summary & 3 Largest Unsecured Creditors VILLA BELLAGIO: Voluntary Chapter 11 Case Summary VILLAGE AT STONECASTLE: Voluntary Chapter 11 Case Summary WENTWORTH HILLS: Voluntary Chapter 11 Case Summary WEST CORP: Reports $60.30 Million Net Income in 2010 WESTMORELAND COAL: John O'Laughlin Accepts New VP Position WILLOWBROOK VILLAGE: Case Summary & 13 Largest Unsecured Creditors WORKFLOW MANAGEMENT: Plan Approved, Owner Perseus Keeps Stock WSF REALTY: Voluntary Chapter 11 Case Summary YMCA OF MCHENRY: YMCA Camp Algonquin Will Close on March 17 ZALE CORP: Reports $27.21-Mil. Net Earnings in Jan. 31 Quarter * Circuit Court to Rehear Decision Halting Trustee Suit * 2010 Bank Failures at 18-Year High; Problem Banks Reach 884 * Financial Institutions Earned $21.7 Billion in 4th Quarter * Justice Dept. Sues New Mexico Man in Alleged $76MM Ponzi Scheme * U.S. House Republicans Move to End Foreclosure Aid Programs * Utah Governor Says State Bankruptcies Should Be 'Last Resort' * Duane Morris Looking to Buy or Merge With U.K. Firm * Large Companies With Insolvent Balance Sheets ********* 534 HOLLAND: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: 534 Holland Holdings LLC P.O. Box 1675 Highland Park, IL 60035 Bankruptcy Case No.: 11-07468 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Thomas W. Drexler, Esq. LAW OFFICE OF THOMAS W. DREXLER 77 W Washington, Suite 1910 Chicago, IL 60602 Tel: (312) 726-7335 Fax: (312) 263-0430 E-mail: drexler321@aol.com Scheduled Assets: $3,300,000 Scheduled Debts: $2,285,000 The list of 20 largest unsecured creditors contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Qualitor, Inc. Trade debt $85,000 24800 Denso Dr #255 Southfield, MI 48033 The petition was signed by Norman S. Lynn. A+HC HOLDING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: A+HC Holding, Inc. aka Farmacias El Amal P.O. Box 29166 San Juan, PR 00927 Bankruptcy Case No.: 11-01428 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A. CURPILL, PSC LAW OFFICE 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: (787) 977-0515 E-mail: cacuprill@cuprill.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb11-01428.pdf The petition was signed by Mohammad Yassin, president. ADANAC MOLYBDENUM: Emerges From Creditor Protection Under CCAA -------------------------------------------------------------- Adanac Molybdenum Corporation has successfully implemented its plan of compromise and arrangement and has emerged from creditor protection under the Companies' Creditors Arrangement Act. Adanac emerges from creditor protection with limited current liabilities, no legacy liabilities, and with cash for reasonable working capital purposes. On implementation of the Plan, Adanac's outstanding common shares were consolidated on a 150 to 1 basis, with 24,698,688 post-consolidation common shares issued to creditors. Following its emergence, Adanac will have 25,462,544 issued and outstanding common shares. Adanac's common shares are listed on the Toronto Stock Exchange and are expected to start trading on a consolidated basis on March 3, 2011. In connection with the Plan, Adanac has received conditional approval to list its common shares on the TSX Venture Exchange ("TSXV"). The Company expects to satisfy the listing conditions and have its common shares listed on the TSXV in the near future. The transition from trading on the TSX to the TSXV will be coordinated so that there is no gap in trading. There are no issued or outstanding options or warrants. Adanac's primary focus is on partnering with an entity interested in developing Adanac's 100% - owned and substantially permitted Ruby Creek Property. The following sets out the name and background of the Adanac's new directors and officers: Leonard J. Sojka Mr. Sojka will serve as President and director and as a member of Adanac's audit committee. Mr. Sojka has served as the Chief Restructuring Officer of Adanac since July 2010. In that capacity, he has orchestrated Adanac's emergence from creditor protection under the CCAA, including bringing Adanac into compliance with its financial filings and negotiating with equipment vendors to dispose of mining equipment and related liabilities. Mr. Sojka also serves as the Chief Financial Officer of a TSX-V listed natural resource company. Mr. Sojka has served as a director of TSX-V listed and NYSE Amex listed natural resource companies. In both instances, Mr. Sojka served on the audit committee and was intimately involved with the mergers and acquisitions function. Mr. Sojka has more than 25 years experience in the investment management and securities industries, with more recent focus on the global metals and mining sector. Mr. Sojka received an MBA in Finance from the University of Chicago Graduate School of Business in 1986, and a BSB in Accounting from the University of Minnesota in 1979. Mr. Sojka was also a practicing Certified Public Accountant in Minnesota. John W. Cutler Mr. Cutler will serve as an independent director and as a member of Adanac's audit committee. Mr. Cutler is a director, President and CEO of a TSX-V listed natural resource company. Mr. Cutler is also an independent director of an NYSE Amex listed natural resource company. In both instances, he serves on the audit committee and is intimately involved with the mergers and acquisitions function. Previously, Mr. Cutler was an investment strategist with a multi fund manager specializing in energy and natural resource investments. Mr. Cutler has compiled more than 30 years experience in the investment management and securities industries. Mr. Cutler received a BS in Finance from the University of Virginia - McIntire School of Commerce in 1974. He also pursued further studies at The New York Institute of Finance and The New School, NYC. Robert H. Pinsent Mr. Pinsent will serve as an independent director and as a member of Adanac's audit committee. Mr. Pinsent has worked as a consulting geologist for the previous 10 years. Mr. Pinsent's experience includes serving as the chief geologist for Adanac during its most recent series of drilling campaigns at Adanac's flagship Ruby Creek Project. In the capacity of chief geologist, Mr. Pinsent was instrumental in shepherding Ruby Creek through its feasibility process and the British Columbia Environmental Assessment Review process. Mr. Pinsent's familiarity with Adanac began with initial field work in 1981. Mr. Pinsent has over 35 years experience working in the natural resource field, both for private industry and provincial agencies. Mr. Pinsent received a B.Sc., (Honours), Geology from the University of Aberdeen, Scotland in 1968, a M.Sc., Geology from the University of Alberta, Edmonton in 1971, and a Ph.D., Geology from the University of Durham, England in 1976. Maria L. Tejada Ms. Tejada will serve as Adanac's Chief Financial Officer. Ms. Tejada has served as a Senior Accountant and then as Adanac's Controller since May 2007. In that capacity, Ms. Tejada has been heavily involved in all aspects of Adanac's financial and operational history leading up to and through the CCAA process. Ms. Tejada was instrumental in helping Adanac to regain compliance with its financial filings. Previously, Ms. Tejada held accounting positions in the Philippines and in British Columbia. Ms. Tejada received a BS in accounting from St. Louis University in Baguio City, Philippines in 1985. Alicia D. Marshall Ms. Marshall will serve as Adanac's Vice President - Administration. Ms. Marshall has served in a wide variety of capacities since February 2007. Most recently, she has been instrumental in facilitating due diligence for the pending sales transaction of Adanac's major equipment items. Ms. Marshall's contributions have also been crucial in furthering Adanac's effort to emerge from CCAA protection. Ms. Marshall will continue in her multifaceted administrative role in Adanac's forthcoming effort to find partners to develop the Ruby Creek Project. Information and documents relating to Adanac's financial filings are available on www.sedar.com. Information and documents relating to Adanac's CCAA proceedings, including the Plan, are available on the website of Adanac's Court-appointed Monitor, KPMG Inc.: http://www.kpmg.ca/adanac/ About Adanac Molybdenum Adanac Molybdenum Corporation is listed on the TSX and Frankfurt exchanges and owns the Ruby Creek Project in northern British Columbia. The Company has advanced the project through feasibility studies, a production decision and has previously ordered long-lead equipment, completed permitting for construction, constructed a road to the site and secured US$80 million in bridge financing. AEI SERVICES: Moody's Withdraws 'B1' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has withdrawn AEI's B1 Corporate Family Rating as well as the Ba3/LGD3 senior secured rating on AEI's term loan and revolving credit facilities aggregating US$1.5 billion following the repayment of outstanding amounts under the facilities and their subsequent cancellation on February 18, 2011. This action follows AEI's announcement on January 20, 2011, that it would repay its financial debt and PIK notes following the disposal of its interests in ten of its operating companies for US$4.8 billion. Outlook Actions: Issuer: AEI -- Outlook, Changed To Rating Withdrawn From Stable Withdrawals: Issuer: AEI -- Probability of Default Rating, Withdrawn, previously rated B1 -- Corporate Family Rating, Withdrawn, previously rated B1 -- Senior Secured Bank Credit Facility, Withdrawn, previously rated Ba3 -- Senior Secured Bank Credit Facility, Withdrawn, previously rated Ba3 Headquartered in Houston, AEI Services LLC is a privately-held holding company that currently holds investment interests in power and natural gas related companies operating worldwide. As of June 30, 2010, AEI reported consolidated assets of around US$9.2 billion. AEOLUS PHARMA: Signs Research & Manufacturing Pact with JMPS ------------------------------------------------------------ On Feb. 18, 2011, Aeolus Pharmaceuticals, Inc., entered into a Research and Manufacturing Agreement with Johnson Matthey Pharmaceutical Materials, Inc. d/b/a Johnson Matthey Pharma Services, pursuant to which the Company has engaged JMPS to, among other things, analyze, assess and develop a reliable separations or manufacturing process for certain chemical compounds as required by the Company and to perform such additional work as may be required or agreed upon by the parties and to manufacture compounds for the Company. The Company entered into the JMPS Agreement in furtherance of the Company's efforts under the development agreement with the Office of Biomedical Research and Development Authority for the development of AEOL 10150, the Company's lead compound, as a medical countermeasure against the pulmonary sub-syndrome of acute radiation syndrome that the Company announced on Feb. 15, 2011. JMPS will provide services to the Company under the JMPS Agreement through one or more project engagements. Each project will have a detailed project description and separate fee agreement based on the nature and duration of the project and the specific services to be performed by JMPS. Under the initial project, JMPS has agreed to, among other things, analyze, research and develop methods for improving the manufacturing process and prepare a good manufacturing process stability program for AEOL 10150. The Company has engaged JMPS to perform services under the Initial Project through Feb. 10, 2012, which is the first year base period of performance under the BARDA Contract. The term of the JMPS Agreement will continue until the later of Feb. 16, 2016 or the date on which all projects under the agreement have been completed or terminated. In addition, the Company has agreed to indemnify JMPS for liability incurred in connection with matters directly related to compounds or other materials or processes supplied or disclosed to the Company by JMPS, and JMPS has agreed to indemnify the Company for liability incurred in connection with third party claims directly related to JMPS' nonfeasance, misfeasance or malfeasance with respect to the services provided and the products supplied by JMPS under the JMPS Agreement. On Feb. 23, 2011, the Company entered into a General Management Consulting Assignment with Booz Allen Hamilton Inc., pursuant to which the Company engaged Booz Allen to provide consulting and operational support to the Company's development efforts under the BARDA Contract. Under the BAH Agreement, Booz Allen will, among other things, provide the Company with evaluation, operational and transitional support during the establishment and enhancement of the Company's quality assurance, document management, earned value management and program management systems. The Company has agreed to pay Booz Allen on a time-and-material basis. The estimated fee for the services to be provided by Booz Allen during the first year of the BAH Agreement is approximately $1.9 million, plus reimbursement of travel and incidental support expenses. The BAH Agreement has an unlimited term, provided that either party may terminate it if the other party becomes or is declared insolvent or bankrupt or under similar circumstances and the Company may also terminate the agreement upon 30 days advance written notice to Booz Allen. In addition, the Company has agreed to indemnify Booz Allen for liability incurred in connection with matters covered by the BAH Agreement except in the event of Booz Allen's gross negligence or willful misconduct, and Booz Allen has agreed to indemnify the Company for liability incurred as a result of Booz Allen's gross negligence or willful misconduct under the BAH Agreement. Aeolus Pharmaceuticals Aeolus Pharmaceuticals, Inc. (OTC Bulletin Board: AOLS) -- http://www.aeoluspharma.com/-- is a Southern California-based biopharmaceutical company. The Company is developing a new class of broad spectrum catalytic antioxidant compounds based on technology discovered at Duke University and National Jewish Health. Its lead compound, AEOL 10150, is entering human clinical trials in oncology, where it will be used in combination with radiation therapy. The Company's balance sheet at Sept. 30, 2010, showed $2.4 million in total assets, $29.1 million in total liabilities, and a stockholders' deficit of $26.7 million. Haskell & White LLP, in Irvine, California, 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, negative cash flows from operations and management believes the Company does not currently possess sufficient working capital to fund its operations past the second quarter of fiscal 2012. AIRTRAN HOLDINGS: CEO Testifies Before Senate Panel on SWA Merger ----------------------------------------------------------------- On Feb. 25, 2011, Robert L. Fornaro, Chairman, President and Chief Executive Officer of AirTran Holdings, Inc. testified before the United States Senate Committee on the Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights in connection with the proposed merger between AirTran and Southwest Airlines Co. Mr. Fornaro also provided a written statement to the Subcommittee. In both his written statement and during his testimony, Mr. Fornaro discussed certain forward-looking information, including certain information regarding the potential for growth of Southwest Airlines and AirTran as a combined company. A full-text copy of Mr. Fornaro's written statement is available for free at http://ResearchArchives.com/t/s?740d About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion in total assets, $1.64 billion in total liabilities, and $539.36 million in total stockholders' equity. * * * AirTran carries 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's. At the end of September 2010, Moody's said it has placed AirTran's corporate family rating under review for possible upgrade, after the announcement that Southwest Airlines, Inc., has entered into a definitive agreement to acquire 100% of the outstanding common stock of AirTran for cash and common stock totaling $1.4 billion. On Sept. 27, 2010, AirTran announced that it reached an agreement to sell itself to higher-rated Southwest Airlines for cash and Southwest stock. Southwest values the transaction at $3.2 billion including assumed AirTran debt and aircraft leases. Southwest forecasts annual revenue and cost synergies exceeding $400 million once the airlines' operations are combined by 2013. Southwest also sees one-time transaction costs of $300 million to $500 million. The companies indicated that a closing would not occur until sometime in the first half of 2011. "In its view, the combination would weaken Southwest's financial profile, which S&P characterize as intermediate -- the strongest among rated U.S. airlines," said Standard & Poor's credit analyst Philip Baggaley, in September 2010. "Southwest's operating and financial performance has improved in 2010, with EBITDA interest coverage increasing to 4.6x for the 12 months ended June 30, 2010, from 3.6x a year earlier and funds from operations to debt increasing to 20% from 12%. While these are still below appropriate levels for the rating category, S&P expects the improving operating trend to result in increasing levels over the next several quarters. AirTran has substantial operating lease commitments (around $2 billion), since, unlike Southwest, it does not own many of its aircraft. These commitments would be assumed by Southwest, significantly increasing its lease-adjusted debt obligations." ALLEGHENY ENERGY: Moody's Upgrades Bank Facility Rating From 'Ba1' ------------------------------------------------------------------ Moody's Investors Service affirmed the ratings and stable rating outlooks of FirstEnergy Corp. (Baa3 senior unsecured rating) and its regulated utilities and placed the ratings for FirstEnergy Solutions Corp. (Baa2 senior unsecured), FE's unregulated generating subsidiary, under review for possible downgrade. Separately, Moody's upgraded the bank facility rating at Allegheny Energy, Inc., to Baa3 from Ba1 and affirmed the ratings and stable rating outlooks for its operating subsidiaries. Ratings Rationale The rating action reflects Moody's expectation that the merger between FE and AYE will be consummated shortly. The merger, which was announced on February 11, 2010, has received all needed regulatory approvals. "The affirmation of FE's and AYE's ratings considers the increased scale and scope of the merged entity and the potential to achieve significant synergies" said Moody's Vice President Scott Solomon. "The rating affirmation also reflects an expectation for near-term improvement in the company's consolidated balance sheet through debt reduction" added Solomon. Upon closing of the merger, FE will own twelve regulated utility subsidiaries (including two transmission-only entities) that operate in seven states and that have an aggregate rate base of approximately $10 billion. Generally speaking, the utility subsidiaries operate in jurisdictions that provide adequate regulatory supportiveness in the form of allowed rates of returns and cost recovery mechanisms. It is Moody's expectation that FE's regulated utility subsidiaries will provide FE parent with an aggregate dividend that exceeds FE's annual dividend to shareholders, estimated at $920 million, through at least 2011. Combined, the twelve utility subsidiaries provided approximately $1,100 million in distributions to their respective parents during the twelve month period ended December 31, 2010. The rating action also considers management's commitment to strengthen FE's consolidated balance sheet through a debt reduction initiative. Moody's expect debt to be reduced by a minimum of $1,000-$1,500 million over the next 15 months. The debt reduction will be funded through cash (combined, AYE and FE had approximately $1,500 million of cash at 12/31/2010), internally generated cash flows, and possibly proceeds from asset sales. Internal cash flow will be positively impacted in 2011- 2013 by reduced cash taxes resulting from the utilization of bonus depreciation. The potential asset sales most discussed by FE's management is Fremont Energy Center and the company's stake in Signal Peak, a coal mine in Montana. Pro forma consolidated financial metrics for the trailing twelve months ended September 30, 2010 included cash from operations pre- working capital (CFO pre-W/C) to debt and interest coverage of approximately 16% and 3.8 times, respectively. Moody's believe that the combination of reduced debt balances and improved near- term consolidated cash flows, driven in large part by the impact of bonus depreciation and system wide synergies, could help improve 2011 financial metrics to approximately 19% and 4.0 times, respectively. Given FE's mix of regulated and unregulated businesses, Moody's view consolidated metrics that include CFO pre-WC to debt in the range of 16-20% as appropriate for the Baa3 rating category for a parent holding company that has significant merchant generation. The rating affirmation for AYE's regulated utilities reflect financial metrics which are expected to remain in line with existing ratings along with the benefits of being a part of a larger and more diverse organization. Similarly, the rating affirmation of AYE Supply reflects the maintenance of financial metrics that are in-line with a low investment grade rated unregulated power company and factor in management's plan to de- leverage which should help to mitigate the impact of weaker commodity prices. The rating upgrade of AYE's bank credit facility to Baa3 from Ba1 reflects the lack of any funded debt at the holding company level, the diversification benefits that will come to AYE as being a part of larger and more diverse organization, and the expectation that AYE's modest holding company working capital needs will be satisfied in the future at the FE level. The review for possible downgrade for FES has been triggered by a reduction in the price for electricity that has impacted the company's financial performance. Specifically, FES' ratio of CFO pre-WC to debt and interest coverage declined to approximately 18% and 5 times for the twelve month period ended September 30, 2010 from 22% and 7 times, respectively, during the twelve months ended December 31, 2009. FES' cash flow in 2011, however, is expected to be in line with 2010 levels due in part to the impact of bonus depreciation. Internal cash flow, combined with a reduction in capital expenditure requirements and no near-term dividend requirement from FE, should provide FES an opportunity to meaningfully reduce its debt load. While this may be the case, the outlook for power prices and the impact on FES' future financial performance is such that the company's current rating may no longer be warranted. The review for possible downgrade will focus on FES' debt reduction targets, its expected financial performance beyond 2011 and FE's dividend requirement for the business. Furthermore, Moody's plan to assess the likelihood post-2011 for FES and AYE Supply to legally merge and the impact such action may have on the combined operational and financial performance. The rating affirmation for FE takes into consideration the possibility that FES' ratings could be downgraded. In reaching this determination, Moody's concluded that any downward movement in FES' rating would be limited to one notch and that such rating action would not trigger additional rating actions at FE or within the combined FE family. All ratings at these listed subsidiaries are affirmed with a stable outlook: FirstEnergy Corp -- Cleveland Electric Illuminating Company (Baa3 senior unsecured) -- Jersey Central Power & Light Company (Baa2 senior unsecured) -- Metropolitan Edison Company (Baa2 senior unsecured) -- Ohio Edison Company (Baa2 senior unsecured) -- Pennsylvania Electric Company (Baa2 senior unsecured) -- Pennsylvania Power Company (Baa2 senior unsecured) -- Toledo Edison Company (Baa3 senior unsecured) -- American Transmissions Systems, Inc. (Baa1 senior unsecured) Allegheny Energy, Inc. -- Allegheny Energy Supply, LLC. (Baa3 senior unsecured) -- Allegheny Generating Company (Baa3 senior unsecured) -- Monongahela Power Company (Baa3 senior unsecured) -- Potomac Edison Company (Baa3 senior unsecured) -- West Penn Power Company (Baa2 senior unsecured) -- Trans-Allegheny Interstate Line Company (TrAILCo: Baa2 senior unsecured) Upgrades: Issuer: Allegheny Energy, Inc. -- Multiple Seniority Shelf, Upgraded to (P)Baa3, (P)Ba1 from (P)Ba1, (P)Ba2 -- Multiple Seniority Shelf, Upgraded to (P)Baa3, (P)Ba1 from (P)Ba1, (P)Ba2 -- Senior Unsecured Bank Credit Facility, Upgraded to Baa3 from Ba1 On Review for Possible Downgrade: Issuer: Beaver County Ind. Dev. Auth, PA -- Senior Unsecured Revenue Bonds, Placed on Review for Possible Downgrade, currently Baa2 Issuer: Bruce Mansfield Unit 1 -- Senior Secured Pass-Through, Placed on Review for Possible Downgrade, currently Baa2 Issuer: FirstEnergy Solutions Corp. -- Issuer Rating, Placed on Review for Possible Downgrade, currently Baa2 -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Baa2 Issuer: Ohio Air Quality Development Authority -- Senior Secured Revenue Bonds, Placed on Review for Possible Downgrade, currently Baa1 -- Senior Unsecured Revenue Bonds, Placed on Review for Possible Downgrade, currently Baa2 Issuer: Ohio Water Development Authority -- Senior Secured Revenue Bonds, Placed on Review for Possible Downgrade, currently Baa1 -- Senior Unsecured Revenue Bonds, Placed on Review for Possible Downgrade, currently Baa2 Issuer: Pennsylvania Economic Dev. Fin. Auth. -- Senior Unsecured Revenue Bonds, Placed on Review for Possible Downgrade, currently Baa2 Outlook Actions: Issuer: Bruce Mansfield Unit 1 -- Outlook, Changed To Rating Under Review From Stable Issuer: FirstEnergy Solutions Corp. -- Outlook, Changed To Rating Under Review From Stable Headquartered in Akron, Ohio, FE is a utility holding company. ALLY FINANCIAL: Files Form 10-K; Reports $1.075-Bil. Net Income --------------------------------------------------------------- Ally Financial Inc. filed on Feb. 25, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010, reporting net income of net income of $1.075 billion on $7.902 billion of total net revenue for 2010, compared with a net loss of $10.298 billion on $6.495 billion of total net revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $172.008 billion in total assets, $151.519 billion in total liabilities, and total equity of $20.489 billion. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?741c About Ally Financial Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/ -- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. In January 2011, Standard & Poor's Ratings Services raised its rating on the preferred stock of Ally Financial Inc. (Ally; B/Stable/C) to 'CC' from 'C'. The ratings firm noted that Ally improved its liquidity position and alleviated some funding pressure at its holding Company in recent months, making it easier to meet obligations on its preferred stock. Nevertheless, the Company faces significant debt maturities at its holding Company in 2011 and 2012, which is reflected in the 'CC' rating. In February 2011, Moody's Investors Service upgraded the issuer and senior unsecured ratings of Ally Financial Inc. and its supported subsidiaries to B1 from B3. Concurrently, Moody's upgraded the senior secured (second lien) and senior unsecured ratings of mortgage finance subsidiary Residential Capital LLC to Caa3 and Ca, respectively, from C. The rating outlook for both Ally and ResCap is stable. Moody's said the Ally and ResCap upgrades reflect a decline in ResCap's exposure to portfolio under-performance and mortgage repurchase risks and an associated decrease in contingent risks to Ally relating to its support of ResCap. Additional factors supporting Ally's upgrade include its strengthened liquidity and capital positions and prospects for continued profitability in its core auto finance and mortgage businesses based upon positive asset quality performance trends. ALYSSA REALTY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Alyssa Realty, LLC 76-95 Park Street Lynn, MA 01905 Bankruptcy Case No.: 11-11445 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Gail M. Lareau, Esq. LAW OFFICE OF GAIL M. LAREAU 583 Chestnut Street, Suite 7A Lynn, MA 01904 Tel: (781) 595-3535 E-mail: gail@gaillareaulawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. ALPINE SECURITIZATION: DBRS Holds 'B' Rating on $23MM Tranche ------------------------------------------------------------- DBRS has confirmed the rating of R-1 (high) (sf) for the Commercial Paper (CP) issued by Alpine Securitization Corp. (Alpine), an asset-backed commercial paper (ABCP) vehicle administered by Credit Suisse, New York branch. In addition, DBRS has confirmed the ratings and revised the tranche sizes of the aggregate liquidity facilities (the Liquidity) provided to Alpine by Credit Suisse. The $ 7,687,253,588 aggregate liquidity facilities are tranched as: -- $7,346,566,040 rated AAA (sf) -- $73,370,992 rated AA (sf) -- $46,281,110 rated A (sf) -- $64,714,376 rated BBB (sf) -- $57,461,452 rated BB (sf) -- $23,655,063 rated B (sf) -- $75,204,555 unrated (sf) The ratings are based on Oct. 31, 2010 data. The CP rating reflects the AAA credit quality of Alpine's asset portfolio. The updated credit quality aspect of the CP rating is based on both the portfolio of assets and the available program- wide credit enhancement (PWCE). The rationale for the CP rating is based on the updated AAA credit quality assessment as well as DBRS' prior and ongoing review of legal, operational and liquidity risks associated with Alpine's overall risk profile. The ratings assigned to the Liquidity reflect the credit quality of Alpine's asset portfolio based on an analysis that assesses each transaction to a term standard. The tranching of the Liquidity reflects the credit risk of the portfolio at each rating level. The tranche sizes are expected to vary each month based on changes in portfolio composition. For Alpine, both the CP and the Liquidity ratings use DBRS' simulation methodology, which was developed to analyze diverse ABCP conduit portfolios. This analysis uses the DBRS CDO Toolbox simulation model, with adjustments to reflect the unique structure of an ABCP conduit and its underlying assets. DBRS determines attachment points for risk based on an analysis of the portfolio and models the portfolio based on key inputs such as asset ratings, asset tenors and recovery rates. The attachment points determine the portion of the exposure rated AAA, AA, A through B as well as unrated. DBRS models the portfolio on an ongoing basis to reflect changes in Alpine's portfolio composition and credit quality. The rating results are updated and posted on the DBRS website. The principal public methodology is the Asset-Backed Commercial Paper Criteria Report: U.S. & European ABCP Conduits, which can be found on DBRS website under Methodologies. AMERICAN TREE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: American Tree Co., Inc. 663 St. Rt. 149 P.O. Box 786 Lake George, NY 12845 Bankruptcy Case No.: 11-10488 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court Northern District of New York (Albany) Judge: Robert E. Littlefield Jr. Debtor's Counsel: Robert J. Rock, Esq. LAW OFFICE OF ROBERT J. ROCK 60 South Swan St. Albany, NY 12210 Tel: (518) 463-5700 E-mail: attyrjrock@juno.com Scheduled Assets: $2,499,975 Scheduled Debts: $1,323,241 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Daniel Stranahan, president. AMTRUST FINANCIAL: FDIC Sues to Claim $194-Mil. Tax Refund ---------------------------------------------------------- BankruptcyData.com reports that the Federal Deposit Insurance Corporation, as receiver of AmTrust Bank, filed with the U.S. Bankruptcy Court a complaint against AmTrust Financial Corporation and its wholly owned subsidiaries. According to the complaint, the FDIC believes that the Debtors will be entitled to receive a cash refund in the amount of approximately $194,831,445, plus interest, as a result of the carryback of the net operating losses and the utilization of tax credits of the Consolidated Group for the 2008 Tax Year. The FDIC is seeking a declaratory judgment that the AmTrust Bank Group 2008 Tax Refund is property of the FDIC-R and is not property of the Debtors' bankruptcy estates under federal law. About AmTrust Financial AmTrust Financial Corp (PINK: AFNL) was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Lead Case No. 09-21323) on Nov. 30, 2009. G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland, Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey (US) LLP, in Cincinnati, Ohio, assist the Debtors in their restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Attorneys at Hahn Loeser & Parks LLP serve as counsel to the Official Committee of Unsecured Creditors. AmTrust Management estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. AmTrust Bank was not part of the Chapter 11 filings. On Dec. 4, 2009, AmTrust Bank was closed by regulators and the Federal Deposit Insurance Corporation was named receiver. New York Community Bank, in Westbury, New York, assumed all of the deposits of AmTrust Bank pursuant to a deal with the FDIC. ANGIOTECH PHARMACEUTICALS: Ch. 15 Approved, Senior Notes Settle --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Angiotech Pharmaceuticals Inc. won final protection in the U.S. under Chapter 15 of the Bankruptcy Code when the bankruptcy judge in Delaware ruled that the Supreme Court of British Columbia is home to the "foreign main" bankruptcy proceeding. Mr. Rochelle recounts that Angiotech filed the Chapter 15 petition to implement an agreement in principle with holders of 84% of the $250 million in 7.75% senior subordinated notes. Subordinated noteholders were to receive 96% of the new stock while existing stock was to be extinguished. Holders of 36% of the $325 million in senior floating-rate notes objected to approval of the Chapter 15 case. They were opposing a separate exchange offer where the senior notes were to be swapped for new second-lien notes on substantially the same terms. According to Mr. Rochelle, the subordinated noteholders and the minority senior noteholders settled their disputes to be effectuated through a modification of the exchange offer being conducted separately from the reorganization in the Canadian court. The settlement allowed the senior noteholders to withdraw opposition to the Chapter 15 case. 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. AVIS BUDGET: DBRS Confirms 'B' Issuer & Sr. Unsecured Debt Ratings ------------------------------------------------------------------ DBRS Inc. (DBRS) has confirmed the ratings of Avis Budget Group, Inc. (Avis Budget or the Company), including its Issuer Rating of B (high) and Senior Unsecured Debt rating of B. Concurrently, to better reflect the corporate structure of Avis Budget, DBRS has assigned additional ratings, including an Issuer Rating of B (high) and Senior Unsecured Debt rating of B to Avis Budget Car Rental, LLC (Car Rental), the operating company and primary issuer of the Company's corporate debt. The trend on all ratings is Stable. Today's rating action follows the Company's announcement of 4Q10 and full-year 2010 financial results. The rating confirmation reflects the Company's strong business franchise, improving financial performance, its leading market position in the daily vehicle rental business, its financial flexibility derived from significant variable costs in the overall cost structure and the solid fleet management. Moreover, the ratings consider the leveraged position of the Company and reliance on wholesale sources for funding. Further, the improving industry fundamentals, which include increasing rental demand and volumes, solid pricing and improved market-wide access to funding, are factored into the rating confirmation. DRBS sees Avis Budget's strong business franchise as being underpinned by its dual-brand strategy. The franchise combined with solid fleet management has allowed the Company to navigate through seasonal markets and various business cycles. The presence of the Budget brand, which has traditionally focused on the price conscious and leisure traveler and the premium Avis brand catering to the premium and corporate traveler affords the Company multiple touchpoints with customers. Moreover, the brands enjoy complementary demand patterns, which the Company leverages by shifting fleet to meet demand, thereby enhancing fleet efficiency. Given the strengthening economic environment and corresponding improvement in travel volumes, DBRS sees the Company as well-placed to continue the positive momentum into 2011. The ratings consider the positive trajectory in the Company's financial performance. For 2010, Avis recorded net income of $54 million, its first profitable year since 2005. Importantly, corporate adjusted EBITDA increased to $410 million, a 69% improvement over 2009. Revenues increased slightly year-on-year to $5.2 billion, as pricing improved marginally, while ancillary revenues increased. However, these increases were partially offset by a small decline in volumes, as the Company continued its exit of less profitable rental channels. Moreover, the improving results were driven by the 320 basis point increase in EBITDA margins, which benefited from the healthy used vehicle market and cost containment actions implemented by management. Further, the large portion of annual operating costs, which are variable in nature, provides a level of operating and financial flexibility enabling the Company the ability to adjust its fleet size to meet changes in market demands. Reflecting this flexibility and the ongoing focus on removing excess costs, Avis Budget's corporate efficiency has improved with direct operating costs representing 50.5% of revenues, a 90 basis point improvement from 2009. The ratings consider the improving funding profile, which has been underpinned by the Company's generally good access to the capital markets. In 2010, the Company issued $1.05 billion of senior unsecured debt and $1.3 billion of fleet-related debt. Importantly, the completion of the fleet-backed transactions removes a substantial degree of refinancing risk, given this represents essentially all of the 2011 vehicle-related debt maturities. Moreover, the Company has no corporate debt maturities until 2014. Nonetheless, the Company remains reliant on wholesale funding markets for its funding. DBRS view the Company's leveraged balance sheet as a negative factor in the ratings. However, the high proportion of fleet- backed debt in the debt stack provides a level of tolerance, given the flexibility in altering the fleet size and composition as discussed above. Also, DBRS notes $349 million of proceeds from 4Q debt offerings will be utilized to repay corporate debt should the DTAG acquisition not be completed, which would result in leverage (corporate debt-to-corporate adjusted EBITDA) commensurate with industry peers. Further, the ratings consider the highly encumbered nature of the balance sheet, which is factored in the notch differentials between the Issuer and Senior Unsecured Debt ratings. In the autumn of 2010, Avis announced its intention to continue to pursue the acquisition of Dollar Thrifty Automotive Group, Inc. (DTAG) (Issuer Rating of B (high) by DBRS). The companies are cooperating with the regulatory review of such a combination; however, no definitive merger agreement has been signed. Given the absence of an executed agreement and the lack of additional key details regarding any proposed transaction, DBRS sees no rating impact at this time. Should an agreement be reached and regulatory approval granted, DBRS will review the impact of the acquisition on Avis Budget's strong domestic franchise, balance sheet, future earnings generation ability, market position and fleet management. Nevertheless, should any potential acquisition materially increase balance sheet leverage ratings could be negatively impacted. The trend is Stable, reflecting DBRS's view that Avis Budget's underlying performance will progress and the positive trajectory will persist as the Company focuses improving margins through good pricing discipline and cost cutting initiatives. Moreover, the Stable trend considers the expectation that funding costs will continue to improve as Company spreads normalize. Lastly, the trend reflects DBRS's expectations that the positive momentum in the industry fundamentals will carry on into 2011, with the expectation that demand will sustain its positive momentum and the used-vehicle market remains favorable. AWAL BANK: Administrator Sues HSBC, Objects to Dismissal Bid ------------------------------------------------------------ Charles Russell, LL, the foreign representative and external administrator of Awal Bank BSC, on Feb. 24 launched an adversary proceeding against HSBC Bank USA, National Association, (Adv. Pro. No. 11-01535) to recover $13 million arising out of the purported setoff by HSBC in the United States. The External Administrator also objected to the request of HSBC to dismiss Awal Bank's Chapter 11 case. The External Administrator calls HSBC's Motion to Dismiss a "litigation tactic" intended to prevent Awal Bank from recovering the setoff amount for the benefit of its worldwide creditors. The External Administrator argues that HSBC has failed to establish any of the requirements necessary for dismissal of the Chapter 11 case, making only the most perfunctory of arguments that "cause" exists for dismissal. The External Administrator says HSBC relies on broad, speculative allegations that the Debtor is somehow attempting to hide its intentions with respect to the Chapter 11 case. The Troubled Company Reporter on Feb. 4, 2011, reported HSBC's Motion to Dismiss. The hearing on HSBC's Motion to Dismiss is slated for March 1, 2011, at 10:00 a.m. About Awal Bank Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad Group. Awal Bank was principally an investment company that provides wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. Awal Bank was taken into administration by the Central Bank of Bahrain on July 30, 2009, after defaulting on loans. U.S. lawyers for the bank said last year that under Bahrain law, Awal's administrator had two years to decide if the bank should liquidate or be returned to management and shareholders. Stewart Hey, Esq., at Charles Russell LLP, as external administrator of Awal Bank BSC, made a voluntary petition under Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the administration proceedings. In 2010, the bank began experiencing a liquidity squeeze brought, in part, by the global economic crisis. The bank ceased to operate as a going concern since it was place into administration. Awal Bank filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-15518) in Manhattan on Oct. 21, 2010. The Debtor estimated $50 million to $100 million and debts in excess of $1 billion as of the petition date. The External Administrator is represented by: David J. Molton, Esq. BROWN RUDNICK LLP 7 Times Square New York, NY 10036 Telephone: 212-209-4800 Facsimile: 212-209-4801 E-mail: dmolton@brownrudnick.com - and - Sunni P. Beville, Esq. Robert L. Harris, Esq. Rebeccca L. Fordon, Esq. Nicolas M. Dunn, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: 617-856-8200 Facsimile: 617-856-8201 E-mail: sbeville@brownrudnick.com rharris@brownrudnick.com rfordon@brownrudnick.com ndunn@brownrudnick.com AWAL BANK: Exclusive Plan Periods Extended Sine Die --------------------------------------------------- Judge Allan L. Gropper issued a bridge order extending indefinitely the exclusive periods during which only Awal Bank BSC may file and solicit acceptances of a Chapter 11 plan. Charles Russell, LL, the foreign representative and external administrator of Awal Bank BSC, is asking the Court for an Aug. 17, 2011 extension of the exclusive plan filing deadline and an Oct. 16, 2011 extension of the solicitation deadline. "The Exclusivity Periods are hereby extended until such time as the Court has entered an order determining the relief requested in the Motion," Judge Gropper said. "The relief granted herein is without prejudice to the rights of the Debtor or the External Administrator to seek further extensions of the Exclusive Periods, or the rights of other parties in interest to seek termination of the Exclusive Periods or otherwise oppose any request for further extension, in each case pursuant to Section 1121(d) of the Bankruptcy Code," Judge Gropper added. About Awal Bank Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad Group. Awal Bank was principally an investment company that provides wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. Awal Bank was taken into administration by the Central Bank of Bahrain on July 30, 2009, after defaulting on loans. U.S. lawyers for the bank said last year that under Bahrain law, Awal's administrator had two years to decide if the bank should liquidate or be returned to management and shareholders. Stewart Hey, Esq., at Charles Russell LLP, as external administrator of Awal Bank BSC, made a voluntary petition under Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the administration proceedings. In 2010, the bank began experiencing a liquidity squeeze brought, in part, by the global economic crisis. The bank ceased to operate as a going concern since it was place into administration. Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-15518) in Manhattan on Oct. 21, 2010. The Debtor estimated $50 million to $100 million and debts in excess of $1 billion as of the petition date. The External Administrator is represented by: David J. Molton, Esq. BROWN RUDNICK LLP 7 Times Square New York, NY 10036 Telephone: 212-209-4800 Facsimile: 212-209-4801 E-mail: dmolton@brownrudnick.com - and - Sunni P. Beville, Esq. Robert L. Harris, Esq. Rebeccca L. Fordon, Esq. Nicolas M. Dunn, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: 617-856-8200 Facsimile: 617-856-8201 E-mail: sbeville@brownrudnick.com rharris@brownrudnick.com rfordon@brownrudnick.com ndunn@brownrudnick.com BANKATLANTIC BANCORP: Hit With Cease and Desist Order from OTS -------------------------------------------------------------- BankAtlantic Bancorp and its principal operating subsidiary, BankAtlantic, have entered into agreements with the Office of Thrift Supervision, their primary regulator, to continue taking actions to strengthen their financial condition and operations. Each agreement, known as a Stipulation and Consent to the issuance of an Order to Cease and Desist is a formal action by the OTS requiring corrective measures in a number of areas. No fines or penalties were imposed in connection with the Orders. "In light of the economic climate, more than 70 banks in Florida and hundreds nationally have been asked by regulators to sign supervisory and enforcement agreements," said Alan B. Levan, BankAtlantic Bancorp's Chairman and Chief Executive Officer. "We have been working closely with our regulators since the start of this economic recession to increase capital, reduce higher risk and non performing loans, return to profitability and continue safe and sound banking practices. These agreements formalize steps that we believe are already underway and many have already been fully implemented. "BankAtlantic is required, among other things, to increase capital, reduce its classified assets, update its business plans, and limit brokered deposits and asset growth. Further, BankAtlantic will generally be restricted from making new commercial real estate loans. "As we discussed in our earnings release on Feb. 11, 2011, our annual pre-tax core operating earnings ("Core Earnings") (1) have remained steady at $45 million to $50 million since 2007. However, losses related to impairments and write downs on our real estate lending activities have resulted in net losses for the last four years. 