/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/111114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 14, 2011, Vol. 15, No. 316 Headlines 1911 NEW: Case Summary & 6 Largest Unsecured Creditors A DOG SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors ANFUSO & FARMER: Case Summary & 5 Largest Unsecured Creditors ARDSLEY VILLAGE: Case Summary & 5 Largest Unsecured Creditors ALEXANDER GALLO: Court OKs Cooley as Creditors Committee's Attys. ALT HOTEL: Access to Sr. Lender's Cash Collateral Ends Dec. 23 AMES DEPARTMENT: Exclusive Plan Period Extended Until April ANTS SOFTWARE: Signs Forbearance Agreement with Inventa, et al. ARCTIC GLACIER: In Restructuring Talks With Lenders B&G FOODS: Moody's Assigns 'Ba2' Rating to Credit Facility BERNARD L. MADOFF: Picard Maneuvering for Appeal on Dismissal BIG WHALE: Modified Plan Approved After Stipulation With Banks BLUEKNIGHT ENERGY: Reports $28.6 Million Third Quarter Net Income BLUFFS-VEST, LLC: Case Summary & 3 Largest Unsecured Creditors BON-TON STORES: S&P Affirms 'B' Corporate Credit Rating BONAVIA TIMBER: Sec. 341(a) Creditors' Meeting Set for Dec. 6 BORDERS GROUP: Accord Pegs Random House Claim to $35 Million BORDERS GROUP: Amends Liquidation Plan Sponsored With Committee BORDERS GROUP: To Sell Singapore License to Berjaya for $200,000 BORDERS GROUP: Popular Demands License Per Auction Results BOWE BELL: Retiree Committee Taps Stahl Cowen as Counsel BRAY & JAMISON: Lawsuit Over Anloc Contract Removed to Bankr. Ct. BRAY & JAMISON: Sec. 341 Creditors' Meeting on Nov. 28 C & M RUSSELL: Wants to Use Rent Proceeds Through April 2012 BROOKLYN NAVY: S&P Lowers Senior Debt Rating to 'B' C & M RUSSELL: Sec. 341(a) Creditors' Meeting Set for Nov. 30 CABI SMA: Seeks Extension of Solicitation Period to Jan. 23 CARBON RESOURCES: Court Sets Nov. 14 Disclosure Statement Hearing CAROLINA WINGS: Case Summary & 20 Largest Unsecured Creditors CARPENTER CONTRACTORS: Can Use Cash Collateral Until January 2012 CHARLESTON ASSOCIATES: Stipulation on Cash Collateral Use Approved CIMA LLC: Section 341(a) Meeting Scheduled for Nov. 29 COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corp. Family Rating COSI INC: Board Still Ignoring Request for Meeting, Says BLUM CROSS BORDER: Red Mountain Discloses 36.5% Equity Stake CROSSOVER FINANCIAL: Wants Bowman's Case Dismissal Plea Denied CRYSTAL ROSE: Case Summary & 6 Largest Unsecured Creditors CUSTOM HOUSING: Voluntary Chapter 11 Case Summary DEAN FOOD'S: Moody's Says Ba3 Rating Unaffected by Impairment DECORATOR INDUSTRIES: Final Cash Collateral Hearing Wednesday DELTA PETROLEUM: In Negotiations to Restructure its Debt Load DELTATHREE INC: Incurs $872,000 Third Quarter Net Loss DICKENS 123: Case Summary & 20 Largest Unsecured Creditors DIRECTBUY INC: S&P Cuts Ratings Further on Restructuring Concerns DYNEGY INC: Fitch Lowers Holdings' IDR to 'D' After Bankruptcy DYNEGY INC: Debtors Propose $15 Million Intercompany Loan DYNEGY INC: Debtors Seek to Reject Danskammer & Roseton Leases DYNEGY INC: Debtors Want More Time to Pay Facilities Lease EAGLE CROSSROADS: Can Use BofA Cash Collateral on Final Basis ECOSPHERE TECHNOLOGIES: Incurs $242,992 Third Quarter Net Loss ECOTOPE ENVIRONMENTAL: In Receivership; Some Assets in Auction ELECTRIC-SPIN CORP: Files for BIA Bankruptcy in Canada EUROCLASS MOTORS: Taps Landa Umpierre as External Auditor EUROCLASS MOTORS: Plan Filing Period Extended to Dec. 4 EVERGREEN SOLAR: Wins Approval for Sale to Three Buyers EZENIA! INC: Files Schedules of Assets and Liabilities FILENE'S BASEMENT: To Lay Off 176 Workers in Florida FLOWSERVE CORP: Fitch Affirms 'BB+' Issuer Default Rating FORD CREDIT: DBRS Assigns 'BB' Rating to $450MM Sr. Unsec. Notes FRANCISCAN PHYSICIANS: Executives Face Suit Over Bankruptcy GCEP-GOODYEAR, LLC: Case Summary & 19 Largest Unsecured Creditors GLOBAL INVESTOR: Grants 55 Million Shares of Common Stock to CEO GMW INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors GOLD HILL: Withdraws Ch. 11 Plan, Says Facts No Longer Apply GOM TANG: Sec. 341 Creditors' Meeting Set for Nov. 21 GREEN FIELD: Moody's Assigns 'Caa2' Corporate Family Rating GREEN FIELD: S&P Assigns Prelim. 'CCC+' Corporate Credit Rating GVIG INC: Case Summary & 10 Largest Unsecured Creditors HCA HOLDINGS: Files Form 10-Q, Posts $146-Million Q3 Net Income HESPERIA REDEVELOPMENT: S&P Lowers Rating on Tax Bonds to 'BB+' HOLDINGS OF EVANS: Seeks Ruling on Adequate Payments to SFG HORNBECK OFFSHORE: S&P Affirms 'B+' Corporate Credit Rating HUGHES TELEMATICS: Files Form 10-Q, Incurs $18.4MM Q3 Net Loss IMUA BLUEHENS: Noteholder Wants Exclusivity Extension Denied IMUA BLUEHENS: Access to Cash Collateral Expires Nov. 30 INFUSION BRANDS: Enters Oral Pact to Sell 1-Mil. Preferred Stock ISTAR FINANCIAL: Files Form 10-Q, Incurs $54.6MM Q3 Net Loss JAPAN AIRLINES: Gains Momentum as Carrier Reports H1 Results JAMES RIVER: Incurs $3.7 Million Third Quarter Net Loss JANA DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors JASY INC: Voluntary Chapter 11 Case Summary JEFFERSON COUNTY, AL: Sewer Receiver Seeks to Keep Control JEFFERSON COUNTY, AL: Officials, Bondholders Play Blame Game JIAN ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors JOE TECCE'S: To Sell Off Assets at November 15 Auction KINGSBURY CORP: Files Schedules of Assets and Liabilities KINGSBURY CORP: Committee Wins OK for Jager Smith as Counsel KINGSBURY CORP: Committee Taps TrueNorth as Financial Advisors LAST MILE: Final Hearing on Cash Use Rescheduled for Dec. 1 LBA PROPERTIES: Voluntary Chapter 11 Case Summary LEHMAN BROTHERS: Gaines' Motion to Lift Stay to Name LBHI in Case LEHMAN BROTHERS: Lifts Stay to Sell 4 Texas Housing Projects LEHMAN BROTHERS: Assigns Trust Agreement to Barclays Bank LEHMAN BROTHERS: Seeks Disallowance of JPMorgan Claims LEHMAN BROTHERS: Suit Over Lehman Securities vs. Perrigo Pending LIBBEY INC: Files Form 10-Q, Reports $7.1 Million Q3 Net Loss LIFT LLC: Wants to Employ McGlinchey Stafford as Special Counsel LOCATION BASED TECH: Joins 7th Annual Growth Stock Conference LOS ANGELES DODGERS: Wants to Market TV Rights Ahead of Schedule MACCO PROPERTIES: Wants to Obtain DIP Loan from Frontier State MACROSOLVE INC: Appoints Randy Ritter as Chief Operating Officer MADISON 92ND: Taps Rosenweig & Wolosky to Assist in Courtyard Suit MADISON 92ND: Katten and KKC McDaniel to Handle Courtyard Suit MAQ MANAGEMENT: Deadline for Disclosure Statement Today MAQ MANAGEMENT: McIntyre Panzarella OK'd as Substitute Counsel MEDIACOM BROADBAND: S&P Assigns 'BB-' Rating to Credit Facility MERCEDES HOMES: Voluntary Chapter 11 Case Summary MF GLOBAL: Stroock Represents Exchange Members in Liquidation MF GLOBAL: Masked Borrowing Levels To Investors, Says WSJ MF GLOBAL: Australian Clients Not Guaranteed Full Return MF GLOBAL: Asia & Australia Operations Get 40 Bids MF GLOBAL: Investor Commence Class Suits vs. Corzine, Execs MF GLOBAL: Wins OK for Garden City Group as Claims Agent MF GLOBAL: Triggers Rise In Repurchase Deal Rates MF GLOBAL: Finding Customers' Cash May Be Increasingly Remote MGM RESORTS: S&P Raises Corporate Credit Rating to 'B-' MINE RECLAMATION: Status Conference Set for Dec. 13 MINE RECLAMATION: Sec. 341 Creditors' Meeting Set for Dec. 2 MOMENTIVE PERFORMANCE: Incurs $32 Million Q3 Net Loss MOMENTIVE SPECIALTY: Files Form 10-Q; Posts $39MM Q3 Net Income MONTANA ELECTRIC: City Legal Team Says 20% Rate Hike Illegal MONTANA ELECTRIC: Files Schedules of Assets and Liabilities MORGANS HOTEL: Incurs $25.6 Million Net Loss in Third Quarter MPG OFFICE: Files Form 10-Q, Reports $30.3MM Q3 Net Income MORGANS HOTEL: Files Form 10-Q, Incurs $25.6 Million Q3 Net Loss MSR RESORT: Paulson's Resorts Approved to Settle with MetLife MT. VERNON: Can Access Fannie Mae and CNB Cash Until Nov. 30 MT ZION: Hearing on Cash Collateral Access Set for Dec. 13 MUNICIPAL MORTGAGE: Expects to Reports $2.1-Mil. Q3 Deficit MUSCLEPHARM CORP: Inks Equity Purchase Agreement with Southridge NASSAU BROADCASTING: Court to Consider Application on Dec. 20 NAVISTAR INT': Closes $224 Million Wholesale Funding Deal NCI BUILDING: S&P Raises Rating on $150-Mil. Term Loan to 'B+' NELSON EDUCATION: S&P Affirms 'B-' Corporate Credit Rating NETBANK INC: Judge OKs $12.5MM Investors' Suit Settlement NEWALTA CORP: DBRS Assigns 'BB' Final Rating to Debentures NEWALTA CORP: DBRS Assigns 'BB' Provisional Rating on Debentures NEXSTAR BROADCASTING: Incurs $6.2 Million Third Quarter Net Loss NEXTWAVE WIRELESS: Incurs $69.4 Million Net Loss in Oct. 1 Qtr. NOTHCORE TECHNOLOGIES: Signs Contract with Mahdia Gold NORTHGATE PROPERTIES: Wants Reorganization Case Dismissed NORTHGATE PROPERTIES: Creditor OneWest Bank Wants Relief of Stay NYCOMED S.C.A.: Moody's Withdraws 'B2' Corporate Family Rating OLD SHORE: Files for Chapter 11 Bankruptcy Protection ONE ACCORD: Case Dismissed Due to Lack of Likelihood to Reorganize OPEN RANGE: Proposed Timeline Has Auction Scheduled for Today OPEN RANGE: House Panel Probes $267 Million USDA Loan OPEN TEXT: S&P Assigns Rating to $600-Mil. Term Loan OPTIONS MEDIA: Hakan Koyuncu Resigns as Director OVERSEAS SHIPHOLDING: S&P Puts 'B' CCR on CreditWatch Negative PACIFIC MONARCH: May Use Resort Finance's Cash Collateral PACIFIC MONARCH: Schedules Filing Deadline Moved to Dec. 8 PANTHEON INC: Moody's Lowers Corporate Family Rating to 'B3' PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B+' PERSPECTIVA GROUP: Case Summary & 20 Largest Unsecured Creditors PHILADELPHIA SCHOOL: Moody's Assigns 'Ba1' Underlying Rating POINT BLANK: Agrees to Pay $1 Million to Gov't Over Defective Vest POINT FURNITURE: Files for Chapter 11; Conducts GOB Sales PONCE DE LEON: Can Access PRLP Cash Collateral Until December 31 RENO REDEVELOPMENT: S&P Cuts SPUR on Tax Increment Bonds to 'CC' RESIDENTIAL CAPITAL: S&P Cuts Counterparty Credit Rating to CCC RLD INC: Sec. 341 Creditors' Meeting Set for Dec. 2 ROLLING ACRES: Voluntary Chapter 11 Case Summary SAND SPRING: Court Approves Employment of Epiq as Claims Agent SHASTA LAKE: Court Approves Andrew D. Smith as Special Counsel SHAW GROUP: Moody's Affirms 'Ba1' Corporate Family Rating SHENGKAI INNOVATIONS: Gets NASDAQ Notice on Minimum Bid Rule SOFTLAYER TECH: Moody's Raises PDR to 'B1'; Outlook Stable SPRINT NEXTEL: Moody's Lifts Sprint's Liquidity Rating to SGL-2 SSI GROUP: To Sell Souper Salad Assets for $1.6 Million STATE AUTO: S&P Lowers Counterparty Credit Rating to 'BB+' STOCKDALE TOWER 1: Sec. 341 Creditors' Meeting on Dec. 21 STROSNIDER DRUG: Case Summary & 7 Largest Unsecured Creditors SUNVALLEY SOLAR: Signs Photovoltaic Contract with Best Cheer SUSTAINABLE ENVIRONMENTAL: Incurs $9,197 Loss in Sept. 30 Qtr. T&A PROPERTIES: Boston Developer Files for Chapter 11 Bankruptcy TEEKAY CORP: High Leverage Prompts S&P to Cut CCR to 'BB-' UPTOWN/STERLING TOWERS: Voluntary Chapter 11 Case Summary WACO TOWN SQUARE: Files for Chapter 11 Bankruptcy WILLIAM LYON: Moody's Gives Ca/LD Probability of Default Rating X HANGING: Case Summary & 3 Largest Unsecured Creditors ZAYO GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable ZAKHEM CENTER: Case Summary & Largest Unsecured Creditor * Delaware Senator Co-Sponsors Bipartisan Bill * S&P's Global Corporate Default Tally Rises to 40 Issuers * CMBS Loan Defaults Expected to Remain High in 2012 * Georgia Bank Shuttered; Nation's Total This Year Now 88 * BOND PRICING -- For Week From Nov. 7 to 11, 2011 ********* 1911 NEW: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------ Debtor: 1911 New York Avenue, LLC 637 Wyckoff Avenue, Unit 171 Wyckoff, NJ 07481 Bankruptcy Case No.: 11-42451 Chapter 11 Petition Date: November 8, 2011 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Stuart D. Gavzy, Esq. 163 East Main Street Suite B Little Falls, NJ 07424 Tel: (973) 256-6080 Fax: (973) 256-3665 E-mail: mainmail@gavzylaw.com Scheduled Assets: $170,348 Scheduled Debts: $1,466,751 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb11-42451.pdf The petition was signed by Dale Caro, president. A DOG SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: A Dog Solutions, Inc. dba AlphaGraphics #371 AlphaGraphics #600 fdba AlphaGraphics #587 11209 Metric Boulevard, Suite B Austin, TX 78758 Bankruptcy Case No.: 11-12777 Chapter 11 Petition Date: November 9, 2011 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: H. Christopher Mott Debtor's Counsel: Barbara M. Barron, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, #104 Austin, TX 78701 Tel: (512) 476-9103 Fax: (512) 476-9253 E-mail: bbarron@bnpclaw.com - and ? Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 E-mail: ssather@bnpclaw.com Scheduled Assets: $511,036 Scheduled Debts: $3,244,572 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb11-12777.pdf The petition was signed by Jane Harvey, president. ANFUSO & FARMER: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Anfuso & Farmer, Ltd. 1120 N. Boulder Highway Henderson, NV 89011 Bankruptcy Case No.: 11-27509 Chapter 11 Petition Date: November 7, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Steven B. Scow, Esq. KOCH & SCOW, LLC 11500 S. Eastern Avenue, Suite 210 Henderson, NV 89052 Tel: (702) 318-5040 Fax: (702) 318-5039 E-mail: sscow@kochscow.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its five largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb11-27509.pdf The petition was signed by Matt Farmer, manager. ARDSLEY VILLAGE: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Ardsley Village Square, Inc. 12 Center Street Ardsley, NY 10502 Bankruptcy Case No.: 11-24200 Chapter 11 Petition Date: November 7, 2011 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Francis J. O'Reilly, Esq. FRANCIS J. O'REILLY, ESQ. 10 McMahon Place Mahopac, NY 10541 Tel: (845) 621-1255 Fax: (845) 621-1686 E-mail: foreilly@bestweb.net Scheduled Assets: $1,331,027 Scheduled Debts: $2,311,200 The Company's list of its five largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb11-24200.pdf The petition was signed by Tejinder Singh, president. ALEXANDER GALLO: Court OKs Cooley as Creditors Committee's Attys. ----------------------------------------------------------------- Alexander Gallo Holdings LLC's Official Committee of Unsecured Creditors sought and obtained permission from the U.S. Bankruptcy Court for the District of New York to retain Cooley LLP as counsel. Jeffrey L. Cohen, Esq., a partner of Cooley LLP, attests that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. About Alexander Gallo Marietta, Georgia-based Alexander Gallo Holdings LLC -- http://www.alexandergalloholdings.com-- is the largest full service, IT-enabled court reporting and litigation support services company in the United States. AGH offers court reporting, litigation support, trial software and other similar services and has the only true national footprint in its market, with roughly 55 offices located throughout the United States, and a preferred provider network which serves as an extension of Alexander Gallo's geographic reach. Founded in 1999 by Alexander J. Gallo, a former court reporter, AGH has made 18 acquisitions since 2003. Mr. Gallo has remained as CEO. AGH, along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011. Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to Bayside Capital Inc., which had acquired $22 million in second- lien debt. The price wasn't disclosed. Alexander Gallo disclosed assets of $208 million and debt totaling $258 million as of June 30, 2011. Liabilities include $47 million on a first-lien revolving credit and term loan where Wells Fargo Bank NA is agent. In addition to the second-lien debt held by Bayside, there is $33 million in junior unsecured subordinated notes owing to Harvest Equity Partners LLC plus another $148 million in junior unsecured subordinated notes owing to insider Gallo Holdings LLC. As reported in the Troubled Company Reporter on Nov. 1, 2011, the Alexander Gallo disclosed $41,981,048 in assets and $259,153,046 in liabilities as of the Chapter 11 filing. Bayside is providing $20 million in financing for the Chapter 11 effort. The new loan will have a first priority lien on unencumbered assets and a lien behind the first-lien debt. Bankruptcy Judge Allan J. Gropper presides over the case. Thomas R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G. Egan, Esq., at DLA Piper LLP (US), in New York, serve as the Debtors' general counsel. Squire, Sanders & Demsey (US) LLP serves as the Debtor's corporate counsel. The Debtors' financial advisor is Gordian Group, LLC. Marc L. Pfefferle, a partner at Carl Marks Advisory Group LLC, serves as the Debtors' chief restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtor's claims agent. KPMG LLP serves as their auditors to provide auditing, tax compliance and tax consulting services. ALT HOTEL: Access to Sr. Lender's Cash Collateral Ends Dec. 23 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, in a fifth interim order, authorized ALT Hotel, LLC, to use its senior lender's cash collateral. The senior lender consented to the cash collateral relating to the hotel's room revenues, meeting space revenues, food and beverage and other operating department revenues, rental and other income, and monies received on held in impound or trust accounts to fund the payment of expenses of the hotel until Dec. 23, 2011. As adequate protection to the diminution in the value of the lender's collateral, the Debtor will grant the senior lender, among other things: (i) replacement liens with the same validity and priority on all rents and all other property of the estate of the same kind and nature on which the senior lender had a duly perfected and valid lien and security interest on a prepetition basis; (ii) make payments to the senior lender equal to interest on the outstanding senior debt at the default rate set forth in the senior loan agreement; (iii) continue to maintain adequate insurance on all property on which the senior lender holds a duly perfected and valid lien and security interest on a prepetition basis. The Debtor set a Dec. 19 hearing, at 10:00 a.m., on the approval of further cash collateral use. About ALT Hotel LLC ALT Hotel LLC's sole asset is the Allerton Hotel located in the "Magnificent Mile" area of Chicago. The Hotel is managed by Kokua Hospitality, LLC, pursuant to a Hotel Management Agreement, dated Nov. 9, 2006. Kokua is the exclusive manager and operator of the Hotel, and receives management fees for its services, with the amount of such fees directly linked to the annual performance of the Hotel. Hotel Allerton Mezz, LLC, is the sole member of ALT Hotel. ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-19401) on May 5, 2011. Judge A. Benjamin Goldgar presides over the case. Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC, in Chicago, Illinois, serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in debts. Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010. AMES DEPARTMENT: Exclusive Plan Period Extended Until April ----------------------------------------------------------- Judge Robert E. Gerber has extended Ames Department Stores, Inc., and its affiliates' exclusive period during which the Debtors can solicit acceptances for their Chapter 11 plan through and including April 30, 2012. About Ames Department Stores Rocky Hill, Connecticut-based Ames Department Stores was founded in 1958. At its peak, Ames operated 700 stores in 20 states, including the Northeast, Upper South, Midwest and the District of Columbia. In April 1990, Ames filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. In Ames I, the retailer closed 370 stores and emerged from chapter 11 on Dec. 30, 1992. Ames filed a second bankruptcy petition under Chapter 11 (Bankr. S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001. Togut, Segal & Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC; Cadwalader, Wickersham & Taft LLP; and Dewey & LeBoeuf LLP represent the Debtors. When the Company filed for protection from their creditors, they reported $1,901,573,000 in assets and $1,558,410,000 in liabilities. The Company closed all of its 327 department stores in 2002. Ames and its affiliates filed a consolidated Chapter 11 Plan, and a related Disclosure Statement explaining the Plan with the Court on Dec. 6, 2004. A full-text copy of Ames' Chapter 11 Plan is available at no charge at: http://bankrupt.com/misc/ames_chapter_11_plan.pdf and a full-text copy of Ames' Disclosure Statement is available at no charge at: http://bankrupt.com/misc/ames'_disclosure_statement.pdf A hearing to determine the adequacy of the Disclosure Statement explaining Ames' Plan has not yet been scheduled. ANTS SOFTWARE: Signs Forbearance Agreement with Inventa, et al. --------------------------------------------------------------- ANTs software inc., on Nov. 8, 2011, entered into a Exchange, Modification and Forbearance Agreement by and among the Company, Inventa Technologies, Inc., Manchester Securities Corp., SAMC LLC, JGB Capital Offshore Ltd., JGB Capital LP, and Wells Fargo Bank, National Association, in its capacity as collateral agent for the Investors, pursuant to which the Company issued certain debt securities in exchange for: (i) the Investors' cancellation of the Company's previously issued warrants to purchase shares of the Company's common stock, par value $0.0001 per share; (ii) the cancellation of certain additional investment rights of the Investors arising under Section 3.10 of the Note Purchase Agreement by and among the Company, the Investors and the Collateral Agent dated as of March 3, 2011; and (iii) the Investors' agreement to forebear until Nov. 28, 2011, from exercising certain rights and remedies under (a) those certain 5% Senior Secured Notes issued by the Company in favor of the Investors in the aggregate original principal amount of $8,400,000, each dated as of March 3, 2011, and (b) that certain Security Agreement relating to the Original Notes by and among the Company, the Investors and the Collateral Agent, dated as of March 3, 2011. The Warrants were originally exercisable for an aggregate of 28,474,578 shares of the Company's common stock but, as a result of anti-dilution adjustments the Warrants had become exercisable for no less than 168,000,010 shares of common stock at an exercise price no greater than $0.10. In accordance with the terms of the Exchange Agreement, the Company issued to the Investors (i) Amended and Restated Senior Secured Promissory Notes in the aggregate principal amount of $2,500,000 to replace the Original Notes issued to those Investors and (ii) Exchange Notes in the aggregate principal amount of $7,000,000 in exchange for the Warrants. In connection with the Exchange Agreement, the Amended Notes and the Exchange Notes, Inventa, a wholly-owned subsidiary of the Company, guaranteed the obligations under the Exchange Notes pursuant to that certain Exchange Note Guaranty, dated as of Nov. 8, 2011, and the Company, Inventa and the Collateral Agent entered into an Amended and Restated Security Agreement, dated Nov. 8, 2011. The Amended Notes and the Exchange Notes are all due and payable on Jan. 1, 2012, unless earlier accelerated. The Investors may accelerate the Amended Notes and the Exchange Notes upon the occurrence of an Event of Default or after the Forbearance Deadline. About Ants software ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has developed a software solution, ACS, to help customers reduce IT costs by consolidating hardware and software infrastructure and eliminating cost inefficiencies. ACS is an innovative middleware solution that accelerates database consolidation between database vendors, enabling application portability. The Company's balance sheet at March 31, 2011, showed $27.2 million in total assets, $52.3 million in total liabilities, and a stockholders' deficit of $25.1 million. As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New York, expressed substantial doubt about ANTs software's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant recurring operating losses, decreasing liquidity, and negative cash flows from operations. ARCTIC GLACIER: In Restructuring Talks With Lenders --------------------------------------------------- As at Sept. 30, 2011, Arctic Glacier Income Fund's net debt, excluding convertible debentures, was $184.8 million compared to $243.3 million at the same time last year, with the reduction primarily due to the settlement of convertible debentures at maturity through the issuance of Fund units. The Fund was in breach of financial covenants governing maximum leverage ratio, interest coverage ratio, fixed charge coverage ratio and minimum EBITDA levels under its revolving term credit and term loan facilities as at June 30, 2011 and financial covenants governing maximum leverage ratio and minimum EBITDA under both credit facilities and the fixed charge coverage ratio under its revolving term credit facility as at Sept. 30, 2011. The breach of these covenants represents a default under the terms of the credit facilities and gives the Fund's secured lenders additional rights and privileges under the facilities. The Fund received notices of default from its term loan lenders and revolving term credit facility lenders on Sept. 10, 2011 and Sept. 13, 2011 respectively. As a result, the Fund does not have the ability to make additional draws on its revolving term credit facility and the secured lenders could demand the immediate repayment of amounts outstanding under the facilities. The Fund is continuing active discussions with lenders regarding alternatives to restructure its debt obligations, although there can be no assurance as to the outcome or success of these discussions. Without the continued support of the secured lenders, there remains a material uncertainty that may cast significant doubt on the ability of the Fund to continue as a going concern. The Fund had a working capital deficiency of $175.2 million at Sept. 30, 2011. This resulted from the classification of $200.5 million of long-term debt as a current liability because the Fund's lenders have issued notices of credit default. Excluding the long-term debt, the Fund's working capital totaled $25.3 million at quarter end. That compares with a working capital balance of $23.1 million (excluding the convertible debenture liability) at the same time in 2010. At Sept. 30, 2011, the Fund was in default under its secured credit facilities and, as a result, does not have the ability to make additional draws on its revolving term credit facility. The Fund does have $23.6 million of cash on hand to meet operating and capital expenditure requirements. A full text copy of Arctic Glacier's press release announcing the third quarter results is available free at: http://ResearchArchives.com/t/s?7749 About Arctic Glacier Arctic Glacier Income Fund, through its operating company, Arctic Glacier Inc., is a leading producer, marketer and distributor of high-quality packaged ice in North America, primarily under the brand name of Arctic Glacier(R) Premium Ice. Arctic Glacier operates 39 production plants and 48 distribution facilities across Canada and the northeast, central and western United States servicing more than 75,000 retail locations. Arctic Glacier Income Fund trust units are listed on the Toronto Stock Exchange under the trading symbol AG.UN. There are currently 39.0 million trust units outstanding. Following the issuance of units to the Debenture holders on August 2, 2011, there will be 350.3 million trust units outstanding. B&G FOODS: Moody's Assigns 'Ba2' Rating to Credit Facility ---------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to B&G Foods, Inc.'s (B&G) proposed senior secured credit facility consisting of a $100 million revolver, a $100 million term loan A, and a $300 million term loan B. Concurrently, Moody's affirmed B&G's B1 corporate family rating and lowered the rating on the senior unsecured notes to B3 from B2. In a separate action, the rating agency assigned the company a speculative grade liquidity rating of SGL-2. The outlook remains stable. On October 28, 2011, B&G entered into an asset purchase agreement with Unilever to acquire Culver Specialty Brands (CSB) for $325 million or approximately 9.0x pro forma EBITDA. The acquisition is expected to be funded with proceeds from the proposed term loans and cash on hand. These ratings have been assigned subject to the review of final documentation: Ba2 (LGD2, 28%) to the proposed $100 million senior secured revolver due 2016; Ba2 (LGD2, 28%) to the proposed $100 million senior secured term loan A due 2016; and Ba2 (LGD2, 28%) to the proposed $300 million senior secured term loan B due 2018. Speculative grade liquidity rating of SGL-2 The following ratings were affirmed: B1 corporate family rating (CFR); and B1 probability of default rating (PDR). This rating has been downgraded: $350 million senior unsecured notes due 2018 to B3 (LGD5, 82%) from B2 (LGD4, 68%) The ratings on the existing credit facilities will be withdrawn upon completion of the proposed refinancing. RATINGS RATIONALE The acquisition of CSB should boost B&G's earnings and cash flow in the first year owing to minimal capital requirements for the brands it's acquiring and low integration costs. Moody's expects pro forma debt-to-EBITDA to initially increase to over 4.5x from roughly 3.9x at the end of the third quarter. Despite the incremental leverage and interest requirements, the acquisition is viewed as consistent with B&G's previously articulated acquisition strategy and proforma credit metrics should remain comfortably within Moody's expectations for B&G's rating. B&G will expand its branded product offerings by acquiting six brands from Unilever: Mrs. Dash, Molly McButter, Sugar Twin, Baker's Joy, Static Guard and Kleen Guard, and their inventories. Manufacturing for these brands is performed by co-packers and the existing sales force is not expected to transition to B&G, which should be supportive of B&G's margins. In Moody's view, the Static Guard and Kleen Guard brands deviate somewhat from B&G's focus on shelf stable foods; however, both are relatively small and the balance of the brands are viewed as complementary to B&G's existing product portfolio. CSB is believed to generate annual sales of $90 million and EBITDA around $35 million. The B1 corporate family rating reflects B&G's high proforma leverage, small size relative to peers and aggressive fiscal policies, including meaningful dividend payments and a growth strategy tied to debt financed acquisitions, like the CSB deal. The rating benefits from B&G's high margins, stable cash flow generation and good liquidity profile. In addition, B&G's credit profile benefits from its portfolio of mature brands that are believed to be well positioned in a wide range of narrow product categories. The Ba2 rating on the proposed first lien credit facility reflects their senior position in the capital structure, a first lien interest on substantially all assets of B&G and guarantees from all present and future domestic subsidiaries. The facilities are expected to contain total leverage and minimum interest coverage covenants initially set with adequate cushion. The ratings on the senior unsecured notes were downgraded by one notch because of their subordination to first lien debt which will be increasing to $400 million from $130 million. The SGL-2 speculative grade liquidity rating reflects Moody's expectation that B&G will maintain a good liquidity profile over the next twelve months. Moody's expects cash balances to be meaningfully lower upon completion of the CSB acquisition; however, liquidity will benefit from B&G's solid cash generation and a meaningful increase in its revolver size to $100 million from $25 million. The proposed revolver is expected to remain largely undrawn over the next twelve months. Positive rating momentum could develop if leverage is sustained at or below 4.0x (including Moody's standard adjustments) and B&G is successful in its efforst to onboard the CSB barnds. Although Moody's does not anticipate a rating downgrade in the near term, ratings could be lowered if Debt-to-EBITDA exceeds 6.0x for any extended period of time. The principal methodology used in rating B&G Foods, Inc. was the Global Packaged Goods Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. B&G Foods, Inc., based in Parsippany, New Jersey, is a manufacturer and distributor of shelf-stable branded food products including Cream of Wheat and Cream of Rice, Ortega, Maple Grove Farms of Vermont, and Bloch & Guggenheimer. Revenues for the twelve months ended October 1, 2011 were approximately $536 million. BERNARD L. MADOFF: Picard Maneuvering for Appeal on Dismissal ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Irving Picard, the trustee liquidating Bernard L. Madoff Investment Securities Inc., in substance is asking U.S. District Judge Colleen McMahon to allow an appeal from her ruling on Nov. 1 that the trustee doesn't have standing to sue JPMorgan Chase & Co. and UBS AG on common law claims. The report notes that although the judge said Mr. Picard can't file a claim that belongs to individual creditors, Judge McMahon upheld Mr. Picard's right to sue for fraudulent transfers and sent that part of the suit back to bankruptcy court. In papers filed in Judge McMahon's court, the trustee, the report relates, says there is no overlap between the common law claims and the fraudulent transfer claims. Consequently, Mr. Picard urges Judge McMahon to enter a final judgment on the common law claims so he can appeal to the U.S. Circuit Court of Appeals. Mr. Picard said that the Nov. 1 ruling reduced his potential recovery by "billions of dollars." Until an appeal is decided in the circuit court, Mr. Picard said he "could not settle" with JPMorgan. Mr. Picard is already appealing to the circuit court from Judge Rakoff's opinion in July dismissing most of the HSBC suit. Judge Rakoff, according to the report, heard oral argument Nov. 10 on a motion by a customer named James Greiff to dismiss the trustee's lawsuit to recover fictitious profits. The Greiff lawsuit is a test case where the outcome could determine whether the trustee's suits against hundreds of customers will survive or fail. The HSBC suit in U.S. District Court is Picard v. HSBC Bank Plc, 11-763, U.S. District Court, Southern District of New York (Manhattan). The UBS suit in district court is Picard v. UBS AG, 11-04213, in the same court. The JPMorgan lawsuit in district court is Picard v. JPMorgan Chase & Co., 11-00913, in the same court. The JPMorgan lawsuit in bankruptcy court was Picard v. JPMorgan Chase & Co., 10-04932, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The Greiff case in district court is Picard v. Greiff, 11-03775, U.S. District Court, Southern District of New York (Manhattan). 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. BIG WHALE: Modified Plan Approved After Stipulation With Banks -------------------------------------------------------------- Judge James E. Shapiro of the U.S. Bankruptcy Court for the Eastern District of Wisconsin has confirmed The Big Whale, LLC's reorganization plan, after the Debtor entered into stipulations with WaterStone Bank SSB and BMO Harris Bank N.A., to resolve their objections to the Plan. Under the terms of the stipulation, Section 3.3(b) and 3.3(e) of the Plan will be modified as follows: (a) WaterStone and Harris' respective Allowed Secured Claims will be paid in equal monthly installments of principal and interest amortized over 30 years. The interest rate will be fixed at 4.5% per annum for years 1 through 3; the interest will adjust to 5% for years 4 and 5, with a balloon payment at the end of year 5, with no prepayment penalty. (b) Monthly installments will commence on the 15th day of the first month after the Effective Date as opposed to the 20th day. (c) All other provisions in Section 3.3 will remain unaltered to the extent they are consistent with this Stipulation. Under the terms of the stipulation, the Debtor will submit a revised cash budget that reduces the proposed monthly payments to Milwaukee Rents, LLC from 6% of net monthly receipts to 5%. Further, the Debtor and/or Reorganized Debtor will enter into written agreements with Milwaukee Rents, LLC and Centro Construction & Development, LLC for their continued services to be performed for the Reorganized Debtor as contemplated under the Plan. WaterStone and Harris will also withdraw their ballots rejecting the Plan, and will be deemed to accept the Plan. Under the modified plan, payments to creditors will be from the regular business income of the Reorganized Debtor. After the Confirmation Date, the Debtor will continue to hire Milwaukee Rents LLC to act as its property manager and Centro Construction & Development LLC to maintain its properties. The modified Plan classifies the Claims against the Debtor as follows: A. Class 1 (Administrative Expenses) will be paid (i) in full in cash on or before the Effective date, (ii) on other terms as may be agreed to in writing by the holder of any allowed expense in Class 1 and the Debtor, or (iii) if the expense is allowed after the Effective Date, as soon as the expense is allowed. B. Class 2 (Allowed Priority Tax Claims) consists of the City of Milwaukee and/or Milwaukee County, which hold Claims for property taxes. The members in Class 2 will be paid in full in equal monthly installments of principal and interest over a term of 60 months from the Petition Date, with payments commencing on the 20th day of the first month following the Effective Date. C. Classes 3A through 3E (Allowed Secured Claim of Wells Fargo Bank, N.A., BMO Harris Bank N.A., successor-by- merger to M&I Marshall & Ilsley Bank, North Shore Bank FSB, Securant Bank & Trust, and WaterStone Bank FSB) - The Banks will retain their Liens on the Collateral to secure their obligations. The Banks' allowed secured claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate of 4.5% per annum amortized over 30 years, with no prepayment penalty. The Banks will release its Liens on its Collateral in the event the balance of the amount allocated to the piece of collateral is paid in full. The allowed amounts of claim under Class 3 are: Wells Fargo $178,293 M&I $4,113,949 North Shore $234,264 Securant $1,736,663 WaterStone $5,146,230 D. Class 4A through 4H (Allowed Secured Claim of 43797 LP, 81302 LP, Porubcan IRA, 33884 IRA, Barkow, RMOR, Joyful, and Welsch IRA) will be paid by monthly payments of 4% per annum, interest only for 2 years from the Effective Date; and after that time, in equal monthly installments of principal with fixed interest at a mutually agreed-upon rate, amortized over 30 years with no prepayment penalty with a balloon payment after 60 months. Class 4 claims' prepetition loan documents will remain in full force and effect to the extent they are not altered by the Plan. Any remaining Allowed Unsecured Claim of Class 4A will be paid as a Class 5 Unsecured Claim. The allowed amounts of claim under Class 4 are: 43797 LP $37,000 81302 LP $91,307 Porubcan $58,681 33884 IRA $204,443 Barkow $129,117 RMOR $195,666 Joyful $379,947 Welch $72,668 E. Class 5 (Allowed Unsecured Claims) will receive a dividend equal to 20% of its Allowed Unsecured Claim. The 20% dividend will be paid in equal monthly installments without interest over the course of 60 months commencing on the 20th day of the first month following the Effective Date. F. Class 6 (Equity Interests in the Debtor) is unimpaired and unaffected under the Plan and will retain their Interests. A copy of the Modified Reorganization Plan is available for free at http://bankrupt.com/misc/BIGWHALE_plan.pdf About The Big Whale The Big Whale, LLC, owns 49 parcels of real property in Milwaukee County, Wisconsin. Those properties contain 138 rentable residential and commercial units. The Big Whale owns one industrial warehouse property, which is leased to various commercial/manufacturing tenants that operate their respective businesses in the building. The rental units are used to produce rental income from individual residential and commercial tenants. The Big Whale is managed by Steve Lindner and his sister, Debra Lindner. The Big Whale, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011. In its schedules, the Debtor disclosed $12,278,647 in total assets and $13,613,203 in total liabilities as of the Petition Date. Jerome R. Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel. BLUEKNIGHT ENERGY: Reports $28.6 Million Third Quarter Net Income ----------------------------------------------------------------- Blueknight Energy Partners, L.P., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $28.60 million on $46.51 million of total revenue for the three months ended Sept. 30, 2011, compared with a net loss of $2.84 million on $38.05 million of total revenue for the same period a year ago. 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 also reported net income of $25.89 million on $131.12 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $10.60 million on $113.53 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $320.77 million in total assets, $333.23 million in total liabilities, and a $12.46 million total partners' deficit. "We had a solid third quarter bolstered by our asphalt business which recognized incremental revenues of $1.9 million due to several customers exceeding annual contractual thresholds and by the recognition of a $1.1 million gain on the sale of excess equipment and assets. Furthermore, demand for our crude oil pipeline and truck transportation services continues to strengthen as evidenced by increased volumes and revenues on our pipelines and truck transportation assets. The construction of one million barrels of crude oil storage in Cushing, Oklahoma for TransMontaigne and the construction of a one million barrel crude oil terminal in Midland, Texas for Vitol are underway and progressing as scheduled. In addition we are pleased with the outcome of our recently completed rights offering which was significantly over-subscribed. With the imminent issuance of the preferred units, we can finally announce that we have successfully completed our recapitalization plan started in October of 2010. We appreciate our unitholders' efforts and support for the transaction," said J. Michael Cockrell, Blueknight Energy Partners' president and chief operating officer. A full-text copy of the Form 10-Q is available for free at: http://is.gd/ZUzYGQ 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. BLUFFS-VEST, LLC: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Bluffs-Vest, LLC 400 Indian Rocks Road, Suite D Belleair Bluffs, FL 33770 Bankruptcy Case No.: 11-20755 Chapter 11 Petition Date: November 7, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Herbert R. Donica, Esq. DONICA LAW FIRM PA 106 S. Tampania Avenue, #250 Tampa, FL 33609 Tel: (813) 878-9790 Fax: (813) 878-9746 E-mail: ecf-hrd@donicalaw.com Scheduled Assets: $1,340,735 Scheduled Debts: $1,273,896 The Company's list of its three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb11-20755.pdf The petition was signed by S. Neil Ford, Jr., managing member. BON-TON STORES: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on The Bon- Ton Stores Inc. to negative from stable. "At the same time, we affirmed all ratings on the company, including the 'B' corporate credit rating," S&P said. "The outlook revision reflects weak year-to-date performance that has been moderately below our expectations, our view that operations are likely to erode over the near term, and our belief that credit metrics will weaken further," said Standard & Poor's credit analyst David Kuntz. The ratings on The Bon-Ton Stores Inc. reflect recent performance that has been moderately below Standard & Poor's Ratings Services' expectations and the performance of its peers. "We believe further erosion over the near term is likely because of tepid consumer spending, poor merchandising, and increases in sourcing costs. As a result, we believe the company's credit protection profile is likely to deteriorate over the next 12 months," S&P said Although EBITDA declined by about 5% over the last 12 months, the company has also reduced its debt by prepaying the remaining $75 million under its term loan in January 2011. "This has resulted in stable credit protection measures. However, we believe that macroeconomic headwinds, merchandising issues, and higher input costs are likely to weigh on operations over the next 12 months and that credit ratios will erode," S&P related. Performance has trended negative throughout the year, but the same-store sales decline accelerated in the third quarter with a drop of 5.9%. "We have revised our expectations down for the year and now expect sales to decline in the mid-single digits during the fourth quarter, which would result in a revenue decline of about 4% for the year. We anticipate that revenues will likely be flat for 2012. We expect that margins are likely to decline by over 120 basis points this fiscal year, which would result in EBITDA margins slightly above 8.0%; we expect them to remain in this area over the near term. Thus, we are forecasting debt leverage at about 5.7x for this fiscal year, with EBITDA coverage of interest at 2.0x and funds from operations to total debt at 12.5%. We think there could be some further deterioration into 2012," S&P said. The company's vulnerable business profile reflects its relatively small scale in the highly competitive department store sector, its historical difficulties in growing revenues -- aside from through acquisitions -- and productivity measures below many of its department store peers. With 275 stores in 23 states, the company is still much smaller than some of its principal competitors, such as J.C. Penney Co. Inc., Kohl's Corp., and Macy's Inc. BONAVIA TIMBER: Sec. 341(a) Creditors' Meeting Set for Dec. 6 ------------------------------------------------------------- The United States Trustee in Portland, Oregon, will convene a meeting of creditors in the bankruptcy case of Bonavia Timber Company LLC, fdba Pacific Northwest Tree Farms LLC, pursuant to 11 U.S.C. Sec. 341(a) on Dec. 6, 2011, at 3:00 p.m. at UST1, US Trustee's Office, Portland, Rm 223. Proofs of claim are due in the case by March 5, 2012. Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-39459) on Nov. 1, 2011. The case has been reassigned to Judge Randall L. Dunn from Judge Trish M. Brown. Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq. -- al.kennedy@tonkon.com and michael.fletcher@tonkon.com -- at Tonkon Torp, serve as the Debtor's counsel. In its petition, the Debtor estimated assets of $10 million to $50 million. BORDERS GROUP: Accord Pegs Random House Claim to $35 Million ------------------------------------------------------------ Borders Group is asking a bankruptcy judge to approve an agreement that allows Random House a $36,402,158 unsecured claim for voting purposes. Publishers Weekly relates that, at the time of Borders's bankruptcy filing in February, Random House's unsecured claim was listed as $35,414,969. In May, Random filed a claim stating that it is owed $37,191,889. Publishers Weekly says the deal was presented to the Court on the eve of a bankruptcy hearing to determine voting procedures for Borders Group's Chapter 11 plan. The report notes a confirmed bankruptcy plan could be in place before Christmas, as early as December 20. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. BORDERS GROUP: Amends Liquidation Plan Sponsored With Committee --------------------------------------------------------------- Borders Group, Inc. and its debtor affiliates and the Official Committee of Unsecured Creditors submitted to Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York their First Amended Joint Plan of Liquidation and accompanying Disclosure Statement dated November 2, 2011. The salient modifications to the Amended Plan are: (1) On the effective date of the Plan, the Liquidating Debtor's name will change from Borders Group, Inc. to BGI, Inc. without the need for the filing of any documents with any state agencies or the Bankruptcy Court. In addition, the Liquidating Debtor's name on all pleadings filed with the Bankruptcy Court will be changed to "BGI, Inc." (2) On the Effective Date, the Liquidating Trust will be deemed to be substituted as the party in lieu of the Debtors in all pending matters including but not limited to (i) motions, contested matters and adversary proceeding pending in the Bankruptcy Court, and (ii) all matters pending in any courts, tribunals, forums or administrative proceedings outside of the Bankruptcy Court without the need or requirement for the Liquidating Trustee to file motions or substitutions of parties and counsel. (3) The Liquidating Trustee will not make any distributions of trust assets to the trust beneficiaries unless the Liquidating Trustee retains and reserves in the Disputed Claims Reserve those amounts as are reasonably necessary to satisfy amounts that would have been distributed in accordance with the Liquidating Trust Agreement in respect of Disputed Claims if the Disputed Claims were determined to be Allowed Claims immediately prior to the proposed distribution to the Beneficiaries. (4) The Liquidating Trustee may pursue: (i) causes of action against Pershing Square Capital Management, L.P., its affiliates and all entities owned, managed or controlled thereby, including its principal William Ackman; (ii) causes of action against former Borders Chief Executive Officer Michael Edwards; and (iii) creditors to avoid and recover avoidance actions. The pending action in Pierce County Superior Court in the State of Washington, City of Puyallup v. Carl R. Hogan et al., case number 05-2-05211-8, and related appeal to Division II of the Washington State Court of Appeals, case number 41017-6, will continue to be pursued by litigation counsel. (5) All Causes of Action held by the Debtors' Estates will survive confirmation of the Plan and the commencement and prosecution of any Causes of Action will not be barred or limited by any estoppels. The Liquidating Trust and Liquidating Trustee's right to commence and prosecute Causes of Action will not be abridged, limited or altered in any manner by reason of Confirmation of the Plan. Moreover, no defendant party to any Cause of Action will be permitted or entitled to assert any defense based, in whole or in part, upon confirmation of the Plan, and confirmation of the Plan will not have any res judicata or collateral estoppels or preclusive effect upon the commencement and prosecution of Causes of Action. (6) The Liquidating Trust Committee refers to a five member- committee along with three ex officio members created and appointed by the Creditors' Committee in consultation with the Debtors that will provide oversight and direction to the Liquidating Trustee in accordance with the Liquidating Trust Agreement. The members and ex officio members of the Liquidating Trust Committee will be the same members and ex-officio members that currently constitute the Creditors' Committee. (7) On and after the Effective Date, objections to, and requests for estimation of any Claims may be interposed and prosecuted only by the Liquidating Trust. Those objections and requests for estimation will be served on the claimant and filed with the Bankruptcy Court on or before the later of 120 days after the Effective Date and other date as may be fixed by the Bankruptcy Court upon a motion filed by the Liquidating Trust served only on the Rule 2002 service list. On the Effective Date, all outstanding objections to, and requests for estimation of Claims will vest in the Liquidating Trust. Modified Claims Estimates and Recovery The Amended Plan discloses the estimated allowed amounts of claims and interest in the Debtors' case and provides for the estimated recovery for each claim class: Estimated Claim/Equity Estimated Allowed Class Interest Recovery Amounts ----- --------------------- ----------- ---------- N/A Administrative Claims 100% N/A N/A Priority Tax Claims 100% $7.4 mil. to $13.9 mil. 1 Priority Non-Tax Claims 100% $0.3 mil. to $0.4 mil. 2 Secured Claims 100% $0 to $2 mil. 3 General Unsecured Claims 4%-10% $812 mil. to $850 mil. 4 Equity Interests 0% N/A 5 Intercompany Claims 0% N/A Full-text copies of the Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Borders_Nov2Plan.pdf http://bankrupt.com/misc/Borders_Nov2DS.pdf Blacklined versions of the Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Borders_Nov2Plan_blacklined.pdf http://bankrupt.com/misc/Borders_Nov2DS_blacklined.pdf Plan-Related Hearings The Court was scheduled to consider adequacy of the Disclosure Statement, as amended, on November 10, 2011. Three governmental entities timely objected to the Disclosure Statement. The Debtors also rescheduled the proposed hearing to consider confirmation of the Plan from December 19 to December 20. The proposed deadline to object to the Plan is on December 14. The State of Michigan Department of Treasury opposed approval of the Disclosure Statement for the Debtors' First Amended Joint Plan of Liquidation. Victoria Reardon, Esq., assistant attorney general of Michigan, in Detroit, Michigan -- Reardon@michigan.gov -- argues that the Disclosure Statement and the Plan do not provide for an interest rate to be paid in the event administrative claims are not timely paid on the effective date of the Plan. She further contends that the Disclosure Statement does not specify the interest rate required to be paid on installment payments as required by the Bankruptcy Code. The Michigan Department of Treasury's current interest rate for bankruptcy tax claims is 4.25%, she discloses. The Los Angeles County Treasurer and Tax Collector also opposes approval. The County Treasurer complains that the Disclosure Statement and the Plan do not specify the interest required to be paid on installment payments of Allowed Priority Tax Claims as required by Section 511 of the Bankruptcy Code. Rather, the Debtors ask the Court to determine the interest on priority tax claims at a fixed annual rate. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. Bankruptcy Creditors' Service, Inc., publishes BORDERS BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Borders Group Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: To Sell Singapore License to Berjaya for $200,000 ---------------------------------------------------------------- Borders Group, Inc., and its-affiliates seek the bankruptcy court's permission to sell a perpetual, royalty-free license of the trademarks formerly owned by the Debtors in Singapore, free and clear of liens, interests and claims, to Berjaya Books SDN BHD for $200,000. On September 26, 2011, Popular Holdings, Inc., sent the Debtors a letter repudiating their bid for the Singapore License and demanding the return of its deposit. The Debtors responded by a letter rejecting Popular's attempt to terminate its bid and obtain return of its deposit. Nowhere in the Response Letter did the Debtors state or imply that the September 30, 2011 closing deadline was waived or modified. Separately, on September 26, Hilco Streambank, LLC, sent an e- mail to the principals of Popular, asking them to call to discuss the repudiation of Popular's agreement to acquire the Singapore License and advising them that "[a]bsent an immediate resolution of this matter, it is Borders intention to apply the $54,972 in deposit money that [Popular] had provided toward the damages which [Popular's] actions had caused and to determine whether another party is interested in purchasing the rights." On September 27, 2011, the Court entered the order approving the sale of the Debtors' intellectual property rights to Barnes & Noble, Inc. The IP Sale Order did not indicate that the Debtors were required to sell the Singapore License to Popular after September 30, 2011 or otherwise. David Peress, principal of Hilco Streambank, disclosed that having received no response to the Sept. 26 e-mail, his firm started soliciting interest in the Singapore License from other parties, including Berjaya, a Malaysian-based bookseller that had agreed to acquire a license to the Marks in Malaysia, pursuant to an accompanying declaration. On September 30, 2011, the Debtors closed on the sale of the IP Assets to B&N, and the sales of other Licenses, excluding Popular's bid for the Singapore License. On October 4, 2011, Berjaya expressed an interest in acquiring the Singapore License, subject to further due diligence. Streambank then sent an e-mail to Popular, asking whether it had an interest in renewing its bid to acquire the Singapore License. Alvin Ng, CFO of Popular, sent an e-mail to Streambank on October 4, 2011, stating that his company now sought to move forward with the acquisition of the Singapore License. Streambank responded to Mr. Ng, stating that if Popular intended to move forward with the transaction, it should execute the license agreement and wire the balance of the purchase price to the Debtors' escrow account. Counsel for Popular then responded to Streambank and indicated that he was working with Debtors' counsel to finalize the sale of the Singapore License to Popular and to obtain Court approval. Notwithstanding counsel's assertions, Popular had not at that point executed the License Agreement and Streambank continued to respond to due diligence questions posed by Berjaya. On October 12, 2011, Popular and Barnes & Noble executed a license agreement for the Singapore License. The Debtors also filed their motion to sell the Singapore License to Popular. However, Popular did not wire the balance of Singapore License purchase price to the escrow account. On October 14, 2011, Streambank received an offer on behalf of Berjaya to acquire the Singapore License for $200,000. Specifically, Barnes & Noble and Berjaya agreed to enter into a Brand License Agreement whereby Berjaya will make a payment to the Debtors of $200,000 for the Singapore License. In turn, Barnes & Noble will grant Berjaya a license to use the Marks in Singapore on terms set forth in the Brand License Agreement. The Official Committee of Unsecured Creditors and Barnes & Noble have no objection to the proposed sale. A full-text copy of the Brand License Agreement is available for free at: http://bankrupt.com/misc/Borders_BerjayaBrandLicenseAgr.pdf Accordingly, the Debtors ask the Court to approve the sale of the Singapore License to Berjaya under substantially the same terms and conditions as the other licenses sold in the IP Sale. David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, argues that the Debtors are under no obligation to close a transaction with Popular, who has bid half what Berjaya is willing to pay. Bidding procedures are designed to assist the debtor to procure the highest value for its assets, he contends. Thus, they should not be applied rigidly, but rather with flexibility to allow the Debtors to maximize value for their estates, he insists. Given the closing sale of the Debtors' businesses, the value of the Marks in Singapore is deteriorating, Mr. Friedman stresses. Accordingly, Berjaya is anxious to close on the Singapore License as soon as practicable. The Debtors thus ask the Court to rule that any order granting their Motion be deemed effective immediately by providing that the 14-day stay under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. Popular Objects "A debtor should not be permitted to walk away from a completed sale process and deny a winning bidder its right to acquire the asset it successfully bid on, simply because someone else came along at the twelfth hour," counsel to Popular, Gerald C. Bender, Esq. -- gbender@omm.com -- at O'Melveny & Myers LLP, in New York, argues. Mr. Bender clarifies that Popular did not repudiate the transaction. In an accompanying declaration, he elaborates that over the weekend of September 24 to 25, Popular continued to negotiate with the Debtors and Barnes & Noble the terms of the license agreement and proposed order. Because of the delays and mounting costs, however, as well as the Debtors' and Barnes & Noble's unwillingness to consider many of the problematic provisions in the draft license agreement, Popular decided not to pursue its bid for the Singapore License, he relates. Upon receiving the letter informing the Debtors of Popular's decision, the Debtors responded by rejecting Popular's effort to withdraw and threatening Popular with a lawsuit if it did not complete the transaction. After receiving the Debtors' letter, Popular conceded and agreed to proceed with the transaction, Mr. Bender discloses. The Debtors agreed to proceed to sell to Popular, reached agreement with Popular, and ultimately sought Court approval of the transaction with Popular. Mr. Bender also contends that Popular's deposit was actually almost $55,000, due to the fact that Popular had initially submitted a higher bid in connection with its combined bid for the licenses in Singapore and Malaysia. The notion that Popular should have effectively prepaid for the Singapore License -- a demand that the Debtors did not make of any other licensee and that was not authorized by the Bidding Procedures -- in order to protect its rights as a Winning Bidder, has no support in law or in equity and is emblematic of the Debtors' cavalier attitude and misbehavior, he asserts. To the extent the September 30 date has any relevance at all, the Debtors have clearly waived its application to this transaction by proceeding with filing the Popular Sale Motion, he insists. The Court entered an order to show cause shortening the notice period with respect to the Debtors' request. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. Bankruptcy Creditors' Service, Inc., publishes BORDERS BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Borders Group Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Popular Demands License Per Auction Results ---------------------------------------------------------- Popular Holdings Limited asks Judge Martin Glenn to compel Borders Group Inc. and its affiliates to comply with the results of the September 14, 2011 auction, and to transfer the Singapore License to Popular. On September 14, 2011, the Debtors conducted the auction for their intellectual property assets whereby Popular emerged as the winning bidder for the Singapore License with a $100,000 offer. However, the Debtors, Barnes & Noble, Inc. and Popular were unable to reach agreement regarding the Singapore License before the sale hearing scheduled for September 26, 2011. After entry of the IP Sale Order on September 27, 2011, the parties continued negotiations and reached agreement for the sale of the Singapore License to Popular. On October 12, 2011, the Debtors filed a motion with the Court seeking approval of the form agreement with Popular. However, after filing the Popular Sale Motion, counsel to the Debtors called Popular's counsel and informed them that the Debtors had just received a $200,000 offer for the Singapore License from another entity that participated at the Auction. Popular responded to the Debtors stating that because: (i) the Debtors designated Popular the Winning Bidder at the Auction, which has closed; (ii) the Debtors, Barnes & Noble, and Popular had negotiated and agreed upon a form of agreement transferring the Singapore License to Popular; and (iii) the Debtors had already proceeded with filing the Popular Sale Motion, Popular expected the Debtors to follow through with their contractual obligations and continue to seek approval of the transaction with Popular. Popular also informed the Debtors that it had expended considerable time and effort, including incurring considerable attorneys' fees, in connection with the Auction and sale process and that it would be remarkably unfair and inequitable for the Debtors to abandon their commitment to Popular at that late date, especially considering how little was to be gained by the Debtors' estates. Nevertheless, on October 20, 2011, counsel for the Debtors informed Popular that they intended to disavow their agreement with Popular and would seek Court approval of a transaction with another entity in Popular's stead. Thus, Popular saw the need to file a motion to compel. Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York, argues that having conducted and closed the Auction nearly six weeks ago, the Debtors may not revisit its results at this late juncture. The Auction was transparent and straightforward, and all parties involved received copies of the Bid Procedures, he asserts. He also contends that the proposed alternative party is a not stranger to the Debtors' Chapter 11 cases or was unable to bid on the Singapore License earlier. There is thus no basis now to reopen the Auction, especially after that entity had every opportunity to increase its bid and chose not to do so, he insists. Mr. Bender also contends that obtaining an additional $100,000 in proceeds for the Singapore License cannot possibly be justified. He stresses that Popular has expended significant funds in negotiating the terms of the agreement and in preparing to operate a business in Singapore using the Singapore License. While Popular is mindful of the Debtors' desire to maximize the value of the estates, they cannot be permitted to do so at Popular's great expense and detriment, he emphasizes. The actual and consequential damages to Popular from the Debtors' breach of this agreement would be significant and would likely greatly exceed the small incremental benefit to the Debtors' estates, he maintains. "At all times since the Auction, Popular acted in good faith, and negotiated with the Debtors with the understanding and the expectation -- bolstered by the Debtors' own written and oral statements -- that the results of the Auction were binding and that the Debtors would proceed to submit the Popular Sale Order to the Court for approval. To permit the Debtors to abandon their agreement with Popular would unfairly prejudice Popular and not even benefit the estates in any meaningful way," Mr. Bender tells Judge Glenn. Debtors Object Counsel to the Debtors, Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, tells Judge Glenn that Popular, by its own obstinancy and refusal to adhere to the IP Bidding Procedures, forced the Debtors to solicit other offers for the Singapore License. Mr. Glenn asserts that the Debtors, the Official Committee of Unsecured Creditors and Barnes & Noble spent over a month negotiating a form of license agreement with Popular because Popular repeatedly stymied the process with unreasonable demands and delay tactics. Now, well beyond the closing deadline set forth in the IP Bidding Procedures, Popular is trying to revive its auction bid and force the Debtors to enter into a transaction that is not beneficial to the Debtors' estates and which Popular previously abandoned, he contends. After the auction ended and Popular terminated its bid, the Debtors solicited and accepted an offer for the Singapore License that is double that of Popular's offer, he says. Because Popular's bid never became binding on the Debtors' estates, the Debtors ask the Court to deny Popular's Motion and allow them to consummate the transaction set forth in the Berjaya Sale Motion. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. Lowenstein Sandler represents the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders is completing going-out-of-business sales that began at all of its remaining locations in July. The creditors? committee said before the liquidation began that Borders expected to generate $252 million to $284 million in cash from the sales. Borders is selling store leases separately. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. Bankruptcy Creditors' Service, Inc., publishes BORDERS BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Borders Group Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BOWE BELL: Retiree Committee Taps Stahl Cowen as Counsel -------------------------------------------------------- The Official Retiree Committee in the Chapter 11 cases of Mail Systems, Liquidation Inc., formerly known as Bowe Systec, Inc., et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain the law firm of Stahl Cowen Crowley Addis LLC as its counsel. On June 2, 2011, SCCA was retained by Harold R. VanSeters, the chairperson of the retiree committee, and other affected retirees to address the failure of the Debtors to form a committee to protect hid rights. Mr. VanSeters is the chairperson of the retiree committee. SCCA will, among other things: -- counsel the retiree committee with respect to understanding the Debtors' bankruptcy estate, advise the committee members with respect to their fiduciary duties, communications with the retiree constituency and the like; and -- investigate the financial condition of the estate (post- sale), evaluate any contingent assets of the estate, review of pertinent documents to accurately identify all effected retirees, and review and consideration of necessary equitable arising under section 1114 of the Bankruptcy Code, and any other germane matters relevant to the protection of the retirees committee. The hourly rates of SCCA's personnel are: Partners $420 - $595 Associates $180 - $355 Legal Assistants/Paralegals $120 - $180 To the best of the retiree committee's knowledge, SCCA is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The retiree committee set a Nov. 15, hearing at 10:30 a.m. on its requested retention of counsel. Objections, if any, were due Nov. 8. About Bowe Bell Headquartered in Wheeling, Ill., BOWE BELL + HOWELL -- http://www.bowebellhowell.com/-- is a leading provider of high- performance document management solutions and services. In 1936, the company pioneered gripper arm mail-inserting systems and has one of the world's largest installed bases of such inserters as a result of the technology's flexibility, performance and reliability. The company's complete portfolio of inserting, sorting, plastic card, integrity, cutting, packaging, print-on- demand and software solutions is one of the most comprehensive product offerings for paper-based communications. These solutions are supported by one of the largest dedicated service organizations in the industry. In addition to its headquarters offices, the company maintains major manufacturing and service locations in Durham, N.C. and Bethlehem, Penn. Bowe Bell + Howell sought bankruptcy protection in the U.S. as part of a deal to itself to creditor Versa Capital Management Inc. to pay off debt. Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other affiliates, including Bowe Bell + Howell Holdings, Inc., filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on April 18, 2011. Bowe Systec estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Lee E. Kau fman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. McDermott Will & Emery is the Debtors' special corporate counsel. Focus Management Group is the Debtors' financial advisors. Lazard Middle Market LLC is the Debtors' investment banker. The Garden City Group, Inc is the Debtors' claims and notice agent. Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary, commenced parallel ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act. BBH Canada, as the proposed foreign representative for the Debtors in the ancillary proceeding, will ask an Ontario Superior Court judge to recognize the bankruptcy proceedings in the U.S. PricewaterhouseCoopers Inc. is the prospective Information Officer in the Canadian Proceeding. The U.S. Trustee has formed an Official Committee of Unsecured Creditors and an Official Retirees' Committee. The Retiree Committee tapped Thorp Reed & Armstrong, LLP, as co-counsel. Versa Capital Management, Inc. in June 2011 completed its acquisition of the assets of Bowe Bell + Howell and the formation of a new company and brand, Bell and Howell, LLC. Versa, having purchased the $121 million secured term loan and revolving credit, signed a contract to buy the business in exchange for secured debt, the loan financing the Chapter 11 case, the cost of curing contract defaults, and $315,000 for the Canadian assets. BRAY & JAMISON: Lawsuit Over Anloc Contract Removed to Bankr. Ct. ----------------------------------------------------------------- Bray & Jamison PLLC, Thomas R. Bray, Bruce L. Jamison, ACA Resources, LLC, ACA Ventures, II, and Richard L. Fuqua, filed with the Bankruptcy Court a notice to remove pursuant to 28 U.S.C. Sec. 1452, Federal Rule of Bankruptcy Procedure 9027, and Bankruptcy Local Rule 9027-1, and provide notice of removal of all claims and causes of action of all of the parties in: (A) Cause No. 2011-56011, styled Bray & Jamison et al. vs. Anloc, LLC. et al., in the 281st Judicial District Court of Harris County, Texas to the United States Bankruptcy Court for the Southern District of Texas, Houston Division, for further removal to an Article III court under the doctrine of Stern v. Marshall. The action involves claims by the Plaintiffs against Anloc LLC, Michael Coolures, James W. Alexander 1993 Living Trust, Alexander Energy, and DMA Oil & Gas, L.L.C. The Defendants are former clients of Bray & Jamison under a written power of attorney, assignment of interest, and agreement of representation dated Feb. 28, 2010. The Contract provided, among other things, for Bray & Jamison to receive up to 40% of the gross recovery. Richard Fuqua was also a party to the Contract, and would be compensated for his services by receiving on-third of the legal fees and interests earned by Bray & Jamison under the Contract. On Nov. 18, 2010, a recovery was achieved under the Contract, whereby Anloc recovered virtually 100% of an oil and gas lease covering over 7,300 acres, the wells thereon, and over $840,000 in funds that were being held in a court registry, as well as other economic benefits. ACA Resources was created to help facilitate a distribution of the former clients? portion of the recovery. Based thereon, Bray & Jamison and Fuqua have received 38% of a portion of that recovery. Despite the substantial recovery, the former clients -- i.e., the Defendants -- failed and/or refused to accept assignments of the Defendants? recovered interests. On April 27, 2011, more than five months after the recovery was achieved and the contract performed by Plaintiffs, Bray & Jamison, Bray, Jamison and ACA brought the action in Washington County, Texas, in the court where the recovery was achieved. The Plaintiffs asked the court to determine the propriety of the structure of the settlement transaction, and the amount and method of paying Bray & Jamison?s monetary fees owed as a result of the extinguishment (as a result of the settlement) of Anloc?s pre- existing debts. (B) Cause No. 2009-61596-A, styled Paul Hendershott, Evergreen Energy, Inc., et al., vs. Petrodome Hockley, LLC and Petrodome Energy, LLC vs. Anloc, LLC and Michael A. Coolures vs. Truth Resources LP, in the 157th Judicial District Court of Harris County, Texas to the United States Bankruptcy Court for the Southern District of Texas, Houston Division, for further removal to an Article III court under the doctrine of Stern v. Marshall. The action involves claims, counterclaims, cross-claims and third party claims between Defendants (who are also counter- and third party plaintiffs) and Anloc LLC, Michael Coolures, James W. Alexander 1993 Living Trust, Alexander Energy, and DMA Oil & Gas, L.L.C. -- Plaintiffs -- and Jim Alexander, Barbara Alexander, Richard Angelle, Dean Angelle, Jim Trippon, Frank Snortheim, Doug DeBoer, Michelle Dunk, Hockley Energy, Inc., Armadillo Energy, Inc., Altitude Mutual Fund Limited Partnership (a/k/a Altitude Mutual Funds Limited Partnership), Paul Hendershott, Evergreen Energy, Inc., Welsh & Chapoton, LLP, H. Ronald Welsh, John E. Chapoton, Jr., Jared G. LeBlanc, Michael Twomey and Robert Dillon -- Third Party Defendants -- additionally, in this case are the claims of Greg Shindler, Boogalou Oil & Gas, LLC, Magnolia #2 Well, LLC, No. 3 Well, LLC, and Anderson Energy Investments, LLC -- Shindler group. The Plaintiffs are former clients of Bray & Jamison under a written power of attorney, assignment of interest, and agreement of representation dated Feb. 28, 2010. The Contract provided, among other things, for Bray & Jamison to receive up to 40% of the gross recovery. Richard Fuqua was also a party to the Contract, and would be compensated for his services by receiving on-third of the legal fees and interests earned by Bray & Jamison under the Contract. On Nov. 18, 2010, a recovery was achieved under the Contract, whereby Anloc recovered virtually 100% of an oil and gas lease covering over 7,300 acres, the wells thereon, and over $840,000 in funds that were being held in a court registry, as well as other economic benefits. 