/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/111011.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, October 11, 2011, Vol. 15, No. 282 Headlines 18 WEST: Voluntary Chapter 11 Case Summary AABACUS INDUSTRIAL: Case Summary & 4 Largest Unsecured Creditors AE BIOFUELS: L. Cagan Converts $1.4MM Debt Into Shares ALCOMA GOLF: Case Summary & 34 Largest Unsecured Creditors ALERE, INC: Moody's Says Axis Bid Has No Impact on B1 Corporate ALEXANDER GALLO: Auction on Nov. 7 to Test Bayside Bid ALLTRUST REALTY: Case Summary & 11 Largest Unsecured Creditors AMBAC FINANCIAL: To Present Plan for Confirmation Dec. 8 AMBAC FINANCIAL: Wins Nod to Tap KCC as Plan Voting Agent AMERICAN APPAREL: Reports 3% Q3 Increase in Store Sales AMR CORP: Experts See Merger With USAir in Bankruptcy ANOINTED WORD: Case Summary & 9 Largest Unsecured Creditors APPLETON PAPERS: VP Macdonald Leaves Due to "Job Elimination" APPLIED MINERALS: Amends Annual and Quarterly Reports BIOVEST INTERNATIONAL: To Seek Regulatory Approval for BiovaxID BLOCKBUSTER INC: Canadian Unit's Chapter 15 Case Dismissed BMB MUNAI: Deregisters Convertible Senior Notes Due 2012 BORDERS GROUP: Disclosure Statement Hearing on Nov. 10 BORDERS GROUP: Asks for Plan Filing Exclusivity Until Jan. 12 BORDERS GROUP: CP Ombudsman Report Hearing Moved to Oct. 18 BOYD BROTHERS: Voluntary Chapter 11 Case Summary CARESTREAM HEALTH: Bank Debt Trades at 18% Off in Secondary Market CASCADE BANCORP: Names Terry Zink as Chief Executive Officer CATASYS INC: Inks $680,000 Securities Purchase Pact with D. Smith CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market CLEAR CHANNEL: Bob Pittman Named Chief Executive Officer COLINA MORROW: Case Summary & 4 Largest Unsecured Creditors COMSTOCK MINING: Granted Exploration Drilling Permit CRYSTALLEX INT'L: Common Stock Delisted from NYSE Amex CRYSTALLEX INT'L: Updates Shareholders on ICSID Case Status CYBEX INTERNATIONAL: Requests Hearing Before Nasdaq Panel DAIRY PRODUCTION: Competing Plan Outlines Hearing Set for Nov. 3 DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market DOT VN: Incurs $899,000 Net Loss in July 31 Quarter DUNE ENERGY: Strikes Bondholder Deal on Debt-For-Equity Swap ELEPHANT TALK: Registers 18 Million Shares Under Incentive Plan EMDEON INC: Moody's Rates Proposed Unsecured Notes at 'Caa1' EMISPHERE TECHNOLOGIES: Amends 7.3-Mil. Common Shares Offering ENCORIUM GROUP: Sees $1.5-$1.9-Mil. Net Loss for Half Year 2011 ESTERLINE: Moody's Affirms 'Ba1' Corporate Family Rating EVER LLC: Case Summary & 20 Largest Unsecured Creditors EVERGREEN SOLAR: Gov't Wants Tech Patents Exclude From Auction EVERGREEN SOLAR: Judge Rejects $4MM Flat Fee for UBS Securities EXCO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating FIRSTBANK PUERTO RICO: Moody's Upgrades Issuer Rating to 'B3' FLINT TELECOM: Suspending Filing of Reports with SEC FNB UNITED: Receives Regulatory OK to Acquire Bank of Granite FONAR CORP: Diagnostic Breakthrough in MS Achieved with MRI FRC LLC: Case Summary & 20 Largest Unsecured Creditors GAMETECH INT'L: Common Stock Delisted from NASDAQ GARLOCK SEALING: Wants Plea to Reopen 2 Cases Addressed GENTA INC: RA Capital Discloses 9.9% Equity Stake GENTA INC: Has 686.7 Million Outstanding Common Shares GENTIVA HEALTH: Moody's Says Senate Report No Impact on 'B1' CFR GEORGIA-PACIFIC: Fitch Withdraws BB+ Rating on Sr. Unsec. Bonds GRIFFIN SAND: Case Summary & 11 Largest Unsecured Creditors HAMPTON ROADS: Three Directors Elected at Annual Meeting HARRY & DAVID: Highly Rated by Consumer Reports HAWKER BEECHCRAFT: Bank Debt Trades at 33% Off in Secondary Market HELLER EHRMAN: Fraudulent Transfer Suits Are 'Core' HILL INTERNATIONAL: Extends Forbearance Pact with BoA to Oct. 17 HOMELAND SECURITY: Incurs $3.9 Million Net Loss in Fiscal 2011 HOMER CITY: Moody's Lowers Rating on Pass Through Bonds to 'B2' HORIZON LINES: Completes Comprehensive Refinancing HORIZON LINES: Moody's Revises PDR to 'Caa2\LD'; Outlook Stable HUSSEY COPPER: Lowenstein Sandler Representing Creditors INNKEEPERS USA: Cerberus in Advanced Talks on Lower Price IRED ELMHURST: Case Summary & Largest Unsecured Creditor J. CREW: Bank Debt Trades at 13% Off in Secondary Market JAMES RIVER: Steelhead Partners Discloses 9.9% Equity Stake JGWPT HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating JJR REALTY: Voluntary Chapter 11 Case Summary JK HARRIS: Case Summary & 20 Largest Unsecured Creditors JMR DEVELOPMENT: Section 341(a) Meeting Scheduled for Oct. 21 KINETIC CONCEPT: Moody's Assigns Caa1 Rating to Sr. Unsec. Notes KL ENERGY: Alan Rae Resigns as Board of Directors Chairman KOLORFUSION INT'L: Wins Confirmation of Bootstrap Chapter 11 Plan LAZARD GROUP: Moody's Assigns 'Ba2' Corporate Family Rating LEHMAN BROTHERS: Wants to Enter Into Bond Safeguard Settlement LEHMAN BROTHERS: Asks Approval of ESP Funding Settlement LEHMAN BROTHERS: Wants to Terminate Spruce CCS Securitization LEHMAN BROTHERS: Proposes to Restructure Zwinger Loan Facility LEHMAN BROTHERS: Hawaii Borrowers Drop Motion to Compel LOCATION BASED TECH: PocketFinder 2.0 Now in Apple's App Store LOS ANGELES DODGERS: Loses Again on Treatment of Other Clubs LOS ANGELES DODGERS: Season Ticket Holders Want Own Committee LOS ANGELES DODGERS: Court Authorizes Employment of Blackstone LOTHIAN OIL: Bankruptcy Deal Survives Shareholder Challenge M. M ORION: Voluntary Chapter 11 Case Summary MACROSOLVE INC: Enters Into Subscription Agreement with Investors MID-VALLEY INC: Garlock Wants Plea to Reopen 2 Cases Addressed MMRGLOBAL INC: Hector Barreto Resigns from Board of Directors MOHAWK TRAVELER: Case Summary & 20 Largest Unsecured Creditors MOHEGAN TRIBAL: Bruce Bozsum to Continue to Serve as Chairman MONACO COACH: ICOP Can't Dodge Damages in Moldy RV Suit MOUNTAIN PROVINCE: Commences Tuzo Deep Drill Program NASSAU BROADCASTING: Fights Liquidation, Aims to Reorganize NASSAU BROADCASTING: Wants Involuntary Ch.7 Converted to Ch.11 NATIONAL ENVELOPE: Wants Until Dec. 10 for Liquidating Plan NCO GROUP: Marc Simon Appointed to Board of Directors NEIMAN MARCUS: Bank Debt Trades at 9% Off in Secondary Market NEOMEDIA TECHNOLOGIES: Names iSherpa's P. Mannetti to Board NEWPAGE CORPORATION: Moody's Assigns Ba2 to $350-Mil. DIP Loan NORTEL NETWORKS: Prepares to Battle U.K., Irish, French Units NORTH AMERICAN PETROLEUM: Exits Chapter 11 Protection NYTEX ENERGY: Inks Forbearance Agreement with WayPoint ONE 14: Atlas Partners Auctions Auto Dealerships ORAGENICS INC: Draws $1 Million Under Revolving Credit Facility ORGERON BROS: Case Summary & 16 Largest Unsecured Creditors OWENS CORNING: Garlock Wants Plea to Reopen Cases Addressed PALMS OF BELLEAIR: Case Summary & 8 Largest Unsecured Creditors PARTSEARCH TECH: Best Buy Acquires Biz Under Confirmed Plan PHILADELPHIA ORCHESTRA: Reaches Tentative Deal With Musician Union PICKWICK SQUARE: Voluntary Chapter 11 Case Summary PS LODGING: Case Summary & 4 Largest Unsecured Creditors PJ FINANCE: Withdraws Motion for Financing in Relation to Plan PLATINUM PROPERTIES: Wants to Amend Cash Collateral Stipulation POINT BLANK: Judge Approves Gores-Led Auction Process POWER EFFICIENCY: Earns $1 Million from Securities Offering PRECISION OPTICS: Maturity of $600,000 Notes Extended to Oct. 31 PROVADA INSURANCE: Case Summary & 13 Largest Unsecured Creditors PURE BEAUTY: Has Green Light to Use Regis Cash Collateral PURE BEAUTY: Hearing on Sale Procedures Motion Set for Nov. 1 PURE BEAUTY: Sec. 341 Creditors' Meeting Set for Nov. 10 PURE BEAUTY: To Reject Leases for Unprofitable Outlets QUINCY MEDICAL: Court Approves Assets Sale to Steward Medical RADIOSHACK CORP: Moody's Affirms 'Ba1' Corporate Family Rating REAL MEX: Can Borrow $25MM Under DIP Facility on Interim REAL MEX: Sec. 341 Creditors' Meeting Set for Nov. 2 REAL MEX: Seeks to Immediately Pay Claims for Perishable Goods REALOGY CORP: Bank Debt Trades at 20% Off in Secondary Market S-SI RIO: Case Summary & 12 Largest Unsecured Creditors SCOTT DEGRAFF: Files for Chapter 11 Protection in Denver SEAGOVILLE VENTURE: Case Summary & 9 Largest Unsecured Creditors SEAHAWK DRILLING: Consummates Full-Payment Chapter 11 SIGNATURE STYLES: Working with Committee on Wind Down, Plan Draft SIGNATURE STYLES: Taps Delaware Claims Agency as Noticing Agent SLAVERY MUSEUM: Files Schedules of Assets and Liabilities SOLYNDRA LLC: House Republicans Seek DOE Loan Documents SOUTH EDGE: Investors Settle $26MM Development Funds Dispute SOUTH EDGE: Owner Settles Dispute With Focus Property Affiliate ST. VINCENT'S: Sells Former Main Campus to Rudin for $260 Million SUMMERFIELD DEVELOPMENT : Voluntary Chapter 11 Case Summary TC GLOBAL: Expects to Report $1.1-Mil. Net Loss in Fiscal 2012 TELETOUCH COMMUNICATIONS: Amends Form S-1 Registration Statement TEN X CAPITAL: Court Dismisses Chapter 11 Reorganization Case TENGION INC: Gets Nasdaq Minimum Bid Price Non-Compliance Notice TENSAR LEASE: Moody's Rates Proposed Term Loan B at '(P)B1' TESORO CORP: Fitch Withdraws 'BB' Rating on Sr. Unsec. Notes TEXAS RANGERS: Stern v. Marshall Interpreted Narrowly THIRD STREET: Case Summary & Largest Unsecured Creditor TRAILER BRIDGE: Deutsche Bank Appointed Notes Indenture Trustee TRAVELPORT HOLDINGS: Inks 4th Amended Credit Agreement with UBS TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market TRIBUNE CO: Bank Debt Trades at 48% Off in Secondary Market TXU CORP: Bank Debt Trades at 35% Off in Secondary Market TXU CORP: Bank Debt Trades at 30% Off in Secondary Market UNIGENE LABORATORIES: Inks Joint Development Pact with Nordic UNIGENE LABORATORIES: Claus Christiansen Buys $1.5-Mil. Shares UNITED STATES OIL: Sells Subsidiary to Jeff Turnbull UNIVISION COMMS: Bank Debt Trades at 19% Off in Secondary Market USEC INC: Amends Form S-3 Registration Statement VILLA D'ESTE: BofA Doesn't Consent to Cash Collateral Use VITRO SAB: Bank of America Opposes Release of $2.4 Million WES CONSULTING: Plans to Sell Web Merchants to Fred Petrenko WINDRUSH SCHOOL: Wells Fargo Wants Case Converted or Dismissed WINDRUSH SCHOOL: Sec. 341 Creditors' Meeting Set for Oct. 24 YELLOWSTONE MOUNTAIN: Trustee Loses Bid to Raise $40MM Judgment YRC WORLDWIDE: DBD Cayman Discloses 14.1% Equity Stake * Bankruptcies and Junk-Bond Defaults Continue to Fall * Bill Signed to Limit California Municipal Bankruptcy Filings * Labor Deals at Ford, GM Returning Some Production From Abroad * Banks Use Small Business-Earmarked Funds to Repay TARP * Officials, Lenders Move Forward With Foreclosure Talks * Baum Law Firm to Pay $2 Million Over Foreclosure Practices * WL Ross Tries to Buy Time for Newest Investment Fund * Large Companies With Insolvent Balance Sheets ********* 18 WEST: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: 18 West, L.L.C. 3510 Turtle Creek Blvd., PH 18B Dallas, TX 75219 Bankruptcy Case No.: 11-36419 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: William F. Kunofsky, Esq. LAW OFFICE OF WILLIAM F. KUNOFSKY 10300 N. Central Expwy., Suite 252 Dallas, TX 75231 Tel: (214) 369-1040 E-mail: ecffilings@debtfighters.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 Jennifer Price, president/owner. AABACUS INDUSTRIAL: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Aabacus Industrial Park, Inc. 3240 West Sunset Road Las Vegas, NV 89118 Bankruptcy Case No.: 11-25895 Chapter 11 Petition Date: October 7, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce T. Beesley Debtor's Counsel: H. Stan Johnson, Esq. CJD LAW GROUP, LLC 6293 Dean Martin Drive, Suite G Las Vegas, NV 89118 Tel: (702) 823-3500 Fax: (702) 823-3400 E-mail: sjohnson@cohenjohnson.com Scheduled Assets: $566,037 Scheduled Debts: $1,827,610 The Company?s list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb11-25895.pdf The petition was signed by David Morgan, president. AE BIOFUELS: L. Cagan Converts $1.4MM Debt Into Shares ------------------------------------------------------ Energy Enzymes, Inc., a wholly-owned subsidiary of AE Biofuels, Inc., on Feb. 8, 2008, entered into a Revolving Line of Credit Agreement with Laird Q. Cagan for up to $3,000,000. On Aug. 17, 2009, International Biodiesel, Inc., a wholly owned subsidiary of AE Biofuels, Inc., assumed the Credit Agreement with Mr. Cagan and increased the principal amount up to $5,000,000. The $5,000,000 Credit Agreement is secured by accounts, investments, intellectual property, securities and other collateral of AE Biofuels, Inc., excluding or subordinated to the collateral securing the Company's obligations under the Note and Warrant Purchase Agreement with Third Eye Capital Corporation and Third Eye Capital ABL Opportunities Fund, and the collateral securing the Company's obligations under the Secured Term Loan with the State Bank of India. The $5,000,000 Credit Agreement bears interest at the rate of 10% per annum and was extended by election of the Company on July 1, 2011, for an additional year until July 1, 2012. By actions of the Board of Directors of the Company on Sept. 2, 2010, in consideration for the noteholder (i) agreeing to subordinate the Credit Agreement to the Third Eye Capital Corporation Note Purchase Agreement dated Oct. 29, 2010, and (ii) extending the maturity date of the Revolving Line when due on July 1, 2011, the Board of Directors agreed: (a) to grant Mr. Cagan the option to convert a portion of the outstanding principal under the Credit Agreement into shares of the Company's common stock at a conversion price equal to the prevailing common stock price immediately prior to the Sept. 2, 2010, board meeting; and (b) to pay Mr. Cagan a fee of 5% of the outstanding balance of the Revolving Line, payable in cash or stock at the same conversion price and terms. Upon exercise by the Company of the one year extension of the Credit Agreement maturity to July 1, 2012, an additional 5% fee was incurred. On Sept. 30, 2011, Mr. Cagan provided the Company a Notice of Principal Conversion under the Credit Agreement, converting all of the outstanding principal eligible for conversion as of Sept. 30, 2011, into AE Biofuels common shares in the amount of $1,452,818. Mr. Cagan also provided the Company notice that the Credit Agreement was owned by four note holders: Laird Q. Cagan (27%); McAfee Capital, LLC (62%); Clyde Berg (6%) and Mougins Capital (5%). Pursuant to this conversion of promissory note principal into common equity, the Company issued approximately 24% of its outstanding shares (29,056,356 shares) in the form of common stock of the Company. The Shares are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended, by reason of Regulation D, Rule 506 promulgated thereunder. After the conversion of all of the eligible convertible principal under the Credit Agreement into equity on Sept. 30, 2011, the remaining principal, interest and fees balance under the Credit Agreement is $5,165,206. Future conversions of principal are specifically limited to (i) a conversion price equal to the average daily closing AE Biofuels stock price for the 22 trading days prior to the date of conversion, and (ii) a conversion amount not to exceed the amount of future interest and fees incurred under the Credit Agreement, which bears interest at 10% per year. About AE Biofuels AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/-- is a biofuels company based in Cupertino, California, developing sustainable solutions to address the world's renewable energy needs. The Company is commercializing its patent-pending next- generation cellulosic ethanol technology that enables the production of biofuels from both non-food and traditional feedstocks. Its wholly-owned Universal Biofuels subsidiary built and operates a nameplate 50 million gallon per year biodiesel production facility on the east coast of India. The Company reported a net loss of $1.72 million on $1.59 million of sales for the three months ended Sept. 30, 2010, compared with a net loss of $3.78 million on $4.05 million of sales for the same period a year earlier. BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt about AE Biofuels' ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred recurring losses, and has a working capital deficit and total stockholders' deficit as of December 31, 2009. The Company's balance sheet at Sept. 30, 2010, showed $20.23 million in total assets, $29.03 million in total liabilities, all current, and a stockholders' deficit of $8.80 million. ALCOMA GOLF: Case Summary & 34 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Alcoma Golf, L.P. 4114 Old William Penn Highway Monroeville, PA 15146 Bankruptcy Case No.: 11-26246 Chapter 11 Petition Date: October 6, 2011 Court: U.S. Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Judith K. Fitzgerald Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO & CORBETT, P.C. 310 Grant Street, Suite 1105 Pittsburgh, PA 15219-2230 Tel: (412) 232-0930 Fax: (412) 232-3858 E-mail: dcalaiaro@calaiarocorbett.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 34 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb11-26246.pdf The petition was signed by Arthur F. Hawk, president. ALERE, INC: Moody's Says Axis Bid Has No Impact on B1 Corporate --------------------------------------------------------------- Moody's Investors Service said, Alere's recent announcement that it intends to buy Axis-Shield PLC is a modest credit positive but does not have any immediate impact on its B1 Corporate Family Rating or stable outlook. RATINGS RATIONALE The last rating action on Alere was on June 16, 2011, when Moody's assigned a Ba2 rating to the company's senior secured credit facilities. The principal methodology used in rating Alere was the Global Medical Products & Device Industry Methodology published in August 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Alere, Inc., headquartered in Waltham, Massachusetts, operates in health management, and professional and consumer diagnostics. The health management business includes disease management, maternity management, and wellness. Diagnostic products focus on infectious disease, cardiology, oncology, drugs of abuse and women's health. ALEXANDER GALLO: Auction on Nov. 7 to Test Bayside Bid ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the sale of Alexander Gallo Holdings LLC, a provider of court-reporting and litigation-support services, is proceeding on schedule. The report relates that the bankruptcy judge in Manhattan authorized holding an auction on Nov. 7, followed the next day by a hearing to approve the sale. Anyone intending to compete with an affiliate of Bayside Capital Inc. must initially submit a bid by Nov. 4. The bankruptcy judge also gave final approval this week for $20 million in financing from a Bayside affiliate. Bayside is obligated to buy the business under a contract valued at $88 million. The buyer will pay off first-lien debt, forgive second-lien obligations, and forgive $20 million in financing for the Chapter 11 case. Bayside also will pay the cost of curing contract defaults. Before bankruptcy, Bayside acquired the $22 million in second-lien debt. About Alexander Gallo Holdings Marietta, Georgia-based Alexander Gallo Holdings LLC -- http://www.alexandergalloholdings.com-- is the largest full service, IT-enabled court reporting and litigation support services company in the United States. AGH offers court reporting, litigation support, trial software and other similar services and has the only true national footprint in its market, with roughly 55 offices located throughout the United States, and a preferred provider network which serves as an extension of Alexander Gallo's geographic reach. Founded in 1999 by Alexander J. Gallo, a former court reporter, AGH has made 18 acquisitions since 2003. Mr. Gallo has remained as CEO. AGH, along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011. Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to Bayside Capital Inc., which had acquired $22 million in second- lien debt. The price wasn't disclosed. Alexander Gallo disclosed assets of $208 million and debt totaling $258 million as of June 30, 2011. Liabilities include $47 million on a first-lien revolving credit and term loan where Wells Fargo Bank NA is agent. In addition to the second-lien debt held by Bayside, there is $33 million in junior unsecured subordinated notes owing to Harvest Equity Partners LLC plus another $148 million in junior unsecured subordinated notes owing to insider Gallo Holdings LLC. Bayside is providing $20 million in financing for the Chapter 11 effort. The new loan will have a first priority lien on unencumbered assets and a lien behind the first-lien debt. Bankruptcy Judge Allan J. Gropper presides over the case. Thomas R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G. Egan, Esq., at DLA Piper LLP (US), in New York, serve as the Debtors' general counsel. Squire, Sanders & Demsey (US) LLP serves as the Debtor's corporate counsel. The Debtors' financial advisor is Gordian Group, LLC. Marc L. Pfefferle, a partner at Carl Marks Advisory Group LLC, serves as the Debtors' chief restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtor's claims agent. ALLTRUST REALTY: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Alltrust Realty, LLC 801 Hillen Road Towson, MD 21286 Bankruptcy Case No.: 11-29919 Chapter 11 Petition Date: October 5, 2011 Court: United States Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Curtis C. Coon, Esq. COON & COLE, LLC Suite 501 401 Washington Avenue Towson, MD 21204 Tel: (410) 244-8800 Fax: (410) 244-8801 E-mail: cccoon@ccclaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb11-29919.pdf The petition was signed by Richard Klemkowski, authorized member. AMBAC FINANCIAL: To Present Plan for Confirmation Dec. 8 -------------------------------------------------------- Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York on Oct. 5, 2011, the Disclosure Statement explaining the Second Amended Plan of Reorganization of Ambac Financial Group, Inc. Judge Chapman held that the Disclosure Statement contains adequate information within the meaning of Section 1125 of the Bankruptcy Code to enable creditors to make an informed judgment with respect to the Plan. In related matters, AFG bankruptcy counsel, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York, told Judge Chapman that the company is close to resolving its dispute with the U.S. Internal Revenue Service over the $7.3 billion net operating losses or NOLs, Tiffany Kary of Bloomberg News reported. AFG would sit down with mediators next week if there's still a difference between "the bid and the ask" on a settlement, the lawyer added, according to Bloomberg. "This is the largest, one of the most complex and complicated cases I've been involved in," Mr. Ivanick was quoted at the hearing as saying by Bloomberg. Mr. Ivanick also congratulated Anthony Princi, Esq., at Morrison & Foerster LLP, in New York, counsel for the Official Committee of Unsecured Creditors, for helping the Debtor negotiate the key terms to the Plan, including the resolution of the New York Finance Department's tax claim, Bloomberg related. Judge Chapman Overruled Objections, Debtor Files Omnibus Reply Any objections to the adequacy of the information contained in the Disclosure Statement to the extent not withdrawn or otherwise consensually resolved are overruled, Judge Chapman ruled. Before entry of the Disclosure Statement Order, three pro se creditors lodged objections to the Disclosure Statement. In renewed objections, Mrs. Frederick Sam complained that the Disclosure Statement lacked a full and good faith disclosure of the valuation of Ambac Assurance Corporation. The creditor asserted that AAC has contingent assets that are part of this value of the estate since the Debtor had an interest in these contingent assets as of the Petition Date. Anthony S. Cammarano contended that the new documents in the Disclosure Statement did not provide any financial information or other data to allow stockholders to make a judgment about the Plan or Disclosure Statement. There is no financial information about the Debtor's assets, method of establishing accruals or valuing assets especially those whose values are hard to compare with similar assets, he stressed. Wolfgang Drogis alleged that the Plan works against the interests of equity holders, who fully owned AFG. A reorganization is not necessary, he asserted, for the Debtor has much more value than liabilities. At this time the best solution for all parties is a liquidation of AFG under Chapter 7, he proposed. In an omnibus reply, the Debtor insisted that the Disclosure Statement contained adequate information pursuant to Section 1125. Mr. Ivanick asserted that the Second Amended Plan and Second Amended Disclosure Statement were filed with extensive input from the Creditors' Committee, AAC, the Office of the Commissioner of Insurance for the State of Wisconsin, and the rehabilitator for the segregated account of AAC. This input pertained to both the structure and contents of the Second Amended Plan as well as the information to be included in the Second Amended Disclosure Statement, he said. The Debtor has received five objections and one reservation of rights with respect to the Disclosure Statement. Notably, none of the Objections came from a creditor of the Debtor's estate, Mr. Ivanick pointed out. With respect to the Reservation of Rights filed by the Securities Plaintiffs, the U.S. District Court for the Southern District of New York approved the Stipulation of Settlement, as will be reflected in the version of the Second Amended Disclosure Statement distributed for the purpose of soliciting votes on the Second Amended Plan. Regardless of the District Court approval, however, the Reservation of Rights does not raise any concerns with respect to the adequacy of the Debtor's disclosure that might prevent the Bankruptcy Court from approving the Second Amended Disclosure Statement, Mr. Ivanick averred. The Debtor asserted specific responses to each Objection: (1) Mrs. Frederick Sam. Since the filing of Mrs. Sam's objection in July 2011, the Debtor has filed two amended disclosure statements and exhibits, all of which contain additional information. To address the second Sam Objection, the Debtor's financial advisors have already considered AAC's potential recovery in these actions and included a contraliability in AAC's balance sheet in excess of $2 billion. AAC's current value according to generally accepted accounting principles is negative and the future recovery of the Debtor's creditors through a future residual equity value of AAC is uncertain, said Mr. Ivanick. The Second Amended Disclosure Statement discusses the issues critical to AAC's residual equity value, as well other risk factors associated with creditor recovery. The disclosure contained therein is adequate and does not indicate any possibility of recovery for the Debtor's equity, he asserted. (2) Edward Hosinger. Contrary to Mr. Hosinger's assertions, the Second Amended Disclosure Statement contains financial projections and a valuation of the Reorganized Debtor, including a discussion of the methodologies and assumptions used by the Debtor's financial advisors, Mr. Ivanick pointed out. The current Liquidation Analysis shows the value that could be obtained by the Debtor's creditors if the Debtor were liquidated and its assets "auctioned in the marketplace," as suggested by Mr. Hosinger. The Second Amended Disclosure Statement also outlines the various sources of income the Reorganized Debtor will have as it exits Chapter 11 and details the various crucial issues related to the Debtor's financial position, including the status of negotiations with the IRS regarding the NOLs and other important settlements between the Debtor and claimants or creditors. Mr. Ivanick also clarified that nothing in the Debtor's Schedules of Assets and Liabilities filed on December 22, 2010 has changed that would affect the adequacy of the Debtor's disclosure, nor is it a requirement that the Debtor attach its schedules of assets and liabilities to any disclosure statement filed. The financial analyses performed by the Debtor's financial advisors and set forth in the Second Amended Disclosure Statement estimate a recovery by unsecured creditors of well below 100%. (3) Wolfgang Drogis. The Drogis Objections are not objections to the adequacy of information contained in the Second Amended Disclosure Statement. Rather, leveling multiple unsupported and spurious accusations at the Debtor and its management, the Drogis Objections can only be characterized as objections to the Plan, not the Disclosure Statement, Mr. Ivanick argued. The Drogis Objections fail to adequately plead the assertions leveled, Mr. Ivanick added. Solicitation Schedule In light of the approval of the Disclosure Statement for Ambac Financial Group, Inc.'s Second Amended Plan of Reorganization, Judge Chapman permitted the Debtor to commence solicitation on the Plan in accordance with approved plan solicitation procedures and schedule. The Court fix October 5, 2011, as the record date to determine for the purposes of determining the creditors and equity interest holders entitled holders entitled to receive a solicitation package or a non-voting status notice and to vote on the Amended Plan. In order to be counted, each Ballot must be properly executed, completed, and delivered to Kurtzman Carson Consultants LLC, the Debtor's voting agent by first-class mail, overnight delivery, or personal delivery prior to November 23, 2011, at 5:00 p.m. prevailing Pacific Time. The Debtor will file its vote certification at least seven days before the December 8, 2011, confirmation hearing. The Debtor will publish the Confirmation Hearing Notice, modified as necessary, in the national edition of the Wall Street Journal no later than October 12, 2011. Confirmation Hearing Judge Chapman will convene a hearing to consider confirmation of the Plan on December 8, 2011. Objections, if any, to confirmation of the Plan, must be in writing; state with particularity the legal and factual basis for the objection; and be filed with the Court, so as to be actually received before November 23, 2011, at 4:00 p.m. In the event one or more objections to confirmation of the Plan are filed, the Debtor may file a single, omnibus reply to those objections on or before December 2, 2011. Additional Plan Exhibits In separate filings dated October 4 and 5, 2011, the Debtor submitted to the Bankruptcy Court exhibits to the Plan, containing the amended and restated tax sharing agreement and warrant agreement. Full-text copies of the exhibits are available for free at: http://bankrupt.com/misc/Ambac_AmTSA.pdf http://bankrupt.com/misc/Ambac_WarrantPact.pdf A full-text copy of the Disclosure Statement Order dated October 5, 2011, is available for free at: http://bankrupt.com/misc/Ambac_Oct5DSOrder.pdf The Chapter 11 Plan The Debtor filed an amended bankruptcy plan after reaching a settlement with its Wisconsin regulator, which could avert a liquidation for what was once the second-largest U.S. bond insurer. The amended plan followed an agreement with Wisconsin's insurance commissioner to resolve tax and other disputes involving the Ambac Assurance Corp operating unit. In a statement, the Wisconsin regulator said its accord with Ambac "recognizes the advantages of reducing uncertainty and avoiding unnecessary litigation," and allows it to focus on rehabilitating the segregated account. Under Ambac's amended bankruptcy plan, holders of secured claims would be paid in full. Holders of general unsecured claims would recover 8.5 cents to 13.2 cents on the dollar, and holders of $1.25 billion of senior notes would get 11.4 cents to 17.6 cents on the dollar. These two groups of creditors would get stock and warrants in a reorganized Ambac. If the noteholders accept the plan, holders of $444.2 million of subordinated notes would get 1.5% of the stock, as well as warrants. Still unresolved is an Ambac dispute with the Internal Revenue Service over who gets net operating losses, estimated to total $6.8 billion as of June 30, to use for tax benefits. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed US$30.05 billion in total assets, US$31.47 billion in total liabilities, and a US$1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of (US$394.5 million) and total liabilities of US$1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group and the restructuring proceedings of Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945- 7000). AMBAC FINANCIAL: Wins Nod to Tap KCC as Plan Voting Agent --------------------------------------------------------- Ambac Financial Group, Inc., sought and obtained the bankruptcy court's permission to employ Kurtzman Carson Consultants LLC as its voting agent in connection with the solicitation and confirmation of its Chapter 11 Plan of Reorganization. As the Debtor's Voting Agent, KCC will perform all tasks relating to the solicitation of votes and the performance of related services, as appropriate, including noticing, balloting, and tabulation services, in furtherance of confirmation of a chapter 11 plan. As previously reported, KCC also serves as claims and noticing agent to the Debtor. KCC will coordinate its personnel to avoid the duplication of effort and prevent the Debtor's estate from incurring needless expense. The fees and expenses of KKC incurred as Voting Agent would be treated as administrative expense priority claims against the Debtor's estates and will be paid by the Debtor after the 10th day after each KCC invoice has been received by the Debtor unless an objection to the invoice is filed. In that case, the Debtor would remit to KKC only the disputed portion of the invoice, and if applicable, would pay the remainder to KKC upon resolution of the disputed portion. Albert Kass, vice president of corporate restructuring services for KCC -- akass@kccllc.com -- maintains that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed US$30.05 billion in total assets, US$31.47 billion in total liabilities, and a US$1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of (US$394.5 million) and total liabilities of US$1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group and the restructuring proceedings of Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945- 7000). AMERICAN APPAREL: Reports 3% Q3 Increase in Store Sales ------------------------------------------------------- American Apparel, Inc., reported its comparable store sales increased 3% for its third quarter ended Sept. 30, 2011, when compared to the third quarter last year. Wholesale net sales increased 10% between the periods. Total net sales increased 5% to $141 million in this year's third quarter as compared to net sales of $134 million in the third quarter last year. The increase in total net sales was achieved despite a decline in the number of stores in operation between the quarterly periods. At Sept. 30, 2011, the Company operated 247 stores in 20 countries compared to 278 stores at the end of the third quarter last year. Dov Charney, chairman and chief executive officer stated: "We are pleased with our sales performance this quarter and are encouraged with the overall strength of our retail, wholesale and online businesses. Comparable store sales were positive in both our store and online channels and we saw a return to solid sales growth in our wholesale channel. As we enter what is historically our strongest quarter of the year, we are optimistic that if current sales trends continue we will continue to see substantial improvement in our overall financial performance." As previously disclosed, beginning this quarter the Company computes its comparable store sales change by including sales associated with stores open for over one year together with sales from its online consumer business. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. American Apparel reported a net loss of $86.31 million on $532.99 million of net sales for the year ended Dec. 31, 2010, compared with net income of $1.11 million on $558.77 million of net sales during the prior year. The Company's balance sheet at June 30, 2011, showed $331.66 million in total assets, $279.41 million in total liabilities, and $52.25 million in total stockholders' equity. The Wall Street Journal reports that Skadden, Arps, Slate, Meagher & Flom has been advising the company on its recent restructuring efforts alongside investment bank Rothschild Inc. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Going Concern Doubt Marcum LLP, in New York, in its audit report on American Apparel's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. As of April 30, 2011, the Company had approximately $8,000,000 of cash, approximately $8,900,000 of availability for additional borrowings and $46,100,000 outstanding on the credit facility under the BofA Credit Agreement and $1,400,000 of availability for additional borrowings and $4,000,000 outstanding on the credit facility under the Bank of Montreal Credit Agreement. As May 10, 2011, the Company had approximately $5,941,000 available for borrowing under the BofA Credit Agreement and $1,481,000 available under the Bank of Montreal Credit Agreement. The Company incurred a loss from operations of $13,091,000 for the three months ended March 31, 2011, compared to a loss from operations of $21,556,000 for the three months ended March 31, 2010. The current operating plan indicates that losses from operations may be incurred for all of fiscal 2011. "If we are not able to timely, successfully or efficiently implement the strategies that we are pursuing to improve our operating performance and financial position, obtain alternative sources of capital or otherwise meet our liquidity needs, we may need to voluntarily seek protection under Chapter 11 of the U.S. Bankruptcy Code," the Company said following its first quarter results. AMR CORP: Experts See Merger With USAir in Bankruptcy ----------------------------------------------------- Reuters' Kyle Peterson and John Crawley report that troubles at American Airlines, a unit of AMR Corp, could bring the airline closer to a merger with US Airways, especially if American opts to restructure in bankruptcy someday, experts say. Although most analysts do not expect the third-largest U.S. carrier to restructure in court, some said a speedy, prepackaged bankruptcy could slash AMR's labor costs and position it for consolidation, even if that is not the carrier's intention. Four of the six carriers involved in the last three big U.S. airline mergers were in bankruptcy or used it to position themselves for deals. Reuters relates American declined to comment on potential mergers and said that bankruptcy was "not our goal," but the No. 3 U.S. carrier did not explicitly rule out a Chapter 11 filing or even distance itself much from the possibility. Reuters also notes US Airways declined to talk about how problems at American might impact a strategic outlook framed by consolidation. But the company's pro-consolidation stance is well- documented. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company also reported a net loss of $722 million for the six months ended June 30, 2011. The Company's balance sheet at June 30, 2011, showed $25.78 billion in total assets, $30.29 billion in total liabilities, and a $4.51 billion stockholders' deficit. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings, 'Caa1' corporate family and probability of default ratings from Moody's, and a 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. ANOINTED WORD: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Anointed Word International Ministries 3434 West 159th Street Markham, IL 60428 Bankruptcy Case No.: 11-40574 Chapter 11 Petition Date: October 5, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtor's Counsel: Thomas W. Goedert, Esq. NEAL & LEROY LLC 203 N. LaSalle Street, Suite 2300 Chicago, IL 60601 Tel: (312) 641-7144 Fax: (312) 641-5137 E-mail: tgoedert@nealandleroy.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 nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb11-40574.pdf The petition was signed by Rev. Dr. Jacqueline E. Anderson, founder/CEO/pastor. APPLETON PAPERS: VP Macdonald Leaves Due to "Job Elimination" ------------------------------------------------------------- Appleton Papers Inc. announced that Sarah T. Macdonald, vice president and general manager - Carbonless/Security, will be leaving the Company as a result of job elimination. Ms. Macdonald's departure is effective Oct. 3, 2011. About Appleton Papers Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight Development Corp. Appleton Papers Inc. -- http://www.appletonideas.com/-- headquartered in Appleton, Wisconsin, produces carbonless, thermal, security and performance packaging products. Appleton has manufacturing operations in Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs approximately 2,200 people and is 100% employee-owned. The Company's balance sheet at July 3, 2010, showed $633.02 million in total assets, $782.05 million in total liabilities, $102.52 million in redeemable common stock, a $159.39 million in accumulated deficit, and a $92.16 million accumulated other comprehensive loss. * * * Appleton Papers carries a 'B' corporate credit rating from Standard & Poor's. APPLIED MINERALS: Amends Annual and Quarterly Reports ----------------------------------------------------- Applied Minerals, Inc., filed amendments to its annual report and quarterly reports to include the reclassification of debt discount to deferred financing and the reclassification of other liabilities to long-term liabilities. The Company filed the amendments to include correct certifications required by Rule 13a- 14(a). The Company's restated balance sheet at Dec. 31, 2010, showed $4.21 million in total assets, $5.77 million in total liabilities and a $1.56 million total stockholders' deficit, compared with $4.07 million in total assets, $5.63 million in total liabilities, and stockholders' deficit of $1.56 million. A full-text copy of amended Annual Report for the year ended Dec. 31, 2010, is available for free at http://is.gd/r9w94v A full-text copy of the amended March 31 Quarterly Report is available for free at http://is.gd/0Dcmix A full-text copy of the amended June 30 Quarterly Report is available for free at http://is.gd/LzCLL1 About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. The Company reported a net loss of $4.77 million for 2010, compared with a net loss of $6.77 million for 2009. The Dragon Mine property has yet to produce any significant revenue and, as such, the Company generated no gross profit for the twelve months ended Dec. 31, 2010, and 2009. As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP, in Spokane, Washington, after auditing the Company's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit from operations and a net deficiency in working capital. Applied Minerals in its Form 10-Q acknowledged that it has incurred material recurring losses from operations. At March 31, 2011, the Company had aggregate accumulated deficits prior to and during the exploration stage of $33,239,435, in addition to limited cash and unprofitable operations. For the period ended March 31, 2011 and 2010, the Company sustained net losses before discontinued operations of $1,343,240 and $1,084,299, respectively. These factors indicate that the Company may be unable to continue as a going concern for a reasonable period of time, according to the quarterly report. BIOVEST INTERNATIONAL: To Seek Regulatory Approval for BiovaxID --------------------------------------------------------------- Biovest International, Inc., a majority-owned subsidiary of Accentia Biopharmaceuticals, Inc., announced that it has started the process to conduct clinical pre-filing discussions with various regulatory agencies including Health Canada, the U.S. Food & Drug Administration and the European Medicines Agency. The first agency meeting is confirmed and on the calendar with other meetings expected to follow. The meetings will focus on the Company's plans to seek regulatory approval for BiovaxID, Biovest's personalized cancer vaccine initially targeting follicular lymphoma, and will help determine the next steps and requirements in the process. The Company expects to discuss various regulatory approaches to facilitate the submission of marketing applications at the earliest possible date. To further discuss this strategy, Biovest is scheduled to present at the MD Becker Partners Cancer Immunotherapy Conference at the New York Academy of Medicine at 9:00 a.m. EDT, and the presentation will be webcast with the live and archived versions of the broadcast available at the Media Center on Biovest's corporate Web site at http://www.Biovest.com. Biovest's President, Mr. Samuel S. Duffey, stated, "As a highly- personalized active immunotherapeutic, BiovaxID does not induce immunosuppression, and spares patients from the serious potential side effects related to extended immunosuppression or radiation exposure. BiovaxID represents a potentially novel option for consolidation therapy that in our Phase 3 clinical trial was demonstrated to be safe and effective in treated patients. Utilizing a protein present only on cancerous B-cells, the effectiveness of BiovaxID is unlikely to be compromised when tumor cells become resistant to, or escape from existing therapies. Because of its mode of action, safety, efficacy and targeted nature, BiovaxID may indeed be a nearly ideal consolidation agent for follicular lymphoma. We anticipate that these upcoming pre- filing clinical meetings will prelude additional manufacturing (CMC) meetings with the respective agencies. We look forward to each agency's collective feedback, as their input and guidance will be critical to our regulatory strategy." A full-text copy of the press release is available for free at: http://is.gd/4dz4w1 About Biovest International Biovest International, Inc. -- http://www.biovest.com/-- is an emerging leader in the field of active personalized immunotherapies. In collaboration with the National Cancer Institute, Biovest has developed a patient-specific, cancer vaccine, BiovaxID(R), with three clinical trials completed, including a Phase III study, demonstrating evidence of safety and efficacy for the treatment of indolent follicular non-Hodgkin's lymphoma. Headquartered in Tampa, Florida, with its bio-manufacturing facility based in Minneapolis, Minnesota, Biovest is publicly- traded on the OTCQB(TM) Market with the stock-ticker symbol "BVTI", and is a majority-owned subsidiary of Accentia Biopharmaceuticals, Inc. (OTCQB: "ABPI"). Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11 bankruptcy protection on Nov. 10, 2008 (Bankr. M.D. Fla. Case No. 08-17796). As reported in the Troubled Company Reporter on Nov. 19, 2010, Biovest emerged from Chapter 11 protection, and its reorganization plan became effective, on Nov. 17, 2010. The Company's balance sheet at June 30, 2011, showed $6.7 million in total assets, $37.9 million in total liabilities, and a stockholders' deficit of $31.2 million. As of June 30, 2011, the Company had an accumulated deficit of approximately $159.3 million and working capital of approximately $1.2 million. This figure does not include those liabilities which are subject to compromise through the Company's Chapter 11 proceedings, the ultimate outcome of which is expected to be determined by the Court prior to the quarter ending March 31, 2012. As reported in the Troubled Company Reporter on Dec. 20, 2010, Cherry, Bekaert & Holland, L.L.P., in Tampa, Fla., expressed substantial doubt about Biovest International's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company incurred cumulative net losses since inception of roughly $149 million and cash used in operating activities of roughly $2.7 million during the two years ended Sept. 30, 2010, and had a working capital deficiency of roughly $79.6 million at Sept. 30, 2010. BLOCKBUSTER INC: Canadian Unit's Chapter 15 Case Dismissed ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. side of the unsuccessful reorganization of the Canadian affiliate of Blockbuster Inc. ended last week when the Chapter 15 case was dismissed by the bankruptcy judge in New York. Where the U.S. company sold assets in April to Dish Network Corp. under a contract with a $320 million sticker price, the Canadian affiliate couldn't even find a liquidator to run going- out-of-business sales. Consequently, the Canadian company self- liquidated. The reason for having a Chapter 15 case for the Canadian side evaporated when the Canadian receiver was able to work out arrangements to use Blockbuster trademarks while the liquidation proceeded. Dish didn't buy the Canadian operation, although it did keep 1,500 U.S. stores in operation. About Blockbuster Canada Blockbuster Canada Co., an indirect subsidiary of Blockbuster Inc., has operated video rental stores in Canada using the Blockbuster trademarks since 1990. It employs roughly 4,000 employees in more than 400 stores across 10 Canadian provinces. Blockbuster Canada's corporate head office is located in Etobicoke, Ontario. Blockbuster Canada went into receivership in Canada on May 3, 2011. Grant Thornton Limited was appointed by the Ontario Superior Court of Justice. Michael Creber, on behalf of Grant Thornton Ltd., commenced a Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No. 11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's recognition of the receivership proceedings in Canada. Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel for Grant Thornton. Blockbuster Canada is estimated to have $50 million to $100 million in assets and liabilities. About Blockbuster Inc. Blockbuster Inc., the movie rental chain with a library of more than 125,000 titles, along with 12 U.S. affiliates, initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the U.S. Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. The Official Committee of Unsecured Creditors retained Cooley LLP as its counsel. In April 2011, Blockbuster conducted a bankruptcy court-sanctioned auction for all the assets. Dish Network Corp. won with an offer having a gross value of $320 million. "Old" Blockbuster changed its name to BB Liquidating Inc. following the sale. BMB MUNAI: Deregisters Convertible Senior Notes Due 2012 -------------------------------------------------------- BMB Munai, Inc., filed with the U.S. Securities and Exchange Commission a Post-Effective Amendment No. 1 to its Form S-3 registration statement, which was declared effective by the SEC on Jan. 25, 2008. The Registration Statement registered for resale by the selling security holders the Company's $60,000,000 5.0% Convertible Senior Notes Due 2012, which were subsequently amended and designated as the Company's $61,399,800 10.75% Convertible Senior Notes Due 2013, and the shares of the Company's common stock, $0.001 par value per share, into which the Notes were convertible. The Notes have been repaid and redeemed in full prior to any conversion of the Notes into Common Stock. As a result, the offering contemplated by the Registration Statement has terminated and the Company's obligation to maintain effective with the SEC the Registration Statement covering the resale of the Notes and the underlying Common Stock has terminated. In accordance with the undertaking of the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any and all of the securities which remained unsold at the termination of the offering, the Company filed the Post-Effective Amendment to remove from registration the Notes and the Common Stock registered under the Registration Statement which remained unsold at the termination of the offering. About BMB Munai Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada corporation that originally incorporated in the State of Utah in 1981. Since 2003, its business activities have focused on oil and natural gas exploration and production in the Republic of Kazakhstan through its wholly-owned operating subsidiary Emir Oil LLP. Emir Oil holds an exploration contract that allows the Company to conduct exploration drilling and oil production in the Mangistau Province in the southwestern region of Kazakhstan until January 2013. The exploration territory of its contract area is approximately 850 square kilometers and is comprised of three areas, referred to herein as the ADE Block, the Southeast Block and the Northwest Block. The Company realized a loss from continuing operations of $15.1 million during fiscal year 2011 compared to $10.7 million during fiscal year 2010. This 41% increase in loss from continuing operations was primarily attributable to increased general and administrative and interest expense and the foreign exchange loss of $415,803 incurred during fiscal year 2011. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, said that as a result of the pending sale of Emir Oil LLP, BMB Munai will have no continuing operations that result in positive cash flow, which raise substantial doubt about its ability to continue as a going concern. The Company did not generate any revenue during the fiscal years ended March 31, 2011, and 2010, except from oil and gas sales through Emir Oil. The Company's balance sheet at June 30, 2011, showed $326.89 million in total assets, $103.95 million in total liabilities, and $222.93 million in stockholders' equity. Bankruptcy Warning The Company has disclosed that if it does not complete the sale, it will not have sufficient funds to retire the restructured Senior Notes when they become due. "In this event, we would likely be required to consider liquidation alternatives, including the liquidation of our business under bankruptcy protection," the Company said. BORDERS GROUP: Disclosure Statement Hearing on Nov. 10 ------------------------------------------------------ Borders Group, Inc. and its debtor affiliates ask Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York to approve the disclosure statement accompanying the Joint Plan of Liquidation filed by the Debtors and the Official Committee of Unsecured Creditors. David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, insists that the Disclosure Statement provides holders of Claims and Interests in the Plan with adequate information to allow them to make an informed judgment to accept or reject the Plan. The Court will consider approval of the Disclosure Statement on Nov. 10, 2011. Objections to the Disclosure Statement must be in writing and must be filed with the Court so as to be received no later than Nov. 3, 2011 by these parties: * Counsel for the Debtor KASOWITZ, BENSON, TORRES & FRIEDMAN LLP Attn: David M. Friedman, Esq., Andrew K. Glenn, Esq., Jeffrey R. Gleit, Esq. 1633 Broadway New York, New York 10019 * The Office of the United States Trustee for Region 2 Attn: Tracy Davis, Esq. Linda Riffkin, Esq. 33 Whitehall Street 21st Floor New York, New York 10004 * Counsel for the Official Committee of Unsecured Creditors LOWENSTEIN SANDLER PC Attn: Bruce D. Buechler, Esq. Paul Kizel, Esq. 65 Livingston Avenue Roseland, New Jersey 07068 Attn: Bruce S. Nathan, Esq. 1251 Avenue of the Americas New York, New York 10020 The Debtors also seek permission from the Court to commence solicitation of the Joint Plan of Liquidation pursuant to a proposed schedule and protocol. The Debtors ask the Court to fix November 10, 2011 as the record date for purposes of determining which creditors and equity security holders are entitled to receive solicitation materials and ballots for voting on the Plan. The Debtors propose to mail or cause to be mailed on or before November 16, 2011 to all holders of claims and equity interests entitled to vote on the Plan solicitation packages containing: (1) a notice of hearing with respect to confirmation of the Plan, scheduled for December 19, 2011; and (2) a Ballot with a pre-addressed return envelope. Each Ballot must be properly executed, completed, and delivered to the Voting Agent, so as to be received by the Voting Agent no later than 5:00 p.m. (prevailing Eastern Time) on December 9, 2011, at either of these addresses: Via first class mail: The Garden City Group, Inc. Attn: Borders Group, Inc. P.O. Box 9690 Dublin, Ohio 43017-4990 Via overnight courier or hand-delivery: The Garden City Group, Inc. Attn: Borders Group, Inc. 5151 Blazer Parkway, Suite A Dublin, Ohio 43017-4887 The Liquidating Plan As reported in the Troubled Company Reporter on Oct. 6, 2011, Borders Group, Inc. and its debtor affiliates and the Official Committee of Unsecured Creditors submitted to Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York a Joint Plan of Liquidation and accompanying disclosure statement on October 3, 2011. BGI President Holly Felder Etlin relates that the purpose of the Plan is to liquidate, collect, and maximize the Cash value of the remaining assets of the Debtors and make distributions in respect of any Allowed Claims against the Debtors' estates. The Plan is premised on the satisfaction of Claims through creation of a Liquidating Trust and distribution of the proceeds raised from the sale and liquidation of the Debtors' remaining assets, claims and causes of action, she says. The Plan designates five classes of claims and interests in the Debtors' case and provides for the treatment of each claim class: Claim/Equity Entitled to Estimated Class Interest Vote Recovery ----- --------------------- ----------- ---------- N/A Administrative Claims No 100% N/A Priority Tax Claims No 100% 1 Priority Non-Tax Claims No 100% 2 Secured Claims No 100% 3 General Unsecured Claims Yes [___%] 4 Equity Interests No 0% 5 Intercompany Claims No 0% Full-text copies of the Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Borders_Oct3Plan.pdf http://bankrupt.com/misc/Borders_Oct3DS.pdf Liquidating Trust Pact The Debtors and the Official Committee of Unsecured Creditors filed with the Court on October 4, 2011, an exhibit to the Joint Plan of Liquidation, containing the liquidating trust agreement. Pursuant to the Plan, the trust is established for the purpose of collecting, distributing and liquidating the assets of the Debtors for the benefit of the beneficiaries in accordance with this agreement and the Plan with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Trust. A full-text copy of the Liquidating Trust Agreement is available for free at: http://bankrupt.com/misc/Borders_LiquidatingTrustPact.pdf About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000 BORDERS GROUP: Asks for Plan Filing Exclusivity Until Jan. 12 ------------------------------------------------------------- Pursuant to Section 1121(d) of the Bankruptcy Code, Borders Group Inc. and its affiliates ask the Court to extend: (i) their exclusive deadline to file a Chapter 11 plan through and including Jan. 12, 2012, and (ii) their exclusive period to solicit acceptances of that plan through and including March 12, 2011. After extensive negotiations with the Official Committee of Unsecured Creditors, on Oct. 3, 2011, the Debtors and the Creditors' Committee filed their Chapter 11 Plan of Liquidation. The hearing on the Disclosure Statement is scheduled for November 10, 2011 and the proposed confirmation hearing is scheduled for December 19, 2011. Because the Debtors and Creditors' Committee have already filed their Chapter 11 Plan prior to the expiration of the Exclusive Filing Period, which is on October 14, 2011, the Debtors are filing this request out of an abundance of caution. David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, relates that the Debtors have made significant progress in the administration of these Chapter 11 cases since the Petition Date, including: (1) The Debtors sought Court approval of a sale of their business as a going concern to a stalking horse bidder or, in the alternative, approval of an agency agreement with a third party liquidator to conduct going out of business sales at all of the Debtors' remaining store locations. On July 21, 2011, the Court entered an order approving the Agency Agreement among the Debtors and Hilco Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC and Great American Group, LLC. Pursuant to the Agency Agreement, the Agent has held store closing sales at all of the Debtors' remaining locations. These sales were all completed on or about September 21, 2011. (2) The Debtors received Court approval of bidding procedures and conducted auctions for their remaining leases and certain of their intellectual property assets. Beginning on September 8, 2011, the Court entered multiple orders approving the sale or termination of multiple of the Debtors' unexpired non-residential real property leases for $220,000, plus the waiver of certain claims against the Debtors. Beginning on September 22, 2011, the Court entered further orders approving the sale or termination of additional unexpired non-residential real property leases, plus the waiver of certain claims against the Debtors. On September 14, 2011, the Debtors held a successful auction and sold many of their most valuable intellectual property assets, primarily to Barnes & Noble, Inc. The Court approved the sale of these assets on September 27, 2011. (3) The Debtors worked cooperatively with their creditors in formulating the Chapter 11 Plan, which they filed jointly with the Creditors' Committee on Oct. 3. The Debtors will continue to fine-tune the Chapter 11 Plan and solicit feedback from the key parties in these Chapter 11 cases prior to the confirmation hearing. Moreover, the Debtors are still in the process of winding down their businesses and selling their remaining assets. Although the Debtors filed the Chapter 11 Plan on October 3, 2011, the current confirmation hearing is outside of the Debtor's Solicitation Period, which will expire on December 13, 2011. A party may file a competing plan after the current Solicitation Period, Mr. Friedman states. "The filing of plans by third parties, or even the mere threat of such a filing, would serve no purpose other than to introduce delay and additional administrative expenses to these cases without any commensurate benefits. Borders Senior Vice President for Restructuring, Holly Felder Etlin, added in an accompanying declaration, "Any such plan or plans could not realistically offer a greater return to creditors than that which the Debtors propose under the Chapter 11 Plan." Thus, "It is crucial to preserve the Debtors' exclusive right to file a plan because if a competing plan were to be filed in close proximity to the confirmation hearing, it would certainly delay and possibly derail the Plan Proponents' efforts to solicit support for the Chapter 11 Plan," Mr. Friedman avers. Mr. Friedman clarifies that granting an extension of the Exclusive Periods will not give the Debtors unfair leverage over creditor constituencies and indeed is being used to address their preferences. On the contrary, the extension will afford the Debtors an opportunity to maximize the recovery to all creditors, he stresses. Because processes are still unfolding which will be key to the confirmation of the Chapter 11 Plan, the Debtors require more time to focus substantially all of their efforts on confirmation of the Chapter 11 Plan, he says. He assures the Court the Debtors are current on their administrative obligations and continue to pay their bills as they come due. Judge Glenn will consider the Debtors' request on October 18, 2011. Objections are due no later than Oct. 11 Judge Glenn entered a bridge order extending the Debtors' Exclusive Periods until the time as the Court has entered an order determining the proposed extension. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000 BORDERS GROUP: CP Ombudsman Report Hearing Moved to Oct. 18 ----------------------------------------------------------- Bankruptcy Judge Martin Glenn rescheduled a hearing from Oct. 11, 2011 to Oct. 18, 2011 concerning the supplemental report filed by Michael St. Patrick Baxter, the court-approved consumer privacy ombudsman. Borders Group, Barnes & Noble, Inc., or any other party in interest, may file a written response to the Supplemental Report on or before October 14, 2011. The Consumer Privacy Ombudsman and any party-in-interest that files a written response will be heard at the hearing. The Consumer Privacy Ombudsman may appear at the hearing by telephone. Counsel for the Debtors will make telephonic arrangements for the hearing. The Court will consider at the hearing whether any further communications should be required with persons for whom personally identifiable information or PII was transferred to Barnes & Noble. In an October 7, 2011 letter, Barnes & Noble's counsel, Paul H. Zumbro, Esq., at Cravath, Swaine & Moore LLP, in New York, informed the Court that certain technical, operational and other difficulties have precluded Barnes & Noble from complying with one of the requirements of the IP Assets Sale Order dated Sept. 27, 2011. Mr. Zumbro disclosed that the database containing the e-mail addresses of those Borders customers who had previously opted out of receiving marketing materials from Borders is separate from the database containing the e-mail addresses of the Borders customers who have not opted out. He stated that the databases for the Marketing Opt-Out Customer e-mail addresses and for the Non-Marketing Opt-Out Customer e-mail addresses are maintained by two separate vendors of Borders. Despite repeated requests by Barnes & Noble, new hardware purchases by B&N to allow the transfer and other efforts by B&N to facilitate the transfer, the database containing the e-mail addresses of the Marketing Opt-Out Customers has not yet been transferred to B&N, he pointed out. Accordingly, Barnes & Noble remains unable to send to the Marketing Opt-Out Customers the e-mail opt-out notice that the Order requires to be sent by after the closing date of the sale of the Borders IP assets to Barnes & Noble (which occurred on September 30, 2011), he said. The opt-out notice however was timely sent to the Non-Marketing Opt-Out Customers, whose e-mail addresses were transferred to Barnes & Noble at the closing, he told Judge Glenn. In addition, Barnes & Noble has been informed by the e-mail service provider that transmits the opt-out notice that certain industry self-regulatory protocols and related operational constraints may make it impractical to send a nonpermission-based e-mail to customers, including the Marketing Opt-Out Customers who have elected not to receive those e-mails, Mr. Zumbro related. Thus, it may be necessary to treat the Marketing Opt- Out Customers in the same manner as Borders customers whose e- mail address is not live are treated under the Sale Order or to implement some other mechanism to address this problem, he said. The interested parties are working to resolve the issues and other concerns that have been raised in a mutually satisfactory manner, Mr. Zumbro told the Court. Barnes & Noble expects to notify the Court once that has occurred and to seek any appropriate relief at that time. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000 BOYD BROTHERS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Boyd Brothers, Inc. 425 East 15th Street Panama City, FL 32405 Bankruptcy Case No.: 11-50536 Chapter 11 Petition Date: October 7, 2011 Court: U.S. Bankruptcy Court Northern District of Florida (Panama City) Debtor's Counsel: Edward J. Peterson, III, Esq. STICHTER, RIEDEL, BLAIN & PROSSER, P.A. 110 E. Madison St., #200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: epeterson.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by James A. Boyd, Jr., president. CARESTREAM HEALTH: Bank Debt Trades at 18% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Carestream Health, Inc., is a borrower traded in the secondary market at 81.80 cents- on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 2.58 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 22, 2017, and carries Moody's B1 rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Carestream Health Carestream Health, Inc., headquartered in Rochester, New York is a supplier of imaging and IT systems to the medical and dental communities and, also, to other markets. Formerly operating as the Health Group division of Eastman Kodak, the company was acquired by Toronto-based Onex Corporation and Onex Partners II LP in early 2007. For the twelve months ended Sept. 30, 2010, Carestream had revenues of $2.3 billion. As reported by the Troubled Company Reporter on Feb. 18, 2011, Moody's affirmed the 'B1' corporate family rating of Carestream Health, Inc. Concurrently, Moody's assigned a 'B1' to the proposed $2 billion credit facility including a $150 million first lien senior secured revolver and a $1.85 billion first lien term loan. Proceeds of the proposed credit facility will be used to retire the existing first and second lien credit agreements and pay a $200 million dividend to equity sponsor, Onex. The outlook for the ratings is stable. The 'B1' corporate family rating is supported by the company's leading market position, large revenue base and diversified global operations. The ratings outlook could improve if the company is able to more than offset the decline in the film business with growth in its other businesses such that the company demonstrates sustained revenue and profitability growth. The TCR also reported that Standard & Poor's assigned its 'BB-' issue-level rating (one notch above the company's corporate credit rating) to Rochester, N.Y.-based Carestream Health, Inc.'s proposed new $2 billion senior secured credit facility. The recovery rating is '2', indicating S&P's expectation of substantial (70%-90%) recovery in the event of a default scenario. S&P expects the company to use the proceeds to refinance existing debt and pay a $200 million dividend to sponsor Onex Corp. The proposed facility includes a $150 million revolver. At the same time, S&P affirmed Carestream's 'B+' corporate credit rating. The outlook is stable. "The ratings on Carestream reflect S&P's expectation that the company is likely to maintain its operating margin of around 20% despite the challenging long-term outlook for the analog medical imaging industry," said Standard & Poor's credit analyst Sarah Wyeth. S&P believes modest capital expenditures will enable the company to continue to generate good free cash flow and gradually pay down debt. CASCADE BANCORP: Names Terry Zink as Chief Executive Officer ------------------------------------------------------------ Cascade Bancorp and Bank of the Cascades, a wholly-owned subsidiary of Bancorp, named Terry E. Zink Chief Executive Officer effective Jan. 1, 2012, subject to regulatory approval. Zink most recently served as President and Chief Executive Officer of Fifth Third Bank Chicago, an affiliate of the Fifth Third Bancorp network. He was also responsible for the oversight of the other 18 affiliates within the Bank network and the strategic oversight of the Retail and Small Business Banking lines. Prior to joining Fifth Third Bank, Zink served nearly 17 years with Wells Fargo & Company in several senior management positions in California and Arizona. As President and Chief Executive Officer of Fifth Third Bank Chicago, Zink managed the Bank's strategic growth throughout Chicago and Northern Indiana. This role included overseeing operations of approximately 1,900 employees, 190 branches, and more than $12 billion in assets. His experience also includes oversight of commercial and retail banking, small business, mortgage and private banking. Throughout his career Zink has maintained a commitment to supporting the development of strong communities. In support of this commitment, he has been instrumental in implementing banking programs designed to make a positive impact on the people and neighborhoods they serve. Mr. Zink's acceptance of the Chief Executive Officer position concludes an extensive nationwide search to succeed Patricia L. Moss, the Company's current Chief Executive Officer. Moss announced in July 2011 her intent to retire in July 2012. After Zink assumes the responsibilities of Chief Executive Officer, Moss will continue to serve on the Company's Board of Directors, will remain active in the community and will assist Zink in providing a smooth transition period for customers, shareholders and employees until her retirement. Cascade Bancorp Chairman Gary Hoffman commented, "We are very pleased to have Terry Zink join our company in this leadership role. His experience, strengths and expertise will provide valued leadership as we continue to grow our company while responding to financial needs and opportunities in our markets." Hoffman continued, "We remain very appreciative of Patricia Moss's leadership as CEO for the past thirteen years and recognize her achievements and contribution on behalf of Bank of the Cascades. Additionally, we are pleased she will be available to work together with Mr. Zink until her retirement date to ensure a successful transition." Zink earned his Bachelor of Arts degree in business management from Saint Mary's College of California in Moraga, California. His long history of community commitment and involvement have most recently included Chairman of the Metro Chicago Heart Walk (American Heart Association), Board of Trustees for Adler Planetarium and Advocate Charitable Foundation, as well as the Board of Directors of Chicago Chamber of Commerce. About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." As of March 31, 2010, the bank's balance sheet showed $2.088 billion in assets. The Company reported a net loss of $13.65 million on $84.98 million of total interest and dividend income for the year ended Dec. 31, 2010, compared with a net loss of $114.83 million on $106.81 million of total interest and dividend income during the prior year. The Company's balance sheet at June 30, 2011, showed $1.56 billion in total assets, $1.35 billion in total liabilities, and $212.61 million of stockholders' equity. CATASYS INC: Inks $680,000 Securities Purchase Pact with D. Smith ----------------------------------------------------------------- Catasys, Inc., on Oct. 5, 2011, entered into a Securities Purchase Agreement with David E. Smith, for $680,000 and issued a senior secured convertible note and a warrant to purchase an aggregate of 2,615,385 shares of the Company's common stock, par value $0.0001 per share, at an exercise price of $0.32 per share. The exercise price and number of shares of Common Stock of the Warrant are subject to adjustment for financings and share issuances below the initial exercise price. The Agreement contains customary affirmative covenants for facilities of this type, including covenants pertaining to financial information, notices of default, maintenance of business and insurance, collateral matters, and compliance with laws, as well as customary negative covenants for facilities of this type, including restrictions on the disposition of assets. The Note matures on Jan. 5, 2012, and bears interest at an annual rate of 12% payable in cash at maturity, prepayment or conversion. The Note and any accrued interest are convertible at the holder's option into common stock or the next financing the Company enters into in an amount of at least $2,000,000. The conversion price for the Note is equal to the lower of (i) $0.26 per share of Common Stock, and (ii) the lowest price per share of Common Stock into which any security is convertible in any Qualified Financing. The Note is secured by a first priority security interest in all assets of the Company on a pari passu basis with the holder of the secured note issued by the Company on Aug. 17, 2011. Effective Oct. 5, 2011, the Company entered into a Consent Agreement with Socius Capital Group, LLC, an affiliate of Terren S. Peizer, chairman and chief executive officer of the Company, and David E. Smith. The Consent Agreement provided that the maturity date of the the Socius note be extended to Jan. 5, 2011, and provided that consent to the Socius Note and the Note be secured by a first priority security interest in all assets of the Company on a pari passu basis. About Hythiam, Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. The Company reported a net loss of $19.99 million on $448,000 of total revenues for the twelve months ended Dec. 31, 2010, compared with a net loss of $9.15 million on $1.53 million of total revenues during the prior year. The Company's balance sheet at June 30, 2011, showed $3.48 million in total assets, $4.13 million in total liabilities, and a $652,000 total stockholders' deficit. Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010. CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Claire's Stores, Inc., is a borrower traded in the secondary market at 83.82 cents- on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 1.40 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on May 29, 2014, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. * * * Claire's Stores, Inc., reported a net loss of $29.74 million on $704.99 million of net sales for the six months ended July 30, 2011, compared with a net loss of $20.64 million on $656.31 million of net sales for the same period a year ago. The Company's balance sheet at July 30, 2011, showed $2.83 billion in total assets, $2.87 billion in total liabilities, and a $40.81 million stockholders' deficit. * * * Claire's Stores carries 'Caa2' corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service, and 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. Moody's Investors Service in December 2010 upgraded Claire's Stores' ratings, including its Corporate Family Rating and Probability of Default Rating, to 'Caa2' from 'Caa3'. The upgrade reflects a decrease in Claire's probability of default given that the company can now fully cover its interest expense. This is due to earnings improvement from solid comparable store sales growth, improved merchandise margins, and continued expense discipline. CLEAR CHANNEL: Bob Pittman Named Chief Executive Officer -------------------------------------------------------- CC Media Holdings, Inc., announced that Bob Pittman will become its Chief Executive Officer. Mr. Pittman joined Clear Channel in November 2010 as an investor and the Company's Chairman of Media and Entertainment Platforms. MR. Pittman will join the Board of Directors of CC Media Holdings, Inc., and Clear Channel Communications, Inc.; in addition, he will join the Board of Directors of Clear Channel Outdoor Holdings, Inc., as its Executive Chairman. These appointments are effective immediately. "On behalf of the Board of Directors, I want to express how delighted I am that Bob has accepted this position," said Mark Mays, Chairman of Clear Channel Media Holdings. "He has been an invaluable contributor to Clear Channel Radio since last November, and he is the perfect person to take Clear Channel to the next level. I look forward to his leadership of our company." "Bob Pittman brings a long history as a brilliant innovator and brand builder - from his days as a very successful radio programmer, creator of MTV and CEO of MTV Networks to his work helping to drive the phenomenal growth of AOL and his successful investments in other digital, media and technology companies. He has already generated a renewed sense of confidence and direction not only at Clear Channel, but across the entire radio and media landscape," said Scott Sperling, Co-President of THL Partners. "I'm thrilled we were able recruit Bob into the CEO role at Clear Channel. He is the perfect fit to lead this incredibly powerful media platform. He embraces creativity, and has given employees the motivation and freedom to innovate, take risks and succeed," said John Connaughton, Managing Director of Bain Capital. "He thinks big, is not afraid of change and is intensely focused on driving new businesses, expanding our creative talent and maximizing the full value of Clear Channel's extraordinary assets, ideas and people." Mr. Pittman's appointment comes on the heels of several industry- leading achievements by Clear Channel Radio this past year. In March, the company acquired digital music company Thumbplay for its state-of-the-art technologies as well as its technology and product teams. Last week, Clear Channel hosted the iHeartRadio Music Festival, the largest live concert event in radio history, which marked the official launch of the New iHeartRadio, which combines more than 850 of the nation's most popular live broadcast and digital-only radio stations from 150 cities with user-created Custom Stations. iHeartRadio was one of the few highlighted new products at Facebook's f8 conference on September 22nd, where it was recognized for its technology and cutting-edge social integration. Additionally, Clear Channel has demonstrated its unique national promotional capabilities through significant relationships with record labels and social media leaders, and forging relationships with partners like Microsoft, Facebook, Zynga, Toyota and HP that reach further and deeper than advertising. "Over the past year, I've had the unique opportunity to look at the Clear Channel people and assets up close and have found myself increasingly drawn to the company, to the point where the chance to get even more deeply involved has just become irresistible," said Pittman. "I know first-hand that we have great people and the assets that allow them to do great things. We are so much more than just transmitters and broadcast towers - we leverage our local brands, personalities, strategic relationships and programming expertise to create unique experiences that forge real connections with consumers across our multiple platforms." Mr. Pittman continued, "I look forward to continuing to work closely with John Hogan and the Clear Channel Radio team to grow our company as we strengthen relationships with our consumers, advertisers, artists, labels and partners, nationally and locally - and I'm excited by the opportunity to work with Ron Cooper and William Eccleshare to help them make the most of our outdoor advertising potential by tapping into Clear Channel's assets as a whole. I believe we have the technologies, the physical infrastructure, the content and, most importantly, the people to market to consumers better than any other media company in the world." A full-text copy of the Form 8-K announcing the appointment is available for free at http://is.gd/0Nyizr About CC Media and Clear Channel San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on- demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. CC Media has three reportable business segments: Radio Broadcasting; Americas Outdoor Advertising; and International Outdoor Advertising. Approximately half of CC Media's revenue is generated from its Radio Broadcasting segment. The Company reported a net loss of $462.8 million on $5.866 billion of revenue for the fiscal year ended Dec. 31, 2010, compared with a net loss of $4.049 billion on $5.552 billion of revenue for the fiscal year ended Dec. 31, 2009. The Company's balance sheet at June 30, 2011, showed $16.88 billion in total assets, $24.15 billion in total liabilities, and a shareholders' deficit of $7.27 billion. * * * CC Media Holdings carries 'CCC+' issuer credit ratings from Standard & Poor's. Clear Channel Carries a 'Caa2' corporate family rating from Moody's Investors Service and an issuer default rating of 'CCC' from Fitch Ratings. Fitch said in November 2010, that its ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable interest burden that pressures free cash flow generation; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. In February 2011, Standard & Poor's affirmed it 'CCC+' corporate credit rating and positive outlook on CC Media Holdings and operating subsidiary Clear Channel, which S&P views on a consolidated basis. S&P said the 'CCC+' corporate credit rating on CC Media Holdings Inc. reflects the risks surrounding the longer-term viability of the company's capital structure--in particular, refinancing risk relating to sizable secured debt maturities in 2014 ($3.2 billion pro forma for the transaction) and 2016 ($10.4 billion). In S&P's view, the company has a satisfactory business risk profile, due to its position as the largest radio and global outdoor advertising operator, its good geographic and market diversity, and moderate long-term growth prospects at the outdoor business. S&P views the financial risk profile as highly leveraged, given the company's significant refinancing risk, roughly break-even EBITDA coverage of interest expense, and slim discretionary cash flow. COLINA MORROW: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Colina Morrow Properties, LLC c/o Tri Group Properties, Inc. Manager, Colina Morrow Properties, LLC 2001 Salvio Street, Suite 8 Concord, CA 94520 Bankruptcy Case No.: 11-70700 Chapter 11 Petition Date: October 7, 2011 Court: U.S. Bankruptcy Court Northern District of California (Oakland) Judge: Roger L. Efremsky Debtor's Counsel: Karl-Fredric J. Seligman, Esq. LAW OFFICES OF KARL-FREDRIC SELIGMAN 610 Georgia Street Vallejo, CA 94590 Tel: (888)558-0519 Ext 705 Fax: (415) 236-6106 E-mail: kfjs@trustthelaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/canb11-70700.pdf The petition was signed by Robert Burton, president of Tri Griup Properties, Inc., manager. COMSTOCK MINING: Granted Exploration Drilling Permit ---------------------------------------------------- Comstock Mining Inc. received a unanimous approval from the Storey County Board of Commissioners passing Special Use Permit 2011-016 that grants the Company authorization to further develop its exploration drilling in the southern portion of the county. Under a previous mining permit in the county, the Company is already permitted for its Lucerne starter-mine operation. This approval affirms the unanimous recommendation from the Storey County Planning Commission on Aug. 16, 2011. "We appreciate Storey County's strong support. This permit enables expanded drilling, primarily in the broader Lucerne Resource Area, currently our largest target area," said Corrado De Gasperis, President and CEO of Comstock Mining Inc. "Our team worked hard with all constituents in an effort to make this happen with a strong emphasis on environmental protection." Conditions in the SUP define operational protocols designed to accommodate the unique nature of the Comstock Historic District. The Company invested significant effort in cooperation with the Storey County Planning Department, the Planning Commission and the greater community to define a number of critical stipulations that prioritize public safety, value community resources and provide additional environmental protections to our uniquely historic mining district. Storey County is the only county in Nevada that, under certain circumstances, requires a Special Use Permit for mineral exploration drilling. A separate drilling Plan of Operation permit request has been submitted to the Nevada Department of Environmental Protection for expanded exploration drilling of the Company's mining properties in Lyon County. Receipt of that permit is expected next month. Together, these two permits authorize the next phases of drilling in the Lucerne, Dayton and Spring Valley Resource Areas. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. The Company reported a net loss of $60.32 million for the year ended Dec. 31, 2010, compared with a net loss of $6.06 million during the prior year. The Company had no revenues from operations for the years ended Dec. 31, 2010 and 2009. The Company's balance sheet at June 30, 2011, showed $29.85 million in total assets, $11.33 million in total liabilities, and $18.51 million in total stockholders' equity. CRYSTALLEX INT'L: Common Stock Delisted from NYSE Amex ------------------------------------------------------ The NYSE Amex notified the U.S. Securities and Exchange Commission regarding the removal from listing or registration of Crystallex International Corp.'s common stock under Section 12(b) of the Securities Exchange Act. About Crystallex International Based in Toronto, Canada, Crystallex International Corporation (TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a Canadian-based company, which has been granted the Mine Operating Contract to develop and operate the Las Cristinas gold properties located in Bolivar State, Venezuela. The Company's balance sheet at June 30, 2011, showed US$33.56 million in total assets, US$120.24 million in total liabilities, and a $86.68 million total shareholders' deficiency. As at June 30, 2011, the Company had negative working capital of $86.4 million, including cash and cash equivalents of $18.4 million. Management estimates that its existing cash and cash equivalents will be sufficient to meet its on-going requirements in 2011; however, without receipt of additional sources of financing, will not be sufficient to pay the principal amount of the $100 million notes payable due on Dec. 23, 2011. The unilateral cancellation of the Mine Operating Contract by the Corporacion Venezolana de Guayana and the subsequent arbitration claim may impact on the Company's ability to raise financing. The Company said these material uncertainties raise substantial doubt as to its ability to meet its obligations as they come due and, accordingly, as to the appropriateness of the use of accounting principles applicable to a going concern. CRYSTALLEX INT'L: Updates Shareholders on ICSID Case Status ----------------------------------------------------------- Crystallex International Corporation updated shareholders on several activities including the status of its ICSID case, the decision by the Ontario Court regarding the June 2011 Noteholder Action, the ongoing Debt Refinancing Initiative and a TSX Review and Letter to the Company. ICSID Case On Oct. 5, 2011, Crystallex was advised by the International Centre for Settlement of Investment Disputes that the Arbitral Tribunal for its claim against the Bolivarian Republic of Venezuela has been constituted and the formal proceedings have commenced. Mr. Laurent Levy, a Swiss and Brazilian national, has been appointed the President of the Tribunal. Mr. Levy frequently serves as presiding arbitrator in investment arbitrations brought on the basis of bilateral or multilateral treaties conducted under the ICSID Convention, UNCITRAL Arbitration Rules, or less frequently also under the Arbitration Institute of the Stockholm Chamber of Commerce, ICC and LCIA arbitration rules. The two other members of the Tribunal are Professor John Gotanda, a US national and the Dean of the Villanova University School of Law and Judge Florentino P. Feliciano, a national of the Philippines and a former Member and Chairman of the Appellate Body of the World Trade Organization. Crystallex's arbitration claim seeks the restitution by Venezuela of its investments including the Mine Operating Contract, and the issuance of the Permit, and compensation for interim losses suffered, or, alternatively full compensation for the value of its investment in an amount in excess of US$3.8 billion. June 2011 Noteholder Action Justice Newbould dismissed the Noteholders' claim for a declaration that a Project Change of Control had occurred, which would have entitled the Noteholders to redemption of their notes at 102% of face value. Justice Newbould also awarded Crystallex its costs of the proceeding. The Noteholders have 30 days to consider whether they wish to appeal Justice Newbould's decision to the Ontario Court of Appeal. Although the question of an appeal is never entirely free from doubt, Crystallex is of the opinion that if an appeal were launched, Justice Newbould's decision should be upheld. Refinancing Initiative Earlier this year the Company stated that it was launching a debt refinancing initiative in order to secure the necessary capital required to retire the existing US$100 million notes due Dec. 23, 2011. The Company has been diligently advancing this initiative with Advisors and Counsel and expects to have more detailed information to report in the coming weeks. TSX Review and Letter On Oct. 5, 2011, Crystallex received a letter from the Compliance & Disclosure Department of Toronto Stock Exchange requesting that the Company provide information to the TSX regarding its current operating activities as part of a fact gathering process related to meeting the TSX's continuous listing requirements. The letter stated that if the TSX determines that the Company has discontinued a substantial portion of its business, the Company will be required to meet the original listing requirements of the TSX. The TSX may provide the Company with up to 120 days from the date of the letter, to meet the OLRs. If the Company fails to provide an acceptable plan to the TSX of how it intends to meet the OLRs in the short term, the TSX will initiate a delisting review. The Company and Board of Directors are reviewing the Letter from the TSX and expect to respond to the request for information in a timely manner. About Crystallex International Based in Toronto, Canada, Crystallex International Corporation (TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a Canadian-based company, which has been granted the Mine Operating Contract to develop and operate the Las Cristinas gold properties located in Bolivar State, Venezuela. The Company's balance sheet at June 30, 2011, showed US$33.56 million in total assets, US$120.24 million in total liabilities, and a $86.68 million total shareholders' deficiency. As at June 30, 2011, the Company had negative working capital of $86.4 million, including cash and cash equivalents of $18.4 million. Management estimates that its existing cash and cash equivalents will be sufficient to meet its on-going requirements in 2011; however, without receipt of additional sources of financing, will not be sufficient to pay the principal amount of the $100 million notes payable due on Dec. 23, 2011. The unilateral cancellation of the Mine Operating Contract by the Corporacion Venezolana de Guayana and the subsequent arbitration claim may impact on the Company's ability to raise financing. The Company said these material uncertainties raise substantial doubt as to its ability to meet its obligations as they come due and, accordingly, as to the appropriateness of the use of accounting principles applicable to a going concern. CYBEX INTERNATIONAL: Requests Hearing Before Nasdaq Panel --------------------------------------------------------- Cybex International, Inc., on Oct. 4, 2011, received a determination letter from the Nasdaq Stock Market indicating that the Company has not timely regained compliance with the minimum stockholders' equity requirement of $10 million for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(1)(A), during the 180 day period provided by Nasdaq to the Company in April 2011. The Determination Letter further indicated that, based upon the Company's non-compliance with the minimum stockholders' equity requirement, the Company's common stock is subject to delisting on Oct. 13, 2011, unless the Company requests a hearing before a Nasdaq Hearings Panel. The Company has timely requested a hearing before the Panel, which such request has stayed the delisting action pending the issuance of a final decision by the Panel. The hearing is scheduled for Nov. 10, 2011. At the Panel hearing, the Company will present a plan to regain compliance with the Listing Rule. The Panel has the discretion to grant Cybex a period of up to 180 calendar days from the date of the Determination Letter, or April 1, 2012, to regain compliance with the Listing Rule. There can be no assurance that the Panel will grant the Company's request for continued listing on the Nasdaq Global Market. The Company's failure to comply with the Listing Rule is caused solely by an accounting charge relating to the previously reported judgment in the product liability litigation, Barnhard v. Cybex International, Inc. The Company believes the Barnhard verdict was wrongly decided and is currently pursuing an appeal of the judgment which, if successful, will result in the Company regaining full compliance with the Listing Rule. As previously reported, Cybex on June 16, 2011, received a letter from NASDAQ notifying Cybex that it does not comply with the minimum bid price requirement of $1 per share for continued listing on the NASDAQ Global Market and affording Cybex 180 calendar days, or until Dec. 13, 2011, to regain compliance with the minimum bid price continued listing requirement. About Cybex International Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI) -- http://www.cybexintl.com/--is a manufacturer of exercise equipment and develops, manufactures and markets strength and cardiovascular fitness equipment products for the commercial and, to a lesser extent, consumer markets. The Company reported a net loss of $58.2 million on $123.0 million of sales for 2010, compared with a net loss of $2.4 million on $120.5 million of sales for 2009. The Company's balance sheet at June 25, 2011, showed $83.93 million in total assets, $99.00 million in total liabilities and a $15.07 million total stockholders' deficit. KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about Cybex International's ability to continue as a going concern. The independent auditors noted that a December 2010 jury verdict in a product liability suit apportions a significant amount of liability to the Company. "The Company does not have the resources to satisfy a judgment in this matter that has not been substantially reduced from the jury verdict, which raises substantial doubt about the Company's ability to continue as a going concern." DAIRY PRODUCTION: Competing Plan Outlines Hearing Set for Nov. 3 ---------------------------------------------------------------- The Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle District of Georgia will consider on Nov. 3, 2011, at 10:00 a.m., adequacy of the Disclosure Statements explaining two competing Plans of Reorganization for Dairy Production Systems Georgia, LLC, et al. Objections, if any, are due Oct. 27 for the the Plan proposed by Agricultural Funding; and Oct. 28 for the Plan proposed by the Committee. The Plans were proposed by (i) Agricultural Funding Solutions, LLC, on Sept. 8; and (ii) the Official Committee of Unsecured Creditors on Sept. 20. In a memorandum dated Aug. 31, 2011, the Hon. Carolyn V. James terminated the deadline for filing Chapter 11 Plan and Disclosure Statement because as of Aug. 29, the Debtor has not filed these documents. The Plan Proponents will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The Agricultural Funding's Plan The Agricultural Funding Plan provides for, among other things, (a) the transfer of substantially all of the assets of each of the Debtors to various acquiring entities, which will be 100% owned by AFS or its designee(s); (b) a settlement with AFS of the AFS Causes of Action in exchange for funding of the Plan; and (c) establishment and implementation of a Liquidation Trust for the purposes of (i) evaluating, prosecuting and resolving all Disputed Claims against the Debtors' Estates; (ii) prosecution of the Avoidance Actions, to the extent not settled or resolved prior to the Effective Date of the Plan; (iii) holding and liquidating any Estate Assets not transferred to DairyCo; and (iv) the making of distributions under the Plan. The DairyCo Liquidation Trust Contribution is a $250,000 cash contribution made by DairyCo to the Liquidation Trust. The DairyCo Liquidation Trust Contribution will be used to pay any Allowed Convenience Class Claims and expenses of the Liquidation Trust, and, after payment of Allowed Convenience Class Claims and expenses, all other Holders of Allowed Unsecured Claims against all Debtors, other than Holders of the AFS Deficiency Claim and Allowed Claims of Sumrall, will be entitled to their Pro Rata Share of the balance of the DairyCo Liquidation Trust Contribution. If the Liquidation Trustee makes a Distribution from assets of the Liquidation Trust to Holders of Class 4 Claims other than from the DairyCo Liquidation Trust Contribution, then all Holders of Allowed Class 4 Claims, including Holders of the AFS Deficiency Claim and the Allowed Claims of Sumrall, will be entitled to their Pro Rata Share of the distribution. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/DAIRYPRODUCTION_DSbyAgriculturalFunding.pdf Agricultural Funding is represented by: David B. Kurzweil, Esq. John J. Dyer, Esq. GREENBERG TRAURIG, LLP 3290 Northside Parkway, Suite 400 Atlanta, GA 30327 Tel: (678) 553-2100 Fax: (678) 553-2400 E-mail: kurzweild@gtlaw.com dyerj@gtlaw.com The Committee's Plan Through the Committee Plan, the Dairies will continue operations, and payments to Allowed Claims in the case will be made out of the operating revenues of the Reorganized Debtors pursuant to the terms of the Committee Plan. The Committee Plan provides that the Trustee will liquidate HH following confirmation and use the proceeds to purchase producing cows on the market, with the replacements to remain subject to any lien of AFS. The Committee Plan provides that the trustee will manage the Dairies' assets during the Participation Period. The Committee Plan contemplates substantive consolidation of the Debtors for all purposes. The trustee will cause the incorporation of a new corporate entity which will be organized under the laws of the State of Georgia as a Statutory Close Corporation, unless AFS has exercised the Stock Option, in which event the choice of venue for the incorporation will pass to the holders of the shares. The New Stock will be distributed on the Effective Date as provided in the Plan. Pursuant to the Plan, the trustee may establish out of the operating revenues of the Reorganized Debtors an Administrative Expense Reserve and a Committee Plan Expense Reserve for the purpose of funding and implementing the Administrative Expenses which will be paid on the Effective Date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/DAIRYPRODUCTION_DSbyCommittee.pdf The Committee is represented by: Ward Stone, Jr., Esq. Jerome L. Kaplan, Esq. David L. Bury, Jr., Esq. Matthew S. Cathey, Esq. STONE & BAXTER, LLP Suite 800, 577 Mulberry Street Macon, GA 31201 E-mail: wstone@stoneandbaxter.com jkaplan@stoneandbaxter.com dbury@stoneandbaxter.com mcathey@stoneandbaxter.com About Dairy Production Baconton, Georgia-based Dairy Production Systems - Georgia LLC, dba Dairy Production Systems, was formed in November of 2008 and owns the operating assets acquired from Aurora Dairy - Georgia, LLC, exclusive of the real property owned by Aurora-Georgia. DPS Georgia owns approximately 3,490 head of cattle, along with equipment and dairy improvements located on a 1,065-acre farm leased from Aurora-Georgia. DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No. 10-11752) on Oct. 7, 2010. Neil C. Gordon, Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's bankruptcy counsel. Morgan Joseph TriArtisan LLC serves as their financial advisor and investment banker. DPS Georgia disclosed assets of $6,178,324 and debts of $19,182,907 as of the Petition Date. Affiliates Dairy Production Systems - Mississippi, LLC (Bankr. M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr. M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga. Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga. Case No. 10-11756), filed separate Chapter 11 petitions. Dairy Production Systems, LLC, estimated its assets and debts at $10 million to $50 million at the Petition Date. The cases are jointly administered, with Dairy Production Systems - Georgia as lead case. Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP, in Macon, Ga., serve as the official committee of unsecured creditors' bankruptcy counsel. DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Dex Media East LLC is a borrower traded in the secondary market at 52.00 cents-on- the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 7.00 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 24, 2014. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Dex Media East Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc., and Local Launch, Inc., are the company's only direct wholly owned subsidiaries. Dex Media East LLC is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media, Inc., filed for Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09- 11852) on May 28, 2009, after missing a $55 million interest payment on its senior unsecured notes. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. The Official Committee of Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its financial advisor and forensic accountant, and The Blackstone Group, LP, as its financial and restructuring advisor. The Debtors emerged from Chapter 11 bankruptcy proceedings at the end of January 2010. DOT VN: Incurs $899,000 Net Loss in July 31 Quarter --------------------------------------------------- DOT VN, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $899,424 on $239,512 of revenue for the three months ended July 31, 2011, compared with a net loss of $1.96 million on $333,508 of revenue for the same period during the prior year. The Company's balance sheet at July 31, 2011, showed $2.55 million in total assets, $9.05 million in total liabilities, and a $6.50 million shareholders' deficit. The Company reported a net loss of $5 million on $1.01 million of revenue for the year ended April 30, 2011, compared with a net loss of $7.32 million on $1.12 million of revenue during the prior year. PLS CPA, in San Diego, Calif., noted that the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://is.gd/fNDjKf 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. DUNE ENERGY: Strikes Bondholder Deal on Debt-For-Equity Swap ------------------------------------------------------------ Dune Energy, Inc., entered into a restructuring plan support agreement with noteholders who together hold approximately 90% of the aggregate principal amount of Dune's outstanding 10-1/2% Senior Secured Notes due 2012 as well as a similar restructuring plan support agreement with a holder of approximately 64% of Dune's issued and outstanding 10% Senior Redeemable Convertible Preferred Stock. Pursuant to the support agreement, which sets forth the terms of Dune's capital restructuring plan, Dune intends to seek to eliminate all of the notes and the related cash interest expense, through consummation of an exchange offer to acquire all the notes in exchange for a combination of Dune equity securities, and either cash or new debt securities in an aggregate amount of $50 million. If fully subscribed, the exchange offer would result in the ownership of 97.25% of Dune's common stock on a post-restructuring basis by the noteholders. The support agreements also contemplate conversion of all of the outstanding preferred stock into $4.0 million in cash and 1.5% of Dune's common stock on a post-restructuring basis. In addition, the contemplated restructuring would result in Dune's current common stockholders holding 1.25% of Dune's common stock on a post- restructuring basis. Dune plans to launch this out-of-court exchange offer as soon as practical, but no later than Nov. 1, 2011. As an alternative to the out-of-court exchange offer, Dune has also agreed in the support agreements to solicit consents from its noteholders to approve a prepackaged plan of reorganization in a bankruptcy proceeding. In the event certain conditions to the exchange offer are not satisfied, Dune intends to pursue the prepackaged plan. If confirmed, the prepackaged plan would have principally the same effect as if 100% of the noteholders had tendered their notes in the exchange offer. If all conditions to consummating the exchange offer are satisfied, Dune will cease seeking support for the prepackaged plan. Dune does not anticipate any business interruption in its operations during the restructuring process, regardless of whether the restructuring is completed out of court or in court. Under the proposed plan, Dune will continue its operations in the normal course. All vendors and suppliers will continue to be paid in full under normal terms in the ordinary course of business. The proposed plan contemplates a refinancing of Dune's senior secured term loan, and provides that all of Dune's creditor classes, including general unsecured creditors, will be "unimpaired". Implementation of the transactions contemplated by the support agreements are dependent on a number of factors and approvals. Pursuant to their support agreement, the supporting noteholders have agreed to, among other things, (1) support and use commercially reasonable efforts to complete the capital restructuring plan, including by tendering their notes into the exchange offer and voting in favor of the prepackaged plan; and (2) not exercise remedies or direct the trustee to exercise remedies under the indenture governing the notes for any default or event of default that has occurred or may occur thereunder. However, the support agreement may be terminated upon the occurrence or failure to occur of certain events generally related to progress towards consummation of the restructuring. In the event the capital restructuring plan is implemented pursuant to the prepackaged plan, that restructuring plan is dependent upon a number of factors, including: the filing of the prepackaged plan, the approval of a disclosure statement, and the confirmation and consummation of the prepackaged plan in accordance with the provisions of the Bankruptcy Code. James A. Watt, Dune's President and Chief Executive Officer, stated, "We have been negotiating with our noteholders and preferred stockholders since 2008 to allow for restructuring of our balance sheet in a manner that would provide us the ability to access the upside of our asset base. This agreement will allow us that option post the restructuring." About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company reported a net loss of $75.53 million on $64.18 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $59.13 million on $52.24 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $274.23 million in total assets, $369.71 million in total liabilities, $151.29 million in redeemable convertible preferred stock, and a $246.78 million total stockholders' deficit. * * * Dune Energy carries a 'CCC-' corporate credit rating, with negative outlook, from Standard & Poor's, and 'Ca' corporate family and probability of default ratings, with negative outlook, from Moody's Investors Service. S&P said in April 2010, "[T]he company's heavy debt burden makes the prospects of a distressed exchange or bankruptcy a distinct possibility." ELEPHANT TALK: Registers 18 Million Shares Under Incentive Plan --------------------------------------------------------------- Elephant Talk Communications, Corp., filed with the U.S. Securities and Exchange Commission a Form S-8 statement registering 18 million shares of common stock issuable under the Company's Amended and Restated 2008 Long-Term Incentive Compensation Plan. A full-text copy of the filing is available for free at http://is.gd/GEbcxj About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. The Company reported a net loss of $92.48 million on $37.17 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.30 million on $43.65 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $51.24 million in total assets, $14.14 million in total liabilities, and $37.09 million in total stockholders' equity. As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2010, the Company incurred a net loss of $92.5 million, used cash in operations of $14.1 million and had an accumulated deficit of $154.8 million. EMDEON INC: Moody's Rates Proposed Unsecured Notes at 'Caa1' ------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to Emdeon Inc.'s proposed $375 million unsecured notes. Concurrently, Moody's affirmed all of the company's existing ratings including its B2 corporate family rating. The proceeds from the unsecured notes, a $1,200 million term loan (affirmed at Ba3), $375 million of other unsecured debt (not rated by Moody's) and an approximate $1,200 million equity contribution by financial sponsors will be used to fund the acquisition of the company by Blackstone Capital Partners VI ("Blackstone") for approximately $3,300 million. The ratings outlook is stable. These ratings were assigned: Emdeon Inc.: $375 million unsecured notes, due 2019, assigned Caa1 (LGD5, 83%). The following ratings were affirmed: : Emdeon Inc.: Corporate Family Rating, affirmed at B2; Probability of Default Rating, affirmed at B2; $1,200 million senior secured term loan, affirmed at Ba3 (LGD2, 29%) and (P) indicator removed; $125 million senior secured revolving credit facility, affirmed at Ba3 (LGD2, 29%) and (P) indicator removed. Upon the close of the transaction, Moody's will withdraw the ratings of Emdeon Business Services, a subsidiary of Emdeon Inc., as the proposed debt securities are expected to reside at the parent level. RATINGS RATIONALE The B2 corporate family rating reflects the company's high pro forma debt leverage of 6.5 times that will result from an increase in debt levels by almost $1 billion to close to $2 billion following the buyout by Blackstone. The rating also reflects the extremely competitive landscape of the healthcare technology industry that may result in pricing pressure that could negatively impact the company's margins. Also, according to Moody's Analyst Tiina Siilaberg, "the company's high debt and interest burden will limit the extent to which it can grow through acquisitions, which could result in slower revenue and EBITDA growth when compared to the historical trend." The B2 corporate family rating is supported by Emdeon's stable and recurring revenue base and by its position as one of the leading providers of revenue and payment cycle management services, with revenues of approximately $1.1 billion. The rating also considers attractive growth prospects for the healthcare transaction processing industry over the next several years. The number of transactions the company processes is expected to benefit from higher service utilization as more individuals enter the U.S. healthcare system as a result of health care reform. Increased focus by the healthcare industry on capturing operational efficiencies will also offer growth opportunities as companies are anticipated to increase their utilization of information technology for revenue and payment cycle management and reduce paper based transactions. Emdeon's ability to cross-sell services is also expected to increase revenue growth and expand margins. These factors should support the company's ability to continue to generate positive free cash flow. The company is expected to have a good liquidity profile over the next twelve months. Moody's anticipates the company to generate around $80-$120 million of annual free cash flow over the next two years. The company is also expected to have access to a proposed $125 million revolving credit facility that will be governed by net leverage covenant and interest coverage covenant that are expected to be set with good headroom. The term loan is expected to be governed by the same covenants. The stable outlook reflects Emdeon's good liquidity position and recurring revenue base as well as management's intention to reduce leverage through debt repayment to below 6.5 times. The rating could be downgraded or the outlook changed to negative if the company's adjusted debt leverage is sustained at or above 6.5 times and/or if the company's liquidity profile deteriorates. In addition, the ratings could be negatively impacted if the company pursues debt funded acquisitions that do not result in an improvement in pro forma credit metrics or engages in shareholder friendly initiatives. Further, the rating could be downgraded and/or outlook changed to negative if the company faces substantial pricing pressures and/or if it begins to experience declines in its customer base. While not likely over the near term, the ratings could be upgraded or the outlook changed to positive if the company meaningfully reduces debt leverage resulting in a sustainable improvement of key credit metrics including adjusted debt-to-EBITDA below 4.5 times and free cash flow-to-debt above 7 percent. The principal methodology used in rating Emdeon was Moody's rating methodology for Global Business and Consumer Service Industry, published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Emdeon Inc. provides healthcare transaction processing services to health benefits payers, healthcare providers (hospitals, physicians, physician practices), and pharmacies. The company generated approximately $1.1 billion of revenues for the trailing twelve months ended June 30, 2011. EMISPHERE TECHNOLOGIES: Amends 7.3-Mil. Common Shares Offering -------------------------------------------------------------- Emisphere Technologies, Inc., filed with the U.S. Securities and Exchange Commission amendment no.1 to Form S-1 registration statement relating to the offer for sale by Bai Ye Feng, EOS Holdings LLC, Anson Investments Master Fund LP, et al., of the Company's common stock $0.01 par value per share, of 7,310,744 shares of the Company's common stock including 3,010,306 shares of the Company's common stock issuable upon exercise of the warrants held by the selling security holders. All of the shares of common stock offered by the prospectus are being sold by the selling security holders. It is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. The Company will not receive any proceeds from the sales of shares of common stock by the selling security holders. The Company has agreed to pay all fees and expenses it incurred incident to the registration of the Company's common stock, including SEC filing fees. Each selling security holder will be responsible for all costs and expenses in connection with the sale of their shares of common stock, including brokerage commissions or dealer discounts. The Company's common stock is currently traded on the Over-The- Counter Bulletin Board, commonly known as the OTC Bulletin Board, under the symbol "EMIS." As of Sept. 30, 2011, the closing sale price of the Company's common stock was $1.95 per share. A full-text copy of the amended prospectus is available at no charge at http://is.gd/2lOPxy About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. Since its inception in 1986, Emisphere has generated significant losses from operations. Emisphere anticipates it will continue to generate significant losses from operations for the foreseeable future, and that its business will require substantial additional investment that it has not yet secured. The Company reported a net loss of $56.91 million on $100,000 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $16.82 million on $92,000 of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $3.23 million in total assets, $72.19 million in total liabilities and a $68.95 million total stockholders' deficit. As reported by the TCR on April 5, 2011, PricewaterhouseCoopers LLP, in New York, noted that the Company has experienced recurring operating losses, has limited capital resources and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. ENCORIUM GROUP: Sees $1.5-$1.9-Mil. Net Loss for Half Year 2011 --------------------------------------------------------------- Encorium Group, Inc., announced its financial results for 2010, preliminary financial results for the first six months of 2011 and its amount of new business awards for the first six months of 2011. According to the regulatory filing, the year 2010 was challenging for the Company. The difficulties in the financial markets were reflected in the ability of the biotechnological drug development companies to finance their clinical development. Also, the policy of the large pharmaceutical companies to increasingly use large CRO companies as preferred providers had a detrimental effect on the Company's business. The net revenue for 2010 decreased $5.0 million to $12.9 million as compared to $17.9 million for 2009, a 28% decrease. The decline in net revenue for 2010 was due primarily to a decrease in the number of contracts and related contract values of active clinical studies being conducted by the Company along with an $881 thousand unfavorable foreign currency fluctuation. The net loss from continuing operations for the year ended Dec. 31, 2010, increased to $9.1 million, or $(2.40) per diluted share, as compared to $3.1 million, or $(1.16) per diluted share for the year ended Dec. 31, 2009, primarily due to a decreased number of contracts and related contract values. Impairment losses for the year ended Dec. 31, 2010, totaled $3.6 million compared to $0 for the year ended Dec. 31, 2009. The Company believes that financial results for the first six months of 2011 will show a significant improvement in the Company's financial performance. Although the Company expects that net revenues for the first six months of 2011 will decrease 5% to $6.4 million compared to net revenues of $6.8 million for the first six months of 2010, the net loss is estimated to range from $1.5 ? $1.9 million, compared to the net loss of $2.7 million for the first six months of 2010. The Company believes that the expected reduction in the net loss is mainly due to our cost savings and downsizing initiatives, which resulted in the reduction of total operating expenses from $9.5 million to about $7.7 million during the six months ended June. These results are unaudited and preliminary. The Company has not yet completed the preparation of its financial statements for the fiscal quarters ended March 31, 2011, and June 30, 2011. There can be no assurance that the foregoing results for the first six months of 2011 will not be subject to further adjustments upon the completion of such financial statements. The Company was awarded new business contracts worth $13.1 million during the first six months of 2011. The contracts represented a wide array of different therapeutic fields, but CNS, diabetes and oncology studies constituted, volume-wise, the most important indications. The signed contract based back log was $16 million at June 30, 2011. The average revenue recognition roll-out period of these contracts is expected to be about 18 months. Dr. Kai Lindevall, CEO of the Company, stated, "Year 2010 was the most challenging year in the history of the Company. However, starting from the first quarter 2011, the Company experienced a significant flow of new business awards. The amount of new business wins in the second quarter continued to be good. Furthermore, the business awards for Latin America have continued to grow. We see a substantial traction towards our business in the emerging markets, especially Latin America. This means that our acquisition of Progenitor International Research is starting to provide return on investment. The losses during the past two years have created substantial strains on the liquidity of the Company. Consequently, the Board of Directors has decided to seek suitable financial and strategic partners to help the Company improve its liquidity and to be able to use its full potential in the market place. However, the Company does not intend to disclose any developments regarding its exploration of strategic alternatives, unless and until its Board of Directors has approved a specific transaction. There can be no assurance that a transaction will result from this process." About Encorium Group Encorium Group, Inc., is a clinical research organization that engages in the design and management of complex clinical trials for the pharmaceutical, biotechnology and medical device industries. The Company was initially incorporated in August 1998 in Nevada. In June 2002, the Company changed its state of incorporation to Delaware. In November 2006, it expanded its international operations with the acquisition of its wholly-owned subsidiary, Encorium Oy, a clinical research organization founded in 1996 in Finland, which offers clinical trial services to the pharmaceutical and medical device industries. Since 2006 the Company has conducted substantially all of its European operations through Encorium Oy and its wholly-owned subsidiaries located in Denmark, Estonia, Sweden, Lithuania, Romania, Germany and Poland. On July 16, 2009 the Company sold substantially all of the assets relating to the Company's US line of business to Pierrel Research USA, Inc., the result of which the Company no longer has any employees or significant operations in the United States. Due to this sale, for the three and nine months ended Sept. 30, 2010 and 2009, the results of the U.S. business have been presented as discontinued operations in the consolidated condensed financial statements. The Company reported a net loss of $9.08 million on $15.37 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $3.87 million on $21.16 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $7.97 million in total assets, $11.73 million in total liabilities and a $3.76 million total stockholders' deficit. Asher & Company, LTD, in Philadelphia, Pennsylvania, noted that the Company's recurring losses from operations, current available cash, and anticipated level of capital requirements necessary to fund its current operations raise substantial doubt about its ability to continue as a going concern. ESTERLINE: Moody's Affirms 'Ba1' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service has assigned Esterline a speculative grade liquidity rating of SGL-2 reflecting a good liquidity profile. Concurrently, all of Esterline's ratings, including the Ba2 corporate family rating, were also affirmed. The positive rating outlook remains unchanged. Ratings affirmed (with updated Loss Given Default assessments): Corporate family rating at Ba2 Probability of default rating at Ba2 $250 million senior unsecured notes due 2020 at Ba3 (LGD-5, 77% (from LGD-4, 69%)) $175 million senior unsecured notes due 2017 at Ba3 (LGD -5, 77% (from LGD-4, 69%)) Rating assigned: SGL-2 Speculative Grade Liquidity RATINGS RATIONALE Esterline's good liquidity profile, denoted by the SGL-2 liquidity rating, is characterized by anticipated continued healthy free cash flow generation, roughly $200 million of cash on the balance sheet and ample covenant headroom anticipated over the next four quarters. The rating also incorporates limited availability under the $460 million revolver put in place in March of this year with $395 million outstanding at July 29, 2011 and minimal letters of credit usage, reducing effective availability to approximately $65 million. Moody's notes that the drawings are not related to working capital reasons. Roughly $285 - $290 million were used to finance the Souriau acquisition with the remainder related to the US term loan paid down earlier this year. Greater revolver availability stemming from the use of free cash flow to pay-down a large portion of the drawn amount of the revolver could further improve the company's liquidity profile. The company's ability to sell certain unpledged assets as a source of liquidity also support the rating. In affirming the debt ratings, Moody's noted that while the recent acquisition of the Souriau Group resulted in a meaningful increase in financial leverage, it is reflective of the current Ba2 corporate family rating. On a Moody's adjusted basis, proforma debt/EBITDA is roughly 3.2 times and EBIT/interest is 5.3 times. Some of the risk factors considered in affirming the ratings also included the fiscal budget pressures on defense spending both in the U.S. and Europe, overall global macroeconomic uncertainty as well as acquisition integration risk. The company has a good track record of integrating acquisitions. However, it is noted that the France based Souriau acquisition is the largest in the company's history. The positive outlook is supported by Esterline's intention and ability to rapidly de-lever using free cash flow, the positive medium-term prospects in the commercial aerospace segment due to higher OEM build rates, likely substantial retrofit business on key program platforms as well as the contribution from Souriau partially offset by defense budget concerns and overall global macroeconomic uncertainty. The outlook could be stabilized at the current Ba2 rating level if expected meaningful progress is not made towards partial debt repayment over the near term, the company were to incur additional debt or maintain debt/EBITDA at current levels and/or if positive operating trends were to reverse. The ratings could be downgraded if free cash flow becomes negative in 2012, if cash balances fall below $100 million, or if the company were to pursue more aggressive shareholder enhancement strategies that utilized liquidity and/or deferred leverage reduction. Esterline Technologies Corporation, headquartered in Bellevue WA, serves aerospace and defense customers with products for avionics, propulsion and guidance systems. The company operates in three business segments: Avionics and Controls, Sensors and Systems and Advanced Materials. Revenues for the twelve months ending July 29, 2011 were approximately $1.6 billion. Proforma for the acquisition of Souriau, revenues roughly approximate $2 billion. The principal methodology used in rating Esterline Technologies Corporation was the Global Aerospace and Defense Industry Methodology published in June 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EVER LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Ever, LLC 3744 Fruitland Avenue Los Angeles, CA 90270 Bankruptcy Case No.: 11-51909 Chapter 11 Petition Date: October Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Sandra R. Klein Debtor's Counsel: William C. Beall, Esq. BEALL AND BURKHARDT 1114 State St., Ste 200 Santa Barbara, CA 93101 Tel: (805) 966-6774 Fax: (805) 963-5988 E-mail: artyc@aol.com Scheduled Assets: $2,618,274 Scheduled Debts: $2,486,553 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-51909.pdf The petition was signed by Barry Perlman, member. EVERGREEN SOLAR: Gov't Wants Tech Patents Exclude From Auction -------------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that the U.S. Department of Energy wants to place a legal grip on Evergreen Solar Inc.?s patented technology, which is destined for the bankruptcy auction block along with the rest of the company?s factory equipment. The agency, the report says, wants to prevent one of Evergreen Solar's solar panel manufacturing techniques from ending up in the hands of its Chinese competitors. The report relates federal attorneys on Friday asked the Bankruptcy Court to clarify the government?s ownership rights, arguing that those rights restrict Evergreen Solar?s ability to sell off the technology. The court documents noted that Evergreen Solar researchers developed that patented method, which cut manufacturing costs by 33%, using nearly $3 million of the agency?s money and within a government-controlled lab. According to DBR, UBS managing director Doug Lane told the court at a hearing on Friday that the "the universe of buyers here has really been dominated by parties in Asia, particularly in China.? The bid deadline is Oct. 26. An auction is slated for Nov. 1. About Evergreen Solar Evergreen Solar, Inc. -- http://www.evergreensolar.com/-- develops, manufactures and markets String Ribbon solar power products using its proprietary, low-cost silicon wafer technology. The Company's patented wafer manufacturing technology uses significantly less polysilicon than conventional processes. Evergreen Solar's products provide reliable and environmentally clean electric power for residential and commercial applications globally. The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge Mary F. Walrath. The Company's balance sheet at April 2, 2011, showed $373,972,000 in assets, $455,506,000 in total liabilities, and a stockholders' deficit of $81,534,000. Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham McCutchen LLP, serve as general bankruptcy counsel to the Debtor. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial LLC serves as exclusive marketing and sales agent. Klehr Harrison Harvey Branzburg serves as special conflicts counsel. Zolfo Cooper LLC is the financial advisor. UBS Securities, LLC, serves as investment banker. Epiq Bankruptcy Solutions has been tapped as claims agent. In conjunction with the Chapter 11 filing, the Company entered into a restructuring support agreement with certain holders of more than 70% of the outstanding principal amount of the Company's 13% convertible senior secured notes. As part of the bankruptcy process the Company will undertake a marketing process and will permit all parties to bid on its assets, as a whole or in groups pursuant to 11 U.S.C. Sec. 363. An entity formed by the supporting noteholders, ES Purchaser, LLC, entered into an asset purchase agreement with the Company to serve as a "stalking-horse" and provide a "credit-bid" pursuant to the Bankruptcy Code for assets being sold. The supporting noteholders are represented by Michael S. Stainer, Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. An official committee of unsecured creditors has retained Pepper Hamilton and Kramer Levin Naftalis & Frankel as counsel. The Committee tapped Garden City Group as communications services agent. Evergreen Solar is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are start-up Spectrawatt Inc., which also filed in August, Solyndra Inc., which filed early in September, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. EVERGREEN SOLAR: Judge Rejects $4MM Flat Fee for UBS Securities --------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that a Delaware bankruptcy judge on Friday declined to approve a $4 million flat fee for UBS Securities LLC for its work drumming up bidders for Evergreen Solar Inc.'s assets, saying the adviser should not collect the entire tab if a prearranged credit bid prevails at auction. The official committee of unsecured creditors had objected to the retention of UBS because the fee was locked in regardless of whether the adviser succeeded in finding a cash bidder to top the $60 million stalking horse bid, according to Law360. About Evergreen Solar Evergreen Solar, Inc. -- http://www.evergreensolar.com/-- develops, manufactures and markets String Ribbon solar power products using its proprietary, low-cost silicon wafer technology. The Company's patented wafer manufacturing technology uses significantly less polysilicon than conventional processes. Evergreen Solar's products provide reliable and environmentally clean electric power for residential and commercial applications globally. The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge Mary F. Walrath. The Company's balance sheet at April 2, 2011, showed $373,972,000 in assets, $455,506,000 in total liabilities, and a stockholders' deficit of $81,534,000. Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham McCutchen LLP, serve as general bankruptcy counsel to the Debtor. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as co-counsel. Zolfo Cooper LLC is the financial advisor. Epiq Bankruptcy Solutions has been tapped as claims agent. In conjunction with the Chapter 11 filing, the Company entered into a restructuring support agreement with certain holders of more than 70% of the outstanding principal amount of the Company's 13% convertible senior secured notes. As part of the bankruptcy process the Company will undertake a marketing process and will permit all parties to bid on its assets, as a whole or in groups pursuant to 11 U.S.C. Sec. 363. An entity formed by the supporting noteholders, ES Purchaser, LLC, entered into an asset purchase agreement with the Company to serve as a "stalking-horse" and provide a "credit-bid" pursuant to the Bankruptcy Code for assets being sold. The supporting noteholders are represented by Michael S. Stainer, Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. EXCO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service changed EXCO Resources, Inc.'s (EXCO) outlook to stable from developing after the company concluded its review of strategic alternatives. Moody's also affirmed the B1 Corporate Family Rating and Probability of Default Rating and affirmed the company's senior note rating of B3 for its senior unsecured notes. In addition, Moody's assigned a SGL-3 Speculative Grade Liquidity Rating. RATINGS RATIONALE The change to a stable outlook from developing reflects EXCO's termination of the review of strategic alternatives that was initiated after members of senior management proposed to take the company private in late 2010. The B1 CFR is supported by EXCO's current credit metrics relative to its peers, its exposure to the over-supplied natural gas market, and the out-spending of cash flow that is expected through the end of 2012. EXCO's ramp up of production and reserves in 2010 and 2011 was accomplished without an increase in leverage as the out-spending of internally generated cash flow was financed with non-core asset sales, as well as up-front payments and drilling carries from its joint venture partner. However, with most of the drilling carries invested, it is unlikely that EXCO will be able to maintain its growth trajectory without an increase in debt. Continued weakness in natural gas prices is expected to compound EXCO's need for external capital. "We expect EXCO's debt level to increase throughout 2012 unless the company materially throttles back its pace of investment," said Stuart Miller, Moody's Vice President -- Senior Analyst. "However, we believe leverage will only increase modestly as reserve and production improvement will support the higher debt balance." Assuming that EXCO invests $1 billion in 2012, a level similar to 2011, Moody's projects a $400 million shortfall that is expected to be financed with additional debt. The low development costs associated with EXCO's resource plays should keep the ratio of debt to proved developed reserves around $11 per Boe while debt to average daily production should remain in a band between $18,000 and $20,000. Barring an issuance in the capital markets, EXCO has sufficient availability under its $1.5 billion credit facility to meet the 2012 funding needs. However, reliance solely on its credit facility to finance the projected 2012 out-spend could leave EXCO in a weakened liquidity position. To consider an upgrade, EXCO would need to reduce leverage to less than $8 per Boe of proved developed reserves and to less than $15,000 of debt per average daily Boe produced. Alternatively, a 50% increase in scale to the range of 200 million Boe of proved developed reserves could support a rating upgrade if leverage is maintained at its current levels. The ratings downgrade may be appropriate if the ratio of debt per Boe of proved developed reserves increases above $14 or if debt to average daily production increases and is sustained over $25,000 per Boe. The principal methodology used in rating EXCO Resources was the Independent Exploration and Production (E&P) Industry Methodology published in December 2008. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EXCO Resources, Inc. is based in Dallas, Texas. FIRSTBANK PUERTO RICO: Moody's Upgrades Issuer Rating to 'B3' ------------------------------------------------------------- Moody's Investors Service upgraded the long-term ratings of FirstBank Puerto Rico (FirstBank; long-term deposits to B2 from B3, long-term issuer and OSO to B3 from Caa2). FirstBank's standalone bank financial strength rating (BFSR) of E+ and short- term rating of Not-Prime were affirmed. FirstBank's Baseline Credit Assessment, which is the standalone BFSR mapped to the long-term scale, was upgraded to B2 from B3. FirstBank is the primary operating subsidiary of First BanCorp, which is unrated. Following these rating changes, Moody's outlook on FirstBank is stable. This rating action concludes the review for possible upgrade that began June 30, 2011. Upgrades: Issuer: FirstBank Puerto Rico -- Issuer Rating, Upgraded to B3 from Caa2 -- OSO Senior Unsecured OSO Rating, Upgraded to B3 from Caa2 -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from Caa2 -- Senior Unsecured Deposit Rating, Upgraded to B2 from B3 Outlook Actions: Issuer: FirstBank Puerto Rico -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The upgrade follows First BanCorp's announcement that it had completed its previously announced capital raise of $525 million, with Oaktree Capital Management and Thomas H. Lee Partners, L.P. each purchasing $174.1 million of common stock and a group of institutional investors and other private firms purchasing $176.8 million in aggregate. The successful consummation of the equity raise also resulted in the conversion into common stock of the $424.2 million of Series G Mandatorily Convertible Preferred Stock ("Series G Preferred") held by the United States Department of the Treasury. With the aforementioned increase in First BanCorp's capital base, the rating agency noted that FirstBank's capital ratios will be both in excess of the guidelines set by its regulator and the well-capitalized minimums. However, while the equity raise and resulting conversion of the Series G Preferred into common significantly increase the company's tangible common equity, the added capital by no means guarantees First BanCorp's long-term success. Puerto Rico's economy has been in recession for the past five years, and remains challenged owing to a high unemployment rate, a stressed public sector, and a decline in real estate values. Moody's noted expected further credit costs in First BanCorp's commercial real estate and C&I portfolios, given its heightened level of nonperforming assets, will continue to impede the company's ability to return to profitability. Moody's further notes that First BanCorp will need to generate an appropriate rate of return on the capital it received largely from private equity investors. As the strategy under which that will occur is not well defined, this presents risk in the form of uncertainty for depositors and bondholders. The stable outlook reflects Moody's view that First BanCorp's capital position should be sufficient to withstand a more stressed economic environment, which makes downward rating pressure less likely in the intermediate-term. Moody's last rating action on FirstBank was on June 30, 2011, when Moody's placed FirstBank's long-term ratings under review for possible upgrade. The methodologies used in this rating were Bank Financial Strength Ratings: Global Methodology published in February 2007, Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology published in March 2007, Moody's Guidelines for Rating Bank Hybrid Securities and Subordinated Debt published in November 2009. First BanCorp, headquartered in San Juan, Puerto Rico, reported total assets of $14.1 billion at June 30, 2011. FLINT TELECOM: Suspending Filing of Reports with SEC ---------------------------------------------------- Flint Telecom Group, Inc., filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its common stock. Pursuant to Rule 12h-3, the Company is suspending reporting because there are currently less than 300 holders of record of the common shares. The holders of the common shares as of Oct. 7, 2011, total 112. About Flint Telecom Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT) -- http://www.flinttelecomgroup.com/-- operates its business through six wholly-owned subsidiaries, Cable and Voice Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously named Wize Communications, Inc.), Digital Phone Solutions, Inc., Ingedigit International, Inc. and Gotham Ingedigit Financial Processing Corp. dba Power2Process. The Company provides next generation turnkey voice, data and wireless services through partner channels primarily in the United States. The Company's balance sheet at March 31, 2011, showed $9.25 million in total assets, $18.22 million in total liabilities, $5.06 million in redeemable equity securities, $5.43 million in convertible preferred stock, and a $19.47 million total stockholders' deficit. Going Concern As reported in the Troubled Company Reporter on Oct. 26, 2010, L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed substantial doubt about Flint Telecom's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company has suffered losses from operations, negative cash flows from operations and current liabilities exceed current assets. In the Form 10-Q, Flint acknowledged that it had a net loss of $6,463,091 for the nine months ended March 31, 2011, and $28,865,778 for the year ended June 30, 2010, negative cash flow from operating activities of $830,998 for the nine months ended March 31, 2011, an accumulated stockholder's deficit of $57,535,819 and a working capital deficit of $15,859,194 as of March 31, 2011. Also, as of March 31, 2011, the Company had limited liquid and capital resources. The Company is currently largely dependent upon obtaining sufficient short and long term financing in order to continue running our operations. As of May 19, 2011, the Company has a total of approximately $3.7 million of loan principal that is past due from a total principal balance of approximately $6.7 million, representing 14 individual parties. Under the terms of the loan agreements the $6.7 million principal is payable. In addition, approximately $2.1 million of accumulated interest, preferred share dividends and related penalties is past due on these loans. The Company is in active discussions with these parties about the outstanding debt and rescheduling payments in the future based on the business progress during 2010 and the ability of the Company to meet the new arrangements from the Kodiak funding. Of the 14 parties, five have initiated legal proceedings, the remainder, including the Company's secured lender, have not initiated legal proceedings. Of the five that have taken legal steps, the Company believes that suitable payment terms will be agreed upon over the duration of the Kodiak funding. In addition to these loans, the Company has approximately $1.2 million of trade payables that are past due. Four parties have received summary judgments, as reported in the Company's Form 10-K for the year ended June 30, 2010, and in this quarterly report, and the Company has been served with a pending action from another. Despite receiving these judgments, the Company has agreed to terms to pay down one of the larger amounts over two years. Management is confident the Company will be successful in satisfying these obligations prior to foreclosure or bankruptcy. However, there is no assurance that any additional capital will be raised. According to the Form 10-Q, the Company's ability to continue as a going concern is dependent upon its ability to attract new sources of capital, exploit the growing telecom and prepaid financial services market in order to attain a reasonable threshold of operating efficiency and achieve profitable operations. FNB UNITED: Receives Regulatory OK to Acquire Bank of Granite ------------------------------------------------------------- FNB United Corp. received regulatory approvals for its proposed acquisition of Bank of Granite Corporation, parent company of Bank of Granite. The Federal Reserve Bank of Richmond has approved FNB's proposed acquisition of Bank of Granite Corporation through a merger and the exchange of preferred stock issued to the U.S. Treasury for common stock. FNB's primary bank subsidiary, CommunityONE Bank, has also received approval from the Office of the Comptroller of the Currency of its capital restoration plan and settlement of certain debt and preferred stock securities held by SunTrust Bank. Additionally, the proposed management team for FNB has received clearance from the Federal Reserve to assume their new positions with the Company. These approvals were required in order to consummate FNB's proposed $310 million capital raise and the proposed acquisition of Bank of Granite Corporation. The merger and recapitalization remain subject to approval by FNB shareholders and Bank of Granite Corporation stockholders, who were issued a joint proxy statement in September. The Bank of Granite Corporation's special meeting of stockholders is scheduled for Tuesday, Oct. 18, 2011, and the FNB United Corp. annual meeting of shareholders is scheduled for Wednesday, Oct. 19, 2011. The proposed acquisition of Bank of Granite Corporation by FNB will unite two 100-year-old institutions, creating a North Carolina community banking organization with approximately $2.8 billion in assets, $2.4 billion in deposits and 63 full-service banking offices located in some of the state's most robust markets. The merged organization will be led by Brian Simpson as CEO and Bob Reid as president, with headquarters in Asheboro, N.C., Simpson and Reid led a successful $310 million capital raise by FNB, which includes The Carlyle Group and Oak Hill Capital Partners as lead investors, each having entered into definitive agreements with FNB to invest $79 million, each subject to conditions contained in the investment agreements. The closing of the recapitalization and the merger remains subject to these conditions, among others: satisfaction or waiver of the closing conditions under the merger agreement with Bank of Granite Corporation, the investment agreements with affiliates of The Carlyle Group and Oak Hill Capital Partners and the subscription agreements with additional investors; FNB shareholder approval of certain proposals necessary for FNB to consummate the investments, the merger and the related transactions; the shares of common stock to be issued under the investment agreements being authorized for listing on NASDAQ; the exchange of FNB's preferred stock issued to the U.S. Department of the Treasury for common stock; the satisfaction of conditions regarding minimum liquidity and non-brokered deposits and the level of non-performing assets; receipt of advice as to the absence of an Internal Revenue Code Section 382 ownership change as a result of the private placement investments; and neither FNB nor Bank of Granite Corporation having experienced a material adverse effect. About FNB United Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank holding company for CommunityOne Bank, N.A., and the bank's subsidiary, Dover Mortgage Company. Opened in 1907, CommunityOne Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38 communities throughout central, southern and western North Carolina. Through these subsidiaries, FNB United offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. The Company incurred significant net losses in 2009, which continued in 2010 and 2011, primarily from the higher provisions for loan losses due to the significant level of nonperforming assets and the write-off of goodwill. Dixon Hughes PLLC, in Charlotte, North Carolina, in its independent auditors' report dated March 14, 2011 and attached to the financial statements, noted that the Company continued to incur significant net losses in 2010, primarily from the higher provisions for loan losses due to the significant level of non- performing assets. According to Dixon Hughes, the Company is significantly undercapitalized per regulatory guidelines and has failed to reach capital levels required in the Consent Order issued by the Office of the Comptroller of the Currency in 2010. These matters, the accounting firm maintains, raise substantial doubt about the Company's ability to continue as a going concern. Dixon Hughes also said that FNB United Corp. and Subsidiary has not maintained effective internal control over financial reporting as of Dec. 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's balance sheet at June 30, 2011, showed $1.72 billion in total assets, $1.83 billion in total liabilities and a $113.71 million total shareholders' deficit. Bankruptcy Warning On April 26, 2011, FNB United entered into investment agreements with The Carlyle Group and Oak Hill Capital Partners to recapitalize the Company, as well as a merger agreement with Bank of Granite Corporation. On June 16 and Aug. 4, 2011, the Company entered into subscription agreements with various accredited investors for the purchase and sale of its common stock. Together, the investment agreements with Carlyle and Oak Hill Capital and the subscription agreements contemplate the issuance of $310 million of common stock of the Company at $0.16 per share. Completion of the recapitalization, including the sale of common stock to The Carlyle Group and Oak Hill Capital Partners and the other investors, is subject to various conditions, certain of which are outside of the Company's control and may not be satisfied. The closing conditions to the recapitalization include receipt of requisite regulatory approvals and other customary closing conditions. No assurance can be given that all conditions will be satisfied timely or at all. The Company said if it fails to consummate the recapitalization, it is expected it will not be able to continue as a going concern, it may file for bankruptcy and the Bank may be placed into FDIC receivership. The equity financing transaction, if completed, will result in substantial dilution to the Company's current shareholders and could adversely affect the market price of the Company's common stock. FONAR CORP: Diagnostic Breakthrough in MS Achieved with MRI ----------------------------------------------------------- In a newly published paper, medical researchers at FONAR Corporation report a diagnostic breakthrough in multiple sclerosis (MS), based on observations made possible by the Company's unique FONAR UPRIGHT Multi-Position MRI. The findings reveal that the cause of multiple sclerosis may be biomechanical and related to earlier trauma to the neck, which can result in obstruction of the flow of cerebrospinal fluid (CSF), which is produced and stored in the central anatomic structures of the brain known as the ventricles. Since the ventricles produce a large volume of CSF each day (500 cc), the obstruction can result in a build up of pressure within the ventricles, resulting in leakage of the CSF into the surrounding brain tissue. This leakage could be responsible for generating the brain lesions of multiple sclerosis. The paper, titled "The Possible Role of Cranio-Cervical Trauma and Abnormal CSF Hydrodynamics in the Genesis of Multiple Sclerosis," has just been published and appears in the latest issue of the journal Physiological Chemistry and Physics and Medical NMR (Sept. 20, 2011, 41: 1-17). It is co-authored by MRI researchers Raymond V. Damadian and David Chu. Commenting on the study, the lead researcher and president of FONAR, Raymond V. Damadian stated, "These new observations have uncovered biomechanical barriers that appear to give rise to multiple sclerosis, and, even more excitingly, these barriers may be therapeutically addressable." Damadian is the medical doctor who discovered the abnormal signals from tissue that are the basis of every MRI image made today and who went on to invent the MRI and build the world's first MRI by hand at New York's Downstate Medical Center. The findings are based on viewing the real-time flow of cerebrospinal fluid in a series of eight randomly chosen patients with multiple sclerosis. The cerebrospinal fluid, known as CSF, lubricates the brain and spinal cord. Utilizing FONAR's patented Advanced UPRIGHT(R) Multi-Position(R) MRI technology, the team was able to view the flow of cerebrospinal fluid in and out of the brain with the patients lying down and upright. These invaluable dual observations have only been possible since the invention of an MRI capable of imaging the patient upright. Damadian and co-researcher, Chu, discovered obstructions of the CSF flow in all eight patients in the study and, in seven out of eight patients, the obstruction was more pronounced when the patient was in the upright position. The UPRIGHT(R) MRI also revealed that these obstructions were the result of structural deformities of the cervical spine, induced by trauma earlier in life. The research was initiated when Damadian and Chu scanned a patient with multiple sclerosis. In reviewing the MRI scans, Damadian noted that one of the MS lesions in the patient's brain was directly connected with the CSF within the ventricles of the brain, which are the structures in which the body continuously produces CSF fluid. It does so through a network of blood vessels within the ventricles known as the choroid plexus. This network generates a large volume of CSF daily, approximately 500 cc. Damadian knew that in multiple sclerosis the lesions are typically concentrated adjacent to the ventricles and are peri-ventricular in distribution. He had also determined that the patient had a history of severe trauma to the cervical spine. When a careful history of subsequent patients in the study was taken, it revealed that all but one had also experienced some form of serious traumatic injury to the cervical spine. When viewing MRI scans of the first patient, Damadian hypothesized that any obstructions of the continuous circulation of the daily volume of CSF out of the brain to the spinal cord and back could cause increased pressure within the ventricles, which could result in leakage of the fluid into the brain tissue surrounding the ventricles. Damadian knew that CSF fluid contains proteins, which are made up of polypeptides, in fact, that the fluid contains more than 300 polypeptides. Nine of the proteins they form are known to be antigens that stimulate the production of antibodies. He wondered if these proteins, leaking into the brain tissue, could be initiating the antigen-antibody complexes in the brain that cause the pathology and symptoms of multiple sclerosis. The disease results in the destruction of the coverings, or myelin sheaths, that insulate the nerve fibers of the brain. The destruction prevents the nerves from functioning normally and produces the symptoms of multiple sclerosis. The destruction is the origin of the multiple sclerosis lesions seen on the MRI images. But, unlike nerve tissue, the myelin sheaths can regenerate - once the cause of their destruction is eliminated. The paper suggests that surgical or biomechanical remediation of the obstruction of the flow of CSF in the cervical spine could relieve the increased CSF pressure within the ventricles and eliminate the resultant leakage of fluid into the surrounding brain tissue and the inflammation of the myelin sheaths that it generates. Once the leakage has been stopped, the myelin sheaths could be repaired by the body's myelogenesis process with the prospect of a return to normal nerve function for these nerves. About FONAR FONAR was incorporated in 1978, making it the first, oldest and most experienced MRI company in the industry. FONAR introduced the world's first commercial MRI in 1980, and went public in 1981. Since its inception, nearly 300 recumbent-OPEN MRIs and 150 UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been installed. FONAR's stellar product line includes the Upright(TM) MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI that performs Position(TM) imaging (pMRI(TM)) and scans patients in numerous weight-bearing positions, i.e. standing, sitting, in flexion and extension, as well as the conventional lie-down position. The Company reported net income of $3.31 million on $33.13 million of total revenues for the fiscal year ended June 30, 2011, compared with a net loss of $3.01 million on $31.81 million of total revenues during the prior year. The Company's balance sheet at June 30, 2011, showed $31.58 million in total assets, $25.71 million in total liabilities, and $5.86 million in total stockholders' equity. Marcum, LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has negative working capital at June 30, 2011, and is dependent on asset sales to fund its operations. FRC LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: FRC, LLC One Faneuil Hall Market Place Boston, MA 02109 Bankruptcy Case No.: 11-19466 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: John C. Elstad, Esq. MURPHY & KING, P.C. One Beacon Street Boston, MA 02108 Tel: (617) 423-0400 Fax: (617) 423-0498 E-mail: jce@murphyking.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mab11-19466.pdf The petition was signed by Robert Hedges. GAMETECH INT'L: Common Stock Delisted from NASDAQ ------------------------------------------------- The NASDAQ Stock Market LLC notified the U.S. Securities and Exchange Commission regarding the removal from listing or registration of Gametech International Inc.'s common stock. About GameTech International Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. The Company reported a net loss of $20.4 million on $35.2 million of revenue for the 52 weeks ended Oct. 31, 2010, compared with a net loss of $10.5 million on $47.8 million of revenue for the 52 weeks ended Nov. 1, 2009. Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed substantial doubt about GameTech International, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered reoccurring losses from operations and has been unable to extend the maturity of its debt, or raise additional capital necessary to execute its business plan. The Company's balance sheet at May 1, 2011, showed $40.19 million in total assets, $32.33 million in total liabilities and $7.86 million in total stockholders' equity. GARLOCK SEALING: Wants Plea to Reopen 2 Cases Addressed ------------------------------------------------------- Garlock Sealing Technologies LLC asks two bankruptcy courts to schedule and conduct a status conference in the Chapter 11 cases of these debtors: Court Chap. 11 Debtors' cases ----- ----------------------- A. U.S. Bankruptcy Court * Owens Corning for the District of * ACandS, Inc. Delaware * Armstrong World Industries, Inc. * Combustion Engineering, Inc. * The Flintkote Company * Kaiser Aluminum Corp. * US Mineral Products Company * USG Corp. * W.R. Grace & Co. B. U.S. Bankruptcy Court * Mid-Valley, Inc. for the Western District * North American Refractories Co. of Pennsylvania * Pittsburgh Corning Corp. Garlock Sealing asks the Courts to address its request to reopen the Chapter 11 cases in order to access judicial records and statements made pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Garlock filed its Requests approximately seven months ago, and a hearing was held approximately six months ago. Gregory W. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell LP, in Wilmington, Delaware, notes that Garlock's statutory plan exclusivity period in its own Chapter 11 bankruptcy case will terminate in November 2011, and is not subject to further extension. He says that before the exclusivity ends, Garlock intends to file both a plan of reorganization and a proposal for pre-trial proceedings leading to an estimation of asbestos claims. "Further delay in the resolution of the Garlock Motions is likely to introduce delay and instability into this schedule and Garlock's reorganization process, which Garlock wishes to avoid," Mr. Werkheiser argues. Mr. Werkheiser further contends that it is appropriate to revisit the Garlock's Requests at this time because, since the Hearing, public interest has intensified concerning potential inconsistencies between plaintiffs' exposure allegations in tort system discovery and their exposure allegations when pursuing bankruptcy law remedies. On September 9, 2011, the Subcommittee on the Constitution in the Judiciary Committee of the U.S. House of Representatives convened a hearing titled "How Fraud and Abuse in the Asbestos Compensation System Affect Victims, Jobs, the Economy, and the Legal System." One of the topics aired at this hearing was whether asbestos claimants are taking advantage of confidentiality provisions in trust distribution procedures for 524(g) trusts to make inconsistent representations in the tort system and before Trusts concerning their exposure history. Garlock's Requests, Mr. Werkheiser explains, do not seek exposure evidence submitted to Trusts, but rather documents filed in the Courts containing evidence of claimants' claims and exposures but the underlying issue is ultimately the same one aired in the Congressional Hearing and in Mr. Stengel's written statement: Are claimants taking inconsistent positions concerning their exposures when pursuing their tort and bankruptcy law remedies, and to what extent. As of October 3, 2011, the Courts have not yet entered orders granting or denying Garlock's Requests. As a result and to advance the expeditious consideration of matters critical to the administration of Garlock's bankruptcy case, Garlock has filed a request for a status conference at the Courts' earliest convenience. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in stateand federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection on Oct. 5, 2000 (Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's Investors Service. About Mid-Valley Inc. Headquartered in Houston, Texas, DII Industries, LLC, is the direct or indirect parent of BPM Minerals, LLC, Kellogg Brown & Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc., Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root International, Inc., (Delaware), and Kellogg Brown & Root International, Inc., (Panama). KBR and its subsidiaries provide a wide range of services to energy and industrial customers and government entities in over 100 countries. DII has no business operations. DII and its debtor-affiliates filed a prepackaged chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the Debtors in their restructuring efforts. On June 30, 2004, the Debtors disclosed $6.255 billion in total assets and $5.295 billion in total liabilities. The Bankruptcy Court's July 17, 2004, confirmation of the Debtors' Prepackaged Plan, and the District Court's affirmation order on July 26, 2004, allowed the Debtors to emerge from bankruptcy protection on Jan. 3, 2005. GENTA INC: RA Capital Discloses 9.9% Equity Stake ------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, RA Capital Management, LLC, and its affiliates disclosed that they beneficially own 42,934,982 common shares of Genta Incorporated representing 9.99% of the shares outstanding. A full-text copy of the filing is available for free at: http://is.gd/EYhV74 About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB: GNTA) -- http://www.genta.com/-- is a biopharmaceutical company engaged in pharmaceutical (drug) research and development. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. EisnerAmper LLP, in Edison, New Jersey, expressed substantial doubt about Genta's ability to continue as a going concern following the 2010 financial results. The independent auditors noted that of the Company's recurring losses from operations, negative cash flows from operations and current maturities of convertible notes payable. Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not include a going concern explanatory paragraph in its audit report on the Company's financial statements for fiscal 2009. The Company reported a net loss of $167.3 million on $257,000 of sales for 2010, compared with a net loss of $86.3 million on $218,000 for 2009. The Company's balance sheet at June 30, 2011, showed $6.44 million in total assets, $19.10 million in total liabilities, and a $12.65 million total stockholders' deficit. At June 30, 2011, Genta had cash and cash equivalents totaling $5.2 million, compared with $12.8 million at Dec. 31, 2010. Net cash used in operating activities during the first six months of 2011 was $7.3 million, or approximately $1.2 million per month. Bankruptcy Warning Presently, with no further financing, the Company projects that it will run out of funds during the third quarter of 2011. The Company currently does not have any additional financing in place. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize, sell certain assets, or even declare bankruptcy. The Company said there can be no assurance that it can obtain financing, if at all, or raise such additional funds, on terms acceptable to it. GENTA INC: Has 686.7 Million Outstanding Common Shares ------------------------------------------------------ The number of outstanding shares of Genta Incorporated common stock par value $0.001 as of Oct. 7, 2011, was 686,746,087. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB: GNTA) -- http://www.genta.com/-- is a biopharmaceutical company engaged in pharmaceutical (drug) research and development. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. EisnerAmper LLP, in Edison, New Jersey, expressed substantial doubt about Genta's ability to continue as a going concern following the 2010 financial results. The independent auditors noted that of the Company's recurring losses from operations, negative cash flows from operations and current maturities of convertible notes payable. Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not include a going concern explanatory paragraph in its audit report on the Company's financial statements for fiscal 2009. The Company reported a net loss of $167.3 million on $257,000 of sales for 2010, compared with a net loss of $86.3 million on $218,000 for 2009. The Company's balance sheet at June 30, 2011, showed $6.44 million in total assets, $19.10 million in total liabilities, and a $12.65 million total stockholders' deficit. At June 30, 2011, Genta had cash and cash equivalents totaling $5.2 million, compared with $12.8 million at Dec. 31, 2010. Net cash used in operating activities during the first six months of 2011 was $7.3 million, or approximately $1.2 million per month. Bankruptcy Warning Presently, with no further financing, the Company projects that it will run out of funds during the third quarter of 2011. The Company currently does not have any additional financing in place. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize, sell certain assets, or even declare bankruptcy. The Company said there can be no assurance that it can obtain financing, if at all, or raise such additional funds, on terms acceptable to it. GENTIVA HEALTH: Moody's Says Senate Report No Impact on 'B1' CFR ---------------------------------------------------------------- According to Moody's Investors Service the Senate Fiance Committee Report regarding the Home Health and Medicare Therapy Threshold will not change Gentiva Health Services, Inc B1 Corporate Family rating or review for downgrade. Gentiva Health Services, Inc., a leading provider of home health and hospice services in the US, has been under increasing scrutiny as CMS (Centers for Medicare and Medicaid Services) and Congress look for ways to reduce medical spending and reduce systemic fraud. The most recent event to cast a shadow on GTIV's future was the October 3rd release of a report from the Committee on Finance of the United States Senate citing evidence of "abuse" of the Medicare home health program by the largest publicly traded home health care companies including GTIV. Amedysis and LHC Group were also included and are unrated by Moody's. This investigation has not changed Moody's current B1 Corporate Family rating or review for downgrade although it highlights the level of uncertainty around future compensation practices for the sector. The conclusion of the report was a recommendation from the Senate Finance Committee suggesting CMS embrace an alternative payment model including the elimination of therapy thresholds and the possible transition to a bundled payment system. That outcome would not necessarily increase GTIV's credit risk profile although it would likely require administrative changes. Gentiva Health Services, Inc 's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Gentiva Health Services, Inc 's core industry and believes Gentiva Health Services, Inc 's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Gentiva Health Services, Inc. offers direct home nursing and therapies, including specialty programs, as well as hospice care with over 450 locations in 42 states. Gentiva reported revenues of over $1.7 billion for the twelve months ended June 30, 2011. GEORGIA-PACIFIC: Fitch Withdraws BB+ Rating on Sr. Unsec. Bonds --------------------------------------------------------------- Fitch Ratings has affirmed and simultaneously withdrawn the ratings for Georgia-Pacific LLC as follows: -- Issuer Default Rating (IDR) at 'BBB-'; -- Senior secured revolver and first lien term loans following their repayment at 'BBB'; -- Guaranteed unsecured notes at 'BBB-'; -- Senior unsecured bonds/notes at 'BB+'. Fitch has withdrawn the aforementioned ratings for business reasons. The ratings are no longer relevant to the agency's coverage. GRIFFIN SAND: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Griffin Sand & Concrete Co., Inc. 20301 NW Evans Avenue Blountstown, FL 32424 Bankruptcy Case No.: 11-40823 Chapter 11 Petition Date: October 7, 2011 Court: U.S. Bankruptcy Court Northern District of Florida (Tallahassee) Debtor's Counsel: Allen Turnage, Esq. LAW OFFICE OF ALLEN TURNAGE P.O. Box 15219 2344 Centerville Road, Suite 101 Tallahassee, FL 32317 Tel: (850) 224-3231 Fax: (850) 224-2535 E-mail: service.attyallen@embarqmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 11 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flnb11-40823.pdf The petition was signed by Lisa Griffin-Walden, president. HAMPTON ROADS: Three Directors Elected at Annual Meeting -------------------------------------------------------- The annual shareholders meeting of Hampton Roads Bankshares, Inc., was held on Oct. 4, 2011. At the meeting, shareholders: (1) elected Robert B. Goldstein, Hal F. Goltz and Randal K. Quarles to the Board of Directors for a term of three years each, expiring at the 2014 annual meeting; (2) ratified the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2011; (3) approved the Company's 2011 Omnibus Incentive Plan; and (4) approved a proposal endorsing the compensation of the Company's named executive officers. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company said in its Form 10-Q for the Sept. 30, 2010 quarter that due to its financial results, the substantial uncertainty throughout the U.S. banking industry, and the Written Agreement the Company and BOHR have entered into, doubts existed regarding the Company's ability to continue as a going concern through the second quarter of 2010. However, management believes this concern has been mitigated by the initial closing of the Private Placement that occurred on Sept. 30, 2010. The Company reported a net loss of $210.35 million on $122.20 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $201.45 million on $149.44 million of total interest income during the prior year. The Company's balance sheet at June 30, 2011, showed $2.59 billion in total assets, $2.43 billion in total liabilities, and $161.64 million in total shareholders' equity. HARRY & DAVID: Highly Rated by Consumer Reports ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a company with financial problems isn't necessarily unpopular with customers. Recently reorganized Harry & David Holdings Inc. is a case in point. The specialty-food retailer and direct marketer had the third-highest-rated outlet store among the 58 surveyed in the November issue of Consumer Reports. Harry & David was rated high for service. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, Inc. -- is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. The cases are jointly administered, with Harry David Holdings as lead case. David G. Heiman, Esq., Brad B. Erens, Esq., and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., Paul Noble Heath, Esq., and Zachary Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. McKinsey Recovery & Transformation Services U.S. LLC is being tapped as management consultants. The Debtor also tapped DJM Realty Services, LLC, as real estate consultants; Alvarez & Marsal North America to provide the Debtors an interim chief executive officer and chief restructuring officer and certain additional officers; and McKinsey Recovery & Transformation Services U.S. LLC as their management consultant. The Company's bondholders are being advised by Stroock & Stroock & Lavan LLP, as legal counsel, and Moelis & Company, as financial advisor. Lowenstein Sandler has been retained as counsel to the unsecured creditors committee. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. Harry & David in September 2011 implemented the Chapter 11 reorganization plan that the bankruptcy court approved in August. HAWKER BEECHCRAFT: Bank Debt Trades at 33% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 66.55 cents-on- the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 2.87 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on March 26, 2014, and carries Moody's Caa2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kan., is a manufacturer of business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. The Company's balance sheet at June 30, 2011, showed $3.01 billion in total assets, $3.33 billion in total liabilities, and a $317.30 million deficit. Hawker Beechcraft reported a net loss of $304.3 million on $2.80 billion of total sales for 12 months ended Dec. 31, 2010. Net loss in 2009 and 2008 was $451.3 million and $157.2 million, respectively. The Company reported a net loss of $126 million on $1.14 billion of total sales for the six months ended June 30, 2011, compared with a net loss of $120 million on $1.20 billion of total sales for the six months ended June 27, 2010. To reduce the cost of operations, in October 2010, the Company announced it would implement a cost reduction and productivity program. The first part of the program consisted of the immediate termination of approximately 8% of salaried employees while the second part involves reducing the Company's factory and shop work forces by approximately 800 employees by end of August 2011. Hawker Beechcraft carries 'Caa2' corporate family and probability of default ratings from Moody's Investors Service. HELLER EHRMAN: Fraudulent Transfer Suits Are 'Core' --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a fraudulent transfer suit, under either the Bankruptcy Code or state law, is a core proceeding where the bankruptcy court has authority to make final rulings, U.S. Bankruptcy Judge Dennis Montali in San Francisco ruled Sept. 28. Even if it is non-core and the bankruptcy court lacks constitutional authority to issue final rulings, Judge Montali said he should retain a fraudulent transfer case while making final rulings on dispositive motions that don't require findings on disputed facts. If there's a right to a jury trial, Judge Montali said he would send the case to U.S. District Court when it's ready for trial. Mr. Rochelle relates that the case involved the defunct law firm Heller Ehrman LLC, which confirmed a Chapter 11 plan last year. Creditors in effect are suing 16 law firms for profits on unfinished business Heller Ehrman lawyers took with them when they left for other firms. Judge Montali wrote his 19-page opinion recommending to the district court that it not withdraw the reference by taking the suits out of bankruptcy court. According to the report, disagreeing with some courts concluding otherwise, Judge Montali said fraudulent transfer suits are core proceedings because they don't exist outside bankruptcy. He said that the U.S. Supreme Court's decision this year in Stern v. Marshall did not rule that bankruptcy judges can't make final rulings in fraudulent transfer suits. The report relates that even if he were wrong about core jurisdiction, Judge Montali said the defendant law firms would not be prejudiced. If he were ultimately to find a law firm liable, and if a district court on appeal were to decide the suit wasn't core, the district judge could simply take the bankruptcy court's decision as a recommended ruling. Judge Montali said he is still bound by a 1987 case from the U.S. Court of Appeals in San Francisco called Mankin saying that fraudulent transfer suits are core. The lawsuit is Heller Ehrman LLP v. Arnold & Porter LLP (In re Heller Ehrman LLP), 10-3203, U.S. Bankruptcy Court, Northern District California (San Francisco). About Heller Ehrman Headquartered in San Francisco, California, Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D. Calif., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones LLP assisted the Debtor in its restructuring effort. The Official Committee of Unsecured Creditors is represented by Felderstein Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets and debts at $50 million to $100 million as of the Petition Date. According to reports, the firm had roughly $63 million in assets and 54 employees at the time of its filing. The Court confirmed Heller Ehrman's Plan of Liquidation in September 2010. HILL INTERNATIONAL: Extends Forbearance Pact with BoA to Oct. 17 ---------------------------------------------------------------- As previously reported by the TCR on July 11, 2011, Hill International, Inc., entered into a Forbearance Agreement with Bank of America, N.A., Capital One, N.A., The PrivateBank and Trust Company and PNC Bank N.A., as Lenders, and Bank of America, N.A., as Administrative Agent, for the Secured Parties under the Credit Agreement, dated June 30, 2009, among the Company, each lender party thereto and the Administrative Agent. As of Sept. 30, 2011, the Company, the Lenders and the Administrative Agent entered into the Second Amendment to Forbearance Agreement, amending the Forbearance Agreement, whereby the Lenders agreed to forbear from enforcing their remedies against the Company with respect to the Company's previously disclosed failure to comply with financial covenants under the Credit Agreement, specifically the Consolidated Leverage Ratio and the Consolidated Fixed Charge Ratio, from Feb. 4, 2011, through the earlier of (a) the date of the occurrence of any default or event of default other than the Specified Defaults and (b) Oct. 17, 2011. The Company is negotiating with the Lenders to extend the term of the Forbearance Agreement and expects to finalize those negotiations by Oct. 16, 2011, although no assurances can be given that such agreement will be reached before or after that date. On Aug. 16, 2011, the Company, the Lenders and the Agent entered into a First Amendment to Forbearance Agreement, also amending the Forbearance Agreement. The amendments set forth in the First Amendment were not material. A full-text copy of the Second Amendment to Forbearance Agreement is available for free at http://is.gd/LcpS0k About Hill International Hill International, with 2,600 employees in 90 offices worldwide, provides program management, project management, construction management, real estate development, and construction claims and consulting services. Engineering News-Record magazine recently ranked Hill as the 8th largest construction management firm in the United States. For more information on Hill, please visit the Company's Web site at www.hillintl.com. HOMELAND SECURITY: Incurs $3.9 Million Net Loss in Fiscal 2011 -------------------------------------------------------------- Homeland Security Capital Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $3.98 million on $0 of revenue for the year ended June 30, 2011, compared with net income of $2.04 million on $0 of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $33.73 million in total assets, $40.35 million in total liabilities, $169,768 in warrants payable, and a $6.79 million total stockholders' deficit. Coulter & Justus, P.C., in Knoxville, Tennessee, noted that related party senior notes payable totaling $19,725,040 are due and payable, the Company has incurred a loss from operations for year ended June 30, 2011, and has a net capital deficiency in addition to a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/Fks8GK About Homeland Security Homeland Security Capital Corporation is an international provider of specialized technology-based radiological, nuclear, environmental disaster relief and electronic security solutions to government and commercial customers. At Dec. 31, 2009, the Company had total assets of $35,815,519 against total liabilities of $38,018,448 and Warrants Payable -- Series H Preferred Stock of $169,768. Stockholders' deficit was $2,372,697 at December 31, 2009. In March 2008, the Company entered into a stock purchase agreement with YA Global Investments, L.P. pursuant to which the Company sold to YA 10,000 shares of its Series H Convertible Preferred Stock. The Series H Stock is convertible into shares of Common Stock at an initial ratio of 33,333 shares of Common Stock for each share of Series H Stock, subject to adjustments -- including the Company's wholly owned subsidiary, Safety & Ecology Holdings Corporation, achieving certain earnings milestones, as defined, for the calendar years ending December 31, 2009 and 2008. Safety operates its business on a fiscal year ending June 30. Safety achieved the first milestone for the calendar year ending December 31, 2008. However, the second financial milestone for the calendar year ended December 31, 2009, has not been satisfied, resulting in a potential adjustment to the conversion ratio yielding approximately 56,300 shares of Common Stock for each share of Series H Stock, or approximately a potential additional 230,000,000 shares of the Company's Common Stock in the aggregate. Management is discussing with YA the possibility of a waiver or amendment of any adjustment to the Series H Stock conversion ratio, however there can be no assurances YA will waive or amend the adjustment, if any, to the Series H Stock conversion ratio. YA has not exercised its conversion rights as of February 22, 2010. In June 2009 the Company entered into an agreement YA extending the due date on its senior notes payable, and accrued interest, to YA from March 14, 2010, until October 1, 2010, for $2,500,000 and April 1, 2011, for $10,560,000. In exchange, the Company agreed to an increase in the interest rate, from 13% to 15%, on the senior notes payable and certain other debt due to YA, effective January 1, 2010, if the Company failed to secure a certain contract by March 2010. In December 2009, the Company was informed that it had been eliminated from the award process for this contract. Accordingly, the Company will begin recording interest expense at the increased rate effective Jan. 1, 2010. As reported by the TCR on Aug. 10, 2011, Homeland Security entered into a Forbearance Agreement by and among YA Global Investments, L.P., as lender, Homeland Security Advisory Services, Inc., Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant to which the Lender agreed to forbear from exercising its rights and remedies under the Financing Documents and applicable law with respect to one or more Events of Default that have occurred and are continuing as a consequence of the Company having failed to pay, when due at maturity, all outstanding principal and accrued and unpaid interest under the Company's outstanding debt with the Lender. HOMER CITY: Moody's Lowers Rating on Pass Through Bonds to 'B2' --------------------------------------------------------------- Moody's Investors Service downgraded Homer City Funding LLC's (Homer City or Project) pass through bonds to B2 from Ba3. The outlook remains negative. RATINGS RATIONALE The rating action reflects the final Cross State Air Pollution Rule (CSAPR) finalized in July 2011 that is likely to have a substantial negative impact on Homer City starting in 2012 and 2013. Homer City expects to receive only 22% of the allowances it requires for typical operations. Moody's estimates that the incremental cost of emissions could be around $90 million based on EPA's estimate of emission costs and assuming 'normal' operations typical over the last several years. These additional costs could result in significant deterioration in the project's senior rent coverage ratio from the 1.7-1.8 times previously expected and to potentially below 1.0 times in 2012. For 2013, Moody's expects senior rent coverage above 1 times based on a decrease in senior debt service and an increase in capacity revenues. That said, the ultimate impact of CSAPR on the Project's financial metrics is uncertain given potential changes to Homer City's operational profile, final emission costs and changes in wholesale energy prices. Additionally, Moody's acknowledges multiple legal challenges to CSAPR and political pressure that could result in delays or modification to CSAPR. On October 6, the US EPA proposed modifications to CSAPR such as delaying the 'assurance penalty' provision until 2014 instead of 2012. Moody's views these proposed changes as a modest benefit to the Project. The rating downgrade also incorporates the effective need for the Project to install SO2 emissions control equipment by 2014 to meet CSAPR requirements for two of the project's three units and substantial uncertainty regarding the source and form of the additional $600-700 million of capital needed by the Project. If the Project is unable to source additional capital and install the necessary emission equipment, Moody's incorporates the assumption that Unit 1 and 2 would not be able to meet CSAPR's 2014 emissions restrictions and would be retired. Additionally, Moody's recognizes that the current financing structure allows for up to $300 million of additional senior indebtedness subject to certain conditions. Further pressuring the project's rating is the major forced outage for two of the project's units for roughly 2-3 months in early 2011, the deterioration of parent company Edison Mission Energy's (EME) credit quality, the minimal energy hedging at the project for the 2012-2013 time frame and 40% drop in capacity prices in the most recent PJM capacity auction. The negative outlook considers uncertainty regarding the Project's credit deterioration if CSAPR is fully implemented under its current form, the potential for below 1.0 times senior rent coverage starting in 2012, and uncertainties on the source and form of additional capital necessary to fund environmental capital expenditures. The rating could stabilize if Homer City is able to source the additional required capital for environmental control equipment while sustaining financial metrics in the high end of the 'B' category, if Homer City is able to substantially extend its hedging, if the Project improves its operating performance and if EME's credit quality were to improve. The rating could be downgraded if Homer City is unable to source additional capital to fund its required environmental capital expenditures or if Homer City is unable to maintain financial metrics comfortably in the 'B' category after 2012. Homer City Funding LLC is a Delaware limited liability company and special purpose funding vehicle created for the purpose of engaging in a sale-leaseback transaction involving 1,884 megawatts (MW) leased by EME Homer City Generation L.P (EME Homer City). EME Homer City is an indirect wholly-owned subsidiary of Edison Mission Energy (EME: B3 Corporate Family Rating). EME, an independent power producer, is a wholly owned subsidiary of Edison International (EIX: Baa2 Issuer Rating). The principal methodology used in this rating was Power Generation Projects published in December 2008. The last rating action was on February 3, 2011 when Homer City's rating was downgraded to Ba3 from Ba2. HORIZON LINES: Completes Comprehensive Refinancing -------------------------------------------------- Horizon Lines, Inc., completed a comprehensive refinancing of the Company's entire capital structure. The new capital structure addresses the Company's financial needs by providing adequate liquidity to fund continuing operations and the ability to achieve substantial additional debt reduction. "We now have a new capital structure that eliminates the refinancing uncertainty faced by our company over the past several months and better positions us for the future," said Stephen H. Fraser, president and chief executive officer. "We have put in place a solid financial foundation that affords us the opportunity to grow our business and significantly reduce debt over time." The terms of the recapitalization, which results in a $652.8 million financial restructuring, consist of the following: * Certain holders of the 4.25% convertible senior notes due 2012 and certain other parties purchased $225.0 million of 11.00% first-lien secured notes. The notes mature in October 2016, and are callable at 101.5% of the aggregate principal plus accrued and unpaid interest in year one, and at par plus accrued and unpaid interest thereafter. * Certain holders of the 2012 convertible notes and certain other parties also purchased $100.0 million of second-lien secured notes, maturing in October 2016. The second-lien notes bear interest, payable semi-annually at a rate of 13.00% per annum if paid in cash, 14.00% per annum if paid 50% in cash and 50% in kind, and 15.00% per annum if paid in kind, at the Company's option. The $100.0 million amount includes second-lien notes that were issued in exchange for a $25.0 million bridge loan that was entered into in September 2011, with the remaining $75.0 million issued at par. The new second-lien secured notes are non callable for two years. After that, they are callable at 106% of the aggregate principal plus accrued and unpaid interest in year three, at 103% plus accrued and unpaid interest in year four, and at par plus accrued and unpaid interest thereafter. * Additionally, the Company and its subsidiaries entered into a new, $100.0 million, asset-based revolving credit facility arranged through Wells Fargo Capital Finance, LLC, to provide liquidity for continuing operations. Availability under the ABL facility is based on a percentage of eligible accounts receivable, up to a maximum of $100.0 million. The ABL facility matures in October 2016, although the maturity will accelerate by 90 days if the first-lien notes and second-lien notes have not been repaid, refinanced or defeased by that date. The ABL facility bears interest at a floating rate based on a specified spread over LIBOR. The initial rate will be LIBOR plus 3.25%. No amounts were drawn at the closing date, although there were $19.1 million of outstanding letters of credit under the ABL facility, with $67.1 million available for borrowing. * The company also completed its exchange offer and consent solicitation, in which $178.8 million of new 6.00% Series A convertible senior secured notes due April 15, 2017, $99.3 million of new 6.00% Series B mandatorily convertible senior secured notes, and $49.7 million of common stock and warrants, issued at $1.00 par value, were exchanged for the $327.8 million of 2012 convertible notes that were validly tendered in the exchange offer. In total, 99.3% of the $330.0 million of 2012 convertible notes were validly tendered in the exchange offer. Interest on the new notes is payable semi?annually in cash. The Series A Notes are convertible at the option of the holders, and at the Company's option under certain circumstances beginning on the one-year anniversary of their issuance, into shares of common stock or warrants. The Series B Notes are mandatorily convertible into shares of the Company's common stock or warrants in two equal installments of approximately $49.7 million each on the three-month and nine-month anniversaries of the consummation of the exchange offer, subject to certain conditions. "We greatly appreciate the support of our note holders, previous lender group and the new lenders to facilitate this comprehensive and complex refinancing in an orderly and timely manner," said Michael T. Avara, executive vice president and chief financial officer. "We also are grateful to our teams of advisors from Kirkland & Ellis LLP and Moelis & Company for their expert advice, creativity and diligence through this arduous process. Our thanks further extends to Paul, Weiss, Rifkind, Wharton & Garrison LLP and Houlihan Lokey, who were the legal and financial advisors, respectively, to the holders of the 2012 convertible notes, for their important contributions." In the exchange offer, the Company issued 25.1 million shares of common stock and 24.6 million warrants, based on the U.S. citizenship verifications of the participating 2012 convertible note holders. Under terms of the new notes, and subject to certain conditions, the Company has the right to convert the new Series B Notes into $49.7 million of common stock or warrants at approximately $0.73 per share after Jan. 5, 2012, and another $49.7 million of common stock or warrants at approximately $0.73 per share after July 5, 2012. After Oct. 5, 2012, subject to certain conditions, the Company has the right to convert into common stock or warrants the new Series A Notes at its option, in whole or in part, and from time to time, at approximately $0.45 per share, plus accrued and unpaid interest, provided that the 30-trading-day, volume-weighted average price of the common stock is at least $0.63 per share at the conversion date. Proceeds from the first-lien notes and the second-lien notes were used, among other things, to satisfy in full the Company's obligations outstanding under its previous first-lien revolving credit facility and term loan, which totaled $265.0 in principal and $1.4 million in accrued interest and fees. In connection with the consent solicitation, holders of old notes consented to amend the indenture related to the 2012 convertible notes, and the Company and the trustee executed a supplemental indenture, removing or amending substantially all of the restrictive covenants, as well as modifying certain of the events of default and various other provisions contained in the old indenture. A full-text copy of the Form 8-K is available for free at: http://is.gd/0Doe3E About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. The Company's balance sheet at June 26, 2011, showed $794.96 million in total assets, $793.45 million in total liabilities, and a stockholders' deficit of $1.51 million. The Company expects to experience a covenant breach under the Senior Credit Facility in connection with the amended financial covenants upon the close of the third fiscal quarter of 2011. As reported in the TCR on March 30, 2011, Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt Horizon Lines' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 26, 2010. The independent auditors noted that there is uncertainty that Horizon Lines will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. * * * As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Horizon Lines Inc. to 'SD' from 'CCC'. The rating action on Horizon Lines follow the company's decision to defer the interest payment on its $330 million senior convertible notes due August 2012, exercising the 30-day grace period. "Under our criteria, we view failure to make an interest payment within five business days after the due date for payment a default, regardless of the length of the grace period contained in an indenture," said Standard & Poor's credit analyst Funmi Afonja. HORIZON LINES: Moody's Revises PDR to 'Caa2\LD'; Outlook Stable --------------------------------------------------------------- Moody's Investors Service revised Horizon Lines, Inc.'s Probability of Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in recognition of the completed debt restructuring which will result in losses for the holders of its existing $330 million of convertible senior unsecured notes due 2012. Moody's raised Horizon's Corporate Family Rating to Caa2 from Caa3 to reflect the company's somewhat improved credit profile following the restructuring of its debt capital. Moody's also assigned B2 and Caa2 ratings, respectively, to the company's new first lien and second lien senior secured notes, each due in 2016. Moody's will remove the LD modifier on the PDR after three business days. In addition, Moody's assigned a Speculative Grade Liquidity Rating of SGL-3. The ratings outlook is stable. Moody's will withdraw its ratings on the company's previously rated debt, all of which have been settled in the restructuring. Upgrades: Issuer: Horizon Lines, Inc. -- Probability of Default Rating, Upgraded to Caa2/LD from Caa3 -- Corporate Family Rating, Upgraded to Caa2 from Caa3 Assignments: Issuer: Horizon Lines, Inc. -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Senior Secured Regular Bond/Debenture, Assigned B2, 19 ? LGD2 -- Senior Secured Regular Bond/Debenture, Assigned Caa2, 52 ? LGD4 Withdrawals: Issuer: Horizon Lines, Inc. -- Senior Secured Bank Credit Facility, Withdrawn, previously rated B3, LGD2, 19 % -- Senior Secured Bank Credit Facility, Withdrawn, previously rated B3, LGD2, 19 % -- Senior Unsecured Conv./Exch. Bond/Debenture, Withdrawn, previously rated Ca, LGD5, 83% Outlook Actions: Issuer: Horizon Lines, Inc. -- Outlook, Changed To Stable From Negative RATINGS RATIONALE The Caa2 Corporate Family rating considers post-refinancing credit metrics that are indicative of the Caa rating category. Horizon maintains leading positions in its core Jones Act markets and provides a key link in its customers' distribution chains and the geographic regions it serves. However, earnings and cash flows remain exposed to the economic cycle and could face increasing pressure in upcoming quarters as economic growth remains muted. The losses on the company's fast service from Asia to the U.S. West coast are significant and in Moody's view unsustainable. Weakening demand for international freight, excess capacity in the trans-Pacific liner trade and the small size of Horizon's fleet of five vessels make this service untenable in Moody's view. The Caa2 rating considers the drag of the FSX service on cash flow generation, including the $32 million of annual charterhire for the five ships. Moody's believes the company will continue to be hard pressed to profitably deploy these five vessels. Liquidity is adequate and supports the rating assignment. The Probability of Default rating of Caa2\LD reflects the completion of an offer to exchange the company's existing $330 million of convertible unsecured notes for a new issue of $280 million of convertible secured notes due 2017 (not rated). Certain of the existing convertible noteholders and other parties are providing the new debt capital in the out-of-court restructuring except for a new, syndicated $100 million ABL revolver due 2016 (not rated). The existing first lien credit facility was paid in full with the proceeds of the new rated notes. The existing noteholders will initially receive 50 million shares of Horizon stock, with a stipulated value of $1.00 per share. The exchange of the notes for less than $330 million in cash results in Moody's deeming a default on this instrument for credit rating purposes. The stable outlook reflects Moody's belief that growth in demand in the company's traditional Jones Act markets will remain muted throughout 2012. Moody's anticipates that these operations will contribute positive earnings and cash flows; however, a significant portion thereof will likely fund expenses related to the FSX service rather than be available to reduce debt to strengthen credit metrics. The stable outlook also considers the benefits to leverage and interest expense in 2012 as $100 million of the new unrated 6% convertible secured notes mandatorily convert to equity within the first nine months of the refinancing. The ratings could be upgraded if Horizon is able to mitigate the losses of the FSX service, leading to the expansion of earnings and return of positive free cash flow generation. Free cash flow at levels that allows the company to meet payments due on previously agreed legal settlements and potential future settlements with the opt-out plaintiffs affected by the price- fixing violations in the Puerto Rico trade lane and to repay debt to de-lever the balance sheet could positively pressure the ratings. Moody's does expect modest improvement in credit metrics within the Caa rating category in 2012 because of the $100 million of debt reduction due to the mandatory conversion of a portion of the new convertible notes. However, Moody's will more heavily weight improvements in operating results when considering potential positive rating actions. Free cash flow of at least $25 million per year, an EBIT margin of at least 4.0%, Debt to EBITDA sustained below 7.2 times or Funds from Operations + Interest to Interest of at least 2.0 times could lead to an upgrade of the ratings. The inability to reverse the negative earnings and negative cash flow generation that has plagued the company since the inception of its FSX service at the beginning of 2011 would exert downwards pressure on the ratings. Debt to EBITDA that is sustained above 8.5 times or FFO + Interest to Interest below 1.2 times could lead to a downgrade of the ratings. The principal methodology used in rating Horizon was the Global Shipping Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Horizon Lines, Inc. ("Horizon") based in Charlotte, North Carolina, through its wholly-owned indirect operating subsidiary, Horizon Lines, LLC, currently operates 11 of its 15 Jones Act qualified U.S. flag container ships in Jones Act liner services between the continental United States and either Alaska, Hawaii, or Puerto Rico and five U.S. flag container ships between the Far East, U.S. West coast and Guam. HUSSEY COPPER: Lowenstein Sandler Representing Creditors -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Hussey Copper Corp. had an official creditors' committee with seven members appointed last week. The panel selected Lowenstein Sandler PC, a law firm from Roseland, New Jersey, to serve as committee counsel. Members of the committee include the steel workers' union and an affiliate of Sims Metal Management Ltd. Mr. Rochelle discloses that Hussey began relations with the committee contentiously by filing a lawsuit in bankruptcy court on Oct. 7 against the Sims affiliate. The complaint contends that Sims affiliate Metal Management Pittsburgh Inc. received payment before bankruptcy for $840,000 in copper that wasn't shipped. Mr. Rochelle notes that absent a better offer at auction, Hussey is using Chapter 11 to sell the business for $84.7 million to a buyer named KHC Acquisition Corp. under a contract worked out before bankruptcy. According to the sale contract, the buyer is related to Kataman Metals LLC from St. Louis and Cobalt Ventures from Louisville, Kentucky. The hearing to approve sale procedures is set for Oct. 18. About Hussey Copper Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of the leading manufacturers of copper products in the United States. Hussey Copper was founded in Pittsburgh in 1848. The Company and its affiliates, which operate one manufacturing facility in Leetsdale and two facilities in Eminence, Kentucky, manufacture "a wide range of value-added copper products and copper-nickel products. The Company has more than 500 full-time employees. Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del. Case No. 11-13010) on Sept. 27, 2011. Five other affiliates also filed separate petitions (Case Nos. 11-13012 to 11-13016). Hussey Copper Ltd. estimated $100 million to $500 million in assets and debts. Hussey Copper Corp. estimated up to $50,000 in assets and up to $100 million in debts. Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the Debtors. Donlin Recano & Company Inc. is the claims and notice agent. INNKEEPERS USA: Cerberus in Advanced Talks on Lower Price --------------------------------------------------------- The Wall Street Journal's Joseph Checkler reports that Cerberus Capital Management LP and Innkeepers USA Trust are now in advanced talks on a lower price for Innkeepers' portfolio of 64 hotels, according to people familiar with the matter. The Journal relates Innkeepers lawyers pushed back the start of the proceeding until at least Tuesday as they try to work out a lower price. According to the Journal, one person familiar with the matter said that discussions over a lower price heated up over the weekend, and another person said the two sides hope to come to an agreement by the end of the day Monday. "The parties are in negotiations but no settlement has been reached yet," said Marc Beilinson, Esq., chief restructuring officer for Innkeepers, according to the Journal. "The trial is currently set to begin [Oct. 11] at 10 a.m., and Innkeepers will be fully prepared to proceed with litigation if a settlement is not reached [Mon]day." The bankruptcy court was set to hold the three-day trial -- starting Monday -- over a lawsuit Innkeepers filed against Cerberus and Chatham. Cerberus Sale Collapses In June 2011, the Bankruptcy Court confirmed Innkeepers' chapter 11 plan of reorganization. The Plan is premised on the sale of the Company's hotel portfolio. A joint venture between the private-equity firm Cerberus Capital Management, L.P. and the real estate investment trust Chatham Lodging agreed to purchase for roughly $1.12 billion the equity in entities that own and operate 65 of the Company's hotels. Cerberus and Chatham agreed to pay $400.5 million cash and assume about $723.8 million mortgage debt for the hotels. Chatham Lodging also agreed to purchase for $195 million, five of the Company's hotels that serve as collateral for loan trusts serviced by LNR Partners LLC. The deal for the five hotels closed in July 2011. Cerberus and Chatham on Aug. 19 terminated a deal to acquire a portfolio of Innkeepers USA Trust's hotels. In a statement, Cerberus and Chatham said they had abandoned the deal "as a result of the occurrence of a condition, change or development that could reasonably be expected to have a material adverse effect" on Innkeepers' business, operations or financial condition, among other things. The deal had a Sept. 15, 2011 deadline to close. Cerberus and Chatham are required to pay a $20 million termination fee under the bankruptcy court-approved asset purchase agreement. Innkeepers insists that no changes have occurred to the hotel owner's business that would trigger the "material adverse effect" clause in the buyout's contract. The Debtors filed a complaint against Cerberus, Chatham Lodging Trust and other related defendants for breach of contract and other claims for reneging on their commitment to acquire 64 hotels from Innkeepers. The lawsuit is Innkeepers USA Trust v. Cerberus Four Holdings LLC (In re Innkeepers USA Trust), 11-02557, U.S. Bankruptcy Court, Southern District New York (Manhattan). Innkeepers USA has won an extension until Nov. 10 of its exclusivity periods to file a plan free from the threat of a rival proposal. Originally, Innkeepers was going to ask for an extension until Jan. 12 to file a plan and March 19 to solicit credit or votes on the proposal, but a lawyer said the company had scaled the request back to Nov. 10 and would come to court just before that if it needs more time. The lawsuit is INNKEEPERS USA TRUST, et al., v. CERBERUS SERIES FOUR HOLDINGS, LLC, CHATHAM LODGING TRUST, INK ACQUISITION LLC, AND INK ACQUISITION II LLC, Adv. Proc. No. Case No. 11-02557 (Bankr. S.D.N.Y.). Attorneys for Cerberus are Alan R. Glickman, Esq., Howard O. Godnick, Esq., Adam C. Harris, Esq., and Michael E. Swartz, Esq., at Schulte Roth & Zabel LLP, in New York, serve as counsel. Attorneys at Wachtell, Lipton, Rosen & Katz, serve as counsel to Chatham. The Wall Street Journal's Mike Spector and Eliot Brown reported in September that people familiar with the matter said creditors Five Mile Capital Partners LLC and a unit of Lehman Brothers Holdings Inc. are in discussions to acquire the 64 remaining hotels in a possible deal valued at more than $1 billion. About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and 91 affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred $1.29 billion of secured debt. Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, D.C., serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. Attorneys at Morrison & Foerster, LLP, represent the Official Committee of Unsecured Creditors. IRED ELMHURST: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: IRED Elmhurst, LLC 111 W. 3rd Street Elmhurst, IL 60126 Bankruptcy Case No.: 11-40662 Chapter 11 Petition Date: October 5, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Eugene R. Wedoff Debtor's Counsel: James R. Irving, Esq. DLA PIPER LLP US 203 North LaSalle Street Chicago, IL 60611 Tel: (312) 368-4000 E-mail: jim.irving@dlapiper.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ First Midwest Bank Bank Loan $12,026,890 care of: Bayview Loan Servicing, LLC Attn: Andrew Ghezzi 4425 Ponce De Leon Blvd., Suite 500 Coral Gables, FL 33146 The petition was signed by Anthony A. Casaccio, president of manager and sole member of Debtor. J. CREW: Bank Debt Trades at 13% Off in Secondary Market -------------------------------------------------------- Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 86.61cents-on-the- dollar during the week ended Friday, Oct. 7, 2011, a drop of 2.92 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 10, 2018, and carries Moody's B1 rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About J. Crew J. Crew -- http://www.jcrew.com/-- is a nationally recognized apparel and accessories retailer that differentiates itself through high standards of quality, style, design and fabrics with consistent fits and authentic details. J. Crew is an integrated multi-channel, multi-brand specialty retailer that operates stores and websites to consistently communicate with its customers. The Company designs, markets and sells its products, including those under the J. Crew, crewcuts and Madewell brands, offering complete assortments of women's, men's and children's apparel and accessories. Its customer base consists primarily of affluent, college educated, professional and fashion-conscious women and men. In 2011, J. Crew expanded its international e-commerce to include shipping to the United Kingdom, while continuing to ship anywhere in the U.S., Canada and Japan. For the year ended Jan. 29, 2011, J. Crew reported net income of $121.5 million on total revenues of $1.72 billion compared with net6 income of $123.4 million on total revenues of $1.58 billion in 2010. As of Jan. 29, 2011, the Company's balance sheet showed $860.2 million in total assets, $349.0 million in total liabilities and $511.1 million in total stockholders' equity. JAMES RIVER: Steelhead Partners Discloses 9.9% Equity Stake ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Steelhead Partners, LLC, and its affiliates disclosed that they beneficially own 3,555,000 shares of common stock of James River Coal Company representing 9.9% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/UJVo1d About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. The Company's balance sheet at June 30, 2011, showed $1.42 billion in total assets, $974.64 million in total liabilities and $453.47 million in total shareholders' equity. * * * James River carries a 'B' corporate credit rating from Standard & Poor's Ratings Services, and 'B3' corporate family rating from Moody's Investors Service. As reported by the TCR on March 25, 2011, Moody's Investors Service upgraded James River Coal Company's Corporate Family Rating to 'B3' from 'Caa2'. The rating upgrade reflects post- acquisition potential for significant increase in JRCC's metallurgical coal production, increase in operational diversity within Central Appalachia, and greater access to export markets. The S&P corporate rating was upgraded from 'B-' in March 2011. "The upgrade reflects S&P's view that the IRP acquisition provides James River Coal exposure to the attractive metallurgical coal market," said Standard & Poor's credit analyst Fred Ferraro. "The acquisition also adds management experience in overseas marketing, and expands the company's reserve life. Furthermore, S&P expects that it will be funded in a way that is consistent with the current capital structure so as to maintain the current credit metrics." JGWPT HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned a Corporate Family Rating of B3 to JGWPT Holdings, LLC, the new post-merger parent company of Peach HI, LLC, JG Wentworth, LLC and their respective subsidiaries. In addition, Moody's assigned a B3 rating to the term loan issued by Peach HI, LLC. The outlook is stable. Moody's also withdrew the Corporate Family Rating of C on Peach HI, LLC. These rating actions conclude the review for possible upgrade initiated on July 22, 2011. RATINGS RATIONALE The rating reflects JGWPT's leading market position in its core structured settlements payment purchasing business, which is characterized by high profit margins and high barriers to entry. Moody's believes that post-merger operating cost synergies will benefit the Company's operating cash flows and profitability. The rating also reflects the strong asset quality of structured settlement payments. Counterbalancing these attributes is the Company's substantial dependence on confidence-sensitive wholesale funding markets, in particular the securitization market, and its focus on purchasing illiquid financial assets, primarily of structured settlement payment streams. The pressures on the legacy companies' ability to originate assets and access liquidity during the interruption in securitization markets in 2008-2009 highlight the risks embedded in JGWPT's funding structure. In addition, the Company's assets are encumbered and JGWPT has a limited tangible capital cushion, restricting its operating and financial flexibility. Moody's notes that the structured settlement and life settlement industries have been prone to regulatory scrutiny and lawsuits. However, all JGWPT's purchases of structured settlement payments are approved by a Court judge that assigns payment of the annuity to the buyer, partially mitigating the regulatory and legal exposure. The stable outlook reflects Moody's expectation that the Company will generate sufficient cash flows to meet its near-term debt obligations (though the November 2013 maturity of its term loan facility looms as a challenge), while maintaining historic purchase yields in its primary business lines. The principal methodology used in this rating was Analyzing The Credit Risks Of Finance Companies published in October 2000. JJR REALTY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: JJR Realty LLC 6 Oak Drive Provincetown, MA 02657 Bankruptcy Case No.: 11-19482 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Nina M. Parker, Esq. PARKER & ASSOCIATES 10 Converse Place Winchester, MA 01890 Tel: (781) 729-0005 Fax: (781) 729-0187 E-mail: nparker@ninaparker.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 John M. Reis, manager. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- GH Developers, LLC 10/04/11 JK HARRIS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: JK Harris & Company, LLC 208A St. James Avenue Goose Creek, SC 29445 Bankruptcy Case No.: 11-06254 Chapter 11 Petition Date: October 7, 2011 Court: U.S. Bankruptcy Court District of South Carolina (Charleston) Judge: John E. Waites Debtor's Counsel: G. William McCarthy, Jr., Esq. MCCARTHY LAW FIRM, LLC 1517 Laurel Street (29201) P.O. Box 11332 Columbia, SC 29211-1332 Tel: (803) 771-8836 Fax: (803) 753-6960 E-mail: bmccarthy@mccarthy-lawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/scb11-06254.pdf The petition was signed by John K. Harris, managing member. Affiliate that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- JKH Holding Co., LC 11-06255 JK Harris Small Business Services, LLC 11-06256 JMR DEVELOPMENT: Section 341(a) Meeting Scheduled for Oct. 21 ------------------------------------------------------------- The U.S. Trustee will convene a meeting of creditors in JMR Development's Chapter 11 case on Oct. 21, 2011, at 1:00 p.m. The meeting will be held at the 341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan, Puerto Rico. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Individuals and entities has until Jan. 19, 2012, to file proofs of claim against the Debtor. Government proof of claim is due by March 18, 2012. About JMR Development Group, Corp. Cabo Rojo, Puerto Rico-based JMR Development Group, Corp. filed for Chapter 11 protection (Bankr. D.P.R. Case No. 11-07907) on Sept. 16, 2011. As of the Petition Date, the Debtor scheduled assets of $12,732,474 and debts of $48,587,611. The Debtor is represented by: 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 Debtor-affiliate, JMR Tourist Development Group, Corp., also filed for Chapter 11 protection (Bankr. D.P.R. Case No. 11-07911) on Sept. 16, 2011. The Debtor scheduled assets of $5,432,693 and debts of $79,484,465. The petitions were signed by Jorge III Medina Ramirez, president. KINETIC CONCEPT: Moody's Assigns Caa1 Rating to Sr. Unsec. Notes ---------------------------------------------------------------- Moody's Investors Service (Moody's) has assigned a B3 rating to the $1.65 billion of second lien notes and a Caa1 rating to the $900 million of senior unsecured notes that will be used to fund the proposed LBO of Kinetic Concepts, Inc. (KCI). Also, Moody's upgraded the rating on the $2.4 billion first lien credit facility to Ba2 from Ba3 because $400 million of the first lien loan was reallocated to the junior tranches of the capital structure, providing greater first loss absorption to the first lien debt, consistent with Moody's Loss Given Default Methodology. The Corporate Family (CFR) and Probability of Default Ratings remain B2 and the ratings outlook is stable. On July 13, 2011, a consortium of funds including Apax Partners and controlled affiliates of Canada Pension Plan Investment Board and Public Sector Pension Investment Board announced that they had entered into a definitive agreement to acquire KCI through acquisition vehicle Chiron Merger Sub, Inc. (Chiron) in a transaction valued at $6.3 billion before costs and expenses. Ratings actions for Chiron Merger Sub, Inc.: Upgraded proposed $2.2 billion first lien term loan due 2018, to Ba2 (LGD2, 21%) from Ba3 (LGD2, 26%) Upgraded proposed $200 million first lien revolver due 2016, to Ba2 (LGD2, 21%) from Ba3 (LGD2, 26%) Assigned B3 (LGD4, 68%) to proposed $1.65 billion second lien notes due 2019 Assigned Caa1 (LGD6, 92%) to proposed $900 million senior unsecured notes due 2019 Existing ratings of KCI will be withdrawn upon closing of the transaction and ensuing repayment of outstanding debt obligations. The new ratings are subject to successful completion of the proposed transaction and Moody's review of final documentation. RATINGS RATIONALE The B2 CFR reflects high financial leverage (debt / EBITDA) and modest interest coverage on a pro forma basis, despite KCI's relatively strong profitability margins and good near-term liquidity profile. The transaction will add about $3.5 billion of incremental debt to the capital structure, raising financial leverage to approximately 6.7 times using Moody's standard adjustments. Additionally, KCI faces product concentration risk, declining revenues in the therapeutic support systems segment, and risks associated with increasing competitive and reimbursement pressures for the Vacuum Assisted Closure (V.A.C.) franchise, which comprises about 70% of the company's revenues. The ratings benefit from KCI's considerable scale and the proven clinical efficacy of the V.A.C. product for use in intractable wounds, and the large addressable markets of KCI's wound care and regenerative medicine products. The stable ratings outlook incorporates modest competitive and pricing pressure on V.A.C. products, partially offset by anticipated volume growth from new product introductions and international expansion. Given reimbursement uncertainties, competitive pressures and KCI's high financial leverage, Moody's does not anticipate a ratings upgrade in the near-term. However, Moody's could upgrade the ratings if more clarity arises within the reimbursement environment and KCI were to diversify its product base, achieve consolidated organic revenue growth, maintain gross margins, and reduce debt such that financial leverage were to fall below 5.5 times and free cash flow to debt were to exceed 5%, both on a sustained basis. Moody's could downgrade the ratings if competitive or pricing/reimbursement pressures resulted in material top-line deterioration or margin contraction such that financial leverage was not maintained below 6.5 times or if Moody's expected sustained negative free cash flow. The principal methodologies used in this rating were Global Medical Products & Device Industry published in October 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Kinetic Concepts, Inc., headquartered in San Antonio, Texas, is a global medical technology company with leadership positions in advanced wound care, regenerative medicine and therapeutic support systems (i.e., medical beds). The company's advanced wound care systems incorporate proprietary V.A.C. technology. KCI reported revenues of approximately $2.1 billion for the twelve months ended June 30, 2011. KL ENERGY: Alan Rae Resigns as Board of Directors Chairman ---------------------------------------------------------- Alan Rae resigned as Chairman of the Board of Directors of KL Energy Corporation in order to devote more time to developing new business interests effective Oct. 7, 2011. Mr. Rae remains as a director. Mr. Pedro de Boeck, a director of the Company since June 2010, was appointed as the new Chairman of the Board. About KL Energy Corporation Based in Rapid City, South Dakota, KL Energy Corporation -- http://www.klenergycorp.com/-- formerly known as Revive-it Corp., focuses on developing unique technical and operational capabilities designed to enable the production and commercialization of biofuel, in particular ethanol from cellulosic biomass. The Company also plans to provide contracted engineering and project development services to third party customers. The Company's balance sheet at June 30, 2011, showed $4.67 million in total assets, $21.28 million in total liabilities and a $16.61 million total stockholders' deficit. The Company reported a net loss of $20.90 million on $4.07 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $8.25 million on $0 of revenue during the prior year. As reported by the TCR on March 23, 2011, Ehrhardt Keefe Steiner & Hottman PC expressed substantial doubt about the Company's ability to continue as a going concern. Ehrhardt Keefe noted that the Company has suffered recurring losses and has an accumulated deficit. Accordingly, unless the Company raises additional working capital, obtain project financing or revenues grow to support the Company's business plan, the Company may be unable to remain in business. KOLORFUSION INT'L: Wins Confirmation of Bootstrap Chapter 11 Plan ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Kolorfusion International Inc. won confirmation of an old-fashioned bootstrap Chapter 11 plan last week. Most companies these days either sell their assets or find themselves snapped up by bondholders in debt-for-equity exchanges. Smaller companies like Denver-based Kolorfusion find themselves left to their own devices because major players in the financial markets don't have interest in small companies. Kolorfusion's plan promises to give unsecured creditors with $2.3 million in claims a pro rata share of half of net profits over the next five years. The disclosure statement didn't venture a guess about the percentage recovery. Other creditors, like equipment lessors and lenders, agreed to restructure their obligations. Shareholders retain their stock. About Kolorfusion International Kolorfusion International, Inc., (pinksheets:KOLR) owns, develops and markets a system for transferring color patterns to metal, wood, glass and plastic products. "Kolorfusion" is a process that allows the transfer of colors and patterns into coated metal, wood and glass and directly into plastic surfaces of virtually any shape or size. The creation of a pattern to be part of a product's surface is designed to enhance consumer appeal, create demand for mature products, achieve product differentiation and customization and as a promotional vehicle. Kolorfusion filed for voluntary Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 10-28857) on July 27, 2010. The Law Office of Bonnie Bell Bond, LLC, in Greenwood Village, Colorado, serves as the Debtor's counsel. The company disclosed assets of $445,000 against debt totaling $2.3 million. LAZARD GROUP: Moody's Assigns 'Ba2' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service changed to positive from stable the rating outlook on Lazard Group LLC (senior debt at Ba2). Moody's also assigned a Corporate Family Rating of Ba2 to the company. Lazard Group LLC is an intermediate holding company of the publicly-traded Lazard Ltd. Through its subsidiaries, Lazard's principal operating activities are financial advisory and asset management. Rating Rationale Moody's said the positive outlook reflects the fact that Lazard is beginning to evidence better compensation discipline throughout the industry cycle and Moody's expects this discipline to be maintained in a weaker revenue environment. Lazard's compensation costs (adjusted) stood at 75% of revenues in fiscal year 2009, but had been reduced to 58% of revenues for the six month period ending June 30, 2011. Moody's expects that investment banking advisory pipelines will be reduced for the second half of fiscal 2011 over the first half, reflecting continued uncertainties over the global economy and shrinking access to merger financing, which may also hamper M&A activity. This could lead to reduced revenues at Lazard over the next twelve to eighteen months, the normal time period for a rating outlook. "Lazard's ability to control compensation expense in a tougher industry environment will be a key factor that could lead to a rating upgrade," said Al Bush, Moody's senior analyst. Lazard's Ba2 ratings reflects the company's strong financial advisory franchise focused on global M&A and restructuring practices, as well as its improved position in asset management. Moody's also considers Lazard's strong cash position, its simple balance sheet and the low capital intensity of most of its businesses in its assessment. Finally, the rating also incorporates Lazard's level of indebtedness and its inconsistent profitability over the past several years. On a GAAP basis, Lazard reported $140 million in net income for the first six months of 2011. The principal methodology used in this rating was Global Securities Industry Methodology published in December 2006. LEHMAN BROTHERS: Wants to Enter Into Bond Safeguard Settlement -------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors, including Lehman Commercial Paper Inc., seek permission from the United States Bankruptcy Court for the Southern District of New York to enter into a settlement with Bond Safeguard Insurance Company and its affiliate, Lexon Insurance Company. Prior to the commencement of the Debtors' Chapter 11 cases, LCPI and three non-Debtor Lehman affiliates, Lehman ALI, Inc., OVC Holdings LLC, and Northlake Holdings LLC provided approximately $1.8 billion in senior secured financing to certain subsidiaries and affiliates of SCC Acquisitions, Inc., pursuant to various separate loan agreements. The Financing was used to acquire and develop certain real estate projects located in California. After the Petition Date, certain of those SCC Acquisitions subsidiaries and affiliates became involuntary debtors in cases under Chapter 11 in the United States Bankruptcy Court for the Central District of California. Prior to the commencement of the SunCal Debtors' Chapter 11 cases, Arch Insurance Company and Bond Safeguard issued certain surety bonds, including subdivision, payment, performance and other bonds, in connection with the SunCal Debtors' development of certain of the SunCal Properties. The Bond Issuers contend that they are owed tens of millions of dollars in respect of the Project Bonds and have asserted claims exceeding $200 million, in the aggregate, against the SunCal Debtors. As previously reported, the Lehman Creditors and the SunCal Trustee proposed a Chapter 11 plan for eight of the SunCal Involuntary Debtors and certain of the Lehman Creditors proposed a plan for 11 of the SunCal Voluntary Debtors. Pursuant to their Plan Authority Motion, the Debtors sought, among other things, approval to effectuate the transactions contemplated in the Lehman-SunCal Plans. The hearing to consider confirmation of the Lehman-SunCal Plans is currently scheduled to commence in the California Bankruptcy Court on October 24, 2011. The Lehman-SunCal Plans provide for the consummation of a settlement between the Lehman Creditors, as applicable, and the Bond Issuers. Hence, Lehman has negotiated a settlement, which resolves Bond Safeguard's various claims against the SunCal Debtors. The Bond Safeguard Term Sheet contemplates that the parties will enter into two separate settlement agreements, one with respect to the SunCal Involuntary Debtors and one with respect to the SunCal Voluntary Debtors, each of which will be conditioned upon the confirmation and effectiveness of the applicable Lehman-SunCal Plan, memorializing the terms, provisions and conditions set forth in the Bond Safeguard Term Sheet. A full-text copy of the Bond Safeguard Term Sheet is available for free at: http://bankrupt.com/misc/LBHI_BondSafeguard_TermSheet.pdf In exchange for certain reimbursement and other obligations to be undertaken by the Lehman Parties, the Bond Safeguard Term Sheet contemplates, among other things, (i) full and final settlement of Bond Safeguard's claims against the SunCal Debtors, except as expressly otherwise provided, and (ii) that Bond Safeguard will forego certain distributions on its claims under the Lehman- SunCal Plans and the payment of certain bond premiums in the future. The Debtors believe that entry into the Bond Settlement Agreements is critical to the resolution of Bond Safeguard's claims in the SunCal Debtors' cases and, more importantly, integral to confirming the Lehman-SunCal Plans. Absent a settlement with Bond Safeguard, there could be no assurance that the claims asserted by Bond Safeguard against the SunCal Debtors would not be estimated by the California Bankruptcy Court at an amount or amounts that would exceed certain caps and thresholds provided for in the Lehman-SunCal Plans, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston, Texas, tells Judge Peck. A hearing will be held on October 19, 2011, to consider the request. Objections are due on October 12. 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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 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 Sept. 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. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. 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: Asks Approval of ESP Funding Settlement -------------------------------------------------------- Lehman Brothers Special Financing Inc. and Lehman Brothers Holdings Inc. seek approval of a settlement, the terms of which are reflected in a termination agreement. The Settlement Agreement provides for resolution of all disputes relating to two particular swap transactions among ESP Funding I Ltd., U.S. Bank National Association, successor to Bank of America, N.A., as Trustee, BNP Paribas, London Branch, as the holder of the Class A-1R and Class A-1T1 Notes, Natixis Financial Products LLC, as Advance Swap Counterparty, LBSF and LBHI, and confirms the termination of the Master Agreement and Transactions thereunder as of September 23, 2008. The Debtors believes that the Settlement Agreement is in their best interests, their estates and their creditors. The Official Committee of Unsecured Creditors is fully informed of and supports the Settlement Agreement. The salient terms of the Settlement Agreement are: -- The Trustee on behalf of ESP will pay the confidential settlement amount, without deduction, set-off, or counterclaim, to LBSF; -- Upon payment of the Settlement Amount, each party to the Settlement Agreement, including ESP, the Trustee, the Controlling Class, LBSF and LBHI, agrees to generally release each other party from claims related to the Master Agreement and the Transactions; -- Within 30 days of the Court's approval of this motion, the Trustee and LBSF will submit to the Court a joint stipulation to dismiss with prejudice the interpleader complaint filed by the Trustee and the interpleader counterclaim filed by LBSF; and -- Each party will bear its own costs and expenses relating to the alternative dispute resolution process unless otherwise agreed by the parties. Although LBSF believes its claims against ESP are valid, LBSF has determined that the terms of the Settlement Agreement are in the best interest of its estate, asserts Ralph Miller, Esq., at Weil Gotshal & Manges LLP, in New York. He points out that absent consummation of the Settlement Agreement, LBSF, BNP, Natixis and the Trustee would proceed with litigation, which could include time-consuming and expensive legal proceedings, including potential appeals. A full-text copy of the Settlement Agreement is available for free at: http://bankrupt.com/misc/LBHI_ESP_SettlementAgreement.pdf A hearing will be held on October 19, 2011, to consider the request. Objections are due on October 12. 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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 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 Sept. 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. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. 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 to Terminate Spruce CCS Securitization ------------------------------------------------------------- Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc. seek court approval to enter into a deal, which calls for the termination of the Spruce CCS Ltd. securitization. Spruce CCS is a special purpose entity formed to hold interests in commercial loans and other assets, and to issue securities supported by the cash-flows from those interests. The Lehman units own all of the remaining notes issued by Spruce CCS. Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New York, says the termination of the securitization would allow LCPI to administer the underlying real estate assets held by Spruce CCS and to maximize their value. The lawyer further says the termination is necessary in order to include commercial loans in a collateralized loan obligations (CLO) transaction. Earlier, Judge James Peck approved an agreement, which authorizes the Lehman units to execute CLO transactions and sell their commercial loans. The same agreement authorizes WCAS|Fraser Sullivan Investment Management LLC to manage their commercial loan portfolio and explore issuances of CLOs. "[Lehman] may wish to include certain of the underlying assets in one or more CLOs. Termination of the Spruce securitization is necessary to be able to include such loans in a CLO," Ms. Marcus says in court papers. The proposed deal is formalized in a 9-page agreement, a copy of which is available without charge at: http://bankrupt.com/misc/LBHI_SpruceTerminationDeal.pdf Judge Peck will hold a hearing on October 19, 2011, to consider approval of the termination agreement. The deadline for filing objections is October 12, 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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 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 Sept. 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. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. 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: Proposes to Restructure Zwinger Loan Facility -------------------------------------------------------------- Lehman Commercial Paper Inc. has filed a motion to restructure the EUR328 million mezzanine loan facility it entered into with Zwinger OpCo 6 B.V. LCPI provided financing to Zwinger OpCo, a Dutch company, in 2007 for the acquisition of about 95% of the units in an Italian real estate fund. The proposed restructuring aims to maximize LCPI's recoveries from its debt position in the mezzanine loan facility. The company held a EURO278 million mezzanine debt position as of its bankruptcy filing. LCPI has not been receiving amounts due to it under the mezzanine loan facility due to a non-functioning security agent and the delayed pace of asset sales as a result of the slowdown in the Italian real estate market, according to court filings. Lehman Brothers International (Europe), the largest of Lehman Brothers Holdings Inc.'s foreign affiliates, served as the security agent for the mezzanine loan facility. LBIE has allegedly refused to perform its duties as agent since the filing of its insolvency case in the United Kingdom. The terms of the proposed restructuring are laid out in a term sheet, a copy of which is available without charge at http://bankrupt.com/misc/LBHI_ZwingerTermSheet.pdf Judge James Peck will hold a hearing on October 19, 2011, to consider approval of the proposed restructuring. The deadline for filing objections is October 12, 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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 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 Sept. 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. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. 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: Hawaii Borrowers Drop Motion to Compel ------------------------------------------------------- A group of developers led by WWK Hawaii-Waikapuna LLC withdrew its motion to compel Lehman Brothers Holdings Inc. to either assume or reject their $105 million loan agreement. The developers filed the motion following LBHI's failure to fund the development of 5,700 acres of former sugar plantation land on the Big Island of Hawaii. The company stopped funding the loan after it filed for bankruptcy protection in 2008. Up to that point, the developers had borrowed $43 million of the $105 million. The motion was met with opposition from LBHI and from the Official Committee of Unsecured Creditors, arguing that the developers did not provide any basis to compel the company to prematurely make a decision on assuming or rejecting the loan. 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. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. 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 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 Sept. 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. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. 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) LOCATION BASED TECH: PocketFinder 2.0 Now in Apple's App Store -------------------------------------------------------------- Location Based Technologies, Inc., announced that mobile users can now download the Company's iOS 5-compatible PocketFinder Personal GPS Locators and GPS Vehicle Locator apps for iPhone, iPad and iPod touch free from Apple's App Store at http://is.gd/seAon9 The new PocketFinder App offers virtually the same functionality as the Company's web-based GPS location system. Users are presented with a world map and, using gestures, they can zoom in down to the street level to pinpoint loved ones or vehicles with a typical location accuracy of 10 feet. Each PocketFinder Personal GPS Locator and Vehicle Locator receives over the air updates. As new features become available, the device is automatically updated. The Company's mobile App release complements the Oct. 3, 2011, announcement that PocketFinder Personal and Vehicle GPS locators will be available for purchase this month exclusively from all Apple Retail Stores and the Online Apple Store. "In our highly mobile society, this App for our PocketFinder devices delivers an easy solution that helps you use technology to stay connected to what you value most-children, pets, vehicles and assets?at any time and from almost anywhere," explained Dave Morse, CEO of Location Based Technologies. "With our new mobile Apps for iPhone, iPod touch and iPad, we've made keeping in touch with loved ones as simple as touching a few keys." The mobile PocketFinder GPS mapping application pinpoints the location of all selected PocketFinder Personal and Vehicle Locators. Users can customize the map application by establishing zones that automatically send alerts if a loved one enters or leaves a zone on foot or in a vehicle. In addition, speed alerts can be set that notify users if a vehicle exceeds set speed limits. Alerts are sent instantly via email, SMS text, and push notification. PocketFinder's GPS locator fits easily in a pocket, purse or backpack and provides real-time information that allows users to locate the devices online at any time from almost anywhere. The portable GPS Personal Locators are especially useful in locating children and elderly seniors who might get lost. The devices are as easy to recharge as a cell phone. PocketFinder's GPS Vehicle Locator attaches to automobiles, recreational vehicles, motorcycles, boats, snowmobiles, jet skis- virtually any powered vehicle. It allows users to pinpoint the location of the vehicles as well as their speeds-capabilities especially welcomed by parents of teenage drivers. The compact GPS Vehicle Locator can also help authorities to quickly find a lost or stolen vehicle. About Location Based Technologies Headquartered in Irvine, Calif., Location Based Technologies, Inc. (OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs, develops, and sells personal, pet, and vehicle locator devices and services. As reported in the Troubled Company Reporter on Dec. 22, 2010, Comiskey & Company, in Denver, Colo., expressed substantial doubt about Location Based Technologies' ability to continue as a going concern following its results for the fiscal year ended August 31, 2010. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $28,800,000 and a working capital deficit in excess of $5,900,000. The Company's balance sheet at May 31, 2011, showed $1.77 million in total assets, $7.70 million in total liabilities, and a $5.93 million stockholders' deficit. LOS ANGELES DODGERS: Loses Again on Treatment of Other Clubs ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy judge stuck by his guns and for a second time ruled that the Los Angeles Dodgers baseball club can't make the treatment of other baseball teams a subject at the trial beginning Oct. 31. According to the report, the trial will enable U.S. Bankruptcy Judge Kevin Gross in Wilmington, Delaware, to rule whether the Dodgers can sell television broadcasting rights to underpin a full-payment reorganization plan. The Dodgers sought to prove that the commissioner of Major League Baseball gave other teams more favorable treatment. Mr. Rochelle relates that on Sept. 30, Judge Gross laid down rules for the trial and investigations that will occur in advance. The Dodgers asked Gross last week to reconsider, saying they couldn't prove the commissioner's bad faith without being able to show a different course of conduct with other teams. According to the report, in a three-page opinion on Oct. 7, Judge Gross said he remains "confident of the correctness" of his Sept. 30 ruling. He said the "actions of other teams do not bear upon" issues for trial at the month's end. Judge Gross, Mr. Rochelle points out, left the door slightly ajar in favor of the Dodgers. If the commissioner falters in "proving alleged wrongdoing" by the Dodgers, Gross said he "may allow" the team to "take further, limited discovery." Mr. Rochelle notes that judges have discretion in confining the scope of discovery before trial and in evidence admitted during trial. If the Dodgers lose the trial, the team may allege on appeal that prohibiting evidence about the commissioner's treatment of other teams was reversible error. The issues at trial will deal in part with whether the team can auction off telecasting rights beginning with the 2014 season and in the process override provisions in the existing agreement with Fox Entertainment Group Inc. About the Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club listed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC listed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. Ticket holders are seeking the appointment of their own committee. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection, according to The Wall Street Journal. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. LOS ANGELES DODGERS: Season Ticket Holders Want Own Committee ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Oct. 25, 2011, at 9:00 a.m. (Eastern Time), to consider the request of the Ad Hoc Committee of The Los Angeles Dodgers Season Ticket Holders in the Chapter 11 cases of Los Angeles Dodgers LLC, et al., for the appointment of an Official Committee of Season Ticket Holders. Objections, if any, are due Oct. 18, at 4:00 p.m. The Ad Hoc Committee explained that an official committee of season ticket holders will represent the interests of the critical body of creditors. The Ad Hoc Committee submitted that it is the interests of the approximately 17,000 season ticket holders that represent the essence of the Dodgers' franchise ? the real stakeholders in these cases. The Ad Hoc Committee related that the Debtors' assertions that the interests of the season ticket holders will not be adversely affected during these bankruptcy cases is wrong. First, the season ticket holders are significant creditors of Debtors Los Angeles Dodgers LLC and LA Real Estate LLC. Second, the season ticket holders as a group have invested hundreds of millions of dollars into the Dodgers. The Ad Hoc Committee is represented by: STEPTOE & JOHNSON LLP Robbin L. Itkin, Esq. Katherine C. Piper, Esq. 2121 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067 Tel: (310) 734-3200 Fax: (310) 734-3300 E-mail: ritkin@steptoe.com kpiper@steptoe.com - and - BLANK ROME LLP Bonnie Glantz Fatell, Esq. 1201 Market Street, Suite 800 Wilmington, DE 19801 Tel: (302) 425-6400 Fax: (302) 425-6464 E-mail: Fatell@BlankRome.com About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club listed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC listed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. Ticket holders are seeking the appointment of their own committee. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection, according to The Wall Street Journal. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. LOS ANGELES DODGERS: Court Authorizes Employment of Blackstone -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized Los Angeles Dodgers LLC and its debtor-affiliates to employ Blackstone Advisory Partners L.P. as investment banker and financial advisor nunc pro tunc to July 8, 2011. The Troubled Company Reporter previously reported that on top of a $175,000 monthly fee, New York-based Blackstone would earn a $7 million fee when a reorganization plan is consummated. About the Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club listed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC listed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. Ticket holders are seeking the appointment of their own committee. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection, according to The Wall Street Journal. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. LOTHIAN OIL: Bankruptcy Deal Survives Shareholder Challenge ----------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that U.S. District Judge Harry Lee Hudspeth on Wednesday refused to set aside a settlement in which Lothian Oil Inc. agreed to give a supposed competitor, created by a group of shareholders, $200 million worth of property for $115,000 as part of an allegedly fraudulent Chapter 11 case. Law360 relates that Judge Hudspeth upheld a bankruptcy court order declining to nix the settlement between Lothian and Nawab Energy, saying the appellants ? a group of Lothian shareholders ? filed their objection outside the 180-day window for revocation. About Lothian Oil Based in Midland, Texas, Lothian Oil Inc. was a privately owned oil and gas company. Lothian and six affiliates filed for chapter 11 protection (Bankr. W.D. Tex. Case No. 07-70121) on June 13, 2007. The Debtors were represented by lawyers at Haynes and Boone, LLP. When Lothian sought bankruptcy, it listed assets and debts between $1 million to $100 million. On June 27, 2008, the bankruptcy court confirmed a plan of liquidation. M. M ORION: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: M. M Orion Development LTD 1304 Commonwealth Ave Boston, MA 02134 Bankruptcy Case No.: 11-19497 Chapter 11 Petition Date: October 5, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Richard S. Scimone, Esq. 92 Southern Ave. Essex, MA 01929 Tel: (888) 583-2037 Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Richard S. Scimone, president/treasurer. MACROSOLVE INC: Enters Into Subscription Agreement with Investors ----------------------------------------------------------------- Between Sept. 30, 2011, and Oct. 5, 2011, MacroSolve, Inc., entered into a subscription agreement with nine accredited investors, providing for the sale by the Company to the Investors of an aggregate of (i) convertible debentures in the aggregate principal amount of $375,000 and (ii) Series B warrants to purchase 11,091,551 shares of common stock of the Company. The Debentures accrue interest at an annual rate of 12%, which will be paid quarterly exclusively from the Debenture Account. Principal on the Debentures will be paid quarterly, on a pro rata basis with all Debentures, as the Debenture Account permits, but only after all accrued interest has been paid. The Debenture Account is a bank account established with a financial institution for the deposit of 25% of any funds the Company receives from any judgment or settlement in any patent infringement cases involving United States Patent Number 7,822,816. The Debentures may be converted into shares of Common Stock at the option of the holder. Upon conversion, the holder will be entitled to receive the number of shares of Common Stock that equal to 200% of the amount of the Debentures, together with accrued and unpaid interest, being converted, divided by the conversion price, which is the weighted average price for the five-day trading period before the notice of conversion, provided, however, that the Conversion Price shall not be more than $.10 per share for Debentures issued prior to Oct. 1, 2011, and will not be less than $0.10 per share at any time. Any Debentures that are outstanding on the maturity date that have not been repaid from the Debenture Account will be repaid by the issuance of shares of Common Stock at the conversion price. The Warrants are exercisable until Dec. 31, 2016, at an exercise price of (i) $0.10 per share for Warrants issued prior to Oct. 1, 2011, or (ii) the weighted average price for the five-day trading period before the notice of exercise for Warrants issued on or after Oct. 1, 2011, provided, however, that the exercise price will not be less than $0.10 per share at any time. The Warrants are also exercisable on a cashless basis at any time. About MacroSolve, Inc. Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE) -- http://www.macrosolve.com/-- is a technology and services company that develops mobile solutions for businesses and government. A mobile solution is typically the combination of mobile handheld devices, wireless connectivity, and software that streamlines business operations resulting in improved efficiencies and cost savings. The Company's balance sheet at June 30, 2011, showed $1.86 million in total assets, $2.48 million in total liabilities, and a $612,657 total stockholders' deficit. As reported in the Troubled Company Reporter on April 7, 2010, Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted of the Company's recurring losses from operations and net capital deficiency. MID-VALLEY INC: Garlock Wants Plea to Reopen 2 Cases Addressed -------------------------------------------------------------- Garlock Sealing Technologies LLC asks two bankruptcy courts to schedule and conduct a status conference in the Chapter 11 cases of these debtors: Court Chap. 11 Debtors' cases ----- ----------------------- A. U.S. Bankruptcy Court * Owens Corning for the District of * ACandS, Inc. Delaware * Armstrong World Industries, Inc. * Combustion Engineering, Inc. * The Flintkote Company * Kaiser Aluminum Corp. * US Mineral Products Company * USG Corp. * W.R. Grace & Co. B. U.S. Bankruptcy Court * Mid-Valley, Inc. for the Western District * North American Refractories Co. of Pennsylvania * Pittsburgh Corning Corp. Garlock Sealing asks the Courts to address its request to reopen the Chapter 11 cases in order to access judicial records and statements made pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Garlock filed its Requests approximately seven months ago, and a hearing was held approximately six months ago. Gregory W. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell LP, in Wilmington, Delaware, notes that Garlock's statutory plan exclusivity period in its own Chapter 11 bankruptcy case will terminate in November 2011, and is not subject to further extension. He says that before the exclusivity ends, Garlock intends to file both a plan of reorganization and a proposal for pre-trial proceedings leading to an estimation of asbestos claims. "Further delay in the resolution of the Garlock Motions is likely to introduce delay and instability into this schedule and Garlock's reorganization process, which Garlock wishes to avoid," Mr. Werkheiser argues. Mr. Werkheiser further contends that it is appropriate to revisit the Garlock's Requests at this time because, since the Hearing, public interest has intensified concerning potential inconsistencies between plaintiffs' exposure allegations in tort system discovery and their exposure allegations when pursuing bankruptcy law remedies. On September 9, 2011, the Subcommittee on the Constitution in the Judiciary Committee of the U.S. House of Representatives convened a hearing titled "How Fraud and Abuse in the Asbestos Compensation System Affect Victims, Jobs, the Economy, and the Legal System." One of the topics aired at this hearing was whether asbestos claimants are taking advantage of confidentiality provisions in trust distribution procedures for 524(g) trusts to make inconsistent representations in the tort system and before Trusts concerning their exposure history. Garlock's Requests, Mr. Werkheiser explains, do not seek exposure evidence submitted to Trusts, but rather documents filed in the Courts containing evidence of claimants' claims and exposures but the underlying issue is ultimately the same one aired in the Congressional Hearing and in Mr. Stengel's written statement: Are claimants taking inconsistent positions concerning their exposures when pursuing their tort and bankruptcy law remedies, and to what extent. As of October 3, 2011, the Courts have not yet entered orders granting or denying Garlock's Requests. As a result and to advance the expeditious consideration of matters critical to the administration of Garlock's bankruptcy case, Garlock has filed a request for a status conference at the Courts' earliest convenience. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in stateand federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection on Oct. 5, 2000 (Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's Investors Service. About Mid-Valley Inc. Headquartered in Houston, Texas, DII Industries, LLC, is the direct or indirect parent of BPM Minerals, LLC, Kellogg Brown & Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc., Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root International, Inc., (Delaware), and Kellogg Brown & Root International, Inc., (Panama). KBR and its subsidiaries provide a wide range of services to energy and industrial customers and government entities in over 100 countries. DII has no business operations. DII and its debtor-affiliates filed a prepackaged chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the Debtors in their restructuring efforts. On June 30, 2004, the Debtors disclosed $6.255 billion in total assets and $5.295 billion in total liabilities. The Bankruptcy Court's July 17, 2004, confirmation of the Debtors' Prepackaged Plan, and the District Court's affirmation order on July 26, 2004, allowed the Debtors to emerge from bankruptcy protection on Jan. 3, 2005. MMRGLOBAL INC: Hector Barreto Resigns from Board of Directors ------------------------------------------------------------- Hector V. Barreto, a Class III director of the Board of Directors of MMRGlobal, Inc., announced his immediate resignation from the Board due to his appointment to the Board of Directors of the U.S. Chamber of Commerce which required him to resign his seat with MMR to avoid conflicts. There were no disagreements between the Company and Mr. Barreto which led to Mr. Barreto's decision to resign from the Board. Mr. Barretto will remain active with the Company, including serving as Chairman of the Company's Board of Advisors. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about MMRGlobal's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010, and 2009. The Company reported a net loss of $17.9 million on $972,988 of revenues for 2010, compared with a net loss of $10.3 million on $619,249 of revenues for 2009. The Company's balance sheet at June 30, 2011, showed $2.24 million in total assets, $6.27 million in total liabilities and a $4.02 million total stockholders' deficit. MOHAWK TRAVELER: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Mohawk Traveler Transportation, LLC 10 Kingsridge Loop Houma, LA 70363 Bankruptcy Case No.: 11-13269 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Debtor's Counsel: Richard W. Martinez, Esq. RICHARD W. MARTINEZ, APLC 228 St. Charles Ave., Suite 1310 New Orleans, LA 70130 Tel: (504) 525-3343 Fax: (504) 525-6701 E-mail: richard@rwmaplc.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/laeb11-13269.pdf The petition was signed by Larry Fitch, sole member. MOHEGAN TRIBAL: Bruce Bozsum to Continue to Serve as Chairman ------------------------------------------------------------- The chairman and other officers of the Mohegan Tribal Council were determined by vote of the full Tribal Council. Pursuant to that vote, Bruce S. Bozsum will continue to serve as Chairman, Ralph James Gessner, Jr. will continue to serve as Vice Chairman, Cheryl A. Todd will serve as Recording Secretary, Kathleen M. Regan-Pyne will continue to serve as Corresponding Secretary and Thayne D. Hutchins, Jr. will continue to serve as Treasurer. The terms of office correspond to each officer's term as a member of the Tribal Council, pursuant to the Tribe's Constitution. In addition, Ralph James Gessner, Jr., William Quidgeon Jr., Mark F. Brown and Thayne D. Hutchins, Jr. will all continue to serve as members of the Authority's Audit Committee for terms corresponding to each officer's term as a member of the Tribal Council. Information concerning material related transactions between the new Tribal Council members and the Authority was unavailable as of Oct. 6, 2011. About Mohegan Tribal Headquartered in Uncasville, Conn., Mohegan Tribal Gaming Authority conducts and regulates gaming activities on Tribal lands, which are federally recognized Indian tribe reservations in southeastern Connecticut. The Authority has noted that its Bank Credit Facility matures on March 9, 2012 and its 2002 Senior Subordinated Notes mature on April 1, 2012. In addition, a substantial portion of the Authority's remaining indebtedness matures over the following three fiscal years. The Authority believes that it will need to refinance all or part of its indebtedness at or prior to each maturity thereof in order to maintain sufficient resources for its operations. The Authority has engaged Blackstone Advisory Partners, L.P. to assist in its strategic planning relating to its debt maturities. The Company's balance sheet at June 30, 2011, showed $2.17 billion in total assets, $1.99 billion in total liabilities, and $176.04 million in total capital. * * * At the end of November 2010, Moody's Investors Service downgraded Mohegan Tribal Gaming Authority's Corporate Family and Probability of Default ratings to Caa2 from B3. All of MTGA's rated long-term debt was also lowered. The rating outlook is negative. The ratings downgrade reflects Moody's view that MTGA could find it difficult to refinance significant upcoming debt maturities without some impairment to bondholders given its high leverage -- debt/EBITDA is over 7 times -- limited near-term growth prospects for Mohegan Sun Casino, the likely continuation of weak consumer gaming demand trends in the Northeastern U.S., and the strong possibility of gaming in Massachusetts. The company's $675 million revolver ($527 million outstanding at Sept. 30, 2010) expires in March 2012 and its $250 million 8% senior subordinated notes mature in April 2012. Combined, these debt items account for about 50% of MTGA's total debt outstanding. MTGA has announced that it hired Blackstone Group to help deal with its capital structure issues, although no details have been made available regarding MTGA's options. Given the company's recently announced weak fiscal fourth quarter results along with the significant near- and long-term challenges previously mentioned, Moody's believes a restructuring that involves some impairment to bondholders will be considered. The negative ratings outlook reflects the relatively short time frame in which MTGA has to address what Moody's believes to be a significant capital structure issue. If MTGA is not able to refinance by March 2011 its $675 million revolver will be become current. The same holds true for the company's $250 million 8% senior subordinated notes to the extent these notes are not refinanced by April 1, 2011. MONACO COACH: ICOP Can't Dodge Damages in Moldy RV Suit ------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that the First Circuit ruled Friday that Insurance Co. of the State of Pennsylvania could be liable under an excess insurance policy held by Monaco Coach Corp. in a suit seeking damages for an allegedly defective Monaco-made motor home. About Monaco Coach Monaco Coach Corporation, a national manufacturer of motorized and towable recreational vehicles, is ranked as the number one producer of diesel-powered motorhomes. Headquartered in Coburg, Oregon, with manufacturing facilities in Oregon and Indiana, the Company offers a variety of RVs, from entry-level priced towables to custom-made luxury models under the Monaco, Holiday Rambler, Safari, Beaver, McKenzie, and R-Vision brand names. The Company operates motorhome-only resorts in California, Florida, Nevada and Michigan. Monaco Coach is listed on the Pink Sheets under the symbol "MCOAQ". As of September 27, 2008, the Company had $442.1 million in total assets and $208.8 million in total liabilities. Monaco Coach Corporation and its affiliates filed for Chapter 11 on March 5 (Bankr. D. Del., Lead Case No. 09-10750). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' counsel. Dennis A. Meloro, Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq., at Greenberg Traurig, LLP, represent the official committee of unsecured creditors. Omni Management Group LLC serves as the Debtors' claims, balloting, noticing and administrative agent. MOUNTAIN PROVINCE: Commences Tuzo Deep Drill Program ---------------------------------------------------- Mountain Province Diamonds Inc. announced that the 50-meter line spacing airborne gravity survey over both the 100%-controlled Kennady North Diamond Project and 49%-controlled Gahcho Kue Joint Venture Project has commenced. The survey, which is being conducted by Fugro Airborne Survey Corp., is expected to be completed by the end of October, subject to weather conditions. Patrick Evans, President and CEO of Mountain Province, commented: "The Fugro airborne gravity survey is the first property-wide airborne gravity survey to be conducted at Kennady Lake since the start of exploration, approximately 17 years ago. We are hopeful that additional kimberlites will be identified at both the Gahcho Kue Project and the Kennady North Diamond Project. Preliminary results should be available within two weeks following completion of the survey." Mountain Province is also pleased to announce that the first of two drill rigs has commenced drilling the Tuzo kimberlite at the Gahcho Kue Project as part of the Tuzo Deep Project. The drilling program is intended to test the depth extension of the Tuzo kimberlite between 350 and 750 meters. As part of the current program, five holes will be drilled from two land-based platforms to the north and south of the massive Tuzo kimberlite. The second drill rig is expected to arrive at Kennady Lake before the end of October. The five-hole drill program is expected to be completed prior to year end. Final analysis of the results is expected by the end of quarter one 2012. About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit (the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. The Company's balance sheet at June 30, 2011, showed C$71.93 million in total assets, C$7.31 million in total liabilities and C$64.62 million total shareholders' equity. * * * In its Management's Discussion and Analysis of the Company's interim consolidated financial statements for the three months ended June 30, 2010, the Company said its ability to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities is dependent on the discovery of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to fund its operations, and the future production or proceeds from developed properties. However, the Company adds that there is no certainty that the Company will be able to obtain financing to fund its operations. As a result, the Company says, there is substantial doubt as to its ability to continue as a going concern. NASSAU BROADCASTING: Fights Liquidation, Aims to Reorganize ----------------------------------------------------------- Dow Jones' DBR Small Cap reports that Nassau Broadcasting Partners LP is fighting its lenders' bid to have it liquidated and is instead seeking to reorganize under Chapter 11 protection. Nassau Broadcasting Partners LP is a radio-station owner and operator. As reported in the Troubled Company Reporter on Sept. 20, 2011, affiliates of Goldman Sachs Group Inc. and Fortress Investment Group LLC and a third secured lender filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case No. 11-12934) on Sept. 15 against Nassau Broadcasting Partners LP, the owner of 45 radio stations in the northeastern U.S. NASSAU BROADCASTING: Wants Involuntary Ch.7 Converted to Ch.11 -------------------------------------------------------------- RBR.com reports that Nassau Broadcasting Partners has asked a U.S. Bankruptcy Court to convert the involuntary Chapter 7 bankruptcy liquidation petition filed by its lenders to a chapter 11 proceeding that would allow the radio company to continue operating. The Company noted that it has positive cash flow. According to the report, Bankruptcy Judge Kevin Gross was due to hear arguments on Oct. 6, 2011, on various motions related to the Chapter 7 petition filed by Goldman Sachs Lending Partners LLC, Fortress Credit Opportunities I LP and P.E. Capital LLC and the attempt by Nassau to convert the case to a voluntary Chapter 11 proceeding. The report relates that the Company, in its motion to convert, included a copy of a letter to its President, Lou Mercatanti, from Goldman Sachs on Aug. 4, 2011, which insisted that Nassau should file a voluntary Chapter 11 petition by Sept. 4. The lenders wanted the radio company to be put up for auction under Section 363 of the Bankruptcy Code. Under a 363 sale the lenders envisioned that they would make a "stalking horse" bid for the company and provide financing for Nassau to operate in Chapter 11 and consummate the sale of the company. The Company did not file for Chapter 11 by the Sept. 4 deadline prompting the lenders to commence involuntary Chapter 7 petitions. The report notes it was not known how soon Judge Gross would rule after hearing the arguments on Oct. 6, 2011, but due to the nature of the case it seems likely he will decide quickly whether the bankruptcy case will proceed as Chapter 7 or Chapter 11. Affiliates of Goldman Sachs Group Inc. and Fortress Investment Group LLC were two of the three secured lenders that filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case No. 11-12934) on Sept. 15 against Nassau Broadcasting Partners LP, the owner of 45 radio stations in the northeastern U.S. NATIONAL ENVELOPE: Wants Until Dec. 10 for Liquidating Plan ----------------------------------------------------------- Mandi Woodruff at Bankruptcy Law360 reports that NEC Holdings Corp. made its fifth and final bid Oct. 4 to extend its exclusivity period for filing a Chapter 11 plan of liquidation in Delaware, citing troubles selling off a contaminated New Jersey plant and pending cleanup litigation. According to Law360, the Company asked U.S. Bankruptcy Judge Peter J. Walsh to give its officers until Dec. 10 to come up with a liquidation plan on their own as the company rapidly approaches an 18-month filing exclusivity deadline. 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 (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. 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. NCO GROUP: Marc Simon Appointed to Board of Directors ----------------------------------------------------- The Board of Directors of NCO Group, Inc., appointed Marc Simon to the Board of Directors. Under the terms of the Stockholders Agreement dated as of Nov. 15, 2006, among the Company, One Equity Partners II, L.P., and certain of its affiliates, referred to collectively as "OEP", and the Company's other stockholders, OEP has the right to designate certain members of the Board of Directors. Mr. Simon was appointed to the Company's Board of Directors as an OEP director designee under the Stockholder's Agreement. Mr. Simon is Chief Executive Officer and a director of HALO Branded Solutions, Inc. Prior to joining HALO Branded Solutions in February 2001, Mr. Simon spent 22 years in private law practice and five years as a leading executive in the call center industry. Mr. Simon is a CPA and has a BS in accounting and a J.D. from the University of Illinois. Effective Sept. 30, 2011, the Company entered into a director agreement with Mr. Simon in connection with Mr. Simon's appointment to the Company's Board of Directors. The Director Agreement provides that Mr. Simon will receive annual compensation of $100,000 during the term of the Director Agreement. The term of the Director Agreement is from Sept. 30, 2011, until Mr. Simon's service to the Company ceases. Effective Sept. 30, 2011, the Company entered into a restrictive covenant agreement with Mr. Simon in connection with Mr. Simon's appointment to the Company's Board of Directors. A full-text copy of the Director Agreement is available for free at http://is.gd/12pu8o About NCO Group Inc. Based in Horsham, Pennsylvania, NCO is a global provider of business process outsourcing services, primarily focused on accounts receivable management and customer relationship management. NCO has over 25,000 full and part-time employees who provide services through a global network of over 100 offices. The company is a portfolio company of One Equity Partners and reported revenues of about $1.2 billion for the twelve month period ended Sept. 30, 2007. The Company reported a net loss of $155.71 million on $1.60 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $88.14 million on $1.58 billion of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.18 billion in total assets, $1.16 billion in total liabilities and $15.11 million in total stockholders' equity. * * * As reported by the Troubled Company Reporter on Feb. 2, 2011, Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1 from B3 and changed the outlook to negative. Simultaneously, Moody's has also downgraded each of NCO's debt instrument ratings by one notch and lower the Speculative Grade Liquidity rating to SGL-4 from SGL3. The downgrade reflects Moody's concern that greater than expected revenue declines and continued earnings pressure will extend beyond current levels due to deteriorating consumer payment patterns and weaker volumes. In addition, Moody's expects financial flexibility will be further aggravated by tightening headroom under its financial covenants and a potential breach of covenants which will limit the company's ability to draw upon its revolver. Also, the company faces an impending maturity on its $100 million senior secured revolving credit facility due November of 2011. NEIMAN MARCUS: Bank Debt Trades at 9% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group, Inc., is a borrower traded in the secondary market at 90.84 cents-on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 2.25 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on May 16, 2018, and carries Moody's B2 rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Neiman Marcus Neiman Marcus Group, Inc., headquartered in Dallas, Texas, operates 41 Neiman Marcus stores, 2 Bergdorf Goodman Stores, 6 CUSP stores, 30 Last Call clearance centers, and a direct on-line and catalog business. Total revenues are just under $4 billion. As reported by the Troubled Company Reporter on May 18, 2011, Moody's upgraded Neiman Marcus Group, Inc.'s Corporate Family Rating and Probability of Default Rating to B2 from B3. In addition, Moody's affirmed NMG's Speculative Grade Liquidity rating at SGL-1 and $2,060 million senior secured term loan at B2. The rating outlook is stable. This rating action concludes the review for possible upgrade initiated on April 25, 2011. "Neiman Marcus has notably strengthened its capital structure by repaying about $200 million in debt and successfully closing on a refinancing that extended its nearest debt maturity from 2013 to 2015," said Maggie Taylor, a senior credit officer with Moody's. "The stronger capital structure combined with solid operating results and lower pro forma annual interest expense will lead to improved credit metrics," added Ms. Taylor." Pro forma for the debt reduction for the upcoming year ending July 31, 2011, Moody's expects NMG debt to EBITDA to fall to about 6.0 times from 6.6 times currently, and EBITA to interest expense to improve to about 2.0 times from 1.4 times. On April 29, 2011, the TCR reported that Fitch Ratings has affirmed its ratings on Neiman Marcus, including the Issuer Default Rating (IDR) on Neiman Marcus, Inc., and its subsidiary, The Neiman Marcus Group, Inc. (NMG), at 'B'. The Rating Outlook has been revised to Positive from Stable, based on the expectation that the announced refinancings are completed. Neiman Marcus is currently in the process of upsizing its secured term loan facility to $2.060 billion from $1.506 billion, with a term of seven years. In addition, it is also upsizing its secured credit facility to $700 million from $600 million, with a five year maturity. Neiman Marcus expects to redeem the company's $752.4 million of 9%/9/75% senior notes due 2015 with the $550 million in incremental proceeds from the term loan refinancing as well as $260 million of cash on hand. NEOMEDIA TECHNOLOGIES: Names iSherpa's P. Mannetti to Board ----------------------------------------------------------- NeoMedia Technologies, Inc., announced that industry expert Peter Mannetti has been appointed to the NeoMedia Board of Directors. Mr. Mannetti, with more than 20 years experience in the telecommunications and electronics industries, will be a welcome addition to the NeoMedia Board, working with the Company's leadership and other Board members to further NeoMedia's position in the mobile marketing ecosystem. Mr. Mannetti's appointment will become effective Oct. 1, 2011. Mr. Mannetti is a Managing Partner at iSherpa Capital, LLC, joining the firm in 2001. Mr. Mannetti previously founded and built Qwest Wireless from the ground up into a $1 billion Company with over one million subscribers. As the Chief Executive Officer of the firm, he won national and international awards for his leadership in developing innovative wireless products. Prior to joining Qwest, Mr. Mannetti was a Vice President at BellSouth Mobile Data and held various management positions during his 18- year tenure at General Electric. Mr. Mannetti sits on a number of Boards and Advisory Boards and is also very active in the education and non-profit sectors. "Peter is an exceptional business leader and we are delighted that he is joining the NeoMedia Board of Directors. Peter's track record speaks for itself, having successfully built Qwest Wireless and winning several prestigious awards along the way. I have known Peter for a number of years and look forward to working with him more closely as we leverage his vast international management and financial experience to help expedite the company's growth," said Laura Marriott, CEO and Board Chairperson of NeoMedia. "The mobile marketing space is an exciting place to be right now as brands and marketers look to harness the power and exponential growth of mobile in their campaigns," said Peter Mannetti. "I look forward to working with Laura and the rest of the Board in contributing to the company's sustained success." About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. The Company's balance sheet at June 30, 2011, showed $8.07 million in total assets, $129.72 million in total liabilities, all current, $6.10 million in Series C convertible preferred stock, $2.50 million in Series D convertible preferred stock and a $130.26 million total shareholders' deficit. The Company has historically incurred net losses from operations and expects it will continue to have negative cash flows as it implements its business plan. The Company said there can be no assurance that its continuing efforts to execute its business plan will be successful and that it will be able to continue as a going concern. Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt about the Company's ability to continue as a going concern. The accounting firm noted that the Company has suffered recurring losses from operations and has ongoing requirements for additional capital investment. NEWPAGE CORPORATION: Moody's Assigns Ba2 to $350-Mil. DIP Loan -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the $350 million first-out revolving debtor-in-possession credit facility and a B2 rating to the $250 million second-out debtor-in- possession term loan, collectively, the "DIP facilities", of NewPage Corporation. The ratings primarily reflect the collateral coverage available to the DIP lenders and the structural features of the DIP facility. Both facilities have a first lien on substantially all of the current assets of the company, a super priority claim pursuant to Section 364 of the Bankruptcy Code, and contain upstream guarantees from all of NewPage's material domestic subsidiaries. The bankruptcy court approved the execution of the DIP facilities in its final debtor-in-possession order on October 4, 2011 ensuring the super priority status of the DIP facilities through the emergence from bankruptcy or through liquidation of the company. The ratings also consider the size of the DIP facilities as a percentage of pre-petition debt and the nature of the bankruptcy and reorganization. NewPage, its direct and indirect parents, and certain of its domestic operating subsidiaries filed for bankruptcy protection under Chapter 11 on September 7, 2011. The company's Canadian subsidiary commenced a restructuring process in Canada under the Companies' Creditors Arrangement Act in Nova Scotia. NewPage Port Hawkesbury Corporation, NewPage's Canadian subsidiary, is not considered as a debtor in the DIP facilities. Ratings assigned to NewPage as Debtor-in-Possession are: $350 million first-out revolver due March 2013 at Ba2 $250 million second-out term loan due March 2013 at B2 Moody's withdrew all previous ratings for NewPage on September 7, 2011 following their Chapter 11 bankruptcy filing. The rating on the DIP facilities are being assigned on a "point- in-time" basis and will not be monitored going forward and therefore no outlook was assigned to the rating. Proceeds from the DIP facilities will be used to repay the existing asset back credit facility and provide for general working capital requirements while NewPage is developing and implementing its plan of reorganization. RATINGS RATIONALE The Ba2 rating assigned to the DIP revolver reflects its first-out position with respect to the collateral and structural protections which include limiting advances to a borrowing base. The DIP revolver (including cash collateralization of letters of credit) must be repaid in full before any repayment is made to the DIP term loan. As a result, the asset coverage afforded to the DIP revolver is superior to that of the DIP term loan. Using orderly liquidation sale terms when asset coverage is expected to be seasonally low, Moody's estimates the asset coverage of the DIP revolver to be approximately 1.2x. The B2 rating of the DIP term loan reflects its second-out position which places it in a weaker coverage position relative to the DIP revolver. Moody's valuation under an orderly liquidation results in an impairment for the DIP term loan with an asset coverage estimated to be less than 1.0x. The assets securing the DIP facilities are NewPage's inventory, accounts receivable, and cash, all of which are pledged as collateral on a first lien basis. Finished and in-process goods and raw materials inventory consisting primarily of coated paper, uncoated paper, pulp, and chemicals, is considered to be of good quality by Moody's, notwithstanding the longer term secular decline in printing and writing paper usage in North America. Accounts receivables primarily represent amounts owed to NewPage from distributors, commercial printers and other wholesale customers. The company has also pledged its deposit accounts to secure the DIP facilities. The company can use cash balances for general corporate purposes however its ability to use cash for discretionary purposes are constrained by the loan documents and the oversight of the company by the bankruptcy court during the Chapter 11 proceedings. A going concern enterprise valuation was not considered since the DIP facilities do not benefit significantly from a security interest in any of the company's fixed assets. The structural features of the DIP facilities provide the DIP lenders with significant protection. The DIP credit agreement contains a minimum liquidity covenant of $15 million, a minimum EBITDA covenant of $275 million, and a limitation on capital expenditures. The DIP credit agreement also includes a $35 million availability block which reduces the allowed utilization of the DIP revolver, thereby affording better protection and coverage for DIP lenders. The agreement also has certain provisions that enable the DIP lenders to immediately apply cash collections to outstanding debt balances if there is a default or if availability under the DIP revolver does not meet certain thresholds. In Moody's opinion, these structural features provide triggers and optionality with respect to early warning signs of difficulties. The ratio of the DIP facilities face value to NewPage's pre- petition debt is approximately 13%. The relatively small size of the DIP facilities as a percentage of pre-petition debt significantly reduces the burden of debt service on the company during reorganization. However, the relief on cash interest provided by the bankruptcy is somewhat overstated due to NewPage's intent to continue to pay ongoing cash interest on approximately $1.8 billion of the company's 11.375% senior first lien notes due 2014. The company has not yet formulated a definitive reorganization plan with holders of its debt. The large number of secured, unsecured and subordinated lenders with differing priorities of claim increases the complexity of the reorganization and increases the risk that NewPage may not be able to complete the restructuring and exit from Chapter 11 during the term of the DIP facilities. Moody's believes that the bankruptcy process should, at a minimum, enable the company to reduce debt and interest expense to more manageable levels. The elimination of the company's high cost Port Hawkesbury mill in eastern Canada should allow the company to reduce operating costs. Several factors led to NewPage's declining financial and operating performance and subsequent Chapter 11 filing, including the company's unsustainably high leverage, weak liquidity position and lower demand due to both the economic downturn and the secular decline in the use of printing and writing paper. The company's end markets such as magazines and catalogs have faced increased competition from digital alternatives as well as a significant reduction in advertising and commercial printing due to the recent economic downturn. Moody's believes this made it difficult for the company to refinance its pre-petition debt in a timely manner as well as maintain normal terms with suppliers. The ratings on the company's DIP facilities reflect the ongoing secular decline in several of NewPage's primary end-markets. Declining demand for coated paper is offset partially by NewPage's size and leading market position which provides the company with strong access to end markets. Its scale provides the company with an ability to actively manage almost 35% of North America's coated paper capacity. Maintaining a market balance between supply and demand is critical to the company's financial performance by minimizing pricing declines as demand for coated paper weakens. Please see ratings tab on the issuer/entity page on Moodys.com for the last credit rating action and the rating history. The principal methodology used in rating NewPage Corporation was the Debtor-In-Possession Lending Industry Methodology published in March 2009. NewPage is the largest North American coated paper manufacturer (based on production capacity), operating 8 mills in the United States. Revenues for the year ending June 30, 2011 were $3.2 billion. NORTEL NETWORKS: Prepares to Battle U.K., Irish, French Units ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that dishonest assistance, unlawful means conspiracy, unconscionable receipt, aiding and abetting breach of fiduciary duty--the charges being hurled in Nortel Networks Corp.'s U.S. bankruptcy proceeding are the stuff of which corporate potboilers are made. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. Nortel has raised $3.2 billion by selling its operations as it prepares to wind up a two-year liquidation due to insolvency. In June 2011, Nortel added US$4.5 billion to its cash pile after agreeing to sell its remaining patent portfolio to Rockstar Bidco LP, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July. Nortel Networks has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTH AMERICAN PETROLEUM: Exits Chapter 11 Protection ----------------------------------------------------- American Bankruptcy Institute reports that North American Petroleum Corp. USA exited from chapter 11 protection without any debt and with plenty of liquidity to start drilling anew. As reported in the Troubled Company Reporter on Sept. 29, 2011, the U.S. Bankruptcy Court for the District of Delaware, on Sept. 14, 2011, entered an order confirming the First Amended Joint Chapter 11 Plan of North American Petroleum Corporation USA, et al. The Voting Certification filed by the Debtors shows that Classes 3 (Petroflow General Unsecured Claims) and 4 (NAPCUS General Unsecured Claims) voted to accept the Plan. A copy of the Confirmation Order is available for free at: http://bankrupt.com/misc/napetroleum.confirmationorder.pdf Holders of secured claims and priority claims are not impaired under the Plan. Holders of Petroflow and NAPCUS general unsecured claims are entitled to vote to accept or reject the Plan. Holders of equity interests won't receive anything and are deemed to reject the Plan. Pursuant to the Plan, the Debtors' corporate structure will be consolidated such that Reorganized NAPCUS will be the surviving post-emergence entity through which the Debtors will conduct their operations after the Effective Date. Petroflow and Prize will cease to exist and will be dissolved. The Existing equity in Petroflow will be canceled and Reorganized NAPCUS will issue the Reorganized NAPCUS Common Stock to former Petroflow Interest Holders. The Debtors have obtained commitments from certain investors to provide $3 million in new money to Reorganized NAPCUS in exchange for shares of Reorganized NAPCUS Series A Convertible Preferred Stock. Further, the Debtors intend to issue two additional series of preferred stock, the Reorganized NAPCUS Series B Convertible Preferred Stock and the Reorganized NAPCUS Series C Convertible Preferred Stock, to, respectively, Holders of Allowed General Unsecured Claims against NAPCUS and Holders of Allowed General Unsecured Claims against Petroflow. NAPCUS general unsecured creditors who do not elect a stock recovery on their Ballots will be paid in full in cash on account of their allowed claims (up to an aggregate limit of $500,000 (or such higher amount as may later be agreed by the Debtors and the Creditors' Committee). A copy of the Disclosure Statement for the First Amended Plan is available at: http://bankrupt.com/misc/n.a.petroleum.DSfor1stamendedplan.pdf About North American Petroleum Denver, Colorado-based North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Ltd. North American Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No. 10-11707) on May 25, 2010. In its schedules, North American Petroleum disclosed $140,678,983 in total assets and $125,595,183 in total liabilities as of the Petition Date. The Debtor's affiliate, Prize Petroleum LLC, filed a separate Chapter 11 petition on May 25, 2010 (Case No. 10-11708). Prize Petroleum scheduled $121,945,092 in liabilities. These cases are being jointly administered for procedural purposes, under the case docket for North American Petroleum Corporation USA, Case No. 10-11707. On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of North American Petroleum Corporation USA and Prize Petroleum, LLC, filed a petition in the U.S. Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of the Bankruptcy Code (Case No. 10-12608). On Sept. 10, 2010, the Bankruptcy Court granted permission for Petroflow's Chapter 11 case to be jointly administered with those of its two Chapter 11 debtor-affiliates. On Sept. 17, 2010, Petroflow received recognition of the U.S. Chapter 11 proceedings from the Alberta Court of Queen's Bench under the Companies' Creditors Arrangement Act in Canada. In its petition, Petroflow disclosed assets and debts of between $100 million and $500 million each. David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as lead bankruptcy counsel. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R. Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadephia, Pa., serve as the Debtors' co-counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' notice, claims and balloting agent. NYTEX ENERGY: Inks Forbearance Agreement with WayPoint ------------------------------------------------------ NYTEX Energy Holdings, Inc., and certain of its subsidiaries, New Francis Oaks, LLC, formerly known as Francis Oaks, LLC, and Francis Drilling Fluids, Ltd., entered into a Forbearance Agreement with WayPoint Nytex, LLC, relating to WayPoint's mezzanine debt financing to the NYTEX Parties made pursuant to the Preferred Stock and Warrant Purchase Agreement, dated Nov. 23, 2010. Pursuant to the Forbearance Agreement, WayPoint agreed to forbear from exercising its rights and remedies resulting from (i) events of default under the WayPoint Purchase Agreement, as outlined in a default letter from WayPoint dated April 14, 2011, and (ii) the NYTEX Parties' failure to repurchase all securities that WayPoint acquired in connection with the WayPoint Purchase Agreement for an aggregate purchase price of $30,000,000, as demanded by WayPoint in its May 4, 2011, Put Election Notice, which failure resulted in an additional event of default under the WayPoint Purchase Agreement. To induce WayPoint to enter into the Forbearance Agreement, the NYTEX Parties have agreed to, among other things, within 60 days after the effective date of the Forbearance Agreement, Sept. 29, 2011, recapitalize the NYTEX Parties by effecting a repurchase the WayPoint Securities for the aggregate purchase price equal to the sum of $32,371,264 as of Sept. 30, 2011, plus interest accruing at the default rate set forth in the WayPoint Purchase Agreement through the closing date of the Recapitalization, plus payment by the NYTEX Parties of reasonable legal fees and disbursements incurred by WayPoint. Some of the other inducements for WayPoint's forbearance include: (a) the retention by NYTEX Acquisition, New Francis, and FDF of a business improvement officer with executive officer authority over operations and reporting to the Boards of Directors of NYTEX Acquisition, New Francis and FDF; (b) FDF's payment of WayPoint's reasonable fees and expenses associated with the Default Letter, the Put Notice and the Forbearance Agreement; (c) the Company's agreement to identify, no later than 35 days after the Forbearance Effective Date, a lead investor in connection with the Recapitalization, or otherwise reasonably satisfy WayPoint that such Recapitalization is adequately progressing; and (d) provision to WayPoint's financial advisor of reasonable access to the books, records, properties, officers, employees and legal and financial advisors of the NYTEX Parties as well as payment for that advisor's reasonable fees. WayPoint's agreement to forbear ends on the earlier of 60 days after the Forbearance Effective Date, or the occurrence of a "Forbearance Default," defined in the Forbearance Agreement. The term "Forbearance Default" includes nine categories of events, which are listed in Section 1(f) of the Forbearance Agreement and which list includes, among other events, the occurrence of any Default or Event of Default under the WayPoint Purchase Agreement other than the Current Events of Default, and failure to comply with any term, condition or covenant in the Forbearance Agreement. To induce the NYTEX Parties to enter into the Forbearance Agreement, WayPoint agreed to, among other things, until the earlier to occur of the Closing or the termination of the Forbearance Period, forbear from exercising rights and remedies under the WayPoint Purchase Agreement, including but not limited to (1) exercising warrant rights to acquire a majority of the Company's outstanding common stock, (2) effecting any change in the Company's officers or directors, (3) taking any further action to enforce any of its rights under the WayPoint Purchase Agreement with respect to events of default, and (4) having its financial advisor actively and publicly market NYTEX Acquisition, New Francis, and FDF for sale to a third party. In the Forbearance Agreement, the NYTEX Parties and WayPoint also agreed to mutual releases from and to each other, and their related parties relating to facts existing on or before the Forbearance Effective Date that relate to the WayPoint Purchase Agreement, related documents, and the relations among the parties. A full-text copy of the Forbearance Agreement is available for free at http://is.gd/GniANw About NYTEX Energy Holdings, Inc. NYTEX Energy Holdings, Inc., is a Dallas-based energy holding company consisting of two wholly-owned subsidiaries, Francis Drilling Fluids, Ltd., and NYTEX Petroleum, Inc. The Company's balance sheet at June 30, 2011, showed $80.02 million in total assets, $87.13 million in total liabilities and a $7.10 million total stockholders' deficit. ONE 14: Atlas Partners Auctions Auto Dealerships ------------------------------------------------ Atlas Partners, LLC acted as real estate advisor to Michael S. Polsky, the Court-approved Receiver of One 14 Place, LLC. Atlas auctioned and sold two former auto dealerships totaling 5.79 acres in Wauwatosa, Wisconsin. Atlas Partners was assisted locally by: Don Zien CB Richard Ellis Milwaukee, WI Atlas Partners was referred to the assignment by: BCBP Attorneys Beck, Chaet, Bamberger & Polsky, S.C. Milwaukee, WI Atlas Partners, LLC -- http://www.atlaspartners.com/-- is a 15 year-old real estate consulting company specializing in the monetization of real estate assets. ORAGENICS INC: Draws $1 Million Under Revolving Credit Facility --------------------------------------------------------------- Oragenics, Inc., on Oct. 5, 2011, drew down $1,000,000 on its Unsecured Revolving Line of Credit and executed a Revolving Unsecured Promissory Note for that amount in favor of the Koski Family Limited Partnership, the Company's largest shareholder. The October Promissory Note matures on July 30, 2012, and bears interest at LIBOR plus 6%. The Company and the KFLP originally entered into the Credit Facility on July 30, 2010. Pursuant to the Credit Facility the Company was initially able to borrow up to $2,000,000 from the KFLP at LIBOR plus 6.0%. The term of the Credit Facility was for twelve months commencing Aug. 1, 2010. The Company borrowed $1,000,000 on each of Sept. 13, 2010, and Nov. 8, 2010. On Jan. 24, 2011, the Company entered into a First Amendment to the Credit Facility to increase the available borrowings from $2,000,000 to $2,500,000 and simultaneously therewith the Company drew on the Credit Facility, as amended by the First Amendment, to borrow the additional $500,000 in available funds. On Feb. 4, 2011, the Company entered into the Second Amendment to the Credit Facility which (i) increased the available borrowing under the Credit Facility by $2,500,000 from $2,500,000 to $5,000,000 (ii) changed the due date of the amounts outstanding and future borrowings from July 12, 2011, to July 30, 2012, (iii) provided for the automatic conversion of any amounts borrowed and outstanding under the Credit Facility into Company securities that may be issued by the Company in subsequent securities offering, and (iv) provided the KFLP with the right to put any undrawn available amounts under the Credit Facility, as amended, to the Company and thereby have a note issued to the KFLP. Between March and June 2011, the Company borrowed an additional $2,000,000 under the Credit Facility in $500,000 monthly increments for its working capital and operational needs. The Credit Facility, as amended by the Second Amendment, was limited to $500,000 draws per month and the Company previously drew down on the Credit Facility in the amount of $500,000 in each of March, April, May and June 2011. On June 29, 2011, the Company entered into a Third Amendment to the Credit Facility. As a result of the Third Amendment, the Company increased its availability under the Credit Facility by $2,000,000 from $5,000,000 to $7,000,000. Future draws of the $2,000,000 in increased availability provided by the Third Amendment to the Credit Facility were limited to $1,000,000 increments in August 2011 and October 2011, respectively. All other terms of the Credit Facility remained the same. With the October 2011 Promissory Note borrowing, the Company currently has an aggregate of $7,000,000 outstanding and owed to the KFLP under the Credit Facility, as amended, and no remaining availability. About Oragenics Inc. Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/-- is a biopharmaceutical company focused primarily on oral health products and novel antibiotics. Within oral health, Oragenics is developing its pharmaceutical product candidate, SMaRT Replacement Therapy, and also commercializing its oral probiotic product, ProBiora3. Within antibiotics, Oragenics is developing a pharmaceutical candidate, MU1140-S and intends to use its patented, novel organic chemistry platform to create additional antibiotics for therapeutic use. The Company's balance sheet at June 30, 2011, showed $1.3 million in total assets, $6.3 million in total liabilities, and a stockholders' deficit of $5.0 million. As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy & Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about Oragenics' ability to continue as a going concern, following the Company 2010 results. The independent auditors noted that the Company has incurred recurring operating losses, negative operating cash flows and has an accumulated deficit. ORGERON BROS: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Orgeron Bros. Marine, LLC 201 E. 7th Street Larose, LA 70373 Bankruptcy Case No.: 11-13248 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: Darryl T. Landwehr, Esq. LANDWEHR 1010 Common Street, Suite 1710 New Orleans, LA 70112 Tel: (504) 561-8086 Fax: (504) 561-8089 E-mail: dtlandwehr@aol.com Scheduled Assets: $1,759,203 Scheduled Debts: $1,047,885 A copy of the list of 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/laeb11-13248.pdf The petition was signed by Craig Orgeron, manager. OWENS CORNING: Garlock Wants Plea to Reopen Cases Addressed ----------------------------------------------------------- Garlock Sealing Technologies LLC asks two bankruptcy courts to schedule and conduct a status conference in the Chapter 11 cases of these debtors: Court Chap. 11 Debtors' cases ----- ----------------------- A. U.S. Bankruptcy Court * Owens Corning for the District of * ACandS, Inc. Delaware * Armstrong World Industries, Inc. * Combustion Engineering, Inc. * The Flintkote Company * Kaiser Aluminum Corp. * US Mineral Products Company * USG Corp. * W.R. Grace & Co. B. U.S. Bankruptcy Court * Mid-Valley, Inc. for the Western District * North American Refractories Co. of Pennsylvania * Pittsburgh Corning Corp. Garlock Sealing asks the Courts to address its request to reopen the Chapter 11 cases in order to access judicial records and statements made pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Garlock filed its Requests approximately seven months ago, and a hearing was held approximately six months ago. Gregory W. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell LP, in Wilmington, Delaware, notes that Garlock's statutory plan exclusivity period in its own Chapter 11 bankruptcy case will terminate in November 2011, and is not subject to further extension. He says that before the exclusivity ends, Garlock intends to file both a plan of reorganization and a proposal for pre-trial proceedings leading to an estimation of asbestos claims. "Further delay in the resolution of the Garlock Motions is likely to introduce delay and instability into this schedule and Garlock's reorganization process, which Garlock wishes to avoid," Mr. Werkheiser argues. Mr. Werkheiser further contends that it is appropriate to revisit the Garlock's Requests at this time because, since the Hearing, public interest has intensified concerning potential inconsistencies between plaintiffs' exposure allegations in tort system discovery and their exposure allegations when pursuing bankruptcy law remedies. On September 9, 2011, the Subcommittee on the Constitution in the Judiciary Committee of the U.S. House of Representatives convened a hearing titled "How Fraud and Abuse in the Asbestos Compensation System Affect Victims, Jobs, the Economy, and the Legal System." One of the topics aired at this hearing was whether asbestos claimants are taking advantage of confidentiality provisions in trust distribution procedures for 524(g) trusts to make inconsistent representations in the tort system and before Trusts concerning their exposure history. Garlock's Requests, Mr. Werkheiser explains, do not seek exposure evidence submitted to Trusts, but rather documents filed in the Courts containing evidence of claimants' claims and exposures but the underlying issue is ultimately the same one aired in the Congressional Hearing and in Mr. Stengel's written statement: Are claimants taking inconsistent positions concerning their exposures when pursuing their tort and bankruptcy law remedies, and to what extent. As of October 3, 2011, the Courts have not yet entered orders granting or denying Garlock's Requests. As a result and to advance the expeditious consideration of matters critical to the administration of Garlock's bankruptcy case, Garlock has filed a request for a status conference at the Courts' earliest convenience. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in stateand federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection on Oct. 5, 2000 (Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's Investors Service. About Mid-Valley Inc. Headquartered in Houston, Texas, DII Industries, LLC, is the direct or indirect parent of BPM Minerals, LLC, Kellogg Brown & Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc., Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root International, Inc., (Delaware), and Kellogg Brown & Root International, Inc., (Panama). KBR and its subsidiaries provide a wide range of services to energy and industrial customers and government entities in over 100 countries. DII has no business operations. DII and its debtor-affiliates filed a prepackaged chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the Debtors in their restructuring efforts. On June 30, 2004, the Debtors disclosed $6.255 billion in total assets and $5.295 billion in total liabilities. The Bankruptcy Court's July 17, 2004, confirmation of the Debtors' Prepackaged Plan, and the District Court's affirmation order on July 26, 2004, allowed the Debtors to emerge from bankruptcy protection on Jan. 3, 2005. PALMS OF BELLEAIR: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: The Palms of Belleair, LLC 675 Indian Rocks Rd Belleair Bluffs, FL 33770 Bankruptcy Case No.: 11-18683 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Michael C. Markham, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS LLP P.O. Box 1368 Clearwater, FL 33757 Tel: (727) 461-1818 Fax: (727) 443-6548 E-mail: mikem@jpfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb11-18683.pdf The petition was signed by Bruce Danielson, managing member. PARTSEARCH TECH: Best Buy Acquires Biz Under Confirmed Plan ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Partsearch Technologies Inc. was authorized last week to sell the business to electronics retailer Best Buy Co. Inc. when the bankruptcy judge in New York signed a confirmation order approving the Partsearch Chapter 11 plan. When the Partsearch business went up for auction in March, Richfield, Minnesota-based Best Buy had the top bid at $6.4 million. Mr. Rochelle relates that in lieu of buying the business outright, Best Buy opted to sponsor a Chapter 11 plan where it would take ownership of the corporation, not simply buy the assets. The plan is calculated to pay unsecured creditors 50% to 60% on their $7.4 million in claims. Best Buy will pay for the business by forgiving a debt of $8.85 million that Partsearch owes. In addition, Best Buy will pay $1.3 million for the equity. Separately, Best Buy will pay another $5.1 million cash in satisfaction of a debt it owes Partsearch. As part of the plan, Best Buy agreed to reduce its unsecured claim to $2.3 million. Best Buy will receive the same distribution as other unsecured creditors. Mr. Rochelle discloses that Best Buy had been the biggest customer for Partsearch, which sold parts for consumer electronics and outdoor power equipment until Partsearch disclosed it overcharged Best Buy by $5.9 million. About Partsearch Technologies Partsearch Technologies Inc., based in Kingston, New York, offers parts for consumer electronics and outdoor power equipment. It doesn't hold inventory of its own. Inventory comes from suppliers. Partsearch filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-10282) on Jan. 27 after discovering it overcharged its largest customer Best Buy Co. Inc. by $5.9 million. William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, serves as counsel. Partsearch disclosed assets for $4 million and total liabilities of $13 million. As reported by the Troubled Company Reporter on March 30, 2011, electronics retailer Best Buy Co. obtained permission to buy Partsearch Technologies for $6.4 million. PHILADELPHIA ORCHESTRA: Reaches Tentative Deal With Musician Union ------------------------------------------------------------------ The Associated Press reports that the Philadelphia Orchestra and its musicians union said they have reached a tentative agreement to an ongoing labor dispute. The report says the agreement was reached on Oct. 6, 2011. The terms will remain sealed by the court until the musicians and the orchestra board can each vote on the pact this week. According to the report, in its bankruptcy petition, the orchestra asked for a new collective bargaining agreement with the musicians' union and relief from millions of dollars in contributions to their pension fund. About The Philadelphia Orchestra The Philadelphia Orchestra -- http://www.philorch.org/-- claims to be among the world's leading orchestras. Bloomberg News says the orchestra became the first major U.S. symphony to file for bankruptcy protection, surprising the music world. Previous conductors include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and Christoph Eschenbach (2003-08). Charles Dutoit is currently chief conductor, and Yannick Nezet-Seguin has assumed the title of music director designate until he takes up the baton as The Philadelphia Orchestra's next music director in 2012. The Philadelphia Orchestra Association, The Academy of Music of Philadelphia, Inc., and Encore Series, Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to 11-13100) on April 16, 2011. Judge Eric L. Frank presides over the case. The Philadelphia Orchestra Association is being advised by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal, its financial advisor. Curley, Hessinger & Johnsrud serves as its special counsel. Philadelphia Orchestra disclosed $15,950,020 in assets and $704,033 in liabilities as of the Chapter 11 filing. Encore Series, Inc., tapped EisnerAmper LLP as accountants and financial advisors. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' case. Reed Smith LLP serves as the Committee's counsel. PICKWICK SQUARE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Pickwick Square Mutual Homes, Inc. 1574 Addison Road District Heights, MD 20747 Bankruptcy Case No.: 11-29924 Chapter 11 Petition Date: October 5, 2011 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Dennis J. Shaffer, Esq. WHITEFORD, TAYLOR, AND PRESTON, LLP 7 Saint Paul St. Baltimore, MD 21202 Tel: (410) 347-8700 E-mail: dshaffer@wtplaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Clarence W. Robinson, president. PS LODGING: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: PS Lodging Investment, Inc. 30 Over View Drive Blue Ridge, GA 30513-6640 Bankruptcy Case No.: 11-24171 Chapter 11 Petition Date: October 5, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: R. Bruce Warren, Esq. WHITEHURST, BLACKBURN & WARREN 809 S. Broad Street Thomasville, GA 31792 Tel: (229) 226-21611 Fax: (229) 228-9014 E-mail: bankruptcy@wbwk.com Scheduled Assets: $1,900,000 Scheduled Debts: $1,717,209 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb11-24171.pdf The petition was signed by Sharad Patel, CEO and Prakesh Patel, CFO. PJ FINANCE: Withdraws Motion for Financing in Relation to Plan -------------------------------------------------------------- PJ Finance Company, LLC, et al., notified the U.S. Bankruptcy Court for the District of Delaware that they are withdrawing their financing motion in connection with their Plan of Reorganization. The Debtors also related that the financing motion is superseded by the motion to approve the Disclosure Statement. On Sept. 22, 2011, the Debtors filed a motion for entry of an order, among other things, approving Disclosure Statement; and establishing objection deadline and scheduling hearing to consider confirmation of the Plan. The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Nov. 7, 2011, at 10:00 a.m., to consider adequacy of the Disclosure Statement explaining the Debtors' Plan. Objections, if any, are due Nov. 2. As reported in the Troubled Company Reporter on Sept. 22, 2011, the plan was co-proposed by the Debtor and the official creditors' committee. The owner of 9,500 apartment units in 32 projects has been jousting since the case began with secured lender Torchlight Loan Services LLC. The Plan provides for these terms: * The plan is to be financed with a fresh $10 million investment by the owners. * Torchlight two alternatives: (A) Torchlight can elect to keep the full amount of a $370 million secured claim on the properties. The new debt would start off paying 3.5% interest and mature in 2019. In that event, unsecured creditors would split up $5 million cash to cover $10 million in claims. (B) Torchlight can elect to have a new secured debt equal to whatever value the judge assigns to the collateral. The new secured debt would start off paying 3% interest and mature in 2022. In that case, unsecured creditors would receive $4 million cash, and Torchlight would receive a new unsecured note for 40% of its estimated $165 million deficiency claim. The 40% is to represent the same distribution received by unsecured creditors. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688). Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, represent the committee as lead counsel. Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). PJ Finance said it has a commitment for Gaia Real Estate Investments LLC to invest $42 million and serve as the foundation for a reorganization plan. PLATINUM PROPERTIES: Wants to Amend Cash Collateral Stipulation --------------------------------------------------------------- Platinum Properties, LLC, and its affiliates ask the Bankruptcy Court to approve the second amended final stipulation of Platinum Properties, LLC, MK Investment Group, LLC, and Christel DeHaan, as Trustee of the Christel DeHaan Revocable Trust dated December 31, 1992, authorizing Platinum Properties, LLC's use of cash collateral and granting adequate protection. Paragraph 12(e) of the Amended Final Stipulation and Agreed Entry is deleted in its entirety and is replaced and superseded by the following: 12(e). For the sale of any Maple Knoll lots (excluding lots in Sonoma Section 5 and the office parcel) to the extent that any of the Maple Knoll lots are sold at the listed minimum price (or higher) (the "Minimum Lot Sales Price") as set forth in the loan documents of Bank of America or any successor first lien lender to Bank of America (such as the Ralph L. Wilfong, II Charitable Remainder Unitrust Dated May 21, 2001 as to Sonoma Section 4A) (the "First Lien Lender"), the Release Price (as defined in the First Lien Lender loan documents) shall be an amount equal to the greater of (i) as to Bank of America, eighty-five percent (85%), and as to any other First Lien Lender, the negotiated percentage of the net sales price of the residential lot or parcel at the specific project at which the lot is sold (such net sales price being the gross sales price less customary broker commissions and closing costs), or (ii) 100% of the Minimum Lot Sales Price; and if the foregoing criteria are met, Platinum price exceeds the Release Price, (i) Platinum shall immediately pay the lesser of one-third (1/3) of the balance remaining after the First Lien Lender Lot Sale Proceeds and five percent (5%) to MK Investment to be applied against the indebtedness owed to MK Investment as provided under the Loan Documents and to the DeHaan Trust to be applied against the indebtedness owed to the DeHaan Trust as provided under the Loan Documents after all indebtedness owed to MK Investment by Platinum pertaining to the Maple Knoll Collateral has been paid in full (collectively, the "MK Lender Lot Sale Proceeds"), (ii) Platinum shall deposit the lesser of one-third (1/3) of the balance remaining after the First Lien Lender Lot Sale Proceeds and five percent (5%) of the net sales price (the "MK Professional Fee Account Funding Formula") into a segregated account (the "Professional Fee Account") for the payment of professional fees incurred in the Chapter 11 case (the "Professional Fee Proceeds"); and (iii) Platinum may use the balance remaining after the First Lien Lender Lot Sale Proceeds and the Professional Fee Proceeds, plus the Road Impact Fees (as defined in the First Lien Lender loan documents) collected by Platinum as Maple Knoll Cash Collateral (the "MK Operating Proceeds"); About Platinum Properties and PPV LLC Indianapolis, Indiana-based Platinum Properties, LLC, is a residential real estate developer. Platinum acquires land, designs the projects, obtains zoning and other approvals, and constructs roads, drainage, utilities, and other infrastructure of residential subdivisions. Platinum then sells the finished, platted lots. Platinum also has an ownership interest in several special purpose entities that in turn own, operate and manage individual projects. PPV LLC is a joint venture between Platinum and a non-debtor entity, Pittman Partners, Inc., each of whom hold an equity interest in PPV. PPV owned four projects directly and owns 100% of the membership interest of Sweet Charity Estates, LLC. Platinum Properties and PPV LLC filed for Chapter 11 protection (Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25, 2011. Lawyers at Baker & Daniels serve as the Debtors' bankruptcy counsel. Platinum Properties disclosed $14,624,722 in assets and $181,990,960 in liabilities as of the Chapter 11 filing. The U.S Trustee has not yet appointed a creditors committee in the Debtor's case. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. POINT BLANK: Judge Approves Gores-Led Auction Process ----------------------------------------------------- Samuel Howard at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Peter J. Walsh on Wednesday approved the auction process for Point Blank Solutions Inc. that is built around private equity firm The Gores Group LLC's $30 million offer for the body armor maker. According to Law360, Judge Walsh set the assets auction for Oct. 27, setting the stage for the Gores-backed stalking horse, Barrier Acquisition LLC, to take control of the beleaguered company unless debtor-in-possession lenders led by buyout firm Lonestar Partners LP or any other suitor swoops in with a superior bid. 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 (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, 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. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co counsel. POWER EFFICIENCY: Earns $1 Million from Securities Offering ----------------------------------------------------------- Power Efficiency Corporation, on Oct. 4, 2011, consummated a closing of a private placement offering of units, each unit consisting of a Secured Convertible Promissory Note and warrants to purchase shares of the Company's common stock, receiving aggregate gross proceeds of $1,000,000. Many of the purchasers of units were either directors, affiliates or pre-existing stockholders of the Company. In the event the Company consummates any subsequent financing while the Notes are outstanding, all amounts due and owing under those Notes may be converted into equity or debt on the same terms as such subsequent financing at the sole discretion of the Note holder. The Notes are not otherwise convertible. The Warrants are exercisable for a period of five years and are initially exercisable into an aggregate of 2,777,780 shares of Company common stock at an exercise price of $.09 per share. The Offering was conducted pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation D, Section 4(2) and Rule 506 thereunder. About Power Efficiency Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) - - http://www.powerefficiency.com/-- is a clean technology company focused on efficiency technologies for electric motors. The Company's balance sheet at June 30, 2011, showed $3.41 million in total assets, $1.22 million in total liabilities, and $2.19 million total stockholders' equity. As reported in the TCR on April 6, 2011, BDO USA, LLP, in Las Vegas, Nevada, expressed substantial doubt about Power Efficiency's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses and has generated negative cash flows from operations. Continuation of the Company as a going concern is dependent upon achieving profitable operations or accessing sufficient operating capital. Management's plans to achieve profitability include developing new products, obtaining new customers and increasing sales to existing customers. Management is seeking to raise additional capital through equity issuance, debt financing or other types of financing. However, there are no assurances that sufficient capital will be raised. If the Company is unable to obtain it on reasonable terms, it would be forced to restructure, file for bankruptcy or significantly curtail operations. PRECISION OPTICS: Maturity of $600,000 Notes Extended to Oct. 31 ---------------------------------------------------------------- Precision Optics Corporation, Inc., on June 25, 2008, entered into a Purchase Agreement, as amended, with certain accredited investors pursuant to which the Company sold an aggregate of $600,000 of 10% Senior Secured Convertible Notes. The Investors amended the Notes on several dates to extend the "Stated Maturity Date" of the Notes. On Sept. 30, 2011, the Investors further amended the Notes to extend the "Stated Maturity Date" to Oct. 31, 2011. The Company believe the Investors will continue to work with it to reach a positive outcome on the Note repayment. About Precision Optics Headquartered in Gardner, Massachusetts, Precision Optics Corporation, Inc., has been a developer and manufacturer of advanced optical instruments since 1982. The Company designs and produces high-quality micro-optics, medical instruments and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. The Company reported a net loss of $1.05 million on $2.24 million of revenue for the fiscal year ended June 30, 2011, compared with a net loss of $660,882 on $3.09 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.12 million in total assets, $2.31 million in total liabilities, all current, and a $1.19 million total stockholders' deficit. As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in Westborough, Mass., expressed substantial doubt about Precision Optics' ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company has suffered recurring net losses and negative cash flows from operations. PROVADA INSURANCE: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Provada Insurance Services, Inc. 101 Montgomery Street, #1350 San Francisco, CA 94104 Bankruptcy Case No.: 11-33665 Chapter 11 Petition Date: October 7, 2011 Court: U.S. Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: Iain A. Macdonald, Esq. MACDONALD AND ASSOCIATES 221 Sansome Street, Third Floor San Francisco, CA 94104 Tel: (415) 362-0449 E-mail: iain@macdonaldlawsf.com Scheduled Assets: $97,420 Scheduled Debts: $1,725,613 The Company?s list of its 13 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/canb11-33665.pdf The petition was signed by Lloyd Silver, president. PURE BEAUTY: Has Green Light to Use Regis Cash Collateral --------------------------------------------------------- Judge Peter J. Walsh signed off on a stipulation and order authorizing Pure Beauty Salons & Boutiques Inc. and its debtor- affiliates to use cash collateral of the Regis Corporation. Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust II 2009 for the purpose of acquiring roughly 465 retail stores from Trade Secret Inc., and its affiliated Chapter 11 debtors (Bankr. D. Del. Case No. 10-12153) through a sale pursuant to Section 363 of the Bankruptcy Code. The consideration for the purchased stores was a credit bid by Regis of $32.5 million and the assumption by Pure Beauty Salons of $13 million in TSI's liabilities. Pursuant to an October 2010 asset purchase agreement, TSI sold to Pure Beauty Salons, as assignees of the rights of Regis under the TSI sale, substantially all of TSI's assets related to the purchased stores. TSI's bankruptcy case was dismissed in January 2011. Under a Credit and Security Agreement, Regis was granted a security interest in substantially all of Pure Beauty Salon's properties. As of Pure Beauty Salons' bankruptcy filing date, it owed Regis the $32.5 million. Pure Beauty Salons contends they need the ability to use the cash collateral securing their obligations to Regis otherwise they may be unable to fund operating and reorganization expenses that are necessary to maintain the value of the estates and to enable the Debtors to attempt to maximize recoveries for all parties-in- interest. As adequate protection for any cash collateral expended by the Debtors, Regis under the stipulation is granted replacement liens, subject to a carve-out for bankruptcy professional fees, and fees payable to the clerk of court and the U.S. Trustee's office. Judge Walsh scheduled a hearing to consider final approval of the Debtors' cash collateral use for Oct. 26 at 9:30 a.m. If no objections are received by Oct. 19, the Interim Order will be deemed final, Judge Walsh said. About Pure Beauty Salons Pure Beauty Salons & Boutiques Inc. has 436 mall-based locations operating beauty salons and retailing hair-care products. Franchisees are operating additional 22 BeautyFirst and 7 Trade Secret stores. Trade names include Trade Secret, Beauty Express, BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330 people are employed. Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No. 11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp. filed a separate petition (Bankr. D. Del. Case No. 11-13160). Judge Mary F. Walrath was initially assigned to the case. Judge Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' counsel. The Debtors' investment banker is SSG Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The Debtors' notice, claims solicitation, and balloting agent is Epiq Bankruptcy Solutions. The Debtor estimated assets and debts both at $10 million to $50 million. The Debtors owe $15 million to vendors and landlords. The petition was signed by Brian Luborsky, chief executive officer. Secured lender Regis Corp. is represented in the case by: Michael L. Meyer, Esq. RAVICH MEYER KIRKMAN MCGRATH NAUMAN & TANSEY P.A. 4545 IDS Center, 80 South Eighth Street Minneapolis, MN 55402 Tel: (612) 317-4745 E-mail: mlmeyer@ravichmeyer.com - and - Kathleen M. Miller, Esq. SMITH KATZENSTEIN & FURLOW LLP 800 Delaware Avenue, 10th Floor P.O. Box 410 Wilmington, DE 19899 Tel: 302-652-8400 ext 230 Fax: 302-652-8405 E-mail: kmiller@skjlaw.com PURE BEAUTY: Hearing on Sale Procedures Motion Set for Nov. 1 ------------------------------------------------------------- The Bankruptcy Court will hold a hearing on Nov. 1, 2011, at 10:30 a.m. to consider the request of Pure Beauty Salons & Boutiques Inc. and BeautyFirst Franchise Corp. for approval of procedures to govern the sale of the Debtors' assets and to establish relevant dates, including the bidding deadline and auction date. Objections are due by Oct. 25. When they filed for bankruptcy, the Debtors formalized a term sheet with respect to the sale of their assets to secured lender Regis Corporation. As part of the deal, Regis will assign its rights under an Asset Purchase Agreement to a newly formed affiliate of the Luborsky Family Trust II 2009, an insider of the Debtors. According to the Debtors' Sale Motion, prior to the bankruptcy petition date, their management and professionals approached Regis to determine its interest in acting as a stalking horse bidder with respect to the sale. Management believed Regis was the most likely candidate to successfully act as the stalking horse bidder given its history with, and recent sale, of the Trade-Premier Group to Premier Salons Beauty Stores, Inc., the business synergies currently in place by and among Regis and the Debtors, Regis' overall place in the competitive market in which the Debtors operate, and Regis' secured position with respect to substantially all of the Debtors' assets. A joint venture of Regis and a newly formed affiliate of LFT II will buy the Debtors for $32.5 million representing a credit bid from Regis and the assumption of liabilities. That LFT II affiliate intends to continue the Debtors' business, albeit as a scaled down operation that eliminates unprofitable stores. The Debtors propose that the deadline for submitting bids be 75 days after the Court's entry of the Bid Procedures Order. The auction will be held no later than two days after the bid deadline. A hearing to approve the sale will be held two days later. The Debtors proposes to reimburse the stalking horse bidder of its expenses of up to $100,000 in the event the Debtors cut a deal with another buyer. About Pure Beauty Salons Pure Beauty Salons & Boutiques Inc. has 436 mall-based locations operating beauty salons and retailing hair-care products. Franchisees are operating additional 22 BeautyFirst and 7 Trade Secret stores. Trade names include Trade Secret, Beauty Express, BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330 people are employed. Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust II 2009 for the purpose of acquiring roughly 465 retail stores from Trade Secret Inc., and its affiliated Chapter 11 debtors (Bankr. D. Del. Case No. 10-12153) through a sale pursuant to Section 363 of the Bankruptcy Code. The consideration for the purchased stores was a credit bid by Regis Corp. of $32.5 million and the assumption by Pure Beauty Salons of $13 million in TSI's liabilities. Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No. 11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp. filed a separate petition (Bankr. D. Del. Case No. 11-13160). Judge Mary F. Walrath was initially assigned to the case. Judge Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' counsel. The Debtors' investment banker is SSG Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The Debtors' notice, claims solicitation, and balloting agent is Epiq Bankruptcy Solutions. The Debtor estimated assets and debts both at $10 million to $50 million. The Debtors owe $15 million to vendors and landlords. The petition was signed by Brian Luborsky, chief executive officer. Secured lender Regis Corp. is represented in the case by Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP. PURE BEAUTY: Sec. 341 Creditors' Meeting Set for Nov. 10 -------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, will convene a meeting of creditors in the bankruptcy cases of Pure Beauty Salons & Boutiques Inc. and BeautyFirst Franchise Corp. on Nov. 10, 2011 at 1:30 p.m. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Pure Beauty Salons Pure Beauty Salons & Boutiques Inc. has 436 mall-based locations operating beauty salons and retailing hair-care products. Franchisees are operating additional 22 BeautyFirst and 7 Trade Secret stores. Trade names include Trade Secret, Beauty Express, BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330 people are employed. Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust II 2009 for the purpose of acquiring roughly 465 retail stores from Trade Secret Inc., and its affiliated Chapter 11 debtors (Bankr. D. Del. Case No. 10-12153) through a sale pursuant to Section 363 of the Bankruptcy Code. The consideration for the purchased stores was a credit bid by Regis Corp. of $32.5 million and the assumption by Pure Beauty Salons of $13 million in TSI's liabilities. Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No. 11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp. filed a separate petition (Bankr. D. Del. Case No. 11-13160). Judge Mary F. Walrath was initially assigned to the case. Judge Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' counsel. The Debtors' investment banker is SSG Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The Debtors' notice, claims solicitation, and balloting agent is Epiq Bankruptcy Solutions. The Debtor estimated assets and debts both at $10 million to $50 million. The Debtors owe $15 million to vendors and landlords. The petition was signed by Brian Luborsky, chief executive officer. Secured lender Regis Corp. is represented in the case by Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP. PURE BEAUTY: To Reject Leases for Unprofitable Outlets ------------------------------------------------------ Pure Beauty Salons & Boutiques Inc. and BeautyFirst Franchise Corp. seek the Court's authority to reject certain non-residential real property leases for unprofitable store locations effective as of the earlier of Oct. 14, 2011, and the date that the Debtors tender possession of the property. The Debtors also seek permission to abandon furniture, fixtures and equipment at the vacated properties. About Pure Beauty Salons Pure Beauty Salons & Boutiques Inc. has 436 mall-based locations operating beauty salons and retailing hair-care products. Franchisees are operating additional 22 BeautyFirst and 7 Trade Secret stores. Trade names include Trade Secret, Beauty Express, BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330 people are employed. Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust II 2009 for the purpose of acquiring roughly 465 retail stores from Trade Secret Inc., and its affiliated Chapter 11 debtors (Bankr. D. Del. Case No. 10-12153) through a sale pursuant to Section 363 of the Bankruptcy Code. The consideration for the purchased stores was a credit bid by Regis Corp. of $32.5 million and the assumption by Pure Beauty Salons of $13 million in TSI's liabilities. Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No. 11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp. filed a separate petition (Bankr. D. Del. Case No. 11-13160). Judge Mary F. Walrath was initially assigned to the case. Judge Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' counsel. The Debtors' investment banker is SSG Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The Debtors' notice, claims solicitation, and balloting agent is Epiq Bankruptcy Solutions. The Debtor estimated assets and debts both at $10 million to $50 million. The Debtors owe $15 million to vendors and landlords. The petition was signed by Brian Luborsky, chief executive officer. Secured lender Regis Corp. is represented in the case by Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP. QUINCY MEDICAL: Court Approves Assets Sale to Steward Medical ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Quincy Medical Center, Inc., et al., to sell the hospital and related business assets to sell to Quincy Medical Center, A Steward Family Hospital, Inc., formerly Steward Medical Holdings Subsidiary Five, Inc. As reported in the Troubled Company Reporter on Sept. 16, 2011, the Debtors filed a plan of liquidation dated Sept. 8, 2011, which contemplate the sale of substantially all of their assets to Steward Medical Holdings Subsidiary Five, Inc. The Company proposes to sell assets utilized by the Company in operating its business, including without limitation the Company's: (i) interests in real property, including the Company's fee interest in real property improved by its 196-bed acute care hospital; (ii) personal property, including equipment, furniture and inventory used to operate the Hospital; (iii) third-party payor contracts and provider numbers under which the Company collects most of its revenue from government and third-party payors, and other unexpired leases and executory contracts as designated by purchaser; and (iv) accounts receivable, work in process, intellectual property, including the Quincy Medical Center name, and other miscellaneous, specified assets. About Quincy Medical Center Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy, Massachusetts. Quincy Medical Center, Inc. together with two affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on July 1, 2011. John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to the Debtors. Navigant Capital Advisor LLC and Navigant Consulting Inc. serve as financial advisors. Epiq Bankruptcy Solutions LLC is the claims, noticing, and balloting agent. Quincy disclosed assets of $73 million and liabilities of $79.4 million. Debt includes $56.4 million owing on secured bonds issued through a state health-care finance agency. There is another $2.5 million secured obligation owing to Boston Medical Center Corp. Accrued liabilities are $18.2 million. On July 12, 2011, the U.S. Trustee for the District of Massachusetts appointed the Official Committee of Unsecured Creditors. Counsel to the Creditors' Committee is Jeffrey D. Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts. Deloitte Financial Advisory Services LLC is the financial advisor to the Creditors' Committee. RADIOSHACK CORP: Moody's Affirms 'Ba1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service revised RadioShack Corporation's outlook to negative from stable and affirmed the company's Ba1 Corporate Family and Probability of Default Ratings, and Ba2 rating of its senior unsecured notes and senior unsecured convertible notes. RadioShack has an SGL-1 Speculative Grade Liquidity rating. "RadioShack's financial leverage is high for the rating category and Moody's does not expect the company's operating performance to reverse its negative trend in the near to medium term and therefore expect margins and credit metrics to continue to deteriorate", stated Moody's Senior Analyst Mickey Chadha. "RadioShack's new Target mobile centers which replaced the company's Sam's Club kiosks have comparatively lower operating margins and will take time to generate traction, further pressuring the company's bottom line and credit metrics", Chadha further stated. These ratings are affirmed: Corporate Family Rating at Ba1 Probability of Default Rating at Ba1 $375 million 2.5% senior unsecured convertible notes due 2013 at Ba2 (LGD 4, 64%) $325 million senior unsecured notes due 2019 at Ba2 (LGD 4, 64%) Senior unsecured shelf rating at (P) Ba2 The negative outlook reflects RadioShack's lackluster operating performance which has resulted in margin erosion and credit metrics that are inconsistent with the current rating category. Moody's expects the company's margins and credit metrics to remain under pressure. Given the negative outlook, upward movement in RadioShack's ratings is unlikely in the near to medium term. Stabilization of the outlook could occur if operating margins reverse their declining trend, liquidity remains very good, debt/EBITDA is sustained below 4.0 times and EBITA to interest is sustained above 3.0 times. A higher rating would likely require improvements in operating performance such that debt / EBITDA is sustained below 3.25 times and EBITA to interest is sustained above 4.25 times. A more aggressive financial policy, deterioration in liquidity and a failure to stem erosion in operating margins could result in a downgrade. Quantitatively ratings could be downgraded if debt / EBITDA is sustained above 4.0 times or if EBITA to interest drops below 3.0 times. The last rating action on RadioShack was on April 26, 2011 when its senior unsecured notes were assigned a Ba2 rating and all other ratings were affirmed with a stable outlook. The principal methodologies used in this rating were Global Retail Industry published in June 2011, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. RadioShack is a retailer of consumer electronics and peripherals, as well as a retailer of cellular phones. It operates 4,463 stores in the U.S. and Mexico and 1,481 wireless phone kiosks in the U.S. The company also generates sales through a network of 1,175 dealer outlets worldwide. LTM June 30, 2011 revenues were approximately $4.5 billion. REAL MEX: Can Borrow $25MM Under DIP Facility on Interim -------------------------------------------------------- Real Mex Restaurants Inc. won interim Court authority to borrow under a DIP financing credit agreement syndicated by General Electric Capital Corporation, as administrative agent and collateral agent, and GE Franchise Finance Commercial LLC. The DIP lenders have committed to provide a letter of credit facility of up to $20 million and a revolving credit facility of up to $29 million. On an interim basis, the Debtors intend to borrow up to an aggregate of $20 million under the LC Facility and $5 million under the Revolver Facility. The Debtors also won interim authority to use cash collateral securing their obligations to their prepetition secured lenders, not to exceed $5 million. The Interim Court Order expires Nov. 4. The Debtors have told the Court that their reason to obtain DIP financing and use cash collateral is compelling. The Debtors said they have roughly $1.0 million of cash on hand with no additional borrowing capacity under a prepetition first lien credit agreement. The proposed DIP Facility will provide liquidity for working capital and other general corporate purposes of the Debtors subject to a monthly budget, thereby permitting the Debtors to continue business operations in the ordinary course. The Debtors said the DIP facility and cash collateral will also allow them to complete their marketing and sale process. Real Mex Restaurants Inc. is the borrower or issuer, and the other Debtors are guarantors, under several credit facilities. As of the Petition Date, the Debtors owed: (a) roughly $37.4 million -- of which $19.9 million constitutes contingent reimbursement obligations in connection with issued but undrawn letters of credit -- under a senior secured credit facility (first lien credit facility) that provides up to $17.5 million of revolving credit and $22.5 million of letter of credit availability. GECC serves as the First Lien Agent; (b) roughly $130 million under a senior secured notes issuance (second lien notes). Wells Fargo Bank, National Association, serves as the Second Lien Trustee; and (c) roughly $34.6 million under an unsecured credit facility. Credit Suisse, Cayman Islands Branch, serves as administrative agent, sole bookrunner and lead arranger under the so-called Opco Unsecured Loan. RM Restaurant Holding Corp. separately owes roughly $38.8 million under an unsecured credit facility, where Credit Suisse, Cayman Islands Branch (as successor to Wilmington Trust FSB), also serves as administrative agent -- Holdco Unsecured Loan. The Prepetition First Lien Secured Agent, the Prepetition Second Lien Trustee and the Majority Prepetition Second Lien Secured Noteholders have negotiated in good faith regarding the Debtors' use of cash collateral. These creditor constituencies have agreed to permit the Debtors to use cash collateral during the interim period. The DIP facility matures on the earliest to occur of (a) March 31, 2012, (b) the effective date of a plan of reorganization, (c) the a so-called Termination Declaration Date, (d) the date of the consummation of the sale of all or substantially all of the assets and Equity Interests of the Debtors pursuant to section 363 of the Bankruptcy Code, and (e) the date all Obligations are indefeasibly paid in full in cash and the DIP Credit Agreement and the other Loan Documents are terminated. The Debtors have provided the secured lenders a rolling 13-week cash flow budget. Real Mex is seeking to sell its assets in three months. The Debtors are required under the DIP facility to meet these milestones: Petition Date File a motion seeking approval of bid Procedures Nov. 3 Hearing on Bid Procedures Motion Nov. 8 Approval of Bid Procedures Jan. 4 Bid deadline Jan. 9 Auction date, if necessary Jan. 13 Hearing to approve the sale to the winning bidder Feb. 13 Expected consummation of the sale The Debtors do not currently have a "stalking horse" bidder for their assets. The Debtors, however, are in active discussions with certain principal holders of their senior secured notes regarding a potential stalking horse transaction by the Second Lien Secured Parties. The sale proceeds will be used to pay in full all prepetition first lien obligations and DIP obligations promptly upon closing of the sale. The second lien obligations will be paid next. The DIP facility also requires the Debtors to pay a host of fees pursuant to fee letters. The Debtors won Court permission to file the fee letters under seal and may be shown on a confidential basis to the U.S. Trustee, the counsel and financial advisors to any statutory committee appointed in the case, and to Z Capital Management LLC, on behalf of Z Capital Special Situations Fund Holdings I LLC. Among others, the fee letter requires the Debtors to pay Sun Cantinas Finance LLC $250,000. The Debtors is authorized to pay the $100,000 portion pursuant to the Interim Order. Unsecured creditor Z Capital had objected to the DIP Motion and the request to keep the Fee Letters confidential. Z Capital said the Debtors are seeking to exclude from public view potentially massive fees to be paid, and pointed out that over $2 million in restructuring fees were being proposed to be paid during the first week of the case. Z Capital also said the GE Capital DIP Loan is deeply flawed and unwarranted, and that better alternatives are readily available. Z Capital pointed out that the Debtors propose to give a wealth of unjustifiable and potentially case-defining benefits to two groups of creditors who hold prepetition liens on only some of the Debtors' assets. Z Capital said the bondholders are not parties to the proposed DIP financing, are not extending a dime's worth of credit, and yet are receiving a multitude of improper benefits. The Interim Order grants the secured lenders adequate protection liens for the Debtors' use of cash collateral. Among others, the Debtors have agreed to pay the bankruptcy professionals retained by a group of second lien secured noteholders, by the Second Lien Indenture Trustee, subject to a cap. The Second Lien Indenture Trustee or its assignee has the right to credit bid up to the amount of the Second Lien Obligations. A final hearing on the DIP facility is set for Nov. 3. Objections to the Debtors' request are due Oct. 27. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by: Mark Shinderman, Esq. Fred Neufeld, Esq. Haig M. Maghakian, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017-5735 Telephone: (213) 892-4000 Facsimile: (213) 629-5063 E-mail: mshinderman@milbank.com fneufeld@milbank.com hmaghakian@milbank.com - and - Laura Davis Jones, Esq. Curtis A. Helm, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com chehn@pszjlaw.com The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. Counsel to the DIP Agent and the Prepetition First Lien Secured Agent are: Jeffrey G. Moran, Esq. Peter P. Knight, Esq. LATHAM & WATKINS LLP 233 S. Wacker Drive, Suite 5800 Chicago, IL 60606 E-mail: jeffrey.moran@lw.com peter.knight@lw.com - and - Kurt F. Gwynne, Esq. REED SMITH LLP 1201 Market Street, Suite 1500 Wilmington, DE 19801 E-mail: kgwym1e@reedsmith.com Counsel to the Prepetition Secured Second Lien Trustee are: Mark F. Hebbeln, Esq. Harold L. Kaplan, Esq. FOLEY & LARDNER LLP 321 North Clark Street, Suite 2800 Chicago, IL 60654-5313 E-mail: mhebbeln@foley.com hkaplan@foley.com Counsel to the Majority Prepetition Second Lien Secured Noteholders are: Adam C. Harris, Esq. David M. Hillman, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10022 E-mail: adam.harris@srz.com david.hillman@srz.com - and - Russell C. Silberglied, Esq. RICHARDS LAYTON & FINGER 920 North King Street Wilmington, DE 19801 E-mail: silberglied@rlf.com Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by: Derek C. Abbott, Esq. Chad A. Fights, Esq. MORRIS NICHOLS ARSHT & TUNNELL LLP 1201 North Market Street, 18th Floor Wilmington, DE 19801 Telephone: 302-658-9200 Facsimile: 302-425-4664 E-mail: dabbott@mnat.com - and - Lee R. Bogdanoff, Esq. Whitman L. Holt, Esq. KLEE TUCHIN BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: 310-407-4000 Facsimile: 310-407-9090 E-mail: lbogdanoff@ktbslaw.com wholt@ktbslaw.com REAL MEX: Sec. 341 Creditors' Meeting Set for Nov. 2 ---------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, will convene a meeting of creditors in the bankruptcy cases of Real Mex Restaurants Inc. and its affiliated debtors pursuant to Section 341(a) of the Bankruptcy Code on Nov. 2, 2011, at 10:00 a.m., at J. Caleb Boggs Federal Building, 844 King Street, in Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq., at REED SMITH LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at RICHARDS LAYTON & FINGER. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN LLP. REAL MEX: Seeks to Immediately Pay Claims for Perishable Goods -------------------------------------------------------------- Real Mex Restaurants, Inc., and its subsidiaries and affiliates seek permission from the Bankruptcy Court to (i) pay, in the Debtors' sole discretion, trust fund claims under the Perishable Agricultural Commodities Act of 1930, the Packers and Stockyard Act of 1921, and state statutes of similar effect, and (ii) establish uniform procedures for determining and settling all valid PACA trust claims. As the operators of a multi-unit restaurant chain, the Debtors purchase a variety of consumable goods essential for the operations of their restaurants. In many instances, the consumable goods that are received daily by the Debtors are used in the preparation of the various menu items to be served later during that same day as well as in connection with Real Mex Foods Inc.'s manufacture, distribution and sale of food products. The consumable goods include among other things, beef, poultry, dairy products, produce and general merchandise purchased from a diverse range of vendors, including agricultural growers. The Debtors' purchase of certain of these consumable goods likely is subject to the requirements of PACA. As a result, the Debtors anticipate that a significant number of their vendors may file notices to preserve and assert claims under PACA. PACA generally provides protection to unpaid suppliers of perishable agricultural commodities in the form of a statutory trust consisting of a buyer's entire inventory of Perishable Commodities or Livestock and all products, receivables or proceeds related to any sale of thereof immediately on the delivery of goods to the buyer. PACA Trust Assets are not property of a bankruptcy debtor's estate. As such, payments made to trust beneficiaries fall outside of the priority scheme established by the Bankruptcy Code, and provided that holders of PACA Claims satisfy the applicable statutory requirements, they are entitled to payment from the PACA Trust ahead of the Debtors' secured and unsecured creditors. The Debtors said payment of PACA claims at this time will not prejudice or affect the amounts available for distribution to the Debtors' other creditors, and instead will ensure that the flow of Perishable Commodities, meat and poultry products, which are vital to the Debtors' operations, continue unhindered. As of the Petition Date, the Debtors believe that its PACA Claimants have prepetition claims in the amount of roughly $500,000. Similarly, subject to certain limitations, PSA provides protections to unpaid sellers of livestock or poultry in the form of a statutory trust on a buyer's entire inventory of livestock or poultry, as applicable, and all products, receivables or proceeds related to any sale of thereof immediately on the delivery of goods to the buyer. Like PACA, claims based on a PSA statutory trust must be satisfied ahead of the claims of any are secured creditors holdings liens on a buyer's inventory or accounts receivable. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq., at REED SMITH LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at RICHARDS LAYTON & FINGER. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN LLP. REALOGY CORP: Bank Debt Trades at 20% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Realogy Corp. is a borrower traded in the secondary market at 80.17 cents-on-the- dollar during the week ended Friday, Oct. 7, 2011, a drop of 1.00 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 425 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2016, and carries Moody's B1 rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $21 million on $1.18 billion of net revenues for the three months ended June 30, 2011, compared with net income of $223 million on $1.25 billion of net revenues for the same period during the prior year. The Company also reported a net loss of $258 million on $2.01 billion of net revenues for the six months ended June 30, 2011, compared with net income of $26 million on $2.07 billion of net revenues for the same period a year ago. The Company's balance sheet at June 30, 2011, showed $7.98 billion in total assets, $9.29 billion in total liabilities, and a $1.31 billion total deficit. Realogy has 'Caa2' corporate family rating and 'Caa3' probability of default rating, with positive outlook, from Moody's. The rating outlook is positive. Moody's said in January 2011 that the 'Caa2' CFR and'Caa3' PDR reflects very high leverage, negative free cash flow and uncertainty regarding the timing and strength of a recovery of the residential housing market in the U.S. Moody's expects Debt to EBITDA of about 14 times for the 2010 calendar year. Despite the recently completed and proposed improvements to the debt maturity profile, the Caa2 CFR continues to reflect Moody's view that current debt levels are unsustainable and that a substantial reduction in debt levels will be required to stabilize the capital structure. S-SI RIO: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------- Debtor: S-SI Rio Grande, L.P. 16910 Dallas Parkway, Suite 100 Dallas, TX 75248 Bankruptcy Case No.: 11-36403 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Joseph F. Postnikoff, Esq. GOODRICH POSTNIKOFF & ALBERTSON, LLP 777 Main St., Suite 1360 Ft. Worth, TX 76102 Tel: (817) 347-5261 Fax: (817) 335-9411 E-mail: jpostnikoff@gpalaw.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 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb11-36403.pdf The petition was signed by Troy Bathman, president of St. Ives Holdings, LLC, Debtor's general partner. SCOTT DEGRAFF: Files for Chapter 11 Protection in Denver -------------------------------------------------------- Rick Carroll at the Aspen (Colo.) Times reports that businessman Scott DeGraff, saddled with millions of dollars in debts, sought Chapter 11 protection on Sept. 30, 2011, in the U.S. Bankruptcy Court in Denver, listing both his assets and debts between $10 million and $50 million. Mr. Carroll says Mr. DeGraff filed the bankruptcy as an individual, though the petition says his debts are "primarily business"-related. The bankruptcy sits against a backdrop of business setbacks Mr. DeGraff endured since he tapped the local eatery and bar market in 2008 after moving to Aspen from Las Vegas, where he had co-founded the N9NE Group -- a restaurant and nightclub chain. The extent of Mr. DeGraff's debts, however, was unclear as of Oct. 5, 2011, according to the report. The report relates Mr. DeGraff's bankruptcy petition does not provide any statements of his financial affairs or his source of income, an omission not lost on the bankruptcy court, which filed a notice of deficiency on Oct. 3, 2011. The notice says that the case will be dismissed if Mr. DeGraff does not meet the court's requirements to report various aspects of his financial standing, including a list of secured creditors. Lee Kutner at Kutner Miller Brinen PC represents Mr. DeGraff. The report says more than $7.5 million is listed in unsecured claims. The biggest is $4.2 million owed to D&R's Retirement Plan LLC, controlled by four principals with whom DeGraff once did business. D&R's had lent Mr. DeGraff $3 million to open the Junk and Liquid Sky establishments in Snowmass. After Mr. DeGraff failed to make good on the note, New York-based D&R's sued him. In October 2010 a federal judge ruled in the favor of D&R's, ordering DeGraff to pay it more than $4 million. The report adds that other unsecured claims include $118,020 to Porsche Leasing in Cincinnati and more than $100,000 to various credit card companies. Several law firms are listed as holders of unsecured claims, including the Aspen practice Allen, Wertz & Feldman LLP, which Mr. DeGraff owes $30,000. The report says Kutner Miller Brinen PC has received $36,431 to handle the case. Mr. Carroll says a meeting of creditors is scheduled for Nov. 7 in Denver's bankruptcy court. SEAGOVILLE VENTURE: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Seagoville Venture No. Two, L.P. 16910 Dallas Parkway, Suite 100 Dallas, TX 75248 Bankruptcy Case No.: 11-36399 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Joseph F. Postnikoff, Esq. GOODRICH POSTNIKOFF & ALBERTSON, LLP 777 Main St., Suite 1360 Ft. Worth, TX 76102 Tel: (817) 347-5261 Fax: (817) 335-9411 E-mail: jpostnikoff@gpalaw.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 nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb11-36399.pdf The petition was signed by Troy Bathman, president of St. Ives Holdings, LLC, Debtor's general partner. SEAHAWK DRILLING: Consummates Full-Payment Chapter 11 ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Seahawk Drilling Inc. sold its 20 shallow-water jackup rigs for $155 million and implemented a liquidating Chapter 11 plan on Oct. 4 that the bankruptcy judge in Corpus Christi, Texas approved in a Sept. 28 confirmation order. The plan was designed to pay creditors in full. Hercules Offshore Inc. bought the business in April for $25 million cash plus 22.3 million of its shares. Based on the closing price for the stock at the time, the total came to $155 million. A copy of the final Chapter 11 plan, as confirmed, is available for free at: http://is.gd/ej4rHv A copy of the order confirming the Plan is available for free at: http://is.gd/4helXo About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. The Company and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11, 2011. Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors' bankruptcy counsel. Shelby A. Jordan, Esq., and Nathaniel Peter Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in Corpus Christi, Texas, serve as the Debtors' co-counsel. Alvarez and Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons & Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Judy A. Robbins, U.S. Trustee for Region 7, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Seahawk Drilling Inc. and its debtor-affiliates. Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors committee. In its amended schedules, Seahawk Drilling disclosed $208,190,199 in assets and $438,458,460 in liabilities as of the petition date. Seahawk filed for Chapter 11 protection to complete the sale of all assets to Hercules Offshore, Inc. As reported by the Troubled Company Reporter on April 11, 2011, the Bankruptcy Court approved an Asset Purchase Agreement between Hercules Offshore and its wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling, pursuant to which Seahawk agreed to sell to Hercules, and Hercules agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and related assets, accounts receivable and cash and certain liabilities of Sellers in a transaction pursuant to Section 363 of the U.S. Bankruptcy Code. The deal was valued at about $176 million when it received court approval. The purchase price for the acquisition will be funded by the issuance of roughly 22.3 million shares of Hercules Offshore common stock and cash consideration of $25 million, which will be used primarily to pay off Seahawk's Debtor-in-Possession loan. The number of shares of Hercules Offshore common stock to be issued will be proportionally reduced at closing, based on a fixed price of $3.36 per share, if the outstanding amount of the DIP loan exceeds $25 million, with the total cash consideration not to exceed $45 million. The deal closed on April 27, 2011. SIGNATURE STYLES: Working with Committee on Wind Down, Plan Draft ----------------------------------------------------------------- Signature Styles, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until Jan. 4, 2012, March 5, 2012, respectively. The Debtors explain that they need more time to work with the Official Committee of Unsecured Creditors to wind down their bankruptcy estates and formulate and confirm a chapter 11 liquidating plan. The Debtors relate that on Sept. 9, 2011, the Court authorized the sale of substantially all assets to Artemis, LLC. The sale closed on Sept. 12, 2011. The Debtors add that Anthony M. Saccullo Business Consulting, LLC was appointed as their wind down officer. The Debtors set an Oct. 11 hearing on their requested exclusivity extensions. Objections, if any, are due Oct. 11, at 4:00 p.m., Eastern Time. About Signature Styles Signature Styles LLC, owner of the Spiegel catalog, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6, 2011, along with a deal to sell the business to affiliates of the current owners and lenders. New York-based Signature Styles, which filed for bankruptcy together with its affiliates, disclosed assets of $48.6 million and debt of $867.6 million. It purchased the Spiegel business for $21.7 million at a foreclosure sale in June 2009. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, serves as counsel to the Debtor. Western Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Signature Styles completed the bankruptcy sale of the Spiegel catalogue business to the secured lender on Sept. 12, 2011. The business was purchased by a fund associated with Patriarch Partners LLC, the owner and lender through affiliated funds. The contract with Patriarch was negotiated before the Chapter 11 filing. The Patriarch fund paid $2 million cash and assumed specified liabilities, including $30 million outstanding on a term loan and revolving credit. No trustee or examiner has been appointed in the Chapter 11 cases. On June 17, 2011, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. SIGNATURE STYLES: Taps Delaware Claims Agency as Noticing Agent --------------------------------------------------------------- Signature Styles LLC and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ Delaware Claims Agency LLC as claims, noticing and balloting agent. Delaware Claims will, among others, prepare and serve those notices required in the Debtors' Chapter 11 cases and maintain the official claims register. Joseph L. King, a member of Delaware Claims, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Signature Styles Signature Styles LLC, owner of the Spiegel catalog, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6, 2011, along with a deal to sell the business to affiliates of the current owners and lenders. New York-based Signature Styles, which filed for bankruptcy together with its affiliates, disclosed assets of $48.6 million and debt of $867.6 million. It purchased the Spiegel business for $21.7 million at a foreclosure sale in June 2009. Debt includes $37.2 million owing on a secured term loan and revolving credit. Unsecured debt totals $35.3 million, which include $9.8 million owing to trade suppliers and $23.2 million in customer obligations. The lenders and owners are funds affiliated with Patriarch Partners LLC. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, serves as counsel to the Debtor. Western Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. A fund affiliated with Patriarch Partners LLC has an agreement to buy the business in return for the assumption of specified debt, including $30 million owing on the term loan and revolving credit. The buyer also will honor some customer obligations. The stalking-horse purchase agreement requires approval of bidding procedures by July 7 and approval of a sale by Aug. 4. Roberta A. Deangelis, United States Trustee for Region 3, under 11 U.S.C. SEC 1102(a) and (b), appointed the following amended unsecured creditors who are willing to serve on the Official Committee of Unsecured Creditors of Signature Styles LLC. SLAVERY MUSEUM: Files Schedules of Assets and Liabilities --------------------------------------------------------- Chelyen Davis at fredericksburg.com reports that the U.S. Slavery Museum filed its schedules of assets and liabilities and statement of financial affairs, disclosing that: -- it owes unsecured creditors $3.2 million. The largest is a $1.6 million debt to Lexington Design and Fabrication in Arleta, Calif., for architectural design. The original contract was for $3.2 million; the museum paid about $682,000; -- it owes back taxes to the city of Fredericksburg, Virginia, estimated at $300,000, and debts to Pei Partnership Architects of $3.68 million. -- the land the museum was to be built on is due to be sold at auction. The museum's only real property is the land, valued at $7.6 million; -- there's a $3.9 million "secured claim" on the property. -- there's no cash, financial accounts, vehicles, stocks nor other interests. The United States National Slavery Museum in Richmond, Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case No. 11-36013) on Sept. 21, 2011. Judge Douglas O. Tice, Jr., presides over the case. Sandra Renee Robinson, Esq., at Robinson Law & Consulting Firm, P.C., represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. SOLYNDRA LLC: House Republicans Seek DOE Loan Documents ------------------------------------------------------- Liz Hoffman at Bankruptcy Law360 reports that House Republicans on Friday again requested details about all loan guarantees made under a U.S. Department of Energy program that backed a $535 million loan to Solyndra Inc., the solar energy company whose unfolding bankruptcy has sparked criminal and congressional investigations. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had approximately 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. In the Chapter 11 cases, the Debtors are pursuing a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors are unable to identify any such potential buyers, an orderly liquidation of the Debtors' assets for the benefit of their creditors. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Solyndra LLC. SOUTH EDGE: Investors Settle $26MM Development Funds Dispute ------------------------------------------------------------ Sindhu Sundar at Bankruptcy Law360 reports that South Edge LLC moved closer to its Chapter 11 exit as project investors involved in a $26 million dispute over development funds reached a settlement Wednesday. Law360 relates that U.S. Bankruptcy Judge Bruce A. Markell agreed to hear the motion for the order approving the settlement Oct. 17, the same day as the confirmation hearing of a reorganization plan filed Sept. 8. About South Edge Las Vegas, Nevada-based South Edge LLC owns the Inspirada project, an uncompleted 2,000-acre residential development in Henderson, Nevada, about 16 miles (26 kilometers) southeast of Las Vegas. The eight owners of the project include an affiliate of KB Home, a 49% owner. Other owners are Coleman Toll LP with 10.5%, Pardee Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer Homes USA Inc. with 2.6%. JPMorgan Chase Bank, N.A., Credit Agricole Corporate and Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968) on Dec. 9, 2010, against South Edge, LLC. The petitioning creditors are part of a lender group that provided a $595 million credit. New York-based JPMorgan serves as lender and agent for the group. South Edge filed motions to dismiss the involuntary petition. The Court conducted a contested trial on Jan. 24 and 25, 2011, and Feb. 2 and 3, 2011. On Feb. 3, 2011, the Court entered an order for relief under Chapter 11 of the Bankruptcy Code against the Debtor and issued an order directing the appointment of a chapter 11 trustee. The United States Trustee appointed Cynthia Nelson to serve as Chapter 11 trustee on Feb. 20, 2011. The Court approved the appointment three days later. South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel. The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm as local counsel. Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A., are represented by lawyers at Morrison and Foerster LLP; and Lewis and Roca LLP. Credit Agricole is represented by lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury & Standish. SOUTH EDGE: Owner Settles Dispute With Focus Property Affiliate --------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that the company that owns the Las Vegas-area Inspirada real-estate project has struck a settlement with a Focus Property Group affiliate that will pay Focus about $40 million in exchange for supporting Inspirada's bankruptcy-exit plan. About South Edge Las Vegas, Nevada-based South Edge LLC owns the Inspirada project, an uncompleted 2,000-acre residential development in Henderson, Nevada, about 16 miles (26 kilometers) southeast of Las Vegas. The eight owners of the project include an affiliate of KB Home, a 49% owner. Other owners are Coleman Toll LP with 10.5%, Pardee Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer Homes USA Inc. with 2.6%. JPMorgan Chase Bank, N.A., Credit Agricole Corporate and Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968) on Dec. 9, 2010, against South Edge, LLC. The petitioning creditors are part of a lender group that provided a $595 million credit. New York-based JPMorgan serves as lender and agent for the group. South Edge filed motions to dismiss the involuntary petition. The Court conducted a contested trial on Jan. 24 and 25, 2011, and Feb. 2 and 3, 2011. On Feb. 3, 2011, the Court entered an order for relief under Chapter 11 of the Bankruptcy Code against the Debtor and issued an order directing the appointment of a chapter 11 trustee. The United States Trustee appointed Cynthia Nelson to serve as Chapter 11 trustee on Feb. 20, 2011. The Court approved the appointment three days later. South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel. The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm as local counsel. Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A., are represented by lawyers at Morrison and Foerster LLP; and Lewis and Roca LLP. Credit Agricole is represented by lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury & Standish. ST. VINCENT'S: Sells Former Main Campus to Rudin for $260 Million ----------------------------------------------------------------- Timothy Weber at CoStar Group reports that, through Chapter 11 bankruptcy, the former main campus of St. Vincent's Hospital at 7-15 Seventh Ave. in New York was sold to Rudin Management Company, Inc. for $260 million. The 590,660-square-foot health care facility was constructed in 1930 and renovated in 2003 in the Hudson Square submarket of Manhattan. It is located on 2.25 acres in the Hudson Square submarket of Manhattan. According to the report, the buyer intends to redevelop the site with a new health care center, residential complex and a school. The Rudin Family has donated the hospital's O'Toole building to North Shore-Long Island Jewish Health Care System, which is expected to operate the neighborhood medical complex when it opens sometime in 2014. CoStar data says CB Richard Ellis represented Saint Vincent's Catholic Medical Centers of New York. Eyal Ofer's Global Holdings assisted the buyer in the sale. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SUMMERFIELD DEVELOPMENT : Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Summerfield Development, LLC 640 Broadmor Boulevard, Suite 100 Murfreesboro, TN 37219 Bankruptcy Case No.: 11-09966 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: George C Paine II Debtor's Counsel: Craig Vernon Gabbert, Jr., Esq. HARWELL HOWARD HYNE GABBERT MANNER 315 Deaderick St., Ste 1800 Nashville TN 37238 Tel: (615) 256-0500 Fax: (615) 251-1058 E-mail: cvg@h3gm.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 John Harney, chief manager. TC GLOBAL: Expects to Report $1.1-Mil. Net Loss in Fiscal 2012 -------------------------------------------------------------- During the annual meeting of shareholders convened on Sept. 27, 2011, TC Global, Inc., announced that it expects to complete the fiscal year ending April 1, 2012, with total sales roughly equivalent to total sales achieved during the prior fiscal year, but to realize an 8% decrease in labor costs and a 30% decrease in other expenses. As a result, the Company expects to report a net loss of approximately $1.1 million for Fiscal Year 2012, which represents a 78% improvement in net loss, compared with the prior fiscal year. The Company also announced that it expects to experience comparable store sales for Fiscal Year 2012 in the four to five percent range, which is comparable to what it achieved in the quarterly periods ended July 3, 2011, and April 3, 2011. These projections reflect management's current views with respect to the Company's results of operations and performance in future periods, and involve known and unknown risks, uncertainties and other factors that could cause events, including the Company's actual results, to differ materially from those expressed in the Company's forward-looking statements. These factors, including the Company's ability to successfully execute on its Fiscal Year 2012 operating plan, the performance of existing and new stores, and the success of the Company's domestic and international franchisees, among others, could cause the Company's financial performance to differ materially from the Company's goals and expectations. At the Annual Meeting of Shareholders convened on Sept. 27, 2011, the Company announced that an insufficient number of votes had been cast to establish a quorum of shares present in person or by proxy at the meeting. As a result, the meeting was adjourned to allow additional time for shareholders to submit proxies to vote on the election of directors. The meeting will be reconvened at the Company's headquarters, located at 3100 Airport Way South, Seattle, Washington, at 8:00 a.m. on Nov. 15, 2011. About TC Global TC Global, Inc., dba Tully's Coffee, is a specialty coffee retailer and wholesaler. Through company owned, licensed and franchised specialty retail stores in Washington, Oregon, California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah, throughout Asia with Tully's Coffee International, and with its global alliance partner Tully's Coffee Japan, Tully's premium coffees are available at nearly 600 branded retail locations globally, including more than 200 in the United States. TC Global also has the rights to distribute Tully's coffee through all wholesale channels internationally, outside of North America, the Caribbean and Japan. TC Global's corporate headquarters is located at 3100 Airport Way S, in Seattle, Washington. See http://www.TullysCoffeeShops.com The Company reported a net loss attributable to TC Global, Inc., of $5.21 million on $38.26 million of net sales for the year ended April 3, 2011, compared with a net loss attributable to TC Global, Inc., of $5.19 million on $39.57 million of net sales for the year ended March 28, 2010. The Company's balance sheet at July 3, 2011, showed $8.27 million in total assets, $16.48 million in total liabilities and a $8.21 million total stockholders' deficit. Moss Adams LLP, in Seattle, Washington, 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 and has limited working capital to fund operations. TELETOUCH COMMUNICATIONS: Amends Form S-1 Registration Statement ---------------------------------------------------------------- Teletouch Communications, Inc., previously filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission on June 17, 2011, which was subsequently amended on July 7, 2011, and declared effective on July 11, 2011. The Company filed a Post-Effective Amendment No. 1 to the Existing Registration Statement to, among other things: (i) include its updated audited financial statements for the fiscal year ended May 31, 2011, and (ii) update the prospectus sections, among others, titled "Prospectus Summary", "Management's Discussion and Analysis of Financial Conditions and Results of Operations," contained in the prospectus. A full-text copy of the amended prospectus is available for free at http://is.gd/hexxZC About Teletouch Teletouch Communications, Inc., offers a comprehensive suite of wireless telecommunications solutions, including cellular, two-way radio, GPS-telemetry and wireless messaging. Teletouch is an authorized provider of AT&T (NYSE: T) products and services (voice, data and entertainment) to consumers, businesses and government agencies, as well as an operator of its own two-way radio network in Texas. Recently, Teletouch entered into national agency and distribution agreements with Sprint (NYSE: S) and Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular network services. Teletouch operates a chain of 26 retail and agent stores under the "Teletouch" and "Hawk Electronics" brands, in conjunction with its direct sales force, customer care (call) centers and various retail eCommerce Web sites including: http://www.hawkelectronics.com/and http://www.hawkexpress.com/ Through its wholly-owned subsidiary, Progressive Concepts, Inc., Teletouch operates a national distribution business, PCI Wholesale, primarily serving large cellular carrier agents and rural carriers, as well as auto dealers and smaller consumer electronics retailers, with product sales and support available through http://www.pciwholesale.com/and http://www.pcidropship.com/among other B2B oriented Web sites. The Company reported a net loss of $2.50 million on $40.42 million of total operating revenues for the year ended May 31, 2011, compared with net income of $1.60 million on $51.96 million of total operating revenues during the prior year. The Company's balance sheet at May 31, 2011, showed $16.41 million in total assets, $27.17 million in total liabilities and a $10.76 million total shareholders' deficit. As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston, Texas, noted that the Company has increasing working capital deficits, significant current debt service obligations, a net capital deficiency along with current and predicted net operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. TEN X CAPITAL: Court Dismisses Chapter 11 Reorganization Case ------------------------------------------------------------- The Hon. John H. Squires of the U.S. Bankruptcy Court for the Northern District of Illinois dismissed the Chapter 11 case of Ten X Capital Partners III LLC (Series B) because the Debtor had sold substantially all of its assets to Pi Data Holdings LLC. The Debtor told the Court that the closing of the sale took place on Sept. 22, 2011. Ten X Capital Partners III, LLC (Series B) operates an industrial real property located at 601 W. Polk Street, Chicago, Illinois, as a telecom hotel and storage facility. Ten X Capital Partners III, LLC (Series B) filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 11-27294) on June 30, 2011. Judge John H. Squires presides over the case. The Debtor is represented by Chester H. Foster, Jr., Esq., at Foster & Smith. The petition was signed by John W. Branch, manager of RM Advisors, LLC. The Debtor listed $10,557,411 in assets and $6,996,386 in liabilities. TENGION INC: Gets Nasdaq Minimum Bid Price Non-Compliance Notice ---------------------------------------------------------------- Tengion, Inc. received notice from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share required for continued inclusion on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The notification letter has no effect at this time on the listing of the Company's common stock on The Nasdaq Global Market. Tengion's common stock will continue to trade on The Nasdaq Global Market under the symbol "TNGN". The notification letter states that the Company will be afforded 180 calendar days, or until April 2, 2012, to regain compliance with the minimum bid price requirement. In order to regain compliance, shares of the Company's common stock must maintain a minimum bid closing price of at least $1.00 per share for a minimum of ten consecutive business days. In accordance with Nasdaq's procedures, if the Company does not regain compliance by April 2, 2012, Nasdaq will provide written notification to the Company that the Company's common stock will be delisted. At that time, the Company may appeal Nasdaq's delisting determination to a Nasdaq Listing Qualifications Panel. Alternatively, the Company may be eligible for an additional grace period if it satisfies all of the requirements, other than the minimum bid price requirement, for initial listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5505. To avail itself of this alternative, the Company would need to submit an application to transfer its securities to The Nasdaq Capital Market. The Company intends to consider all available options to resolve the deficiency and regain compliance with the Nasdaq minimum bid price requirements. In addition, the Company intends to explore other options for the listing of its common stock. About Tengion Tengion, a clinical-stage biotechnology company, has pioneered the Organ Regeneration Platform(TM) that enables the Company to create proprietary product candidates that are intended to harness the intrinsic regenerative pathways of the body to produce a range of native-like organs and tissues. Tengion's product candidates seek to eliminate the need to utilize other tissues of the body for a purpose to which they are poorly suited, procure donor organs or administer anti-rejection medications. TENSAR LEASE: Moody's Rates Proposed Term Loan B at '(P)B1' ----------------------------------------------------------- Moody's Investors Service has assigned a (P)B1 to the proposed $190 million senior secured term loan B and a (P)Caa1 to the proposed $110 million senior secured term loan C of Tensar Lease Funding Corp., a special purpose finance vehicle consolidated by Tensar Corporation (collectively "Tensar"). Concurrently, Moody's has placed the Caa2 corporate family rating (CFR) on review for possible upgrade. Proceeds from the proposed refinancing are expected to be used to retire all existing bank debt and a portion of the existing Holding company PIK notes. Upon completion of the refinancing, Moody's is likely to upgrade the CFR to B3. These ratings have been assigned subject to review of final documentation: (P)B1 (LGD2, 25%) to the $190 million senior secured term loan B due 2016; and (P)Caa1 (LGD4, 68%) to the $110 million senior secured term loan C due 2017. These ratings were placed on review for possible upgrade: Corporate Family Rating at Caa2; and Probability of Default Rating (PDR) at Caa2. The ratings on the existing bank credit facilities will be withdrawn upon completion of the refinancing. Upon completion of the refinancing transaction, Moody's will move the CFR and PDR to Tensar Lease Funding Corp. from TCO Funding Corp. RATINGS RATIONALE The review will focus on Tensar's ability to execute a refinancing of its capital structure in light of a $40 million term loan payment amortization due in the first quarter of 2012 and revolver maturity in April 2012. Following the refinancing, a B3 CFR would reflect Tensar's new capital structure which incorporates lower all-in borrowing costs, despite an increased cash interest burden, an extended maturity profile and improved covenant cushion. Further, the B3 rating would reflect Tensar's high leverage, small scale, limited product diversification, and exposure to volatile infrastructure end-markets, mainly in the US and Europe. These factors are mitigated by Tensar's history of high margins, positive cash generation and ability to pass along commodity cost increases to its customers. Further, the rating reflects Moody's expectation that Tensar will generate synergies from recent acquisitions and will continue to shift its sales mix to higher margin Triaxial geogrids from Biaxial geogrids, given the pending expiration of US patents on the Biaxial geogrid. The (P)B1 rating on the proposed $190 million senior secured term loan B due 2016 reflects its second lien priority interest on the assets that secure the proposed $25 million ABL revolver due 2015 (primarily cash, AR and inventory) and a first lien priority interest on all other assets of Tensar and guarantors. The (P)Caa1 rating on the proposed $110 million senior secured term loan C due 2017 reflects its second lien priority interest on the tangible and intangible assets securing the term loan B and a third lien priority interest on collateral securing the ABL revolver. The bank credit facilities are senior in the capital structure relative to the Holdco PIK Notes and preferred stock. The CFR will likely be upgraded to B3 upon completion of the proposed refinancing assuming final terms are consistent with proposed terms and there is no deterioration in business fundamentals. Failure to execute the proposed refinancing in a timely manner could have negative implications given the $40 million term loan payment due in early 2012 and the maturity of its existing revolver in April 2012. The last rating action on Tensar was the January 25, 2011 upgrade of the CFR to Caa2 from Caa3 following the company's balance sheet restructuring completed in December 2010. The principal methodology used in rating Tensar Corporation was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the US, Canada and EMEA published in June 2009. Tensar Corporation is a US-based multinational holding company whose subsidiaries develop and manufacture an integrated suite of products and services that provide soil stabilization, earth retention, foundation support and erosion and sediment control for infrastructure end-markets including transportation, commercial construction and industrial construction. Revenues for the twelve months ending June 30, 2011 were approximately $217 million. Pro forma for the acquisition of the US geogrid distribution business of Contech Construction Products, Inc., revenues for the twelve months ending June 30, 2011 were approximately $228 million. TESORO CORP: Fitch Withdraws 'BB' Rating on Sr. Unsec. Notes ------------------------------------------------------------ Fitch Ratings has affirmed and simultaneously withdrawn the ratings for Tesoro Corporation (TSO) as follows: -- Issuer Default Rating (IDR) at 'BB'; -- Senior Unsecured Notes at 'BB'; -- Secured Bank Facility at 'BB+'. The Rating Outlook is Positive. All of the debt ratings for this issuer are withdrawn. Fitch will no longer provide rating coverage of Tesoro. Fitch has withdrawn the aforementioned rating for business reasons. The rating is no longer relevant to the agency's coverage. TEXAS RANGERS: Stern v. Marshall Interpreted Narrowly ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Michael Lynn in Fort Worth, Texas, narrowly reads Stern v. Marshall in the aftermath of the reorganization and sale of the Texas Rangers baseball club. The owner of the aircraft that ferried the team's players filed a lawsuit in bankruptcy court. Later, the team's new owner intervened in the suit and made a claim against the aircraft owner. After the aircraft owner filed a counterclaim against the team's new owner, the aircraft owner sought to have the suit removed from bankruptcy court on authority of the U.S. Supreme Court's decision this year in Stern v. Marshall. Mr. Rochelle relates that Judge Lynn pointed out that Stern involved a situation where a bankrupt made a counterclaim under state law against a creditor. In his case, Judge Lynn said it was the creditor who first invoked the jurisdiction of the bankruptcy court and filed the counterclaim alleged to be outside the bankruptcy court's constitutional power. According to the report, Judge Lynn admitted that although some statements in Stern could be taken to mean that "the bankruptcy court may not exercise jurisdiction over any state law based claim, those statements are necessarily taken out of context and must be considered at most as dicta." Mr. Rochelle relates that dicta is a statement not necessary for the decision at hand. Although dicta can be persuasive, it is not binding on a lower court. In his 15-page opinion, Judge Lynn, according to the report, recommended to a U.S. district judge that the suit remain in bankruptcy court. He concluded that the counterclaim appeared to be in the bankruptcy court's so-called core jurisdiction because it likely involved actions taken after bankruptcy in connection with the team's sale. Judge Lynn also said there isn't likely to be a right to a jury trial. The lawsuit is Paradigm Air Carriers Inc. v. Texas Rangers Baseball Partners (In re Texas Rangers Baseball Partners), 11-04017, U.S. Bankruptcy Court, Northern District Texas (Fort Worth). About Texas Rangers Baseball Texas Rangers Baseball Partners owned and operated the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. Texas Rangers Baseball Partners filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010. The