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. The Company 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. * * * 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. BANKATLANTIC BANCORP: Fitch Keeps 'CC'/'C' Issuer Default Ratings ----------------------------------------------------------------- Fitch Ratings has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Further, the holding company must also submit a capital plan to maintain and enhance its capital position. BankAtlantic FSB's regulatory capital requirements were increased to Tier1 (Core) equal to or greater than 8% and Total Risk Based Capital equal to or greater than 14% and must comply by June 30, 2011. As of Dec. 31, 2010, BankAtlantic FSB reported Tier 1 Core of 6.22% and Total RBC of 11.72% and thus was not in compliance with the new capital requirements. The company has stated that it anticipates an improvement to regulatory capital ratios of 130 basis points from the net gain resulting from the sale of its Tampa branches, which is expected to close in June 2011. Although this would improve the bank's capital position, the company would still not comply with the capital requirements in the regulatory order based on capital ratios. In September 2010, Fitch's rating action incorporated the view that BBX would be required to raise additional capital given continued credit deterioration, the weak core operating performance of the bank and the impact to its capital position. Fitch noted that the company was operating with significantly low levels of tangible equity and that regulatory capital levels would likely be affected. Further, Fitch stated that ratings could be downgraded further if BBX is unable to raise additional capital to address potential needs. Future rating actions could lead to the downgrade of the Individual Rating to 'F', which denotes a bank that has either defaulted or, in Fitch's opinion, would have defaulted if it had not received external support, and is inline with Fitch's criteria and definitions of a 'failure'. Fitch has affirmed these ratings: BankAtlantic Bancorp -- Long-term IDR at 'CC'; -- Short-term IDR at 'C'; -- Individual Rating at 'E'; -- Support Rating at '5'; -- Support Floor at 'NF'. BankAtlantic FSB -- Long-term IDR at 'CC'; -- Long-term deposits at 'CCC/RR3'; -- Short-term IDR at 'C'; -- Short-term deposits at 'C'; -- Individual at 'E'; -- Support Rating at '5'; -- Support Floor at 'NF'. BERNARD L MADOFF: Seeking Therapy at Prison Facility ---------------------------------------------------- Steve Fishman, writing for New York Magazine, relates Bernard L. Madoff is undergoing therapy at a psychiatric unit at the Federal Correctional Institution in Butner, North Carolina. According to Mr. Fishman, in some ways, Mr. Madoff has not tried to evade blame. "He has made a full confession, telling me again and again that nothing justifies what he did. And yet, for Madoff, that doesn't settle the matter. He feels misunderstood. He can't bear the thought that people think he's evil," Mr. Fishman wrote. According to Mr. Fishman, Mr. Madoff also sought reassurance from his therapist that he is not a sociopath. The therapist said, "You're absolutely not a sociopath. You have morals. You have remorse." A copy of the New York Magazine article is available at http://is.gd/WXQUmW 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. BRECKENRIDGE EDISON: Noteholder Files New Foreclosure Notice ------------------------------------------------------------ St. Louis Today reports that BACM 2006-5 14th Street Lodging, a noteholder of Breckenridge Edison Development LC, filed a new foreclosure notice for the Sheraton St. Louis City Center. The foreclosure auction was originally set for Sept. 15, 2010, but it was canceled when Breckenridge Edison filed for Chapter 11 bankruptcy protection, the report relates. According to the report, the 288-room Sheraton is part of a mixed- use development in a former shoe warehouse notable for its trompe l'oeil murals on three sides. The potential foreclosure doesn't directly affect the condominiums on the four upper floors of the 13-story building at 400 South 14th Street. About Breckenridge Edison Breckenridge Edison Development LC owns the 288-room Sheraton St. Louis City Center, in St. Louis, Missouri. stltoday.com reports that Breckenridge filed the petition shortly before a foreclosure auction that was set by its creditors. Citing real estate data firm Trepp, stltoday said the Company was at least 90 days behind on $26 million worth of mortgage-backed securities. The Company filed for Chapter 11 bankruptcy protection on Sept. 15, 2010 (Bankr. E.D. Miss. Case No. 10-50558). Judge Barry S. Schermer presides over the case. Michael A. Becker, Esq., at Waltrip & Schmidt represents the Debtor. The Debtor estimated assets of less than $50,000, and debts of between $10 million and $50 million. BRIARWOOD CAPITAL: Lennar Can Pursue Florida Suit vs. Minkow, FDI ----------------------------------------------------------------- Judge Peter W. Bowie lifted the automatic stay in the bankruptcy case of Briarwood Capital LLC to allow Lennar Corporation and Lennar Homes of California, Inc., to prosecute a lawsuit pending in Florida court against Barry Minkow and the Fraud Discovery Institute, Inc. Lennar, however, is barred form pursuing against Briarwood or its principal, Nicolas Marsch III. Lennar is represented in the case by: Ben H. Logan, Esq. Daniel M. Petrocelli, Esq. O'MELVENY & MYERS LLP 400 South Hope Street Los Angeles, CA 90071 Telephone: 213-430-6000 Facsimile: 213-430-6407 E-mail: blogan@omm.com dpetrocelli@omm.com Counsel for Barry Minkow and Fraud Discovery Institute, Inc., are: Michelle B. Baker, Esq. Jeffrey J. Mann, Esq. B|R LAW GROUP, LLP 4370 La Jolla Village Drive, Suite 670 San Diego, CA 92122 About Nicolas Marsch, Briarwood and Colony Based in Rancho Santa Fe, California, Briarwood Capital, LLC's primary business prepetition was land acquisition and organizing financing for real estate development. Briarwood filed for Chapter 11 bankruptcy protection on Feb. 23, 2010 (Bankr. S.D. Calif. Case No. 10-02677). In its schedules, the Debtor disclosed $292,798,759 in assets and $18,563,641 in liabilities as of the Petition Date. Colony Properties International, LLC -- Colony I -- (Bankr. S.D. Calif. Case No. 10-02937) and Colony Properties International II, LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also filed for Chapter 11. Rancho Santa Fe, California-based Nicolas Marsch, III, filed for Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D. Calif. Case No. 10-02939). Mr. Marsch estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Mr. Marsch has a 100% membership interest in Briarwood, which he valued at over $274 million. He also has a 100% membership interest in Colony Properties. Mr. Marsch also asserts more than $2 million in claims against Briarwood and is a guarantor of debt owed by Briarwood and by to KBR Opportunity Fund II. He is also the guarantor of Colony's debt to KBR. Colony asserts more than $668,000 in claims against Mr. Marsch. Colony also asserts more than $50,000 in claims against Briarwood. The cases are separately administered. Each of the Debtors proposed to employ Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky & Popeo, as bankruptcy counsel. In July 2010, the Court held that Mintz Levin was ineligible to represent the estates of Mr. Marsch, Briarwood and Colony Properties, or any two of them. Chapter 11 trustees have been appointed in each of the cases. BRIARWOOD CAPITAL: Trustee Seeks $500T to Fund Lennar Suit, Estate ------------------------------------------------------------------ Leslie T. Gladstone, the Chapter 11 Trustee for Briarwood Capital LLC, is seeking permission from the Bankruptcy Court to obtain an unsecured, nonrecourse loan of $500,000 with American Lawyers Funding. The amount will allow the Trustee to: (1) fund the administration of the Briarwood bankruptcy estate; and (2) pursue the Debtor's most valuable asset -- litigation rights against Lennar Corporation, Lennar Homes of California, Inc. and other Lennar-related entities. The proposed loan is nonrecourse and unsecured and will be treated consistently with other administrative expenses under 11 U.S.C. Sections 503 and 507. Pursuant to the Loan Agreement, any amounts borrowed will accrue interest at the rate of 25% per annum, which the Trustee believes fairly compensates ALF for the risk of nonpayment. While ALF is an unsecured creditor of the Debtor (with a claim in the approximate amount of $525,000), it currently has no other financial interests in the Debtor. On Nov. 8, 2010, Lennar filed a Joint Chapter 11 Plan and related disclosure statement. The Plan is a Joint Chapter 11 Plan for the Chapter 11 cases for Briarwood, Mr. Marsch, Colony Properties International, LLC -- Colony I -- and Colony Properties International II, LLC -- Colony II. The Chapter 11 Trustee believes that the Plan is an attempt by Lennar to gain control of the bankruptcy estate so that it can get its plan approved and eliminate the threat of the pending legal claims the Debtor has brought against Lennar. As a result, and because the primary assets of the Debtor are litigation rights, the Trustee filed a Motion to Convert Briarwood's case to chapter 7 pursuant to 11 U.S.C. Sec. 1112(b). That motion was set for hearing on Feb. 28, 2011, and the Chapter 11 Trustee believes that the case will be properly converted to chapter 7. Regardless of whether the case is in chapter 7 or chapter 11, however, the Trustee needs the proposed ALF financing to administer the estate and pursue litigation rights against Lennar. The Debtor's primary business prepetition was land acquisition and organizing financing for real estate development. The primary developments of the Debtor related to the projects "The Bridges at Rancho Santa Fe" and "The Lakes in Rancho Santa Fe." Significant litigation between the Debtor, its principal, Nicolas Marsch III, and Lennar arose prepetition concerning both projects. These litigation matters are currently pending in the Superior Court for the County of San Diego, Case No. GIC875457 -- Lakes Litigation -- and Case No. GIC877446 -- Bridges Litigation. On Dec. 1, 2010, the California Court of Appeal, Fourth Appellate District, Division One, reversed the trial court's grant of judgment on the pleadings in favor of Lennar in the Lakes Litigation. While Lennar recently won judgment on certain issues in the Bridges litigation, the Debtor is optimistic about the chance of success on an appeal of the Bridges Litigation. Lennar Corporation and Lennar Homes of California, Inc., have objected to the request. KBR Group, Inc., has also filed a response to the request. Pursuant to a Stipulation, hearing on the Chapter 11 Trustee's request is continued to March 16, 2011, at 10:00 a.m. Ms. Gladstone is represented by: Jesse S. Finlayson, Esq. Jared M. Toffer, Esq. FINLAYSON WILLIAMS TOFFER ROOSEVELT & LILLY LLP 15615 Alton Parkway, Suite 250 Irvine, CA 92618 Telephone: (949) 759-3810 Facsimile: (949) 759-3812 E-mail: jfinlayson@fwtrl.com jtoffer@fwtrl.com About Nicolas Marsch, Briarwood and Colony Based in Rancho Santa Fe, California, Briarwood Capital, LLC's primary business prepetition was land acquisition and organizing financing for real estate development. Briarwood filed for Chapter 11 bankruptcy protection on Feb. 23, 2010 (Bankr. S.D. Calif. Case No. 10-02677). In its schedules, the Debtor disclosed $292,798,759 in assets and $18,563,641 in liabilities as of the Petition Date. Colony Properties International, LLC -- Colony I -- (Bankr. S.D. Calif. Case No. 10-02937) and Colony Properties International II, LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also filed for Chapter 11. Rancho Santa Fe, California-based Nicolas Marsch, III, filed for Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D. Calif. Case No. 10-02939). Mr. Marsch estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Mr. Marsch has a 100% membership interest in Briarwood, which he valued at over $274 million. He also has a 100% membership interest in Colony Properties. Mr. Marsch also asserts more than $2 million in claims against Briarwood and is a guarantor of debt owed by Briarwood and by to KBR Opportunity Fund II. He is also the guarantor of Colony's debt to KBR. Colony asserts more than $668,000 in claims against Mr. Marsch. Colony also asserts more than $50,000 in claims against Briarwood. The cases are separately administered. Each of the Debtors proposed to employ Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky & Popeo, as bankruptcy counsel. In July 2010, the Court held that Mintz Levin was ineligible to represent the estates of Mr. Marsch, Briarwood and Colony Properties, or any two of them. Chapter 11 trustees have been appointed in each of the cases. BRIARWOOD CAPITAL: Trustee Settles Objection to Colony Plan ----------------------------------------------------------- Judge Peter W. Bowie granted the motion of Leslie T. Gladstone, the Chapter 11 Trustee for Briarwood Capital LLC, for an order approving a compromise of controversy and settlement agreement between First Place Equities, through its managing member Briarwood Capital, LLC; the Briarwood Trustee; Richard Kipperman, Chapter 11 Trustee for Colony Properties International, LLC -- Colony I -- and Colony Properties International II, LLC -- Colony II; and KBR Opportunity Fund I, with respect to two real property leases to First Place Equities. First Place Equities was created by Nicolas Marsch of which Briarwood is the sole and managing member. The deal is a straightforward settlement of potential claims between KBR, First Place Equities, through its managing member Briarwood, and Trustees Gladstone and Kipperman. Specifically, the parties have a dispute with respect to the treatment of certain leases relating to two casitas owned by Colony I and Colony II in San Jose Del Cabo, Mexico, and the resolution of any claims by First Place Equities relating to the rejection of those leases under the Joint Plan of Reorganization dated December 3, 2010, filed by KBR and Trustee Kipperman. In particular, Trustee Gladstone has filed a limited objection to the Joint Plan on the grounds that it seeks to improperly setoff potential lease rejection claims by First Place Equities against debts allegedly owed to Colony I and Colony II by Briarwood. KBR and Trustee Kipperman contend that the First Place Equities leases are fraudulent conveyances and void ab initio because Colony I and Colony II had previously transferred all possessory interests in the casitas to KBR. In light of the uncertainty surrounding potential litigation relating to the leases, and the Parties' desire to resolve Trustee Gladstone's objection to the Joint Plan, the Parties reached an accord. Pursuant to the proposed settlement, KBR has agreed to pay the Briarwood bankruptcy estate $15,000 in exchange for reconveyance of the leases and various releases among the Parties. Trustee Gladstone believes that the settlement is in the best interests of the estate and creditors. About Nicolas Marsch, Briarwood and Colony Based in Rancho Santa Fe, California, Briarwood Capital, LLC's primary business prepetition was land acquisition and organizing financing for real estate development. Briarwood filed for Chapter 11 bankruptcy protection on Feb. 23, 2010 (Bankr. S.D. Calif. Case No. 10-02677). In its schedules, the Debtor disclosed $292,798,759 in assets and $18,563,641 in liabilities as of the Petition Date. Colony Properties International, LLC -- Colony I -- (Bankr. S.D. Calif. Case No. 10-02937) and Colony Properties International II, LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also filed for Chapter 11. Rancho Santa Fe, California-based Nicolas Marsch, III, filed for Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D. Calif. Case No. 10-02939). Mr. Marsch estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Mr. Marsch has a 100% membership interest in Briarwood, which he valued at over $274 million. He also has a 100% membership interest in Colony Properties. Mr. Marsch also asserts more than $2 million in claims against Briarwood and is a guarantor of debt owed by Briarwood and by to KBR Opportunity Fund II. He is also the guarantor of Colony's debt to KBR. Colony asserts more than $668,000 in claims against Mr. Marsch. Colony also asserts more than $50,000 in claims against Briarwood. The cases are separately administered. Each of the Debtors proposed to employ Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky & Popeo, as bankruptcy counsel. In July 2010, the Court held that Mintz Levin was ineligible to represent the estates of Mr. Marsch, Briarwood and Colony Properties, or any two of them. Chapter 11 trustees have been appointed in each of the cases. BROCK HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned first-time public rating of B2 Corporate Family Rating and B2 Probability of Default Rating to Brock Holdings III, Inc. In related action Moody's assigned a B1 rating to the proposed 1st Lien Senior Secured Bank Credit Facility and a Caa1 rating to the proposed 2nd Lien Senior Secured Bank Credit Facility. The rating outlook is stable. These ratings/assessments were affected by this action: * Corporate Family Rating assigned B2; * Probability of Default assigned B2; * $105 million Senior Secured Revolving Credit Facility due 2016 rated B1 (LGD3, 39%); * $490 million 1st Lien Senior Secured Term Loan due 2017 rated B1 (LGD3, 39%); and, * $210 million 2nd Lien Senior Secured Term Loan due 2018 rated Caa1 (LGD5, 89%). Ratings Rationale Brock's B2 Corporate Family Rating is constrained by the high leverage and resulting modest interest coverage ratios that result from a large debt-financed dividend to Lindsay Goldberg and other Brock equity owners and the merged debt refinancing totaling about $455 million. Once the transaction closes Moody's determines leverage will be near 5.0 times and annualized interest coverage will be below 1.5 times (ratios adjusted per Moody's methodology). Moody's calculates that the size of the dividend represents a substantial amount of the expanded Brock's future free cash flow. However, Brock's long established significant market presence combined with its good liquidity profile gives it some flexibility to contend with the volatility in the petrochemical and oil refinery end markets, primary drivers of Brock's revenues. The rating is supported by Moody's view that folding Atlantic and Steeplejack into Brock should result in a company with improved economies of scale and operating efficiencies to compete more effectively in a highly fragmented market. Atlantic and Steeplejack are presently separate entities also controlled by Lindsay Goldberg with similar business models. Additionally, Atlantic will expand Brock's U.S. footprint while Steeplejack will give Brock a presence in Western Canada and its oil sands. Moody's believes that integration risk is minimal, since all three companies have the same senior management team. The petrochemical and oil refinery end markets are improving albeit from historically low levels. Business expansion from new and existing clients is expected through the balance of 2011 and into 2012, enabling the company to generate sufficient earnings to cover higher interest costs associated with the higher debt levels. Moody's expects the company to generate at least high single-digit percentages of free cash flow-to-debt metrics on an annual basis, with free cash flow expected to be used for debt reduction. The stable outlook reflects Moody's expectation that the company will generate relatively consistent operating profits, and will maintain debt leverage and interest coverage ratios appropriate for its rating category, including a good liquidity profile supported by its revolving credit facility and the absence of near-term maturities. Moody's does not anticipate rating pressures over the intermediate term until Brock demonstrates that it can generate expanded earnings and free cash flow, resulting in improved credit metrics. Over the longer term, EBIT-to-interest expense trending towards 3.0 times and debt-to-EBITDA sustained below 4.0 times (ratios adjusted per Moody's methodology), while maintaining a good liquidity profile, could result in a positive rating action. Factors which might stress the ratings include erosion in the company's financial performance, debt financed acquisitions or dividends, or a deteriorating liquidity profile. EBIT-to-interest expense trending towards 1.0 times or debt-to-EBITDA increasing towards 6.0 times (all ratios adjusted per Moody's methodology) could result in negative rating pressures. The B1 rating assigned to the proposed $595 million first-lien senior secured bank credit facility, one notch above the corporate family rating, reflects the priority of payment in a recovery scenario. This credit facility will have a first priority security interest in substantially all of the company's assets and benefits from $210 million in junior capital. The Caa1 rating assigned to the proposed $210 million senior secured bank credit facility, two notches below the corporate family rating, has a second priority interest in substantially all of the company's assets and is the most junior committed debt in Brock's capital structure. Brock Holdings III, Inc., headquartered in Houston, TX, through its operating subsidiaries, is a multi-craft specialty services company providing scaffolding, insulation, coatings and other services supporting the refining, chemical and power industries. Lindsay Goldberg, through affiliated funds, is the primary owner of Brock. Revenues for the combined entities are estimated at about $1.3 billion on an annualized basis. BROCK HOLDINGS: S&P Assigns Corporate Credit Rating at 'B+' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it has assigned its 'B+' corporate credit rating to both Brock Holdings II Inc. and its wholly owned subsidiary Brock Holdings III Inc. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating to Brock's proposed new $105 million revolving credit facility and $490 million first-lien term loan with a recovery rating of '3', and a 'B-' issue-level rating to its proposed $210 million second-lien term loan with a recovery rating of '6'. "The ratings on Houston-based Brock reflect S&P's expectations that its track record of consistent free operating cash flow (FOCF) generation as well as modestly improving demand should allow the company to gradually improve its financial metrics following the proposed dividend recapitalization," said Standard & Poor's credit analyst Gregoire Buet. "S&P views the company's business risk profile as weak, reflecting its participation in a highly competitive industry despite its leading position, and its financial profile as aggressive." Brock is owned by BHII, a subsidiary of TBG, which is controlled by private equity firm Lindsay Goldberg. After the completion of the proposed transaction, the entities owned by Brock will account for substantially all of TBG's assets and liabilities. The company provides multi-craft specialty maintenance services (principally scaffolding, insulation, and coatings) to industrial companies with a focus on the refining, chemical, and power industries in the U.S. and on the Canadian oil sands markets. While these end markets are cyclical, maintenance services tend to be more resilient to recessionary cycles. Contract terms ranging between three and five years (although customers can cancel these on relatively short notice) provide some earning stability. After being delayed during the economic downturn, maintenance and plant turnaround activity has picked up across the company's end markets. The outlook is stable. The rating assumes that, despite S&P's expectations for only modest revenue growth this year, the company will be successful in improving the profitability of its key large contracts in 2011 and that annual FOCF will be around $50 million. "S&P believes this will result in some improvement in credit measures during 2011, towards levels consistent with its expectations for the rating," Mr. Buet continued. "If operating shortfalls dampen profit margins or cash flow generation, and if credit protection measures, contrary to what S&P currently expect, do not improve from current levels (for instance, if adjusted leverage remains persistently above 5.5x adjusted debt to EBITDA), S&P could lower the ratings. On the upside, if the company is able to maintain consistent and sustained debt reduction from solid operating performance combined with a commitment to more- conservative financial policies, S&P could raise the rating." CAESARS ENTERTAINMENT: Incurs $823.30 Million Net Loss in 2010 -------------------------------------------------------------- Caesars Entertainment Corporation reported a net loss of $194 million on $2.12 billion of net revenue for the quarter ended Dec. 31, 2010, compared with net income of $298.30 million on $2.09 billion of net revenue for the same period during the prior year. The Company also reported a net loss of $823.30 million on $8.82 billion of net revenue for the year ended Dec. 31, 2010, compared with net income of $846.40 million on $8.91 billion of net revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $28.58 billion in total assets, $26.91 billion in total liabilities and $1.67 billion in stockholders' equity. "Our overall revenues rose slightly for the second straight quarter and our EBITDA margins improved, thanks largely to our continued focus on rigorous cost discipline," said Gary Loveman, Caesars Entertainment chairman, president and chief executive officer. "We also achieved the highest overall customer- satisfaction scores in our company's 73-year history. "During the quarter, we initiated a new program to streamline our operations further, and I'm confident we will end this year with an even leaner, more efficient and responsive organization," Loveman said. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?740f About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. Harrah's carries 'Caa3' long term corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B-' issuer credit rating, with 'stable' outlook, from Standard & Poor's. Caesars Entertainment Inc. carries a 'Ca' long term rating from Moody's. CAMP COOLEY: Beckham Seeks $290T in Fees for March-Nov. Work ------------------------------------------------------------ The Bankruptcy Court will re-convene on March 10, 2011, at 2 p.m. to consider a Second Application for Compensation filed by Beckham & Mandel for payment of $290,867 in fees and $8,073.50 in expenses for the time period from March 1, 2010 to Nov. 30, 2010. The hearing was originally slated for Feb. 10. The United States Trustee has objected to the fee request. Franklin, Texas-based Camp Cooley Ltd. operates an agricultural and farming business. Camp Cooley is the entity resulting from the merger of these entities effective Nov. 7, 2009: North CC Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate Genetics, LLC; and Camp Cooley Genetics, LLC. Camp Cooley filed for Chapter 11 bankruptcy protection on Nov. 8, 2009 (Bankr. W.D. Tex. Case No. 09-61311). The Company estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities as of the Chapter 11 filing. R. Glen Ayers Jr., Esq., at Langley and Banack, Inc., originally represented the Company in its restructuring effort. The firm, however, was terminated in October 2010. The Debtor is being represented by Blake L. Beckham, Esq., at Beckham & Mandel, and Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert K. Sugg, Esq., at Oppenheimer Blend Harrison & Tate Inc. CAMP COOLEY: Can Use Amegy, Lone Star Collateral Until May 31 ------------------------------------------------------------- Camp Cooley Ltd. obtained a Third Final Order from the Bankruptcy Court extending its ability to use cash collateral that secures its obligations to Amegy Bank National Association and Lone Star, PCA, through May 31, 2011, according to a budget. The Debtor is, however, barred by the Order from selling or using any cattle, livestock, exotic animals, semen, embryos, proceeds from bull leases, or genetics equipment; or selling any farm and ranch equipment which is property of the Debtor's estate and which is subject to the liens of Amegy and Lone Star without their express written permission. Proceeds that the Debtor receives from any sale of the collateral will be remitted directly to the Lenders. The Debtor is required to continue making adequate protection payments to Amegy and Lone Star. Adequate protection payments to Amegy include: -- 100% of any and all gas royalty income of the Debtor during the preceding month; or -- $80,610.85, representing an adequate protection payment equal to 5% interest on the outstanding principal balance in the amount of $19,346,601.50 owing to Amegy under the parties' Loan Documents; The Debtor may use or sell the hay which is property of the estate. As adequate protection for the use or sale of the hay, the Debtor will make adequate protection payments to Lone Star equal to 25% of the gross sale price received by the Debtor. The Debtor will also pay Lone Star $120,000 by March 31, 2011 from proceeds from the sale of hay. A copy of the Third Final Order and budget is available at: http://bankrupt.com/misc/CampCooley3rdcashcollorder.pdf Disclosure Statement Hearing on April 20 The Bankruptcy Court will reconvene on April 20, 2011, at 2 p.m. for a status hearing on the disclosure statements explaining the competing liquidation plans filed by the Debtor and creditors Amegy Bank National Association and Lone Star PCA. On April 22, 2010, the Debtor filed its First Amended Plan of Reorganization proposing that the Debtor continue operations and amortize its secured debt. On Sept. 21, 2010, the Court denied confirmation of the First Amended Plan of Reorganization on the basis of its lack of feasibility under 11 U.S.C. Section 1129(a)(11), among other reasons, and indicated a liquidation plan would be more appropriate. On Oct. 7, 2010, the Court entered an Order denying Amegy Bank's Motion for Relief from Stay, but granting Amegy monthly adequate protection payments. The Court further ordered that the Section 362 automatic stay would terminate automatically if the Debtor failed to meet certain deadlines associated with the filing of a liquidating plan of reorganization. Amegy holds a first lien on both the Debtor's approximate 10,770 acre ranch and the significant mineral interests associated with the Ranch. On Oct. 21, 2010, the Debtor filed its Second Amended Liquidating Plan of Reorganization and its Disclosure Statement for the Second Amended Plan. On Dec. 10, 2010, Amegy and Lone Star PCA filed their Chapter 11 Plan for the Debtor. A copy of Amegy's disclosure statement is available at: http://bankrupt.com/misc/CampCooley_AmegyDS.pdf Attorneys for Amegy Bank are: Robert D. Albergotti, Esq. Mark X. Mullin, Esq. HAYNES AND BOONE, L.L.P. 2323 Victory Avenue, Suite 700 Dallas, TX 75219 Telephone: (214) 651-5000 Telecopier: (214) 651-5940 - and - Eric Terry, Esq. HAYNES AND BOONE, LLP 112 E. Pecan St., Suite 1200 San Antonio, Texas 78205 Telephone: (210) 978-7000 Telecopier: (210) 978-7450 About Camp Cooley Franklin, Texas-based Camp Cooley Ltd. operates an agricultural and farming business. Camp Cooley is the entity resulting from the merger of these entities effective Nov. 7, 2009: North CC Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate Genetics, LLC; and Camp Cooley Genetics, LLC. Camp Cooley filed for Chapter 11 bankruptcy protection on Nov. 8, 2009 (Bankr. W.D. Tex. Case No. 09-61311). The Company estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. R. Glen Ayers Jr., Esq., at Langley and Banack, Inc., originally represented the Company in its restructuring effort. The firm, however, was terminated in October 2010. The Debtor is being represented by: Blake L. Beckham, Esq. BECKHAM & MANDEL 3400 Carlisle Street, Ste. 550 Dallas, TX 75204-0354 Telephone: 214-965-9300 Facsimile: 214-965-9301 E-mail: blake@beckham-mandel.com - and - Debra L. Innocenti, Esq. Raymond W. Battaglia, Esq. Robert K. Sugg, Esq. OPPENHEIMER BLEND HARRISON & TATE INC. 711 Navarro, Sixth Floor San Antonio, TX 78205 Telephone: (210) 224-2000 Facsimile: (210) 224-7540 E-mail: dinnocenti@obht.com rbattaglia@obht.com CAMP COOLEY: Hires Broker, Advisors for Sale of Ranch ----------------------------------------------------- The U.S. Bankruptcy Court authorized Camp Cooley Ltd., to employ Texas Farms and Ranches with Bernard Uechtritz, an agent with that firm, as real estate broker. The Debtor is seeking to sell its 10,770-acre ranch and the significant mineral interests associated with the Ranch in furtherance of its second amended plan of liquidation. The Broker is being retained by the Debtor to develop and implement marketing strategies for the sale of the Ranch. Amegy Bank holds a first lien on both the ranch and the mineral interests. The Debtor also obtained Court authority to hire Energy Spectrum Advisors, Inc., to assist with the sale of the Debtor's mineral interests. The Debtor also said in court papers it is in discussions with Williams & Williams regarding its retention to add it to the team retained to sell the Ranch. If the Broker is successful procuring an ultimate buyer or otherwise completing a sale or sales of the Ranch, the Broker will receive: (a) a commission of 2.0% of the gross sales price if a transaction is consummated with party who previously expressed an interest in the Ranch prior to the Broker's retention; (b) a commission of 4.0% of the gross sales price if a transaction is consummated with party procured through the Broker's marketing efforts; (c) a commission of 5.0% of the gross sales price if a transaction is consummated with party procured through the Broker's marketing efforts and involves a buyer's broker or agent, which 5% commission shall be allocated between the Broker and the a third party buyer's broker or agent as applicable; and (d) if the Debtor enters into an auction process for the sale of the Ranch, the Broker shall be entitled to receive a referral commission of 2.0% of the gross auction sales price which will be paid from any commissions paid to the auction company. About Camp Cooley Franklin, Texas-based Camp Cooley Ltd. operates an agricultural and farming business. Camp Cooley is the entity resulting from the merger of these entities effective Nov. 7, 2009: North CC Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate Genetics, LLC; and Camp Cooley Genetics, LLC. Camp Cooley filed for Chapter 11 bankruptcy protection on Nov. 8, 2009 (Bankr. W.D. Tex. Case No. 09-61311). The Company estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. R. Glen Ayers Jr., Esq., at Langley and Banack, Inc., originally represented the Company in its restructuring effort. The firm, however, was terminated in October 2010. The Debtor is being represented by Blake L. Beckham, Esq., at Beckham & Mandel, and Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert K. Sugg, Esq., at Oppenheimer Blend Harrison & Tate Inc. CARGO TRANSPORTATION: Files Schedules of Assets & Liabilities ------------------------------------------------------------- Cargo Transportation Services, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $11,728,760 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,782,767 E. Creditors Holding Unsecured Priority Claims $1,758 F. Creditors Holding Unsecured Non-priority Claims $5,084,850 ----------- ----------- TOTAL $11,728,760 $11,869,375 Sunrise, Florida-based Cargo Transportation Services, Inc., provides transportation services to clients nationwide, including customized consolidation, distribution, logistics and warehousing services. It has 140 employees and averages $100,000,000 in gross revenue per year. Cargo Transportation filed for Chapter 11 bankruptcy protection on January 12, 2011 (Bankr. M.D. Fla. Case No. 11-00432). Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, serves as the Debtor's bankruptcy counsel. CARROLS CORPORATION: Moody's Affirms 'B2' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Carrols Corporation's B2 Corporate Family Rating and Probability of Default Rating, and changed the ratings outlook to developing from stable. Given that the existing revolving credit facility expires on March 9, 2012, the Speculative Grade Liquidity rating was lowered to SGL-4 from SGL-3. The outlook change was prompted by the company's announcement that it intends to pursue the splitting of its business into two separate, publicly traded companies through a tax-free spin-off of its Hispanic Brands to the company's stockholders, and that it intends to refinance its existing debt and recapitalize the two companies (together, the Transaction). The developing outlook reflects the uncertainty with regards to Carrols' final credit profile following completion of the Transaction, which is intended to close by the end of 2011. The ultimate direction of the ratings is dependent upon the remaining company's final capital structure, operating performance, liquidity, and strategic plans. The affirmation of Carrols' B2 Corporate Family Rating reflects the company's relatively high leverage, weak free cash flow, and weak traffic trends. The ratings are supported by Carrols' brand diversification, its position as the largest Burger King franchisee, its relatively well balanced day-part division. In Moody's opinion, near term liquidity is constrained by the company's March 9, 2012 maturity of its $65 million revolver. However, Carrols' liquidity is supported by the expectation that internally generated cash, cash balances and revolver availability ($46.3 million as of October 3, 2010) will be sufficient to fund working capital fluctuations as well as all non-growth capital expenditures and required amortization over the very near term. The company has stated that it intends to refinance its debt by mid-2011 as part of the Transaction. Ratings affirmed and point estimates updated are: * Corporate Family Rating at B2; * Probability of Default Rating at B2; * Subordinated notes due 2013 at B3 (LGD5,74%) from (LGD5, 75%) Ratings downgraded: * Speculative Grade liquidity Rating to SGL-4 from SGL-3. Factors that could result in a downgrade include weaker debt protection measures or liquidity stemming from declines in operating performance, debt-financed acquisitions, failure to extend debt maturities over the near term, or failure to materially reduce debt at the remaining Carrols business following the Transaction. Specific metrics include debt to EBITDA exceeding 6.0 times or EBITA coverage of interest near 1.0 time. A ratings upgrade is less likely in the near-term given soft operating performance at its Burger King operation, increasing refinancing risk and the uncertainty regarding the final capital structure following the Transaction. Ratings improvement would require substantially stronger debt protection measures, improving operating performance in Carrols' Burger King business and adequate liquidity. A higher rating would also require financial policies that sustainably support lower leverage. The most recent rating action on Carrols occurred on December 21, 2007, when Moody's affirmed the company's B2 Corporate Family Rating with a stable outlook. The last credit opinion update occurred on September 15, 2010. Carrols Corporation owns, operates, and franchises quick service and quick casual restaurant concepts, primarily in the United States, specifically 305 Burger King, 155 Taco Cabana, and 91 Pollo Tropical units. Revenues for the year ended December 31, 2010 was $796 million. CARROLS CORP: S&P Gives Negative Outlook, Affirms 'B' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its outlook on Syracuse, N.Y.-based Carrols Corp. to negative from stable. At the same time, S&P affirmed its ratings on Carrols, including the 'B' corporate credit rating. "The outlook revision reflects S&P's expectation that Carrols' operating performance will remain relatively weak," said Standard & Poor's credit analyst Helena Song, "and its planned spin-off of the higher margin Hispanic brands will likely weaken its earnings and cash flow diversity." S&P's analysis also incorporates the intense competition in the quick-service sector of the restaurant industry and S&P's expectation that the company's heavy debt burden will continue to restrict cash flow protection. CONNECTICARE INC: S&P Gives Stable Outlook, Affirms 'BB+' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on ConnectiCare Inc., ConnectiCare of New York, and ConnectiCare of Massachusetts Inc. to stable from negative. S&P also affirmed its 'BB+' counterparty credit and financial strength ratings on ConnectiCare. At the same time, Standard & Poor's raised its counterparty credit and financial strength ratings on Group Health Inc. to 'BB' from 'BB-'. The outlook is stable. In addition, S&P is affirming the 'BB+' counterparty credit and financial strength ratings on Health Insurance Plan of Greater New York. The outlook on HIP remains stable. "The outlook revision on ConnectiCare reflects the turnaround in its operating performance and S&P's expectation that earnings will remain adequate for the rating level in the near term," said Standard & Poor's credit analyst Deep Banerjee. "S&P previously had a negative outlook on ConnectiCare based on weak earnings from its Medicare Advantage (MA) and commercial managed care segments. However, in 2010, ConnectiCare improved its earnings in both segments, primarily from increased scale and better risk coding efforts in MA, as well as favorable utilization levels." As a result of a reorganization in 2010, HIP is now able to provide capital support, when necessary, to GHI through a Section 1307 loan. In December 2010, HIP provided $80 million to GHI, which helped to bring GHI's capital levels above the statutory minimum requirements. In addition, management has been successful in integrating HIP's and GHI's operations over the past few years, with most of the branding and product marketing being done under the EmblemHealth umbrella. S&P now views GHI as strategically important to HIP. As a result, S&P raised the rating on GHI by one notch to reflect the tangible support that it receives from HIP. At this time, S&P does not consider GHI to be core because of its marginal capitalization level. If the company improves its risk-based capital and stabilizes earnings, S&P may change GHI's group status to core. CASE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Case Enterprises, Inc. 409 North Congress Parkway P.O. Box 629 Athens, TN 37371 Bankruptcy Case No.: 11-11051 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Debtor's Counsel: Richard L. Banks, Esq. RICHARD BANKS & ASSOCIATES, P.C. P.O. Box 1515 Cleveland, TN 37364-1515 Tel: (423) 479-4188 E-mail: bmerriman@rbankslawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tneb11-11051.pdf The petition was signed by Sally L. Case, president. CB HOLDING: Bugaboo Creek Auction Scheduled for March 7 ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the owner of Charlie Brown's Steakhouse will hold an auction on March 7 to test if the best offer for the 12 Bugaboo Creek stores is represented by the $3 million contract with Landry's Restaurants Inc. According to the court-approved sale Procedures, competing bids are due March 4, and the hearing for approval of the sale will be March 11. 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. The Debtor has signed a $5.2 million contract for an affiliate of Praesidian Capital Opportunity Fund III-A LP to buy the 20 Charlie Brown's locations absent a higher bid at auction in March. There will be a hearing in bankruptcy court on March 9 to approve auction and sale procedures. 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. CENTURION PROPERTIES: Carlson Withdraws as Equity Funding's Attys. ------------------------------------------------------------------ The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington has granted Carlson Boyd & Busey, PLLC's request to withdraw as counsel for Equity Funding, LLC, a division of Centrum Financial Services, Inc., in Centurion Properties III, LLC's bankruptcy case. Kennewick, Washington-based Centurion Properties III, LLC, filed for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. E.D. Wash. Case No. 10-04024). John D. Munding, Esq., at Crumb & Munding, serves as bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. CENTURION PROPERTIES: Kuffel Withdraws as Centrum et al.'s Counsel ------------------------------------------------------------------ The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington has granted Kuffel, Hultgrenn, Klashke & Shea, LLP's request to withdraw as counsel for Centrum Financial Services, Inc., Equity Funding, LLC, and Trident Investments, Inc., in Centurion Properties III, LLC's bankruptcy case. Kennewick, Washington-based Centurion Properties III, LLC, filed for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. E.D. Wash. Case No. 10-04024). John D. Munding, Esq., at Crumb & Munding, serves as bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. CENTURION PROPERTIES: Disclosure Statement Hearing on March 15 -------------------------------------------------------------- Centurion Properties III, LLC, will appear before Judge Frank L. Kurtz on March 15, 2011, at 1:30 p.m. to seek approval of the disclosure statement explaining its plan of reorganization. CPIII was established in 2006 for the sole purpose of acquiring, owning, operating and managing the real estate project known as the Battelle Leaseholds located in Richland, Washington. Its sole asset is its leasehold interests in the Battelle Memorial Institute Campus and improvements, valued in excess of $90 million. The Plan provides for the reorganization of CPIII's debts and the continued ownership of the Battelle Property. The Debtor will continue with litigation to determine the nature, extent and amount of debt owed to certain classes of creditors holding disputed claims. The Plan provides for the refinancing of Allowed Secured Claims and payment to other classes of Claims using ongoing revenue derived from lease payments. CPIII intends to fully consummate the Plan within 36 months, with payment in full of all Allowed Claims. General Electrical Capital Corporation, the Debtor's prepetition lender owed $70.8 million, will receive monthly interest payments at $308,769 on its allowed claim for 36 months. At the end of 36 months, GECC will be paid in full any unpaid amount, if any, of its Allowed Claim. GECC has agreed to extend the Debtor's use of its cash collateral through March 31, 2011. Holders of General Unsecured Claims will be paid within 90 days of the Plan effective date. They will receive interest on account of their Allowed Claim. A copy of CPIII's disclosure statement, dated Jan. 20, 2011, is available at: http://bankrupt.com/misc/CenturionPropertiesDS.pdf About Centurion Properties Kennewick, Washington-based Centurion Properties III, LLC, filed for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr. E.D. Wash. Case No. 10-04024). John D. Munding, Esq., at Crumb & Munding, assists the Company in its restructuring effort. The United States Trustee has been unable to appoint a creditors committee in the case. The Company estimated its assets and debts at $50 million to $100 million. CLAIM JUMPER: Landry's Moves Headquarters to Houston ---------------------------------------------------- Nancy Luna at The Orange County Register reports that the representatives of Landry's, the new owner of Claim Jumper and Bubba Gump Shrimp Co., confirmed that the two restaurant chains have moved their headquarters to Houston in Texas. According to The Orange Country Register, both companies were founded in Orange County. Claim Jumper's Irvine corporate headquarters -- 16721 Millikan Ave. -- had roughly 77 employees, according to state employment records. Bubba Gump was located in San Clemente. Landry's, which owns Rainforest Cafe, bought Claim Jumper in October for $76.6 million. Shortly after that, the Houston-based seafood company acquired Bubba Gump Shrimp Co., which opened its first restaurant in 1996. About Claim Jumper Irvine, California-based Claim Jumper Restaurants, LLC -- http://www.claimjumper.com/-- operates a chain of casual dining restaurants. It was founded in 1977. It has locations in Arizona, California, Colorado, Illinois, Nevada, Oregon, Washington, and Wisconsin. Claim Jumper filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. D. Del. Case No. 10-12819). The Debtor estimated its assets at $50 million to $100 million and debts at $100 million to $500 million as of the Petition Date. The Debtor's affiliate, Claim Jumper Management, LLC, filed a separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820). Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' local counsel. Milbank, Tweed, Hadley & Mccloy LLP is the Debtors' general bankruptcy counsel. Piper Jaffray & Co. is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the Debtors' notice, claims and solicitation agent. The Creditors Committee has selected the law firms of Cooley LLP and Klehr Harrison Harvey Branzburg LLP as counsel. In December 2010, Claim Jumper completed the sale its business to Landry's Restaurants Inc., in a transaction valued at $76.6 million. Landry's outbid the offer of holders of mezzanine debt with a winning bid that included $48.3 million cash, the assumption of $23.3 million in debt, and $5 million cash to collateralize existing letters of credit. COAST CRANE: Wants Case Dismissal as Most Assets Already Sold ------------------------------------------------------------- Coast Crane Company asks the Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the Western District of Washington to dismiss its bankruptcy case. The Debtor says that it doesn't have sufficient assets to confirm a Chapter 11 plan, and there is not a benefit to creditors from a plan process. According to the Debtor, its only remaining liquid assets are funds carved out of the secured lender's collateral and the sale proceeds for the benefit of court-approved professionals who have provided services to the estate. Those funds are held in the trust accounts of counsel for the Debtor. The amounts held in trust are sufficient to retire the accrued and unpaid professional fee administrative claims. There are no remaining unencumbered cash proceeds that are available for disbursement to general unsecured creditors. The Debtor has sold substantially all of its assets and business. The Debtor says that there is no possibility that it will resume operations. The Debtor has already distributed all of its available liquid assets to creditors. The Debtor believes that it has paid all of its ordinary course administrative liabilities incurred during the bankruptcy case or obligations have been assumed by the purchaser of its assets. All fees payable to the United States Trustee through and including the 4th Quarter 2010 have been paid by the Debtor. The Debtor proposes that fees payable pursuant to Chapter 123 of Title 23, U.S. Code, as determined by the Bankruptcy Court on the Dismissal Date, including, but not limited to, quarterly fees owed to the Office of the U.S. Trustee for the 1st quarter 2011, be paid within seven days of the entry of the order of dismissal. A hearing on the Debtor's request for dismissal of its bankruptcy case will be held on March 18, 2011, at 9:30 a.m. About Coast Crane Seattle, Washington-based Coast Crane Company leases, sells and services tower cranes, forklifts, hoists, elevators, boom lifts, scissor lifts and other heavy equipment used in commercial construction throughout the world. Coast Crane filed for Chapter 11 bankruptcy protection on September 22, 2010 (Bankr. W.D. Wash. Case No. 10-21229). Brian L. Lewis, Esq., David C. Neu, Esq., and Michael J. Gearin, Esq., at K&L Gates LLP, assist the Debtor in its restructuring effort. The Debtor estimated its assets at $50 million to $100 million and debts at $100 million to $500 million. T. Scott Aliva at CRG Partners Group LLC is the Debtor's chief restructuring officer. COLLECTORS TRAINING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Collectors Training Institute of Illinois, Inc. 3333 W. Arthington Chicago, IL 60624 Bankruptcy Case No.: 11-07410 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: John H. Squires Debtor's Counsel: Ernesto D. Borges, Esq. LAW OFFICES OF ERNESTO BORGES 105 W Madison Street, 23rd Floor Chicago, IL 60602 Tel: (312) 853-0200 E-mail: pbutler@billbusters.com Scheduled Assets: $15,000 Scheduled Debts: $2,223,945 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb11-07410.pdf The petition was signed by William Leggett, president. COMPTON PETROLEUM: VP for Exploration and CFO Resign from Posts --------------------------------------------------------------- Compton Petroleum Corporation announces the departure of Mr. Marc Junghans, Vice President, Exploration, and Mr. Leigh Cassidy, Vice President, Finance and Chief Financial Officer, effective Feb. 15 and 28, 2011, respectively. Compton wishes to thank both gentlemen for their contribution to the organization and wish them the best in their future endeavours. Ms. Theresa Kosek, CA, has been appointed to the position of Vice President, Finance and CFO upon Mr. Cassidy's departure. Ms. Kosek has over 16 years of experience in the petroleum industry in roles of increasing responsibility for finance and corporate matters. She has been with Compton for over 11 years and most recently served as Controller for the Corporation. In this role she has overseen Compton's corporate finance and accounting functions for the organization's reporting activities. Ms. Kosek was instrumental in several initiatives at Compton, including the issue of the 2002 senior term notes and the associated United States regulatory reporting requirements with the Securities and Exchange Commission for the notes and the New York Stock Exchange listing. She has led the review, interpretation and adoption of changes in U.S. and Canadian regulatory reporting and leads the current conversion to International Financial Reporting Standards. Her responsibilities have included financial valuations for acquisitions, corporate planning and budgeting, amalgamations and internal audit functions. Prior to this, Ms. Kosek was employed by Grant Thornton LLP, providing financial and valuation advice to a number of small to mid-sized petroleum clients. She also serves on the Board and is Treasurer of Lunchbox Theatre. Ms. Kosek holds a Bachelor of Commerce degree from the University of Calgary, and is a Chartered Accountant. In addition, Ms. Shannon Ouellette has been appointed to the role of Chief Operating Officer effective Jan. 1, 2011. Previously, Ms. Ouellette served as the Vice President, Operations and Development at Compton. She holds a Bachelor of Science in Chemical Engineering as well as a Masters of Engineering, both from the University of Calgary. Ms. Ouellette is a professional engineer and is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta. "I would like to sincerely thank both Marc and Leigh for their contribution to Compton," said Tim Granger, President and Chief Executive Officer. "Marc's role in the development of the Company was significant over the past 13 years. He was instrumental in the acquisition of the Niton property and discovered Compton's High River Basal Quartz pool. Leigh's counsel and leadership in the Corporation's financial restructuring over the past two years has been invaluable, helping to reduce debt by over half. On behalf of the Board and the Corporation, I wish them well in their future endeavors." Mr. Granger continued, "I would like to welcome Theresa to the CFO role. Theresa enters into a new position at Compton, where she can utilize her financial knowledge and experience in the future development of the Corporation. I also wish to acknowledge Shannon's promotion in recognition of her performance and the strong results she has achieved in improving the organization's operations." About Compton Petroleum Compton Petroleum Corporation is an exploration and production company. The Company explores for, develops, and produces oil and gas in western Canada. Compton's interests include the areas of Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in Alberta, Canada. The Company's balance sheet at Dec. 31, 2010 showed $1.38 billion in total assets, $712.29 million in liabilities and $664.03 million in shareholders' equity. * * * Moody's Investors Service has withdrawn Compton Petroleum's ratings following the repayment of its rated debt. Ratings withdrawn include the 'Caa1' Corporate Family Rating and Probability of Default Rating, and the 'Caa2' senior unsecured notes rating. As reported by the Troubled Company Reporter on Dec. 1, 2010, Standard & Poor's Ratings Services withdrew its 'B' long- term corporate credit rating on Compton Petroleum Corp. At the same time, Standard & Poor's withdrew its 'B-' senior unsecured rating and '5' recovery rating on subsidiary Compton Petroleum Finance Corp.'s US$193.5 million senior unsecured notes. S&P withdrew the ratings at the Company's request. COMPTON PETROLEUM: Widens Net Loss to $330.85 in 2010 ----------------------------------------------------- Compton Petroleum Corporation reported a net loss of $330.85 million on $186.02 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $8.33 million on $200.20 million of revenue during the prior year. Net loss was $43.003 million in 2008. The Company's balance sheet at Dec. 31, 2010 showed $1.38 billion in total assets, $712.29 million in liabilities, $6.184 million in non-controlling interest and $664.03 million in shareholders' equity. A full-text copy of the management's report for 2010 is available for free at http://bankrupt.com/misc/Compton_2010Results About Compton Petroleum Compton Petroleum Corporation is an exploration and production company. The Company explores for, develops, and produces oil and gas in western Canada. Compton's interests include the areas of Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in Alberta, Canada. * * * Compton Petroleum carried a 'Caa1' corporate family rating prior to Moody's Investors Service has withdrawal of the ratings in October 2010. The withdrawal follows Compton's exchange under a Plan of Arrangement of its US$450 million senior unsecured notes for considerations totaling 94% of the face amount of the notes, comprised of cash (41%), new senior unsecured notes due 2017 (43%), and mandatory converts due 2011 (10%). Moody's views this as a distressed exchange. Compton Petroleum had a 'B-' long-term corporate credit rating prior to the withdrawal of the rating in November 2010. S&P withdrew the ratings at the Company's request. COMPTON PETROLEUM: Proved Reserves at Dec. 31 Decline by 40% ------------------------------------------------------------ Compton Petroleum Corporation reports estimated reserve volumes together with the net present value of its reserves as at Dec. 31, 2010. The Corporation changed its independent reserve evaluators in 2010 to GLJ Petroleum Consultants Ltd. from Netherland, Sewell & Associates, Inc., taking into account several factors. In the course of various recent asset sales, it was determined that most prospective buyers were Canadian and preferred to rely on the report of a recognized Canadian reserves evaluator. With Compton's shares delisting from the New York Stock Exchange, the Corporation no longer had a compelling reason to continue to have its reserves evaluated by an evaluator based in the United States. In addition, Management determined that the Corporation could achieve substantial cost savings by utilizing a Canadian reserves evaluator. GLJ has completed an evaluation of 100% of the Corporation's petroleum and natural gas reserves as at Dec. 31, 2010 in accordance with the provisions of National Instrument 51-101. Reserves have been reduced largely due to the impact of an updated technical interpretation of reserves by GLJ, the economic impact of lowered price forecasts, and dispositions. - Net asset value was $0.99 per basic common share on a proved basis and $1.62 per basic common share on a proved plus probable basis at Dec. 31, 2010, based on the independently estimated reserve values (discounted at 10% before tax), independently estimated undeveloped land value, and outstanding debt as of Dec. 31, 2010; - Proved reserve life index is 10.6 years and proved plus probable RLI is 15.5 years; - Total proved reserves declined by 40% while reserve value decreased by 48% from 2009: * Net of production and dispositions, total proved reserves declined by 28%; * Proved plus probable reserves declined by 48% with an associated value reduction of 56%: - Net of production and dispositions, total proved plus probable reserves declined by 40% - Proved reserves comprise 69% of total proved plus probable reserves, a slight increase from 2009; - Extensions and improved recovery added 8% or 4.1 MMBoe to proved reserves and 3% or 2.1 MMBoe to proved plus probable reserves; and - Undeveloped land of 426,952 net acres was valued at $77.9 million by an independent land evaluator. A full-text copy of the press release announcing the 2010 Reserves is available for free at http://ResearchArchives.com/t/s?7415 About Compton Petroleum Compton Petroleum Corporation is an exploration and production company. The Company explores for, develops, and produces oil and gas in western Canada. Compton's interests include the areas of Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in Alberta, Canada. The Company's balance sheet at Dec. 31, 2010 showed $1.38 billion in total assets, $712.29 million in liabilities, and $664.03 million in shareholders' equity. Compton reported a net loss of $330.85 million on $186.02 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $8.33 million on $200.20 million of revenue during the prior year. * * * Compton Petroleum carried a 'Caa1' corporate family rating prior to Moody's Investors Service has withdrawal of the ratings in October 2010. The withdrawal follows Compton's exchange under a Plan of Arrangement of its US$450 million senior unsecured notes for considerations totaling 94% of the face amount of the notes, comprised of cash (41%), new senior unsecured notes due 2017 (43%), and mandatory converts due 2011 (10%). Moody's views this as a distressed exchange. Compton Petroleum had a 'B-' long-term corporate credit rating prior to the withdrawal of the rating in November 2010. S&P withdrew the ratings at the Company's request. CONEX INT'L: Judge Approves Chapter 7 Liquidation ------------------------------------------------- Dow Jones' DBR Small Cap reports that Conex International LLC, whose sudden shutdown led lenders to try to force it into bankruptcy last week, decided to liquidate its Texas-based operations after determining that -- without any rank-and-file employees or customers for its oil refinery work -- it can't successfully reorganize. Bankruptcy Judge Christopher S. Sontchi approved the Company's Chapter 7 request in Wilmington, Del., court, according to DBR. With its request, the report relates, Conex International gave its first official court response after a group of lenders that are owed at least $100 million tried to push it into involuntary Chapter 11 protection. The report notes that Conex blamed its need to liquidate on its current debt structure, stating the company has fewer than $10 million in assets -- far less than the $152 million that officials conservatively estimate is owed to creditors. "There is no reasonable chance of reorganization," Company officials said in court filings, DBR adds. About Conex International Beaumont, Texas-based Conex International LLC provides plant maintenance and construction services for the refining and petrochemical industries. Conex and affiliate Advantage Blasting & Coating Inc. were hit with involuntary Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-10502 and 11-10503) filed on Feb. 20 in Delaware by three lenders owed $97.3 million. The lenders who filed the petitions are Wells Fargo Bank NA, Bank of Montreal, and The Prudential Insurance Co. of America. NetDockets relates that the basis for all three claimants is identified as Conex's default on one or more credit agreements. The Petitioners are represented by: Stuart M. Brown, Esq. EDWARDS ANGELL PALMER & DODGE LLP 919 N. Market Street, 15th Floor Wilmington, DE 19801 Tel: (302) 777-7770 - and - Randall L. Klein, Esq. GOLDBERG KOHN LTD 55 E. Monroe Street, Suite 3300 Chicago, IL 60603 Tel: (312) 201-4000 CONFORCE INTERNATIONAL: Raises $6.23 Million for Sale of Shares --------------------------------------------------------------- As of Feb. 25, 2011 Conforce International, Inc., raised $6,228,866 from the issuance of 22,245,950 common shares, with restrictive legend, of the Company's Common Stock. The offering was priced on Dec. 9, 2010 at $0.28 per share. The Company relied on the Private Offering Exemption - Section 4(2) of the Securities Act and the Accredited Investor Exemption - Section 4(6) of the Securities Act as each investor satisfied the definition of an "Accredited Investor" and acquired the shares for investment purposes only. About Conforce International Headquartered in Concord, Ontario, Conforce International, Inc., has two operations, the first is providing handling, storage and transportation of overseas containers for international shipping lines as well as domestic retailers through its 50.1% owned subsidiary Conforce 1 Container Terminals Inc. The second is the development and testing of a polymer based composite shipping container flooring product trademarked under the name EKO-FLOR through its 100% owned subsidiary Conforce Containers Corporation. The composite flooring product has been designed to provide an environmentally friendly product to increase container versatility while reducing shipping costs. The Company was incorporated on May 18, 2004, in the state of Delaware as Now Marketing Corp. and was renamed on May 25, 2005, to Conforce International Inc. The Company's balance sheet at Sept. 30, 2010, showed $749,824 in total assets, $2.01 million in total liabilities, and a shareholders' deficiency of $1.26 million. As reported in the Troubled Company Reporter on July 19, 2010, BDO Canada LLP, in Markham, Ontario, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has incurred recurring losses and its ability to continue as a going concern will depend on its ability to generate positive cash flows from operations or secure additional financing. CONSOLIDATED HORTICULTURE: Lender Group Lone Bidder for Assets -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Hines Nurseries Inc. sought approval from the bankruptcy court to sell its business to lenders in exchange for loans financing the new Chapter 11 case. According to Mr. Rochelle, last week's auction for the assets was canceled after no other acceptable bids were received. As reported in the Troubled Company Reporter on Feb. 17, 2011, Hines Nurseries was scheduled to convene an auction on Feb. 25 as long as competing bids would be sent by Feb. 23. The sale hearing was scheduled Feb. 28. The Creditors Committee, Mr. Rochelle discloses, is objecting to the sale, saying there are defects in the lenders' pre-bankruptcy loan documents. Hines says the objection doesn't matter because the lenders are only bidding their bullet-proof post-bankruptcy financing. Mr. Rochelle relates that to carry the company through completion of the sale, Hines filed an emergency motion to increase financing provided by the lenders from $21.5 million to $31 million. In addition to swapping for the Chapter 11 loan, the lenders must cover expenses of the Chapter 11 case, including professional fees, financing for the Chapter 11 case, and $250,000 toward expenses after the sale. In addition to being the owner, Black Diamond's affiliate, Black Diamond Commercial Finance LLC, is a secured creditor holding all of the $8 million term loan and a $16 million subordinated loan. Black Diamond also holds 53% of the $48.6 million asset-backed loan. About Consolidated Horticulture Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on Oct. 12, 2010 (Bankr. D. Del. Lead Case No. 10-13308). Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to the Debtors. Attorneys at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., serve as bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Lowenstein Sandler PC as counsel and Blank Rome LLP as co-counsel. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. CRUCIBLE MATERIALS: Settles Honeywell, EPA Claims for $21 Million ----------------------------------------------------------------- Bankruptcy Law360 reports that Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware issued an order Friday approving a $21 million settlement agreement among Crucible Materials Corp., Honeywell International Inc. and the U.S. Environmental Protection Agency over cleanup efforts at a New York Superfund site. About Crucible Materials Based in Syracuse, New York, Crucible Materials Corporation -- aka Crucible Specialty Metals, Crucible Service Centers, Crucible Compaction Metals, Crucible Research and Trent Tube -- http://www.crucible.com/-- makes stainless and alloy steel for use in the aircraft, automotive, petrochemical, and other industries. The Company was employee-owned prior to its bankruptcy filing. The Company and its affiliate, Crucible Development Corporation, filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11582). Mark Minuti, Esq., at Saul Ewing LLP represents the Debtors in their restructuring efforts. The Debtors engaged Duff & Phelps Securities LLP as investment banker; RAS Management Advisors LLC as business advisor; and Epiq Bankruptcy Solutions LLC as claims agent. Roberta A. DeAngelis, United States Trustee for Region 3, appointed five creditors to serve on the Official Committee of Unsecured Creditors. Crucible Materials estimated assets and debts both ranging from $100 million to $500 million in its Chapter 11 petition. From four asset sales under 11 U.S.C. Sec. 363, Crucible generated $14.4 million after secured lenders were fully paid on $64.5 million in claims outstanding at the outset of the Chapter case. DAVE & BUSTER'S: Moody's Cuts Corporate Credit Rating to 'B3' ------------------------------------------------------------- Moody's Investors Service lowered Dave & Buster's Inc.'s Corporate Family Rating and Probability of Default Rating to B3 from B2, senior secured facilities rating to Ba3 from Ba2 and senior unsecured notes rating to Caa1 from B3, following the completion of the issuance of senior discount notes at Dave & Buster's Parent, Inc. -- a Dave & Buster's indirect parent holding company. The gross proceeds of approximately $100 million from the offering will be used for a return of cash dividend to shareholders (Oak Hill Capital Partners and management) or for repurchase a portion of Parent Co.'s common stock and for transaction fees and expenses. The new notes are not rated by Moody's. The rating outlook is stable. The rating action concludes the review for possible downgrade that was initiated on February 16, 2011. The action is consistent with Moody's previous expectation that the completion of the issuance would result in a downgrade of CFR to B3. These ratings were lowered: * Corporate Family Rating to B3 from B2 * Probability of Default Rating to B3 from B2 * $50 million senior secured revolving credit facility due 2015 to Ba3 (LGD2, 13%) from Ba2 (LGD2, 14%) * $150 million senior secured term loan due 2016 to Ba3 (LGD2, 13%) from Ba2 (LGD2, 14%) * $200 million senior unsecured notes due 2018 to Caa1 (LGD4, 60%) from B3 (LGD4, 69%) Ratings Rationale The rating downgrade reflects the material increase in enterprise- wide financial leverage -- from high five times to high six times (incorporating Moody's analytical adjustments) after the issuance of the Parent Co. debt. The downgrade reflects the heightened risk profile due to the increased leverage as well as management's shift to a more aggressive financial strategy at a time when the business recovery has not yet gained full traction and may still be somewhat fragile. Moody's expects the leverage (including the Parent Co. debt) to remain elevated, at or above 6.0x, in the next 12-18 months. Additionally, Moody's notes the issuance would result in unfavorable debt maturity profile for existing debt holders of senior unsecured notes due 2018, as significant amount of Parent Co. debt -- accreted to approximately $181 million face value upon maturity, will mature approximately two years ahead of the 2018 notes. However, the additional debt will not immediately affect Dave & Buster's cash flow generation since all the interest payment will be paid in kind during lifetime of the notes. The B3 CFR reflects the highly capital intensive nature of the Dave & Buster's business model, the high leverage and weak interest coverage due to the aggressive debt deployed in capital structure, and the company's limited scale and scope. Favorably, the rating incorporates Dave & Buster's leading position in the niche combined food & entertainment industry, strong brand recognition as well as its diverse geographic footprint partially offset by its earnings concentrations at some locations, such as Times Square, New York. In addition, Moody's continue to expect the company to manage its development capital expenditure prudently without depressing free cash flow into negative territory for an extended period. The stable rating outlook depicts Moody's expectation that modest improvement in EBITDA throughout the intermediate term principally as a result of new unit expansion, stabilization of comp store sales and on-going cost containment efforts, offset by the increased total enterprise-wide leverage following the dividend recapitalization and the likelihood that it will take years for credit ratios to levels that support a higher rating. The outlook also anticipates the company will maintain an adequate liquidity in the next 12 months. Headquartered in Dallas, Texas, Dave & Buster's, Inc. is a leading operator of large format, high volume specialty restaurant- entertainment complexes. The company operates under the Dave & Buster's and Dave & Buster's Grand Sports Caf�, and owns 57 units in the United States and Canada and franchises one unit in Canada. Revenues for the last twelve months ended Oct 30, 2010 were approximately $520 million. DELTA AIR: S&P Assigns 'BB-' Rating to $250 Mil. Senior Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB-' issue-level rating to Delta Air Lines Inc.'s $250 million senior secured term loan B maturing in 2016. The rating is two notches higher than the 'B' corporate credit rating on Delta. The recovery rating is '1', indicating S&P's expectation that lenders would receive very high (90%-100%) recovery of principal in the event of a payment default. The term loan B is refinancing the existing $250 million term facility that matures in 2013, and is secured by Delta's Pacific routes and related slots and gates. S&P's ratings on Atlanta, Ga.-based Delta Air Lines Inc. reflect its highly leveraged financial profile, with significant intermediate-term debt maturities, and the risks associated with participation in the price-competitive, cyclical, and capital- intensive airline industry. The ratings also incorporate the reduced debt load and operating costs Delta achieved while in Chapter 11 in 2005-2007, and its enhanced competitive position and synergistic opportunities associated with its 2008 merger with Northwest Airlines Corp. (parent of Northwest Airlines Inc.), with the two airlines fully integrated in December 2009. S&P characterize Delta's business risk profile as weak and its financial risk profile as highly leveraged. The outlook is stable. S&P doesn't expect to revise its ratings on Delta over the next year. However, if continued strong earnings, coupled with debt reduction, generate adjusted funds flow to debt in the high-teen percent area, S&P could raise its ratings. On the other hand, if adverse industry conditions (for example, a serious fuel price spike) cause financial results to deteriorate so that funds flow to debt falls into the mid-single- digit percent area, or if unrestricted liquidity falls below $3.5 billion on a sustained basis, S&P could lower ratings. Ratings List Delta Air Lines Inc. Corporate credit rating B/Stable/-- New Rating Delta Air Lines Inc. $250 mil sr sec term ln B BB- Recovery rating 1 DISH NETWORK: To Buy Claims vs. DBSD for Up to $1-Billion --------------------------------------------------------- On Feb. 24, 2011, DISH Network Corporation amended and restated its previously announced investment agreement, dated as of Feb. 1, 2011, with DBSD North America, Inc., pursuant to which the Company had originally committed to acquire 100% of the equity of reorganized DBSD North America upon DBSD North America's emergence from bankruptcy for approximately $1 billion subject to certain adjustments, including interest accruing on DBSD North America's existing debt. Under the Company's Feb. 24, 2011 amended and restated investment agreement, which remains subject to approval by the Bankruptcy Court, the Company intends to make a cash tender offer to purchase certain claims against DBSD North America and its affiliates, upon the terms and conditions set forth in the Revised Investment Agreement, for an amount up to approximately $1 billion. This amount will be paid after the tender offer is accepted in accordance with its terms. The closing of the tender offer is not conditioned upon receipt of approval from the Federal Communications Commission. In connection with our Original Investment Agreement, the Company had also proposed an $87.5 million debtor-in-possession credit facility to DBSD North America and certain of its affiliates in connection with filings by DBSD North America and such affiliates for protection under Chapter 11 of the U.S. Bankruptcy Code. On Feb. 24, 2011, the Company also proposed a revised Credit Facility to provide DBSD North America and its affiliates with a non-revolving, multiple draw term loan in the aggregate principal amount of $87.5 million, with drawings subject to the terms and conditions set forth in the Revised Credit Facility. The Revised Credit Facility remains subject to approval by the Bankruptcy Court. Under the Revised Investment Agreement, the Company remains committed to support DBSD North America's plan of reorganization under which the Company will acquire 100% of the equity of reorganized DBSD North America upon DBSD North America's emergence from bankruptcy. Under the Revised Investment Agreement: (i) all claims under those 7.5% Convertible Senior Secured Notes due 2009, issued under that certain indenture dated Aug. 15, 2005, as supplemented and amended, among DBSD North America, the guarantors named therein, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, will be paid in full; (ii) all of DBSD North America's obligations under the Revised Credit Facility will be paid in full; (iii) the holders of general unsecured claims of DBSD North America will receive partial payment; and (iv) certain additional claims in bankruptcy will also be paid in full. The Company's ultimate acquisition of 100% of the equity of reorganized DBSD North America is subject to the satisfaction of certain conditions, including approval by the FCC and DBSD North America's emergence from bankruptcy. About DISH Network DISH Network Corporation is the third largest pay television provider in the United States with 14.1 million subscribers as of Dec. 31, 2009. Annual revenues approximate $11.6 billion. The Company's balance sheet at June 30, 2010, showed $9.03 billion in total assets and $10.61 billion in total liabilities, and a stockholders' deficit of $1.58 billion. * * * At the end of January 2011, Fitch Ratings affirmed the 'BB-' Issuer Default Rating assigned to DISH Network and its wholly owned subsidiary DISH DBS Corporation. Fitch has also affirmed the 'BB-' rating assigned to the senior unsecured notes issued by DDBS Corporation. Additionally, Fitch has revised DISH's Rating Outlook to Stable from Negative. As of Sept. 30, 2010, DISH had approximately $6.5 billion of debt outstanding. The Stable Outlook recognizes the operational rebound DISH has experienced during 2010. Overall, Fitch's ratings reflect the operating leverage derived from DISH's size and scale as the third largest multi-channel video programming distributor in the U.S. and Fitch's expectation for continued, albeit pressured free cash flow generation. Dish Network carries a 'Ba3' corporate family rating, with "stable outlook", from Moody's. Moody's said that Dish Network's Ba3 Corporate Family Rating and stable outlook are not affected by the company's announcement that it has entered into an agreement to acquire 100% of the equity of the reorganized DBSD North America, Inc., a hybrid satellite and terrestrial communications company, for approximately $1 billion including interest accruing on DBSD North America's existing debt. DIVERSIFIED INDUSTRIES: Alberta Cease Trade Order Lifted -------------------------------------------------------- Diversified Industries Ltd. disclosed that further to its news release dated January 10, 2011 and the Cease Trade Order issued by the Alberta Securities Commission on Jan. 6, 2011, the Company has since filed the required documentation, including its audited financial statements and MD&A for the period ending August 31, 2010 (which statements were refiled on Feb. 23, 2011).The Order has been lifted by the Alberta Securities Commission effective Feb. 25, 2011. The Company is in the process of applying to the TSX Venture Exchange for the resumption of trading of its shares on the TSX Venture Exchange. The Company will also be following up on the Court Approval of its Proposal to Creditors under the Bankruptcy and Insolvency Act, R.S.C. 1985, and the items set out in that Proposal. DOT VN INC: Hi-Tek Inks Pact to Develop Vietnam Language IDNs ------------------------------------------------------------- Dot VN, Inc., an Internet and Telecommunications Company and the exclusive online global domain name registrar for the Country of Vietnam, announced that its wholly owned subsidiary, Hi-Tek Multimedia, Inc. has been designated as the Vietnam Internet Network Information Centre's sole partner in developing and managing Vietnam's native language internationalized domain names. Through this IDN management agreement with VNNIC, Dot VN has received approval to implement a new registration platform and manage the development of the Vietnamese IDNs. Further, in connection with the IDN Agreement, Dot VN will oversee the monetization of the IDNs and creation of value added services related to the development of the Vietnamese IDNs. "When we started working with VNNIC over ten years ago, we never imagined that the internet in Vietnam would grow as it did. The IDNs are the next evolution in the Vietnamese Internet and we are honored by VNNIC's trust in us. Dot VN is fully committed to ensuring the successful launch and long term success of the Vietnamese IDNs," said Dot VN President Lee Johnson. Historically, Vietnam's Internet growth has proven to be incredibly strong as evidenced by the exponential increase in the number of Internet users in Vietnam. In 2000, there were 430,000 Internet users. VNNIC's most recent statistics as of December 2010 show that there over 26.7 million internet users, an increase of over 6,100 percent in just ten years. Indeed, Vietnam's remarkable growth has propelled it into the top 20 Countries in terms of internet usage trailing only slightly behind Canada according to a recent report by Pingdom, a U.S. based website monitoring service. The Vietnamese IDNs are expected be available for registration by the end of April and will be open both domestically and internationally to all individuals, corporations or organizations that are interested in securing a Vietnamese native language domain name. "We are preparing for a strong response to the new class of native language domains as it gives the over 90 million Vietnamese speakers world wide the opportunity to interact with the internet in their native tongue. It will also allow local and global advertisers the ability to interact with clients and customers in their native Vietnamese" said Dot VN's Chief Executive Officer, Thomas M. Johnson. "Recent IDN launches by other countries have been well received and it is my hope that we can follow the Russian IDN's example of over 760,000 domains registered since its launch in November of 2010." Vietnam Internet Network Information Centre, (www.vnnic.net.vn) is an agency of the Ministry of Information and Communication of Vietnam. VNNIC was founded on April 28, 2000, and carries out the functions of managing, allocating, supervising and promoting the use of Internet domain names, addresses, autonomous system numbers in Vietnam, providing Internet-related guidance, statistics on Internet usage, and representing Vietnam at Internet related events. About Dot VN Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides Internet and telecommunication services for Vietnam and operates and manages Vietnam's innovative online media web property, www.INFO.VN. The Company is the "exclusive online global domain name registrar for .VN (Vietnam)." Dot VN is the sole distributor of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless Gigabit Radios to Vietnam and Southeast Asia region. Dot VN is headquartered in San Diego, California with offices in Hanoi, Danang and Ho Chi Minh City, Vietnam. Dot VN was incorporated in the State of Delaware on May 27, 1998, under the name Trincomali Ltd. The Company's balance sheet at Oct. 31, 2010, showed $2.43 million in total assets, $10.83 million in total liabilities, and a stockholders' deficit of $8.39 million. Dot VN reported a $7.3 million net loss on $1.1 million of revenues for the fiscal year ended April 30, 2010, compared with a $5.4 million net loss on $1.0 million of revenues for the same period a year ago. Following the Company's results for fiscal 2010, Chang G. Park CPA expressed substantial doubt against Dot VN's ability to continue as a going concern, citing the Company's losses from operations. DYNAVAX TECHNOLOGIES: Planned Safety Assessments Complete --------------------------------------------------------- Dynavax Technologies Corporation announced that the Data Safety Monitoring Board (DSMB) established for Dynavax's two ongoing Phase 3 trials for HEPLISAVTM has completed its planned safety assessments. The DSMB determined that the studies may continue without protocol modification, and that no other formal meetings of the DSMB are required. Tyler Martin, M.D., President and Chief Medical Officer, commented, "This DSMB review is an important milestone for our Phase 3 program. All subjects in our large safety and lotto-lot consistency trial randomized to HEPLISAV are now eight months past their last dose. It would be unlikely to see a serious adverse event related to HEPLISAV at this time. Based on our progress, we look forward to completing the trials as planned and filing our BLA by the end of 2011." The DSMB reviewed safety data from two ongoing multi-center Phase 3 trials evaluating HEPLISAV, the first a lot-to-lot consistency trial in adults 40 years and older, and the second a trial in chronic kidney disease patients. The DSMB is comprised of an independent group of medical experts who are responsible for reviewing and evaluating subject safety data at regular intervals during the ongoing trials. About HEPLISAV HEPLISAV is an investigational adult hepatitis B vaccine. The vaccine candidate is being evaluated in two Phase 3 studies that are directed toward fulfilling licensure requirements in the U.S., Canada and Europe. Enrollment has been completed for both studies. In a completed pivotal Phase 3 trial, HEPLISAV demonstrated increased, rapid protection with fewer doses than current licensed vaccines. Dynavax has worldwide commercial rights to HEPLISAV and is developing the vaccine for large, high-value populations that are less responsive to current licensed vaccines, including individuals with chronic kidney disease. HEPLISAV combines hepatitis B surface antigen with a proprietary Toll-like Receptor 9 agonist known as ISS to enhance the immune response. About Dynavax Technologies Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ: DVAX) -- http://www.dynavax.com/-- is a clinical-stage biopharmaceutical company. The Company discovers and develops novel products to prevent and treat infectious diseases. The Company's lead product candidate is HEPLISAV, an investigational adult hepatitis B vaccine designed to enhance protection more rapidly and with fewer doses than current licensed vaccines. As of Sept. 30, 2010, the Company had $61,790,000 in total assets; $21,026,000 total current liabilities, $6,012,000 deferred revenue, $10,540,000 long-term note payable to holdings, $944,000 long-term contingent liability to holdings, and $60,000 other long-term liabilities, and $23,208,000 in stockholders' equity. As reported in the Troubled Company Reporter on March 18, 2010, Ernst & Young LLP, in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations since its inception. DYNAVAX TECHNOLOGIES: Reports Immunogenicity Data for Hepa B ------------------------------------------------------------ Dynavax Technologies Corporation reported in a poster session Saturday, Feb. 19 at the 21st Conference of the Asian Pacific Association for the Study of the Liver (APASL 2011) in Bangkok Thailand new Phase 1b immunogenicity data for DV-601, its proprietary hepatitis B therapeutic vaccine. The study evaluated three doses of the candidate therapeutic vaccine escalation in 14 patients with chronic hepatitis B infection, including six patients that were HBeAg negative and eight patients who were HBeAg positive, and found: * The therapeutic regimen was safe and generally well tolerated at all dose levels; * Most common systemic reactions were fatigue and malaise. No SAEs were recorded; * DV601 was found to elicit immune responses at all dose levels, and anti-HBe antibodies were elicited in two of eight (2/8) patients; * Anti-HBs antibodies were elicited in four of 14 (4/14) patients; * Amongst the eight HBeAg positive patients, two had HBeAg clearance, and one of those individuals also had HBsAg clearance; * Three patients are still in the follow-up observation period. According to Tyler Martin, M.D., President and Chief Medical Officer, "This trial was primarily designed to assess the safety of our vaccine. The positive immunogenicity results, in particular, the two HBeAg seroconversions, including one HBsAg serocoversion, provide a strong rationale for an expanded evaluation of our approach in collaboration with a potential partner." Dynavax in December 2010 reported that all doses were generally safe and well tolerated and that individual immunologic and virologic responses had been observed across cohorts at all dose levels. Dynavax's treatment approach combines both the surface and core hepatitis B virus (HBV) antigens with ISCOMATRIX(R) adjuvant originally entered into development by Rhein Biotech prior to its acquisition by Dynavax in 2006. The candidate vaccine, DV-601, is designed to induce an immune response against HBV-infected cells and if proven to be safe and effective, may offer an alternative therapeutic option for patients chronically infected with HBV. About Dynavax Technologies Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ: DVAX) -- http://www.dynavax.com/-- is a clinical-stage biopharmaceutical company. The Company discovers and develops novel products to prevent and treat infectious diseases. The Company's lead product candidate is HEPLISAV, an investigational adult hepatitis B vaccine designed to enhance protection more rapidly and with fewer doses than current licensed vaccines. As of Sept. 30, 2010, the Company had $61,790,000 in total assets; $21,026,000 total current liabilities, $6,012,000 deferred revenue, $10,540,000 long-term note payable to holdings, $944,000 long-term contingent liability to holdings, and $60,000 other long-term liabilities, and $23,208,000 in stockholders' equity. As reported in the Troubled Company Reporter on March 18, 2010, Ernst & Young LLP, in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations since its inception. DYNAVAX TECHNOLOGIES: Reports Phase 1A & 1B Immunogenicity Data --------------------------------------------------------------- Dynavax Technologies Corporation reported last Friday, Feb. 18 in Geneva, Switzerland at the World Health Organization 7th Meeting on Evaluation of Pandemic Influenza Prototype Vaccines in Clinical Trials new Phase 1a and Phase 1b safety and immunogenicity data for its universal flu candidate vaccine. In an oral presentation, Dynavax's Robert Janssen, M.D., Senior Director, Clinical Research, described new findings for N8295, a fusion protein comprised of NP and M2e, two highly conserved influenza antigens covalently linked to Dynavax's proprietary second-generation TLR9 agonist, in combination with an investigational H5N1 avian influenza vaccine. The study evaluated 54 subjects, including 39 from the Phase 1a dose escalation study of N8295 and 15 from the Phase 1b dose escalation study of H5N1/N8295. Data from the Phase 1a and the Phase 1b study, initiated in September 2010, showed: * N8295 alone or combined with H5N1 vaccine was very safe and generally well tolerated; * The most common adverse events were mild, self-limited injection site reactions; * There were no SAEs; * All N8295 dose groups had an antibody response to M2e, and the placebo group did not; * All N8295 dose groups had an antibody response to NP, and the placebo group did not; * All N8295 dose groups had a cellular immune response to NP, and the placebo group did not; * The addition of N8295 to a non-immunogenic dose of H5N1 vaccine resulted in H1 responses in all N8295 dose groups. Dr. J. Tyler Martin, M.D., Dynavax President and Chief Medical Officer, said, "The results of these trials demonstrate that N8295 has the attributes we intended: safety, M2e and NP immunogenicity, and the ability to adjuvant the H1 response to a HA based vaccine. These data will allow us to move forward with planning for a Phase 2 proof-of-concept trial." Dynavax's Universal Flu Vaccine is designed to offer protection against divergent influenza strains as well as to increase the efficacy of a conventional influenza vaccine. Preclinical data have confirmed the expected immunogenicity and mechanistic effects of the vaccine candidate's novel components. The production of cytotoxic T-cells by NP and cytotoxic antibodies by M2e have been demonstrated in preclinical studies, as has an increase in neutralizing antibodies provided by a co-administered conventional influenza vaccine. A GLP toxicity study demonstrated that this Universal Flu vaccine candidate is well-tolerated. About Dynavax Technologies Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ: DVAX) -- http://www.dynavax.com/-- is a clinical-stage biopharmaceutical company. The Company discovers and develops novel products to prevent and treat infectious diseases. The Company's lead product candidate is HEPLISAV, an investigational adult hepatitis B vaccine designed to enhance protection more rapidly and with fewer doses than current licensed vaccines. As of Sept. 30, 2010, the Company had $61,790,000 in total assets; $21,026,000 total current liabilities, $6,012,000 deferred revenue, $10,540,000 long-term note payable to holdings, $944,000 long-term contingent liability to holdings, and $60,000 other long-term liabilities, and $23,208,000 in stockholders' equity. As reported in the Troubled Company Reporter on March 18, 2010, Ernst & Young LLP, in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations since its inception. EASTMAN KODAK: Incurs $687 Million Net Loss in 2010 --------------------------------------------------- Eastman Kodak Company filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $687 million on $7.18 billion of total net sales for the year ended Dec. 31, 2010, compared with a net loss of $210 million on $7.60 billion of total net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $6.24 billion in total assets, $7.31 billion in total liabilities and a $1.07 billion total deficit. As a result of goodwill impairment testing conducted by the Company between Jan. 26, 2011 and Feb. 25, 2011, the Company's net loss, as previously furnished on Form 8-K on Jan. 26, 2011, has been revised to reflect a non-cash goodwill impairment charge. Net loss has also been revised from the amount reported on Jan. 26, 2011 due to a change in estimate which decreased an accrual by $7 million. On Jan. 26, 2011 the Company reported a net loss for the year ended Dec. 31, 2010 of $70 million, or $.26 per basic and diluted share. The Company's net loss for the year ended Dec. 31, 2010 as reported in its Annual Report on Form 10-K is $687 million, or $2.56 per basic and diluted share. The $617 million increase in net loss for the year ended Dec. 31, 2010 is primarily due to the impairment of goodwill related to the Company's Film, Photofinishing, and Entertainment Group. As a result of its goodwill impairment testing conducted in connection with the preparation of its 2010 annual financial statements to be included in its Annual Report on Form 10-K, the Company concluded that goodwill associated with its Film, Photofinishing, and Entertainment Group was impaired, resulting in a pre-tax goodwill impairment charge of $626 million. The goodwill impairment charge is more fully disclosed in the Company's 2010 Annual Report on Form 10-K. A full-text copy of the annual report on Form 10-K is available for free at: http://ResearchArchives.com/t/s?740e About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of Dec. 31, 2010, the Company's balance sheet showed $6.84 billion in total assets, $7.34 billion in total liabilities and a $498 million deficit. As reported by the Troubled Company Reporter on Jan. 31, 2011, Standard & Poor's Ratings Services placed its 'B-' corporate credit rating for Kodak, as well as all related issue-level ratings on the Company's debt, on CreditWatch with negative implications. The CreditWatch placement follows Kodak's fourth- quarter earnings announcement. At Dec. 31, 2010, the Company's cash balance was $1.6 billion -- a decline from $2 billion at Dec. 31, 2009. Revenue declined 6% for the year. Traditional revenue declined 22%, while digital revenue increased 1% for the year. The Company's revenue, earnings, and cash flow in 2010 benefited from one-time intellectual property license transactions. S&P doesn't expect IP-related cash flow to recur at the same level in 2011. Standard & Poor's credit analyst Tulip Lim said, "We could lower the rating if we believe that the Company may not have sufficient liquidity for its needs in 2011 and 2012." EL PASO: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------ Debtor: El Paso Rivera Investments, Ltd. aka El Paso Rivera Investments 1901 E. Yandell Dr. El Paso, TX 79903 Bankruptcy Case No.: 11-30333 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: H. Christopher Mott Debtor's Counsel: E.P. Bud Kirk, Esq. Terrace Gardens 600 Sunland Park Drive, Bldg 4, #400 El Paso, TX 79912 Tel: (915) 584-3773 E-mail: budkirk@aol.com Scheduled Assets: $6,013,750 Scheduled Debts: $5,231,422 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb11-30333.pdf The petition was signed by Alfredo Rivera, managing member of G&A Rivera Properties LLC, Debtor's general partner. EVEREST HEIGHTS: Files for Bankruptcy Protection in Dallas ---------------------------------------------------------- Everest Heights Dallas Real Estate, Inc., filed a bare-bones Chapter 11 petition on Feb. 27, 2011 (Bankr. N.D. Tex. Case No. 11-31308). The Debtor estimated assets and debts of $10 million to $50 million. Its parent, Everest Heights Dallas, Inc., also filed for Chapter 11 (Bankr. N.D. Tex. Case No. 11-31309). According to state court filings, Everest Heights is the developer of a planned South Asian strip-mall in the neighborhood of Valley Ranch, in Irving, Texas. Everest bought the land for the project for $8,500,000. Construction of the project began but was suspended due to funding woes. Some of the lenders who provided funding for the project have commenced lawsuits against the Debtors. Two adversary proceedings against the Debtor were posted in the court's docket a day after the Chapter 11 filing: -- Adv. Pro. No. 11-03132, commenced by Ram Somaraju, Prasad Dodda, Vijay Nama, Amar Neburi, Gurram Gurram, Ram Thummala, Maheshwar Thummala against Everest Heights Dallas Real Estate, Inc., Valley Ranch United, LLC, Mansoor Shah, Jaipal Elete, Narsimha Elete, and Dheeraj Akula. -- Adv. Pro. No. 11-03133, commenced by Srinivas Kuthuru against Everest Heights Dallas Real Estate, Inc., Valley Ranch United, LLC, Mansoor Shah, and Jaipal Elete. The cases relate to civil actions which Valley Ranch removed from the district court to the bankruptcy court as the suits involve, inter alia, the priority and validity of competing liens on property of the bankruptcy estates, foreclosures of real property of the bankruptcy estates, as well as claims by and against the bankruptcy estates. The first suit is a petition filed on July 7, 2010, by Ram Somaraju, et al., in the 160th District Court, Dallas County, Texas, Cause No. 10-08267, asserting claims against Valley Ranch United, LLC, Everest Heights Dallas Real Estate, Inc., Jaipal Reddy Elete, Mansoor Shah, Narsimha Reddy Elete, and Dheeraj Akula for, inter alia, breach of contract, fraud, negligent misrepresentation, fraudulent conveyance, civil conspiracy, specific performance, lien foreclosure, unjust enrichment, civil theft, and rescission of investment funds. The second suit is a petition filed on June 9, 2010, by Srinivas Kuthuru filed a petition in the 193rd District Court, Dallas County, Texas, Cause No. 10-06857, asserting claims against Valley Ranch United, LLC, Everest Heights Dallas Real Estate, Inc., Jaipal Reddy Elete, and Mansoor Shah for breach of contract, fraud, negligent misrepresentation, fraudulent conveyance, civil conspiracy, specific performance, lien foreclosure and unjust enrichment. Valley Ranch United is represented by: J. Michael Sutherland, Esq. David G. Drumm, Esq. Luke Madole, Esq. Lisa M. Lucas, Esq. CARRINGTON, COLEMAN, SLOMAN & BLUMENTHAL, L.L.P. 901 Main Street, Suite 5500 Dallas, TX 75202 Tel: (214) 855-3000 Fax: (214) 855-1333 E-mail: msutherland@ccsb.com drumm@ccsb.com lmadole@ccsb.com llucas@ccsb.com EVEREST HEIGHTS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Everest Heights Dallas Real Estate, Inc. c/o Mark E. Andrews Cox Smith Matthews Incorporated 1201 Elm Street, Suite 3300 Dallas, TX 75270 Tel: (214) 698-7800 Bankruptcy Case No.: 11-31308 Chapter 11 Petition Date: February 27, 2011 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Mark Edward Andrews, Esq. COX SMITH MATTHEWS INCORPORATED 1201 Elm Street, Suite 3300 Dallas, TX 75270 Tel: (214) 698-7800 Fax: (214) 698-7899 E-mail: mandrews@coxsmith.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 Debtor-affiliate that filed separate Chapter 11 petition: Debtor Case No. ------ -------- Everest Heights Dallas, Inc. 11-31309 Assets: $10,000,001 to $50,000,000 Debts: $10,000,001 to $50,000,000 The Debtors both did not file a list of creditors together with their petitions. Everest Heights Dallas Real Estate's petition was signed by Venkat Reddy, president. Everest Heights Dallas, Inc.'s petition was signed by Rajesh Chalemela, vice president. EXTENDED STAY: Litig. Trustee Wants More Time to Object to Claims ----------------------------------------------------------------- Walker Truesdell Roth & Associates, in its capacity as the Extended Stay Litigation Trustee, asks the U.S. Bankruptcy Court for the Southern District of New York to extend the deadline for filing objections to claims for an additional 179 days, through and including September 2, 2011. Walker Truesdell administers the litigation trust established pursuant to the Joint Chapter 11 Plan of Reorganization of Extended Stay Inc.'s affiliated debtors as a mechanism to preserve alleged claims and to provide funding for the pursuit of those claims. As of Feb. 18, 2011, more than 1,700 proofs of claim were filed in the Chapter 11 cases of ESI's affiliated debtors. Combined with about 200 additional claims identified in their schedules of assets and liabilities and statements of financial affairs, the claims assert total liabilities of more than $9 billion. Out of the total number of filed and scheduled claims, more than 1,600 claims represent alleged general unsecured claims and mezzanine facilities claims. The Litigation Trustee specifically seeks a September 2 extended objection deadline for: (i) it to file its objections to general unsecured claims and mezzanine facilities claims; and (ii) the Reorganized Debtor Affiliates or NewCo to file their objections to the allowance of claims for which they are responsible for payment under their restructuring plan. Mark Power, Esq., at Hahn & Hessen LLP, in New York, says the Litigation Trustee will use the additional time to pursue the resolution of alleged general unsecured and mezzanine facilities claims to determine which of those claims should be allowed and which claimants qualify as litigation trust beneficiaries. During the past few months, the Litigation Trustee has reportedly been investigating and evaluating the litigation trust assets, especially those potential causes of action identified in the examiner's report and other claims that may be brought pursuant to Chapter 5 of the Bankruptcy Code. The Litigation Trustee recently completed a process for choosing special litigation counsel to represent the firm. The proposed extension would give the Litigation Trustee and its professionals, Mr. Power notes, the opportunity to conduct a claims analysis, and object to or negotiate the settlement of those claims to avoid the filing of numerous objections. "An extension serves to conserve judicial resources and minimize the burdens on this Court that would accompany unnecessary claims litigation," Mr. Power says in court papers. The Court will hold a hearing on March 22, 2011, to consider approval of the Litigation Trustee's request. The deadline for filing objections is March 16, 2011. Judge Peck has issued a bridge order, extending the claims objection deadline until the entry of a Court order on the extension request. