/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/111108.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, November 8, 2011, Vol. 15, No. 310 Headlines 1200 ROSWELL: Case Summary & 12 Largest Unsecured Creditors 155 EAST TROPICANA: Employs Ernst & Young LLP as Auditor 2600 SOUTH: Case Summary & 20 Largest Unsecured Creditors 400 BLAIR: Wells Fargo Objects to Proposed DIP Financing from ULSR ACCENTIA BIOPHARMA: Inks Agreement to Sell Analytica Assets AIRPLAY DIRECT: Judge Paine Dismisses Involuntary Chapter 11 Case AK STEEL: Moody's Lowers Corporate Family Rating to 'B1' ALEXANDER PROPERTIES: To Appeal Denial of Disclosure Statement ALL AMERICAN SEMICONDUCTOR: Trustee Can't Introduce New Evidence ALL YOU: Court Confirms Secured Creditor's Chapter 11 Plan ALLEN FAMILY: Committee Wants Appraisers to Analyze Fixed Assets ALUMNE MANUFACTURING: Case Summary & Creditors List AMARANTH II: Wants to Hire Bennett Weston as Attorney AMERICAN DIAGNOSTIC: Wants Until Dec. 1 to File Plan AMIDEE CAPITAL: Reorganization Case Converted to Ch. 7 Liquidation ARRAY BIOPHARMA: Posts $3.6 Million Net Loss in Sept. 30 Quarter AXESSTEL INC: Reports $1.3 Million Net Income in 3rd Quarter BANK OF AMERICA: FDIC Resume Sparring Over Mortgage Losses BAYVIEW HOLDINGS: Must File Operating Reports Prior to Dismissal BEACON POWER: Meeting to Form Creditors Committee on Nov. 10 BIOFUEL ENERGY: Units Receive $4.3MM Funding from Farnam Street BIONOL CLEARFIELD: Trustee Seeks to Probe Lukoil's Deals BLUEGREEN CORP: 2011 Long Term Incentive Plan Approved BLUEKNIGHT ENERGY: Rights Offering Over-Subscribed BOCA BRIDGE: Wants Court to Approve Modified Deal With Lender BONAVIA TIMBER: Case Summary & 6 Largest Unsecured Creditors BOWE BELL: Retiree Committee Retains Thorp Reed as Co-Counsel C3 MODERN: Voluntary Chapter 11 Case Summary CABI SMA: Settlement with Class of Purchaser Claimants Okayed CHEF SOLUTIONS: Court Sets Nov. 28, 2011, as Claims Bar Date COMPOSITE TECH: Court Sets Nov. 10, 2011, as Claims Bar Date CVR ENERGY: Moody's Reviews 'B1' Corp. Family Rating for Upgrade DBSI INC: Sues Foley & Lardner of Fraud and Conspiracy DEB SHOPS: Raises $15 Million Through Equity Offering DENNY'S CORP: Reports $7.9 Million Net Income in Sept. 28 Quarter DIPPIN' DOTS: Flash-Frozen Ice Cream Maker Files for Bankruptcy DJS DEVELOPMENT: Case Summary & Largest Unsecured Creditor DYNEGY INC: Affiliates File for Bankruptcy Protection DYNEGY INC: Dynegy Holdings' Voluntary Chapter 11 Case Summary EAST COAST: Hearing on Case Dismissal Plea Scheduled for Nov. 17 E-DEBIT GLOBAL: Develops Card-Not-Present Payment Process EASTMAN KODAK: Sells Image Sensor Solutions Biz to Platinum Equity ELEPHANT TALK: Charles Levine Joins Board of Directors ENERGAS RESOURCES: Suspending Filing of Reports with SEC ENERGY AND POWER: Court Approves Bid Protocol; Nov. 17 Auction Set EQUINOX HOLDINGS: Moody's Affirms Corp. Family Rating at 'B3' FILENE'S BASEMENT: Wins Approval to Use Lenders' Cash Collateral FILENE'S BASEMENT: Shareholders Worry Debts Could Dent Recovery FILENE'S BASEMENT: Meeting to Form Creditors Committee Today FNB UNITED: Completes Effectiveness of Reverse Stock Split FREEZE LLC: U.S. Trustee Unable to Form Committee GARDENS OF GRAPEVINE: Employs Deloitte Financial as Expert GATEWAY HOTEL: Disclosure Statement Hearing Set for Nov. 17 GATEWAY HOTEL: SFG Opposes Plan Exclusivity Extension GRACE FELLOWSHIP: Case Summary & Unsecured Creditor GREEN ENDEAVORS: Richard Clegg Resigns as PFO and Director HAWKER BEECHCRAFT: Reports $518.8 Million Sales in 3rd Quarter HCA HOLDINGS: Reports $146 Million Net Income in Third Quarter HMC/CAH CONSOLIDATED: Official Says Bankruptcy Won't Affect I-70 HOMELAND SECURITY: Amends Forbearance Agreement with YA Global IBIO INC: Gets Below Certain Continued Listing Standards Notice INTERNATIONAL FUEL: Five Directors Elected at Annual Meeting ITC LAS VEGAS: Case Summary & 20 Largest Unsecured Creditors LEASE FINANCE: Fitch Affirms 'BB' Issuer Default Rating LEVEL 3 FINANCING: Moody's Rates New Bank Facility at 'Ba3' LINDER'S FURNITURE: Files for ABC Assignment LOCATEPLUS HOLDINGS: Assets Sale to USA Protect Closed on Sept. 30 LOCKE PROPERTIES: Files for Chapter 11 Bankruptcy Protection LOS ANGELES DODGERS: Adds Season Ticket Holders to Creditors Panel MAGNETEK INC: Gets Final Approval of Pension Funding Waiver MF GLOBAL: Corzine Resigns Days After Bankruptcy Filing MF GLOBAL: Asia Liquidator Said to Be Close to Finding Buyer MF GLOBAL: Missing Client Funds Said to Be at JPMorgan MF GLOBAL: Dimond Kaplan Probes Senior Note Investment Losses MF GLOBAL: Dimond Kaplan Probes Claims Against Principals MF GLOBAL: Harwood Feffer Probes Firm After Admitting to Fraud MF GLOBAL: CME Group Continues Customer Accounts Transfer MF GLOBAL: Finkelstein Thompson Probes Shareholders Claims MF GLOBAL: Howard G. Smith Probes Potential Claims Against Firm MF GLOBAL: Hagens Berman Sets Lead Plaintiff Deadline on Jan. 2 MF GLOBAL: Rosen Law Firm Probes Potential Claims Against Firm MF GLOBAL: Exchanges Shift Some Customer Business to Other Firms MFJT LLC: Court Sets Dec. 30, 2011 as Claims Bar Date MICHIGAN BIODIESEL: Court Appoints Examiner for Tax Credit Claims MILESTONE TARANT: D.C. Court Rules on $1.1-Mil. Arbitration Award MILK SPECIALTIES: Moody's Assigns 'B3' Corporate Family Rating MONEYGRAM INT'L: Stockholders OK Reduction of Authorized Shares MORGAN'S FOODS: Extends Remodel Pact with KFC Through Nov. 30 MOTORS LIQUIDATION: Files Sept. 30 GUC Quarterly Trust Reports MOUNTAIN CITY: Court OKs Lindquist & Vennum as Committee's Counsel NATIONAL HEALING: Moody's Assigns B2 CFR; Outlook Stable NEBRASKA BOOK: Hires Alexi Wellsman as New Chief Financial Officer NEBRASKA BOOK: Inks First Amendment to Support Agreement NEVADA FIRST: Case Summary & 12 Largest Unsecured Creditors NUTRITION 21: Sale Order Hearing Continued to Nov. 21 OCIMUM BIO: Meeting to Form Creditors Committee on Nov. 14 O.M.P. MANAGMENT: Case Summary & 3 Largest Unsecured Creditors OPEN RANGE: To Auction Off Assets on Nov. 14 PARC AT ROGERS: Case Summary & 8 Largest Unsecured Creditors PETRA FUND: Jack F. Williams Wants to be Discharged as Examiner PHILLIPS RENTAL: Can Access Banks' Cash Collateral Until Dec. 16 PIONEER NATURAL: Fitch Affirms 'BB+' Issuer Default Rating PITT PENN: Can Use Remaining Proceeds under Lender I/II Facilities PIVOTAL EDUCATIONAL: Voluntary Chapter 11 Case Summary PREMIER TRAILER: US Trustee and Fifth Street Oppose Plan Approval PRESS PRINTING: Case Summary & 7 Largest Unsecured Creditors PRIUM SPOKANE: Wants Case Dismissal, Conversion Plea Denied PROFESSIONAL VETERINARY: Inks Stalking Horse Purchase Agreement PUNTA GORDA: Case Summary & 9 Largest Unsecured Creditors QIAO XING UNIVERSAL: Gets Nasdaq Notification of Non-Compliance R.E. LOANS: Stutman Treister and Gardere Approved as Co-Counsel REALOGY CORP: Incurs $27 Million Net Loss in Sept. 30 Quarter REDDY ICE: Moody's Lowers CFR to Caa1; Outlook Negative RISHI AND MOONI: Files for Chapter 11 Bankruptcy Protection RIVER ROCK: Moody's Cuts Probability of Default Rating to 'D' ROBERT COOK: May Lose 7% Stake in Sacramento Kings in Chapter 11 ROBERTS LAND: Plan Confirmation Hearing Continued Until Jan. 13 ROCKWOOD SPECIALTIES: Fitch Withdraws 'BB' Issuer Default Rating SALLY HOLDINGS: Moody's Gives B1 Rating to $450MM Notes Offering SM ENERGY: Moody's Assigns B1 Rating to $300MM Sr. Secured Notes SOLYNDRA LLC: Legislator Seeks Probe on Aborted Navy Contract SPAXON CORP: Case Summary & 6 Largest Unsecured Creditors SPECTRUM BRANDS: Moody's Rates $200MM Note Offering at 'B1' SPRINT NEXTEL: Fitch Assigns 'BB' Rating to Jr. Unsecured Notes SSI GROUP: Committee Taps Protiviti Inc. as Financial Advisors STELLAR GT: Court Extends Until Dec. 31 the Receiver of Project STERLING CHEMICALS: Moody's Withdraws 'B3' Corp. Family Rating SUN AMERICAN: Voluntary Chapter 11 Case Summary TELETOUCH COMMUNICATIONS: Amends 32MM Common Shares Offering TENET HEALTHCARE: Reports $15-Mil. Net Income in Sept. 30 Qtr. UNIFRAX I: Moody's Assigns 'B2' Corporate Family Rating UNI-PIXEL INC: To Hold Conference Call on Nov. 11 UNIVERSAL EQUIPMENT: Case Summary & 6 Largest Unsecured Creditors U.S. BUILDING: Case Summary & 3 Largest Unsecured Creditors U.S. CONCRETE: Enters Into First Amendment to Credit Agreement WAVE HOUSE: U.S. Trustee Wants Employment of Jeanne Wanlass Ended WAVERLY GARDENS: Can Sell Senior Living Facilities for $5.6MM WEST CORP: Files Form 10-Q, Posts $37.3 Million Q3 Income WOWJOINT HOLDINGS: Gets NASDAQ Delisting Notifications ZEPHYR LAND: Court Denies Confirmation of Plan * Getzler Henrich Named Outstanding Turnaround Firm * Bankruptcy Filings Down in Fiscal Year 2011 * Large Companies With Insolvent Balance Sheets ********* 1200 ROSWELL: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 1200 Roswell, LLC 1200 Roswell Road, SE, Suite 1 Marietta, GA 30062 Bankruptcy Case No.: 11-81476 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Robert Brizendine Debtor's Counsel: Jimmy C. Luke, Esq. Foltz Martin, LLC 5 Piedmont Center, Suite 750 Atlanta, GA 30305 Tel: (404) 231-9397 Fax: (404) 237-1659 E-mail: jluke@foltzmartin.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company's list of its 12 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb11-81476.pdf The petition was signed by John L. Varner, manager. 155 EAST TROPICANA: Employs Ernst & Young LLP as Auditor -------------------------------------------------------- 155 East Tropicana LLC asks permission from the U.S. Bankruptcy Court for the District of Nevada to employ Ernst & Young LLP as auditor. Upon retention, the firm will, among other things: -- audit and report on the consolidated financial statements of Company for the year ended Dec. 31, 2011; and -- agreed-upon procedures with respect to the Company's compliance with Regulation 6.090 and the Minimum Internal Control Standards dated Jan. 1, 2009, including: (i) Comparing detailed controls and procedures to determine whether certain required controls and procedures were included in the Company's submitted system of internal control; (ii) completing applicable observation checklists for Table Games Soft Drop, Table Games Soft Count, Slot Currency Acceptor Drop and Slot Currency Acceptor Count; and (iii) completing the "Internal Audit CPA MICS Compliance Checklist" as it relates to the Internal Audit Function for the Company for the period from Jan. 1, 2011 through Dec. 31, 2011. Mark R. Kercher, a partner of Ernst & Young LLP, attests that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. Ernst & Young has agreed to provide the Services on the terms and conditions set forth in the Engagement Agreements. The hearing for the application is set on Nov. 29, 2011 at 10:00 a.m. About 155 East Tropicana 155 East Tropicana LLC owns the world's first Hooters Casino Hotel, a 696-room and 4-suite hotel located one block from the Las Vegas Strip and across Tropicana Blvd. from MGM Grand. 155 East Tropicana, along with an affiliate, sought Chapter 11 protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011. 155 East sought bankruptcy protection to stop a scheduled Aug. 8 foreclosure of the second-lien debt. The two secured credit facilities were accelerated early this year. Canpartners Realty Holding Co. IV LLC acquired 98.4% of the $130 million in 8.75% second-lien senior secured notes. An additional $32.2 million of interest is owing on the second-lien debt, with US Bank NA as the indenture trustee. Holders of the $14.5 million in first-lien debt have Wells Fargo Capital Finance Inc. as their agent. The first-lien obligation is fully secured. Interest has been paid at the default rate. Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon Silver, in Las Vegas, Nevada, serve as counsel to the Debtors. Garden City Group, Inc., is the claims agent. William G. Kimmel & Associates has been hired to provide an appraisal of the Debtors' casino hotel/property. Alvarez & Marsal serves as financial and restructuring advisor. Innovation Capital LLC serves as financial advisor for capital raising transactions and M&A transactions. 2600 SOUTH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 2600 South Loop, LLC, a Delaware limited liability company 250 Fischer Avenue Costa Mesa, CA 92626 Bankruptcy Case No.: 11-25111 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Darvy M. Cohan, Esq. DARVY MACK COHAN ATTORNEY AT LAW 7855 Ivanhoe Avenue, Suite 400 La Jolla, CA 92037 Tel: (858) 459-4432 Fax: (858) 454-3548 E-mail: dmc@cohanlaw.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 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb11-25111.pdf The petition was signed by Mubeen Aliniazee, restructuring officer. 400 BLAIR: Wells Fargo Objects to Proposed DIP Financing from ULSR ------------------------------------------------------------------ 400 Blair Realty Holdings, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey for authorization to obtain from ULSR up to $500,000 in debtor-in-possession financing, secured by a junior lien on the Debtor's property located at 400 Blair Road, in Carteret, New Jersey, pursuant to 11 U.S.C. Section 364(b). The hearing on the motion is currently scheduled for Nov. 14, 2011, at 10:00 a.m. ULSR is an owner of 50% of the equity in the Debtor. Wells Fargo Bank Minnesota, N.A., as Trustee for the Registered Holders of Solomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-C2, holds a first mortgage on the property, to secure a debt in excess of $9 million as of the Petition Date. Wells Fargo opposes the motion, citing: A. The Motion fails to provide adequate information. The Debtor has failed to make any showing regarding its attempts to obtain unsecured credit. USLR should be willing to advance the funds to the Debtor to pay the taxes and insurance on the mortgaged property without interest and without obtaining a lien on the mortgaged property. The Debtor also fails to explain why its needs a lien of credit "up to $500,000". The upcoming tax payment is for approximately $62,500. The Debtor asserts that the insurance will be approximately $25,000. Should the Court grant Debtor authority to obtain credit, the amount should be limited to the payment of these two expenses. B. The Debtor failed to satisfy the legal standards. When seeking to have the Court approve credit from a related person or entity under Section 364(c) of the Code, the Debtor must do more than state that it was not able to otherwise obtain credit. Further, Courts in this Circuit have held that "credit should not be approved . . . when funds are readily available from insiders or others without providing the lender with the benefits of any priority." In re Aqua Associates, 123 B.R. 192, 196 (Bankr. E.D. Pa. 1991). The Debtor has failed to prove that the proposed loan terms are necessary to obtain the credit. Counsel for Wells Fargo may be reached at: Joseph Aronauer, Esq. Kenneth S. Yudell, Esq. R. Christopher Owens, Esq. ARONAUER, RE & YUDELL, LLP 9-10 Saddle River Road Fair Lawn, NJ 07410 Tel: (201) 796-5900 About 400 Blair Realty 400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was formed in June 2000 to acquire real property improved with 181,000 sq. ft industrial building situated on 14.7 acres located at 400 Blair Road, Carteret, Middlesex County, New Jersey. The Property was acquired on Aug. 6, 1999. United States Land Resources, L.P., holds a 50% equity interest in 400 Blair. USLR's general partner is United States Realty Resources, Inc., and Lawrence S. Berger is the president of USRR. 400 Blair's other member is Success Treuhand GmbH, which holds a 50% equity interest. Success is a trust set up under German law. Success operates much like a United States trust company. Success' sole owner is Eckart Straub, a German national. 400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-37887) on Sept. 23, 2011, after a court appointed a receiver for its property and ordered a foreclosure sale. Judge Michael B. Kaplan presides over the case. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Lawrence S. Berger, manager. The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey. ACCENTIA BIOPHARMA: Inks Agreement to Sell Analytica Assets ----------------------------------------------------------- Accentia Biopharmaceuticals, Inc., and its wholly-owned subsidiary Analytica International, Inc., have entered into a series of agreements to, subject to closing conditions, sell the assets of a non-core business unit of the Company in order to strengthen the Company's balance sheet by reducing and extending its senior secured debt and potentially providing additional funding for the Company's ongoing biotech activities. Asset Purchase Agreement On Oct. 31, 2011, the Company, Analytica, a Florida corporation, LA-SER Alpha Group Sarl, and a wholly-owned subsidiary of LA-SER entered into a definitive agreement relating to the sale of substantially all of Analytica's assets to the Purchaser for a maximum aggregate purchase price of up to $10 million, consisting of fixed and contingent payments. As part of the maximum aggregate purchase price payable by the Purchaser to Analytica, the Purchaser agreed to grant to Analytica, at no additional consideration, up to $600,000 worth of research services as requested by Accentia to support its ongoing biotech activities. The closing of the Purchase Agreement will occur following the satisfaction of the closing conditions set forth in the Purchase Agreement, but in no case no later than Dec. 31, 2011. The Purchase Agreement provides that, as a condition to Closing, Analytica and the Company seek and obtain an order of the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorizing certain transactions related to the Purchase Agreement and the sale and conveyance of Analytica's assets. The Purchase Agreement also requires the Company and Analytica to obtain all third party consents required for the assignment of the transferred contracts and the subleases of Analytica's office space. If the closing conditions are not satisfied by Dec. 31, 2011, either party may terminate the Purchase Agreement. Analytica's assets are currently subject to liens held by Laurus Master Fund, Ltd. (In Liquidation), PSource Structured Debt Limited, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., Valens U.S. SPV I, LLC, and LV Administrative Services, Inc. that were granted by the Company and Analytica. As an additional condition to the Closing, Analytica must have received an agreement or UCC-3 termination statement from Laurus/Valens releasing all claims and liens against Analytica's assets. In consideration for the sale of the assets, the Purchaser will, at the Closing, pay $4 million by wire transfer directly to an agent of Laurus/Valens. In addition to the Upfront Purchase Price, the Purchaser will pay to Analytica additional earnout consideration, up to $6 million, based on Newcorp's operations following the Closing, to be paid as follows: (1) On March 31, 2012, the Purchaser will pay an amount, up to $1.5 million, to Analytica, based upon a formula involving the aggregate gross revenue of Newcorp from the Closing through March 31, 2012, as well as the aggregate backlog of Newcorp's business as of March 31, 2012. (2) The Purchaser will pay up to $4.5 million to Analytica. The amount of the 2nd Earnout Payment will be calculated based upon a multiple of Newcorp's EBITDA for specified periods, with certain adjustments for payments made previously (including the Upfront Purchase Price plus the 1st Earnout Payment plus the amount of research services actually acquired by Analytica pursuant to the Purchase Agreement (up to $600,000)). If the 1st Earnout Payment is less than $1.5 million, the maximum amount of the 2nd Earnout Payment will be increased by an amount equal to the difference between $1.5 million and the actual 1st Earnout Payment. (3) The Purchaser may, on or before March 31, 2012, elect to reduce the maximum amount of the 2nd Earnout Payment from $4.5 million to $3 million by paying such amount in full on or before June 30, 2012. Upon such payment, the Purchaser will not be obligated to make any further earnout payments, including the 2nd Earnout Payment. Pursuant to the Purchase Agreement, the Company and Analytica agreed that, for five years following the Closing, neither the Company, Analytica nor their subsidiaries or affiliates will engage, directly or indirectly, in the healthcare consulting business, nor will they employ any of Anaytica's pre-Closing employees or representatives. Agreement with Laurus/Valens In connection with the aforementioned Purchase Agreement, the Company entered into an agreement with LV Administrative Services, Inc., as agent for and on behalf of Laurus/Valen, whereby Laurus/Valens, conditioned upon receipt of an upfront payment in an amount of a minimum of $4 million, (1) consented to the transactions contemplated by the Purchase Agreement and released all liens and security interests on Analytica's assets to be sold to the Purchaser, (2) waived any right to any of the Earnout payable pursuant to the Purchase Agreement, (3) extended the maturity date of the Company's outstanding term notes held by Laurus/Valens from Nov. 17, 2012, to Nov. 17, 2013, and (4) modified the obligation set forth in the Term Notes that previously required the Company to pay 30 percent of any capital raised by the Company to Laurus/Valens as a prepayment on the Term Notes. As a result of the Lender Agreement, if the Company completes a capital raise prior to March 31, 2012, the Company will not be required to use the proceeds from such capital raise towards the prepayment of the Term Notes, unless such capital raise exceeds $5 million of net proceeds. The full text of the Purchase Agreement and the Lender Agreement will be attached to the Company's Annual Report on Form 10-K for the fiscal year ending Sept. 30, 2011. About Accentia Biopharmaceuticals Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc. (OTC QB: "ABPI") is committed to advancing the autoimmune disease therapy, Revimmune(TM), as a comprehensive system of care and drug regimen designed for the treatment of autoimmune diseases. Revimmune therapy includes an ultra-high-dose regimen of Cytoxanr (cyclophosphamide), exclusively supplied via a strategic agreement with Baxter Healthcare Corporation. Clinical trials for Revimmune are being planned for the treatment of multiple autoimmune indications. Accentia holds a majority-ownership stake in Biovest International, Inc. (OTC QB: "BVTI"), 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 for the treatment of follicular non-Hodgkin's lymphoma. Additionally, Accentia's wholly-owned subsidiary, Analytica International, Inc., based in New York City, is a global research and strategy consulting firm that provides professional services to the pharmaceutical and biotechnology industries. Since 1997, Analytica has expertly directed research studies and projects, including traditional health economic modeling projects, database studies, structured reviews, heath technology assessments, reimbursement analyses, and value dossiers. On Nov. 10, 2008, Accentia BioPharmaceuticals, along with its subsidiaries filed for Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795). The Company emerged from Chapter 11 protection, and the Plan of Reorganization became effective, on Nov. 17, 2010. * * * During the nine months ended June 30, 2011, the Company had a net loss of $12.2 million. On June 30, 2011, the Company had an accumulated deficit of approximately $331.2 million and a working capital deficit of approximately $19.3 million. The Company's independent registered public accounting firm's report included a "going concern" uncertainty on the financial statements for the year ended Sept. 30, 2010, citing significant losses and working capital deficits at that date, which raised substantial doubt about the Company's ability to continue as a going concern. AIRPLAY DIRECT: Judge Paine Dismisses Involuntary Chapter 11 Case ----------------------------------------------------------------- The Hon. George C. Paine of the U.S. Bankruptcy Court for the Middle District of Tennessee dismissed the involuntary Chapter 11 case of AirPlay Direct LLC. As reported in the Sept. 30, 2011 edition of the0 Troubled Company Reporter, the Alleged Debtor sought the dismissal of the involuntary Chapter 11 petition filed by Clif Doyal, Scott Welch, Raleigh Squires and Sussman & Associates, P.C. The Alleged Debtor explains that, among other things: -- Messrs. Doyal, Squires, and Welch are not entitled to the amount of compensation they list on the petition. The Alleged Debtor denies that any rent is owed to Mr. Welch because the Alleged Debtor is not aware of any lease or other written agreement existing between the parties for any real property. The Alleged Debtor, Robert Weingartz, the Alleged Debtor's founder and largest shareholder, Messrs. Welch and Doyal attempted to negotiate employment contracts to set forth potential salaries and compensation, but were unable to come to terms. -- it has not received an invoice that includes a detailed hourly billing with an itemized list of tasks accomplished for the $27,721 claim by Sussman. Because the Alleged Debtor is unable to determine whether this claim is proper, it must deny that this amount is accurate. The Alleged Debtor is willing to begin good faith payments in an effort to bring Sussman current once a satisfactory detailed accounting is provided. The Alleged Debtor asserted that it has substantially reduced its debts unrelated to the Petitioning Creditors over the past three months. The Alleged Debtor is paying all of its current expenses as they become due, and has been addressing past due debts by entering into payment plans with its creditors. About AirPlay Based in Old Hickory, Tenn., AirPlay Direct, LLC, owns and operates a subscription music promotion service, run primarily through a Web site. Artists, radio programmers, and record labels are all subscribers to the service, which works to connect creative artists with potential outlets for distribution of their music. AirPlay's primary value is the subscriber list and the software platform utilized in connecting subscribers. AirPlay has 30,000 subscribers to the Web site, who pay a monthly fee to use the services. Its web platform is currently at or near its capacity in light of the number of subscribers. Clif Doyal, Scott Welch, Raleigh Squires, and Sussman & Associates, P.C., claiming they are owed $218,476 in the aggregate, filed an involuntary Chapter 11 petition against AirPlay (Bankr. M.D. Tenn. Case No. 11-08916) on Sept. 6, 2011. Mr. Welch served as president and member of advisory board. Mr. Doyal served as executive vice president and editor of AirPlay's promotional magazine, Direct Buzz. Mr. Squires acted as operations manager. They resigned prepetition. Sussman & Associates provided accounting services. Judge George C. Paine II presides over the case. Robert J. Welhoelter, Esq. -- rjwelho@gmail.com -- in Nashville, represents the Petitioning Creditors. AK STEEL: Moody's Lowers Corporate Family Rating to 'B1' -------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family and Probability of Default Ratings of AK Steel Corporation to B1 from Ba2, concluding the review for downgrade initiated on July 29, 2011. Moody's also downgraded the ratings on AK Steel's senior unsecured debt to B2 from Ba3. The Speculative Grade Liquidity Rating was affirmed at SGL-2. The rating outlook is stable. RATINGS RATIONALE The downgrade to a B1 corporate family rating reflects the weak debt protection metrics and increased leverage as measured by the EBIT/interest ratio of -1.4x and debt/EBITDA ratio of 6.7x for the twelve month period to June 30, 2011, as well as weak to negative operating cash flow generation. Given the headwinds facing the steel industry, including slowing demand levels, overcapacity in carbon steel reflective of the new capacity that is coming on line from ThyssenKrupp's new plant, Severstal Columbus's expansion and the restart of RG Steel (a subsidiary of The Renco Group)we do not expect material improvement in 2012 and view the time line to meaningful improvement in performance to be protracted. The downgrade in the senior unsecured debt rating to B2 from Ba3 reflects the downgrade in the Corporate Family Rating to B1 under Moody's Loss Given Default methodology and the junior position of the unsecured debt instruments to the company's first lien debt, specifically its $1.1 billion asset backed revolver, as well as the priority accounts payables. AK Steel's B1 Corporate Family Rating reflects the expectation that the company will continue to operate with tight profit margins and weak operating cash flow as operating pressures have impeded improvements in credit metrics. As a result, Moody's believes that EBIT margin will remain at low single digit levels while EBIT/inrerest will remain below 2.5x and debt-to-EBITDA is likely to be continue above 6 times in the next 12 to 18 months. AK Steel's margins remain vulnerable to raw material cost volatility, specifically for iron ore and coking coal, and limited pricing flexibility for its end products given the uncertain economic climate in its key U.S. market and the highly competitive environment for steel producers. Moody's recognizes that recently announced transactions which include the acquisition of Solar Fuel, Inc. (to be renamed AK Coal Resources, Inc.), which controls estimated reserves of low volatile metallurgical coal of approximately 20 million tons, and its entry into a joint venture with Magnetation, Inc. to form Magnetation LLC, a processor of iron ore concentrate recovered from legacy reserves of previously mined ore deposits, should eventually help reduce AK Steel's exposure to high raw material costs. At full production, these investments are expected to provide approximately half of the company's annual iron ore and coal requirements of around six million tons and 2.5 million tons, respectively. However, it will take several years for the company to complete required permits and develop the infrastructure to reach production targets, estimates are for full production of the coal operations at approximately 1 million short tons annually in 2014. Consequently, AK Steel's operating performance will likely continue to be vulnerable to price trends for key raw materials. AK Steel's liquidity is considered good, despite Moody's anticipation of weak operating cash flow, considerable working capital requirements and pension contributions, and diminished cash balances over the next 12 months. Moody's expects that availability under its $1.1 billion asset-based (ABL) revolver expiring on April 2016 will remain ample and its 1.0 times minimum fixed charge coverage covenant (if availability falls below $137.5 million) will not be tested over the same period. Furthermore, the company has no scheduled maturities on its long term debt in the near term. AK Steel's B1 Corporate Family Rating considers its business mix, its strong contract position, and its excellent reputation for service and technological leadership. In addition, the company's product mix benefits from a meaningful level of value-added products, including coated, electrical and stainless products. However, the rating also considers the cyclicality of the steel industry, the expected slow recovery to volume levels that will result in better fixed cost absorption, and the company's somewhat higher, although much improved cost base relative to its peers. The rating also incorporates AK Steel's high sensitivity to downward price movements, exposure to raw material cost inflation, particularly for iron ore, and meaningful, although improved, other liabilities such as pension and OPEB. The stable outlook reflects Moody's expectation that the company's overall credit profile is appropriately-positioned for the B- rating category, although metrics could face continued pressure until broader economic and industry conditions improve. The outlook also incorporates Moody's expectation that AK Steel will likely have difficulty in materially improving credit metrics in the near term given the time required before savings from recent initiatives to improve raw material self sufficiency can be realized. AK Steel's rating could be downgraded if savings from the company's recent initiatives do not sufficiently offset high raw material costs and if economic weakness and increased competition dampens sales growth, leading to further deterioration in operating performance and credit metrics. Quantitatively, the rating could be downgraded if debt-to-EBITDA does not show an improvement towards at most 5.5 times, EBIT/interest does not track around 2x or CFO minus dividends-to-debt is unlikely to approach at least 10% over a sustained period. The rating is unlikely to be upgraded in the near term, given the structural challenges facing AK Steel's operations and the time required before savings from its recent initiatives will be realized. The rating could be upgraded should economic fundamentals in the U.S. strengthen, and raw material prices moderate for a prolonged period. Quantitatively, the rating could be upgraded if debt-to-EBITDA is sustained below 5x and CFO minus dividends-to-debt is sustained above 15%. Downgrades: Issuer: AK Steel Corporation -- Probability of Default Rating, Downgraded to B1 from Ba2 -- Corporate Family Rating, Downgraded to B1 from Ba2 -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2, LGD5, 70% from Ba3, LGD4, 64% -- Senior Unsecured Shelf, Downgraded to (P)B2 from (P)Ba3 Outlook Actions: Issuer: AK Steel Corporation -- Outlook, Changed To Stable From Rating Under Review The principal methodology used in rating AK Steel was the Global Steel Industry Methodology published in January 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. Headquartered in West Chester, Ohio, AK Steel Corporation ranks as a middle tier, high quality, integrated steel producer in the United States, operating seven steelmaking and finishing plants in Indiana, Kentucky, Ohio and Pennsylvania. The company produces flat-rolled carbon steels, including coated, cold-rolled and hot- rolled products, as well as specialty stainless and electrical steels. Principal end markets include automotive, steel service centers, appliance, industrial machinery, infrastructure, construction and distributors and converters. Revenues for the last twelve months ending September 30, 2011 were approximately $6.3 billion and total shipments of steel were approximately 5.6 million tons. ALEXANDER PROPERTIES: To Appeal Denial of Disclosure Statement -------------------------------------------------------------- Bankruptcy Judge Nancy V. Alquist signed off on a second stipulation providing The Patapsco Bank an extension of time within which to respond to the motion of Alexander Properties, L.L.C. for stay pending appeal of order denying approval of disclosure statement. The deadline within which Patapsco Bank may file a response to Motion for Stay is extended further to Nov. 30, 2011. A copy of the Stipulation dated Nov. 4, 2011, is available at http://is.gd/n6p3u9from Leagle.com. Based in Annapolis, Maryland, Alexander Properties, L.L.C., and Soultana Efthimiadis filed for Chapter 11 bankruptcy (Bankr. D. Md. Case Nos. 10-38095 and 10-38104) on Dec. 14, 2010. James C. Olson, Esq. -- jcolson@msn.com -- serves as bankruptcy counsel. Alexander Properties estimated under $50,000 in assets and $1 million to $10 million in debts. Soultana Efthimiadis is represented by Aryeh E. Stein, Esq. -- aryehstein@gmail.com -- at Meridian Law LLC. Efthimiadis estimated $100,001 to $500,000 in assets and $1 million to $10 million in debts. The Patapsco Bank, Alexander Properties' lender, is represented by Michael C. Bolesta, Esq. -- mbole@gebsmith.com -- at Gebhardt & Smith LLP. ALL AMERICAN SEMICONDUCTOR: Trustee Can't Introduce New Evidence ---------------------------------------------------------------- In the lawsuit, AASI CREDITOR LIQUIDATING TRUST, By and Through Kenneth A. Welt, Liquidating Trustee, pursuant to the confirmed Third Amended Plan of Liquidation of The Official Committee of Unsecured Creditors, Plaintiff, v. SAMSUNG SEMICONDUCTOR, INC., Defendant, Adv. No. 09-01443 (Bankr. S.D. Fla.), Bankruptcy Judge A. Jay Cristol denied the plaintiff's motion for leave to file Amended Exhibit "A" to the amended complaint. The Defendant opposed the request. The Plaintiff filed the suit 2-1/2 years ago to avoid 11 payments made by check from All American Semiconductor, Inc., to Samsung as preferential transfers. The Plaintiff now seeks to amend the Complaint to add an exhibit which includes multiple returns of inventory as alleged preferential transfers. The Plaintiff's inclusion of the alleged returns of inventory as preferences alters the type and increases the amount of alleged preferential transfers against Defendant from $5,027,685 to $5,715,888, or an additional $782,749. The issue presented to the Court is whether the amended claims relate back to the Complaint of record or not. If the amended claims do not "relate back", they are barred due to the expiration of the statute of limitations, which expired in the case on or about April 27, 2009, pursuant to 11 U.S.C. Sec. 546(a). The Plaintiff asserts the amendment would cause no prejudice as the claims were already known to exist because the Plaintiff's Proof of Claim dated June 25, 2007, attached a spreadsheet reflecting 29 instances of returns made during the preference period. However, the Court is not impressed by this argument. The fact that Plaintiff had this information since 2007 but did not move to include it in the Complaint until more than 2 years later is too prejudicial to the Defendant to allow amendment at this juncture. A copy of Judge Cristol's Nov. 3, 2011 Memorandum Decision is available at http://is.gd/AvDDuWfrom Leagle.com. About All American Semiconductor Based in Miami, Florida, All American Semiconductor Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributed electronic components manufactured by other firms. In total, the company offered approximately 40,000 products produced by approximately 60 manufacturers. The company had 36 strategic locations throughout North America and Mexico, as well as operations in China and Western Europe. The Company and its debtor-affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 07-12963) on April 25, 2007. Jason Z. Jones, Esq., Mindy A. Mora, Esq., at Bilzin Sumberg; and Tina M. Talarchyk, Esq., at Squire Sanders, represented the Debtors as counsel. Adrian C. Delancy, Esq., Jerry M. Markowitz, Esq., Rachel Lopate Rubio, Esq., Rilyn A. Carnahan, Esq., Ross R. Hartog, Esq., at Markowitz, Davis, Ringel & Trusty; and Stanley F. Orszula, Esq., at Loeb & Loeb, represented the Official Committee of Unsecured Creditors as counsel. As of June 30, 2007, the company posted total assets of $4,071,000, consisting solely of cash; total liabilities of $18,348,000; and total stockholders' deficit of $14,277,000. The Bankruptcy Court confirmed on April 8, 2009, the Third Amended Plan of Liquidation proposed by the official committee of unsecured creditors appointed in the bankruptcy cases of All American Semiconductor. The Plan contemplated the liquidation of all assets of the consolidated estate for the benefit of the holders of allowed claims and allowed interests. ALL YOU: Court Confirms Secured Creditor's Chapter 11 Plan ---------------------------------------------------------- The Hon. Ben Barry of the U.S. Bankruptcy Court for the Western District of Arkansas denied the Chapter 11 plan proposed by debtor All You LLC and confirmed the plan proposed by secured creditor First Security for the Debtor. First Security's Chapter 11 Plan dated May 25, 2011, proposes to liquidate the Debtor's real estate assets. First Security contends that because it is fully secured, the Debtor may not cram down its debt to First Security and cannot retain the Tontitown Property and College Avenue Property, free and clear of First Security's lien unless it is able to pay its entire Debt to First Security through the bankruptcy plan. The Court also ordered that: -- the automatic stay is relaxed as to the real property; -- the claims bar date as described in First Security's Chapter 11 Plan will be Nov. 25, 2011; -- the Debtor will be responsible for payment of all fees required by 28 USC section 1930(a)(6) and will continue to file monthly financial reports for each month that the case remains open; -- First Security's motion for contempt is granted. The Court finds that the Debtor is in contempt of the Court's order on use of cash collateral and motion for relief from stay; however, the Court further finds that the Debtor's contempt was not willful or malicious and therefore declines to impose any sanctions; -- First Security's motion to convert Chapter 11 to Chapter 7 is withdrawn as moot; -- the Debtor's motion to use insurance proceeds for repairs is denied in part. The Court finds that $6,000 in insurance proceeds remains for disbursement; and -- the remaining $6,000 in insurance monies will be paid to First Security subject to claims for repair expenses. In a separate filing, the U.S. Trustee for -- notified the Court that it has reached an agreement whereby the U.S. Trustee's objection would be withdrawn upon condition that the Debtor immediately cure the deficiencies, and that any order confirming either the Debtor's proposed plan or the plan proposed by First Security Bank would contain language modifying the Debtor's proposed plan to cure the deficiency by identifying any insider to be employed or retained by the Debtor and setting forth the nature of any compensation to be paid to the insider. First Security Bank is represented by: Gary D. Jiles, Esq. MILLAR JILES CULLIPHER, LLP The Frauenthal Building 904 Front Street Conway, Arkansas 72032 Tel: (501) 329-1133 E-mail: gjiles@jacknelsonjones.com About All You, LLC Fayetteville, Arkansas-based All You, LLC, owner of several investment properties, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No. 10-74049) on Aug. 2, 2010. Don Brady, Esq., at Blair, Brady & Henson represents the Debtor in its restructuring effort. The Debtor disclosed $10.98 million in assets and $5.51 million in liabilities as of the Petition Date. The U.S. Trustee for Region 16 was unable to form an official committee of unsecured creditors for the Chapter 11 case. Both the Debtor; and First Security Bank, the largest creditor of Debtor and holder of a mortgage lien on all of the Debtor's real properties, have filed competing Chapter 11 plans in the bankruptcy case. The Court rejected both plans at a hearing on April 20, 2011. First Security Bank has asked the bankruptcy court to enter an order converting the case to Chapter 7 liquidation. A hearing on the request is scheduled for June 29. ALLEN FAMILY: Committee Wants Appraisers to Analyze Fixed Assets ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Allen Family Foods, Inc., et al., asks the U.S. Bankruptcy Court for the District of Delaware to expand the scope of the retention of Appraisal Economics Inc. On Sept. 29, 2011, the Court authorized the retention of Appraisal Economics, Inc., as appraisers for the Committee. The Committee seeks to expand the scope of retention to analyze the impact of economic obsolescence on its appraisal of the fixed assets-- certain of the Debtors' assets upon which MidAtlantic Farm Credit, ACA, for itself and as the agent/nominee for the lenders who made senior prepetition secured loans to the Debtors, does not have valid and perfected liens, which are located in Delaware, Maryland, and North Carolina; to aid in determining what portion of the sale proceeds should be allocated to the fixed assets. The expanded scope of services to be provided by Appraisal Economics in these cases include, but are not limited to: a) analysis of historical and current economic conditions of the domestic poultry industry including industry-wide capacity utilization, feed prices, wholesale poultry prices, consumption, and profitability; b) development of the amount of economic obsolescence inherent in the industry that impacts the market value of certain assets used in the industry; c) conclude the appropriate rate of economic obsolescence present in the poultry industry and application of economic obsolescence to certain personal property and real property of the Debtors; and d) preparation of a fully documented valuation report, which will describe the analysis, methodology, procedures employed, and conclusions of value. The Committee proposes to pay Appraisal Economics (a) $10,000 for the economic obsolescence analysis that it will provide, which includes reimbursement of actual and necessary out-of-pocket expenses incurred by Appraisal Economics as a result of the appraisal; plus (b) any additional fees. To the best of the Committee's knowledge, Appraisal Economics is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code.s The Committee set a Nov. 16 hearing at 2:00 p.m., on the requested retention expansion of Appraisal Economics. Objections, if any, are due Nov. 9, at 4:00 p.m. About Allen Family Foods Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry company. Allen Family Foods and two affiliates, Allen's Hatchery Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011. Allen estimated assets and liabilities between $50 million and $100 million in its petition. Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to the Debtors. FTI Consulting is the financial advisor. BMO Capital Markets is the Debtors' investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors in the Debtors' cases. Lowenstein Sandler PC and Womble Carlyle Sandridge & Rice, PLLC, serve as counsel for the committee. J.H. Cohn LLP serves as the Committee's financial advisor. ALUMNE MANUFACTURING: Case Summary & Creditors List --------------------------------------------------- Debtor: Alumne Manufacturing, Inc 801 Industrial Drive Wildwood, FL 34785 Bankruptcy Case No.: 11-16451 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: David W. Norris, Esq. DAVID W. NORRIS, ATTORNEY AT LAW 405 N. Sinclair Avenue Tavares, FL 32778 Tel: (352) 343-0536 Fax: (866) 544-7582 E-mail: davidnorrislaw@live.com Scheduled Assets: $104,858 Scheduled Debts: $1,025,839 The Company's list of its 13 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb11-16451.pdf The petition was signed by Lester David Yancey, president. AMARANTH II: Wants to Hire Bennett Weston as Attorney ----------------------------------------------------- Amaranth II LP asks the U.S. Bankruptcy Court for the Eastern District of Texas for permission to employ Bennett, Weston, LaJone & Turner P.C. as its attorney and paralegal. The Debtor says professional fees and expenses will be at least $30,000. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Amaranth II LP Carrollton, Texas-based Amaranth II LP filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011. Chief Judge Brenda T. Rhoades presides over the case. Bruce E. Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as the Debtor's counsel. The Debtor disclosed $15,641,623 in assets and $20,244,491 in liabilities as of the Chapter 11 filing. The petition was signed by Carmelita D. Dolores, president of Stonebriar Investment, Inc., its general partner. The Company listed $15,641,623 in assets and$20,244,491 in liabilities. No official committee of unsecured creditors has been appointed. AMERICAN DIAGNOSTIC: Wants Until Dec. 1 to File Plan ---------------------------------------------------- American Diagnostic Medicine Inc. asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the time in which it has to file a plan and disclosure statement through and including Dec. 1, 2011. The additional time to file the Plan will allow the Debtor to negotiate the terms of a consensual Plan with its secured creditors and the Official Committee of Unsecured Creditors. This is the Debtor's fourth extension motion. The Debtor's secured creditor, Cardinal Health 414, LLC, supports the extension. About American Diagnostic Batavia, Illinois-based American Diagnostic Medicine Inc. provides imaging technologies to hospitals, clinics, cardiologists, internal medicine groups and other health care providers throughout the United States. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011. Miriam R. Stein, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, in Chicago, Illinois, serve as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $11,298,157 in assets and $11,116,962 in liabilities as of the Petition Date. Matthew E. McClintock, Esq., at Goldstein & McClintock LLC, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as counsel. AMIDEE CAPITAL: Reorganization Case Converted to Ch. 7 Liquidation ------------------------------------------------------------------ The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas converted the Chapter 11 cases of Amidee Capital Group, Inc., et al., to that under Chapter 7 of the Bankruptcy Code. The Debtors related that there is no feasible reorganization plan and that converting the Chapter 11 cases is in the best interests of the estates and their creditors. The Debtors related that since the auction, they have marketed their remaining properties to complete additional sales of property. In addition, the Debtors have tried since the auction to formulate a viable plan of reorganization. Unfortunately, a number of factors have prevented the Debtors from formulating a viable reorganization plan. Among those factors are: (1) the sale prices of the assets subject to liens was in most cases insufficient to pay all of the secured debt, leaving the estate with deficiency claims; (2) prepetition, the assets and financial affairs of the Debtors were substantially intertwined, leaving the various Debtors with numerous competing claims against each other; and (3) the Debtors' CRO has estimated that the cost of properly and accurately documenting the intercompany transactions and accounting for commingled funds would greatly exceed the current resources of the estates. About Allen Family Foods Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry company. Allen Family Foods and two affiliates, Allen's Hatchery Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011. Allen estimated assets and liabilities between $50 million and $100 million in its petition. Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to the Debtors. FTI Consulting is the financial advisor. BMO Capital Markets is the Debtors' investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors in the Debtors' cases. Lowenstein Sandler PC and Womble Carlyle Sandridge & Rice, PLLC, serve as counsel for the committee. J.H. Cohn LLP serves as the Committee's financial advisor. The TCR reported on July 29, 2011, the Debtor won the bankruptcy judge's approval to sell its assets to a U.S. affiliate of Korean poultry producer Harim Co. Ltd. The sale was approved despite creditors' questions about the administrative solvency of the case. The purchase price was $48 million. ARRAY BIOPHARMA: Posts $3.6 Million Net Loss in Sept. 30 Quarter ---------------------------------------------------------------- Array BioPharma Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $3.6 million on $22.1 million of revenues for the three months ended Sept. 30, 2011, compared with a net loss of $10.6 million on $18.5 million of revenues for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $99.8 million in total assets, $233.6 million in total liabilities, and a stockholders' deficit of $133.8 million. The Company has incurred significant operating and net losses and negative cash flows from operations since its inception. As of Sept. 30, 2011, the Company had an accumulated deficit of $550.7 million. "We expect to incur additional losses and negative cash flows in the future, and these losses may continue or increase in part due to anticipated levels of expenses for research and development, particularly clinical development, expansion of our clinical and scientific capabilities, and acquisitions of complementary technologies or in-licensed drug candidates. As a result, we may not be able to achieve or maintain profitability." A copy of the Form 10-Q is available for free at: http://is.gd/4W8Vge About Array BioPharma Boulder, Colo.-based Array BioPharma Inc. (NASDAQ: ARRY) -- http://www.arraybiopharma.com/-- is a biopharmaceutical company focused on the discovery, development and commercialization of targeted small-molecule drugs to treat patients afflicted with cancer and inflammatory diseases. AXESSTEL INC: Reports $1.3 Million Net Income in 3rd Quarter ------------------------------------------------------------ Axesstel, Inc., filed its quarterly report on Form 10-Q, reporting net income of $1.3 million on $17.1 million of revenues for the three months ended Sept. 30, 2011, compared with a net loss of $1.1 million on $9.1 million of revenues for the same period last year. The Company had net income of $80,616 on $37.2 million of revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $3.9 million on $35.8 million of revenues for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $13.5 million in total assets, $26.2 million in total liabilities, and a stockholders' deficit of $12.7 million. As reported in the TCR on April 1, 2011, Gumbiner Savett Inc., in Santa Monica, Calif., expressed substantial doubt about the Axesstel's ability to continue as a going concern, following the Company's 2010 financial results. The independent auditors noted that the Company has historically incurred substantial losses from operations, and the Company may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. Additionally, there is uncertainty as to the impact that the worldwide economic downturn may have on the Company's operations. A complete text of the Form 10-Q is available for free at: http://is.gd/RlbziE About Axesstel, Inc. San Diego, Calif.-based Axesstel, Inc. (OTC QB: AXST) -- http://www.axesstel.com/ -- is a provider of fixed wireless voice and broadband access solutions for the worldwide telecommunications market. BANK OF AMERICA: FDIC Resume Sparring Over Mortgage Losses ---------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Bank of America Corp. says the Federal Deposit Insurance Corp. is on the hook for the $1.75 billion in losses investors suffered when Taylor Bean & Whitaker Mortgage Corp. and Colonial Bank collapsed in a multibillion-dollar bank fraud. About Bank of America Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions. The Company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch in January 2009, BofA is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The Company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. BofA sought government backing in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. During the economic collapse in 2008, BofA received a $45 billion bailout from the U.S. government. On June 17, 2011, 34 individuals sought to place Bank of America N.A. in bankruptcy by filing an involuntary Chapter 11 petition (Bankr. D. Colo. Case No. 11-24503). The petitioners claimed to be owed roughly $60 million in the aggregate. The petitioners identified themselves in the signature pages of the Chapter 11 petition as members of either the "Independent Rights Political Party" or the "Independent Rights Party." The petition was dismissed later that month. The New York Times reported in September 2011 that lawsuits against Bank of America related to its acquisition of Merrill Lynch are quietly advancing in the Federal District Court in Manhattan. The actions were commenced by the New York attorney general's office and by some of the largest class-action law firms seeking about $50 billion. BAYVIEW HOLDINGS: Must File Operating Reports Prior to Dismissal ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia set conditions, in consideration of Bayview Holdings, LLC's motion to dismiss its Chapter 11 case, and the objection filed by the U.S. Trustee. As reported in the Troubled Company Reporter on July 18, 2011, Bankruptcy Judge Ross W. Krumm denied confirmation of the Debtor's Third Amended Plan and granted secured creditor Bank of Floyd's motion for stay relief to foreclose on its collateral. According to the Debtor, Bank of Floyd intended to sell the property subject to its liens. Citing the lack of assets available for distribution to creditors, the Debtor has requested the Court to dismiss its Chapter 11 case. The Court ordered that: -- the Debtor must file all monthly operating reports due; -- the Debtor must file an affidavit attesting to the fact that it has no means with which to pay the outstanding fees owed to the Office of the U.S. Trustee; and -- upon completion of the conditions, the case will be dismissed and the clerk of the Court will close the case. About Bayview Holdings, LLC Moneta, Virginia-based Bayview Holdings, LLC, is owned by Tom Lovegrove, who is its sole member and managing member. The Debtor is in the business of acquiring and developing land on or near Smith Mountain Lake in Virginia. Bayview filed for chapter 11 bankruptcy protection (Bankr. W.D. Va. Case No. 09-72799) on Nov. 2, 2009. Kevin J. Funk, Esq., and Bruce E. Arkema, Esq., at DurretteBradshaw, PLC, in Richmond, Virginia, represent the Debtor. In its schedules, the Debtor disclosed $13,348,258 in assets and $10,675,663 in liabilities as of the petition date. BEACON POWER: Meeting to Form Creditors Committee on Nov. 10 ------------------------------------------------------------ Roberta DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Nov. 10, 2011, at 10:00 a.m. in the bankruptcy cases of Beacon Power Corporation, Stephentown Holding LLC, and Stephentown Regulation Services LLC. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Beacon Power Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND) -- http://www.beaconpower.com/-- designs, manufactures and operates flywheel-based energy storage systems that it has begun to deploy in company-owned merchant plants that sell frequency regulation services in open-bid markets. Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1 million guaranteed by the U.S. Energy Department. Brown Rudnick and Potter Anderson & Corroon serve as the Debtor's counsel. Tyngsboro, Massachusetts-based Beacon listed assets of $72 million and debt totaling $47 million, including $39.1 million owing on the government-guaranteed loan. Beacon built a $69 million facility with 20 megawatts of balancing capacity in Stephentown, New York, funded mostly by the Energy Department loan. ENERGYBOOM notes that Beacon Power is the second cleantech company which has been backed by the U.S. Department of Energy via loan guarantees to fail this year. The first was Solyndra, which declared bankruptcy under the same Chapter 11 provision on Sept. 6, 2011. BIOFUEL ENERGY: Units Receive $4.3MM Funding from Farnam Street --------------------------------------------------------------- Buffalo Lake Energy, LLC, and Pioneer Trail Energy, LLC, which own and operate BioFuel Energy Corp.'s ethanol plants in Fairmont, Minnesota and Wood River, Nebraska, respectively, and each a wholly-owned indirect subsidiary of BioFuel Energy LLC, the Company's direct operating subsidiary, received funding in an aggregate amount of $4,296,857 under an operating lease each Project Subsidiary has entered into with Farnam Street Financial, Inc. This funding will be used to pay for some of the costs of corn oil extraction systems that each of the Project Subsidiaries is installing in its respective ethanol plant. Under the terms of the Operating Leases, the Project Subsidiaries may draw up to an aggregate of $7,850,000 to fund installation of the two COES. The remaining expense of installation will be borne by the Project Subsidiaries out of cash on hand. Under the terms of the Operating Leases, monthly payments will commence upon completion of installation, which the Company expects to occur by the end of the fourth quarter, and will continue for two years. Upon expiration of the initial term, each of the Project Subsidiaries will have the option to either renew for a subsequent one year term or purchase the COES at its then fair market value. Each of the Operating Leases is unconditionally guaranteed by BFE Energy Corp. About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. The Company reported a net loss of $25.22 million on $453.41 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $19.70 million on $415.51 million of net sales during the prior year. The Company's balance sheet at June 30, 2011, showed $311.74 million in total assets, $219.59 million in total liabilities and $92.14 million in total equity. Going Concern Doubt; Bankruptcy Warning Grant Thornton LLP, in Denver, did not issue a going concern qualification after auditing the Company's financial statements for the year ended Dec. 31, 2010. As reported in the Troubled Company Reporter on March 31, 2010, Grant Thornton LLP, in Denver, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has experienced declining liquidity and has $16.5 million of outstanding working capital loans that mature in September 2010. In the Form 10-K for the year ended Dec. 31, 2010, the Company noted that its ability to make payments on and refinance its $230 million senior debt facility -- of which $189.4 million was outstanding as of Dec. 31, 2010 -- depends on its ability to generate cash from operations. The Company noted that during its first two full years' of operations, it has been unable to consistently generate positive cash flow. In addition, it continues to have, severely limited liquidity, with $7.4 million of cash on hand as of Dec. 31, 2010. "If we do not have sufficient cash flow to service our debt, we would need to refinance all or part of our existing debt, sell assets, borrow more money or raise additional capital, any or all of which we may not be able to do on commercially reasonable terms or at all. If we are unable to do so, we may be required to curtail operations or cease operating altogether, and could be forced to seek relief from creditors through a filing under the U.S. Bankruptcy Code. Because the debt under our Senior Debt Facility subjects substantially all of our assets to liens, there may be no assets left for stockholders in the event of a liquidation. In the event of a foreclosure on all or substantially all of our assets, we may not be able to continue to operate as a going concern." BIONOL CLEARFIELD: Trustee Seeks to Probe Lukoil's Deals -------------------------------------------------------- Dow Jones' DBR Small Cap reports that the trustee chasing a $230 million arbitration award for creditors of Bionol Clearfield LLC says he wants to probe Lukoil Holdings' corporate dealings for evidence the Russian company improperly maneuvered out of reach of the judgment. Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del. Case No. 11-_____) in July 2011. The Company estimated assets between $50 million and $100 million and liabilities between $100 million and $500 million. The Company owns a plant that produces bio-based chemicals and fuels from renewable feedstock. BLUEGREEN CORP: 2011 Long Term Incentive Plan Approved ------------------------------------------------------ The Compensation Committee of the Board of Directors of Bluegreen Corporation approved and adopted the 2011 Long Term Incentive Plan. The Plan is designed to provide certain members of senior management of the Company incentives that are based on the achievement of certain financial targets and available free cash relating to the Company's business and operations. The Plan, which will be administered by the Committee, is based on a point system, pursuant to which individuals selected by the Committee to participate in the Plan for each calendar year during the term of the Plan will be allocated points representing fractional interests in award amounts payable under the Plan. The aggregate award amount payable under the Plan for each Performance Period will be based on the Company's actual EBITDA as compared to its target EBITDA, but is earned and payable only to the extent of available free cash and other terms and conditions, all as further defined in the Plan. Under the terms of the Plan, Participants are also entitled to awards upon the occurrence of certain liquidity events, including but not limited to the sale of the Company or its businesses, with the amount of those awards to be primarily based on the consideration received by the Company or its shareholders, as applicable, in connection with the Liquidity Event and the EBITDA ratio. The Plan also includes a clawback requirement, pursuant to which the Company will be entitled to recover certain overpayments to Participants, and provisions prohibiting or requiring certain actions following a change-in-control of the Company. Subject to earlier expiration upon the occurrence of a Liquidity Event, the last annual Performance Period under the Plan will be the year ending on Dec. 31, 2015. The terms and conditions of a Participant's award under the Plan during each Performance Period will be evidenced by an award agreement. It is expected that each of the Company's "named executive officers," John M. Maloney, Jr., the Company's President and Chief Executive Officer; David L. Pontius, the Company's Executive Vice President, Chief Strategy Officer and President of Bluegreen Services; and David A. Bidgood, the Company's Senior Vice President and President of Bluegreen Resorts Field Sales & Marketing, as well as certain other executives of the Company will be selected by the Committee as Participants for the Performance Period ending on Dec. 31, 2011, with Mr. Maloney to be allocated 40 points and each of Messrs. Pontius and Bidgood to be allocated 13.3 points, out of 100 points total. The amount of the bonuses, if any, to be paid to the Participants, including the "named executive officers," for the Performance Period ending on Dec. 31, 2011, is not currently determinable and will be based on the results of the Company under the performance measures. About Bluegreen Corp. Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides places to live and play through its resorts and residential community businesses. In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. S&P's rating outlook on the Company is stable. S&P believes that Bluegreen will grow its fee-based sales commission revenue from $20 million in 2009 to an estimated $50 million in 2010. At this time, S&P expects that Bluegreen may be able to generate at least the same amount of commission based revenue in 2011. While the increase in fee- based revenue allowed Bluegreen to expand the level of sales that do not require financing, S&P believes that the company will likely remain heavily reliant on its lines of credit, receivable- backed warehousing facilities, and access to the timeshare securitization markets to fund timeshare sales. In S&P's view, Bluegreen currently has adequate sources of liquidity to cover its needs over the next 12-18 months mainly due to the successful closing of a timeshare securitization transaction. The Company reported a net loss of $35.87 million on $365.67 million of revenue for the year ended Dec. 31, 2010, compared with net income of $3.90 million on $367.36 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.14 billion in total assets, $848.80 million in total liabilities, and $295.91 million total shareholders' equity. * * * In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. S&P's rating outlook on the Company is stable. S&P believes that Bluegreen will grow its fee-based sales commission revenue from $20 million in 2009 to an estimated $50 million in 2010. At this time, S&P expects that Bluegreen may be able to generate at least the same amount of commission based revenue in 2011. While the increase in fee- based revenue allowed Bluegreen to expand the level of sales that do not require financing, S&P believes that the company will likely remain heavily reliant on its lines of credit, receivable- backed warehousing facilities, and access to the timeshare securitization markets to fund timeshare sales. In S&P's view, Bluegreen currently has adequate sources of liquidity to cover its needs over the next 12-18 months mainly due to the successful closing of a timeshare securitization transaction. BLUEKNIGHT ENERGY: Rights Offering Over-Subscribed -------------------------------------------------- Blueknight Energy Partners, L.P., announced that its rights offering expired in accordance with its terms at 5:00 p.m., New York City time, on Oct. 31, 2011. Results indicate that the rights offering was over-subscribed with total basic and over-subscription rights being exercised for over 20 million Series A Preferred Units. Basic subscription rights that were not subscribed by 5:00 p.m., New York City time, on Oct. 31, 2011, have expired. Approximately 96% of basic subscription rights were exercised, leaving approximately 470,000 Series A Preferred Units available to fulfill over-subscriptions. The Partnership expects to issue a total of 11,846,990 Series A Preferred Units to unitholders that exercised their rights. Because over-subscription requests exceeded the number of rights available for over-subscription, the subscription agent will allocate the Series A Preferred Units available pursuant to over-subscription rights in accordance with the procedures described in the prospectus supplement dated Sept. 27, 2011. The Partnership expects that Series A Preferred Units subscribed for will be mailed to participants or credited through DTC on or about Wednesday, Nov. 9, 2011. Any excess payment to be refunded by the Partnership to a participating rights holder will be mailed by the subscription agent as promptly as practicable following such distribution. In addition, the Partnership expects that the Series A Preferred Units will begin trading on the NASDAQ Global Market on or about Thursday, Nov. 10, 2011, under the symbol "BKEPP." The Partnership estimates it will receive proceeds of approximately $77 million from the rights offering. The net proceeds from the rights offering, after deducting expenses, will be used as follows: (a) first, to redeem convertible debentures in the aggregate principal amount of up to $50 million plus accrued interest thereon that the Partnership issued to affiliates of Vitol Holding B.V. and Charlesbank Capital Partners, LLC; (b) second, to repurchase, on a pro rata basis, up to a maximum of $22 million of Series A Preferred Units from affiliates of Vitol and Charlesbank at a purchase price of $6.50 per unit plus any pro rata distribution for the quarter in which those units are repurchased; and (c) thereafter, for general partnership purposes. The Partnership filed a registration statement on Form S-3 with the Securities and Exchange Commission that registers the Series A Preferred Units underlying the subscription rights and the common units issuable upon conversion of the Series A Preferred Units, and the registration statement was declared effective July 26, 2011. About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. It provides services for the customers, and its only inventory consists of pipeline linefill and tank bottoms necessary to operate the assets. It has three operating segments: crude oil terminalling and storage services, crude oil gathering and transportation services, and asphalt services. The Company reported a net loss of $23.79 million on $152.62 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $16.50 million on $156.77 million of total revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $327.44 million in total assets, $372.97 million in total liabilities, and a $45.52 million total partners' deficit. BOCA BRIDGE: Wants Court to Approve Modified Deal With Lender ------------------------------------------------------------- Brian Bandell, senior reporter at South Florida Business Journal, reports that Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel, has asked a U.S. Bankruptcy Court to approve a loan modification deal it reached with its secured lender JMP Boca Bridge. The report says Boca Bridge owes $9.3 million in principal, plus interest and fees, to JMP Boca Bridge Lender. According to the report, under the proposed deal, the lender would recast the loan at $10 million and provide Boca Bridge with $500,000 to help it fund operations. This deal would close before Dec. 31, pending court approval. The loan would mature in two years and carry a 5.5% interest rate. The loan would have a one- year extension option with a 6% interest rate that the borrower could trigger. The report notes the hotel operator must create an account with at least $150,000 for cash management of the property. The borrower would pay the lender $250,000 to cover its expenses. About Boca Bridge LLC In August 2010, 10 creditors owed $69,400 filed an involuntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) against Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel. In November, the bankruptcy judge entered ruling placing the Boca Bridge into Chapter 11. The Debtor disclosed $10,286,336 in assets and $11,850,060 in liabilities as of the Chapter 11 filing. Bernice C. Lee, Esq., and Bradley Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida, represent the Debtor as counsel. BONAVIA TIMBER: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Bonavia Timber Company, LLC, an Oregon limited liability company fdba Pacific Northwest Tree Farms, LLC P.O. Box 490 Winnemucca, NV 89445 Bankruptcy Case No.: 11-39459 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court District of Oregon Judge: Randall L. Dunn Debtor's Counsel: Albert N. Kennedy, Esq. TONKON TORP LLP 888 SW 5th Avenue, #1600 Portland, OR 97204 Tel: (503) 802-2013 E-mail: al.kennedy@tonkon.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Gary L. Bengochea, manager. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Nevada First Corporation 11-39460 11/01/11 Bonavia Timber Company's List of Its Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Morrow County Grain Growers Inc. Feed, Fuel, Supplies $3,056 P.O. Box 367 Lexington, OR 97839 Country Mutual Insurance Co Insurance Premium $1,547 P.O. Box 14180 Salem, OR 97309 Bank of Eastern Oregon Visa Credit Card $1,203 250 NW Gale P.O. Box 39 Heppner, OR 97836 Pacific Pride Fuel $197 City of Heppner Water $81 Columbia Power Co-op Power $56 BOWE BELL: Retiree Committee Retains Thorp Reed as Co-Counsel ------------------------------------------------------------- The retiree committee of Mail Systems Liquidation, Inc., formerly known as Bowe Systec, Inc., et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Thorp Reed & Armstrong, LLP, as co-counsel. Upon retention, the firm will, among other things: -- counsel the Retiree Committee with respect to understanding the bankruptcy estate, advise the Retiree Committee members with respect to their fiduciary duties, communications with the retiree constituency and the like; -- investigate the financial conditions of the Estate (post- sale), evaluating any contingent assets of the Estate, review of pertinent documents to accurately identify all affected retirees (including those who might be affected by virtue of the loss or any life insurance benefits), and review and consider necessary equitable considerations arising under Sec. 114 of the bankruptcy Code, and any other germane matters relevant to the protection of the Retirees Committee; and -- analyze any proposal made by the Debtors pursuant to Sec. 1114 of the Bankruptcy Code and assistance in any counter offers to such proposals. Jeffrey M. Carbino, attorney at Thorp Reed & Armstrong, attests that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. Current customary hourly rates of Thorp Reed attorneys range from $175 to $485. About Bowe Bell Headquartered in Wheeling, Ill., BOWE BELL + HOWELL -- http://www.bowebellhowell.com/-- is a leading provider of high- performance document management solutions and services. In 1936, the company pioneered gripper arm mail-inserting systems and has one of the world's largest installed bases of such inserters as a result of the technology's flexibility, performance and reliability. The company's complete portfolio of inserting, sorting, plastic card, integrity, cutting, packaging, print-on- demand and software solutions is one of the most comprehensive product offerings for paper-based communications. These solutions are supported by one of the largest dedicated service organizations in the industry. In addition to its headquarters offices, the company maintains major manufacturing and service locations in Durham, N.C. and Bethlehem, Penn. Bowe Bell + Howell sought bankruptcy protection in the U.S. as part of a deal to itself to creditor Versa Capital Management Inc. to pay off debt. Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other affiliates, including Bowe Bell + Howell Holdings, Inc., filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on April 18, 2011. Bowe Systec estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Lee E. Kau fman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. McDermott Will & Emery is the Debtors' special corporate counsel. Focus Management Group is the Debtors' financial advisors. Lazard Middle Market LLC is the Debtors' investment banker. The Garden City Group, Inc is the Debtors' claims and notice agent. Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary, commenced parallel ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act. BBH Canada, as the proposed foreign representative for the Debtors in the ancillary proceeding, will ask an Ontario Superior Court judge to recognize the bankruptcy proceedings in the U.S. PricewaterhouseCoopers Inc. is the prospective Information Officer in the Canadian Proceeding. The U.S. Trustee has formed an Official Committee of Unsecured Creditors and an Official Retirees' Committee. Versa Capital Management, Inc. in June 2011 completed its acquisition of the assets of Bowe Bell + Howell and the formation of a new company and brand, Bell and Howell, LLC. Versa, having purchased the $121 million secured term loan and revolving credit, signed a contract to buy the business in exchange for secured debt, the loan financing the Chapter 11 case, the cost of curing contract defaults, and $315,000 for the Canadian assets. C3 MODERN: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: C3 Modern Storage-Watermark, LLC 4650 E. Cotton Center Boulevard, Suite 200 Phoenix, AZ 8504 Bankruptcy Case No.: 11-30804 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case, II Debtor's Counsel: Mark W. Roth, Esq. POLSINELLI SHUGHART P.C. One East Washington Street CityScape Building, Suite 1200 Phoenix, AZ 85004 Tel: (602) 650-2012 Fax: (602) 926-8562 E-mail: mroth@polsinelli.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Devan Wastchak, manager of Vivo DP-DRW, LLC, manager. CABI SMA: Settlement with Class of Purchaser Claimants Okayed ------------------------------------------------------------- The Hon. A. Jay Cristol U.S. Bankruptcy Court for the Southern District of Florida entered a final order: 1. approving the settlement agreement entered among CABI SMA Tower I, LLLP, and Mark Weisberg and John Hagiag as representative plaintiffs; 2. certifying a class of purchaser claimants for settlement agreement purposes only; and 3. appointing The Law Offices of Robert Ader, P.A. as counsel for the settlement agreement class and Weisberg and Hagiag as class representatives. The settlement agreement's benefits to class members include the Debtor's agreement to: i) release all applicable deposits from escrow, together with accrued interest on the deposits; ii) recognize priority status of the class members' unsecured claims in the amount of $2,600 to each claimant that is a natural person; and iii) pay 20% (less the amount of priority claims paid) of each Class Member's allowed general unsecured claim, upon confirmation of a plan of reorganization. The Court also overruled the objections of Brickell Central, LLC which was based on the Debtor failing to provide appropriate disclosure regarding the reasonableness of the Class Settlement and the Debtor failing to establish any benefit to the Debtor's estate. The Court ruled that Palm Coast Title, Inc., will be resolved by its agreement to accept the sum of $6000 in respect of its outstanding invoices for services as escrow agent, plus an additional $500 for the services to be performed in connection with the disbursements under the settlement agreement. Previously, Palm Coast objected to the extent that the settlement agreement failed to provide for reimbursement to Palm Coast for reasonable expenses incurred in carrying out its duties as escrow agent. The outstanding invoices will be paid by the Debtor, from the Debtor's funds in the escrow account. The class settlement services will be paid by class counsel and will be reimbursable expenses to be reimbursed to class counsel from the common fund. The Debtor related that no class members elected to opt out of the class action and no class members objected to the settlement agreement. A full-text copy of the order is available for free at: http://bankrupt.com/misc/CABISMA_setttlement_finalorder.pdf About Cabi SMA Tower I Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP -- owns multiple vacant parcels around South Miami Avenue and S.W. 14th Street in Miami, Florida. It acquired the parcels to develop residential, hotel, and retail space, including a condominium development. The parcels are being managed by Cabi Developers, LLC pursuant to a management agreement. Cabi SMA Tower I filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010. Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168) and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed separate Chapter 11 petitions. No creditor's committee has been appointed in Cabi SMA Tower I, LLLP's Chapter 11 case. On April 27, 2011, Cabi SMA Tower I, LLLP filed its First Amended Plan of Reorganization and an accompanying disclosure statement. CHEF SOLUTIONS: Court Sets Nov. 28, 2011, as Claims Bar Date ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware set Nov. 28, 2011, at 4:00 p.m., as the deadline for creditors of Chef Solutions Holdings LLC and its debtor-affiliates to file proofs of claim. All governmental units have until April 2, 2011, at 4:00 p.m., to file their claims. All proofs of claim must be file at: a) regular U.S. mail Donlin, Recano & Company, Inc. Chef Solutions Holdings, LLC, et al. P.O. Box 2095, Murray Hill Station New York, NY 10156, b) hand delivery or overnight mail Donlin, Recano & Company, Inc. Chef Solutions Holdings, LLC, et al. 419 Park Avenue South, Suite 1206 New York, NY 10016 About Chef Solutions Chef Solutions Inc., through subsidiary Orval Kent Food, is the second largest manufacturer in North America of fresh prepared foods for retail, foodservice and commercial channels. Chef Solutions and its affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, with the aim of selling the business to a joint venture between Mistral Capital Management LLC and Reser's Fine Foods Inc. The Debtor estimated assets and debts both exceeding $100 million. Judge Kevin Gross presides over the case. Lawyers at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Donlin Recano is the claims and notice agent. Piper Jaffray & Co. has been hired as investment banker. PricewaterhouseCoopers serves as financial advisor. Judge Gross has authorized Chef Solutions to borrow $9 million to fund operations as the Company gears up to sell its assets. A joint venture between Mistral Capital Management LLC and Reser's Fine Foods Inc. has signed a contract to buy the business for $36.4 million in cash and $25.3 million in secured debt. The deal is subject to higher and better offers. Lowenstein Sandler PC represents the creditors' committee appointed in the case. COMPOSITE TECH: Court Sets Nov. 10, 2011, as Claims Bar Date ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California set Nov. 10, 2011 as the deadline for creditors of Composite Technology Corporation to file proofs of claim. About Composite Technology Headquartered in Irvine, California, Composite Technology Corporation - http://www.compositetechcorp.com/-- develops, produces, markets and sells energy efficient and renewable energy products for the electrical utility industry. As of March 31, 2011, the Company has one business segment: CTC Cable Corporation. CTC Cable produces and sells ACCC(R) conductor products and related ACCC(R) hardware products. ACCC(R) conductor has been sold commercially since 2005 and is currently marketed worldwide to electrical utilities, transmission companies and transmission design/engineering firms. Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S. Wallace presiding over the case. The Debtor's bankruptcy case was reassigned to Judge Scott C. Clarkson on April 13, 2011. BCC Advisory Services LLC, BCC Ho1dco LLC's FINRA registered Broker/Dealer, serves as investment banker to provide exclusive equity financing services and debt financing services. Composite Technology disclosed $5,855,670 in assets and $12,395,916 in liabilities as of the Chapter 11 filing. CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed for Chapter 11 protection. The cases are jointly administered, with Composite Technology as the lead case. Paul J. Couchot, Esq., at Winthrop Couchot PC, serves as the Debtors' bankruptcy counsel. The Debtors also tapped Marsch Fischmann & Breyfogle LLP as special intellectual property approval counsel; Knobbe, Martens, Olson & Bear, LLP as special patent litigation counsel; McIntosh Group as special intellectual property counsel. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the official committee of unsecured creditors in the Debtor's cases. Steptoe & Johnson LLP represents the Committee. CVR ENERGY: Moody's Reviews 'B1' Corp. Family Rating for Upgrade ---------------------------------------------------------------- Moody's Investors Service placed under review for upgrade the ratings of CVR Energy, Inc. (CVR) and Wynnewood Refining Company (WRC) in response to CVR's announcement of a definitive agreement to acquire Gary-Williams Energy Corporation (the parent company of WRC). The ratings under review are CVR's B1 Corporate Family Rating (CFR) and Probability of Default Rating (PDR), the Ba3 rating of CVR's first lien secured notes, the B3 rating of CVR's second lien secured notes, WRC's B2 CFR and PDR, and the B2 rating of WRC's term loan. RATINGS RATIONALE The review for upgrade reflects the benefits to both CVR and WRC of the acquisition, including an increase in refining capacity, enhanced operational diversification, and the potential for modest synergies. The review also reflects the conservative leverage of the combined entity with September 30, 2011 pro forma debt / complexity barrels of $372 (excluding the debt of CVR Partners, LP which is the non-refining MLP subsidiary of CVR). Funding for the acquisition includes significant equity in the form of CVR's cash, with $250 million of new debt versus an acquisition price of $625 million (including CVR's estimate of working capital). Partially offsetting these benefits is the high price paid for the acquisition, with a cost per complexity barrel and cost per crude distillation capacity that is significantly higher than any US refinery acquisitions to date in 2011. Moody's review will focus on the strategic benefits of the acquisition and the ability of CVR's post-merger credit quality to be able to withstand cyclical troughs in refining margins. Despite strong cash flows from the current deep discount of WTI crude relative to Brent crude in the Mid-Continent region, Moody's expects differentials to narrow over the longer term and Moody's believes margins will continue to be volatile and cyclical over the longer term. Moody's review will also include an assessment of management's future growth strategy, discretionary and non- discretionary capital spending requirements, liquidity, and management's financial policies. Assuming the acquisition is completed as planned, any potential upgrade of CVR's CFR would likely be limited to a single notch. However, the ratings on CVR's and WRC's individual debt instruments will be subject to the combined entity's final capital structure, parent and subsidiary guarantees, and the level of financial disclosure available in order to maintain ratings. The acquisition is subject to various conditions, including regulatory approvals, and is expected to close by the end of 2011. The principal methodology used in rating CVR Energy and Wynnewood was the Global Refining and Marketing Industry Methodology published in December 2009. CVR Energy, Inc. is an refining and marketing company headquartered in Sugar Land, Texas. Wynnewood Refining Company, a wholly owned subsidiary of Gary- Williams Energy Corporation, is a private independent refining and marketing company headquartered in Denver, Colorado. DBSI INC: Sues Foley & Lardner of Fraud and Conspiracy ------------------------------------------------------ Leigh Jones at Thomson Reuters News & Insight reports that James Zazzali, the bankruptcy trustee for DBSI Inc., sued on Oct. 31, 2011, Foley & Lardner, claiming that the law firm helped orchestrate a Ponzi scheme that cheated investors out of hundreds of millions of dollars. The lawsuit, the report relates, claims the firm assisted company "insiders" in luring investors into schemes that were incapable of providing the promised returns. The 53-page complaint accuses the firm of professional malpractice, conspiracy, fraud, and breach of fiduciary duties. According to the report, Mr. Zazzali's complaint alleges that Foley & Lardner helped devise a flawed investment structure that enabled company insiders to perpetrate fraud and that the law firm provided tax opinion letters to support the deceit. The complaint identifies former Foley & Lardner attorney Stephen Burr, Esq. -- sburr@eckertseamans.com -- as one of the lawyers who advised DBSI. Mr. Burr, who is not named as a defendant, is now chairman of the real-estate group at Eckert Seamans Cherin & Mellott. He did not return a phone call seeking comment. About DBSI Inc. Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates were engaged in numerous commercial real estate and non-real estate projects and businesses. On Nov. 10, 2008, and other subsequent dates, DBSI and 180 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687). DBSI estimated assets and debts between $100 million and $500 million as of the Chapter 11 filing. Lawyers at Young Conaway Stargatt & Taylor LLP represent the Debtors as counsel. The Official Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as its bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' notice claims and balloting agent. Joshua Hochberg, a former head of the Justice Department fraud unit, served as an Examiner and called the seller and servicer of fractional interests in commercial real estate an "elaborate shell game" that "consistently operated at a loss" in his report released in October 2009. McKenna Long & Aldridge LLP was counsel to the Examiner. On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order appointing James R. Zazzali as Chapter 11 trustee for the Debtors' estates. On Oct. 26, 2010, the trustee of DBSI Inc. won court confirmation of its Chapter 11 plan of liquidation, paving the way for it to pay creditors and avoid years of expensive litigation over its complex web of affiliates. The plan, which was declared effective Oct. 29, 2010, was jointly proposed by DBSI's unsecured creditors and the bankruptcy trustee in charge of DBSI and its 170-plus affiliates. Pursuant to DBSI Inc.'s confirmed Chapter 11 plan, the DBSI Real Estate Liquidating Trust was established as of the effective date and certain of the Debtors' assets, including the Debtors' ownership interest in Florissant Market Place was transferred to the RE Trust. Mr. Zazzali and Conrad Myers were appointed as the post-confirmation trustees. Messrs. Zazzali and Myers are represented by lawyers at Blank Rime LLP and Gibbons P.C. DEB SHOPS: Raises $15 Million Through Equity Offering ----------------------------------------------------- Richard Rabicoff at citybizlist reports that Deb Stores Holding LLC has raised $15 million from 16 investors in an equity offering. According to the report, the offering was sponsored by Ableco Finance L.L.C., a unit of Cerberus Capital Management, which is overseeing the financing of the company's reorganization. The report notes that named in the related SEC filing were Ableco Vice Chairman Kevin Genda, President Daniel Wolf, SVP Joseph Naccarato, and VP Peter Eschmann, along with Matthew Bloom. citybizlist, citing report from Philly.com, says Deb Shops' senior lenders, guided by Ableco, planned to buy the company out of bankruptcy by September 2011, issuing a preliminary credit bid of $75 million. Ableco and other financiers committed to keep Deb Stores operating during bankruptcy. A full-text copy of the Notice of Exempt Offering of Securities is available for free at http://tinyurl.com/66mfunp As reported by the Troubled Company Reporter, Deb Shops was given authority from the bankruptcy judge Sept. 13 to sell the business to secured lenders in exchange for $75 million in secured debt. There were no competing bids, so an auction was canceled. Lenders led by Ableco Finance are taking the stores in 44 states. The Debtors canceled the auction for substantially all of their assets that they had scheduled for Aug. 31 after they failed to receive any qualified competing bids by the court's deadline of Aug. 24. Abelco is the administrative and collateral agent for the holders of DSI Holdings' first lien debt -- and also holds the largest amount of the debt. Pursuant to the proposed asset purchase agreement, Abelco committed to, among other things, credit bidding $75 million of the debtors' first lien debt to acquire the companies' assets. Abelco also provided the companies with DIP financing following their bankruptcy filings. About Deb Shops Deb Shops Inc., is a closely held women's-clothing retailer based in Philadelphia. Deb Shops sells junior and large-size clothing for girls and women ages 13 to 25 through more than 320 U.S. stores and through debshops.com. It was bought out by the New York investment firm Lee Equity Partners in October 2007. DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363. As of April 30, 2011, the Debtors' unaudited financial statements reflected assets totaling $124.4 million and liabilities totaling $270.1 million. Lawyers at Weil Gotshal & Manges LLP and Richards, Layton & Finger P.A. serve as bankruptcy counsel. Rothschild Inc. serves as the Debtors' investment banker and financial advisors. Kurtzman Carson Consultants, LLC, serves as claims agent. Sitrick & Company serves as public relations consultants. Ableco, the DIP Agent is represented by Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP. Conway Del Genio serves as financial advisors to the First Lien Lenders. Schulte Roth serves as corporate and tax advisors to the First Lien Lenders. Another lender, Lee DSI Holdings, is represented by Jennifer Rodburg, Esq., at Fried Frank Harris Shriver & Jacobson LLP. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors. Otterbourg Steindler Houston & Rosen serves as lead counsel to the Committee. DENNY'S CORP: Reports $7.9 Million Net Income in Sept. 28 Quarter ----------------------------------------------------------------- Denny's Corporation reported net income of $7.98 million on $136.68 million of total operating revenue for the quarter ended Sept. 28, 2011, compared with net income of $9.93 million on $139.93 million of total operating revenue for the quarter ended Sept. 29, 2010. The Company also reported net income of $20.24 million on $408.34 million of total operating revenue for the three quarters ended Sept. 28, 2011, compared with net income of $19.98 million on $412.58 million of total operating revenue for the three quarters ended Sept. 29, 2010. The Company's balance sheet at Sept. 28, 2011, showed $280.63 million in total assets, $376.11 million in total liabilities, and a $95.48 million total shareholders' deficit. John Miller, president and chief executive officer, stated, "Denny's generated positive same-store sales and positive two-year same-store guest counts in the face of a very challenging consumer and inflationary economic environment. This is a testament to the success of our positioning as America's favorite diner, emphasizing everyday affordability with attractive Limited Time Only products. We also achieved an increase in profitability despite the headwinds coming from inflationary pressures. We are working closely with our franchisees to continue building on our success in growing units, sales and profitability which has enabled Denny's to grow free cash flow, pay down debt and repurchase shares in its efforts to increase long-term shareholder value." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/Ztq9Ni About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. Denny's carries 'B2' corporate family and probability of default ratings from Moody's Investors Service and a 'B+' corporate credit rating from Standard & Poor's. DIPPIN' DOTS: Flash-Frozen Ice Cream Maker Files for Bankruptcy --------------------------------------------------------------- Dippin' Dots Inc., a maker of ice cream using liquid nitrogen, filed for bankruptcy protection from its creditors (Bankr. W.D. Ky. Case No. 11-51077). The company disclosed assets $20.2 million and debt of $12 million in Chapter 11 documents in U.S. Bankruptcy Court in Paducah, Kentucky, where it?s based. Revenue fell from $33.9 million in 2009 to $26.7 million last year, the company said. Bloomberg News reports that the Company is asking U.S. Bankruptcy Judge Thomas H. Fulton to let it use cash held as collateral for an $11 million loan from Regions Bank of St. Louis. Without using the collateral, Dippin? Dots ?will have no ability to operate,? the company said in court papers. About Dippin' Dots Founded in 1988 by microbiologist Curt Jones, Dippin' Dots manufactures quirky and colorful ice cream beads, which are flash frozen using liquid nitrogen. It owns a 120,000-square-foot plant in Kentucky that can produce more than 25,000 gallons of frozen dots a day. It has about 140 Dippin' Dots retail locations, which are mostly controlled by franchisees, and agreements with 9,952 small vendors who sell the ice cream at fairs, festivals and sports games. Dippin' Dots isn't sold in grocery stores because of its extreme cooling requirements. DJS DEVELOPMENT: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: DJS Development, LLC 6735 Sunbriar Drive Cumming, GA 30040 Bankruptcy Case No.: 11-24540 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: Bob J. Phillips, Esq. B. PHILLIPS & ASSOCIATES PC 410 Peachtree Parkway, Suite 4227 Cumming, GA 30041 Tel: (770) 205-1922 Fax: (770) 205-0887 E-mail: bphill60@msn.com Scheduled Assets: $2,340,040 Scheduled Debts: $1,791,422 The petition was signed by John C. Shim, managing member. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Suntrust Bank -- $2,000 503 Lakeland Plaza Drive Cumming, GA 30040 DYNEGY INC: Affiliates File for Bankruptcy Protection ----------------------------------------------------- Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Monday evening to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. The Chapter 11 filing also aims to address the burdensome lease obligations at Roseton and Danskammer facilities. Dynegy Inc. and other subsidiaries, including those that own and operate the Company's coal-fired and gas-fired businesses that were separately financed earlier this year and those that provide ancillary services have not filed for Chapter 11. All such entities continue to operate their businesses in the ordinary course without any impact from the limited Chapter 11 filings of DH and its subsidiaries that are involved with the Roseton and Danskammer facilities. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each listed $100 million to $500 million in assets and debt. Missed Payments Dynegy posted losses in the past two years after a slump in the U.S. economy drove down electricity prices. Dynegy missed a $43.8 million interest payment Nov. 1 and said it was discussing options for managing its debt load with certain bondholders. On Thursday, Dynegy terminated a distressed-debt exchange announced in September. The company had sought to swap as much as $1.25 billion of its outstanding notes for cash and new securities valued at less than face value. Dynegy extended the deadline in October after bondholders tendered $90.9 million, or just 7.3% of the amount the company sought to exchange. In August, Dynegy implemented an internal restructuring that created two units, one owning eight primarily natural gas-fired power generation facilities and another owning six coal-fired plants. Bondholders include Avenue Investments and Oaktree Capital Management, challenged the restructuring. On July 21, 2011, certain holders of obligations with potential recourse rights to DH initiated legal proceedings seeking to enjoin the restructuring. The lawsuits, Libertyview Credit Opportunities Fund, L.P. et al v. Dynegy Holdings, Inc., (Index No. 651998/11) in the Supreme Court of the State of New York and Roseton OL, LLC and Danskammer OL, LLC v. Dynegy Holdings, Inc., (C.A. No. 6689- VCP) in the Court of Chancery of the State of Delaware, seek to enjoin the proposed reorganization based on purported breaches of guarantees issued by DH in connection with two sale-lease back transactions in which DH's subsidiaries, Dynegy Roseton L.L.C. and Dynegy Danskammer, L.L.C., leased certain power-generating facilities located in Newburgh, New York. The bondholders said the move was intended to benefit the parent's equity owners. The bondholders also called the proposed debt exchange "coercive." Shortly after filing, the New York Action was stayed pending resolution of the Delaware Action. The plaintiffs in the Delaware Action filed a motion for a temporary restraining order to enjoin the Reorganization. DH opposed the motion by arguing, among other things, that the unambiguous language of the Guaranties expressly permits the reorganization. Dynegy asked a judge to dismiss the lawsuit. On July 29, 2011, the Delaware court denied the TRO in the Delaware Action, finding that plaintiffs had failed to show a likelihood of success on the merits, irreparable harm or that the balancing of the equities weighed in their favor. Thereafter, the plaintiffs sought certification of an interlocutory appeal, which was denied by the Delaware Chancery Court on Aug. 4, 2011, and subsequently denied by the Delaware Supreme Court on Aug. 5, 2011. Absent any injunction, the Company closed its restructuring and refinancing on Aug. 5, 2011. Dynegy shareholders in February rejected a $665 million buyout bid by billionaire investor Carl Icahn. Investors previously spurned a 2010 takeover offer by New York-based private-equity firm Blackstone Group LP. Dynegy urged shareholders to accept Icahn's offer, saying there were risks to continuing as an independent company. Lower power prices will "likely be long-lasting enough to significantly impair Dynegy's ability to successfully navigate its cash flow challenges and high level of indebtedness," the company said. Chapter 11 Restructuring Robert C. Flexon, President and Chief Executive Officer of both Dynegy and DH, said in a press release announcing the Chapter 11 filing, "This marks an important next step in the Company's ongoing effort to restructure its consolidated balance sheet and to position its assets in a fashion that will maximize our operational flexibility. We look forward to working with our stakeholders to complete and implement this restructuring support agreement as quickly and efficiently as possible." Under the restructuring support agreement entered into between Dynegy, DH and holders of more than $1.4 billion of DH's senior notes, all unsecured obligations of DH, including $3.4 billion of senior notes, $200 million of subordinated notes, roughly $130 million of accrued interest, and the payments associated with the Roseton and Danskammer leases, will be exchanged for: * a $400 million cash payment; * $1.0 billion of new 7-year 11% secured notes to be issued by Dynegy and secured by the equity in the Company's separate coal and gas-fueled generating businesses (or an additional cash payment of $1.0 billion, if the Company determines it can obtain the financing elsewhere on more favorable terms); and * $2.1 billion of Dynegy's new convertible PIK notes maturing on Dec. 31, 2015. Dynegy will have the right to redeem the notes at varying discounts through the end of 2013, and can make open market purchases of the notes with excess cash from operations. At maturity, the notes would mandatorily convert into 97% of the common equity of Dynegy to the extent not previously redeemed or retired. The equity in the Company's separate coal and gas-fueled generating businesses will remain direct or indirect subsidiaries of Dynegy. The holders of DH's Series B 8.316% Subordinated Capital Income Securities due 2027 would participate in the restructuring as an unsecured note holder, but their recovery would be subject to enforcement of their contractual subordination to the senior unsecured notes. Alternatively, the subordinated note holders will be offered the opportunity to elect a cash payment of $0.25 per dollar of subordinated notes. The restructuring support agreement contemplates the negotiation of definitive documents by Dec. 7, 2011, and that the transaction will be implemented pursuant to a Chapter 11 plan for DH that must become effective by Aug. 1, 2012. Interest will accrue under the new 11% secured notes and the new convertible PIK notes from the Chapter 11 petition date through the effective date. The parties may terminate the restructuring support agreement if the definitive documents are not agreed-to or if certain other milestones to consummation are not achieved. The Debtor Entities' only operations consist of those at the Roseton and Danskammer facilities, which are the subject of leases that the Debtor Entities are seeking to immediately reject pursuant to a motion filed in the Bankruptcy Court. The agreement is also conditioned on the claims against DH arising from the Roseton and Danskammer leases being fixed by the Bankruptcy Court at an amount not to exceed $300 million. The Debtor Entities are prepared to surrender the Roseton and Danskammer facilities upon entry of an order authorizing the rejection of the leases. However, applicable federal and state regulatory requirements may prevent the Debtors from doing so immediately. Therefore, the Debtor Entities intend to operate the facilities in accordance with prudent operating standards and to the extent necessary to comply with applicable federal and state regulatory requirements until the owners of the leased facilities, which are affiliates of Public Service Enterprise Group, Inc., are authorized to take operational control. The Debtor Entities have also sought customary first-day relief designed to ensure their smooth transition into Chapter 11 administration. Among other things, this relief, if granted by the Bankruptcy Court, will ensure that the Debtor Entities have sufficient cash and liquidity to fund their continuing operations and all administrative obligations incurred during the Chapter 11 process. Mike Spector, writing for The Wall Street Journal, notes Dynegy's plan to eliminate billions of dollars owed to bondholders while sparing parent company shareholders flips usual bankruptcy rules on their head. Creditors are usually paid first during bankruptcy proceedings and shareholders often are left with nothing. The Journal also says Dynegy has an about $83 million lease payment due Tuesday tied to certain plants, which it will likely avoid making by putting its holding company in bankruptcy court. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. Dynegy was advised by Lazard Freres & Co. LLC and the Debtor Entities' financial advisor is FTI Consulting. DYNEGY INC: Dynegy Holdings' Voluntary Chapter 11 Case Summary -------------------------------------------------------------- Debtor: Dynegy Holdings, LLC 1000 Louisiana Street Suite 5800 Houston, Texas Bankruptcy Case No.: 11-38111 Debtor-affiliates that filed separate Chapter 11 petitions: Debtor Case No. ------ -------- Dynegy Roseton, L.L.C. 11-38107 Dynegy Danskammer, L.L.C. 11-38108 Hudson Power, L.L.C. 11-38109 Dynegy Northeast Generation, Inc. 11-38110 Type of Business: Dynegy Inc. produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Web site: http://www.dynegy.com/ Chapter 11 Petition Date: Nov. 7, 2011 Court: U.S. Bankruptcy Court Southern District of New York Debtors' Counsel: Matthew A. Clemente, Esq. Paul S. Caruso, Esq. Brian J. Lohan, Esq. SIDLEY AUSTIN LLP One South Dearborn Street Chicago, IL 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 E-mail: mclemente@sidley.com pcaruso@sidley.com blohan@sidley.com Debtors' Special Litigation Counsel: WHITE & CASE LLP Debtors' Financial Advisor: FTI CONSULTING Debtors' Claims and Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS Dynegy Inc.'s Counsel: WHITE & CASE LLP Total Assets: $13.765 billion as of Sept. 30, 2011 Total Debts : $6.181 billion as of Sept. 30, 2011 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Catherine B. Callaway, executive vice president and general counsel. EAST COAST: Hearing on Case Dismissal Plea Scheduled for Nov. 17 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina will convene a hearing on Nov. 17, 2011, at 2:00 p.m., to consider Ciena Capital, LLC's motion to dismiss the Chapter 11 case of East Coast Development II, LLC. Bank of New Mellon Trust Company, N.A., Mellon holds a promissory note executed by the Debtor on Sept. 15, 2005, in the original principal amount of $2,200,000. The note is secured by first priority deed of trust on certain commercial real property owned by the Debtor and more commonly known as 118-122 Princess Street (rental building housing two restaurants and one office) and 125 Market Street (vacant building), Wilmington, North Carolina (commercial property). Ciena is servicing the note on behalf of Mellon. The balance due to Mellon under the note as of Aug. 1, 2011, was $2,549,815 with interest accruing at the per diem rate of $476 plus fees and costs. According to Ciena, the Debtor's Plan is not feasible because it does not identify the source of the funding for the payments to be made by the Effective Date, does not provide sufficient information for the funding and cash flow for payment of the monthly payments and the current cash flow is insufficient to make the proposed payments. Further, Ciena and Mellon were not informed of any attempt by the Debtor to lease or sale the property to mitigate any loss or diminution of value to any of the Mellon collateral. About East Coast Development II Wilmington, North Carolina-based East Coast Development II, LLC, dba 100 Block of Market Street, LLC, is in the business of renting real property located in Onslow County, New Hanover County, Guilford County, Wake County, Brunswick County, North Carolina, and Greenville County, Charleston County, and Richland County, South Carolina. East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-02792) on April 8, 2011. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel. Laurie R. Brown, CPA, serves as accountant. The Debtor disclosed $24.8 million in assets and $12.2 million in liabilities as of the Chapter 11 filing. The U.S. Trustee has not appointed a creditors committee in the Debtor's case. E-DEBIT GLOBAL: Develops Card-Not-Present Payment Process --------------------------------------------------------- E-Debit Global Corporation announces the development of E-Debit International Inc.'s "Smart Grid" secured Card-Not-Present payment process. "With our previously announced EMV SCD Code certifications (the payment and security standard for interoperation used for authenticating credit and debit card payments at chip enabled terminals developed for payment systems by Europay, MasterCard and Visa and introduced by the Interac Network) we are now moving our focus to expanding our business development to the "Card-Not- Present" wireless and Internet market place utilizing our EMV experience, stated Doug Mac Donald, E-Debit's President and CEO. "Although technically challenging, we are using our successful transition to the EMV standard to establish the E-Debit International Inc. "Smart-Grid" Card-Not Present payment process. With the number of payment cards in circulation in Canada currently at 112 million, and expansion of the Canadian card marketplace predicted to reach 124.5 million by 2016, (according to "Companiesandmarkets.com" a report and research aggregator). Our focus will be to allow fully secured and network accessible payment processing for the "Card-Not-Present" marketplace." "E-Debit has established an unparalleled "end-to-end" payment delivery and processing solution built on the foundation of its ATM and POS networks experience. Our footprint within our ATM and POS and our investments into securing state of the art technological expertise and security will allowed us to utilize our E-Debit economies of scale allowing for cost effective technical development and speed in facilitating the standardization of our payment platforms and consolidation of hardware components and human resources. "We have worked very hard at building a supporting infrastructure to underpin our payment platform development at a significant cost to the Company. I am excited about the potential that is presently in front of us not only in our historic business lines, but in the "Card-Not-Present" payment processing and prepaid, debit and credit business space originating in North America and expanding worldwide. Our expectations reflect our historic residual revenue experience with the ATM/POS replacement and anticipate similar returns on our efforts of the past several years," added Mr. Mac Donald. About E-Debit Global Corporation E-Debit Global Corporation (WSHE) is a financial holding company in Canada at the forefront of debit, credit and online computer banking. Currently, the Company has established a strong presence in the privately owned Canadian banking sector including Automated Banking Machines (ABM), Point of Sale Machines (POS), Online Computer Banking (OCB) and E-Commerce Transaction security and payment. E-Debit maintains and services a national ABM network across Canada and is a full participating member of the Canadian INTERAC Banking System. The Company reported a net loss of $1.15 million on $3.97 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.28 million on $3.64 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.91 million in total assets, $2.59 million in total liabilities, and a $681,160 total stockholders' deficit. As reported by the TCR on April 15, 2011, Cordovano and Honeck LLP, in Englewood, Colorado, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered recurring losses, has a working capital deficit at Dec. 31, 2010, and has an accumulated deficit of $4,457,079 as of Dec. 31, 2010. EASTMAN KODAK: Sells Image Sensor Solutions Biz to Platinum Equity ------------------------------------------------------------------ Eastman Kodak Company said Monday it completed the sale of its Image Sensor Solutions business to Platinum Equity in a move that will sharpen Kodak?s operational focus and strengthen its financial position. While the financial details were not disclosed, Kodak will have continuing access to the image sensor technology involved in this transaction for use in its own products. Kodak has previously communicated that it would sell assets that are not central to its transformation to a profitable, sustainable digital company. This sale is aligned with that strategy to generate cash to complete the transformation. Included in the sale is a 263,000 square foot facility in Eastman Business Park in Rochester, N.Y., that houses manufacturing and research facilities. The ISS business develops, manufactures, and markets the world?s highest performance solid state image sensor devices. Over the past 30 years, Kodak?s image sensors have delivered unrivaled image quality and innovative features for use in a broad range of demanding imaging applications. From precision manufacturing inspection to digital radiography, from earth imaging satellites to traffic monitoring, from the world?s highest performing studio photography cameras to DNA sequencing systems, customers around the world rely on high-performance products from ISS in the most mission-critical applications. Platinum Equity is a global M&A&O(R) firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers in a broad range of business markets. "Image Sensor Solutions is a business that is well-positioned in the high-performance imaging markets in which it participates,? said Pradeep Jotwani, President, Consumer Digital Imaging Group, and Senior Vice President, Eastman Kodak Company. "This sale maximizes shareholder value by obtaining a full and fair valuation for this business, and allows Kodak to increase its financial flexibility." Mr. Jotwani noted that Platinum Equity brings significant financial and operational resources to the ISS business and a comprehensive plan to ensure its continued success. "Platinum Equity is an ideal acquirer of Kodak?s ISS business because they are committed to the success of the business for the benefit of customers and employees," Mr. Jotwani said. "I?m very pleased that we have such a favorable outcome for all of our constituents." Platinum Equity focuses on acquiring businesses that can benefit from the firm?s extensive in-house capability and expertise in transition, integration and operations. "This is a great opportunity to acquire a business with an impressive record for delivering innovative solutions to customers around the world," said Brian Wall, the partner at Platinum Equity who led the team pursuing the acquisition. "The ISS business has a strong management team with the right vision for leading the company into the future. We share their commitment to product development and customer service and are committed to helping the business realize its full potential." Mr. Wall said Platinum Equity's experience managing complex transitions from corporate parent companies will benefit employees, customers and other partners. "Our operations group will work hand-in-hand with the management team to ensure a seamless transition while allowing the organization to stay focused on delivering world class imaging products and solutions," said Mr. Wall. "We are proud to have forged a unique divestiture solution in partnership with Kodak that serves the best interests of everyone involved." Kodak may be reached through Christopher Veronda -- christopher.veronda@kodak.com Platinum Equity may be reached through Daniel Whelan -- dwhelan@platinumequity.com About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion in total assets, $6.75 billion in total liabilities and a $1.65 billion total deficit. Kodak has hired Jones as legal adviser and investment bank Lazard Ltd., but denied rumors it is filing for bankruptcy. Kodak is exploring a sale of its patents. In July 2011, the Company announced that it is exploring strategic alternatives, including a potential sale, related to its digital imaging patent portfolios. * * * As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and then withdrew the 'CC' long-term Issuer Default Rating and issue ratings of Eastman Kodak Company. Fitch decided to discontinue the rating, which is uncompensated. ELEPHANT TALK: Charles Levine Joins Board of Directors ------------------------------------------------------ Elephant Talk Communications, Corp., appointed Charles E. Levine to the Company's Board of Directors. He succeeds Roderick de Greef. In a career spanning more than 30 years, Mr. Levine has held leadership positions at several companies in the telecommunications industry. As Chief Sales and Marketing Officer at Sprint PCS, he led the fastest growing business in U.S. history. Mr. Levine took the company from $0 revenue in 1996 to $13 billion in less than six years with an employee base of more than 40,000. "Charles Levine is a highly valuable addition to Elephant Talk's Board of Directors," said Steven van der Velden, CEO of the company. "As we expand our services and grow, we look forward to Mr. Levine's insights and advice based on his career, and especially, his experience as President of Sprint PCS and at other major communications brands." At AT&T, between 1986 and 1993, Mr. Levine helped turn around a money-losing consumer products business. He led the company's product management organization, with profit and loss responsibility, and later, in a similar role, initiated a turn- around in the small business products market, including key systems, small PBXs and fax. He was responsible at AT&T for the company's telecom equipment focused on small business customers, generating $2 billion in profitable revenue. Later, at AT&T, at CadForms Technology and at Octel, he successfully introduced new products and businesses. At Octel Communications Corp., he was responsible for Octel's service business, the fastest growing and most profitable segment of Octel's business. At General Electric Company, beginning in 1983, Mr. Levine served in product management and marketing, from which he was recruited to join AT&T. He also introduced and managed an innovative, whole home control system. Mr. Levine began his career as a brand assistant with Procter & Gamble in 1977. He rose through their renowned brand management system to manage their largest business, Pampers. Since his retirement as President of Sprint PCS in 2002, Mr. Levine has been an independent Corporate Director for both public and private companies. He serves as Chairman of the Board of Sierra Wireless and is a Director of Openwave and of MobiWire. Mr. Levine holds an MBA in marketing, management strategy and finance from the Kellogg School of Management ? Northwestern University. He was chosen CEO of the Year 2001 by Frost & Sullivan. Mr. Levine resides in Glen Ellen, CA. 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. ENERGAS RESOURCES: Suspending Filing of Reports with SEC -------------------------------------------------------- Energas Resources, 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 and Senior Notes. As of Oct. 28, 2011, there were only 167 holders of record of the common shares. About Energas Resources Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB: EGSR) -- http://www.energasresources.com/-- is primarily engaged in the operation, development, production, exploration and acquisition of petroleum and natural gas properties in the United States through its wholly-owned subsidiary, A.T. Gas Gathering Systems Inc. In addition, the company owns and operates natural gas gathering systems located in Oklahoma, which serve wells operated by the company for delivery to a mainline transmission system. The majority of the company's operations are maintained and occur through A.T. Gas. Smith, Carney & Co. P.C. has expressed substantial doubt against Energas Resources Inc.'s ability as a going concern after auditing the Company's results for the fiscal year ended January 31, 2010. In its Form 10-K filed with the U.S. Securities and Exchange Commission, the Company reported a net loss of $1.9 million on $165,794 of total revenue for the year ended Jan. 21, 2010, compared with a net loss of $2.4 million on $284,297 total revenue during the same period a year ago. ENERGY AND POWER: Court Approves Bid Protocol; Nov. 17 Auction Set ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California approved bidding procedures in connection with the proposed sale of substantially all assets of the estate of Energy And Power Solutions, Inc., to ISPE Services, LLC, subject to higher and better offers at an auction. Qualified Competing Bids are due by Nov. 15, 2011, at 1:30 p.m. If EPS receives one or more qualified competing bids in addition to the Purchase Agreement, EPS will conduct an auction on Nov. 17, 2011, at 10:00 a.m. in Courtroom 5C at the U.S. Bankruptcy Court, Central District of California, Santa Ana Division, located at 411 West Fourth Street, in Santa Ana, Calif. A hearing to approve the sale of the Acquired Assets to the Buyer or other Successful Bidder will be held immediately after the Auction on Nov. 17, 2011. In the event the Buyer is not the Successful Bidder, EPS will pay to the Buyer a break-up fee equal to $100,000 and an Expense Reimbursement up to $500,000. Objections, if any, to the relief requested in the Sale Motion must be received no later than 12:00 p.m. on Nov. 9, 2011. Replies to any objections to the Sale Motion must be filed on Nov. 15, 2011. A copy of the Bid Procedures Order is available for free at: http://bankrupt.com/misc/energyandpower.dkt67.pdf As reported in the TCR on Oct. 26, 2011, EPS asked the Bankruptcy Court for authorization to sell substantially all assets of EPS' estate in an auction led by ISPE Services, LLC, a Delaware limited liability company. EPS relates that it is facing liquidity constraints and does not have the financial wherewithal to continue to operate its business throughout the prolonged Chapter 11 process. EPS has determined that the value of its estate would be preserved and maximized through a going concern sale of its business and assets used therein. EPS, in conjunction with an investment banking firm, Greentech Capital Advisors, marketed its assets for sale. Based on its marketing efforts, EPS has received an offer from the buyer to purchase the acquired assets or a gross price of $4,500,000, less cure costs for contacts assumed by the buyer, which the Debtor expects to be fixed at $1,390,000. The Official Committee of Unsecured Creditors had objected to the bidding procedures, citing: (1) The break-up fee, expense reimbursement, and overbid increment requests are unwarranted and chill bidding; (2) the Asset Purchase Agreement that potential overbidders must enter into under the terms of the Motion contains provisions that are not in the best interest of the estate; (3) ISPE Services has not proven that it has the financial wherewithal to close the proposed transaction; and (4) the Debtor's assets have not been sufficiently marketed. A copy of the Committee's objection is available for free at: http://bankrupt.com/misc/energyandpower.dkt62.pdf About Energy and Power Solutions Based in Costa Mesa, California, Energy and Power Solutions Inc. aka EPS Corp. filed for Chapter 11 protection (Bankr. C.D. Calif. Case No.11-23362) on Sept. 23, 2011. Judge Erithe A. Smith presides over the case. In its schedules, EPS disclosed $7,497,854 in assets and $11,414,534 in liabilities. Marc J. Winthrop, Esq., Garrick A. Hollander, Esq., and Jeannie Kim, Esq., at Winthrop Couchot Professional Corporation, represent the Debtor as counsel. Scott E. Blakeley, Esq., and Ronald A. Clifford, Esq., at Blakeley & Blakeley LLP, in Irvine, Calif., is the proposed general insolvency counsel for the Official Committee of Unsecured Creditors. EQUINOX HOLDINGS: Moody's Affirms Corp. Family Rating at 'B3' ------------------------------------------------------------- Moody's Investors Service affirmed Equinox Holdings, Inc.'s ("Equinox") B3 corporate family and probability of default ratings. The rating action was prompted by the company's recent announcement that it acquired certain assets of The Sports Club Company ("Sports Club") for an undisclosed amount. As part of this action, Moody's changed the rating on the $425 million senior secured notes due 2016 to B1 from B2. The ratings outlook remains stable. Ratings affirmed: Corporate family rating at B3; Probability of default rating at B3. Rating changed: $425 million of senior secured notes due 2016 to B1 (LGD3, 32%) from B2 (LGD3, 35%). RATING RATIONALE As part of the transaction, Equinox's parent company ("Related Equinox Holdings II, LLC) issued $75 million payment-in-kind notes due 2017 with terms similar to its existing notes (both are unrated). Combined with an incremental common equity contribution from the sponsor and its affiliates, proceeds were used to fund the Sports Club acquisition and for general corporate purposes. The rating considers that the acquisition increases Equinox's leverage with pro forma debt to EBITDA climbing to approximately 7.3 times from 6.7 times through the twelve months ended June 30, 2011(based on Moody's standard analytical adjustments; adjusting for the acquisition financing and the pro forma EBITDA contribution from Sports Club with no assumed synergies). The increase in leverage is credit negative, but is mitigated by Moody's expectation that Equinox will sustain favorable operating trends, despite the soft macro environment, such that debt to EBITDA will decline below 7.0 times over the next twelve months. The rating also incorporates Moody's view that Equinox will maintain a good liquidity profile over the next twelve months due to a large pro forma cash balance, available revolving credit facility capacity, and good cushion under covenants, factors that offset expectations for negative free cash flow as the company pursues its growth strategy. The B3 corporate family rating is principally constrained by high pro forma leverage (adjusted for the new holding company notes), increased debt levels as a result of recent acquisitions, weak interest coverage, and negative free cash flow due to significant discretionary capital spending. The rating also reflects high geographic concentration with over 50% of fitness clubs located in the New York market. However, the rating is supported by the company's good operating performance in recent periods, favorable long-term growth fundamentals for the fitness industry, upside from the maturation of clubs, and Moody's expectation that revenue and profitability will continue to improve despite soft economic conditions. The change of the $425 million senior secured notes rating due 2016 to B1 from B2 reflects additional cushion in the form of the new $75 million payment-in-kind notes due 2017, which are contractually and structurally subordinated to the rated notes (as per Moody's Loss Given Default Methodology). The stable rating outlook reflects Moody's expectations that Equinox will demonstrate solid comparable club sales that translate into earnings growth, and that it will not encounter any unforeseen challenges as it integrates Sports Club. The ratings could be upgraded if Equinox is able to sustain positive comparable-club revenues, continue to execute on its expansion strategy, and improve profitability such that debt to EBITDA is sustained below 6.0 times and EBITDA less maintenance capex to interest is at least 1.0 times. Equinox's ratings could be pressured if its revenue and earnings growth are weaker than expected such that financial leverage is sustained above 7.0 times and EBITDA less maintenance capex to interest is below 1.0 times. A material weakening of the company's liquidity profile could also pressure the ratings. Additional information can be found in the Equinox Credit Opinion published on Moodys.com. The principal methodology used in rating Equinox Holdings, Inc. was the Global Business & Consumer Services Industry Methodology 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. Headquartered in New York, Equinox Holdings, Inc. is an operator of high-end full-service fitness clubs that offer an integrated selection of Equinox-branded programs, services and products. Revenues were $400 million for the twelve month period ended June 30, 2011. FILENE'S BASEMENT: Wins Approval to Use Lenders' Cash Collateral ---------------------------------------------------------------- Carla Main at Bloomberg News reports that discount retailers Syms Corp. and its Filene's Basement LLC unit won bankruptcy court approval to use cash representing lenders' collateral to help fund operations as they prepare to liquidate their assets. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Syms Corp., and its Filene's Basement affiliate, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) on Nov. 2, 2011, in Wilmington, to wind down operations. Syms will sell inventory and real estate and shut down. It is the third time Filene's, the century-old clothing chain, has sought protection from creditors. The liquidation of stores is expected to run through January 2012. The Debtors are seeking court approval to retain an agent to handle the liquidation of merchandise and for authorization to conduct going out of business sales. They are also seeking court approval for Cushman & Wakefield to assist in the sale of company- owned real estate, Rothschild to serve as financial advisor, Skadden, Arps, Slate, Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as restructuring advisors, with A&M Managing Director Jeff Feinberg to serve as President and Chief Operating Officer. FILENE'S BASEMENT: Shareholders Worry Debts Could Dent Recovery --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that Syms Corp. and its Filene's Basement LLC subsidiary filed for bankruptcy protection together, but shareholders are pushing for separate treatment for the two discount retailers and their piles of financial troubles. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Syms Corp., and its Filene's Basement affiliate, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) on Nov. 2, 2011, in Wilmington, to wind down operations. Syms will sell inventory and real estate and shut down. It is the third time Filene's, the century-old clothing chain, has sought protection from creditors. The liquidation of stores is expected to run through January 2012. The Debtors are seeking court approval to retain an agent to handle the liquidation of merchandise and for authorization to conduct going out of business sales. They are also seeking court approval for Cushman & Wakefield to assist in the sale of company- owned real estate, Rothschild to serve as financial advisor, Skadden, Arps, Slate, Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as restructuring advisors, with A&M Managing Director Jeff Feinberg to serve as President and Chief Operating Officer. FILENE'S BASEMENT: Meeting to Form Creditors Committee Today ------------------------------------------------------------ Roberta DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Nov. 8, 2011, at 11:30 a.m. in the bankruptcy cases of Filene?s Basement LLC, SYMS Corp., SYMS Clothing Inc., and SYMS Advertising. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Syms Corp., and its Filene's Basement affiliate, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) on Nov. 2, 2011, in Wilmington, to wind down operations. Syms will sell inventory and real estate and shut down. It is the third time Filene's, the century-old clothing chain, has sought protection from creditors. The liquidation of stores is expected to run through January 2012. The Debtors are seeking court approval to retain an agent to handle the liquidation of merchandise and for authorization to conduct going out of business sales. They are also seeking court approval for Cushman & Wakefield to assist in the sale of company- owned real estate, Rothschild to serve as financial advisor, Skadden, Arps, Slate, Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as restructuring advisors, with A&M Managing Director Jeff Feinberg to serve as President and Chief Operating Officer. FNB UNITED: Completes Effectiveness of Reverse Stock Split ---------------------------------------------------------- FNB United Corp. completed the effectiveness of a one-for-one hundred reverse stock split of its common stock. The reverse stock split was adopted by the Company's board of directors and approved by the Company's shareholders at the 2011 Annual Meeting of Shareholders held on Oct. 19, 2011. A purpose of reverse stock split is to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. As a result of the reverse stock split, every 100 shares of the Company's common stock issued and outstanding prior to the opening of trading on Nov. 1, 2011, will be consolidated into one issued and outstanding share. No fractional shares will be issued as a result of the reverse stock split. Instead, any fractional share resulting from the reverse stock split will be rounded up to the next largest whole share. Trading of the Company's common stock on The Nasdaq Capital Market will continue, on a split-adjusted basis, with the opening of the markets on Tuesday, Nov. 1, 2011, under new CUSIP number 302519 202. Shares of the Company's common stock will trade under the symbol "FNBND" for a period of 20 trading days, to designate that it is trading on a post-reverse split basis. The common shares will resume trading under the symbol "FNBN" after that 20-day period. Immediately subsequent to the reverse stock split, there will be approximately 21,096,390 of the Company's common shares issued and outstanding. The Company has retained its transfer agent, Registrar & Transfer Company (R&T), to act as its exchange agent for the reverse split. R&T will provide shareholders of record as of the effective date a letter of transmittal providing instructions for the exchange of their certificates. Shareholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers' particular processes, and will not be required to take any action in connection with the reverse stock split. Shareholders should not destroy any stock certificates and should not submit any certificates for exchange until requested to do so in accordance with the materials to be distributed by R&T. Former Bank of Granite Corporation stockholders that have the right to receive shares of the Company's common stock as merger consideration in connection with the Company's acquisition of Bank of Granite on Oct. 21, 2011, will receive their shares on a split-adjusted basis. 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. FREEZE LLC: U.S. Trustee Unable to Form Committee ------------------------------------------------- The United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Freeze, LLC dba Sun Freeze, LLC because the Debtors' petitions/schedules reflect less than three unsecured creditors, (excluding insiders and governmental agencies). The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. About Freeze LLC Freeze, LLC dba Sun Freeze, LLC nad its affilaites -- Freeze Holdings, LP, Freeze Group Holding Corp., Freeze Operations Holding Corp. -- filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13304 to 11-13306) on Oct. 14, 2011, in Delaware, Laura Davis Jones, Esq. at Pachulski Stang Ziehl & Jones LLP in Wilmington, Delaware serves as counsel to the Debtors. Freeze, LLCC posted assets of $100,000,000 and liabilities of $50,000,000. The petitions were signed by Steven C. Sanchioni, authorized officer. GARDENS OF GRAPEVINE: Employs Deloitte Financial as Expert ---------------------------------------------------------- The Gardens of Grapevine Development, L.P., asks the U.S. Bankruptcy Court for the Northern District of Texas permission to employ Deloitte Financial Advisory Services LLP as expert. Upon retention, the firm will, among other things: -- gain an overall understanding of the Client's assets, business plan, and proposed Joint Plan of Reorganization; -- gain an understanding of the current debt markets, underwriting parameters and loan terms for loans to urban, mixed-use development projects; and -- develop and expert opinion of the Expert Witness as to the appropriate "cram down" rate of interest applicable for holders of secured claims in the Client's bankruptcy case based upon the standards in applicable case law. Louis E. Robichaux, IV, a Principal at Deloitte Financial, attests that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. The firm's hourly rates are: Personnel Rates --------- ----- Partners/Principals/Directors $495-$595 Senior Managers $465 Managers $365 Senior Associates/Associates $260 Paraprofessionals $125 About Gardens of Grapevine The Gardens of Grapevine Development, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth, Texas, on June 6, 2011. Frank Jennings Wright, Esq., at Wright Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the Debtor. The Debtor listed $57,276,000 in assets, and $37,954,633 in liabilities. Parkway Realtors, Inc., is the company's real estate broker. Wright Ginsberg Brusilow P.C. acts as the company's counsel. The Gardens of Grapevine Development, L.P., and The Gardens of Grapevine Development GP, LLC, filed a Chapter 11 plan of reorganization. The company plans to pay unsecured creditors in 5 years. GATEWAY HOTEL: Disclosure Statement Hearing Set for Nov. 17 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona will convene a hearing on Nov. 17, 2011, at 9:00 a.m. to consider adequacy of the Disclosure Statement explaining Gateway Hotel, LLC's Chapter 11 Plan. According to the minutes of hearing held on Sept. 22, 2011: -- at the hearing, the Court will also consider the motion to assume Hilton Garden Inn franchise license agreement; and -- preliminary hearing on motion for relief from stay filed by 2010-1 SFG Venture LLC. As reported in the Troubled Company Reporter on June 14, 2011, under the plan, the Debtor seeks to pay all claims in full, either on the effective date or over time. In connection with successfully accomplishing the foregoing, the Debtor proposes to restructure the terms of its subsidiaries owed to lender, the largest single creditor of the estate, so that the Debtor is afforded the necessary breathing room to pay lender's claim in full, with interest, over time. The Debtor will make plan distributions from revenues generated by the Debtor's business operations or such other sources as the Debtor deems appropriate in its reasonable business judgment. A full-text copy of the disclosure statement is available for free at http://bankrupt.com/misc/GATEWAY_DS.pdf A full-text copy of the Chapter 11 plan is available for free at http://bankrupt.com/misc/GATEWAY_Plan.pdf About Gateway Hotel Phoenix, Arizona-based Gateway Hotel, LLC -- aka Hilton Garden Inn and Hilton Garden Inn Phoenix Airport North -- is primarily engaged in the hotel and restaurant business. It filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11- 08302) on March 29, 2011. Robert J. Miller, Esq., Bryce A. Suzuki, Esq., Kyle S. Hirsch, Esq., at Bryan Cave LLP, serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Windsor Commercial Construction, LLC, filed a separate Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No. 09-25724). GATEWAY HOTEL: SFG Opposes Plan Exclusivity Extension ----------------------------------------------------- 2010-1 SFG Venture LLC, as successor in interest to Specialty Finance Group LLC and senior secured lender, asks the U.S. Bankruptcy Court for the District of Arizona to deny Gateway Hotel LLC's request to extend its exclusive period to propose a Chapter 11 plan. According to SFG, the Debtor elected to wait until Sept. 20, 2011 ?- six days before the deadline to file the exclusivity extension motion. SFG adds that the Debtor attempted to censure SFG for the Debtor's delay in filing the exclusivity extension motion complaining that SFG's disclosure of its appraisal in connection with SFG's motion for relief from stay was "untimely" and "creat[ed] a material issue of fact less than 30 days before the hearing [on confirmation of the Plan]" because it did not file its appraisal until Aug. 24, 2011. As reported in the Troubled Company Reporter on Sept. 29, 2011, Gateway Hotel and SFG Venture disagree over the value of the assets securing SFG Venture's $25.8 million claim. The assets include a 192-room hotel in Phoenix, Arizona, and the revenue generated from hotel operations. SFG Venture complained that it is undersecured, arguing that the assets are just worth $17.5 million. Gateway Hotel, however, believed that the value of the assets is equal to or exceeds the amount of SFG Venture's allowed claim under its proposed Chapter 11 plan of reorganization. SFG Venture is classified under the proposed restructuring plan as the sole Class 3 claimant whose claim is fully secured by the assets. SFG notes the Debtor's case is not complex. It is a two-party dispute between the Debtor and SFG over the fate of the Debtor's hotel. SFG is represented by: David D. Cleary, Esq. Peter W. Sorensen, Esq. GREENBERG TRAURIG, LLP 2375 East Camelback Road, Suite 700 Phoenix, AZ 85016 Tel: (602) 445-8000 Fax: (602) 445-8100 E-mail: clearyd@gtlaw.com sorensenp@gtlaw.com - and - Adam M. Starr, Esq. Kevin P. Garland, Esq. 2450 Colorado Avenue, Suite 400 East Santa Monica, CA 90404 Tel: (310) 586-7700 Fax: (310) 586-7800 E-mail: starra@gtlaw.com garlandk@gtlaw.com About Gateway Hotel Phoenix, Arizona-based Gateway Hotel, LLC -- aka Hilton Garden Inn and Hilton Garden Inn Phoenix Airport North -- is primarily engaged in the hotel and restaurant business. It filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11- 08302) on March 29, 2011. Robert J. Miller, Esq., Bryce A. Suzuki, Esq., Kyle S. Hirsch, Esq., at Bryan Cave LLP, serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Windsor Commercial Construction, LLC, filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 09-25724) on Oct. 13, 2009 . GRACE FELLOWSHIP: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: Grace Fellowship Baptist Church of Houston, Inc. P.O. Box 740653 Houston, TX 77274 Bankruptcy Case No.: 11-39429 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Thomas Baker Greene, III, Esq. LAW OFFICE OF THOMAS B. GREENE III 2311 Steel Street Houston, TX 77098 Tel: (713) 882-2312 E-mail: tbgreeneiii@msn.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliate that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Grace Fellowship Christian Center, Inc. 11-39430 Grace Fellowship Baptist Church of Houston's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Foundation Capital Resources -- $10,561 P.O. Box 1867 Springfield, MO 65801 GREEN ENDEAVORS: Richard Clegg Resigns as PFO and Director ---------------------------------------------------------- Green Endeavors, Inc., on Oct. 27, 2011, received the resignation of Richard Clegg as the Principal Financial Officer and as a director of the Company. Mr. Clegg's resignation did not result from any disagreement or concern regarding accounting or financial matters. He has agreed to continue to provide accounting services to the Company going forward and through a transitory period. He has resigned in order to accept a position with another employer. About Green Endeavors Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair care salons that feature Aveda(TM) products for retail sale. As reported by the TCR on April 1, 2011, Madsen & Associates CPA', Inc., in Salt Lake City, Utah, expressed substantial doubt about the Company's ability to continue as a going concern. The accountants noted that the Company will need additional working capital for its planned activity and to service its debt. The Company's balance sheet at June 30, 2011, showed $1.04 million in total assets, $4.40 million in total liabilities, and a $3.35 million total stockholders' deficit. HAWKER BEECHCRAFT: Reports $518.8 Million Sales in 3rd Quarter -------------------------------------------------------------- Hawker Beechcraft Acquisition Company, LLC, reported a decrease in revenues during the third quarter of 2011 as compared to the same period of 2010. However, the Company realized an improvement to gross margin, operating loss, and net loss for the third quarter of 2011 as compared to the same period of 2010. "We continue to improve our operating cost structure primarily by the investments we are making to drive costs out of the business," said Bill Boisture, Hawker Beechcraft Chairman and CEO. "However, we continue to feel the effects of the depressed light-jet market, which is evidenced by fewer deliveries in our Business and General Aviation (B&GA) segment this quarter." The Company reported net sales for the three months ended Sept. 30, 2011, of $518.8 million, a decrease of $75.9 million as compared to net sales of $594.7 million in the same period of 2010. During the three months ended Sept. 30, 2011, the Company recorded an operating loss of $42.2 million, an improvement of $39.2 million as compared to an operating loss of $81.4 million during the same period of 2010. On Sept. 30, 2011, available liquidity was $336.0 million as compared to $382.4 million on June 30, 2011. The decrease was due to a variety of factors, including temporary supply disruptions in addition to seasonal inventory increases in preparation for deliveries during the fourth quarter of 2011. During the third quarter, the Company drew a total of $75.0 million on its revolving credit facility in order to keep a prudent amount of cash on hand as it worked through supply issues and accumulated inventory. The Company paid back $25.0 million in the quarter, leaving $50.0 million outstanding at quarter-end. The Company may make additional draws on the revolver, which currently has approximately $189.3 million of availability, in order to maintain an appropriate supply of cash for day-to-day operations. A full-text copy of the press release is available for free at: http://is.gd/D6kCAh 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 in total 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. 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. * * * As reported by the TCR on Sep. 16, 2011, Moody's Investors Service has lowered all the credit ratings, including the corporate family rating to Caa3 from Caa2, of Hawker Beechcraft Acquisition Company LLC. The rating outlook is negative. The downgrades reflect Hawker Beechcraft's mounting retained deficit and Moody's view that the soft economy dims chances for profitability anytime soon. Although limited near-term debt maturities exist, with the prospect of further losses Moody's views the capital structure to be unsustainable. Pronounced risk that some form of restructuring of the company's debt obligations may occur underscores the negative rating outlook. Softness in most developed economies should constrain demand for the smaller and mid-sized cabin aircraft that comprise the company's Business and General Aviation product portfolio. While management has aggressively lowered overhead and cut production costs, the revenue outlook seems weak. As of June 30, 2011, the debt to book capital ratio was 114% and the trailing 12-month EBITDA to interest ratio was 0.2x (Moody's adjusted basis). HCA HOLDINGS: Reports $146 Million Net Income in Third Quarter -------------------------------------------------------------- HCA Holdings, Inc., reported net income of $146 million on $7.31 billion of revenue for the quarter ended Sept. 30, 2011, compared with net income of $325 million on $6.92 million of revenue for the same period a year ago. The Company also reported net income of $800 million on $22 billion of revenue for the nine months ended Sept. 30, 2011, compared with net income of $1.17 billion on $20.87 billion of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $23.75 billion in total assets, $32.81 billion in total liabilities, and a $9.06 billion total deficit. HCA Chairman and Chief Executive Officer, Richard M. Bracken, said, "We are pleased to report 3rd quarter results, which were achieved with strong volumes and effective cost management, despite a challenging economic environment and pressure on payment rates. In addition, we successfully completed several refinancing transactions and repurchased nearly 16 percent of the Company's outstanding shares." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/19KhaN About HCA Inc. Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company with 162 hospitals and 104 freestanding surgery centers (including eight hospitals and eight freestanding surgery centers that are accounted for using the equity method) as of Sept. 30, 2010. For the 12 months ended Sept. 30, 2010, the company recognized revenue in excess of $30 billion. The Company's balance sheet at June 30, 2011, showed $23.87 billion in total assets, $31.41 billion in total liabilities, and a $7.53 billion stockholders' deficit. * * * In May 2011, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of HCA Inc. (HCA) to B1 from B2. "The upgrade of HCA's rating reflects the considerable progress the company has made in improving financial metrics and managing the company's maturity profile since the November 2006 LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the funding of distributions to shareholders at the end of 2010 increased debt levels, the growth in EBITDA and debt repayment since the LBO have improved leverage metrics considerably from the high levels seen just after the company went private," continued Diaz. As reported by the Troubled Company Reporter on March 14, 2011, Moody's Investors Service commented that the completion of the IPO by HCA Holdings, Inc., has no immediate impact on the company's B2 Corporate Family Rating. The outlook for the ratings remains positive. While Moody's believes that the completion of the IPO is a credit positive since proceeds are expected to be used to repay outstanding debt, the estimated $2.6 billion of proceeds to the company won't meaningfully reduce HCA's $28.2 billion debt load. In the March 16, 2011, edition of the TCR, Fitch Ratings has upgraded its ratings for HCA Inc. and HCA Holdings Inc., including the companies' Issuer Default Ratings which were upgraded to 'B+' from 'B'. The Rating Outlook is revised to Stable from Positive. The ratings apply to approximately $28.2 billion in debt outstanding at Dec. 31, 2010. Fitch noted that HCA has made significant progress in reducing debt leverage since it was taken private in 2006 in a LBO which added $17 billion to the company's debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to- EBITDA was 6.7x. Most of the reduction in debt leverage over the past four years was accomplished through growth in EBITDA, which Fitch calculates has expanded by $1.7 billion or 40% to $5.9 billion for 2010 versus $4.2 billion in 2006. Although the company did not undertake a significant organizational restructuring post the LBO, management has nevertheless been successful in growing EBITDA and significantly expanding discretionary free cash flow (FCF). Fitch believes this was accomplished through various operational initiatives, including expansion of profitable service lines and the divestiture of some under performing hospitals, as well as the generally resilient operating trend of the for-profit hospital industry during the recent economic recession despite the pressure of increased levels of uncompensated care and generally weak organic patient volume trends. HMC/CAH CONSOLIDATED: Official Says Bankruptcy Won't Affect I-70 ---------------------------------------------------------------- Sarah Reed, staff writer at the Marshall Democrats-News, reports that officials at I-70 Community Hospital said services would not change for its patients. HMC/CAH Consolidated Inc. is the parent company of I-70 Community. "The hospital will continue to operate as usual with no loss or diminishment in services," the report quotes James Noble, director of lab, marketing, technology and telemedicine, as saying. According to the report, Dennis Davis, the company's Chief Legal Officer, says the Saline County medical center is one of 12 hospitals owned by HMC/CAH, which plans to financially reorganize and be out of bankruptcy in the next nine to 12 months. About HMC/CAH Consolidated Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the business of acquiring and operating a system of acute care hospitals located in rural communities that are certified by The Centers for Medicare and Medicaid Services as Critical Access Hospitals or CAHs. The core focus of HMC/CAH's business plan is to replace the technologically out of date and operationally inefficient medical facilities of its CAHs with newly constructed state-of-the art facilities. Since its incorporation, HMC/CAH has purchased 12 rural hospitals certified as Critical Access Hospitals. These CAH Hospitals are located in Kansas (3), Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2). The CAH Hospitals are the lifeline of the communities that they serve. The CAH Hospitals provide critical health services to rural residents, including emergency medical services. HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr. W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011. Judge Dennis R. Dow presides over the case. Mark T. Benedict, Esq., at Husch Blackwell Sanders LLP, represents the Debtors as counsel. In its petition, the Debtors estimated $10 million to $50 million in assets and debts. The petition was signed by Dennis Davis, chief legal officer. Nancy J. Gargula, the United States Trustee for Region 13, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors. HOMELAND SECURITY: Amends Forbearance Agreement with YA Global -------------------------------------------------------------- Homeland Security Capital Corporation, on Oct. 26, 2011, entered into an Amended and Restated Forbearance Agreement by and among YA Global Investments, L.P., as lender, Fiducia Holdings LLC, and NTG Management Corp., formerly known as 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. The forbearance period ends on the earlier of (i) April 30, 2012, and (ii) the occurrence of a "Termination Event," defined in the Agreement as: (a) the failure of the Company or any Guarantor to perform or comply with any term or condition of the Agreement; (b) the determination by the Lender that any warranty or representation made by the Company or any Guarantor in connection with the Agreement was false or misleading; (c) the occurrence of a materially adverse change in or to the collateral granted to the Lender under the Financing Documents or pursuant to the Forbearance Agreement, as determined by the Lender in its sole and exclusive discretion; and (d) the occurrence of any default and Event of Default under the Financing Documents. As a condition to the entry to the Agreement, the Company has undertaken to cause its subsidiaries, Polimatrix, Inc., and CSS Management Corp. to guarantee the Company's obligations to the Lender and grant a security interest in their assets. A full-text copy of the Amended Forbearance Agreement is available for free at http://is.gd/gDvf80 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. The Company reported 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. 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. IBIO INC: Gets Below Certain Continued Listing Standards Notice --------------------------------------------------------------- iBio, Inc. received notice from NYSE Amex Staff that the Company currently is below certain of the Exchange's continued listing standards. The Exchange Staff indicated that its review of the Company's Form 10-K for the year ended June 30, 2011, indicates that the Company is not in compliance with Section 1003(a)(iv) which applies if a listed company has sustained losses that are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the company will be able to continue operations and/or meet its obligations as they mature. The Company is afforded the opportunity to submit a plan of compliance to the Exchange by Nov. 28, 2011, that demonstrates the Company's ability to regain compliance with Section 1003(a)(iv) of the Company Guide by Jan. 25, 2012. If the Company does not submit a plan of compliance, or if the plan is not accepted by the Exchange, the Company will be subject to delisting procedures as set forth in Section 1010 and Part 12 of the Company Guide. The Company believes it can provide the Exchange with a satisfactory plan by Nov. 28, 2011, to show that it will be able to return to compliance with Section 1003(a)(iv) of the Company Guide by Jan. 25, 2012. About iBio, Inc. iBio -- http://www.ibioinc.com/-- develops and offers product applications of its iBioLaunch(TM) platform, providing collaborators full support for turn-key implementation of its technology for both proprietary and biosimilar products. The iBioLaunch platform is a proprietary, transformative technology for development and production of biologics using transient gene expression in unmodified green plants. INTERNATIONAL FUEL: Five Directors Elected at Annual Meeting ------------------------------------------------------------ International Fuel Technology, Inc., held its annual meeting of stockholders on Oct. 28, 2011. At this meeting, the following directors were elected to the Company's Board of Directors: Jonathan R. Burst, Rex Carr, Fer Eren, M.D., Gary Kirk and David B. Norris. All directors will serve until the Company's next annual meeting and until their successors will have been duly qualified and elected. The ratification of the appointment of the Company's independent registered public accounting firm, BDO USA, LLP, for the fiscal year ending Dec. 31, 2011, was approved. Stockholders approved of an amendment to the Company's amended articles of incorporation to increase the number of shares of capital stock authorized for issuance from 150,000,000 shares to 250,000,000 shares. About International Fuel St. Louis, Mo.-based International Fuel Technology, Inc., is a technology company that has developed a range of liquid fuel additive formulations that enhance the performance of petroleum- based fuels and renewable liquid fuels. The Company's balance sheet at June 30, 2011, showed $2.38 million in total assets, $4.15 million in total liabilities, and a $1.77 million total stockholders' deficit. As reported in the TCR on April 6, 2011, BDO USA, LLP, in Chicago, expressed substantial doubt about International Fuel'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 from operations, has a working capital deficit at Dec. 31, 2010, and has cash obligations and outflows from operating activities. ITC LAS VEGAS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: ITC Las Vegas, LLC 5975 Topaz Street Las Vegas, NV 89120 Bankruptcy Case No.: 11-27150 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Ryan D. Stibor, Esq. STIBOR GROUP, LLC 900 S. 4th Street, #219 LAS VEGAS, NV 89101 Tel: (702) 449-5851 E-mail: ryan@cherrylv.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by James J. Ahearn, operating manager. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Clark County Treasurer Property Taxes $168,548 500 S. Grand Central Parkway P.O. Box 551220 Las Vegas, NV 89155-1220 Spalla Family Trust 5975 Topaz Street $100,000 5625 Junior Court Las Vegas, NV 89120 NV Energy Power Bills $54,608 P.O. Box 30086 Reno, NV 89520-3086 Law Office of Timothy P. Thomas, Legal Fees $23,285 LLC Wells Fargo Bank Credit Card $20,689 Timothy S. Cory & Associates Attorney Fees $19,000 William A. Leonard Trustee Fees $10,000 American Express Credit Card $8,007 The Honig Company Public Relations $5,000 Clark County Water Reclamation Sewer Service $2,921 District Betro and Company PC Accounting Work $1,912 Thyssen Group Elevator Service $1,726 Colorado Casualty Insurance Premiums $1,709 Republic Services Trash Service $1,087 State of Nevada State Unemployment $802 Dept. of Employment, Training & Taxes $776 Rehab Employment Security Division Cox Communication Telephone and Internet $493 Fire Pro Fire Extinguisher $272 Service Next Gen Fire Alarm Monitoring $382 Lewco Electric Electrical Maintenance $300 LEASE FINANCE: Fitch Affirms 'BB' Issuer Default Rating ------------------------------------------------------- Fitch Ratings has affirmed International Lease Finance Corp.'s (ILFC) Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is Stable. Approximately $22 billion of debt is affected by the rating actions. The ILFC reported a $1.3 billion quarterly loss, which was mainly driven by a $1.5 billion impairment charge on its legacy aircraft fleet. The impairment represents the largest such quarterly charge the company has taken in its history, representing approximately 4% of book value. The impairment has resulted in a $1.3 billion pre-tax loss for third quarter 2011 and will cause another annual loss for FY 2011. The affirmation and Stable Outlook reflects Fitch's view that the company remains committed to its long-term strategy of reducing the overall age of its fleet and creating a strong stand-alone funding and liquidity profile. The non-cash impairment charge has no impact on liquidity and results in a modest increase in leverage. ILFC's ratings continue to be constrained at the current level by inconsistent operating results and a lack of clarity regarding ownership. While the large quarterly loss does not impact the IDR rating at its current 'BB' level, it does further delay any potential upward momentum. Given the size and diversity of ILFC's fleet, a certain amount of impairments is normal each year. However, changes in the aircraft market and ILFC's strategy have resulted in outsized charges over the past two years. Fitch believes that ILFC has now reassessed the book values for a majority of its legacy aircraft and does not anticipate any additional large impairment charges in the coming quarters. The third-quarter impairment charge is primarily related to older out-of-production aircraft, which have experienced significant pressure in resale values. This has resulted from higher fuel prices, newer technologies and a shrinking operator base for mid- generation aircraft, which are less fuel efficient than newer models. ILFC's recent acquisition of AeroTurbine has made it more cost effective for the company to part out its older aircraft earlier in their lifecycle. This shortens the holding period from the typical 25 years and results in a reduction of book value. While the immediate impact on book values is clearly negative, having this additional capability should allow ILFC to maximize the value of its legacy assets in the long run. Negative rating momentum could result from inability to access capital markets to fund debt maturities or purchase commitments, deterioration in operating cash flow or a meaningful increase in leverage. Potential positive drivers are consistent profitability, clarity regarding ownership structure, demonstrated funding flexibility and commitment to reduced leverage levels. ILFC is a market leader in the leasing and remarketing of commercial jet aircraft to airlines around the world. As of June 30, 2011, ILFC owned an aircraft portfolio with a net book value of approximately $38 billion, consisting of 933 jet aircraft. Fitch has affirmed the following ratings with a Stable Outlook: International Lease Finance Corp. -- Long-term IDR at 'BB'; -- $3.9 billion senior secured notes at 'BBB-'; -- $750 million senior secured term loan at 'BBB-'; -- Senior unsecured debt at 'BB'; -- $1 billion senior unsecured notes due in 2016 at 'BB'; -- $1.25 billion senior unsecured notes due in 2019 at 'BB'; -- Preferred stock at 'B'. Delos Aircraft Inc. -- Senior secured debt at 'BB'. ILFC E-Capital Trust I -- Preferred stock at 'B'. ILFC E-Capital Trust II -- Preferred stock at 'B'. LEVEL 3 FINANCING: Moody's Rates New Bank Facility at 'Ba3' ----------------------------------------------------------- Moody's Investors Service (Moody's) rated Level 3 Financing, Inc.'s (Financing) new $550 million senior secured term loan Ba3. Financing is a wholly-owned subsidiary of Level 3 Communications, Inc. (Level 3). Level 3's B3 corporate family rating (CFR), and B3 probability of default rating (PDR) were affirmed. The company has an SGL-1 speculative grade liquidity rating (indicating very good liquidity), and a stable ratings outlook. The transaction is positive as it extends Level 3's consolidated weighted average term to maturity. However, as the proceeds (together with cash on hand) will be used to redeem all of Level 3 Communications $294 million 3.5% Convertible Sr. Unsecured Notes due 2012 and to refinance an existing senior secured term loan, the transaction leaves Level 3's overall debt balance unchanged and is, therefore, credit neutral. The transaction has negative ratings implications for senior secured and senior unsecured debt holders as the amount of loss absorption capacity provided by junior-ranking debt has been decreased to the edge of an inflection point. Senior secured debt is set to comprise approximately 29% of Level 3's waterfall of liabilities while senior unsecured debt will represent 47% and junior-ranking debt will be only 17%. The asymmetry of debt book-ending the core senior unsecured tranche stresses senior unsecured instrument ratings at the B3 CFR. Further erosion of loss absorption capacity will likely result in ratings downgrades for the B3-rated senior unsecured tranche. This summarizes the rating actions and Level 3's ratings: Level 3 Financing -- Senior Secured Bank Credit Facility, assigned Ba3 (LGD2, 11%) -- Senior Secured Bank Credit Facility, unchanged at Ba3 with the LGD assessment revised to (LGD2, 11%) from (LGD1, 9%) -- Senior Unsecured Regular Bond/Debenture (including debts issued by Level 3 Escrow, Inc. that have been assumed by Level 3 Financing, Inc.), unchanged at B3 (LGD4, 58%) Issuer: Level 3 Communications, Inc. -- Corporate Family Rating, unchanged at B3 -- Probability of Default Rating, unchanged at B3 Outlook unchanged at Stable -- Senior Unsecured Bond/Debenture, unchanged at Caa2 with the LGD assessment revised to (LGD6, 92%) from Caa2 (LGD6, 91%) RATINGS RATIONALE Level 3 has a reasonable business proposition but margins are relatively poor because of over-supply and with the interest carry on the company's sizeable debt burden, there has been little capacity to amortize debt. The company's B3 CFR/PDR are based on expectations that net synergies from the just-closed acquisition of Global Crossing Ltd. (GCL) will change this dynamic and allow Level 3 to become modestly cash flow positive on a sustained basis within two years, and that there is sufficient liquidity at closing to fund both investments in synergy-related initiatives and near term debt maturities. The rating also presumes that the company's improving credit profile will facilitate repayment and/or roll-over of 2013 and 2014 debt maturities. Rating Outlook The stable ratings outlook is premised on net synergies from the just-closed acquisition of GCL allowing Level 3 to become modestly cash flow positive on a sustained basis within two years. What Could Change the Rating - Up As the existing B3 CFR/PDR anticipates the benefit of future performance, it is unlikely that the rating would be upgraded over the near term. Once execution risks are substantially addressed and presuming solid industry conditions and solid liquidity arrangements, in the event that Debt/EBITDA declines towards 5.0x and (RCF-CapEx)/Debt advances beyond 5%, positive ratings actions may be warranted. What Could Change the Rating - Down Whether the result of execution mis-steps or adverse industry conditions, should it appear that the company is not cash flow self-sufficient, or in the event of adverse liquidity developments or significant debt-financed acquisition activity, negative ratings activity may be considered. The principal methodology used in rating Level 3 Communications was the Global Communications Infrastructure Rating Methodology, published June 2011. Corporate Profile Headquartered in Broomfield, Colorado, Level 3 Communications, Inc. (Level 3) is a publicly traded international communications company with one of the world's largest communications and Internet backbones. LINDER'S FURNITURE: Files for ABC Assignment -------------------------------------------- Linder's Furniture has entered into an assignment for the benefit of creditors (ABC), an alternative to bankruptcy. Linder's Furniture President Eric Foucrier stated, "We will make a formal statement within the next two weeks regarding the company's future plans." Founded in 1980 by Phil Linder, Linder's Furniture is a premier furniture and design showcase in Southern California. With 10 conveniently located showrooms, Linder's consistently offers the best selection of high-quality home furnishings, mattresses and home theater products at the guaranteed lowest prices. LOCATEPLUS HOLDINGS: Assets Sale to USA Protect Closed on Sept. 30 ------------------------------------------------------------------ In a regulatory filing dated Oct. 31, 2011, LocatePlus Holdings Corporation discloses that the Company and certain of its subsidiaries conducted a Section 363 auction for the sale of certain of the Debtors' assets on Sept. 21, 2011, and continued on Sept. 22, 2011. As a result of the auction, the Company, LocatePLUS Corporation and Certifion Corporation, as sellers, and USA Protect, LLC, as purchaser, entered into an Asset Purchase Agreement, dated as of Sept. 30, 2011, pursuant to which the Company agreed to sell substantially all of the assets of the USA Protect Sellers to USA Protect pursuant to Sections 105, 363 and 365 of the U.S. Bankruptcy Code. On Sept. 30, 2011, the Bankruptcy Court for the District of Massachusetts issued an order approving the proposed sale of the USA Protect Sellers' assets, among other things, and the Company subsequently closed the transactions contemplated by the USA Protect Asset Purchase Agreement. Pursuant to the terms of the USA Protect Asset Purchase Agreement, the aggregate consideration received by the Company was comprised of cash in the amount of $3,462,401 and the assumption of certain liabilities. Entry into LPHC Asset Purchase Agreement Also as a result of the auction, the Company, Employment Screening Profiles, Inc., and Worldwide Information, Inc., as sellers (other than the Company, the "LPHC Sellers"), and LPHC Acquisition Partners LLC, as purchaser ("LPHC") entered into an Asset Purchase Agreement, dated as of Sept. 30, 2011. Pursuant to the LPHC Asset Purchase Agreement, the LPHC Sellers agreed to sell substantially all of their assets and the Company agreed to sell certain of its assets not sold under the USA Protect Asset Purchase Agreement to LPHC pursuant to Sections 105, 363 and 365 of the Bankruptcy Code. LPHC agreed to purchase the assets for a purchase price comprised of cash in the amount of $400,000, the assumption of certain liabilities and the satisfaction of certain claims in connection with the Chapter 11 Case. The Company intends to consummate the transactions contemplated by the LPHC Asset Purchase Agreement if the Company does not enter into a proposed Plan of Reorganization to be co-sponsored by LPHC and the Debtors by Jan. 31, 2012. Such date is extendable at the election of LPHC to Feb. 29, 2012, upon payment to the Company of an amount equal to $15,000. Consummation of the sale to LPHC is subject to a number of customary conditions, including, among others, accuracy of the representations and warranties of the parties; material compliance by the parties with their obligations under the LPHC Asset Purchase Agreement; material consents having been obtained; and no changes having occurred prior to Sept. 30, 2011, that would have a material adverse effect on the assets being acquired by LPHC. Entry into LPHC Operating Lease Agreement In connection with its entry into the LPHC Asset Purchase Agreement, the LPHC Sellers entered into an Operating Lease Agreement with LPHC. Pursuant to the LPHC Operating Lease Agreement, the LPHC Sellers granted complete control over and authority to operate and direct all aspects of the LPHC Sellers' business to LPHC prior to the consummation of the transactions contemplated by the LPHC Asset Purchase Agreement, until such time that the Bankruptcy Court confirms a Plan of Reorganization or Jan. 31, 2011, unless such date is extended pursuant to the terms of the LPHC Asset Purchase Agreement. During the term of the LPHC Operating Lease Agreement, the LPHC Sellers will retain title to the assets to be sold pursuant to the LPHC Asset Purchase Agreement (the "Assets") and LPHC will assume the expense and risk of loss and injury related to the operation by LPHC of the Assets. The LPHC Operating Lease Agreement further provides that the LPHC Sellers will provide certain services to LPHC during the term of the agreement as specified therein. A copy of the USA Protect Asset Purchase Agreement, dated Sept. 30, 2011, is available for free at http://is.gd/Dx5SG7 A copy of the LPHC Asset Purchase Agreement, dated Sept. 30, 2011, is available for free at http://is.gd/1dio3F A copy of the LPHC Operating Lease Agreement, dated Sept. 30, 2011, is available for free at http://is.gd/MX2a4G About LocatePLUS Holdings Beverly, Mass.