partnership filed simultaneously with the bankruptcy petition a Chapter 11 plan that contemplated the sale of the club to an entity formed by a group that includes the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP is the conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Major League Baseball is represented by: Sandy Esserman, Esq. STUTZMAN, BROMBERG, ESSERMAN & PLIFKA PC 2323 Bryan Street, Suite 2200 Dallas, TX 75201-2689 Tel: 214-969-4900 Fax: 214-969-4999 Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28, 2010 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010 confirmed the Debtor's fourth amended version of the Prepackaged Plan of Reorganization. The judge's confirmation order cleared the way for a group of Hall of Fame pitcher Nolan Ryan, and Pittsburgh sports attorney and minor-league team owner Charles Greenberg to purchase the Texas Rangers. The Ryan group paid $385 million in cash and assumed $208 million in liabilities. The Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction. THIRD STREET: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Third Street, LLC 7701 Brink Road Gaithersburg, MD 20882 Bankruptcy Case No.: 11-29817 Chapter 11 Petition Date: October 4, 2011 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Wendelin I. Lipp Debtor's Counsel: Richard B. Rosenblatt, Esq. THE LAW OFFICES OF RICHARD B. ROSENBLATT 30 Courthouse Square, Suite 302 Rockville, MD 20850 Tel: (301) 838-0098 E-mail: rrosenblatt@rosenblattlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Joseph Prochaska Loan $40,000 18100 Bilney Drive Olney, MD 20832 The petition was signed by Gabriella Moss, managing member. TRAILER BRIDGE: Deutsche Bank Appointed Notes Indenture Trustee --------------------------------------------------------------- Trailer Bridge, Inc., on Oct. 7, 2011, entered into an Instrument of Resignation, Appointment and Acceptance by and among the Company, Wells Fargo, National Association, Deutsche Bank Trust Company Americas and Corporation Service Company. The Agreement provides that Deutsche Bank Trust Company Americas is appointed as the indenture trustee for the Company's $82,500,000 9.25% Senior Secured Notes which become due in November 2011. Deutsche Bank Trust Company Americas replaces Wells Fargo, National Association who resigned as indenture trustee. The Agreement is available for free at http://is.gd/Jcb2aV On Oct. 6, 2011, the Company received a letter from The Nasdaq Stock Market stating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days, the Company no longer meets the requirement that listed securities maintain a minimum bid price of $1.00 per share in accordance with Nasdaq Marketplace Rule 5450(a)(1). This notification has no immediate effect on the listing of the Company's common stock. The notification letter states that the Nasdaq listing rules provide the Company a compliance period of 180 calendar days, or until April 3, 2012, in which to regain compliance. If at any time during this 180 day period the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of ten consecutive business days, the Company will have regained compliance. The notification letter also states that, in the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other Nasdaq initial listing standards, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company whether it has been granted additional time. However, if it appears to Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide the Company with notice that its securities will be subject to delisting. As previously disclosed by the Company, on Aug. 18, 2011, the Company received a letter from Nasdaq stating that the Company's market value of publicly held shares was below the minimum $15,000,000 requirement for continued inclusion on The Nasdaq Global Market under Listing Rule 5450(b)(3)(C). The Company has until Feb. 14, 2012, to regain compliance with Listing Rule 5450(b)(3)(C). The Company will continue to monitor the market value and closing bid prices of its common stock and consider various options available to it if its common stock does not trade at a level that is likely to regain compliance. About Trailer Bridge Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated trucking and marine freight carrier that provides freight transportation between the continental U.S., Puerto Rico and the Dominican Republic. BDO USA, LLP, in Miami, Fla., expressed substantial doubt about Trailer Bridge's ability to continue as a going concern. The independent auditors noted that the Company has a significant working capital deficit resulting from the current maturities of long term debt. The Company reported a net loss of $2.3 million on $118.2 million of revenues for 2010, compared with net income of $2.6 million on $114.3 million of revenues for 2009. The Company's balance sheet at June 30, 2011, showed $105.62 million in total assets, $119.54 million in total liabilities, and a $13.92 million total stockholders' deficit. Bankruptcy Warning If the Company's cash flow and capital resources are insufficient to fund its debt service obligations, including refinancing the Notes due Nov. 15, 2011, the Company could face substantial liquidity problems and might be forced to reduce or delay capital expenditures, dispose of material assets or operations, seek to obtain additional equity capital, restructure or refinance its indebtedness. In the event that the Company is required to dispose of material assets or operations to meet its debt service obligations, the Company said it cannot be sure as to the timing of those dispositions or the proceeds that it would realize from those dispositions. Further, the Company said it cannot provide assurance that it will be able to restructure or refinance any of its indebtedness or obtain additional financing, given the uncertainty of prevailing market conditions from time to time. Such alternative measures may not be successful and may not permit the Company to meet its scheduled debt service obligations. In such an event, the Company may be forced to file for protection under federal bankruptcy laws. If the Company is able to restructure or refinance its indebtedness or obtain additional financing, the Company anticipates that the economic terms on which such indebtedness is restructured, refinanced or obtained will not be as favorable to the Company as its current indebtedness and may include an equity component that could include a change of control. * * * As reported by the TCR on May 25, 2011, Moody's Investors Service downgraded Trailer Bridge, Inc.'s Corporate Family and Probability of Default ratings two notches to Caa2 from B3. The ratings downgrade was prompted by Trailer Bridge's upcoming maturities comprising the majority of the company's debt structure over the next twelve months combined with insufficient liquidity sources to satisfy these obligations absent a refinancing. In the June 15, 2011, edition of the TCR, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'. "At the same time, we lowered our rating on the company's senior secured debt to 'CCC' (the same as the new corporate credit rating), from 'B-' and revised the recovery rating to '4' from '3', indicating our expectations of an average (30%-50%) recovery in the event of a payment default. The outlook is developing," S&P said. S&P related, "Our ratings on Trailer Bridge reflect its weak liquidity, highly leveraged financial profile, concentrated end- market demand, and participation in the capital-intensive and competitive shipping industry. Positive credit factors include the less-cyclical nature of demand for consumer staples that Trailer Bridge mostly carries and barriers to entry due to the Jones Act (which regulates intra-U.S. shipping). We categorize Trailer Bridge's business risk profile as vulnerable, its financial risk profile as highly leveraged, and liquidity as weak." TRAVELPORT HOLDINGS: Inks 4th Amended Credit Agreement with UBS --------------------------------------------------------------- In connection with the previously announced successful completion of a restructuring with respect to Travelport Limited's direct parent holding company, Travelport Holdings Limited senior unsecured payment-in-kind term loans due March 27, 2012, on Sept. 30, 2011, Travelport amended its existing credit facility pursuant to the Fourth Amended and Restated Credit Agreement among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, UBS AG, Stamford Branch, as administrative agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, and the other agents and other lenders. The Fourth Amended and Restated Credit Agreement, among other things: (i) allows for a new a second lien secured on a second priority basis; (ii) adds a minimum liquidity covenant to be effective under certain conditions; (iii) increases the Company's restricted payment capacity; (iv) limits the general basket for investments to $20 million; (v) provides for the Company's payment of a consent fee to various lenders; (vi) requires the Company to purchase and retire up to $20 million of its senior notes under certain conditions for each of the next 2 years unless those purchases would be reasonably likely to result in a violation of the Company's liquidity covenants during the following 12 month period; (vii) amends the Company's total leverage ratio test, which will initially be set at 8.0X until June 30, 2013, and adds a first lien leverage ratio test, which will initially be set at 4.0X until June 30, 2013; (viii) adds certain additional collateral; and (ix) effectuates various technical, conforming, and other changes in connection with the Restructuring. Second Lien Credit Agreement In connection with the Restructuring, on Sept. 30, 2011, the Company entered into a second lien credit agreement, dated as of Sept. 30, 2011, among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, Wells Fargo Bank, National Association, as administrative agent and as collateral agent, and each lender from time to time party thereto. The Second Lien Credit Agreement, among other things: (i) extends a new term loan in an aggregate principal amount of $342.5 million; (ii) has a maturity date of Dec. 1, 2016; (iii) carries an interest rate equal to LIBOR plus 6%, payable in cash or payment-in-kind interest on a cumulative quarterly basis; (iv) is guaranteed, on a secured second priority basis, by the same entities that guarantee the obligations under the Fourth Amended and Restated Credit Agreement; (v) has substantially the same covenants and events of default as under the Fourth Amended and Restated Credit Agreement; and (vi) may, under certain conditions, be converted into newly issued private-for-life bonds to be governed by an indenture that contains substantially the same covenants, events of default and remedies as the Second Lien Credit Agreement. Certain of the lenders party to the Fourth Amended and Restated Credit Agreement and Second Lien Credit Agreement, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for Travelport and its subsidiaries for which they have received, and will receive, customary fees and expenses. Shareholders' Agreement In connection with the Restructuring, on Oct. 3, 2011, the Company and its direct and indirect parent companies, entered into a shareholders' agreement with the PIK term loan lenders. Pursuant to the Shareholders' Agreement, as partial consideration for the Restructuring, the New Shareholders will receive, among other things, their pro rata share of 40% of the fully diluted issued and outstanding equity of Travelport Worldwide Limited, the direct parent of Holdings, and, subject to certain conditions, additional equity securities bringing the total equity held by the New Shareholders to 44% of Worldwide. The Shareholders' Agreement, among other things: (i) allows the New Shareholders to appoint two directors to the Company's board of directors as well as the board of directors of Holdings and Worldwide subject to certain conditions; (ii) restricts the Company's ability to enter into certain affiliate transactions, authorize or issue new equity securities and amend the Company's organizational documents without the consent of the New Shareholders; and (iii) allows holders of 2% or more of the outstanding equity of Worldwide to obtain additional information about the Company and certain of its parent companies. On Oct. 5, 2011, the Compensation Committee of the Company's Board of Directors approved a supplemental bonus program for certain members of the Company's management, including the Company's Named Executive Officers: Jeff Clarke ($401,901); Gordon A. Wilson ($376,923); Eric J. Bock ($139,051); Philip Emery ($125,000); and Lee Golding ($82,211), payable in respect of the fourth quarter of 2011 upon the satisfaction of certain conditions by the Company. In addition, on Oct. 4, 2011, the Company's Board of Directors approved a bonus of $350,000 to be paid to Eric J. Bock, Executive Vice President, Chief Legal Officer and Chief Administrative Officer of the Company, in recognition of his contribution to the Restructuring, as well as a bonus of $125,000 to be paid to Mr. Bock in each quarter of 2012, subject to certain conditions. Effective Oct. 3, 2011, the Company's Board approved certain amendments to the Company's bye-laws in order to provide for the adoption of the Shareholders' Agreement in connection with the Restructuring. About Travelport Holdings Travelport Holdings is the direct parent of Travelport Limited, is a broad-based business services company and a leading provider of critical transaction processing solutions to companies operating in the global travel industry. With a presence in 160 countries and approximately 3,500 employees, Travelport is comprised of the global distribution system (GDS) business, which includes the Galileo and Worldspan brands and its Airline IT Solutions business, which hosts mission critical applications and provides business and data analysis solutions for major airlines. Travelport also owns approximately 48% of Orbitz Worldwide (NYSE: OWW), a leading global online travel company. Travelport is a private company owned by The Blackstone Group, One Equity Partners, Technology Crossover Ventures, and Travelport management. Travelport Holdings Limited is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including Travelport Limited. Travelport Limited, a direct subsidiary of Travelport Holdings Limited, reported net income of $283 million on $1.061 billion of of net revenue for the six months ended June 30, 2011, compared with net income of $1 million on $1.056 billion of net revenue for the same period of 2010. Results for the six months ended June 30, 2011, includes gain of $312 million, net of tax, from the sale of sale of the Gullivers Travel Associates ("GTA") business to Kuoni Travel Holdings Limited ("Kuoni"). The sale was completed on May 5, 2011. Loss from continuing operations was $4 million during the six months ended June 30, 2011, compared with a loss of $2 million for the same period of 2010. Travelport Limited's balance sheet at June 30, 2011, showed $3.680 billion in assets, $4.136 billion in total liabilities, and a stockholders' deficit of $456 million. TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Travelport, Inc., is a borrower traded in the secondary market at 82.90 cents-on- the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 5.27 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 23, 2015. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Travelport Holdings Travelport Holdings is the direct parent of Travelport Limited, is a broad-based business services company and a leading provider of critical transaction processing solutions to companies operating in the global travel industry. With a presence in 160 countries and approximately 3,500 employees, Travelport is comprised of the global distribution system (GDS) business, which includes the Galileo and Worldspan brands and its Airline IT Solutions business, which hosts mission critical applications and provides business and data analysis solutions for major airlines. Travelport also owns approximately 48% of Orbitz Worldwide (NYSE: OWW), a leading global online travel company. Travelport is a private company owned by The Blackstone Group, One Equity Partners, Technology Crossover Ventures, and Travelport management. Travelport Holdings Limited is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including Travelport Limited. Travelport Limited, a direct subsidiary of Travelport Holdings Limited, reported net income of $283 million on $1.061 billion of of net revenue for the six months ended June 30, 2011, compared with net income of $1 million on $1.056 billion of net revenue for the same period of 2010. Results for the six months ended June 30, 2011, includes gain of $312 million, net of tax, from the sale of sale of the Gullivers Travel Associates ("GTA") business to Kuoni Travel Holdings Limited ("Kuoni"). The sale was completed on May 5, 2011. Loss from continuing operations was $4 million during the six months ended June 30, 2011, compared with a loss of $2 million for the same period of 2010. Travelport Limited's balance sheet at June 30, 2011, showed $3.680 billion in assets, $4.136 billion in total liabilities, and a stockholders' deficit of $456 million. TRIBUNE CO: Bank Debt Trades at 48% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 52.18 cents-on-the- dollar during the week ended Friday, Oct. 7, 2011, a drop of 3.48 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2014. Moody's has withdrawn its rating on the loan. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TXU CORP: Bank Debt Trades at 35% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 65.02 cents-on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 3.85 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. TXU CORP: Bank Debt Trades at 30% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 69.73 cents-on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 2.84 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. UNIGENE LABORATORIES: Inks Joint Development Pact with Nordic ------------------------------------------------------------- Unigene Laboratories, Inc., and Nordic Bioscience decide to establish a Joint Development Vehicle to progress up to three of Unigene's internally developed, proprietary calcitonin analogs through Phase 2 proof-of-concept in humans for the treatment of Type 2 diabetes, osteoarthritis and osteoporosis. Unigene and Nordic will each own 50% of the resulting JDV. Morten Karsdal, chief executive officer of Nordic Bioscience, said, "This exciting collaboration with Unigene is the ideal combination of Nordic's and Unigene's strengths and core competencies. Unigene is the leading company in the world for the oral formulation of peptides and Nordic within biochemical markers and clinical development. Both parties have extensive knowledge of calcitonin and entering into this Joint Development Vehicle is a rare opportunity that creates the perfect match." In exchange for 50% ownership interest in the JDV, Unigene will license, on an exclusive royalty free basis, up to three proprietary calcitonin analogs for development by the JDV for use in the treatment of Type 2 diabetes, osteoarthritis and osteoporosis. In addition to the license grant, Unigene will supply the analogs selected for development by the JDV for preclinical studies and, thereafter, manufacture sufficient quantities of the selected lead analog for clinical trials. In exchange for a 50% ownership of the JDV, Nordic is responsible for conducting and fully funding all preclinical, toxicology and clinical development through Phase 2 proof-of-concept for the Type 2 diabetes indication. Ashleigh Palmer, President and CEO of Unigene, commented, "Our collaboration with Nordic, a preeminent drug development company with industry leading expertise in metabolic biomarkers, represents an extremely important transaction for Unigene and is clearly a strong endorsement of our peptide design, oral delivery and recombinant manufacturing and development capabilities." Palmer continued, "Historically, our efforts have been focused on repurposing established peptide therapeutics, such as calcitonin and PTH. We have now received validation of our novel, proprietary compounds, having survived Nordic's rigorous biomarker screening. This collaboration transforms Unigene from a leading drug delivery partner to a legitimate biopharmaceutical development company. Together with Nordic, we are committed to aggressively advancing our programs focused upon multiple blockbuster markets such as Type 2 diabetes, osteoporosis and osteoarthritis through Phase 2 proof-of-concept in humans." Nozer Mehta, Unigene's Vice President of R&D, stated, "Nordic has published extensively on the development of calcitonin and other peptides for various metabolic diseases, including diabetes, osteoporosis and osteoarthritis. We are extremely confident to be able to move forward with the development of our novel, proprietary analogs having received Nordic's validation following its rigorous screening of these analogs and their mechanisms of action. Our two companies working together will result in tremendous synergy and high potential value creation." About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended Dec. 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of Dec. 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. The Company reported a net loss of $27.86 million on $11.34 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $13.37 million on $12.79 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $21.79 million in total assets, $76.33 million in total liabilities and a $54.53 million total stockholders' deficit. UNIGENE LABORATORIES: Claus Christiansen Buys $1.5-Mil. Shares -------------------------------------------------------------- Unigene Laboratories, Inc., announced that Dr. Claus Christiansen, Chairman of Nordic Bioscience, purchased $1.5 million of Unigene's common stock at a purchase price equivalent to the average share price over the previous 30 days through his Danish foundation, Den Danske Forskningsfond with an option to purchase an additional $1.5 million before year end. DDF has an option for an additional equity investment of up to $3.0 million in the first half of 2012. Ashleigh Palmer, President and CEO of Unigene, said, "Claus Christiansen is a legend in our industry, and his endorsement of Unigene's technology platforms and therapeutic peptides is a major accomplishment. Dr. Christiansen's investment provides additional cash runway, thereby enabling Unigene to launch its recently announced collaboration with Nordic Bioscience much sooner than would have otherwise been possible." Claus Christiansen, commented, "I have been following Unigene's tremendous progress closely since Ashleigh and his management team began their successful turnaround last year. I believe our investment provides the additional capital necessary to expedite the advancement of Unigene's various development programs, and in particular, the launch of the Nordic/Unigene joint development vehicle focused on potential blockbuster therapeutic peptide market opportunities such as Type 2 diabetes." About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended Dec. 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of Dec. 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. The Company reported a net loss of $27.86 million on $11.34 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $13.37 million on $12.79 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $21.79 million in total assets, $76.33 million in total liabilities and a $54.53 million total stockholders' deficit. UNITED STATES OIL: Sells Subsidiary to Jeff Turnbull ---------------------------------------------------- United States Oil and Gas Corp sold one of its subsidiaries, Turnbull Oil, to Jeff Turnbull, for cash and cancellation of approximately $3.45 million of debt. The effective date of the disposition of assets was Oct. 1, 2011. The financial statements to be issued for the three months ended Sept. 30, 2011, will reflect the sale. About United States Oil United States Oil and Gas Corp. OTC QB: USOG) -- http://www.usaoilandgas.com/-- is an oil and gas products, services and technology company headquartered in Austin, Texas. Through its subsidiaries, the Company markets and distributes refined oil and gas (diesel, gasoline, propane, high octane racing fuels and lubricants) to wholesale and retail customers in the United States. As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt about United States Oil and Gas Corp.'s ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has accumulated losses resulting in an accumulated deficit as of Dec. 31, 2010. The Company's balance sheet at June 30, 2011, showed $7.44 million in total assets, $7.34 million in total liabilities and $103,875 total stockholders' equity. The Company reported a net loss of $1.3 million on $24.7 million of revenue for 2010, compared with a net loss of $1.5 million on $9.4 million of revenue for 2009. UNIVISION COMMS: Bank Debt Trades at 19% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Univision Communications, Inc., is a borrower traded in the secondary market at 80.65 cents-on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop of 4.35 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 425 basis points above LIBOR to borrow under the facility. The bank loan matures on March 29, 2017, and carries Moody's B2 rating. The loan is one of the biggest gainers and losers among 96 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Univision Communications Univision, headquartered in New York, claims to be a leading Spanish language media company in the United States. Revenue for fiscal year 2010 was approximately $2.2 billion. As reported by the Troubled Company Reporter on Jan. 12, 2011, Standard & Poor's affirmed its ratings on New York City-based Spanish language TV and radio broadcaster Univision Communications, Inc.'s 8.5% senior unsecured notes due 2021, following the Company's proposed $315 million add-on to the issue. The add-on would bring the total dollar amount of the issue to $815 million. The issue-level rating on this debt remains at 'CCC+ (two notches lower than the 'B' corporate credit rating on the Company), and the recovery rating remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. S&P expects Univision to use proceeds from the proposed issuance to repay the remaining portion of its 9.75%/10.5% senior unsecured toggle notes due 2015, following the expiration of its current tender offer for the notes. The Company's current tender offer for up to $1.005 billion of its toggle notes, which S&P expects it will meet with proceeds from Grupo Televisa, S.A.B.'s investment, is set to expire on Jan. 21, 2011. On Apr. 28, 2011, the TCR related that Moody's assigned a B2 rating to Univision Communications, Inc.'s proposed $600 million senior secured notes due 2019. Univision plans to utilize the net proceeds from the note offering to redeem its $545 million senior secured notes due 2014 (2014 notes) and fund related transaction expenses. Univision's B3 Corporate Family Rating (CFR), B3 Probability of Default Rating, other debt instrument ratings, SGL 3 speculative-grade liquidity rating and stable rating outlook are not affected. The refinancing improves Univision's maturity profile, reduces refinancing risk related to its 2014 maturities (approximately $1.1 billion upon completion of the proposed offering), and will moderately reduce cash interest expense. Moody's does not expect the $55 million increase in debt as a result of funding the tender premium on the 2014 notes to materially alter Univision's current leverage position or the expected de-leveraging over the next few years. Moody's had expected in the existing B3 CFR and stable rating outlook that Univision would refinance the 2014 notes. On June 16, 2011, the TCR reported that Fitch Ratings affirmed Univision Communications, Inc.'s Issuer Default Rating (IDR) at 'B'; Senior secured at 'B+/RR3'; and Senior unsecured at 'CCC/RR6'. The Rating Outlook is Stable. The ratings incorporate Fitch's positive view on the U.S. Hispanic broadcasting industry, given anticipated continued growth in number and spending power of the Hispanic demographic, which is confirmed by U.S. census data. Additionally, Univision benefits from a premier industry position, with duopoly television and radio stations in most of the top Hispanic markets, with a national overlay of broadcast and cable networks. High ratings and concentrated Hispanic viewer base provide advertisers with an effective way to reach the large and growing U.S. Hispanic population. Ratings concerns are centered on the highly leveraged capital structure and the significant maturity wall in 2017, as well as the company's significant exposure to advertising revenue. USEC INC: Amends Form S-3 Registration Statement ------------------------------------------------ USEC Inc. filed with the U.S. Securities and Exchange Commission a Pre-effective Amendment No.1 to Form S-3 registration statement relating to the sale from time to time by Babcock & Wilcox Investment Company and Toshiba America Nuclear Energy Corporation of up to 22,826,407 shares of the Company's common stock. As a result of the standstill agreement, the earliest date that a Closing Deadline Failure could occur and that a selling security holder may elect to sell any shares of common stock pursuant hereto is Oct. 31, 2011. The applicable selling security holders will receive all of the proceeds from any sale of the shares offered hereby. The Company will not receive any of the proceeds, but the Company will incur expenses in connection with the offering. The Company's registration of the shares of common stock covered by the prospectus does not mean that the selling security holders will offer or sell any of the shares. The selling security holders may sell the shares of common stock covered by the prospectus in a number of different ways and at varying prices. The shares covered by the prospectus are subject to issuance upon conversion of currently outstanding shares of convertible preferred stock and exercise of warrants that are exercisable in the future and are subject to the Share Issuance Limitation, in compliance with the rules of the New York Stock Exchange. The Company's common stock is traded on the NYSE under the symbol "USU". On Oct. 6, 2011, the last reported sale price of the Company's common stock on the NYSE was $1.30 per share. A full-text copy of the amended prospectus is available at no charge at http://is.gd/Z81hWO 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 June 30, 2011, showed $4.12 billion in total assets, $2.80 billion in total liabilities and $1.32 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. VILLA D'ESTE: BofA Doesn't Consent to Cash Collateral Use --------------------------------------------------------- Bank of America, N.A., filed a notice in the bankruptcy case of Villa D?Este LP to perfect its interest in the rents and profits of the real property commonly known as 901 Pacific Ave., Manhattan Beach, California. BofA said it is the successor in interest to First Republic Bank, a division of Merrill Lynch Bank & Trust Co., FSB. BofA said all rents, issues and profits of 901 Pacific Ave., Manhattan Beach, California, coming into existence since the filing of the Debtor?s bankruptcy proceeding constitute BofA's cash collateral pursuant to 11 U.S.C. Section 363. BofA said it does not consent to the use of its cash collateral by the Debtor or any trustee. The Debtor is required to segregate and account to BofA for the cash collateral pursuant to 11 U.S.C. Section 363(c)(4). About Villa D'Este Villa D'Este LP, in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-21488) on Sept. 28, 2011. Judge Victoria S. Kaufman presides over the case. The Law Office of Elaine D. Etingoff -- elaineetingoff@gmail.com -- serves as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Phillip Ram, operating manager of general partner. Affiliates that previously filed separate Chapter 11 petitions are: Norman Salter (Bankr. C.D. Calif. Case No. 09-11653) on Feb. 17, 2009; and Phillip Ram, aka Dilip K. Ram (Bankr. C.D. Calif. Case No. 09-10969) on Jan. 21, 2009. Secured lender Bank of America is represented by: Patricia H. Lyon, Esq. Celine Mui, Esq. FRENCH & LYON PC 22 Battery Street, Suite 404 San Francisco, CA 94111 Telephone: 415-597-7849 Facsimile: 415-243-8200 E-mail: phlyon@frenchandlyon.com cmui@frenchandlyon.com VITRO SAB: Bank of America Opposes Release of $2.4 Million ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Banc of America Leasing & Capital LLC is opposing an effort by U.S. subsidiaries of Vitro SAB to take back $2.4 million the bank is holding as security for equipment leases. The dispute comes up for hearing today, Oct. 11, in U.S. Bankruptcy Court in Dallas. Mr. Rochelle recounts that the U.S. Vitro companies sold their assets about four months ago to American Glass Enterprises LLC, an affiliate of Sun Capital Partners Inc. The buyer was required to prove its ability to make payments under a lease with the bank's leasing affiliate. In the meantime, Vitro posted $2.4 million in cash security with the bank to obviate an objection to the sale. Mr. Rochelle relates that the bank filed papers in bankruptcy court last week saying it saw the buyer's financial information and concluded it would be "imprudent" to release the cash collateral. The bank, according to Mr. Rochelle, is opposing Vitro's motion to the extent it asks the bankruptcy court to compel releasing the $2.4 million if the judge were to conclude that the buyer has sufficient financial strength to make payments under the leases. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the first Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization. Accordingly, Vitro SAB on April 14 re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. Blackstone Advisory Partners L.P. serves as financial advisor to the Committee. WES CONSULTING: Plans to Sell Web Merchants to Fred Petrenko ------------------------------------------------------------ Liberator, Inc., formerly known as WES Consulting Inc., announced the signing of a definitive agreement for the sale of Web Merchants, Inc., to an entity controlled by the President of Web Merchants, Fred Petrenko. Under the agreement, Liberator, Inc., will receive 25.4 million shares of Liberator common stock held by Mr. Petrenko and a cash payment of $700,000 in exchange for 100% of the shares of Web Merchants currently owned by Liberator. Liberator originally acquired Web Merchants on Jan. 27, 2011, through the exchange of 28.4 million shares of Liberator common stock and a cash payment of $100,000 for 100% of the issued and outstanding stock of Web Merchants. As part of the sale of Web Merchants, Fred Petrenko will resign as a director and Executive Vice President of Liberator and Rufina Bulatova will resign as Vice President ? Online Marketing of Liberator. "Our decision to divest Web Merchants was carefully deliberated by our Board of Directors," said Louis Friedman, president and CEO of Liberator, Inc. "After operating under the ownership of Liberator for eight months, it became apparent that Web Merchants is not aligned with our long term strategic initiatives. Although we are parting company, we remain on good terms with the management of Web Merchants and we expect to continue to be long-term trading partners." The transaction, which is subject to customary closing conditions, is expected to close no later than Oct. 21, 2011, and will be effective Oct. 1, 2011. About Liberator Inc. Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider of goods and information to consumers who believe that sensual pleasure and fulfillment are essential to a well-lived and healthy life. The information that the Company provides consists primarily of product demonstration videos that the Company shows on its websites and instructional DVD's that the Company sells. The Company's balance sheet at March 31, 2011, showed $7.64 million in total assets, $5.70 million in total liabilities, and $1.94 million in total stockholders' equity. WINDRUSH SCHOOL: Wells Fargo Wants Case Converted or Dismissed -------------------------------------------------------------- Wells Fargo Bank N.A., the Indenture Trustee on $13 million of bonds issued by the California Statewide Communities Development Authority to Windrush School, wants the Debtor?s case converted to Chapter 7 liquidation or dismissed as a two-party dispute. Wells Fargo said the Debtor?s projections show that it is operating at a loss even before debt service. It admits it primarily hopes for a massive amount in donations. It has no business plan for a turnaround and is in Chapter 11 only to somehow keep the school open until the end of the academic year. "That is hardly the purpose of Chapter 11, which is being entirely misused," the bank said. Wells Fargo also pointed out that the Debtor has little, if any, past due unsecured dept. It is within $47,000 of being completely current. The Debtor?s problem is its dispute about how the school will be closed down, and that dispute is with one person -- Wells Fargo in its role as trustee. "Chapter 11 is not intended to help one party in a two party litigation dispute," the bank said. The bank made those arguments as part of its objection to the Debtor's request to use cash in an operating account and tuition payments to keep the school operating while in bankruptcy. Windrush borrowed the $13 million in 2007 to renovate its existing facilities and build a new classroom-library-science lab building. According to Wells Fargo, the school signed a Loan Agreement that required it to place all its ?Gross Revenues? -- defined in the trust indenture as effectively all of Windrush?s income and donations -- in a bank account subject to a security interest for the protection of bondholders who paid to build the new school buildings. Instead, Wells Fargo alleged that Windrush ignored its promise and concealed most of its Gross Revenue in accounts it could claim are not subject to the security interests of the bondholders because it had successfully avoided signing a deposit account control agreement on those accounts. Wells Fargo said Windrush hid what it had done for months, even after it defaulted in the payment of interest on the bonds in June 2011, and despite having the cash on hand in the concealed account from which it could have paid the interest due. Representatives of Windrush?s board and management team even met with the major bondholders and the Trustee to discuss ways to allow the school to finish the school year but concealed throughout those negotiations that it had secreted its cash in a way it could later argue prevented the Bond Holder?s security interest from attaching. Wells Fargo noted that Windrush admits that it cannot finish the school year even by using the concealed cash without raising substantial additional sums in the form of unrestricted donations to the school. Wells Fargo said Windrush is in a "donation solicitation wild goose chase". The bank also said Windrush has proposed no adequate protection for the use of the cash which constitute the bondholders' collateral and the proceeds of collateral -- the enrollment contracts themselves. The Bonds are held by four institutional entities: Lord Abbett & Co LLC; Allianz Global Investors; Prudential Financial; and Hartford Tax-Free National Fund. In a court filing, Windrush downplayed Wells Fargo's allegations, saying the Operating Accounts were opened almost two years ago as an administrative convenience, not in some grand scheme of concealment, and in any event, regardless of intent, the Operating Accounts are not subject to a control agreement and are not encumbered by an effective, perfected lien. Windrush said Wells Fargo?s lien upon the Operating Accounts, if any, is avoidable, and the Debtor should be allowed to use those accounts. Windrush further argued that Wells Fargo's lien against tuition payments and other general receivables is unperfected as well. Windrush also answered Wells Fargo's bid to convert or dismiss the case. Windrush said the bank's arguments are both premature and without merit. If Wells Fargo wishes to seek conversion or dismissal, then it should bring an appropriate motion. A passing reference in response to a cash collateral motion is not the vehicle in which to make the arguments. Windrush also pointed out that its case is hardly a two-party dispute. Windrush's bankruptcy was precipitated by a decline in enrolment and shrinking donations amid the 2008 economic crisis. As a result, the Debtor failed to make a $357,500 payment due under the Loan Agreement. Windrush tried to reach a consensual resolution of the default with Wells Fargo and the bondholders to no avail. On Aug. 30, 2011, Wells Fargo filed a lawsuit in Contra Costa County Superior Court, case no. 11-01995, seeking judicial foreclosure and the appointment of a receiver in the interim. At a hearing on Oct. 4, Judge William Lafferty permitted Windrush School to continue using its operating cash, on an interim basis, to run the school, according to an ElCerritoPatch report. Judge Lafferty set a further hearing for Oct. 28, 2011, at 1:30 p.m. About Windrush School Based in El Cerrito, California, Windrush School is a private K-8 school. The Company filed for Chapter 11 protection on Sept. 30, 2011 (Bankr. D. N.D. Calif. Case No. 11-70440). Judge William J. Lafferty presides over the case. Merle C. Meyers, Esq., at Meyers Law Group PC, represents the Debtor. The Debtor estimated assets and debts of between $10 million and $50 million. Attorneys for secured lender Wells Fargo are: Mike C. Buckley, Esq. James Neudecker, Esq. Renee C. Feldman, Esq. REED SMITH LLP 101 Second Street, Suite 1800 San Francisco, CA 94105-3659 Telephone: 415-543-8700 Facsimile: 415-391-8269 E-mail: mbuckley@reedsmith.com jneudecker@reedsmith.com rfeldman@reedsmith.com WINDRUSH SCHOOL: Sec. 341 Creditors' Meeting Set for Oct. 24 ------------------------------------------------------------ The U.S. Trustee for the Northern District of Calfornia in Oakland will convene a meeting of creditors in the bankruptcy case of Windrush School on Oct. 24, 2011, at 1:00 p.m. at Oakland U.S. Trustee Office. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Proofs of claim are due in the case by Jan. 23, 2012. About Windrush School Based in El Cerrito, California, Windrush School is a private K-8 school. The Company filed for Chapter 11 protection on Sept. 30, 2011 (Bankr. D. N.D. Calif. Case No. 11-70440) to halt Wells Fargo Bank N.A.'s attempt to foreclose and appoint a receiver. Judge William J. Lafferty presides over the case. Merle C. Meyers, Esq., at Meyers Law Group PC, represents the Debtor. The Debtor estimated assets and debts of between $10 million and $50 million. Attorneys for secured lender Wells Fargo are: Mike C. Buckley, Esq. James Neudecker, Esq. Renee C. Feldman, Esq. REED SMITH LLP 101 Second Street, Suite 1800 San Francisco, CA 94105-3659 Telephone: 415-543-8700 Facsimile: 415-391-8269 E-mail: mbuckley@reedsmith.com jneudecker@reedsmith.com rfeldman@reedsmith.com YELLOWSTONE MOUNTAIN: Trustee Loses Bid to Raise $40MM Judgment --------------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that U.S. District Judge Sam E. Haddon on Friday dismissed an appeal by Yellowstone Mountain Club LLC's liquidating trustee requesting an increase in the $40 million judgment against Yellowstone's founder over misappropriation of funds. In a hearing held Friday, Judge Haddon dismissed the appeal from the bench, calling it premature because the judgment against Timothy Blixseth is not yet final, according to Law360. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed for Chapter 11 relief on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. YRC WORLDWIDE: DBD Cayman Discloses 14.1% Equity Stake ------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, DBD Cayman Holdings, Ltd., and its affiliates disclosed that they beneficially own 292,812,490 shares of common stock of YRC Worldwide Inc. representing 14.1% of the shares outstanding. A full-text copy of the Schedule 13G is available for free at http://is.gd/2RBClK About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. KPMG LLP's audit reports on the consolidated financial statements of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each contain an explanatory paragraph that states that the Company has experienced significant declines in operations, cash flows and liquidity and these conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2011, showed $2.59 billion in total assets, $2.91 billion in total liabilities and a $328.79 million in shareholders' deficit. * * * In January 2011, Standard & Poor's Ratings Services placed its 'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on CreditWatch developing. At the same time, S&P is withdrawing the existing issue level ratings on Yellow Corp.'s senior unsecured debt, given the negligible amounts outstanding. "The ratings on Overland Park, Kan.-based YRCW reflect its near- term liquidity challenges, meaningful off-balance-sheet contingent obligations related to multiemployer pension plans, as well as its participation in the competitive, capital-intensive, and cyclical trucking industry," said Standard & Poor's credit analyst Anita Ogbara. "YRCW's substantial (albeit deteriorating) market position in the less-than-truckload (LTL) sector, which has high barriers to entry, partially offsets these characteristics. We characterize YRCW's business profile as weak, financial profile as highly leveraged, and liquidity as weak." In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in recognition of the agreed debt restructuring which will result in losses for certain existing debt holders. In a related action Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest but critical improvements in the company's credit profile that should result from its recently-completed financial restructuring. The positioning of YRCW's PDR at Caa2\LD reflects the completion of an offer to exchange a substantial majority of the company's outstanding credit facility debt for new senior secured credit facilities, convertible unsecured notes, and preferred equity, which was completed on July 22, 2011. As reported by the TCR on May 5, 2011, Fitch Ratings downgraded YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior unsecured rating affirmed at 'C/RR6'. In addition, Fitch has removed YRCW's ratings from Rating Watch Negative. Fitch said that although it appears increasingly likely that the company will successfully complete the restructuring, until the transactions constituting the restructuring close, which is not anticipated until late July 2011, there exists a potential for the transaction to fail, in which case Fitch expects the company would be forced to file for Chapter 11 bankruptcy protection. * Bankruptcies and Junk-Bond Defaults Continue to Fall ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports, citing data compiled from court records by Epiq Systems Inc., that the 110,000 bankruptcy filings in September were 18 percent fewer than in the same month in 2010 and virtually unchanged from August. The decline in bankruptcies parallels a decline in defaults on junk-rated debt. Mr. Rochelle relates that bankruptcy filings of all types are on pace to total about 1.43 million this year, or about 8% fewer than 2010 as a whole. Commercial filings are dropping even faster. In September, the 5,700 commercial bankruptcies of all types were 25% below September 2010. Chapter 11 filings, where larger companies reorganize or sell assets, totaled 910 last month, also down 25% from the year before. The states with the most bankruptcies per capita are Nevada, Tennessee and Georgia. Bankruptcies are declining this year in every state except Utah. Mr. Rochelle notes that so far this year, there have been 17 defaults by issuers of junk-rated debt, according to Moody's Investors Service. In the third quarter, there were four defaults around the world, with two in the U.S. In the first nine months of 2010, there were 40 junk defaults worldwide, Moody's said. Globally, Moody's reported that the junk default rate at the end of the third quarter was 1.8%, down from 2.3% when the second quarter ended. A year ago, the default rate was 4%. Moody's predicts that junk defaults will further fall to 1.4% by the year's end, to rise to 2.1% by the third quarter of 2012. So far this year, there have been 1.07 million bankruptcies of all types, compared with 1.56 million for 2010 as a whole. Last year had the most since 2005, when the all-time record was set at 2.1 million. Americans in 2005, Mr. Rochelle notes, filed bankruptcy in advance of new laws making it more difficult for individuals to cancel debt. In the last two weeks before the law changed, 630,000 American sought bankruptcy protection. * Bill Signed to Limit California Municipal Bankruptcy Filings -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that California Governor Jerry Brown signed a bill limiting the ability of counties and municipalities to file for municipal bankruptcy reorganization under Chapter 9 of federal bankruptcy law. The bill was in reaction to the more than three- year reorganization of Vallejo, California, that concluded in August. A municipality and interested parties now must meet for as long as 60 days with a neutral evaluator. Otherwise, filing bankruptcy requires a municipality's elected body to declare a fiscal emergency that "jeopardizes the health, safety, or wellbeing of the residents." Or, the municipality must show it will run out of money in 60 days. The law takes effect in 90 days. Mr. Rochelle notes that federal law gives states the ability to limit or preclude filing for federal bankruptcy reorganization. Because the bankruptcy judge must approve a Chapter 9 petition, creditors or employees could ask for dismissal of a California municipal bankruptcy if they could show that requirements in the new law weren't met. * Labor Deals at Ford, GM Returning Some Production From Abroad --------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that for years, the Detroit Three have moved production out of their U.S. plants to avoid the high cost of union labor. Ford Motor Co. signed a tentative labor contract with the United Auto Workers union that partly reverses that trend, according to the report. * Banks Use Small Business-Earmarked Funds to Repay TARP -------------------------------------------------------- Dow Jones' DBR Small Cap reports that more than half of $4 billion in federal funds disbursed this year to spur small-business lending by community banks was used to repay bailout funds that the banks received under the government's Troubled Asset Relief Program. * Officials, Lenders Move Forward With Foreclosure Talks -------------------------------------------------------- Dow Jones' DBR Small Cap reports that California Attorney General Kamala Harris, who dropped out last week from talks aimed at wringing a huge settlement from banks accused of foreclosure abuses, remains open to a deal if it involves "a stronger proposal" from lenders, according to a person familiar with the situation. * Baum Law Firm to Pay $2 Million Over Foreclosure Practices ------------------------------------------------------------ American Bankruptcy Institute reports that Steven J. Baum's foreclosure law firm, one of the largest in New York state, will pay the U.S. $2 million and change its practices, including those related to Merscorp Inc.'s mortgage database, to resolve a probe of its foreclosure filings. * WL Ross Tries to Buy Time for Newest Investment Fund ------------------------------------------------------ Dow Jones' DBR Small Cap reports that the turnaround investment firm led by billionaire financier Wilbur Ross is taking aggressive measures to keep fund-raising efforts for its fifth fund afloat after raising only a fraction of its original $4 billion goal despite a year of marketing. DBR says Mr. Ross raised only a fraction of its original $4 billion goal despite a year of marketing. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 116.7 (13.2) (2.9) ACCO BRANDS CORP ABD US 1,135.8 (28.3) 339.3 ALASKA COMM SYS ALSK US 615.6 (37.7) 20.4 AMC NETWORKS-A AMCX US 2,110.5 (1,099.4) 514.7 AMER AXLE & MFG AXL US 2,195.4 (357.9) 50.1 AMERISTAR CASINO ASCA US 2,067.1 (121.9) (40.8) ANOORAQ RESOURCE ARQ SJ 1,016.8 (119.1) 20.8 AUTOZONE INC AZO US 5,869.6 (1,254.2) (638.5) BLUEKNIGHT ENERG BKEP US 327.4 (45.5) (90.0) BOSTON PIZZA R-U BPF-U CN 146.1 (101.0) 1.3 CABLEVISION SY-A CVC US 6,975.1 (5,439.8) (703.4) CARBONITE INC CARB US 42.4 (15.7) (25.4) CC MEDIA-A CCMO US 16,882.1 (7,270.0) 1,501.0 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHEFS WAREHOUSE CHEF US 95.8 (45.1) 6.9 CHENIERE ENERGY CQP US 1,726.6 (559.0) 22.7 CHENIERE ENERGY LNG US 2,619.8 (430.3) (103.2) CHOICE HOTELS CHH US 441.3 (27.9) 6.5 CLOROX CO CLX US 4,163.0 (86.0) (86.0) DENNY'S CORP DENN US 286.7 (99.5) (39.9) DIRECTV-A DTV US 19,177.0 (1,399.0) 1,270.0 DISH NETWORK-A DISH US 12,827.7 (92.6) 2,164.2 DISH NETWORK-A EOT GR 12,827.7 (92.6) 2,164.2 DOMINO'S PIZZA DPZ US 487.0 (1,171.4) 167.9 DUN & BRADSTREET DNB US 1,767.1 (567.8) (483.7) ECOSYNTHETIX INC ECO CN 45.2 (346.7) 32.2 EXELIXIS INC EXEL US 454.2 (81.8) 90.2 FRANCESCAS HOLDI FRAN US 69.7 (0.1) 22.8 FREESCALE SEMICO FSL US 4,583.0 (4,401.0) 1,329.0 GENCORP INC GY US 994.2 (143.4) 102.2 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC HCA US 23,877.0 (7,534.0) 2,613.0 HUGHES TELEMATIC HUTC US 100.6 (94.9) (28.3) INCYTE CORP INCY US 416.7 (136.3) 281.3 IPCS INC IPCS US 559.2 (33.0) 72.1 JUST ENERGY GROU JE CN 1,471.5 (208.2) (299.7) JUST ENERGY GROU JSTEF US 1,471.5 (208.2) (299.7) LIZ CLAIBORNE LIZ US 1,247.3 (211.1) (52.7) LORILLARD INC LO US 2,498.0 (831.0) 904.0 MAINSTREET EQUIT MEQ CN 475.2 (10.5) - MANNKIND CORP MNKD US 228.4 (245.4) 5.3 MEAD JOHNSON MJN US 2,526.1 (184.5) 652.4 MERITOR INC MTOR US 2,838.0 (963.0) 226.0 MOODY'S CORP MCO US 2,744.6 (16.6) 691.1 MORGANS HOTEL GR MHGC US 604.4 (51.3) 112.0 NATIONAL CINEMED NCMI US 817.6 (329.8) 62.2 NEXSTAR BROADC-A NXST US 558.0 (183.4) 35.4 NPS PHARM INC NPSP US 253.3 (27.3) 201.5 OTELCO INC-IDS OTT-U CN 317.0 (8.6) 21.8 OTELCO INC-IDS OTT US 317.0 (8.6) 21.8 PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 284.3 (293.5) (4.6) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PRIMEDIA INC PRM US 208.0 (91.7) 3.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 279.4 (113.4) 47.2 QWEST COMMUNICAT Q US 16,849.0 (1,560.0) (2,828.0) RAPTOR PHARMACEU RPTP US 20.5 (14.6) (21.4) REGAL ENTERTAI-A RGC US 2,367.9 (538.3) (72.9) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) REVLON INC-A REV US 1,100.0 (677.5) 144.6 RSC HOLDINGS INC RRR US 2,949.6 (59.2) (205.0) RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,725.5 (260.7) 429.3 SINCLAIR BROAD-A SBGI US 1,497.3 (135.3) 69.0 SINCLAIR BROAD-A SBTA GR 1,497.3 (135.3) 69.0 SKULLCANDY INC SKUL US 108.5 (12.5) 33.2 SMART TECHNOL-A SMA CN 574.8 (17.3) 194.3 SMART TECHNOL-A SMT US 574.8 (17.3) 194.3 SUN COMMUNITIES SUI US 1,322.8 (65.4) - TAUBMAN CENTERS TCO US 2,495.4 (426.8) - THERAVANCE THRX US 303.1 (37.5) 253.4 TOWN SPORTS INTE CLUB US 450.6 (4.3) (35.4) UNISYS CORP UIS US 2,642.9 (661.8) 374.7 VECTOR GROUP LTD VGR US 941.2 (50.1) 257.6 VERISIGN INC VRSN US 1,795.6 (4.2) 873.4 VERISK ANALYTI-A VRSK US 1,408.1 (144.4) (216.1) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WARNER MUSIC GRO WMG US 3,583.0 (289.0) (630.0) WEIGHT WATCHERS WTW US 1,104.5 (542.4) (274.4) WORLD COLOR PRES WC CN 2,641.5 (1,735.9) 479.2 WORLD COLOR PRES WCPSF US 2,641.5 (1,735.9) 479.2 WORLD COLOR PRES WC/U CN 2,641.5 (1,735.9) 479.2 ********* 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/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar 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, 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 ***