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New York, as counsel. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: ESA Debtors Begin Omnibus Claims Objections ---------------------------------------------------------- Capstone Advisory Group LLC, ESA Properties L.L.C. and 73 of its debtor affiliates filed with the Court their first omnibus objection to 199 proofs of claim. Capstone Advisory serves as plan administrator under the Fifth Amended Joint Chapter 11 Plan of Reorganization of the ESA Debtors dated June 8, 2010. The ESA Debtor or the Plan Debtors are affiliates of Extended Stay Inc. The Plan Administrator and the Plan Debtors seek to reduce the claim amounts stated in 38 proofs of claim, which contradict the Debtors' books and records, and to disallow and expunge those proofs of claim in which the asserted amounts have been reduced to $0. A list of the Books and Records Claims is available without charge at: http://bankrupt.com/misc/ESI_1stOO_38B&RClaims.pdf The Plan Administrator and the Plan Debtors also ask the Court to: -- disallow and expunge eight claims that were not timely filed; -- 75 claims that have already been settled under the restructuring plan; -- 27 claims that are duplicative or have been amended by other claims; and -- 51 claims that have already been settled and paid in the ordinary course during the Debtors' Chapter 11 cases. Lists of the Disputed Claims are available without charge at: http://bankrupt.com/misc/ESI_1stOO_8UntimelyClaims.pdf http://bankrupt.com/misc/ESI_1stOO_75SatisfiedClaims.pdf http://bankrupt.com/misc/ESI_1stOO_27DuplicativeClaims.pdf http://bankrupt.com/misc/ESI_1stOO_51NoLiabilityClaims.pdf The Court will hold a hearing on March 22, 2011, to consider the Debtors' omnibus claims objection. The deadline for creditors to file objections to the proposed treatment of their claims is March 11, 2011. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New York, as counsel. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FAIRMOUNT MINERALS: Moody's Affirms 'B1' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed B1 corporate family rating and a B2 probability of default rating of Fairmount Minerals, Ltd. In addition, Moody's affirmed B1 rating of the company's amended and increased $1,075 million senior secured credit facility that includes $75 million revolver and $1,000 million senior secured term loan B. The rating outlook is stable. The recent amendment includes eliminating the company's $150 million Term Loan A, increasing its Term Loan B to $1.0 billion from $550 million, modifying covenants to allow for additional flexibility and lower pricing. The transaction will be used to fund a $300 million distribution to its shareholders. These ratings were affirmed in this rating action: * Corporate Family Rating B1; * Probability of Default Rating B2; * $1,075 million of senior secured credit facilities B1, LGD-3, 35%. Ratings Rationale The B1 CFR and B2 PDR, balance the company's revenue volatility, modest scale, limited product line and end-market diversification against its above average operating margins, high barriers to entry, large base of proven mineral reserves, and moderate debt leverage. While the proposed $300 million distribution weakens the company's leverage and coverage metrics, they remain within appropriate levels for the current ratings. Fairmount Minerals' most significant end-market, the natural gas exploration and drilling industry, is currently benefiting from robust activity despite weak natural gas prices and growing over- supply. This is in part due to robust flows of capital from strategic, financial, and foreign investors, despite weak near term economics. Moody's views the current pace of natural gas exploration and development as unsustainable barring an unforeseen near term strengthening of natural gas prices. Longer term, migration from oil and coal for energy, transportation, and heating, will continue to grow demand, supporting longer term pricing trends, but operators may experience several intervening boom-bust cycles along the way, which in turn would impact the demand for Fairmount's frac-sand. The stable outlook presumes that the company will carefully balance its leverage and other credit metrics with its acquisition strategy, primarily focusing on modestly sized tuck-in acquisitions that build upon its core strengths. The stable outlook presumes that adjusted debt-to-EBITDA remains below 4x and EBIT-to-Interest remains above 3.0x. Larger debt-financed acquisitions or declining demand from the oil and gas industry may result in negative rating pressure. Given anticipated volatility in the company's key natural gas development end market, and potential for future shareholder distributions, further credit rating improvement remains unlikely. The ratings would be considered for a downgrade in the event that the company's adjusted debt-to-EBITDA leverage exceeded 4.5x, liquidity were to appreciably tighten, or the business faced an unexpectedly sharp decline in pricing or volume. Fairmount Minerals, Ltd. headquartered in Chardon, OH, is a producer of silica sand and related materials used in oil and gas drilling, foundries, building materials, and other applications. Revenues in the fiscal year ended December 31, 2010, totaled $667 million. FIRST NATIONAL: Fitch Maintains Ratings on Negative Watch --------------------------------------------------------- Fitch Ratings has maintained the ratings for First National of Nebraska and all of its rated subsidiaries on Rating Watch Negative. Fitch's maintenance of the Rating Watch Negative reflects the stress on liquidity balances at FNNI, given required amortization payments on its term loan, and the need to either repay or refinance its term loan. At Dec. 31, 2010 the parent company had cash balances of $56.9 million compared to a term loan note balance of $93.8 million, which is due in June 2011. As such, Fitch believes that absent the extension or refinancing of the term loan or a capital raise to repay the loan, the parent company may be unable to meet its obligations. However, Fitch does note that there are efforts underway to address this potential liquidity issue, which include seeking approval to upstream $25 million to the parent company after the sale of the remaining 49% of its First National Merchant Solutions business, and efforts to extend or refinance the balance of the term loan. Resolution of the Rating Watch will be dependent on the outcome of the aforementioned initiatives at the parent. If FNNI is successful at refinancing its term loan or raising capital and is able to comfortably service its debt obligations and operating expenses over the next 12 to twenty-four months, Fitch could affirm the company's current ratings. Furthermore, Fitch notes that given FNNI's recent improvement in asset quality metrics as well as improved consolidated capital ratios, there could be some stability in the company's current ratings should it resolve its parent company liquidity issues. That said, should FNNI be unable to extend the maturity of the term loan note or significantly improve liquidity at the parent company in the very near term, a multi-notch downgrade of the ratings of both FNNI and its subsidiaries would be likely. FNNI has operations in Nebraska, Kansas, South Dakota, Colorado, Texas, and Illinois. The lead bank First National Bank of Omaha represents 88% of consolidated assets, and the company's credit card operations are housed in the lead bank. FNNI became a private company in 2002 and is controlled by the Lauritzen family. At Dec. 31, 2010 the bank had consolidated assets of $14.97 billion and $10.73 billion in managed loans. Fitch maintains these ratings on Rating Watch Negative: First National of Nebraska, Inc. -- Long-term Issuer Default Rating 'BB+'; -- Short-term IDR 'B'; -- Individual 'C/D'. First National Bank of Omaha -- Long-term IDR 'BB+'; -- Short-term IDR 'B'; -- Subordinated debt 'BB'; -- Long-term deposits 'BBB-'; -- Short-term deposits 'F3'; -- Individual 'C/D'. First National Bank (Fort Collins) -- Long-term IDR 'BB+'; -- Short-term IDR 'B'; -- Long-term deposits 'BBB-'; -- Short-term deposits 'F3'; -- Individual 'C/D'. First National Bank (North Platte) -- Long-term IDR 'BB+'; -- Short-term IDR 'B'; -- Long-term deposits 'BBB-'; -- Short-term deposits 'F3'. -- Individual at 'C/D'. Fitch has affirmed these ratings: First National of Nebraska, Inc. -- Support rating '5' -- Support Floor rating 'NF'. First National Bank of Omaha -- Support rating '5' -- Support Floor rating 'NF'. First National Bank (Fort Collins) -- Support rating '5' -- Support Floor rating 'NF'. First National Bank (North Platte) -- Support rating '5' -- Support Floor rating 'NF'. FORUM HEALTH: PBGC to Pay Pension Benefits ------------------------------------------ The Pension Benefit Guaranty Corporation will pay the pensions of almost 7,000 workers and retirees of Forum Health, a hospital in Youngstown, Ohio. PBGC, which safeguards the pensions of 44 million Americans, stepped in because the hospital has gone out of business. "PBGC is America's retirement safety net," said Director Josh Gotbaum. "When companies fail, we keep their pensions going." Forum Health retirees will continue to receive their monthly benefit without interruption, and other workers will receive their pensions when they are eligible to retire. Within the next several weeks, PBGC will send notification letters to all participants in the Forum Health plan. In general, PBGC will pay the benefit that a retiree would earn if they retired at age 65. However, there is a legal maximum, $54,000 per year for a 65-year-old, and lower for people who retire before age 65 or choose survivor benefits. In addition, certain early-retirement payments and recent benefit increases are generally not covered. "The PBGC trusteeship is a very important protection for the future of these pensions," said Congressman Tim Ryan (Ohio-17). "Retirement security is one of the fundamental concerns we all share throughout our lives, and I hope today's announcement alleviates any uncertainty of the pension plan's future for these retirees. I especially appreciate the cooperation of our local labor unions in working with hospital management to secure this agreement." In Ohio's 17th Congressional District, where Forum Health is located, the PBGC paid more than $115 million in pension benefits to over 13,000 residents last year. The agency also expects to send checks to another 6,000 residents upon retirement age. In total, PBGC contributed more than $550 million to Ohio's economy through benefit payments during 2010. If you have questions, go to the PBGC Web site, www.pbgc.gov or call toll-free at 1-800-400-7242. For TTY/TDD users, call the federal relay service toll-free at 1-800-877-8339 and ask for 800- 400-7242. Forum Health retirees who get their pension from the PBGC may be eligible for the federal Health Coverage Tax Credit. For more information, go the PBGC Web site at http://www.pbgc.gov/wr/benefits/hctc/hctc-faqs.html. PBGC, which receives no taxpayer funds, will take over the pension plan assets and use insurance premiums to pay covered benefits. According to PBGC estimates, the pension plan has $228 million to cover $402 million in benefit promises. The agency expects to pay $150 million of the $175 million shortfall. PBGC's action will not have a significant impact on the agency's financial statements. PBGC included an estimate of the Forum Health benefit payments in its fiscal year 2010 financial statements, in keeping with generally accepted accounting principles. About Forum Health Forum Health and its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). In its petition, Forum Health estimated $100 million to $500 million in assets and debts. McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A., serve as the Debtors' chapter 11 co-counsel. Huron Consulting Services LLC is the Debtors' Chief Restructuring Officer and Financial Support Personnel. Houlihan Lokey Howard and Zukin Capital, Inc. are the Debtors' investment bankers. Ernst & Young LLP is the Debtors' independent auditor. Baker and Hostetler and Thompson Hine LLP serve as special counsel. Squire, Sanders & Dempsey LLP serve as the bond counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. Alston & Bird LLP serves as counsel to the Official Committee of Unsecured Creditors. Grant Thornton LLP is the financial advisor to the Creditors Committee. FRE REAL ESTATE: Stipulation Relating to Motions to Dismiss Filed ----------------------------------------------------------------- Debtor FRE Real Estate, Inc., Wells Fargo Capital Finance, Inc., Petra CRE CDO 2007-1, Ltd., State Bank of Texas, American Bank of Commerce, RMR Investments, Inc., First Bank & Trust Co. and The Bank of Weatherford (collectively, "First Bank & Trust"), and Armed Forces Bank, N.A., successor by merger to Bank Midwest, N.A. (collectively, the "Lenders") and Sidney Wicks Revocable Trust Co. have filed a joint stipulation with the U.S. Bankruptcy Court for the Northern District of Texas relating to the hearing on the various motions to dismiss the Debtor's Chapter 11 case. As reported in the Troubled Company Reporter on Jan. 12, 2011, Wells Fargo Capital Finance, a major secured creditor of the Debtor, asked the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy case on the grounds that the Petition was filed in bad faith or, in the alternative, to convert the case to a Chapter 7 case. According to Wells Fargo, the bankruptcy filing was designed by the Debtor to impede Wells Fargo's ability to exercise its rights and remedies against TCI TCI Texas Properties, LLC, an affiliate of the Debtor -- and to wrongfully manipulate the bankruptcy system by frustrating the rights and remedies of numerous other secured creditors with other collateral transferred on the eve of bankruptcy by their respective borrowers into the Debtor. A copy of the joint stipulation is available for free at: http://bankrupt.com/misc/FREReal.jointstipulation.pdf About FRE Real Estate Dallas, Texas-based FRE Real Estate, Inc., owns, leases and operates approximately 38 parcels of real property located in Texas and Louisiana. In addition to approximately 29 parcels of raw land, the Debtor's real property holdings include approximately 6 operating office buildings, 1 apartment complex, and two airplane hangers, including a large income producing office building located just north of LBJ Freeway in Farmers Branch, Texas, known as "Fenton Centre" and an income producing office building in New Orleans, Louisiana, known as the "Amoco Building." FRE Real Estate filed for Chapter 11 bankruptcy protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210). John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $100 million to $500 million FRE REAL ESTATE: Regions Asks Court to Annul Automatic Stay ----------------------------------------------------------- Regions Bank, a creditor holding a claim secured by certain leasehold interests located in Dallas County, Texas. filed with the U.S. Bankruptcy Court for the Northern District of Texas on Feb. 22, 2011, a motion to retroactively annul the automatic stay, seeking a ruling from the Court that FRE Real Estate, Inc.'s bankruptcy filing does not invalidate the foreclosure sale conducted by the creditor on Feb. 1, 2011. Regions Bank has requested expedited consideration of the motion to be heard today, Feb. 28, 2011, at 9:30 a.m. If that motion is denied, no hearing will be conducted on the motion (to retroactively annual the automatic stay) unless a written response is filed with the Clerk of the bankruptcy Court before 4:00 p.m. within 15 days from the service of the motion. If no response is filed as required, the allegations in the creditor's motion for relief from the automatic stay will be deemed admitted. As of the Dec. 31, 2009, the date of the execution of the Ninth Modification to the Promissory Note (in the original principal amount of $4,400,000 in favor of Jefferson Heritage Bank, predecessor in interest to Regions Bank), the principal balance owed to Regions Bank was $2,281,817.64. Regions Bank alleges that without its prior consent or knowledge, on Dec. 23, 2010, Westgrove Air Plaza, Ltd., Ltd., a Texas limited partnership ("Borrower"), prepared and executed a "General Warranty Deed" purporting to convey all of its interest in the Property to "Fenton Real Estate, Inc.," apparently a former name for Debtor. This transfer recites as consideration a mere $10. The General Warranty Deed describing the Property was subsequently recorded on January 4, 2011. On Jan. 10, 2011, having no knowledge of the Borrower's transfer to Debtor, or Debtor's bankruptcy filing, Regions Bank, acting through Matthew Marchant, the duly-appointed substitute trustee, foreclosed on the Property on Feb. 1, 2011, and later that same day, submitted the Trustee's Deed electronically for recordation with the Dallas County Deed Records. Regions Bank says that Debtor FRE Real was never a borrower or guarantor under the Note, nor until Jan. 4, 2011, a record owner of the Property, nor a pledgor under the Deed of Trust. According to Regions Bank, it had no prior relationship with Debtor and knew nothing of its existence until subsequent to the foreclosure of the Property. Counsel for Regions Bank may be reached at: Robert P. Franke, Esq. Melissa L. Gardner, Esq. Strasburger & Price, LLP 901 Main Street, Suite 4400 Dallas, TX 75202 Tel: (214) 651-4300 Fax: (214) 651-4330 About FRE Real Estate Dallas, Texas-based FRE Real Estate, Inc., owns, leases and operates approximately 38 parcels of real property located in Texas and Louisiana. In addition to approximately 29 parcels of raw land, the Debtor's real property holdings include approximately 6 operating office buildings, 1 apartment complex, and two airplane hangers, including a large income producing office building located just north of LBJ Freeway in Farmers Branch, Texas, known as "Fenton Centre" and an income producing office building in New Orleans, Louisiana, known as the "Amoco Building." FRE Real Estate filed for Chapter 11 bankruptcy protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210). John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $100 million to $500 million. FRED & STEVE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Fred & Steve Enterprises, Inc. dba Coquina Lanes P. O. Box 350901 Palm Coast, FL 32135 Bankruptcy Case No.: 11-01235 Chapter 11 Petition Date: February 25, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Scott W. Spradley, Esq. LAW OFFICES OF SCOTT W. SPRADLEY PA P.O. Box 1 109 South 5th Street Flagler Beach, FL 32136 Tel: (386) 693-4935 Fax: (386) 693-4937 E-mail: scott.spradley@flaglerbeachlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-01235.pdf The petition was signed by Stephen L. Blaha, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- F & S Enterprises, LLC 11-01005 02/17/11 FT SILFIES: U.S. Trustee Gets More Time to Respond to Final Report ------------------------------------------------------------------ F.T. Sillies, Inc. and Price Trucking, Inc., and the United States Trustee stipulate and agree that the U.S. Trustee will have through and including March 11, 2011, to file its response to the Debtors' Final Report and Motion for Final Decree and to Modify Creditors' Trust Agreement. A copy of the stipulation dated Feb. 25, 2011, signed by Bankruptcy Judge Cara D. Chasney is available at http://is.gd/knzvrEfrom Leagle.com. F.T. Silfies Inc. and affiliate Price Trucking Inc. operate 150 tractors and almost 400 trailers. Silfies is based in Allentown, Pennsylvania, while Price has headquarters in Aberdeen, Maryland. Silfies and Price filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case Nos. 09-15049 and 09-15044) on March 25, 2009. Brent C. Strickland, Esq., J. Daniel Vorsteg, Esq., Cara D. Chasney, Esq., at Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland, served as counsel for the Debtors. Both Debtors said their assets and debts are less than $50 million. The Debtors filed a Consolidated Plan of Reorganization as Amended on October 13, 2009. The Bankruptcy Court confirmed the Debtors' Plan on November 20, 2009. GARDNER APARTMENTS: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Gardner Apartments LLC 6902 Ford Dr. NW Gig Harbor, WA 98335 Bankruptcy Case No.: 11-11973 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: James L. Day, Esq. BUSH STROUT & KORNFELD LLP 601 Union St Ste 5000 Seattle, WA 98101 Tel: (206) 292-2110 E-mail: jday@bskd.com Scheduled Assets: $2,840,327 Scheduled Debts: $5,073,429 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb11-11973.pdf The petition was signed by Donald L. Gardner, manager. GENERAL MOTORS: Creditors Overwhelmingly Vote to Accept Plan ------------------------------------------------------------ Jeffrey S. Stein, vice president of The Garden City Group, Inc., filed with the Court on February 24, 2011, tabulation of votes received for the Amended Joint Chapter 11 Plan of Reorganization for Old GM. Only Classes 3 and 5 are entitled to vote on the Plan. Mr. Stein clarifies that the tabulation of Class 3 votes exclude Eurobond Claims or Nova Scotia Guarantee Claims, which are subject of a separate declaration filed by Epiq Bankruptcy Solutions, LLC. Accept Reject ------ ------ Dollar No. of Dollar No. of Amount/ Votes/ Amount/ Votes/ Class Percentage Percentage Percentage Percentage ----- ---------- ---------- ---------- ---------- 3 $1,672,139,714 947 $1,717,925,201 61 (49.32%) (93.95%) (50.68%) (6.05%) 5 $17,027 17,027 $386 386 (97.78%) (97.78%) (2.22%) (2.22%) Jane Sullivan, executive vice president of Epiq, submitted on February 24 a tabulation of ballots to the Plan with respect to Class 3 Debt Securities: Accept Reject ------ ------ Dollar No. of Dollar No. of Amount/ Votes/ Amount/ Votes/ Class Percentage Percentage Percentage Percentage ----- ---------- ---------- ---------- ---------- 3 (Voting Securities $16,259,369,870 84,238 $1,378,248,036 2,861 Only) (92.19%) (96.72%) (7.81%) (3.28%) Combined Tally of Class 3 Votes Accept Reject ------ ------ Dollar No. of Dollar No. of Amount/ Votes/ Amount/ Votes/ Class Percentage Percentage Percentage Percentage ----- ---------- ---------- ---------- ---------- 3 $17,931,509,584 85,185 $3,096,173,237 2,922 (85.28%) (96.68%) (14.72%) (3.32%) Full-text copies of (1) GCG'S tabulation report, including detailed accounting of (i) the consolidated tabulation, (ii) per Debtor tabulation and (iii) invalid ballots; and (2) Epiq's tabulation report that include a schedule of votes that were excluded in the tabulation, are available for free at: http://bankrupt.com/misc/GM_GCGTabulationReport.pdf http://bankrupt.com/misc/GM_EpiqTabulationReport.pdf 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 Addresses Objections to Ch. 11 Plan ---------------------------------------------------------- Motors Liquidation Company and its debtor affiliates submitted to Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York a memorandum in support of their Amended Joint Chapter 11 Plan of Reorganization. Through evidence to be presented at the confirmation hearing, the Debtors will demonstrate, by a preponderance of evidence, that Section 1129 of the Bankruptcy Code has been satisfied with respect to the Plan, Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York, tells Judge Gerber. The Plan is the result of protracted negotiations with the Debtors' various creditors and parties-in-interest, including various state and federal governmental units and regulators that resulted in several consensual agreements. The Plan is premised in part, on the approval of the Environmental Response Trust Consent Decree and Settlement Agreement and the Priority Order Sites Consent Decrees and Settlement Agreements, as well as the settlements reached with the Official Committee of Unsecured Creditors Holding Asbestos Related Claims, the Future Claims Representative and the Official Committee of Unsecured Creditors. Among others, the Environmental Response Trust Consent Decree and Settlement Agreement has been the foundation of, and a critical factor, in the formulation of the Plan because it was the only way for the Debtors' owned sites to satisfy (i) the U.S. Environmental Protection Agency's administrative expense claim for remediation of environmental liabilities and (ii) the Debtors' obligation to manage their property in accordance with environmental statutes. Mr. Miller asserts that each member of an impaired Class will receive under the Plan a larger recovery than that member would otherwise receive in a Chapter 7 liquidation because the DIP Lenders' substantial contributions to fund the Plan, and the various settlements reached under the Plan. The Debtors reasonably project that Post-Effective MLC and the Trusts established under the Plan will have sufficient assets to satisfy all of their obligations through the complete implementation of the Plan, thus satisfying the feasibility standard of Section 1129(a)(11) of the Bankruptcy Code, he says. Mr. Miller further notes that the Plan has been accepted by creditors holding more than two-thirds in amount and one-half in number in each of the Classes entitled to vote under the Plan. Specifically, Class 3 General Unsecured Claims and Class 5 Asbestos Personal Injury Claims are impaired and have voted to accept the Plan in accordance with Sections 1126(c) and(d) of the Bankruptcy Code. The Plan is fair and equitable in that no senior Classes are being paid more than 100% of their Claims and creditors in Classes 3 and 4 are receiving significantly less than 100% of their Claims, he insists. Despite certain characterizations in the objections to the confirmation of the Plan, the releases are not third-party releases as they are being provided only by the Debtors and their estates, Mr. Miller clarifies. The Debtors are not aware of the existence of any potential causes of action against the released parties. The exculpation and injunction Provisions are customary in this district and merely seek to assure that parties do not interfere with the consummation and implementation of the Plan and all the transactions contemplated thereby, he maintains. Mr. Miller discloses that 12 objections to the confirmation of the Plan have been filed and served by various parties in interest. In addition, the Debtors have received approximately fifty objections to the Debtors' Disclosure Statement and/or confirmation of the Plan that can best be described as general statements of dissatisfaction with the 363 Transaction or the inevitable effects of chapter 11 on creditors and equity holders. Specific Response to Confirmation Objections (1) M-Heat According to the Debtors, the Plan does not affect the right of setoff or recoupment, if any, of M-Heat Investors, LLC and Chapter 7 trustee of Micro-Heat, Inc. The Microheat Claimants and the Debtors executed a stipulation providing that all matters will be adjudicated by the Court to the extent the Alternative Dispute Resolution Procedures fail. Mediation is scheduled to take place on March 1, 2011. (2) JPMorgan JPMorgan Chase Bank, N.A.'s Administrative Expenses relating to litigation expenses for the Term Loan Avoidance Action are appropriately allocated in the GUC Trust's budget, Mr. Miller says. Specifically, $1.5 million has been allocated for reimbursement of potential legal fees incurred by the defendants in the Term Loan Avoidance Action, subject to the Debtors' rights to challenge reasonableness and to seek disgorgement of all amounts paid and/or to be paid in the event JPMorgan's liens are avoided. The Debtors believe the Allocated Amount is more than enough to address this obligation. To be clear, the Debtors and the GUC Trust do not intend to withhold Class 3 distributions to financial institutions that are defendants in the Term Loan Avoidance Action unless and until the time as the Court determines that those financial institutions are required to disgorge payments received, he clarifies. Similarly, the Debtors do not intend to offset or withhold distributions to defendants in the Term Loan Litigation with respect to unrelated claims they may have based on the Term Loan Litigation. (3) Town of Salina All Claims, Allowed or Disputed, are entitled to a pro rata distribution of the Debtors' assets, regardless of when they are Allowed, says Mr. Miller. The Plan provides for appropriate reserves for all three claims filed by the Town of Salina. Thus, the Plan does not discriminate against holders of General Unsecured Claims relating to environmental claims, which in fact, will receive enhanced recoveries as a result of the Priority Order Sites Consent Decrees and Settlement Agreements and the Environmental Response Trust Consent Decree and Settlement Agreement, he insists. (4) Onondaga County, New York The Debtors disagree and believe that the Priority Order Sites Consent Decrees and Settlement Agreements and the Environmental Response Trust Consent Decree and Settlement Agreement will be approved at of the Confirmation Hearing. (5) State of New York Mr. Miller asserts that Wilmington Trust Company is a well- respected indenture trustee, and its role in the GUC Trust will be adequately overseen by the GUC Trust Monitor. The Debtors also do not believe there is conflict of interest in having Wilmington Trust serve as GUC Trust Administrator and Avoidance Action Administrator. It would add unnecessary costs to have yet another trustee or administrator for the very limited purpose of serving as the Avoidance Action Trust Administrator, he says. (6) NCR Corporation The Debtors dispute NCR Corporation's contention that they hold property in trust belonging to NCR. Nevertheless, the Debtors believe that they will hold as of and after the Effective Date sufficient reserves to satisfy this claim in full should NCR be successful in its adversary proceeding. (7) California Department of Toxic Substances Control The Department's Objection is being consensually resolved by the parties, Mr. Miller discloses. To the extent that the Objection is not resolved by the time of the Confirmation Hearing, the Debtors reserve their right to respond to each of the Objections raised by CDTSC. (8) Centerpoint Associates, LLC This Objection has been resolved. (9) Appaloosa Management L.P.; Aurelius Capital Management, LP; Elliot Management Corporation and Fortress Investment Group LLC as joined by Anchorage Capital Master Offshore Ltd.; Canyon-GRF Master Fund, L.P.; Canyon Value Realization Fund L.P.; CSS, LLC; CQS Directional Master Fund Inc.; KIVU Investment Fund Limited; Knighthead Master Fund, LP; LMA SPC for and on behalf of MAP 84, Lyxor/Canyon Realization Fund, Ltd., Onex Debt Opportunity Fund, Ltd., Redwood Master Fund Ltd, and The Canyon Value Realization Master Fund, L.P. Mr. Miller asserts that the Nova Scotia Noteholders' real issue is with the objection to their Claims rather than the reserve mechanism in connection with Disputed Claims. However, there is no requirement that a Chapter 11 plan mandate that disputed claims receive a distribution prior to a complete resolution of the dispute, he contends. To the extent the Plan precludes a distribution solely based on other provisions of the Plan which permit the retention of the Nova Scotia Noteholders' Claim for limited purposes, such inconsistency will be remedied, he says. He also clarifies that the GUC Trust Agreement merely provides for limited flexibility necessary for the efficient administration of the GUC Trust; it does not affect any substantive rights of the holders of Allowed Claims. (10) Nova Scotia Finance Company trustee Green Hunt Wedlake, Inc., trustee of General Motors Nova Scotia Finance Company. There is no basis for asserting a lack of good faith pursuant to Section 1129(a)(3) of the Bankruptcy Code because the Plan provides that no distribution will be made with respect to Disputed Claims until the dispute is fully resolved, Mr. Miller argues. He insists that the treatment provided for in the Plan and the GUC Trust Agreement is not vague. The GUC Trust Agreement is absolutely clear: The GUC Trust Administrator may, if it determines in good faith that it is necessary to carry out the intent of the Plan, the Confirmation Order, and the GUC Trust Agreement, make distributions not in technical compliance with the GUC Trust Agreement, he points out. (11) NUMMI The Debtors have specifically provided, in their proposed Confirmation Order, that New United Motor Manufacturing, Inc., is not be barred from prosecuting its adversary proceeding against the Debtors, Mr. Miller notes. The Debtors have also specifically provided in their proposed Confirmation Order that NUMMI's dissolution be governed by its governing documents. The Debtors do not believe that NUMMI has a valid Administrative Expense and will be filing an objection to NUMMI's Administrative Expense request. (12) Allstate Insurance In response to Allstate Insurance Company, solely as successor- in-interest to Northbrook Excess and Surplus Insurance Company, the Debtors say they are working with Northbrook to address their concerns and believe that this objection will be resolved. To the extent it is not resolved, Mr. Miller argues that Section 1129 does not require that a plan contain specific "insurance neutral language" in order to be confirmed. However, the plan is "insurance neutral" in that the Debtors do not intend to give themselves or subsequent transferees of the policies any greater rights than they would otherwise have, he explains. The Plan is also not drafted to extend the jurisdiction of the Court beyond the limits proscribed in the U.S. Constitution and governing statutes, but rather to provide that the Court's retention of jurisdiction is as broad as permissible under those authorities, he insists. A full-text copy of the Debtors' response to Plan Confirmation Objections are available for free at: http://bankrupt.com/misc/GM_ConfObjSummary.pdf The Debtors intend to update the Court on remaining Objections and any resolutions reached by the parties prior to the Confirmation Hearing. In support of confirmation of the Plan, Thomas A. Morrow, a managing director for AlixPartners, LLP, and vice president of Motors Liquidation Company, filed a declaration affirming that the Plan satisfies Section 1129. He adds that the proposed reserves to be established for the fully unliquidated Claims, inclusive of the projected cushion, should result in sufficient assets to fully implement the Plan in accordance with its terms. The Court issued an order regarding the conduct of the confirmation hearing to commence on March 3, 2011, a full-text copy of which is available for free at: http://bankrupt.com/misc/GM_ConfHearingAdminOrder.pdf Appaloosa, et al., File Supplement to Plan Confirmation Objections In compliance with the Confirmation Administrative Order, the Appaloosa Noteholders, the Nova Scotia Trustee, and Allstate filed separate supplements to their Plan Confirmation Objections. The Confirmation Administrative Order provides that the Court will only consider as precedent orders that have been entered in other cases unless a copy of the order is included in the submission and the pleading includes a discussion of, among other things, the procedural context in which the order was taken. The Objecting Parties related that their Plan Confirmation Objections cites: (i) as to the Appaloosa Noteholders, the provisions of a number of unpublished confirmation orders and confirmed Chapter 11 plans and states that the cited provisions were Undisputed; (ii) with respect to the Nova Scotia Trustee, a bench decision In re Chemtura Corp., No. 09-11233 (Bankr. S.D.N.Y. Nov. 5, 2010) and plans of reorganization cited in the Nova Scotia Trustee's Objection; and (iii) as to Allstate, a November 3, 2010 decision In re Chemtura and the plan of reorganization mentioned in Allstate's Objection. The Parties thus filed supplements containing detailed description and further explanation with respect to the plans and orders cited in the Plan Confirmation Objections are available for free at: http://bankrupt.com/misc/GM_AppaloosaSupplement.pdf http://bankrupt.com/misc/GM_NovaScotiaTrusteeSupplemnt.pdf http://bankrupt.com/misc/GM_AllstateSupplement.pdf The Objecting Parties note that due to the volume of the documents, copies of the plans and orders cited in the Plan Confirmation Objections have not been filed as exhibits. Copies of the documents are only being provided to Judge Gerber and upon request by e-mail to: * Appaloosa Noteholders, at cusumanod@gtlaw.com * the Nova Scotia Trustee, at afoley@akingump.com * Allstate, at ncurto@windelsmarx.com 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: Panel Says Plan Gives Best Recovery for Unsecureds ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in Old GM's Chapter 11 cases believes that the Debtors' Joint Amended Chapter 11 Plan of Reorganization provides the best possible recovery for unsecured creditors. The Creditors' Committee also addressed assertions in certain of the objections that (i) the Plan improperly discriminates between similarly situated creditors, (ii) the Plan was not proposed in good faith, and (iii) Wilmington Trust Company is conflicted from serving as GUC Trust Administrator. Counsel to the Creditors' Committee, Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, asserts that the Plan and all related agreements, including the GUC Trust Agreement, provide for the same treatment for each claim within a class as required by Section 1123(a)(4) of the Bankruptcy Code. The Objecting Nova Scotia Noteholders' argument is thus unfounded given that the GUC Trust Agreement provides that absent agreement between the parties or estimation by the Court, the reserve will be based on the liquidated amount set forth in the proof of claim, he argues. In asserting that the Plan was not proposed in good faith, the Nova Scotia Noteholders ignore the fact that the Creditors' Committee has asked the Court to disallow each of their claims, Mr. Mayers points out. Thus, there is no undisputed portion of either claim that could or should otherwise be entitled to a distribution under the Plan, he asserts. The Committee has also objected to the claims asserted by the Nova Scotia Noteholders and Nova Scotia Trustee under Section 502 of the Bankruptcy Code, which provides that a proof of claim will not be deemed allowed where a party in interest objects, he contends. Mr. Mayers further avers that the California Department of Toxic Substances Control, the State of New York on behalf of the New York State Department of Environmental Conservation, and the Town of Salina of the State of New York unjustifiably attack WTC in its current and future roles in these Chapter 11 cases. He explains that upon the Effective Date, the Creditors' Committee will dissolve and WTC will be resigning from its position as a member and the chair of the Creditors' Committee. As of the Effective Date, WTC will be focused on serving trust beneficiaries in its capacity as GUC and Avoidance Action Trust Administrators, he points out. Although the Creditors' Committee supports the Plan as filed and its related agreements, the Creditors' Committee reserves its right to the extent changes to be made on those documents will be material. The Creditors' Committee also supports the Plan on the condition, and in full expectation, that the confirmation order will be reasonably satisfactory to it and will make all findings required by the Bankruptcy Code based on evidence to be presented at the Confirmation Hearing. In another filing, WTC, as indenture trustee, responds to the objections filed by the CDTSC, the New York State, and Salina with respect to WTC's roles in the Plan. WTC's counsel, Matthew J. Williams, Esq., at Gibson, Dunn & Crutcher LLP, in New York, avers that the payment of prepetition and postpetition fees and expenses of indenture trustees is not only appropriate and supported by applicable law, it is also commonplace and customary in the Chapter 11 plan context. With respect to the fees and expenses of WTC as indenture trustee, the Plan provides that those fees are to be paid only following a reasonableness review to be performed by every major debtor and creditor constituency, with the Court retaining ultimate authority to hear any disputes regarding that reasonableness, he points out. Similarly, the arguments of the Objectors that the "multiple roles" proposed for WTC under the Plan result in disabling conflicts of interest are overstated and misguided, Mr. Williams argues. WTC's serving as trust administrator to the GUC Trust and Avoidance Action Trust can not lead to a conflict of interest as the purpose of both of these trusts is the same -- to distribute the remaining assets of MLC to creditors of the MLC estate, he stresses. While WTC will continue to serve as indenture trustee after the Effective Date, the scope of its rights and obligations in that capacity will be stripped to all but the ministerial duties of disbursing cash, stock and warrants received as Plan distributions from each of the trusts following the Effective Date, he insists. As to the Objectors' concerns of the GUC Trust's lack of oversight and controls, the Plan clearly provides that the GUC Trust Monitor be appointed by the Creditors' Committee, an independent body which was appointed by the U.S. Trustee for Region 2 and represents the interests of all unsecured creditors, Mr. Williams points out. Bankruptcy Court approval is also required before the administrator for the GUC Trust can take any actions which might affect recoveries to unsecured creditors, he notes. 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: FCR Supports Confirmation of Amended Ch. 11 Plan ---------------------------------------------------------------- Dean M. Trafelet, future claimants' representative, says the Amended Joint Chapter 11 Plan of Reorganization constitutes a fair and equitable scheme for the resolution and satisfaction of the myriad issues, claims and interests in the Debtors' Chapter 11 cases. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, in Dallas, Texas, stresses that the Asbestos Trust mechanism in the Debtors' Chapter 11 cases is the result of extensive negotiations among the Debtors, the FCR and the Official Committee of Unsecured Creditors Holding Asbestos- Related Claims. The Asbestos Trust, he insists, meets the exigent circumstances of the Debtors' Chapter 11 cases, while at the same time providing adequate means to satisfy the Debtors' present and future asbestos liabilities. Mr. Esserman notes that although none of the confirmation objections relates directly to the Asbestos Trust or the treatment of Asbestos Personal Injury Claims under the Plan, certain confirmation objections seek changes to the Plan, which are unwarranted, lack any legal basis, and would negatively affect the interests of Asbestos Claimants: * The Town of Salina, New York has asserted that the Plan should require the GUC Trust to make initial distributions in only half the amount of allowed claims, so that Salina may be sure that there are sufficient funds to pay its claims should they be allowed. However, Mr. Esserman argues that it would be wholly improper and unprecedented under the circumstances to withhold hundreds of millions of dollars of allowed claims amounts so that a relatively minor creditor may rest at ease that its disputed claim may be paid, if it is ultimately allowed. * New United Motor Manufacturing, Inc. has raised concerns that it will receive reduced distributions on its disputed claim compared to other general unsecured creditors and asked that the Debtors establish a reserve to cover the full $500 million dollars of its asserted claims. As the Debtors' Claims Reserve Motion already provides for a $500 million reserve for NUMMI's asserted claims, the Objection should be overruled, Mr. Esserman asserts. * The State of New York contends that there should be a mechanism in place to guarantee the value of GM common stock will remain stable. However, no Plan -- and no Court for that matter -- can guarantee that stock will maintain or improve its value, Mr. Esserman asserts. decrease. 