/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/111109.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 9, 2011, Vol. 15, No. 311 Headlines 101 CHARLES: Baltimore Hotel to be Auctioned on November 30 1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary 155 EAST: Hearing on Cash Collateral Use Continued to Jan. 25 155 EAST: Wants Plan Exclusivity Deadline Extended to Jan. 28 32ND STREET: Case Summary & 2 Largest Unsecured Creditors 3TXG LP: Case Summary & 3 Largest Unsecured Creditors 500 WESTBROOK: Case Summary & 9 Largest Unsecured Creditors AEROSPACE INC: Moody's Upgrades Corporate Family Rating to 'Ba1' ALABAMA AIRCRAFT: Court Converts Case to Chapter 7 Liquidation ALEX SONG: Case Summary & 20 Largest Unsecured Creditors ALLY FINANCIAL: Incurs $210 Million Net Loss in Third Quarter AMERICAN AXLE: Closes Sale of $200 Million Senior Notes Due 2019 AMR CORP: American Airlines Reports 83.2% October Load Factor AMTRUST FINANCIAL: Court Confirms Amended Chapter 11 Plan ARCSOURCE NICHOLS: Case Summary & 12 Largest Unsecured Creditors ASSET ACCEPTANCE: Moody's Assigns 'B1' Rating to Credit Facility ASTRO TEL: Verizon Asks Court to Toss Firm's Antitrust Suit AURA SYSTEMS: Five Directors Elected at Annual Meeting AXESSTEL INC: Reports $1.3 Million Net Income in 3rd Quarter BANK OF GRANITE: Suspending Filing of Reports with SEC BANK OF GRANITE: Terminates Registration of Common Shares BARKER INVESTMENT: Voluntary Chapter 11 Case Summary BEACON POWER: Asks Court to Limit Claims Trading to Protect NOLs BERNARD L. MADOFF: Justice Dep't. Won't Probe SEC Lawyer Kotz BERNARD L. MADOFF: Court Told to Reconsider KPMG Appeal in Lawsuit BEULAH LAND: Files for Chapter 11 to Force Lender Talks BLUEKNIGHT ENERGY: MSD Capital Owns 23.1% of Common Units BOYD GAMING: S&P Rates $350-Mil. Incremental Term Loan at 'BB-' BRIGHT DREAM: Voluntary Chapter 11 Case Summary BROWN/MCKENNA MANAGEMENT: Case Summary & Creditors List C&D TECHNOLOGIES: Blackout Period to Start Nov. 28 CALIFORNIA STATEWIDE: S&P Lifts Rating on D-3 Bonds From 'BB' CHEF SOLUTIONS: Files Schedules of Assets and Liabilities CHOCTAW RESORT: S&P Affirms 'B-' Issuer Credit Rating CIT Group: Wants Tyco's Suit Over $794MM Tax Deal Ended CLEARWIRE CORP: Files Form 10-Q, Incurs $84.8-Mil. Q3 Net Loss COMMERCIAL VEHICLE: Files Form 10-Q, Posts $7.3MM Q3 Net Income COMSTOCK MINING: Measured, Indicated & Inferred Resources Up 94% COUNTRYSIDE CAMPGROUND: Case Summary & Creditors List CROWN MEDIA: Reports $203.3 Million Net Income in 3rd Quarter CUMMINGS LAND: Case Summary & 4 Largest Unsecured Creditors C.W.O.L., INC.: Case Summary & 2 Largest Unsecured Creditors DELPHI CORP: Delphi Automotive Sets Terms of $554 Million IPO DBSD NORTH AMERICA: Sprint Settles Deal With DBSD, Dish DESERT GARDENS: Case Summary & 17 Largest Unsecured Creditors DIPPIN' DOTS: Case Summary & 20 Largest Unsecured Creditors DIVERSIFIED MACHINE: S&P Assigns 'B' Corporate Credit Rating DOUGLAS PLACE: Case Summary & 14 Largest Unsecured Creditors DYNEGY INC: Plan Support Deal Requires Ch. 11 Exit by August 2012 DYNEGY INC: DH Wants Until Dec. 22 to File Schedules EMGOTT, INC.: Case Summary & Largest Unsecured Creditor EMLYN COAL: Case Summary & 20 Largest Unsecured Creditors EMPIRE RESORTS: Nasdaq Grants Request for Continued Listing EVERGREEN SOLAR: Supporting Noteholders Against Committee's Suit EVERGREEN SOLAR: Panel Objects Stalking Horse Asset Sale Deal EVERGREEN SOLAR: Noteholders Want to Retain Right to Credit Bid FCC HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1' FCC HOLDINGS: S&P Puts 'B-' Counterparty Rating on Watch Neg. FENTON SUB: Hearing on Exclusivity Extension Scheduled for Today FENTURA FINANCIAL: D. Rotman & J. Wesseling Resign from Board FILENE'S BASEMENT: Closure Will Leave 530 Employees Without Jobs FILENE'S BASEMENT: Lawyer Says Investors Should See Payouts FILENE'S BASEMENT: Nov. 15 Hearing on Liquidators' Contract FIRST MARINER: Incurs $7.9 Million Net Loss in Third Quarter FOX RIVER: Case Summary & 7 Largest Unsecured Creditors FRANCIS PLACE: Case Summary & 4 Largest Unsecured Creditors GAMETECH INT'L: Signs Licensing Agreement with American Gaming GARNET HILL: Files for Chapter 11 Bankruptcy to Sell Lodge GARY PHILLIPS: Hearing on Lift Stay Plea Continued Until Nov. 15 GELT PROPERTIES: Court to Consider Property Foreclosure on Nov. 15 GENERAL MARITIME: Incurs $37.2 Million Net Loss in 3rd Quarter GENERAL MOTORS: DBRS Upgrades Issuer Ratings to 'BB' GERONIMO LLC: Voluntary Chapter 11 Case Summary GLOBAL INDUSTRIAL: High Court Denies Bid to Reverse Ruling GLOBAL TECHNOVATIONS: Onkyo Fails in Bid for Return of Bond GMX RESOURCES: Files Support Agreement Term Sheet GMX RESOURCES: Incurs $65.9 Million Net Loss in Third Quarter GREAT ATLANTIC: Seeks Court OK $490-Mil. Debt & Equity Infusion GREENBRIER COS: Reports $8.4 Million Net Earnings in Fiscal 2011 HALL'S SALVAGE: Voluntary Chapter 11 Case Summary HARRISBURG, PA: Asset-Sale Accord May Avert State Takeover HAWAII MEDICAL: MidCap Agrees to Finance Hospitals Until Nov. 10 HAWAIIAN TELCOM: Court Denies Plan Trustee's Bid to Seal Docs HAWKER BEECHCRAFT: Files Form 10-Q, Incurs $88-Mil. Q3 Net Loss HORIZON VILLAGE: Files Plan; Unsecured Creditors to Get 100% HUDSON HEALTHCARE: Closes Sale of Hoboken University HUGHES TELEMATICS: Signs Contract with Volkswagen HUGHES TELEMATICS: Discloses Material Terms of VWGoA Agreement HUSSEY COPPER: Gets Final Approval for $50 Million DIP Loan HUSSEY COPPER: Creditors Oppose Bid to Distribute Execs Bonuses IAC/INTERACTIVE CORP: S&P Lifts Sr. Sec. Debt Rating From 'BB+' INLAND STORAGE: Case Summary & 15 Largest Unsecured Creditors INNER CITY: Creditors Have Until Nov. 18 to File Proofs of Claim INNER CITY: Files Schedules of Assets and Liabilities INTERNAL FIXATION: Sells $53,000 8% Convertible Note ISOLA USA: S&P Puts 'B' Corp. Credit Rating on Watch Positive JBS SA: S&P Affirms 'BB' Rating; Outlook Revised to Stable JEFFERSON COUNTY, AL: Tuesday Meeting Held for Bankruptcy Vote JUPITER HOTEL: Case Summary & 20 Largest Unsecured Creditors JVJ PHARMACY: Case Summary & 20 Largest Unsecured Creditors KAY'S OASIS: Case Summary & 19 Largest Unsecured Creditors KH FUNDING: Files Joint Disclosure Statement Dated November 4 KINGSBURY CORP: Deal to Resolve Motion for Relief of Stay Approved LANCASTER CAUSEWAY: Voluntary Chapter 11 Case Summary LAO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors LAS VEGAS RAILWAY: John Zilliken Resigns as COO LEHMAN BROTHERS: Endurance & 4 Others to Pay Litigation Cost LEHMAN BROTHERS: Settlement of $500MM Set-Off Issue Approved LEHMAN BROTHERS: Asia Creditors to Meet On Nov. 10 LEHMAN BROTHERS: Deutsche Bank, et al., Support Lehman Plan LEHMAN BROTHERS: Inks Plan Deals With Fannie Mae & Freddie Mac LEHMAN BROTHERS: Barclays, SIPA Trustee File Cross-Appeal Briefs LEHMAN BROTHERS: Wins Nod to Implement 2012 Incentive Program LEVEL 3: Incurs $207 Million Net Loss in Third Quarter LEVEL 3: S&P Assigns 'B+' Rating to $550MM Sr. Secured Term Loan LEVI STRAUSS: Robert Hanson to Resign as EVP and President LIBBEY INC: Signs New Executive Employment Agreements LITTON LOAN: Moody's Withdraws SQ Ratings LOS ANGELES DODGERS: Deal Has Separate Sale of Team, Media Rights LUTHERAN HOMES: S&P Cuts Rating on Series 2010 Bonds to 'BB+' LYONDELLBASELL: Moody's Upgrades Corp. Family Rating to 'Ba1' LYONDELLBASELL INDUSTRIES: S&P Lifts Corp. Credit Rating to 'BB+' MAGNOLIA SHELL: Case Summary & 3 Largest Unsecured Creditors MAJESTIC CAPITAL: Wants Plan Filing Exclusivity Until Nov. 18 MARY A II: Court Denies Dismissal; Plan Hearing Set for Dec. 20 MARY A II: Court OKs Berger Singerman as Chapter 11 Counsel MAUI LAND: Incurs $1.3 Million Net Loss in Third Quarter MCDONALD BROTHERS: Can Access BB&T Cash Collateral Until Dec. 8 MEDIA GENERAL: Stephen Dickinson to Resign as VP and CAO METOKOTE CORP: Moody's Assigns (P)B3 Rating to Credit Facilities METRO-GOLDWYN-MAYER: Bankr. Court Won't Hear United Artists Deal MF GLOBAL: Has Access to Cash Collateral Until Nov. 14 MF GLOBAL: SIPA Trustee Transfers 50,000 Customer Accounts MF GLOBAL: Ex-CEO J. Corzine Hires Andrew Levander as Counsel MF GLOBAL: Admits Using Client Funds, $600-Mil. Missing MF GLOBAL: London Unit In Administration, KPMG on Board MF GLOBAL: Aussie Units in Administration, Deloitte In MF GLOBAL: Brower Piven Files Class Action Lawsuit MGM RESORTS: Incurs $106.5 Million Net Loss in Third Quarter MONEYGRAM INT'L: Files Form 10-Q, Posts $15.8MM Net Income in Q3 MONTIE'S RESOURCES: Case Summary & 13 Largest Unsecured Creditors NATIONAL HEALING: S&P Assigns Prelim. 'B' Corp. Credit Rating NAVISTAR INT'L: Carl Icahn Discloses 9.9% Equity Stake NETWORK SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating NEW ERA: Chapter 11 Trustee Seeks Case Conversion to Chapter 7 NORBORD INC.: DBRS Confirms Issuer Rating at 'BB' NORTH CENTRAL: Case Summary & 20 Largest Unsecured Creditors NORTHCORE TECHNOLOGIES: To Release Q3 Results on Nov. 9 NPS PHARMACEUTICALS: Incurs $12.3 Million Net Loss in Q3 NUTRITION 21: Asset Sale Approved; Shareholders May Get Nothing OLIN CORP: S&P Raises Corporate Credit Rating to 'BB' ON THE JOB: Voluntary Chapter 11 Case Summary OPEN RANGE: Section 341(a) Meeting Scheduled for Nov. 22 OPEN RANGE: Committee Retains Polsinelli Shughart as Counsel OPEN RANGE: Committee Retains NHB Advisors as Financial Advisor OPTIMUMBANK HOLDINGS: Officers/Directors Buy 4.7MM Common Shares OXLEY DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors PARTNERS MUTUAL: A.M. Best Places 'C++' FSR Under Review PATRICIA KLUGE: Dec. 7 & Jan. 25 Auctions Proposed PHILLY ORCHESTRA: Wants Court to Halt Harassment From Musicians PMI GROUP: Tries to Unravel Regulators' Takeover PRESIDENT WASHINGTON: Case Summary & 19 Largest Unsec. Creditors PRIME ENVIRONMENTAL: Case Summary & 17 Largest Unsecured Creditors PUNTA GORDA: Case Summary & 14 Largest Unsecured Creditors QUALITY DISTRIBUTION: Reports $6.2 Million Net Income in Q3 QUANTUM CORP: To Hold Annual Advisory Vote on Exec. Compensation QUANTUM FUEL: Extends Maturity of WB QT Convert. Notes to Dec. 15 RAY ANTHONY: Unable to Prosecute Plan, Wants Case Dismissal RELLIM LLC: Case Summary & 4 Largest Unsecured Creditors RENEGADE HOLDINGS: Judge Halts CB Holdings' Buyout Offer RISHI AND MOONI: Voluntary Chapter 11 Case Summary RIVER OF LIFE: Case Summary & 10 Largest Unsecured Creditors RW LOUISVILLE: ORIX Capital Authorized to Foreclose Property SAAB AUTOMOBILE: GM Won't Renew Tech License With Chinese Buyers SALLY HOLDINGS: Plans to Sell $450 Million Sr. Notes Due 2019 SALLY HOLDINGS: Moody's Says 'Ba3' CFR Unaffected by Upsizing SAYLE VILLAGE: Voluntary Chapter 11 Case Summary SEA TRAIL: Has Until Dec. 27 to File Reorganization Plan SEQUENOM INC: Incurs $18.4 Million Net Loss in Third Quarter SHAJANAND INC: Case Summary & 3 Largest Unsecured Creditors SHERITT INTERNATIONAL: DBRS Finalizes 'BB' Rating SINCLAIR BROADCAST: Reports $19.3 Million 3rd Quarter Net Income SM ENERGY: S&P Assigns 'BB' Rating to $350-Mil. Sr. Sec. Notes SOLYNDRA LLC: Miscellaneous Auction Brings in $6.2 Million SOLYNDRA LLC: White House Slams Subpoena as 'Partisan Politics' SONG'S DENTISTRY: Case Summary & 20 Largest Unsecured Creditors SOUTHERN SCHOOL: Case Summary & 20 Largest Unsecured Creditors SOZO INVESTMENT: Voluntary Chapter 11 Case Summary SPRINGWOOD APARTMENTS: Voluntary Chapter 11 Case Summary SPRINT NEXTEL: Moody's Assigns 'B3' Rating to Sr. Notes Offering SPRINT NEXTEL: S&P Assigns 'BB' Rating to $2.5-Bil. Senior Notes SPRINT NEXTEL: S&P Lowers Corporate Credit Rating to 'B+' SSI GROUP: Meeting of Creditors Adjourned to Nov. 9 SUPERMEDIA INC: Posts $35 Million Net Income in 3rd Quarter SUPERMEDIA INC: S&P Puts 'CCC+' CCR on Watch Negative TELECONTINUITY INC: Court Won't Hear Mayberg/Nobska Venture Suit TAYLOR BEAN: WARN Act Settlement Initially Approved TELLICO LANDING: DIP Loan Hearing Continued Until Nov. 10 TENET HEALTHCARE: Moody's Rates New Sr. Secured Notes at 'B1' TENET HEALTHCARE: S&P Assigns 'BB-' Rating to $750MM Sr. Notes TIMBER CREEK: Case Summary & 20 Largest Unsecured Creditors TOWNSENDS INC: Hearing on Final Fee Applications Nov. 22 TRAILER BRIDGE: Extends Wells Fargo Forbearance Pact to Nov. 14 TRANSMATRIX, INC.: Case Summary & 20 Largest Unsecured Creditors TRIANGLE MAINTENANCE: Case Summary & Creditors List TRIN INVESTMENTS: Voluntary Chapter 11 Case Summary UNIGENE LABORATORIES: Messrs. Miller & Bloom Retire from Board UNITY 343: Case Summary & 6 Largest Unsecured Creditors VILLA NUEVA-2008: Case Summary & 4 Largest Unsecured Creditors VITRO SAB: Bonds Trading Above Value in Proposed Reorganization VMA HOSPITALITY: Case Summary & 22 Largest Unsecured Creditors WASHINGTON MUTUAL: Noteholder Mediation to Continue 2 Weeks More WAXAHACHIE HERITAGE: Voluntary Chapter 11 Case Summary W B HOLDINGS: Case Summary & 8 Largest Unsecured Creditors WEST CORP: Files Amendment No.8 to Form S-1 WEST FRASER: DBRS Confirms Issuer Rating at 'BB' WHIRLPOOL CORP: Moody's Affirms Sr Subordinated Rating at (P)Ba1 * Commercial Real Estate Loans Continue to Drive Bank Failures * Bankruptcies Stay on Downward Trend * Moody's Says Junk Default Rate Ticks Higher to 1.9% in October * Thomas P. Ogden Joins Wollmuth Maher & Deutsch LLP * McDonald Hopkins Attracts Six Attorneys in Six Months * Upcoming Meetings, Conferences and Seminars ********* 101 CHARLES: Baltimore Hotel to be Auctioned on November 30 ----------------------------------------------------------- Lorraine Mirabella at the Baltimore Sun reports that a former downtown Baltimore office building that was being converted to a Staybridge Suites Hotel is scheduled to go on the auction block on Nov. 30, 2011. According to the report, auctioneers GoIndustry DoveBid said the foreclosure sale will be held on the site of the 11-story Jefferson Building at 101 N. Charles St. The report notes a U.S. Bankruptcy Court judge cleared the way for lender RL BB Financial LLC to foreclose in August 2011. The report says the developer had a nonbinding letter of intent from the InterContinental Hotels Group, a management company for the Staybridge Suites brand, but completed only about half the renovations before running into financial trouble. No work has been done since 2009. Based in Columbia, Maryland, 101 Charles Street LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-27966) on Aug. 6, 2010. Judge Nancy V. Alquist presides over the case. James A. Vidmar, Jr., Esq., at Logan, Yumkas, Vidmar & Sweeney LLC, represents the Debtor. The Debtor estimated assets of between $1 million and $10 million, and debts of between $10 million and $50 million. 1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 1419 Alleghney West Holdings LLC 430 Berwyn Baptist Road Berwyn, PA 19312 Bankruptcy Case No.: 11-18486 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Magdeline D. Coleman Debtor's Counsel: Lee M. Herman, Esq. LEE M. HERMAN, ESQUIRE, PC 426 - 428 East Baltimore Pike P.O. Box 2090 Media, PA 19063 Tel: (610) 891-6500 E-mail: lmh@lmhlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Joel A. Harden, member. 155 EAST: Hearing on Cash Collateral Use Continued to Jan. 25 ------------------------------------------------------------- On Oct. 27, 2011, the U.S. Bankruptcy Court for the District of Nevada approved a second stipulation to continue the final cash collateral use hearing in the Chapter 11 case of East Tropicana, LLC. The date of the final hearing to determine the use of cash collateral will be continued to Jan. 25, 2012, at 9:30 a.m. Objections, if any, are due Jan. 11, 2012, and the deadline to file and serve any replies to the oppositions will be continued until Jan. 18, 2012. Pursuant to the second extension stipulation, the Debtors are authorized to pay the costs of administration and to operate the Company's business in the ordinary course through the continued final hearing date. The stipulation was entered among 155 East Tropicana, LLC, and 155 East Tropicana Finance Corp., Canpartners Realty Holding Company IV LLC, as agent, credit facility lender and holder of senior secured notes, and U.S. Bank National Association, in its capacity as trustee. A copy of the Second Extension Stipulation is available for free at http://bankrupt.com/misc/155east.dkt221.pdf 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. 155 EAST: Wants Plan Exclusivity Deadline Extended to Jan. 28 ------------------------------------------------------------- 155 East Tropicana, LLC, and 155 East Tropicana Finance Corp. ask the U.S. Bankruptcy Court for the District of Nevada to extend the exclusive period to file a plan and the exclusive period to secured acceptance of the Debtor's plan filing deadline to Jan. 28, 2012, and April 28, 2012, respectively. The plan exclusivity and acceptance exclusivity deadlines expire on Nov. 29, 2011, and Jan. 28, 2011, respectively, absent an extension. The Debtors relate that Innovation Capital, LLC, whose employment as the Debtors' financial advisor for capital raising transactions and M&A transactions was only approved on Oct. 21, needs a realistic timeframe to conclude its Transaction Process, and thus provide the Debtors with a viable means of reorganization. The hearing on the motion is scheduled for Nov. 29, 2011, at 11:00 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. 32ND STREET: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 32nd Street LLC 355 N. Calvert Street Baltimore, MD 21202 Bankruptcy Case No.: 11-31839 Chapter 11 Petition Date: November 2, 2011 Court: United States Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Michael O. Ramsey, Esq. 2122 Maryland Ave. Baltimore, MD 21218 Tel: (410) 752-0035 Fax: (410) 752-0062 E-mail: michaeloramsey@mac.com Scheduled Assets: $951,450 Scheduled Debts: $1,375,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb11-31839.pdf The petition was signed by Ronald Persaud, managing member. 3TXG LP: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------- Debtor: 3TXG, LP 4430 W. Maple Dr. Friendswood, TX 77546 Bankruptcy Case No.: 11-80574 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Paul Debtor's Counsel: Ronald Julius Smeberg, Esq. THE SMEBERG LAW FIRM PLLC 12002 Bandera Rd., Suite 102 Helotes, TX 78023 Tel: (866) 512-9928 Fax: (866) 568-4107 E-mail: Ronaldsmeberg@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-80574.pdf The petition was signed by Kamlesh Hasmukh, managing member of Southern School, LLC, general partner. 500 WESTBROOK: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 500 Westbrook, LLC 528 Stroudwater Street Westbrook, Me 04092 Bankruptcy Case No.: 11-21598 Chapter 11 Petition Date: November 4, 2011 Court: U.S. Bankruptcy Court District of Maine (Portland) Debtor's Counsel: Richard P. Olson, Esq. PERKINS OLSON, PA 32 Pleasant Street P.O. Box 449 Portland, ME 04112 Tel: (207) 871-7159 E-mail: rolson@perkinsolson.com Scheduled Assets: $4,000,000 Scheduled Debts: $2,414,500 The Company?s list of its nine largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/meb11-21598.pdf The petition was signed by Jason Snyder, manager. AEROSPACE INC: Moody's Upgrades Corporate Family Rating to 'Ba1' ---------------------------------------------------------------- Moody's Investors Service upgraded the corporate family and probability of default ratings of B/E Aerospace, Inc. ("B/E Aerospace") to Ba1 from Ba2. Separately Moody's affirmed the company's senior secured revolving credit facility rating at Baa2 and upgraded the senior unsecured notes to Ba2 from Ba3. The rating outlook is stable. Rating Upgrades and Assessment Changes: Issuer: B/E Aerospace, Inc. -- Corporate Family Rating, Upgraded to Ba1 from Ba2 -- Probability of Default Rating, Upgraded to Ba1 from Ba2 -- Senior Unsecured Notes, Upgraded to Ba2 (LGD4, 64%) from Ba3 (LGD4, 67%) -- Senior Unsecured Shelf, Upgraded to (P)Ba2 from (P)Ba3 RATINGS RATIONALE The upgrade reflects Moody's belief that the company's market leadership position as a Tier One supplier to aircraft and aerospace manufacturers, growing and diverse installed product base, and profit margins meaningfully above peers will likely sustain recent strong improvements to the company's credit profile. B/E Aerospace's Q3 2011 earnings reflect the strong momentum in operating performance and cash flow generation, with 17% organic sales growth and free cash flow ($69 million) in excess of reported earnings ($65 million), Operating profits of 17.2% in the twelve months to September 30, 2011 (inclusive of Moody's accounting adjustments) are near an all-time high. Importantly operating margins remained relatively stable throughout the aerospace industry down-cycle of 2008-09, despite revenue declines. Moody's expects B/E Aerospace to sustain high operating margins for some time, as the company should benefit from expanding OEM aircraft deliveries as well as a growing aftermarket component of revenues. High-margin aftermarket sales should grow as the operators and lessors have increased demand for cabin interior installation and reconfiguration work, and are outsourcing a growing portion of this to third parties. As well B/E Aerospace has high-value content on new twin-aisle airplane programs (B787, A350XWB) that will deliver in significant number over this decade. Key credit metrics (Debt to EBITDA of 2.9 times, EBIT to Interest of 3.5 times in the twelve months to September 30, 2011) are in the mid-range for Ba1-rated companies. Free Cash Flow to Debt of 18.7% (twelve months to September 30, 2011) is at the high end of the rating category, and among the highest for the industry. Moodys' expects the company to generate free cash flow above $200 million over the next twelve months, notwithstanding some anticipated cash uses (for working capital related to inventory builds as well as higher capital spending, in anticipation of higher production rates). The Ba1 rating incorporates flexibility for moderate sized acquisitions as the company has historically done, but Moody's does not anticipate B/E Aerospace would pursue a transformational acquisition (large debt-funded, and/or outside of B/E Aerospace's core competencies). Moody's expects acquisition activity to be restrained over the intermediate term and funded mostly with internally generated cash. The Ba1 rating reflects B/E Aerospace's market leadership position as the largest manufacturer of cabin interiors - seating, lighting, galley systems- and a leading distributor of aerospace fasteners and consumables. Bookings have exceeded revenues during the first nine months of 2011, portending further build-up of B/E Aerospace's large backlog (about 1.5 times revenues). The large backlog provides good visibility into forward operating performance. As well, B/E Aerospace's large installed base on commercial and military aircraft as well as broad customer base (operators, OEM's, lessors, MRO's, military) ensures some revenue stability through the cycle. The Ba1 rating is supported by B/E Aerospace's very good liquidity, with a large ($750 million) unused revolving credit facility and the expectation of growing free cash flow as well as moderate ongoing cash demands (no debt maturities until 2018). The Ba2 rating on the senior unsecured notes reflects their effective subordination to the senior secured bank debt ($750 million revolving credit facility) in the capital structure. Affirmation of the Baa2 rating for the senior secured revolving facility reflects Moody's belief that as companies approach the threshold of investment grade ratings, the lower default risk inures more to the benefit of junior creditors (typically, senior unsecured debt holders) than to the secured creditors. For example, as companies transition to investment-grade credit profiles security provisions often fall away (either as written into existing credit agreements, or upon refinancing of currently secured facilities). Therefore, the significance of collateral considerations in the expected loss rating framework is lessened as the credit profile improves - with junior creditors also indirectly sharing in any improved cushion in residual value pledged to secured creditors. The stable outlook reflects Moody's expectation of further operating performance improvements, with sustained growth in global revenue passenger miles and continued high level of MRO activity, leading to credit metrics sustained near the mid-range of the Ba1 rating category. A higher rating, while unlikely at this time, would likely require maintaining operating performance improvements such that Debt-to-EBITDA is sustained below 2.5 times and EBIT-to-Interest is sustained above 4.0 times. Sustaining above-average operating margins, conservative financial policies and very good liquidity levels would be required for a rating upgrade or positive outlook. The rating and/or outlook could come under downward pressure if operating margins were to become pressured, leading to Debt-to-EBITDA approaching 3.5 times and EBIT-to-Interest below 3.0 times. Any outsized shareholder- friendly initiatives (especially if funded with debt) or inability to execute on the backlog with the accelerated OEM production rates could also warrant consideration for potential negative rating action(s). B/E Aerospace, Inc is the world's largest manufacturer of commercial and general aviation cabin interior products and a major independent distributor of aerospace fasteners. B/E Aerospace's products include aircraft seats, equipment for food and beverage preparation and storage, oxygen delivery systems, a broad line of aerospace fasteners and certain engineering and design services. Revenue for the last twelve months through September 30, 2011 was approximately $2.4 billion. The principal methodology used in rating B/E Aerospace, Inc. was the Global Aerospace and Defense Industry Methodology published in June 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. ALABAMA AIRCRAFT: Court Converts Case to Chapter 7 Liquidation -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Alabama Aircraft Industries Inc. gave up hope confirming even a liquidating Chapter 11 plan and prevailed on the U.S. Bankruptcy judge in Delaware to convert the case last week to a liquidation in Chapter 7 where a trustee was appointed. When the business was sold in September, the company lost the right to use cash and couldn't pay its bills, including $300,000 for goods and services provided during the Chapter 11 case and $750,000 in fees owing to professionals. Alabama Aircraft filed a motion to convert the case to a liquidation under Chapter 7 in October 2011. About Alabama Aircraft Birmingham, Alabama-based Alabama Aircraft Industries Inc. -- http://www.alabamaaircraft.com/-- provided aircraft maintenance and modification services for the U.S. government and military customers. Its 190-acre facility, as well as its corporate office, is located at the Birmingham International Airport. Alabama Aircraft filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two subsidiaries also filed: Alabama Aircraft Industries, Inc.- Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering Services, Inc. (Case No. 11-10454). The Company said the primary goal of the Chapter 11 filing is to address long-term indebtedness and, in particular, long-term pension obligations. The Company owed $68.5 million the Pension Benefit Guaranty Corp. prepetition. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to the Debtors. Alabama Aircraft estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. The Debtor won Court authority at the end of August 2011 to sell its assets to a unit of Kaiser Group Holdings Inc. for $500,000 and up to $30 million in recoveries from potential litigation. ALEX SONG: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Alex Song D.D.S., PC 220 Horizon Drive, Suite F Henderson, NV 89015 Bankruptcy Case No.: 11-27166 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Debtor's Counsel: Charles T. Wright, Esq. PIET & WRIGHT 3130 S. Rainbow Boulevard, Suite 304 Las Vegas, NV 89146 Tel: (702) 566-1212 Fax: (702) 566-4833 E-mail: tiffany@pietwright.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb11-27166.pdf The petition was signed by Alex Song, president. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Alex Young Song and Traci Ngoc Doan 10-29635 09/30/11 Horizon Nevada, LLC. 10-29635 10/18/11 Song's Dentistry, PC 11-27170 10/31/11 ALLY FINANCIAL: Incurs $210 Million Net Loss in Third Quarter ------------------------------------------------------------- Ally Financial Inc. reported a net loss of $210 million for the third quarter of 2011, compared to net income of $113 million in the prior quarter and net income of $269 million for the third quarter of 2010. Core pre-tax income, which reflects income from continuing operations before taxes and original issue discount (OID) amortization expense primarily from bond exchanges, totaled $102 million in the third quarter of 2011, compared to $466 million in the prior quarter and $635 million in the comparable prior year period. The decline in third quarter income was largely driven by a $471 million pre-tax loss related to the negative impact of the mortgage servicing rights (MSR) valuation, net of hedge, resulting from a decline in interest rates and market volatility. Excluding the impact of the MSR valuation, net of hedge, core pre-tax income was $573 million during the quarter. Additionally, Ally had lower lease gains, as lease termination levels declined in line with the company's expectations. In order to proactively address the changes in the mortgage industry as a whole, the company will take immediate action to reduce its focus on the correspondent mortgage channel. Ally will maintain correspondent relationships with its key customers and will continue to participate in the consumer and broker lending channels, which are higher margin businesses. The correspondent channel represents approximately 84 percent of the Company's mortgage originations year-to-date. As a result, Ally's exposure to MSR asset volatility will decrease over time, and the company will be better positioned to comply with Basel III requirements. "Ally's leading global auto finance and Ally Bank franchises performed well in the third quarter with strong growth and solid profitability," said Ally Chief Executive Officer Michael A. Carpenter. "Unfortunately, this was offset by the valuation of the MSR asset during a period of extraordinary market turmoil." A full-text copy of the press release is available for free at: http://is.gd/7wmvYg About Ally Financial Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/ -- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. The Company's balance sheet at June 30, 2011, showed $178.88 billion in total assets, $158.46 billion in total liabilities, and $20.42 billion in total equity. * * * In January 2011, Standard & Poor's Ratings Services raised its rating on the preferred stock of Ally Financial Inc. (Ally; B/Stable/C) to 'CC' from 'C'. The ratings firm noted that Ally improved its liquidity position and alleviated some funding pressure at its holding Company in recent months, making it easier to meet obligations on its preferred stock. Nevertheless, the Company faces significant debt maturities at its holding Company in 2011 and 2012, which is reflected in the 'CC' rating. As reported by the TCR on May 6, 2011, Standard & Poor's Ratings Services raised its long-term counterparty credit ratings on both Ally Financial Inc. (formerly GMAC Inc.) and subsidiary Residential Capital LLC (ResCap) to 'B+' from 'B'. The outlook on both ratings is stable. "Ally, an automobile- and mortgage- finance and servicing company, and ResCap, its mortgage subsidiary, improved their capital, credit quality, earnings, and liquidity in recent months," said Standard & Poor's credit analyst Brendan Browne. They also settled a material portion of their mortgage repurchase risk and have been profitable. In February 2011, Moody's Investors Service upgraded the issuer and senior unsecured ratings of Ally Financial Inc. and its supported subsidiaries to B1 from B3. Concurrently, Moody's upgraded the senior secured (second lien) and senior unsecured ratings of mortgage finance subsidiary Residential Capital LLC to Caa3 and Ca, respectively, from C. The rating outlook for both Ally and ResCap is stable. Moody's said the Ally and ResCap upgrades reflect a decline in ResCap's exposure to portfolio under-performance and mortgage repurchase risks and an associated decrease in contingent risks to Ally relating to its support of ResCap. Additional factors supporting Ally's upgrade include its strengthened liquidity and capital positions and prospects for continued profitability in its core auto finance and mortgage businesses based upon positive asset quality performance trends. AMERICAN AXLE: Closes Sale of $200 Million Senior Notes Due 2019 ---------------------------------------------------------------- American Axle & Manufacturing, Inc., completed the closing of the sale of $200 million aggregate principal amount of 7.75% senior notes due 2019. The Notes are guaranteed on a senior unsecured basis by the Company and certain of AAM's current and future subsidiaries. The Notes were issued by AAM pursuant to an Indenture, dated as of Nov. 3, 2011, by and among AAM, the Guarantors and U.S. Bank National Association, as trustee, which governs the terms of the Notes. On Oct. 31, 2011, the Company, AAM and the subsidiary guarantors entered into an underwriting agreement with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein. A copy of the Underwriting Agreement is available for free at http://is.gd/kHPt8h About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. AXL has financial support from GM, its largest customer which accounted for 78% of sales in 2009. The Company's balance sheet at Sept. 30, 2011, showed $2.23 billion in total assets, $2.60 billion in total liabilities, and a $373.30 million total stockholders' deficit. * * * In June 2011, Standard & Poor's Ratings Services raised its corporate credit rating on American Axle & Manufacturing Holdings Inc. to 'BB-' from 'B+'. The outlook is stable. "At the same time, we raised our issue-level ratings on the company's senior secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B' from 'B-'. All the recovery ratings on the debt remain unchanged," S&P stated. "The upgrade reflects our opinion that American Axle's credit measures will improve further over the next 12 months under the gradual recovery in North American auto demand, and that the company's leverage will decline to 3.5x," said Standard & Poor's credit analyst Lawrence Orlowski. As reported by the TCR on June 3, 2011, Moody's Investors Service raised American Axle's Corporate Family Rating and Probability of Default Rating to 'B1' from 'B2'. The raising of American Axle's CFR to B1 incorporates Moody's expectation that the company's improved year-over-year EBIT margin will largely be sustained over intermediate-term despite potential temporary automotive production disruptions and high gasoline prices. AMR CORP: American Airlines Reports 83.2% October Load Factor ------------------------------------------------------------- American Airlines reported an October load factor of 83.2 percent, which compares to 83.6 percent in the same period last year. American's capacity and traffic were 0.7 percent and 1.1 percent lower year-over-year, respectively. Domestic load factor increased 0.3 points to 84.9 percent, as capacity and traffic decreased by 2.1 and 1.8 percent year-over- year, respectively. International traffic was consistent relative to last October on a capacity increase of 1.5 percent, resulting in international load factor being lower by 1.3 points versus the same period last year. American boarded 7.2 million passengers in October. A detailed traffic and capacity report is available for free at: http://is.gd/z0U5f0 About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings, 'Caa1' corporate family and probability of default ratings from Moody's, and a 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. AMTRUST FINANCIAL: Court Confirms Amended Chapter 11 Plan --------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court issued an order confirming AmTrust Financial's Amended Joint Plan of Reorganization. The AmFin Plan incorporates a proposed compromise and settlement regarding the holders of the Senior Notes Claims. Specifically, the holders of the Senior Notes Claims have agreed (a) that each holder will be treated as the holder of a single Unsecured Claim against the consolidated Debtors, (b) to have any liens, security interests, mortgages or guaranties granted pursuant to the Senior Notes Agreement be disregarded for all purposes under the AmFin Plan, (c) to the substantive consolidation of the Debtors' estates pursuant to the AmFin Plan, and (d) to the designation of directors of Reorganized AFC in the manner set forth in the AmFin Plan. Holders of Senior Notes Claims have also agreed that the Noteholder Settlement Amount of $2.0 million will not be distributed to holders of Senior Notes Claims but will be instead be distributed to or reserved for other holders of Class 6 and Class 8 Claims -- other than the Subordinated Notes Claims -- on a pro rata basis. In consideration for such agreements by the holders of the Senior Notes Claims, the Debtors have agreed that the Senior Notes will have Allowed Unsecured Claims in an agreed aggregate amount of $100,763,414.93 and that the Subordinated Notes will have an Allowed Unsecured Claims in an agreed aggregate amount of $53,628,210.13. The Debtors also have agreed (a) that any claim for recovery of the roughly $11.8 million paid by the Debtors to holders of Senior Notes Claims in October 2009 will be settled in full by the redistribution of the Noteholder Settlement Amount, (b) not to object to any claims filed by the holders of the Senior Notes, or their professionals or by the Bank of New York Mellon, as collateral agent for the Senior Notes, or its professionals, for substantial contribution under section 503(b) of the Bankruptcy Code up to an aggregate amount of $950,000, (c) to the designation of the Board of Directors of Reorganized AFC as set forth in the AmFin Plan, and (f) to the releases of the holders of Senior Notes Claims and their respective present or former directors, officers, employees, attorneys, accountants, underwriters, investment bankers, financial advisors, representatives and agents, as set forth in the AmFin Plan. About AmTrust Financial AmTrust Financial Corp. (PINK: AFNLQ) was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009. The debtor subsidiaries include AmFin Real Estate Investments, Inc., formerly AmTrust Real Estate Investments, Inc. (Case No. 09-21328). G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland, Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey (US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors. Kurtzman Carson Consultants serves as claims and notice agent. Attorneys at Hahn Loeser & Parks LLP serve as counsel to the Official Committee of Unsecured Creditors. AmTrust Management estimated $100 million to $500 million in assets and debts in its Chapter 11 petition. AmTrust Bank was not part of the Chapter 11 filings. On Dec. 4, 2009, AmTrust Bank was closed by regulators and the Federal Deposit Insurance Corporation was named receiver. New York Community Bank, in Westbury, New York, assumed all of the deposits of AmTrust Bank pursuant to a deal with the FDIC. ARCSOURCE NICHOLS: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: ArcSource Nichols, LLC 36 London Lane Seabrook, NH 03874 Bankruptcy Case No.: 11-14034 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court District of New Hampshire (Manchester) Judge: J. Michael Deasy Debtor's Counsel: Jennifer Rood, Esq. BERNSTEIN SHUR 670 N. Commercial Street, Suite 108 P.O. Box 1120 Manchester, NH 03105-1120 Tel: (603) 623-8700 Fax: (603) 623-7775 E-mail: jrood@bernsteinshur.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 12 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nhb11-14034.pdf The petition was signed by Stephen M. Nichols, managing member. Affiliates that previously filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Katim Inc. 11-12059 5/23/11 ArCsource, Inc. 11-12060 5/23/11 ASSET ACCEPTANCE: Moody's Assigns 'B1' Rating to Credit Facility ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Asset Acceptance Capital Corp.'s (AACC) new senior secured credit facility. Moody's also affirmed AACC's Corporate Family Rating at B1 and changed the firm's rating outlook to stable from negative. RATINGS RATIONALE The change in rating outlook to stable from negative reflects the fact that AACC has made progress improving its collections productivity, as evidenced by improvements in key metrics such as operating expenses as percent of collections. The company has also improved its accuracy and performance in portfolio forecasting and pricing as evidenced by a moderation in frequency and magnitude of impairment charges over the past six quarters. These measures have led to growth in cash collections and EBITDA. AACC still faces a number of credit challenges. Despite recent enhancements, the company's collections productivity continues to lag its primary competitors. Moreover, the company's business model as a monoline acquirer and manager of charged off consumer debt portfolios involves a deeply speculative asset class that is inherently susceptible to model risk regarding cash flow (collections) forecasting and portfolio valuation. And regulatory and political risk remains high, both for AACC and the industry as a whole. The senior secured credit facility is AACC's only significant debt, therefore the rating is equalized with the Corporate Family Rating. AACC's ratings continue to reflect the company's position as a significant player in the US debt collection industry, as well as its solid capital base, leverage, debt service coverage metrics and satisfactory liquidity profile. AACC's current ratings are: Corporate Family Rating B1 Senior Secured Bank Credit Facility B1 The last rating action for AACC was on April 20, 2011, when Moody's affirmed the company's ratings and assigned a negative outlook. The principal methodology used in rating AACC is "Analyzing the Credit Risks of Finance Companies." Headquartered in Warren, Michigan, AACC purchases charged-off consumer debt from credit issuers, and then uses proprietary methods to collect on these receivables. As of September 30, 2011 AACC reported total assets of $389 million. ASTRO TEL: Verizon Asks Court to Toss Firm's Antitrust Suit ----------------------------------------------------------- Abigail Rubenstein at Bankruptcy Law360 reports that Verizon Communications Inc. on Friday asked a Florida federal court to toss Astro Tel Inc.'s lawsuit accusing the company of abusing its control of telecommunications infrastructure to obstruct AstroTel's ability to serve its subscribers. Verizon claimed in its motion to dismiss the case that AstroTel's Sherman Act allegations must fail because the U.S. Supreme Court has barred antitrust claims alleging insufficient access to elements of an incumbent local telephone company's network. Astro Tel Inc. filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 10-29992) on Dec. 16, 2010, listing under $1 million in assets and debts. AURA SYSTEMS: Five Directors Elected at Annual Meeting ------------------------------------------------------ At Aura Systems Inc.'s annual meeting of stockholders held on Oct. 27, 2011, not less than 73% of the total shares entitled to vote were voted in favor of the election of each of Melvin Gagerman, James Simmons, Warren Breslow, Arthur Schwartz, and Salvador Diaz-Verson to serve on the Board of Directors until the next annual meeting of stockholders, or until his successor is duly elected and qualified. Not less than 92% of the total shares entitled to vote were voted in favor of amending the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000. Not less than 91% of the total shares entitled to vote were voted in favor of amending the Company's Certificate of Incorporation permitting a reverse stock split. Not less than 72% of the total shares entitled to vote were voted in favor of amending the Company's 2006 Employee Stock Option Plan, increasing the number of shares issuable under that plan. Not less than 72% of the total shares entitled to vote were voted in favor of adopting the Company's 2011 Director and Executive Officer Stock Option Plan. About Aura Systems El Segundo, Calif.-based Aura Systems, Inc., designs, assembles, tests and sells its proprietary and patented Axial Flux induction machine ("AF") known as the AuraGen(R) for industrial and commercial applications and VIPER for military applications. Kabani & Company, Inc., in Los Angeles, Calif., expressed substantial doubt about Aura Systems' ability to continue as a going concern, following the Company's results for the fiscal year ended Feb. 28, 2011. The independent auditors noted that the Company has historically incurred substantial losses from operations and may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. The Company's Aug. 31, 2011, showed $4.60 million in total assets, $14.64 million in total liabilities and a $10.04 million total stockholders' deficit. AXESSTEL INC: Reports $1.3 Million Net Income in 3rd Quarter ------------------------------------------------------------ Axesstel, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $1.30 million on $17.06 million of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $1.12 million on $9.07 million of revenue for the same period a year ago. The Company also reported net income of $80,616 on $37.23 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $3.89 million on $35.75 million of revenue for the same period during the prior year. The Company reported a net loss of $6.31 million on $45.43 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $10.13 million on $50.82 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $13.53 million in total assets, $26.21 million in total liabilities, all current, and a $12.67 million total stockholders' deficit. Gumbiner Savett Inc., in Santa Monica, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditor 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 full-text copy of the Form 10-Q is available for free at: http://is.gd/RlbziE About Axesstel, Inc. San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST) -- http://www.axesstel.com/-- is a provider of fixed wireless voice and broadband access solutions for the worldwide telecommunications market. BANK OF GRANITE: Suspending Filing of Reports with SEC ------------------------------------------------------ Bank of Granite Corporation 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. As of Nov. 3, 2011, there was no holder of the common shares. About Bank of Granite Granite Falls, N.C.-based Bank of Granite Corporation is a Delaware corporation that was organized June 1, 1987, as a bank holding company. The Company's only businesses are the ownership and operation of Bank of Granite, a state bank chartered under the laws of North Carolina on Aug. 2, 1906, and Granite Mortgage, Inc., a mortgage bank chartered under the laws of North Carolina on June 24, 1985. Granite Mortgage discontinued its origination activities during 2009. The Company conducts its community banking business operations from 20 full-service offices located in Burke, Caldwell, Catawba, Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in North Carolina. The Company's balance sheet at June 30, 2011, showed $807.06 million in total assets, $787.75 million in total liabilities, and $19.30 million in total stockholders' equity. Cease and Desist Order In 2009, Bank of Granite entered into a Stipulation and Consent to the issuance of an Order to Cease and Desist by the Federal Deposit Insurance Corporation and the North Carolina Commissioner of Banks. Based on the Company's Consent, the FDIC and the Commissioner jointly issued the Order on Aug. 27, 2009. The Order requires the Bank to achieve and maintain Tier 1 Leverage Capital Ratio of not less than 8% and a Total Risk-Based Capital of not less than 12% for the life of the Order. Going Concern Doubt The Company reported a net loss of $23.66 million on $44.80 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $25.62 million on $52.64 million of total interest income during the prior year. Dixon Hughes PLLC, in Charlotte, North Carolina, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2010 financial results. The independent auditors noted that the Company incurred net losses in 2010 and 2009, primarily from higher provisions for loan losses. Bank of Granite Corporation's wholly-owned bank subsidiary is under a regulatory order that requires, among other provisions, higher regulatory capital requirements. The Bank did not meet the higher capital requirements as of Dec. 31, 2010 and is not in compliance with the regulatory agreement. Failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. BANK OF GRANITE: Terminates Registration of Common Shares --------------------------------------------------------- Bank of Granite Corporation filed with the U.S. Securities and Exchange Commission a Post-Effective Amendment relating to each of the following registration statements on Form S-8: * File No. 333-143946, of Bank of Granite Corporation, filed with the SEC on June 21, 2007, pertaining to the registration of an aggregate of 750,000 shares of the Company's common stock, $1.00 par value per share, issuable under Bank of Granite Corporation 2007 Stock Incentive Plan. * File No. 333-108032, of the Company, filed with the SEC on Aug. 15, 2003, pertaining to the registration of (i) an aggregate of 41,758 shares of Common Stock, issuable under the Bank of Granite/First Commerce Corporation Omnibus Stock and Incentive Plan and (ii) an aggregate of 87,686 shares of Common Stock issuable under the Bank of Granite/First Commerce Bank 1997 Nonqualified Stock Option Plan for Directors. * File No. 333-102383, of the Company, filed with the SEC on Jan. 7, 2003, pertaining to the registration of an aggregate of 400,000 shares of Common Stock, issuable under the Bank of Granite Employee's Profit Sharing Retirement Plan and Trust. On Oct. 21, 2011, FNB United Corp. completed its previously announced acquisition of the Company. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of April 26, 2011, as amended, by and among FNB, Gamma Merger Corporation, a wholly owned subsidiary of FNB ("Merger Sub"), and the Company, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of FNB. As a result of the Merger, the offerings of shares of Common Stock by the Company pursuant to the Registration Statements have been terminated. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offerings, the Company has filed this Post-Effective Amendment to terminate the effectiveness of the Registration Statements and to remove from registration all of the Common Stock registered but unsold under the Registration Statements as of the date of this Post-Effective Amendment, if any. About Bank of Granite Granite Falls, N.C.-based Bank of Granite Corporation is a Delaware corporation that was organized June 1, 1987, as a bank holding company. The Company's only businesses are the ownership and operation of Bank of Granite, a state bank chartered under the laws of North Carolina on Aug. 2, 1906, and Granite Mortgage, Inc., a mortgage bank chartered under the laws of North Carolina on June 24, 1985. Granite Mortgage discontinued its origination activities during 2009. The Company conducts its community banking business operations from 20 full-service offices located in Burke, Caldwell, Catawba, Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in North Carolina. The Company's balance sheet at June 30, 2011, showed $807.06 million in total assets, $787.75 million in total liabilities, and $19.30 million in total stockholders' equity. Cease and Desist Order In 2009, Bank of Granite entered into a Stipulation and Consent to the issuance of an Order to Cease and Desist by the Federal Deposit Insurance Corporation and the North Carolina Commissioner of Banks. Based on the Company's Consent, the FDIC and the Commissioner jointly issued the Order on Aug. 27, 2009. The Order requires the Bank to achieve and maintain Tier 1 Leverage Capital Ratio of not less than 8% and a Total Risk-Based Capital of not less than 12% for the life of the Order. Going Concern Doubt The Company reported a net loss of $23.66 million on $44.80 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $25.62 million on $52.64 million of total interest income during the prior year. Dixon Hughes PLLC, in Charlotte, North Carolina, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2010 financial results. The independent auditors noted that the Company incurred net losses in 2010 and 2009, primarily from higher provisions for loan losses. Bank of Granite Corporation's wholly-owned bank subsidiary is under a regulatory order that requires, among other provisions, higher regulatory capital requirements. The Bank did not meet the higher capital requirements as of Dec. 31, 2010 and is not in compliance with the regulatory agreement. Failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. BARKER INVESTMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Barker Investment, LLC P.O. Box 1856 Coeburn, VA 24230 Bankruptcy Case No.: 11-72249 Chapter 11 Petition Date: November 2, 2011 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Judge: William F. Stone Jr. Debtor's Counsel: Robert Tayloe Copeland, Esq. COPELAND & BIEGER, P.C. P.O. Box 1296 Abingdon, VA 24212 Tel: (276) 628-9525 Fax: (276) 628-4711 E-mail: rcopeland@copelandbieger.com Scheduled Assets: $1,800,000 Scheduled Debts: $1,500,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by James C. Kiser, sole managing member. BEACON POWER: Asks Court to Limit Claims Trading to Protect NOLs ---------------------------------------------------------------- Katy Stech, writing for Dow Jones' DBR Small Cap, reports that Beacon Power Corp. moved to protect the value of $166 million in tax breaks it has gathered after years of seeping money while it developed its electricity-storage technology. The company also has nearly $5 million worth of tax breaks from research development and federal investment programs. Beacon Power said it risks losing the tax breaks if large chunks of its publicly traded stock change hands throughout its Chapter 11 bankruptcy case. Those tax breaks could provide a valuable source of money for the company as it tries to get its second energy storage project off the ground in Northeast Pennsylvania and reorganize its debts, including a $39 million loan that was guaranteed by the U.S. Department of Energy. DBR notes that company officials laid out a series of new stock- trading procedures that require major shareholders to notify the company of deals to sell big chunks of the company's stock. The rules also enable the company to formally object to those deals in bankruptcy court. Under the proposal, the company's major shareholders -- anyone with at least 1,450,613 shares, or about 4.5% of its commons stock -- would have to alert the company if they intend to sell off some of those shares. Under the company's request, the trading restrictions would apply to trades that happened as early as Nov. 4. Bankruptcy court rules require a judge to approve a company's stock-trading restrictions before they take effect. The court has scheduled a hearing for Nov. 18 to go over the proposal. DBR notes a company's tax losses are valuable because it can use them to offset what it owes on future taxed income for up to 20 years. But companies whose ownership dramatically changes can lose those benefits. Such rules are meant to prevent outside corporations from buying money-losing companies simply to avoid paying taxes. 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. 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 Chapter 11 bankruptcy on Sept. 6, 2011. BERNARD L. MADOFF: Justice Dep't. Won't Probe SEC Lawyer Kotz ------------------------------------------------------------- Andrew Ackerman, writing for The Wall Street Journal, reports that the U.S. Justice Department doesn't plan to investigate whether David Becker, the Securities and Exchange Commission's former top attorney, broke conflict-of-interest laws when he participated in the agency's handling of the Bernard Madoff Ponzi scheme. The Journal recounts SEC Inspector General David Kotz had recommended the Justice Department review whether Mr. Becker broke laws in a September report that argued Mr. Becker participated "personally and substantially" in the agency's handling of the Madoff fraud case at a time when he had a personal financial interest. "The Justice Department recently informed us that after careful review of the information we sent them, they have decided not to pursue a criminal prosecution with respect to the Becker matter," Mr. Kotz said in a statement. WSJ relates William Baker, an attorney who represents Mr. Becker, said Justice Department officials told him last week that they didn't intend to open in investigation in response to the Kotz referral. A Justice Department spokeswoman declined to comment. WSJ notes Mr. Becker and his two brothers were heirs to their mother's 2004 estate, which included about $2 million that had been invested with the Madoff firm. In the fall of 2009, Mr. Becker advised the commission on how Mr. Madoff's victims should be compensated, favoring a "constant-dollar approach" that would essentially take into account inflation when calculating victims' claims. Though the commission voted in favor of that method, it hasn't yet been implemented. SEC Chairman Mary Schapiro has said the SEC would act on Mr. Kotz's recommendation that the SEC redo a vote on victims' compensation methods. In his defense, WSJ recounts, Mr. Becker has said he informed Ms. Schapiro and other top agency officials about his tie to the Madoff case. He also received clearance from the SEC's former ethics counsel to work on Madoff matters. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of July 15, 2011, a total of US$6.88 billion in claims by investors has been allowed, with US$794.9 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BERNARD L. MADOFF: Court Told to Reconsider KPMG Appeal in Lawsuit ------------------------------------------------------------------ Dow Jones' Daily Bankruptcy Review reports that the U.S. Supreme Court on Monday ordered a Florida court to reconsider a KPMG LLP appeal that seeks to stop a Florida lawsuit alleging the accounting firm failed to properly audit three funds that invested with Bernard Madoff. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of July 15, 2011, a total of US$6.88 billion in claims by investors has been allowed, with US$794.9 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BEULAH LAND: Files for Chapter 11 to Force Lender Talks ------------------------------------------------------- Lance Griffin at dothaneagle.com reports that Birmingham, Ala., bankruptcy attorney Dan Sparks said on Nov. 7, 2011, that Greater Beulah Baptist Church and Beulah Land Christian Academy are expected to continue their normal ministries following the Chapter 11 bankruptcy filing of Beulah Land Inc. "Beulah Land, Inc., filed for Chapter 11 protection as an offensive maneuver to be able to negotiate more favorable payment terms with its only lender, (Evangelical Christian Credit Union of California). Greater Beulah Baptist Church is a separate legal entity, with separate assets and a wholly separate budget," the report quotes Mr. Sparks as saying. According to the report, ECCU is owed $4.6 million. It lists $3 million in collateral, leaving an unsecured amount of $1.6 million. Mayer Electric Supply is also listed as a creditor with a claim of $3,565. Greater Beulah Baptist Church was started in 1907 in the Lakeview Community of Dothan, Alabama. It was later known as Adams Street Baptist Church before finding a home on Headland Avenue as Greater Beulah again. BLUEKNIGHT ENERGY: MSD Capital Owns 23.1% of Common Units --------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, MSD Capital, L.P., and its affiliates disclosed that they beneficially own 5,512,786 shares of common units of Blueknight Energy Partners, L.P., representing 23.1% of the units outstanding. A full-text copy of the filing is available for free at http://is.gd/WvE1F1 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. BOYD GAMING: S&P Rates $350-Mil. Incremental Term Loan at 'BB-' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating to Boyd Gaming Corp.'s $350 million incremental term loan, with a recovery rating of '1', indicating our expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. "Our 'B' corporate credit rating and stable outlook on Boyd remain unchanged," S&P said. "The 'B' corporate credit rating reflects our assessment of Boyd's financial risk profile as highly leveraged, given the company's high debt leverage, modest covenant cushion over the next few quarters, and the potential need -- based on our current performance expectations -- to seek covenant relief to address step-downs in the total leverage covenant in 2012. Somewhat offsetting these negative financial risk factors is our expectation that Boyd will continue to generate moderate levels of free operating cash flow that it can use to repay debt, that wholly owned EBITDA interest coverage will remain at or near 2x, and that the company would be successful in amending covenant levels, if necessary," S&P related. "While leverage will remain somewhat weak for the rating over the intermediate term, the corporate credit rating takes support from our expectation that EBITDA interest coverage will remain at or near 2x," said Standard & Poor's credit analyst Melissa Long. She added, "Another credit-supporting factor is Boyd's solid debt maturity profile following the issuance of the incremental term loan." "Even though under our performance expectations, the company's sources of liquidity (including cash and revolver availability and pro forma for the issuance of the incremental term loan) exceed uses over the next 12 months by 1.2x, we assess Boyd's liquidity profile as less than adequate according to our criteria because we do not believe that covenant headroom under Boyd's tightest covenant is sufficient to withstand an EBITDA decline of 10% without a breach," S&P said. "Pro forma for the issuance of the $350 million incremental term loan, we believe that Boyd will have adequate liquidity under its extended revolver to address the May 2012 maturity of its nonextending revolver, which had about $415 million outstanding after the IP acquisition. We expect that the company will terminate the commitments under the nonextending revolver as part of its transaction. Pro forma for the term loan issuance, debt maturities will be limited to about $40 million in term loan amortization per year until 2014, when Boyd's $216 million 6.75% senior subordinated notes mature," S&P said. BRIGHT DREAM: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Bright Dream, LLC 2320 Candlestick Dr Antioch, CA 94509 Bankruptcy Case No.: 11-53382 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Illyssa I. Fogel, Esq. ILLYSSA I. FOGEL & ASSOCIATES P.O. Box 437 25 N. US Hwy 95 S. McDermitt, NV 89421 Tel: (775) 532 8088 Fax: (775) 532 8099 E-mail: ifogel@iiflaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by William M. Strickland, managing member. BROWN/MCKENNA MANAGEMENT: Case Summary & Creditors List ------------------------------------------------------- Debtor: Brown/McKenna Management, LLC 18459 Pines Boulevard, #427 Pembroke Pines, FL 33029 Bankruptcy Case No.: 11-40877 Chapter 11 Petition Date: November 5, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: John A. Moffa, Esq. MOFFA & BONACQUISTI, P.A. 1776 N. Pine Island Road, #222 Plantation, FL 33322 Tel: (954) 634-4733 Fax: (954) 337-0637 E-mail: john@trusteelawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company?s list of its 18 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flsb11-40877.pdf The petition was signed by Kevin McKenna, management member. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- 6195 NW 27th Avenue -- 11/04/11 Kevin S. McKenna & Sherie K. McKenna 08-24931 10/09/08 C&D TECHNOLOGIES: Blackout Period to Start Nov. 28 -------------------------------------------------- Due to the anticipated merger involving C&D Technologies, Inc., contemplated by that certain Agreement and Plan of Merger, dated as of Oct. 3, 2011, by and among the Company, Angel Holdings LLC and Angel Acquisition Corp., a blackout period is expected to begin on Nov. 28, 2011, and is expected to end upon completion of the merger for participants in the C&D Technologies Savings Plan. During the Blackout Period, participants invested in the Company's common stock will be unable to exchange, obtain a loan or receive distributions. The Blackout Period is necessary, in the event the transactions contemplated by the Merger Agreement are consummated, to provide the Plan's administrator with sufficient time to cause the conversion of the Company's common stock into the cash merger consideration contemplated by the Merger Agreement. As a result of the foregoing, on Nov. 3, 2011, the Company sent a notice to its directors and executive officers notifying them of the Blackout Period and informing them that during the Blackout Period, they will be prohibited from engaging in transactions in equity securities of the Company. Specifically, those directors and executive officers will be prohibited from purchasing, selling or otherwise acquiring or transferring (directly or indirectly) any shares of the Company's common stock or any other equity securities of the Company, including the exercise of stock options and derivative transactions. In the Notice, the Company designated David Anderson, Vice President, General Counsel and Secretary of the Company, at 1400 Union Meeting Road, Blue Bell, Pennsylvania 19422 and (215) 619- 2700, to respond to inquiries about the Blackout Period. The Notice was provided to the Company's directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission's Regulation BTR. About C&D Technologies C&D Technologies, Inc., is a manufacturer, marketer and distributor of electrical power storage systems for the standby power storage market. The Company makes lead acid batteries and standby power systems that integrate lead acid batteries with other electronic components, which are used to provide backup or standby power for electrical equipment in the event of power loss from the primary power source. The Company reported a net loss of $55.55 million on $354.83 million of net sales for the fiscal year ended Jan. 31, 2011, compared with a net loss of $25.78 million on $335.71 million of net sales during the prior fiscal year. The Company's balance sheet at July 31, 2011, showed $251.29 million in total assets, $156.23 million in total liabilities, and $95.05 million in total equity. C&D Technologies in December 2010 escaped a bankruptcy filing after completing an out-of-court restructuring that reduced the Company's total debt from approximately $175 million to $50 million. The Company in September had entered into a restructuring support agreement with noteholders to a restructuring that will be effected through (i) an offer to exchange the Company's outstanding notes for up to 95% of the Company's common stock, or (ii) a prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code, if the exchange offer fails to get the requisite support. C&D Technologies elected not to make a semi-annual interest payment due on its 5.25% Convertible Senior Notes due 2025 on Nov. 1, 2010. CALIFORNIA STATEWIDE: S&P Lifts Rating on D-3 Bonds From 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating to 'AAA' from 'BBB' on California Statewide Communities Development Authority's series 2002 D-1 multifamily housing revenue refunding bonds and raised its long-term rating to 'AAA' from 'BB' on the authority's series 2002 D-3 multifamily housing revenue refunding bonds, both of which were issued on behalf of the Citrus Gardens Apartments Project. The outlook on both ratings is not meaningful. "The raised ratings reflect our view of the authority's cash-flow schedule demonstrating that the funds placed in escrow will produce the amounts necessary to provide timely payment of principal, interest, and premiums for the bonds on the redemption dates," said Standard & Poor's credit analyst Alexis Laing. CHEF SOLUTIONS: Files Schedules of Assets and Liabilities --------------------------------------------------------- Chef Solutions Holdings, LLC, et al.,, filed with the U.S. Bankruptcy Court for the District of Delaware their schedules of assets and liabilities. Chef Solutions Holdings, LLC, disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property C. Property Claimed as Exempt D. Creditors Holding Secured Claims $49,009,831 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $654,585 ----------- ----------- TOTAL $0 $49,664,416 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt183.pdf Orval Kent Food Company, LLC, disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ------------ A. Real Property $16,535,485 B. Personal Property $82,939,653 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $49,009,832 E. Creditors Holding Unsecured Priority Claims $322,532 F. Creditors Holding Unsecured Non-priority Claims $118,376,576 ----------- ------------ TOTAL $99,476,138 $167,708,940 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt184.pdf Orval Kent Parent, LLC, disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property C. Property Claimed as Exempt $49,009,831 D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $0 $49,009,831 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt185.pdf CS Distribution Holdings, LLC, disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property C. Property Claimed as Exempt $49,009,831 D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $0 $49,009,831 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt186.pdf CS Distributors, Inc. of Ohio disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property C. Property Claimed as Exempt $49,009,831 D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $0 $49,009,831 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt187.pdf CS Prepared Foods Holdings, LLC, disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property C. Property Claimed as Exempt $49,009,831 D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $0 $49,009,831 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt188.pdf Orval Kent Holdings, Inc., disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property C. Property Claimed as Exempt $49,009,831 D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $0 $49,009,831 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt189.pdf Orval Kent Intermediate Holdings, Inc., disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property C. Property Claimed as Exempt $49,009,831 D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $0 $49,009,831 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefholdings.dkt190.pdf Chef Solutions Inc. disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $78,932,762 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $49,855,137 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $53,217,281 ----------- ----------- TOTAL $78,932,762 $103,072,419 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt191.pdf Orval Kent Food Company of Linares, LLC, disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ------------ A. Real Property B. Personal Property $82,902,336 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $49,009,832 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $77,075,479 ----------- ------------ TOTAL $82,902,336 $126,085,311 A copy of the schedules is available for free at: http://bankrupt.com/misc/chefsolutions.dkt192.pdf 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. CHOCTAW RESORT: S&P Affirms 'B-' Issuer Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' issuer credit rating on Philadelphia, Miss.-based Choctaw Resort Development Enterprise (CRDE), and removed the ratings from CreditWatch with developing implications, where they were placed on July 13, 2011. The rating outlook is developing. "The 'B-' issuer credit rating reflects our assessment of CRDE's financial risk profile as highly leveraged," said Standard & Poor's credit analyst Ariel Silverberg, "given continued near-term refinancing risk following the amendment to CRDE's $70.1 million term loan, which extended the maturity to May 4, 2012 from Nov. 4, 2011." "In addition, the maturity of CRDE's $9 million revolving credit facility (unrated), which was drawn upon to help fund construction of the Bok Homa property, was extended to May 31, 2012 from Nov. 4, 2011. During the extension period, pricing on the term loan will increase in monthly increments up to 300 basis points (bps) higher than the current spread to LIBOR/PRIME. In addition, CRDE agreed to pay a 1% amendment fee and make a prepayment of 5% of the outstanding balance. The amendment also requires CRDE pay additional fees if certain milestone events do not occur over the next few months." "Our 'B-' issuer credit rating also reflects our assessment of CRDE's business risk profile as 'weak' given its narrow business position as an operator of a few casino properties with limited geographic diversity and a relatively low EBITDA margin compared with many other rated Native American gaming operators. These factors are somewhat offset by the limited direct competition in the two markets that CRDE operates," S&P related. "Notwithstanding the additional interest expense and potential for further fees following the amendment, we expect CRDE's credit metrics will remain good for the rating over the intermediate term," added Ms. Silverberg. "We believe that our expectation for latest-12-month EBITDA generation at Dec. 31, 2011 will be the approximate run rate of annual EBITDA generation in the future, which should facilitate continued good free cash flow generation. Our expectation for last-12-month EBITDA reflects, in part, the approximate 30% growth in EBITDA in the first nine months of fiscal 2011 (CRDE's fiscal year ends Sept. 30), as well as our expectation for a similar rate of EBITDA growth in the fourth quarter of fiscal 2011 and the first quarter of fiscal 2012, due largely to a favorable comparison given that the Bok Homa casino opened in December 2010. Therefore, we believe that a successful refinancing of the term loan and revolver is likely over the next few months." CIT Group: Wants Tyco's Suit Over $794MM Tax Deal Ended ------------------------------------------------------- Richard Vanderford at Bankruptcy Law360 reports that reorganized CIT Group Inc. on Monday asked a New York bankruptcy judge to kill a lawsuit its former parent, Tyco International Ltd., brought over a $794 million tax agreement, saying the suit seeks an unfair payday. Tyco's lawsuit, filed in June, aims to recover cash linked to a tax agreement it entered into with CIT immediately before it sold its stake in the lender in a 2002 initial public offering, according to Law360. About CIT Group Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/ -- is a bank holding company with more than $35 billion in finance and leasing assets. It provides financing and leasing capital to its more than one million small business and middle market clients and their customers across more than 30 industries. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting served as the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel in connection with the restructuring plan. Sullivan & Cromwell served as legal advisor to CIT's Board of Directors. CIT emerged from bankruptcy protection on Dec. 11, 2009, after receiving confirmation of its prepackaged Chapter 11 plan of reorganization. * * * In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s Corporate Family Rating to 'B2' from 'B3'. The rating outlook is stable. The upgrade reflects the progress CIT has made addressing its most immediate organizational, operational, and financial challenges subsequent to its bankruptcy reorganization in December 2009. Moody's, however, notes that CIT's weak margins and uncertainty regarding the pace and adequacy of future margin improvements are constraints on the firm's ratings. As reported by the Troubled Company Reporter on Aug. 7, 2011, Dominion Bond Rating Service affirmed CIT's ratings, including its Issuer Rating of B (high), unchanged following the Company's second quarter 2011 financial results. CLEARWIRE CORP: Files Form 10-Q, Incurs $84.8-Mil. Q3 Net Loss -------------------------------------------------------------- Clearwire Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss attributable to Clearwire of $84.79 million on $332.17 million of revenue for the three months ended Sept. 30, 2011, compared with a net loss attributable to Clearwire of $139.42 million on $142.16 million of revenue for the same period a year ago. The Company also reported a net loss attributable to Clearwire of $480.48 million on $891.59 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss attributable to Clearwire of $359.42 million on $359.95 million of revenue for the same period during the prior year. The Company reported a net loss of $2.30 billion on $556.82 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.25 billion on $274.46 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $8.76 billion in total assets, $5.15 billion in total liabilities, and $3.61 billion in total stockholders' equity. As a result of a strategic decision to focus investment in the United States market, during the second quarter of 2011 the Company committed to sell its operations in Belgium, Germany and Spain. The Company expects these sales to be completed within one year. These businesses comprised substantially all of the remaining operations previously reported in the Company's international segment. In previous periods, the Company has sold its businesses in Ireland, Poland and Romania. The results of operations, assets and liabilities of these international subsidiaries were reclassified to discontinued operations beginning in the second quarter of fiscal 2011. A full-text copy of the Form 10-Q is available for free at: http://is.gd/OsDcRj About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire's 4G mobile broadband network serves 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. * * * As reported by the Troubled Company Reporter on Nov. 11, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating, and all other ratings, on Clearwire Corp. to 'CCC' from 'B-'. At the same time, S&P revised the CreditWatch listing on the company from negative to developing. S&P had initially placed the ratings on CreditWatch with negative implications on Oct. 6, 2010, based on S&P's view that Clearwire faced significant near- term liquidity risks. The downgrade follows the Company's disclosure -- in its Form 10-Q for quarter ended Sept. 30, 2010 -- regarding the uncertainty about its ability to obtain additional capital and continue as a going concern. In Clearwire's 2010 third-quarter earnings report and conference call, the company indicated that it expected to run out cash by mid-2011, which is consistent with S&P's earlier comments. Cash totaled around $1.4 billion as of Sept. 30, 2010. COMMERCIAL VEHICLE: Files Form 10-Q, Posts $7.3MM Q3 Net Income --------------------------------------------------------------- Commercial Vehicle Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $7.37 million on $216.91 million of revenue for the three months ended Sept. 30, 2011, compared with net income of $1.14 million on $150.95 million of revenue for the same period during the prior year. The Company also reported net income of $8.48 million on $606.19 million of revenue for the nine months ended Sept. 30, 2011, compared with net income of $2.51 million on $439.70 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $400.79 million in total assets, $391.26 million in total liabilities and $9.52 million total stockholders' investment. A full-text copy of the Form 10-Q is available for free at: http://is.gd/QuQHTU About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. * * * In the Oct. 4, 2011, edition of the TCR, Moody's Investors Service upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating to B2 from B3, and Probability of Default Rating to B2 from B3. The B2 CFR reflects modest size, relatively high debt leverage, and exposure to highly cyclical commercial vehicle end markets. Demand for commercial vehicle components is primarily sensitive to economic cycles, fleet age, and regulatory implementation schedules. The CFR considers the substantial cash balance and absence of funded debt maturities until 2019. Moody's recognizes CVGI's demonstrated ability to manage its cost structure and working capital position to minimize cash burn in a challenging economic environment. Moody's believes the company is positioned to benefit from additional modest improvement in commercial vehicle build rates at least through mid 2012 and has sufficient liquidity to support associated working capital needs. As reported by the TCR on April 12, 2011, Standard & Poor's Ratings Services said it raised its corporate credit rating on New Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-' from 'CCC+'. "The upgrade reflects our assumption that CVG can improve EBITDA and cash flow in the next two years, because we believe commercial truck production volumes will continue to rise year-over-year in 2011 and 2012," said Standard & Poor's credit analyst Nancy Messer. Heavy-duty truck production increased by a meaningful 30% in 2010, leading to a 30% year-over-year sales increase. COMSTOCK MINING: Measured, Indicated & Inferred Resources Up 94% ---------------------------------------------------------------- Comstock Mining Inc. posted its third National Instrument 43-101 (NI 43-101) technical report authored by Behre Dolbear & Company (USA), Ltd., of Denver Colorado. The 2011 Report declared a mineral resource estimate for the Comstock Mine Project in Storey and Lyon Counties, Nevada, of Measured and Indicated Resources containing 1,780,000 gold equivalent ounces1, and an estimate of an Inferred Resource containing an additional 990,000 gold equivalent ounces. The total of 2,770,000 Measured, Indicated, and Inferred gold equivalent ounces is a 94% increase over the estimate reported in the Company's previous NI 43-101 technical report, published in August 2010. The 2011 Report also includes an additional 200,000 gold equivalent ounces outside of the modeled area, in the Historical Resource Category. A full-text copy of the Report is available for free at: http://is.gd/uopnKI About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. The Company reported a net loss of $60.32 million for the year ended Dec. 31, 2010, compared with a net loss of $6.06 million during the prior year. The Company had no revenues from operations for the years ended Dec. 31, 2010 and 2009. The Company's balance sheet at June 30, 2011, showed $29.85 million in total assets, $11.33 million in total liabilities, and $18.51 million in total stockholders' equity. COUNTRYSIDE CAMPGROUND: Case Summary & Creditors List ----------------------------------------------------- Debtor: Countryside Campground, LLC 56283 Beaver Tail Road Askov, MN 55704 Bankruptcy Case No.: 11-36896 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court District of Minnesota (St. Paul) Judge: Robert J. Kressel Debtor's Counsel: Morgan A. V. Spah, Esq. DREWES LAW OFFICE 1516 West Lake Street, Suite 300 Minneapolis, MN 55408 Tel: (612) 285-3061 Fax: (612) 285-3061 E-mail: morgan@dreweslaw.com Scheduled Assets: $1,267,821 Scheduled Debts: $1,103,579 The Company's list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/mnb11-36896.pdf The petition was signed by Jason J. Bambenek, chairman. CROWN MEDIA: Reports $203.3 Million Net Income in 3rd Quarter ------------------------------------------------------------- Crown Media Holdings, Inc., filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income and comprehensive income of $203.28 million on $74.04 million of total net revenue for the three months ended Sept. 30, 2011, compared with net income and comprehensive income of $5.91 million on $62.52 million of total net revenue for the same period during the prior year. The Company also reported net income and comprehensive income of $289.11 million on $223.79 million of total net revenue for the nine months ended Sept. 30, 2011, compared with a net loss and comprehensive loss of $5.38 million on $196.60 million of total net revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $935.63 million in total assets, $717.89 million in total liabilities and $217.74 million total stockholders' equity. "Crown Media experienced a strong and successful third quarter. We are pleased to report strong scatter increases, improved ratings for the new season of our daytime programming block, robust growth of the Hallmark Movie Channel and continued success for our original movies," said Bill Abbott, President and CEO of Crown Media. "We have experienced solid growth for our overall advertising sales revenues and are optimistic that the trend will continue." A full-text copy of the Form 10-Q is available for free at: http://is.gd/qL8AzM About Crown Media Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ: CRWN) -- http://www.hallmarkchannel.com/-- owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The Company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 90 million subscribers in the U.S. Crown Media also operates a second 24-hour linear channel, Hallmark Movie Channel, available in both HD and SD, which focuses on family-friendly movies with a mix of classic theatrical films, presentations from the acclaimed Hallmark Hall of Fame library, original Hallmark Channel movies and special events. Going Concern KPMG LLP, in Denver, the Company's independent registered public accounting firm, rendered a going concern opinion in connection with the financial statements included in the Company's annual report on form 10-k for the year ended Dec. 31, 2009. The independent auditors noted of the Company's significant short-term debt obligations. KPMG LLP, however, did not issue a going concern opinion in its report on the Company's 2010 financial statements. * * * As reported by the TCR on July 25, 2011, Standard & Poor's Ratings Services assigned Studio City, Calif.-based cable network company Crown Media Holdings Inc. its 'B' corporate credit rating. The outlook is stable. "The stable rating outlook reflects our expectation that the company could reduce its lease-adjusted leverage over the intermediate term through EBITDA growth and modest debt repayment, barring any unforeseen events," S&P said. CUMMINGS LAND: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Cummings Land & Livestock, LLC 2966 East SR 32 Heber City, UT 84032 Bankruptcy Case No.: 11-35804 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: James W. Anderson, Esq. MILLER GUYMON, PC 165 South Regent Street Salt Lake City, UT 84111 Tel: (801) 363-5600 Fax: (801) 363-5601 E-mail: anderson@mmglegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/utb11-35804.pdf The petition was signed by Douglas R. Cummings, manager. C.W.O.L., INC.: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: C.W.O.L., Inc. 2700 Enterprise Road Orange City, FL 32763 Bankruptcy Case No.: 11-16816 Chapter 11 Petition Date: November 5, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Kenneth D. Herron, Jr., Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A. 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: kherron@whmh.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 two largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb11-16816.pdf The petition was signed by Martin Morales, president. DELPHI CORP: Delphi Automotive Sets Terms of $554 Million IPO ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Delphi Automotive PLC said it plans to sell 24.08 million shares at an estimated price range of $22 to $24 a share in its upcoming initial public offering. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000 DBSD NORTH AMERICA: Sprint Settles Deal With DBSD, Dish ------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that Sprint Nextel Corp. said it has worked out a major dispute with DBSD North America Inc. and proposed buyer Dish Network Corp. over its $104 million claim for bandwidth clearing fees in DBSD's bankruptcy. Law360 says the agreement would remove a barrier to Dish's proposed acquisitions out of bankruptcy of DBSD and TerreStar Networks Inc., with Sprint withdrawing petitions seeking to deny Dish the right to use the spectrum bandwidth it would need. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc., aka ICO Member Services Inc., offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-13061) on May 15, 2009. James H.M. Sprayregen, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the financial advisors to the Debtors. The Garden City Group Inc. is the claims agent for the Debtors. DBSD estimated assets and debts of $500 million to $1 billion in its Chapter 11 petition. Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, represent the Official Committee of Unsecured Creditors. The ad hoc committee of certain parties that hold or manage holdings of those certain 7.5% Convertible Senior Secured Notes due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq., Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC. Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates LLP, in New York; and John H. Culver III, Esq., and Felton E. Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina. DISH is represented in the case by J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York. DESERT GARDENS: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Desert Gardens IV, LLC 13621 W. Glendale Avenue Glendale, AZ 85307 Bankruptcy Case No.: 11-31061 Chapter 11 Petition Date: November 4, 2011 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Eileen W. Hollowell Debtor's Counsel: Bradley Jay Stevens, Esq. JENNINGS, STROUSS & SALMON, P.L.C. One E. Washington Street, #1900 Phoenix, AZ 85004-2554 Tel: (602) 262-5955 Fax: (602) 495-2729 E-mail: bstevens@jsslaw.com Debtor's Financial Advisor: SIERRA CONSULTING GROUP, LLC Scheduled Assets: $16,138,707 Scheduled Debts: $27,141,725 The petition was signed by Cathy L. Oliva, manager. Debtor's List of Its 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ HD Supply Facilities Maintenance, Desert Gardens I $22,719 Ltd P.O. Box 509058 San Diego, CA 92150-9058 Short Family Trust Agreement $20,000 8515 Costa Verde Boulevard, #2003 San Diego, CA 92122 DIRECTV, Inc. Desert Gardens II $4,958 P.O. Box 60036 Los Angeles, CA 90060-0036 DIRECTV, Inc. Desert Gardens I $4,958 Redi Carpet Sales of Arizona Desert Gardens II $4,427 HD Supply Facilities Maintenance, Desert Gardens II $4,124 Ltd Phoenix-Issa Strategic Partners, Desert Gardens II $3,413 LLC Phoenix-Issa Strategic Partners, Desert Gardens I $3,413 LLC Trinity Services Inc. Desert Gardens II $2,471 Trinity Services Inc. Desert Gardens I $2,204 Redi Carpet Sales of Arizona Desert Gardens I $1,715 Phoenix Apartment Guide/Consumer Desert Gardens II $1,391 Source Phoenix Apartment Guide/Consumer Desert Gardens I $1,391 Source Criterion Block Desert Gardens II $933 Advantage Plus Carpet Desert Gardens II $810 Andrew M. Hull Legal Services $602 Wells Fargo Commercial Mortgage Apartment Unknown Servicing DIPPIN' DOTS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Dippin' Dots, Inc. 5101 Charter Oak Drive Paducah, KY 42001-5209 Bankruptcy Case No.: 11-51077 Chapter 11 Petition Date: November 3, 2011 Court: U.S. Bankruptcy Court Western District of Kentucky (Paducah) Debtor's Counsel: Todd A. Farmer, Esq. FARMER & WRIGHT, PLLC 329 N. 5th Street P.O. Box 7766 Paducah, KY 42002-7766 Tel: (270) 443-4431 Fax: (270) 443-4631 E-mail: todd@sfk-law.com Scheduled Assets: $20,233,130 Scheduled Debts: $12,001,078 The petition was signed by Curt Jones, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Peoples Bank Loan $657,000 2803 17th Street P.O. Box 1639 Marion, IL 62959-1639 GMAC 2008 Chevy Silverados $50,420 P. O. Box 51014 Carol Stream, IL 60125-1014 Rhino Foods, Inc. Business Operating $39,500 P.O. Box 1664 Expense Mechanicsburg, PA 17050 AMEX Corp. Business Operating $35,505 Expense Cryovac Sealed Air Corp. Business Operating $33,265 Expense Dippin' Dots Franchising, Inc. Business Operating $31,126 Expense FedEx Freight East Business Operating $19,383 Expense Emerson Climate Business Operating $9,601 Expense Airgas Gas Operations Business Operating $7,950 Expense AMEX Business Operating $7,260 Expense Air Liquide 11 Business Operating $7,069 Expense Mayekawa USA Business Operating $6,101 Expense United Refrigeration Business Operating $5,823 Expense FedEx Freight West, Inc. Business Operating $5,089 Expense Aramark Uniform Services Business Operating $4,674 Expense DALB, Inc. Business Operating $2,947 Expense Averitt Express, Inc. Business Operating $2,942 Expense Federal Express Business Operating $2,870 Expense Auto Trim Design Business Operating $2,625 Expense Paducah Water Utilities $2,421 DIVERSIFIED MACHINE: S&P Assigns 'B' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Wixom, Mich.-based auto part supplier Diversified Machine Inc. (DMI). The outlook is stable. "We also assigned preliminary issue ratings to DMI's proposed debt. We assigned our 'B' preliminary issue ratings (with preliminary '4' recovery ratings) to its proposed $175 million term loan B," S&P stated. "The 'B' corporate credit rating on DMI reflects our view of the company's vulnerable business risk profile and aggressive financial risk profile," said Standard & Poor's credit analyst Nishit Madlani. "The profiles reflect our view that the company's cash generation could be volatile as vehicle production levels fluctuate, given the uncertainty in the economy. Our business risk assessment reflects the multiple industry risks facing automotive suppliers, including volatile demand, high fixed costs, intense competition, and severe pricing pressures." "The financial risk profile assessment reflects our view that DMI's financial policies will be aggressive, given the concentrated ownership and the possibility that the company may pursue additional targeted acquisitions," said Mr. Madlani. This would limit any significant debt reduction over the next two years. DOUGLAS PLACE: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: The Douglas Place, Inc. 1111 Gateway Drive NE East Grand Forks, MN 56721 Bankruptcy Case No.: 11-61065 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court District of Minnesota (Fergus Falls) Judge: Dennis D. O'Brien Debtor's Counsel: Jon R. Brakke, Esq. VOGEL LAW FIRM P.O. Box 1389 218 NP Avenue Fargo, ND 58107-1389 Tel: (701) 237-6983 E-mail: jbrakke@vogellaw.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 14 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/mnb11-61065.pdf The petition was signed by Michael J. Bydal, CFO/CEO. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Michael J. Bydal 11-61059 10/31/11 DYNEGY INC: Plan Support Deal Requires Ch. 11 Exit by August 2012 ----------------------------------------------------------------- Dynegy Inc. has faced a number of issues, including (i) decreasing liquidity due to declining revenues resulting from sustained low power prices over the past two years, (ii) an over- leveraged balance sheet, and (iii) economically unfavorable leases for the Leased Facilities. According to Kent R. Stephenson, executive vice president of Dynegy Holdings Inc., sustained low power prices over the past two years have had a significant adverse impact on the Companies' business and continue to negatively impact their projected future liquidity. Specifically, Dynegy Holdings' annual consolidated revenue peaked in the year ending December 31, 2008 (FY08) at $3.324 billion, and has since declined to $2.468 billion in FY09 and $2.323 billion in FY10. As further illustration of the steep decline in revenue, for the six-month period ending June 30, 2010, Dynegy Holdings reported consolidated revenues of $1.097 billion, and for the six-month period ending June 30, 2011, Dynegy Holdings reported consolidated revenues of $831 million. In August 2010, Dynegy Inc. struck a deal to be acquired by an affiliate of The Blackstone Group at $4.50 a share or roughly $4.7 billion. That offer was raised to $5.00 a share in November. Through Carl Icahn and investment fund Seneca's efforts, shareholders thumbed down both offers. In December 2010, an affiliate of Icahn commenced a tender offer to purchase all of the outstanding shares of Dynegy common stock for $5.50 per share in cash, or roughly $665 million in the aggregate. In February 2011, Icahn Enterprises L.P. terminated the proposed merger agreement with the Company after it failed to garner the required number of shareholder votes. The Companies also eliminated approximately 135 positions across all functional and geographic areas, resulting in an expected annual savings of approximately $50 million, Mr. Stephenson related. Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial advisors and Sullivan & Cromwell LLP served as legal counsel to Dynegy on the sale efforts. Houlihan Lokey, according to a report by the Journal, is advising Dynegy creditors. In the past months, a finance and restructuring committee was created to undertake a comprehensive review of Dynegy's various restructuring alternatives, including, without limitation, if appropriate, reviewing and evaluating (i) possible changes to the capital structure of Dynegy, including the issuance, repurchase or prepayment of indebtedness or equity securities and (ii) possible sales of Dynegy's assets. The committee is chaired by Vincent J. Intrieri. Other directors on the committee are Thomas W. Elward, E. Hunter Harrison and Samuel Merksamer. August 2011 Reorganization On August 4, 2011, Dynegy Inc., Dynegy Holdings, and certain of their direct and indirect subsidiaries underwent a reorganization and restructuring to, among other things, facilitate certain credit facilities and maximize their flexibility to address leverage and liquidity issues and to preserve the value of their assets. As part of the reorganization, Dynegy Holdings and its subsidiaries effected transactions to cause: -- substantially all of the coal-fired power generation facilities to be held by Dynegy Midwest Generation, LLC, an indirect subsidiary of Dynegy Holdings; -- substantially all of the gas-fired power generation facilities to be held by Dynegy Power, LLC, an indirect subsidiary of Dynegy Holdings; and -- 100% of the ownership interests of Dynegy Northeast Generation, the entity that indirectly holds the equity interest in the subsidiaries that operate the Roseton and Danskammer power generation facilities, to be held directly by DHI. As a result of the reorganization, GasCo owns a portfolio of eight primarily natural gas-fired intermediate (combined cycle) and peaking (combustion and steam turbines) power generation facilities diversified across the West, Midwest and Northeast regions of the United States, totaling 6,771 MW of generating capacity. CoalCo owns a portfolio of six primarily coal-fired baseload power generation facilities located in the Midwest, totaling 3,132 MW of generating capacity. GasCo and CoalCo are indirect wholly owned subsidiaries of DHI and were designed to be separately financeable. The Company said GasCo and CoalCo are bankruptcy remote in order to accommodate the financings reflected by the credit facilities and to provide the Company with greater flexibility in its efforts to address leverage and liquidity issues and to realize value of its assets. On September 1, 2011, Dynegy Inc. and DGIN, a direct wholly-owned subsidiary of Dynegy Holdings, entered into a Membership Interest Purchase Agreement whereby DGIN sold 100% of the outstanding membership interests of Dynegy Coal HoldCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of DGIN, to Dynegy Inc. Coal HoldCo indirectly owns CoalCo. In exchange for DGIN's membership interests in Coal HoldCo, Dynegy Inc. issued an undertaking to DGIN pursuant to which Dynegy Inc. agreed to make certain specified payments over time which coincide in timing and amount to the payments of principal and interest that Dynegy Holdings is obligated to make under a portion of its Old Notes. DGIN assigned its right to receive payments under the Undertaking Agreement to Dynegy Holdings in exchange for a promissory note in the amount of $1.25 billion that matures in 2027. The Note bears annual interest at a rate of 4.24%, which will be payable upon maturity. As a condition to Dynegy Inc.'s consent to the assignment of the Undertaking Agreement, the agreement was amended and restated to be between Dynegy Holdings and Dynegy Inc. and to provide for the reduction of Dynegy Inc.'s obligations if the outstanding principal amount of any of Dynegy Holdings' $3.5 billion of outstanding notes and debentures is decreased as a result of any exchange offer, tender offer or other purchase or repayment by Dynegy Inc. or its subsidiaries. Mr. Stephenson said that by undertaking the corporate and financial restructuring steps in 2011, Dynegy Holdings and its affiliated entities were able to avoid defaults under their then- current financing arrangements, obtain additional liquidity and flexibility and refinance the obligations outstanding under the Credit Agreement. Exchange Offer In September, Dynegy Inc. offered to pay a combination of cash and its own new 10% Senior Secured Notes due 2018 in exchange for the tender of up to $1.25 billion of Old Notes. Total consideration would range from $400 to $720 per $1,000 principal amount of Old Notes, and the exact combination of cash and New Notes would vary, depending on the series of Old Notes being exchanged and the date of tender. The Exchange Offer, after being extended several times, was terminated on November 3, 2011. Holders of an insufficient amount of Old Notes tendered their notes, and the exchange offer was not consummated. In light of the failed Exchange Offer, Dynegy Holdings is facing a liquidity crisis with approximately $43.8 million of unpaid interest payments due and approximately $278.1 million of interest payments coming due in the next twelve months. In addition, approximately $82.48 million in payments are coming due under the Danskammer and Roseton Facility Leases on November 8, 2011. To address the issue of Dynegy Holdings' over-leveraged balance sheet, the Debtors engaged in discussions with holders of its public bond debt. After extensive negotiations, Dynegy Holdings was able to reach an agreement with holders of approximately $1.4 billion of Dynegy Holdings' outstanding public bond debt on the principal terms of a restructuring effectuated through a Chapter 11 plan of reorganization. As early as March, Dynegy warned shareholders it might be forced into bankruptcy if it is unable to renegotiate the terms of its existing debt. An Unusual Bankruptcy DHI and four subsidiaries delivered separate voluntary petitions for bankruptcy under Chapter 11 of the Bankruptcy Code on Nov. 7, 2011, to the U.S. Bankruptcy Court for the Southern District of New York. Mike Spector of The Wall Street Journal called DHI's bankruptcy "unusual" in a way that could cause losses for bondholders without harming parent-company shareholders that include Carl Icahn and hedge fund Seneca Capital. Dynegy's plan to eliminate billions of dollars owed to bondholders while sparing parent company shareholders flips usual bankruptcy rules on their head, Mr. Spector pointed out. Creditors are usually paid first during bankruptcy proceedings and shareholders often are left with nothing, he noted. But Dynegy has reorganized its corporate structure in a way that protects shareholders from a bankruptcy filing, he added. The Journal noted that the August restructuring left the holding company without a claim on the coal-powered plants and just holding Dynegy's bond debt. The Journal reported on July 29 that Dynegy's restructuring proposal was pushed by Mr. Icahn. The planned reorganization would give Dynegy a better chance "to obtain prospective financing and investment," a Dynegy official told the Journal at that time in an e-mail. The Journal noted in that July report that while shareholders of strong companies, like Liberty Media Corp., have used weak covenants to sell assets out from under bondholders, no one has tried the same tactic with a company as distressed as Dynegy for fear of inviting fraud litigation if it goes bankrupt. "If you buy bonds without protection, sooner or later the piper has to get paid," the Journal said, citing Chris Taylor an energy strategist at FBR Capital. As an architect of the leveraged-buyout craze in the 1980s, and as an activist shareholder in more recent decades, Mr. Icahn has shown himself uniquely willing to play the bond markets in aggressive ways, the Journal noted. In 2009, for instance, he played bondholders of CIT Group against each other in an effort to force a liquidation, even as the $71 billion lender with 5,000 employees struggled to save itself, the report noted. Mr. Icahn is seeking to salvage his investment in Dynegy after he blocked a $4.50-per-share buyout bid by Blackstone Group last year, then had his own $5.50 a share offer rejected. In July, certain holders of obligations with potential recourse rights to DHI initiated legal proceedings seeking to enjoin the parent's restructuring efforts. Plaintiffs in that lawsuit seek to enjoin the proposed reorganization based on purported breaches of guarantees issued by DHI in connection with two sale lease back transactions in which DHI's subsidiaries, Dynegy Roseton, L.L.C. and Dynegy Danskammer, L.L.C., leased certain power-generating facilities located in Newburgh, New York. Restructuring Support Agreement Mr. Stephenson related that the Debtors filed the Chapter 11 Cases to implement the Restructuring Support Agreement and the Term Sheet and address the burdensome lease obligations at Danskammer and Roseton. He said the RSA, together with the Term Sheet, lays a solid foundation for a consensual plan of reorganization to be filed by the Debtors in the Chapter 11 Cases and should significantly facilitate the proceedings and the Debtors' objective of preserving and enhancing value for the benefit of their stakeholders. The pre-arranged plan calls for, among other things, the exchange of all unsecured obligations of Dynegy Holdings, including all of the Old Notes (except for the SKIS), for (a) a $400 million cash payment; (b) $1 billion aggregate principal amount of senior secured notes to be issued by Dynegy Inc. or an additional cash payment of $1 billion, if Dynegy Inc. determines it can obtain the financing elsewhere on more favorable terms; and (c) $2.1 billion of convertible PIK notes to be issued by Dynegy Inc. The RSA contemplates these milestones: December 7, 2011 Negotiation of definitive documents March 15, 2012 Approval of Disclosure Statement explaining a Chapter 11 Plan June 15, 2012 Confirmation of a Chapter 11 Plan August 1, 2012 Plan effective date The parties may terminate the agreement if the definitive documents are not agreed to or if certain milestones to consummation are not achieved, Mr. Stephenson said. A full-text copy of the RSA, dated Nov. 7, 2011, is available for free at http://bankrupt.com/misc/dynegyrsa.pdf The bondholders that consented to the restructuring are: * AEGON USA Investment Management LLC 230 West Monroe, Suite 1450 Chicago, IL 60606 Fax: 800-454-2664 Attn: Jim Schaeffer E-mail: jschaeffer@aegonusa.com * Avenue Investments L.P. Avenue Special Situations Fund VI (Master), LP Avenue International Master LP Avenue CDP-Global Opportunities Fund L.P. c/o Avenue Capital Group 399 Park Avenue, 6th Floor New York, NY 10022 Fax: 212-850-7506 Attn: Stephen Burnazian Matthew Kimble E-mail: sburnazian@avenuecapital.com mkimble@avenuecapital.com * Marjner LDC * Caspian Capital Partners L.P. Caspian Select Credit Master Fund, Ltd. Caspian Alpha Long Credit Fund, L.P. Caspian Solitude Master Fund, L.P. c/o Caspian Capital L.P. 767 Fifth Avenue, 45th Floor New York, NY 10153 Fax: 212-826-6980 Attn: Adam S. Cohen Greg Saiontz E-mail: adam@caspianlp.com greg@caspianlp.com * Franklin Advisers Inc. One Franklin Templeton Investments Fax: 916-463-1902 Attn: Ed Perks E-mail: perksed@frk.com * Venor Capital Master Fund Ltd. Times Square Tower 7 Times Square, Suite 3505 New York, NY 10036 Fax: 212-703-2111 Attn: Harlan Cherniak Michael J. Wartell John Roth E-mail: hcherniak@venorcapital.com mwartell@venorcapital.com jroth@venorcapital.com 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. 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. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. 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) Nov. 7 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. 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. 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. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000) DYNEGY INC: DH Wants Until Dec. 22 to File Schedules ---------------------------------------------------- Dynegy Holdings LLC and its debtor-affiliates ask the bankruptcy court to extend the time within which they may file their schedules of assets and liabilities, schedules of current income and expenditures, schedules of executory contracts and unexpired leases, and statements of financial affairs. Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure, the Debtors are required to file, within 14 days after the Petition Date, their (i) schedules of assets and liabilities, (ii) schedules of executory contracts and unexpired leases, (iii) schedules of current income and expenditures, and (iv) statements of financial affairs. The Debtors ask that the 14-day period be extended by an additional 31 days, or until Dec. 22, to give the Debtors a total of 45 days from the Petition Date to file their Schedules and Statements. Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, asserts that cause exists to extend the deadline for the filing of the Schedules and Statements, based on the size and complexity of the Debtors' businesses, the number of the Debtors and the number of potential creditors of the Debtors, and the numerous burdens imposed by the Debtors' reorganization efforts, particularly in the early days of the Chapter 11 cases. The Debtors' management and employees, together with their outside legal and financial advisors, have been working diligently to compile the information necessary for the Schedules and Statements, Ms. Mullen tells the Court. The magnitude of that task, when taken together with the considerable effort involved in preparing for the filing of the Chapter 11 cases, the anticipated burdens of preparing the Debtors' transition into Chapter 11, and the ongoing burdens of operating the Debtors' businesses day-to-day, supports an extension of the deadline set forth in the Bankruptcy Rules for filing the Schedules and Statements, she maintains. jroth@venorcapital.com 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. 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. Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and said it was discussing options for managing its debt load with certain bondholders. 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) Nov. 7 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. 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. 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. Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or 215/945-7000) EMGOTT, INC.: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: EMGOTT, Inc. 115 Burns Avenue Syracuse, NY 13206 Bankruptcy Case No.: 11-32370 Chapter 11 Petition Date: November 3, 2011 Court: U.S. Bankruptcy Court Northern District of New York (Syracuse) Judge: Margaret M. Cangilos-Ruiz Debtor's Counsel: Sheldon G. Kall, Esq. KALL & REILLY, LLP 3522 James Street Syracuse, NY 13206 Tel: (315) 437-3321 Fax: (315) 437-0091 E-mail: skall@kallandreilly.com Scheduled Assets: $1,292,242 Scheduled Debts: $238,811 The petition was signed by Maynard Gottschalk, Jr., acting president. The Company?s list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Maynard Gottschalk, Jr. Personal Money $77,000 115 Burns Road Loaned Syracuse, NY 13206 EMLYN COAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Emlyn Coal Processing, LLC aka Emlyn Coal Processing of Minnesota, LLC 4184 South Highway 25 W Williamsburg, KY 40769 Bankruptcy Case No.: 11-61483 Chapter 11 Petition Date: November 4, 2011 Court: U.S. Bankruptcy Court Eastern District of Kentucky (London) Debtor's Counsel: Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC 200 N. Upper Street Lexington, KY 40507 Tel: (859) 231-5800 E-mail: dlangdon@dlgfirm.com - and ? Gregory A. Napier, Esq. TROUTMAN & NAPIER, PLLC 4740 Firebrook Boulevard Lexington, KY 40513 Tel: (859) 253-0991 Fax: (888) 877-1147 E-mail: gnapier@troutmannapier.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/kyeb11-61483.pdf The petition was signed by Bart J. Montanari, president. EMPIRE RESORTS: Nasdaq Grants Request for Continued Listing ----------------------------------------------------------- As previously reported, Empire Resorts, Inc., received a Nasdaq Staff Determination Letter on Aug. 16, 2011, indicating that the Company failed to comply with the minimum bid price requirement for continued listing and that the Company's common stock was, therefore, subject to delisting from The Nasdaq Global Market. The Company requested a hearing before a Nasdaq Hearings Panel to review the Staff Determination, which request stayed the suspension of the Company's common stock, and such hearing was held on Oct. 6, 2011. The Company informed the Panel that it will ask shareholders to approve a one-for-three reverse stock split in order to regain compliance with the minimum bid price requirement. On Oct. 28, 2011, the Company was informed that the Panel granted the Company's request to remain listed on The Nasdaq Global Market subject to the Company's ability to evidence on or before Dec. 31, 2011, a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Friedman LLP, after auditing the Company's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. Friedman noted that the Company's ability to continue as a going concern depends on its ability to satisfy its indebtedness when due. In addition, the Company has continuing net losses and negative cash flows from operating activities. Empire Resorts reported a net loss of $17.57 million on $68.54 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $10.57 million on $67.63 million of net revenues during the prior year. The Company's balance sheet at June 30, 2011, showed $48.73 million in total assets, $24.22 million in total liabilities, and $24.51 million in total stockholders' equity. EVERGREEN SOLAR: Supporting Noteholders Against Committee's Suit ---------------------------------------------------------------- Certain holders of senior secured notes ask the U.S. Bankruptcy Court for the District of Delaware to deny the motion filed by the Official Committee of Unsecured Creditors in the Chapter 11 cases of Evergreen Solar, Inc., to commence litigation against noteholders. The supporting noteholders explained that allowing the Committee to pursue alleged claims will result in a time consuming sideshow of unnecessary litigation that will drain resources from the Debtor's estate and distract attention from the primary goal of pursuing and executing a value-maximizing auction. The proposed complaint, according to the supporting noteholders, is directed against U.S. Bank National Association, as indenture trustee and collateral agent for holders of the 13% convertible senior secured notes including the supporting noteholders. The Committee has asked the Court for permission to commence, prosecuted and settle claims against the secured parties on behalf and for the benefit of the Debtor's estate. The Committee intended to commence and prosecute an adversary proceeding against the secured parties for (i) a declaratory judgment that the Debtor's unencumbered property is not subject to any liens or security interests asserted by the secured parties, and the unencumbered property does not constitute security for any of the Debtor's prepetition indebtedness to the secured parties; (ii) a declaratory judgment that any liens or security interests asserted by the secured parties on certain property of the Debtor are unperfected, and such unperfected lien property does not constitute security for any of the Debtor's prepetition indebtedness to the secured parties; (iii) an order avoiding the secured parties unperfected liens on the unperfected lien property; and (iv) an order disallowing the secured parties claims to the extent that secured parties' claims are purportedly secured unperfected lien property and unencumbered property. The Committee is represented by: David B. Stratton, Esq. Donald J. Detweiler, Esq. Evelyn J. Meltzer, Esq. Michael J. Custer, Esq. PEPPER HAMILTON LLP 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 The Supporting Noteholders are represented by: Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Curtis S. Miller, Esq. Andrew Remming, Esq. MORRIS NICHOLS, ARSHT & TUNNEL LLP 1201 North Market Street, 18th Floor Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 Michael S. Stamer, Esq. Abid Qureshi, Esq. Brian T. Carney, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036-6745 Tel: (212) 872-1000 Fax: (212) 872-1002 James R. Savin, Esq. Robert S. Strauss, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1333 New Hamsphire Ave., N.W. Washington, DC 20036-1564 Tel: (202) 887-4000 Fax: (202) 887-4288 About Evergreen Solar Evergreen Solar, Inc. -- http://www.evergreensolar.com/-- develops, manufactures and markets String Ribbon solar power products using its proprietary, low-cost silicon wafer technology. The Company's patented wafer manufacturing technology uses significantly less polysilicon than conventional processes. Evergreen Solar's products provide reliable and environmentally clean electric power for residential and commercial applications globally. The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge Mary F. Walrath. The Company's balance sheet at April 2, 2011, showed $373,972,000 in assets, $455,506,000 in total liabilities, and a stockholders' deficit of $81,534,000. As reported in the Troubled Company Reporter on Nov. 2, 2011, the Debtor disclosed $952,050,753 in assets and $404,601,683 in liabilities. Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham McCutchen LLP, serve as general bankruptcy counsel to the Debtor. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial LLC serves as exclusive marketing and sales agent. Klehr Harrison Harvey Branzburg serves as special conflicts counsel. Zolfo Cooper LLC is the financial advisor. UBS Securities, LLC, serves as investment banker. Epiq Bankruptcy Solutions has been tapped as claims agent. In conjunction with the Chapter 11 filing, the Company entered into a restructuring support agreement with certain holders of more than 70% of the outstanding principal amount of the Company's 13% convertible senior secured notes. As part of the bankruptcy process the Company will undertake a marketing process and will permit all parties to bid on its assets, as a whole or in groups pursuant to 11 U.S.C. Sec. 363. An entity formed by the supporting noteholders, ES Purchaser, LLC, entered into an asset purchase agreement with the Company to serve as a "stalking-horse" and provide a "credit-bid" pursuant to the Bankruptcy Code for assets being sold. The supporting noteholders are represented by Michael S. Stainer, Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. An official committee of unsecured creditors has retained Pepper Hamilton and Kramer Levin Naftalis & Frankel as counsel. Klehr Harrison Harvey Branzburg LLP serves as special conflicts counsel. The Committee tapped Garden City Group as communications services agent, Blackstone Advisory Partners LP as financial advisor, Evergreen Solar is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are start-up Spectrawatt Inc., which also filed in August, Solyndra Inc., which filed early in September, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. EVERGREEN SOLAR: Panel Objects Stalking Horse Asset Sale Deal ------------------------------------------------------------- BankruptcyData.com reports that Evergreen Solar's official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtors' motion to enter into a stalking horse asset sale agreement for substantially all of its assets to holders of the Company's 13% Secured Notes for $60 million. According to BankruptcyData, the committee requests that the Court (A) deny approval of any credit bid by the prepetition secured parties and (B) order that all proceeds of any assets sold be held by the estate until the latter of the resolution of the lien avoidance action or confirmation of a Chapter 11 Plan. About Evergreen Solar Evergreen Solar, Inc. -- http://www.evergreensolar.com/-- develops, manufactures and markets String Ribbon solar power products using its proprietary, low-cost silicon wafer technology. The Company's patented wafer manufacturing technology uses significantly less polysilicon than conventional processes. Evergreen Solar's products provide reliable and environmentally clean electric power for residential and commercial applications globally. The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge Mary F. Walrath. The Company's balance sheet at April 2, 2011, showed $373,972,000 in assets, $455,506,000 in total liabilities, and a stockholders' deficit of $81,534,000. Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham McCutchen LLP, serve as general bankruptcy counsel to the Debtor. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial LLC serves as exclusive marketing and sales agent. Klehr Harrison Harvey Branzburg serves as special conflicts counsel. Zolfo Cooper LLC is the financial advisor. UBS Securities, LLC, serves as investment banker. Epiq Bankruptcy Solutions has been tapped as claims agent. In conjunction with the Chapter 11 filing, the Company entered into a restructuring support agreement with certain holders of more than 70% of the outstanding principal amount of the Company's 13% convertible senior secured notes. As part of the bankruptcy process the Company will undertake a marketing process and will permit all parties to bid on its assets, as a whole or in groups pursuant to 11 U.S.C. Sec. 363. An entity formed by the supporting noteholders, ES Purchaser, LLC, entered into an asset purchase agreement with the Company to serve as a "stalking-horse" and provide a "credit-bid" pursuant to the Bankruptcy Code for assets being sold. The supporting noteholders are represented by Michael S. Stainer, Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. An official committee of unsecured creditors has retained Pepper Hamilton and Kramer Levin Naftalis & Frankel as counsel. The Committee tapped Garden City Group as communications services agent. Evergreen Solar is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are start-up Spectrawatt Inc., which also filed in August, Solyndra Inc., which filed early in September, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. EVERGREEN SOLAR: Noteholders Want to Retain Right to Credit Bid --------------------------------------------------------------- Certain unaffiliated holders of the 13% convertible senior secured notes due 2015 ask the U.S. Bankruptcy Court for the District of Delaware to deny the motion to eliminate the prepetition secured parties' right to credit bid in the auction for Evergreen Solar, Inc.'s assets. According to the Supporting Noteholders, the Official Committee of Unsecured Creditors in the Debtor's case sought to eliminate the secured parties' Court-approved and statutory presumed right to credit bid on certain assets. The Supporting Noteholders explain that: 1. the secured parties' right to credit bid has already been considered and decides by the Court; 2. the Committee has not presented any evidence -- much less evidence not already considered by the Court -- to establish that casue exists to preclude the secured parties from credit bidding their claims against their collateral; 3. as recognized by the Court in approving the stalking horse bid as part of the bid procedures, credit bidding and a stalking horse bid is an important part of the Chapter 11 sale process. About Evergreen Solar Evergreen Solar, Inc. -- http://www.evergreensolar.com/-- develops, manufactures and markets String Ribbon solar power products using its proprietary, low-cost silicon wafer technology. The Company's patented wafer manufacturing technology uses significantly less polysilicon than conventional processes. Evergreen Solar's products provide reliable and environmentally clean electric power for residential and commercial applications globally. The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge Mary F. Walrath. The Company's balance sheet at April 2, 2011, showed $373,972,000 in assets, $455,506,000 in total liabilities, and a stockholders' deficit of $81,534,000. As reported in the Troubled Company Reporter on Nov. 2, 2011, the Debtor disclosed $952,050,753 in assets and $404,601,683 in liabilities. Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham McCutchen LLP, serve as general bankruptcy counsel to the Debtor. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial LLC serves as exclusive marketing and sales agent. Klehr Harrison Harvey Branzburg serves as special conflicts counsel. Zolfo Cooper LLC is the financial advisor. UBS Securities, LLC, serves as investment banker. Epiq Bankruptcy Solutions has been tapped as claims agent. In conjunction with the Chapter 11 filing, the Company entered into a restructuring support agreement with certain holders of more than 70% of the outstanding principal amount of the Company's 13% convertible senior secured notes. As part of the bankruptcy process the Company will undertake a marketing process and will permit all parties to bid on its assets, as a whole or in groups pursuant to 11 U.S.C. Sec. 363. An entity formed by the supporting noteholders, ES Purchaser, LLC, entered into an asset purchase agreement with the Company to serve as a "stalking-horse" and provide a "credit-bid" pursuant to the Bankruptcy Code for assets being sold. The supporting noteholders are represented by Michael S. Stainer, Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. An official committee of unsecured creditors has retained Pepper Hamilton and Kramer Levin Naftalis & Frankel as counsel. Klehr Harrison Harvey Branzburg LLP serves as special conflicts counsel. The Committee tapped Garden City Group as communications services agent, Blackstone Advisory Partners LP as financial advisor, Evergreen Solar is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are start-up Spectrawatt Inc., which also filed in August, Solyndra Inc., which filed early in September, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. FCC HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1' ---------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating ("CFR") of FCC Holdings, LLC ("First Capital") to Caa1 from B2 and the rating of its Senior Unsecured Notes to Caa3 from B3. The ratings remain under review for a possible further downgrade. RATINGS RATIONALE The rating action reflects Moody's view that First Capital's weakened financial performance could result in a covenant breach. During the review period, Moody's will examine the possible outcomes of investor and lender discussions as well as the potential for increases to the firm's capital base. Moody's will also assess the impact of potential asset impairments on the company's earnings, capital, and liquidity levels. Moody's increased the notching between the CFR and the Senior Unsecured Notes ratings from one to two notches. Were First Capital to default, loss severity for the rated unsecured debt could be materially higher than for the secured debt. Moody's rating of the unsecured notes is based upon an analytical framework for finance companies that determines the rating "notches" assigned to a company's various classes of debt versus its CFR, considering: 1) the relative proportion of each distinct class of debt within the company's capital structure; and 2) the relative quality and adequacy of asset coverage associated with each class of debt. A class of debt is defined by terms regarding seniority, pledge of security, guarantees or other support, and covenants. This framework does not apply to securitizations and hybrid debt instruments. A single class of debt that represents a preponderance of a company's total debt will typically be rated the same as the company's CFR. A class of debt that constitutes less than a preponderance of a company's total debt can be rated as many as two notches higher or two notches lower than the company's CFR, depending upon the strength or weakness of its creditor protections, nominally and in comparison to other debts issued by the company. The principal methodology used in rating First Capital is analyzing the Credit Risks of Finance Companies. First Capital is a commercial finance company headquartered in Boca Raton, FL. FCC HOLDINGS: S&P Puts 'B-' Counterparty Rating on Watch Neg. ------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B-' counterparty credit and senior unsecured ratings on FCC Holdings LLC (First Capital) on CreditWatch with negative implications. "The CreditWatch negative reflects the unexpected deterioration in First Capital's loan portfolio. We expect that impairments related to these credits will lead to a significant net loss for 2011," said Standard & Poor's credit analyst Rian Pressman. "We believe that, depending on its magnitude, a substantial net loss in fourth-quarter 2011 could trigger the violation of covenants associated with First Capital's secured or unsecured debt. In particular, First Capital's $100 million senior notes have a tangible net worth (TNW) covenant of $160 million. As of June 30, 2011, tangible equity attributable to First Capital totaled about $184 million." "If we expect the company will be unable to maintain compliance with its secured or unsecured debt covenants, we could lower our rating by one or more notches. We could remove the ratings from CreditWatch and affirm them at their current level if management reduces its higher-risk credit exposures, including larger loans and loans primarily secured by noncore collateral, including contractually recurring revenue and equipment," S&P related. FENTON SUB: Hearing on Exclusivity Extension Scheduled for Today ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota will convene a hearing today, Nov. 9, 2011, at 9:00 a.m., to consider Fenton Sub Parcel D, LLC and Bowles Sub Parcel D, LLC's request to extend their exclusive periods for the proposed Plan of Reorganization. The Debtors previously requested for an extension in their exclusive periods to file and solicit plan acceptances until Jan. 6, 2012, and March 6, respectively. Due to scheduling issues in their cases, the Debtors requested that those dates be until Feb. 6, and April 6, respectively. The Debtors filed their request for an extension before the exclusive periods was set to expire on Oct. 27. The Debtors needed more time to file a joint plan in order to maximize the value of their assets for the benefit of all their creditors. The Debtors also noted that they are working with Tim Mulcahy, the proposed purchaser of a commercial office building located at 7667 Cahill Road, Edina, to reach a settlement of issues in the Mulcahy Litigation, including the waste claim. According to the Debtors, the proposed $4 million asset sale to Mr. Mulcahy did not close because Associated Bank did not provide the loan and the closings on the purchase agreements could not occur. All of the purchase agreements in other pools were voluntarily terminated by the purchasers, but the party to the one purchase agreement for Pool D would not agree to terminate the agreement, leading to litigation with that buyer, Mr. Mulcahy. The Debtors now intend to file a sale motion, requesting that the Court authorize the sale of the Cahill Building to Mr. Mulcahy free and clear of the lender's mortgage, and requesting that the Bankruptcy Court determine the waste claim or, alternatively, that the Bankruptcy Court lift the automatic stay for the limited purpose of allowing the Hennepin County District Court to determine the waste claim on an expedited basis. The hearing on the Cahill sale motion is scheduled for Dec. 7. About Fenton Sub Parcel D and Bowles Sub Parcel D Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own industrial multi-tenant properties located in the Twin Cities. They are controlled by StoneArch II/WCSE Minneapolis Industrial LLC. StoneArch is the 100% member of Bowles Subsidiary, LLC and of Fenton Subsidiary LLC. Bowles Subsidiary LLC is then the 100% member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is the 100% member of Fenton Sub Parcel D, LLC. In 2007, StoneArch acquired various LLCs, which in turn owned 27 industrial multi-tenant properties located in the Twin Cities. The properties were divided into four separate pools: A, B, C, and D. Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the properties in pool D. As tenants in common, Fenton Sub Parcel D has an undivided 74.5394% interest and Bowles Sub Parcel D has an undivided 25.4606% interest. The Pool D Properties consist of six parcels of real property located in Anoka, Dakota, and Hennepin Counties, Minnesota. The Debtors expect the Pool D Properties to be worth $13,135,656 as of the Petition Date. Although they are two separate legal entities, Fenton Sub Parcel D and Bowles Sub Parcel D have consistently been treated as one enterprise. Hoyt Properties, Inc., acts as agent in managing the Pool D Properties. Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011. The Debtors' petitions were signed by Steven Bruce Hoyt, chief manager, who is a debtor in bankruptcy case number 11- 43816. He is separately represented by Michael C. Meyer of the firm Ravich Meyer. The cases were originally assigned to Judge Dennis D. O'Brien and reassigned to Judge Robert J. Kressel as the cases are related to the Hoyt case, which was filed earlier and assigned to Judge Kressel. Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors. FENTURA FINANCIAL: D. Rotman & J. Wesseling Resign from Board ------------------------------------------------------------- The Board of Directors of Fentura Financial, Inc., accepted the resignation of Directors Douglas Rotman and James Wesseling. Messrs. Rotman and Wesseling were originally appointed as directors of the Company in 2007 and 2009, respectively, as representatives of Fentura Financial's subsidiary, West Michigan Community Bank. Both Messrs. Rotman and Wesseling agreed to remain on the Board of Directors of Fentura Financial, Inc., for a transitionary period following the sale of West Michigan Community Bank. About Fentura Financial Based in Fenton, Michigan, Fentura Financial, Inc., is a registered bank holding company, owns and controls The State Bank, Fenton, Michigan, and West Michigan Community Bank, Hudsonville, Michigan, both state nonmember banks, and two nonbank subsidiaries. Fentura Financial shares are traded over the counter under the FETM trading symbol. As reported in the Troubled Company Reporter on March 22, 2010, Crowe Horwath LLP, in Grand Rapids, Mich., 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 incurred net losses in 2009 and 2008, primarily from higher provisions for loan losses, and non-compliance with the higher capital requirements of the Consent Orders. Fentura Financial, Inc., entered into a Written Agreement with the Federal Reserve Bank of Chicago on Nov. 4, 2010. Among other things, the Written Agreement requires that the Company obtain the approval of the FRB prior to paying a dividend; requires that the Company obtain the approval of the FRB prior to making any distribution of interest, principal, or other sums on subordinated debentures or trust preferred securities; prohibits the Company from purchasing or redeeming any shares of its stock without the prior written approval of the FRB; requires the submission of a written capital plan by Jan. 3, 2011, and; requires the Company to submit cash flow projections for the Company to the FRB on a quarterly basis. The Company reported a net loss of $5.38 million on $13.87 million of interest income for the year ended Dec. 31, 2010, compared with a net loss of $16.98 million on $16.24 million of interest income during the prior year. The Company's balance sheet at June 30, 2011, showed $303.33 million in total assets, $286.92 million in total liabilities and $16.41 million in total shareholders' equity. FILENE'S BASEMENT: Closure Will Leave 530 Employees Without Jobs ---------------------------------------------------------------- Jon Chesto at the Patriot Ledger, citing report from the Executive Office of Labor and Workforce Development, says the upcoming closing of the Filene's Basement and Syms chains will cost Massachusetts as many as 530 jobs. According to the report, Syms sent a letter to the state agency last week, alerting state officials to the pending loss of 360 jobs. The report relates that Syms had already told the state agency in October that it planned to close four of its seven stores in Massachusetts. Those stores -- in Braintree, Watertown, Saugus and Peabody -- are all in Simon Property Group shopping centers and are in the midst of liquidation sales. Those four stores collectively employed 170 people. The report notes that the letter to the state labor agency shows that there are 79 people who will lose their jobs at a Filene's Basement store in the Back Bay, 68 at a Filene's Basement store in Newton and 36 at a Syms/Filene's Basement hybrid store in Norwood. The report adds that the biggest job loss in the Filene's Basement chain will take place at the chain's 457,000-square-foot warehouse in Auburn. There, the company employs 159 people, as well as 18 in a much-diminished corporate office. 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. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009. James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their restructuring effort. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors listed $50 million to $100 million in assets and $100 million to $500 million in debts. The Debtor was renamed FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. In December 2010, a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims was made, bringing the cumulative distributions on unsecured claims to 62.5%. On Nov. 2, 2011, Syms Corp. and its Filene's Basement affiliate, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) to wind down operations. Syms will sell inventory and real estate and shut down. 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: Lawyer Says Investors Should See Payouts ----------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that Jay Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, an attorney for Syms Corp. and Filene's Basement LLC, said in Delaware bankruptcy court on Friday that he expected the Chapter 11 liquidation of the clothing retailers to not only pay off creditors, but provide a recovery for shareholders as well. According to Law360, Mr. Goffman said that Syms, unlike Filene's, owns the real estate that its stores occupy and these "very valuable" assets would likely generate enough cash for some return to equity. 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. Filene's Basement first filed for Chapter 11 bankruptcy protection(Bankr. D. Del. Case No. 09-11525) in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. The Debtor was formally renamed to FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. 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, Delaware bankruptcy court to wind down operations. Syms will sell inventory and real estate and shut down. The liquidation of stores is expected to run through approximately January 2012. Syms and Filene's Basement 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: Nov. 15 Hearing on Liquidators' Contract ----------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved the form and manner of notice of Syms' emergency motion to enter into a second agency agreement with a joint venture of Gordon Brothers Retail Partners and Hilco Merchant Resources authorizing the agent to sell certain assets -- consisting of merchandise and owned furniture, fixtures and equipment at the Debtors' respective stores through store closing sales -- and authorizing the Debtors to abandon unsold merchandise and furniture, fixtures and equipment after conclusion of the sale. The Court scheduled a Nov. 15, 2011 hearing on the motion. 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. Filene's Basement first filed for Chapter 11 bankruptcy protection(Bankr. D. Del. Case No. 09-11525) in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. The Debtor was formally renamed to FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. 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, Delaware bankruptcy court to wind down operations. Syms will sell inventory and real estate and shut down. The liquidation of stores is expected to run through approximately January 2012. Syms and Filene's Basement 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. FIRST MARINER: Incurs $7.9 Million Net Loss in Third Quarter ------------------------------------------------------------ First Mariner Bancorp reported a net loss of $7.96 million on $11.67 million of total interest income for the three months ended Sept. 30, 2011, compared with a net loss of $4.61 million on $13.78 million of total interest income for the same period during the prior year. The Company also reported a net loss of $26.27 million on $35.51 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $12.70 million on $41.47 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.19 billion in total assets, $1.21 billion in total liabilities and a $21.57 million total stockholders' deficit. Edwin F. Hale, Sr., 1st Mariner's Chairman and Chief Executive Officer, said, "We still continue to face strong headwinds in the real estate market. Our costs associated with foreclosed properties remain high as declining appraised values have forced us to take write downs on these assets." A full-text copy of the press release is available for free at: http://is.gd/RgL9rp About First Mariner Headquartered in Baltimore, Maryland, First Mariner Bancorp -- http://www.1stmarinerbancorp.com/-- is a bank holding company whose business is conducted primarily through its wholly owned operating subsidiary, First Mariner Bank, which is engaged in the general general commercial banking business. First Mariner was established in 1995 and has total assets in excess of $1.3 billion as of Dec. 31, 2010. "Quantitative measures established by regulation to ensure capital adequacy require the [First Mariner] Bank to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I capital to average quarterly assets," the Company said in the filing. "As of March 31, 2011, the Bank was "under-capitalized" under the regulatory framework for prompt corrective action." As reported in the TCR on April 4, 2011, Stegman & Company, in Baltimore, expressed substantial doubt about First Mariner Bancorp's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses and has a limited capital base. Bankruptcy Warning As of June 30, 2011, First Mariner Bank's and the Company's capital levels were not sufficient to achieve compliance with the higher capital requirements they were required to meet by June 30, 2010. The failure to maintain these capital requirements could result in further action by their regulators. On Sept. 18, 2009, the Bank entered into an Agreement with the Federal Deposit Insurance Corporation and the Commissioner of Financial Regulation for the state of Maryland, pursuant to which it consented to the entry of an Order to Cease and Desist, which directs the Bank to (i) increase its capitalization, (ii) improve earnings, (iii) reduce nonperforming loans, (iv) strengthen management policies and practices, and (v) reduce reliance on noncore funding. The September Order required the Bank to adopt a plan to achieve and maintain a Tier I leverage capital ratio of at least 7.5% and a total risk-based capital ratio of at least 11% by June 30, 2010. We did not meet the requirements at June 30, 2010, December 31, 2010, or June 30, 2011. The failure to achieve these capital requirements could result in further action by its regulators. First Mariner currently does not have any capital available to invest in the Bank and any further increases to the Company's allowance for loan losses and operating losses would negatively impact the Company's capital levels and make it more difficult to achieve the capital levels directed by the FDIC and the Commissioner. Because the Company has not met all of the capital requirements set forth in the September Order within the prescribed timeframes, if the Company's revised capital plan is not approved or if the Company is not granted a waiver of those requirements, the FDIC and the Commissioner could take additional enforcement action against the Company, including the imposition of monetary penalties, as well as further operating restrictions. The FDIC or the Commissioner could direct the Company to seek a merger partner or possibly place the Bank in receivership. If the Bank is placed into receivership, the Company would cease operations and liquidate or seek bankruptcy protection. If the Company were to liquidate or seek bankruptcy protection, the Company does not believe that there would be assets available to holders of the capital stock of the Company. FOX RIVER: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Fox River Country Day School 1600 Dundee Ave Elgin, IL 60120 Bankruptcy Case No.: 11-44558 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtor's Counsel: Gregory J. Jordan, Esq. JORDAN, KOWAL & APOSTOL LLC 200 South Wacker Drive - 32nd Floor Chicago, IL 60606 Tel: (312) 854-7181 Fax: (312) 276-9285 E-mail: gjordan@jka-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb11-44558.pdf The petition was signed by Alan Neil, director. FRANCIS PLACE: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Francis Place Investors, LLC 107 South Meramec Saint Louis, MO 63105 Bankruptcy Case No.: 11-51575 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Barry S. Schermer Debtor's Counsel: Joel A. Kunin, Esq. THE KUNIN LAW OFFICES 1500 Eastport Plaza Drive, Suite 200 Collinsville, IL 62234-6135 Tel: (618) 215-4841 Fax: (888) 519-6105 E-mail: jkunin@kuninlaw.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 four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/moeb11-51575.pdf The petition was signed by Kerry Klarfeld, manager. GAMETECH INT'L: Signs Licensing Agreement with American Gaming -------------------------------------------------------------- GameTech International, Inc., entered into a licensing agreement for VLT content for the Illinois Video Gaming market with American Gaming Systems. Under terms of the agreement, AGS will have access to five game titles from GameTech's library of poker, keno, line-up, and blackjack games for exclusive use in Illinois Video Gaming market. AGS also will have the opportunity to license additional titles as they become available. "This deal is important to GameTech as it showcases our core competency in the VLT market of being a provider of top-rate games that have a broad-based market appeal," said Kevin Painter, GameTech's CEO and Chairman. "We've always known we have had industry leading content in our markets, and this deal validates our position." About GameTech International Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. The Company reported a net loss of $20.4 million on $35.2 million of revenue for the 52 weeks ended Oct. 31, 2010, compared with a net loss of $10.5 million on $47.8 million of revenue for the 52 weeks ended Nov. 1, 2009. Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed substantial doubt about GameTech International, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered reoccurring losses from operations and has been unable to extend the maturity of its debt, or raise additional capital necessary to execute its business plan. The Company's balance sheet at May 1, 2011, showed $40.19 million in total assets, $32.33 million in total liabilities and $7.86 million in total stockholders' equity. GARNET HILL: Files for Chapter 11 Bankruptcy to Sell Lodge ---------------------------------------------------------- Larry Rulison at the Times Union reports that Garnet Hill Lodge has filed for Chapter 11 bankruptcy protection to sell the facility, which has been losing money and facing foreclosure. The report says Pine Meadows Property LLC has offered $1.2 million. Donald Preuninger is in charge of the buyer. The report also notes the bankruptcy judge overseeing the case would likely hold another auction that would ensure that the highest price is paid for the property. According to the report, the lodge was supposed to be auctioned off in March, but the sale was canceled at the last minute. The report relates that the couple that bought the North River property several years ago -- Joseph Fahy and Mary Donnellan-Fahy -- have split, and Ms. Donnellan-Fahy is accusing Joseph Fahy of blocking the sale. Mr. Fahy has also filed a lawsuit against her and the business in Warren County. The report notes Ms. Donnellan-Fahy said she filed the bankruptcy plan as a way to ensure the sale goes through before she would have to close the lodge and lay off her employees -- jeopardizing its loyal customer base. TD Banknorth has already started to foreclose on the inn, and she cannot keep paying a loan they got through TD Banknorth that still has more than $800,000 outstanding. Garnet Hill Lodge -- http://www.garnet-hill.com/-- operates a rustic country inn in Warren County, New York. GARY PHILLIPS: Hearing on Lift Stay Plea Continued Until Nov. 15 ---------------------------------------------------------------- The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for the Eastern District of Tennessee has continued until Nov. 15, 2011, at 9:00 a.m., the hearing to consider motion for relief from the automatic stay against Gary Phillips Construction, LLC's assets. The hearing was continued upon agreement between the Debtor and ProBuild Company, Inc. About Gary Phillips Construction Piney Flats, Tennessee-based Gary Phillips Construction, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-53097) on Dec. 3, 2010. Fred M. Leonard, Esq. -- fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the Debtor's counsel. The Debtor tapped Wayne Turbyfield as accountant. The Debtor tapped the law firm of Bearfield & Associates as special counsel. The Court denied the application to employ Crye-Leike Realtors as realtor. In its schedules, the Debtor disclosed $13,255,698 in assets and $7,614,399 in liabilities as of the Petition Date. Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six creditors to serve on an Official Committee of Unsecured Creditors in the Debtor's case. Dean B. Farmer, Esq., at Hodges, Doughty & Carson, PLLC, serves as the committee's counsel. GELT PROPERTIES: Court to Consider Property Foreclosure on Nov. 15 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Pennsylvania will convene a hearing on Nov. 15, 2011, at 11:00 a.m., to consider Gelt Properties, LLC, et al.'s motion for authority to foreclose upon certain real property and to approve foreclosure and loan payoff procedures. In the ordinary course of business, it borrows money from traditional lenders and makes loans to non-bankable commercial borrowers, . Given the nature of the Debtor's business, circumstances may arise that place the Debtor in a position to foreclose upon certain of its mortgages with the filing of a complaint in foreclosure in the applicable venue. Moreover, in the ordinary course of business, the Debtors receive request from borrowers for authority to pay off a loan pursuant to its terms. The Debtors relate that currently, their properties are generally encumbered by liens of various traditional lenders. The Debtors seek to foreclose upon certain of the remaining properties, as circumstance give rise to such an exercise of the Debtor's rights procedurally, free and clear of all liens, claims, encumbrances, and interests, including but not limited to (i) all mortgages, judgments, liens and lis pendens of records; and (ii) all claims of ownership or other equitable rights of any party of any kind and all liens will attach to the proceeds of said sale. The Debtors desire to implement a procedure whereby properties can be foreclosed upon, maintained and ultimately sold or leased to third party buyers or tenants without the need for individual court approval of each foreclosure or sale. With regards to the mortgage payoff letters, the Debtors propose to provide the affected lender with a copy of the payoff letter sent to borrower along with a notice of proposed distribution to the affected lender as a result of the payoff together with an explanation of the calculation of the proposed distribution. About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11- 15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy counsel. The petitions were signed by Uri Shoham, the Debtors' chief financial officer. The Debtors' other professionals include: Eisenberg, Gold & Cettei P.C. as its special counsel to provide proper legal counsel to the Debtors with regard to defending against certain actions, Cohen and Forman as their special counsel to advise them upon all matters which may arise or which may be incident to the bankruptcy proceedings. Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial Corporation, has filed its schedules disclosing $20,340,725 in assets and $17,050,558 in liabilities as of the Chapter 11 filing. On Sept. 15, 2011, a committee of unsecured creditors was appointed. Schoff McCabe, P.C. represents the Committee. GENERAL MARITIME: Incurs $37.2 Million Net Loss in 3rd Quarter -------------------------------------------------------------- General Maritime Corporation reported a net loss of $37.22 million on $37.90 million of net voyage revenues for the three months ended Sept. 30, 2011, compared with a net loss of $26.03 million on $57.55 million of net voyage revenues for the same period a year ago. The Company also reported a net loss of $92.72 million on $150.44 million of net voyage revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $49.42 million on $184.46 million of net voyage revenues for the same period during the previous year. A full-text copy of the press release announcing the financial results is available for free at http://is.gd/Wq2miQ About General Maritime Based in New York City, General Maritime Corporation through its subsidiaries provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products. The Company's vessels are primarily available for charter on a spot voyage or time charter basis. The Company reported a net loss of $216.66 million on $387.16 million of voyage revenue for the year ended Dec. 31, 2010, compared with a net loss of $11.99 million on $350.52 million of voyage revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.78 billion in total assets, $1.44 billion in total liabilities, and $339.32 million in total shareholders' equity. Deloitte & Touche LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company requires additional financing in order to meet its debt obligations that will come due over the next year. In addition, the Company has current losses from operations, a working capital deficit and the expectation that certain of its loan covenants will not be achieved during 2011 without additional capital being raised, debt being refinanced or covenants waived or amended. * * * Standard & Poor's Ratings Services in December 2010 lowered its long-term corporate rating on General Maritime Corp. to 'CCC+' from 'B', and placed the ratings on CreditWatch with negative implications. In the Sept. 6, 2011, edition of the TCR, Moody's Investors Service lowered its probability of default rating of General Maritime to 'Caa3' from 'Caa1' and corporate family rating to 'Caa3' from 'B3'. The outlook is negative. The downgrade of the ratings to Caa3 reflects GenMar's still tightening liquidity notwithstanding the recent issuance of junior debt capital and relaxation of the minimum liquidity covenant of its various debt facilities. Moody's believes that seasonal freight rates will remain close to current levels through most of 2012, because growth in ton-mile demand is unlikely to absorb continuing excess vessel supply. With the majority of the company's current time-charter out contracts expiring in the next 12 to 15 months, GenMar will face increasing exposure to the mainly lower spot market freight rates. Moody's expects the company to continue to have a difficult time achieving positive operating cash flow, which could threaten its ability to make cash interest payments. The resultant overreliance on its cash balance, which stood at almost $59 million at June 30, 2011 to meet its operating and debt service requirements, could cause it to fall out of compliance with the minimum liquidity covenant, which the lenders recently agreed to lower to $35 million through Dec. 31, 2011. GENERAL MOTORS: DBRS Upgrades Issuer Ratings to 'BB' ---------------------------------------------------- DBRS has upgraded the Issuer Ratings of General Motors Company and General Motors Holdings LLC (collectively, GM or the Company) to BB (high) from BB. Pursuant to DBRS's rating methodology for leveraged finance, GM's Secured Credit Facility has been confirmed at BBB (low) (the confirmation reflects the instrument rating ceiling of BBB (low) as per the revised methodology dated June 2011). The trend on all ratings is Stable. The upgrade of the Issuer Ratings reflects the Company's continuously improving performance, with GM becoming significantly profitable from 2010 through the first half of 2011. The Company's progress in its core North American market has been impressive amid industry conditions that, while improved vis-�-vis the recent automotive downturn, remain well below historical norms. Additionally, GM has further bolstered its financial profile as the Company paid down $10.9 billion (on a net basis) of industrial indebtedness in 2010. As of June 30, 2011, the Automotive operations had a substantial net cash position of $28 billion (including marketable securities), with the Company's $5 billion Secured Credit Facility also being undrawn. The Company's earnings performance in 2010 through the first half of 2011 has been solid, mostly based on strong results of GM's North American operations (GMNA). GMNA's earnings incorporate higher volumes and firmer pricing that are not only a function of moderately improving industry conditions but also reflect GM's success in introducing new vehicle models, most of which have been well-received in the marketplace and attained higher pricing and market share as a result. Recent examples of this include the Chevrolet Equinox and Cruze models, as well as the Buick LaCrosse. DBRS also notes that while GMNA's sales continue to be overweighted in trucks, many of the Company's recent car model launches have also proven successful and competitive in their respective segment(s), with the product range therefore being meaningfully expanded. This product momentum has also helped GM stabilize its market share after the Company contracted to four brands (from eight previously). While GM's recent product momentum is noteworthy, DBRS believes that the significant profitability of GMNA largely reflects the much-reduced cost position of this segment, with breakeven production levels estimated at industry volumes of approximately ten million units (based on current market share). (DBRS projects U.S. industry sales in 2011 to total approximately 12.5 million units, which, while moderately higher year-over-year, remains well below historical norms.) DBRS notes that the Company recently negotiated a new four-year agreement with the United Auto Workers (UAW) union. While a prudent resolution of the negotiations was expected, DBRS views positively GM's ability to secure a new labour agreement without significantly increasing the fixed cost base of the North American operations, with the breakeven production level of GMNA being essentially maintained and enabling the Company to remain competitive in North America. However, even though GM is well diversified geographically, DBRS notes that the performance of the Company is presently too dependent on North America, which has recently represented more than 70% of the operating earnings of the Automotive segment. GM continues to undertake restructuring activities regarding the operations of GM Europe (GME). GME's restructuring concerns the implementation of capacity and headcount reductions such that the segment's breakeven production levels would more closely match actual demand. To this end, the Company has permanently closed its assembly facility in Antwerp, Belgium, while also effecting significant staffing decreases at its facilities in Bochum, Germany. GME is also undertaking a broad product offensive in Europe, with over 30 new vehicle models planned though 2014. While this segment has been mostly incurring losses of late, DBRS notes that the losses have been narrowing, with GME generating a small profit in Q2 2011. However, ongoing economic headwinds in Europe could considerably delay the timeframe by which this segment begins to generate material profitability. GM's International Operations (GMIO) segment accounts for the highest number of unit sales within the Company. This segment is predominantly represented by China, where the Company is involved in several joint ventures. While considerably lower than that of GMNA, GMIO nonetheless generates significant profitability (including the equity income of GM's joint venture partners). DBRS notes, however, that earnings through the first half of 2011 trended lower year-over-year, given moderating (albeit still high) growth rates and cost increases related to engineering and raw materials. Nonetheless, this segment is expected to gain increasing prominence within the Company as emerging markets are projected to represent the predominant source of future growth for the global automotive industry. In Q4 2010 the Company added a new geographic segment ? GM South America, with Brazil being the most important market (this segment was previously incorporated in GMIO). While profitable, this new segment's earnings remain modest in proportion to the total Automotive business, with margins in 2011 also being adversely affected by cost increases and an aging product portfolio. DBRS notes that GM intends to launch 40 new models in the region by the end of 2012. DBRS notes that the Company's financial profile, which benefitted substantially through the bankruptcy of General Motors Corporation, is very solid, with GM's credit metrics readily exceeding those commensurate with the current ratings. Given its solid cash generation and healthy liquidity, the Company continued to make significant paydowns of its debt in 2010, which in aggregate totalled $10.9 billion (on a net basis). GM's balance sheet strength is partly offset by its sizeable underfunded pension plans. However, DBRS notes that the Company has been aggressively addressing its U.S. pensions. GM made a voluntary $4.0 billion cash contribution in Q4 2010, followed by a further contribution of $2.2 billion (in the form of stock) in the first quarter of this year, with the Company publicly indicating its objective to fully fund its pension plan. DBRS notes that GM remains very well positioned to benefit from the ongoing recovery of the automotive industry, with its strong presence in emerging markets further bolstering growth prospects over the long term. However, DBRS also observes that persistent economic uncertainties in the United States and particularly in Europe could yet derail the recovery in these developed markets (and potentially trigger another downturn). The Stable trend on the ratings reflects the above-cited headwinds facing the Company. However, in the event that DBRS's concerns regarding market conditions moderates or should GM's performance momentum persist notwithstanding these challenges (with the Company demonstrating further progress regarding the restructuring of its European operations), the ratings could be subject to further positive action. GERONIMO LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Geronimo, LLC 215 North Pine New Lenox, IL 60451 Bankruptcy Case No.: 11-44589 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Karen J. Porter, Esq. PORTER LAW NETWORK 230 West Monroe, Suite 240 Chicago, IL 60606 Tel: (312) 372-4400 Fax: (312) 372-4160 E-mail: kjplawnet@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by William Daly, sole manager. GLOBAL INDUSTRIAL: High Court Denies Bid to Reverse Ruling ---------------------------------------------------------- Derek Hawkins at Bankruptcy Law360 reports that the U.S. Supreme Court on Monday rejected a bid by Global Industrial Technologies Inc. to reverse a precedential Third Circuit ruling that the company's insurers could challenge its handling of asbestos- and silica-related claims in its bankruptcy plan. According to Law360, the high court denied GIT's petition in a short order, over the company's argument that Hartford Accident and Indemnity Co. and seven other insurers lacked standing to object to its plan. About Global Industrial Technologies Global Industrial Technologies Inc. is a subsidiary of RHI AG and the holding company for Harbison-Walker Refractories Company and A.P. Green Industries, Inc. Harbison-Walker manufactures and sells refractory products and construction-type materials designed to sustain various high heat processing applications. APG previously engaged in certain refractory manufacturing operations before transferring these operations to its subsidiary, AP Green Refractories. GIT and its affiliates filed for chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 02-21626) on Feb. 14, 2002. James J. Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler, Esq., at Reed Smith LLP, represented the Debtor. Kroll Zolfo Cooper LLC served as the Debtors' bankruptcy consultants and special financial advisors. The Official Committee of Unsecured Creditors was represented by McGuire Woods, LLP. KPMG LLP served as the Creditors Committee's financial advisor. The Asbestos Claimants Committee was represented by attorneys at Caplin & Drysdale, Chartered and Campbell & Levine, LLC. Defunct firm L. Tersigni Consulting PC was the Asbestos Committee's financial advisor. Lawrence Fitzpatrick was appointed as the Future Asbestos Claimants Representative. Mr. Fitzpatrick was represented by attorneys at Young Conaway Stargatt & Taylor LLP and Meyer, Unkovic & Scott LLP. Philip A. Pahigian was appointed as Future Silica Claims Representative. Mr. Pahigian was represented by attorneys at Sherrard German & Kelly P.C. GLOBAL TECHNOVATIONS: Onkyo Fails in Bid for Return of Bond ----------------------------------------------------------- In the lawsuit, GLOBAL TECHNOVATIONS, INC., v. ONKYO U.S.A. CORP., et al., Adv. Pro. No. 03-5078 (Bankr. E.D. Mich.), Bankruptcy Judge Thomas J. Tucker denied the Defendants' motion seeking (1) the return of a $7 million supersedeas bond that the Defendants filed with the clerk of the bankruptcy court after the bond was approved by the bankruptcy court in its October 15, 2010 order; (2) a stay, pending the Defendants' appeal to the U.S. Court of Appeals for the Sixth Circuit Court, of the bankruptcy court's June 30, 2010 judgment and the district court's March 31, 2011 opinion affirming the bankruptcy court's judgment; and (3) approval of a replacement bond for the First Bond, in support of the requested stay pending Defendants' appeal to the Sixth Circuit. The Plaintiff objected to the Motion. Judge Tucker explained that at this stage of the appeal process, the Defendants must seek a stay pending appeal in the district court, under Fed.R.Bankr.P. 8017(b), or in the court of appeals rather than in the bankruptcy court. To the extent the Motion seeks return of the first supersedeas bond that was filed with the clerk of the bankruptcy court, such relief can be ordered by the district court, as part of its process of approving a new bond, or by the Court if and when the district court has approved a new, replacement supersedeas bond. A copy of Judge Tucker's Nov. 1, 2011 Order is available at http://is.gd/3tTQTcfrom Leagle.com. As reported by the Troubled Company Reporter on April 4, 2011, District Judge Marianne O. Battani affirmed a bankruptcy court finding that Global Technovations' acquisition of all of the stock of Onkyo America, Inc., constituted a fraudulent transfer. Onkyo Europe Electronics GmbH, Onkyo Malaysia Sdn. Bhd., and Onkyo Corporation took an appeal from the bankruptcy court's judgment. GTI purchased all of the stock of OAI in 2000 -- 16 months before GTI filed for Chapter 11 bankruptcy -- for $13 million in cash and $12 million in promissory notes, payable to Onkyo in 2003. In the adversary proceedings before the Bankruptcy Court, GTI sought to avoid the transfer under 11 U.S.C. Sec. 544(b) and under Florida's Uniform Fraudulent Transfer Act. GTI also sought disallowance of the claims filed by the Onkyo in GTI's bankruptcy case under 11 U.S.C. Sec. 502(d). The bankruptcy court conducted a bench trial and issued its findings of fact and conclusions of law and entered judgment in favor of GTI for $6,100,000, plus interest and costs. Onkyo appeals. In its trial Opinion, the bankruptcy court finds that Onkyo overstated OAI's trailing 12-month earnings before interest, taxes, depreciation, and amortization -- TTM EBITDA -- by approximately $2 million due to accounting errors and adjustments, of which no less than $650,000 were known to OAI, but not disclosed to GTI. Further, OAI's TTM EBITDA was overstated by an $839,000 earnings shortfall, and about $740,000 should have been known before the sale. Other findings by the bankruptcy court include: OAI's cost savings and sales forecasts were dramatically overstated and unreasonable; GTI's primary sources for due diligence had undisclosed ties to Onkyo, and undisclosed financial incentives for selling OAI to GTI; and the indirect benefits provided to GTI had a value of zero or less because OAI was a serious cash drain on GTI from the time of the acquisition forward, a fact that was predictable given information known to Onkyo at the time of the sale, but withheld from GTI. As a result, the bankruptcy court discounted the opinion of Onkyo's expert witness, Jeff Risius, who based his valuation of OAI on the company's unrealistic projections. Instead, the bankruptcy court credited the opinion of GTI's expert, Van Conway, who used OAI's TTM EBITDA as a basis for determining the company's reasonable future performance. The bankruptcy court deemed the method the "most reliable and least speculative" means by which to evaluate OAI's "reasonably expected future performance." The bankruptcy court found the fair market value of OAI's equity on August 31, 2000, to be at most $6.9 million. It also found that after the acquisition, GTI's liabilities exceeded its assets by at least $12.2 million, and concluded that the cash and promissory notes were avoidable fraudulent transfers under Florida law, made applicable by 11 U.S.C. Secs. 544 (b) and 550. The appellate case is ONKYO U.S.A. CORPORATION, ONKYO EUROPE ELECTRONICS GMBH, ONKYO MALAYSIA SDN. BHD., and ONKYO CORPORATION, Appellants, v. GLOVAL TECHNOVATIONS, INC., and KENNETH NATHAN, Liquidating Agent for Onkyo America, Inc., Appellees, Civil Case No. 10-12781 (E.D. Mich.). A copy of Judge Battani's March 31, 2011 Opinion and Order is available at http://is.gd/E06d13from Leagle.com. About Global Technovations Global Technovations, Inc., developed, manufactured, and sold On-Site Oil Analzers), a motor oil diagnostic and preventative maintenance program used to diagnose the condition of vehicles. On Dec. 18, 2001, GTI and its affiliates filed voluntary chapter 11 petitions (Bankr. E.D. Mich. Case No. 01-64771). Onkyo America, Inc., filed for bankruptcy the next day. On Feb. 21, 2003, the bankruptcy court entered a confirmation order confirming GTI's plan of reorganization. Kenneth Nathan was appointed liquidating agent for Onkyo America. GMX RESOURCES: Files Support Agreement Term Sheet ------------------------------------------------- GMX Resources Inc., on Nov. 2, 2011, entered into separately negotiated Support Agreements with several holders of the Company's 11.375% Senior Notes due 2019. Certain material terms relating to the New Notes and the related private exchange offer and consent solicitation described in the Support Agreements are set forth in the Term Sheet. Actual terms of the New Notes and the related exchange offer and consent solicitation remain subject to agreement with the Supporting Holders and final documentation. A copy of the Term Sheet is available for free at: http://is.gd/oIoRYe About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported a net loss of $138.29 million on $96.52 million of oil and gas sales for the year ended Dec. 31, 2010, compared with a net loss of $181.08 million on $94.29 million of oil and gas sales during the prior year. * * * GMX Resources got a first time 'Caa1' Corporate Family Rating and SGL-3 Speculative Grade Liquidity rating from Moody's Investors Service in February 2011. GMX's 'Caa1' CFR reflects its small size, limited diversification, production that is 97% natural gas in a low gas price environment, high leverage on production and reserves, and the risks inherent in developing its newly acquired oil focused Bakken and Niobrara acreage while outspending cash flow," commented Jonathan Kalmanoff, Moody's Analyst. "The rating also considers the potential for improvement in both profitability and diversification if GMX is successful in developing its newly acquired acreage, the pre-funding of the majority of 2011 capital spending through both debt and equity offerings, a lack of required drilling to hold acreage in the company's East Texas properties, and hedges in place which add support to realized prices for gas production through 2012." As reported by the TCR on April 25, 2011, Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to Oklahoma City-based GMX Resources Inc. The outlook is stable. "The ratings on GMX Resources Inc. reflect the company's limited scale of operations, meaningful exposure to weak natural gas prices, a very aggressive near-term spending plan, limited liquidity beyond 2011, and elevated debt leverage," said Standard & Poor's credit analyst Paul B. Harvey. "Near-term credit quality will benefit from the liquidity provided by GMX's $200 million senior unsecured note issuance and concurrent $100 million common equity offering, as well as expectations for growing production from its Haynesville Shale development," S&P related. GMX RESOURCES: Incurs $65.9 Million Net Loss in Third Quarter ------------------------------------------------------------- GMX Resources Inc. reported a net loss of $65.91 million on $28.36 million of oil and gas sales for the three months ended Sept. 30, 2011, compared with net income of $4.50 million on $24.83 million of oil and gas sales for the same period during the prior year. The Company also reported a net loss of $129.54 million on $90.63 million of oil and gas sales for the nine months ended Sept. 30, 2011, compared with net income of $8.58 million on $69.34 million of oil and gas sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $575.98 million in total assets, $432.65 million in total liabilities, and $143.32 million in total equity. Ken L. Kenworthy, chief executive officer said, "Our objectives for the second half of 2011 have been to increase our cash reserves to fund our reposition of the Company operations into oil/liquids drilling programs. The exchange offer will create $100 - $120 million in new liquidity, which ensures our ability to fund our CAPEX in 2012 and into 2013. I am pleased with the support we have received from our major bond holders in the form of the terms of the bond exchange we have announced. When completed, the exchange offer will create between $100 million and $120 million of new drilling capital." A full-text copy of the press release is available for free at: http://is.gd/3PQker About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported a net loss of $138.29 million on $96.52 million of oil and gas sales for the year ended Dec. 31, 2010, compared with a net loss of $181.08 million on $94.29 million of oil and gas sales during the prior year. * * * GMX Resources got a first time 'Caa1' Corporate Family Rating and SGL-3 Speculative Grade Liquidity rating from Moody's Investors Service in February 2011. GMX's 'Caa1' CFR reflects its small size, limited diversification, production that is 97% natural gas in a low gas price environment, high leverage on production and reserves, and the risks inherent in developing its newly acquired oil focused Bakken and Niobrara acreage while outspending cash flow," commented Jonathan Kalmanoff, Moody's Analyst. "The rating also considers the potential for improvement in both profitability and diversification if GMX is successful in developing its newly acquired acreage, the pre-funding of the majority of 2011 capital spending through both debt and equity offerings, a lack of required drilling to hold acreage in the company's East Texas properties, and hedges in place which add support to realized prices for gas production through 2012." As reported by the TCR on April 25, 2011, Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to Oklahoma City-based GMX Resources Inc. The outlook is stable. "The ratings on GMX Resources Inc. reflect the company's limited scale of operations, meaningful exposure to weak natural gas prices, a very aggressive near-term spending plan, limited liquidity beyond 2011, and elevated debt leverage," said Standard & Poor's credit analyst Paul B. Harvey. "Near-term credit quality will benefit from the liquidity provided by GMX's $200 million senior unsecured note issuance and concurrent $100 million common equity offering, as well as expectations for growing production from its Haynesville Shale development," S&P related. GREAT ATLANTIC: Seeks Court OK $490-Mil. Debt & Equity Infusion --------------------------------------------------------------- BankruptcyData.com reports that Great Atlantic & Pacific Tea Company filed with the U.S. Bankruptcy Court a motion to enter into certain securities purchase agreements with certain holders of pre-petition 5.125% Unsecured, Convertible Notes due 2011; 6.75% Unsecured, Convertible Notes due 2012, 9.375% Senior Quarterly Interest Bonds due August 1, 2039; 5.125% Convertible Notes and 6.75% Convertible Notes, holders of "Series A-Y" Convertible Preferred Stock and "Series A-T" Convertible Preferred Stock. According to the Debtors, the agreements will "infuse the Debtors' estates with a $490 million new debt and equity investment from the Investors, backed by a specific performance remedy against the Investors, are supported by the Convertible Noteholders, who hold approximately 80% in amount of the Convertible Notes, and provide a cash recovery to general unsecured creditors." BankruptcyData relates that the Debtors requested a Nov. 14, 2011 hearing on the matter. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid-Atlantic and Northeastern United States. Before filing for bankruptcy in 2010, A&P operated 429 stores in 8 states and the District of Columbia under the following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics. A&P had 41,000 employees prior to the bankruptcy filing. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. A&P obtained court approval for a new contract with C&S Wholesale Grocers Inc., its principal supplier. The contract is designed to save A&P $50 million a year when the supermarket operator emerges from Chapter 11 reorganization. A&P sold 12 Super-Fresh stores in the Baltimore-Washington area for $37.83 million, plus the value of inventory. Thirteen other locations didn't attract buyers at auction and were closed mid- July 2011. GREENBRIER COS: Reports $8.4 Million Net Earnings in Fiscal 2011 ---------------------------------------------------------------- The Greenbrier Companies reported net earnings of $8.38 million on $1.24 billion of revenue for the year ended Aug. 31, 2011, compared with net income of $8.33 million on $756.28 million of revenue during the prior year. The Company's balance sheet at Aug. 31, 2011, showed $1.30 billion in total assets, $925.75 million in total liabilities, and $375.90 million in total equity. William A. Furman, president and chief executive officer, said, "We ended the quarter and the year with strong operating momentum, particularly in our manufacturing segment where we successfully executed at high production volumes. We continue to see strength in our end markets across each of our business segments and our new railcar backlog continued to grow in our fourth quarter. These factors give us good visibility and confidence that we can support higher new railcar production levels in fiscal 2012. We believe our industry fundamentals are sound, and that several forces are driving new railcar demand that are uncoupled from the more uncertain economic and political environments. Among these forces are stronger railroad balance sheets, truck traffic diversion to rail, replacement demand, and a growing strength in the US energy market, which will continue to create increased demand for covered hopper cars and tank cars." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/7vuakn About Greenbrier Cos. Based in Lake Oswego, Oregon, The Greenbrier Companies Inc. operates in three primary business segments: manufacturing, refurbishment and parts, and leasing and services. The manufacturing segment, operating from four facilities in the United States, Mexico and Poland, produces double-stack intermodal railcars, conventional railcars, tank cars and marine vessels. The refurbishment & parts segment performs railcar repair, refurbishment and maintenance activities in the United States and Mexico. The leasing & services segment owns roughly 8,000 railcars and provides management services for roughly 225,000 railcars. * * * As reported by the TCR on Nov. 1, 2011, Moody's Investors Service has withdrawn the ratings of The Greenbrier Companies, Inc., including its B3 probability of default ratings and corporate family ratings and the Caa1 rating on its $68 million senior notes due 2026, for business reasons. Greenbrier carries 'B-' issuer credit ratings from Standard & Poor's Ratings Services. S&P said in May 2010 that the ratings on Greenbrier reflect the company's fair business risk profile stemming from the cyclicality of the freight car manufacturing industry; the dramatic decline in demand for new railcars as a result of slower economic growth and weaker carloadings; and limited customer diversity. The Company, according to S&P, also has a highly leveraged financial risk profile, marked by increased debt balances as a result of acquisitions completed in recent years. HALL'S SALVAGE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Hall's Salvage, LLC 720 Hwy. 68 Sweetwater, TN 37874 Bankruptcy Case No.: 11-34947 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Judge: Richard Stair Jr. Debtor's Counsel: Maurice K. Guinn, Esq. GENTRY, TIPTON & MCLEMORE P.C. P.O. Box 1990 Knoxville, TN 37901 Tel: (865) 525-5300 Fax: (865) 523-7315 E-mail: mkg@tennlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by David J. Hall, Jr. HARRISBURG, PA: Asset-Sale Accord May Avert State Takeover ---------------------------------------------------------- Romy Varghese at Bloomberg News reports that Harrisburg's leaders agreed to sell municipal assets as part of a plan to keep Pennsylvania's bankrupt capital from becoming the state's first city put under a receiver. During a public meeting Nov. 8 mandated by law, Mayor Linda Thompson and five of seven City Council members also decided to ask creditors such as Assured Guaranty Municipal Corp. to forgive $100 million in debt. According to the report, with negotiations on a plan continuing, the council and Mayor Thompson agreed to resume meeting tomorrow, Nov. 10, ahead of a Nov. 14 deadline to submit a course of action to the state for approval. Failure may mean the Pennsylvania will appoint a receiver empowered to take fiscal steps without the council's consent. "Let it be a starting point," the mayor said of Councilman Brad Koplinski's proposal to seek $100 million in debt forgiveness. There is "no rhyme or reason" to the idea, Mayor Thompson said, adding that creditors may agree to something else. She has proposed asking for forgiveness of a percentage of debt left outstanding from asset sales. Bloomberg notes Mr. Koplinski was among four council members who backed putting Harrisburg into bankruptcy proceedings last month. According to the report, a majority of the council and Mayor Thompson on Nov. agreed to support selling the incinerator and leasing the city's parking facilities. The agreement was conditioned on the receipt of progress reports from a forensic audit of the trash-to-energy plant's financing, which tipped the community into insolvency. Council members have rejected previous plans that required asset sales. At the public meeting, Mayor Thompson proposed adding Ambac Assurance Corp., the backer of the community's general-obligation bonds, to those Harrisburg is asking to help pay off the incinerator debt. Other creditors include Assured Guaranty and Dauphin County, which guaranteed the incinerator financing and made payments the city skipped, and the plant operator, a unit of Morristown, New Jersey-based Covanta Holding Corp. About Harrisburg The city of Harrisburg, in Pennsylvania, is coping with debt related to a failed revamp of an incinerator. The city is $65 million in default on $242 million owing on bonds sold to finance an incinerator that converts trash to energy. Four members of the City Council of Harrisburg on Oct. 11, 2011, authorized the filing of a Chapter 9 bankruptcy petition (Bankr. M.D. Pa. Case No. 11-06938) by the City of Harrisburg. Judge Mary D. France presides over the case. Mark D. Schwartz, Esq. -- markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve as counsel. The petition estimated $100 million to $500 million in assets and debts. Susan Wilson, the city's chairperson on Budget and Finance, signed the petition. The city council voted 4-3 on Oct. 11, 2011, to authorize the Chapter 9 municipal bankruptcy filing. The city claims to be insolvent, unable to pay its debt and in imminent danger of having tax revenue seized by holders of defaulted bonds. The city said in court papers it is in imminent jeopardy through six pending legal actions by creditors with respect to a number of outstanding bond issues relating to the Harrisburg Materials, Energy, Recycling and Recovery Facilities, which processes waste into steam and electrical energy. The owner and operator of the incinerator is The Harrisburg Authority, which is unable to pay the bond issues. The city is the primary guarantor under each bond issue. The lawsuits were filed by Dauphin County, where Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and Covanta Harrisburg Inc. Two days after the Chapter 9 filing on Oct. 11, the state of Pennsylvania filed a motion to dismiss the case as being unauthorized. Later, the state adopted a new law allowing the governor to appoint a receiver who may join those seeking dismissal. Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania have objected to the bankruptcy filing. Mayor Thompson is represented in the case by Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg, P.C. Counsel to the Commonwealth of Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric HAWAII MEDICAL: MidCap Agrees to Finance Hospitals Until Nov. 10 ---------------------------------------------------------------- Pacific Business News reports that MidCap Financial LLC will continue to fund the two hospitals under the control of Hawaii Medical Center until Nov. 10, 2011, while the hospitals' owner seeks out a new buyer. The report notes that's the latest update from HMC executives, who returned to U.S. Bankruptcy Court on Nov. 7, 2011, for a status hearing on its Chapter 11 bankruptcy reorganization. According to the report, that gives HMC little time to finalize any deal with a potential new buyer. If that falls through, the only other option being proposed is for HMC to start the proceedings for winding down hospital operations. But, HMC executives have said they are hopeful and confident they can find a new buyer. The next court hearing is scheduled for Monday, Nov. 14, 2011. The report says Hawaii Medical Center CEO and Chief Clinical Officer Maria L. Kostylo stated that the two hospitals, Hawaii Medical Center West and Hawaii Medical Center East, remain open and there will be no disruption to services. About Hawaii Medical Center The Hawaii Medical Center, along with its affiliates, filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on June 21, 2011, just a year after exiting court protection. Hawaii Medical Center owns two hospital campuses -- HMC East in North Honolulu and HMC West in Ewa Beach. The two hospitals have 342 licensed beds and have a total of more than 1,000 employees. The hospitals were known as St. Francis Medical Center before Hawaii Medical purchased the hospitals in 2007. Judge Robert J. Faris presides over the 2011 case. Lawyers at Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors' counsel. The Debtors' financial advisors are Scouler & Company, LLC. In its petition, Hawaii Medical Center estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petitions were signed by Kenneth J. Silva, member of the board of directors. Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Official Committee of Unsecured Creditors as counsel. The Debtors' prepetition debt structure is comprised of (i) the Prepetition Revolving Loan with MidCap Financial, LLC, and the Prepetition Term Loan with St. Francis Healthcare Systems of Hawaii. As of the Petition Date, the aggregate outstanding principal on the Prepetition MidCap Revolving Loan and the Prepetition St. Francis Term Loan is $46,851,772. The principal balance of the Prepetion MidCap Revolving Loan is $7,676,495. The amount owed under the Prepetition St. Francis Term Loan is $39,175,277, secured by St. Francis's first priority lien on, among other things, all real property of the Debtors. Through the Chapter 11 filing, the Debtors plan to return the hospitals to the control of St. Francis. In the prior case, HMC and its affiliated debtors were converted to new, Hawaii non-profit corporations. CHA Hawaii, one of HMC's affiliated debtors and a subsidiary of Cardiovascular Hospitals of America LLC, discontinued management of the reorganized Debtors. Wichita, Kansas-based CHA Hawaii LLC, and its affiliates -- including Hawaii Medical Center LLC -- filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their restructuring efforts. CHA Hawaii estimated assets of up to $10 million and debts between $50 million and $100 million when it filed for bankruptcy. The Debtors obtained confirmation of their Chapter 11 plan in May 2010 and emerged from bankruptcy in August 2010. The Debtor disclosed $74,713,475 in assets and $91,599,563 in liabilities as of the Chapter 11 filing. St. Francis Healthcare System of Hawaii is represented by Jonathan H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com -- at Dewey & LeBoeuf LLP. HAWAIIAN TELCOM: Court Denies Plan Trustee's Bid to Seal Docs ------------------------------------------------------------- In the lawsuit, SHULTS & TAMM, ALC as LITIGATION TRUSTEE, v. MICHAEL S. RULEY; CARTUS CORPORATION; and APPLE RIDGE FUNDING, LLC, Adv. Proc. No. 11-90012 (Bankr. D. Hawaii), Bankruptcy Judge Lloyd King denied the request of the Litigation Trustee to file exhibits to its memorandum opposing a motion to dismiss filed by the Defendants. The judge said the exhibits only give details as to the timing and amounts of various payments, and do not appear to disclose anything of a confidential nature that is not already made known by the Plaintiff's Second Amended Complaint. The Litigation Trustee filed the lawsuit to recover, as avoidable preferences, fraudulent conveyances, and post-petition transfers, payments made to or for the benefit of Defendant Michael S. Ruley, pursuant to the termination of Mr. Ruley's employment as CEO of Debtors. The payments are often called 'golden parachutes'. A copy of Judge King's Nov. 2, 2011 Memorandum is available at http://is.gd/XiGL8afrom Leagle.com. About Hawaiian Telcom Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc. -- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products and services including local and long distance service, high-speed Internet, wireless services, and print directory and Internet directory services. The Company and seven of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13086) on Dec. 1, 2008. Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware on Dec. 30, 2008, approved the transfer of the Chapter 11 cases to the U.S. Bankruptcy Court for the District of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005). Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, represented the Debtors in their restructuring efforts. The Debtors tapped Lazard Freres & Co. LLC as investment banker; Zolfo Cooper Management LLC as business advisor; Deloitte & Touche LLP as independent auditors; and Kurztman Carson Consultants LLC as notice and claims agent. An official committee of unsecured creditors was appointed and represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii. When the Debtors filed for protection from their creditors, they disclosed total assets of $1,352,000,000 and total debts of $1,269,000,000 as of Sept. 30, 2008. Judge King entered on Dec. 30, 2009, an order confirming a plan of reorganization for Hawaiian Telcom. The plan was declared effective in October 2010 after the Reorganized Debtors obtained the backing of the U.S. Federal Communications Commission and the Hawaii Public Utilities Commission. HAWKER BEECHCRAFT: Files Form 10-Q, Incurs $88-Mil. Q3 Net Loss --------------------------------------------------------------- Hawker Beechcraft Acquisition Company, LLC, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $88 million on $518.80 million of total sales for the three months ended Sept. 30, 2011, compared with a net loss of $118.60 million on $594.70 million of total sales for the same period during the prior year. The Company also reported a net loss of $214 million on $1.65 billion of total sales for the nine months ended Sept. 30, 2011, compared with a net loss of $238.60 million on $1.80 billion of total sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.10 billion in total assets, $3.49 billion in total liabilities and a $383.20 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/gNdcrI 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. 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 Sept. 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). HORIZON VILLAGE: Files Plan; Unsecured Creditors to Get 100% ------------------------------------------------------------ Horizon Village Square LLC has filed a plan of reorganization with the U.S. Bankruptcy Court for the District of Nevada. Consolidated confirmation hearing and disclosure statement hearing dates are scheduled for Jan. 9, 2012, at 9:30 a.m., Jan. 10, 2012, at 1:30 p.m., and Jan. 12, 2012, at 1:30 p.m. On the Effective Date, all of the Debtor's assets will vest in the Reorganized Debtor who will be responsible for making the Distributions described in the Plan. Except as otherwise provided in the Plan or the Confirmation Order, the Cash necessary for Reorganized Debtor to make payments pursuant to the Plan may be obtained from existing Cash balances and Debtor's operations. The Plan, filed Oct. 25, 2011, designates four (4) classes of claims and one (1) class of interests: Class 1. Secured Lender Claim. Class 2. Other Secured Claims. Class 3. Priority Unsecured claims Class 4. General Unsecured Claims Class 5. Equity Securities. The Class 1 Secured Lender Claim will receive the sum of $200,000 from the Reorganized on the later of: (i) March 14, 2012; and (ii) the 14th business day of the first full calendar month following the Effective Date. Thereafter, the Secured Lender will receive monthly principal and interest payments on the outstanding balance of the Amended and Restated Note amortized over a period of 30 years at the Secured Interest Rate. The unpaid balance of the Amended and Restated Note will be due and payable on the Maturity Date, or March 31, 2017. The Holder of the Class 1 Secured Lender Claim will not be entitled to any default interest, late fees, or other charges resulting from a default occurring prior to the Effective Date under the Loan Documents. Class 1 in Impaired under the Plan and the Holder of the Class 1 Secured Lender Claim is entitled to vote. Class 2 Other Secured Claims, if any, will be paid in full in Cash or otherwise left Unimpaired by the Debtor or the Reorganized Debtor. Class 2 is Unimpaired and the Holders of Class 2 Claims, if any, are deemed to have accepted the Plan and are not entitled to vote. Class 3 Priority Unsecured Claims, if any, will be paid in full in Cash. Class 3 is Unimpaired under the Plan, and therefore, the Holders of Class 3 Claims, if any, are deemed to have accepted the Plan and are not entitled to vote on this Plan. Class 4 General Unsecured Claims will be paid in full in Cash, plus post-Effective Date interest at the Unsecured Interest Rate, on the 60th Business Day after the Effective Date. Class 4 is Impaired under the Plan and the Holders of Class 4 Claims are entitled to vote. Class 5 Equity Securities will retain all of their legal interests and the Holders of the Class 5 Equity Securities are Unimpaired, and are thus deemed to have accepted this Plan and are not entitled to vote. A copy of the Plan is available for free at: http://bankrupt.com/misc/horizonvillage.dkt81.pdf About Horizon Village Square et al. Four related Las Vegas, Nevada-based entities sought Chapter 11 bankruptcy protection on July 13, 2011. The businesses are owned or managed by local business people and firms, including Todd Nigro, Nigro Development LLC, a Nigro family trust and other investors. Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns the Vons-anchored Horizon Village Square Shopping Center near I-515 and Horizon Drive in Henderson. The property includes five retail buildings with nearly 43,000 square feet of space. Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134- room Hampton Inn & Suites at St. Rose Parkway and Seven Hills Drive in Henderson. Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-21026) owns the Desert Canyon Business Park at Russell Road and the Las Vegas Beltway. It has two buildings and 15 acres. Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office building at 9115 W. Russell Road occupied by Bank of George, Infinity Plus LLC and Nigro Construction Inc. Todd Nigro said the four bankruptcies were caused by threatened foreclosures -- typically related to Wells Fargo Bank demanding payments to keep loan-to-value ratios at specified levels. Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon Silver serve as the Debtors' bankruptcy counsel. The bankruptcy petitions estimated assets and debts from $1 million to $10 million each for Nigro HQ; and from $10 million to $50 million in both assets and debts for Horizon Village, Ten Saints and Beltway One. A fifth related business, Russell Boulder LLC, filed for bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010. It owns the 600-suite Siena Suites extended stay property at Boulder Highway and Russell Road. Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as counsel. HUDSON HEALTHCARE: Closes Sale of Hoboken University ---------------------------------------------------- Dow Jones' DBR Small Cap reports that the sale of New Jersey's oldest hospital to a for-profit medical group was finalized on Friday, capping several years of turmoil since the city of Hoboken raised $52 million in bonds to rescue the ailing facility in 2007. Melanie Evans at ModernHealthcare.com reports that the deal won approval in October from a bankruptcy court judge and won certificate-of-need approval from the New Jersey Department of Health and Senior Services. Executives have started evaluating the needs of Hoboken University Medical Center. ModernHealthcare.com says HUMC Holdco named Phillip Schaengold, previously president and CEO of Memorial Health, Savannah, Ga., as CEO of the Hoboken hospital. Mr. Schaengold has held several healthcare management positions, according to a news release announcing his appointment, including the Sinai Health System, Detroit; the George Washington University Hospital, District of Columbia; Upstate Medical University Hospital at the State University of New York, Syracuse, N.Y.; and Tenet Healthcare. As reported in the Troubled Company Reporter on Oct. 31, 2011, the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey authorized Hudson Healthcare, Inc., to sell substantially all of its assets outside the ordinary course of business, to HUMC Holdco, LLC, and HUMC Opco, LLC. HUMC Holdco is a private group that also owns Bayonne Medical Center. The Court also authorized the Debtor to: 1. assume and assign certain of its executory contracts and unexpired leases; 2. sell "designation rights" in connection with certain of its executory contracts and unexpired leases; 3. reject all executory contracts and unexpired leases that are not assumed or designated; 4. reject collective bargaining agreements. The Court also approved a global settlement by and among the City of Hoboken, the Hoboken Municipal Hospital Authority, HUMC, and the Official Committee of Unsecured Creditors. About Hudson Healthcare Hudson Healthcare Inc. is the nonprofit operator of Hoboken University Medical Center in Hoboken, New Jersey. Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets and debt of less than $50 million. Affiliate Hoboken Municipal Hospital Authority also sought Chapter 11 protection. Attorneys at Trenk, Dipasquale, Webster, et al., serve as counsel to the Debtor. Daniel McMurray, the patient care ombudsman, has tapped Neubert, Pepe & Monteith P.C. as his counsel effective Aug. 25, 2011. The Official Committee of Unsecured Creditors of Hudson Healthcare has retained Sills Cummis & Gross P.C. as its counsel, nunc pro tunc to Aug. 12, 2011. HUGHES TELEMATICS: Signs Contract with Volkswagen ------------------------------------------------- Hughes Telematics, Inc., signed an agreement with Volkswagen Group of America, Inc., to deliver Volkswagen connected vehicle services beginning in 2013. Hughes Telematics and Volkswagen will bring to market a comprehensive suite of connected services for safety and security, convenience, and diagnostics, while offering drivers a new level of service and accessibility. "We are excited to partner with Hughes Telematics as we introduce Connected Services to our Technology portfolio," said Rainer Michel, vice president product marketing and strategy, Volkswagen of America, Inc. "With the introduction of the Hughes Telematics solution, we can reliably add new features throughout the life of our products. Our partnership with Hughes Telematics further extends our commitment to innovation and technology leadership." Volkswagen and Hughes Telematics will work together to offer personalized services that enhance the driving and ownership experience. Hughes Telematics' versatile architecture will provide the support for Volkswagen's Connected Services portfolio with state-of-the art customer service systems and emergency support personnel. "As one of the leading automakers in the world, Volkswagen is clearly a significant influencer within the industry, and we look forward to working together to bring a unique connected experience to their customers," said Erik Goldman, president, Hughes Telematics, Inc. "Volkswagen's rich history of developing state- of-the-art technology coupled with our industry leading telematics architecture and experience will allow us to deliver a robust set of services to meet the global needs of today's and tomorrow's drivers." About HUGHES Telematics Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics services company that provides a suite of real-time voice and data communications services and applications for use in vehicles and is developing additional applications for use within and outside of the automotive industry. The Company reported a net loss of $89.56 million on $40.34 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $163.66 million on $33.04 million of total revenues during the prior year. The Company's balance sheet at June 30, 2011, showed $100.55 million in total assets, $195.45 million in total liabilities and a $94.89 million total stockholders' deficit. As of June 30, 2011, the Company had cash, cash equivalents and short-term investments of approximately $15.7 million and restricted cash of approximately $1.3 million which secures outstanding letters of credit. Of the Company's consolidated cash, cash equivalents and short-term investments, approximately $5.7 million is held by the Company's Lifecomm subsidiary for use in that business. As a result of the Company's historical net losses and the Company's limited capital resources, PricewaterhouseCoopers LLP's report on the Company's financial statements as of and for the year ended Dec. 31, 2010, includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. HUGHES TELEMATICS: Discloses Material Terms of VWGoA Agreement -------------------------------------------------------------- HUGHES Telematics, Inc., on Nov. 1, 2011, executed the Agreement with Volkswagen Group of America, Inc. Under the Agreement, the Company will provide telematics services on an exclusive basis to specified Volkswagen brand vehicles sold or leased in the United States market commencing in 2013. The telematics services to be provided include a variety of services including, among other things, safety and security services, enhanced navigation services and remote vehicle diagnostics. The Company will be required to provide services to subscribers in accordance with specified standards and service levels. The Agreement also allocates between the Company and VWGoA certain costs and expenses related to the provision of telematics services to subscribers. Specified Volkswagen Vehicles Under the Agreement, the Company will provide telematics services to certain Volkswagen brand vehicles built during model years 2013 through 2016. VWGoA also has the option to include model year 2017 vehicles under the Agreement. Termination The Agreement is scheduled to expire in 2019. If the agreement expires in 2019, the Company will retain the exclusive right to continue to provide telematics services to then current subscribers. Under the Agreement, VWGoA may terminate the Agreement upon the breach of any of the Company's material obligations, including the failure to maintain certain minimum service level standards, subject to customary cure rights. The service level standards under the Agreement relate primarily to the performance of the Company's call center facilities. As these service level standards are in line with service levels currently maintained by the Company's call center partners, the Company believes that it will meet or exceed such requirements. Subscriptions Under the Agreement, together with VWGoA, the Company is responsible for entering into subscription agreements with, and the billing of, subscribers. The Company is required to institute reasonable or specified protocols with regard to the telematics services it provides subscribers. The Agreement additionally allocates the responsibilities for setting pricing for subscriptions fees and provides for the allocation of revenue from subscription fees and other payments between the parties in a manner the Company believes is consistent with industry standards. Vehicle and Subscriber Data Under the Agreement, the obligation to provide, and the rights to receive and use, vehicle and subscriber data are allocated between the parties. The Agreement also provides for subscriber consent for the transmission of vehicle and subscriber data between the parties and from the parties to third parties. Intellectual Property, Trademarks, Indemnification Rights, Required Insurance and Audit Rights Under the Agreement, the ownership of intellectual property developed during the term of the Agreement is allocated between the respective parties and each party agrees to respect the trademarks of the other party. The Agreement also imposes specific indemnification obligations between the parties, requires the Company to maintain certain insurance policies and provides certain audit rights. About HUGHES Telematics Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics services company that provides a suite of real-time voice and data communications services and applications for use in vehicles and is developing additional applications for use within and outside of the automotive industry. The Company reported a net loss of $89.56 million on $40.34 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $163.66 million on $33.04 million of total revenues during the prior year. The Company's balance sheet at June 30, 2011, showed $100.55 million in total assets, $195.45 million in total liabilities and a $94.89 million total stockholders' deficit. As of June 30, 2011, the Company had cash, cash equivalents and short-term investments of approximately $15.7 million and restricted cash of approximately $1.3 million which secures outstanding letters of credit. Of the Company's consolidated cash, cash equivalents and short-term investments, approximately $5.7 million is held by the Company's Lifecomm subsidiary for use in that business. As a result of the Company's historical net losses and the Company's limited capital resources, PricewaterhouseCoopers LLP's report on the Company's financial statements as of and for the year ended Dec. 31, 2010, includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. HUSSEY COPPER: Gets Final Approval for $50 Million DIP Loan ----------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized, on a final basis, Hussey Copper Corp., et al., to: -- obtain postpetition loans, advances and other financial accommodations from PNC Bank, National Association, in its capacity as agent for itself and the other financial institutions from time to time party to he DIP Credit agreement, in an aggregate amount up to $50,000,000; and use cash collateral of prepetition secured parties; and -- use the cash collateral pledged to the secured parties and Scheneider Electric USA, Inc., formerly known as Square D Company. The Debtor related that as of Sept. 27, 2011, the aggregate amount of all obligations owing to the prepetition secured parties in connection with the prepetition financing documents was not less than $38,170,958. PNC Bank, National Association, in its capacity as agent for itself and the other financial institutions from time to time party to the DIP credit agreement, in connection with the DIP revolving credit facility committed to provide in an interim aggregate amount of up to $35,000,000, and on a final basis in aggregate amount up to $50,000,000, secured by first priority perfected security interests in and liens, senior and above all other liens upon all of the DIP collateral, and subject to carve out. OAP Real Estate, LLC, Cougar Metals, Inc., Orbie Trading, L.P. and Hussey Exports, Ltd. guranteed the loan. The Debtors added that were unable to procure financing in the form of unsecured credit allowable under section 503 (b)(1) of the Bankruptcy Code. The Debtors are also authorized to use cash collateral and grant adequate protection to each prepetition lender and issuer. The Debtors would use the cash collateral to maintain business relationships with their vendors, suppliers and customers, to pay their employees, and to otherwise fund their operations. As adequate protection to Square D, the Debtors will grant second lien adequate protection liens (replacement liens) on all of Hussey's right, title and interest in, and to the same items and types of DIP collateral. Previously, the Official Committee of Unsecured Creditors objected to the DIP loan from PNC Bank, Wells Fargo Capital Finance, LLC and Bank of America, N.A., stating the credit facility was not necessary. The Budget showed that the Debtors will need only $218,000 in "new money" between the Petition Date and the week of Dec. 2, 2011, and only if certain lender fees are paid. The Committee objected to various terms, conditions, and covenants of the DIP Facility as they are burdensome and outcome- determinative in the cases. About Hussey Copper Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of the leading manufacturers of copper products in the United States. Hussey Copper was founded in Pittsburgh in 1848. The Company and its affiliates, which operate one manufacturing facility in Leetsdale and two facilities in Eminence, Kentucky, manufacture "a wide range of value-added copper products and copper-nickel products. The Company has more than 500 full-time employees. Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del. Case No. 11-13010) on Sept. 27, 2011, with a deal to sell substantially all assets. Five other affiliates also filed separate petitions (Case Nos. 11-13012 to 11-13016). Hussey Copper Ltd. estimated $100 million to $500 million in assets and debts. Hussey Copper Corp. estimated up to $50,000 in assets and up to $100 million in debts. Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the Debtors. Donlin Recano & Company Inc. is the claims and notice agent. The Debtors tapped SSG Capital Advisors LLC as investment banker. An official creditors' committee has been appointed in the case. The panel selected Lowenstein Sandler PC, and Klehr Harrison Harvey Branzburg LLP as counsels. The panel selected FTI Consulting, Inc. as restructuring and financial advisor. The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman Metals LLC, is represented in the case by David D. Watson, Esq., and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland. Counsel to PNC Bank NA, as lender, issuer and agent for the Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, serves as counsel. HUSSEY COPPER: Creditors Oppose Bid to Distribute Execs Bonuses --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that unsecured creditors are protesting Hussey Copper Corp.'s bid to dole out up to $2.7 million in sale-related bonuses, arguing that the executives set to be rewarded don't deserve the cash. As reported in the Troubled Company Reporter on Nov. 1, 2011, Dow Jones' Daily DBR Small Cap said that Hussey Copper is seeking to give as much as $2.7 million in employee bonuses under an incentive plan that hinges on the success of its sale process. About Hussey Copper Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of the leading manufacturers of copper products in the United States. Hussey Copper was founded in Pittsburgh in 1848. The Company and its affiliates, which operate one manufacturing facility in Leetsdale and two facilities in Eminence, Kentucky, manufacture "a wide range of value-added copper products and copper-nickel products. The Company has more than 500 full-time employees. Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del. Case No. 11-13010) on Sept. 27, 2011. Five other affiliates also filed separate petitions (Case Nos. 11-13012 to 11-13016). Hussey Copper Ltd. estimated $100 million to $500 million in assets and debts. Hussey Copper Corp. estimated up to $50,000 in assets and up to $100 million in debts. Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the Debtors. Donlin Recano & Company Inc. is the claims and notice agent. An official creditors' committee with seven members was appointed. Lowenstein Sandler PC serves as the committee counsel. IAC/INTERACTIVE CORP: S&P Lifts Sr. Sec. Debt Rating From 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on IAC/Interactive Corp.'s $80 million of New York City Industry Development Liberty Bonds due 2035 to '1' from '2'. "The '1' recovery rating indicates our expectation of very high (90%-100%) recovery in the event of a payment default. In addition, we raised our issue-level rating on this debt to 'BBB-' (two notches higher than the 'BB' corporate credit rating) from 'BB+'. The revision on the recovery ratings reflects a scenario of a smaller decline in the value of assets securing the Liberty Bonds than under our previous analysis, and increased credit support from IAC guarantees under our simulated default scenario," S&P said. Ratings List IAC/InterActiveCorp. Corporate Credit Rating BB/Stable/-- Upgraded; Recovery Rating Revised To From IAC/InterActiveCorp. Senior Secured New York City Industry Development Liberty Bonds due 2035 BBB- BB+ Recovery Rating 1 2 INLAND STORAGE: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Inland Storage, Inc. P.O. Box 190838 Boise, ID 83719 Bankruptcy Case No.: 11-03257 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Jim D. Pappas Debtor's Counsel: Patrick John Geile, Esq. FOLEY FREEMAN, PLLC P.O. Box 10 Meridian, ID 83680 Tel: (208) 888-9111 Fax: (208) 888-5130 E-mail: pgeile@foleyfreeman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/idb11-03257.pdf The petition was signed by James Hutchens, president. INNER CITY: Creditors Have Until Nov. 18 to File Proofs of Claim ---------------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York has established Nov. 18, 2011, at 5:00 p.m. (prevailing Eastern Time)as the deadline for any individual or entity to file proofs of claim against Inner City Media Corporation, et al. Governmental units have until March 6, 2012 at 5:00 p.m., to file their proofs of claim. Proofs of Claim must be delivered at these addresses: If by mail: ICMC Claims Processing c/o GCG P.O. Box 9809 Dublin, OH 43017-5709 If by personal delivery or overnight courier: ICMC Claims Processing c/o GCG 5151 Blazer Parkway, Suite A Dublin, OH 43017 About Inner City Media Corp. On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd., signed involuntary Chapter 11 petitions for Inner City Media Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a $254 million debt. The Petitioning Creditors are party to the senior secured credit Facility pursuant to which they (or their predecessors in interest) extended $197 million in loans to the Alleged Debtors to be used for general corporate purposes. More than two years ago, the Alleged Debtors defaulted under the Senior Secured Credit Facility, and in any event the entire amount of principal and accrued and unpaid interest and fees became immediately due and payable on Feb. 13, 2010. Inner City Media's affiliates subject to the involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC- NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi, L.L.C., and Urban Radio of South Carolina, L.L.C. Judge Shelley C. Chapman granted each of Inner City Media Corporation and its debtor affiliates relief under Chapter 11 of the United States Code. The decision came after considering the involuntary petitions, and the Debtors' answer to involuntary petitions and consent to entry of order for relief and reservation of rights. Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J. Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader, Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth & Zabel LLP. Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel. Rothschild Inc. serves as the Debtors' financial advisors and investment bankers. GCG Inc. serves as the Debtors' claims agent. 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 Inner City Media because an insufficient number of persons holding unsecured claims against the Debtor has expressed interest in serving on a committee. INNER CITY: Files Schedules of Assets and Liabilities ----------------------------------------------------- ICBC Broadcast Holdings, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $201,272,219 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $251,552,396 E. Creditors Holding Unsecured Priority Claims $28,816 F. Creditors Holding Unsecured Non-priority Claims $173,801,278 ----------- ----------- TOTAL $201,272,219 $425,382,490 Debtor-affiliates also filed their respective schedules, disclosing Company Assets Liabilities ------- ------ ----------- ICBC Broadcast Holdings-CA, Inc. $91,483,584 $252,676,485 Urban Radio IV, L.L.C. $0 $0 Urban Radio III, L.L.C. $0 $0 Urban Radio II, L.L.C. $0 $0 Urban Radio I, L.L.C $0 $0 Urban Radio, L.L.C. $0 $251,552,396 Inner City Media Corporation $0 $347,050,116 Inner-City Broadcasting Corporation of Berkeley $505,950 $251,552,396 ICBC-NY, L.L.C. $87,275,054 $252,694,141 About Inner City Media Corp. On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd., signed involuntary Chapter 11 petitions for Inner City Media Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a $254 million debt. The Petitioning Creditors are party to the senior secured credit Facility pursuant to which they (or their predecessors in interest) extended $197 million in loans to the Alleged Debtors to be used for general corporate purposes. More than two years ago, the Alleged Debtors defaulted under the Senior Secured Credit Facility, and in any event the entire amount of principal and accrued and unpaid interest and fees became immediately due and payable on Feb. 13, 2010. Inner City Media's affiliates subject to the involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC- NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi, L.L.C., and Urban Radio of South Carolina, L.L.C. Judge Shelley C. Chapman granted each of Inner City Media Corporation and its debtor affiliates relief under Chapter 11 of the United States Code. The decision came after considering the involuntary petitions, and the Debtors' answer to involuntary petitions and consent to entry of order for relief and reservation of rights. Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J. Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader, Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth & Zabel LLP. Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel. Rothschild Inc. serves as the Debtors' financial advisors and investment bankers. GCG Inc. serves as the Debtors' claims agent. 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 Inner City Media because an insufficient number of persons holding unsecured claims against the Debtor has expressed interest in serving on a committee. INTERNAL FIXATION: Sells $53,000 8% Convertible Note ---------------------------------------------------- Internal Fixation Systems, Inc., on Nov. 1, 2011, entered into a Securities Purchase Agreement with Asher Enterprises, Inc., dated as of Oct. 27, 2011, for the sale of an 8% convertible note in the principal amount of $53,000. The financing closed and the Note was issued on Nov. 1, 2011. The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on Oct. 31, 2012. The Note is convertible into common stock, at Asher's option, at a 41% discount to the average of the five lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 135% if prepaid during the period commencing on the closing date through 90 days thereafter, (ii) 140% if prepaid 91 days following the closing through 150 days following the closing, and (iii) 150% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. Asher has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering on Nov. 1, 2011, was $50,000. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended for the private placement of these securities pursuant to Section 4(2) of the Act or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, Asher is an accredited investor, Asher had access to information about the Company and their investment, Asher took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. About Internal Fixation South Miami, Fla.-based Internal Fixation Systems, Inc., is a manufacturer and marketer of generically priced orthopedic and podiatric implants. Customers include ambulatory surgery centers, hospitals and orthopedic surgeons. IFS's strategy is to focus on commonly used implants that no longer have patent protection. The Company enhances the implants and sells them at prices below the market leaders. Goldstein Schechter Koch P.A., in Hollywood, Florida, expressed substantial doubt about Internal Fixation Systems' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had a net loss of $781,440 for the year ended Dec, 31, 2010, cumulative losses since inception of $757,218 and a working capital deficit of $123,409. The Company's balance sheet at June 30, 2011, showed $1.65 million in total assets, $2.02 million in total liabilities, and a $372,582 stockholders' deficit. ISOLA USA: S&P Puts 'B' Corp. Credit Rating on Watch Positive ------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Chandler, Ariz.-based printed circuit board (PCB) laminate supplier Isola USA Corp., including its 'B' corporate rating, on CreditWatch with positive implications. "We view the proposed debt reduction, from the IPO proceeds, as well as the conversion of convertible preferred shares and accrued interest into common shares, which we analytically treat as debt, as a potential positive for the company's credit profile," said Standard & Poor's credit analyst William Backus. Isola stated in its S-1 registration statement that it will primarily use the public offering proceeds, together with proceeds from a new senior secured credit facility, to prepay all of the existing term loans under its existing senior secured and mezzanine credit agreements. "Additionally, as part of a corporate reorganization to occur immediately prior to the IPO, the company's convertible preferred shares and accrued interest, which we analytically treat as debt, will be converted into common shares. Pro forma for the proposed reorganization, Isola's adjusted leverage will decline to 5.2x from 8.0x as of June 30, 2011, due entirely to the reclassification of convertible preferred shares to common equity. If the IPO is successful, the net proceeds may lead to additional improvements in leverage. The timing of the completion of the IPO and amount of net proceeds are currently uncertain," S&P said. "We currently view Isola's business risk as profile as vulnerable," added Mr. Backus, "primarily reflecting industry volatility and its moderate overall competitive position in the PCB laminate industry, with larger, more diversified and better capitalized competitors, and a short track record of operating at its current profitability levels." Standard & Poor's will monitor the progress of the IPO and size and ultimate use of proceeds, as well as assess Isola's business prospects in determining the rating outcome. "We would consider an upgrade if net IPO proceeds resulted in debt reduction leverage in the 4.5x area, but any potential upgrade would be limited to one notch," S&P said. JBS SA: S&P Affirms 'BB' Rating; Outlook Revised to Stable ---------------------------------------------------------- Standard & Poor's Rating Services revised its outlook on Brazil- based protein producer JBS S.A. and its U.S. subsidiary JBS USA LLC to stable from positive and affirmed its 'BB' ratings on these companies. "The outlook revision reflects our belief that JBS's deleveraging trend will be slower than we had previously expected. The weak or negative cash flows from its U.S. divisions, which account for more than 70% of consolidated revenues, coupled with potentially volatile raw material prices, will likely limit the company's ability to pay down gross debt in the intermediate term. Moreover, its more leveraged capital structure and weaker profitability have somewhat tightened covenants headroom. Although we see favorable trends in 2012 for the industries in which JBS operates, we expect the company to take longer to achieve projected credit ratios," S&P said. JEFFERSON COUNTY, AL: Tuesday Meeting Held for Bankruptcy Vote -------------------------------------------------------------- Barnett Wright, writing for The Birmingham News, reported that the Jefferson County Commission was set to consider on Tuesday whether to file the largest government bankruptcy in U.S. history. A commission committee Monday afternoon approved a resolution that includes bankruptcy as one of several options that also include approving a settlement with modifications or continuing negotiations. The County Commission in September approved a conceptual settlement agreement with sewer-system creditors that could increase sewer rates as much as 8.2% a year for three years and no more than 3.25% a year afterward. Birmingham News relates the signed, definitive agreement from creditors still is not in place, and lawmakers remain divided on how to help with the county's financial problems. According to Reuters, one modification to the deal was discussed in a commissioners' meeting on Monday. It involves the adjustment of a $140 million difference between the originally agreed-upon $2.05 billion the county must repay the creditors. That figure, according to Commissioner Jimmie Stephens, has since crept up to $2.19 billion, Reuters says. Birmingham News recounts that Jefferson County's financial problems stem from two main areas: (1) troubled sewer system The sewer system sold $3.2 billion of bonds, most of them with interest rates that vary depending on demand for them at periodic auctions. The auctions collapsed in 2008 as banks and other investors conserved capital amid the mortgage crisis. Interest rates the county paid to bondholders skyrocketed to compensate them for the lower demand at auctions, and sewer revenues couldn't cover the increase. (2) the general fund The second major hit came in March when the Alabama Supreme Court threw out the county's occupational tax, which generated $66 million in revenue for the general fund last year. Losing the tax led the commission to cut more than $30 million in spending and close the county's satellite courthouses. The county's financial plight worsened when state lawmakers in June failed to pass a limited home rule bill to allow the county to raise replacement revenue. The commission ordered layoffs of 547 workers along with deep cuts in services. According to Birmingham News, without a special session, the county faces a number of consequences besides the loss of what officials have said is about $2 billion in concessions. They could include sewer rate increases up to 25% annually for three years and the exposure of $75 million in reserves to a court- appointed receiver who has said he will go after that cash unless there's an agreement between the county and creditors. Reuters relates even if the settlement survives Tuesday's vote, there has been no sign from Alabama Governor Robert Bentley that he intends to call a special session of the state legislature to fulfill other requirements of the tentative deal. State legislators need to provide a state moral obligation to back the county's debt repayment efforts and pass laws to assist Jefferson County in replacing revenue lost when a county occupational tax was voided by a court earlier this year. Birmingham News relates county commissioners have said they are bracing for a round of cuts in December -- the third this year -- that would take an additional $40 million out of the budget. For fiscal 2012, which began Oct. 1, the commission adopted a general fund budget that was $217.8 million, which is $94.6 million less than last year's $312.4 million budget. Birmingham News says the county's possible $4.1 billion filing under the Chapter 9 section of the U.S. Bankruptcy Code would more than double the $1.6 billion bankruptcy of Orange County, Calif., in 1994. Orange County filed bankruptcy after amassing $1.6 billion of investment losses. Last fall, Circuit Judge Albert Johnson appointed New Jersey water works executive John S. Young receiver over the sewer system and gave him the power to raise rates and increase revenues to pay off the sewer debt. Birmingham News relates Mr. Young told Judge Johnson in a status conference Monday morning that he believed he could have signed documents in hand within a week, agreeing to a settlement. JUPITER HOTEL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Jupiter Hotel, LLC 29850 Northwestern Highway, Suite 200 Southfield, MI 48034 Bankruptcy Case No.: 11-68417 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Geoffrey T. Pavlic, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 E-mail: pavlic@steinbergshapiro.com - and ? Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 E-mail: shapiro@steinbergshapiro.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/mieb11-68417.pdf The petition was signed by Amer Asmar, manager. JVJ PHARMACY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: JVJ Pharmacy Inc. dba University Chemists 74 University Place New York, NY 10003 Bankruptcy Case No.: 11-15126 Chapter 11 Petition Date: November 3, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Robert E. Gerber Debtor's Counsel: Avrum J. Rosen, Esq. THE LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 Fax: (631) 423-4536 E-mail: ajrlaw@aol.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb11-15126.pdf The petition was signed by James F. Zambri, president. KAY'S OASIS: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Kay's Oasis Enterprise, Inc. 1117-1125 Blue Hill Avenue Boston, MA 02124 Bankruptcy Case No.: 11-20408 Chapter 11 Petition Date: November 2, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Denzil D. McKenzie, Esq. MCKENZIE & ASSOCIATES, P.C. 183 State Street, Suite 6 Boston, MA 02109 Tel: (617) 723-0400 Fax: (617) 723-7234 E-mail: dmckenzie@mckenzielawpc.com Scheduled Assets: $1,439,500 Scheduled Debts: $890,328 A list of the Company's 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mab11-20408.pdf The petition was signed by Kay M. Chambers, president. KH FUNDING: Files Joint Disclosure Statement Dated November 4 ------------------------------------------------------------- KH Funding Company and the Official Committee of Unsecured Creditors submitted to the U.S. Bankruptcy Court for the District of Maryland a joint disclosure statement dated November 4, 2011 in connection with the solicitation of acceptances of an amended Chapter 11 Joint Plan of Liquidation. The Court previously signed a consent order submitted by the Debtor and the Committee, which extended the time for the parties to submit a Disclosure Statement in support of the Joint Chapter 11 Plan of Liquidation to October 28, 2011 from October 13, 2011. Pursuant to the Plan, KH Funding will continue to own its property and manage its affairs. On the Plan's effective date, BDO Consulting, a Division of BDO USA, LLP, will be appointed Plan Administrator to administer the Plan. Administration of the Plan primarily will involve implementing an orderly liquidation of the Assets. Under the supervision and direction of the Plan Administrator, KH Funding will reduce its assets to cash, which will be distributed periodically to holders of allowed claims. To maximize the value of KH Funding's Assets for distribution pursuant to the Plan, KH Funding, under the supervision of the Plan Administrator, will continue to implement measures to maximize the value of the Assets and realize such value through an orderly liquidation strategy. KH Funding and the Committee anticipate that the orderly liquidation process will be completed within 12 to 24 months after the Effective Date and will generate sufficient cash to enable the Plan Administrator to (i) pay in full all allowed administrative expenses, including allowed fee claims, allowed priority tax claims, allowed priority claims, and allowed secured claims; and (ii) make distributions on account of allowed general unsecured claims, including the unsecured portion of the Series 3 note claims and the Series 4 note claims, in an amount between 10% and 15% of the aggregate amount of the allowed general unsecured claims. Except as otherwise expressly provided by the Plan or the Confirmation Order or other Final Order of the Bankruptcy Court, on the Effective Date, KH Funding (but not its past or current officers, directors, employees, or its past or current counsel, with the exception of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC), the Committee and its individual members, the Plan Administrator, Gray and Associates, LLC, Eric A. Zoellner, the Series 3 Trustee, the Series 4 Trustee, and, except as limited heretofore with respect to KH Funding, each of their past or current officers, directors, employees, accountants, financial advisors, investment bankers, agents, representatives, restructuring advisors, attorneys, parents, subsidiaries and affiliates, and each of their respective agents, representatives, successors and assigns, shall be deemed released by each of them against the other of and from any claims, obligations, rights, causes of action and liabilities for any act or omission in connection with, or arising out of, the Chapter 11 Case, including, without limiting the generality of the foregoing, all sales of assets, the Disclosure Statement, the formulation, dissemination and pursuit of approval of the Disclosure Statement, the formulation, dissemination and pursuit of confirmation of the Plan, the consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan, except for acts or omissions that constitute willful misconduct, gross negligence or fraud, and all such Persons, in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan and under the Bankruptcy Code. About KH Funding Company Silver Spring, Maryland-based KH Funding Company is a Maryland corporation whose business activities consisted primarily of originating, acquiring, and servicing mortgage loans. Specifically, KH Funding originated commercial real estate mortgage loans and investment property residential mortgage loans and also purchased residential first and second mortgage loans from other lenders. These lending activities have been concentrated primarily in the greater Washington, D.C. and Baltimore areas. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq., at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers at McGuireWoods LLP as co-counsel. The Committee has tapped BDO Consulting, a division of BDO USA, LLP, as its financial advisor. As reported in the TCR on Oct. 3, 2011, KH Funding Company and the Official Committee of Unsecured Creditors filed a proposed Joint Plan of Liquidation for KH and an explanatory disclosure statement. KINGSBURY CORP: Deal to Resolve Motion for Relief of Stay Approved ------------------------------------------------------------------ The J. Michael Deasy of the U.S. Bankruptcy Court for the District of New Hampshire approved a stipulation entered between Kingsbury Corporation, Utica Leaseco, LLC and Diamond Business Credit, LLC, which has been filed with the Court under seal. The stipulation was entered to resolve creditor Utica Leaseco's motion for relief from stay against the Debtor's assets. As reported in the Troubled Company Reporter on Oct. 21, 2011, Utica Leaseco has also withdrawn its motion to dismiss the Chapter 11 case of the Debtor. About Kingsbury Corp. Kingsbury Corp. -- http://www.kingsburycorp.com-- makes and assembles machine systems. Kingsbury Corporation and affiliate Ventura Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11- 13687) on Sept. 30, 2011. Jennifer Rood, Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer & Nelson, server as counsel to the Debtors. Kingsbury estimated assets and debts of up to $50 million in its Chapter 11 petition. Donnelly Penman & Partners serves as its investment banker. William K. Harrington, the U.S. Trustee for Region 1, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Kingsbury Corporation. LANCASTER CAUSEWAY: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Lancaster Causeway Corporation 272 Summer Street Somerville, MA 02144 Bankruptcy Case No.: 11-20381 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Henry J. Boroff Debtor's Counsel: John M. McAuliffe, Esq. MCAULIFFE & ASSOCIATES, P.C. 430 Lexington Street Newton, MA 02466 Tel: (617) 558-6889 E-mail: mcauliffeassociates@hotmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Daniel J. Brown, president. LAO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: LAO Properties, LLC 26 Brickyard Court, Suite 6 York, ME 03909 Bankruptcy Case No.: 11-21571 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court Maine (Portland) Judge: James B. Haines Jr. Debtor's Counsel: D. Sam Anderson, Esq. BERNSTEIN SHUR SAWYER & NELSON 100 Middle St., West Tower Portland, ME 04101 Tel: (207) 774-1200 Fax: (207) 774-1127 E-mail: sanderson@bernsteinshur.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/meb11-21571.pdf The petition was signed by Lorri O'Brien, manager. LAS VEGAS RAILWAY: John Zilliken Resigns as COO ----------------------------------------------- John M. Zilliken has resigned effective Oct. 28, 2001, his position as Chief Operating Officer. Mr. John M. Zilliken resigned for personal reasons and has no disputes or disagreements with the Company. The Company has subsequently eliminated the position of Chief Operating Officer and created a new Vice President position, Vice President Passenger Services, which is currently unfilled. About Las Vegas Railway Las Vegas, Nev.-based Las Vegas Railway Express, Inc., formerly Liberty Capital Asset Management, Inc. was formed March 9, 2007, as Corporate Outfitters, a development stage company. On Nov. 3, 2008, with a share exchange, asset purchase agreement the Company acquired Liberty Capital Asset Management, a Nevada corporation, formed in July of 2008 as a holding company for all the assets of CD Banc LLC in contemplation of the company going public via a reverse merger into a publicly trading corporation. CD Banc LLC was formed in 2003 as a Nevada limited liability corporation with the purpose of acquiring real estate assets and holding them for long-term appreciation. The Company acquired Las Vegas Railway Express (LVRE) in January 2010 and began its operations as the primary business of the Company. The Company subsequently changed its name from Las Vegas Railway Express, to Las Vegas Railway Express, Inc., and is traded under the symbol XTRN.OB. The Company's balance sheet at June 30, 2011, showed $894,758 in total assets, $1.89 million in total liabilities and a $997,404 total stockholders' deficit. As reported by the TCR on June 28, 2011, Hamilton, PC, in Denver, Colorado, expressed substantial doubt about the Company's ability to continue as a going concern following the 2010 results. The independent auditors noted that the Company suffered recurring losses from operations. LEHMAN BROTHERS: Endurance & 4 Others to Pay Litigation Cost ------------------------------------------------------------ Lehman Brothers Holdings Inc. obtained court order authorizing Endurance Specialty Insurance Ltd. and four other insurance firms to pay the defense costs of its current and former officers and employees. The defense costs of Lehman officers and employees are covered by the insurance policies of Endurance Specialty, certain underwriters at Lloyd's London, Illinois National Insurance Company, Chartis Excess Limited, and Axis Specialty Limited Bermuda, which provide $70 million in coverage for the 2007-2008 policy year. LBHI also obtained another order, which approved the agreements granting ACE Bermuda Insurance Ltd. and certain insurance firms a release of claims in connection with the $90 million settlement of a shareholder suit in New York, and the $8.25 million settlement of another suit in New Jersey. In a related development, Judge James Peck approved a motion by Richard Fuld Jr. and other Lehman officials Christopher M. O'Meara, Erin M. Callan, Michael L. Ainslie, John F. Akers, Roger S. Berlind, Thomas H. Cruikshank, Marsha Johnson Evans, Sir Christopher Gent, Roland A. Hernandez, Henry Kaufman and John D. Macomber to allow the payment of $90 million to settle the New York suit, and $1.05 million to settle the suits filed by city officials in California. Essex Equity Holdings USA, LLC, objected to Fuld, et al.'s motion for approval of the payment of insurance to settle the California municipalities suit because the motion is unsupported by the documents submitted to the Court. Essex objected to the request to the extent the D&O insurance companies are inviting the Court to make any overt or implicit coverage decisions, especially when less than a sufficient record is used to obtain the "comfort order." Essex asked that the Court rule and hold that any order it will enter in connection with the motion do not constitute an insurance coverage ruling to avoid a significant risk that any decision from the Court ultimately will be misused to assert in a later proceeding in front of a different court or tribunal that the Court has indeed ruled on a substantive insurance coverage point of law or fact. The Insured Officers, in response to Essex, asked the Court to overrule the objection. The Insured Persons asserted that the Court has previously overruled a similar objection raised by Essex and held that the grant of a similar motion does not constitute a determination of any coverage issues. The Insured Persons also complained that Essex does not have any standing to make an objection because it is presently not entitled to any proceeds from the D&O policies at issue. Essex is merely "one representative of . . . a whole host of third parties who may have claims that could be a claim against proceeds of an insurance policy" who is without standing to objection, the Insured Persons asserted, citing Judge Peck's ruling during a hearing in July. Essex is owned by brothers M. Brian Maher and Basil Maher, former owners of a New Jersey-based marine terminal company. The Mahers have been adversaries of Lehman since the investment bank filed for bankruptcy in September 2008, The Wall Street Journal related. The Maher brothers have alleged throughout the case that after the 2007 sale of their Maher Terminal Holdings Corp. business, they wired $600 million of the sale proceeds to Lehman, which allegedly invested the money more riskily then the brothers wanted, the Journal related. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Settlement of $500MM Set-Off Issue Approved ------------------------------------------------------------ Judge James Peck approved the agreements Lehman Brothers Holdings Inc. entered into with Bank of America N.A. and its subsidiary, Merrill Lynch International. The agreements call for the settlement of LBHI's dispute with Bank of America over a $500 million setoff, and the reduction of Merrill's derivatives claims by $3 billion. LBHI previously sued Bank of America for improperly setting off against a Lehman account, saying it was a violation of the automatic stay. Bank of America set off more than $500 million against the company's alleged debt to the bank prior to its bankruptcy filing. The settlement drew support from the Official Committee of Unsecured Creditors. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Asia Creditors to Meet On Nov. 10 -------------------------------------------------- Contributories and creditors of Lehman Brothers Commercial Corporation Asia Limited and Lehman Brothers Asia Holdings Limited will hold their separate meetings on Nov. 10, 2011, at 27/F, Alexandra House, at 18 Chater Road, Central, in Hong Kong and on Nov. 11, 2011, at Cliftons, 33/F, at 9 Queen's Road Central, in Hong Kong, respectively. The meetings will be the second for the company's creditors and contributories. At the meeting, Paul Jeremy Brough and Edward Simon Middleton, the company's liquidators, will give a report on the company's wind-up proceedings and property disposal. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Deutsche Bank, et al., Support Lehman Plan ----------------------------------------------------------- Deutsche Bank AG and several other creditors of Lehman Brothers Holdings Inc. have expressed support for the confirmation of the company's proposed Chapter 11 plan. The move is part of the so-called plan support agreements the creditors have signed with LBHI, which requires them to vote in favor of the plan. The creditors, which also include Bank of America N.A., Royal Bank of Scotland plc, Societe Generale, BNP Paribas, Och-Ziff Capital Management Group LLC, UBS AG, Varde Partners L.P. and King Street Capital Management L.P., are the latest additions to the increasing list of Lehman creditors supporting the $65 billion payout plan. Deutsche Bank previously called for the reclassification of its claims, each in the sum of more than $1 billion, against LBHI and its commercial paper unit under the plan. Deutsche Bank's lawyer Joshua Dorchak, Esq., at Bingham McCutchen LLP, in New York, clarified that the bank's move to support the plan is "without prejudice to its rights and remedies" with regards to the proposed reclassification of its claims. "Deutsche Bank AG reserves its rights to object to confirmation of the plan solely with respect to such reclassification and otherwise to defend its interests in connection therewith," Mr. Dorchak said in court papers. Earlier, LBHI entered into a settlement with two of its largest creditors and with 56 affiliates, most of which are based in the United Kingdom to get their support for the plan. The company also reached an agreement in principle to settle the claims of Lehman Re Ltd., a Bermuda-based affiliate. The deal requires approval from a Bermuda court and the U.S. Bankruptcy Court for the Southern District of New York. The plan, if confirmed, would enable LBHI and affiliated debtors to pay an estimated $65 billion to their creditors. Under the plan, LBHI's senior unsecured creditors which have an estimated $83.724 billion in claims would recover 21.1% of their claims. Meanwhile, general unsecured creditors, which have an estimated $11.39 billion in claims, would recover 19.9% of their claims. The hearing to consider confirmation of the plan is scheduled for December 6, 2011, before Judge James Peck. U.S. Trustee, et al., Oppose Plan Confirmation Meanwhile, the proposed plan drew flak from the U.S. Trustee, a Justice Department agency overseeing bankruptcy cases, and more than 20 Lehman creditors. In court papers, the U.S. Trustee criticized the plan's provision to pay the fees and expenses of professionals employed by members of the Official Committee of Unsecured Creditors and by the indenture trustees for debt holders. The proposed plan provides for the payment of fees and expenses as "administrative expense claims" without bankruptcy court order. The U.S. Trustee said the payment of fees of members of the Creditors Committee is not allowed under U.S. bankruptcy law.It further said that the indenture trustees should be required to file an application and show that they have made "substantial contribution" to the bankruptcy case before any payment is made. Aside from the proposed payment, the U.S. Trustee also criticized another provision in the plan, which releases companies and individuals from any liabilities to third parties. This provision also drew flak from government lawyer, Robert William Yalen, Esq., who argued that the proposed releases extend beyond the bankruptcy court's jurisdiction and are not authorized by the Bankruptcy Code. Lehman also failed to win support from the liquidators of its Australian arm, Lehman Brothers Australia Ltd. The liquidators, Stephen Parbery and Marcus Ayres of PPB Advisory, said they fear one aspect of the plan would lead to increased claims against the Australian pool of assets. Their concern relates to structured finance products known as Dante notes bought by Australian investors before LBHI filed for bankruptcy protection, The Sydney Morning Herald reported. The investors and a U.S.-based Lehman subsidiary have been fighting for three years over $250 million in bank bills, the collateral supporting the notes which is held in London.In July the British Supreme Court ruled in favor of the investors, according to the report. Mr. Parbery said the investors were likely to claim the $250 million from Lehman Brothers Australia if the collateral was not returned to them, which would reduce the returns available for other local creditors. Lehman Brothers Australia also holds some Dante notes itself and is claiming a further $15 million in collateral for distribution to its creditors, The Sydney Morning Herald reported. Other Lehman creditors opposing the confirmation of the plan include China Development Industrial Bank, Dotson Investments Ltd., Bank of Montreal, U.S. Bank N.A., Giants Stadium LLC, BNY Mellon Corporate Trustee Services Ltd., Fontainebleau Las Vegas, LLC, the Texas Comptroller of Public Accounts, Asbury Atlantic, Inc. and the liquidators of Lehman Brothers Finance AG. The opposing creditors complained that the plan authorizes disparate treatment of creditors of the same class, enjoins them from prosecuting their claims in other proceedings, forces some creditors to give up a portion of the value of their claims in favor of other creditors, among other reasons. Some of them do not also agree with the assumption of their contracts with Lehman. Lehman, SunCal Trustee Ink Deal In another development, LBHI's commercial paper unit signed an agreement with Alfred Siegel, who oversees the liquidating trust created for creditors of LBREP/L-SunCal Master I LLC and affiliates. Under the deal, the parties agreed that their rights, benefits and obligations under the 2006 First Lien Credit Agreement won't be affected by the terms of the proposed plan or the court order confirming the plan. A full-text copy of the agreement is available without chargeat http://bankrupt.com/misc/LBHI_StipSunCalTrustee.pdf Meanwhile, LBHI filed with the bankruptcy court a list of executory contracts that are no longer scheduled for assumption and another list identifying another contract that it seeks to assume. Lists of these contracts are available without chargeat http://bankrupt.com/misc/LBHI_ContractLists.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Inks Plan Deals With Fannie Mae & Freddie Mac -------------------------------------------------------------- Lehman Brothers Holdings Inc. entered into an agreement which calls for the provisional allowance of claims of Fannie Mae and Freddie Mac for purposes of voting on its Chapter 11 plan. Under the deal, Fannie Mae's claim against LBHI will be provisionally allowed as general unsecured claim in Class 7 in the sum of $6 billion upon the effective date of the plan. Meanwhile, Freddie Mac's claim against the company will be provisionally allowed as general unsecured claim in Class 7 in the sum of $868.6 million Another claim, designated as Claim No. 33568, asserted by Freddie Mac against the company will also be provisionally allowed as senior unsecured claim in Class 3 for $1,202,241,875, according to the agreement. A full-text copy of the agreement is available without charge athttp://bankrupt.com/misc/LBHI_FannieMaedeal.pdf LBHI, Trustee Ink Deal Lehman Brothers Holdings Inc. has signed an agreement, which calls for the provisional allowance of claim of the trustee overseeing the liquidation of its brokerage arm. Under the deal, the claim filed by the trustee against LBHI's commercial paper unit will be provisionally allowed in Class 5C in the sum of $550,375,083 for purposes of voting on the proposed Chapter 11 plan. A full-text copy of the agreement is available without charge at http://bankrupt.com/misc/LBHI_StipLBITrusteeVoting.pdf Fontainebleau Drops Bid Soneet Kapila, the Chapter 7 trustee for Fontainebleau Las Vegas Holdings LLC and affiliates, withdrew his motion for temporary allowance of his claims against Lehman Brothers Holdings Inc. Following the filing of the motion, the trustee reportedly received from Lehman solicitation packages and ballots which will allow him to cast votes on the proposed Chapter 11 plan. IBRD $11.7MM Claim Temporarily Allowed International Bank for Reconstruction and Development won a court order temporarily allowing its claims against Lehman Brothers Holdings Inc. and a subsidiary for the purpose of voting on their proposed Chapter 11 plan. IBRD asserts claims, each in the sum of more than $11.7 million, against the company and Lehman Brothers Special Financing Inc. The claims stemmed from the Lehman units' alleged failure to fulfill their obligations under their agreement. Earlier, the Lehman units denied any liability to IBRD and proposed to disallow their claims. Pursuant to a September 1 court order which approved the outline of the proposed plan, any creditor that opposes the disallowance of its claims is allowed to file a motion for temporary allowance of its claims for voting purposes. Another creditor, International Finance Corp., also obtained an order temporarily allowing its claims against the Lehman units for the purpose of voting to accept or reject the plan. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Barclays, SIPA Trustee File Cross-Appeal Briefs ---------------------------------------------------------------- Barclays Capital Inc. and James Giddens, the SIPA trustee for Lehman Brothers Inc., both filed their initial briefs in their cross-appeals of Judge Peck's February ruling, Bloomberg News reported. Judge Peck awarded the trustee $2.05 billion from Barclays on account of so-called margin assets. The Lehman brokerage trustee was ordered to pay Barclays more than $1.1 billion on account of so-called clearance-box assets, Bloomberg related. Bloomberg recalled that the lawsuit arose from Barclays's purchase of Lehman's brokerage business one week after the Chapter 11 filing in September 2008. Barclays and the Lehman trustee both contend the other was entitled to nothing while the amount each was awarded should have been more. The appeal will be decided by Judge Richard J. Holwell of the U.S. District Court for the Southern District of New York no earlier than February, the report said. Each side will file another set of briefs on Dec. 23. The last briefs are due Feb. 10. Barclays's appeal and the trustee's cross-appeal both deal with the contract for sale of Lehman's brokerage business. Each says Judge Peck erroneously interpreted the agreement. To the extent Judge Holwell believes the appeal is based on an argument that Judge Peck made erroneous factual findings, overturning the bankruptcy judge is difficult because findings of fact can't be set aside unless they are "clearly erroneous," the report noted. To sidestep the rigors of the "clearly erroneous" rule, the warring factions are trying to convince Judge Holwell that Judge Peck misinterpreted the contract where no testimony was necessary to establish the facts, Bloomberg pointed out. Similarly, they argue Judge Peck committed a legal error, more easily overturned, by employing incorrect rules for interpreting a contract, Bloomberg said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins Nod to Implement 2012 Incentive Program ------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors sought and obtained court approval to create a $12 million incentive plan for employees working to unwind their derivatives business. The Official Committee of Unsecured Creditors expressed its support for the implementation of the incentive plan. About 170 workers were hired this year to wind down the derivatives business. They are directly employed by LAMCO Holdings LLC, the entity created to manage Lehman assets. The employees participating under the proposed incentive plan are tasked to review and reconcile claims remaining from the more than 8,000 derivatives claims totaling more than $75 billion. As of August 30, 2011, Lehman recovered about $1.4 billion in cash from its derivatives assets, bringing the total amount of cash recovered to more than $13.6 billion since its bankruptcy filing. Valuation of Lehman derivatives contracts has also been substantially completed and 70% of the contracts with third- parties are considered to be "final settled," according to court filings. Last year, Judge James Peck approved an incentive plan, which offered a performance-based bonus pool of up to $15 million. Payments made under the 2012 incentive plan will also be based on the performance of the employees. A table comparing the 2011 and 2012 incentive plans is available for free at http://bankrupt.com/misc/LBHI_2012IncentivePlan.pdf Lehman also proposed to change certain aspects of the court- approved retention and recruitment program, including the criteria for the payment of contractual bonus to employees involved in the derivatives business. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVEL 3: Incurs $207 Million Net Loss in Third Quarter ------------------------------------------------------ Level 3 Communications, Inc., reported a net loss of $207 million on $947 million of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $163 million on $912 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $9.25 billion in total assets, $9.77 billion in total liabilities, and a $523 million stockholders' deficit. "With the continued strength in the demand for our services, Level 3 delivered another quarter of solid sequential growth in Core Network Services revenue," said James Q. Crowe, CEO of Level 3. "With the closing of the Global Crossing acquisition in October, we see even more opportunities as we provide existing and potential customers a broader portfolio of services in more markets." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/uaQXrt About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LEVEL 3: S&P Assigns 'B+' Rating to $550MM Sr. Secured Term Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services is assigning its 'B+' issue- level rating and '1' recovery rating to Broomfield, Colo.-based Level 3 Communications Inc. (Level 3) subsidiary Level 3 Financing Inc.'s proposed $550 million senior secured tranche B-3 term loan due 2018. "The '1' recovery reflects our expectation of very high (90% to 100%) recovery of principal in event of a default," S&P stated. "At the same time, we affirmed the 'CCC' issue-level rating on unsecured debt at Level 3 Financing Inc. and removed that rating from CreditWatch Positive. That CreditWatch had indicated the potential for improved recovery expectations for the unsecured debt as a result of the $3 billion acquisition of Global Crossing Ltd., which was completed in October 2011. However, with the increase in total secured debt as a result of the proposed term loan, the '6' recovery rating on the unsecured debt does not currently have the potential to improve," S&P stated. "We expect Level 3 to use the bulk of the net proceeds from the new $550 million term loan for debt refinancing. Other ratings on Level 3 Communications Inc., including the 'B-' corporate credit rating and the positive outlook, are not affected by the new $550 million term loan. (For the complete corporate credit rating rationale, see the full analysis on Level 3, published Sept. 30, 2011, on RatingsDirect on the Global Credit Portal)," S&P said "The ratings on Level 3 incorporate our view of the company's business risk profile as weak, albeit improved from our assessment of a vulnerable business risk profile prior to the acquisition of Global Crossing. Ratings also reflect our opinion that, while leverage does improve as a result of the Global Crossing transaction, Level 3's financial risk profile remains remain highly leveraged," S&P stated. Level 3 is a provider of voice, data, and other transport services on its global communications and Internet backbone. The addition of the Global Crossing assets expands that footprint, improving the ability to provide end-to-end transport of data and voice on its combined network and offering the opportunity to cross-sell Level 3 and Global Crossing products. The positive outlook notes that if Level 3 is on track to realize the bulk of what it expects to be around $300 million in annual operating synergies from the Global Crossing transaction, adjusted debt leverage could improve to the 5x area, a metric which would be supportive of a one-notch upgrade. Ratings List Level 3 Communications Inc. Corporate Credit Rating B-/Positive/-- New Ratings Level 3 Financing Inc. Senior Secured Tranche loan B-3 term loan due 2018 B+ Recovery Rating 1 Rating Affirmed And Off CreditWatch To From Level 3 Financing Inc. Senior Unsecured CCC CCC/Watch Pos Recovery Rating 6 6 LEVI STRAUSS: Robert Hanson to Resign as EVP and President ---------------------------------------------------------- Robert Hanson, executive vice president and president, Global Levi's Brand, of Levi Strauss & Co., will resign from the Company effective Nov. 27, 2011, pursuant to a Separation Agreement and Release of all Claims signed on Oct. 31, 2011. Under the agreement, in exchange for certain releases of claims and compliance with certain restrictive covenants, Mr. Hanson is eligible to receive an amount equal to $2,289,000, which will be payable in installments over 18 months, and a lump sum payment of $600,000 to be paid 30 days after his effective date of resignation. In addition, the Company will pay the portion of the premiums of his medical continuation coverage that the Company would pay for an active employee for a period of up to 18 months. Mr. Hanson is not eligible to receive any amounts under the Company's Annual Incentive Plan for fiscal year 2011. This agreement supersedes any other potential separation benefits from the Company, including, but not limited to, any rights under the Company's Executive Severance Plan. Chip Bergh, president and chief executive officer, will assume responsibilities for the role until a successor is selected. About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. The Company reported net income of $149.44 million on $4.33 billion of net sales for the year ended Nov. 28, 2010, compared with net income of $150.71 million on $4.02 billion of net sales for the year ended Nov. 29, 2009. The Company's balance sheet at Aug. 28, 2011, showed $3.28 billion in total assets, $3.38 billion in total liabilities and $10.72 million in temporary equity, and a $106.73 million total stockholders' deficit. * * * The Company carries a 'B+' corporate credit rating from Standard & Poor's, a 'B1' corporate family rating from Moody's Investors Service and a 'B+' issuer default rating from Fitch Ratings. As reported by the TCR on March 24, 2011, Fitch Ratings downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+' from 'BB-'. The downgrade of the IDR reflects Levi's soft operating trends and margin compression, continued high financial leverage, and Fitch's expectation that Levi's financial profile will not show meaningful improvement in the next one to two years. LIBBEY INC: Signs New Executive Employment Agreements ------------------------------------------------------ Libbey Inc. entered into new executive employment agreements with certain officers, including the following named executive officers: Daniel P. Ibele, Richard I. Reynolds and Roberto B. Rubio. As previously disclosed, the Employment Agreements replace each officer's employment agreement that will expire on Dec. 31, 2011. Each Agreement is effective as of Jan. 1, 2012, and continues until Dec. 31, 2012, and will be extended for successive one-year periods unless either party gives notice of non-renewal by September 30 of the then-current term. The Employment Agreements provide for the payment of an annual base salary, eligibility for an annual cash incentive under the Company's Senior Management Incentive Plan based on actual performance, eligibility for long-term incentive awards under the Company's long-term incentive plan, and participation in other benefit programs generally available to other officers or salaried employees, including, but not limited to, the Libbey Inc. Retirement Savings Plan, the Libbey Inc. Executive Deferred Compensation Plan, and financial planning and tax services capped annually at $20,000 and $15,000, respectively. Under the Agreements, the annual base salaries for the Named Executive Officers are as follows: Mr. Ibele, $312,000, Mr. Reynolds, $464,136, and Mr. Rubio, $444,168. The Employment Agreements provide that in the event of death or disability, in addition to any accrued compensation payable at the date of termination, the officers will receive an annual incentive pro rated at target through the date of termination, long-term incentive compensation pro rated at target through the date of termination and pro rata vesting of stock options and restricted stock units. The Employment Agreements provide that upon a termination by the Company without Cause or by an officer for Good Reason, in addition to any accrued compensation payable at the date of termination, the officer will receive: (i) severance in an amount equal to the greater of (A) one times base salary plus target bonus or (B) the amount of severance such officer would be entitled to under the Company's severance policy; (ii) pro rata annual incentive for the year of termination based on actual performance; (iii) pro rata long term incentive compensation based on actual performance; (iv) accelerated vesting of any time-vested equity awards that would have otherwise vested within one year of the date of termination; (v) continuation of medical and life insurance benefits for 12 months after termination or until that officer receives medical or life insurance coverage through a future employer, if earlier than 12 months; and (vi) executive level outplacement services paid by the Company. The Employment Agreements do not provide for any separation pay upon voluntary resignation or retirement. Any benefits payable under an Employment Agreement after termination will be conditioned on the officer executing a release of claims against the Company. The Employment Agreements provide for perpetual confidentiality and non-disparagement provisions post-termination and provide for covenants against competition with the Company and solicitation of the Company's employees and customers for 12 months following termination. About Libbey Inc. Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands. Libbey supplies tabletop products to foodservice, retail, industrial and business-to-business customers in over 100 countries. The Company's balance sheet at Sept. 30, 2011, showed $788.32 million in total assets, $733.68 million in total liabilities and $54.64 million in total shareholders' equity. * * * On Oct. 28, 2009, Libbey restructured a portion of its debt by exchanging the old 16% Senior Subordinated Secured Payment-in- Kind Notes due December 2011 of subsidiary Libbey Glass Inc., having an outstanding principal amount as of October 28, 2009, of $160.9 million for (i) $80.4 million principal amount of new Senior Subordinated Secured Payment-in-Kind Notes due 2021 of Libbey Glass, and (ii) 933,145 shares of common stock and warrants exercisable for 3,466,856 shares of common stock of Libbey Inc. On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million debt offering of 10.0% Senior Secured Notes due 2015 of Libbey Glass Inc., as well as cash on hand, to (i) repurchase the $306.0 million then outstanding Floating Rate Senior Secured Notes due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK Notes and (iii) pay related fees and expenses. Concurrent with the closing of the offering of the Senior Secured Notes, Libbey entered into an amended and restated $110 million Asset Based Loan facility which, among other terms, extended the maturity date to 2014. As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings Services raised its corporate and senior secured debt ratings on Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'. The rating outlook is stable. "The upgrade and stable outlook reflect our belief that Libbey will sustain its improved profitability and credit measures and maintain its adequate liquidity position," said Standard & Poor's credit analyst Rick Joy. LITTON LOAN: Moody's Withdraws SQ Ratings ----------------------------------------- Moody's Investors Service has downgraded Litton Loan Servicing LP's ("Litton") servicer quality (SQ) ratings: To SQ3 from SQ2+ as Primary Servicer of subprime residential mortgage loans To SQ3 from SQ2+ as a Special Servicer of residential mortgage loans To SQ3+ from SQ2+ as Primary Servicer of 2nd lien residential mortgage loans Moody's also has removed all of the company's SQ ratings from review for downgrade and has withdrawn the ratings. The downgrade is driven by deterioration in Litton's collections and loss mitigation performance relative to peers, as well as the change in the company's ownership to a fundamentally weaker corporate parent and the significant downsizing of its servicing operations. As part of this rating action, Moody's lowered the collections assessments for all of Litton's SQ ratings to average from above average, and the loss mitigation assessment for the 2nd lien loans SQ rating to above average from strong. Moody's also lowered the servicer stability assessment for all of the company's SQ ratings to below average from average. Moody's has removed all of the SQ ratings from review for downgrade and has withdrawn the ratings because the company has been re-organized and, beginning November 1, 2011, performs only limited functions of a Primary Servicer. In a transaction that closed on September 1, 2011, Ocwen Financial Corp. (B1) acquired the loans and servicing platform of Litton Loan Servicing LP from The Goldman Sachs Group, Inc. (A1, negative outlook). Litton operates as a wholly-owned subsidiary of Ocwen Financial. The previous rating action for Litton's SQ ratings occurred on March 28, 2011. At that time, Moody's placed an additional review for downgrade on the company's SQ2+ ratings as Primary Servicer of subprime residential mortgage loans, Primary Servicer of 2nd lien residential mortgage loans and as a Special Servicer of residential loans due to the announcement that Goldman Sachs was seeking a potential sale of Litton. Moody's also lowered the servicer stability assessment for these ratings to below average from average. Moody's SQ ratings represent its view of a servicer's ability to prevent or mitigate asset pool losses across changing markets. The rating scale ranges from SQ1 (strong) to SQ5 (weak). Where appropriate, a "+" or "-" modifier will be appended to the relevant rating to indicate a servicer's relative servicing quality within a particular category. Moody's servicer ratings are differentiated in the marketplace by focusing on performance measurement. SQ ratings for U.S. residential mortgage servicers incorporate assessments of delinquency transition rates, foreclosure timeline management, loan cure rates, recoveries, loan resolution outcomes, and REO management - all critical indicators of a servicer's ability to maximize returns from mortgage portfolios. Moody's servicer ratings also consider the company's ability to maintain its focus on high quality servicing in an economic downturn. Servicing operations can be stressed by the increasing number of delinquent loans while at the same time increasing the need for liquidity. The SQ rating reflects Moody's expectation of the impact that the servicing will have on the on-going credit performance of the portfolio. For this reason, Moody's monitors SQ ratings based on periodic information provided by servicers and conducts a formal re-evaluation of its servicer ratings annually. LOS ANGELES DODGERS: Deal Has Separate Sale of Team, Media Rights ----------------------------------------------------------------- Matthew Futterman, writing for The Wall Street Journal, reports that Major League Baseball and Los Angeles Dodgers owner Frank McCourt have agreed to a unique structure for the auction of the club. People familiar with the talks told the Journal that under a deal hammered out during two weeks of intense negotiations last month, MLB won't oppose Mr. McCourt and his advisers' efforts to solicit separate bids for the team and the future media rights to its games. The sources said the structure of the auction was the biggest of several concession MLB made to get Mr. McCourt to agree to sell the Dodgers. They were designed to allow Mr. McCourt to reap as much money as possible from the sale of the team. The auction is expected to fetch offers of more than $1 billion for the team and its related assets. The Journal says the parties are expected to submit a plan in bankruptcy court in the coming days. WSJ also notes the auction's structure will allow bidders for the team to negotiate a future media-rights deal with a potential partner while they figure out how much they want to pay for the franchise. People familiar with the strategy told WSJ the more a bidder knows about his future revenues, the more comfortable he will be raising his bid. The Journal reports News Corp.'s Fox unit is likely to object. Fox's Prime Ticket regional sports network owns the local-media rights to the Dodgers through 2013. Fox executives said Prime Ticket holds the exclusive right through November 2012 to negotiate a new local-media deal with the team. WSJ notes the Dodgers' local-media rights are its most valuable asset. The Dodgers now get roughly $37 million a year from the deal with Prime Ticket. Earlier this year, Fox offered Mr. McCourt a 17-year extension of their deal, valued at $2.7 billion. The offer, which MLB vetoed, included a 35% stake in Prime Ticket. According to the Journal, the people familiar with last week's settlement said MLB has agreed not to oppose Blackstone Group's auction of the future media rights, even if Fox does. That could cause a rift between MLB and its most important partner. Fox pays MLB about $600 million a year for national and local media rights and, in recent days, the two parties have been discussing the sale of the team and the form of the auction, according to the Journal. WSJ further relates the settlement would allow Mr. McCourt to maintain a stake in the parking lots at Dodger Stadium in Los Angeles that are leased to the team for use on game days. The Dodgers is carrying about $500 million in debt, a person familiar with the team's finances told the Journal, and owes MLB another $150 million in bankruptcy financing. Once the sale is complete, the Journal says Mr. McCourt could owe as much as $150 million in capital gains taxes on the franchise, which he bought for $421 million in 2004. Finally, he is obligated to pay his estranged wife $131 million before May 1 under the couple's divorce settlement. 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. LUTHERAN HOMES: S&P Cuts Rating on Series 2010 Bonds to 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'BB+' from 'BBB-' on Lucas County, Ohio's series 2010 revenue refunding and improvement bonds issued for Lutheran Homes Society (LHS). The outlook is stable. "The rating action reflects our view of operating losses in fiscal 2010 and fiscal 2011 to date that have resulted in negative excess margins and that were below budgeted expectations," said Standard & Poor's credit analyst Avanti Paul. The 'BB+' rating further reflects S&P's view of: Occupancy challenges at two of LHS' facilities; A recent 11.1% federal reimbursement cut and proposed 5.8% state Medicaid cuts that will significantly pressure LHS' revenues because it has a high concentration of governmental payers; Operating losses year-to-date that are below budgeted expectations as well as contributions that are below historical levels; Two balloon payments in the system debt service schedule, in 2012 and 2020, although management is refinancing the debt associated with the first balloon payment. "The stable outlook reflects our anticipation that cash levels will remain sufficient for the 'BB+' rating and provide some flexibility for the upcoming governmental reimbursement cuts and potential continued operating losses," S&P said. LYONDELLBASELL: Moody's Upgrades Corp. Family Rating to 'Ba1' ------------------------------------------------------------- Moody's Investors Service upgraded LyondellBasell Industries N.V.'s (LYB) Corporate Family Rating (CFR) to Ba1 from Ba2. This action reflects the results of the early debt tender offer and consent solicitation for its outstanding secured notes and the subsequent amendment to its indentures. Additionally, Moody's assigned a Ba2 rating to $1 billion of new senior unsecured notes due 2021 issued by LyondellBasell Industries N.V., lowered the rating on the remaining 8% guaranteed senior unsecured notes (formerly secured first lien notes) to Ba2 from Ba1, upgraded the remaining 11% guaranteed senior unsecured notes (formerly secured third lien notes) to Ba2 from Ba3, withdrew the Ba1 rating on its secured term loan and affirmed the SGL1Speculative Grade Liquidity Rating. The rating outlook is stable. "The tender offer and consent solicitation has reduced debt by $1.8 billion and removed the security from all of LyondellBasell's outstanding notes," stated John Rogers Senior Vice President at Moody's. "However, the company will also pay a $2.6 billion special dividend to its shareholders in the near future." RATINGS RATIONALE LyondellBasell's Ba1 CFR reflects its conservative capital structure and solid liquidity offset by a limited operating history post-bankruptcy, as well as concerns about its corporate governance. The governance concerns arise because of the large equity ownership (nearly 30%) by an affiliate of Apollo Management and its leadership role on the supervisory board of LYB. Additionally Access Industries holds a 16% equity stake and has appointed two board members. Together Apollo and Access have appointed 5 of the 11 supervisory board members. Given the large percentage of equity held by these two firms, Moody's would like to see a longer operating history, post bankruptcy prior to considering a move to investment grade, especially given the planned $2.6 billion special dividend. Furthermore, the Ba1 CFR considers the company's large size, operational diversity, significant vertical integration, leading market positions in key commodities, and a management team with a track record of conservative fiscal stewardship in the petrochemical industry should provide upside to the rating over time. Management has stated that it is seeking to achieve an investment grade rating over time. The stable outlook assumes that management will continue to maintain a conservative balance sheet. A positive rating move could be considered should the representation of its two largest shareholders fall below 40% and an independent board member becomes chairman. A potential upgrade assumes that management policies and industry conditions remain supportive of the higher rating and that management successfully continues their restructuring initiatives. LYB's SGL-1 rating reflects the expectation that management will maintain at least $3 billion of available liquidity through a combination of elevated cash balances of at least $1 billion and substantial availability under its $2 billion ABL revolver, which expires in 2014. The ABL has no covenants unless availability falls below $250 million. Ratings upgraded: LyondellBasell Industries N.V. (Guarantor of the rated debt) -- Corporate Family Rating to Ba1 from Ba2 -- Probability of Default Rating to Ba1 from Ba2 LyondellBasell Industries N.V. -- Guaranteed Senior Unsecured 11% notes to Ba2(LGD 4/68%) from Ba3(LGD 4/66%) Ratings downgraded LyondellBasell Industries N.V. -- Guaranteed Senior Unsecured 8% notes to Ba2(LGD 4/68%) from Ba1(LGD 3/35%) Ratings assigned LyondellBasell Industries N.V. -- Guaranteed Senior Unsecured notes due 2021 at Ba2(LGD 4/68%) Ratings withdrawn -- Guaranteed Senior Secured term loan Ratings affirmed: LyondellBasell Industries N.V. -- Speculative Grade Liquidity Rating at SGL-1 The principal methodologies used in rating LyondellBasell was 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. LyondellBasell Industries N.V. is one of the world's largest independent petrochemicals companies. LYB is a leading manufacturer of olefins, polyolefins, propylene oxide and related derivatives; it also has a large global licensing and catalyst business (primarily related to polyolefins production technologies). LYB also has two refineries with a total capacity of over 370 thousand barrels per day. LYB had revenues of roughly $50 billion for the last four quarters ending September 30, 2011. LYONDELLBASELL INDUSTRIES: S&P Lifts Corp. Credit Rating to 'BB+' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on LyondellBasell Industries N.V. (LyondellBasell) to 'BB+' from 'BB-'. The outlook is stable. "Based on the corporate credit rating upgrade and our updated recovery analysis, we affirmed the 'BB+' rating on the company's formerly first-lien notes and raised the rating on the formerly third-lien notes to 'BB+' (the same as the corporate credit rating). Both issues now have a recovery rating of '3', indicating our expectation for a meaningful (50% to 70%) recovery in the event of a payment default," S&P stated. "At the same time, we have removed all the existing ratings from CreditWatch, where we had placed them with various implications on Oct. 21, 2011, when the company announced its plans to reduce debt and pay a special dividend," S&P said. "We also assigned a senior unsecured debt rating of 'BB+' and a recovery rating of '3' to LyondellBasell's proposed offering of $1 billion of senior unsecured notes due 2021," S&P related. "The two-notch upgrade of the corporate credit rating to 'BB+' acknowledges LyondellBasell's strong operating performance and cash generation since emerging from bankruptcy on April 30, 2010, and substantial debt reduction totaling $3.3 billion if the proposed debt offering and special dividend close as currently contemplated," said Standard & Poor's credit analyst Cynthia Werneth. "Pro forma for the transactions, total adjusted debt will be about $6 billion. We adjust debt to include about $2 billion of adjustments for capitalized operating leases, as well as tax- effected unfunded postretirement, asset retirement, and environmental obligations." "Pro forma funds from operations (FFO) to total adjusted debt will be about 75%. However, we expect this ratio to trend downward in coming quarters because of lower pricing in some product categories, seasonal demand declines, and a weakening global economy. At the 'BB+' corporate credit rating, we expect LyondellBasell's FFO to debt ratio to average above 35% over an industry cycle," S&P related. The upgrade follows subsidiary Lyondell Chemical Co.'s successful tender for approximately $2.8 billion of its outstanding first- and third-lien notes using cash on hand. The notes, which have a remaining aggregate balance of approximately $2.7 billion, are now unsecured. The ratings on Netherlands-based LyondellBasell reflect the company's fair business risk profile and intermediate financial risk profile. It's a leading global petrochemical producer, with 2010 sales of more than $40 billion. The majority of its products are cyclical commodities such as ethylene, propylene, and their derivatives, including various plastic resins used to manufacture a wide variety of durable goods and consumer products. In addition, the company produces automotive and other fuels at two refineries in the U.S. and France. The company has announced plans to close the French refinery. Commodity chemicals show high sensitivity to global GDP growth, supply and demand imbalances, and raw material price movements. Despite significant capital intensity, the industry has relatively low barriers to entry for many product lines, which creates a high degree of competition and weak pricing flexibility during periods of excess supply. Business strengths that somewhat counterbalance these risks include LyondellBasell's large scale of operations, management's focus on operational excellence and cost reduction, and a portfolio of differentiated products (including advanced polyolefins, propylene oxide and derivatives, and catalysts), which are more profitable and stable than its commodity product lines. In late 2008, a sharp rise in raw material costs and working capital requirements, plummeting demand, and very high debt leverage drove LyondellBasell's predecessor company into bankruptcy. It emerged on April 30, 2010, with a more-prudent capital structure, a better cost structure, and lower environmental and other liabilities. Since then, improved global economic conditions, a better-than-expected supply and demand balance, and the restoration of trade credit have allowed LyondellBasell to generate strong operating earnings and cash flow. "In addition, the discovery and development of large shale gas reserves in the U.S. have resulted in low feedstock costs for U.S. producers (including LyondellBasell, whose biggest market is the U.S.), which we believe will persist for the foreseeable future. Consequently, U.S. producers have a more-advantageous global cost position than before. The profitability of LyondellBasell's higher-cost European operations has been better than we expected due to continuing cost reductions, favorable pricing for co-products generated through naphtha cracking, emphasis on differentiated products, and feedstocks and commissions from its Middle East joint ventures," S&P said. "We expect the company to remediate a material control weakness related to the accounting for income taxes under fresh start accounting, and we regard ongoing litigation and regulatory matters as modest risk factors. We expect EBITDA margins to average in the high-single-digit percentage area, with pretax return on capital averaging in the upper-teen percentage area," S&P related. In addition to the planned debt reduction and special dividend, LyondellBasell plans to contribute $250 million to its pension plans (bringing 2011 contributions to about $470 million). "The company recently doubled its quarterly dividend, and we also expect it to periodically assess and potentially increase it somewhat," S&P said. The maintenance of substantial liquidity to cushion against industry cyclicality is an important rating consideration. "Immediately following the proposed transactions, we expect cash and committed, unused credit lines to total about $3 billion, and for liquidity to remain at or above this level. We expect management to focus primarily on improving the profitability of existing operations in coming quarters. However, if operating and leverage measures remain strong, we expect management and the board to consider other uses of cash, including strategic investments and potentially additional shareholder rewards," S&P related. The outlook is stable. "Despite industry cyclicality and a subdued economic outlook, we expect LyondellBasell to maintain ratios appropriate for the ratings, including FFO to total adjusted debt ratio averaging above 35%," Ms. Werneth continued. "We believe this ratio would be in this range even if revenues dropped by close to 30% in 2012 and if EBITDA margins declined to 8.5% from above 10% currently. As a result, we currently view a downgrade based purely on business fundamentals as unlikely. In order to upgrade the company to investment grade, we would have to be satisfied with the effectiveness of the its corporate governance and be convinced that its long-term business strategy and financial policies are consistent with a higher rating." MAGNOLIA SHELL: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Magnolia Shell Truck Stop, Inc. 17141 Eastex Freeway Channelview, TX 77095 Bankruptcy Case No.: 11-39428 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Samuel L. Milledge, Esq. MILLEDGE LAW FIRM, P.C. 10333 Northwest Freeway, Suite 202 Houston, TX 77092 Tel: (713) 812-1409 Fax: (713) 812-1418 E-mail: milledge@milledgelawfirm.com Scheduled Assets: $2,700,000 Scheduled Debts: $3,459,109 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-39428.pdf The petition was signed by Shakeel Uddin, president. MAJESTIC CAPITAL: Wants Plan Filing Exclusivity Until Nov. 18 ---------------------------------------------------------------- Majestic Capital, Ltd., and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusive period for filing and soliciting acceptance for their liquidating plan through and including Nov. 18, 2011, and Jan. 18, 2012, respectively. The Debtors relate that they require a brief additional extension in order to consider the Official Committee of Unsecured Creditors' concerns relating to the plan, as well as issued raised by the Court at a recent omnibus hearing. About Majestic Capital Headquartered in Poughkeepsie, New York City, Majestic Capital, Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011. Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 11-36221 - 11-36234) on April 29, 2011. Bankruptcy Judge Cecelia G. Morris presides over the case. Thomas Genova, Esq., at Genova & Malin, Attorneys represents the Debtors in their restructuring effort. Murphy & King, P.C. serves as the Debtors' co-counsel. The Debtors tapped Michelman & Robinson, LLP, as special counsel, and Day Seckler, LLP, as accountants and financial advisors. The Debtor disclosed $436,191,000 in assets and $421,757,000 in liabilities as of Dec. 31, 2010. Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith P.C., represent the Official Committee of Unsecured Creditors. The Committee has also tapped J.H. Cohn LLP as its financial advisors. MARY A II: Court Denies Dismissal; Plan Hearing Set for Dec. 20 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida has denied the amended motion filed by Spur Ranch Enterprises, LLC, to dismiss the Chapter 11 case of The Mary A II, LLC, contingent upon the Debtor's ability to prove feasibility of its Plan. The Bankruptcy Court also denied the motion of Spur Ranch to appoint a trustee or excuse the receiver from compliance with 11 U.S.C. Section 543. The receiver will remain in place until the confirmation hearing and the Court's determination of the Plan's feasibility. The Court set a confirmation hearing for Dec. 20, 2011, at 9:00 a.m. As reported in the TCR on Sept. 23, 2011, Spur Ranch asked the Bankruptcy Court for the Northern District of Florida to excuse the state-court appointed receiver from the turnover requirements under Section 543 of the Bankruptcy Code until the time as a decision is made on its motion to dismiss the Debtor's Chapter 11 case. Spur Ranch is the owner and holder of a loan made by Federal Trust Bank to the Debtor in the original principal amount of $6,650,000. As security for the loan, the Debtor pledge certain real and personal property as described in that certain Mortgage and Security Agreement dated Aug. 17, 2004. Currently, Spur Ranch is owed approximately $8 million. Spur Ranch relates that the Debtor breached the terms of the loan documents by failing to make the payments due on July 17, 2009, and each and every payment due thereafter. The Debtor's default resulted in the filing of an action to foreclose the mortgage on the property and to collect on a guaranty provided by the Debtor's principal, James Rudnick. The action is pending in the Circuit Court for with Eighteenth Judicial Circuit in and for Brevard County, Florida. On June 7, 2011, the state court appointed John Kurtz as receiver over the property based, in part, on the Debtor's failure to maintain the property and maintain compliance with the standards required. Spur Ranch asserts that the receiver must be excused from compliance because the interest of the Debtor's creditors would best be served by allowing the receiver to remain in possession. Alternatively, Spur Ranch also requests that a Chapter 11 trustee be appointed in the Debtor's case because the Debtor, among other things: -- has mismanaged its affairs resulting in harm to the property that the receiver has spent the last three months correcting; -- failed to maintain complete and accurate records and to cooperate with the receiver in identifying the Debtor's assets; and -- has no realistic possibility of an effective reorganization. As reported in the TCR on Sept. 14, 2011, Spur Ranch asked the Bankruptcy Court to dismiss the Debtor's Chapter 11 case for bad faith and pursuant to Section 1112(b)(1) of the Bankruptcy Code. Lori V. Vaughan, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'neill & Mullis, P.A., in Tampa, Florida -- lvaughan@trenam.com - - contends that the bankruptcy case should be dismissed as a litigation tactic and attempt to avoid the legitimate Foreclosure Action of Spur Ranch. She argues that the Debtor filed the bankruptcy case hours before a summary judgment hearing where it had little to no defense and months after a receiver was appointed over its property by reason of its failure to adequately maintain and remedy serious problems on the Property. Even more telling, Ms. Vaughan asserts, the Debtor waited nearly three months after a receiver was appointed and only after the receiver took the actions that the Debtor was either unwilling or unable to take to bring the property into compliance. Hence, she points out, the Debtor's actions demonstrate its bad faith in the filing of this case and form the basis for the Court to dismiss the case. About Mary A II Tallahassee, Florida-based The Mary A II, LLC, is the owner of real property located in Brevard County, Florida, which was originally acquired in 2004 and was placed in a conservation easement. Ultimately, the Property became a wetlands mitigation bank, which sells credits to developers or other entities that need to impact wetlands. The Company holds the right to sell approximately 937.69 mitigation credits approved and permitted by the St. Johns River Water Management District and 847.92 mitigation credits approved and permitted by the U.S. Army Corps of Engineers. The Company said it is in negotiations for the sale of certain credits that could realize in excess of $5 million. Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-40693) on Aug. 29, 2011. Brian G. Rich, Esq., at Berger Singerman PA, serves as the Debtor's bankruptcy counsel. The Debtor scheduled $26,083,816 in assets and $7,380,600 in debts. The petition was signed by James M. Rudnick, managing member. The Mary A II, LLC, filed with the Bankruptcy Court a plan of reorganization and accompanying disclosure statement on Aug. 29, 2011. MARY A II: Court OKs Berger Singerman as Chapter 11 Counsel ----------------------------------------------------------- The Mary A II, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of Florida to employ Brian G. Rich, Esq., and his law firm, Berger Singerman, P.A., as counsel to the Debtor, nunc pro tunc to the Petition Date. As counsel, Berger Singerman will: -- advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's guidelines and with the rules of the Court; -- prepare motions, pleadings, orders, applications, adversary proceedings and other legal documents necessary in the administration of the bankruptcy case; -- protect the interests of the Debtor in all matters pending before the Court; and -- represent the Debtor in negotiations with their creditors and in the preparation of a plan of reorganization. Berger Singerman received a $50,000 prepetition retainer from the Debtor, which was deposited into the Firm's trust account. Berger Singerman applied $25,000 from the Retainer toward payment in full of certain prepetition fees and expenses. Berger Singerman will hold the remainder of the Retainer as security for the fees and costs that may be awarded to it by the Court in the case. The Debtor will pay Berger Singerman for its services based on its current hourly rates, which range from $225 to $625 for attorneys. Mr. Rich's current hourly rate is $465. The current hourly rates for the legal assistants and paralegals range from $75 to $195. Mr. Rich, a shareholder at Berger Singerman, discloses that a search of the Firm's conflicts check system revealed these matters, none of which impairs his or the Firm's disinterestedness or constitutes any conflict of interest: (a) James M. Rudnick, the managing member of the Debtor, is also the managing member of Milan Condominium Developers, LLC. Berger Singerman represents Milan in a matter that is wholly unrelated to the Debtor's case; and (b) There are numerous creditors of the Debtor, which have been creditors of, or adverse to, other entities represented by Berger Singerman in cases and matters wholly unrelated to the case. These creditors include Federal Trust Bank, Internal Revenue Service and Brevard County Tax Collector. Mr. Rich attests that Berger Singerman neither holds nor represents any interest adverse to the Debtor and is a "disinterested person" within the scope and meaning of Section 101(14) of the Bankruptcy Code. About Mary A II Tallahassee, Florida-based The Mary A II LLC is the owner of real property located in Brevard County, Florida, which was originally acquired in 2004 and was placed in a conservation easement. Ultimately, the Property became a wetlands mitigation bank, which sells credits to developers or other entities that need to impact wetlands. The Company holds the right to sell approximately 937.69 mitigation credits approved and permitted by the St. Johns River Water Management District and 847.92 mitigation credits approved and permitted by the U.S. Army Corps of Engineers. The Company said it is in negotiations for the sale of certain credits that could realize in excess of $5 million. The U.S. Trustee appointed a 6-member creditors' panel to the company. Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-40693) on Aug. 29, 2011. Brian G. Rich, Esq., at Berger Singerman PA, serves as the Debtor's bankruptcy counsel. The Debtor scheduled $26,083,816 in assets and $7,380,600 in debts. The petition was signed by James M. Rudnick, managing member. MAUI LAND: Incurs $1.3 Million Net Loss in Third Quarter -------------------------------------------------------- Maui Land & Pineapple Company, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $1.34 million on $3.37 million of total operating revenues for the three months ended Sept. 30, 2011, compared with net income of $20.02 million on $3.85 million of total operating revenues for the same period during the prior year. The Company also reported net income of $8.62 million on $11.03 million of total operating revenues for the nine months ended Sept. 30, 2011, compared with net income of $12.73 million on $13.13 million of total operating revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $66.41 million in total assets, $82.56 million in total liabilities and a $16.15 million stockholders' deficiency. "As demonstrated by our year-to-date results for 2011 compared to last year, we are pleased with the improvements in our ongoing operations. This shows that our new simplified operating model is showing the desired benefits that we hoped to achieve," said Tim Esaki, Chief Financial Officer. A full-text copy of the Form 10-Q is available for free at: http://is.gd/aCSRUs About Maui Land & Pineapple Company Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. As reported in the TCR on March 17, 2011, Deloitte & Touche LLP, in Honolulu, Hawaii, expressed substantial doubt about Maui Land & Pineapple's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's recurring negative cash flows from operations and deficiency in stockholders' equity. MCDONALD BROTHERS: Can Access BB&T Cash Collateral Until Dec. 8 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina authorized McDonald Brothers, Inc., to use cash collateral, in which Branch Banking and Trust Company asserts an interest, on an interim basis and for the period through and including Dec. 8, 2011, for the purposes and subject to the sub- limits as set forth in a budget for the period, not to exceed 110% on a line-item cumulative basis, pending further orders of the Court after notice and hearing. BB&T has consented to the continued use of cash collateral in accordance with the budget and subject to the provisions of the prior orders, including but not limited to the right to seek an expedited hearing as provided therein. A further hearing (which may be a final hearing) on the motion for authority to use cash collateral will be held at 10:00 a.m. on Dec. 8, 2011. As reported in the TCR on Sept. 6, 2011, the Debtor entered into a prepetition loan agreement with Branch Banking and Trust Company, which provides for (i) a term loan in the principal amount of $4,606,909, and (ii) a revolving line of credit in the maximum amount of $3,000,000. The Loans are secured by a first priority security interest in all of the Debtor's existing and after- acquired accounts and inventory, liens against real property, including any income, rents and profits generated by the property, and security interests or liens against certain property owned by McDonald Family Farms, LLC, Angus A. McDonald, Jr., and his mother, Virginia C. L. McDonald. As of the Petition Date, the outstanding principal, interest and fees owed under the Term Loan and the Revolver Loan totaled approximately $4,434,000 and $2,446,600, respectively. About McDonald Brothers McDonald Brothers, Inc., in Southern Pines, North Carolina, is a building materials and services supplier that has been a family- owned and operated business since 1885. It has three business operations in North Carolina located in the towns of Southern Pines, Siler City, and West End. It sells its products and services throughout the south-central region of North Carolina and northeastern South Carolina. Over the past few years, its business has declined as a result of the depressed real estate market and the recession. McDonald Brothers filed for Chapter 11 bankruptcy (Bankr. M.D.N.C. Case No. 11-81363) on Aug. 22, 2011. John A. Northen, Esq., and Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, in Chapel Hill, N.C., serve as the Debtor's counsel. In its schedules, the Debtor disclosed $10,540,708 in assets and $10,138,358 in liabilities. MEDIA GENERAL: Stephen Dickinson to Resign as VP and CAO -------------------------------------------------------- Stephen Y. Dickinson (Vice President and Chief Accounting Officer) announced his retirement effective Dec. 31, 2011. Mr. Dickinson will continue to serve the Company in a consulting capacity in early 2012 in order to facilitate its senior leadership transition. About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company operates in three business segments: Publishing, Broadcast and Interactive Media. The Company owns 25 daily newspapers and more than 150 other publications, as well as 23 television stations. The Company also operates more than 75 online enterprises. In March 2008, the Company completed the purchase of DealTaker.com, an online social shopping portal. As reported by the Troubled Company Reporter on October 5, 2011, Moody's Investors Service downgraded Media General, Inc.'s (Media General) Corporate Family Rating (CFR) and senior secured bond rating to B3 from B2, and lowered the company's speculative-grade liquidity rating to SGL-4 from SGL-3. The rating actions reflect the liquidity pressure from the approaching March 2013 credit facility maturity and heightened risk of a covenant violation, as well as the operating pressure from a weaker advertising market. The rating outlook is negative. The TCR also reported on Oct. 28, 2011, that Standard & Poor's Ratings Services lowered its corporate credit on Richmond, Va.