4. Based thereon, Bray & Jamison and Fuqua have received 38% of a portion of that recovery. After Bray & Jamison and Fuqua received their assignment of interests from the recovery, the former clients (i.e., the Plaintiffs) filed suit against Bray & Jamison, its attorneys, Bray and Jamison, and Fuqua, as well as the entities that attempted to consummate the entire distribution of the recovery and subsequent production revenues from the recovered wells. Already pending in the case were claims made by the Shindler group against Anloc seeking declaratory judgment as to the Shindler group?s rights and interests in the subject oil and gas leases. The Defendants, including Bray & Jamison, have counterclaimed against Plaintiffs and brought third party actions against the Third Party Defendants, alleging, inter alia, that Plaintiffs breached and repudiated the Contract, converted Bray & Jamison and Fuqua?s property, and engaged in abuse of process; that Anloc breached its fiduciary duties as an operator of the leases; and that Plaintiffs have engaged in conspiracy with the Third Party Defendants, who aided and abetted them, in their attempts to defraud Bray & Jamison and Fuqua of their interests and fees earned under the Contract, and in so doing the Third Party Defendants have tortiously interfered with the Contract and other agreements involving Defendants, and have engaged in abuse of process and conversion. The Third Party Defendants include, among others, individuals and entities who Defendants allege have a history of fraudulent (and criminal) activities, including, securities fraud relating to oil and gas interests. The Defendants are seeking declaratory judgment as to Bray & Jamison's and Fuqua?s rights, title and interest in the subject leases, which are a significant asset of the debtor, Bray & Jamison PLLC. The debtor currently holds a portion of the asset in the form of a duly recorded partial assignment of the leases recovered. The Plaintiffs are seeking declaratory judgment as to their rights, title and interests in the subject leases, and also disgorgement of Bray & Jamison?s and Fuqua?s rights, title and interests in the leases, the asset referenced above, as well as monetary fees received by them, which are property of the estate of Bray & Jamison. In addition, the Plaintiffs are seeking affirmative recovery against Defendants (including, Bray & Jamison), in an amount which has not yet been quantified. Defendants (including the debtor, Bray & Jamison PLLC) are seeking affirmative recovery from Plaintiffs and Third Party Defendants of damages and other relief, as well as attorneys? fees and costs. These damage claims are significant assets of the estate of the debtor, Bray & Jamison. The fees and costs are continuing. About Bray & Jamison Bray & Jamison PLLC, based in Houston, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-38957) on Oct. 23, 2011. Judge Letitia Z. Paul presides over the case. Thomas R. Bray, Esq. -- braylawoffice@aol.com -- at Bray Associates, serves as the Debtor's counsel. It estimated $10 million to $50 million in assets and $100,001 to $500,000 in debts. The petition was signed by Bruce L. Jamison and Thomas R. Bray, managers. BRAY & JAMISON: Sec. 341 Creditors' Meeting on Nov. 28 ------------------------------------------------------ The United States Trustee in Houston, Texas, will convene a meeting of creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the bankruptcy case of Bray & Jamison PLLC on Nov. 28, 2011, at 1:30 p.m. at Houston, 515 Rusk Suite 3401. Proofs of Claim are due in the case by Feb. 26, 2012. Bray & Jamison PLLC, based in Houston, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-38957) on Oct. 23, 2011. Judge Letitia Z. Paul presides over the case. Thomas R. Bray, Esq. -- braylawoffice@aol.com -- at Bray Associates, serves as the Debtor's counsel. It estimated $10 million to $50 million in assets and $100,001 to $500,000 in debts. The petition was signed by Bruce L. Jamison and Thomas R. Bray, managers. C & M RUSSELL: Wants to Use Rent Proceeds Through April 2012 ------------------------------------------------------------ C & M Russell LLC is seeking Bankruptcy Court permission to use cash collateral consisting of rent revenues from five properties: (1) real property located at 302 West Imperial Avenue, El Segundo, California The 302 Property is an eight-unit, multifamily, income producing property. The 302 Property is stabilized and is fully, or close to fully, occupied, with little turnover of tenants. The Debtor estimates the value of the 302 Property to be $1,900,000 and the Property is encumbered by $1,186,499 in secured debt. The 302 Property is encumbered by: -- A first priority deed of trust in favor of JP Morgan Chase Bank, N.A., as successor in interest to Washington Mutual Bank, securing a loan for $846,499. The Debtor is current in its payments on the Chase Loan and the Chase Loan is not in default. -- A second priority deed of trust in favor of Vijay Fadia, an individual, securing a loan for $220,000. Interest was paid through Jan. 15, 2011. No notice of default has been recorded. -- A third priority deed of trust in favor of Fadia, securing a loan for $120,000. The Second 302 Fadia Loan is also secured by another one of the Debtor's properties, namely that certain real property located at 2722 Vanderbilt Lane, Redondo Beach, California. The Debtor is in default under the Second 302 Fadia Loan but the "Notice of Default" recorded by Fadia only address the 2722 Vanderbilt Lane property. The Debtor believes there is substantial equity in the 302 Property, and the Secured Lenders' interests in the property are adequately protected by a substantial equity cushion. (2) real property located at 732 West Imperial Avenue, El Segundo, California The 732 Property is a 42-unit, multifamily, income producing property. The 732 Property is stabilized and is fully, or close to fully, occupied, with little turnover of tenants. The Debtor estimates the value of the 732 Property to be $7,350,000, which value has been confirmed by an informal valuation given to the Debtor by CB Richard Ellis. The Property is encumbered by $3,500,000 in secured debt -- a first priority deed of trust in favor of JP Morgan Chase Bank, N.A., as successor in interest to Washington Mutual Bank, securing a loan in the approximate outstanding principal amount of $3,500,000. The Debtor is current in its payments on the Chase Loan and the Chase Loan is not in default. The Debtor believes there is substantial equity in the 732 Property, and the Secured Lender's interest in the property is adequately protected by a substantial equity cushion. (3) real property located at 216 West Imperial Avenue, El Segundo, California The 216 Property is a 23-unit, multifamily, income producing property. The 216 Property is stabilized and is fully, or close to fully, occupied, with little turnover of tenants. The Debtor estimates the value of the 216 Property to be $4,000,000, which value has been confirmed by an informal valuation given to the Debtor by CB Richard Ellis. The Property is encumbered by $2,230,000 in secured debt -- a first priority deed of trust in favor of JP Morgan Chase Bank, N.A., as successor in interest to Washington Mutual Bank, securing a loan in the approximate outstanding principal amount of $2,370,000. The Debtor is current in its payments on the Chase Loan and the Chase Loan is not in default. The Debtor believes there is substantial equity in the 216 Property, and the Secured Lender's interest in the property is adequately protected by a substantial equity cushion. (4) real property located at 2120 Vanderbilt Lane, Redondo Beach, California The 2120 Property is an 11-unit, multifamily, income producing property. It is stabilized and is fully, or close to fully, occupied, with little turnover of tenants. The Debtor estimates the value of the 2120 Property to be $2,000,000 and the Property is encumbered by $800,000 in secured debt. The 2120 Property is encumbered by: -- A first priority deed of trust in favor of JP Morgan Chase Bank, as successor in interest to Washington Mutual Bank, securing a loan for $470,000. As of the Petition Date, the Debtor has missed one payment on the 2120 Chase Loan. -- A second priority deed of trust in favor of Vijay Fadia, an individual, securing a loan for $328,000. The Debtor is in default under the 2120 Fadia Loan and, pursuant to a Notice of Trustee's Sale recorded in the real property records for the County of Los Angeles, the total alleged accelerated unpaid balance (including charges, penalties and expenses) is $360,726. The 2120 Fadia Loan was declared to be in default and is the debt that gave rise to a scheduled trustee's sale that was scheduled to be completed prior to the filing of the Debtor's first petition. The Debtor believes there is substantial equity in the 2120 Property, and the Secured Lenders' interests in the property are adequately protected by a substantial equity cushion. (5) real property located at 2722 Vanderbilt Lane, Redondo Beach, California. The 2722 Property is a 16-unit, multifamily, income producing property. The 2722 Property is stabilized and is fully, or close to fully, occupied, with little turnover of tenants. The Debtor estimates the value of the 2722 Property to be $2,150,000 and the Property is encumbered by $1,485,000 in secured debt. The 2722 Property is encumbered by: -- A first priority deed of trust in favor of JP Morgan Chase Bank, N.A., as successor in interest to Washington Mutual Bank, securing a loan for $1,363,135. As of the Petition Date, the Debtor has missed one payment on the 2722 Chase Loan. -- A second priority deed of trust in favor of Vijay Fadia, an individual, securing a loan for $120,000. The Debtor is in default under the 2722 Fadia Loan, as reflected in that certain Notice of Default recorded in the real property records for the County of Los Angeles on June 13, 2011. The 2722 Fadia Loan is cross-collateralized with the Debtor's real property located 302 West Imperial Avenue, El Segundo. The Debtor believes there is substantial equity in the 2722 Property, and the Secured Lenders' interests in the property are adequately protected by a substantial equity cushion. The Debtor seeks a final order authorizing the use of cash collateral on a final basis through and including April 30, 2012, pursuant to operating budgets. About C & M Russell Los Angeles, California-based C & M Russell LLC first made a pro se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No. 11- 49889) on Sept. 21, 2011. C & M Russell filed for another Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20, 2011. Judge Sandra R. Klein presides over the case. Alan G. Tippie, Esq., and Avi E. Muhtar, Esq. -- atippie@sulmeyerlaw.com and amuhtar@sulmeyerlaw.com -- at SulmeyerKupetz, serve as the Debtor's counsel. In the second petition, the Debtor scheduled assets of $17,499,500 and debts of $9,300,331. The petition was signed by Mattie B. Evans, chief executive member. BROOKLYN NAVY: S&P Lowers Senior Debt Rating to 'B' --------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on U.S. electricity and steam producer Brooklyn Navy Yard Cogeneration Partners L.P.'s (BNYCP) senior debt to 'B' from 'B+'. The outlook is stable. "The downgrade and stable outlook reflect our forecast that coverage of annual debt service will remain about 1x between 2011 and 2016," said Standard & Poor's credit analyst Matthew Hobby. BNYCP is a 220 megawatt (MW) to 300 MW gas- and oil-fired cogeneration facility in Brooklyn, N.Y., that can produce up to 1 million pounds of steam per hour. It has a 40-year power and steam purchase agreement (energy sales agreement) with Consolidated Edison Co. of New York Inc. (A-/Stable/A-2) that expires in 2036. The plant began operations in November 1996. "The stable outlook reflects our base-case forecast that coverage of senior lien debt service will remain about 1x in 2012-2016. However coverage could decline significantly beginning in 2017 when scheduled annual debt service increases. In addition, the effect of the project's 20-year gas supply and transportation contracts' expiration in 2016 is not clear at this time. We could lower the rating if significant reductions in liquidity occur or become likely, which could result from increased maintenance costs or contingent liabilities that reduce coverage to less than 1x. Because the project benefits from a stable energy sales agreement with a highly rated offtaker, the strong coverage levels that we forecast after 2016 could result in an upgrade," S&P related. C & M RUSSELL: Sec. 341(a) Creditors' Meeting Set for Nov. 30 ------------------------------------------------------------- The United States Trustee for the Central District of California will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of C & M Russell LLC on Nov. 30, 2011, at 1:15 p.m. at RM 2610, 725 S Figueroa St., in Los Angeles. Los Angeles, California-based C & M Russell LLC owns commercial real estate properties. C & M Russell first made a pro se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No. 11-49889) on Sept. 21, 2011. C & M Russell filed for another Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20, 2011. Judge Sandra R. Klein presides over the case. Alan G. Tippie, Esq., and Avi E. Muhtar, Esq. -- atippie@sulmeyerlaw.com and amuhtar@sulmeyerlaw.com -- at SulmeyerKupetz, serve as the Debtor's counsel. In the second petition, the Debtor scheduled assets of $17,499,500 and debts of $9,300,331. The petition was signed by Mattie B. Evans, chief executive member. CABI SMA: Seeks Extension of Solicitation Period to Jan. 23 ----------------------------------------------------------- Cabi SMA Tower I, LLLP, requests that the bankruptcy court enter an order confirming that the Debtor remains within the exclusive period for filing a plan and extending the exclusive period for the Debtor to solicit acceptances to the Plan for a period of 91 days, through and including Jan. 23, 2012. Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, notes that the Debtor is diligent with its efforts to effectively reorganize and to negotiate with its largest secure creditor, Brickell Central. The Debtor continues to respond to information requests from Brickell Central and has engaged in a lengthy settlement conference with Brickell Central to dispel any concerns Brickell Central may have regarding the feasibility of the Plan. The Debtor says that during the settlement conference, its financial advisor provided Brickell Central with exhaustive information regarding the contours of the Plan and explained the financial models relating to the Plan in extensive detail. The parties continue to negotiate and the Debtor is striving diligently to resolve all of Brickell Central's objections prior to the Disclosure Statement hearing. According to Ms. Mora, the modest extension sought by the Debtor is intended to allow the Debtor to finalize the plan process. Brickell Objects to Any Extension Brickell Central LLC objects to any further extension of the exclusive period, claiming that the Debtor has not met its burden of establishing cause for any further extension. Brickell Central notes that the case has now been pending for 10 months and the Court already granted the Debtor an additional 120-day extension of time. The Debtor has had the approval of its Disclosure Statement denied and the Court has held a total of three hearings on approval of various disclosure statements. Brickell Central believes that this single asset real estate case has outlived its intended life under provisions of the Bankruptcy Code for a single asset real estate case. Brickell Center points out that this case has a small number of creditors, the most significant of which is the Brickell Central. Beyond the Debtor's urging that it "continues to make significant strides in its attempt to forge a viable resolution of this case," there is no evidence before the Court which demonstrates the existence of any of the several factors which should be critical to a finding of "cause" for an extension of exclusivity in this case. Brickell Center states that the Debtor has not had any success in developing a viable plan. The success of its most recent proposal rests entirely on the Debtor's ability to delay payment to Brickell Central and procure more than $88 million in financing seven years from now from an unknown source on unknown terms. The Debtor has not provided any evidence that there is a reasonable probability that it will be able to propose any plan that will result in a successful reorganization within a reasonable time. Brickell Center is represented by: Frank P. Terzo, Esq. Leyza F. Blanco, Esq. Fernando J. Menendez, Esq. GRAYROBINSON, P.A. 1221 Brickell Avenue, Suite 1600 Miami, Florida 33131 Tel: (305) 416-6880 Fax: (305) 416-6887 E-mail: Leyza.Blanco@gray-robinson.com About Cabi SMA Tower I Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP -- owns multiple vacant parcels around South Miami Avenue and S.W. 14th Street in Miami, Florida. It acquired the parcels to develop residential, hotel, and retail space, including a condominium development. The parcels are being managed by Cabi Developers, LLC pursuant to a management agreement. Cabi SMA Tower I filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010. Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168) and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed separate Chapter 11 petitions. No creditor's committee has been appointed in Cabi SMA Tower I, LLLP's Chapter 11 case. On April 27, 2011, Cabi SMA Tower I, LLLP filed its First Amended Plan of Reorganization and an accompanying disclosure statement. CARBON RESOURCES: Court Sets Nov. 14 Disclosure Statement Hearing ----------------------------------------------------------------- Carbon Resources LLC will ask the U.S. Bankruptcy Court for the District of New Mexico at a hearing Nov. 14 to approve the disclosure statement explaining its proposed Chapter 11 plan. The Debtor on Oct. 21, 2011 filed an amended version of the Disclosure Statement and the Plan. The Debtor intends to sell the coal mine and to pay the creditors in full. The actual conveyances will be accomplished by assignment of leasehold interests and by deed, as appropriate. In March of 2011, the Debtor granted a purchase option on the coal mine to Delta Capital Coal Fund Pty Ltd, a coal mining operator based in Perth, Australia. The Debtor has obtained approval of its application for a mining permit. This regulatory approval was the last significant requirement for Debtor to complete in order to satisfy the conditions precedent of the Option Agreement with Optionee. The Optionee exercised its rights under the Option and entered into an asset purchase agreement with the Debtor for the purchase of the coal mine. Bankruptcy Court approval of the proposed sale will be required. Payments and distributions under the Plan will be funded by the sale of the Debtor's coal mining interests to Purchaser. The sales price is $25,000,000 and is to be paid in three payments over a period of three years. Purchaser is to pay Debtor the cash sum of $7,000,000 ($500,000 from the Option Fee being held in escrow and $6,500,000 from Purchaser) on the closing date. Currently, the closing date is no later than Dec. 1, 2011. Future funding of promissory notes issued by Debtor to certain claimants will be from a $3,000,000 payment due six months after the closing date. At this point, all of Debtor's creditors, other than claims of insiders, will be paid in full. A third and final installment of $15,000,000 is due on the third anniversary of the closing date, or sooner. Class 3 - Secured Claims includes the claims of creditor PCMVII, LLC, and creditor Carbon County Treasurer. This class is unimpaired. The claim of creditor PCM arises from a note and accompanying security documents. With interest accrued to the anticipated closing of sale date of Dec. 1, 2011, the claim is estimated to be $5,500,000. The note is secured by various collateral of the Debtor. The claim of Carbon County Treasurer is for property taxes in the amount of $784.71 as of the filing date of the petition. Interest will continue to accrue to the Effective date. Class 4 - General Unsecured Creditors, except for those insider creditors in Class 5, will be paid 100% of their allowed claims on the Effective Date. This class is unimpaired. Class 5 ? Insider Unsecured claims will each receive promissory notes on the Effective date for the full amount of their claim, payable one year after the Effective Date, bearing simple interest at 4% per year, with all principal and interest due at the end of the term. Other than the aforementioned promissory notes, Debtor will make no payment to any insider creditor until the claims of all creditors in classes 1 through 4 have been paid in full. The only member of Class 6 ? Equity Holders is WRCC, LLC, who will retain its equity interest in Debtor. This class will receive an amount sufficient on the Effective date to help offset the capital gains and income tax liabilities of those parties that arise as a direct result of the realization of taxable gain on the sale of the assets. However, no other distribution of income, sales proceeds or any other payment, will be paid to any member of the Debtor until all of the claims of all creditors in classes 1 through 5 have been paid in full. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/carbonresources.dkt109.pdf About Carbon Resources LLC Sandia Park, New Mexico-based Carbon Resources LLC, a Nevada limited liability company, owns a leasehold interest in an approximately 5,060 acre coal lease near Scofield, Utah. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.M. Case No. 10-16104) on Dec. 10, 2010. M.J. Keefe, Esq., at Gilpin & Keefe, PC, and the law firm of James M. LaGanke P.L.L.C., serve as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $22,210,696 in assets and $5,416,004 in liabilities as of the Petition Date. CAROLINA WINGS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Carolina Wings of America, LLC 1494 Lake Murray Boulevard Columbia, SC 29212 Bankruptcy Case No.: 11-06981 Chapter 11 Petition Date: November 9, 2011 Court: U.S. Bankruptcy Court District of South Carolina (Columbia) Judge: John E. Waites Debtor's Counsel: H. Flynn Griffin, III, Esq. ANDERSON & ASSOCIATES, P.A. P.O. Box 76 Columbia, SC 29202-0076 Tel: (803) 252-8600 Fax: (803)256-0950 E-mail: kim@andersonlawfirm.net Estimated Assets: Not Stated 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/scb11-06981.pdf The petition was signed by George R. Schoolmeester, member. Affiliate that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Carolina Wings of Amer. Holding Co., LLC 11-06982 CARPENTER CONTRACTORS: Can Use Cash Collateral Until January 2012 ----------------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida authorized Carpenter Contractors of America, Inc., and CCA Midwest, Inc., to modify the order: 1) authorizing the Debtors to obtain postpetition financing; 2) authorizing use of cash collateral; 3) providing adequate protection; and 4) granting liens, security interests and superpriority claims. On April 6, 2011, the Court entered the DIP Order which, among other things, authorized the Debtors to use First American Bank's cash collateral, authorized the Debtors to obtain postpetition financing from the Bank. The DIP Order authorized the Debtors to borrow $2,500,000 in the form of a term note, which is subject to a floating interest rate of 30-day LIBOR plus 4.0% (with an interest rate floor of 6.0%). The Debtors' right to borrow funds or use cash collateral or any proceeds of the Postpetition Loans already received will terminate on Nov. 1, 2011, unless the Bank consents to an extension. The Debtors needed additional funds to continue the operation of their business. The Debtors were unable to obtain the required funds in the form of unsecured credit or unsecured debt allowable under Section 503(b)(1) of the Bankruptcy Code as an administrative expense. The Court also ordered that the DIP order is amended to reflect: -- all obligations and commitments of the Prepetition Lender and the Postpetition Lender will terminate on Jan. 30, 2012; -- no later than Nov. 15, 2011, the Debtors will repay all of the Bank's outstanding professional fees incurred. -- the Debtors will repay the DIP Term Note to the Bank according to a 36-month amortization schedule, commencing on Nov. 1, 2011, subject to a floating interest rate of 30-day LIBOR plus 4.0% (with an interest rate floor of 6.0%). About Carpenter Contractors Pompano Beach, Florida-based Carpenter Contractors of America, Inc., dba R&D Thiel, provides carpentry services to builders of new homes primarily in Illinois and Florida. It also manufactures building components and distributes construction materials in Illinois, Florida, and North Carolina. CCA Midwest Inc. provides carpentry services to builders of new homes in Illinois. It is a wholly-owned subsidiary of Carpenter Contractors. Carpenter Contractors and CCA Midwest filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on Oct. 25, 2010. Chad P. Pugatch, Esq., and Christian Savio, Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl., serve as the Debtors' bankruptcy counsel. Attorneys at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special counsel. GlassRatner Advisory & Capital Group, LLC, led by Thomas Santoro, is the Debtors' financial advisor, and Scott L. Spencer, CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit work. Carpenter Contractors disclosed $42,900,573 in assets and $25,861,652 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 21 notified the Court that until further notice, he will not appoint a committee of creditors. CHARLESTON ASSOCIATES: Stipulation on Cash Collateral Use Approved ------------------------------------------------------------------ Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware approved Charleston Associates, LLC's stipulation with The Official Committee of Unsecured Creditors and C-III Asset Management LLC, for a resolution of the Committee's motion for relief from the Court's cash collateral order. The Court previously entered several interim cash collateral use orders, the last being the 10th Interim Order issued on Sept. 1, 2011. The parties stipulate that: -- The budgets approved by the 8th Interim Cash Collateral Order and 9th Interim Cash Collateral Order will be deemed revised to include a $25,000 per month line item for Committee professionals. -- The Committee and its professionals agree that none of the amounts to be paid from the cash collateral will be used to investigate or bring any contested matter or adversary proceeding against the Secured Lender in the nature of "lender liability." The Committee Motion on limited use of rents will be deemed withdrawn immediately upon entry of an order of the Bankruptcy Court approving the Committee Stipulation. C-III acts solely as special services on behalf of Bank of America, N.A, as trustee for the Registered Certificateholders of Bear Stearns Commercial Mortgage Securities, Inc. About Charleston Associates Based in Las Vegas, Nevada, Charleston Associates, LLC, is the successor by merger to Boca Fashion Village Syndications Group, LLC. The Debtor initially owned a 96 acre parcel of real estate in Las Vegas, Nevada and began developing a large community shopping center thereon. Situated at the northeast corner of the intersection of Charleston Boulevard and Rampart Boulevard, the entire shopping center was to be known as "The Shops at Boca Park." The Debtor developed Phases I and II (approximately 54 acres) into an operating shopping center whose tenants currently include Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a number of other major national retailers and local retailers. The Debtor transferred developed portions of Phases I and II to affiliates, but retained and continues to own nearly nine acres of land in Phases I and II. Phase III encompassed approximately 41.72 acres. The Debtor divided Phase III into two parcels consisting of the approximately 18.28 acre parcel that is the Boca Fashion Village property, and an approximately 23.44 acre parcel of undeveloped land adjacent thereto. The Undeveloped Land, which remains largely unimproved, was subsequently the subject of a "friendly foreclosure" by City National Bank ("CNB"). The Debtor developed Boca Fashion Village into an operating shopping center whose tenants currently include The Cheesecake Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria, Kona Grill, REI, Pink the Boutique, and many other national and local retailers. Boca Fashion Village consists of three in-line buildings containing 138,869 square feet of rentable area and an additional 3.74 acre site. The 3.74 acre site was formerly subject to a ground lease, but is currently owned by Quality Real Estate Management ("QREM"), and is being renovated to accommodate the opening of a Fry's Electronics, Inc. store, a "big-box" retail electronics store. Approximately 118,258 square feet, or 85.2% of the rentable area in Boca Fashion Village, is currently leased. In addition, there is a cellular tower located on the property that is currently leased to Nextel. Charleston Associates filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11970) on June 17, 2010. Judge Kevin J. Carey presides over the case. Neal L. Wolf, Esq., Dean Gramlich, Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in Chicago, Ill., represent the Debtor as counsel. Bradford J. Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as Delaware counsel. In its schedules, the Debtor disclosed $92,348,446 in assets and $65,064,894 in liabilities. Attorneys at Brinkman Portillo Ronk, PC, represent the Official Committee of Unsecured Creditors as counsel. Thomas M. Horan, Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the Committee as Delaware counsel. CIMA LLC: Section 341(a) Meeting Scheduled for Nov. 29 ------------------------------------------------------ The U.S. Trustee for Region 21 will convene a meeting of creditors of CIMA, L.L.C on Nov. 29, 2011, at 11:30 a.m. The meeting will be held at 299 E Broward Blvd Room 411, Fort Lauderdale. 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 CIMA LLC Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer and current owner of a 200-acre parcel of land located in Mobile, Alabama, with frontage on Interstate 10, a major thoroughfare. The parcel has been subdivided into parcels, and some infrastructure work has been done. CIMA is finalizing plans with one or more investor groups for further development of this parcel. CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-33279) on Aug. 22, 2011. Judge Raymond B. Ray presides over the case. Leslie Gern Cloyd, Esq. at Berger Singerman, P.A. represents the Debtor in its restructuring effort. The company listed assets of $18,876,064 and liabilities of $10,535,230. The petition was signed by J. Marion Uter, manager. COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service upgraded Compass Group Diversified Holding's speculative-grade liquidity rating to SGL 2 from SGL 3 due to the recent closing of the new $515 million senior secured credit facility. These ratings were affirmed: Ba1 rating on $290 million senior secured revolving credit facility, B1 rating on $225 million senior secured term loan, Ba3 Corporate Family Rating and B1 Probability of Default Rating. The rating outlook remains stable. "The combination of using the proceeds from the sale of Staffmark to repay debt and the refinancing of its credit facility significantly improves Compass' liquidity profile," said Kevin Cassidy, Senior Credit Officer, at Moody's Investors Service. This rating was upgraded: Speculative grade liquidity rating to SGL-2 from SGL-3; These ratings were affirmed: Corporate Family Rating at Ba3; Probability of Default Rating at B1; $290 million revolving credit facility maturing in October 2016 at Ba1 (LGD 2, 13%); $225 million term loan maturing in October 2017 at B1 (LGD 4, 57%); RATING RATIONALE The Ba3 Corporate Family Rating reflects the company's strong industry and product diversification, moderate financial leverage (pro forma for the Camelbak acquisition and Staffmark sale) and good interest coverage. The rating also benefits from the company's size with revenue around $900 million (pro forma for Camelbak acquisition and sale of Staffmark), and strong geographic diversification throughout the US. The rating is constrained by the company's policy of distributing the majority of its operating cash flow to shareholders, the potential for further debt-funded acquisitions and the potential for lower demand for the company's products as a result of an uncertain economy. The SGL-2 speculative grade liquidity rating reflects Moody's belief that Compass will maintain a good liquidity profile over the next 12-18 months. Liquidity is enhanced by having around $80 million of cash (proforma for the refinancing and Staffmark sale), the extension of the revolver maturity to October 2016, the additional amount available under the revolver because of the refinancing, significant cushion under financial covenants and by Compass' ability to monetize assets if needed. The term loan matures in October 2017. Liquidity is constrained by the consumption of cash after paying a regular distribution to shareholders. The stable outlook reflects Moody's expectation that Compass will continue to generate strong cash flow before shareholder distributions and will maintain debt/EBITDA between 2 and 3 times and EBITA/interest around 4 times. Moody's expects Compass to continue distributing most of its free cash flow to shareholders and does not expect distributions well in excess of free cash flow. The company's commitment to debt reduction following an acquisition is incorporated in the outlook. There is minimal near term upward rating momentum due to the continuing weak economy, the recent sale of Staffmark and Moody's expectation of further debt-funded acquisitions. An upgrade would require steady growth in revenues and profitability and moderation of shareholder payouts. Key credit metrics necessary for an upgrade would be debt/EBITDA sustained around 2.5 times and consistent generation of cash flow with sustained RCF/net adjusted debt of at least 20%. The ratings could be downgraded if the company revises its business strategy and targets acquisitions that do not have stable cash flow or if Compass increased debt to fund a distribution or share repurchase. Key credit metrics driving a downgrade would be adjusted leverage approaching 4 times for a sustained period, and interest coverage approaching 2 times. The principal methodology used in rating Compass was the Global Consumer Durables rating methodology published in October 2010. Moody's Special Comment, "Analytical Considerations in Assessing Conglomerates" published in September 2007 was also used as an analytical resource. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website. Compass holds majority ownership interests in eight distinct unrelated operating subsidiaries: Advanced Circuits, American Furniture Manufacturing, Anodyne Medical Devices, Fox Factory, Halo Branded Solutions, Liberty Safe, ERGObaby and Camelbak. Its strategy is to acquire and manage businesses that operate in industries with long term macroeconomic growth opportunities and have positive and stable cash flows. The company reported revenue of approximately $900 million for the twelve months ended September 30, 2011 (pro forma for the sale of Staffmark and acquisition of Camelbak). COSI INC: Board Still Ignoring Request for Meeting, Says BLUM ------------------------------------------------------------- BLUM Growth Fund, activist shareholder in Cosi, Inc. disclosed that the Cosi Board of Directors has again failed to respond to its shareholders. Without a stated and compelling plan to address the company's problems, and after repeatedly disregarding several innovative and comprehensive proposals to achieve profitability and increase shareholder value, the Cosi Board of Directors has ignored a request from investors for a special shareholder meeting. An official response from the Chairman of the Board was requested by Nov. 8, 2011 and that date passed without any response, indicating the Board's reluctance to hear what is really on the minds of Cosi shareholders. It is yet another instance of the Cosi Board of Directors blatantly ignoring the profound concerns from its various shareholders, many of whom feel the situation at Cosi is much more dire than the lack of urgency demonstrated by the Board. As part of an ongoing effort to drive positive changes at Cosi through a shareholder democracy initiative, BLUM Growth Fund provided the opportunity for shareholders to participate in a voluntary, non-legally binding survey advertised in the Wall Street Journal and Investor's Business Daily. Shareholders revealed serious concerns through this survey over the past two weeks, as nearly 100 shareholder responses clearly demonstrate desperation for the Board of Directors to adopt a plan that would drive shareholder value. The overwhelmingly clear results of that survey were issued last week and are available on the BLUM Growth Fund website. They support a respectful request for the Cosi Board of Directors to exercise its power on behalf of shareholders and call a special shareholder meeting well before the annual shareholders meeting in May 2012. Shareholders hoped the Board of Directors would address concerns regarding the company's imminent failure and the recent appointment of a new Board Director, Stephen Edwards. The appointment appears to be a result of the appointee's experience and past association with several Board Directors relating to the sale of a distressed restaurant company at a loss to its shareholders. Howard Penney, noted restaurant security analyst and Managing Partner at Hedgeye Risk Management, recently wrote in his report entitled Cosi-Destruction in Deerfield, "I have been analyzing the restaurant industry for twenty years now and I have witnessed only a few other companies that have destroyed more shareholder value than Cosi." The company is now in free fall with an interim CEO and Chairman without restaurant experience and/or restaurant turnaround experience. Cosi has never made a profit with this Board of Directors in office. Instead, the company has accumulated a staggering loss of $57.8 million in the past five years, in excess of 140% of its current market capitalization, driving the stock price from $11.21 in March 2006 to a low of $0.56 on Sept. 12, 2011. Jonathon Heller of The Street recently wrote, "Indeed, I've had my doubts that the company can survive longer-term," after discussing present operations at Cosi. He also expressed optimism about the innovative proposal from BLUM Growth Fund in his recent article entitled Might Be Cosi's Last Chance. BLUM Growth Fund has been clear with the Cosi Board of Directors. It has explained that there are three options. Option #1, the Board of Directors immediately adopts the latest BLUM Growth Fund proposal dated October 12, 2011, that was filed with the SEC. Part of the proposal, which contains several compromises and concessions, would retain three of the current Board Directors as official members of the Board, and the others would form an advisory group to the Board. Four new official Directors recommended by BLUM Growth Fund would join the new and refreshed Cosi Board of Directors. Each Board member would work for $1 in the first year. Brad Blum would serve as the chairman & CEO of Cosi, and he too would work for $1 salary. In addition, and importantly, BLUM Growth Fund, along with outside investors, would provide $10 million as a backstop to a rights offering to current shareholders who have expressed a desire to invest more in the Cosi company, subject to and only if, the BLUM Growth Fund proposal is adopted. Otherwise, if the status quo continues, these shareholders have expressed no interest in investing and putting more of their money at risk. Option #2 is that shareholders' desires are honored by having the Cosi Board of Directors call a special shareholder meeting as soon as possible, with the Board of Directors and BLUM Growth Fund each prepared to live with the results of such meeting. We strongly believe that the fiduciary responsibilities and duties of the Cosi Board of Directors mandates that such a special shareholder meeting be called. Option #3 would be implemented if the Cosi Board of Directors rejects both Option #1 and