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) GERARD TROOIEN: Trustee Wants Chapter 7 Liquidation --------------------------------------------------- Sam Black, staff writer at the Minneapolis/St. Paul Business Journal, reports that developer Jerry Trooien's company owns more than 1.5 million square feet of space in and around the Twin Cities, and much of that may be sold through Trooien's bankruptcy proceedings. According to the Journal, that could happen either through a reorganization plan, or a forced sale if U.S. Bankruptcy Court agrees with the trustee and converts the case from Chapter 11 to Chapter 7. Based in St. Paul, Minnesota, Gerald Trooien aka Jerry Trooien filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 10-37695) on Oct. 25, 2010. Judge Nancy C. Dreher presides over the case. Douglas W. Kassebaum, Esq., and James L. Baillie, Esq., at Fredrikson & Byron, P.A., represents the Debtor. The Debtor estimated assets between $1 million and $10 million, and debts between $100 million and $500 million. GISCO INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Gisco, Inc. 102 Wyche Jones Lane Brunswick, GA 31523 Bankruptcy Case No.: 11-20230 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Southern District of Georgia (Brunswick) Debtor's Counsel: C. James McCallar, Jr., Esq. MCCALLAR LAW FIRM P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 E-mail: mccallar@mccallarlawfirm.com Scheduled Assets: $3,172,330 Scheduled Debts: $2,926,258 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb11-20230.pdf The petition was signed by Brent S. Thomas, CEO. GLOBAL CROSSING: $700,000 Cash Bonus to 5 Executives Approved ------------------------------------------------------------- Effective Feb. 22, 2011, the Compensation Committee of the Board of Directors of Global Crossing Limited approved cash bonus payouts under the Company's 2010 discretionary incentive compensation bonus program. The approved bonus payouts for the executive officers named in the Summary Compensation Table of the Company's proxy statement for its 2010 Annual General Meeting of Shareholders are: 2010 Annual Bonus Payout John J. Legere $385,000 Hector R. Alonso $93,200 David R. Carey $96,688 Daniel J. Enright $91,000 John A. Kritzmacher $125,125 About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) is a global IP and Ethernet solutions provider with the world's first integrated global IP-based network. The company offers a full range of data, voice and collaboration services with an industry leading customer experience and delivers service to approximately 40% of the Fortune 500, as well as to 700 carriers, mobile operators and ISPs. It delivers converged IP services to more than 700 cities in more than 70 countries around the world. The Company's balance sheet at Sept. 30, 2010, showed $2.24 billion in total assets, $2.74 billion in total liabilities, and a stockholders' deficit of $502.0 million. * * * In November 2010, Moody's Investors Service affirmed the Company's 'B3' corporate family and probability of default ratings. Global Crossing's B3 ratings are influenced primarily by the company's participation in a highly competitive telecommunications arena, its relatively poor EBITDA margins, limited free cash generating capacity, and significant debt load. GRAND PARKWAY: US Trustee Wants Chapter 11 Case Dismissed --------------------------------------------------------- Judy A. Robbins, the U.S. Trustee for Region 7, asks the U.S. Bankruptcy Court for the Southern District of Texas to dismiss the Chapter 11 proceeding of Grand Parkway Equities Ltd. because the Debtor: -- has not filed a disclosure statement or plan of reorganization; -- has not filed monthly operating reports for May - December 2010; and -- currently owes 3rd quarter 2010 fees in the amount of $325 and will owe 4th quarter 2010 and 1st quarter 2011 fees in the amount of $650. In addition, the U.S. Trustee asks the Bankruptcy Court to order the Debtor to pay outstanding quarterly fees. About Grand Parkway Equities Richmond, Texas-based Grand Parkway Equities, Ltd. filed for Chapter 11 on February 2, 2010 (Bankr. S.D. Tex.Case No. 10- 31013). Richard L. Fuqua, II, Esq. at Fuqua & Keim assists the Debtor in its restructuring effort. In its petition, it estimated assets between $10,000,001 to $50,000,000 and debts between $1,000,001 to $10,000,000. GREAT EAST: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Great East Land Hotel Group, Inc. dba La Quinta Inn Suites Eastland, TX 19554 Gifford Street Reseda, CA 91335 Bankruptcy Case No.: 11-12415 Chapter 11 Petition Date: February 25, 2011 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Victoria S. Kaufman Debtor's Counsel: Michael H. Raichelson, Esq. THE LAW OFFICES OF MICHAEL H. RAICHELSON 6400 Canoga Avenue, Suite 352 Woodland Hills, CA 91367 Tel: (818) 444-7770 Fax: (818) 444-7776 E-mail: mhr@cabkattorney.com Scheduled Assets: $3,027,236 Scheduled Debts: $4,698,574 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-12415.pdf The petition was signed by Sukhmander Singh Samra, president. GSC GROUP: Court Okays Shearmann & Sterling as Trustee's Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized James L. Garrity, Jr., the Chapter 11 Trustee of GSC Group Inc. and its debtor-affiliates, to employ Shearman & Sterling LLP as his counsel. Among other things, the firm will: i) advise the Trustee with respect to his powers and duties as a trustee in the Debtors' bankruptcy proceedings and in connection with the operation of the Debtors' businesses; ii) advise the Trustee with respect to contracts entered into by the Debtors, including with respect to certain "management fee contracts" with various limited partnerships, trusts and similar entities; iii) advise the Trustee regarding any sale and/or conveyance of property of the Debtors' estates; iv) investigate, prosecute, and settle any causes of action brought by or against the Debtors' estates; and v) advise the Trustee on legal matters regarding bankruptcy, litigation, corporate, securities, tax, regulatory, finance, employment, intellectual property and real estate law. The firm's professionals and their compensation rates: Designations Hourly Rates ------------ ------------ Partners $740 to $995 Counsel & Specialists $560 to $850 Associates $345 to $630 Legal Assistants $185 to $245 The firm assures the Court that it is a "disinterested person" within the meaning of Section 101(14) of the bankruptcy code. About GSC Group Florham Park, New Jersey-based GSC Group, Inc. -- http://www.gsc.com/-- is a private equity firm specializing in mezzanine and fund of fund investments. It filed for Chapter 11 bankruptcy protection on August 31, 2010 (Bankr. S.D.N.Y. Case No. 10-14653). Michael B. Solow, Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice and claims agent. Capstone Advisory Group, LLC, is the Debtor's financial advisor. The Debtor estimated its assets at $1 million to $10 million and debts at $100 million to $500 million. GRUMMAN OLSON: Bankr. Court Won't Hear Successor Liability Suit --------------------------------------------------------------- Morgan Olson, LLC., v. John Frederico and Denise Frederico, Adv. Pro. No. 10-3052 (Bankr. S.D.N.Y.), concerns the extent of in personam relief that a court can grant to a buyer under 11 U.S.C. Sec. 363(f). Morgan Olson LLC purchased Grumman Olson Industries, Inc.'s assets at a bankruptcy sale free and clear of liens, claims and interests. The sale order also exonerated Morgan from certain successor liability claims. John and Denise Frederico subsequently sued Morgan as the debtor's successor, contending that they were injured after the bankruptcy sale by a product manufactured and sold by the debtor before the bankruptcy. In response, Morgan commenced the adversary proceeding for declaratory and injunctive relief barring the Fredericos from proceeding against Morgan in state court, and each side moved for summary judgment. Bankruptcy Judge Stuart M. Bernstein granted the Fredericos' motion, denied Morgan's motion, and dismissed the complaint. According to Judge Bernstein, the sole relief sought in the Complaint was a declaration that the relevant provisions of the Bankruptcy Code and the Sale Order absolved Morgan of successor liability and an order directing the Fredericos to dismiss Morgan from their state court action. Judge Bernstein held that the Fredericos' claim is not affected by the Sale Order and that injunctive relief is inappropriate. Hence, he said, the Court has exhausted its post-confirmation jurisdiction. The Court expresses no view on whether Morgan is liable to the Fredericos under state law, and leaves the question to the state courts. A copy of the Court's Feb. 25, 2011 Memorandum Decision and Order is available at http://is.gd/qliwVvfrom Leagle.com. About Grumman Olson Grumman Olson Industries, Inc., which derived its operating revenues primarily from the sale of truck bodies, filed for chapter 11 protection on December 9, 2002 (Bankr. S.D.N.Y. Case No. 02-16131). Sanford Philip Rosen, Esq., at Sanford P. Rosen & Associates, P.C., and James M. Matthews, Esq., at Carl A. Greci, Esq., represent the Debtor in its restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. When the Company filed for protection from its creditors, it disclosed $30,022,000 in total assets and $38,920,000 in total debts. On Oct. 19, 2004, the Court confirmed the first amended joint liquidating plan proposed by the Debtor and the Committee. The plan took effect on Nov. 10, 2005. HARTFORD FINANCIAL: Fitch Holds BB Ratings on Jr. Sub. Debentures ----------------------------------------------------------------- Fitch Ratings has affirmed all Issuer Default Ratings, debt and Insurer Financial Strength ratings for the Hartford Financial Services Group, Inc., and its primary life and property/casualty insurance subsidiaries. The Rating Outlook has been revised to Stable from Negative. The Outlook revision to Stable reflects the improvement in net earnings and capitalization, a significantly reduced gross and net unrealized investment loss position and a decreased risk profile within the investment portfolio. Fitch's rating rationale for the affirmation of HFSG's ratings reflects the company's reasonable financial leverage, continued favorable underwriting performance of the property/casualty group compared to the industry and peers and sizable levels of holding company cash and financial resources. The ratings also reflect HFSG's ongoing exposure to credit and investment risks, particularly in its life asset portfolio where it has above average exposure to commercial real estate related investments. Hartford Life has execution risk associated with its strategy to increase certain businesses, such as pension assets, retail mutual funds, and to leverage its distribution and brand name in protection related businesses such as life and group benefits business lines. The life insurance operation also faces ongoing challenges related to its large book of in-force variable annuities (VA) with benefit guarantees. HFSG posted GAAP net income of $1.7 billion in 2010, following net losses of $887 million in 2009 and $2.7 billion in 2008. The improvement was driven by significantly reduced levels of net realized capital losses, including other-than-temporary impairment losses, and a favorable impact of deferred acquisition cost unlocks in its variable annuity business in 2010 compared to a sizable negative impact in 2009 and 2008. HFSG improved its gross unrealized investment loss position in 2010 to $3.5 billion at Dec. 31, 2010, down considerably from gross loss positions of $7.1 billion at year-end 2009 and $14.6 billion at year-end 2008, as credit and investment markets recovered in 2009 and 2010. The net unrealized investment loss position was $0.6 billion at year-end 2010. The unrealized losses reflect HFSG's above average exposure to commercial mortgage- backed securities, collateralized debt obligations, and sub-prime residential mortgage-backed securities. Favorably, HFSG has reduced its investment risk, reallocating its investment portfolio to securities with more favorable risk profiles and reducing its exposure to real estate related securities, financial companies, high yields, and hedge funds. Longer term, the company expects to further reduce its exposure to structured assets in CMBS and asset-backed securities, increase portfolio credit quality, and reduce overall portfolio leverage. While the group's credit-related investment losses have declined significantly for 2010, RMBS and commercial mortgage-related investments are expected to remain at elevated levels in 2011. However, Fitch now views the risk for future investment losses to be fully reflected within the current ratings. Fitch views favorably the improvement in life insurance profitability and stability demonstrated in 2010, but believes that intermediate term growth in earnings will be challenged by its concentration in lower margin, competitive retirement savings businesses and a group benefits operation that is experiencing higher loss ratios. The ratings for Hartford's life operations reflect adequate U.S. consolidated statutory capital position. Fitch expects consolidated U.S. life insurance risk adjusted capital to remain approximately at current levels in 2011. HFSG's capital position improved in 2010, with GAAP shareholders' equity of $20.3 billion at Dec. 31, 2010, up 14% from $17.9 billion at year-end 2009. HFSG's equity credit adjusted debt-to-total capital ratio (including accumulated other comprehensive income) remains reasonable, up slightly to 19.7% at Dec. 31, 2010, from 19.2% at Dec. 31, 2009, but significantly improved from 31.7% at Dec. 31, 2008. HFSG's GAAP operating earnings interest and preferred dividend coverage improved to 5.7 times in 2010 from 1.3x in 2009, and Fitch expects the company to maintain coverage of at least 3.0x-5.0x. HFSG maintains financial flexibility with approximately $2.1 billion in holding company cash, fixed maturities, and short- term investments at year-end 2010, which provides flexibility for funding potential capital requirements in adverse markets. In addition, the company has a $1.9 billion revolving credit facility and a $500 million contingent capital facility that was not utilized during the financial crisis. HFSG also has a $2 billion commercial paper program, but the company does not expect to access this market in the near term. Key rating drivers that could lead to a downgrade include significant investment or operating losses, including those from the VA business line, that impact GAAP shareholders' equity by 20% or more or materially impact capital within the insurance subsidiaries, failure to maintain its disciplined property/casualty underwriting approach in the competitive market and soft rate environment, and equity-credit-adjusted debt-to- total capital maintained above a range of 25%-30%. The ratings of the property/casualty subsidiaries could also be negatively impacted to the extent they are needed to fund potential capital needs of the life operations. The life insurance subsidiary earnings are expected to demonstrate reasonable stability in its GAAP and statutory financial results, and indicate that the hedging program is effectively mitigating risk. Key rating drivers that could lead to an upgrade include strong and stable operating earnings in line with higher rated peers and industry averages, Fitch's determination that investment and VA risk will not cause a material level of volatility relative to current capital, overall flat to favorable loss reserve development, continued improvement in the quality and liquidity of the investment portfolio, debt-to-total capital maintained below 20% and improvement in insurance subsidiary capitalization. Furthermore, to the extent that favorable trends continue, Fitch would most likely consider a positive rating action on HFSG's IDR and debt ratings before the company's IFS ratings to reflect a narrowing of notching between holding company ratings and insurance company ratings. Fitch affirms these ratings with a Stable Outlook: Hartford Financial Services Group, Inc. -- Long-term IDR at 'BBB'; -- $400 million 5.25% notes due 2011 at 'BBB-'; -- $320 million 4.625% notes due 2013 at 'BBB-'; -- $199 million 4.75% notes due 2014 at 'BBB-'; -- $300 million 4.0% senior notes due 2015 at 'BBB-'; -- $200 million 7.3% notes due 2015 at 'BBB-'; -- $300 million 5.5% notes due 2016 at 'BBB-'; -- $499 million 5.375% notes due 2017 at 'BBB-'; -- $500 million 6.3% notes due 2018 at 'BBB-'; -- $499 million 6% notes due 2019 at 'BBB-'; -- $500 million 5.5% senior notes due 2020 at 'BBB-'; -- $298 million 5.95% notes due 2036 at 'BBB-'; -- $300 million 6.625% senior notes due 2040 at 'BBB-'; -- $323 million 6.1% notes due 2041 at 'BBB-'; -- $500 million 8.125% junior subordinated debentures due 2068 at 'BB'; -- $1.75 billion 10% junior subordinated debentures due 2068 at 'BB'; -- $556 million 7.25% mandatory convertible preferred stock, series F at 'BB'. -- Short-term IDR at 'F2'; -- Commercial paper at 'F2'. Hartford Life, Inc. -- Long-term IDR at 'BBB'; -- $149 million 7.65% notes due 2027 at 'BBB-'; -- $92 million 7.375% notes due 2031 at 'BBB-'; -- Short-term IDR at 'F2'. Hartford Life Global Funding -- Secured notes program at 'A-'. Hartford Life Institutional Funding -- Secured notes program at 'A-'. Hartford Life and Accident Insurance Company -- IFS at 'A-'. Hartford Life Insurance Company -- IFS at 'A-'; -- Medium-term note program at 'BBB+'. Hartford Life and Annuity Insurance Company -- IFS at 'A-'. Members of the Hartford Fire Insurance Intercompany Pool: Hartford Fire Insurance Company Nutmeg Insurance Company Hartford Accident & Indemnity Company Hartford Casualty Insurance Company Twin City Fire Insurance Company Pacific Insurance Company, Limited Property and Casualty Insurance Company of Hartford Sentinel Insurance Company, Ltd. Hartford Insurance Company of Illinois Hartford Insurance Company of the Midwest Hartford Underwriters Insurance Company Hartford Insurance Company of the Southeast Hartford Lloyd's Insurance Company Trumbull Insurance Company -- IFS at 'A+'. HORIZON LINES: S&P 'BB-' Rating on CreditWatch Negative ------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B' long- term corporate credit rating, its 'BB-' secured debt rating, and its 'CCC+' senior convertible note rating on Horizon Lines Inc. on CreditWatch with negative implications. "The CreditWatch placement reflects the potential for financial covenant breach, absent a waiver from the lender group," said Standard & Poor's credit analyst Funmi Afonja. The rating action also reflects S&P's concerns over increasing refinancing risks, with the substantial majority of the company's debt, including the $225 million revolving credit facility (rated) and the $330 million senior convertible notes (rated), both maturing in August 2012. The ratings on Charlotte, N.C.-based Horizon Lines reflect the company's highly leveraged financial profile (due to weak operating performance and previously shareholder-friendly financial policies), limited financial flexibility, and its participation in the capital-intensive and competitive shipping industry. Positive credit factors include barriers to entry under the Jones Act (which requires that shipments between U.S. ports be carried on U.S.-built vessels flagged in the U.S.) and the less- cyclical demand for ocean cargo shipments of consumer staples relative to other commodities. In accordance with Standard & Poor's criteria, S&P characterizes Horizon Lines' business profile as fair, its financial profile as highly leveraged, and liquidity as less than adequate. In resolving the CreditWatch listing, S&P will assess the effect of the fine on Horizon's financial profile and the outcome of a potential covenant waiver and efforts to refinance significant upcoming debt maturities on the company's financial profile and operating prospects. HORSEHEAD INDUSTRIES: Plan Confirmation Hearing on March 15 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has adjourned to March 15, 2011 at 10:00 a.m. (Eastern Time), the hearing to consider the confirmation of HH Liquidating Corp. fka HorseHead Industries, Inc., et al.'s proposed Plan of Liquidation. As reported by the Troubled Company Reporter on Dec. 22, 2010, the Court continued until Feb. 3, 2011, at 10:00 a.m. (Eastern Time), the hearing to consider the confirmation of the plan. The TCR reported on April 15, 2010, that the Plan provides for the distribution of the remaining proceeds from the sale of substantially all of their assets to Horsehead Acquisition Corp., a subsidiary of Sun Capital Partners, to their creditors. Interest holders will receive nothing under the Plan. The Plan contemplates the substantive consolidation of the Debtors. As of the effective date, a Liquidation Trust will be appointed, to marshal the Liquidation Trust's remaining assets, administer claims, object to claims, if appropriate, and make distributions under the Plan. Horsehead Industries Inc., dba Zinc Corporation of America, the largest zinc producer, filed for Chapter 11 protection on Aug. 19, 2002, in the U.S. Bankruptcy Court for the Southern District of New York. Herrick, Feinstein LLP serves as the Debtor's bankruptcy counsel. The Debtor disclosed $215,579,000 in total assets and $231,152,000 in total debts as of the Chapter 11 filing. HUNTINGTON INGALLS: Northrop Spin-Off Won't Affect Moody's Ratings ------------------------------------------------------------------ Moody's Investors Service said that the ratings and outlook of Huntington Ingalls Industries, Inc, (Ba2 corporate family, Baa3 sr secured, Ba3 sr unsecured notes/ stable), remain unchanged following Northrop Grumman Corporation's (Baa1/stable) decision to proceed toward its shipbuilding subsidiary spin-off, despite the False Claims Act complaint that was publicly disclosed February 9th. Huntington Ingalls' February 22nd Form 10 includes a statement that the company believes the claim will not likely result in a material adverse effect on its financial position. Nevertheless the claim's presence could represent a credit negative depending on how the matter evolves. Moody's will continue to monitor new developments, particularly with respect to whether or not the U.S. Department of Justice will take up the case, which could suggest greater risk. Huntington Ingalls Industries, Inc., after it is spun off of Northrop Grumman Corporation, will be an independent company. Huntington Ingalls provides full service design, engineering, construction, and lifecycle support of major surface ship programs for the U.S. Navy. Revenues in 2010 were approximately $6.7 billion. INTELLIGRATED INC: S&P Assigns 'B' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned its 'B' corporate credit rating on Ohio-based Intelligrated Inc. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating on the company's $155 million senior secured credit facilities. The recovery rating is '2', indicating S&P's expectation that lenders would receive substantial (70% to 90%) recovery of principal in a default scenario. The new facilities consist of a $30 million, five-year revolving credit facility and a $125 million, six-year term loan. "The ratings on Intelligrated reflect primarily its highly leveraged financial risk profile and weak business risk profile, characterized by historically weak profitability, limited product diversity, and significant customer concentration," said Standard & Poor's credit analyst Peter Kelly. These factors have contributed to EBIDTA margins historically in the mid- to high- single-digits. However, S&P expects the company to achieve some benefit from recent restructuring activities and acquisition synergies that should enable it to achieve a margin near 10% and, in turn, maintain credit measures commensurate with the rating. Intelligrated participates in the $6 billion niche materials- handling market. The company designs, manufactures, installs, and services automated material-handling systems for the retail distribution, food and beverage, parcel-handling, pharmaceutical, direct-to-consumer, e-commerce, and related sectors. Revenues come from three core business segments: distribution and fulfillment (53% of year-to-date revenues as of Sept. 30, 2010); manufacturing systems (23%); and customer service (24%). Intelligrated benefits from a large installed base in North America that, coupled with the high costs associated with switching system providers, supports customer retention. Intelligrated is majority-owned by private equity firm Gryphon Investors. S&P expects financial leverage (including preferred equity) to be roughly 6x total adjusted debt to EBITDA for the recently closed new debt issuance (about 3x excluding preferred equity) and funds from operations to debt to be about 10%. For the rating, S&P expects total adjusted debt to EBITDA of 5x to 6x and FFO to debt of 10% to 12%. The outlook is stable. The ratings reflect S&P's expectation of low revenue growth coupled with synergies to be realized as the economy grows. S&P could lower the ratings if subpar operating performance, limited headroom under its financial covenants, higher-than-expected cash use, or additional debt-financed activities adversely affect liquidity or result in significant deterioration of credit measures, for example, if adjusted debt to EBITDA was well above 6x for an extended period. On the other hand, S&P could consider a one-notch upgrade if Intelligrated's business remains healthy, it improves its operating track record, and its liquidity and financial policy support a higher rating. JETBLUE AIRWAYS: Reports $97 Million Net Income in 2010 ------------------------------------------------------- Jetblue Airways Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting net income of $97 million on $3.78 billion of total operating revenue for the year ended Dec. 31, 2010, compared with net income of $61 million on $2.93 billion of total operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $6.59 billion in total assets, $4.94 billion in total liabilities, and $1.65 billion in stockholders' equity. A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?7411 About JetBlue Airways JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. * * * JetBlue carries 'Caa1' long term corporate family and probability of default ratings, with positive outlook, from Moody's. It has a 'B-' long term issuer default rating, with stable outlook, from Fitch. It also has a 'B-' issuer credit ratings from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services affirmed its ratings, including its 'B-' corporate credit rating, on Forest Hills, New York-based JetBlue Airways Corp. At the same time, S&P revised its outlook on the rating to positive from stable. The recovery rating on senior unsecured debt remains '6', indicating S&P's expectations of a negligible (0%-10%) recovery in a default scenario. S&P noted that while JetBlue has been profitable in six of the last seven quarters, its financial profile remains highly leveraged, with EBITDA interest coverage of 2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%. JMC STEEL: Moody's Assigns 'B1' Rating to $400 Mil. Secured Loan ---------------------------------------------------------------- Moody's Investors Service assigned new ratings to JMC Steel Group, Inc. (formerly John Maneely Company) in conjunction with a debt refinancing that accompanied a change in equity ownership, with minority owners the Zekelman family buying a controlling interest from the Carlyle Group. Moody's assigned a B1 rating to the company's proposed $400 million secured term loan and a B3 rating to the proposed $725 million of senior unsecured notes. JMC Steel's corporate family and probability of default ratings were affirmed at B2. The rating outlook is stable. The ratings on JMC Steel's existing debt will be withdrawn upon completion of the financing, which is expected to close in March 2011. Ratings Rationale The B2 corporate family rating positively reflects JMC Steel's highly variable cost structure, large scale and leading market position for many of its pipe products and electrical conduit, and adequate liquidity. The company's leadership position provides procurement and sales advantages that enhance its margins and its size fosters economies of scale evident in its low SG&A costs. However, the rating is constrained by Moody's expectation of continuing weak market conditions for JMC Steel's largest market - - the non-residential construction market -- and the company's acquisitive nature. In addition, the proposed financing increases pro forma debt by 32% (approximately $286 million), yielding a 5.6x debt to EBITDA ratio, which is high for a company reliant on commodity types of products that tend to have aggravated cycles. JMC Steel's stable rating outlook reflects the positive factors noted above as well as anticipated gradual improvement in most of the company's end markets, with the exception of non-residential construction. An upgrade would depend on JMC Steel bringing debt to EBITDA below 4.0x and sustaining the ratios of EBIT to interest and free cash flow to debt above 2.2x and 7%, respectively. A downgrade could be triggered by an unexpected halt in the recovery of the North American pipe market or by JMC Steel experiencing consistently negative free cash flow, operating margins of less than 5%, or significantly weaker liquidity. Ratings assigned: * $400 million secured term loan due 2017 -- B1 (LGD3, 33%) * $725 million of senior unsecured notes due 2018 -- B3 (LGD5, 77%) Ratings affirmed: * Corporate family rating -- B2 * Probability of default rating -- B2 Moody's previous rating action for JMC Steel was on June 1, 2010, when the company's rating outlook was raised to stable from negative. Headquartered in Beachwood, Ohio, JMC Steel manufactures steel pipe, hollow structural steel, electrical conduit products and tubular products at eleven manufacturing facilities in the U.S. and Canada. The company is number one or two in its key product areas: HSS, standard pipe and electrical conduit. JMC Steel also enjoys leading market positions in the galvanized mechanical tube and fittings markets. Its products are sold principally to plumbing and electrical distributors. JMC STEEL: S&P Assigns 'B' Rating to $725 Mil. Senior Notes ----------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' issue-level rating (same as the corporate credit rating) to JMC Steel Group's proposed $725 million of proposed senior unsecured notes due 2018. The recovery rating is '4' indicating S&P's expectation of average recovery (30% to 50%) in the event of a payment default. The notes are being offered under rule 144 A without registration rights. The ratings are based on preliminary terms and conditions. Proceeds from the proposed notes, combined with bank facility borrowings, balance sheet cash, and an equity contribution from the Zekelman family, will be used to fund the acquisition of about 45% of the equity of JMC from Carlyle Group, the current majority holder, and to repay existing debt. The 'B' corporate credit rating on JMC reflects the company's weak business risk profile and aggressive financial risk profile. The company's business is characterized by volatile end markets, exposure to volatile steel prices, and significant reliance on nonresidential construction spending. Pro forma for the proposed transactions, the company will have high debt levels; S&P estimate that adjusted debt will be about $1.3 billion, approximately $300 million higher than currently, and trailing-12 month as of December 2010 pro forma adjusted debt to EBITDA of more than 5.5x Ratings List JMC Steel Group Inc. Corporate Credit Rating B/Positive/-- New Rating JMC Steel Group Inc. Senior unsecured US$725 mil senior unsecured notes due 2018 B Recovery Rating 4 KEVEN MCKENNA: Supreme Court Holds Plea to Operate Law Firm ----------------------------------------------------------- Tracy Breton at The Providence Journal reports that the state Supreme Court said it is holding in abeyance Keven McKenna's application to operate his law practice as a limited liability corporation. The Journal relates, for now, Mr. McKenna has permission to practice law only in his individual capacity and not in any corporate form. "[Mr. McKenna] is in violation of this provision of the General Laws," The Providence Journal citing court order. The justices warned Mr. McKenna that if he doesn't furnish the affidavit and documentation within 30 days, they may refer the matter to its disciplinary counsel, which could recommend action against his license to practice. In January 2010 Keven A. McKenna filed for Chapter 11 bankruptcy for himself and Keven A. McKenna law firm. Mr. McKenna disclosed $751,000 in assets and $45,700 in liabilities in his bankruptcy petition. His firm estimated debts of between $100,000 and $500,000. Mr. McKenna's case was dismissed but his personal bankruptcy protection claim remains active as he continues to fight a Workers' Compensation Court order that he pay his former paralegal Summer D. Stone for injuries. A federal bankruptcy judge appointed Providence bankruptcy lawyer Thomas P. Quinn as Chapter 11 trustee of McKenna PC to take over management of the law firm from Mr. McKenna. KWIATOWSKI LAND: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Kwiatowski Land Management, LLC 228 W. US Highway 30 #231 Schererville, IN 46375 Bankruptcy Case No.: 11-20574 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court Northern District of Indiana (Hammond Division) Judge: J. Philip Klingeberger Debtor's Counsel: Gerald B. Coleman, Esq. COLEMAN STEVENSON & MONTEL, LLP 9101 N. Wesleyan Rd., Suite 100 Indianapolis, IN 46268 Tel: (317) 875-0400 Fax: (317) 802-0900 E-mail: gcoleman@csmlegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Marleen Panelli, officer-secretary. LAKE GROVE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Lake Grove Missionary Baptist Church 265 Leath Street Memphis, TN 38105 Bankruptcy Case No.: 11-21946 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court Western District of Tennessee (Memphis) Judge: George W. Emerson, Jr. Debtor's Counsel: Curtis D. Johnson, Jr., Esq. LAW OFFICE OF CURTIS D. JOHNSON, JR. 1374 Madison Avenue Memphis, TN 38104 Tel: (901) 725-7520 Fax: (901) 725-7570 E-mail: johnson775756@att.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Pastor S. L. Mickens, pastor. LEE WILLIAM: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Lee William Development, L.P. 1931 Lock Haven Way Claremont, CA 91711 Tel: (818) 421-9844 Bankruptcy Case No.: 11-18150 Chapter 11 Petition Date: February 25, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: James B. Watkins, Esq. 150 E. Meda Avenue, Suite 220 Glendora, CA 91741 Tel: (626) 335-4755 Fax: (626) 513-4844 E-mail: jbwatkins@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Nolan E. Clark, president of general partner. LEHMAN BROTHERS: Assets Sale to Barclays "Fair", Judge Peck Rules ----------------------------------------------------------------- Barclays Plc's purchase of Lehman Brothers Holdings Inc.'s North American assets was fair, Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York said in a 103-page opinion dated February 22. The Court, in effect, denied the petitions filed by Lehman Brothers Holdings, Inc., the Official Committee of Unsecured Creditors, and James W. Giddens, the trustee of Lehman Brothers Inc. under the Securities Investor Protection Act, for relief under Rule 60(b) of the Federal Rules of Civil Procedure from the September 2008 Sale Order. Judge Peck held that LBHI, et al., failed to show that the outcome of the September 19, 2008 hearing on the sale of the Lehman assets to Barclays would have been different if all material facts, including those relating to the structure of the transaction and the value of the acquired assets, had been disclosed. The 60(b) Motions rest on the proposition that the Court was not fully informed when it entered the Sale Order and that Barclays, with the active and complicit assistance of certain senior executives of Lehman with allegedly conflicting loyalties, ended up with too favorable a deal during a period of market turmoil, uncertainty and confusion. The sale, according to Judge Peck, was the only available transaction at a time of unrivaled worldwide financial distress bordering on panic. "The Asset Purchase Agreement needed to be approved, not conditionally with exposure to the potential risks of hindsight challenges, but absolutely and finally," Judge Peck said. The judge pointed out that in exercising its discretion to approve the transaction described in the APA, the Court recognized that it was dealing with an uncommon emergency but is satisfied that it still managed to comply with all applicable requirements of the Bankruptcy Code and of procedural due process. Having dwelled at some length on the question of whether what was not disclosed regarding the transaction so impaired the Court's ability to properly evaluate the overall fairness of the terms of the acquisition that Barclays should lose the protections of the Sale Order and become exposed to multi-billion dollar claims for additional consideration, Judge Peck concluded that nothing in the current record, if presented at the Sale Hearing, would have changed the outcome of that hearing. He said he still would have entered the very same Sale Order because there was no better alternative and, perhaps most importantly, because the sale to Barclays was the means both to avoid a potentially disastrous piecemeal litigation and to save thousands of jobs in the troubled financial services industry. Knowing that approval of the transaction would save a multitude of financial sector jobs probably was the most significant single factor influencing the Court's thinking when it considered the sale, Judge Peck related. The transaction included offers of employment to most members of the Lehman work force that not only helped these individuals at a most difficult time on Wall Street, but also unquestionably was good for the estate, brokerage customers and the general economy, Judge Peck continued. Judge Peck admitted that it is true that the estimates for compensation and cure expenses were incorrect and turned out to be excessive in relation to the actual amounts paid by Barclays, but said the Court did not rely on the pinpoint accuracy of the estimates when it approved the sale to Barclays. The number provided for cure costs turned out to be materially overstated and unreliable, but the Court does not conclude that the discrepancy is the result of a deliberate effort to make it appear that Barclays would be paying more for these liabilities, Judge Peck said. What mattered most, he related, was the knowledge that Barclays was picking up all of these expenses, whatever they might turn out to be, thereby satisfying the entire universe of compensation and cure claims that might otherwise have been asserted against the estate. The Court knew while presiding at the Sale Hearing that everything was happening so fast that errors, omissions and miscommunications were bound to occur, Judge Peck said. Also, given the scale and complexity of the matters being presented and the limited time to process all of this information, it was impossible to fully comprehend every aspect of the acquisition, which had changed between the Bid Procedures Hearing on September 17 and the start of the Sale Hearing on the afternoon of the 19th, or to precisely determine the fair value of all of the assets that were being transferred, the Court noted. Facts regarding the alleged $5 billion "buffer" were not disclosed during the Sale Hearing, according to Judge Peck. But the Court has determined that the revelations on this subject are not entitled to much weight now because the Court was not concerned, one way or another, about the existence of a spread between the value of assets and liabilities. While evidence of the buffer is indicative of material information that the Court did not know when it approved the sale, these disclosures do not support relief from the Sale Order because the overall transaction with Barclays, notwithstanding the buffer, provided the means for the most favorable disposition of these assets with the least amount of risk, Judge Peck said. Judge Peck also said he was unimpressed with the opinion testimony presented by the entire team of expert witnesses retained by LBHI, et al., who endeavored to show that Barclays realized a multi-billion dollar windfall gain. Their opinions, he said, were based on a hindsight challenge to the valuations ascribed to various categories of financial assets acquired by Barclays. The opinions, he added, were effectively challenged on cross-examination and were not convincing. The opinions, reflecting an unsurprising litigation bias, came across as having been designed and manufactured for the trial and were not at all persuasive, particularly when compared with the comprehensive and compelling testimony presented by Barclays' expert witness, Professor Paul Pfleiderer, Judge Peck held. Moreover, Judge Peck said he did not believe that any Lehman employee breached their duties of loyalty to the estate because of the prospect of future employment or as a consequence of signing lucrative employment contracts with Barclays. That aspect of LBHI, et al.'s case is built on faint aroma of venality and conflicted loyalty, but no breach of duty or other misconduct was demonstrated, Judge Peck held. Despite the insinuations of wrongdoing, the Court concluded that the marking down of asset values during the September 15 week appears to have been consistent with an attempt apparently undertaken in good faith, by employees of both Barclays and Lehman to estimate market values for assets that were difficult to value at a time of extreme uncertainty in the financial markets. The Court acknowledged that Barclays also may have been endeavoring to increase its buffer and take advantage of Lehman's vulnerable position but did not find that Barclays received assets that collectively were worth any more in the market than it paid for them. The evidence, according to the Court, is clear that traders from Barclays engaged in an exercise of discounting the value of assets before the Sale Hearing for purposes of lowering the values assigned to various classes of assets and increasing the so-called "haircut" applicable to these assets. These activities, the Court noted, were a deliberate departure from customary mark-to-market practices within Lehman and yielded what some have called "liquidation" values. While there are questions about the accuracy of statements made at the Sale Hearing as to the real reason that values assigned to the trading assets had dropped from $70 billion to $47.4 billion, Judge Peck noted that it has not been shown that this ad hoc reduction in Lehman's marks resulted in a material understatement of realizable fair market values of the assets within the trading book. This conclusion is bolstered by the fact that many of the assets were complex structured financial products that were difficult to value with any degree of confidence, Judge Peck pointed out. The valuation witnesses offered by Barclays, including Stephen King who impressed the Court with his knowledge of the subject matter, stressed that valuation judgments as to many asset classes were uncertain and fraught with risk after the LBHI bankruptcy, Judge Peck said. Given that uncertainty, the Court said it is unable to conclude that the "marking down" process, while facially suspect, actually resulted in an arbitrary or unfair discount relative to fair market value for these assets or that the discount caused the estate to lose any otherwise realizable value from these assets. The testimony of the most senior ranking executives from Barclays, former chairman John Varley, and then president Robert Diamond, confirms that Barclays conditioned the acquisition on the requirement that it be capital accretive and include substantial negative good will by operation of applicable accounting principles in the United Kingdom. Barclays, according to the testimony, always intended a transaction that would allow it to expand its operations in North America while augmenting its own balance sheet and allowing it to realize a material first day gain on acquisition. Judge Peck disclosed that this "self-interested but understandable" business reality was not communicated to the Court at any time during the Sale Hearing. The Court, however, believes that no bank, domestic or foreign, at the height of the financial crisis of 2008, would have considered an acquisition like Lehman's that was not structured to minimize risks to the buyer as much as possible, and the Court said it is not surprised that Barclays, in pursuing the transformative transaction, was focused on its own objectives and took aggressive steps to protect itself. The pivotal question, however, is whether Barclays took unfair advantage of Lehman and its creditors in connection with the sale and whether the failures to disclose material variations to the transactions described in the APA comprised the integrity of the approval process to the point of justifying relief from the Sale Order. The Court held that the record does not support such a conclusion or such negative perceptions of Barclays. Barclays, Judge Peck pointed out, never agreed to assume any risks relating to Lehman's internal marks and never agreed that the trading assets and liabilities would be in approximate balance with one another. Judge Peck pointed out what he considered was obvious -- the sale was a quintessential distressed sale, and there was no reason to regard the transaction as being characterized by equal bargaining power or to assume that the buyer would treat the seller gently. In that tough bargaining environment, the Court noted, Barclays was on the scene purely as an opportunistic "white knight." Resolution of Claims to Disputed Assets Judge Peck clarified that Lehman cash is excluded from the purchase and held that the "Clarification Letter" is deemed approved by the Court and enforceable. Judge Peck gave authority to Barclays to recover assets in clearance boxes or the so-called "Clearance Box Assets." Judge Peck, however, ruled that Barclays does not have unconditional right to the "15c3-3 Assets," which are securities held in reserve pursuant to Rule 15c3-3 of the Customer Protection Rule promulgated by the U.S. Securities and Exchange Commission, and does not have a right to the "Margin Assets," which are Lehman cash held by exchanges as margin to support the trading and clearance of exchange traded derivatives. Resolution of SIPA Trustee's Claim Judge Peck held that the SIPA Trustee is not entitled to relief under Rule 60(b) with respect to the Clearance Box Assets because his request is premised on the notion that the Court, the SIPA Trustee and other relevant parties-in-interest did not know during the Sale Hearing and the closing weekend that the Clarification Letter contemplated the transfer of the Clearance Box Assets to Barclays. Judge Peck junked the SIPA Trustee's proposition and held that the agreement that existed between The Depository Trust & Clearing Corporation, Barclays, and the SIPA Trustee at the time of the Sale Hearing contemplated the very same kind of transfer at issue in this case. A full-text copy of the February 22 Opinion is available for free at http://bankrupt.com/misc/lehman_feb22saleorder.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: 3 Creditors Oppose Paulson & Co. Plan ------------------------------------------------------ Creditors of Lehman Brothers Holdings Inc. have opposed the approval of the rival restructuring plan proposed by an ad hoc group of Lehman creditors led by Paulson & Co. Inc. in mid December 2010. Glenn Alan Bostic and Tommy Tewalt, both Class 5 creditors of LBHI, said they support the objection filed earlier by another Lehman creditor, Linda Neufeld, and agree that the treatment of Class 5 subordinated noteholders is unfair and will breach their contractual obligations to Class 3 senior noteholders. Both creditors called for a review of how the subordinated noteholders' indenture trustee, The Bank of New York Mellon, is representing them is warranted. They expressed doubt that they are being adequately represented by the indenture trustee and that the representation is being done in good faith. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: JPM Asserts Right to "Unjustly Obtained" Amounts ----------------------------------------------------------------- In the adversary proceeding commenced by Lehman Brothers Holdings Inc. against JPMorgan Chase Bank N.A., JPM seeks a declaration that it is entitled to "any amount unjustly obtained" as a result of the financing it provided to LBHI's broker-dealer unit, including any amount recovered from a lawsuit the company brought against Barclays Capital Inc. JPMorgan earlier filed a counter-suit against LBHI, accusing the company of misleading the bank into lending Lehman Brothers Inc. $70 billion by assuring that Barclays would purchase all the broker-dealer's securities and that the loans would be repaid in full. According to the complaint, JPMorgan provided the $70 billion loan in 2008, and released securities valued at $5 billion to Barclays which JPMorgan was holding as margin for its loan. Barclays, however, did not buy all the securities, took JPMorgan's $5 billion of margin and left billions of dollars of LBI's worst securities behind. Consequently, JPMorgan was left with loans to LBI secured by many of Lehman's "most toxic" securities. In court papers, JPMorgan's lawyer, Paul Vizcarrondo, Jr., Esq., at Wachtell Lipton Rosen & Katz, in New York, says the bank was caught in such situation as a result of "collusion and deception" by LBHI, LBI and Barclays. Mr. Vizcarrondo says that contrary to LBHI's representations to the Court and JPMorgan, the amount and identity of the securities to be purchased by Barclays had not been determined when the company sought approval to sell the broker-dealer's operations and assets to Barclays. He adds that LBHI's executives including its chief financing officer, Ian Lowitt, and treasurer, Paolo Tonucci, knew about the matter. "It is now clear that the [asset purchase agreement] and the sale motion filed with the Court were false and misleading," Mr. Vizcarrondo says, referring to the agreement governing the LBI sale. The APA, he points out, stated Barclays had agreed to purchase all of LBI's securities. Mr. Vizcarrondo further says that LBHI also knew of the terms of the APA yet the company and its broker-dealer unit granted Barclays the option to refuse to purchase the securities that the U.K. bank did not want. In a related development, LBHI entered into an agreement with JPMorgan, the Official Committee of Unsecured Creditors, The International Swaps and Derivatives Association Inc. and The Securities Industry and Financial Markets Association. LBHI and the Creditors Committee agreed under the deal not to file an objection to JPMorgan's motion to dismiss their lawsuit against the bank. The agreement, which was approved by the Court on February 15, 2011, gives LBHI and the Creditors Committee until March 4, 2011, to respond to the brief filed by ISDAI and the SIFMA. LBHI also entered into another agreement with the Creditors Committee, JPMorgan and LBI's trustee to protect the confidentiality of information the company will provide to JPMorgan in connection with the litigation. Under the deal, LBHI may share with JPMorgan the documents and information it obtained from the trustee in connection with its lawsuit against Barclays, provided the confidentiality of the materials will be protected. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBCS Sues Sempra Entities for $104.7 Million ------------------------------------------------------------- Lehman Brothers Commodity Services Inc. filed a lawsuit against Sempra Energy Trading LLC and Sempra Oil Trading Sarl to recover more than $104.7 million. LBCS seeks payment from the Sempra entities for the early termination of their swap transactions. The termination came following the bankruptcy filing of LBCS on September 2008. The Sempra entities allegedly refused to pay the amount by asserting "unlawful" setoffs of money owed by LBCS to an affiliate, Sempra Energy Solutions LLC, and two banks. LBCS' lawyer, Ralph Miller, Esq., at Weil Gotshal & Manges LLP, in New York, says the Sempra entities violate the automatic stay by refusing to make the payment. The automatic stay is an injunction that halts actions by creditors against a company in bankruptcy protection. "Despite LBCS's unequivocal demands for payment, defendants have failed to seek relief from the automatic stay to permit the purported setoffs of over $104.7 million that defendants willfully are withholding from LBCS and its estate," Mr. Miller says in a 29-page complaint he filed on February 22, 2011, with the U.S. Bankruptcy Court for the Southern District of New York. LBCS also seeks damages against the Sempra entities, the amount of which will be determined at a trial. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wants June 30 Svc. Deadline for Avoidance Actions ------------------------------------------------------------------ Lehman Brothers Holdings Inc. and its affiliated debtors ask the Court to extend the deadline to effect service of process of the avoidance actions to June 30, 2011. As of February 14, 2011, 50 avoidance actions with respect to more than 230 transactions have been commenced by the Debtors. The Debtors earlier obtained a court order imposing a stay on the avoidance actions and extending their service deadline for another six months. Since most of the avoidance actions were filed in September and October last year, the 180-day deadline requires the Debtors to effect service on all defendants by March or April this year. Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York, says the extension would allow the Debtors to complete their discovery efforts. Since the imposition of stay, the Debtors have engaged in discovery to obtain information needed in connection with the avoidance actions. The discovery is not yet complete although the Debtors have already collected considerable information, according to Mr. Waisman. Mr. Waisman also explains that there are a number of defendants, particularly those in foreign jurisdictions, for whom service is taking longer than anticipated. The Court will hold a hearing on March 3, 2011, to consider approval of the request. The deadline for filing objections is February 24, 2011. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVEL 3 COMMS: Net Loss Slightly Up to $622 Million in 2010 ----------------------------------------------------------- Level 3 Communications, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $622 million on $3.65 billion of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $618 million on $3.76 billion of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $8.35 billion in total assets, $8.51 billion in total liabilities and a $157 million stockholders' deficit. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?7412 About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LIONS GATE: Considering Spin Off of Digital Assets -------------------------------------------------- Lionsgate Entertainment is considering a spin-off of several digital assets, including its men-focused video ad network, Break Media, The New York Post has learned. According to Claire Atkinson, writing for The New York Post, souces said the potential spin-off could also house Lionsgate's share of pay-TV service EPIX, its TV Guide and TVGuide.com assets and FearNet, a broadband and video-on-demand venture in the horror genre. NY Post says the businesses that Lionsgate may spin off account for between 15% to 20% of total revenue, which was $1.6 billion in 2010. The report relates a spin-off could value Lionsgate's Web and TV assets at around $800 million -- about equal to Lionsgate's current market cap, according to executives familiar with the matter. Break Media alone could net a valuation of between $500 million and $600 million, said one executive, according to NY Post. About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate Entertainment Corp. is an independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. As reported by the Troubled Company Reporter on Jan. 31, 2011, Standard & Poor's Ratings Services affirmed its ratings, including the 'B-' corporate credit rating, on British Columbia, Canada- domiciled and Santa Monica, Calif.