- headquartered Media General Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that Media General could face difficulties in maintaining covenant compliance in 2012," S&P said. METOKOTE CORP: Moody's Assigns (P)B3 Rating to Credit Facilities ---------------------------------------------------------------- Moody's Investors Service assigned a (P)B3 rating to MetoKote Corporation's proposed amended and extended $71 million senior secured term loan due November 2013 and $5 million senior secured revolving credit facility due August 2013. In a related action, the company's existing ratings were affirmed. The outlook was changed to developing. The company's Corporate Family Rating (CFR) would be upgraded to B3 and the outlook would be changed to stable at the completion of the amend and extend transaction if completed in accordance with proposed terms, and subject to Moody's review of final documentation. The actions are prompted by MetoKote's improved operating performance and the company's proposal to extend the maturity of its term loan currently due November 27, 2011. Moody's positively notes that the extended term loan amount will be lower compared to the $87 million currently outstanding as the company would repay $16 million using current cash. RATINGS RATIONALE The current Caa2 Corporate Family Rating (CFR) is largely based on MetoKote's very near-term debt maturity which needs to be either refinanced or extended. The company's revolving credit facility already matured in August 2011 and, to date, has not been replaced. The (P)B3 rating on the proposed credit facilities is based on Moody's expectation that MetoKote's CFR would be upgraded if the transaction closes in accordance with proposed terms. The rating assignment recognizes the improvement in the company's operating performance, driven primarily by increased demand for coating services from agriculture and automotive end market customers, which has increased revenue by over 30% from the depressed 2009 level. The company has been growing its general purpose business segment with minimal capital expenditures, and is expected to have adequate liquidity over the next four quarters, partly due to the proposed re-establishment of revolver availability. The rating is tempered by MetoKote's still modest scale, high customer and end market concentration, exposure to cyclicality especially in automotive end markets, and the need for capital to support InSite business. The developing outlook reflects the dependence of the rating direction on whether MetoKote is successful in either refinancing the term loan or extending its maturity before November 27, 2011. The CFR would be upgraded to B3 upon timely and successful completion of either extension or refinancing transaction. Conversely, the CFR would be downgraded if an extension or refinancing deal does not close before the current term loan maturity. These ratings/assessments have been affected: - $71 million senior secured term loan due 11/27/2013, assigned (P)B3 (LGD3, 33%); - $5 million senior secured revolver due 8/27/2013, assigned (P)B3 (LGD3, 33%); - Corporate Family Rating, affirmed Caa2; - Probability of Default Rating, affirmed Caa2; - $87 million (originally $94 million) senior secured term loan due 11/27/11, affirmed Caa2 (LGD3, 49%)*. *to be withdrawn after completion of refinancing transaction The principal methodology used in rating MetoKote Corporation was the Global Automotive Supplier 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. MetoKote Corporation provides outsourced industrial coating services to manufacturers in North America, Europe, and Brazil. The company offers solutions both within a customer facility or at one of the company's regional facilities. End markets served include automotive, heavy truck, agriculture, construction, metal furniture, appliances, and consumer products. For the trailing twelve-month period ended July 31, 2011, the company generated approximately $175 million of revenue. METRO-GOLDWYN-MAYER: Bankr. Court Won't Hear United Artists Deal ---------------------------------------------------------------- U.S. Bankruptcy Judge Stuart M. Bernstein on Monday refused to approve an agreement between Metro-Goldwyn-Mayer Studios Inc. and United Artists Production Finance LLC to buy about $11 million in UAPF debt relating to credit agreements with an MGM subsidiary, saying his court lacked jurisdiction. Keith Goldberg at Bankruptcy Law360 reports that Judge Bernstein said the purchase agreement came after he approved MGM's Chapter 11 restructuring plan in December, which meant that MGM was no longer under the protection of the bankruptcy court. Prior to the petition date, MGM owned a 62.5% stake in United Artists Entertainment LLC. New United Artists was formed "to develop and produce new theatrically released films under the New United Artists banner." It did not file for bankruptcy. A copy of Judge Bernstein's ruling is available at http://is.gd/61NMb1from Leagle.com. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro-Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro- Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, served as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP was the legal counsel. Moelis & Company was the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, was the Debtors' management service providers. In mid-December 2011, Metro-Goldwyn-Mayer Inc. restructuring became effective, with exit financing of $500 million in place. The Company's "pre-packaged" plan of reorganization was confirmed on December 2, 2010, by the Bankruptcy Court. MF GLOBAL: Has Access to Cash Collateral Until Nov. 14 ------------------------------------------------------ MF Global Holdings Ltd. and MF Global Finance USA Inc. have approximately $26 million in cash which may be cash collateral. As of Sept. 30, 2011, the Debtors have approximately $41,046,594,000 in total assets and $39,683,915,000 in total liabilities, which includes equity interests of MF Global Holdings Ltd., resulting in more than $1.3 billion in excess value. The Debtors seek authority from Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York to use the cash collateral securing their prepetition indebtedness. The Debtors aver that use of Cash Collateral is necessary for them to maintain sufficient liquidity so that they may continue to operate their businesses in the ordinary course during the Chapter 11 cases. The Debtors' access to the Cash Collateral is necessary to ensure that they have sufficient working capital and liquidity to operate their businesses and thus preserve and maintain the going concern value of the Debtors' estates, which, in turn, is integral to maximizing recoveries for the Debtors' stakeholders, Kenneth S. Ziman, Esq., at Skadden, Arps, Slate Meagher & Flom LLP, in New York, tells the Court. To the extent that use of the Cash Collateral results in any diminution of value in the Cash Collateral, JPMorgan Chase Bank, N.A., as administrative agent for the Liquidity Facility Lenders, will receive continuing, valid, binding, enforceable, and automatically perfected first priority postpetition security interests in, and liens on, all unencumbered property of the Debtors, including unencumbered security interests held by the Debtors. Specifically, the Conditional Adequate Protection Liens will (a) not include causes of actions held by the Debtors' estate under Chapter 5 of the Bankruptcy Code, and the proceeds thereof and (b) will be subject to a carve-out for (i) any fees owed to the United States Trustee and (ii) any accrued but unpaid professional fees as of the date upon which the Liquidity Facility Agent exercises any setoff right or other remedies, plus (iii) $4 million. JPMorgan Objects JPMorgan objects to the Debtors' request to use cash collateral and seeks these modifications to the Proposed Cash Collateral Order: (a) There should be a limit, on an interim basis, both in time and amount on the use of JPMorgan's cash collateral. Specifically, through November 11, 2011, the Debtors will be authorized to use cash collateral by and for the benefit of the Debtors in an agreed upon amount. Moreover, cash collateral should be expended during the interim period only to the extent the Debtors determine in good faith the expenditure is necessary to avoid irreparable harm to the estates. (b) A first priority lien on all of the Debtors' assets as adequate protection, without limitations or exclusions should be granted to JPMorgan. In particular, the Debtors should grant JPMorgan a first priority, senior lien on all unencumbered assets of the Debtors, including without limitation all causes of actions held by the Debtors' estate under Chapter 5 of the Bankruptcy Code, subject to the Carve-Out. The term "Carve-Out" will mean an amount equal to the sum of (i) any fees owed to the United States Trustee and (ii) allowed unpaid professional fees accruing during the interim period up to a maximum amount to be agreed upon. (c) A superpriority administrative expense claim against the Debtors for any use of cash collateral will be granted to JPMorgan. (d) The Debtors' use (or are deemed to use) any unencumbered cash on hand from time to time (including for purposes of the Carve-Out) before using any cash subject to the lien of JPMorgan. (e) Any otherwise unencumbered cash proceeds hereafter generated by the Debtors from the sale or disposition of property be used to replenish any cash collateral used by the Debtors. (f) JPMorgan's reasonable counsel and professional fees will be paid. (g) During the interim period, loans or transfers to any non Debtor affiliate of the Debtors of cash collateral without a further order of the Court or the written agreement of JPMorgan is prohibited. (h) The Debtors will use reasonable best efforts to deliver to JPMorgan (i) a reasonably detailed proposed budget to JPMorgan sufficiently in advance of any further request to use cash collateral and (ii) a schedule of all unencumbered assets owned by the Debtors. JPMorgan asserts that, for now, it is critical that the Debtors provide the maximum possible adequate protection under the circumstances to JPMorgan because JPMorgan's interests are at significant risk. JPMorgan complains that the Proposed Cash Collateral Order does not provide for appropriate protection in these circumstances and, as proposed, could allow the complete dissipation of JPMorgan's cash collateral. JPMorgan is represented by Peter V. Pantaleo, Esq. Sandy Qusba, Esq. Morris J. Massel, Esq. SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, New York 10017 Tel: (212) 455-2000 E-mail: ppantaleo@stblaw.com squsba@stblaw.com mmassel@stblaw.com Court Permits Interim Cash Use Judge Glenn granted, on an interim basis, the Debtors' request to use cash collateral until Nov. 14, 2011. The date may be extended by JPMorgan and upon the Debtors' delivery of a cash budget. The Debtors cannot use more than $8 million for ordinary course purposes during the Specified Period and the funds must not be used to fund (i) MF Global Inc., (ii) any foreign non-Debtor entity unless with the prior consent of JPMorgan and (iii) any other non-Debtor entity unless the Debtors determine in their good faith judgment that the funding is necessary to avoid irreparable harm to their estates, provided that the funds used will not exceed $5 million in the aggregate. Prior to using any Cash Collateral, the Debtors will use unencumbered cash. The $8 million limit will not apply in the event the Debtors have repaid all Cash Collateral used and have indefeasibly waived their rights to seek any further use of JPMorgan's Cash Collateral. An additional interim hearing on the Cash Collateral Motion will be held on Nov. 14, at 2:00 P.M. Objections to the Cash Collateral use on a permanent basis must be filed on or before Nov. 21. 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. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. 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. 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: SIPA Trustee Transfers 50,000 Customer Accounts ---------------------------------------------------------- James W. Giddens, as trustee for the liquidation of the business of MF Global Inc. under the Securities Investor Protection Act of 1970, sought and obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to transfer about 50,000 customer accounts to other clearing firms. On or about October 30, 2011, MFGI, a registered futures commission merchant, reported to regulators that a material shortfall appeared to exist in the amount of customer funds required to be segregated under the Commodities Exchange Act and the U.S. Commodity Futures Trading Commission regulations promulgated thereunder. Thereafter, MFGI's clearing privileges at major commodities clearing organizations, including the Chicago Mercantile Exchange, were suspended, and MFGI was put on "liquidation only" trading status. As a result of the apparent segregation violations and the suspension of clearing privileges, more than 150,000 customer accounts essentially were frozen on October 31, 2011, of which more than 50,000 accounts were regulated commodities customer accounts. The CME estimates that MFGI's current segregated funds requirement is approximately $5.45 billion. Moreover, the total amount of MFGI customer segregated funds on deposit at the CME is approximately $2.5 billion, and the clearing-level segregated collateral is approximately $1.5 billion or approximately 60% of the MFGI customer segregated funds on deposit at the CME. The Trustee argued that the Trustee has determined that the Account Transfers will contribute to the prompt satisfaction of customer claims and the orderly liquidation of MFGI. He asserted that without effecting the transfers, the positions are required to be liquidated promptly and in an orderly manner. The Trustee added that the customers' positions are required by Part 190 Regulations to be liquidated if they are not transferred to a transferee FCM before the close of business on November 4, 2011. "The liquidation of these customer commodity positions in all likelihood will negatively effect the net value to the customers and the markets in general," he says. However, only 60% of the accounts' assets can be transferred immediately, Stephen Harbeck, head of the Securities Investor Protection Corp., told The Wall Street Journal. In a statement released by the Trustee, the transfers will unfreeze accounts with a notional value of approximately $100 billion. Mr. Giddens is in talks with brokerages that may take over the accounts of customers or buy "pieces of the businesss," Linda Sandler of Bloomberg News said, citing Stephen Harbeck, president of the Securities Investor Protection Corp., which is overseeing the liquidation, in an interview. MF Global's customers may have to wait longer than the 10 days or so most retail brokerage customers of Lehman Brothers Inc. did after it collapsed in 2008, Mr. Harbeck said, according to Bloomberg. The trustee's team, Mr. Harbeck told Bloomberg, is in MF Global's offices in New York to examine the company's books and records. Rival brokerages lately have seen an influx of applications, according to The Wall Street Journal. Newedge Group told the Journal that it has been opening accounts for ex-MF Global clients and expanding lines of credit for existing clients with money locked up at the rival firm. Other brokers echoed Newedge's comments, but many faced difficulty getting traders back in the markets with funds still locked up at MF Global, the Journal related. Clearing firms aren't willing to let new clients trade through them unless they post new collateral, the report said. 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. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. 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. 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: Ex-CEO J. Corzine Hires Andrew Levander as Counsel ------------------------------------------------------------- MF Global Holdings Ltd. Chief Executive and former New Jersey Gov. Jon Corzine hired prominent white-collar defense lawyer Andrew Levander of Dechert LLP to represent him in cases that might stem from the securities firm's bankruptcy filing Monday, Aaron Lucchetti of The Wall Street Journal reported, citing people familiar with the matter. Mr. Levander may be reached at: Andrew Levander, Esq. DECHERT LLP 1095 Avenue of the Americas New York, NY 10036-6797 Tel: (212) 698-3683 Fax: (212) 698-3599 E-mail: andrew.levander@dechert.com Mr. Levander, who was hired in the past two days, has built up years of experience on high-profile Wall Street cases, the Journal noted. He represented outside directors of Lehman Brothers Holdings Inc., former Merrill Lynch CEO John Thain, and hedge-fund manager and philanthropist Ezra Merkin, who was sued over money he lost in the Ponzi scheme run by Bernard L. Madoff, the report related. A former assistant U.S. attorney in the Southern District of New York, Mr. Levander has also represented a variety of large banks and Wall Street firms, including Goldman Sachs Group Inc., J.P. Morgan Chase & Co., Morgan Stanley and the New York Stock Exchange, the Journal added. The Journal, citing Mr. Levander's online biography on Dechert's Web site, says his cases have dealt with stock-options backdating, brokerage failures and takeovers. The Journal said that in 2006, he negotiated a settlement for a large Austrian bank that was involved with Refco Inc., an MF Global competitor that filed for bankruptcy amid an accounting scandal in 2005. Mr. Levander became Dechert's chairman in July, giving him a top leadership role at the 900-lawyer firm, according to the Journal. Another law firm represents Mr. Corzine on employment issues, according to a person familiar with the matter, the report said. 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. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. 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. 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: Admits Using Client Funds, $600-Mil. Missing ------------------------------------------------------- MF Global Holdings Ltd. admitted to federal officials that client funds were tapped as the firm's financial troubles mounted, the Associated Press reported, citing an unidentified official close to the matter. The official spoke anonymously, the AP said, because he was not authorized to speak as the probe is in its preliminary stages. An unidentified MF Global executive made the admission to regulators in a phone call after they discovered money missing from client accounts, according to the AP. A lawyer with the Commodity Futures Trading Commission said MF Global has discovered a shortfall of segregated accounts of around $600 million, CNNMoney related. This, the lawyer said, is a preliminary figure that could increase, the report noted. The discrepancy, according to The Wall Street Journal, is about $900 million. At the Nov. 1 hearing before Bankruptcy Judge Martin Glenn, Bradley Abelow, MF Global's president and operations chief, declined to comment on reports about customer funds, the Journal related. A lawyer to the bankrupt broker said there is no shortfall and that the "discrepancy largely is the result of money stranded by banks and clearinghouses," the Journal added. MF Global could face civil penalties for the misuse of client funds, MarketWatch related. The CFTC has voted to issue subpoenas to the securities firm and the Federal Bureau of Investigation planned to examine whether the client funds are missing, the Journal said, citing people familiar with the situation. According to the Journal, the FBI's involvement marks an escalation in efforts by government officials to get to the bottom of what happened in the chaotic days before MF Global filed for Chapter 11. If the client funds are missing, FBI officials would then have to decide whether that constitutes a possible crime, the Journal said. CFTC officials have not launched a formal investigation into the matter but are considering doing so, according to people familiar with the situation, the Journal said. MF GLOBAL: London Unit In Administration, KPMG on Board ------------------------------------------------------- MF Global's unit in London was placed into administration after the parent company filed for bankruptcy Monday. KPMG was appointed administrator of the U.K. arm, according to BBC. BBC said at least 700 jobs are at risk in London after the arm went into administration. Weil, Gotshal & Manges and British firm Ashurst are advising on the U.K. administration, The American Lawyer reported. "Against the backdrop of challenging market conditions and the euro-zone crisis, the financial position of MF Global UK has significantly deteriorated in recent weeks," said a statement by Richard Fleming, a joint special administrator and head of KPMG's U.K. restructuring unit, The American Lawyer related. "Following the filing for Chapter 11 by MF Global Holdings USA Inc., it would not be viable to operate MF Global UK Ltd on a stand-alone basis." The American Lawyer related that two former Jones Day restructuring partners lured away from the firm's London office this year are leading a Weil team representing KPMG on the administration of MF Global's U.K. units. London-based restructuring head Adam Plainer, who left Jones Day for Weil in January, and restructuring partner Paul Bromfield, who made the leap in September, are advising KPMG, The American Lawyer noted, citing Legal Week. Mr. Plainer said the case "is a truly groundbreaking case as it is the first time the new special administration regime has been used," The American Lawyer related, further citing Legal Week. "The administrators will be working closely with the FSA who have extensive powers under the new legislation." Other Weil partners working on the matter include London office managing partner Michael Francies, finance and restructuring partner Dominic McCahill, and structured finance and derivatives partner Steven Ong, the report noted. Legal Week reported that barristers Martin Pascoe, Daniel Bayfield, and Glen Davis from London-based South Square are advising both KPMG and the FSA on the U.K. administration of MF Global. The FSA has turned to an Ashurst team for advice on managing the MF Global administration. The Ashurst team, according to The American Lawyer, includes London-based litigation chief Edward Sparrow, restructuring and insolvency partner Giles Boothman, and regulatory partner Rob Moulton. Legal Week reported that the new special administration rules, which went into effect in February, will determine whether MF Global's U.K. units can continue as a going concern or will be liquidated in order to return assets to clients and creditors, the American Lawyer said. Weil Gotshal's London team can be reached at: Adam B. Plainer, Esq. Paul G. Bromfield, Esq. Michael Francies, Esq. Dominic MacCahill, Esq. Steven Ong, Esq. WEIL, GOTSHAL & MANGES LLP 110 Fetter Lane London, EC4A 1AY Tel: +44 20 7903 1000 Fax: +44 20 7903 0990 E-mail: adam.plainer@weil.com paul.bromfield@weil.com michael.francies@weil.com dominic.mccahill@weil.com steven.ong@weil.com Ashurst can be reached at: Edward Sparrow, Esq. Giles Boothman, Esq. Rob Moulton, Esq. ASHURST Broadwalk House 5 Appold Street London EC2A 2HA UK Tel: +44 (0)20 7638 1111 Fax: +44 (0)20 7638 1112 E-mail: edward.sparrow@ashurst.com giles.boothman@ashurst.com rob.moulton@ashurst.com South Square can be reached at: Martin Pascoe QC Daniel Bayfield, Esq. Glen Davis QC SOUTH SQUARE 3-4 South Square Gray's Inn London WC1R 5HP, UK Tel: National: 020 7696 9900 International: +44 20 7696 9900 Fax: National: 020 7696 9911 International: +44 20 7696 9911 E-mail: martinpascoe@southsquare.com danielbayfield@southsquare.com glendavis@southsquare.com 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. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. 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. 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: Aussie Units in Administration, Deloitte In ------------------------------------------------------- The Australian Securities and Investments Commission said in a statement dated Nov. 1 that MF Global's units in Australia were placed into administration. Insolvency firm Deloitte has been appointed administrator to the MF Global group in Australia. The ASIC noted that trading activity of equities under MF Global Securities Limited, futures trading under MF Global Australia Limited have halted. MF Global Australia Limited is also in administration. ASX Clear Futures has advised ASIC that MF Global UK Limited has been put into an event of Default. MF Global UK Limited has also entered the Special Administration Regime in the UK. ASX 24 has advised ASIC that Grain Futures will not open and Wool Futures have been suspended to preserve the integrity of the market. ASX spokesman Matthew Gibbs said the exchange had suspended trade in the small grain and wool futures markets, where MF Global held relatively large positions, The Sydney Morning Herald reported. Deloitte partner Chris Campbell told SMH in a separate interview that his firm is commencing a process to reconcile all client positions as at the date of the firm's appointment to determine monies owed to each client. The process, Mr. Campbell added, will include the necessary close-out of most, if not all client positions, in the books of the companies. This statement though was refuted by Mr. Gibbs as incorrect. Mr. Gibbs told SMH that ASX is managing its exposures and working through the impact of the suspensions. According to SMH, clients of Commonwealth Bank's CommSec business, Westpac and ANZ's E*TRADE were affected by margin calls, with MF Global increasing its margin on CFDs to a minimum of 25% on Monday. CommSec, the report said, suspended its over-the-counter CFD business on Tuesday, which affected a small number of clients. It is working to close out all open client positions in an orderly manner and its ASX CFD business has not been affected, a CBA spokeswoman said, according to SMH. MF Global is the only CFD option on Westpac Online's investing platform but fewer than 100 clients have exposures, a Westpac spokesman told SMH. An ANZ spokesman told SMH that less than one per cent of E*TRADE's clients trade CFDs and any margin calls were issued by MF Global directly. 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. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. 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. 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: Brower Piven Files Class Action Lawsuit -------------------------------------------------- The law firm of Brower Piven, A Professional Corporation, has filed a securities class action lawsuit on behalf of shareholders who purchased or otherwise acquired the common stock of MF Global Holdings Ltd.; formerly between May 20, 2011 through October 28, 2011, inclusive. The case captioned DeAngelis v. Corzine, et al. is pending in the United States District Court for the Southern District of New York, Case No. 11 CV 7866, against Defendants Jon S. Corzine, Henri J. Steenkamp, Bradley I. Abelow and Michael G. Stockman. If you have suffered a net loss for all transactions in MF Global common stock during the Class Period, you may obtain additional information about this lawsuit and your ability to become a lead plaintiff by contacting Brower Piven at www.browerpiven.com, by email at hoffman@browerpiven.com, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. No class has yet been certified in the above action. Members of the Class will be represented by the lead plaintiff and counsel chosen by the lead plaintiff. If you wish to choose counsel to represent you and the Class, you must apply to be appointed lead plaintiff no later than January 2, 2012 and be selected by the Court. The lead plaintiff will direct the litigation and participate in important decisions including whether to accept a settlement and how much of a settlement to accept for the Class in the action. The lead plaintiff will be selected from among applicants claiming the largest loss from investment in the Company during the Class Period. You are not required to have sold your shares to seek damages or to serve as a Lead Plaintiff. The complaint accuses the defendants of violations of the Securities Exchange Act of 1934 by virtue of the Company's failure to disclose during the Class Period that the Company was suffering from serious liquidity pressures based on its exposure to the European debt crisis, that the Company's internal controls were highly deficient such that it was unable to clearly segregate clients' funds, and that its true risk profile would inevitably lead to a credit rating downgrade. According to the complaint, after, on Oct. 24, 2011, Moody's cut the Company's rating to near junk status, and after, on Oct. 27, 2011, Moody's and Fitch cut MF Global's credit rating to junk status followed by the threat of similar action by S&P, the value of MF Global shares declined significantly. As indicated in the complaint, attempts to spin off the Company's futures trading business failed and, on Oct. 31, 2011, MF Global filed for Chapter 11 bankruptcy protection in United States Bankruptcy Court in New York, causing the New York Stock Exchange to suspend trading in the Company's stock and to de-list its shares. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class. 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) MGM RESORTS: Incurs $106.5 Million Net Loss in Third Quarter ------------------------------------------------------------ MGM Resorts International reported a net loss of $106.57 million on $2.23 billion of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $317.99 million on $1.56 billion of revenue for the same period during the prior year. The Company also reported net income of $3.25 billion on $5.55 billion of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $1.29 billion on $4.58 billion of revenue for the same period during the prior year. The Company reported a net loss of $1.44 billion on $6.01 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.29 billion on $5.97 billion of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $27.85 billion in total assets, $17.91 billion in total liabilities and $9.94 million in total equity. "Our results show the inherent operating leverage in our business as this quarter represents the third consecutive quarter of year- over-year revenue, Adjusted Property EBITDA and Adjusted Property EBITDA margin growth for our wholly owned domestic resorts. Our forward booking trends remain strong both for our consumer retail segments and corporate events," said Jim Murren, MGM Resorts International Chairman and CEO. "MGM China's operating trends continue to improve with cash flow before branding fees increasing approximately 80% year-over-year. We are extremely pleased with our Cotai development plans while at the same time have some exciting expansion opportunities within our existing MGM Macau property." A full-text copy of the press release is available for free at: http://is.gd/2KFRR1 About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. * * * As reported by the Troubled Company Reporter on Oct. 18, 2010, Standard & Poor's Ratings Services revised its rating outlook on MGM Resorts to stable from developing. At the same time, S&P affirmed all of its existing ratings on MGM, including the 'CCC+' corporate credit rating. The 'CCC+' corporate credit rating reflects MGM's significant debt burden, S&P's expectation for meaningful declines in cash flow generation in 2010, and the company's weak liquidity position. While MGM maintains a leading presence on the Las Vegas Strip, 2010 will be another challenging year for the Strip, and prospects for a meaningful rebound in 2011 are uncertain. The recent pricing of the primary offering of common stock has bolstered liquidity; however, the company's ability to weather the current downturn and continue to service its debt obligations over the longer term relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation. As reported by the TCR on March 4, 2011, Moody's upgraded MGM Resorts International's Corporate Family rating to B3 and its Probability of Default rating to Caa1. The upgrade reflects signs of modest improvement in demand trends in Las Vegas, debt repayment during 2010 from the proceeds of equity issuances, and completion of a new multi-year financing package for CityCenter (MGM's 50% owned project on the Las Vegas Strip.) The TCR reported on Oct. 18, 2011, that Fitch Ratings upgrades MGM Resorts International's (MGM Resorts; Issuer Default Rating (IDR) to 'B-' from 'CCC'. Fitch also assigns an IDR of 'B-' to CityCenter Holdings, LLC (CityCenter) and an IDR of 'B+' to MGM Grand Paradise, S.A. (MGM Grand Paradise). The 'B-' IDRs for MGM Resorts and CityCenter indicates that material credit risk remains present given their high leverage, but there is a limited margin of safety. MONEYGRAM INT'L: Files Form 10-Q, Posts $15.8MM Net Income in Q3 ---------------------------------------------------------------- MoneyGram International, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $15.83 million on $321.94 million of total revenue for the three months ended Sept. 30, 2011, compared with net income of $9.98 million on $292.88 million of total revenue for the same period during the prior year. The Company also reported net income of $56.28 million on $925.92 million of total revenue for the nine months ended Sept. 30, 2011, compared with net income of $27.64 million on $863.28 million of total revenue for the same period a year ago. 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. A full-text copy of the Form 10-Q is available for free at: http://is.gd/aKVj6I 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. * * * 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. MONTIE'S RESOURCES: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Montie's Resources, LLC 517 Parkside Road London, KY 40741 Bankruptcy Case No.: 11-61482 Chapter 11 Petition Date: November 5, 2011 Court: U.S. Bankruptcy Court Eastern District of Kentucky (London) Debtor's Counsel: Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC 200 N. Upper Street Lexington, KY 40507 Tel: (859) 231-5800 E-mail: dlangdon@dlgfirm.com - and ? Gregory A. Napier, Esq. TROUTMAN & NAPIER, PLLC 4740 Firebrook Boulevard Lexington, KY 40513 Tel: (859) 253-0991 Fax: (888) 877-1147 E-mail: gnapier@troutmannapier.com - and ? J. Wesley Harned, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper Street Lexington, KY 40507 Tel: (859) 231-5800 E-mail: wharned@dlgfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company?s list of its 13 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/kyeb11-61482.pdf The petition was signed by Bart Montanari, president. NATIONAL HEALING: S&P Assigns Prelim. 'B' Corp. Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B' corporate credit rating to Boca Raton, Florida-based National Healing Corp. The rating outlook is stable. "At the same time, we assigned our preliminary 'B+' credit rating to the company's proposed $30 million revolving credit facility and $250 million first-lien term loan, one notch above the corporate credit rating, and our preliminary '2' recovery rating, indicating our expectation for substantial (70% to 90%) recovery of principal in the event of payment default," S&P said. "We also assigned our preliminary 'CCC+' credit rating, two notches below the corporate credit rating, and preliminary '6' recovery rating, indicating our expectation for negligible (0 to 10%) recovery of principal in the event of payment default, to the company's proposed $75 million second-lien term loan," S&P related. The low speculative-grade rating on Boca Raton, Fla.-based National Healing Corp. (NH) reflects the company's highly leveraged financial risk profile, the near-term risks of integrating a very large acquisition, longer-term concerns about hospitals' outsourcing of wound care, and the risk that hospitals, now struggling to rein in costs, may impose less lucrative contract terms on NH. "We characterize the company's business risk profile as vulnerable," S&P said. NAVISTAR INT'L: Carl Icahn Discloses 9.9% Equity Stake ------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Carl C. Icahn and his affiliates disclosed that they beneficially own 7,251,426 shares of common stock of Navistar International Corporation representing 9.99% of the shares outstanding. As previously reported, Mr. Icahn and his affiliates disclosed beneficial ownership of 7,111,426 shares of common stock of the Company or 9.80%. A full-text copy of the amended Schedule 13D is available for free at http://is.gd/mSJMbS About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at July 31, 2011, showed $11.17 billion in total assets, $10.42 billion in total liabilities, $5 million in redeemable equity securities and $752 million in total stockholders' equity. * * * Navistar has a 'BB-/Stable/--' corporate credit rating from Standard & Poor's and a 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in October 2010 that Navistar's B1 rating could improve if the North American truck market remains on track for a sustained recovery into 2011, and Navistar's operational initiatives to moderate its vulnerability to the truck cycle show evidence of taking hold. NETWORK SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Herndon, Va.-headquartered Web-based service provider Network Solutions LLC, following its acquisition by Web.com Group Inc. Acquisition consideration was approximately $405 million of cash and 18 million shares of Web.com stock, including the repayment of Network Solutions debt. The acquisition was completed on Oct. 27, 2011. "We removed the rating from CreditWatch, where it was placed with negative implications on Aug. 5, 2011. We affirmed the corporate credit rating at 'B'--the same level as our preliminary rating on Web.com Group. Subsequent to this action, we withdrew all of our ratings on Network Solutions," S&P said. NEW ERA: Chapter 11 Trustee Seeks Case Conversion to Chapter 7 -------------------------------------------------------------- Lowell Cage, the Chapter 11 trustee of the bankruptcy estate of New Era Hospitality, Inc., asks the bankruptcy judge to convert the Chapter 11 case of New Era Hospitality be converted to a case under Chapter 7 of the Bankruptcy Code. Mr. Cage notes that the only property of the Debtor's estate was real property located at 801 St. Joseph Parkway in Houston, Texas. The secured creditor obtained relief from the automatic stay and foreclosed on the property. Since the Debtor owns no assets, Mr. Cage believes that there is no possibility of a successful reorganization and there is no business to reorganize. The Chapter 11 Trustee believes that its duties can more effectively and efficiently be performed in the context of a Chapter 7 case. The Chapter 11 Trustee is represented by: Elizabeth Medley CAGE, HILL & NIEHAUS, L.L.P. 5851 San Felipe, Suite 950 Houston, Texas 77057 Tel: (713) 789-0500 Houston, Texas-based New Era Hospitality Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 11-36492) on July 30, 2011, to avoid foreclosure of its hotel property at 801 St. Joseph Parkway. Money woes stalled its hotel construction plans. Judge Karen K. Brown presides over the case. Samuel L. Milledge, Esq., Milledge Law Firm, P.C., represents the Debtor. The Debtor disclosed $14,000,000 in assets, and $4,213,828 in debts. On Oct. 5, 2011, Lowell Cage was appointed the Chapter 11 Trustee of the case. NORBORD INC.: DBRS Confirms Issuer Rating at 'BB' ------------------------------------------------- DBRS has confirmed the Issuer Rating of Norbord Inc. (Norbord or the Company) at BB (low), and the trend is Stable. The confirmation reflects the fact that the Company has performed as expected. Although the financial profile is weak, the current rating continues to be supported by Norbord's solid business profile as a leading and low-cost producer of oriented strand board (OSB) in North America and the implied support from Brookfield Asset Management Inc. (BAM, rated A (low) by DBRS), Norbord's majority owner. Moreover, the Company is well positioned to reap the benefits of the eventual recovery in the U.S. construction industry. DBRS has downgraded the recovery rating of Norbord from RR2 to RR3 to reflect the expectation of lower recovery, solely due to a lower estimate of Norbord's enterprise value and higher debt at default. DBRS has reduced the Company's enterprise value, taking into consideration recent weak performances at Norbord and lingering weak industry conditions. With a revised recovery of RR3, the Secured Debentures and Senior Secured Notes (secured debts) will only be one notch higher than the Issuer Rating. The secured debts have been downgraded to BB from BB (high). DBRS expects Norbord to report a moderate year-over-year decline in 2011 operating performance due to a continuing weak U.S. housing market and some one-off conditions that boosted product prices and results in 2010. As expected, residential construction activities in the U.S. remained subdued through the first nine months in 2011, and OSB prices came under pressure. In addition, higher input costs (fibre, resin and energy) further added to margin pressure. Norbord was near break-even on an EBIT basis for the first nine months in 2011, despite benefits from the margin improvement program (MIP) and better results from its European operations. Weaker performance in 2011 has pushed the key credit metrics to below the current rating range. However, DBRS notes that the current rating is still appropriate for the following reasons: (1) The Company has a solid business profile as a leader and a low-cost producer of OSB in North America. Recent progress made in the MIP to lower costs and improve productivity further solidifies its leading position. DBRS believes that the worst is over for the construction industry in this cycle, although the timing of an eventual upturn is uncertain. Moreover, the Company is well positioned to benefit when the industry recovers. (2) Potential support from BAM, the Company's majority owner, would help Norbord overcome financial stress through the current downturn. This is demonstrated by a recent commitment by BAM to provide a $120 million standby loan to Norbord to repay maturing debt in 2012, subject to certain conditions, if necessary. (3) The Company has ample liquidity to weather the current weak conditions in the construction industry and has no refinancing risk even though the $240 million of Senior Debentures matures on July 1, 2012. The Company has amended its $270 million bank facility, allowing it to use $120 million for debt repayment. Together with the $120 million BAM commitment, the Company has sufficient cash to pay off the maturing debentures. This has mitigated the refinancing risk in case conditions in the capital markets are not favourable. Additionally, the Company has ample liquidity (cash on hand and unused bank facility totaling $317 million at the end of September 2011) to fund its operating needs. The North American OSB market has stabilized in terms of supply and demand, which is illustrated by the stabilization of OSB prices after the 2010 price spike. OSB prices have been relatively stable for the last five quarters and are expected to remain relatively stable going forward as ongoing industry curtailments have helped bring supply in closer balance with demand. However, residential construction is expected to remain near current levels, and a meaningful upturn is not expected until late 2012 at the earliest. As a result, Norbord's earnings in the next 12-month period are expected to remain near 2011 levels, while credit metrics are expected to slightly improve based on the assumptions that (1) capex will be maintained at conservative levels and (2) operating working capital will remain tightly managed. Pursuant to the rating methodology for leveraged finance, DBRS has created a default scenario for Norbord in order to analyze when and under what circumstances a default could hypothetically occur and the potential recovery of the Company's debt in the event of such a default. The scenario assumes that the Company is able to refinance the $240 million of Secured Debentures on similar terms in early 2012. Additionally, the scenario assumes that the U.S. economy fails to recover and falls into a recession in early 2013. This would lead to continued deterioration in the demand for building products. Under this scenario, the Company would exhaust its liquidity in late 2013. DBRS has determined Norbord's estimated value at default using an EBITDA multiple valuation approach, consistent with a view that default would likely result in the restructuring and/or recapitalization of the assets with value as a going concern versus the sale of its individual assets. EBITDA multiples utilized are applied to cyclically normalized EBITDA at default as opposed to the actual low EBITDA values expected at the time of default, reflecting the forward-looking nature of the valuation. The valuation considers the issuer and the specific debt instruments, allocating value proceeds accordingly. Based on the default scenario above, the secured debts would have recovery estimated between 50% and 70%, which aligns with a recovery rating of RR3. Therefore, the instrument rating of the secured debts is BB, one notch higher than the Issuer Rating. NORTH CENTRAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: North Central Florida YMCA, Inc. 5201 NW 34th Street Gainesville, FL 32605 Bankruptcy Case No.: 11-10535 Chapter 11 Petition Date: November 5, 2011 Court: U.S. Bankruptcy Court Northern District of Florida (Gainesville) Debtor's Counsel: Seldon J. Childers, Esq. CHILDERSLAW, LLC 1330 NW 6th Street, Suite C Gainesville, FL 32601 Tel: (866) 996-6104 Fax: (407) 209-3870 E-mail: jchilders@smartbizlaw.com Scheduled Assets: $4,079,347 Scheduled Debts: $5,618,942 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flnb11-10535.pdf The petition was signed by Harold Cook, interim CEO. NORTHCORE TECHNOLOGIES: To Release Q3 Results on Nov. 9 ------------------------------------------------------- Northcore Technologies Inc. is scheduled to release its financial results for the third quarter of 2011 on Wednesday, November 9 following the close of the markets. The Company will hold a conference call at 10:00 a.m. (Eastern) on Thursday, November 10 to discuss its financial results and review operational activities. Investors and followers of Northcore are invited to listen to the call live over the Internet on the Company's website at www.northcore.com/events.html. About Northcore Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. Northcore reported a net loss for the first quarter of C$574,000. This compares with a net loss of C$677,000 in the fourth quarter of 2010. In the first quarter of 2010, Northcore reported a net loss of $713,000. Northcore reported consolidated revenues of C$183,000 for the first quarter, an increase of 4% over the C$176,000 reported in the fourth quarter of 2010. In the same period of 2010, Northcore reported consolidated revenues of C$150,000. Certain adverse conditions and events cast substantial doubt upon the ability of the Company to continue as a going concern, the Company said in the filing. "The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations." The Company's balance sheet at June 30, 2011, showed C$1.39 million in total assets, C$1.33 million in total liabilities and C$61,000 in total shareholders' equity. NPS PHARMACEUTICALS: Incurs $12.3 Million Net Loss in Q3 -------------------------------------------------------- NPS Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $12.35 million on $24.60 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $15.69 million on $21.05 million of total revenues for the same period during the prior year. The Company also reported a net loss of $27.63 million on $75.38 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $25.04 million on $65.37 million of total revenues for the same period a year ago. The Company reported a consolidated net loss of $31.44 million on $89.41 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.86 million on $84.15 million of total revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $237.44 million in total assets, $276 million in total liabilities and a $38.56 million total stockholders' deficit. "This is an exciting time for NPS as we prepare to deliver two key milestones before the end of this year -- reporting top-line data from our REPLACE study for NPSP558 in hypoparathyroidism and submitting the remaining sections of our New Drug Application (NDA) for GATTEX in short bowel syndrome," said Francois Nader, MD, president and chief executive officer of NPS Pharmaceuticals, Inc. "We are also pleased that we added two early clinical-stage calcilytic compounds to our pipeline -- NPSP790 and NPSP795 -- and we are eager to assess their potential in rare endocrine disorders like ADHH." A full-text copy of the Form 10-Q is available for free at: http://is.gd/0uFkIE About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it has not been profitable since its inception in 1986. As of Dec. 31, 2009, it had an accumulated deficit of $922.7 million. "Currently, we are not a self-sustaining business and certain economic, operational and strategic factors may require us to secure additional funds." The Company though believes its existing capital resources at Dec. 31, 2009, along with the receipt of $38.4 million from the sale of its REGPARA royalty stream, should be sufficient to fund its current and planned operations through at least Jan. 1, 2011. NUTRITION 21: Asset Sale Approved; Shareholders May Get Nothing --------------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved Nutrition 21's motion to sell all or substantially all of the Debtors' assets under Section 363 of the Bankruptcy Code under the terms of an asset purchase agreement -- dated Oct. 7, 2011 and amended Nov. 1, 2011 -- between the Company; Nutrition 21, LLC and N21 Acquisition Holding, LLC, as purchaser. According to BankruptcyData, the amended asset sale agreement provides that the Purchaser will purchase substantially all of the Company's assets and assume certain obligations associated with the purchased assets for $7.3 million. The Court order approving the sale includes a reserved decision on the assumption and assignment by N21 LLC of a certain license and supply agreement between Probioferm, LLC; Probiohealth, LLC and N21 LLC. BankruptcyData reports the Company intends to file a liquidating plan of reorganization with the Court and does not expect to have cash available for distributions to holders of the Company's common stock. 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 reported a net loss of $2.97 million on $6.68 million of revenues for fiscal year 2011, compared with a net loss of $3.66 million on $8.76 million of revenues for fiscal year 2010. The Company's balance sheet at June 30, 2011, showed $3.46 million in total assets, $18.07 million in total debts, and stockholders' deficit of $14.60 million. OLIN CORP: S&P Raises Corporate Credit Rating to 'BB' ----------------------------------------------------- Standard and Poor's Ratings Services raised its ratings, including raising the corporate credit rating to 'BB' from 'BB-', on Clayton, Mo.-based Olin Corp. "At the same time, we removed all ratings from CreditWatch, where we placed them with positive implications on Sept. 2, 2011. The outlook is positive," S&P related. "The upgrade reflects the improvements in Olin's profitability over the past year as well as our expectation that the company will continue to strengthen credit measures over the coming quarters," said Standard & Poor's credit analyst Ket Gondha. "While we remain cautious regarding the macroeconomic outlook, we believe supply and demand dynamics should remain favorable. Further supporting our view on Olin's credit quality is its continued progress in generating a greater share of earnings from downstream products that exhibit less volatility than caustic soda and chlorine. We also expect Olin to remain prudent in managing liquidity as it reduces costs and improves operating efficiency, including transitioning production assets away from outdated mercury-based technologies." The ratings on Olin reflect its fair business risk profile and considerable cyclicality of earnings stemming from its large chlor-alkali operations -- about 70% of total revenues. "Tempering these negative factors are Olin's market positions in the chlor- alkali industry, good profitability, adequate liquidity, and our expectation of management's financial prudence toward acquisitions and use of debt leverage," S&P said. Olin's manufacturing operations are concentrated in two business segments, chlor-alkali products and ammunition (through its Winchester unit), that together generate annual revenues of more than $1.9 billion. Olin is the third-largest producer of chlor- alkali in the fragmented North American market and also the largest producer of industrial bleach in North America. The pricing of bleach is typically quite higher than the chlor-alkali electrochemical unit (ECU) and is less cyclical than ECU pricing (chlorine and caustic soda are produced simultaneously and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda; this is referred to as an ECU). The outlook is positive. Olin's operating results steadily improved as ECU prices recovered with demand and Winchester's earnings remained above expectations due to new contract wins. "Although economic conditions and ECU prices could fluctuate, the current ratings incorporate our expectation that Olin will proactively maintain liquidity and covenant cushions at appropriate levels," S&P said. "If macroeconomic conditions remain in their current low-growth trajectory, we expect Olin's earnings growth and improving free operating cash flow to continue for the next few quarters," Mr. Gondha continued. "In this case, we would consider an upgrade in the next year, for instance, if revenues improve by 5% and margins increase 75 basis points, resulting in FFO to debt consistently maintained around 30% to 40%. To support higher ratings, we would also expect Olin to manage its liquidity, debt maturities, and cash outlays in a way that supports credit quality. Nonetheless, Olin's earnings are greatly exposed to commodity markets that are subject to changes in economic conditions and to the balance between supply and demand for its key products -- which constrains credit quality prospects. We could revise the outlook to stable if the U.S. economy falls into recession, demand slackens, ECU pricing drops, or if credit measures do not improve as we anticipated," S&P said. ON THE JOB: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: On The Job Sports Cafe, LLC dba Jacksonville Catering Jacksonville Cafe 325 Grand Street Paterson, NJ 07505 Bankruptcy Case No.: 11-41601 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Melinda D. Middlebrooks, Esq. MIDDLEBROOKS SHAPIRO & NACHBAR, P.C. 1767 Morris Avenue, Suite 2A Union, NJ 07083 Tel: (908) 687-6161 Fax: (908) 687-9090 E-mail: middlebrooks@middlebrooksshapiro.com Estimated Assets: $500,001 to $1,000,000 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 W. Jackson, managing partner. OPEN RANGE: Section 341(a) Meeting Scheduled for Nov. 22 -------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in Open Range Communications Inc.'s Chapter 11 case on Nov. 22, 2011, at 1:00 p.m. (prevailing Eastern Time). The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Fifth Floor, Room 2112, Wilmington, Delaware This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About 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 listed 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. FTI Consulting, Inc., will provide a chief restructuring officer, Michael E. Katzenstein; an associate chief restructuring officer, Chris Lewand; and hourly temporary staff. The petition was signed by Chris Edwards, chief financial officer. Roberta A. DeAngelis, the United States Trustee for Region 3, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Open Range Communications Inc. OPEN RANGE: Committee Retains Polsinelli Shughart as Counsel ------------------------------------------------------------ Open Range Communications Inc.'s official committee of unsecured creditors asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain Polsinelli Shughart as counsel. Upon retention, the firm will, among other things: a. provide legal advice with respect to the powers and duties available to the Creditors' Committee, an official committee appointed under section 1102 of the Bankruptcy Code; b. assist in the investigation of the acts, conduct, assets, liabilities and financial conditions of the Debtor, the operation for the Debtor's business, and any other matter relevant to this case or to the formation of a plan or plans of reorganization or liquidation; and c. prepare on behalf of the Creditors' Committee necessary applications, motions, complaints, answers, orders, agreements and other legal papers. The primary attorneys and paralegals expected to represent the Creditors' Committee and their respective hourly rates: Personnel Rates --------- ----- Christopher A. Ward (Shareholder) $440 Justin K. Edelson (Associate) $275 Lindsey M. Suprum (Paralegal) $190 Other personnel of the firm will be paid at these rates: Personnel Rates --------- ----- Shareholder $250-$475 Associate $175-$295 Paralegal $75-$200 Christopher A. Ward, Esq., a shareholder of Polsinelli Shughart, attests that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. 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 listed 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. NHB Advisors Inc. serves as the official unsecured committee's financial advisor. The petition was signed by Chris Edwards, chief financial officer. OPEN RANGE: Committee Retains NHB Advisors as Financial Advisor --------------------------------------------------------------- Open Range Communications Inc.'s official committee of unsecured creditors asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain NHB Advisors Inc. as financial advisor. Upon retention, the firm will, among other things: a. review and analyze the business, management, operations, properties, financial conditions, and prospects of the Debtor; b. review and analyze historical financial performance, and transactions between and among the Debtor, its creditors, affiliates, and other entities; and c. review the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization. The primary members expected to represent the Creditors' Committee and their respective hourly rates: Personnel Rates --------- ----- Edward T. Gavin, CTP $550 Ross Waetzman, CIRA $400 Hourly rates for the firm's principals, advisors, and associates range from $250 to $600 per hour. Edward T. Gavin, a principal at NHB Advisors, attests that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. 