Option #2. It would leave shareholders with its final option, which is to exercise their remaining rights. They would take any and all possible actions to achieve a positive result for Cosi to protect the investments of current shareholders and to create shareholder value. "The Board of Directors has failed at every turn, managing to drive the Cosi stock price down until it is almost valueless, despite its position in the highest growth segment in the restaurant industry, where brands like Chipotle and Panera have achieved stock price growth of approximately +700% and +300%, respectively in the past three years," said Brad Blum, owner of BLUM Growth Fund. "Shareholders have thrown down the gauntlet and challenged the Board of Directors' failed actions and limited abilities and have made it clear, they will not support further destruction of Cosi." In summary Blum added, "This whole matter is about one, and only one, thing: RESULTS. The Cosi Board of Directors now has an opportunity to do something good for the company they represent. The ball is in their court." About BLUM Growth Fund BLUM Growth Fund, LLC is a private entrepreneurial capital investments company that is part of BLUM Enterprises, LLC. Brad Blum is Founder and Owner of BLUM Enterprises, whose mission is to "Provide Good Food for the Planet." Based in Winter Park, Florida, and with offices in New York City, BLUM Enterprises is a progressive company dedicated to creating and operating highly profitable restaurant brands that focus on providing good food with exceptional flavor and responsible nutrition. About Cosi, Inc. Cosi(R) -- http://www.getcosi.com-- is a national fast-casual restaurant chain that has developed featured foods built around a secret, generations-old recipe for crackly crust flatbread. This artisan bread is freshly baked in front of customers throughout the day in open flame stone hearth ovens prominently located in each of the restaurants. Cosi's warm and urbane atmosphere is geared towards its sophisticated, upscale, urban and suburban guests. There are currently 80 Company-owned and 58 franchise restaurants operating in seventeen states, the District of Columbia and the United Arab Emirates. The Cosi(R) vision is to become America's favorite fast-casual restaurant by providing customers authentic, innovative, savory food. CROSS BORDER: Red Mountain Discloses 36.5% Equity Stake ------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Red Mountain Resources, Inc., and its affiliates disclosed that they beneficially own 6,672,660 shares of common stock of of Cross Border Resources, Inc., representing 36.5% of the shares outstanding. As previously reported by the TCR on Aug. 29, 2011, Red Mountain disclosed beneficial ownership of 2,354,699 shares or 14.6% equity stake. A full-text copy of the Amended Schedule 13D is available for free at: http://is.gd/WvoYzl About Cross Border Resources Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas operator in the state of New Mexico. The Company is headquartered in Midland, Texas. The Company's balance sheet at June 30, 2011, showed $26.37 million in total assets, $8.07 million in total liabilities, and $18.30 million in total stockholders' equity. As reported in the Troubled Company Reporter on Nov. 23, 2010, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Doral Energy's ability to continue as a going concern following the Company's results for the fiscal year ended July 31, 2010. The independent auditors noted that the Company has negative working capital and recurring losses from operations. CROSSOVER FINANCIAL: Wants Bowman's Case Dismissal Plea Denied -------------------------------------------------------------- Crossover Financial I, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to deny motion to dismiss its Chapter 11 case for bad faith filing. The motion was filed by William R. Bowman and Geri A. Bowman; Bruce D. Hacker and Nancy J. Hacker; H. Thomas Hall and Lousie M. Hall; Donna M. Harmon; James B. House; Curtis Massey; Kathleen H. Barton; Integrity Bank and f/b/o "IBAT," a Colorado corporation; and Stephen L. Schwartzbach. According to the Debtor, Bowman Group's motion must be denied because, among other things: -- to the contrary, the bankruptcy case was filed by the Debtor to insure the orderly liquidation of property of the estate and to provide for the fair equitable treatment of its creditors; -- the Bowman Group, echoing the DeCelles Group's argument, turns a blind eye that a fundamental goal of the Bankruptcy Code in insuring that similarly situated creditors are treated fair and equitably; -- he Debtor's bankruptcy case was filed within 90 days after the DeCelles Group filed it transcript of judgment creating a judicial lien in the real property preserving the ability to avoid the lien as a preferential transfer; and -- through Chapter 11, the Debtor is seeking to orderly liquidate the real property and distribute the proceeds fairly and equitably. The fact that the Debtor's principle asset consists of real estate does not demonstrate bad faith. The purpose of a liquidating plan in Chapter 11 is to allow the Debtor to liquidate his property in a reasonable manner without a forced sale and to effect substantial cost savings. The Debtor set a March 15 and 16, 2012, at 9:00 a.m., evidentiary hearing on motion to dismiss case. Discovery is due by Jan. 27. As reported in the Troubled Company Reporter on Oct. 18, 2011, creditors asked the Court to dismiss the Debtor's case because the Debtor's sole asset is the land, which is a vacant parcel of undeveloped raw land located in El Paso County, Colorado. There has been no activity on the land since 2007. There is no equity in the Land as the Debtor's debts far exceed the value of the land. There is no prospect in the foreseeable future that the land can be developed or sold, and there is little to no hope of the Debtor being able to obtain financing to continue developing the land. The creditors added that the Debtor has no employees, no ongoing business operations, produces minimal cash flow and generates no meaningful income. The Debtor has had no cash since 2007 and has been unable to obtain financing. About Crossover Financial I, LLC Crossover Financial I, LLC, based in Elizabeth, Colorado, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on June 15, 2011. Judge Sidney B. Brooks presides over the case. Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by Mitchell B. Yellen. Charles F. Mcvay, The United States Trustee for Region 19, said that a committee under 11 U.S.C. Sec. 1102 has not been appointed because an insufficient number of persons holding unsecured claims against Crossover Financial I, LLC have expressed interest in serving on a committee. CRYSTAL ROSE: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Crystal Rose, L.L.C. 34225 N 27th Dr Bldg 5 Ste 240 Phoenix, AZ 85085 Bankruptcy Case No.: 11-31086 Chapter 11 Petition Date: November 7, 2011 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Carlos M. Arboleda, Esq. ARBOLEDA BRECHNER 4545 E. Shea Blvd., #120 Phoenix, AZ 85028 Tel: (602) 482-0123 Fax: (602) 482-4068 E-mail: arboledac@abfirm.com Scheduled Assets: $450,237 Scheduled Debts: $1,308,539 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb11-31086.pdf The petition was signed by Lori K. Anderson, manager. CUSTOM HOUSING: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Custom Housing, Inc. 2602 E. Front Street Tyler, TX 75702 Bankruptcy Case No.: 11-61015 Chapter 11 Petition Date: November 9, 2011 Court: U.S. Bankruptcy Court Eastern District of Texas (Tyler) Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $0 to $50,000 The Company did not file a list of creditors together with its petition. The petition was signed by Daniel L. Crouch, president. DEAN FOOD'S: Moody's Says Ba3 Rating Unaffected by Impairment ------------------------------------------------------------- Moody's Investors Service commented that it views as a credit negative the announcement by Dean Food's ("Dean") of a $1.9 billion pre-tax ($1.6 billion after tax) impairment charge to write down a substantial portion of the goodwill associated with its Fresh Dairy Direct fluid milk business. However, the announcement will not affect the company's Ba3 rating or negative outlook. The sizable non-cash goodwill impairment charge resulted from the increased challenges facing the fluid milk business, including meaningful industry-wide volume declines and price erosion. It also represents the acknowledgement by Dean that the level of cash flow that it can reasonably expect from the Fresh Dairy Direct business -- which is Dean's largest revenue generator -- will not materially improve going forward. The write down, which is based upon current analysis estimates of goodwill and may be adjusted following further examination, is a non-cash charge. The Company has provided an estimated range of $1.6 to $1.7 billion after tax, booking the low end of this range in the 3rd quarter with any potential adjustment to occur in the 4th quarter. The impairment charge is excluded for purposes of calculating bank covenant ratios. Hence key credit metrics as well as bank liquidity will not be affected by the accounting charge. While Dean has made significant progress in paying down debt over the last several quarters, due to aggressive cost cutting and strong performance in its White Wave Alpro division, its leverage improvement has been painfully slow, because of the drop in EBITDA in the Fresh Dairy Direct business. Nevertheless, leverage has improved and the company expects bank agreement defined debt to EBITDA to reach 4.75 times or below by the end of the year (which Moody's expects will be under 5.5 times after Moody's standard accounting adjustments, the level above which a downgrade could occur). Ratings could still be lowered if the company fails to continue to lower leverage or if business conditions for fluid milk remain unfavorable. Prices of milk have moderated somewhat in the beginning of the fourth quarter, a trend which could lead to improved fourth quarter performance since Dean historically benefits in periods of commodity price moderation. We also note that there is still an acceptable cushion in the mid to high teens on a percentage basis over the bank covenant ratios, even allowing for the next step down to 5.5 times debt to EBITDA in the first quarter of next year, and that the cushion has improved somewhat over Moody's expectations earlier this year. The last rating action was on July 9th 2010 when Moody's assigned ratings to the new bank facilities. The principal methodology used in rating Dean Foods was Moody's Global Packaged Goods Methodology, published in July 2009 and available on www.moodys.com in the Rating Methodologies sub- directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub- directory on Moody's website. Dean Foods, based in Dallas, TX, is the largest processor and distributor of milk and various other dairy products in the United States, and the largest producer of soy milk in Europe through its Alpro division, with consolidated net sales of approximately $12.6 billion in the last twelve months ended in June 2011. DECORATOR INDUSTRIES: Final Cash Collateral Hearing Wednesday ------------------------------------------------------------- Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida has granted, on an interim basis, Decorator Industries, Inc.'s motion to use cash collateral securing obligations to its prepetition lender. The final hearing on the cash collateral motion is set on Nov. 16, 2011, at 10:30 a.m. The Debtor is indebted to Crestmark Bank under a revolving credit facility pursuant to the terms of (i) a Promissory Note executed by the Debtor in favor of Crestmark dated April 20, 2010, in the original principal amount of $2,000,000, and (ii) a Loan Security Agreement dated April 20, 2010. As of the Petition Date, the unpaid balance on the Note is $1,063,663. Any cash or cash equivalents, funds or proceeds of or derived from certain of the collateral securing the obligations of the Debtor may constitute cash collateral within the meaning of Section 363 of the Bankruptcy Code. In its request, Decorator Industries said an immediate and critical need exists for the Debtor to be permitted access to Cash Collateral to continue to operate its business, pay its payroll and other ordinary and necessary operating expenses, maintain hundreds of jobs and preserve its ongoing, enterprise value. As reported in the Troubled Company Reporter on Oct. 20, 2011, the Debtor won interim authority to use cash collateral and provide replacement lien to its lender on all of the Debtor's property, subject and junior to (a) all unpaid fees due to the Office of the United States Trustee pursuant to 28 U.S.C. Sec. 1930; and (b) all unpaid fees required to be paid to the Clerk of the Bankruptcy Court. However, the lender will not have or be granted a Replacement Lien on or against any claims or causes of action arising under Sections 542 through 550 of the Bankruptcy Code or on or against the proceeds of the Avoidance Actions. The Debtor proposes to use the Cash Collateral strictly in accordance with the terms of a budget prepared by the Debtor. About Decorator Industries Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior furnishings for the hospitality and RV industries. Decorator Industries, doing business as Specialty Window Coverings and Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 11-37641) on Oct. 3, 2011. Judge John K. Olson oversees the case. Paul J. Battista, Esq. and Mariaelena Gayo- Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as counsel to the Debtor. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. The United States Trustee for Region 21 has appointed five members to the Official Committee of Unsecured Creditors. DELTA PETROLEUM: In Negotiations to Restructure its Debt Load ------------------------------------------------------------- Delta Petroleum Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $428.72 million on $16.54 million of total revenue for the three months ended Sept. 30, 2011, compared with net income of $10.73 million on $12.65 million of total revenue for the same period a year ago. The Company reported a net loss of $30.26 million on $23.05 million of total revenue for the three months ended March 31, 2011, compared with a net loss of $15.99 million on $29.17 million of total revenue for the same period during the prior year. The Company also reported a net loss of $458.46 million on $51.14 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $157.74 million on $46.59 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $554.27 million in total assets, $496.01 million in total liabilities and $58.26 million in total equity. As reported by the TCR on March 18, 2011, KPMG LLP, in Denver, Colorado, noted that due to continued losses and limited borrowing capacity the Company is evaluating sources of capital to fund the Company's near term debt obligations. "There can be no assurances that actions undertaken will be sufficient to repay obligations under the credit facility when due, which raises substantial doubt about the Company's ability to continue as a going concern." Bankruptcy Warning As previously announced, in July 2011 the Company engaged Macquarie Capital (USA) Inc. and Evercore Group, L.L.C., to advise it in conducting a strategic alternatives process in order to maximize shareholder value and address debt maturities arising in 2012, specifically the January 2012 maturity of the Company's credit facility and the expected mandatory redemption in May 2012 of the Company's $115.0 million senior convertible notes. In the strategic alternatives process, the Company's board of directors has considered a wide variety of possible transactions, including the sale of the company, issuances of equity or debt securities, sales of assets, joint ventures and volumetric production payment financing, as well as other potential corporate transactions. With respect to a potential sale of the company or its assets, the Company solicited offers from a significant number of potential purchasers, including domestic and foreign industry participants and private equity firms, and have engaged in substantive negotiations with several such potential purchasers. However, the Company has not received any definitive offer with respect to an acquisition of the company or its assets that implies a value of the assets that is greater than the Company's aggregate indebtedness, and has not been able to identify any significant source of additional financing that is likely to be available on acceptable terms. Accordingly, based on the results of the process to date, the Company believes that a restructuring of its indebtedness is likely to be necessary. The Company is continuing to discuss potential transactions with potential purchasers and expect to engage in discussions with certain holders of its outstanding senior notes. There can be no assurance that these discussions will lead to a definitive agreement on acceptable terms, or at all, with any party. Any transaction that is agreed to could be highly dilutive to existing stockholders. If the Company is unsuccessful in consummating a transaction or transactions that address our liquidity issues, the Company will be required to seek protection under chapter 11 of the U.S. Bankruptcy Code. A full-text copy of the Form 10-Q is available for free at: http://is.gd/f3wVJq About Delta Petroleum Corp Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an oil and gas exploration and development company based in Denver, Colorado. The Company's core area of operation is in the Rocky Mountain region, where the majority of its proved reserves, production and long-term growth prospects are located. Its common stock is listed on the NASDAQ Capital Market System under the symbol "DPTR." DELTATHREE INC: Incurs $872,000 Third Quarter Net Loss ------------------------------------------------------ deltathree, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $872,000 on $2.21 million of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $729,000 on $3.52 million of revenue for the same period a year ago. The Company also reported a net loss of $2.46 million on $8.20 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $2.01 million on $9.98 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.63 million in total assets, $5.47 million in total liabilities and a $3.84 million total stockholders' deficiency. As reported in the TCR on March 23, 2011, Brightman Almagor Zohar & Co., in Tel Aviv, Israel, expressed substantial doubt about deltathree, Inc.'s ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's recurring losses from operations and deficiency in stockholders' equity. Bankruptcy Warning In view of the Company's current cash resources, nondiscretionary expenses, debt and near term debt service obligations, the Company may begin to explore all strategic alternatives available to it, including, but not limited to, a sale or merger of the Company, a sale of its assets, recapitalization, partnership, debt or equity financing, voluntary deregistration of its securities, financial reorganization, liquidation or ceasing operations. In the event that it is unable to secure additional funding, the Company may determine that it is in its best interests to voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy Code. Seeking relief under the U.S. Bankruptcy Code, even if the Company is able to emerge quickly from Chapter 11 protection, could have a material adverse effect on the relationships between the Company and its existing and potential customers, employees, and others. Further, if the Company was unable to implement a successful plan of reorganization, the Company might be forced to liquidate under Chapter 7 of the U.S. Bankruptcy Code. A full-text copy of the Form 10-Q is available for free at: http://is.gd/4cJEEm About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. DICKENS 123: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: DICKENS 123 LLC 2408 N. Kedzie Chicago, IL 60647 Bankruptcy Case No.: 11-45383 Chapter 11 Petition Date: November 8, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: David K. Welch, Esq. CRANE HEYMAN SIMON WELCH & CLAR 135 S. Lasalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 E-mail: dwelch@craneheyman.