-headquartered Lions Gate Entertainment Corp. and its subsidiary, Lions Gate Entertainment Inc. S&P also removed the ratings from CreditWatch, where they were placed with developing implications on Oct. 15, 2010. The rating outlook is stable. "The rating affirmation reflects the election of all of Lions Gate's proposed candidates to its board of directors, the withdrawal of investor Carl Icahn's unsolicited tender offer to acquire all outstanding shares of the entertainment Company's common stock, and Metro-Goldwyn-Mayer Inc.'s rebuff of Lions Gate's merger proposal," said Standard & Poor's credit analyst Deborah Kinzer. "The stable rating outlook reflects our view that Lions Gate's film business EBITDA and cash flow are likely to turn around in the near-to-intermediate term, and that overall earnings performance and credit measures should recover to modest levels." The Company's balance sheet at Dec. 31, 2010 showed $1.63 billion in total assets, $1.55 billion in total liabilities and $76.62 million in total shareholders' equity. This concludes the Troubled Company Reporter's coverage of Lions Gate until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. LUCE & AUFDENKAMPE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Luce & Aufdenkampe LLC dba Robeks dba Robeks Fruit Smoothies & Healthy Eats 3424 Kensington Dr Avon, OH 44011 Bankruptcy Case No.: 11-11457 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Arthur I. Harris Debtor's Counsel: Frederic P. Schwieg, Esq. 2705 Gibson Dr Rocky River, OH 44116-3008 Tel: (440) 499-4506 Fax: (440) 398-0490 E-mail: fschwieg@schwieglaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Jerry Luce, member. MACATAWA BANK: Cuts Net Loss to $17.85 Million in 2010 ------------------------------------------------------ Macatawa Bank Corporation filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission reporting a net loss of $17.85 million on $76.00 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $63.41 million on $95.88 million of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $1.58 billion in total assets, $1.51 billion in total liabilities, and $67.84 million in total shareholders' equity. As reported in the Troubled Company Reporter on April 7, 2010, Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company incurred significant net losses in 2009 and 2008, primarily from higher provisions for loan losses and expenses associated with the administration and disposition of non-performing assets at its wholly owned bank subsidiary Macatawa Bank. The Company's new independent public accounting, BDO USA LLP, has issued an unqualified report on its audit of the Company's financial statements as of and for the year ended December 31, 2010, and did not include a paragraph in its report expressing substantial doubt about the Company's ability to continue as a going concern. "We have determined that the improved controls instituted in response to the material weakness identified at December 31, 2009 have remediated the deficiencies and have concluded that there are no material weaknesses in internal control over financial reporting at December 31, 2010," the Company said in the latest annual report. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?740c About Macatawa Bank Headquartered in Holland, Michigan, Macatawa Bank Corporation (Nasdaq: MCBC) is the parent company for Macatawa Bank. Through its banking subsidiary, the Company offers a full range of banking, investment and trust services to individuals, businesses, and governmental entities from a network of 26 full service branches located in communities in Kent County, Ottawa County, and northern Allegan County. MACCO PROPERTIES: Aims to Sell Large Portfolio for $86 Million -------------------------------------------------------------- Richard Mize at NewsOK.com reports that Macco Properties has signed an exclusive listing agreement to try to sell a large portfolio of Class C properties in Oklahoma City and in Wichita, Kansas. The Company is offering six apartment complexes, three office parks, a freestanding office building and 12 acres of vacant land in Oklahoma City, and seven apartment properties in Wichita for a combined $85,975,000. The offering totals 3,001 individual apartments and 138,897 square feet of commercial space, said broker David Dirkschneider of Price Edwards & Co., who has the listing. Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for Chapter 11 bankruptcy protection on November 2, 2010 (Bankr. W.D. Okla. Case No. 10-16682). G. Rudy Hiersche, Jr., Esq., at the Hiersche Law Firm, assists the Debtor in its restructuring effort. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. MAIETTA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Maietta Enterprises, Inc. 154 Pleasant Hill Road Scarborough, ME 04074 Bankruptcy Case No.: 11-20197 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court District of Maine (Portland) Judge: James B. Haines, Jr. Debtor's Counsel: George J. Marcus, Esq. MARCUS, CLEGG & MISTRETTA, PA One Canal Plaza, Suite 600 Portland, ME 04101-4102 Tel: (207) 828-8000 E-mail: bankruptcy@mcm-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/meb11-20197.pdf The petition was signed by Vicent A. Maietta, president. MAUI LAND: Extends Maturity of $30MM Wells Fargo Debt to 2013 ------------------------------------------------------------- On Feb. 23, 2011, Maui Land & Pineapple Company, Inc. entered into a Third Modification Agreement with Wells Fargo Bank, National Association. The Third Modification further amended the terms of the Company's $30 million revolving line of credit agreement with Wells Fargo, which was modified on Dec. 22, 2010. Significant terms of the Third Modification are as follows: -- Extends the maturity date from May 1, 2012 to May 1, 2013. -- Provides the Company with the option to further extend the maturity date to May 1, 2014, subject to the satisfactory achievement of certain pre-defined conditions as described in the Third Modification. -- Increases the revolving credit commitment from $30 million to $34.5 million and availability under the loan facility from $25 million to $34.5 million. -- Sets forth pre-established minimum release prices for each of the real property parcels pledged as collateral under the credit agreement. Upon entry into the Third Modification, the maturity date of the Company's $25 million term loan with American AgCredit, FLCA was automatically extended from May 1, 2012 to May 1, 2013. About Maui Land & Pineapple Company Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- is a landholding, real estate development and asset management company headquartered in Maui, Hawaii. The Company owns approximately 24,000 acres of land on Maui, including its principal development, the Kapalua Resort, a 1,650 acre master-planned, destination resort community. The Company's balance sheet at Sept. 30, 2010, showed $99.39 million total assets, $92.10 million in total current liabilities, $30.84 million in total long-term liabilities, and a stockholders' deficit of $23.54 million. * * * As reported in the Troubled Company Reporter on April 5, 2010, Deloitte & Touche LLP, in Honolulu, Hawaii, 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 and negative cash flows from operations and deficiency in stockholders' equity at Dec. 31, 2009. MEDIA GENERAL: S&P Downgrades Corporate Credit Rating to 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit on Richmond, Va.-headquartered Media General Inc. to 'B-' from 'B'. The downgrade reflects S&P's expectation that Media General could face difficulties in maintaining covenant compliance in late 2011 and 2012 due to the absence of meaningful election and Olympic revenues. S&P also lowered its issue-level rating on the company's $300 million senior notes due 2017 to 'B-' (at the same level as the 'B-' corporate credit rating on the company). The recovery rating on the notes remains unchanged at '4', indicating S&P's expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. "The rating downgrade reflects S&P's expectation that continued secular declines in newspaper ad revenue, and an absence of political and Olympic ad spending will cause Media General's cushion of compliance with tightening covenants to narrow, potentially causing a violation in late 2011 or 2012," explained Standard & Poor's credit analyst Deborah Kinzer. The 'B-' rating reflects S&P's expectation that revenue declines in 2011 will cause credit metrics and discretionary cash flow to deteriorate over the intermediate term. The stable outlook reflects S&P's expectation that Media General should have the capacity, albeit limited, to avoid a covenant violation by amending its covenants, cutting costs, or a combination of the two. S&P views the company's business risk profile as weak because of the structural pressure on the U.S. newspaper industry, TV broadcasting's mature long-term growth prospects, and increased competition for audience and advertisers from traditional and nontraditional media. Media General has a highly leveraged financial risk profile, in S&P's view, because of its high debt leverage and tightening covenants in 2011-2012. Media General's businesses include newspaper publishing (48% of 2010 revenue), TV broadcasting (45%), and digital media (6%), located mainly in the Southeastern U.S. The company owns 18 network-affiliated TV stations in small-to-midsize markets, which tend to have lower margins than larger markets. Most stations have either a No. 1 or No. 2 share in news ratings, which can be an important factor in attracting political advertising. Media General's three largest newspaper publications together constitute about 60% of the company's publishing revenue, making the company vulnerable to economic trends in those markets. Media General has reduced employee compensation by 21% in 2009 and another 1% in 2010, largely through reducing its work force, to minimize the effect of structural and cyclical factors on newspaper ad revenue. Nevertheless, this segment has reported four years of revenue declines, and S&P believes that ongoing cost reductions will need to be executed in order to maintain the viability of the company's print publications. S&P has a minimal level of confidence that digital revenue growth will support editorial costs over the long term. S&P expects digital revenues to grow at a high-single- to low-double-digit percentage rate based on the company's increasing digital initiatives. MIDWEST DIVERSIFIED: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Midwest Diversified Properties, Inc. P.O. Box 47570 Plymouth, MN 55447 Bankruptcy Case No.: 11-41233 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Dennis D. O'Brien Debtor's Counsel: Steven B. Nosek, Esq. STEVEN B. NOSEK P.C. 2855 Anthony Ln S, Suite 201 St. Anthony, MN 55418 Tel: (612) 335-9171 Fax: (612) 789-2109 E-mail: snosek@visi.com Scheduled Assets: $3,291,000 Scheduled Debts: $4,443,409 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb11-41233.pdf The petition was signed by Chad Eichten, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Chad Alan Eichten 10-60783 06/24/10 MOLECULAR INSIGHT: Savitr Capital Owns 10.5% of Common Stock ------------------------------------------------------------ In a regulatory filing Thursday, Savitr Capital, LLC, Beaver Creek Fund, LTD, Beaver Creek Intermediate Fund, LTD, and Andrew Midler, disclose that as of Dec. 9, 2010, they may be deemed to beneficially own 2,664,563 shares, representing 10.5% of Molecular Insight Pharmaceuticals, Inc.'s Common Stock, $0.01 par value per share. Outstanding shares on Aug. 24, 2009. were 25,243,077, based on the information found in the Form S-3 filed on Aug. 28, 2009. A full-text copy of the SC 13D is available for free at: http://researcharchives.com/t/s?7418 About Molecular Insight Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company that provides services on the detection and treatment of various forms of cancer and other life-threatening diseases. The Debtor disclosed $36,453,000 in total assets and $198,829,000 in total debts as of September 30, 2010. Molecular Insight filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010. Kramer Levin Naftalis & Franklin LLP serves as the Debtor's lead bankruptcy counsel. Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, serves as the Debtor's local Massachusetts counsel. Foley & Lardner LLP is the Debtor's special counsel. Tatum LLC, a division of SFN Professional Services LLC, is the Debtor's financial consultant. Omni Management Group, LLC, is the claims, and balloting agent. MOMENTIVE PERFORMANCE: Incurs $62.96 Million Net Loss in 2010 ------------------------------------------------------------- Momentive Performance Materials Inc. filed its annual report on Form 10-K, reporting a net loss of $62.96 million on $2.58 billion of net sales for the year ended Dec. 31, 2010, compared with a net loss of $41.67 million on $2.08 billion of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.29 billion in total assets, $3.89 billion in total liabilities and $604.09 million in total deficit. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?7413 About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. Momentive carries a 'B3' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's Ratings Services. As reported by the Troubled Company Reporter on October 27, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Momentive Performance Materials Inc. to 'B-' from 'CCC+'. In addition, S&P raised its second lien, senior unsecured, and subordinated debt ratings by one notch to 'CCC' (two notches below the corporate credit rating) from 'CCC-'. The recovery ratings on these classes of debt remain unchanged at '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. At the same time, based on the corporate credit rating upgrade and its updated recovery analysis, S&P raised its senior secured debt rating by two notches to 'B' (one notch above the corporate credit rating) from 'CCC+' and revised the recovery rating to '2' from '3'. These ratings indicate S&P's expectation for substantial (70%-90%) recovery in the event of a payment default. MOMENTIVE SPECIALTY: Reports $214-Mil. Net Income in 2010 --------------------------------------------------------- Momentive Specialty Chemicals Inc. announced financial results for the fourth quarter and year ended Dec. 31, 2010. The Company reported net income of $53 million on $1.22 billion of net sales for the three months ended Dec. 31, 2010, compared with a net loss of $4 million on $1.01 billion of net sales for the same period during the prior year. The Company also reported net income of $214 million on $4.82 billion of net sales for the year ended Dec. 31, 2010, compared with net income of $117 million on $3.75 billion of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.13 billion in total assets, $5.15 billion in total liabilities, and a $2.02 billion total deficit. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?7410 About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. corporate credit rating from Standard & Poor's. As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors Service assigned a 'Caa1' rating to the guaranteed senior secured second lien notes due 2020 of Momentive Specialty (formerly known as Hexion Specialty Chemicals Inc.). Proceeds from the notes were allocated for the repayment of $533 million of guaranteed senior secured second lien notes due 2014. "With this refinancing Hexion will have refinanced or extended the maturities on the vast majority of the debt that was originally slated to mature prior to 2015. There is less than $600 million of this debt remaining, which should be much easier to for the company to refinance as its credit metrics improve further," stated John Rogers, Senior Vice President at Moody's. MSR RESORT: Ashner Calls Singapore 'Aggressive' on Offer -------------------------------------------------------- Michael Ashner, Winthrop Realty Trust's chief executive, told Bloomberg News that the proposal by the Government of Singapore Investment Corp. to buy five bankrupt resorts owned by Paulson & Co. and Winthrop "contains more contingencies than a Mideast peace plan." As reported in the Feb. 17, 2011 edition of the Troubled Company Reporter, Singapore's sovereign-wealth fund, already a mezzanine lender, has made a $1.48 billion offer to purchase five resorts of the Debtors. According to Bloomberg, the offer includes $1.12 billion in cash to cover what equates to the first mortgage and the first layer of $115 million in mezzanine debt. The remainder of the price represents a credit bid for the second and third mezzanine loans that the fund owns in the total amount of $360 million. The fund said the resorts haven't responded to the offer, even though the fund is willing to be the first bidder at a competitive auction. Mr. Ashner, Bloomberg discloses, said the Singapore fund's offer was an "aggressive move" that would wipe out Paulson and Winthrop, the new owners. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc. A joint venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the resorts before the foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. MT ZION: Court Continues Plan Confirmation Hearing to March 8 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has continued the hearing hearing to consider the confirmation of Mt. Zion Limited Partnership's Plan to March 8, 2011, at 10:30 a.m. at 219 South Dearborn, Courtroom 644, in Chicago, Illinois. As reported in the Troubled Company Reporter on September 1, the Plan provides for the distributions to the holders of allowed claims from funds realized from continued operation of the Debtor's business well as from existing cash deposits and cash resources of the Debtor. To the extent necessary, the balloon payment to PNC Bank, National Association, as required by the Plan, may be paid from the proceeds of the refinancing of the underlying mortgage indebtedness due to PNC. Treatment of Claims and Interests 1. Holders of Class 2 Secured Claims will receive or retain: a) its lien on the real property owned by the Debtor, with the same validity, enforceability, perfection and priority as it had on the petition date, until the claims are paid in full; and b) payment of the entire unpaid balance of the allowed Class 2 claim, including any accrued statutory interest, will be paid on the effective date. 2. Holders of Class 3 Allowed Claims of tenants at Woodspring Apartments will be paid full in cash. 3. Holders of Class 4 Other Secured Creditors Claims will be paid full in cash. 4. Holders of Class 5 General Unsecured Claims will receive 100% of the allowed of the Class 5 claims plus interest. 5. Holders Class 6 interests of the general and unlimited partners will retain their interests in the Debtor after confirmation of the Plan. A full-text copy of the Plan is available for free at: http://bankrupt.com/misc/MtZion_Plan.pdf About Mt. Zion Limited Partnership Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba Woodspring Apartments, owns and operates a residential apartment project located in Florence, Kentucky, known as Woodspring Apartments. The Company filed for Chapter 11 protection on April 23, 2010 (Bankr. N.D. Ill. Case No. 10-18075). David K Welch, Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million as of the Petition Date. MSR RESORT: La Quinta Vendors Await Payment ------------------------------------------- Mike Perrault at MyDessert.com reports that vendors in the Coachella Valley who provided products and services to La Quinta Resort & Club, PGA West and Citrus Club in La Quinta may have a tough time collecting for outstanding invoices, unbilled amounts and uncashed checks in the wake of the resorts' Chapter 11 bankruptcy protection. According to the report, vendors who provide everything from food and beverages to clothing and other items still are expected to honor their contractual relations while the case is pending. La Quinta Resort & Club Finance Director Michael Afloarei said that told vendors they will be paid for products and services rendered after Feb. 1, 2011. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc. A joint venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the resorts before the foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. NASSAU EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Nassau Equipment, Inc. 86130 Kutana Drive Yulee, FL 32097 Bankruptcy Case No.: 11-01224 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 2350 Park Street Jacksonville, FL 32204 Tel: (904) 521-9868 E-mail: jason@jasonaburgess.com Scheduled Assets: $1,417,366 Scheduled Debts: $1,975,297 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-01224.pdf The petition was signed by Neil A. Borum, president. NC DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: NC Development, LLC 1516 Jabez Run Millersville, MD 21108 Bankruptcy Case No.: 11-13720 Chapter 11 Petition Date: February 25, 2011 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Aryeh E. Stein, Esq. MERIDIAN LAW, LLC 104 Church Lane, Suite 100 Baltimore, MD 21208 Tel: (443) 326-6011 E-mail: aryehstein@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb11-13720.pdf The petition was signed by James W. Thomasson, Sr., manager. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- FPD, LLC 10-30424 09/03/10 Acorn Land, LLC 10-30437 09/03/10 Breezewood Homes, LLC 10-30441 09/03/10 First Development Group, LLC 10-30443 09/03/10 MD Homes, LLC 10-30444 09/03/10 NC Homes, LLC 10-30445 09/03/10 Tidewater Land, LLC 10-30446 09/03/10 Shadow Brook Farm, LLC 11-13726 02/25/11 7800 Philadelphia Road, LLC 11-13729 02/25/11 NEC HOLDINGS: Settles Remainder of $14-Mil. Dispute with Gores -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that National Envelope Corp. and Gores Group LLC, the purchaser of NEC's business, settled the last of their disputes over a working capital adjustment following the sale. From the $14 million held in escrow from the purchase price, the prior settlement gave NEC $5.1 million while $5.4 million went to the buyer. The new settlement covered the last part of the dispute, involving the remaining $3.5 million escrow relating to intellectual property. The settlement was approved by the bankruptcy judge last week. Mr. Rochelle discloses that the purchaser received $250,000 while $3.25 million went to NEC or its lenders. The purchaser bought the assets under a contract with a $208 million sticker price, including cash of $149.85 million. About NEC Holdings Uniondale, New York-based National Envelope Corporation was the largest manufacturer of envelopes in the world with 14 manufacturing facilities and 2 distribution centers and approximately 3,500 employees in the U.S. and Canada. NEC Holdings Corp., together with affiliates, including National Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D. Del. Lead Case No. 10-11890). Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the Debtors. David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co- counsel. The Garden City Group is the claims and notice agent. Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at Pachuiski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. Morgan Joseph & Co., Inc., is the financial advisor to the Committee. NEC Holdings estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. In September 2010, National Envelope's key assets were bought in a roughly $208 million deal by The Gores Group LLC, a West Coast private equity firm that manages about $2.9 billion of capital. NEW LEAF: Neil Russell Resigns as Member of the Board ----------------------------------------------------- On Feb. 21, 2011, Neil Russell tendered and New Leaf Brands, Inc.'s Board of Directors accepted his resignation as a member of the Company's Board of Directors. Mr. Russell was not a member of any committee of the Board at the time of his resignation. He resigned in order to devote more time to his personal business activities. About New Leaf Brands Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets and distributes healthy and functional ready-to-drink teas under the New Leaf(R) brand. The Company's balance sheet at Sept. 30, 2010, showed $5.31 million in total assets, $8.34 million in total liabilities, and a stockholders' deficit of $3.03 million. According to the Troubled Company Reporter on April 8, 2010, Mayer Hoffman McCann P.C., in Phoenix, Ariz., following the Company's 2009 results, 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, has a working capital deficiency, was not in compliance with certain financial covenants related to debt agreements, and has a significant amount of debt maturing in 2010. NO FEAR RETAIL: Stores to Remain Open While in Chapter 11 --------------------------------------------------------- Eastern Dirt Magazine reports that No Fear Real Estate Stores Inc. and two affiliates initiated bankruptcy reorganization proceedings in order to restructure the company's debt and re-align its business operations. The Company intends to work with its creditors and other stakeholders to execute its reorganization through Chapter 11. No Fear stores will remain open and business will continue as the company moves through the reorganization process. "Due to the state of the economy and the difficult operating environment within our industry, the company needs to re-organize its finances and operations," Eastern Dirt Magazine quotes Mark Simo, Chief Executive Officer of the Company, as saying. About No Fear Retail Stores No Fear Retail Stores Inc. has 41 stores in California, Arizona, Nevada and four other states. No Fear and its affiliates are part of a business enterprise that primarily involves the retail and wholesale sale of casual apparel and accessories as well as protective motocross equipment and licensing of intellectual property rights. Their corporate offices and warehouse are located at 1812 Aston Avenue, Carlsbad, California. No Fear Retail filed for Chapter 11 protection (Bankr. S.D. Calif. Lead Case No. 11-02896) in San Diego, California. No Fear Retail estimated assets of $10 million to $50 million and debts of up to $10 million as of the Chapter 11 filing. Affiliates No Fear MX, Inc. (Case No. 11-02897) and Simo Holdings, Inc. (Case No. 11- 02898) also filed for Chapter 11. David S. Kupetz, Esq., at Sulmeyer, Kupetz, in Los Angeles, represents the Debtor. NORTH TEXAS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: North Texas Rock and Sand, Ltd. 8908 Ambassador Row Dallas, TX 75247 Bankruptcy Case No.: 11-31195 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Richard G. Dafoe, Esq. VINCENT, LOPEZ, SERAFINO & JENEVEIN, P.C. 1601 Elm Street, Suite 4100 Dallas, TX 75201 Tel: (214) 979-7427 Fax: (214) 979-7402 E-mail: rdafoe@vilolaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb11-31195.pdf The petition was signed by Richard K. Leigh, member. NUTRACEA: Going Concern Doubt Still Exists Despite Emergence ------------------------------------------------------------ NutraCea filed on Feb. 24, 2011, its annual report for the fiscal year ended Dec. 31, 2009. BDO USA, LLP, in Phoenix, Ariz., expressed substantial doubt about NutraCea's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $169,144,000. "Also, in November 2009, the Company filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code. Although the Company emerged from bankruptcy in November 2010, there continues to be substantial doubt about its ability to continue as a going concern." The Company reported a net loss of $32.2 million on $33.2 million of revenues for 2009, compared with a net loss $64.6 million on $35.2 million of revenues for 2008. The Company's balance sheet at Dec. 31, 2009, showed $70.1 million in total assets, $34.6 million in total liabilities, and stockholders' equity of $35.5 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?741f About NutraCea Phoenix, Arizona-based NutraCea is a food ingredient and health company focused on the acquisition, processing and refinement of rice bran and derivative products. The Company has proprietary intellectual property that allows it to process and convert rice bran, one of the world's most underutilized food resources, into a highly nutritious ingredient, stabilized rice bran ("SRB") that has applications in various food products. Nutracea filed for Chapter 11 bankruptcy protection on Nov. 10, 2009 (Bankr. D. Ariz. Case No. 09-28817). NutraCea emerged from Chapter 11 bankruptcy protection effective Nov. 30, 2010. O'CHARLEY'S INC: S&P Downgrades Corporate Credit Rating to 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Nashville-based O'Charley's Inc. to 'B' from 'B+'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's subordinated debt to 'B-' from 'B'. The recovery rating remains '5', indicating S&P's expectation for modest (10%-30%) recovery in the event of a payment default. "The downgrade reflects S&P's expectation that commodity costs, such as beef and poultry, will rise further in 2011," said Standard & Poor's credit analyst Andy Sookram, "and the operating environment will be unfavorable due to high unemployment and intense competition." Given these assumptions, S&P is forecasting a further decline in credit metrics. ONTARIO FARM: Back Pay Available for Caribbean Guest Workers ------------------------------------------------------------ According to a press release by Agriculture Workers Alliance/UFCW Canada, through the group's efforts, the door has been opened for about 130 migrant and domestic farm workers to get money they were owed when the Ontario farm they worked at declared bankruptcy last fall. Carolina Ramirez, a landed immigrant from Colombia who worked at the farm, recently received a cheque for more than $1,400 after staff at the AWA centre in Simcoe, Ontario filed a test claim on her behalf under the Wage Earner Protection Act. The story goes back to November 2010, when workers from Jamaica, Barbados, Trinidad, Mexico and Ontario were left stranded and owed weeks of back pay after the owner of Ghesquiere Farms near Simcoe, Ontario filed for bankruptcy. Within hours, staff at the AWA centre in Simcoe contacted the workers to ensure they were safe, and to investigate how to recoup the wages owed them. "We immediately contacted the Ontario Ministry of Labour, and the federal government to let them know what was happening," says Stan Raper, the national coordinator of the AWA. "We were advised of the Wage Earner Protection Act, and immediately filed a test claim." The AWA/UFCW Canada efforts that got the process rolling could ultimately mean about a quarter-of-a-million dollars will be recovered for the Ghesquiere workers. "We're glad a procedure is now in place for workers to finally get the money owed them," says Wayne Hanley, the national president of UFCW Canada. "At the same time, the stress and abuse the workers went through should never have happened in first place if the Harper government properly monitored what goes on under its temporary foreign worker programs." "We will continue our longstanding efforts to ensure that the rights and safety of migrant farm workers are respected by the farm industry - and by the government." UFCW Canada is Canada's largest private-sector union, with more than 250,000 members, including migrant farm workers at a number of Canadian agriculture operations. In association with the AWA, UFCW Canada also operates ten agriculture worker support centres across Canada, and for more than two decades has been a leading advocate for the rights of both domestic and migrant farm workers. PACIFICA MESA: Albuquerque Studios Foreclosure Delayed ------------------------------------------------------ Sharon Erickson at KOB Eyewitness News 4 report that the ongoing battle for financial control of a local movie studio has been stalled yet again after a foreclosure sale was delayed. According to the report, the meeting was set to discuss the financial woes of Albuquerque Studios, which is the largest production facility in the country. The studio's owner, Pacifica Mesa Studios, and one junior lender is worried Pacifica may be looking to liquidate their assets for quick cash instead of reorganizing. The report notes Albuquerque Studios owes more than $100 million to various lenders. The law firm handling the studio's foreclosure told KOB Eyewitness News 4 that the sale was rescheduled for March 24 but did not say why the meeting was delayed. About Pacifica Mesa Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba Albuquerque Studios and ABQ Studios, filed for Chapter 11 bankruptcy protection on July 20, 2010 (Bankr. C.D. Calif. Case No. 10-18827). Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, assists the Debtor in its restructuring effort. The Company estimated $50 million to $100 million in assets and $100 million $500 million in liabilities in its Chapter 11 petition. PAIR-A-DICE MOBILE: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Pair-A-Dice Mobile Home Park, LLC 2067 Las Vegas Boulevard North No Las Vegas, NV 8903 Bankruptcy Case No.: 11-12534 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: David Mincin, Esq. LAW OFFICES OF RICHARD MCKNIGHT, P.C. 330 S. Third Street Las Vegas, NV 89101 Tel: (702) 388-7185 E-mail: dmincin@lawlasvegas.com Scheduled Assets: $3,533,208 Scheduled Debts: $3,276,514 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-12534.pdf The petition was signed by Peyman Masachi, managing member. PEACE HILLS: AM Best Upgrades Financial Strength Rating to 'B+' --------------------------------------------------------------- A.M. Best Co. has upgraded the financial strength rating to B+ (Good) from B (Fair) and issuer credit rating (ICR) to "bbb-" from "bb" of Peace Hills General Insurance Company (Peace Hills) (Alberta). The outlook for both ratings is stable. The rating actions reflect Peace Hills' improved risk-adjusted capitalization and continued favorable operating performance. Peace Hills has continued to focus its efforts on underwriting core business lines, which contributed to the company's positive results in 2010. The management team has taken decisive action to help maintain future positive earnings by increasing rates and fostering ties to its independent brokers. Despite the realized capital losses suffered in 2008, net investment income also has been a steady contributor to equity. The company has reduced its exposure to equities and modified its investment policy to reallocate assets to reflect a more conservative mix. These positive rating factors are partially offset by challenges due to continuing soft commercial market conditions, strong competitive market pressures and a recent trend of more frequent and severe weather-related events. These concerns are partially mitigated by Peace Hills' property catastrophe reinsurance protection provided by sound reinsurers that appears to reasonably protect equity in case of catastrophe events. A.M. Best anticipates that risk-adjusted capitalization will show modest improvement from earnings in the near term absent further unanticipated increases in frequency and/or severity of claims. PETALUMA GREENBRIAR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Petaluma Greenbriar Investments 1, LLC 1600 Los Gamos Drive, Suite 345 San Rafael, CA 94903 Bankruptcy Case No.: 11-10653 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: David N. Chandler, Esq. LAW OFFICES OF DAVID N. CHANDLER 1747 4th Street Santa Rosa, CA 95404 Tel: (707) 528-4331 E-mail: DChandler1747@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb11-10653.pdf The petition was signed by Bijan Madjlessi, president of manager. Debtor-affiliates filing separate Chapter 11 petitions on Feb. 24, 2011: Entity Case No. ------ -------- Petaluma Greenbriar Investments 2, LLC 11-10654 Petaluma Greenbriar Investments 5, LLC 11-10655 PIONEER VILLAGE: Falk Family Plans to Acquire Assets for $12 Mil. ----------------------------------------------------------------- Greg Stiles at the Mail Tribune reports that Falk Family Investments has expressed interest in acquiring the senior living center Pioneer Village Investments LLC for $12 million, along with an additional $500,000 that would go to people who had made deposits on living units. Falk Family Investments is based in Canyonville and operates other senior housing facilities. Along with the $12 million, $250,000 would be set aside on closing for people who had made deposits to live in the complex. An additional $250,000 payment would go to those creditors on the fifth anniversary of closing. The purchase offer would be subject to financing and due diligence contingencies as well as acceptance by the regional U.S. bankruptcy trustee. The Mail Tribune relates that PremierWest Bank and Pioneer Village have submitted competing plans to payoff creditors. According to the Mail Tribune, citing court document, James Erskine, a vice president and senior commercial lender for PremierWest Bank, also said he had received inquiries from MBK Senior Living, Avamere and Emeritus Senior Living -- "all companies with a significant presence in the assisted living/senior housing industry." About Pioneer Village Investments Portland, Oregon-based Pioneer Village Investments, LLC, operates a continuing care retirement facility in the city of Jacksonville, Oregon, providing for "independent living' facilities for elderly residents, assisted living for residents who are less able to care for themselves, and other facilities designed to accommodate the needs of elderly residents. Pioneer Village Investments, LLC, c/o Farmington Centers, Inc., filed for Chapter 11 on May 13, 2010 (Bankr. D. Ore. Case No. 10-62852). Douglas P. Cushing, Esq., at Jordan Schrader Ramis PC, in Lake Oswego, Ore., assists the Debtor in its restructuring effort. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. POINT BLANK: Settles SEC Charges; Suit vs. Execs. to Continue ------------------------------------------------------------- The Securities and Exchange Commission on Feb. 28 charged a major supplier of body armor to the U.S. military and law enforcement agencies for engaging in a massive accounting fraud. The agency separately charged three of the company's former outside directors and audit committee members for their complicity in the scheme. The SEC alleges that Pompano Beach, Fla.-based DHB Industries -- now known as Point Blank Solutions -- engaged in pervasive accounting and disclosure fraud through its senior officers and misappropriated company assets to personally benefit the former CEO. This resulted in the filing of materially false and misleading periodic reports to investors. The SEC further alleges that outside directors Jerome Krantz, Cary Chasin, and Gary Nadelman were willfully blind to numerous red flags signaling the accounting fraud, reporting violations, and misappropriation at DHB. The SEC previously charged former DHB CEO David Brooks as well as two other former DHB senior officers for their roles in the fraud. "We will not second-guess the good-faith efforts of directors. But in stark contrast, Krantz, Chasin and Nadelman were directors and audit committee members who repeatedly turned a blind eye to warning signs of fraud and other misconduct by company officers," said Robert Khuzami, Director of the SEC's Division of Enforcement. Eric I. Bustillo, Director of the SEC's Miami Regional Office, added, "This massive accounting fraud permeated throughout an entire company and was facilitated by the egregious, wholesale failure of the company's board to act in the face of mounting red flags. As the fraud swirled around them, Krantz, Chasin, and Nadelman ignored the obvious and submitted to the directives and decisions of DHB's senior management while themselves profiting from sales of the company's securities." The SEC filed two separate complaints in U.S. District Court for the Southern District of Florida against DHB and the former outside directors. According to the SEC's complaint against Krantz, Chasin, and Nadelman, their willful blindness to red flags allowed senior management to manipulate the company's reported gross profit, net income, and other key figures in its earnings releases and public filings between 2003 and 2005. The company overstated inventory values, failed to include appropriate charges for obsolete inventory, and falsified journal entries. By ignoring red flags, the three outside directors also facilitated the misconduct by Brooks, who diverted at least $10 million out of the company through fraudulent transactions with a related entity that he controlled. Their willful blindness to red flags additionally facilitated DHB's improper payment of millions of dollars in personal expenses for Brooks, including luxury cars, jewelry, art, real estate, extravagant vacations, and prostitution services. Despite being confronted with the red flags indicating fraud, Krantz, Chasin, and Nadelman approved or signed DHB's false and misleading filings. The SEC's complaints against DHB, Krantz, Chasin, and Nadelman charge them with violating or aiding and abetting the antifraud, reporting, books and records, and other provisions of the federal securities laws. DHB has agreed to settle with the SEC and agreed to a permanent injunction from future violations. The proposed settlement took into account the remedial measures already taken by the company. The company is currently in bankruptcy and its settlement with the SEC is pending the approval of the bankruptcy court. The SEC seeks injunctive relief, disgorgement of ill- gotten gains, monetary penalties, and officer and director bars against Krantz, Chasin, and Nadelman. The U.S. Attorney's Office for the Eastern District of New York previously filed criminal charges against Brooks, Hatfield, and Schlegel based on the same misconduct. On Sept. 14, 2010, a jury convicted Brooks and Hatfield of, among other things, multiple counts of securities fraud, insider trading, and obstruction of justice, including obstructing the SEC's investigation. Brooks and Hatfield are awaiting sentencing. Schlegel previously pled guilty to criminal charges pursuant to a plea agreement. The SEC's civil actions against Brooks, Hatfield, and Schlegel are stayed pending the full resolution of the criminal actions. The SEC's case was investigated by attorneys Sondra Hickey Panahi, Christine Lynch, and Chedly C. Dumornay, and accountant Michelle Lama of the SEC's Miami Regional Office. Christopher Martin of the Miami Regional Office will be litigating the SEC's case. A copy of the SEC's suit against the Company is available at: http://is.gd/EcOIuM A copy of the SEC's suit against the directors is available at: http://is.gd/5t4xJ4 Consent Agreement with SEC Dow Jones' Small Cap reports that Point Blank Solutions Inc. struck a deal to head off a potential lawsuit from the U.S. Securities & Exchange Commission accusing it of fraud and other violations of securities rules. The report relates that the SEC has already filed complaints against three of the company's former officers, alleging that they defrauded investors, and was gearing up to launch litigation against Point Blank itself. But last year, DBR recounts, Point Blank and the SEC negotiated a settlement that "completely resolve[s]" the SEC's claims against the company, and Point Blank is now ready to present the deal to the bankruptcy court for approval. Under the so-called "consent agreement," Point Blank is prohibited from further violating securities rules but will not have to see any damages or monetary penalties, according to DBR. In order to keep its end of the bargain, Point Blank plans to deregister itself so that it doesn't have to get up to date with public disclosures, which could cost $1 million in legal and accounting fees, the company said in court papers, the report adds. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-counsel. PRES-LAHAINA: U.S. Trustee Wants Case Converted to Chapter 7 ------------------------------------------------------------ Nancy S. Goldenberg, the U.S. Trustee for Region 16, asks the Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California to convert the Chapter 11 case of Pres- Lahaina Square LLC and VLJ Aloha LLC to Chapter 7 liquidation proceedings, or dismiss the cases. The U.S. Trustee asks for payment for any quarterly fees due and payable to it. The U.S. Trustee tells the Court that: * the Debtors have failed to file a plan an disclosure statement in compliance with the Court deadline imposed of Nov. 1, 2010; * a lender had recently been granted relief from the automatic stay by the Court, allowing the lender to commence foreclosure proceedings on the estates' sole asset; and * the Debtors have not filed monthly operating reports for the months of October, November & December 2010. A hearing is set for March 2, 2011, at 10:00 a.m., in Courtroom 5B to consider the trustee's conversion request. Objections, if any, are due not less than 14 days before that hearing date. Newport Beach, California-based Pres-Lahaina Square LLC filed for Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. C.D. Calif. Case No. 10-18065). Marc J. Winthrop, Esq., who has an office in Newport Beach, California, assists the Debtors in their restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. The Company's affiliate, VLJ Aloha LLC, filed a separate Chapter 11 petition on June 15, 2010 (Case No. 10-18067). R&G FINANCIAL: Exclusive Plan Filing Period Extended to June 30 --------------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved R&G Financial Corporation's motion seeking to extend the exclusive period that the Company can file a Chapter 11 Plan and solicit acceptances thereof through and including April 30, 2011 and June 30, 2001, respectively. San Juan, Puerto Rico-based R&G Financial Corporation filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. P.R. Case No. 10-04124). Jorge I. Peirats, Esq., at Pietrantoni, Mendez & Alvarez, assists the Company in its restructuring effort. The Company disclosed US$40,213,356 in assets and US$420,687,694 in debts. RANCHER ENERGY: Linc Expects to Close Purchase by March ------------------------------------------------------- ITnews reports that Linc Energy Limited announced that its wholly owned subsidiary, Linc Energy Petroleum (Wyoming) Inc., has acquired three producing oil fields from Rancher Energy Corp. The three oil fields have been acquired from Rancher Energy Corp. for $20 million. Prior to entering Chapter 11 bankruptcy, Rancher Energy Corp. had acquired the three fields for a total consideration of approximately $70 million. The Linc acquisition of the Rancher Energy assets was approved by the United States Bankruptcy Court on Feb. 24, 2011 and completion of the transaction is expected in March 2011. The three fields purchased from Rancher Energy are "Big Muddy", "South Glenrock B" and "South Cole Creek". The fields, located 15 miles east of Casper, Wyoming, have combined production of 146.6 million barrels of oil to date from an estimated Original Oil in Place of 466.6 million barrels of oil. About Rancher Energy Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ) -- http://www.rancherenergy.com/-- is an independent energy company that explores for and develops produces, and markets oil and gas in North America. The Company operates four fields in the Powder River Basin, Wyoming, which is located in the Rocky Mountain region of the United States. The Company was formerly known as Metalex Resources, Inc. and changed its name to Rancher Energy Corp. in 2006. Rancher Energy Corp. was incorporated in the State of Nevada on February 4, 2004. Rancher Energy filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring effort. In its petition, the Company estimated assets and debts of between $10 million and $50 million each. On Feb. 16, 2011, the Bankruptcy Court approved the sale of substantially all of the Company's assets to DIP Lender Linc Energy Petroleum, Inc., for the price of approximately $20 million. The closing and settlement dates for the sale are yet to be determined. REDDY ICE: Annual Meeting of Stockholders Scheduled for May 19 -------------------------------------------------------------- On Feb. 23, 2011, the Board of Directors of Reddy Ice Holdings, Inc. established the date of the Company's 2011 annual meeting of stockholders and set the record date for stockholders eligible to vote at the annual meeting. The Company's 2011 annual meeting of stockholders will be held on Thursday, May 19, 2011. The Board has fixed the close of business on April 1, 2011 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and any postponement or adjournment thereof. About Reddy Ice Reddy Ice Holdings, Inc. -- http://www.reddyice.com/-- manufactures and distributes packaged ice in the United States. The company serves variety of customers in 31 states and the District of Columbia under the Reddy Ice brand name. * * * Reddy Ice carries 'B-' issuer credit ratings, with "negative" outlook, from Standard & Poor's. As reported by the Troubled Company Reporter on Aug. 17, 2010, Moody's Investors Service lowered Reddy Ice Holdings' corporate family and probability-of-default ratings to B3 from B2, and its $12 million senior discount notes due 2012 to Caa2 from Caa1. Moody's also lowered the rating on Reddy Ice Corporations' $300 million first lien senior secured notes due 2015 to B2 from B1 and the $139 million second lien notes due 2015 to Caa2 from Caa1. The ratings outlook remains negative. The speculative grade liquidity rating was affirmed at SGL-3. The ratings downgrade was prompted by Reddy Ice's elevated financial leverage through the first half of 2010 due to weaker than expected operating performance and the expectation that leverage will remain elevated. The B3 corporate family rating considers ongoing operational risks related to weather as well as increasing acquisition activity. REFCO INC: RGL Seeks Partial Summary Judgement vs., Cantor, et al. ------------------------------------------------------------------ In the adversary proceeding Refco Group Ltd., LLC, vs. Cantor, et al. (Bankr. S.D.N.Y), Plaintiff Refco Group Ltd. asks the court to enter an order granting partial summary judgment: (i) requiring Cantor Index Holdings, L.P., to provide to RGL audited annual financial statements for the years 2002 through the present; and (ii) awarding RGL its costs and disbursements in connection with the action, including reasonable attorneys' fees and expenses. The First Cause of Action of the Amended Complaint commenced by RGL against Cantor seeks specific performance of Section 9.02 of a Partnership Agreement among the parties dated January 2002, which provides that the partnership, Cantor Index, shall provide its limited partner, RGL, "audited annual financial statements" "as soon as practicable following the end of each year." The Debtors require these statements in order to assist in valuing RGL's interest in Cantor Index and/or in determining the events that affected any loss in that value, Arthur H. Ruegger, Esq., at SNR Denton US LLP, in New York, asserts. The audited annual financial statements have never been provided to RGL and, apparently, have never been created despite the express requirement of the Partnership Agreement, he contends. The financial statements may be a critical tool in properly valuing RGL's interest or determining what happened to that interest's value, he avers. "For all of these reasons, partial summary judgment should issue requiring specific performance of the obligation to have such statements prepared and provided to RGL," Mr. Ruegger asserts. Mr. Ruegger filed a separate declaration to the Court in support of RGL's present request. Under the declaration, he reiterated that RGL invested $8 million in return for a 10% limited partnership interest in Cantor Index. He further disclosed to the Court that since January 2002, RGL has never received any audited annual financial statements from Cantor Index. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- was a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries were members of principal U.S. and international exchanges, and were among the most active members of futures exchanges in Chicago, New York, London and Singapore. Refco was also a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco was one of the largest global clearing firms for derivatives. The Company had operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc., and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REGAL ENTERTAINMENT: Consummates $1-Bil. Secured Refinancing ------------------------------------------------------------ On May 19, 2010, Regal Cinemas Corporation, a wholly owned subsidiary of Regal Entertainment Group, entered into a sixth amended and restated credit agreement, with Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and the lenders party thereto, which consists of a term loan facility with a final maturity date in November 2016. On Feb. 23, 2011 Regal Cinemas entered into a permitted secured refinancing agreement with Regal Entertainment Holdings, Inc., REG, the Guarantors, Credit Suisse, and the Lenders, which amends and refinances the Existing Term Facility under the Amended Senior Credit Facility. Pursuant to the Refinancing Agreement, Regal Cinemas consummated a permitted secured refinancing of the Existing Term Facility in the amount of $1,006.0 million, and in accordance therewith the Lenders advanced term loans in an aggregate principal amount of $1,006.0 million with a final maturity date in August 2017. Together with other amounts provided by Regal Cinemas, proceeds of the New Term Loans were applied to repay all of the outstanding principal and accrued and unpaid interest on the Existing Term Facility under the Amended Senior Credit Facility in effect immediately prior to the making of the New Term Loans. In addition to extending the maturity date of the New Term Loans, the Refinancing Agreement also amends the Amended Senior Credit Facility by reducing the interest rate on the New Term Loans, by providing, at Regal Cinemas' option, either a base rate or an adjusted LIBOR rate plus, in each case, an applicable margin that is determined according to the consolidated leverage ratio of Regal Cinemas and its subsidiaries. Such applicable margin will be either 2.00% or 2.25% in the case of base rate loans and either 3.00% or 3.25% in the case of LIBOR rate loans. The Refinancing Agreement also amends the Second Amended and Restated Guaranty and Collateral Agreement, dated May 19, 2010, to exclude Margin Stock from the grant of the security interest in the Collateral used to secure the obligations under the Amended Senior Credit Facility. A full-text copy of the Refinancing Agreement is available for free at http://ResearchArchives.com/t/s?7414 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. ROBB & STUCKY: Can Hire AlixPartners as Communication Consultant ---------------------------------------------------------------- Robb & Stucky Limited LLLP sought and obtained interim authorization from the Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida to employ AlixPartners, LLP, as communication consultant. AlixPartners will: a. work at the direction of the Debtor and the Debtor's counsel to assist with the planning and directing Chapter 11-related communications to media, clients, employees, vendors, and parties-in-interest; and b. assist with other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid based on the hourly rates of its professionals: Managing Directors $505 Directors $415 Vice Presidents $345 Associates $290 Analysts $195 Paraprofessionals $120 Michelle Cammpbell, managing director of AlixPartners, firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The Court has set a final hearing for March 21, 2011 at 2:30 p.m., on the Debtor's request to hire AlixPartners as communication consultant. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801). Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. The Debtor estimated its assets and debts at $50 million to $100 million. ROBB & STUCKY: Gets Court's Nod to Reject Executory Contracts ------------------------------------------------------------- The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida has granted Robb & Stucky, Limited LLLP's request to reject executory contracts and unexpired leases. A list of the contracts to be rejected are available for free at: http://bankrupt.com/misc/ROBB&STUCKY_executiorycontracts.pdf The Debtor determined, in its business judgment, that the Contracts and Leases are either unnecessary to the administration of the estate or burdensome because the Debtor is either unable to perform, or the cost to perform is greater than the benefit to the estate. The Debtor assured the Court that it won't profit from the continued performance under the Contracts or Leases. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801). Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. The Debtor estimated its assets and debts at $50 million to $100 million. ROBB & STUCKY: Has Interim OK to Hire Berger as Bankr. Counsel -------------------------------------------------------------- Robb & Stucky Limited LLLP sought and obtained interim authorization from the Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida to employ Berger Singerman, P.A., as bankruptcy counsel, nunc pro tunc to the Petition Date. Berger Singerman will: a. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Guidelines and Reporting Requirements and with the rules of the Court; b. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the Debtor's bankruptcy case; c. protect the interests of the Debtor in all matters pending before the Court; and d. represent the Debtor in negotiations with its creditors and in the preparation of a plan. Berger Singerman will be paid based on the hourly rates of its professionals: Attorneys $225-$625 Jordi Guso $555 Paul Steven Singerma $595 Associate Attorneys $225-$385 Paralegals $75-$195 Paul Steven Singerman, Esq., a shareholder at Berger Singerman, assures the Court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The Court has set for March 21, 2011, at 2:30 p.m., a final hearing on the Debtor's request to hire Berger Singerman as bankruptcy counsel. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801). FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. The Debtor estimated its assets and debts at $50 million to $100 million. ROBERT PRINTZ: Parties Await Plan Ruling ---------------------------------------- Ryan Denham at Pantagraph.com in Bloomington, Illinois, reports that a judge's ruling is expected soon on a bankrupt Central Illinois farmer's plan to stay in business this season -- a plan opposed by a key creditor who says it's too risky. According to Pantagraph.com, Robert Printz and his spouse Julie Printz are seeking Judge Mary P. Gorman's approval to spend more than $1.6 million of cash collateral from CNH Capital America LLC, and borrow $1.05 million for seed, chemicals and other supplies, in hopes of farming this year on a reduced number of acres, about 5,000, said Printz attorney Jonathan Backman. The report adds that CNH Capital, which has provided secured financing for the Printzes' businesses and is owed about $9 million, filed an objection last week to the cash-collateral plan. CNH says it is "being asked to bear the entire risk" of the Printzes' 2011 operations, and that a replacement lien offered to CNH for future crops is not adequate protection. Robert Printz and his spouse Julie Printz filed for Chapter 11 bankruptcy protection on Dec. 31, 2010 (Bankr. C.D. Ill. Case No. 10-73865). The Debtors disclosed $12.7 million in assets against $20.2 million in liabilities. The Printzes operate Printz Farms, which has 8,000 acres, mostly cash-rent land in McLean and Livingston counties, Illinois. They also own smaller trucking, seed and farm-equipment companies. ROTHSTEIN ROSENFELDT: Court Approves Adler Accord With Trustee -------------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Judge Raymond B. Ray of the U.S. Bankruptcy Court in Fort Lauderdale, Fla., on Friday approved a settlement that frees former Scott Rothstein partner Russell Adler from litigation in exchange for up to $500,000, court papers show. Mr. Adler was one of three name partners at the Rothstein Rosenfeldt Adler law firm in South Florida, which Mr. Rothstein and Stuart Rosenfeldt cofounded in 2002. Ms. Palank recounts that Bankruptcy trustee Herbert Stettin sued Mr. Adler and his wife Katie in February 2010 seeking to recover nearly $580,000 that he alleged Mr. Adler was overpaid by over a nearly two-year span. Mr. Stettin, as DBR Small Cap has previously reported, also targeted loans the law firm made to the couple in the amount of $655,000, which the Adlers then used to purchase a Manhattan apartment. According to Ms. Palank, under the deal, Mr. Adler must pay Rothstein Rosenfeldt Adler's bankruptcy estate either $350,000 within the next 30 months or $500,000 after that. The settlement makes it clear that the Adlers can't file for personal bankruptcy to avoid paying. Ms. Palank relates that no criminal charges have been filed against Adler in connection with the Ponzi scheme his former partner ran, but the Broward Daily Business Review said the Florida Bar is currently investigating the attorney and other former Rothstein Rosenfeldt Adler partners. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. RUGGED BEAR: Auction for Substantially All Assets Set for March 2 ----------------------------------------------------------------- As reported in the Troubled Company Reporter on Feb. 15, 2011, Boston-based Gordon Brothers was tapped to be the bidder to beat in a possible competition to handle Rugged Bear's upcoming store closures. On Feb. 18, 2011, the U.S. Bankruptcy Court for the District of Massachusetts approved the bid procedures and the Breakup Fee to govern the sale of substantially all assets of The Rugged Bear Company. Gordon Brothers Retail Partners, LLC (the "Agent), pursuant to the Agency Agreement dated Feb. 11, 2011, will serve as the "stalking horse" bidder for the auction to be conducted on March 2, 2011, with respect to the Inventory Sales. There shall be no "stalking horse" bidder for the Auction with respect to the sale of the Intellectual Property. Objections to the motion or the sales contemplated must be filed with the Court no later 10:00 a.m. on March 1, 2011. The sale hearing will commence immediately following the Auction. The Agent is granted a Breakup Fee in the amount of $35,000, which will be payable in the event the Court approves, and the Debtor consummates, an Inventory Sale to a Successful Bidder who is not the Agent. A copy of the approved bid procedures is available for free at: http://bankrupt.com/misc/RuggedBeard.ApprovedBidProcedures.pdf As reported in the Troubled Company Reporter on Feb. 15, 2011, Boston-based Gordon Brothers was tapped to be the bidder to beat in a possible competition to handle Rugged Bear's upcoming store closures. About The Rugged Bear Headquartered in Norwood, Massachusetts, The Rugged Bear Company is a chain of retail children's clothing stores New England, New York and New Jersey. It filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011. Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the Debtor's bankruptcy counsel. Consensus Advisers, LLC, is the Debtor's financial advisor. The Debtor estimated its assets and debts at $10 million to $50 million. RYLAND GROUP: Incurs $85.14 Million Net Loss in 2010 ---------------------------------------------------- The Ryland Group, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting a net loss of $85.14 million on $1.06 billion of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $162.47 million on $1.28 billion of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.65 billion in total assets, $1.09 billion in total liabilities, and $561.66 million in total equity. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?7419 About Ryland Group Headquartered in Calabasas, California, The Ryland Group, Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's largest homebuilders and a leading mortgage-finance company. Since its founding in 1967, Ryland has built more than 285,000 homes and financed more than 240,000 mortgages. The Company currently operates in 15 states and 19 homebuilding divisions across the country and is listed on the New York Stock Exchange under the symbol "RYL." * * * As reported by the Troubled Company Reporter on June 21, 2010, Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer Default Rating at 'BB'; and Senior unsecured debt at 'BB'. The Rating Outlook has been revised to Stable from Negative. Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3" probability of default rating, "Ba3" senior unsecured notes rating, and "SGL-2" speculative grade liquidity rating. Ryland Group carries Standard & Poor's Ratings Services' 'BB-' corporate credit and senior unsecured note ratings. SENSATA TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised the ratings on sensors and controls manufacturer Sensata Technologies B.V., including the corporate credit rating, to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised the ratings on the company's senior secured debt to 'BB+' (two notches above the corporate credit rating) from 'BB' with a recovery rating of '1', indicating S&P's expectation that lenders would receive very high (90%-100%) recovery in a payment default scenario. S&P also raised its rating on the company's unsecured and subordinated debt to 'B' from 'B-' with a recovery rating of '6', indicating S&P's expectation that lenders would receive negligible (0%-10%) recovery in a payment default scenario. "The rating actions reflect further improvements in Sensata's credit measures and the continuing ownership reduction of its majority owner, private equity firm Bain Capital, which S&P believes provides further indication that the company is likely to maintain a less-aggressive financial policy," said Standard & Poor's credit analyst Dan Picciotto. "S&P believes operating trends for 2011 remain favorable and that the company has demonstrated good profitability through the economic downturn and into the upturn." In 2011, S&P expects Sensata's adjusted operating margin (before depreciation and amortization) to remain very good at around 30% and for revenue growth to exceed 10% (benefiting from recently announced acquisition of the Honeywell Automotive On Board business). S&P believes credit measures may exceed its expectations for the current rating, including funds from operations to debt of 15%-20%, but continued majority ownership by Bain Capital remains a risk, since it relates, in S&P's view, to the company's financial policy. The ratings on Sensata reflect its aggressive financial risk profile and satisfactory business risk profile. The company's high debt levels more than offset its good geographic diversification, solid operating margins, and decent operating prospects if economic conditions do not deteriorate markedly. The outlook is stable. The company's credit measures have improved and are meeting S&P's expectations at the current ratings. Sensata has some capacity to pursue debt-financed acquisitions at the current ratings. It has publicly indicated that it will reduce leverage, but it is still majority-owned by Bain Capital. "S&P could lower the ratings if S&P sees signs that the company will pursue a more aggressive financial policy or if market conditions become unfavorable, resulting in deteriorating credit measures, for instance, if S&P thought adjusted FFO to debt would decline to less than 15% and near-term improvement was unlikely," Mr. Picciotto continued. "S&P could raise the ratings if S&P expects improved operating performance to result in FFO to total adjusted debt to be sustained at 20% or more, and S&P see further indications that Bain Capital is likely to substantially reduce its investment in Sensata." SHOPPES AT LAKESIDE: Hearing on Cash Use Reset to March 17 ---------------------------------------------------------- The hearing scheduled to be heard in Shoppes of Lakeside, Inc.'s case scheduled to be heard in this case on Feb. 24, 2011, is rescheduled and will be held on March 17, 2011 , at 1:30 p.m., in 4th Floor Courtroom 4A, 300 North Hogan Street, in Jacksonville, Florida, to consider and act upon the following matter: (1) Disclosure Statement, and (2) Motion to Use Cash Collateral of Ameris Bank and transact such other business as may properly come before the hearing. As reported in the Troubled Company Reporter on Sept. 29, 2010, The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida authorized, on an interim basis, Shoppes of Lakeside, Inc., to use cash securing its obligation to secured creditors. The Debtor would use the cash collateral to fund expenses necessary to preserve its business, including insurance, maintenance, repairs, property taxes, and adequate protection payments. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the secured creditors: -- regular payments of 9,903 to Putnam State Bank beginning November 1, 2010; -- regular payments at contractual rate to Jacksonville Bank on 300 W. Adams beginning October 1; -- regular payments at contractual interest rate to Jacksonville Bank on 937 Main St. beginning November 1; and -- adequate protection payments to other cash collateral lenders of 4% interest only beginning 90 days from the entry of the order. The Debtor, on the interim basis, is only authorized to use Vystar Credit Union cash collateral to make insurance, utility and maintenance payments on the Vystar properties. About Shoppes of Lakeside, Inc. Neptune Beach, Florida-based Shoppes of Lakeside, Inc., filed for Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. M.D. Fla. Case No. 10-05199). Bryan K. Mickler, Esq., who has an office in Jacksonville, Florida, assists the Company in its restructuring effort. The Company disclosed $39,894,050 in assets and $37,748,101 in liabilities. SOMERSET PROPERTIES: Wants March 9 Extension to Plan Deadline ------------------------------------------------------------- Somerset Properties SPE LLC asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for permission to extend the time to file a Chapter 11 plan of reorganization until March 9, 2011. Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns six office buildings in Raleigh, North Carolina. The Company filed for Chapter 11 bankruptcy protection on (Bankr. E.D.N.C. Case No. 10-09210). William P. Janvier, Esq., at Janvier Law Firm, PLLC, represents the Debtor in its restructuring effort. The Company disclosed $36,496,015 in assets and $28,825,521 in liabilities as of the Chapter 11 filing. SONRISA PROPERTIES: Hearing on Amended Plan Outline Set for Today ----------------------------------------------------------------- The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas will convene a hearing today, March 1, 2011, at 10:45 a.m., to consider adequacy of the Disclosure Statement explaining Sonrisa Properties, Ltd.'s Plan of Reorganization, as twice amended as of Feb. 14. The Second Amended Disclosure Statement relates to the Second Amended Plan filed on Jan. 4. The Debtor related that its affiliate, Sonrisa Realty Partners, Ltd., continued negotiations with Tanger Devco LLC, for the purchase of the 35 acres of undeveloped land in League City, Texas, after the Court's approval of its First Amended Disclosure Statement. The renewed negotiations culminated in the execution of an amended agreement between SRP and Tanger Devco for the purchase of the 35 acres and the filing of a Second Amended Plan by the Debtor and SRP on Feb. 4. As reported in the Feb. 23, 2011 edition of the TCR, 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 Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan represents (1) a restructuring of the indebtedness to Compass Bank over a two year term from the Effective Date of the Plan; (2) an Amended and Restated Offer to Purchase and Contract - Vacant Land between the Debtor Sonrisa Realty Partners, Ltd. and Tanger Devco, for the purchase of property owned by SRP; (3) a loan to SRP by Tanger Devco, LLC or its affiliate in the amount of $1,350,000 (secured by a Second Lien Deed of Trust on the subject 35 acres and SRP's remaining property) to fund a $1,000,000 principal reduction payment to Compass Bank and a $350,000 interest reserve to be used to pay interest as it accrues; and (4) additional sale agreements to develop and sell the remaining property owned by the Debtor and SRP. The purchase price to be paid by Tanger Devco for the approximate 35 acres is $250,000 per usable acre. Based on 35 usable acres, the purchase price would be $8,750,000. The purchase price is sufficient to pay Compass Bank in full. The Debtor's prior sales of portions of the property during the course of its bankruptcy case and the Amended Agreement between SRP and Tanger Devco covering the purchase of the 35 acres confirms that the value of the property is substantially in excess of the current indebtedness to Compass Bank and evidences the significant interest of buyers in the property. The Debtor proposes to pay holders of allowed claims in Class 5 after payment in full to Classes 1-4. No interest will be paid. The holders of allowed claims in Class 5 will participate pro rata in quarterly distributions from sale proceeds after payment in full to Classes 1-4. The equity interest holders will not receive any payments under this Plan unless creditors in Classes 1 through 5 are paid in full the allowed amounts of their claims. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SonrisaProperties_AmendedDS.pdf The TCR also reported that 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. The Debtor is represented by: Karen R. Emmott, Esq. 4615 Southwest Frwy., Suite 500 Houston, TX 77027 Tel: (713) 739-0008 Fax: (713) 481-6262 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). SOUTHSHORE DEVELOPMENT: Case Summary & Creditors List ----------------------------------------------------- Debtor: Southshore Development, LLC 2731 County Road 223 Cullman, AL 35057 Bankruptcy Case No.: 11-70388 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court Northern District of Alabama (Tuscaloosa) Debtor's Counsel: Frederick Mott Garfield, Esq. SEXTON & ASSOCIATES, PC 1330 21st Way South Birmingham, AL 35205 Tel: (205) 558-4999 Fax: (205) 558-4997 E-mail: fmgarfield@sextonattorneys.com Scheduled Assets: $2,000,200 Scheduled Debts: $937,751 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/alnb11-70388.pdf The petition was signed by Frank La Russa, president. STANLEY FREIGHT: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Stanley Freight, LLC 1738 Empire Central Dallas, TX 75235 Bankruptcy Case No.: 11-41024 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: St. Clair Newbern, III, Esq. LAW OFFICES OF ST.CLAIR NEWBERN III, P.C. 1701 River Run, Suite 1000 Fort Worth, TX 76107 Tel: (817) 870-2647 E-mail: filing@newbernlawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Greg Hunt, managing member. STATEWIDE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Statewide, Inc. dba Penguin Windows 12303 Cyrus Way Mukilteo, WA 98275-5705 Bankruptcy Case No.: 11-12100 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Shelly Crocker, Esq. CROCKER LAW GROUP PLLC 720 Olive Wy Ste 1000 Seattle, WA 98101 Tel: (206) 624-9894 E-mail: scrocker@crockerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb11-12100.pdf The petition was signed by Donnie McMillan, CEO. STIRLING INTERNATIONAL: Case Summary & Creditors List ----------------------------------------------------- Debtor: Stirling International Realty, Inc. aka Stirling Sotheby's International Realty 115 International Parkway Heathrow, FL 32746 Bankruptcy Case No.: 11-02388 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Lawrence M. Kosto, Esq. KOSTO & ROTELLA PA P.O. Box 113 Orlando, FL 32802 Tel: (407) 425-3456 Fax: (407) 423-9002 E-mail: lkosto@kostoandrotella.com Scheduled Assets: $1,188,815 Scheduled Debts: $6,453,366 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-02388.pdf The petition was signed by Tansey Soderstrom, president. STONY POINT LAND: Hubbard Contract Remains Fully Enforceable ------------------------------------------------------------ Thomas R. Hubbard and Katherine Hubbard, v. Stony Point Land, Inc., Adv. Pro. No. 10-03107 (Bankr. E.D. Va.), presents two issues. First is whether the Hubbards are entitled to terminate a real estate contract and obtain a refund of a deposit they paid thereunder. Plaintiffs maintain that the Debtor, Stony Point Land, Inc., breached its obligation to deliver to them within a reasonable period of time a lot that the Plaintiffs had contracted to purchase from Defendant. Plaintiffs argue that this alleged breach is material and that it excuses their performance under the real estate contract. The second issue (the reverse side of the same coin, in essence) is whether the Defendant is entitled to entry of an order compelling the Plaintiffs to specifically perform their obligations under the real estate contract. Defendant argues that the Hubbards are trying to avoid their obligations under a valid real estate contract that they signed prior to the downturn in the economy. According to Bankruptcy Judge Kevin R. Huennekens, (i) the Defendant has not breached the real estate contract, (ii) the obligations assumed by parties under the real estate contract remain enforceable, and (iii) the Defendant is entitled to specific enforcement of the real estate contract. The Court ordered the Plaintiffs to perform their obligations under the Contract, including payment of the $405,000 balance owed in connection with the purchase of Lot 2. Closing shall occur within 15 days of the entry of the Court's Order. At closing, the Hubbards will be required to pay, in addition to the balance owed under the Contract, interest on the $405,000 balance at the rate of 6% per year from December 16, 2008 until paid in full. Defendant is also entitled to recover the costs it has incurred in the proceeding. A copy of the Court's Feb. 24, 2011 Memorandum Opinion is available at http://is.gd/cf5GDjfrom Leagle.com. About Stony Point Land Based in Richmond, Virginia, Stony Point Land, Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 10-31740) on March 12, 2010. Roy M. Terry, Jr., Esq. -- rterry@durrettebradshaw.com -- at DurretteBradshaw PLC in Richmond, serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts of $1 million to $10 million. SURF CITY: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Surf City Investments, LLC fdba Yow Motel Investments, LLC fdba Beach House Marina, LLC fdba Surf City Investments, Inc. 1900 Eastwood Rd, Suite 11 Wilmington, NC 28403 Bankruptcy Case No.: 11-01398 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $6,538,556 Scheduled Debts: $6,687,803 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb11-01398.pdf The petition was signed by Douglas K. Leech, manager. SW GEORGIA ETHANOL: Gets Final OK for $10-Mil. of Financing ----------------------------------------------------------- The Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Southwest Georgia Ethanol LLC to access, on a final basis, postpetition financing of up to $10 million from a syndicate of lenders led by WestLB AG, New York Branch, as administrative agent. Under the financing agreement, interest will be payable montly in arrears in cash on the outstanding amount of the DIP revolving loans at a rate of LIBOR + 9% per annum. LIBOR will be define as the great of: i) 4% per annum, and ii) the offered rate on the applicable page of the telerate screen that displays an average British Banker Association Interest Rate Settlement Rate for deposits in U.S. dollars for a period of one month and will contain appropriate protection to ensure that the rate is not less than the DIP lender's cost of funds. The default rate is at applicable interest plus 2% per annum. The agreement contains customary events of default including, among other things, the use of proceeds inconsistent with the approved budget, and dismissal or conversion to Chapter 7 from Chapter 11 proceeding. The Debtor agreed to pay fees on account of the DIP facility, including: -- Facility fee of 2% of the DIP revolving commitment payable to the lenders on the closing date. -- Structure fee of 1% of the DIP revolving commitment payable to the lenders on the closing date. -- Unused commitment fee of 2% per annum, payable monthly. There is a carve-out of $15,000 that may be used by the committee to investigate potential claims arising out of the prepetition credit agreement. Judge Walker also authorized the Debtor to use cash collateral for additional liquidity from May 7, 2011, to July 30, 2011. The Debtor said it owes $92 million under a loan provided by eight secured lenders that include AgCounty Farm Credit Services and Bank of Camilla and led by WestLB AG, New York Branch, as administrative agent and collateral agent. Pursuant to the credit agreement dated November 20, 2007, the Debtor's obligations are secured by a first-priority security interest in all of the Debtor's assets, including First United Ethanol Co.'s equity interest in the Debtor. Substantially all cash of the Debtor is required to be deposited into a "projects account" subject to security interests to secure obligations in connection with the Credit Agreement. As adequate protection, the Debtor proposes that prepetition lenders be granted liens to secure their claim for any diminution of the value in the prepetition collateral or its interests in the prepetition collateral. In addition to the adequate protection liens, the Debtor proposes to grant the prepetition lenders a Section 507(b) claim. A copy of the cash collateral budget is available for free at http://ResearchArchives.com/t/s?741e A copy of the Debtor's DIP financing term sheet is available for free at http://ResearchArchives.com/t/s?72c6 About Southwest Georgia Ethanol Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co., owns and operates an ethanol production facility located on 267 acres in Mitchell County, Georgia, producing 100 million gallons of ethanol annually. Ethanol production operations commenced in October 2008. Revenue was $168.9 million for fiscal year ended Sept. 30, 2010. The Debtor said profitability and liquidity have been materially reduced by unfavorable fluctuations in commodity prices for ethanol and corn. Southwest Georgia Ethanol sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany, Georgia, on February 1, 2011. John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in Atlanta, Georgia, serves as counsel to the Debtor. Morgan Keegan & Company, Inc., is the investment banker and financial advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Debtor's balance sheet showed $164.7 million in assets and $134.1 million in debt as of Dec. 31, 2010. Bloomberg News notes that since 2008, at least 11 ethanol-related companies have sought court protection, including VeraSun Energy Corp., once the second-largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and White Energy Holding Co. SW GEORGIA ETHANOL: US Trustee Forms 3-Member Creditors' Panel -------------------------------------------------------------- Donald F. Walton, United States Trustee for Region 21, selected three creditors to serve on an Official Committee of Unsecured Creditors of Southwest Georgia Ethanol LLC dba Southwest Georgia Ethanol LLC. The members of the Committee are: 1) Cherokee Equipment, Inc. 170 Pine Forest Road Bainbridge, GA 39819 James P. Boyett, Representative Tel: (229) 246-1900 Fax: (229) 246-1930 2) McClure & Gwines 574 Porters Corner Road Sylvester, GA 31791 Mark Gwines, Representative Tel: (229) 881-0938 Fax: (229) 776-0570 3) McClure Farms 268 Gates Road Doerun, GA 31744 Jimmy McClure, Representative Tel: (229) 347-5955 Fax: (229) 776-0570 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 Southwest Georgia Ethanol Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co., owns and operates an ethanol production facility located on 267 acres in Mitchell County, Georgia, producing 100 million gallons of ethanol annually. Ethanol production operations commenced in October 2008. Revenue was $168.9 million for fiscal year ended Sept. 30, 2010. The Debtor said profitability and liquidity have been materially reduced by unfavorable fluctuations in commodity prices for ethanol and corn. Southwest Georgia Ethanol sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany, Georgia, on February 1, 2011. John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in Atlanta, Georgia, serves as counsel to the Debtor. Morgan Keegan & Company, Inc., is the investment banker and financial advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Debtor's balance sheet showed $164.7 million in assets and $134.1 million in debt as of Dec. 31, 2010. Bloomberg News notes that since 2008, at least 11 ethanol-related companies have sought court protection, including VeraSun Energy Corp., once the second-largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and White Energy Holding Co. TENET HEALTHCARE: Reports $1.15 Billion Net Income in 2010 ---------------------------------------------------------- Tenet Healthcare Corporation filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission reporting net income of $1.15 billion on $9.20 billion of total operating revenue for the year ended Dec. 31, 2010, compared with net income of $197 million on $9.01 billion of revenue during the prior year. The Company also reported net income of $82 million on $2.30 billion of net operating revenue for the three months ended Dec. 31, 2010, compared with net income of $29 million on $2.26 billion of net operating revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $8.50 billion in total assets, $6.68 billion in total liabilities, and $1.82 billion in total equity. "Our volume trends showed significant improvement in November and December compared to the first ten months of the year. Those strengthening trends have continued into January and February 2011. In the fourth quarter of 2010 we achieved a 3.2 percent increase in paying outpatient visits compared to 2009's fourth quarter. Strong pricing growth and continued excellent cost performance also contributed to a solid quarter. Our full year 2010 adjusted EBITDA of $1.05 billion is the highest in seven years, and the seventh consecutive year of EBITDA growth. Our adjusted EBITDA margin of 12.2 percent in the fourth quarter is the highest fourth quarter margin we've reported in seven years, and our full year 2010 margin of 11.4 percent is the highest in seven years," said Trevor Fetter, president and chief executive officer. "We are reconfirming our 2011 outlook for adjusted EBITDA in a range of $1.150 billion to $1.250 billion and we are introducing our 2011 outlook for net cash provided by operating activities in the range of $570 million to $740 million." A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?741b About Tenet Healthcare Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- is a health care services company whose subsidiaries and affiliates own and operate acute care hospitals, ambulatory surgery centers and diagnostic imaging centers. * * * As reported by the TCR on Aug. 5, 2010, Moody's Investors Service affirmed its 'B2' corporate family rating for Tenet. The rating reflects Moody's expectation that the Company will likely see positive free cash flow for the full year ending December 31, 2010, as operating results continue to improve and litigation settlement payments end in the third quarter. However, the ratings also consider the significant headwinds facing the company, and the sector as a whole, with respect to increasing bad debt expense, weak volume trends and changes in mix as commercial volumes decline. S&P's corporate credit rating on Tenet is 'B' and remains unchanged. The ratings agency noted that while the Company has experience recent successes to date of a multiyear turnaround effort, the Company has a still-weak business risk profile and high financial leverage. Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on Rating Watch Positive. Tenet's existing ratings are Issuer Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3. The ratings apply to approximately $4.3 billion of debt outstanding as of Sept. 30, 2010. TERRESTAR NETWORKS: Sheppard, Committee's FCC Counsel, Hikes Rates ------------------------------------------------------------------ Brian Weimer, Esq., a member of Sheppard Mullin Richter & Hampton LLP, informed the Court that as of January 1, 2011, his firm will bill service rendered at these standard hourly rates: * $505 to $860 for partners; * $275 to $635 for associates; and * $100 to $330 for paraprofessionals. The 2011 hourly rates of the Sheppard Mullin attorneys with primary responsibility for providing services to the Official Committee of Unsecured Creditors in the TSN Debtors' Chapter 11 cases have increased, Mr. Weimer related. The new rates are: Attorney Title 2010 Rate New Rate -------- ----- --------- -------- Edward Tillinghast, III Partner $800 $840 Brian Weimer Partner $565 $590 Malika Levarlet Associate $365 $410 Jane Z. Qin Associate $280 $380 Daniel P. Brooks Associate $270 $340 As reported in the Jan. 18, 2011 edition of the Troubled Company Reporter, the Official Committee of Unsecured Creditors for TerreStar Networks Inc. received approval from the Bankruptcy Court to retain Sheppard Mullin, effective as of Nov. 11, 2010, as its special Federal Communications Commission and satellite- related counsel. As a satellite communications company, the Debtors are subject to regulation and oversight by the FCC. The Committee has selected Sheppard Mullin to provide general advice concerning FCC regulatory and satellite-related bankruptcy issues because of the firm's extensive experience and widely recognized reputation and expertise in FCC regulatory issues, its expertise in satellite-related issues, and its expertise in satellite- related bankruptcy law. 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: First Interim Fee App. Deadline on March 18 --------------------------------------------------------------- The TSN Debtors notify parties-in-interest that the deadline for their bankruptcy professionals to file a fee application for the interim period of October 19, 2010 to January 31, 2011 is March 18, 2011. A hearing to consider all Fee Applications will be held on April 26, 2011, at 10:00 a.m. prevailing Eastern Time, before Judge Lane. Any response to the Fee Applications must be in writing, must set forth the nature of the objection and the amount of fees or expenses at issue, and must be served on the notice parties so as to be received no later than April 12, 2011, at 5:00 p.m. prevailing Eastern Time. 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: Kirkland Represents PIK Notes' Holders ---------------------------------------------------------- Kirkland & Ellis LLP submitted to the Bankruptcy Court amended statements pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose new members added to the ad hoc group of investment advisors and managers that are advising or managing certain funds that the firm represents. The Ad Hoc Group hold claims against TerreStar Networks and its affiliates, including, but not limited to, claims arising under a certain $500,000,000 15% Senior Secured PIK Notes Indenture, dated as of Feb. 14, 2007. The current members of the Ad Hoc Group are: (a) Archer Capital Management LP 570 Lexington Avenue, 40th Floor New York, NY 10153 (b) Barclays Capital - Distressed and Special Situations 745 Seventh Avenue New York, NY 10019 (c) Brencourt Advisors LLC 600 Lexington Avenue New York, NY 10022 (d) Catalyst Investment Management Co., LLC 767 Third Avenue, 32nd Floor New York, NY 10017 (e) Feingold O'Keeffe Capital One Exeter Plaza 699 Boylston Street, 3rd Floor Boston, MA 02116 (f) HSBC Global Asset Management - Distressed Opportunities Fund 452 Fifth Avenue, 18th Floor New York, NY 10018 (g) Interlachen Capital Group LP 800 Nicollet Mall, Suite 2500 Minneapolis, MN 55402 (h) Knighthead Capital Management, LLC 623 Fifth Avenue, 29th Floor New York, NY 10017 (i) Marathon Asset Management One Bryant Park, 38th Floor New York, NY 10036 (j) MatlinPatterson Global Advisers LLC 520 Madison Avenue, 35th Floor New York, NY 10022-4213 (k) Millennium Partners 666 Fifth Avenue, 8th Floor New York, NY 10103 (l) MSD Torchlight, L.P. 645 Fifth Avenue, 21st Floor New York, NY 10022 (m) Redwood Capital Group, LLC 910 Sylvan Avenue Englewood Cliffs, NJ 07632 (n) Scoggin Capital Management 660 Madison Avenue, 20th Floor New York, NY 10065 (o) Solus Alternative Asset Management 410 Park Avenue New York, NY 10022 (p) SOF Investments LP 645 Fifth Avenue, 21st Floor New York, NY 10022 (q) Spectrum Group Management LLC 1250 Broadway, Suite 810 New York, NY 10001 (r) Stark Investments 3600 South Lake Drive St. Francis, WI 53235 (s) Susquehanna International Group, LLP 401 City Avenue, Suite 220 Bale Cynwyd, PA 19004 (t) Tricadia Capital Management 780 Third Avenue, 29th Floor New York, NY 10017 (u) York Capital Management 767 Fifth Avenue, 17th Floor New York, NY 10153 (v) Waterstone Capital Management 2 Carlson Parkway, Suite 260 Plymouth, MN 55447 (w) Whitebox Advisors 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 (x) Verition Fund Management LLC One American Lane Greenwich, CT 06831 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: Bankruptcy Administrator Wants Case Converted to Ch. 7 -------------------------------------------------------------- The Bankruptcy Administrator for the Eastern District of North Carolina has filed a motion with the U.S. Bankruptcy Court for the Eastern District of North Carolina to convert TP, Inc.'s Chapter 11 case convert this case to a Chapter 7, or in the alternative, dismiss this case pursuant to 11 U.S.C. Sec. 1112(b). Those opposing the motion have until March 21, 2011, to file a written response explaining their position. A hearing to consider the motion and any responses will be held on March 22, 2011, at 11:00 a.m. 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. TRANSDIGM INC: Fitch Puts 'BB/RR1' Rating on New $1.55 Bil. Loan ---------------------------------------------------------------- Fitch Ratings assigns a 'BB/RR1' rating to TransDigm Inc.'s new $1.55 billion senior secured term loan, which closed on Feb. 14, 2011. TDI, a wholly owned subsidiary of TransDigm Group Inc., used the proceeds to repay its existing $1.55 billion senior secured term loan which commenced on Dec. 6, 2010. Fitch has withdrawn the ratings on the existing term loan. The refinancing lowered TDI's cost of borrowing, removed financial covenants from the credit agreement and extended the maturity by several months, from December 2016 to February 2017. The Rating Outlook is Stable. TDG's ratings are supported by the company's high profit margins, low capital expenditures and the resulting strong cash flow. TDG benefits from its diverse portfolio of products for a variety of commercial and military platforms/programs; its role as a sole source provider for the bulk of its sales; military sales that help to offset the cyclicality of the commercial aerospace market; and management's history of successful acquisitions and subsequent integration. Concerns include the company's long-term financial strategy and weak collateral support for the secured bank facility in terms of asset coverage. The company has a history of aggressively deploying cash for acquisitions and dividends, and the recent McKechnie Aerospace Holdings Inc. transaction has left the company with leverage that is high for the ratings. Commercial aerospace cyclicality is also a concern. Parts of the commercial aerospace market have been soft in the past 18 months, particularly the aftermarket business (40% of TDG's FY10 sales), but air traffic has grown for the past year, supporting Fitch's expectation that the industry will continue recovering in 2011. Fitch may consider the ratings for an upgrade if the company successfully integrates MAH's operations and de-levers faster than currently expected. The ratings may be considered for a downgrade should the company continue to aggressively deploy cash for acquisitions or dividends; if the global economy weakens; or if there are problems integrating MAH or other newly acquired businesses. The Stable Outlook is based on Fitch's expectation that TDG can reduce leverage over the next two to three years as a result of healthy free cash flow and liquidity. Fitch's analysis incorporated the results of TDG's Fiscal Year 2011 Q1 performance which showed significant improvement over Q1 of FY2010. In addition, Fitch took into account TDG's plans to sell its fastener businesses to Alcoa, Inc. for approximately $240 million. The sale is expected to strengthen TDG's liquidity by the end of this quarter as TDG anticipates having a fully available $245 million revolving credit facility and approximately $450 million cash on the balance sheet, an increase of approximately $220 million from the $234 million cash on the balance sheet at end of FY2011 Q1. Fitch has taken these rating actions: TDI -- New senior secured term loan assigned 'BB/RR1'; -- Old senior secured term loan withdrawn. Fitch's existing ratings for TDG and TDI are: TDG -- Long-term Issuer Default Rating 'B'. TDI -- IDR 'B'; -- Senior secured revolving credit facility 'BB/RR1'; -- Senior subordinated notes 'B-/RR5'. TRANT MANOR: Files Plan; City National Paid from Sale Proceeds -------------------------------------------------------------- Trant Manor, LLC, filed with the U.S. Bankruptcy Court for the Southern District of California on Oct. 29, 2010, its proposed Plan of Reorganization under Chapter 11 of the Bankruptcy Code. Immediately following the Effective Date of the Plan, the Reorganized Debtor will begin marketing the Hotel Condominium Units for sale. Subject to Bankruptcy Court approval, the Debtor will employ Coronado Island Realty as its broker. Coronado Island Realty is both a creditor and an insider. The Net Sale Proceeds will be distributed in accordance with the Plan (i.e., first to City National Bank, next to pay the Mechanics' Lien Claims, third to pay non-insider unsecured claims, and finally to pay insider unsecured claims. Pursuant to the Plan terms, City National Bank will receive on the tenth day of each month the Net Operating Cash. In addition, it will receive the net proceeds of the sale of the Hotel Condominium Units until is Allowed Claim is paid in full. Non-insider General Unsecured Claims will be paid in full from the Net Operating Cash and the net sale proceeds of of the Hotel Condominium Units following the payment of City National Bank, Allowed Priority Claims, and Allowed Mechanics' Lien Claims. The Debtor's equity holders will maintain their equity interests in the Debtor subject to the obligations under the Plan. A copy of the Chapter 11 Plan of Reorganization is available for free at http://bankrupt.com/misc/TrantManor.Plan.pdf About Trant Manor, LLC Coronado, California-based Trant Manor, LLC, filed for Chapter 11 bankruptcy protection on July 31, 2010 (Bankr. S.D. Calif. Case No. 10-13663). Alan Vanderhoff, Esq., at Vanderhoff Law, represents the Debtor as counsel. In its schedules, the Debtor disclosed $10,453,395 in assets and $9,488,580 in debts as of the Petition Date TRICO MARINE: To Auction Off Additional Towing and Supply Vessels ----------------------------------------------------------------- Trico Marine Services, Inc., intends to conduct an auction to sell certain additional Towing and Supply vessels, in continuation of the Company's exit from the Towing and Supply business. The United States Bankruptcy Court for the District of Delaware recently issued an Order approving the auction process for the sale of these vessels. The vessels Trico intends to auction include the Elm River, Suwanee River, Trinity River and Palma River, as well as any additional vessels whose sales have not closed by the auction date, and those vessels' related inventory. The sale of the vessels will be on an "as is, where is" basis. Trico intends to conduct the auction on March 21, 2011 to procure the highest and best price for the vessels, and the Court will conduct a sales hearing on March 28, 2011 to approve the sale of any auctioned vessel. Upon receipt of an offer for any or all of the vessels prior to the auction date, Trico Marine may, accept an offer and execute a purchase agreement, subject to Court approval. The Company may then withdraw the vessel from consideration at the auction. To participate in the auction, interested parties must submit written notice by March 14, 2011 at 5:00 pm CT. For more information please contact Mike Wallace at mwallace@tricomarine.com or by calling (713) 780-9926. Information regarding the vessels, including specifications, is available on Trico Marine's website (http://www.tricomarine.com/). Additional information is also available upon request by writing to Trico Marine at 3200 Southwest Freeway, Suite 2950, Houston, TX 77027, Attn: Mike Wallace, or by using the email address and telephone number above. Access to court documents and other general information about the Chapter 11 cases is available at http://dm.epiq11.com/trico. About Trico Marine Group Trico Marine Group is an integrated provider of subsea, trenching and marine support vessels and services. Trico's towing and supply division provides a broad range of marine support services to the oil and gas industry through use of its diversified fleet of vessels including the transportation of drilling materials, supplies and crews to drilling rigs and other offshore facilities; towing drilling rigs and equipment, and support for the construction, installation, repair and maintenance of offshore facilities. Trico's subsea services and trenching/installation divisions control a well equipped fleet of vessels and operate a fleet of modern ROVs and trenching and other subsea protection equipment. The Trico Marine Group is headquartered in The Woodlands, Texas and has a global presence with operations in the North Sea, West Africa, Mexico, Brazil and Southeast Asia. TRONOX INC: Inks $125MM Asset Based Revolver with Wells Fargo ------------------------------------------------------------- As reported in the Troubled Company Reporter on Feb. 15, 2011, Tronox Incorporated consummated their reorganization under the Bankruptcy Code and the Plan became effective. In a regulatory filing Thursday, the Company discloses that on Feb. 14, 2011, the Effective Date of the Pan, the Company and certain of its subsidiaries (i) entered into an asset-based revolving credit agreement, dated as of Feb. 14, 2011, for a secured revolving credit facility with the lenders named therein and Wells Fargo Capital Finance, LLC, as administrative agent and (ii) extended the maturities on, and converted to an exit credit facility, its existing senior secured super-priority debtor-in- possession and exit credit and guaranty agreement, dated as of Oct, 1, 2010 (the "Term Loan" and together with the Revolver, the "Debt Agreements") for a secured term loan facility incurred by Tronox Worldwide LLC, with the lenders named therein and Goldman Sachs Lending Partners LLC, as administrative agent. The Revolver is an asset-based facility, subject to a borrowing base, with a commitment amount of $125.0 million guaranteed by the Company and each domestic subsidiary of Tronox Worldwide LLC. The borrower under the Revolver is Tronox LLC. Tronox LLC's obligations under the Revolver are secured by a first priority interest in all of the receivables and inventory of Tronox Worldwide LLC and its subsidiaries (the "Revolver Collateral") and a second priority security interest in the stock of Tronox Worldwide LLC and certain of its subsidiaries, all other assets of the Company and certain of its subsidiaries (the "Term Collateral"). The Term Loan is a secured $425.0 million facility guaranteed by the Company and each domestic subsidiary of the Tronox Worldwide LLC. The Term Loan is secured by a first priority security interest in all Term Collateral and a second priority security interest in the Revolving Collateral. The Term Loan requires the prepayment of loans with net cash proceeds received from certain asset sales, debt or equity issuances and/or recovery events, and with a portion of the annual excess cash flow of the Company. The Revolver requires the prepayment of loans with net cash proceeds received from certain asset sales and or certain environmental insurance receivables. Each Debt Agreement contains customary representations and warranties, events of default, and affirmative and negative covenants. In addition, the Term Loan requires the Company and its domestic subsidiaries to maintain certain minimum levels of EBITDA to interest expense and maximum levels of indebtedness to EBITDA. The Revolver also requires the Company to maintain a minimum level of EBITDA to fixed charges during periods when excess borrowing availability is below a certain minimum threshold. The borrowings under the Term Loan and a portion of the availability under the Revolver were used on the Effective Date to fund certain obligations under the Plan. The Revolver is also available on a revolving basis to finance the working capital needs and general corporate purposes of the Company and its subsidiaries. Full-text copies of the Debt Agreements are available for free at: http://researcharchives.com/t/s?7416 http://researcharchives.com/t/s?7417 About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on Jan. 