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 listed 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. Polsinelli Shughart serves as the Creditors' Committee counsel. The petition was signed by Chris Edwards, chief financial officer. OPTIMUMBANK HOLDINGS: Officers/Directors Buy 4.7MM Common Shares ---------------------------------------------------------------- OptimumBank Holdings, Inc., previously reported, among other items, the completion by the Company on Oct. 27, 2011, of an $8.3 million common stock offering in a private placement to individual accredited investors, including approximately $1.9 million to members of its Board of Directors. The Private Placement consisted of the sale of 20,639,250 shares of common stock at $.40 per share. As part of the Private Placement, certain executive officers and directors of the Company purchased 4,715,000 Common Shares, amounting to $1,886,000, under identical terms as other investors in the Private Placement, including the $.40 per share price paid by Other Purchasers. The terms of the sales to, and purchases by, the Related Parties are contained in separate but substantially identical subscription agreements. The Related Party Subscription Agreements contain customary representations and warranties by the Company, and terms substantially identical to the subscription agreements entered into by Other Purchasers, including registration rights for the Common Shares as previously described in the Report. About OptimumBank Holdings Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. The Bank's wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, all of which were formed in 2009. OB Real Estate Management, LLC, is primarily engaged in managing foreclosed real estate. OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, hold and dispose of foreclosed real estate. OptimumBank is currently operating under a Consent Order issued by the Federal Deposit Insurance Corporation ("FDIC") and the State of Florida Office of Financial ("OFR"), effective as of April 16, 2010. As of Sept. 30, 2010, the Bank was considered "undercapitalized" under these FDIC requirements. As an "undercapitalized" institution, the Bank is subject to restrictions on capital distributions, payment of management fees, asset growth and the acceptance, renewal or rollover of brokered and high-rate deposits. In addition, the Bank must obtain prior approval of the FDIC prior to acquiring any interest in any company or insured depository institution, establishing or acquiring any additional branch office, or engaging in any new line of business. "The Bank [OptimumBank] has experienced recent and continuing increases in nonperforming assets, declining net interest margin, increases in provisions for loan losses, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital which raise substantial doubt about the Bank's ability to continue as a going concern," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. The Company's balance sheet at June 30, 2011, showed $176.15 million in total assets, $177.32 million in total liabilities, and a $1.16 million total stockholders' deficit. The Company reported a net loss of $8.45 million on $8.78 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $11.48 million on $14.00 million of total interest income during the prior year. The Company's continuing high levels of nonperforming assets, declining net interest margin, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital raise substantial doubt about the Company's ability to continue as a going concern. Moreover, as reported by the TCR on April 20, 2011, Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the Company's operating and capital requirements, along with recurring losses raise substantial doubt about its ability to continue as a going concern. OXLEY DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Oxley Development Company, LLC 295 West Laurel Bluff Road Kingsland, GA 31548 Bankruptcy Case No.: 11-21338 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Southern District of Georgia (Brunswick) Debtor's Counsel: William S. Orange-LPO, III, Esq. 1419 Newcastle Street Brunswick, GA 31520 Tel: (912) 267-9272 Fax: (912) 267-7595 E-mail: orangelaw@bellsouth.net Scheduled Assets: $125,700,000 Scheduled Debts: $61,289,500 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb11-21338.pdf The petition was signed by Carl M. Drury, III, managing member. PARTNERS MUTUAL: A.M. Best Places 'C++' FSR Under Review -------------------------------------------------------- A.M. Best Co. has placed under review with positive implications the financial strength rating (FSR) of C++ (Marginal) and issuer credit rating (ICR) of "b" of Partners Mutual Insurance Company (Partners) (Waukesha, WI), following the recent announcement by Pennsylvania National Mutual Casualty Insurance Company (Penn National) (Harrisburg, PA) that it has executed a definitive agreement to affiliate with Partners. Subsequent to the planned affiliation, Partners is expected to be added into Penn National's current pooling agreement and become a member of the pool, effective January 1, 2012. Currently, Penn National and its members have an FSR of A- (Excellent) and ICRs of "a-" with a stable outlook. The transaction is expected to close by year-end 2011, pending customary closing conditions and approval by regulatory authorities. Partners' ratings will be removed from under review following the addition of the company to Penn National's pool and A.M. Best's discussions with management. Partners, a regional property/casualty insurance company, will continue to operate as a separate entity writing commercial and personal lines in Wisconsin, Michigan and Iowa. Partners will be joining a larger, more diversified insurance group, which will result in greater economies of scale and product enhancements for the company. PATRICIA KLUGE: Dec. 7 & Jan. 25 Auctions Proposed -------------------------------------------------- William F. Schneider, the trustee in the joint Chapter 7 bankruptcy case of socialite Patricia Maureen Kluge and her third husband, William Jay Moses, seeks to sell: -- two crouching cupids sculpted in Italian marble possibly in the 19th century The items were not scheduled by the debtors but their value is estimated by Samuel T. Freeman & Company to be between $4,000 and $6,000. The trustee is not aware that the Personal Property is subject to any liens, claim or encumbrances. The Chapter 7 Trustee proposes a public auction to be conducted by Samuel T. Freeman & Company on Jan. 25, 2012, at 10:00 a.m. at 1808 Chestnut St., Philadelphia in the Main Floor Gallery. The auctioneer?s commission will be 10% of the selling price plus reimbursement for insurance at 1.5% of the selling price and shipping costs not to exceed $400. The auctioneer will bear all costs associated with the auction in the event the property does not sell, or if a sale is not approved by the Bankruptcy Court. -- 2009 Jeep Cherokee titled in the name of William J. Moses The value of the jeep as scheduled by the debtor is $19,760. TD Auto Finance, LLC has filed a motion for relief from stay regarding the jeep and in its certification shows a value of between $13,625 and $19,325 for the Property. William J. Moses has claimed $2,000 of the equity in the Personal Property exempt pursuant to Va. Code Section 34-26(8) and $1.00 exempt pursuant to 34-4. The sale will be by public auction to be conducted by Torrence, Read & Forehand Auctions at 523 Clay St., Lynchburg on Dec. 7, 2011, at 12:30 p.m. The auctioneer?s commission will be 10% of the selling price, plus the reasonable costs of moving, cleaning and preparing the Property for sale, if any, not to exceed $200. The auctioneer will bear all costs associated with the auction in the event the property does not sell for the minimum price or more. The U.S. Bankruptcy Court will consider the proposed auctions at a Nov. 21 hearing. Patricia Kluge is the ex-wife of the late billionaire John Kluge. She and her third husband, William Moses, filed a Chapter 7 bankruptcy petition in Lynchburg, Virginia (Bankr. W.D. Va. Case No. 11-61517) on June 15, 2011. They estimated $1 million to $10 million in assets and up to $50 million in debts. The Chapter 7 Trustee may be reached at: William F. Schneider, Esq. WILLIAM F. SCHNEIDER P.O. Box 739 Lynchburg, VA 24505 Tel: 434-528-0411 Fax: 434-845-3666 PHILLY ORCHESTRA: Wants Court to Halt Harassment From Musicians --------------------------------------------------------------- Peter Dobrin at The Philadelphia Inquirer Classical Music Critic reports that the Philadelphia Orchestra Association has asked a U.S. Bankruptcy Court to stop the national musicians' pension fund from harassing its donors. According to the report, orchestra management said the American Federation of Musicians and Employers Pension Fund is seeking financial information from 16 philanthropists "only in a continued effort to embarrass and harass the [association] and their donors." Such an inquiry will have a "tremendous and devastating impact" on fund-raising, the association asserts. The report says the orchestra estimates it needs to raise about $165 million over several years to fund its bankruptcy case and operating expenses in coming seasons, and to boost endowment to an adequate level. The report says the association attorney, Lawrence G. McMichael, said it would not hold up the orchestra's exit from bankruptcy, which he once forecast for Dec. 31 but now said would happen in early 2012. The report says the pension fund contends that determining the size of the orchestra's "estate" -- the pool of money available to creditors -- requires it to determine whether the "endowment owes the estate money; whether the Debtors acted deliberately or in bad faith, and if with others, with whom, to create or accelerate the liquidity crisis that led them into bankruptcy; or whether the Debtors commingled the funds in the general operating account, which under relevant law could significantly increase the size of the Debtors' estates." The report says the fund said that it believed that more than $20 million in endowment money was misclassified as restricted, and, in letters to donors sent in late September, it sought further documentation. It has raised the possibility of putting donors on the witness stand for questioning. The report relates that, in its response, the association filed affidavits from donors -- some of whom it says are "out of the country for the winter" -- stating their intentions for the money's use. It says it has spent "countless hours and incurred substantial expense" complying with the fund's requests for information, producing "nearly three quarters of a million pages of documents in a very short time." About The Philadelphia Orchestra The Philadelphia Orchestra -- http://www.philorch.org/-- claims to be among the world's leading orchestras. Bloomberg News says the orchestra became the first major U.S. symphony to file for bankruptcy protection, surprising the music world. Previous conductors include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and Christoph Eschenbach (2003-08). Charles Dutoit is currently chief conductor, and Yannick Nezet-Seguin has assumed the title of music director designate until he takes up the baton as The Philadelphia Orchestra's next music director in 2012. The Philadelphia Orchestra Association, The Academy of Music of Philadelphia, Inc., and Encore Series, Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to 11-13100) on April 16, 2011. Judge Eric L. Frank presides over the case. The Philadelphia Orchestra Association is being advised by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal, its financial advisor. Curley, Hessinger & Johnsrud serves as its special counsel. Philadelphia Orchestra disclosed $15,950,020 in assets and $704,033 in liabilities as of the Chapter 11 filing. Encore Series Inc. tapped EisnerAmper LLP as accountants and financial advisors. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' case. Reed Smith LLP serves as the Committee's counsel. PMI GROUP: Tries to Unravel Regulators' Takeover ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that PMI Group Inc. is going to court in Arizona to seek to unravel insurance regulators' takeover of its mortgage insurance subsidiary PMI Mortgage Insurance Co. The subsidiary already had been barred from writing new policies when regulators took over in October. The holding company reported a net operating loss of $412.1 million for the six months ended June 30. The holding company's $250 million in 6% notes due 2106 traded Nov. 8 at 27 cents on the dollar, according to Trace, the bond- price reporting system of the Financial Industry Regulatory Authority. The holding company's stock last traded on Oct. 21 at 31 cents on the New York Stock Exchange. The three-year high was $7.20 on April 15, 2010. About PMI Group Walnut Creek, Calif.-based The PMI Group, Inc., through its subsidiary, PMI Mortgage Insurance Co. and its affiliated companies, provides residential mortgage insurance in the United States. PMI posted a consolidated net loss of $134.8 million and $261.6 million for the second quarter and first six months of 2011, respectively, compared to net losses of $150.6 million and $307.5 million for the corresponding periods in 2010. In August 2011, Moody's Investors Service lowered the insurance financial strength rating of PMI Mortgage Insurance Co. to Caa1, from B3 following Arizona State Insurance Department's order placing the company under regulatory supervision. PMI's rating is under review for possible downgrade. Moody's noted that the Arizona Department of Insurance's order placed PMI and PMI Insurance Co. (unrated) under regulatory supervision and required that they stop writing new commitments immediately. PRESIDENT WASHINGTON: Case Summary & 19 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: President Washington Academy, Inc. Paseo Damasco 1078 Levittown, Toa Baja, PR 00919 Bankruptcy Case No.: 11-09413 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Ruben Gonzalez Marrero, Esq. PMB 403, Calle 39 UU-1 Urb Sta Juanita Bayamon, PR 00956 Tel: (787) 798-8600 E-mail: rgm@microjuris.com Scheduled Assets: $1,295,463 Scheduled Debts: $1,795,007 A list of the Company's 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb11-09413.pdf The petition was signed by Francisca Casiano, manager. PRIME ENVIRONMENTAL: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Prime Environmental Services, Inc. dba Prime Contractors, Inc. 358 Broadway Newark, NJ 07104 Bankruptcy Case No.: 11-41956 Chapter 11 Petition Date: November 2, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Morris Stern Debtor's Counsel: Sam Della Fera, Esq. TRENK, DIPASQUALE, WEBSTER ET AL. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Fax: (973) 243-8677 E-mail: sdellafera@trenklawfirm.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 17 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb11-41956.pdf The petition was signed by Inno Obiorah, president. PUNTA GORDA: Case Summary & 14 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Punta Gorda Hotel, LLC dba Best Western Waterfront 29850 Northwestern Highway, Suite 200 Southfield, MI 48034 Bankruptcy Case No.: 11-68416 Chapter 11 Petition Date: November 1, 2011 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Geoffrey T. Pavlic, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 E-mail: pavlic@steinbergshapiro.com - and ? Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 E-mail: shapiro@steinbergshapiro.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 14 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb11-68416.pdf The petition was signed by Amer Asmar, managing member. QUALITY DISTRIBUTION: Reports $6.2 Million Net Income in Q3 ----------------------------------------------------------- Quality Distribution, Inc., reported net income of $6.18 million on $199.29 million of total operating revenues for the three months ended Sept. 30, 2011, compared with net income of $421,000 on $181.94 million of total operating revenues for the same period during the prior year. The Company also reported net income of $17.95 million on $567.20 million of total operating revenues for the nine months ended Sept. 30, 2011, compared with net income of $3.27 million on $520.83 million of total operating revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $304.31 million in total assets, $410.18 million in total liabilities and a $105.87 million total shareholders' deficit. A full-text copy of the press release announcing the financial results is available for free at http://is.gd/cTEczi About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30% of the common stock of Quality Distribution, Inc. * * * As reported by the Troubled Company Reporter on Feb. 18, 2011, Moody's Investors Service said the $38 million public offering of 4 million shares of Quality Distribution's common stock on Feb. 9, 2011, does not affect Quality's 'Caa1' corporate family and probability of default ratings with a positive outlook. However, Moody's notes that the intended debt reduction at par from $17.5 million of the proceeds would be viewed favorably. In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings Services said that it has raised its corporate credit ratings on U.S.-based Quality Distribution Inc. to 'B' from 'B-'. S&P also removed the ratings from CreditWatch, where S&P had placed them with positive implications on Oct. 28, 2010, following the launch of the bond offering. The outlook is stable. "The rating action reflects the improvement in Quality Distribution's financial profile after completing its refinancing," said Standard & Poor's credit analyst Anita Ogbara. "Following the transaction, S&P expects Quality Distribution to benefit from lower interest expense, improved cash flow adequacy, and a substantial reduction in debt maturities over the next few years." QUANTUM CORP: To Hold Annual Advisory Vote on Exec. Compensation ---------------------------------------------------------------- At the 2011 Annual Meeting, Quantum Corporation's stockholders voted on, among other matters, a proposal regarding the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. As previously reported by the Company, a majority of the votes cast were voted for holding such advisory votes on an annual basis. In consideration of the outcome of this advisory vote, the Company's Board of Directors decided that Quantum will hold an annual advisory vote on executive compensation until the next stockholder advisory vote is held on this matter. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. * * * In January 2011, Moody's Investors Service upgraded Quantum Corporation's Corporate Family and Probability of Default ratings to B2 from B3 and revised the ratings on the senior secured debt obligations to Ba3 from B1. The rating outlook is positive. The upgrade of the CFR to B2 reflects Quantum's improved operating performance, which stems from strong customer adoption and growth of its higher margin branded disk-based systems and software products, which Moody's expects to continue in FY12. In March 2011, Standard & Poor's Ratings Services raised its corporate credit rating on storage manufacturer Quantum Corp. to 'B' from 'B-'. The outlook is stable. "The upgrade reflects that the company has posted four sequential quarters of sustained EBITDA generation, despite ongoing declines in its core tape business and the absence of an EMC licensing arrangement," said Standard & Poor's credit analyst Lucy Patricola. In addition, debt/EBITDA has been stable for the last four quarters at about 4x and reduced from 2009 levels, primarily reflecting application of free cash flow to debt reduction. QUANTUM FUEL: Extends Maturity of WB QT Convert. Notes to Dec. 15 ----------------------------------------------------------------- Quantum Fuel Systems Technologies Worldwde, Inc., and its secured lender, WB QT, LLC, entered into an Agreement and Amendment pursuant to which the Company and WB QT agreed to amend the maturity date for each of the three convertible promissory notes held by WB QT to Dec. 15, 2011. In consideration for WB QT's execution of the Agreement, the Company agreed to provide WB QT with a cash payment of $200,000 and a three year common stock purchase warrant entitling WB QT to purchase up to 540,000 shares of the Company's common stock at an exercise price of $2.12 per share. The exercise price of the Lender Warrant is subject to customary anti-dilution provisions in the event of a stock split, stock dividend or similar corporate event. A full-text copy of the Agreement and Amendment is available for free at http://is.gd/zo3MuP About Quantum Fuel Based in Irvine, California, Quantum Fuel Systems Technologies Worldwide, Inc., is a fully integrated alternative energy company and considers itself a leader in the development and production of advanced clean propulsion systems and renewable energy generation systems and services. Quantum Fuel and its senior lender, WB QT, LLC, entered into a Ninth Amendment to Credit Agreement and a Forbearance Agreement on Jan. 3, 2011. The Senior Lender agreed to provide the Company with a $5.0 million non-revolving line of credit, which may be drawn upon at any time prior to April 30, 2011. Advances under the New Line of Credit do not bear interest -- unless an event of default occurs, in which case the interest rate would be 10% per annum -- and mature on April 30, 2011. The Senior Lender also agreed to forbear from accelerating the maturity date for any portion of the Senior Debt Amount and from exercising any of its rights and remedies with respect to the Senior Debt Amount until April 30, 2011. The Company's balance sheet at July 31, 2011, showed $74.15 million in total assets, $31.62 million in total liabilities, and $42.53 million total stockholders' equity. The Company reported a net loss attributable to stockholders of $11.03 million on $20.27 million of total revenue for the year ended Apri1 30, 2011, compared with a net loss attributable to stockholders of $46.29 million on $9.60 million of total revenue during the prior year. Ernst & Young LLP, in Orange County, California, noted that Quantum Fuel's recurring losses and negative cash flows combined with the Company's existing sources of liquidity and other conditions raise substantial doubt about the Company's ability to continue as a going concern. Possible Bankruptcy The Company anticipates that it will need to raise a significant amount of debt or equity capital in the near future in order to repay certain obligations owed to the Company's senior secured lender when they mature. As of June 15, 2011, the total amount owing to the Company's senior secured lender was approximately $15.5 million, which includes approximately $12.5 million of principal and interest due under three convertible promissory notes that are scheduled to mature on Aug. 31, 2011, and a $3.0 million term note that is potentially payable in cash upon demand beginning on Aug. 1, 2011, if the Company's stock is below $10.00 at the time demand for payment is made. If the Company is unable to raise sufficient capital to repay these obligations at maturity and the Company is otherwise unable to extend the maturity dates or refinance these obligations, the Company would be in default. The Company said it cannot provide any assurances that it will be able to raise the necessary amount of capital to repay these obligations or that it will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default, the Company's senior secured lender would have the right to exercise its rights and remedies to collect, which would include foreclosing on the Company's assets. Accordingly, a default would have a material adverse effect on the Company's business and, if the Company's senior secured lender exercises its rights and remedies, the Company would likely be forced to seek bankruptcy protection. RAY ANTHONY: Unable to Prosecute Plan, Wants Case Dismissal ----------------------------------------------------------- Ray Anthony International, LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to dismiss its Chapter 11 bankruptcy case. The Debtor explains that during the administration of the case, the Debtor sold the bulk of its crane rental/lease operations in two separate motions for sale for its Texas and Pennsylvania operations. The two sales of the Debtor's assets resolved the bulk of the claims in this Estate. As a result, the Debtor no longer has an ability to fund a feasible Plan of Reorganization. The Debtor notes that were the case to be converted to Chapter 7, the secured claim greatly exceeds the value of the real estate interests and other assets. The Debtor owes secured creditor Huntington National Bank approximately $10,000,000, which has a security interest in the remaining property of the estate. The Debtor continues that neither Chapter 11 nor Chapter 7 will serve any purpose for the Debtor or its creditors. About Ray Anthony International West Mifflin, Pennsylvania-based Ray Anthony International, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 10-26576) on Sept. 15, 2010. The Debtor estimated assets and debts at $50 million to $100 million as of the Chapter 11 filing. Affiliate Ray G. Anthony filed a separate Chapter 11 petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010. The Bankruptcy Court has issued an order requiring the Debtor to either file a Chapter 11 plan of reorganization or move to dismiss the case on or before Oct. 28, 2011. The Debtor has sold a large portion of its assets by way of the B&G Crane Service, LLC and Red White and Blue Crane, LLC sales. Certain funds from various sales of assets, including but not limited to, B&G Crane Service, LLC, and Red White and Blue Crane, LLC, have been placed in to escrow subject to being released and paid only upon an order of the Bankruptcy Court or agreement by the parties holding lien claims. These funds will remain in escrow under the same terms and conditions and will not be released without Huntington's written consent. RELLIM LLC: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Rellim LLC 2442 NW Market St #333 Seattle, WA 98107 Bankruptcy Case No.: 11-22838 Chapter 11 Petition Date: November 2, 2011 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Timothy W. Dore Debtor's Counsel: Jeffrey B. Wells, Esq. 500 Union St Suite 502 Seattle, WA 98101 Tel: (206) 624-0088 E-mail: paralegal@jeffwellslaw.com Scheduled Assets: $1,514,400 Scheduled Debts: $2,329,899 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb11-22838.pdf The petition was signed by Arthur R. Miller, managing member. RENEGADE HOLDINGS: Judge Halts CB Holdings' Buyout Offer -------------------------------------------------------- Richard Craver at Winston-Salem Journal reports that Judge William Stocks approved on Nov. 4, 2011, the request of bankruptcy trustee Peter Tourtellot to deny CB Holdings LLC's offer for Renegade Holdings Inc., Renegade Tobacco Co. and Alternative Brands Inc., which have a combined 100 employees. The report says Mr. Tourtellot said on Monday that the bankrupt companies will refund CB Holdings' $250,000 deposit. He said CB Holdings could submit another bid, but he did not think it was likely. Although Mr. Tourtellot said there is no other interested buyer, "it is fair to point out that our new plan could have many different scenarios. It is my intention to have a new plan of reorganization ready to present to the bankruptcy court by Christmas." The report relates that Mr. Tourtellot said the CB Holdings deal as it was structured was not in the best interest of creditors, particularly Bank of the Carolinas Corp. According to the report, the deal was projected to cost $16.1 million and was originally scheduled to close last week. But CB Holdings' cost of buying the manufacturers could have increased to $17.98 million because of increased delinquent escrow demands by National Association of Attorneys General for $16.7 million. The report notes that would have left only $1.27 million to pay Bank of the Carolinas' secured claim, administrative costs, priority tax claims and unsecured claims, while CB Holdings would have taken control of the companies. Bank of the Carolinas said it is owed just more than $3 million. About Renegade Holdings Renegade Holdings and two subsidiaries -- Alternative Brands, Inc. and Renegade Tobacco Company -- filed for Chapter 11 protection (Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and exited bankruptcy on June 1, 2010. They were put back into bankruptcy July 19, 2010, when Judge William L. Stocks vacated the reorganization plan, in part because of a criminal investigation of owner Calvin Phelps and the companies regarding what authorities called "unlawful trafficking of cigarettes." Alternative Brands is a federally licensed manufacturer of tobacco products consisting primarily of cigarettes and cigars. Renegade Tobacco distributes the tobacco products produced by ABI through wholesalers and retailers in 19 states and for export. ABI also is a contract fabricator for private label brands of cigarettes and cigars which are produced for other licensed tobacco manufacturers. The stock of RHI is owned indirectly by Calvin A. Phelps through his ownership of the stock of Compliant Tobacco, LLC which, in turn, owns all of the stock of RHI which in turn owns all of the stock of RTC and ABI. Mr. Phelps was the chief executive officer of all three companies. All three of the Debtors' have their offices and production facilities in Mocksville, North Carolina. In August 2010, the Bankruptcy Court approved the appointment of Peter Tourtellot, managing director of turnaround-management company Anderson Bauman Tourtellot Vos & Co., as Chapter 11 trustee. Gene Tarr also has been appointed as bankruptcy examiner. RISHI AND MOONI: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Rishi and Mooni Limited Partnership 3105 Hopkins Place El Dorado Hills, CA 95672 Bankruptcy Case No.: 11-45845 Chapter 11 Petition Date: October 31, 2011 Court: U.S. Bankruptcy Court Eastern District of California (Sacramento) Judge: Thomas Holman Debtor's Counsel: Anthony Smernes, Jr., Esq. 750 Hawkcrest Circle Sacramento, CA 95835 Tel: (916) 719-3297 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Ravi Nandan Sanwal, general partner. RIVER OF LIFE: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: River of Life Christian Church, Inc. 13799 Warwick Boulevard Newport News, VA 23602 Bankruptcy Case No.: 11-51943 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court Eastern District of Virginia (Newport News) Judge: Stephen C. St. John Debtor's Counsel: Joseph T. Liberatore, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN, P.C. Town Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Tel: (757) 333-4500 Fax: (757) 333-4501 E-mail: jliberatore@clrbfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb11-51943.pdf The petition was signed by Reginald Lee, pastor, officer and director. RW LOUISVILLE: ORIX Capital Authorized to Foreclose Property ------------------------------------------------------------ The Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for the Western District of Kentucky approved the stipulation resolving noteholder ORIX Capital Markets, LLC's motion to terminate the automatic stay and for abandonment of RW Louisville Hotel Associates, LLC' property. The stipulation provides for, among other things: -- The noteholder is authorized to exercise any and all of its state law rights and remedies with respect to the property and any proceeds therefrom, including the foreclosure action pending in Jefferson County Circuit Court. -- The Court consents to the appointment of receiver for the Debtor's property. -- James Papovich will remain employed at the hotel for two days after the receiver is on site at the hotel, and after that will be available on call to assist the receiver with information for 28 additional days. Mr. Papovich's work during the transition period will be for the limited purpose of assisting the operational transition of the hotel to the receiver, or such other duties as Mr. Papovich and the receiver will agree. -- the fee applications of Stoll Keenon Odgen are approved which represents SKO's prepetition retainer, plus amounts escrowed by the Debtor. -- Mr. Papovich and the Debtor will immediately seek to renew the hotel's licenses with the Department of Alcoholic Beverage Control to the extent ABC"s routine procedures permit Mr. Papovich and the Debtor to do so. -- The entry of the agreed judgment and order of sale in the foreclosure proceeding constitutes cause for dismissal of the Chapter 11. A full-text copy of the order is available for free at: http://bankrupt.com/misc/RWLOUISVILLE_stay_orderb.pdf About RW Louisville Louisville, Kentucky-based RW Louisville Hotel Associates, LLC, aka Holiday Inn Hurstbourne, owns a hotel property located at 1325 South Hurstbourne Parkway, Louisville, Kentucky 40222. It is an independent franchisee of InterContinental Hotels Group and operates a 271-room full-service Holiday Inn on the Real Property and employs approximately 110 employees. RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 10-35356) on Oct. 8, 2010. Emily Pagorski, Esq., and Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg, Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville in its restructuring effort. RW Louisville estimated its assets and debts at $10 million to $50 million at the Petition Date. SAAB AUTOMOBILE: GM Won't Renew Tech License With Chinese Buyers ---------------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that General Motors Co. said Monday it will not continue a technology licensing agreement with Saab Automobile AB if the $141.9 million sale of the struggling Swedish automaker to two Chinese companies announced last month is consummated. Law360 relates that GM, which also supplies 9-4X vehicles and components like power trains to Saab, said it would not allow Saab's potential new owners -- Pang Da Automobile Trade Co. and Zhejiang Youngman Lotus Automobile Co. -- access to its proprietary technology. About Saab Automobile Saab Automobile AB is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. Swedish Automobile N.V. disclosed that Saab Automobile AB and its subsidiaries Saab Automobile Powertrain AB and Saab Automobile Tools AB received approval for their proposal for voluntary reorganization from the Court of Appeal in Gothenburg, Sweden on Sept. 21, 2011. The purpose of the voluntary reorganization process is to secure short-term stability while simultaneously attracting additional funding, pending the inflow of the equity contributions by Pang Da and Youngman. SALLY HOLDINGS: Plans to Sell $450 Million Sr. Notes Due 2019 ------------------------------------------------------------- Sally Holdings LLC intends to sell, subject to market and other conditions, in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, under the Securities Act of 1933, as amended, $450.0 million aggregate principal amount of Senior Notes due 2019. The Senior Notes will be guaranteed by certain of the Company's domestic subsidiaries who have guaranteed obligations under its senior credit facilities, existing notes and other indebtedness. The Company intends to use the net proceeds from this offering to redeem $430.0 million aggregate principal amount of its outstanding 9.25% senior notes due 2014, pursuant to the terms of the indenture governing the 2014 notes, and to pay fees and expenses incurred in connection with this offering and the redemption. The Company expects to complete the redemption on Dec. 5, 2011, subject to certain conditions, including the consummation of the offering of the Senior Notes. The new Senior Notes have not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws. About Sally Holdings Sally Holdings, LLC, based in Denton, Texas, is a leading retailer and distributor of beauty products with over 3,800 stores in 10 countries. Annual revenues are around $2.6 billion. * * * As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Sally Holdings LLC to 'BB+' from 'BB'. The rating outlook is positive. "Standard & Poor's Rating Services' rating reflects our view that Sally Holdings, which is an indirect wholly owned subsidiary of Sally Beauty Holdings Inc., will continue its positive momentum with organic sales growth of 5% to 7%, positive comparable-store sales, modest gross margin improvement, and continued debt reduction, resulting in improving credit protection measures over the next 12 months," said Standard & Poor's credit analyst Jayne Ross. It has 'B2' corporate family and probability of default ratings from Moody's. SALLY HOLDINGS: Moody's Says 'Ba3' CFR Unaffected by Upsizing ------------------------------------------------------------- Moody's Investors Service stated that Sally Holdings LLC's (Sally) ratings are unaffected by the announcement that it has upsized the proposed senior unsecured note offering to $750 million from $450 million. However, the LGD rate on the proposed notes will be changed to (LGD5, 78%) from (LGD5, 71%). Proceeds from the proposed note offering will be used to repurchase the company's existing senior unsecured notes due 2014, senior subordinated notes due 2016, and pay fees and expenses related to the transaction. Sally's ratings are: -- Corporate Family Rating at Ba3; -- Probability of Default Rating at Ba3; -- Senior secured term loan-B due 2013 at Ba2; -- Proposed senior unsecured notes due 2019 at B1; -- Speculative Grade Liquidity rating at SGL-1 These ratings are unchanged, but will be withdrawn at the completion of the refinancing transaction: -- Senior unsecured notes due 2014 at B1; -- Senior subordinated notes due 2016 at B2 Sally Holdings LLC, based in Denton, Texas, is an international retailer and distributor of beauty supplies. Products are distributed through a network of over 4,000 stores in 10 countries. Revenues approached $3.2 billion for the latest twelve month period ended June 30, 2011. SAYLE VILLAGE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Sayle Village Apartments, Ltd. 405 Atlantis Rd, Suite B Cape Canaveral, FL 32920 Bankruptcy Case No.: 11-37022 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Melissa S. Hayward, Esq. FRANKLIN SKIERSKI LOVALL HAYWARD LLP 10501 N. Central Expry, Ste. 106 Dallas, TX 75231 Tel: (972) 755-7104 Fax: (972) 755-7114 E-mail: MHayward@FSLHlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Jim Kincaid, VP of Heritage Partners Group IV, Inc., general partner. SEA TRAIL: Has Until Dec. 27 to File Reorganization Plan -------------------------------------------------------- Alan Blondin at TheSunNews.com reports that Sea Trail Corp. has until Dec. 27, 2011, to submit a plan of reorganization with the U.S. Bankruptcy Court for the Eastern District of North Carolina. Non-governmental creditors have until Jan. 23 to file a claim. TheSunNews.com reports that more than $17 million in claims have already been filed, including nearly $16 million by Waccamaw Bank, nearly $482,000 for unpaid taxes in Brunswick County, and $564,000 by a real estate agent believed to be tied to a $12.35 million sale of a 12-acre tract of land in 2001. About Sea Trail Headquartered in Sunset Beach, North Carolina, Sea Trail Corporation is a private company categorized under "Land Subdividers and Developers, Residential." Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina serves as counsel to the Debtor. The Debtor reported $34,222,281 in assets and $22,174,201 in liabilities. SEQUENOM INC: Incurs $18.4 Million Net Loss in Third Quarter ------------------------------------------------------------ Sequenom, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $18.37 million on $13.58 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $22.73 million on $11.68 million of total revenues for the same period during the prior year. The Company also reported a net loss of $51.98 million on $40.42 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $98.82 million on $33.70 million of total revenues for the same period a year ago. Sequenom reported a net loss of $120.85 million on $47.45 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $71.01 million on $37.86 million of total revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $152.99 million in total assets, $42.13 million in total liabilities and $110.85 million in total stockholders' equity. Ernst & Young LLP of San Diego, California, in its audit report attached to the 2010 financial statements, did not include a going concern qualification for Sequenom. E&Y, in its report on the 2009 results, expressed substantial doubt against Sequenom's ability as a going concern, noting that the Company "has incurred recurring operating losses and does not have sufficient working capital to fund operations through 2010." "Results for the quarter demonstrate continued progress on the initiatives we have implemented to enhance our revenue growth and manage costs this year, and we expect to continue moving along this positive trajectory as we enter the last quarter of 2011," said Paul V. Maier, Sequenom's CFO. "Our dedicated approach to innovation and commercial development, balanced with cash management controls, has allowed us to realize growth while focusing on our priority expansion programs for the near future." A full-text copy of the Form 10-Q is available for free at: http://is.gd/MZlXoz About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. SHAJANAND INC: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Shajanand, Inc. 300 Collins View Court Lawrenceville, GA 30043 Bankruptcy Case No.: 11-81708 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 Fax: (770) 984-0044 E-mail: pmarr@mindspring.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb11-81708.pdf The petition was signed by Viral Pandya, president. SHERITT INTERNATIONAL: DBRS Finalizes 'BB' Rating ------------------------------------------------- DBRS has finalized its rating of BB (high) with a Stable trend for $400 million of 8.000% senior unsecured debentures Series 1 due November 15, 2018 (the New Senior Unsecured Notes) to be issued by Sherritt International Corporation (Sherritt or the Company) following the pricing of the New Senior Unsecured Notes and the filing, on October 28, 2011, of a prospectus supplement to the Company's short-form base shelf prospectus dated October 21, 2011. The offering of the New Senior Unsecured Notes is expected to close on or about November 2, 2011, subject to customary closing conditions. Sherritt is expected to use the net proceeds from the sale of the New Senior Unsecured Notes to fund the redemption of all of its outstanding $273.5 million of 7.875% senior unsecured debentures due November 26, 2012 (the 7.875% Notes) and for general corporate purposes. SINCLAIR BROADCAST: Reports $19.3 Million 3rd Quarter Net Income ---------------------------------------------------------------- Sinclair Broadcast Group, Inc., reported net income of $19.33 million on $180.86 million of total revenues for the three months ended Sept. 30, 2011, compared with net income of $14.14 million on $186.45 million of total revenues for the same period during the prior year. The Company also reported net income of $52.93 million on $552.12 million of total revenues for the nine months ended Sept. 30, 2011, compared with net income of $42.09 million on $541.63 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.56 billion in total assets, $1.68 billion in total liabilities and a $125.35 million total stockholders' deficit. "We are pleased to announce this morning that we entered into a purchase agreement to buy the assets of Freedom Communications' eight television stations for $385 million," commented David Smith, President and CEO of Sinclair. "We expect to fund and close on the transaction late in the first quarter or early second quarter of 2012, pending Freedom shareholder, antitrust and FCC approvals. Until that time and after receiving antitrust approval, we will operate the stations pursuant to a local marketing agreement. The combination of the Freedom stations with the Four Points stations would give us two full power stations in the West Palm Beach market, which is Freedom's largest market. It is our intent to continue evaluating television station transactions which are accretive and where we can use our expertise and presence to improve profitability and competitive position." A full-text copy of the press release is available for free at: http://is.gd/Q2VOih On Nov. 2, 2011, Sinclair Broadcast entered into a definitive agreement to purchase the broadcast assets of Freedom Communications for $385 million. Freedom owns and operates eight stations in seven markets. The transaction is expected to close late in the first quarter or early in the second quarter of 2012 subject to Freedom's shareholder approval which must be obtained by Nov. 8, 2011, approval of the Federal Communications Commission and customary antitrust clearance. Following receipt of antitrust approval of the transaction, which is expected to occur within 30 days, the Company will provide services to the stations pursuant to a local marketing agreement. The Company expects to finance the purchase price, less a $38.5 million deposit payable upon Freedom's shareholder approval, through either the bank or capital markets. About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22% of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. * * * As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Hunt Valley, Md.- based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. Moody's raised its ratings for Sinclair Broadcast Group, Inc., and subsidiary Sinclair Television Group, Inc., including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments, concluding its review for possible upgrade as initiated on Aug. 5, 2010. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. As reported by the Troubled Company Reporter on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. SM ENERGY: S&P Assigns 'BB' Rating to $350-Mil. Sr. Sec. Notes -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating to SM Energy Co.'s proposed $350 million senior unsecured notes due 2021. "We assigned a '4' recovery rating to this debt, indicating our expectation of average (30% to 50%) recovery in a payment default," S&P stated. At the same time, we revised the recovery rating on the company's existing $350 million senior unsecured notes due 2019 to '4' from '3', which indicates our expectation of average recovery (30% to 50%) for lenders in a payment default. (For the complete recovery analysis, see Standard & Poor's recovery report on SM Energy to be published on RatingsDirect following the release of this report)," S&P said "Our 'BB' rating incorporates our expectation that SM Energy will use the proceeds from the proposed notes to fund the redemption of its senior convertible notes, which are callable on or after April 6, 2012, and for general corporate purposes," S&P said. The rating on Denver-based SM Energy Co. (formerly St. Mary Land & Exploration Co.) reflects what Standard & Poor's views as the company's moderate financial leverage, growing exposure to liquids production, and current position in the Eagle Ford Shale. The ratings also incorporate SM Energy's poor reserve replacement and high finding and development cost and the exploration and production industry's highly cyclical and capital-intensive nature. (For the corporate rating rationale, please see S&P's summary analysis on SM Energy Co., published on June 1, 2011, on RatingsDirect.) Ratings List SM Energy Co. Corporate credit rating BB/ Stable/-- New Rating Proposed $350 mil sr unscd nts due 2021 BB Recovery rating 4 Revised Recovery Rating To From $350 mil sr convertible notes due 2019 BB BB Recovery rating 4 3 SOLYNDRA LLC: Miscellaneous Auction Brings in $6.2 Million ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Solyndra LLC brought in $6.2 million last week by auctioning off miscellaneous property not required for a buyer to operate the business. Mr. Rochelle notes that Solyndra's plant and the business itself will go up for auction on Nov. 18. No one is yet under contract, so it's not known if buyers will attempt to resurrect the business or simply buy equipment. 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. SOLYNDRA LLC: White House Slams Subpoena as 'Partisan Politics' --------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that the White House pushed back against Republican-led efforts to subpoena documents related to the loan guarantee given to solar company Solyndra LLC. As reported in the Troubled Company Reporter on Oct. 11, 2011, Liz Hoffman at Bankruptcy Law360 reports that House Republicans on Friday again requested details about all loan guarantees made under a U.S. Department of Energy program that backed a $535 million loan to Solyndra Inc., the solar energy company whose unfolding bankruptcy has sparked criminal and congressional investigations. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 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. SONG'S DENTISTRY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Song's Dentistry, PC 220 Horizon Drive, Ste. F Henderson, NV 89015 Bankruptcy Case No.: 11-27170 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Debtor's Counsel: Charles T. Wright, Esq. PIET & WRIGHT 3130 S. Rainbow Blvd., Suite 304 Las Vegas, NV 89146 Tel: (702) 566-1212 Fax: (702) 566-4833 E-mail: tiffany@pietwright.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb11-27170.pdf The petition was signed by Alex Song, president. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Alex Song, D.D.S., PC 11-27166 10/31/11 Alex Young Song and Traci Ngoc Doan 10-29635 09/30/11 Horizon Nevada, LLC. 10-29635 10/18/11 SOUTHERN SCHOOL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Southern School, LLC 1650 Friendswood Lakes Blvd. Friendswood, TX 77546 Bankruptcy Case No.: 11-80573 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Paul Debtor's Counsel: Ronald Julius Smeberg, Esq. THE SMEBERG LAW FIRM PLLC 12002 Bandera Rd., Suite 102 Helotes, TX 78023 Tel: (866) 512-9928 Fax: (866) 568-4107 E-mail: Ronaldsmeberg@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-80573.pdf The petition was signed by Kamlesh Hasmukh, managing member. SOZO INVESTMENT: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Sozo Investment Group, L.L.C. dba Sozo Properties L.L.C. dba Sozo Properties P.O. Box 740653 Houston, TX 77274 Bankruptcy Case No.: 11-39423 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Thomas Baker Greene, III, Esq. LAW OFFICE OF THOMAS B. GREENE III 2311 Steel St. 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 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Richard Rose, manager. SPRINGWOOD APARTMENTS: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Springwood Apartments, LLC 1400 Gardina Street San Antonio, TX 78201 Bankruptcy Case No.: 11-53880 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: Raymond W. Battaglia, Esq. Robert K. Sugg, Esq. OPPENHEIMER, BLEND, HARRISON & TATE, INC. 711 Navarro, Sixth Floor San Antonio, TX 78205 Tel: (210) 224 2000 Fax: (210) 224 7540 E-mail: rbattaglia@obht.com rsugg@obht.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Roger Clive Dunn, manager. SPRINT NEXTEL: Moody's Assigns 'B3' Rating to Sr. Notes Offering ---------------------------------------------------------------- Moody's Investors Service (Moody's) assigned a B3 rating to Sprint Nextel's ("Sprint") proposed offering of Senior Unsecured Notes and a Ba3 rating to Sprint's proposed offering of Junior Guaranteed Unsecured Notes. The proceeds will be used for general corporate purposes, the repayment of existing debt, network expansion and modernization, and the potential funding of Clearwire. Moody's has downgraded Sprint Nextel Corp's and Sprint Capital Corp's senior unsecured ratings to B3 from B2 based on Moody's belief that future debt offerings, including possible vendor financing, will be senior to these securities. Moody's has also raised Sprint's Speculative Grade Liquidity (SGL) Rating to SGL-3 from SGL-4. Sprint's ratings remain under review for downgrade. RATINGS RATIONALE While this financing improves the company's liquidity profile, the combination of an aggressive network modernization plan, sizable annual debt maturities, and the upfront costs associated with the introduction of the iPhone will necessitate additional capital raises over the next few years. The Ba3 rating assigned to Sprint's proposed offering of Junior Guaranteed Unsecured Notes reflects its seniority ahead of Sprint's Senior Unsecured Notes, and it's subordinate ranking to the Senior Unsecured Guaranteed Bank Credit Facility, which remains rated Ba1. The SGL rating has been raised to SGL-3 from SGL-4, due to an increase in cash from the proposed notes offerings, a recent increase of $150 million to the total committed amount of its revolving credit facility, and an amendment to the Credit Facility's financial covenants modifying the definition of EBITDA to permit Sprint to add back in its calculation of EBITDA certain equipment net subsidy costs. The review for downgrade will focus on the company's success in raising the significant additional capital that will be required for it to deploy LTE nationwide by early 2014. Moody's will also evaluate the progress and impact of the company's plans to secure sufficient spectrum for its future operations. Given the review for downgrade, a rating upgrade is not expected. However, the rating could be removed from review for downgrade if Sprint makes significant progress in addressing future funding requirements associated with its Network Vision Plan. Sprint's ratings could be lowered if it fails to proactively address future funding requirements, if adequate liquidity is not maintained, if the network upgrade falls behind schedule or doesn't yield the benefits promised or if its competitive position deteriorates as evidenced by postpaid churn rising. Specifically, if leverage was likely to exceed 6x on a sustained basis the ratings could be downgraded. Moody's has taken these rating actions: Issuer: Sprint Nextel Corp. -- Corporate Family Rating -- B1, unchanged -- Probability of Default Rating -- B1, unchanged -- Speculative Grade Liquidity Rating -- SGL-3, from SGL-4 prior -- Outlook -- Ratings under review for Downgrade, unchanged -- Senior Unsecured Notes -- B3, LGD5 (79%) from B2, LGD5 (75%) -- Junior Guaranteed Unsecured Notes -- Assigned Ba3, LGD3 (34%) -- Senior Unsecured Gtd. Bank Credit Facility -- Ba1, LGD2 (14%) from Ba1, LGD2 (12%) Issuer: Sprint Capital Corp. -- Senior Unsecured Notes -- B3, LGD5 (79%) from B2, LGD5 (75%) Issuer: Nextel Communications Inc. -- Senior Unsecured Notes -- B1, LGD3 (45%) from B1, LGD3 (42%) Issuer: iPCS Inc. -- Senior Secured 1st Priority Notes -- B1, LGD4 (54%) from B1, LGD4 (50%) -- Senior Secured 2nd Priority Notes -- B3, LGD5 (79%) from B3, LGD5 (78%) The principal methodology used in rating Sprint Nextel Corporation was the Global Telecommunications Industry Methodology, published December 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009 (and/or the Government- Related Issuers methodology, published July 2010. SPRINT NEXTEL: S&P Assigns 'BB' Rating to $2.5-Bil. Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '2' recovery rating to Overland Park, Kan.-based wireless carrier Sprint Nextel Corp.'s $2.5 billion of senior guaranteed notes due 2018. These notes have subordinated guarantees from all the subsidiaries that guarantee the existing $2.25 revolving credit facility. The '2' recovery rating indicates expectations for substantial (70%-90%) recovery in the event of payment default. "We also assigned a 'B+' issue-level rating and '4' recovery rating to the company's $1 billion of senior notes due 2021, to be issued under rule 144A with registration rights. The '4' recovery rating indicates our expectation for average (30% to 50%) recovery in the event of payment default. At the same time, we revised the recovery rating on Sprint Nextel's existing senior unsecured debt to '4' from '3' although the 'B+' issue-level rating is unchanged. The company intends to use the net proceeds from the new notes for general corporate purposes, which may include the refinancing of outstanding debt, network modernization, and potential funding for Clearwire," S&P related. The corporate credit rating on Sprint Nextel is 'B+' and remains unchanged, as does the negative outlook. "The rating continues to reflect a 'highly leveraged' financial risk profile based on our expectation for free operating cash flow losses through 2013 and operating lease-adjusted leverage increasing to around 6x by 2012. The ratings also reflect our assessment of the business risk profile which remains 'fair. This assessment incorporates the company's weak profitability measures relative to its peer group; significant competition from other wireless carriers, which is particularly important as the industry continues to show signs of maturation; and elevated?albeit improving?customer churn rates. Mitigating factors include Sprint Nextel's position as the third- largest wireless carrier in the U.S., with a national footprint; improving subscriber trends and rising average revenue per user (ARPU), which should lead to modest revenue growth; and industry- leading data penetration," S&P said. Ratings List Sprint Nextel Corp. Corporate Credit Rating B+/Negative/-- New Ratings Sprint Nextel Corp. Senior Secured $2.5 bil guaranteed notes due 2018 BB- Recovery Rating 2 $1 bil notes due 2021 B+ Recovery Rating 4 Ratings Affirmed; Recovery Rating Revised To From Sprint Nextel Corp. Nextel Communications Inc. Sprint Capital Corp. iPCS Inc. Senior Unsecured B+ B+ 4 3 SPRINT NEXTEL: S&P Lowers Corporate Credit Rating to 'B+' --------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Overland Park, Kan.-based wireless carrier Sprint Nextel Corp., including the corporate credit rating to 'B+' from 'BB-' and all issue-level ratings. "At the same time, we removed all the ratings from CreditWatch, where they were placed with negative implications on Oct. 10, 2011. The outlook is negative. Total debt outstanding as of Sept. 30, 2011 was approximately $18.5 billion," S&P said. "The downgrade reflects our belief that costs associated with Sprint Nextel's network modernization project and fourth- generation (4G) wireless deployment will result in near-term margin compression and higher capital spending," said Standard & Poor's credit analyst Allyn Arden, "along with greater and more persistent free operating cash flow (FOCF) deficits, and higher leverage than we had assumed for the previous rating. As a result, we are revising our financial risk profile to 'highly leveraged' from 'aggressive.'" "Furthermore, we believe the addition of the iPhone to Sprint Nextel's device portfolio will result in incremental margin pressure and that there is still strategic uncertainty related to Sprint Nextel's relationship with majority-owned wholesale partner Clearwire Corp. (CCC+/Negative/--)," S&P related. Specifically, S&P's downgrade reflects these expectations: "We assume Sprint Nextel will experience continued margin pressure over the next two to three years due to significant subscriber acquisition costs associated with the iPhone, as well as expenses related to the accelerated network upgrade. We expect wireless margins to decline to the low-teens area in 2012, from about 18% as of the third quarter of 2011, which was already lower than those of its peer group. Despite the potential for longer term benefits from the company's investments, we do not expect margins to meaningfully improve until 2014, at the earliest. While the iPhone could help lower churn and improve gross subscriber additions, the incremental EBITDA impact will likely not turn break-even until 2015," S&P related. "We believe FOCF will be negative due to lower levels of EBITDA and capital expenditures of at least $10 billion during 2012-2013. Higher capital expenditures, in particular, are associated with the company's network upgrade and accelerated Long-Term Evolution (LTE) deployment. We assume that Sprint Nextel will have a FOCF deficit of at least $3 billion in 2012 and $700 million in 2013 and will likely not turn positive until 2014, assuming subscriber growth and churn continue to show improvement," S&P said. "We assume operating lease-adjusted debt to EBITDA will likely approach 6.0x by 2012, from about 4.4x as of Sept. 30, 2011, although we believe that potential benefits from the network modernization project could result in EBITDA growth and leverage improvement to below 5x by 2014. Our projected leverage assumes the company maintains a minimum cash balance of $2 billion and raises at least $6 billion of debt to refinance over $4 billion of maturities and fund FOCF losses over the two years," S&P said. "Uncertainty related to the near-term sustainability of majority-owned Clearwire. During Sprint Nextel's investor conference on Oct. 7, 2011, the company indicated that it would not sell WiMax devices after 2012 and would not provide any commitment to future funding for 54%-owned Clearwire, which we believe will likely run out of cash in the first half of 2012 absent any additional external source of liquidity. While the companies subsequently announced a non-binding agreement to ensure their LTE networks work together, which could pave the way to an extension of their wholesale arrangement, currently the agreement expires in 2012 and we consider Clearwire to be at risk of default in the next year. Should Clearwire be forced to restructure, Sprint Nextel may lose its share of Clearwire's spectrum licenses, which would be valuable given Sprint Nextel's 4G plans. Additionally, we estimate that about 8 million of Sprint Nextel's customers are currently on Clearwire's network through their wholesale arrangement," S&P related. "In addition to the financial risk profile, which we now consider highly leveraged, the ratings also reflect our assessment of the business risk profile, which remains 'fair.' This assessment incorporates the company's weak profitability measures relative to its peer group; significant competition from other wireless carriers, which is particularly important as the industry continues to show signs of maturation; and elevated?albeit improving?customer churn rates. Mitigating factors include Sprint Nextel's position as the third-largest wireless carrier in the U.S., with a national footprint; improving subscriber trends and rising average revenue per user (ARPU), which should lead to modest revenue growth; and industry-leading data penetration," S&P said. Sprint Nextel's operating performance has picked up over the past few years because of growth on the code division multiple access (CDMA) network, which added 265,000 customers during the third quarter of 2011. Improving trends on the CDMA network are partially the result of higher gross subscriber additions and lower customer churn, which was 1.91% in the quarter, but is still high compared with that of its peers. "Sprint Nextel recently signed a four-year agreement with Apple to sell the iPhone, which could help the company reduce churn and contribute to increasing gross subscriber trends over the next few years. Still, we believe there is a risk that maturing industry conditions, increased competition from its primary competitors AT&T Mobility and Verizon Wireless, and ongoing subscriber losses on the iDEN network could constrain overall post-paid subscriber growth over the next couple of years. Moreover, despite the potential benefits of having the iPhone as part of its device portfolio, customer acquisition costs in the form of upfront device subsidies will be substantial and will likely constrain overall profitability measures at least until 2015," S&P said. Sprint Nextel's pre-paid service continues to perform well, including 485,000 net adds during the September 2011 quarter, and helped contribute to overall subscriber growth. The company is using a multibrand strategy targeting different customer segments. The Virgin Mobile pre-paid service appeals to younger customers through its trendy handsets and enhanced data capabilities while its Boost Unlimited product offers unlimited minutes for a flat rate with no contracts or termination fees. Nevertheless, longer term growth prospects are largely uncertain and the company may be challenged to effectively compete against more established carriers in this market, including MetroPCS Communications Inc. and Leap Wireless International Inc. Moreover, maturing industry conditions could result in increased priced-based competition in this segment. "Sprint Nextel plans to accelerate the overhaul of its wireless network and deploy 4G wireless technology under the LTE standard using 10 MHz of spectrum in the 1.9 GHz band, which we believe will result in slower speeds than existing 4G offerings, until it can migrate CDMA traffic to its 800 MHz spectrum licenses. To upgrade its network, it will phase out the iDEN platform, integrate network equipment, and aggregate multiple spectrum bands onto a single multimode base station. Additionally, the company plans to invest in next-generation backhaul solutions such as microwave and Ethernet," S&P said. There is a large margin differential between Sprint Nextel and its peer group, especially given that it is running multiple networks. As of the third quarter of 2011, Sprint Nextel's wireless margin was about 18%. The network modernization project will aim to address this, although the potential benefits may not arrive until 2014, at the earliest. By overhauling its network, it can save on backhaul expense, rent, utilities, and the number of cell sites in use. "Operating lease-adjusted debt to EBITDA was about 4.4x as of Sept. 30, 2011, and we expect leverage to approach 6.0x in 2012, which is somewhat high for the 'B+' rating level given our business risk assessment. However, we expect leverage to moderate to the low-5x area in 2013. Our leverage calculation adjusts for the present value of operating lease payments and unfunded pensions and other retirement benefit obligations, which add about $9.4 billion to reported debt," S&P said. "We consider Sprint Nextel's liquidity adequate, according to our criteria. Sources of liquidity consist of about $4 billion of cash, $1 billion of availability under the $2.25 billion senior unsecured credit facility, and our expectation of funds from operations of at least $3.5 billion in 2012. The remaining portion of the revolver is primarily used to support the $1.1 billion letter of credit by the FCC for the spectrum rebanding process. Cash uses are likely to include capital expenditures of at least $5 billion in 2012, although this figure depends on customer growth and timing related to its network modernization project, and debt maturities of $2.25 billion," S&P said. Sprint Nextel's senior unsecured credit facility has a total leverage covenant of 4.50x, which steps down to 4.25x after March 31, 2012, and a minimum interest coverage covenant of 3.00x until maturity. The credit facility allows the company to add back about $2.7 billion in aggregate to EBITDA over the next 18 months to exclude net subsidy costs. "We believe these covenants should provide the company with at least 15% to 20% headroom over the next year," S&P said. The outlook is negative. "Despite improving operating trends, including higher ARPU and lower churn, we expect leverage to approach 6x by year-end 2012, which is high for the rating level given our current business risk assessment of fair. Moreover, we believe the company's subpar profitability relative to its peer group, and high capital expenditures over the next few years leaves little room for execution missteps as the company upgrades its network and expands its device portfolio. As such, we could lower the ratings if the EBITDA margin declines below 10% because of costs associated with the iPhone, network modernization project or other factors, or if leverage does not show a trajectory to improve to around 5x after peaking in 2012," S&P stated. "Additionally, we could lower the ratings if maturing industry conditions and increased competition result in higher churn, pricing pressure and accelerating post-paid subscriber losses. These factors could result in a revision of the business risk to 'weak' from 'fair'. While unlikely in the near term, we could revise the outlook to stable if the network modernization project yields significant margin benefits and the company can demonstrate sustainable momentum in post-paid subscriber growth," S&P related. SSI GROUP: Meeting of Creditors Adjourned to Nov. 9 --------------------------------------------------- The U.S. Trustee for Region 3 has adjourned to Nov. 9, 2011, at 2:00 p.m., the meeting of creditors in the Chapter 11 cases of SSI Group Holding Corp., et al. The meeting will be held at J. Caleb Boggs Federal Building, Room 2112, 844 King Street, Wilmington, Delaware. The meeting was previously scheduled for Oct. 26. On Sept. 14, 2011, SSI Group Holding Corp. sought bankruptcy protection (Bankr. D. Del. Case No. 11-12917) 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. Judge Mary F. Walrath presides over the case. SSI reported $23.9 million in assets as of Aug. 28, 2011. The Debtor is represented by Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan Joseph TriArtisan LLC as financial advisors. SSI is behind two southern restaurant chains -- the healthy Souper Salad chain and "comfort food"-serving Grandy's restaurants. 