-based LocatePLUS Holdings Corporation, through itself and its wholly-owned subsidiaries LocatePLUS Corporation, Worldwide Information, Inc., Entersect Corporation, Dataphant, Inc., and Employment Screening Profiles, Inc. are business-to- business, business-to-government and business-to-consumer providers of public information via its proprietary data integration solutions. On June 16, 2011, LocatePLUS Holdings Corporation and its subsidiaries filed petitions under the Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 11-15791). Harold B. Murphy, Esq., at Murphy & King, P.C., in Boston, represents the Debtor as counsel. LocatePLUS Holdings estimated assets of $0 to $50,000 and debts of $1,000,001 to $10 million. The Company's balance sheet at March 31, 2011, showed $2.08 million in total assets, $12.25 million in total liabilities and a $10.17 million total stockholders' deficit. LOCKE PROPERTIES: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Locke Properties LLC, doing business as Towne Athletic Club, filed for Chapter 11 protection (Bankr. S.D. Ohio Case No. 11-35914) on Nov. 2, 2011. Ben Sutherly, staff writer at Middletown Journal, reports that Locke Properties valued its assets at $661,142 and liabilities at $950,696. It reported total rental income of $35,000 in 2010, but only $5,000 so far in 2011. The report relates that Wesbanco Bank Inc. received a judgment entry against Locke Properties in June in Warren County Common Pleas Court. The report notes Edward B. Schaefer represents Locke Properties as its bankruptcy attorney. Locke Properties LLC dba Towne Athletic Club -- https://www.towneathleticclub.com/ -- operates a health and fitness facility. The Debtor is represented by: Edward B Schaefer, Esq. Combs & Schaefer Law Offices 1081 N. University Blvd., Suite B Middletown, OH 45042 Tel: (513) 424-1660 Fax : (513) 424-7467 E-mail: middletownlaw@middletownlaw.com LOS ANGELES DODGERS: Adds Season Ticket Holders to Creditors Panel ------------------------------------------------------------------ T. Patrick Tinker, Assistant U.S. Trustee for Region 3, amended the Official Committee of Unsecured Creditors in the Chapter 11 cases of Los Angeles Dodgers LLC, et al. In a separate filing, the Ad Hoc Committee of the Los Angeles Dodgers Season Ticket Holders and the Office of the U.S. Trustee have reached an agreement which provides for, among other things, the U.S. Trustee appointing two season ticket holders to the Creditors Committee. The Committee now consists of: 1. AVM Systems Limited Partnership Attn: Jack Armbruster 1163 Flanders Court Aurora, IL 60504 Tel: (630) 820-9638 Fax: (630) 820-9635 2. Elizabeth Ann Stow and/or David Edward Stow, as Conservators to Bryan Stow Attn: Christopher T. Aumais, Esq. GIRARDI & KEESE 1126 Wilshire Blvd. Los Angeles, CA 90017 Tel: (213) 977-0211 Fax: (213) 481-1554 3. KABC Radio LLC Attn: Patricia Stratford 3321 South La Cienega Blvd. Los Angeles, CA 90016 Tel: (212) 297-5867 Fax: (212) 735-1791 4. Major League Baseball Players Association Attn: Timothy Slavin Director of Business Affairs and Licensing/Senior Counsel Business 12 East 49th Street New York, NY 10017 Tel: (212) 826-0809 Fax: (212) 752-4378 5. Pyro Events, Inc. Attn: Gary E. Brown, Esq. P.O. Box 2329, Rialto, CA 92377 Tel: (909) 355-8120 Fax: (909) 355-9813 6. Jeffrey Berkowitz, Esq. JEFFER MANGELS BUTLER & MITCHELL LLP 1900 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 Tel: (310) 203-8080 Fax: (310) 712-8575 7. Susan Simons David Shapira & Associates, Inc. 193 North Robertson Boulevard Beverly Hills, CA 90211 Tel: (310) 967-0480, Fax: (310) 659-4177 In accordance with the stipulation, the Ad Hoc Committee notified the Court that it has withdrawn the motion for appointment of an Official Committee of Season Ticket Holders. Ad Hoc Committee of LA Dodgers Season Ticket Holders is represented by: Robbin L. Itkin, Esq. STEPTOE & JOHNSON, LLP 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: ritlin@steptoe.com kpiper@steptoe.com Bonnie Glantz Fatell, Esq. BLANK ROME LLP 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 disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC disclosed $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. 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. MAGNETEK INC: Gets Final Approval of Pension Funding Waiver ----------------------------------------------------------- Magnetek, Inc. received final approval of its request for a waiver of the minimum funding requirements of the Company's defined benefit pension plan for the 2011 plan year. The amount of the funding waiver requested was approximately $17 million, scheduled to be funded in quarterly installments from April 2011 through January 2012, with a final installment due in September 2012. The Internal Revenue Service informed the Company on Nov. 2, 2011, that the waiver request was granted subsequent to the Company's agreement with, among others, the following conditions: -- The Company agrees to resume its required quarterly contributions in a timely manner beginning April 15, 2012. -- The Company makes contributions to the Plan sufficient to meet the minimum funding requirements for the Plan years 2012 through 2016. -- The Company provides collateral acceptable to the Pension Benefit Guarantee Corporation for the full amount of the 2011 Plan year waiver. As a result, the Company currently expects that the 2011 Plan year scheduled contributions of $17 million will be deferred and amortized with interest over Plan years 2012 through 2016. The waiver application was filed in February 2011 and, in accordance with the funding rules, the Company did not make its scheduled contributions in April, July, and October 2011 in an aggregate amount of more than $10 million. Based upon receipt of the waiver, the Company can now also defer contributions scheduled for January and September 2012 in an aggregate amount of nearly $7 million. The Company's next contribution is scheduled for April 15, 2012, in an amount of $3.9 million, and its total contributions for fiscal year 2012 are currently estimated at $11.7 million, based on current actuarial projections. About Magnetek Inc. Magnetek, Inc. provides digital power control systems that are used to control motion and power primarily in material handling, elevator and energy delivery applications. The Company is headquartered in Menomonee Falls, Wis. MF GLOBAL: Corzine Resigns Days After Bankruptcy Filing ------------------------------------------------------- Jon Corzine stepped down as chairman and chief executive officer of MF Global Holdings Ltd., the broker-dealer that filed the eighth-largest bankruptcy in U.S. history last week and is being probed by regulators. Carla Main at Bloomberg News reports that bonds of MF Global fell after the resignation, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority, the report relates. Mr. Corzine's departure from MF Global won't affect the "orderly liquidation" of the Company's brokerage, trustee James Giddens said in a statement through Kent Jarrell, a spokesman. Mr. Corzine, 64, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., quit all of his posts, New York-based MF Global said Nov. 4 in an e-mailed statement. He won't seek severance pay, the company said. Mr. Corzine said in a separate statement that he offered his resignation voluntarily. Mr. Corzine's resignation came four days after the bankruptcy filing as the company's bets on European sovereign debt rattled investors. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The Commodity Futures Trading Commission sent a subpoena seeking information about the money to MF Global's auditor, PricewaterhouseCoopers LLP, the person said, asking not to be named because the matter isn't public, Bloomberg relates. While Mr. Corzine decided to resign, board members had indicated to him in discussions last week that he should consider stepping down, according to a person with direct knowledge of the talks who declined to be identified because they weren't authorized to speak publicly, Bloomberg News says. The board's support for Mr. Corzine eroded once talks to sell the company collapsed, the person said, according to Bloomberg. Mr. Corzine sought to transform MF Global into a mid-size investment bank after arriving there in March 2010. He increased the firm's risk and used its own money to trade, including investments in European sovereign debt. As of Oct. 25, MF Global owned $6.3 billion of Italian, Spanish, Belgian, Portuguese and Irish debt, the company said at the time in a presentation. Concerns that it might lose money on the holdings amid Europe's debt crisis led to credit downgrades, margin calls and demands from regulators to boost capital before the bankruptcy filing. Bloomberg said in a separate report that Mr. Corzine has retained a defense lawyer, according to another person familiar with the matter. Mr. Corzine retained Andrew Levander, Esq. -- andrew.levander@dechert.com -- a partner at the law firm Dechert LLP, to represent him in the fallout from MF's collapse into bankruptcy, according to the person, who declined to be identified because the matter isn't public. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Asia Liquidator Said to Be Close to Finding Buyer ------------------------------------------------------------ Carla Main at Bloomberg News reports that MF Global Holdings Ltd.'s Hong Kong units' liquidators received as many as 40 offers for the firm's operations in the Asia Pacific and a buyer could be identified over the weekend, KPMG International's China affiliate said. A KPMG spokeswoman who declined to be identified, said three KPMG partners appointed as provisional liquidators for the New York-based broker-dealer received more than 30 and as many as 40 bids from MF Global's former competitors and regional financial institutions. KPMG is trying to sell the firm's Asian assets as a single unit, the spokeswoman said. A sale could be completed in two weeks, the spokeswoman said, if a buyer is identified this weekend. The offers were previously reported by Reuters. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Missing Client Funds Said to Be at JPMorgan ------------------------------------------------------ Customer funds missing from bankrupt brokerage MF Global Inc. have been located in a custodial account at JPMorgan Chase & Co., Carla Main at Bloomberg News reports, citing two people with knowledge of the matter. The account contained a total of $2.2 billion as of Oct. 31, which includes both the firm's own money and customer funds, according to one of the people, who declined to be identified because the information is private. MF Global's customer funds had a shortfall of $633 million, or more than 11%, out of a segregated fund requirement of about $5.4 billion, regulators said Nov. 6. FBI Investigation Meanwhile, MF Global is the subject of a formal FBI investigation opened late in the past week, Bloomberg News reports, citing a person familiar with the matter said. The inquiry, in which Federal Bureau of Investigation agents are working with U.S. prosecutors, is in its preliminary stage, and no information requests had been issued as of the afternoon of Nov. 4, said the person, who declined to be identified because the matter isn't public. The decision to begin the probe was made that day or late Nov. 3, the person said, adding that reports of an earlier investigation were wrong. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Dimond Kaplan Probes Senior Note Investment Losses ------------------------------------------------------------- The national securities law firm of Dimond Kaplan & Rothstein, P.A. is investigating claims on behalf of investors in: MF Global 6.250% Senior Notes due 2016, MF Global 3.375% Convertible Senior Notes due 2018, and MF Global 1.875% Convertible Senior Notes due 2016. MF Global was run by Jon Corzine, the former Chairman and CEO of Goldman Sachs and former U.S. Senator and then Governor of New Jersey. Mr. Corzine has just resigned from the firm. MF Global recently filed for bankruptcy protection after making $6 billion in bad bets on European sovereign debt. In August 2011, FINRA instructed MF Global to increase its capital as a result of enormous exposure that MF Global had to risky European sovereign debt. In Sept. of 2011, only one month after the offering of the 6.250% Notes, regulators reported that MF Global was overvaluing some of its European debt holdings. MF Global has admitted using clients' money as its financial troubles mounted. Using clients' money for its own business needs, however, would have been in violation of various regulatory rules and legal obligations owed to the clients. The investment bank Jefferies was the sole book-running manager for the 6.250% notes offering. BofA Merrill Lynch, BMO Capital Markets, Lebenthal & Co., Commerzbank, Sandler O'Neill + Partners, Natixis and US Bancorp served as co-managers of the 6.250% offering. Investors may be able to recover their MF Global Senior Note investment losses. The underwriters of a securities offerings are obligated to conduct adequate due diligence of the issuer during the underwriting process. "We believe that underwriters either knew or should have known of the financial problems with the now- bankrupt MF Global. Investors are entitled to rely on underwriters, which should review the business and financials of a corporation issuing the securities and ensure the accuracy of securities registration statements and prospectuses. One of the roles of the underwriter is to ensure that the investing public is provided with full and fair disclosure of material information about the securities and the company issuing the securities. The failure to do so can subject an underwriter to liability." Further, brokerage firms selling the securities are required to perform due diligence on securities and their issuers before selling the securities to the public. The failure to perform adequate due diligence can subject the selling brokerage firms to liability as well. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Dimond Kaplan Probes Claims Against Principals --------------------------------------------------------- The national securities law firm of Dimond Kaplan & Rothstein, P.A. is investigating claims against MF Global and MF Global's principals to recover money missing from MF Global client accounts. MF Global has admitted to regulators that it used clients' money in an attempt to shore up its finances. The firm believes such a misuse of client funds violated regulatory rules and legal duties owed to the clients. There appears to be more than $600 million of missing client funds. Government rules require securities firms to keep clients' money and company money in separate accounts. MF Global clients whose money is missing may be able to recover that money through FINRA arbitration claims or court cases. MF Global was run by Jon Corzine, the former Chairman and CEO of Goldman Sachs and former U.S. Senator and then Governor of New Jersey. Mr. Corzine has just resigned from the firm. MF Global recently filed for bankruptcy protection after making $6 billion in bets on European sovereign debt. In August 2011, the Financial Industry Regulatory Authority (FINRA) instructed MF Global to increase its required net capital because of its exposure to European debt. It has been reported by news organizations that MF Global may have improperly used hundreds of millions of dollars of client's money in an attempt to comply with its regulatory obligations. The company's main exchange regulator, CME, said that MF Global did not separate its customers' accounts from the firm's funds as required by law. "CME has determined MF Global is not in compliance with Commodity Futures Trading Commission and CME customer segregation requirements," CME Group Inc. Chief Executive Craig Donohue said. The U.S. Securities and Exchange Commission, the Commodities Futures Trading Commission, and the FBI all are investigating the matter. Dimond Kaplan & Rothstein, P.A. represents MF Global clients and is exploring the various options available to recover money missing from MF Global client accounts. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Harwood Feffer Probes Firm After Admitting to Fraud -------------------------------------------------------------- Harwood Feffer is investigating brokerage firm MF Global Holdings following reports that the Company admitted to regulators that it diverted customers' funds. Any investor who purchased MF common stock or 6.25 percent bonds as part of a $325 million offering in Aug., 2011 is encouraged to contact the firm. Partner Robert I. Harwood is leading the firm's investigation and can be reached at (877) 935-7400 or via email at rharwood@hfesq.com. MF filed for bankruptcy protection on Oct. 31, 2011. On the same day, the Securities and Exchange Commission and the Commodity Futures Trading Commission issued a joint statement, noting that a deal to sell off part of the company to another firm had not been agreed to. The statement also noted that MF had reported "possible deficiencies" in customer accounts. On Nov. 1, 2011, the Company was suspended from trading on the London Metal Exchange. It has also been suspended as a clearing member of CME Group, Inc., one of the largest futures markets. On Nov. 4, 2011, its chief executive officer, Jon Corzine, resigned his Company office. Harwood Feffer is investigating whether the Company misappropriated customers' funds, using their money to offset losses the Company incurred in failed investments. Harwood Feffer LLP -- http://www.hfesq.com/-- has been representing individual and institutional investors for many years, serving as lead counsel in numerous cases in federal and state courts. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: CME Group Continues Customer Accounts Transfer --------------------------------------------------------- CME Group continued to successfully transfer additional MF Global U.S. customer positions and CME Clearing-held collateral to other qualified clearing firms. The remaining customer segregated positions are expected to be transferred by the end of the day, completing the total transfer of customer positions at CME Group exchanges in approximately 15,000 MF Global accounts and approximately $1.45 billion in associated clearing collateral, as approved by the Trustee and bankruptcy court. Receiving commodity brokers for these transfers are responsible for notifying customers as to the new commodity broker for their accounts. These transfers do not include any warehouse receipts, certificates or warrants, which remain part of the assets under administration by the Trustee. Receipts/certificates and warrants not available for delivery as of Nov. 4, 2011 due to the MF Global bankruptcy are summarized by issuing facility in the Deliverable Commodities Under Registration Report and the Warehouse and Depository Stocks reports. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Finkelstein Thompson Probes Shareholders Claims ---------------------------------------------------------- The Washington, D.C. law firm of Finkelstein Thompson LLP announces its investigation of potential claims on behalf of shareholders of MF Global Holdings, Ltd. The investigation focuses on allegations that the Company made false and misleading statements in connection with its issuance of 3.375% Convertible Senior Notes and 6.250% Senior Notes. On Oct. 31, 2011, MF Global disclosed that it was declaring bankruptcy. Recently, the Company disclosed that it held $6.3 billion in sovereign debt of countries involved in the European financial crises. These holdings were nearly five times the Company's equity of approximately $1.3 billion. The Company's announcements resulted in trading of its shares being halted, and a default on its bonds. Finkelstein Thompson welcomes inquiries concerning the rights of current or former owner of MF Global Shares' rights and interests. Contact Finkelstein Thompson's Washington, DC offices at (877) 337-1050 or by email at contact@finkelsteinthompson.com/ Finkelstein Thompson LLP has spent over three decades delivering outstanding representation to institutional and individual clients in financial litigation, and has been appointed as lead or co-lead counsel in dozens of shareholder class actions. Indeed, the firm has served in leadership roles in cases that have recovered over $1 billion for investors and consumers. Attorney advertising. Prior outcomes do not guarantee similar results. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Howard G. Smith Probes Potential Claims Against Firm --------------------------------------------------------------- Law Offices of Howard G. Smith is investigating potential claims against MF Global Holdings Ltd. concerning possible violations of federal securities laws. The investigation focuses on allegations that certain statements issued by the Company were false and misleading, in connection with its issuance of 3.375% Convertible Senior Notes and 6.250% Senior Notes. The investigation is related to MF Global's Oct. 31, 2011 disclosure that it was declaring bankruptcy. Recently, the Company revealed that it had $6.3 billion of sovereign debt in troubled countries such as Italy and Spain, which was nearly five times MF Global's equity of more than $1 billion. On the news of MF Global's impending bankruptcy, trading of MF Global shares was halted on the New York Stock Exchange and the Company defaulted on its bonds. MF Global was the first company in more than three years to default on its bonds while rated investment grade by Standard & Poor's, and joined the very thin ranks of companies to default on debt before the first interest-rate payment came due. MF Global 3.375% Convertible Senior Notes or 6.250% Senior Notes owners' if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Howard G. Smith, Esquire, of Law Offices of Howard G. Smith, 3070 Bristol Pike, Suite 112, Bensalem, Pennsylvania 19020 by telephone at (215) 638-4847, Toll Free at (888) 638-4847, or by email to howardsmith@howardsmithlaw.com, or visit our website at http://www.howardsmithlaw.com/ Individuals with knowledge that may help the investigation are encouraged to contact the firm. Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act authorizes the SEC to pay monetary rewards to whistleblowers who provide the SEC with original information relating to a possible violation of securities laws that has occurred, is ongoing, or is about to occur. Dodd-Frank prohibits employer retaliation against whistleblowers and, if the information leads to successful SEC enforcement actions or certain related actions, provides for awards of up to 30% of the monetary sanctions collected. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Hagens Berman Sets Lead Plaintiff Deadline on Jan. 2 --------------------------------------------------------------- Hagens Berman Sobol Shapiro LLP today announced that it is continuing its investigation of MF Global MFGLQ following Jon Corzine's resignation as chairman and chief executive of the company. A class-action lawsuit has been filed on behalf of investors, and the deadline to apply for lead plaintiff status is Jan. 2, 2012. Hagens Berman encourages investors who purchased MF Common stock between May 20, 2011, and Oct. 28, 2011, or who purchased 6.25 percent bonds as part of an Aug. 2011 $325 million offering to contact the firm. Hagens Berman Partner Reed R. Kathrein is leading the firm's investigation and can be reached at (510) 725-3000 or via email at MFGlobal@hbsslaw.com. Investors can also learn more about this investigation at http://www.hbsslaw.com/MFGlobal/ The filed lawsuit alleges that MF Global made false and misleading statements to investors, including failing to disclose the company's reported internal control problems in segregating clients' funds. Hagens Berman is investigating whether the company used clients' money to offset losses the company had incurred in failed investments. MF Global filed for bankruptcy on Oct. 31, 2011, and on the same day, the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) issued a joint statement, noting that a deal to sell off part of the company to another firm had not been agreed to. The statement also pointed out that MF Global had reported "possible deficiencies" in customer accounts. The following day, The Wall Street Journal reported that, according to a federal official, MF Global told regulators that money was missing from customers' accounts. The same day, the company was suspended from trading on the London Metal Exchange. It has also been suspended as a clearing member of CME Group, Inc., one of the largest futures markets. Jon Corzine, the company's chairman and chief executive, announced his resignation four days later on Nov. 4, 2011. "Corzine's departure from the company is not an encouraging sign," said Mr. Kathrein. "As we continue our investigation, we hope to uncover whether the company mixed investors' and company money, and if Corzine himself played a part in that decision." Persons with knowledge that may help the investigation are encouraged to contact the firm. The SEC recently finalized new rules as part of its implementation of the whistleblower provisions in the Dodd-Frank Wall Street Reform Bill. The new rules protect whistleblowers from employer retaliation and allow the SEC to reward those who provide information leading to a successful enforcement with up to 30 percent of the recovery. About Hagens Berman Seattle-based Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com/--is an investor-rights class-action law firm with offices in 10 cities. Founded in 1993, the firm's mission is to represent plaintiffs in class actions and multi- party, large-scale litigation that has the potential to protect the rights of investors, consumers, workers and the environment. The National Law Journal has rated Hagens Berman as one of the top plaintiffs' firms in the country four out of the last five years. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Rosen Law Firm Probes Potential Claims Against Firm -------------------------------------------------------------- The Rosen Law Firm, P.A. is investigating potential securities claims against MF Global Holding Ltd. The investigation concerns allegations that certain statements issued by the Company were false and misleading, in connection with its issuance of 3.375% Convertible Senior Notes and 6.250% Senior Notes. The investigation relates to MF Global's Oct. 31, 2011 disclosure that it was declaring bankruptcy. MF Global disclosed that it had $6.3 billion of sovereign debt in troubled countries such as Italy and Spain, which was nearly five times MF's equity of more than $1 billion. On the news of MF Global's impending bankruptcy, trading of MF Global shares was halted on the New York Stock Exchange and the Company defaulted on its bonds. MF Global was the first company in more than three years to default on its bonds while rated investment grade by Standard & Poor's, and joined the very thin ranks of companies to default on debt before the first interest-rate payment came due. If you purchased MF Global 3.375% Convertible Senior Notes or 6.250% Senior Notes, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Phillip Kim, Esq. or Laurence Rosen, Esq. of The Rosen Law Firm, P.A. toll free at 866-767-3653 or via e-mail at pkim@rosenlegal.com or lrosen@rosenlegal.com. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Exchanges Shift Some Customer Business to Other Firms ---------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that exchanges shifted customer accounts and trading collateral previously overseen by MF Global Holdings Ltd. to other clearing firms, part of a worldwide effort to mop up a mess left by the firm's slide into bankruptcy this week. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MFJT LLC: Court Sets Dec. 30, 2011 as Claims Bar Date ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois set Dec. 30, 2011, as deadline for creditors of MFJT LLC dba Somerset Park Apartments and Somerset II to file proofs of claim. All governmental units have until March 30, 2012, to file their claims. About MFJT, LLC Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments and Somerset II - is the owner and operator of two separate residential projects in Alsip and Merrinette Park, Illinois, commonly known as Somerset Park Apartments and Somerset II. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-11819) on March 22, 2011. Arthur G. Simon, Esq., David K. Welch, Esq., and Jeffrey C. Dan, Esq., at Crane Heyman Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy counsel. The Debtor proposes to employ Tailwind Services, LLC as its financial advisor. The Debtor disclosed $16,137,365 in assets and $17,952,853 in liabilities as of the Chapter 11 filing. MICHIGAN BIODIESEL: Court Appoints Examiner for Tax Credit Claims ----------------------------------------------------------------- Bankruptcy Judge Scott W. Dales directed the United States Trustee to appoint an examiner to conduct an examination and promptly prepare a report that includes (1) an opinion regarding the propriety of Michigan BioDiesel LLC's tax credit claims, past, pending, and anticipated; (2) a recommendation of the steps, if any are necessary, to mitigate the effects of those claims made or paid; and (3) a report concerning whether the Debtor or its management participated in actual fraud, dishonesty, or criminal conduct within the meaning of 11 U.S.C. Sec. 1104(e). The Court had entered an Order to Show Cause on Sept. 27, 2011, because it doubted the propriety of substantial excise tax refunds that the Debtor and non-debtor Tall Pine Trading LLC were claiming from the United States Treasury. The Show Cause Order directed the Debtor to explain why the Court should not appoint a Chapter 11 trustee or examiner under 11 U.S.C. Sec. 1104(a). A copy of the Court's Oct. 31, 2011 Opinion and Order is available at http://is.gd/a3zRzpfrom Leagle.com. Michigan BioDiesel operates a facility in Bangor, Michigan, which initially manufactured biodiesel from raw materials (including waste products), but eventually became involved in refining crude glycerin that it purchased from a variety of sources. Michigan BioDiesel filed for Chapter 11 bankruptcy (Bankr. W.D. Mich. Case No. 10-05786) on May 2, 2010. Judge Scott W. Dales presides over the case. Jerome D. Frank, Esq. -- frankandfrank@comcast.net -- at Frank & Frank PC, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. The petition was signed by John Oakley, manager. MILESTONE TARANT: D.C. Court Rules on $1.1-Mil. Arbitration Award ----------------------------------------------------------------- An arbitration panel found Manhattan Construction Company liable for roughly $1.1 million in unpaid services and attorney's fees on a subcontract to renovate the Capitol Visitor Center in Washington, DC. Fearing exposure to multiple or inconsistent obligations on this award, Manhattan deposited the sum with the Court and moved for interpleader relief. A variety of interested parties then asserted claims against the resulting Interpleaded Fund. Because the creation of the Fund extinguishes Manhattan's liability under the arbitration award and there is no genuine dispute as to the proper distribution of the Fund, Chief District Judge Royce C. Lamberth entered a declaratory judgment regarding the distribution of the Fund and dismissed the case with prejudice. In 2003, Manhattan awarded Milestone Tarant, LLC/Highland Ornamental Iron Works, Inc., a Joint Venture, a subcontract to fabricate and install ornamental metals and custom bronze doors and windows in the Capitol Visitor Center. A payment bond issued earlier that year obligated Federal Insurance Company, Manhattan's surety under the Miller Act, 40 U.S.C. Sec. 3131 et seq., to compensate any subcontractor for labor and materials furnished pursuant to the subcontract in the event Manhattan was unable to pay. The project was hampered by delays and cost overruns. The renovations took about three years longer than expected and allegedly cost the Joint Venture nearly twice the original subcontract price of $8.3 million to complete. After the Government opened the Capitol Visitor Center to the public in late 2008, the Joint Venture filed sued Federal Insurance under the Miller Act to recover the reasonable value of its services for which Manhattan had not yet paid. Manhattan intervened to enforce its rights under the subcontract's arbitration clause. The bankruptcy court lifted the automatic stay to allow Columbia Bank to immediately exercise its rights and remedies as a secured creditor under its loan agreement with Milestone Tarant. Accordingly, by order of the bankruptcy court, Milestone is obligated to pay Columbia Bank its portion of the arbitration award. The case is UNITED STATES OF AMERICA FOR THE USE AND BENEFIT OF MILESTONE TARANT, LLC/HIGHLAND ORNAMENTAL IRON WORKS, INC., A JOINT VENTURE, Plaintiffs, v. FEDERAL INSURANCE COMPANY, Defendants; MANHATTAN CONSTRUCTION COMPANY, ET AL., Interpleader Plaintiffs, v. MILESTONE TARANT, LLC/HIGHLAND ORNAMENTAL IRON WORKS, INC., A JOINT VENTURE, ET AL., Interpleader Defendants, Civil Action No. 08-2186 (D. D.C.). A copy of the District Court's Nov. 4, 2011 Memorandum Opinion is available at http://is.gd/T6FIrPfrom Leagle.com. Capitol Heights, Maryland-based Milestone Tarant LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 11-10038) on Jan. 3, 2011. Judge Paul Mannes presides over the case. Stephen W. Nichols, Esq. -- efiling@cootermangold.com -- at Cooter, Mangold, Deckelbaum & Karas, LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. The petition was signed by Richard Ross, managing member. MILK SPECIALTIES: Moody's Assigns 'B3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating (CFR) to Milk Specialties Company. Concurrently, Moody's assigned a B2 rating to the company's proposed $180 million first lien credit facility. The rating outlook is stable. The following ratings have been assigned subject to the review of final documentation: B3 Corporate Family Rating; B3 Probability of Default Rating; B2 (LGD3, 37%) to the proposed $145 million first lien term loan due 2017; and B2 (LGD3, 37%) to the proposed $35 million first lien revolving credit facility due 2016. RATINGS RATIONALE The B3 corporate family rating reflects Milk Specialties' high leverage, adequate liquidity, small scale, limited product and geographic diversification, and competition from other, in some cases larger, whey protein manufacturers. The rating benefits from strong anticipated end product demand growth in the sports and wellness nutrition segments and steady growth in animal nutrition and packaged foods. Moody's anticipates that the company will be able to pass through price increases associated with agricultural commodity price fluctuations with a minimal lag in the near and medium term. The rating also incorporates the company's position as the largest independent US whey protein manufacturer, as well as past success in securing whey supply from independent cheese manufacturers. The rating incorporates the company's historical cash consumption to fund growth, as well as Moody's expectation that high growth rates will require continued investment in working capital and capital expenditures. Moody's believes that these high growth rates coupled with an increased interest burden will result in free cash flow remaining negative throughout fiscal year 2012. However, Moody's expects cash flow to improve as the company realizes earnings growth from its recent capacity expansion projects, while capital expenditures moderate in fiscal year 2013. The B2 ratings on the proposed $145 million term loan and the proposed $35 million revolving credit facility reflect their first priority lien on substantially all assets of the company and each guarantor. The ratings also benefit from the loss absorption provided by the $60 million second lien term loan due June 2018 (unrated). The stable outlook reflects Moody's expectation that financial leverage will moderately decrease over the next 12 to 18 months, and liquidity will improve but remain constrained in fiscal year 2012. Moody's anticipates that as capacity utilization increases, Milk Specialties will be able to deliver strong organic revenue growth, slight improvement in operating margins and reductions in growth capital expenditures. The ratings could be downgraded if profitability materially declines, free cash flow generation is weaker than anticipated or the liquidity profile deteriorates. Failure to utilize new plant capacity, margin pressure from large commodity price movements, or greater than expected capital expenditures are potential sources of rating pressure. The ratings could be upgraded if Milk Specialties improves its operating performance and liquidity profile such that the company generates consistent positive free cash flow coupled with debt-to- EBITDA sustained below 5x. The principal methodology used in rating Milk Specialties Company was the Global Food - Protein and Agriculture Industry Methodology published in September 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. Milk Specialties Company is a leading independent manufacturer of whey and specialty dairy protein ingredients for the sports nutrition, health and wellness, food manufacturing and animal nutrition end markets. Revenues for the twelve months ending September 30, 2011 were approximately $392 million. MONEYGRAM INT'L: Stockholders OK Reduction of Authorized Shares --------------------------------------------------------------- MoneyGram International, Inc., held a special meeting of stockholders on Oct. 31, 2011. Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation which will effect a reverse stock split of the issued and outstanding common stock of the Company at a ratio that will be determined by the Company's board of directors and that will be within a range of one-for-five (1:5) to one-for-ten (1:10) if the Company's board of directors determines, in its sole discretion, at any time prior to the first anniversary of the Special Meeting that the Reverse Stock Split is in the best interests of the Company and its stockholders. Stockholders also approved an amendment to the Company's Amended and Restated Certificate of Incorporation which will reduce the number of authorized shares of common stock of the Company by the reverse stock split ratio determined by the Company's board of directors. About MoneyGram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange-listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company reported net income of $43.80 million on $1.17 billion of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.91 million on $1.16 billion of total revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $5 billion in total assets, $5.10 billion in total liabilities, and a $108.16 million total stockholders' deficit. * * * According to the Troubled Company Reporter on July 1, 2010, Fitch Ratings has affirmed the Issuer Default Ratings for MoneyGram International Inc. and MoneyGram Payment Systems Worldwide, Inc., at 'B+'. Outlook is stable. Fitch noted that the ratings could be negatively impacted by further declines in remittance volumes driven by macro economic factors or decreases in migrant labor populations worldwide. MORGAN'S FOODS: Extends Remodel Pact with KFC Through Nov. 30 ------------------------------------------------------------- Morgan's Foods, Inc., previously disclosed that it had entered into a Pre-negotiation Agreement with KFC Corporation for the purpose of finalizing plans to raise capital to fund a remodeling schedule for certain of the Company's KFC restaurants. The original deadline for completion of the process was Aug. 31, 2011, and, as disclosed in a Form 8-K filed on Sept. 1, 2011, that deadline was extended to Sept. 30, 2011, in order to continue the process. Negotiations have yielded an understanding on the timing of required image enhancements but because the formal remodel agreement could not be completed by the Sept. 30, 2011, deadline the Company entered into an agreement with KFC, as disclosed in a Form 8-K filed on Sept. 30, 2011, to further extend the deadline to Oct. 31, 2011. Because the preparation of the formal remodel agreement is still in progress, on Oct. 27, 2011, the Company entered into an agreement with KFC to extend further the deadline for completion to Nov. 30, 2011. Also, on October 28, 2011, the Company entered into an agreement with one of its primary lenders to extend its forbearance period for deferral of principal payments on its debt from October 31, 2011 to December 30, 2011. The agreement provides for the payment of certain fees by the Company and anticipates that its debt will be paid off through a refinancing with another lender before the end of the forbearance period. While management continues to believe that its remodel agreement and recapitalization plans will be completed successfully, there can be no assurance that the Company will be able to finalize an agreement with KFC regarding image enhancements, that the Company will complete the financial restructuring, or that the restructuring will create the ability for the Company to complete a satisfactory number of image enhancements. About Morgan's Foods Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in 1925, operates through wholly-owned subsidiaries KFC restaurants under franchises from KFC Corporation, Taco Bell restaurants under franchises from Taco Bell Corporation, Pizza Hut Express restaurants under licenses from Pizza Hut Corporation and an A&W restaurant under a license from A&W Restaurants, Inc. As of May 20, 2011, the Company operates 56 KFC restaurants, 5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises from KFC Corporation and franchises from Taco Bell Corporation, 3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco Bell Corporation and licenses from Pizza Hut Corporation, 1 KFC/Pizza Hut Express "2n1" under a franchise from KFC Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W "2n1" operated under a franchise from KFC Corporation and a license from A&W Restaurants, Inc. The Company reported a net loss of $988,000 on $89.9 million of revenues for the fiscal year ended Feb. 27, 2011, compared with net income of $396,000 on $90.5 million of revenues for the fiscal year ended Feb. 28, 2010. The Company's balance sheet at Aug. 14, 2011, showed $42.91 million in total assets, $42.75 million in total liabilities and $161,000 in total shareholders' equity. Grant Thornton LLP, in Cleveland, Ohio, expressed substantial doubt about Morgan's Foods' ability to continue as a going concern. The independent auditors noted that as of Feb. 27, 2011, the Company was in default and cross default of certain provisions of its most significant credit agreements and in default of the image enhancement requirements under franchise agreements for certain of its restaurants. MOTORS LIQUIDATION: Files Sept. 30 GUC Quarterly Trust Reports -------------------------------------------------------------- On Oct. 28, 2011, Wilmington Trust Company, solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust, acting pursuant to Section 6.2 of the Motors Liquidation Company GUC Trust Agreement dated as of March 30, 2011, and between the parties thereto, filed the GUC Trust Reports as of Sept. 30, 2011 (as such term is defined in the GUC Trust Agreement) with the Bankruptcy Court for the Southern District of New York. As of Sept. 30, 2011, the Motors Liquidation Company GUC Trust had $1.325 billion in total assets, $150.9 million in total liabilities, and $1.174 billion in net assets in liquidation. The GUC Trust ended September 2011 with $75,000 in cash and cash equivalents. The Motors Liquidation Company GUC Trust is a successor to Motors Liquidation Company (formerly known as General Motors Corp.) within the meaning of Section 1145 of the United States Bankruptcy Code. The GUC Trust holds, administers and directs the distribution of certain assets pursuant to the terms and conditions of the Motors Liquidation Company GUC Trust Agreement, dated as of March 30, 2011, and pursuant to the Second Amended Joint Chapter 11 Plan, dated March 18, 2011, of MLC and its debtor affiliates, for the benefit of holders of allowed general unsecured claims against the Debtors. A copy of the September 30 GUC Trust Reports is available for free at http://is.gd/aNhRn5 About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effective on March 31. MOUNTAIN CITY: Court OKs Lindquist & Vennum as Committee's Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado authorized the Official Committee of Unsecured Creditors of Mountain City Meat Co. Inc. to retain Lindquist & Vennum PLLP as its counsel to assist the Committee in property discharging its fiduciary duties to its constituency and complying with the Bankruptcy Code and Rules. The firm's professionals and their compensation rates: Attorney Hourly Rates -------- ------------ J. Smiley $490 Harold G. Morris, Jr. $440 Harrie F. Lewis $410 Theodore J. Hartl $350 Ethan J. Birnberg $240 Legal Assistant Hourly Rate --------------- ----------- Sue Tomes $180 The Committee assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Mountain City Meat Denver, Colorado-based Mountain City Meat Co., Inc. -- http://www.mountaincitymeat.com/-- is one of the largest portion control beef processors in the United States. Through its headquarters and manufacturing facility in Denver, and its second manufacturing facility in Nashville, Tennessee, Mountain City supplies high quality ground beef and portion control steak cuts through several channels, including retail stores, chain restaurants and broadline food service distributors. On Aug. 9, 2011, Mountain City's board of directors appointed BGA Management LLC d/b/a Alliance Management, through its agent, Alex G. Smith as the company's Chief Restructuring Officer until the need for a CRO no longer existed. Immediately after appointing Alliance as CRO, the Board resigned. On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank commenced a receivership action against the company in Denver District Court. At 5:00 p.m. that same day, the Denver District Court appointed Alliance as receiver for Mountain City's personal property and related operations. However, minutes before the receivership order, certain putative unsecured creditors -- Orleans International, Inc., National Beef Packing, Inc. and XL Four Star Beef, Inc. -- commenced an involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case No. 11-29209) against Mountain City. The Involuntary Chapter 7 petition was filed as a result of, among other reasons, the Debtor (a) ordering and not paying for in excess of $2,400,000 of meat inventory from the Petitioning Creditors; and (b) issuing checks to the Petitioning Creditors for a portion of the inventory, which checks were refused for payment by Fifth Third Bank. The Debtor sought dismissal of the Involuntary Petition on the grounds that it was filed in bad faith because the Petitioning Creditors were motivated solely by their desire to preserve their claims under Section 503(b)((9) of the Bankruptcy Code to have that portion of their claims related to goods sold to the Debtor within 20 days prior to the filing treated as an administrative expense. In the Involuntary Case, the Secured Lender obtained two interim orders annulling the automatic stay to allow the receiver to keep control of the Debtor. Mountain City filed a voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 11-32656) on Sept. 24, 2011. Judge Howard R. Tallman presides over the case. Michael J. Pankow, Esq., Daniel J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt Farber Schreck, LLP, represent the Debtors as counsel. The Debtor estimated up to $50 million in assets and debts. Attorneys for the Petitioning Creditors are John B. Wasserman, Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and Michele L. Walton, Esq., at Jacob & Weingarten, P.C. Fifth Third is represented in the case by James T. Markus, Esq., and John F. Young, Esq., at Markus Williams Young & Zimmermann LLC. An official committee of unsecured creditors has been appointed in the case. NATIONAL HEALING: Moody's Assigns B2 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned B2 Corporate Family and Probability of Default Ratings to National Healing Corporation's ("NHC"). At the same time, Moody also assigned a B1 rating to NHC's proposed $250 million senior secured 1st lien term loan facility and $30 million revolving credit facility, and a Caa1 rating to NHC's proposed $75 million senior secured 2nd lien term loan. The proceeds will be used to fund the acquisition of Wound Care Holdings, refinance existing debt and pay transaction expenses. The outlook is stable. The following ratings and LGD assessments have been assigned: National Healing Corporation: Corporate Family Rating at B2; Probability of Default Rating at B2; $30 million senior secured revolving credit facility expiring 2016 at B1 (LGD 3, 35%) $250 million senior secured 1st lien term loan due 2017 at B1 (LGD 3, 35%) $75 million senior secured 2nd lien term loan due 2018 at Caa1 (LGD 5, 86%) The outlook is stable National Healing's B2 Corporate Family Rating reflects the company's high pro forma leverage following the acquisition at 5.4 times (Moody's standard adjustments), its narrow product focus on wound care management, and small revenue base at under $250 million. It also reflects the risk of integrating Wound Care Holdings which is more than double the size of National Healing's base business. The rating benefits from good customer and geographic diversification and no government pay reimbursement risk. The stable rating outlook reflects Moody's expectation that the company will continue to see stable non-acquired growth in the low double-digit range. The stable outlook also encompasses Moody's expectation that the company will delever below 5 times within the next 18 months, primarily through EBITDA growth. Given the small revenue size and product concentration, Moody's does not anticipate upgrading the rating in the near-term. However, it could consider upgrading should the company materially increase its size, while also reducing leverage such that it approaches 4 times. In addition, Moody's would also be looking for the company to improve its liquidity profile. The rating could be lowered should the company become free cash flow negative, take on additional debt for acquisitions or if revenues and profitability weaken over the medium term such that leverage reaches about 5.5 times on a sustainable basis. Headquartered in Boca Raton, Fl., National Healing Corporation ("NHC") provides management services and the latest technology and expertise in wound healing to its client hospitals. On a combined basis, NHC will have more than 464 partner hospitals nationwide and managed wound centers having received nearly 600,000 wound care visits. NHC is owned by private equity sponsor Metalmark Capital. Following the acquisition of Wound Care Holdings, pro forma revenue will be about $250 million. The principal methodologies used in rating National Healing Corporation were Global Business & Consumer Service Industry published in October 2010, and Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website. NEBRASKA BOOK: Hires Alexi Wellsman as New Chief Financial Officer ------------------------------------------------------------------ The Nebraska Book Company announced Thursday that it has hired Alexi Wellman, an audit partner at KPMG LLP, as the Company's chief financial officer. In December, Ms. Wellman will assume responsibility for directing the organization's financial planning and accounting practices as well as its relationships with lending institutions, shareholders and the financial community. She will be based in Lincoln, Nebraska. "Alexi Wellman has over 17 years of experience providing auditing and advisory services to both large multinational corporations and private companies" said Barry Major, president and chief operating officer of the Nebraska Book Company. "We are delighted to have her join Nebraska Book Company as our new CFO, and we believe her accounting expertise and business acumen will be immediate assets for our company." Ms. Wellman joins the Nebraska Book Company after 17 years with KPMG LLP, a multinational audit, tax and advisory services firm operating 87 offices with more than 23,000 employees and partners throughout the U.S. Her most recent position was as Audit Partner, where she was responsible for providing professional audit and advisory services to both multinational SEC registrants and private companies. Throughout her time there, she worked with several Fortune 200 companies, including Burlington Northern Santa Fe, ConAgra Foods, Emerson Electric, and Union Pacific Railroad, Inc. "The Nebraska Book Company has a strong business model as a differentiated provider of textbooks and other college gear," said Ms. Wellman. "I am excited to join the company as it continues to strengthen its balance sheet through competitive positioning and offerings that meet the needs of today's college gear consumers." About Nebraska Book Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the leading providers of new and used textbooks for college students in the United States. Nebraska Book and seven affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002 to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over the case. Lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The Debtors; restructuring advisors are AlixPartners LLC; the investment bankers are Rothschild, Inc.; the auditors are Deloitte & Touche LLP; and the claims agent is Kurtzman Carson Consultants LLC. As of the Petition Date, the Debtors had consolidated assets of $657,215,757 and debts of $563,973,688. JPMorgan Chase Bank N.A., as administrative agent for the DIP lenders, is represented by lawyers at Richards, Layton & Finger, P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment Management Inc., the DIP arranger, is represented by lawyers at Bayard, P.A., and Willkie Farr & Gallagher LLP. An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by lawyers at Brown Rudnick. An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by Milbank, Tweed, Hadley & McCloy LLP. The Official Committee of Unsecured Creditors selected Lowenstein Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow Financial Inc. as financial advisers. Nebraska Book prepared a pre-packaged Chapter 11 plan that would swap some of the existing debt for new debt, cash and the new stock. However, Nebraska Book has been unable to secure a $250 million loan required for confirming and implementing the plan. The plan called for new financing to pay off first- and second- lien debt in full, while giving most of the new equity to subordinated noteholders of the operating company and holders of notes issued by the holding company. NEBRASKA BOOK: Inks First Amendment to Support Agreement -------------------------------------------------------- As reported in the TCR on June 29, 2011, NBC Acquisition Corp. Nebraska Book Company, Inc., a wholly-owned subsidiary of the Company, NBC Holdings Corp., the Company's parent company, and the subsidiaries of Nebraska Book entered into a Restructuring and Support Agreement with (a) holders of more than 95% in principal amount of Nebraska Book's 8.625% Senior Subordinated Notes due 2012 and (b) holders of more than 75% in principal amount of the Company's 11% Senior Discount Notes due 2013. Pursuant to the Support Agreement, the participating holders have agreed, among other things, to support the restructuring to be effected pursuant to the bankruptcy proceeding, which would restructure approximately $450 million of outstanding loans and bonds of the Company and its subsidiaries, including the elimination of up to $77 million of debt at the Company level. On Nov. 1, 2011, the Company, NBC Holdings, Nebraska Book, the subsidiaries of Nebraska Book and requisite participating holders entered into a First Amendment and Written Consent to Restructuring and Support Agreement, which, among other things, extended certain dates and deadlines, including the date upon which the Support Agreement would automatically terminate, in connection with the obligation of the participating holders to support the Restructuring. A copy of the First Amendment is available for free at: http://is.gd/WedTck About Nebraska Book Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the leading providers of new and used textbooks for college students in the United States. Nebraska Book and seven affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002 to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over the case. Lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The Debtors; restructuring advisors are AlixPartners LLC; the investment bankers are Rothschild, Inc.; the auditors are Deloitte & Touche LLP; and the claims agent is Kurtzman Carson Consultants LLC. As of the Petition Date, the Debtors had consolidated assets of $657,215,757 and debts of $563,973,688. JPMorgan Chase Bank N.A., as administrative agent for the DIP lenders, is represented by lawyers at Richards, Layton & Finger, P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment Management Inc., the DIP arranger, is represented by lawyers at Bayard, P.A., and Willkie Farr & Gallagher LLP. An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by lawyers at Brown Rudnick. An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by Milbank, Tweed, Hadley & McCloy LLP. The Official Committee of Unsecured Creditors selected Lowenstein Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow Financial Inc. as financial advisers. Nebraska Book prepared a pre-packaged Chapter 11 plan that would swap some of the existing debt for new debt, cash and the new stock. However, Nebraska Book has been unable to secure a $250 million loan required for confirming and implementing the plan. The plan called for new financing to pay off first- and second-lien debt in full, while giving most of the new equity to subordinated noteholders of the operating company and holders of notes issued by the holding company. NEVADA FIRST: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Nevada First Corporation P.O. Box 490 Winnemucca, NV 89445 Bankruptcy Case No.: 11-39460 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court District of Oregon Judge: Randall L. Dunn Debtor's Counsel: Albert N. Kennedy, Esq. TONKON TORP LLP 888 SW 5th Avenue, #1600 Portland, OR 97204 Tel: (503) 802-2013 E-mail: al.kennedy@tonkon.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Gary L. Bengochea, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Bonavia Timber Company, LLC 11-39459 11/01/11 Nevada First's List of Its 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Grant Thornton LLP Accounting Services $23,523 33911 Treasury Center Chicago, IL 60694 Harrington Health Employee Health $14,324 75 Remittance Drive, #1854 Chicago, IL 60675 Bank of America (Business Card) Business Visa Card $3,712 P.O. Box 15796 Wilmington, DE 19886 Black Helterline LLP Legal Services $3,043 Bank of America (Business Card) Business Visa Card $998 Quality Tri-Co Janitorial Janitorial Services $326 Wells Fargo Ins Svcs 401K Bond $248 AT&T Utility $111 Verizon Wireless Cellular Telephone $105 Service AT&T Utility ? Fax Service $81 PC Internet Internet Service $48 Office Products, Inc. Copy Machine Copies $25 NUTRITION 21: Sale Order Hearing Continued to Nov. 21 ----------------------------------------------------- The sale order hearing in connection with the sale of all or substantially all of the assets of Nutrition 21, Inc., and Nutrition 21, LLC, to N21 Acquisition Holdings, LLC, has been continued to Nov. 21, 2011, at 2:00 p.m. As reported in the TCR on Nov. 2, 2011, the U.S. Bankruptcy Court for the Southern District of New York approved on Sept. 22, 2011, the bidding procedures for the potential sale of all or substantially all of the assets of Nutrition 21, Inc., and Nutrition 21, LLC. The Debtors are authorized to grant a stalking horse bidder a break-up fee and expense reimbursement in an amount not to exceed 3.0% of the of the cash purchase price of the Purchased Assets and reimbursement for direct out of pocket expenses of up to $100,000. The Sale Hearing was scheduled for Nov. 3, 2011. About Nutrition 21 Purchase, N.Y.-based Nutrition 21, Inc. -- http://www.nutrition21.com/-- is a nutritional bioscience company that primarily develops and markets raw materials, formulations, compounds, blends and bulk and other materials to third-party non- end users to be further fabricated, blended or packaged for ultimate sales to end-users as nutritional supplements or otherwise. The Company holds more than 30 patents for nutrition products and their uses. Nutrition 21 and its debtor-affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26, 2011. Michael Friedman, Esq., and Keith N. Sambur, Esq., at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel. The Company entered into a Plan Support Agreement, dated as of Aug. 26, 2011, with holders of approximately 90% of the Company's outstanding Series J Preferred Stock. The holders of Series J Preferred Stock that are parties to the Plan Support Agreement have agreed, subject to certain conditions, to vote in favor of a plan of reorganization to be proposed by the Company in respect of the Bankruptcy Case, so long as that plan is consistent with the term sheet attached to the Plan Support Agreement setting forth material terms of a potential plan of reorganization. The Plan Term Sheet generally contemplates that the Debtors' assets will be sold or liquidated and distributed to holders of claims and equity interests in accordance with the statutory distribution and priority scheme established by the Bankruptcy Code. The Plan Term Sheet further contemplates that holders of the Company's common stock will receive interests in a liquidating trust entitling such holders to distributions only after holders of the Series J Preferred Stock have been paid in full. The Company believes that cash distributions on account of the Company's common stock are unlikely. OCIMUM BIO: Meeting to Form Creditors Committee on Nov. 14 ---------------------------------------------------------- Roberta DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Nov. 14, 2011, at 1:00 p.m. in the bankruptcy case of Ocimum Biosolutions, Inc.. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Ocimum Biosolutions, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-13310) on Oct. 17, 2011 in Delaware. Jeffrey M. Carbino, Esq. at Thorp Reed & Armstrong in Philadelphia, serves as counsel to the Debtor. The Debtor estimated up to $10 million in assets and debts. The petition was signed by Anuradha Acharya, chief executive officer. O.M.P. MANAGMENT: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: O.M.P. Managment, LLC 460 Woodland Street Manchester, CT 06040 Bankruptcy Case No.: 11-23204 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Debtor's Counsel: Patrick W. Boatman, Esq. LAW OFFICES OF PATRICK W. BOATMAN, LLC 111 Founders Plaza, Suite 1000 East Hartford, CT 06108 Tel: (860) 291-9061 Fax: (860) 291-9073 E-mail: pboatman@boatmanlaw.com Scheduled Assets: $492,321 Scheduled Debts: $1,170,613 The Company's list of its three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ctb11-23204.pdf The petition was signed by Murat Feratovic, member. OPEN RANGE: To Auction Off Assets on Nov. 14 -------------------------------------------- Andy Vuong at the Denver Post reports that the assets of Open Range Communications will be auctioned off Nov. 14, 2011, under procedures approved on Nov. 2, 2011, by U.S. Bankruptcy Court Judge Kevin Carey. According to the report, Open Range said it has secured a "stalking horse" agreement in which Minnesota-based Internet service provider totheHome.com will submit the opening bid of $2 million. The deal calls for Open Range to pay a break-up fee of $80,000 and reimburse expenses of up to $170,000 if it selects an offer from another company. The report adds that additional bids are due Nov. 11, 2011, and the hearing to finalize the sale is scheduled for Nov. 15, 2011. The report notes the creditors committee had objected to the fees, but Judge Carey ruled that they are "reasonable and appropriate." About Open Range Greenwood Village, Colo.-based Open Range Communications Inc., a provider of wireless broadband services to 26,000 rural customers in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-13188) on Oct. 6, 2011, to either sell the business or shut down and liquidate. Open Range disclosed about $114 million in assets and $110 million in debts. Open Range started its WiMax broadband and voice service in late 2009, backed by a $267 million loan from the U.S. Department of Agriculture?s Rural Utility Service and $100 million invested by One Equity Partners, a financing arm of JPMorgan Chase & Co. Judge Kevin J. Carey presides over the case. Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as bankruptcy counsel. Logan & Co. serves as claims agent. The petition was signed by Chris Edwards, chief financial officer. PARC AT ROGERS: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Parc at Rogers, Limited Partnership 2010 Valley View Lane, Suite 250 Dallas, TX 75234 Bankruptcy Case No.: 11-37025 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: John Paul Stanford, Esq. QUILLING, SELANDER, CUMMISKEY AND LOWNDS 2001 Bryan Street, Suite 1800 Dallas, TX 75201-4240 Tel: (214) 871-2100 Fax: (214) 871-2111 E-mail: jstanford@qsclpc.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Steven A. Shelley, vice president of T. Whitman, LLC, general partner. Debtor's List of Its eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Lawns of NW Arkansas Goods and/or $3,188 5766 N. Thompson, Suite D Services Bethel Heights, AR 72764 Carroll Electric Goods and/or $2,760 707 Southeast Walton Boulevard Services Bentonville, AR 72712 Waste Management Goods and/or $908 2900 W. 68th Street Services Little Rock, AR 72209 HD Supply Goods and/or $736 Services Team Becker Design Goods and/or $570 Services Pro Clean Goods and/or $452 Services Command Pest Goods and/or $318 Services Otis Spunkmeyer Goods and/or $209 Services PETRA FUND: Jack F. Williams Wants to be Discharged as Examiner --------------------------------------------------------------- Jack F. Williams, the duly-appointed examiner in the Chapter 11 cases of Petra Fund REIT Corporation, et al., asks the U.S. Bankruptcy Court for the Southern District of New York to enter an order: 1) discharging the examiner; 2) authorizing the disposition of documents obtained by the examiner in connection with the investigation and additional examination; 3) granting the examiner and his professionals relief from third-party discovery; and 4) exculpating the examiner and his professionals in connection with the investigation, additional examination, and reports. The Court approved the appointment of examiner on April 12, 2011, to investigate, among other things: (i) any and all transfers from the Debtors to affiliate entities, insiders, and third-parties (exclusive of JP Morgan Chase and Royal Bank of Scotland from Sept. 1, 2008, to Oct. 20, 2010; (ii) any and all transfers from the Debtors to the Warehouse Lenders in the 90 days prior to the Petition Date; and (iii) the circumstances relating to the payoff of the loan to the Debtors by Millennium Partners, including the sources of funds to make the payoff. Mesirow Financial Consulting, LLC, as financial advisor, and McKenna Long and Aldridge LLP, as counsel assisted the examiner in his invetigation. On June 14, 2011, the Court directed that the examiner conduct an additional examination with respect to three areas. First, the Court asked the examiner to analyze whether the payments of approximately $9.8 million by Petra REIT to PCM during the Two Year Period may be avoidable. Second, the Court asked the examiner to further inquire into the circumstances surrounding the repayment of the Millennium Loan. Third, the Court asked the examiner to further inquire into the CDO Transfers. With the filing of the second report, the examiner respectfully submits to the Court that he has fully completed his duties with respect to the investigation and additional examination. The examiner is represented by: Christopher F. Graham, Esq. MCKENNA LONG&ALDRIDGE LLP 230 Park Avenue New York, NY 10169 Tel: (212) 905-8300 Fax: (212) 922-1819 - and - Henry F. Sewell, Jr., Esq. David E. Gordon, Esq. MCKENNA LONG&ALDRIDGE LLP 303 Peachtree Street, Suite 5300 Atlanta, GA 30308 Tel: (404) 527-4000 Fax: (404) 527-4198 About Petra Fund Petra Fund REIT Corp. and its affiliates are in the business of originating, investing in, structuring and trading loans secured by commercial real-estate. Petra Offshore Fund LP is the parent. Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq., at Dickstein Shapiro, LLP. At the time of the filing, each of the Debtor estimated its assets at less than $10 million and its debts at more than $100 million. Petra Fund blamed its Chapter 11 filing on the extraordinary and unprecedented collapse of the credit and commercial real estate markets, which caused a mark-to-market value of its assets to plummet. PHILLIPS RENTAL: Can Access Banks' Cash Collateral Until Dec. 16 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee has authorized Phillips Rental Properties, LLC, to use cash collateral through 5:00 p.m. on Dec. 16, 2011, pursuant to a budget. Any variance in the expense figures in the interim budget in excess of 10% will require approval by the Court. Debtor is authorized to use cash collateral based on a pro-rata distribution of the rents and sale proceeds from each property in which the Banks have an interest. As adequate protection, Bank of Tennessee, Carter County Bank, Citizens Bank, Eastman Credit Union, First Tennessee Bank, Regions Bank and TriSummit Bank are granted interim replacement liens in and to all assets of the estate that are within the collateral descriptions of the Banks' loan and security documents. In addition, the Debtor is authorized and agrees to pay the amounts as set forth in the budget to the Banks within the time periods specified in the budget. The Debtor will maintain insurance coverage on all property of the estate, Workmen's Compensation Insurance and General Commercial Liability Insurance in a form and amount acceptable to the Bank and the United States Trustee. An adjourned hearing on the Debtor's continued use of cash collateral will be held on Dec. 13, 2011, at 9:00 a.m. As reported in the TCR on Dec. 28, 2010, the Debtor, along with Gary and Karla Phillips, is a co-maker and guarantor on notes with: Approximate Amount of Claim --------------------------- a. Bank of Tennessee $514,748 b. Carter County Bank $204,419 c. Citizens Bank $565,947 d. Eastman Credit Union $2,383,489 e. First Tennessee Bank $791,808 f. Regions Bank $3,770,512 g. TriSummit Bank $1,036,460 About Phillips Rental Properties Piney Flats, Tennessee-based Phillips Rental Properties, LLC, is primarily engaged in the business of real estate development for resale and rental or leasing of properties. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-53129) on Dec. 7, 2010. Fred M. Leonard, Esq. -- fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $13,499,682 in total assets and $9,650,892 in total liabilities. No unsecured creditors committee has been appointed in the case. PIONEER NATURAL: Fitch Affirms 'BB+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed and simultaneously withdrawn the ratings for Pioneer Natural Resources (Pioneer), as follows: -- Issuer Default Rating (IDR) at 'BB+'; -- Senior Unsecured Notes and Credit Facility at 'BB+'. Fitch will no longer provide rating coverage of Pioneer. Fitch has withdrawn the aforementioned ratings for business reasons. PITT PENN: Can Use Remaining Proceeds under Lender I/II Facilities ------------------------------------------------------------------ On Oct. 3, 2011, the U.S. Bankruptcy Court for the District of Delaware authorized Pitt Penn Holding Co., Inc., et al., to use the remaining loan proceeds under the Lender I (Omtammot, LLC) Facility and the Lender II (Omtammot II, LP) Facility (i) to pay outstanding administrative and professional claims, and (ii) to pay for operational expenses, in conformity with a budget. The Debtors may exceed items budgeted for any category by 10% and may deviate from any other budget line item by any amount provided that Debtors do not exceed the total amount budgeted for expenditures, taking into account the above referenced budgetary 10% cushion. Any funds budgeted but not expended by Debtors may by Debtors may be carried forward and expended during future budgeted periods. Any loan expense provided for will be subject to review by the Office of the U.S. Trustee. A copy of the budget is available for free at: http://bankrupt.com/misc/pittpenn.dkt881.budget.pdf About Industrial Enterprises Pittsburgh, Pennsylvania-based Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. PIVOTAL EDUCATIONAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Pivotal Educational Enrichment Centers, PEEC, INC. P.O. Box 711185 San Diego, CA 92171 Bankruptcy Case No.: 11-18146 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Michael A. Feldman, Esq. LAW OFFICES OF MICHAEL FELDMAN 2398 San Diego Avenue, Suite B San Diego, CA 92110 Tel: (619) 297-5811 Fax: (619) 297-5915 Email: brfcase1@aol.com Affordablebankruptcy@gmail.com Anthony@bklawyernow.com Scheduled Assets: $4,200 Scheduled Debts: $1,051,576 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Kim P. Huynh, president. PREMIER TRAILER: US Trustee and Fifth Street Oppose Plan Approval ----------------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, and Fifth Street Finance Corp. object to the Prepackaged Joint Plan of Reorganization of PTL Holdings LLC, et al. The Plan, according to the U.S. Trustee, is not confirmable because it contains an exculpatory provision that is contrary to applicable law in this District. Section XI.C. of the Plan, Exculpation, states that: As of and subject to the occurrence of the Effective Date, each of the Debtors, the Prepetition Agent, Holders of First Lien Credit Agreement Claims, Coda Capital Partners L.L.C. and its affiliates, Angelo, Gordon & Co. LP and its affiliates, and each of their respective Agents, shall neither have nor incur any liability to any Person or Entity for any act taken or omitted to be taken, in connection with, or related to, the formulation, preparation, dissemination, implementation, administration, Confirmation or consummation of the Plan or any contract, instrument, waiver, release or other agreement or document created or entered into, in connection with the Plan, or any other act taken or omitted to be taken in connection with the Cases; provided, however, that the foregoing provisions of this subsection shall have no effect on the liability of any Person or Entity that results from any such act or omission that is determined in a Final Order to have constituted gross negligence or willful misconduct. Roberta A. DeAngelis says the list of exculpated parties is too broad and should be limited to those parties who served in the capacity of estate fiduciaries, i.e., estate professionals and the Debtors' directors and officers. Fifth Street Finance Corp. (successor by merger to Fifth Street Mezzanine Partners III, L.P.), as administrative agent and lender under the credit agreement dated as of Oct. 23, 2007 (as amended, the "Second Lien Credit Agreement"), says the Plan fails to satisfy the fair and equitable and good faith requirements of the Bankruptcy Code. The Plan, according to Fifth Street, is premised upon an artificially depressed valuation of the Company, which, as a consequence, grossly overcompensates the Debtors' first lien lender -- Garrison Investment Group and its affiliates -- to the detriment of Fifth Street, the second lien lender, by distributing to Garrison stock in the reorganized Company and other consideration with a value far greater than the amount of its claims while providing zero recovery to Fifth Street and general unsecured creditors. Fifth Street claims that the Debtors' sole justification for the proposed plan treatment is the estimate of value set forth in the report of the Debtors' valuation expert, Lazard Middle Market, which shows a range of value from $74 million to $99 million, with a midpoint value of $86.5 million. Fifth Street is confident that it will demonstrate at the confirmation hearing and through the rebuttal report of its expert, Goldin Associates, LLC, that simply by correcting clear errors in the LMM Report the total enterprise value of the Company increases from a midpoint valuation of $86.5 million to $135 million, providing distributable equity value for Fifth Street of approximately $25 million on account of its approximately $27 million claim after satisfaction of Garrison's claim. The Plan, as proposed, however, provides 100% of the Company's distributable value on emergence to Garrison, which, based on the Goldin Report, provides Garrison with a 130% recovery on account of its first lien claims, while providing no recovery for Fifth Street. Fifth Street points out that the Goldin Report does not even take into account the need to make substantial positive modifications to management's low-ball financial projections. A comparison of the Company's actual performance as of July 31, 2011 year-to-date (the latest financial results provided to Fifth Street) to management's prior projections, makes it abundantly clear that management's projections are premised on unduly pessimistic and faulty assumptions about the Company and the trailer leasing industry. Indeed, although management projected EBITDA of $8.6 million through July 31, 2011, the Company's actual EBITDA was approximately $11.3 million for that period -- 31.6% higher than what management projected. It is these same unduly low projections on which both the Goldin and LMM valuation reports are based. Further, while Fifth Street gets nothing under the Plan, management stands to gain a substantial windfall -- in the form of equity and in-the-money stock options for 15% of the reorganized Company, which management believes will have an equity value of approximately $150 million within the next 30 months. Based on the facts at hand, it does not appear that the Debtors are seeking confirmation of the Plan in good faith, as required by the Bankruptcy Code. Thus, the Court must deny confirmation of the Plan. About Premier Trailer Leasing Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing, Inc., provide semi-trailer rentals, specializing in road-ready semi-vans and flatbeds for the mid-market segment of the transportation industry. Headquartered in Grapevine, Texas, they operate their business out of 19 branches in 15 different states in the United States. PTL Holdings and Premier sought bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12676) on Aug. 23, 2011. Brendan Linehan Shannon presides over the case. Pachulski Stang Ziehl & Jones LLP serves as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants, LLC, serves as claims and noticing agent. PTL Holdings estimated $100 million to $500 million in assets and debts. The petitions were signed by Scott J. Nelson, chief executive officer. Garrison Loan Agency Services LLC, the administrative agent under the First Lien Credit Agreement, is represented by Proskauer Rose LLP. Second lien lender Fifth Street Mezzanine Partners III, L.P., is represented by Young Conaway Stargatt & Taylor LLP and Kramer Levin Naftalis & Frankel LLP. On the Petition Date, the Debtors filed a Prepackaged Plan. The primary purpose of the Plan is to effectuate the restructuring and substantial de-leveraging of the Debtors' capital structure in order to bring it into alignment with the Debtors' present and future operating prospects and to provide the Debtors with greater liquidity. The Plan gives the First Lien Lenders, owed $84 million, 100% of the equity of reorganized Premier in exchange for the discharge of obligations owed under the First Lien Credit Agreement. Holders of Second Lien Credit Agreement Claims, worth $27,100,000, and holders of general unsecured claims, worth $550,000, will get nothing. A statutory committee of unsecured creditors has not been appointed in the Debtors' cases. PRESS PRINTING: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Press Printing Enterprises, Inc. P.O. Box 220 Fort Myers, FL 33902 Bankruptcy Case No.: 11-20564 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Charles PT Phoenix, Esq. PHOENIX LAW, PA 12800 University Drive, Suite 260 Fort Myers, FL 33907 Tel: (239) 461-0101 Fax: (239) 461-0083 E-mail: ch11@phxpa.com Scheduled Assets: $1,094,569 Scheduled Debts: $2,862,206 The Company's list of its seven largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb11-20564.pdf The petition was signed by Larry Luettich, president. PRIUM SPOKANE: Wants Case Dismissal, Conversion Plea Denied ----------------------------------------------------------- Prium Spokane Buildings, L.L.C., asks the U.S. Bankruptcy Court for the Eastern District of Washington to deny the motion to dismiss or convert the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Robert D. Miller Jr., the U.S. Trustee for Region 18 explained that the Debtor has not filed either a plan or a disclosure statement even though it has been nine months since the case was filed and four months since the date set for the filing of a plan and disclosure statement in the agreed scheduling order in the case. The Debtor asserts that dismissal or conversion would not be in the best interests of creditors. Further, the time that has elapsed without filing a plan and disclosure statement is due to the size and complexity of the case, and the associated issues that Prium Spokane is attempting to resolve prior to submitting a plan. The Debtor notes that the unusual circumstances exist as: 1) the case is intertwined with In re: Michael R. Mastro, a Chapter 7 bankruptcy proceeding filed in the U.S. Bankruptcy Court for the Western District of Washington in 2009, that is also large and complex; and 2) the claims of Sterling Savings Bank in the case are intertwined with claims held by that lender against the former members and managers of Prium Spokane, and with alleged equity membership interests in Prium Spokane. Prium Spokane tells the Court that it is working to draft a plan of reorganization with terms that would be acceptable to Sterling Savings Bank, and would recognize the competing interests of all parties. Prium Spokane believes that a plan of reorganization, preferably on a consensual basis, can be finalized and filed within 30 days. Prium Spokane is also confident that the plan would be confirmed within a reasonable period of time thereafter. The U.S. Trustee is represented by: James D. Perkins, Esq. United States Dept. of Justice 920 West Riverside, Room 593 Spokane, WA 99201 Tel: (509) 353-2999 Fax: (509) 353-3124 About Prium Spokane Buildings, L.L.C. Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 10-06952) on Dec. 16, 2010. Davidson Backman Medeiros PLLC, represents the Debtor. The Debtor disclosed $17,042,743 in assets and $34,723,584 in liabilities as of the Chapter 11 filing. There was no creditors committee appointed in the case. PROFESSIONAL VETERINARY: Inks Stalking Horse Purchase Agreement --------------------------------------------------------------- In a regulatory filing Friday, Professional Veterinary Products, Ltd., discloses that the Company and Sergeant's Pet Care Products, Inc., a Nevada corporation, entered into a Real Estate Purchase and Sale Agreement on Oct. 31, 2011, pursuant to which the Company agreed to sell the corporate headquarters and warehouse facility of the Company located in Omaha, Nebraska and related assets for $4.9 million, subject to adjustment in accordance with the terms of the Real Estate Sale Agreement. The Real Estate Sale Agreement serves as a stalking horse bid in an auction pursuant to Section 363 of the Bankruptcy Code. The auction process permits competing bids to be submitted no later than Nov. 15, 2011, and requires payment of a $150,000 break-up fee to Purchaser if any party other than Purchaser becomes entitled to purchase the property subject to the Real Estate Sale Agreement as a result of the auction process. The Company and the Purchaser made customary representations, warranties and covenants in the Real Estate Sale Agreement, and the sale contemplated by the Real Estate Sale Agreement is subject to customary closing conditions, including approval by the Bankruptcy Court. A copy of the Real Estate Sale Agreement is available for free at: http://is.gd/YBWo8X About Professional Veterinary Products Professional Veterinary Products Ltd. -- http://www.pvpl.com/-- operates a veterinary supply company owned and managed by veterinarians. Professional Veterinary sought Chapter 11 protection from creditors on August 20, 2010, in Omaha, Nebraska (Bankr. D. Neb. Case No. 10-82436). Affiliates ProConn and Exact Logistics also filed for Chapter 11. The Company reported $89.79 million in total assets, $78.23 million in total liabilities, and $11.56 million in stockholders' equity at April 30, 2010. The Company hired McGrath North Mullin & Kratz PC LLC, as bankruptcy counsel and Alliance Management as financial and restructuring advisors. PUNTA GORDA: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Punta Gorda Lodging, LLC 1250 Tamiami Trail North, Suite 211 Naples, FL 34102 Bankruptcy Case No.: 11-20534 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Judge: Jeffery P. Hopkins Debtor's Counsel: Leon A. Williamson, Jr., Esq. LEON A. WILLIAMSON, JR., P.A. 306 S. Plant Avenue, Suite B Tampa, FL 33606 Tel: (813) 253-3109 Fax: (813) 253-3215 E-mail: leon@lwilliamsonlaw.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 nine largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb11-20534.pdf The petition was signed by James W. Field, managing member. QIAO XING UNIVERSAL: Gets Nasdaq Notification of Non-Compliance --------------------------------------------------------------- Qiao Xing Universal Resources, Inc. received a letter from The Nasdaq Global Market on Oct. 31, 2011 stating that for the previous 30 consecutive business days, the bid price of the Company's common stock closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 5450(a)(1). The Nasdaq letter has no immediate effect on the listing of the Company's common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), XING has 180 calendar days from the date of the Nasdaq letter, or until April 30, 2012, to regain compliance by maintaining a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days. If at any time before April 30, 2012, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of ten consecutive business days, Nasdaq will notify the Company that it has achieved compliance with the Minimum Bid Price Rule. If the Company does not regain compliance by April 30, 2012, Nasdaq will provide written notification to the Company that the Company's common stock is subject to delisting. If the Company receives notice that its common stock is being delisted from The Nasdaq Global Market, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a Nasdaq Hearings Panel. Alternatively, Nasdaq may permit the Company to transfer its common stock to The Nasdaq Capital Market if it satisfies the requirements for initial inclusion set forth in Marketplace Rule 5505, except for the bid price requirement. If its application for transfer is approved, the Company would have an additional 180 calendar days to comply with the Minimum Bid Price Rule in order to remain on The Nasdaq Capital Market. The Company intends to actively monitor the closing bid price of its common stock between now and April 30, 2012 and will evaluate available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule. About Qiao Xing Qiao Xing Universal Resources, Inc. is a leading player in the molybdenum mining industry with substantial assets in the resources industry. XING focuses on mining and processing rare metal ores and several strategically important base-metal ores, including molybdenum, copper lead and zinc. XING currently owns a 100% equity interest in Balinzuo Banner Xinyuan Mining Co., Ltd. and a 34.53% equity interest in Chifeng Aolunhua Mining Co., Ltd, as well as the right to receive 100% of the expected economic residual returns from Chifeng Haozhou Mining Co., Ltd. R.E. LOANS: Stutman Treister and Gardere Approved as Co-Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized R.E. LOANS, LLC, et al., to employ Stutman, Treister & Glatt, P.C. as reorganization counsel, and Gardere Wynne Sewell LLP as co-counsel. The Court ordered that these additional procedures will be followed by Gardere and ST&G: a. prior to commencing work on any motion, adversary or similar proceeding, one partner from either Gardere or ST&G will be assigned primary responsibility; b. if ST&G has primary responsibility for the matter, Gardere attorneys may discuss or review that motion to address local rules, Fifth Circuit and Texas precedents and how such matters have previously been handled by the Court; c. if Gardere has primary responsibility for the matter, ST&G's partner's roles will be limited to providing information and ensuring the matter is handled consistently with the Debtors' actions on a broader basis, attorneys at ST&G who are not partners may prepare drafts of the pleadings for review by Gardere; d. as a general rule, ST&G will be lead counsel; however Gardere will maintain a more active role than pure local counsel; e. Gardere will be primarily responsible for administrative pleadings (as extensions of schedules, utilities, bank accounts, preparing agendas, preparing exhibits) and ST&G will be primarily responsible for more operational oriented matters and adversarial matters (such as financing, sale of assets). With regard to such matters, there may be times where the two firms agree to switch primary responsibility based on one firm having specialized expertise or there being other considerations that dictate that firm to handle the matter in a more economically efficient manner. Under these circumstances, the non-primary firm will provide only a limited role; f. ST&G will be primarily responsible for communicating and otherwise interfacing with the Official Committee of Noteholders and Wells Fargo Capital Finance, LLC (and other related entities); To the best of the Debtors' knowledge, ST&G is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About R.E. Loans R.E. Loans LLC was, for many years, in the business of providing financing to home builders and developers of real property. R.E. Future LLC and Capital Salvage own the real property obtained following foreclosure proceedings initiated by R.E. Loans against its borrowers. R.E. Loans is the sole shareholder of Capital Salvage and the sole member of R.E. Future. B-4 Partners LLC is the sole member of R.E. Loans. As a result of the multiple defaults by R.E. Loans' borrowers, R.E. Loans has transitioned from being a lender to becoming a property management company. Lafayette, California-based R.E. Loans, R.E. Future and Capital Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011. Judge Barbara J. Houser presides over the case. Stutman, Treister & Glatt and Gardere, Wynne and Sewell, represent the Debtors as counsel. James A. Weissenborn at Mackinac serves as R.E. Loans' chief restructuring officer. The Debtors tapped Hines Smith Carder as their litigation and outside general counsel. R.E. Loans disclosed $713,622,015 in assets and $886,002,786 in liabilities as of the Chapter 11 filing. William T. Neary, the U.S. Trustee for Region 6, appointed 12 members to the Official Committee of Noteholders of R.E. Loans LLC. REALOGY CORP: Incurs $27 Million Net Loss in Sept. 30 Quarter ------------------------------------------------------------- Realogy Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $27 million on $1.15 billion of net revenues for the three months ended Sept. 30, 2011, compared with a net loss of $33 million on $1.05 billion of net revenues for the same period during the prior year. The Company also reported a net loss of $285 million on $3.16 billion of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $7 million on $3.12 billion of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $7.89 billion in total assets, $9.24 billion in total liabilities and a $1.34 billion total deficit. "Despite difficult macro-economic issues, our third quarter produced 10% revenue growth and 8% growth in our EBITDA before restructuring and other items," said Richard A. Smith, Realogy's president and chief executive officer. "Given the macroeconomic headwinds facing the housing market, our operating performance has shown resilience. We believe we are substantially advantaged with our leaner, highly variable cost model, a capital structure that includes $2.1 billion of convertible debt and the continued support of our largest investors. We are fortunate to have market-leading brands, a talented workforce and a stable and results-oriented management team committed to the long-term success and growth of our business." A full-text copy of the Form 10-Q is available for free at: http://is.gd/lFl7BJ 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 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. In February, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'CCC' from 'CC'. The rating outlook is positive. REDDY ICE: Moody's Lowers CFR to Caa1; Outlook Negative ------------------------------------------------------- Moody's Investors Service lowered Reddy Ice Holdings, Inc.'s corporate family and probability-of-default ratings to Caa1 from B3, and its $12 million senior discount notes due 2012 to Caa3 from Caa2. Moody's also lowered the rating on Reddy Ice Corporation's $300 million first lien senior secured notes due 2015 to B3 from B2 and the $139 million second lien notes due 2015 to Caa3 from Caa2. The ratings outlook remains negative. The speculative grade liquidity rating was affirmed at SGL-3. Ratings downgraded: Reddy Ice Holdings, Inc. Corporate family rating to Caa1 from B3; Probability of default rating to Caa1 from B3; $12 million 10.5% senior discount notes due 2012 to Caa3 (LGD6, 96%) from Caa2 (LGD6, 96%). Reddy Ice Corporation $300 million first lien senior secured notes due 2015 to B3 (LGD3, 38%) from B2 (LGD3, 37%); $139 million second lien senior secured notes due 2015 to Caa3 (LGD5, 84%) from Caa2 (LGD5, 84%). Rating affirmed: Reddy Ice Holdings, Inc. Speculative grade liquidity rating at SGL-3. RATINGS RATIONALE The ratings downgrade reflects Moody's expectation that Reddy Ice's operating performance is unlikely to materially improve over the foreseeable future given the uncertain macro environment and the competitive nature of the U.S. packaged ice industry. Credit metrics have weakened and are more reflective of a Caa1 rating with debt to EBITDA in excess of 8.0 times, EBITA to interest of 0.4 times, and negative free cash flow through the twelve months ended June 30, 2011. According to Moody's Analyst Daniel Marx, "In Moody's view, EBITDA is unlikely to improve sufficiently in the near to medium term to justify a B3 rating." The rating agency forecasts debt to EBITDA in the range of 7.0 to 7.5 times and EBITA to interest of 0.5 to 0.7 times over the next 12-18 months, along with continued negative free cash flow. The Caa1 rating derives some support from Reddy Ice's large-scale in the packaged ice industry, favorable geographic footprint, and the benefits associated with its strategic growth and operational initiatives. The affirmation of the SGL-3 speculative grade liquidity rating reflects Moody's view that the company will maintain an adequate liquidity profile over the next twelve months due to available capacity under its revolving credit facility and very good cushion under financial covenants, though offset by expectations for negative free cash flow. The negative outlook continues to reflect Moody's concern over the company's high financial leverage and weak interest coverage, particularly within the context of the continued uncertain macro environment. The ratings could be downgraded if Reddy Ice's operating performance deteriorates or there is a weakening of its liquidity profile, including increased usage of the revolving credit facility beyond typical seasonal needs. Upwards rating pressure would require that Reddy Ice expand its earnings organically and/or through acquisitions such that debt to EBITDA is sustained below 6.0 times, EBITA coverage of interest expense reaches 1.0 times, and free cash flow is positive on a sustained basis. The principal methodology used in rating Reddy Ice Holdings, Inc. was the Global Packaged Goods Industry Methodology published in July 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. Reddy Ice Holdings, Inc. through its wholly-owned subsidiary, Reddy Ice Corporation, manufactures and distributes packaged ice products. Revenues were approximately $320 million for the twelve months ended June 30, 2011. RISHI AND MOONI: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Michael Shaw, staff writer at Sacramento Business Journal, reports that Rishi and Mooni LP filed for Chapter 11 bankruptcy protection on Oct. 31, 2011, listing debts of $10 million to $50 million, and assets of less than $10 million. . The report notes the bankruptcy filing comes just a month after more than 80 tenants filed suit against the former owners, alleging the apartments were in deplorable condition including inset infestations, broken doors, inoperable heating and cooling units, and toxic mold. The report relates that the complex received more than 100 violations from the city of Rancho Cordova. The company lost the holdings through a foreclosure last year. Rishi and Mooni LP is the former owner of a Rancho Cordova apartment complex. The Company owned the Carriage House apartments at 2830 Mills Park Drive and 10531 Mills Tower Road. RIVER ROCK: Moody's Cuts Probability of Default Rating to 'D' ------------------------------------------------------------- Moody's Investors Service lowered River Rock Entertainment Authority's ("RREA" or "Authority") Probability of Default Rating ("PDR") to D from Caa2 and its Corporate Family Rating ("CFR") to Ca from Caa2. The rating outlook is stable. Concurrently, Moody's withdrew the B3 ratings on the proposed $110 million senior secured series A notes and $95 million senior secured series B notes. The rating action is as follows: Corporate Family Rating to Ca from Caa2 Probability of Default Rating to D from Caa2 $200 million senior notes due November 2011 to Ca (LGD4, 50%) from Caa2 (LGD 4, 50%) Rating withdrawn: $110 million senior secured series A notes due 2018 at B3 (LGD 3, 46%) $95 million senior secured series B notes due 2018 at B3 (LGD 3, 46%) RATINGS RATIONALE Moody's rating action was prompted by the Authority's inability to complete the proposed refinancing transaction on time, resulting in non-payment of the principal amount due on its existing debt of $200 million senior secured notes on their maturity date of November 1, 2011, which Moody's views as a default. The downgrade of the CFR to Ca reflects Moody's view that the current debt holders could incur a possible material impairment in the debt restructuring process. The company is in discussion with lenders and has entered into a forbearance and support agreement dated November 2, 2011 with approximately 60% of note holders that contemplates an exchange offer. The principal methodology used in rating River Rock was the Global Gaming 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. River Rock is an unincorporated governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federally recognized Indian tribe with 947 enrolled members and an approximately 75-acre reservation in Sonoma County, California. River Rock was formed in 2003 to own and operate the River Rock Casino, which reported approximately $122 million in net revenues for the last twelve-month period ended June 30, 2011. ROBERT COOK: May Lose 7% Stake in Sacramento Kings in Chapter 11 ---------------------------------------------------------------- Dale Kasler at the Sacramento Bee reports that Robert Cook, who's been a part owner of the Sacramento Kings since the 1980s, is buried under millions of dollars of debt and could surrender his 7% share of the team. According to the report, Mr. Cook's financial troubles stem from the construction of Le Rivage, the upscale hotel he opened on the Sacramento River in 2008. The hotel defaulted on its debt last year, and Mr. Cook filed for Chapter 11 personal bankruptcy protection in August. The report says Martin Boone, managing member of a Capitola firm called Omni Financial, one of Mr. Cook's creditors, said he is trying to drag into Bankruptcy Court the partnership through which Mr. Cook holds his Kings ownership stake. "We're just trying to get repaid," said Mr. Boone says. The report relates tat it's unclear what will happen to Mr. Cook's 7% stake in the team. In court papers, Mr. Cook says his Kings ownership stake is exempt from the bankruptcy proceedings. He said the same is true for his 100% ownership of the Sacramento Capitals tennis team. When Mr. Cook filed for bankruptcy, he listed assets of $858,000 and debts of $48.3 million. On Oct. 20, 2011, Cura Financial LLC of Capitola, California, filed an involuntary chapter 11 petition in the Eastern District of California bankruptcy court in Sacramento against an entity named Kings Professional Basketball Club, asserting its interest as that of a general partner. ROBERTS LAND: Plan Confirmation Hearing Continued Until Jan. 13 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has continued until Jan. 13, 2012, at 9:00 a.m., the hearing to consider confirmation of Roberts Land & Timber Investment Corp.'s Chapter 11 Plan. As reported in the Troubled Company Reporter on Oct. 4, 2011, the Amended Plan provides that at the sole and exclusive option of the Debtors, which will be exercised prior to the conclusion of the confirmation hearing, the Debtors will inform the Court of their determination to invoke and implement either Plan Treatment I or Plan Treatment II of Class 4 Secured Claim of Farm Credit of Florida, ACA, as successor by merger to Farm Credit of North Florida, ACA. Farm Credit holds a first priority mortgage lien in various tracts of real property to secure an indebtedness of $11,300,819. Regardless which alternative Plan Treatment is selected by the Debtors, the Debtor, Roberts Land & Timber Investment Corp., and its president, Avery C. Roberts, will within reason continue to provide active management and consulting services as may be requested by Farm Credit with respect to the continued development, marketing, leasing and sale of the Woodstock Industrial Site being conveyed to Farm Credit under the Amended Plan. A copy of the Third Amended Plan is available for free at: http://bankrupt.com/misc/ROBERTSLAND_3rd_Amended_Plan.pdf The Court will also consider Farm Credit of Florida, ACA's motion for relief from the automatic stay or, alternatively, to dismiss cases. The TCR reported on Aug. 3, 2011, Farm Credit asked the Court to lift the automatic stay, or alternatively, to dismiss the Debtors' cases, citing: i) the Debtors' cases have not been filed in good faith. Rather than litigating a foreclosure action with Farm Credit in state court, the Debtors chose to file for Chapter 11 to invoke the automatic stay; ii) the Debtors' Plan cannot be confirmed because the Plan provides Farm Credit with only a portion of its collateral in full satisfaction of its claims. iii) in addition to the "occasional and infrequent"sale of the Real Property, the Debtors' only income is approximately $8,000 per year from a hunting lease. The remainder of the Debtors' income consists of mortgage receivables pledged to Community State Bank and used to service its debt. iv) the Debtors lack sufficient income to adequately protect Farm Credit's interest in the Real Property. v) Debtors has no equity in the Real Property and the Real Property is not necessary for an effective reorganization. About Roberts Land & Timber Investment Corp. Roberts Land & Timber Investment Corp. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on May 25, 2011. Andrew J. Decker, III, Esq., at The Decker Law Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor. Affiliate Union Land & TimberCorp. also sought Chapter 11 protection (Case No. 11-03853). The Debtors are real estate holding and development companies as well as holder of private mortgages. The Debtors receive income from the sale and development of real estate, management of real estate developments, mortgage receivables, cattle grazing leases and hunting leases. In its schedules, Roberts Land disclosed assets of $26.7 million with debt totaling $12.2 million, all secured. The principal properties are 1,500 acres in Baker County, Florida and 3,300 acres in Union County, Florida. In its schedules, Union Land disclosed $2,376,170 in assets and $11,945,819 in liabilities as of the petition date. ROCKWOOD SPECIALTIES: Fitch Withdraws 'BB' Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings has affirmed and withdrawn the Issuer Default Rating (IDR) and issue ratings for Rockwood Specialties Group, Inc. Fitch has withdrawn the aforementioned rating for business reasons. The rating is no longer relevant to the agency's coverage. Fitch affirms and withdraws the following ratings: -- IDR at 'BB'; -- Senior secured revolving credit facility at 'BB+'; -- Senior secured term loans at 'BB+'; -- Senior subordinated notes at 'BB-'. SALLY HOLDINGS: Moody's Gives B1 Rating to $450MM Notes Offering ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Sally Holdings LLC's proposed $450 million senior unsecured note offering to be issued under rule 144A. The assigned rating is subject to the receipt and review of final documentation and closing of a proposed refinancing transaction. Concurrently, Moody's upgraded Sally's existing ratings, including its Corporate Family Rating to Ba3 from B1, and affirmed the company's SGL-1 Speculative Grade Liquidity Rating. The ratings outlook is stable. Proceeds from the proposed note offering will be used to refinance the company's existing senior unsecured notes due 2014 and pay related fees and expenses related to the transaction. Ratings assigned: -- $450 million senior unsecured notes due 2019 at B1 (LGD5, 71%) Ratings upgraded: -- Corporate Family Rating to Ba3 from B1; -- Probability of Default Rating to Ba3 from B1; -- Senior secured term loan-B to Ba2 (LGD3, 30%) from Ba3 (LGD3, 35%); -- Senior subordinated notes to B2 (LGD6, 92%) from B3 (LGD6, 92%) Ratings upgraded, to be withdrawn at the completion of the refinancing transaction: -- Senior unsecured notes due 2014 to B1 (LGD5, 71%) from B2 (LGD5, 74%) Rating affirmed: -- Speculative Grade Liquidity rating at SGL-1 RATINGS RATIONALE "The upgrade reflects the continued improvement in Sally's operating performance and credit metrics," said Moody's analyst, Mike Zuccaro. For the latest twelve month period ended June 30, 2011, lease-adjusted debt/EBITDA declined below 4.4 times, down from over 5.2 times at the end of fiscal 2010. The company continues to apply free cash flow towards debt reduction while also investing in growth, both through new store openings and tuck-in acquisitions. Profitability continues to improve due to increased mix of exclusive label products, customer mix shift toward higher margin retail customers, as well as sourcing and other cost cutting initiatives. The stable outlook reflects the expectation for continued profitable growth and leverage improvement over the intermediate term, along with conservative financial policies and maintenance of strong liquidity. An upgrade would require further improvement in operating performance and leverage reduction, as well as comfort on Moody's part that Sally's financial policies will remain conservative. An upgrade will also require the company to maintain solid liquidity, including the refinancing of its term loan that matures in November 2013. Quantitatively, reducing debt/EBITDA to less than 3.75 times while EBITA/Interest remains above 3.25 times on a sustained basis could result in a ratings upgrade. A ratings downgrade could occur if operating performance were to show signs of deterioration, financial policies were to become more aggressive, or the company were unable to maintain adequate liquidity by refinancing its term loan well ahead of its maturity. Quantitatively, the rating could be downgraded if debt/EBITDA increased above 4.5 times, or if EBITA/interest fell below 2.5 times on a sustained basis. The principal methodology used in rating Sally Holdings LLC was the Global Retail Industry Methodology, published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sally Holdings LLC, based in Denton, Texas, is a leading retailer and distributor of beauty products with over 4,000 stores in 10 countries. Revenues approached $3.2 billion for the latest twelve month period ended June 30, 2011. SM ENERGY: Moody's Assigns B1 Rating to $300MM Sr. Secured Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to SM Energy Company's (SM Energy) offering of $300 million senior unsecured notes due 2021. The proceeds of the offering will be used to repay revolver borrowings and for general corporate purposes. The rating outlook is stable. RATINGS RATIONALE "This bond offering provides SM Energy with ample funding for its 2012 capital spending plan and the anticipated redemption of its convertible notes next year," commented Pete Speer, Moody's Vice President. "While SM Energy's debt levels are rising rapidly, Moody's expects the company's production and reserve volume growth to keep pace and maintain the company's relatively low financial leverage metrics over the course of 2012." SM Energy's Ba3 Corporate Family Rating (CFR) is supported by its sizable production and proved reserve scale, significant and growing exposure to oil and natural gas liquids production, and leverage metrics that are among the lowest of its peer group. The company is pursuing rapid production growth in the Eagle Ford shale, where it holds sizable operated and non-operated acreage positions. SM Energy also has positions in the Bakken and Granite Wash where it is increasing capital spending, while it expects to reduce its drilling activities in the Haynesville shale in 2012 as it winds down its drilling requirements in that dry natural gas play. The company's current guidance for 2012 capital spending is roughly flat with 2011 levels, resulting in a smaller but still significant $300 to $350 million funding gap in excess of operating cash flows at current commodity price levels and hedging in place. The high rate of production growth that the company is pursuing entails execution risks that could result in higher costs and leverage metrics than planned. Moody's stable outlook is based on the expectation that SM Energy's production and proved reserve growth over the remainder of 2011 and 2012 will be sufficient to keep leverage on production and proved developed (PD) reserves at levels consistent with its Ba3 CFR. Pro forma for the senior notes offering, debt/average daily production at September 30, 2011 was approximately $12,500/boe. If SM Energy increases its reserve and production scale at competitive F&D costs while returning its leverage metrics to historical ranges the ratings could be upgraded. Leverage on production and PD reserves around $10,000/boe and $5/boe with PD reserves approaching 175 million boe would be supportive of a Ba2 rating. On the contrary, if the production and proved reserve response from the large capital investments is weaker than expected, then leverage could increase further and pressure the ratings. Debt/average daily production sustained above $17,500/boe or Debt/PD above $8/boe could result in a negative outlook or ratings downgrade. The B1 rating on the proposed $300 million senior notes reflects both the overall probability of default of SM Energy, to which Moody's assigns a PDR of Ba3, and a loss given default of LGD 5 (70%). The company has a committed $1 billion senior secured revolving credit facility, $350 million of senior notes due 2019 and $287.5 million senior convertible notes. Both the new and existing senior notes and senior convertible notes are unsecured and have no subsidiary guarantees. Therefore all the notes are subordinate to the senior secured credit facility's potential priority claim to the company's assets. The size of the potential senior secured claims relative to the unsecured notes outstanding results in the senior notes being notched one rating beneath the Ba3 CFR under Moody's Loss Given Default Methodology. The principal methodology used in rating SM Energy 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. SM Energy Company is an independent exploration and production company based in Denver, Colorado. SOLYNDRA LLC: Legislator Seeks Probe on Aborted Navy Contract ------------------------------------------------------------- Deborah Solomon, writing for The Wall Street Journal, reports that Missouri Rep. Todd Akin, chairman of a House Armed Services subcommittee, sent a letter to Defense Secretary Leon Panetta requesting information about a $400,000 contract Solyndra LLC stood to get with the U.S. Navy before filing for bankruptcy in September. The Wall Street Journal reported last month that a major investor in Solyndra helped the firm compete for a contract to provide solar panels at military facilities. In an Oct. 26 letter, WSJ relates, Mr. Akin asked the Defense Department whether there were "any political appointees involved in the decision making process." He requested information about how Solyndra was picked as a finalist for the contract, who made the decision and whether there was any contact between White House, the Department of Energy and the decision makers. WSJ notes Solyndra was promoted to the Navy by RockPort Capital, one of the firm's largest investors and board members, which has a seat on a Pentagon panel that helps the government find emerging technologies. RockPort recommended Solyndra along with four other companies to the Pentagon's Defense Venture Catalyst Initiative panel, or DeVenCi. In the end, the negotiations for Solyndra's inclusion in a $1 million pilot program fell apart when the Navy learned about the company's pending bankruptcy filing. The Journal says Solyndra was among 161 companies recommended to DeVenCi and one of about 30 tapped to meet with a top Navy official. 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 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. Solyndra is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are Evergreen Solar and start-up Spectrawatt Inc., both of which filed in August, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. SPAXON CORP: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Spaxon Corp II 3200 N. Ocean Boulevard, #909 Fort Lauderdale, FL 33308 Bankruptcy Case No.: 11-40613 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Lynn H. Gelman, Esq. LYNN H. GELMAN, P.A. 1450 Madruga Avenue, #302 Coral Gables, FL 33146 Tel: (305) 668-6681 Fax: (305) 668-6682 E-mail: lynngelman@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company's list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flsb11-40613.pdf The petition was signed by Philip L. Spages, president. SPECTRUM BRANDS: Moody's Rates $200MM Note Offering at 'B1' ----------------------------------------------------------- Moody's Investors Service rated a $200 million add on senior secured note offering of Spectrum Brands ("Spectrum or Spectrum Brands") B1. At the same time, the following ratings were affirmed: B1 Corporate Family Rating, B1 probability of default rating, B1 term loan rating, B1 secured note rating, B3 subordinated note rating and SGL-2 speculative grade liquidity rating. The rating outlook remains stable. The proceeds from the notes are intended to be used for general corporate purposes, which may include, among other things, working capital needs, the refinancing of existing indebtedness, the expansion of the business, and possible future acquisitions. "We think the most likely use of the proceeds will be to fund small acquisitions such as the recently announced asset acquisition of the Black Flag(R) and TAT(R) brands from The Homax Group," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. Absent acquisitions, Moody's thinks the proceeds would be used to repay its term loan. "Spectrum's commitment to paying down debt is evident by its actions so far this year, where they have repaid over $200 million of debt," added Cassidy. The B1 Corporate Family Rating reflects Spectrum's high, albeit decreasing, financial leverage at over 4.5x and its modest size with revenues around $3 billion. The highly competitive industry that Spectrum operates in competing against bigger and better capitalized companies also constrains the rating. Spectrum's history of being financially aggressive, culminating with the February 2009 bankruptcy is a constraint, although this factor is becoming less important as time goes on. Spectrum's ratings benefit from its good product diversification with products ranging from personal care items, to pet food and small appliances. The B1 Corporate Family Rating also reflects the general stability in performance during the recession and Moody's expectation that credit metrics will continue improving in the near to mid-term. Spectrum's good liquidity profile is also reflected in the rating as is its increasing international penetration. The stable outlook incorporates Moody's expectation of modest revenue and earnings growth with a continued focus of reducing debt. Moody's expectation that Spectrum will maintain a strong liquidity profile and will not engage in any material shareholder friendly moves in the near to mid-term is also reflected in the stable outlook. There is no near term pressure for the rating to be upgraded. Over the longer term, the rating could be upgraded if the company were to meaningfully improve profitability in the face of high raw material prices and continues to pay down debt. Key credit metrics necessary for an upgrade would be debt/EBITDA well below 4x (currently over 4.5x) and EBITA margins in the mid teens. There is also no near term pressure for the rating to be downgraded. The two biggest risks that could result in a downgrade over the longer term are aggressive capital structure moves by Harbinger and excessively high raw material costs that cannot be passed through to retailers. Key credit metrics driving a downgrade are debt/EBITDA over 5.5x on a sustained basis and mid single digit operating margins (currently in the low teens). The following rating was assigned: $200 million tack-on senior secured notes at B1 (LGD3, 48%); The following ratings were affirmed: Corporate Family Rating at B1: Probability of default rating at B1: $750 million senior secured notes at B1 (LGD3, 48% - no change to LGD assessment); $750 million senior secured term loan ($550 million outstanding) at B1 (LGD3, 48% - no change to LGD assessment); $231 senior subordinated notes due 2013 to B3 (LGD 6, 91% from 90%); Speculative grade liquidity rating at SGL 2 Moody's subscribers can find further details in the Spectrum Brands Credit Opinion published on Moodys.com. For additional information, please refer to Moody's Credit Opinion of Spectrum Brands published on Moodys.com. The principal methodology used in rating Spectrum Brands was Moody's Global Packaged Goods Industry methodology published in July 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. Headquartered in Madison, Wisconsin, Spectrum Brands, Inc. is a global consumer products company with a diverse product portfolio including consumer batteries, lawn and garden, electric shaving and grooming, and household insect control. Sales for the twelve months ended July 3, 2011 approximated $3.1 billion. SPRINT NEXTEL: Fitch Assigns 'BB' Rating to Jr. Unsecured Notes --------------------------------------------------------------- Fitch Ratings has assigned ratings to Sprint Nextel Corporation's benchmark-sized offering. This includes a 'BB/RR2' rating to the junior guaranteed unsecured notes due 2018 and a 'B+/RR4' rating to the unsecured senior notes due 2021. The company intends to use the net proceeds from the offering of the notes for general corporate purposes, which may include redemptions or service requirements of outstanding debt, network expansion and modernization and potential funding of Clearwire Corporation. Fitch has also affirmed the following ratings at Sprint Nextel and its subsidiaries: Sprint Nextel Corporation (Sprint Nextel); -- Issuer default rating (IDR) at 'B+'; -- Senior Unsecured Credit Facility at 'BB/RR2'; -- Senior Unsecured Notes at 'B+/RR4'; Sprint Capital Corporation; -- Issuer default rating (IDR) at 'B+'; -- Senior Unsecured Notes at 'B+/RR4'; Nextel Communications Inc. (Nextel); -- Issuer default rating (IDR) at 'B+'; -- Senior Unsecured Notes at 'B+/RR4'. The Rating Outlook on Sprint Nextel and its subsidiaries is Negative. The benchmarked-sized debt issuance takes a material step toward reducing the refinancing risk and improving Sprint Nextel's constrained liquidity position. Sprint Nextel has indicated requirements to raise $5 billion to $7 billion of external funding through 2013, of which $4 billion is related to refinancings of existing debt maturities in the next two years. The company's liquidity at the end of the third quarter 2011 was approximately $5 billion, including $4.0 billion in cash. The junior guaranteed unsecured notes benefit from an upstream guarantee from all material operating subsidiaries. This guarantee is subordinated in right of the subsidiary guarantees under the credit agreement. Fitch has assigned a 'BB/RR2' rating to the junior unsecured guaranteed notes, the same as the credit facility. This reflects expectations for superior recovery prospects under a bankruptcy scenario due to the relative size of the loss cushion in the waterfall analysis behind the junior unsecured guaranteed notes. The Sprint Nextel credit agreement allows sizeable carve-outs for additional senior indebtedness. The carve-outs include unsecured junior guaranteed indebtedness that is subordinated in right of subsidiary guarantees to the credit facilities not to exceed $4 billion. The unsecured junior guaranteed debt is senior to the unsecured notes at Sprint Nextel, Sprint Capital Corporation and Nextel Communications Inc. The unsecured senior notes at these entities are not supported by an upstream guarantee from the operating subsidiaries. The credit agreement additionally allows capacity for unsecured senior guaranteed indebtedness of $2 billion. This debt would benefit from the same guarantee and rank equally in right of payment to the unsecured credit facilities. Vendor financing could also be used, secured by network related infrastructure. Sprint Nextel indicated the potential for $1 billion to $3 billion of vendor financing. Consequently Fitch expects Sprint Nextel could pursue options for further debt financing that will place additional indebtedness ahead of the senior unsecured notes (no upstream guarantees) thereby diminishing recovery prospects. Under this scenario, the senior unsecured notes could then be downgraded an additional notch as the capital structure further evolves. Sprint Nextel recently amended and added an incremental $150 million to its $2.24 billion unsecured revolving credit facility that expires in October 2013. Sprint negotiated an amendment to the credit facility to give it cushion relief during the next six quarters, as iPhone-related losses would cause the company to breech the covenant at some point in 2012. The leverage ratio will reduce to 4.25 times (x) beginning in April 2012 and again to 4.00x in January 2013. Fitch expects Sprint would likely need to consider parameters for a new facility by the end of 2012 given the 2013 maturity. The ratings have limited flexibility for execution missteps, weakened core operational results, significantly higher cash requirements, or lack of expected benefits from the network modernization project. Fitch expects leverage for Sprint Nextel to peak at approximately 5.0x during 2012. Current leverage was approximately 3.3x at the end of the third quarter 2011. Clearwire also presents event risk to Sprint Nextel ratings under several circumstances. This could include Clearwire filing for bankruptcy, Sprint Nextel acquiring Clearwire, or Sprint Nextel making a material capital contribution to Clearwire. The lack of a longer term agreement with Clearwire leaves a significant strategic void in Sprint Nextel's current fourth- generation (4G) spectrum strategy. In particular, Sprint Nextel has indicated its current spectrum position is sufficient only through 2014. Fitch expects a growing sense of urgency exists between Clearwire and Sprint Nextel to find common ground on a longer-term spectrum agreement. The memorandum of understanding for the companies to collaborate on the technical specifications for their respective LTE deployments appears to be the first step. Clearwire's weak and uncertain liquidity position including funding for its LTE network remains a significant concern given Sprint Nextel's strategic ties with Clearwire. Sprint Nextel's current ratings do not consider any material capital contributions to Clearwire. Any future agreement with Clearwire for 4G spectrum and capacity that would require material cash contributions by Sprint Nextel for a joint LTE network build outside of current capital spending expectations would likely result in a ratings downgrade. SSI GROUP: Committee Taps Protiviti Inc. as Financial Advisors -------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of SSI Group Holding Corp., et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain Protiviti, Inc. as its financial advisors. Protiviti Inc. will, among other things: a) assist in the review of the Debtors' business plan and associated restructuring initiatives and advise the Committee regarding the Debtors' business plans, cash flow forecasts, financial projections, cash flow reporting, claims, and plan alternatives; b) advise the Committee with respect to available capital restructuring relating to the current DIP facility and sale and financing alternatives, including providing options regarding potential courses of action and assisting with the design, structuring and negotiation of alternative restructuring or transaction structures; and c) assist the Committee in identifying and valuing undisclosed assets, if any and consult with the Debtors and their advisors on the progress of asset sales, locations, identification, and value. Michael Atkinson, a managing director of Protiviti, tells the Court that he agreed to serve as project managing director. Other senior and staff consultants will be used as necessary to complete the work. Protiviti reserves the right to staff the project as it sees fit and according to the personnel available to it. Protiviti will be compensated, subject to Court approval, with a monthly fee equal to $20,000 per month. The first monthly fee will be adjusted on a pro rata basis from the date of employment through month-end equal to eight days out of 30 days for the month of September. The first Monthly Fee will be equal to $5,333. Subject to prior approval from the Committee, Protiviti reserves the right to request alternate or additional compensation in the future depending on the nature and outcome of the case and as circumstances may dictate. Mr. Atkinson assures the Court that Protiviti is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The Committee set a Nov. 28, hearing at 9:30 a.m. (prevailing Eastern time) for the requested retention of Protiviti. Objections, if any, are due Nov. 21, at 4:00 p.m. About SSI Group SSI Group Holding Corp. sought bankruptcy protection (Bankr. D. Del. Case No. 11-12917) on Sept. 14, 2011, in Wilmington, Delaware, after months of lackluster performance at its two struggling restaurant chains, which combined operate about 120 locations, and its debts mounted to $47.5 million. SSI is behind two southern restaurant chains -- the healthy Souper Salad chain and "comfort food"-serving Grandy's restaurants. SSI reported $23.9 million in assets as of Aug. 28, 2011. Judge Mary F. Walrath presides over the case. The Debtor is represented by Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan Joseph TriArtisan LLC as financial advisors. Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC (Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920), also sought Chapter 11 protection on Sept. 14, 2011. The Debtors hope to use the bankruptcy cases to sell their Grandy's chain to an affiliate of Sun Capital Partners (or a higher bidder) and to sell their Souper Salad chain to a to-be determined buyer (no stalking horse bidder has been identified). The United States Trustee appointed 7 members to the Official Committee of Unsecured Creditors. STELLAR GT: Court Extends Until Dec. 31 the Receiver of Project --------------------------------------------------------------- The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District Of Maryland approved a stipulation extending until Dec. 31, 2011, the receivership of Stellar GT TIC LLC, et al.'s property. On Dec. 30, 2009, the Circuit Court for Montgomery County, appointed Greystar Management Services, LP as receiver for a certain 891-unit multi-family high rise property (consisting of two 14-story apartment buildings) located at 8750 Georgia Avenue in Silver Spring, Maryland, commonly known as "The Georgian", and owned by the Debtors. The previous receivership order expired Oct. 31. The stipulation was entered among Stellar GT TIC LLC and VFF TIC LLC, and Wells Fargo Bank, N.A., as trustee for the registered holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP Georgian Towers, LLC, acting by and through Helios AMC, LLC, in its capacity as special servicer. The lender holds certain notes evidencing a mortgage loan guarantied by the Debtors in the aggregate original principal amount of $185,000,000, secured by a certain indemnity deed of trust, security agreement, financing statement, fixture filing and assignment of leases, rents and security deposits dated Feb. 28, 2007. The Court also ordered that the receiver will continue to operate and manage the project through Dec. 31, as directed and permitted by the receivership Order and the lift stay order. The lender is represented by: Mark Taylor, Esq. KILPATRICK TOWNSEND & STOCKTON LLP 607 14th Street, NW, Suite 900 Washington, DC 20005-2018 Tel: (202) 508-5867 Fax: (202) 585-0073 E-mail: mdtaylor@kilpatricktownsend.com Jantra Van Roy, Esq. ZEICHNER ELLMAN & KRAUSE LLP 575 Lexington Avenue New York, NY 10022 Tel: (212) 826-5353 Fax: (212) 753-0396 E-mail: jvanroy@zeklaw.com About Stellar GT TIC and VFF TIC Stellar GT TIC LLC and VFF TIC LLC, owners of the Georgian apartments located at 8750 Georgia Avenue in Silver Spring, Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011. Judge Wendelin I. Lipp oversees the case. Michelle Maloney-Raymond is the case administrator. Matthew G. Summers, Esq., at Ballard Spahr LLP, serves as the Debtors' counsel. The Debtors negotiated a plan of reorganization before filing for Chapter 11. The proposed plan is premised on either (1) a sale of the project pursuant to an auction process or (2) a consensual restructuring of the secured debt. Broker CB Richard Ellis Inc. has been hired to conduct the sale. The auction rules provide that a first-round sealed bid would be required to be submitted by Aug. 24, 2011. The broker would then have until Sept. 5 to negotiate with the first-round bidders. Second- round sealed bids would be due Sept. 5. The highest second-round bid would be identified by Sept. 12. The highest bid would be submitted for approval at the confirmation hearing in October. Wells Fargo, the holder of a $207.6 million secured debt, can bid at the auction. The Lender is represented by Mark Taylor, Esq., at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq., at Zeichner Ellman & Krause LLP. The U.S. Trustee for Region 4 notified the Court that he has not appointed an unsecured creditors' committee in the Chapter 11 cases of Stellar GT TIC LLC and VFF TIC LLC. STERLING CHEMICALS: Moody's Withdraws 'B3' Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service has withdrawn all the ratings for Sterling Chemicals, Inc.'s (Sterling) following its acquisition by Eastman Chemical Company (Eastman -- Baa2 senior unsecured) and the full repayment of Sterling's rated debt. The ratings withdrawn are the B3 Corporate Family Rating, B3 Probability of Default rating, and the B3 senior secured notes rating due 2015. Moody's indicated in Moody's June 23, 2011 press release that if the notes were redeemed Sterling's ratings would be withdrawn. RATINGS RATIONALE The principal methodology used in rating Sterling Chemicals was the Global Chemical Industry Methodology, published December 2009. Headquartered in Houston Texas, Sterling is a producer of selected petrochemicals used to manufacture a wide array of consumer goods and industrial products throughout the world. The company's primary products are currently acetic acid and plasticizers. SUN AMERICAN: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Sun American Group-Griffiths II, LLC 10619 N. Hayden Road, No. A-105 Scottsdale, AZ 85260 Bankruptcy Case No.: 11-30726 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Richard William Hundley, Esq. BERENS, KOZUB & KLOBERDANZ, PLC 7047 E. Greenway Parkway, #140 Scottsdale, AZ 85254 Tel: (480) 624-2777 Fax: (480) 607-2215 E-mail: rhundley@bkl-az.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Michael Zipprich, president of HBCI, Inc., manager. TELETOUCH COMMUNICATIONS: Amends 32MM Common Shares Offering ------------------------------------------------------------ Teletouch Communications, Inc., filed with the U.S. Securities and Exchange Commission a Pre-Effective Amendment No.1 to Form S-1 registration statement relating to the Company's plan to resell up to 32,000,999 shares of its common stock by Stratford Capital Partners, L.P., Retail & Restaurant Growth Capital, L.P., and TLL Partners, LLC. The selling shareholders may sell common stock from time to time at the prevailing market price or in negotiated transactions. The Company does not know when or in what amounts selling shareholders may offer the shares for sale. The Company will not receive proceeds from the sale of the Company's shares by selling shareholders. The Company's common stock is presently listed on the OTC Bulletin Board under the symbol "TLLE." On Oct. 26, 2011, the last sales price of the common stock, as reported on the OTC Bulletin Board was $0.59 per share. A full-text copy of the amended prospectus is available for free at http://is.gd/LgII8J 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's balance sheet at Aug. 31, 2011, showed $17.90 million in total assets, $29.18 million in total liabilities and a $11.28 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. TENET HEALTHCARE: Reports $15-Mil. Net Income in Sept. 30 Qtr. -------------------------------------------------------------- Tenet Healthcare Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $15 million on $2.34 billion of net operating revenues for the three months ended Sept. 30, 2011, compared with net income of $940 million on $2.26 billion of net operating revenues for the same period a year ago. The Company also reported net income of $160 million on $7.22 billion of net operating revenues for the nine months ended Sept. 30, 2011, compared with net income of $1.07 billion on $6.90 billion of net operating revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $8.29 billion in total assets, $6.51 billion in total liabilities, $16 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $1.76 billion in total equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/hi10QL About Tenet Healthcare Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- is a health care services company whose subsidiaries and affiliates own and operate acute care hospitals, ambulatory surgery centers and diagnostic imaging centers. "Volume growth was very strong in our third quarter," said Trevor Fetter, president and chief executive officer. "Adjusted admissions growth of 2.3 percent and surgery growth of 3.2 percent drove a 3.5 percent increase in net operating revenues. This top line growth was further leveraged by excellent cost control and attractive pricing increases in our new contracts with commercial managed care payers. Given this progress across our key performance metrics, we are pleased to reconfirm our 2011 EBITDA Outlook in a range of $1.175 billion to $1.275 billion." * * * As reported by the TCR on Aug. 5, 2010, Moody's Investors Service affirmed its 'B2' corporate family rating for Tenet. The rating reflects Moody's expectation that the Company will likely see positive free cash flow for the full year ending Dec. 31, 2010, as operating results continue to improve and litigation settlement payments end in the third quarter. However, the ratings also consider the significant headwinds facing the company, and the sector as a whole, with respect to increasing bad debt expense, weak volume trends and changes in mix as commercial volumes decline. S&P's corporate credit rating on Tenet is 'B' and remains unchanged. The ratings agency noted that while the Company has experience recent successes to date of a multiyear turnaround effort, the Company has a still-weak business risk profile and high financial leverage. Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on Rating Watch Positive. Tenet's existing ratings are Issuer Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3. The ratings apply to approximately $4.3 billion of debt outstanding as of Sept. 30, 2010. UNIFRAX I: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the proposed $50 million senior secured revolver and $490 million senior secured Term Loan B of Unifrax I LLC-(New) ("Unifrax"). Proceeds from the new senior secured credit facility will be used to fund the acquisition of Unifrax by American Securities, a private equity firm, and refinance existing debt. American Securities will contribute equity totaling approximately 50% of the total capitalization. Moody's also assigned a B2 Corporate Family Rating ("CFR") and B3 Probability of Default Rating to Unifrax. The rating outlook is stable. Assignments: Issuer: Unifrax I LLC-(New) -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B3 -- Proposed $490 million Senior Secured Term Loan B due 2018, assigned B2 (LGD3, 33%); -- Proposed $50 million Senior Secured Revolver due 2016, assigned B2 (LGD3, 33%). -- Outlook, Stable RATINGS RATIONALE The assignment of Unifrax's B2 CFR is tempered by the company's narrow product line of ceramic fiber-based products, modest size with revenues of $446 million on a pro forma basis for the acquisitions, high leverage with debt greater than revenues, and exposure to cyclical industrial end markets including the automotive segment. The ratings are supported by high margins, strong market shares, a relatively large customer base, geographic and operational diversity, attractive cost positions as a low cost producer and barriers to entry. The B2 CFR recognizes that the buyout of Unifrax does not add significant debt levels from those anticipated in August 2011 following the proposed acquisition of Saffil. The acquisition of Saffil, as well as the three recently acquired businesses (Refractory Specialties, Inc., Specialty Ceramics, Inc., and Vacuform, Inc.), support Unifrax's strategy of expanding its product line, geographic presence and growing its customer base. The rating actions also reflect the strong operating results since recovering from the 2008-2009 recession and the automotive production trough, and Moody's positive view of the strategic rationale for the recent acquisitions. Unifrax's liquidity profile is good, benefiting from its cash balances (approximately $25 million pro-forma for the acquisition of Saffil and acquisition of the company by American Securities), a $50 million undrawn revolver, and expectations for positive free cash flow over the next twelve month period. At the close of the transaction, Unifrax will have no material near term debt maturities, with its proposed $50 million revolver to mature in 5 year and proposed $490 million term loan B to mature in 7 years. Unifrax is expected to remain in compliance with its proposed financial covenants, which are expected to include a minimum interest coverage ratio, maximum leverage coverage ratio and maximum capital expenditure level. The stable outlook reflects the improved operating environment, Moody's expectations for continued growth in Unifrax's markets and the maintenance of a good liquidity. The company's ratings could be upgraded should it successfully integrate its recent acquisitions, if end markets and sales volumes continue to grow, Debt / EBITDA fall below 4x on a sustainable basis and Retained Cash Flow / Debt remained above 10% on a sustained basis. Unifrax's modest size, significant debt (Debt to Sales of >1x), limited operational diversity and unique risks will likely restrict its CFR to the "B" category despite the potential for stronger financial metrics. The ratings could be lowered if the company's operating performance deteriorates, or if its recent acquisitions did not integrate as well as anticipated and leverage were to increase to above 5x on a sustained basis. Additionally, further debt-financed acquisitions (without a commensurate increase in EBITDA) or dividend payments could pressure the rating. The principal methodology used in rating Unifrax I LLC was the Global Chemical 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. Unifrax I LLC, based in Niagara Falls, New York, is a leading producer of heat resistant ceramic fiber products, primarily for automotive, fire protection, and industrial furnace-related applications. Pro forma for the recent acquisiitons, revenues were $446 million for the twelve months ended September 30, 2011. UNI-PIXEL INC: To Hold Conference Call on Nov. 11 ------------------------------------------------- UniPixel, Inc., will hold a conference call on Friday, Nov. 11, 2011, at 11:00 a.m. Eastern time to discuss the third quarter ended Sept. 30, 2011. UniPixel's President and CEO Reed Killion and CFO Jeff Tomz will host the presentation, followed by a question and answer period. The conference call will be broadcast simultaneously and available for replay via the Investors section of the Company's Web site at www.unipixel.com A replay of the call will be available after 2:00 p.m. Eastern time on the same day and until Dec. 11, 2011: Toll-free replay number: 1-877-870-5176 International replay number: 1-858-384-5517 Replay pin number: 4485446 About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. The Company reported a net loss of $3.81 million on $243,519 of thin film revenue for the year ended Dec. 31, 2010, compared with a net loss of $5.37 million on $0 of thin film revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $10.93 million in total assets, $64,742 in total liabilities and $10.86 million total shareholders' equity. PMB Helin Donovan, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has sustained losses and negative cash flows from operations since inception. UNIVERSAL EQUIPMENT: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Universal Equipment Distributors, Inc. 4830 Gordon Road Senoia, GA 30276 Bankruptcy Case No.: 11-13660 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: H. Matthew Horne, Esq. ROSENZWEIG, JONES, HORNE & GRIFFIS, P.C. 32 South Court Square P.O. Box 220 Newnan, GA 30264 Tel: (770) 253-3282 E-mail: matt@newnanlaw.com Scheduled Assets: $2,676,709 Scheduled Debts: $1,085,920 The Company's list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb11-13660.pdf The petition was signed by Richard Stacy, CEO and secretary. U.S. BUILDING: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: U.S. Building Corp. 16449 S.W. 95 Street Miami, FL 33196 Bankruptcy Case No.: 11-40708 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: Richard Siegmeister, Esq. RICHARD SIEGMEISTER PA 1800 SW 1 Avenue, #304 Miami, FL 33129 Tel: (305) 859-7376 E-mail: rspa111@att.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its three largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb11-40708.pdf The petition was signed by Noel Tarak, president. U.S. CONCRETE: Enters Into First Amendment to Credit Agreement -------------------------------------------------------------- U.S. Concrete, Inc. entered into a First Amendment to the Credit Agreement, dated as of Aug. 31, 2010. The First Amendment, among other things, (a) decreased the availability block under the Credit Agreement by $5.0 million to $10.0 million from the previous amount of $15.0 million, (b) deleted the fixed charge coverage test requirement that could increase the availability block by $1.0 million for each month until the Company satisfied the test, (c) deleted the conditions under which the availability block could be eliminated if the Company satisfied the fixed charge coverage ratio test and (d) modified the fixed charge coverage ratio covenant so that, beginning on April 1, 2012, at any time that Availability (as defined in the Credit Agreement) is less than $15.0 million, the Company must maintain a fixed charge coverage ratio of at least 1.0:1.0 for the trailing twelve month period until Availability is greater than or equal to $15.0 million for a period of 30 consecutive days. A full text copy of the third quarter 2011 results is available free at http://ResearchArchives.com/t/s?7742 About U.S. Concrete Houston, Texas-based U.S. Concrete, Inc. -- http://www.us-concrete.com/-- is a major producer of ready-mixed concrete, precast concrete products and concrete-related products in select markets in the United States. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. The Company filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. D. Del. Case No. 10-11407). Patrick J. Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Company in its restructuring effort as bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. The Company scheduled assets of $389,160,000 and debts of $399,351,000 as of the Petition Date. The Debtor's affiliates, Alberta Investments, Inc., et al., filed separate Chapter 11 petitions on April 29, 2010. The Company's balance sheet as of June 30, 2010, showed $403.2 million in total assets, $451.7 million in total liabilities, and a stockholders' deficit of $48.5 million. As reported in the Troubled Company Reporter on August 2, 2010, the Bankruptcy Court has confirmed the Company's Plan of Reorganization. As previously announced, the Company's Plan provides for the conversion of approximately $285 million of principal amount of 8.375% Senior Subordinated Notes due 2014 into equity of the reorganized company. Trade creditors are currently being paid in full in the ordinary course and are unaffected by the restructuring. On August 31, 2010, the Debtors consummated their reorganization under the Bankruptcy Code and the Plan became effective. WAVE HOUSE: U.S. Trustee Wants Employment of Jeanne Wanlass Ended ----------------------------------------------------------------- Tiffany L. Carroll on behalf of the U.S. Trustee for Region 15 asks the U.S. Bankruptcy Court for the Southern District of California to remove Jeanne C. Wanlass as counsel for Wave House Belmont Park, LLC. Ms. Carroll notified the Court that Ms. Wanlass' involvement in the Debtor's case was terminated. About Wave House Belmont Park, LLC San Diego, California-based Wave House Belmont Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-19663) on Nov. 3, 2010. John L. Smaha, Esq., at Smaha Law Group, APC, assists the Debtor in its restructuring effort. The Debtor disclosed $28,327,703 in assets and $17,611,057 in liabilities. Wave House, the company that operates the San Diego amusement area Belmont Park, filed for bankruptcy protection after the city imposed an eightfold increase in rent, Dow Jones' Small Cap reported early November. WAVERLY GARDENS: Can Sell Senior Living Facilities for $5.6MM ------------------------------------------------------------- The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the Western District of Tennessee authorized Waverly Gardens of Memphis, LLC, and Kirby Oaks Integra, LLC, to: a. sell certain assets to Greenfield Senior Living, Inc. its successors and assigns; b) assume and assign executory contracts; and c) approve certain settlements. Greenfield will purchase the facilities -- two senior living facilities consisting of a total of 248 units -- for $5,600,000. The facility known as "Waverly Gardens" consists of 196 rental units and is located at 6539 Knight Arnold Road, Memphis, Tennessee 38115. The facility known as "Waverly Glen" consists of 52 rental units and is located 6551 Knight Arnold Road, Memphis, Tennessee 38115. Waverly owns Waverly Gardens. Kirby Oaks owns Waverly Glen. The Debtor related that no competing bids were received. Greenfield will pay a lump sum amount of $1,400,000 at closing, and secured creditor First Tennessee Bank National Association has agreed to finance the balance of the purchase price over a five year time period as outlined Asset Purchase Agreement dated Aug. 30, 2011. First Tennessee holds a first priority lien secured by all of the Debtors' assets and collateral. Excluding multiple postpetition extensions of credit by First Tennessee since the Petition Date, First Tennessee is owed no less than $8,800,000. Greenfield is authorized to pay directly to First Tennessee or the Debtors by wire transfer a portion of the sale proceeds in the amount of $1,400,000 in order to partially satisfy the principal indebtedness owed to First Tennessee by the Debtors as of the Closing Date. About Waverly Gardens of Memphis Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two senior living facilities consisting of a total of 248 units. Waverly Gardens consists of 196 rental units and is located at 6539 Knight Arnold Road, Memphis, Tennessee 38115. Kirby Oaks consists of 52 rental units and is located at 6551 Knight Arnold Road, Memphis, Tennessee 38115. The Debtors filed separate petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn. Lead Case No. 08-30218). Michael P. Coury, Esq., and Robert Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens & Cannada, represent the Debtors as counsel. Waverly Gardens estimated assets at $10 million to $50 million, and debts at $1 million to $10 million. Kirby Oaks estimated assets and debts at $1 million and $10 million. WEST CORP: Files Form 10-Q, Posts $37.3 Million Q3 Income --------------------------------------------------------- West Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $37.34 million on $632.80 million of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $8.43 million on $592.41 million of revenue for the same period during the prior year. The Company also reported net income of $106.30 million on $1.86 billion of revenue for the nine months ended Sept. 30, 2011, compared with net income of $63.86 million on $1.78 billion of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.22 billion in total assets, $4.14 billion in total liabilities, $1.64 billion in Class L common stock, and a $2.56 billion total stockholders' deficit. Deloitte & Touche LLP, in Omaha, Nebraska, expressed an unqualified opinion on the Company's Annual Report for the year ended Dec. 31, 2010. In the auditor's opinion, the information set forth in the accompanying condensed consolidated balance sheet as of Dec. 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. A full-text copy of the Form 10-Q is available for free at: http://is.gd/qkh9vN About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. * * * West Corp. carries a 'B2' corporate rating from Moody's and 'B+' corporate rating from Standard & Poor's. Moody's Investors Service upgraded the ratings on West Corporation's existing senior secured term loan to Ba3 from B1 and the rating on $650 million of existing senior notes due 2014 to B3 from Caa1 upon the closing of its recent refinancing transactions. Concurrently, Moody's affirmed all other credit ratings including the B2 Corporate Family Rating and B2 Probability of Default Rating. The rating outlook is stable. Standard & Poor's Ratings Services assigned Omaha, Neb.-based business process outsourcer West Corp.'s proposed $650 million senior unsecured notes due 2019 its 'B' issue-level rating (one notch lower than the 'B+' corporate credit rating on the company). The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. The company will use proceeds from the proposed transaction and some cash on the balance sheet to redeem its $650 million 9.5% senior notes due 2014. WOWJOINT HOLDINGS: Gets NASDAQ Delisting Notifications ------------------------------------------------------ Wowjoint Holdings Limited received two letters from the Listing Qualification Staff of the NASDAQ Stock Market LLC, one on October 31, 2011 indicating that the Company is not in compliance with the Minimum Market Value of Publicly Held Shares (MVPHS) of $5,000,000, and one on Nov. 4, 2011 indicating that the Company is not in compliance with the $1.00 Minimum Closing Bid Price Requirement. The Listing Rules (the "Rules") require listed securities to maintain a MVPHS of $5,000,000. MVPHS is calculated by multiplying the publicly held shares, which is the total outstanding shares less the shares held by officers, directors and beneficial owners of 10% or more of the outstanding shares, by the closing bid price. If a NASDAQ-listed company trades below the applicable MVPHS requirement for 30 consecutive business days, it will be notified of the deficiency. Also, the Rules require that if a company trades for 30 consecutive business days below the $1.00 minimum closing bid price requirement, NASDAQ will send a deficiency notice to the company. Based upon the Staff's review of both of these items, the Company no longer meets these requirements. However, the Rules provide the Company with a compliance period of 180 calendar days in which to regain compliance with each of these requirements. To regain compliance with the MVPHS requirement, the Company's MVPHS must close at $5,000,000 or more for a minimum of ten consecutive business days during this compliance period. To regain compliance with the Minimum Bid Price requirement, the Company must have a closing bid price of $1.00 or more for 10 consecutive business days during this compliance period. If compliance is not demonstrated for each of these requirements within the applicable 180 day compliance period, the Staff will notify the Company that its securities will be delisted from the NASDAQ Global Market. However, the Company may appeal the Staff's determination to delist its securities to a Hearing Panel. During any appeal process, shares of the Company's common stock would continue to trade on the NASDAQ Global Market. In the alternative the Company may be able to transfer to the NASDAQ Capital Market. About Wowjoint Holdings Wowjoint Holdings Limited -- http://www.wowjoint.com/-- is a leading provider of customized heavy duty lifting and carrying machinery used in large scale infrastructure projects such as railway, highway and bridge construction. Wowjoint's main product lines include launching gantries, tyre trolleys, special carriers and marine hoists. The Company's innovative design capabilities have resulted in patent grants and proprietary products. ZEPHYR LAND: Court Denies Confirmation of Plan ---------------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse denied confirmation of the plan of reorganization filed by Zephyr Land Holdings LLC on April 21, 2010 and as orally modified at hearing. Zephyr Land Holdings LLC owns and develops 6.3 acres of land located at 111 Cowan Street in Wilmington, North Carolina. It has two members: M&M Family Partnership LLP with an 80% interest, and Riverfront Holdings LLC with a 20% interest. The Property is part of a development plan involving adjacent tracts owned by several other entities. Zephyr and Charles J. Schoninger, the member/manager of M&M, borrowed $3,000,000 from Paragon Financial Investors LLC, a Colorado limited liability company, on Nov. 21, 2007, and secured that loan with a first priority deed of trust on the Property. David A. Spetrino, Jr., George Laney and Peter Fensel are the holders of a second priority deed of trust on the Property securing an indebtedness in the amount of $1,750,000. Messrs. Spetrino, Laney and Fensel are also members of Riverfront Holdings LLC. Mr. Spetrino is the member/manager and registered agent of Riverfront Holdings LLC. The Debtor defaulted on the Paragon indebtedness and Paragon commenced foreclosure proceedings. The Debtor initiated the Chapter 11 case prior to the expiration of the foreclosure upset period and filed a plan of reorganization on April 21, 2010, which provided, inter alia, for the surrender of a portion of Paragon's collateral in full satisfaction of its indebtedness. Paragon objected to both the plan and disclosure statement on several bases, including the failure of the debtor to specifically identify what portion of the collateral was to be surrendered. Prior to the conclusion of confirmation hearing -- which spanned nine months -- the Debtor did modify its plan treatment of the Paragon claim to provide for the surrender of Lots 1 and 2. The Debtor filed a summary of ballots which indicates that Classes 1, 5, 6 and 7 accepted the plan and that Classes 2 and 4 rejected the plan. There were no ballots cast in Class 3. The Debtor maintains that it has at least one impaired accepting class and can proceed to cram down Paragon's Class 4 claim pursuant to 11 U.S.C. Sec. 1129(b)(2)(A)(iii) by providing it with the indubitable equivalent of its claim through the surrender of Lots 1 and 2 of the Property. Paragon has objected to confirmation on two main grounds: 1) the Debtor does not have a qualifying accepting impaired class to proceed to cram down, and 2) if the Debtor is able to proceed to cram down, the surrender of Lot 1 and Lot 2 will not provide Paragon with the indubitable equivalent of its claim. In a Nov. 3, 2011 Order, available at http://is.gd/UJRUnKfrom Leagle.com, Judge Humrickhouse held that there being no accepting impaired class, the Court is not authorized to consider the Debtor's proposed cram down of Paragon under Sec. 1129(b) and confirmation must be denied. Wilmington, North Carolina-based Zephyr Land Holdings LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 10-00437) on Jan. 21, 2010. George M. Oliver, Esq. -- efile@oliverandfriesen.com -- at Oliver & Friesen PLLC, serves as the Debtor's counsel. In its schedules, the Company listed assets of $8,232,840, and debts of $7,293,116. The petition was signed by Charles Schoninger, its president. * Getzler Henrich Named Outstanding Turnaround Firm --------------------------------------------------- Turnaround & Workouts, the Beard Group industry publication, has once again named Getzler Henrich & Associates to its elite list of outstanding turnaround firms in the United States. Getzler Henrich earned the prestigious designation in recognition of outstanding achievements during 2011. The firm is one of the nation's oldest and most respected names in middle-market corporate restructuring. In a year marked by economic stagnation, it remained a leader in operational and financial restructuring, providing skillful stewardship in bankruptcy cases, and helping companies strengthen cash flow and profitability through strategic cost reduction, effective and swift implementation of manufacturing process improvement, reshaped sales and marketing strategies and maximizing creditor recoveries. Significant cases during the year included: American Federation of Musicians and Employers' Pension Fund (Financial Advisor) DVI Liquidating Trust (Expert Witness) National Envelope Corporation (CRO) Innovative Companies (Plan Administrator) Moonlight Basin (CRO) Quick Service Resturant Franchisee (Financial Advisor) LDH Energy, LLC (Transaction Advisor) Oil & Gas Retail Distribution Company (Financial Advisor, Sales & Marketing Consulting) Creditors' Rights Legal Services (Financial Advisor) Long-Term Healthcare Services Provider (Financial Advisor) Store Fittings Manufacturer (CRO) Construction Company (Financial Advisor) "We are grateful to Turnarounds & Workouts for this acknowledgment, which reflects our ongoing commitment to helping companies identify and implement effective solutions to their problems. Our experienced turnaround leadership combined with in- depth functional expertise, creativity and an implementation focus enable us to regularly effect positive change and maximize value for our clients," notes co-chairman Joel Getzler. Getzler Henrich professionals serve clients from offices in New York, Boston, Chicago, Atlanta, Orlando and Charlotte. The firm is led by Bill Henrich and Joel Getzler. Its managing directors are Peter Furman, George Gerstein, Lee Goldberg, Barry Green, Tony Howard, Marjorie Kaufman, Fred Langer, Frank Melazzo, Colleen Palmer, Stephan Pinsly, and Michael Roth. To learn more about the firm's services, please visit http://www.getzlerhenrich.comor contact any of the professionals listed above. Getzler Henrich & Associates, LLC 295 Madison Avenue, 20th Floor New York, NY 10017 Telephone: (212) 697-2400 With offices in Atlanta, Boston, Charlotte, Chicago, Orlando and New York. * Bankruptcy Filings Down in Fiscal Year 2011 --------------------------------------------- Bankruptcy cases filed in federal courts for fiscal year 2011, the 12-month period ending Sept. 30, 2011, totaled 1,467,221, down 8 percent over the FY 2010 bankruptcy filings of 1,596,355, according to statistics released by the Administrative Office of the U.S. Courts. Filings dropped during the fourth quarter of the Judiciary's fiscal year, with 15% fewer filings than in the same three-month period in 2010. Additional statistics released include business and non-business bankruptcy filings for the 12-month period ending Sept. 30, 2011 (Table F-2, 12-month); a comparison of September 2010 and 2011 filings (Table F), 4th quarter filings (Table F-2, 3-month); and monthly filings for the 12-month period ending September 30, 2011 (Table F-2, Monthly). Business Bankruptcy Filings Fall For the 12-month period ending Sept. 30, 2011, business bankruptcy filings?those cases in which the debtor is a corporation or partnership, or the debt is predominantly related to the operation of a business?totaled 49,895, down 14% from the 58,322 business filings reported in the 12-month period ending Sept. 30, 2010. Non-business bankruptcy filings totaled 1,417,326, down 8% from the 1,538,033 non-business bankruptcy filings in September 2010. Filings Under All Chapters In FY 2011, filings fell for all bankruptcy chapters: Chapter 7 filings in FY 2011 totaled 1,036,950, down 10% from the 1,146,511 chapter 7 filings in FY 2010. Chapter 13 filings fell 4%, from 434,839 in FY 2010 to 417,503 in FY 2011. Chapter 11 filings fell to 11,979, down 16% from the 14,191 Chapter 11 filings reported in FY 2010. Chapter 12 filings fell to 676, down 4% from the 707 Chapter 12 filings in FY 2010. Fourth Quarter Filings The 3-month period ending Sept. 30, 2011, was the Judiciary's final quarter of fiscal year 2011. Total bankruptcy filings in the fourth quarter totaled 348,635, down 15% from the 412,380 bankruptcy cases filed in the final quarter of FY 2010. * 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 1,050.3 (32.6) 298.7 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 2,232.8 (373.3) 125.6 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 146.9 (105.3) (2.0) CABLEVISION SY-A CVC US 6,740.1 (5,525.9) (886.1) CANADIAN SATEL-A XSR CN 174.4 (29.8) (55.9) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CARBONITE INC CARB US 42.4 (15.7) (25.4) CC MEDIA-A CCMO US 16,508.9 (7,456.0) 1,531.3 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,410.8 (330.1) 223.4 CHENIERE ENERGY CQP US 1,726.6 (559.0) 22.7 CHENIERE ENERGY LNG US 2,651.4 (446.9) (282.7) CHOICE HOTELS CHH US 467.9 (14.4) 28.0 CINCINNATI BELL CBB US 2,683.8 (626.1) 22.7 CLOROX CO CLX US 4,077.0 (76.0) (30.0) DENNY'S CORP DENN US 280.6 (95.5) (40.1) DIRECTV-A DTV US 18,232.0 (2,471.0) 103.0 DOMINO'S PIZZA DPZ US 438.2 (1,221.0) 118.2 DUN & BRADSTREET DNB US 1,767.1 (567.8) (483.7) ECOSYNTHETIX INC ECO CN 45.2 (346.7) 32.2 FNB UNITED CORP FNBND US 1,722.2 (113.7) - FRANCESCAS HOLDI FRAN US 69.7 (0.1) 22.8 FREESCALE SEMICO FSL US 3,596.0 (4,488.0) 1,386.0 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 GOLDEN QUEEN MNG GQM CN 6.9 (2.0) 5.3 GOLDEN QUEEN MNG GQMNF US 6.9 (2.0) 5.3 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GRAMERCY CAPITAL GKK US 5,278.7 (548.4) - GROUPON INC GRPN US 795.6 (15.6) (301.0) HANDY & HARMAN L HNH US 391.4 (6.5) 18.5 HCA HOLDINGS INC HCA US 23,756.0 (9,062.0) 2,422.0 HUGHES TELEMATIC HUTCU US 100.6 (94.9) (28.3) HUGHES TELEMATIC HUTC US 100.6 (94.9) (28.3) IDENIX PHARM IDIX US 88.8 (2.3) 54.6 INCYTE CORP INCY US 371.2 (181.0) 225.5 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 137.5 (34.8) (7.5) JUST ENERGY GROU JE CN 1,471.5 (208.2) (299.7) JUST ENERGY GROU JSTEF US 1,471.5 (208.2) (299.7) LEVEL 3 COMM INC LVLT US 9,254.0 (523.0) 1,058.0 LIN TV CORP-CL A TVL US 797.5 (119.9) 47.4 LIZ CLAIBORNE LIZ US 1,247.3 (211.1) (52.7) LORILLARD INC LO US 3,152.0 (1,174.0) 1,299.0 MAINSTREET EQUIT MEQ CN 475.2 (10.5) - MANNKIND CORP MNKD US 224.0 (280.8) 9.7 MEAD JOHNSON MJN US 2,580.0 (144.8) 678.3 MERITOR INC MTOR US 2,838.0 (963.0) 226.0 MOODY'S CORP MCO US 2,521.3 (174.2) 525.1 MORGANS HOTEL GR MHGC US 604.4 (51.3) 112.0 NATIONAL CINEMED NCMI US 807.9 (346.2) (156.0) NEXSTAR BROADC-A NXST US 558.0 (183.4) 35.4 NPS PHARM INC NPSP US 237.4 (38.6) 183.5 NYMOX PHARMACEUT NYMX US 7.6 (5.1) 4.3 OILTANKING PARTN OILT US 0.2 (0.1) - OTELCO INC-IDS OTT-U CN 316.1 (10.1) 22.9 OTELCO INC-IDS OTT US 316.1 (10.1) 22.9 PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 284.3 (293.5) (4.6) PETROALGAE INC PALG US 5.8 (70.4) (72.0) 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 304.3 (105.9) 44.1 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) RENTECH NITROGEN RNF US 111.3 (79.5) (16.0) REVLON INC-A REV US 1,081.7 (685.1) 148.6 RSC HOLDINGS INC RRR US 3,075.9 (50.7) (199.1) 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 1,563.8 (125.4) 45.7 SINCLAIR BROAD-A SBTA GR 1,563.8 (125.4) 45.7 SMART TECHNOL-A SMA CN 514.9 (9.4) 171.8 SMART TECHNOL-A SMT US 514.9 (9.4) 171.8 SUN COMMUNITIES SUI US 1,328.6 (72.4) - TAUBMAN CENTERS TCO US 2,518.2 (467.9) - THERAVANCE THRX US 283.3 (59.2) 229.4 TOWN SPORTS INTE CLUB US 445.1 (3.2) (30.8) UNISYS CORP UIS US 2,566.9 (594.5) 464.7 VECTOR GROUP LTD VGR US 931.0 (66.7) 252.6 VERISIGN INC VRSN US 1,657.7 (166.7) 724.5 VERISK ANALYTI-A VRSK US 1,379.9 (158.9) (234.2) 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) WESTMORELAND COA WLB US 772.4 (180.2) (8.6) ********* 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 ***