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until Sept. 30, 2008, Tronox was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of Dec. 31, 2008, Tronox had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated November 5, 2010. Under the Plan, Tronox reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. ULTIMATE ACQUISITION: Court Approves Jaffe Rait as Bankr. Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware Ultimate authorized Acquisition Partners, LP, and CC Retail, LLC, to employ Jaffe, Raitt, Heuer & Weiss, P. C., as counsel. The firm is representing the Debtors in the Chapter 11 case. As of the Petition Date, Jaffe is holding $70,409 as retainer. The hourly rates of Jaffe's personnel are: Designations Hourly Rates ------------ ------------ Partners $225 - $550 Associates $175 - $260 Paralegals $125 - $185 Judith Greenstone Miller, a partner at Jaffe, assures the Court that Jaffe is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Jaffe can be reached at: JAFFE, RAITT, HEUER & WEISS, P.C. Jay L. Welford, Esq. Judith Greenstone Miller, Esq. 27777 Franklin Road, Suite 2500 Southfield, MI 48034 Tel: (248) 351-3000 Fax: (248) 351-3082 E-mail: jwelford@jaffelaw.com jmiller@jaffelaw.com About Ultimate Acquisition 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., Mark T. Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the Debtor's bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. The cases are jointly administered. ULTIMATE ACQUISITION: Wants Court to Approve Rejection Protocol --------------------------------------------------------------- Ultimate Acquisition Partners LP and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve the proposed procedures for the rejection of executory contracts and unexpired leases. The Debtors propose these rejection procedures, among other things, upon the Debtors determining to reject a lease or an agreement, the Debtors shall file and serve by: a) facsimile or electronic mail and regular mail, or b) overnight delivery service a notice of the rejection of leases or agreements to i) the U.S. Trustee; ii) the landlords, the subtenants, counterparties, or third parties under the Leases or the Agreements to be rejected; iii) counsel to the Committee; and iv) any party having, to the best of the Debtors' knowledge, an interest in real property or personal property subject to the Leases or the agreements being rejected pursuant to the rejection notice. The Debtors say they need to establish a procedure for addressing the rejection of its leases and agreements in connection with the abandonment of personal property left by the Debtors at the leased premises is already dealt with in the sale order. The Debtors proposed March 10, 2011 at 3:00 p.m., as hearing date to consider their request. The Debtor also proposed March 4, 2011 @ 4:00 p.m., as deadline to file objections to the extension request. About Ultimate Acquisition 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., Mark T. Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the Debtor's bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. The cases are jointly administered. ULTIMATE ACQUISITION: Wants to Until March 27 to File Schedules --------------------------------------------------------------- Ultimate Acquisition Partners LP and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the deadline to file schedules of assets and liabilities, and statements of financial affairs until March 27, 2011. A hearing is set for March 29, 2011, at 10:30 a.m., to consider the extension request. Objections, if any, are due March 22, 2011 at 4:00 p.m. The Debtors tell the Court that the extension of time should provide sufficient time to assemble and verify information and prepare their schedules and statements. The Debtors say creditors and other parties in interest will not be significantly harmed by the proposed extension of the filing deadline, because even under the extended deadline, the schedules and statements would be filed well in advance of any planned bar date established in the chapter 11 cases. About Ultimate Acquisition 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., Mark T. Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the Debtor's bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. The cases are jointly administered UNIFI INC: Appoints W. Jasper as Chairman, R. Berrier as COO ------------------------------------------------------------ Unifi, Inc., announced the appointments of William L. Jasper as the Company's Chairman of the Board of Directors and R. Roger Berrier, Jr. as President and Chief Operating Officer. Mr. Jasper will continue to serve as the Company's Chief Executive Officer. "I am honored to be chosen as the Chairman of the Board of Directors of Unifi. I believe this is a great company with great people and a bright future," said Bill Jasper, the new Chairman and Chief Executive Officer of the Company. "Further, I am very pleased to have Roger as President and Chief Operating Officer. He is a results-driven individual who shares my commitment to continuous improvement in everything we do." About Unifi Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and http://www.repreve.com/-- is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company's balance sheet at Dec. 26, 2010, showed $514.80 million in total assets, $223.95 million in total liabilities, and $290.84 million in stockholders' equity. In December 2010, Standard & Poor's Ratings Services said that it raised its corporate credit and senior secured debt ratings on Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'. The ratings upgrade and stable outlook reflect S&P's belief that Unifi will continue to improve its operating performance and sustain its recently strengthened credit measures as it end-use markets continue to recover. UNIFI INC: Chairman S. Wener Passes Away; No Replacement So Far --------------------------------------------------------------- Stephen Wener, the non-executive Chairman of the Board of Directors of Unifi, Inc., passed away unexpectedly on Friday, Feb. 18, 2011. Mr. Wener, who was 67 years old, had served as a member of the Board of Directors of the Company since 2007. "We are deeply saddened by Steve's passing," said Bill Jasper, President and CEO of Unifi. "He had been very dedicated to the success of our Company, and we were very fortunate to have had him serve as a member of our Board of Directors. His insight and counsel, as well as his friendship, will be sincerely missed. On behalf of all Unifi employees, I extend our deepest sympathy to his entire family." About Unifi Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and http://www.repreve.com/-- is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company's balance sheet at Dec. 26, 2010, showed $514.80 million in total assets, $223.95 million in total liabilities, and $290.84 million in stockholders' equity. In December 2010, Standard & Poor's Ratings Services said that it raised its corporate credit and senior secured debt ratings on Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'. The ratings upgrade and stable outlook reflect S&P's belief that Unifi will continue to improve its operating performance and sustain its recently strengthened credit measures as it end-use markets continue to recover. In October 2010, Moody's Investors Service upgraded Unifi Inc.'s Corporate Family Rating and Probability of Default ratings to 'B3' from 'Caa1'. UNITED REFINING: S&P Downgrades Ratings on $365 Mil. Notes to 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its issue- level rating on United Refining Co.'s proposed $365 million senior secured notes due 2018 to 'B' (the same as the corporate credit rating) from 'B+'. At the same time, S&P has revised its recovery rating on the proposed notes to '3' from '2', indicating its expectation for meaningful (50% to 70%) recovery in the event of payment default. "The rating action follows United's plan to upsize its senior secured note offering to $365 million from the originally proposed $350 million, which will result in recovery at the upper end of the 50% to 70% range, consistent with a '3' recovery rating," said Standard & Poor's credit analyst Marc D. Bromberg. The refiner plans to use the proceeds to retire its $324 million of senior unsecured notes due August 2012. As of Nov. 30, 2010, United had $520 million of adjusted debt. Standard & Poor's ratings on Warren, Penn.-based United Refining reflects the company's currently weak liquidity position, its reliance on one refinery for most of its cash flows to service debt and other obligations and its exposure to the cyclical PADD 1 region. The current rating reflects S&P's expectation that liquidity, which was more than $70 million on Nov. 30, 2010, will be sufficient to cover fixed spending requirements in 2011 of $50 million (liquidity will be further supported by an approximately $36 million tax credit due by the spring and potential proceeds from business interruption or settlements from Enbridge as a result of the 6B rupture). S&P characterizes the business profile as vulnerable and the financial risk profile as highly leveraged. Ratings List United Refining Co. Corporate credit rating B/Negative/-- Downgraded To From -- ---- Proposed $365 mil sr secd nts due 2018 B B+ Recovery Rating 3 2 UNIVERSAL STEEPLEJACK: Case Summary & Creditors List ---------------------------------------------------- Debtor: Universal Steeplejack, Inc. 211 Old Nyack Turnpike Spring Valley, NY 10977 Bankruptcy Case No.: 11-22311 Chapter 11 Petition Date: February 25, 2011 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Rosemarie E. Matera, Esq. KURTZMAN MATERA, PC 664 Chestnut Ridge Road Spring Valley, NY 10977 Tel: (845) 352-8800 Fax: (845) 352-8865 E-mail: law@kmpclaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb11-22311.pdf The petition was signed by George Cole, president. USEC INC: Reports $7.50 Million Net Income in 2010 -------------------------------------------------- USEC Inc. filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission reporting net income of $7.50 million on $2.03 billion of total revenue for the year ended Dec. 31, 2010, compared with net income of $58.50 million on $2.04 billion on total revenue during the prior year. USEC Inc. also reported net income of $9 million on $666.40 million of total revenue for the three months ended Dec. 31, 2010, compared with net income of $49.50 million on $467.60 million of total revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2010 showed $3.84 billion in total assets, $2.53 billion in total liabilities, and $1.31 billion in total stockholders' equity. "Efforts taken during 2010 to increase sales and reduce costs resulted in a modest profit," said John K. Welch, USEC president and chief executive officer. "We improved the gross profit margin from our initial guidance, made additional sales to our customers and adjusted delivery dates for some SWU orders already under contract." "In addition, we had outstanding performance at the Paducah Gaseous Diffusion Plant. Employees worked to improve electric power utilization, a key measure of production efficiency, by 2% over 2009's outstanding performance. Paducah also worked to keep the average number of production cells on line at its highest level in 30 years," he said. A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?73f7 A full-text copy of the annual report on Form 10-K is available for free at http://researcharchives.com/t/s?7404 About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's, and 'CCC+' long term foreign issuer credit rating and 'CCC-' long term local issuer credit rating, with outlook "developing", from Standard & Poor's. In May 2010, S&P said that its rating and outlook on USEC Inc. are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co., have signed a definitive investment agreement for $200 million with USEC. USEC INC: Revised Long-Term Incentive Program for 2011 Okayed ------------------------------------------------------------- On Feb. 16, 2011, the Compensation Committee of the Board of Directors of USEC Inc. approved a revised long-term incentive program under the Company's 2009 Equity Incentive Plan to better link pay to performance and to better motivate individuals to achieve the Company's objectives. The Company's named executive officers identified in its proxy statement and other executives participate in the long-term incentive program. The new program: -- Replaced annual stock option grants to executives (which for 2010 were made in an amount equal to a percentage of the Named Executive Officers' base salary as follows: CEO: 100%; other Named Executive Officers: 40% to 60%, depending on position) with performance-based restricted stock; and -- Reduced the amount of the existing annual grant of restricted stock to executives (which for 2010 were made in an amount equal to a percentage of the Named Executive Officers' base salary as follows: CEO: 175%; other Named Executive Officers: 100% to 120%, depending on position) and shifted that value into a new three-year performance-based cash incentive program. Executives receive an annual grant of restricted stock that vests ratably over three years from the date of grant. The value of the grant of restricted stock for the Named Executive Officers for 2011 is equal to a percentage of the executive's base salary as follows: CEO: 75%; other Named Executive Officers: 50% to 60%, depending on position. Beginning in 2011, executives will receive a one-year performance- based award of restricted stock that, subject to being earned, vests over three years. Target awards for the Named Executive Officers for 2011 are based on a percentage of the executive's base salary as follows: CEO: 100%; other Named Executive Officers: 50% to 60%, depending on position. The target number of shares of restricted stock will be calculated based on the Company's stock price on the date that is seven days after the release of earnings for the year ended Dec. 31, 2010, per our policy, and the shares will vest over three years from that date. Actual awards will be determined by performance during the period Jan. 1, 2011 through Dec. 31, 2011 against a pre-determined performance goal relating to the Company's total shareholder return compared to the Russell 2000 total shareholder return. Participants are eligible to receive from 25% (threshold) to 150% (maximum) of their target award based on performance, with performance below 25% (threshold) level resulting in no award. Beginning in 2011, each of the Named Executive Officers and certain other executive officers participate in the Strategic Incentive Plan under the Company's 2009 Equity Incentive Plan. It is designed to focus rewards on a limited number of highly important objective targets that if completed will significantly add to the long-term value of our business. The Strategic Incentive Plan is an objective, performance-based program which rewards participants for successful performance against financial and business strategy-based targets over a three-year period. A new overlapping three-year performance period will begin every year. The first performance period runs from Jan. 1, 2011 through Dec. 31, 2013. Under the Strategic Incentive Plan, the participants are awarded the right to earn cash. Each Named Executive Officer's target award is based on a percentage of the executive's base salary as follows: CEO: 100%; other Named Executive Officers: 60%. This amount is equal to the value of the portion of the annual grant of restricted stock it is replacing. Actual payout of these awards will be determined by the performance of the Company during the period Jan. 1, 2011 through Dec. 31, 2013 against two pre-determined performance goals relating to the completion or attainment of objectively determinable targets with respect to the Company's American Centrifuge project and other strategic business objectives. Awards will be granted following the completion of the performance period. For the initial performance period Jan. 1, 2011 through Dec. 31, 2013, there is a supplementary phase-in of the target awards to take into account that no awards from prior performance periods will be paying out during the first two years of the new plan. Thus, the size of the target award for the initial performance period is three times the normal annual amount. For the initial performance period only, there will be two pre-determined interim performance goals as of the end of each of the first two years of the performance period that are based on interim progress steps in the achievement of the three-year goals. Participants may "bank" up to 25% of their target award during each of the first two years of the initial performance period based solely on performance against the interim performance goals. This "banked" award will become vested at the end of the three year initial performance period regardless of the performance against the three year performance goals. Failure to satisfy any of the interim performance goals will not have any effect on performance against the three-year performance goals. Participants may receive between 80% (threshold) to 120% (maximum) of their target award based on performance, with performance below the threshold (80%) level resulting in no award. Interim "banked" performance awards count against, and are not payable in addition to, the overall award. If, prior to the payout of an award with respect to a performance period: (1) there is a change in control of the Company and a participant's employment is terminated by the Company other than for cause, fully vested awards will be made at target regardless of performance; (2) a participant leaves the Company due to retirement or termination by the Company other than for cause, fully vested pro rated awards will be paid in accordance with actual performance at the end of the performance period at the same time as other awards are paid to executives; and (3) a participant leaves the Company due to death or disability, fully vested pro rated awards will be paid at target regardless of performance. Performance must be certified by the Compensation Committee prior to any award being paid. About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. The Company's balance sheet at Dec. 31, 2010 showed $3.84 billion in total assets, $2.53 billion in total liabilities, and $1.31 billion in stockholders' equity. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's, and 'CCC+' long term foreign issuer credit rating and 'CCC-' long term local issuer credit rating, with outlook "developing", from Standard & Poor's. In May 2010, S&P said that its rating and outlook on USEC Inc. are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co., have signed a definitive investment agreement for $200 million with USEC. VALCOM INC: Posts $166,700 Net Loss in Dec. 31 Quarter ------------------------------------------------------ Valcom Inc. filed on Feb. 24, 2011, its quarterly report on Form 10-Q, reporting a net loss of $166,675 on $360,850 of revenues for the three months ended Dec. 31, 2010, compared with a net loss of $285,105 on $67,721 of revenues the same period of the prior fiscal year. The Company's balance sheet at Dec. 31, 2010, showed $8.3 million in total assets, $4.9 million in total liabilities, and stockholders' equity of $3.4 million. "The Company incurred a net loss of $166,675 and negative cash flows from operations of $45,506 for the three months ended Dec. 31, 2010, and had an accumulated deficit of $12,921,369 at Dec. 31, 2010, the Company said in the filing. "These conditions raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?741d About Valcom Inc. Indian Rocks Beach, Fla.-based Valcom Inc, and its subsidiaries businesses include television production for network and syndication programming, motion pictures, and real estate holdings, however, revenue is primarily generated through the lease of the sound stages and production, a TV network and live event broadcasting including real estate auctions. The Company's past and present clients include movie studios and television networks. In addition to leasing its sound stages, the Company also has a library of television content for worldwide distribution and acquired a further library of film and television series with the acquisition of Faith TV (now renamed My Family TV). VIA VENTURE: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Via Venture Realty, Inc. 10 Ramsey Road Astoria, NY 11103 Bankruptcy Case No.: 11-41488 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Bruce Feinstein, Esq. LAW OFFICES OF BRUCE FEINSTEIN 86-66 110 Street Richmond Hill, NY 11418 Tel: (718) 570-8100 E-mail: bf@bfesq.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nyeb11-41488.pdf The petition was signed by Gasper Pecorella. VILLA BELLAGIO: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Villa Bellagio Estates, LLC 1931 Lock Haven Way Claremont, CA 91711 Tel: (818) 421-9844 Bankruptcy Case No.: 11-18139 Chapter 11 Petition Date: February 25, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Ellen Carroll Debtor's Counsel: James B. Watkins, Esq. 150 E. Meda Avenue, Suite 220 Glendora, CA 91741 Tel: (626) 335-4755 Fax: (626) 513-4844 E-mail: jbwatkins@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Nolan E. Clark, president of managing member. VILLAGE AT STONECASTLE: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: The Village at Stonecastle, LLC P.O. Box 32066 Charlotte, NC 28232-2066 Bankruptcy Case No.: 11-30441 Chapter 11 Petition Date: February 24, 2011 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: George R. Hodges Debtor's Counsel: Joseph W. Grier, III, Esq. GRIER, FURR & CRISP, P.A. 101 N. Tryon Street, Suite 1240 One Independence Center Charlotte, NC 28246 Tel: (704) 332-0201 Fax: (704) 332-0215 E-mail: jgrier@grierlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Jerry Alan Reese, manager. WENTWORTH HILLS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Wentworth Hills, LLC 745 Boylston Street, Suite 502 Boston, MA 02116 Bankruptcy Case No.: 11-11448 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman About the Debtor: Wentworth Hills owns commercial real estate. Debtor's Counsel: Kathleen R. Cruickshank, Esq. MURPHY & KING P.C. One Beacon Street Boston, MA 02108 Tel: (617) 423-0400 Fax: (617) 556-8985 E-mail: bankruptcy@murphyking.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Debtor-affiliate that filed separate Chapter 11 petition: Debtor Case No. ------ -------- Wentworth Hills Property Operator, LLC 11-11450 Assets: $0 to $50,000 Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, Wentworth Hills Property Operator placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Billy Casper Golf, LLC Unknown 8300 Boone Blvd. Suite 350 Vienna, VA 22182 The petitions were signed by Anna Maria Collins, vice president, Wentworth Manager, Inc. WEST CORP: Reports $60.30 Million Net Income in 2010 ---------------------------------------------------- West Corporation filed its annual report with the U.S. Securities and Exchange Commission reporting net income of $60.30 million on $2.39 billion of revenue for the year ended Dec. 31, 2010, compared with net income of $90.97 million on $2.38 billion of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.00 billion in total assets, $4.04 billion in total liabilities, $1.50 billion in commitments and contingencies and a $2.54 billion stockholders' deficit. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?73f8 About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. West Corp. carries a 'B2' corporate rating from Moody's and 'B+' corporate rating from Standard & Poor's. Moody's Investors Service upgraded the ratings on West Corporation's existing senior secured term loan to Ba3 from B1 and the rating on $650 million of existing senior notes due 2014 to B3 from Caa1 upon the closing of its recent refinancing transactions. Concurrently, Moody's affirmed all other credit ratings including the B2 Corporate Family Rating and B2 Probability of Default Rating. The rating outlook is stable. Standard & Poor's Ratings Services assigned Omaha, Neb.-based business process outsourcer West Corp.'s proposed $650 million senior unsecured notes due 2019 its 'B' issue-level rating (one notch lower than the 'B+' corporate credit rating on the company). The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. The company will use proceeds from the proposed transaction and some cash on the balance sheet to redeem its $650 million 9.5% senior notes due 2014. WESTMORELAND COAL: John O'Laughlin Accepts New VP Position ---------------------------------------------------------- On Feb. 21, 2011, John O'Laughlin, Westmoreland Coal Company's former Vice President - Coal Operations, accepted a new position within Westmoreland Coal Company as Vice President - Strategic Sourcing and Asset Management. This new role is not a named executive officer position. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company is an energy company whose operations include five surface coal mines in Montana, North Dakota and Texas and two coal-fired power- generating units with a total capacity of 230 megawatts in North Carolina. The Company sold 24.3 million tons of coal in 2009. The Company's two principal operating segments are its coal segment and its power segment, in addition to two non-operating segments. The Company's balance sheet at Sept. 30, 2010, showed $765.0 million in total assets, $898.75 million in total liabilities, and a stockholders' deficit of $133.75 million. As reported in the Troubled Company Reporter on March 15, 2010, KPMG LLP, in Denver, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations, working capital deficit and net capital deficiency. WILLOWBROOK VILLAGE: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Willowbrook Village, Inc. aka TCI Willowbrook Village, Inc. aka Willowbrook Shopping Center 6371 Bridge Street, Suite 373 Fort Worth, TX 76112 Bankruptcy Case No.: 11-41042 Chapter 11 Petition Date: February 25, 2011 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Robert A. Simon, Esq. BARLOW GARSEK & SIMON, LLP 3815 Lisbon Street Fort Worth, TX 76107 Tel: (817) 731-4500 Fax: (817) 731-6200 E-mail: rsimon@bgsfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb11-41042.pdf The petition was signed by Richard D. Morgan, vice president. WORKFLOW MANAGEMENT: Plan Approved, Owner Perseus Keeps Stock ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy judge on Feb. 25 signed an order confirming Workflow Management Inc.'s Chapter 11 plan. Mr. Rochelle relates that confirmation was made possible when the unsecured creditors' committee became supporters of the plan in January after the pot for their constituency was increased to $2 million. Before the pot was doubled, unsecured creditors of the operating companies -- with claims estimated at $25 million -- were estimated to receive between 1% and 4%. Mr. Rochelle says the revised plan calls for funds managed by affiliates of Perseus LLC, the existing owner, to receive 41.5% of the new common stock in return for a $12.5 million investment. The plan is supported by the agent for second-lien lenders owed $196.5 million. A copy of the disclosure statement to the Third Amended Plan of Reorganization, filed Jan. 21, 2011, is available for free at: http://bankrupt.com/misc/Workflow_3rdAmended_DS.pdf About Workflow Management Headquartered in Dayton, Ohio Workflow Management, Inc., fka Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers commercial printing services, including print buying and document management capabilities, through three divisions: WorkflowOne, Freedom Graphics Services, and United Envelope. It also distributes office products and promotional items through an online ordering system. Its customers include both small and large companies throughout North America in such sectors as financial services, health care, retail, and government. Workflow Management Inc., and its affiliates, filed for Chapter 11 bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead Case No. 10-74617). Cullen A. Drescher, Esq., Daniel F. Blanks, Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP; and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the Debtors in their restructuring effort. Arnold & Porter LLP is the Debtors' special counsel. Kaufman & Canoles, P.C., is the Debtors' corporate counsel. FTI Consulting is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Official Committee of Unsecured Creditors retained Venable LLP as counsel and Protiviti Inc. as financial advisor. Workflow Management estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. WSF REALTY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: WSF Realty, LLC 75 Lane Road Fairfield, NJ 07004 Bankruptcy Case No.: 11-15268 Chapter 11 Petition Date: February 24, 2011 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Morris Stern Debtor's Counsel: Roger B. Radol, Esq. KLEIN & RADOL, LLC 15 Engle Street, Suite 102 Englewood, NJ 07631 Tel: (201) 567-6557 Fax: (201) 567-6335 E-mail: radolbankruptcy@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Khaled Mostafa, president. YMCA OF MCHENRY: YMCA Camp Algonquin Will Close on March 17 ----------------------------------------------------------- Chelsea McDougall at Northwest Herald reports that YMCA Camp Algonquin will close its doors March 17, 2011, after falling victim to the local YMCA's bankruptcy filing. According to Northwest Herald, the camp which is managed by the McHenry County YMCA that filed for Chapter 11 bankruptcy in January. At the time of filing, the local YMCA cited pending lawsuits as one of several reasons for forcing it into bankruptcy. YMCA of McHenry County is named as a defendant in at least two lawsuits from drowning deaths at Camp Algonquin. Crystal Lake, Illinois-based YMCA of McHenry County filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-80295) on Jan. 26, 2011. Rosanne Ciambrone, Esq., at Duane Morris LLP, in Chicago, Illinois, represents the Debtor. The Debtor estimated assets and debts of $1,000,001 to $10,000,000 as of the Petition Date. ZALE CORP: Reports $27.21-Mil. Net Earnings in Jan. 31 Quarter -------------------------------------------------------------- Zale Corporation announced results for the second fiscal quarter ended Jan. 31, 2011. The Company reported net earnings of $27.21 million on $626.41 million of revenue for the three months ended Jan. 31, 2011, compared with net earnings of $6.65 million on $582.25 million of revenue for the same period during the prior year. The Company's balance sheet at Jan. 31, 2011, showed $1.20 billion in total assets, $960.97 million in total liabilities, and $244.02 million in stockholders' investment. "Our financial performance for the critical second quarter reflects the collaborative efforts of our total organization focusing on one objective - delivering a successful Holiday," commented Theo Killion, Chief Executive Officer. "In doing so, we've taken an important step towards our goal of returning to profitability." "This quarter marked a turning point for the Company as we returned to positive same store sales," commented Matt Appel, Executive Vice President and Chief Financial Officer. "We are pleased with the results to date from our turnaround initiatives." A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?73f9 About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ Zale reported a net loss of $93.67 million on $1.62 billion of revenues for the year ended July 31, 2010, compared with a net loss of $166.35 million on $1.78 billion of revenues for the same period a year ago. As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. * Circuit Court to Rehear Decision Halting Trustee Suit ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the entire U.S. Court of Appeals in New Orleans decided last week to rehear a case where Chief Judge Edith H. Jones issued an opinion in September limiting the ability of a bankruptcy trustee to collect a $1 million judgment because the bankrupt had committed a fraud on the bankruptcy court. The case is Reed v. City of Arlington, 08-11098, U.S. Court of Appeals for the Fifth Circuit (New Orleans). * 2010 Bank Failures at 18-Year High; Problem Banks Reach 884 ------------------------------------------------------------- The Federal Deposit Insurance Corp. said 30 insured institutions failed during the fourth quarter and an additional 73 were absorbed in mergers. For all of 2010, mergers absorbed 197 institutions, while 157 insured commercial banks and savings institutions failed. This is the largest annual number of bank failures since 1992, when 181 institutions failed. Only 11 new reporters were added during 2010, the smallest annual total in the FDIC's 77-year history. The number of institutions on the FDIC's "Problem List" increased from 860 in the third quarter to 884 in the fourth quarter. There were 775 banks on the list at the end of the first quarter and 829 at June 30. Total assets of "problem" institutions increased from $379 billion at Sept. 30, 2010, to $390 billion at the end of the fourth quarter. The assets though are below the $403 billion reported at year-end 2009. FDIC Chairman Sheila C. Bair notes the rate of increase in the number of "problem" banks has declined in each of the past four quarters. Thirty insured institutions failed during the fourth quarter, bringing the total number of failures for the full year to 157. "As we have repeatedly stated, we believe that the number of failures peaked in 2010, and we expect both the number and total assets of this year's failures to be lower than last year's," added Bair. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2010 884 $390,017 157 $92,085 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 Federal regulators assign a composite rating to each financial institution, based upon an evaluation of financial and operational criteria. The rating is based on a scale of 1 to 5 in ascending order of supervisory concern. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. Depending upon the degree of risk and supervisory concern, they are rated either a "4" or "5." The number and assets of "problem" institutions are based on FDIC composite ratings. Prior to March 31, 2008, for institutions whose primary federal regulator was the OTS, the OTS composite rating was used. * Financial Institutions Earned $21.7 Billion in 4th Quarter ------------------------------------------------------------ Commercial banks and savings institutions insured by the Federal Deposit Insurance Corporation reported an aggregate profit of $21.7 billion in the fourth quarter of 2010, a $23.5 billion improvement from the $1.8 billion net loss the industry reported in the fourth quarter of 2009. This is the sixth consecutive quarter that earnings registered a year-over-year increase. "Overall, 2010 was a turnaround year with four straight quarters of positive earnings," said FDIC Chairman Sheila C. Bair. "We are encouraged not only by the rising trend in total industry net income, but also by the fact that a substantial majority of insured institutions are participating in this trend." Almost two-thirds of all institutions (62%) reported improvements in their quarterly net income from a year ago. The average return on assets (ROA), a basic yardstick of profitability, rose to 0.65%, from negative 0.06% a year ago. Although community banks' aggregate return on assets lags the ROA for larger institutions, as a group they are recovering, as most community banks reported higher earnings than a year ago. As has been the case in each of the past five quarters, reductions in provisions for loan losses were responsible for most of the year-over-year improvement in earnings. Fourth-quarter loss provisions totaled $31.6 billion, slightly more than half the $62.9 billion that insured institutions set aside for losses in the fourth quarter of 2009. In addition to the savings from lower provisions, net operating revenue (net interest income plus total noninterest income) was $2.8 billion (1.7%) higher than a year earlier, and realized gains on securities increased by $2.3 billion. Asset-quality trends showed further improvement as noncurrent loans and leases (those 90 days or more past due or in nonaccrual status) fell for a third consecutive quarter. Insured banks and thrifts charged off $41.9 billion in uncollectible loans during the quarter, down $13 billion (23.7%) from a year earlier. Financial results for the fourth quarter and the full year are contained in the FDIC's latest Quarterly Banking Profile. Also among the findings: * Amended financial reports caused significant changes to industry earnings in three previous quarters. As a result of the restatements, first quarter 2009 net income declined from a previously reported $7.6 billion profit to a $6.5 billion net loss. Second quarter 2009 net income dropped from a $3.7 billion net loss to a $12.7 billion net loss. And, third quarter 2010 net income increased from $14.5 billion to $24.7 billion. Full-year 2009 net income declined from a $12.5 billion profit to a $10.6 billion net loss. Virtually all of the revisions resulted from corrections in the amounts and timing of the recognition of charges for goodwill impairment at one large institution. * Full-year net income rose to a three-year high. For all of 2010, insured institutions earned $87.5 billion, the highest full- year total since 2007, when the industry earned $99.9 billion. Lower expenses for loan-loss provisions and goodwill impairment were the principal factors in the $98.1 billion year-over-year improvement in net income. Provisions for loan losses were $92.6 billion lower than in 2009, while charges for goodwill impairment fell by $28.7 billion. Other positive contributions to the improvement in earnings came from net operating revenue, which was $10.8 billion higher than in 2009, and realized gains on securities, which were also $10.8 billion higher. More than two out of every three institutions (67.5%) reported higher earnings in 2010, and the proportion of institutions reporting net losses for the year improved from 31% in 2009 to 21% in 2010. * Loan balances continued to decline. Total loans and leases fell for the ninth time in the past ten quarters (the one exception resulted from changes in reporting rules, not from actual loan growth). The net decline in balances in the fourth quarter totaled $13.6 billion (0.2%). The largest reductions in loan portfolios occurred in real estate construction loans (down $32.5 billion, or 9.2%), non credit card consumer loans (down $29 billion, or 4.9%), and home equity lines of credit (down $11 billion, or 1.7%). Balances increased during the quarter in credit card portfolios (up $18.1 billion, or 2.6%), one- to four- family residential real estate loans (up $17 billion, or 0.9%), and loans to commercial and industrial borrowers (up $11.8 billion, or 1%). Almost 60% of insured institutions reported declines in loan balances in the fourth quarter. * The number of institutions on the FDIC's "Problem List" rose from 860 to 884. Total assets of "problem" institutions increased to $390 billion from $379 billion in the prior quarter, but are below the $403 billion reported at year-end 2009. The rate of increase in the number of "problem" banks has declined in each of the past four quarters. Thirty insured institutions failed during the fourth quarter, bringing the total number of failures for the full year to 157. "As we have repeatedly stated, we believe that the number of failures peaked in 2010, and we expect both the number and total assets of this year's failures to be lower than last year's," added Chairman Bair. * The Deposit Insurance Fund (DIF) balance increased for the fourth consecutive quarter. The DIF balance -- the net worth of the fund -- rose from negative $8.0 billion to negative $7.4 billion (unaudited) during the fourth quarter. The increase in the fund stemmed primarily from assessment revenues and an improving outlook for losses from future failures. The contingent loss reserve, which covers the costs of expected failures, fell from $21.3 billion to $17.7 billion during the quarter. While part of the decline reflects the removal of amounts reserved for banks that failed, part also reflects lower anticipated costs from future failure activity. Liquid resources (cash and marketable securities) stood at $46.2 billion at the end of the year, compared to $43.7 billion at the end of the third quarter. "We expect the DIF balance will turn positive in 2011," Chairman Bair said, adding that "there is ample liquidity to meet our obligations arising from past and future bank failures." * Total insured deposits increased by 14.8% ($799 billion) during the quarter. This increase reflects additional, temporary coverage of non-interest bearing transaction accounts authorized by the Dodd-Frank Act. This additional coverage will last through the end of 2012. In conclusion, Chairman Bair said, "Insured institutions made considerable progress in 2010. The return to industry profitability and the improving trend in asset quality were positive developments. Cleaning up balance sheets is only a first step. Now, we are looking to the industry to take the next step, and begin to build their loan portfolios. The long-term health of both the industry and our economy will depend on a responsible expansion of bank lending at this pivotal point in the economic recovery." The complete Quarterly Banking Profile is available at http://www2.fdic.gov/qbpon the FDIC Web site. * Justice Dept. Sues New Mexico Man in Alleged $76MM Ponzi Scheme ----------------------------------------------------------------- Dow Jones' Small Cap reports that the U.S. government alleged in an indictment unsealed that a New Mexico man who once ran the largest independent residential brokerage in the state bilked hundreds of investors through a $76 million Ponzi scheme. * U.S. House Republicans Move to End Foreclosure Aid Programs ------------------------------------------------------------- Carla Main at Bloomberg News reports that U.S. House Republicans plan to move forward with bills that would end anti-foreclosure programs put in place by the administration of President Barack Obama. The House Financial Services Committee is set to consider bills to terminate four mortgage assistance programs, including the Treasury Department's Home Affordable Modification Program, or HAMP. HAMP has failed to reach Obama's goal of helping 3 million to 4 million homeowners avoid foreclosure. * Utah Governor Says State Bankruptcies Should Be 'Last Resort' -------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Utah Governor Gary Herbert said that giving states the option to seek bankruptcy protection should be considered only as a "last resort." * Duane Morris Looking to Buy or Merge With U.K. Firm ----------------------------------------------------- Andrea Tan, writing for Bloomberg News, reports that Philadelphia- based law firm Duane Morris LLP wants to buy or merge with a firm in the U.K., Chairman John Soroko said in an interview in Singapore. "We're actively considering and identifying the people we should have discussions with," Mr. Soroko said, according to Ms. Tan. "We've a real desire to grow in London as this will help leverage us into other international markets." Duane Morris has 9 lawyers in its London office in the U.K., which has a $37 billion legal market. Duane Morris may also open offices in Latin America, including Brazil and Mexico, and in Southeast and South Asia this year, said Eduardo Ramos-Gomez, a Singapore-based partner and former Mexican ambassador to the city-state, according to Bloomberg. Those markets are "major hubs of growth," Mr. Gomez said. Duane Morris expects to boost the number of lawyers in Asia to about 40 from 30 by the end of the year, Mr. Gomez said. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- ABRAXAS PETRO AXAS US 178.1 (5.2) (1.7) ABSOLUTE SOFTWRE ABT CN 117.9 (12.8) (11.9) ACCO BRANDS CORP ABD US 1,149.6 292.8 (79.8) AEGERION PHARMAC AEGR US 2.9 (29.5) (27.3) ALASKA COMM SYS ALSK US 620.6 1.4 (20.5) AMER AXLE & MFG AXL US 2,114.7 33.0 (468.1) AMERICAN STANDAR ASEN US 0.0 (0.1) (0.1) AMR CORP AMR US 25,088.0 (1,942.0) (3,945.0) ANACOR PHARMACEU ANAC US 20.4 (1.6) (8.2) ARQULE INC ARQL US 94.1 45.1 (9.7) ARVINMERITOR INC ARM US 2,814.0 357.0 (990.0) AUTOZONE INC AZO US 5,640.5 (584.3) (817.2) BLUEKNIGHT ENERG BKEP US 296.0 (427.8) (152.8) BOARDWALK REAL E BOWFF US 2,326.8 - (109.0) BOARDWALK REAL E BEI-U CN 2,326.8 - (109.0) BOSTON PIZZA R-U BPF-U CN 112.0 2.0 (115.5) CABLEVISION SY-A CVC US 8,840.7 (522.2) (6,280.7) CAMPUS CREST COM CCG US 327.5 - (60.7) CANADIAN SATEL-A XSR CN 188.3 (44.0) (6.1) CC MEDIA-A CCMO US 17,479.9 1,504.6 (7,204.7) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) CENVEO INC CVO US 1,393.6 220.0 (332.5) CHENIERE ENERGY CQP US 1,797.0 30.3 (521.9) CHENIERE ENERGY LNG US 2,616.5 (137.1) (431.0) CHOICE HOTELS CHH US 411.7 (1.7) (58.1) CLEVELAND BIOLAB CBLI US 11.9 (9.7) (10.0) COLUMBIA LABORAT CBRX US 28.9 13.3 (12.1) COMMERCIAL VEHIC CVGI US 286.2 116.1 (0.1) CUMULUS MEDIA-A CMLS US 324.1 (2.5) (349.3) DENNY'S CORP DENN US 311.2 (27.8) (103.7) DISH NETWORK-A DISH US 9,632.2 74.1 (1,133.4) DISH NETWORK-A EOT GR 9,632.2 74.1 (1,133.4) DOMINO'S PIZZA DPZ US 425.7 104.1 (1,241.9) DUN & BRADSTREET DNB US 1,727.3 (612.4) (717.4) EASTMAN KODAK EK US 6,239.0 966.0 (1,075.0) ENDOCYTE INC ECYT US 11.4 4.7 (2.6) EPICEPT CORP EPCT SS 6.7 (1.1) (14.2) EXELIXIS INC EXEL US 360.8 (16.5) (228.3) FIRST SURGICAL P FSPI US - (0.0) (0.0) FORD MOTOR CO F US 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F BB 180,330.0 (18,558.0) (1,740.0) GENCORP INC GY US 991.5 71.4 (195.1) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) GRAHAM PACKAGING GRM US 2,806.8 268.0 (530.7) HICKS ACQUISITIO HKACU US 0.8 (0.8) (0.1) HICKS ACQUISITIO HKAC US 0.8 (0.8) (0.1) HOVNANIAN ENT-A HOV US 1,817.6 1,101.9 (337.9) HOVNANIAN ENT-B HOVVB US 1,817.6 1,101.9 (337.9) HUGHES TELEMATIC HUTC US 111.4 1.9 (42.1) IDENIX PHARM IDIX US 63.1 24.0 (21.3) INCYTE CORP INCY US 489.6 341.9 (88.6) IPCS INC IPCS US 559.2 72.1 (33.0) ISTA PHARMACEUTI ISTA US 134.2 15.8 (79.1) JAZZ PHARMACEUTI JAZZ US 108.0 (13.3) (0.8) JUST ENERGY GROU JE CN 1,760.9 (339.4) (328.6) KNOLOGY INC KNOL US 787.7 20.4 (15.9) KV PHARM-A KV/A US 358.6 (81.1) (139.1) KV PHARM-B KV/B US 358.6 (81.1) (139.1) LIGHTING SCIENCE LSCG US 60.0 28.3 (122.4) LIN TV CORP-CL A TVL US 782.4 21.2 (146.9) LIZ CLAIBORNE LIZ US 1,257.7 39.0 (21.7) LORILLARD INC LO US 3,296.0 1,509.0 (225.0) MAINSTREET EQUIT MEQ CN 448.9 - (9.0) MANNKIND CORP MNKD US 277.3 55.8 (185.5) MEAD JOHNSON MJN US 2,293.1 472.9 (358.3) MOODY'S CORP MCO US 2,540.3 409.2 (309.7) MORGANS HOTEL GR MHGC US 759.1 47.0 (42.1) MPG OFFICE TRUST MPG US 3,267.4 - (897.2) NATIONAL CINEMED NCMI US 854.5 77.3 (318.4) NAVISTAR INTL NAV US 9,730.0 2,246.0 (924.0) NEWCASTLE INVT C NCT US 3,760.1 - (591.2) NEXSTAR BROADC-A NXST US 607.6 31.2 (189.9) NORTH AMERICAN G NMGL US 0.0 (0.1) (0.1) NPS PHARM INC NPSP US 228.9 133.8 (155.3) NYMOX PHARMACEUT NYMX US 0.9 (1.0) (1.8) OTELCO INC-IDS OTT US 322.1 22.0 (5.2) OTELCO INC-IDS OTT-U CN 322.1 22.0 (5.2) PALM INC PALM US 1,007.2 141.7 (6.2) PDL BIOPHARMA IN PDLI US 257.5 26.1 (304.5) PETROALGAE INC PALG US 5.9 (8.2) (51.6) PLAYBOY ENTERP-A PLA/A US 165.8 (16.9) (54.4) PLAYBOY ENTERP-B PLA US 165.8 (16.9) (54.4) PRIMEDIA INC PRM US 215.5 (5.8) (97.8) PRIMO WATER CORP PRMW US 29.0 (29.4) (9.6) PROTECTION ONE PONE US 562.9 (7.6) (61.8) QUALITY DISTRIBU QLTY US 284.3 26.9 (132.9) QWEST COMMUNICAT Q US 17,220.0 (1,649.0) (1,655.0) REGAL ENTERTAI-A RGC US 2,670.3 114.1 (267.3) RENAISSANCE LEA RLRN US 53.8 (38.5) (35.1) REVLON INC-A REV US 1,086.7 157.6 (696.4) RIGNET INC RNET US 93.2 9.5 (11.6) RSC HOLDINGS INC RRR US 2,718.0 (60.8) (37.3) RURAL/METRO CORP RURL US 285.3 60.1 (98.6) SALLY BEAUTY HOL SBH US 1,670.4 371.1 (406.1) SINCLAIR BROAD-A SBGI US 1,485.9 36.4 (157.1) SINCLAIR BROAD-A SBTA GR 1,485.9 36.4 (157.1) SMART TECHNOL-A SMT US 559.1 201.9 (63.2) SMART TECHNOL-A SMA CN 559.1 201.9 (63.2) STEREOTAXIS INC STXS US 47.5 (6.2) (5.3) SUN COMMUNITIES SUI US 1,162.7 - (132.4) SWIFT TRANSPORTA SWFT US 2,577.9 237.4 (83.2) SYNERGY PHARMACE SGYP US 2.7 (2.3) (1.8) TAUBMAN CENTERS TCO US 2,546.9 - (527.9) TEAM HEALTH HOLD TMH US 807.7 17.9 (51.4) THERAVANCE THRX US 212.6 161.1 (141.1) UNISYS CORP UIS US 3,020.9 538.7 (933.8) UNITED RENTALS URI US 3,693.0 156.0 (20.0) VECTOR GROUP LTD VGR US 949.6 299.9 (46.2) VENOCO INC VQ US 750.9 (11.6) (84.2) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) VISTEON CORP VC US 5,147.0 1,184.0 (737.0) VONAGE HOLDINGS VG US 260.4 (67.7) (129.6) WARNER MUSIC GRO WMG US 3,604.0 (602.0) (228.0) WEIGHT WATCHERS WTW US 1,092.0 (348.7) (690.8) WESTMORELAND COA WLB US 765.0 (51.3) (133.7) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) WR GRACE & CO GRA US 4,271.7 1,371.3 (68.8) ********* 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 ***