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). U.S. Trustee appointed an Official Committee of Unsecured Creditors in the chapter 11 cases of SSI Group Holding Corp. and its affiliates. SUPERMEDIA INC: Posts $35 Million Net Income in 3rd Quarter ----------------------------------------------------------- SuperMedia Inc. reported net income of $35 million on $399 million of operating revenue for the three months ended Sept. 30, 2011, compared with net income of $36 million on $489 million of revenue for the same period during the prior year. The Company also reported net income of $100 million n $1.25 billion of operating revenue for the nine months ended Sept. 30, 2011, compared with net income of $94 million on $1.53 million of operating revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.83 billion in total assets, $2.75 billion in total liabilities, and a $924 million total stockholders' deficit. "During the third quarter we maintained the operating margin improvements we saw in the first half of the year," said SuperMedia CEO Peter McDonald. "While I'm disappointed in the top line results, I am pleased with our continuing efforts in attacking the cost structure and I'm encouraged by the early progress we are seeing from our sales and marketing initiatives as we approach 2012." A full-text copy of the press release is available for free at: http://is.gd/jeMmDt About Idearc Inc. Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as SuperMedia Inc., is the second largest U.S. yellow pages publisher. Idearc was spun off from Verizon Communications, Inc. Idearc and its affiliates filed for Chapter 11 protection on March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828). The Debtors' financial condition as of Dec. 31, 2008, showed total assets of $1,815,000,000 and total debts of $9,515,000,000. Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented the Debtors in their restructuring efforts. The Debtors tapped Moelis & Company as their investment banker; Kurtzman Carson Consultants LLC as their claims agent. William T. Neary, the United States Trustee for Region 6, appointed six creditors to serve on the official committee of unsecured creditors. The Committee selected Mark Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co- counsel. Idearc completed its debt restructuring and its plan of reorganization became effective as of Dec. 31, 2009. In connection with its emergence from bankruptcy, Idearc changed its name to SuperMedia Inc. Under its reorganization, Idearc reduced its total debt from more than $9 billion to $2.75 billion of secured bank debt. Less than two years since leaving bankruptcy protection, SuperMedia remains in quandary. Early in October 2011, Moody's Investors Service slashed its corporate family rating for SuperMedia to Caa1 from B3 prior. The downgrade reflects Moody's belief that revenues will continue to decline at a double digit rate for the foreseeable future, leading to a steady decline in free cash flow. SuperMedia's sales were down 17% for the second quarter of 2011 in a generally improving advertising sector. Moody's ratings outlook for SuperMedia remains negative. While SuperMedia is attempting to transition the business away from its reliance on print advertising through development of online and mobile directory service applications, Moody's is increasingly concerned that the company will not be able to make this change quickly enough to stabilize the revenue base over the intermediate term. Further, the high fixed cost nature of SuperMedia's business could lead to steep margin compression, notwithstanding continued aggressive cost management. SUPERMEDIA INC: S&P Puts 'CCC+' CCR on Watch Negative ----------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based SuperMedia Inc. to 'CCC+' from 'B-' and placed the rating on CreditWatch with negative implications. "Negative implications indicate that we could lower or affirm the rating," S&P related. "We also lowered our issue-level rating on the company's senior secured credit facility to 'CCC' from 'B-'. At the same time, we revised the recovery rating on the senior secured debt to '5' from '4'. The '5' recovery rating indicates our expectation of modest (10% to 30%) recovery for lenders in the event of a payment default," S&P related. "The rating action is based on the company's continued weak operating performance and its announcement of a proposed amendment, which would allow subpar repurchases of its term debt," said Standard & Poor's credit analyst Chris Valentine. "The term loan is trading at a significant discount to the par value, which suggests a high probability of a subpar buyback. Under Standard & Poor's criteria, we would view these subpar buybacks as tantamount to a default." "The 'CCC+' rating reflects our view that the business will continue to decline for the foreseeable future," added Mr. Valentine. "We believe the ongoing weak economy and negative secular trends affecting print yellow pages advertising will result in mid-teen percent revenue declines over the intermediate term, and even greater EBITDA declines, contributing to steadily declining discretionary cash flow relative to total debt. We continue to assess SuperMedia's business risk profile as vulnerable, principally because of the significant risks of continued secular declines in the print directory sector. We view the financial risk profile as highly leveraged, based on trends of steady erosion of EBITDA and cash flow, and refinancing risk in 2015 surrounding the company's credit facility, which had $2.075 billion outstanding as of Sept. 30, 2011." SuperMedia, the second-largest directory publisher in the U.S., sells advertising solutions to its clients primarily in its print directories, online sites, mobile application, and direct marketing programs. "Our rating assumptions incorporate our view that print directory advertising will continue to shrink as a component of small business advertising, and decline in absolute terms. Despite our expectation that the company will continue to transition a sizable share of its customers to its online offerings over time, we expect increased competition in the online channel compared with print. This is a good place to talk about how much more efficient online is for many local advertisers, who can no longer afford print," S&P said. On an adjusted pro forma non-GAAP basis (which eliminates the impact from fresh-start accounting subsequent to the company's emergence from bankruptcy), revenues dropped 18%, while EBITDA fell 8.7% in the three months ended Sept. 30, 2011, adjusting for a one-time tax benefit in 2010 EBITDA would have increased 5%. "Under our base case scenario, we expect revenue and EBITDA over the next 12 months will show, respectively, mid- and low-teen percentage drops, reflecting ongoing advertising declines due to a continued shift toward fast and efficient digital platforms," S&P related. Total debt to EBITDA, adjusted for operating leases and postretirement obligations, was 3.9x for the 12 months ended Sept. 30, 2011, and EBITDA coverage of interest expense was about 2.4x over the same period. "Our base case scenario assumes that SuperMedia's credit metrics will continue to deteriorate in the second half of 2011 and through 2012, incorporating the above revenue and EBITDA assumptions, despite possible debt repayment from discretionary cash flow. In 2012, we expect adjusted leverage to rise above 4x and adjusted interest coverage to remain in the low-2x area, as discretionary cash flow continues to deteriorate," S&P said. As of Sept. 30, 2011, the company had cash balances of $267 million and is generating substantial but declining discretionary cash flow. Standard & Poor's expects that SuperMedia's discretionary cash flow will continue to decline over the next two to three years as operating trends pressure revenue and cash flow. "Nonetheless, given cash balances and current trading levels of the company's debt, we feel that management has a strong incentive to take out debt at prices below par," S&P said. Debt maturities are minimal over the next several years. The term loan matures on Dec. 31, 2015, and has no required amortization, aside from a cash flow sweep of 67.5% of excess cash flow. "We believe there is significant risk surrounding the company's ability to refinance the full face value of its 2015 maturing debt," S&P stated. "Upon completion of the amendment, we expect to lower the corporate credit rating to 'CC'. After the commencement of a subpar repurchase of term debt, we anticipate lowering the rating to 'SD' (selective default) and the issue-level rating on the company's senior secured credit facilities to 'D'. As soon as possible thereafter, we will reassess SuperMedia's business outlook and financial profile and assign new ratings. If the proposed amendment is not approved, we would likely affirm rating at 'CCC+' with a negative outlook, given our view of business prospects and the continued strong incentive for future subpar repurchases," S&P stated. TELECONTINUITY INC: Court Won't Hear Mayberg/Nobska Venture Suit ---------------------------------------------------------------- Bankruptcy Judge Paul Mannes declined to hear counterclaims lodged in the adversary proceeding, LOUIS M. MAYBERG and NOBSKA VENTURE PARTNERS I, LP Plaintiffs and Defendants-in-Counterclaim, v. WWC CAPITAL FUND II, LP, IN ITS CAPACITY AS COLLATERAL AGENT FOR WWC CAPITAL FUND II, L.P., WWC CAPITAL FUND II-A, L.P., WWC TELECONTINUITY SPV, LP AND RONALD C. HAMMOND; WWC FUND II, LP; WWC FUND II, LP-A; WWC TELECONTINUITY SPV, LP; and RONALD C. HAMMOND, JR. Defendants and Plaintiffs-in-Counterclaim, Adv. Proc. No. 10-00694. In a Nov. 1, 2011 Memorandum of Decision, available at http://is.gd/9m6F86from Leagle.com, the judge said the conversion of Telecontinuity Inc.'s case to a case under Chapter 7 brought with it the introduction of a Chapter 7 trustee as an independent fiduciary for the estate. The Chapter 7 trustee has sought approval a settlement agreement resolving WWC's claims against the estate. According to the judge, the issues remaining in the adversary proceeding are in a posture that strains the court's jurisdictional limits. Being entirely between non-debtor parties, and not arising under the Bankruptcy Code, the proceeding can only be said to be one that distantly relates to the case, and is no longer pertinent to the administration of the estate. To the extent that the proceeding alleges actions that harmed the debtor, that cause of action has been released by the Chapter 7 trustee. Approval of the settlement accomplishes the subordination sought by the Plaintiffs. The Counterclaims go to the classification of the Plaintiffs' claims against the estate, also the province of the Chapter 7 trustee through the claims objection process. In the Court's view, the balance of the claims between the parties does not necessarily affect the bankruptcy estate but are more in the nature of alternative avenues of relief for the parties in view of the demise and insolvency of the debtor. The Court has no jurisdictional basis for adjudicating such claims. Telecontinuity filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-12513) on Feb. 5, 2010. TAYLOR BEAN: WARN Act Settlement Initially Approved --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Taylor Bean & Whitaker Mortgage Corp. received preliminary approval from the bankruptcy court last week for settlement of a class-action lawsuit on behalf of workers who didn't receive the required 60-day warning of mass firings. On behalf of almost 3,000 workers who lost their jobs, a $21.4 million claim was filed. The settlement requires a creditors' trust to set aside $15 million for payment to former workers as a priority claim arising during the Chapter 11 case. According to the report, the plaintiffs' lawyers believe the settlement represents 70% recovery for the priority portion of the claim. Notice of the proposed settlement will be given to workers included in the class. The bankruptcy judge will hold another hearing on Dec. 2 for final approval. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition Lee Farkas, the former chairman, was sentenced in June to 30 years in federal prison after being convicted on 14 counts of conspiracy and bank, wire and securities fraud in what prosecutors said was a $3 billion scheme involving fake mortgage assets. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. TELLICO LANDING: DIP Loan Hearing Continued Until Nov. 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee has continued until Nov. 10, 2011, at 9:30 p.m., to consider Tellico Landing, LLC's request to obtain credit. As reported in the Troubled Company Reporter on Sept. 16, 2011, asked that the Court allow it to obtain credit by deeming that it has a senior lien on a Tennessee resort property that is subject to the lien of Wind River Investments, LLC. The Debtor related that it needs $2.7 million in additional funding, which will be used, among other things, to market lots in the Rarity Pointe Resort located in Lenoir City, Tennessee, owned by the Debtor. The Resort has 184 residential lots, some vacant tracts, and a golf course. However, the Debtor's $6.7 million debt to Wind River for the lots and tracts in the Resort Property is secured by a first priority Deed of Trust on the real property. The Debtor related that it has obtained a conditional commitment from Heritage Solutions, LLC, to provide a secured $2.7 million financing. However, the financing is conditioned on the Court approving that the Debtor has a senior lien on the Resort Property that is subject to the lien of Wind River. The Debtor maintained that Wind River's interest in the Resort is adequately protected by the $30 million value of the real property. In addition, the Debtor is reserving $350,000 for interest payments to be made to Wind River starting September 2011. The Debtor noted that as lots are released for sale, it will pay certain sums to the DIP Lender to obtain lot releases. Upon the DIP Lender being repaid, the release will be paid to Wind River. At the Nov. 10 hearing, the Court will also consider creditor WindRiver Investments, LLC's motion to appoint trustee in the Debtor's case. About Tellico Landing Tellico Landing, LLC, based in Maryville, Tennessee, filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on June 27, 2011. The case has been assigned to Judge Marcia Phillips Parsons. Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox PLLC represents the Debtor. The Debtor scheduled $40,444,352 in assets and $8,532,455 in liabilities. The petition was signed by Michael L. Ross, its chief manager. The United States Trustee said that a committee under 11 U.S.C. Sec. 1102 has not been appointed in the Tellico case because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. TENET HEALTHCARE: Moody's Rates New Sr. Secured Notes at 'B1' ------------------------------------------------------------- Moody's Investors Service assigned a B1 (LGD 3, 39%) rating to Tenet Healthcare Corporation's (Tenet) proposed offering of $750 million of senior secured notes. Moody's understands that the proceeds of the offering will be used to repurchase the company's 9% senior secured notes due 2015 and fund transaction costs. Moody's existing ratings of the company, including the B2 Corporate Family and Probability of Default Rating remain unchanged. The proposed issuance is not expected to meaningfully increase Tenet's leverage while the tender for the 9% senior notes will alleviate refinancing risk by significantly reducing the block of debt due in 2015, the nearest material maturity. The ratings outlook remains positive. Following is a summary of Moody's rating actions. Ratings assigned: 6.25% senior secured notes, B1 (LGD 3, 39%) Ratings unchanged: 9.0% senior secured notes due 2015, B1 (LGD 3, 39%) (expected to be withdrawn at the close of the transaction) 10.0% senior secured notes due 2018, B1 (LGD 3, 39%) 8.875% senior secured notes due 2019, B1 (LGD 3, 39%) 6 3/8% senior notes due 2011, Caa1 (LGD 5, 86%) 6.5% senior notes due 2012, Caa1 (LGD 5, 86%) 7 3/8% senior notes due 2013, Caa1 (LGD 5, 86%) 9 7/8% senior notes due 2014, Caa1 (LGD 5, 86%) 9 1/4% senior notes due 2015, Caa1 (LGD 5, 86%) 8% senior notes due 2020, Caa1 (LGD 5, 86%) 6 7/8% senior notes due 2031, Caa1 (LGD 5, 86%) Corporate Family Rating, B2 Probability of Default Rating, B2 Speculative Grade Liquidity Rating, SGL-2 RATINGS RATIONALE Tenet's B2 Corporate Family Rating remains constrained by Moody's expectation of modest free cash flow generation and continued high geographic concentration. Furthermore, industry challenges like high bad debt expense, weak volume trends and changes in mix as commercial volumes decline, will likely challenge organic growth. However, the rating also incorporates Moody's expectation that the company will continue to see improvements in operating performance, driven by cost savings initiatives and benefits from capital investment. Moody's could upgrade the rating if the company is able to effectively manage growth of the business such that leverage remains at or below the current level while earnings growth continues to result in improving credit metrics. Moody's could downgrade the rating if a decline in operating performance results in an expectation that debt to EBITDA will rise above 5.5 times or if free cash flow, prior to discretionary reinvestment in the business, is expected to be negative. Furthermore, a significant debt financed acquisition could result in a downgrade of the ratings. For further details, refer to Moody's Credit Opinion for Tenet Healthcare Corporation on moodys.com. The principal methodology used in rating Tenet Healthcare Corporation was the Moody's Global For-Profit Hospital Industry Methodology published in September 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. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Tenet, headquartered in Dallas, TX, is one of the largest for- profit hospital operators by revenues. At September 30, 2011 the company operated 49 general hospitals and a critical access hospital in 11 states. Tenet generated revenue from continuing hospital operations of approximately $9.5 billion for the twelve months ended September 30, 2011. TENET HEALTHCARE: S&P Assigns 'BB-' Rating to $750MM Sr. Notes -------------------------------------------------------------- Standard & Poor's Ratings Services assigned Dallas-based Tenet Healthcare Corp.'s proposed $750 million senior secured notes due 2018 its 'BB-' issue-level rating (two notches above the 'B' corporate credit rating on the company). "We also assigned the notes a recovery rating of '1', indicating our expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. The company plans to use the proceeds to refinance existing debt," S&P said. The corporate credit rating on Tenet is 'B' and the outlook is stable. "The rating reflects our view of the company's weak business risk as the benefits of a fairly sizable portfolio of 49 hospitals are undercut by uncertain reimbursement, significant uncompensated care, weak patient volume trends and concentration in certain markets, many of which are competitive. We view Tenet's financial risk profile as aggressive, even though there has been a recent reduction in debt to EBITDA to 4.5x. This has contributed to the generation of free cash flow since last year. (For the latest complete corporate credit rating rationale, see Standard & Poor's research report on Tenet published July 20, 2011 on Ratings Direct)," S&P related Rating List Tenet Healthcare Corp. Corporate credit rating B/Stable/-- Rating Assigned $750 mil sr secd nts due 2018 BB- Recovery rating 1 TIMBER CREEK: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Timber Creek Inn & Suites and Convention Center, Ltd. 1060 Cindy Lane Sandwich, IL 60548 Bankruptcy Case No.: 11-84812 Chapter 11 Petition Date: November 4, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Rockford) Judge: Manuel Barbosa Debtor's Counsel: G. Alexander McTavish, Esq. MYLER, RUDDY & MCTAVISH 105 E. Galena Boulevard, 8th Floor Aurora, IL 60505 Tel: (630) 897-8475 Fax: (630) 897-8076 E-mail: alexmctavish@mrmlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb11-84812.pdf The petition was signed by Ralph E. Webb, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- W B Holdings, LLC 11-84813 11/04/11 TOWNSENDS INC: Hearing on Final Fee Applications Nov. 22 -------------------------------------------------------- On Oct. 13, 2011, the U.S. Bankruptcy Court for the District of Delaware entered an amended order converting Townsends Inc.'s Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. The deadline to object to a final fee application will be 20 days from the Oct. 28, 2011 filing deadline. A hearing to consider all timely filed final fee applications will be held on Nov. 22, 2011, at 1:00 p.m. A copy of the conversion order, as amended, is available for free at http://bankrupt.com/misc/townsendsinc.dkt966.pdf As reported in the TCR on Oct. 10, 2011, the U.S. Bankruptcy Court for the District of Delaware granted Townsends Inc.'s request to convert its bankruptcy from Chapter 11 to a Chapter 7 liquidation, but gave the company a week to tie up loose ends before putting a trustee in charge. The conversion will be effective Oct. 13, 2011, and U.S. Bankruptcy Judge Christopher Sontchi will appoint a trustee to oversee liquidation of the company's remaining assets. About Townsends Inc. Founded in 1891, Townsends Inc. is a third-generation, family- owned poultry company. Headquartered in Georgetown, Delaware, Townsends operates production and processing facilities in Arkansas and North Carolina. Townsends Inc. -- fka Townsend Specialty Foods -- and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on Dec. 19, 2010. As of Dec. 5, 2010, the Debtors disclosed $131 million in total assets and $127 million in total debts. Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves as the Debtors' bankruptcy counsel. McKenna Long & Aldridge LLP serves as special counsel. Huron Consulting Group's Dalton T. Edgecomb serves as the Debtors' chief restructuring officer. SSG Capital Advisors, LLC, serves as investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims, noticing and balloting agent. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has tapped Lowenstein Sandler PC as its counsel and J.H. Cohn LLP as its financial advisor. No trustee or examiner has been appointed in the Debtors' bankruptcy cases. The Debtors sold virtually all of their assets in two Asset Sale transactions which closed on Feb. 25, 2011. The purchasers were Omtron, Ltd., and Peco Foods, Inc. On Oct. 4, 2011, the Delaware Bankruptcy Court signed an order n converting the Debtor's Chapter 11 case to a liquidation in Chapter 7 where a trustee will be appointed automatically. TRAILER BRIDGE: Extends Wells Fargo Forbearance Pact to Nov. 14 --------------------------------------------------------------- Trailer Bridge, Inc., entered into Amendment No. 1 to each of the Forbearance Agreements dated Oct. 15, 2011, related to its revolving credit facility and term loan and security agreement by and among Wells Fargo Bank, N.A., in its capacity as agent, and the financial institutions from time to time party thereto. The Revolving Credit Facility provides, among other things, that the failure of the Company to refinance its Senior Secured Notes by Oct. 15, 2011, is an event of default. As of Nov. 3, 2011, the Company has not refinanced its Senior Secured Notes. The Loan Agreement provides that an event of default under the Revolving Credit Facility is an event of default under the Loan Agreement. The Amendments provide that the Lenders agree to forbear exercising their rights and remedies until Nov. 14, 2011, provided no additional events of default occur. In exchange for the Amendments, the Company paid a fee of $20,000 and executed a general release in favor of the Lenders and Wells Fargo for any claims related to the Revolving Credit Facility and the Loan Agreement that the Company had prior to or as of the date of the Amendments. Failure to cure the default by Nov. 14, 2011, will result in the acceleration of the obligations due under the Revolving Credit Facility and the Loan Agreement. As of Oct. 31, 2011, approximately $4.4 million was drawn on the Revolving Credit Facility and $4.9 million was drawn on the Loan Agreement. If the Company is unable to cure the event of default or obtain a waiver or additional forbearance and the amounts due are accelerated, such acceleration, if uncured, may be considered an event of default giving rise to acceleration of the amounts due under the Company's Senior Secured Notes. About Trailer Bridge Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated trucking and marine freight carrier that provides freight transportation between the continental U.S., Puerto Rico and the Dominican Republic. BDO USA, LLP, in Miami, Fla., expressed substantial doubt about Trailer Bridge's ability to continue as a going concern. The independent auditors noted that the Company has a significant working capital deficit resulting from the current maturities of long term debt. The Company reported a net loss of $2.3 million on $118.2 million of revenues for 2010, compared with net income of $2.6 million on $114.3 million of revenues for 2009. The Company's balance sheet at June 30, 2011, showed $105.62 million in total assets, $119.54 million in total liabilities, and a $13.92 million total stockholders' deficit. Bankruptcy Warning If the Company's cash flow and capital resources are insufficient to fund its debt service obligations, including refinancing the Notes due Nov. 15, 2011, the Company could face substantial liquidity problems and might be forced to reduce or delay capital expenditures, dispose of material assets or operations, seek to obtain additional equity capital, restructure or refinance its indebtedness. In the event that the Company is required to dispose of material assets or operations to meet its debt service obligations, the Company said it cannot be sure as to the timing of those dispositions or the proceeds that it would realize from those dispositions. Further, the Company said it cannot provide assurance that it will be able to restructure or refinance any of its indebtedness or obtain additional financing, given the uncertainty of prevailing market conditions from time to time. Such alternative measures may not be successful and may not permit the Company to meet its scheduled debt service obligations. In such an event, the Company may be forced to file for protection under federal bankruptcy laws. If the Company is able to restructure or refinance its indebtedness or obtain additional financing, the Company anticipates that the economic terms on which such indebtedness is restructured, refinanced or obtained will not be as favorable to the Company as its current indebtedness and may include an equity component that could include a change of control. * * * As reported by the TCR on May 25, 2011, Moody's Investors Service downgraded Trailer Bridge, Inc.'s Corporate Family and Probability of Default ratings two notches to Caa2 from B3. The ratings downgrade was prompted by Trailer Bridge's upcoming maturities comprising the majority of the company's debt structure over the next twelve months combined with insufficient liquidity sources to satisfy these obligations absent a refinancing. In the Nov. 4, 2011, edition of the TCR, Standard & Poor's Ratings Services raised its long-term corporate credit rating on Trailer Bridge Inc. to 'CC' from 'SD' and placed it on CreditWatch with negative implications. The 'CC' rating on Trailer Bridge's senior secured notes remains unchanged and on CreditWatch with negative implications. The rating actions reflect confidential information that Trailer Bridge has made available to Standard & Poor's regarding its debt obligations. The company's senior secured notes mature on Nov. 15, 2011. TRANSMATRIX, INC.: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: TransMatrix, Inc. 570 E. Higgins Road, Suite 200 Elk Grove Village, IL 60007-1431 Bankruptcy Case No.: 11-44880 Chapter 11 Petition Date: November 3, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Mark R. Schottler, Esq. SCHOTTLER & ASSOCIATES 10 S. LaSalle Street, Suite 1130 Chicago, IL 60603 Tel: (312) 236-7200 Fax: (312) 284-4575 E-mail: mark@schottlerlaw.com Scheduled Assets: $1,042,872 Scheduled Debts: $1,176,019 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb11-44880.pdf The petition was signed by Thomas S. Wagner, president. TRIANGLE MAINTENANCE: Case Summary & Creditors List --------------------------------------------------- Debtor: Triangle Maintenance Service, LLC 2044 Highway 182 West P.O. Box 2313 Columbus, MS 39701 Bankruptcy Case No.: 11-15142 Chapter 11 Petition Date: November 3, 2011 Court: U.S. Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Craig M. Geno, Esq. HARRIS JERNIGAN & GENO, PLLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 E-mail: cmgeno@hjglawfirm.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/msnb11-15142.pdf The petition was signed by Scott C. Hannon, managing member. TRIN INVESTMENTS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Trin Investments, Inc. 2900 Attala Road 1010 Kosciusko, MS 39090 Bankruptcy Case No.: 11-15141 Chapter 11 Petition Date: November 3, 2011 Court: U.S. Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Craig M. Geno, Esq. HARRIS JERNIGAN & GENO, PLLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 E-mail: cmgeno@hjglawfirm.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 largest unsecured creditors does not contain any entry. The petition was signed by James Clanton Lindsay, Jr., president/owner. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- James Clanton Lindsay, Jr. -- 11/03/11 UNIGENE LABORATORIES: Messrs. Miller & Bloom Retire from Board -------------------------------------------------------------- Marvin L. Miller and Mr. Allen Bloom each retired as directors of Unigene Laboratories, Inc. Board Member Joel A. Tune replaces Mr. Miller as Chairman of the Nominating and Corporate Governance Committee and Board Member Zvi Eiref replaces Mr. Bloom as Chairman of the Audit Committee. Board Member Theron (Ted) Odlaug, Ph.D., is the now Chairman of the Compensation Committee. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended Dec. 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of Dec. 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. The Company reported a net loss of $27.86 million on $11.34 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $13.37 million on $12.79 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $21.79 million in total assets, $76.33 million in total liabilities and a $54.53 million total stockholders' deficit. UNITY 343: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Unity 343, Ltd. dba Walnut Creek Apartments 11411 Green Plaza Dr Houston, TX 77038-1445 Bankruptcy Case No.: 11-39296 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Lawrence J. Maun, Esq. LAWRENCE J MAUN PC 4545 Mt. Vernon Houston, TX 77006 Tel: (713) 251-3720 Fax: (713) 481-0831 E-mail: lmaun@maunlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb11-39296.pdf The petition was signed by Paul M. Parakkattil, president of Strong Unity Investments, Inc., general partner. VILLA NUEVA-2008: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Villa Nueva-2008 LLC aka Westwood Apartments 6259 Norcross Tucker Road Tucker, GA 30084 Bankruptcy Case No.: 11-81631 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: David G Bisbee, Esq. LAW OFFICE OF DAVID G. BISBEE 2929 Tall Pines Way Atlanta, GA 30345 Tel: (770) 939-4881 Fax: (770) 783-8595 E-mail: bisbeed@bellsouth.net Scheduled Assets: $6,811,695 Scheduled Debts: $11,974,770 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb11-81631.pdf The petition was signed by Gideon Levy, managing member. VITRO SAB: Bonds Trading Above Value in Proposed Reorganization --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that defaulted bonds issued by Vitro SAB are trading at prices above what some analysts estimate is the value of the restructuring offered to creditors in the reorganization in Mexico. Bondholders have a lawsuit pending in New York state court seeking a declaration that nothing that occurs in the Mexican courts can alter obligations of non-bankruptcy Vitro subsidiaries on the $1.2 billion in defaulted bonds. The bondholders argued a summary judgment motion in state court on Nov. 7. The judge didn't say when he would rule. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the first Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization. Accordingly, Vitro SAB on April 14 re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754). In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No.10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. Blackstone Advisory Partners L.P. serves as financial advisor to the Committee. The U.S. Vitro companies sold their assets to American Glass Enterprises LLC, an affiliate of Sun Capital Partners Inc., for US$55 million. VMA HOSPITALITY: Case Summary & 22 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: VMA Hospitality, LLC 1911 Sullivan Road College Park, GA 30337 Bankruptcy Case No.: 11-81801 Chapter 11 Petition Date: November 1, 2011 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: James Massey Debtor's Counsel: J. Carole Thompson Hord, Esq. John A. Christy, Esq. SCHREEDER, WHEELER & FLINT, LLP 1100 Peachtree Street, NE, Suite 800 Atlanta, GA 30309-4516 Tel: (404) 954-9858 Fax: (404) 681 1046 E-mail: chord@swfllp.com jchristy@swfllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of 22 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb11-81801.pdf The petition was signed by Chiraagbhai Patel, member/manager. WASHINGTON MUTUAL: Noteholder Mediation to Continue 2 Weeks More ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Raymond T. Lyons, a U.S. Bankruptcy Judge in Trenton, New Jersey, is evidently achieving some success in mediating disputes between Washington Mutual Inc. and the noteholders who proposed a competing yet defective reorganization plan. Mr. Rochelle recounts that after U.S. Bankruptcy Judge Mary F. Walrath wrote a 139-page opinion in September finding defects and refusing for a second time this year to approve competing reorganization plans for WaMu, she appointed Judge Lyons to mediate. Brian Rosen of Weil Gotshal & Manges LLP, an attorney for Washington Mutual, described the mediation -- conducted by U.S. Bankruptcy Judge Raymond Lyons -- as fruitful and positive at the hearing, but said additional time was needed to see whether a settlement was possible, according to Bankruptcy Law360. Judge Walrath granted Judge Lyons' request to continue mediation another two weeks. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was the holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York, and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan, upon which the Plan is premised, and the transactions contemplated therein, are fair, reasonable, and in the best interests of WMI. However, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. WaMu filed a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement, which it believes would address the Bankruptcy Court's concerns. On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's Modified Sixth Amended Plan and granted equity committee standing to prosecute claims for equitable disallowance but stayed the ruling pending mediation. WaMu said it would seek confirmation of a revised plan "as soon as practicable." The Plan proposes to pay more than $7 billion to creditors and incorporates a global settlement agreement resolving issues among the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp. in its corporate capacity and as receiver for WaMu Bank, certain large creditors, certain WMB senior noteholders, and the creditors' committee. The Settlement Noteholders are Appaloosa Management, L.P., Aurelius Capital Management LP, Centerbridge Partners, LP, and Owl Creek Asset Management, L.P. WAXAHACHIE HERITAGE: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Waxahachie Heritage Partners, LLC 100 North College Waxahachie, TX 75165 Bankruptcy Case No.: 11-37024 Chapter 11 Petition Date: October 31, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Nathan Matthew Johnson, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 239-4260 Fax: (214) 237-3380 E-mail: njohnson@spectorjohnson.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Derek Howard, member. W B HOLDINGS: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: W B Holdings, LLC 1060 Cindy Lane Sandwich, IL 60548 Bankruptcy Case No.: 11-84813 Chapter 11 Petition Date: November 4, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Rockford) Judge: Manuel Barbosa Debtor's Counsel: G. Alexander McTavish, Esq. MYLER, RUDDY & MCTAVISH 105 E. Galena Boulevard, 8th Floor Aurora, IL 60505 Tel: (630) 897-8475 Fax: (630) 897-8076 E-mail: alexmctavish@mrmlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company?s list of its eight largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb11-84813.pdf The petition was signed by Ralph Webb, member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Timber Creek Inn & Suites and Conventions Center, Ltd. 11-84812 11/04/11 WEST CORP: Files Amendment No.8 to Form S-1 ------------------------------------------- West Corporation filed with the U.S. Securities and Exchange Commission Amendment No.8 to Form S-1 registration statement relating to an initial public offering of shares of common stock of West Corporation. No public market for the Company's common stock has existed since its recapitalization in 2006. The Company is offering [ ] of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional [ ] shares of common stock. The Company will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. A full-text copy of the amended prospectus is available for free at http://is.gd/36AQCK 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. 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. * * * 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. WEST FRASER: DBRS Confirms Issuer Rating at 'BB' ------------------------------------------------ DBRS has confirmed the Issuer Rating of West Fraser Timber Co. Ltd. (West Fraser or the Company) at BB (high), with a Stable trend. The confirmation reflects the fact that the Company's financial profile remains compatible with the current rating, despite renewed weakness in operating performance in 2011. Furthermore, the Company has been actively deleveraging its balance sheet. The stronger balance sheet increases the Company's ability to handle a further decline in earnings in the near term and still maintain credit metrics within the current rating range. DBRS has also confirmed the recovery rating on West Fraser's Secured Debentures at RR3, which corresponds to an instrument rating of BB (high). The trend is Stable. Persistent weak market conditions have derailed the Company's recovery, and operating results in the first nine months of 2011 were well below the comparable year-ago period. All business segments reported weaker results in 2011, and, unsurprisingly, lumber, the Company's largest business, was among the worst performers. The U.S. housing market and residential construction activities have struggled near record-low levels since the financial crisis in 2008, and the timing of a sustainable turnaround is highly uncertain. Weak industry fundamentals have depressed the demand for and pricing of lumber. On top of this, higher log and fuel costs and a strong Canadian dollar have further affected the Company's Canadian lumber operations. The timing of a sustainable turnaround is highly uncertain, and the near-term outlook is not encouraging. Headwinds facing the Company include (1) still very weak housing market fundamentals. The U.S. economy is facing the rising odds of a 'double dip' recession. A weak labour market and the large unsold house inventory further weigh on demand; (2) a potential slowdown in the demand for lumber from China due to tightening credit conditions; (3) high global pulp inventory levels pressuring pricing; and (4) a strong Canadian dollar. DBRS expects West Fraser's operating performance to remain under stress in 2012; the Company is likely to show a moderate year-over-year decline in earnings. Nevertheless, West Fraser has been actively paying down debt with free cash flow and de-risking its financial profile over the past few years. The ratio of gross debt-to-total capitalization has declined to below 18% at the end of September 2011. In addition, the Company has consistently demonstrated its ability to generate free cash flow (before working capital), despite weak operating performance. Although operating results were weaker in the first nine months of 2011, all debt coverage metrics remained strong for the current rating. Moreover, the low leverage increases the Company's ability to maintain credit metrics acceptable to the current rating even with a further moderate decline in earnings. DBRS believes that the worst is over for the current cycle in the residential construction industry. Although operating results at West Fraser are expected to weaken moderately in the near term, they should still be well above the lows seen before 2010. In addition, the Company has ample liquidity (cash and available credit facility totalling over $700 million at the end of September 2011) to weather the current weak market conditions. Hence, DBRS expects the Company's financial profile to remain compatible with the current rating despite further deterioration in operating performance. The current rating is also supported by the Company's stable business profile. West Fraser is the largest lumber producer in North America, with strong exposure to the West Coast and southern United States. It is also one of the lowest-cost producers. The Company has a solid position in pulp, which provides a degree of business diversity, and has recently stepped up its investment program to modernize its operating assets. West Fraser is well positioned to benefit from the eventual upturn in the U.S. housing industry. The long-term outlook for the U.S. residential construction market remains positive, supported by macro trends such as household formation. The U.S. housing market will indeed recover ? only the timing is uncertain. DBRS has simulated a default scenario for West Fraser in order to analyze the potential recovery for the Company's secured debt in the event of default. The scenario assumes a prolonged period of severe economic conditions regardless of how hypothetical or unlikely the conditions may be, in which product demand and prices plummet. EBITDA quickly declines and turns negative over the forecasted period. DBRS assumes that the Company would be reorganized as a going concern in the event of default, and has thus derived a recovery rating of RR3 for the secured debt, which corresponds to recovery prospects of between 50% and 70%. WHIRLPOOL CORP: Moody's Affirms Sr Subordinated Rating at (P)Ba1 ---------------------------------------------------------------- Moody's Investors Service revised Whirlpool's Corporations outlook to stable from positive due to weakening demand trends throughout the world. The Baa3 senior unsecured rating and Prime-3 commercial paper rating are affirmed. "Whirlpool is likely to face additional operating performance challenges in the near to mid-term as purchases for appliances, other than for replacement purchases, remain uncertain" said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. Moody's is also concerned about the retrenchment in demand seen in Latin America in the third quarter. Because of Moody's expectation of diminished cash flow and profitability in the near to mid-term, the ratings are unlikely to be upgraded in the next 12--18 months. "We think demand contraction in the US and in Europe could accelerate if macro economic factors such as consumer confidence continue to deteriorate and the macro economy remains uncertain," Cassidy added. "But, similar to what happened in early 2010 and 2011, we believe demand will improve once the macro economy gets better." Moody's thinks the restructuring actions Whirlpool announced last week should enable it to improve operating margins and cash flow in 2012 and beyond and give it credit metrics that are commensurate with a Baa3 rating. RATING RATIONALE Whirlpool's Baa3 rating reflects its significant scale with revenue approaching $19 billion, considerable geographic diversification throughout the world, a very strong brand name and good liquidity profile. The rating also reflects good credit metrics, excluding the one-time Brazilian payment dispute charge, with retained cash flow to net debt around 20% and debt/EBITDA about 3.5 times. Because of overall demand contraction and high raw material costs, Moody's thinks credit metrics will likely remain at about the same levels over the next 12-18 months. The ratings are constrained by the risks associated with high raw material costs and the impact this has on profitability and cash flow. The continued uncertainty in discretionary consumer spending for low and mid-tier consumers is also a risk, as is the fragility of the global macro economy. Softening demand trends in Brazil also pose a risk. If Whirlpool can improve its profitability and credit metrics to pre-recession levels or better on a sustained basis in the face of less demand, high raw material prices and concerns over the global macro-economy, its rating could be upgraded. Specifically, an upgrade would require debt/EBITDA approaching 2.5 times, EBITA margins close to 7%, and retained cash flow to net debt sustained at 30% or higher (all metrics incorporating Moody's standard accounting adjustments). Ratings could be downgraded if North America, European or Latin America appliance demand materially decreases or Whirlpool is not able to reconfigure its cost structure to match lower demand levels or operating performance otherwise weakens. Key credit metrics that could drive a downgrade would be debt/EBITDA sustained above 4 times, EBITA margins approaching 3%, retained cash flow to net debt sustained below 20% or sustained negative free cash flow. A rapid deterioration in liquidity or adoption of a more aggressive financial policy could also trigger a downgrade. The stable outlook reflects Moody's belief that Whirlpool will continue to realign its cost structure to match anticipated demand levels. Moody's also expects Whirlpool to continue to increase prices as needed to offset high raw material costs, maintain a strong liquidity profile, and maintain credit metrics appropriate for its Baa3 rating. These ratings were affirmed: Senior Unsecured at Baa3; Senior Unsecured (Shelf) at (P) Baa3; Senior Subordinated (Shelf) at (P) Ba1; Commercial Paper at Prime-3 The principal methodology used in rating Whirlpool was the Global Consumer Durables rating methodology published in October 2010. Based in Benton Harbor, MI, Whirlpool Corporation manufactures and markets a full line of major appliances and related products including laundry appliances, refrigerators and freezers, cooking appliances and other appliance products. The company markets products under several brands including Whirlpool, Maytag, KitchenAid and several others. Revenue approximated $18.8 billion for the twelve months ended September 30, 2011. * Commercial Real Estate Loans Continue to Drive Bank Failures -------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that continuing commercial real estate distress drove 11 bank failures last month, according to new data, marking a sharp increase from the seven and six banks that respectively went under in August and September. * Bankruptcies Stay on Downward Trend ------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the 111,500 bankruptcy filings of all types in October were 14% fewer than the same month in 2010 although 5.7% more than August and September. October's bankruptcies were about 6% fewer than the monthly average for 2011, according to data compiled from court records by Epiq Systems Worldwide, the default rate on junk-rated debt inched up 0.1% in October to 1.9%. In the U.S., the junk default rate remained at 2% in October, according to a report from Moody's Investors Service. The percentage of companies with debt trading at distress levels rose to 29.5% in October compared with 24.6% in September, Moody's said. According to the report, bankruptcy filings of all types are on pace to total about 1.42 million this year, or some 9% fewer than 2010 as a whole. Continuing this year's pattern, commercial filings are dropping even faster. In October, commercial bankruptcies of all types were 20% below October 2010 although 3.3% more than September. Chapter 11 filings, where larger companies reorganize or sell assets, totaled 911 in October, or 5.3% below the month a year before. Chapter 11 filings for 2011 as a whole are on a pace to come in 15% below the 13,700 in 2010. Again last month, the states with the highest per capita bankruptcies were Nevada, Tennessee, and Georgia. Bankruptcies are declining this year in every state. * Moody's Says Junk Default Rate Ticks Higher to 1.9% in October -------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that the global default rate among junk-rated entities increased in October, according to a monthly report from Moody's Investors Service. Moody's reported there have been 21 defaults through October this year on debt it rated, compared with 45 in the same period last year. So far this year there have been 1.18 million bankruptcies of all types, compared with 1.56 million for 2010 as a whole. * Thomas P. Ogden Joins Wollmuth Maher & Deutsch LLP ---------------------------------------------------- Wollmuth Maher & Deutsch LLP disclosed Thomas P. Ogden has become a member of the Firm in the Litigation & Dispute Resolution Group, effective October 1, 2011. Mr. Ogden, 55, retired from Davis Polk & Wardwell as of Sept. 30, 2011 after 28 years, including 20 as a partner. At Wollmuth Maher, he will continue his career in litigating major securities, bankruptcy, and other complex commercial matters. David Wollmuth, a co-founder of Wollmuth Maher, stated: "Tom and I have known each other for over 25 years and, in the years we worked together at Davis Polk, Tom had a profoundly positive influence on my career. There is no keener legal mind, and we anticipate that Tom will play a key role in the continued growth and development of our Firm." Mr. Ogden commented: "I am very fortunate to have this opportunity to open a different phase of my career by joining many old and new friends at Wollmuth Maher. My former Davis Polk partners and I have over the years often worked with Wollmuth Maher, and I look forward to strengthening the relationship between the firms and adding to Wollmuth Maher's outstanding litigation practice." Mr. Ogden's more recent representations include: Represented major investment bank as plaintiff in 2010 New York state court action to enforce gas and currency swaps with Mexican industrial counterparty; summary judgment for plaintiff. Represented private equity sponsor as defendant in 2010 Minnesota federal court fraudulent conveyance action arising out of portfolio company bankruptcy; settled favorably following mediation. Represented major investment bank as plaintiff in obtaining restraining order in New York state court action for fraud against private equity investor, and in related foreign ancillary proceedings in New Jersey Bankruptcy Court. In re Grand Prix Associates Inc., 2009 Bankr. LEXIS 1779 & 2009 Bankr. LEXIS 1239 (Bankr. D.N.J. 2009). Represented bank group defendants in expedited discovery and trial of claims arising out of the leveraged buyout of Clear Channel Communications. BT Triple Crown Merger Co. v. Citigroup Global Markets, Inc., 862 N.Y.S. 813 (N.Y. Sup. Ct. 2008). About Wollmuth Maher & Deutsch Wollmuth Maher & Deutsch -- http://www.wmd-law.com/-- is a 30-lawyer firm with offices at 500 Fifth Avenue, New York, NY, and One Gateway Plaza in Newark, NJ. The Firm strives to understand the unique nature and specific needs of each client's business, enabling the Firm to provide innovative solutions in a timely and cost-effective manner. Wollmuth Maher takes pride in its close relationships with clients, and is committed to playing an integral role in helping them reach their goals. The Firm organizes its practice into five departments: Litigation & Dispute Resolution, Corporate, Bankruptcy & Restructuring, Tax, and Real Estate. The Firm's collaborative approach ensures that the necessary legal expertise and resources are engaged to achieve the best possible results for our clients. * McDonald Hopkins Attracts Six Attorneys in Six Months ------------------------------------------------------- Former Circuit Court Judge, Jorge J. Perez, who was appointed to the bench by Governor Jeb Bush and most recently was a partner at Gordon & Rees LLP, has joined the Miami office of McDonald Hopkins LLC as a Member and Chair of the newly formed National Receivership Practice Group at the business advisory and advocacy law firm. Perez is among six attorneys who have joined the firm's Miami office since it opened six months ago. South Florida is a strategic business market for McDonald Hopkins, which has had an office in West Palm Beach since 2004. "We are delighted that our new Miami office is attracting such outstanding legal talent at a fast pace. Jorge is a renowned attorney and respected former judge who brings a wealth of knowledge to our clients," said Raquel A. "Rocky" Rodriguez, managing member of the Miami office. "His receivership team has made a significant mark in the South Florida legal community, and McDonald Hopkins provides a great platform for expansion of that practice. He will be leading a team of attorneys with an impressive depth of receivership experience." Perez, who was chair of Gordon & Rees' National Receivership group, has extensive litigation experience in state, federal and administrative courts on the trial and appellate levels. He served as Circuit Court Judge in the 11th Judicial Circuit, Miami- Dade County, Florida for more than four years. During that time, Perez presided over nearly 100 Jury and Bench trials to verdict or ruling. Since leaving the Bench to return to private practice in 2007, Perez has received numerous court appointments as Receiver, Special Magistrate, Special Master, and Mediator. His broad expertise includes receiverships, special magistrate appointments and other fiduciary appointments, as well as arbitration, mediation, and commercial litigation. Earlier, Perez served as assistant district counsel at the Department of Homeland Security in Miami where he represented the U.S. government in all forms of federal immigration administrative and judicial proceedings. A recipient of the Miami District Office's Superior Achievement Award in 2001, Perez was the lead prosecutor in a successful high profile anti-terrorist case as well as dozens of high profile and complex immigration matters. Perez earned a J.D., with honors, from the University of Florida in 1988 and a B.B.A., magna cum laude, from the University of Miami in 1984. He is AV rated as preeminent by Martindale-Hubbell. Jorge Perez can be reached at 305.704.3976 or jperez@mcdonaldhopkins.com. Attorney Sara M. Paris, who worked with Perez at his previous firm, joined McDonald Hopkins as an associate in the Litigation Department. About McDonald Hopkins McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- has an 80- year history and employs more than 135 attorneys. The firm has offices in Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm Beach. Comprehensive legal services are provided by teams of specialized attorneys and professionals in areas such as business law, litigation, business restructuring and bankruptcy, estate planning, government affairs, healthcare, intellectual property, labor and employment, and mergers and acquisitions. Service and industry specialties are designed to meet the growing challenges that clients face in an increasingly competitive environment. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Nov. 28, 2011 BEARD GROUP, INC. 18th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York City Contact: 1-240-629-3300 Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ ********* 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 ***