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 filed with the petition is available for free at: http://bankrupt.com/misc/ilnb11-45383.pdf The petition was signed by Relu Stan, member. DIRECTBUY INC: S&P Cuts Ratings Further on Restructuring Concerns ----------------------------------------------------------------- Dow Jones' DBR Small Cap reports that DirectBuy Inc.'s financial performance and liquidity standing continue to deteriorate and it could be considering a restructuring, Standard & Poor's Ratings Services said Monday. DYNEGY INC: Fitch Lowers Holdings' IDR to 'D' After Bankruptcy -------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating of Dynegy Holdings LLC to 'D' following its bankruptcy filing. Based on an updated recovery analysis, Fitch has upgraded DH's unsecured bond ratings to 'CCC/RR2' from 'CC/RR4' and subordinated capital trust securities ratings to 'C/RR5' from 'C/RR6'. In addition, Fitch has revised the Rating Watch on Dynegy Inc.'s 'CC' IDR to Evolving from Negative. Fitch has also placed the IDRs and security ratings for Dynegy Power, LLC (GasCo) and Dynegy Midwest Generation, LLC (CoalCo) on Rating Watch Negative. DH and four of its wholly-owned subsidiaries filed for bankruptcy protection on Nov. 7, 2011. DH also announced a restructuring agreement with a group of investors holding roughly $1.4 billion of senior unsecured DH notes, regarding a framework for restructuring DH's approximately $4.2 billion in debt obligations. Under the terms of this framework, all unsecured obligations of DH i.e. $3.4 billion in senior unsecured notes, $200 million of subordinated capital trust securities, approximately $594 million in PV of future lease payments under DH's Central Hudson lease, plus accrued interest owed, would be exchanged for the following: -- $400 million cash payment; -- $1 billion in new seven-year, 11% notes issued by Dynegy that would be secured by equity interest in CoalCo and GasCo (or an additional $1 billion cash payment if more favorable financing can be obtained elsewhere); -- $2.1 billion in Dynegy's new mandatory convertible payment- in-kind (PIK) notes maturing Dec. 31, 2015. Subordinated note holders would participate in the proposed restructuring as unsecured claims, but their recovery would be subject to enforcement of their contractual subordination to the senior unsecured notes. Alternatively, the subordinated note holders will be offered the opportunity to participate, without subordination, in the restructuring as an unsecured note holder at $0.25 for every dollar of claims. The restructuring support agreement requires negotiation of definitive documents by Dec. 7, 2011 as well as implementation of the transaction pursuant to a Chapter 11 plan for DH, which must become effective by Aug. 1, 2012. The parties may terminate the restructuring support agreement if the definitive documents are not agreed to by the necessary majorities or if certain other milestones to consummation are not achieved. The Consenting Noteholders have also agreed to suspend their pending litigation against Dynegy. Fitch's recovery analysis for DH's senior unsecured notes reflects an estimated enterprise value resulting from the combined equity value from the GasCo and the $1.25 billion undertaking issued by Dynegy to Dynegy Gas Investments (DGI, a subsidiary of DH)). This results in an 'RR2' recovery range (71-90%) for the senior unsecured notes and an 'RR5' recovery range (11-30%) for the subordinated capital trust securities. The recoveries reflect the liability arising from rejection of Central Hudson lease at $300 million, even though the liability could be lower if the lease was construed as true lease by the bankruptcy judge. Fitch's analysis of the terms of the restructuring agreement as described above, also result in a similar range of recoveries for the two debt classes at DH. This reflects Fitch's view of a 51-70% recovery value for the proposed mandatory convertible PIK notes. The Rating Watch Evolving at Dynegy reflects the varying outcomes that could result out of DH's bankruptcy proceedings. A quick resolution of DH's bankruptcy proceedings with terms mirroring the restructuring agreement could potentially be a credit positive for the company. Conversely, a termination of the restructuring agreement could expose the company to a protracted and costly bankruptcy process. The Rating Watch Negative on Dynegy Power, LLC and Dynegy Midwest Generation, LLC reflect the uncertainty around potential litigation that could arise during DH's bankruptcy proceedings that may seek to unravel the reorganization effected in July 2011, which resulted in the creation of Dynegy Coal Holdco, LLC and Dynegy Gas HoldCo, LLC and the subsequent first lien financing, or other assertions. Fitch has taken the following ratings actions: Dynegy Holdings, LLC. -- IDR downgraded to 'D' from 'CC'; -- Senior unsecured notes upgraded to 'CCC/RR2' from 'CC/RR4'. Dynegy Capital Trust I -- Trust preferred upgraded to 'C/RR5' from 'C/RR6'. Fitch has revised the Rating Watch to Evolving from Negative for the following ratings: Dynegy, Inc. -- IDR 'CC'. Fitch has placed the following ratings on Rating Watch Negative: Dynegy Power, LLC -- IDR 'CCC'; -- Secured term loan 'B/RR1'. Dynegy Midwest Generation, LLC -- IDR 'CCC'; -- Secured term loan 'B/RR1'. The ratings above were unsolicited and have been provided by Fitch as a service to investors. Applicable Criteria and Related Research: -- 'Corporate Rating Methodology', Aug. 12, 2011; -- 'Distressed Debt Exchange', Aug. 12, 2011; -- 'Recovery Ratings and Notching Criteria for Utilities', May 12, 2011; -- 'Rating North American Utilities, Power, Gas and Water Companies', May 16, 2011. DYNEGY INC: Debtors Propose $15 Million Intercompany Loan --------------------------------------------------------- Dynegy Holdings LLC and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to execute and enter into intercompany financing arrangements totaling $15 million. Under the financing arrangements, Dynegy Holdings will provide intercompany financing on a revolving postpetition basis to Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C., and Dynegy Roseton, L.L.C., in the aggregate amount of $15 million, out of which $7.5 million may be used on an interim basis. The Intercompany Credit Facility will be used for working capital and other corporate needs and administrative expenses related to the Chapter 11 cases, including certain fees and expenses of professionals. The Facility will mature on May 6, 2012, or the date of acceleration of the Debtors' obligations, or the date of the closing of a sale of all or substantially all of any of the borrower's assets pursuant to Section 363 of the Bankruptcy Code or confirmation of a plan of reorganization with respect to any Borrower Debtor. All outstanding principal balances under the Intercompany Credit Facility bear interest at 9.25%. To secure all obligations of the Credit Parties under the Intercompany Credit Facility, the Lender will receive valid and perfected security interests in, and liens upon, all of the Borrower Debtors' rights, title and interest in, to and under all accounts, instruments, chattel paper, payment intangibles and other accounts receivable or rights to payment arising from the sale of electricity and related products and services or otherwise arising under any electricity sale contract, all supporting obligations in respect thereof and all proceeds and products of any or all of the Collateral. The Intercompany Credit Facility Obligations will constitute a superpriority administrative claim having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under the Bankruptcy Code. Commencing with the calendar week ending December 23, 2011, the Borrower Debtors will not permit, as of the end of any calendar week, either (i) the aggregate cash receipts of the Borrower Debtors for the period from November 14, 2011 through the end of the calendar week to be less than 75% of the aggregate cash receipts of the Borrower Debtors or (ii) the aggregate operating cash disbursements of the Borrower Debtors for the period from November 14, 2011 through the end of the calendar week to be greater than 125% of the aggregate operating cash disbursements of the Borrower Debtors. Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, maintains that the Intercompany Credit Facility is vital to the orderly administration of the Borrower Debtors' estates. She adds that it is critical that the Borrower Debtors immediately obtain access to sufficient postpetition financing during the interim period. Absent court approval of the request, the Borrower Debtors face a substantial risk of severe disruption to their business operation and inability to carry out their plan to transition control of the Leased Facilities, and Dynegy Holdings is at risk of letting estate value dissipate, Ms. Mullen asserts. A full-text copy of the Intercompany Credit Agreement is available for free at http://bankrupt.com/misc/dynegyica.pdf Court Slashes Interim Loan at Tuesday's Hearing; Bondholders May Seek Examiner Judge Cecilia G. Morris of U.S. Bankruptcy Court in Poughkeepsie, New York, approved a revision that will allow the four Dynegy subsidiaries to tap $5 million -- instead of the $7.5 million requested -- of a $15 million bankruptcy loan, after a lawyer for bondholders expressed concern over the intercompany loan and raised questions about whether Dynegy acted properly in its months leading up to bankruptcy, Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reported. "I've been practicing bankruptcy for 20 years, and I've never seen a motion like this," said Cadwalader, Wickersham & Taft LLP's George A. Davis, a lawyer representing U.S. Bank, according to DBR. U.S. Bank's counsel may be reached at: George A. Davis, Esq. CADWALADER, WICKERSHAM & TAFT LLP One World Financial Center New York, NY 10281 Tel: 212-504-6797 E-mail: george.davis@cwt.com According to DBR, while Judge Morris said accusations of fraud wouldn't have as much weight at a first-day hearing as they might later in the case when they're accompanied by testimony and evidence, she said some of Mr. Davis's questions were similar to the ones she had. "Why don't we have third-party financing?" Judge Morris asked, after Mr. Davis wondered why the subsidiaries didn't come to the Dynegy bondholders looking for the bankruptcy loan. Mr. Davis told the Court Tuesday that several parties want to eventually ask Judge Morris to appoint an examiner to look at possible wrongdoing by Dynegy. Dynegy expects to ask for approval of the rest of the $15 million loan at a Dec. 2 hearing, but it's clear that will be contentious, too, according to DBR. The report further noted that the objections to the proposed loan also pushed back until Dec. 2 a ruling on whether two Dynegy subsidiaries could get out of two leases they have with indirect subsidiaries of Public Service Enterprise Group Inc. to operate two aging power plants in Newburgh, N.Y., less than 20 miles outside of Poughkeepsie. The companies would have faced $82.5 million in lease payments due Tuesday for those plants. DBR notes regulatory requirements prevent Dynegy subsidiaries from simply tossing the lease agreements and handing over the keys to the landlords. Rather, they must keep operating those plants until the landlords win regulators' approval to take over. 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: Debtors Seek to Reject Danskammer & Roseton Leases -------------------------------------------------------------- Dynegy Holdings LLC and its debtor-affiliates ask the bankruptcy court for authority to reject certain leases known as "Facility Leases" and other executory agreements and unexpired leases effective as of November 7, 2011. On or about May 8, 2001, Debtors Dynegy Roseton, L.L.C., and Dynegy Danskammer, L.L.C., each entered into a sale-and-leaseback transaction pertaining to the Roseton power-generating Units 1 and 2 and Danskammer power-generating Units 3 and 4. Two special purpose entities -- Roseton OL LLC and Danskammer OL LLC -- purchased the Facilities and an interest in the related common facilities from the Debtors. The Owner Lessors are subsidiaries of Resource Capital Management Corporation, a third party investor and a wholly-owned subsidiary of PSEG Resources Inc. The purchase price of the Danskammer Facility was approximately $300 million. The purchase price of the Roseton Facility was approximately $620 million. To fund their purchases of the Leased Facilities, the Owner Lessors used $138 million in equity funding from other PSEG Entities, and financed the remaining $800 million of the purchase price and related transaction expenses through a private offering of pass-through trust certificates, which were sold to qualified institutional buyers. Proceeds thereof were then used to purchase debt instruments from the Owner Lessors, which are held, together with the Pass-Through Trust Certificates, for the benefit of the Pass-Through Certificate Holders by U.S. Bank National Association, in its capacity as Successor Lease Indenture Trustee under the Indentures of Trust, Mortgage, Assignment of Leases and Rents and Security Agreement related to each Facility. Each of the Owner Lessors also simultaneously leased its Facility to the Debtor Lessee pursuant to a facility lease. Absent early termination, the Danskammer Lease expires on May 8, 2031, and the Roseton Lease on February 8, 2035. Under the Facility Leases, rent is paid in advance in semi-annual payments. Lease payments are used by the Owner Lessors to support the principal and interest payments on the Pass-Through Trust Certificates, which are secured by, among other things, an assignment of the Facility Leases and a mortgage on the Leased Facilities. Lease payments in excess of the amounts required to service the Pass-Through Certificates are available for distribution to the Equity Investor. The Lessees must make periodic rent payments on May 8 and November 8 of each year, Dynegy Danskammer through 2030 and Dynegy Roseton through 2034. Any payments by the Lessees or the Guarantor are applied pro rata to the Facility Leases, and neither Facility Lease may be preferred over the other. The next three rent payments due for each Leased Facility, as well as the total rent payments remaining until the end of the Lease terms, are: 11/08/11 through end Facility 11/08/11 05/08/12 11/08/12 of term -------- -------- -------- -------- ----------- Danskammer $3,888,713 $3,888,713 $78,574,842 $102,991,141 Roseton $78,594,126 $51,629,366 $44,623,745 $691,030,741 ----------- ----------- ----------- ------------ Total $82,482,840 $55,518,080 $123,198,587 $794,021,882 In addition to each Facility Lease, the Debtors also seek to reject, to the extent executory, each of these related material agreements: * two substantially identical Guarantees entered into by Holdings for the benefit of the Indenture Trustee and the Pass-Through Trust Certificate Holders on May 1, 2001, among other parties, including the Owner Lessors; * two substantially identical Participation Agreements entered into on May 1, 2001 by each Debtor Lessee and its respective Owner Lessor and Owner Participant, Wilmington Trust Company, and the Indenture Trustee, which set forth the manner in which the parties agreed to participate in the transaction, the conditions precedent to the participation, the representations and warranties of the parties and certain covenants and indemnities of the parties made in connection with the transaction; * the agreement between both Debtor Lessees and the Indenture Trustee, dated May 1, 2001, that created the trust which issued the Pass-Through Trust Certificates; and * two substantially identical Tax Indemnity Agreements entered into on the Closing Date between each Debtor Lessee and its respective Owner Lessor, the Owner Participant, Resources Capital Management Corp. and PSEGR Newburgh Holdings LLC, pursuant to which each Debtor Lessee agreed to indemnify Resources Capital Management Corp. for any adverse tax consequences that may be caused by certain acts or failures to act by the Debtor Lessee. The Debtors assert that the Executory Contracts and the Facility Lease are a burden to their estate. The economic performance of the Leased Facilities, according to Martin W. Daley, vice president and general manager of Dynegy Power LLC, does not support continued operations by the Debtors. Even excluding rent payments due under the Lease Documents, total gross margin at the plant level between August and December 2011 is projected to fall short of total operating expenses at the plant level by approximately $3 million, he points out. Cash payment obligations arising under the Lease Documents by themselves add an additional expense of roughly $82.5 million during that period, he adds. Hearing Moved to Dec. 2 Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reported that the ruling on the Debtors' request to reject two leases with indirect subsidiaries of PSEG was pushed back to December 2 after a contentious hearing on Tuesday over the request of four Dynegy subsidiaries to tap $5 million -- instead of the $7.5 million requested -- of a $15 million bankruptcy loan. Cadwalader, Wickersham & Taft LLP's George A. Davis, a lawyer representing U.S. Bank, one of Dynegy's bondholders, expressed concern over the intercompany loan and raised questions about whether Dynegy acted properly in its months leading up to bankruptcy. The Debtors would have faced $82.5 million in lease payments due Tuesday for the plants subject to those leases. DBR notes regulatory requirements prevent Dynegy subsidiaries from simply tossing the lease agreements and handing over the keys to the landlords. Rather, they must keep operating those plants until the landlords win regulators' approval to take over. 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: Debtors Want More Time to Pay Facilities Lease ---------------------------------------------------------- Dynegy Holdings LLC and its debtor-affiliates ask the bankruptcy court to extend the time for making periodic lease payments under the facility leases entered into by Debtors Dynegy Roseton, L.L.C., and Dynegy Danskammer, L.L.C., for a period of 60 days from the Petition Date, or until Jan. 6, 2012. Under Section 365(d)(3) of the Bankruptcy Code, a debtor will timely perform all [its] obligations . . . arising from and after the order for relief under any unexpired lease of nonresidential real property, until the lease is assumed or rejected. Thomas E. Lauria, Esq., at White & Case LLP, in New York, relates that the Lease Documents constitute unexpired leases of non-residential real property. Under the terms of the Lease Documents, lease payments totaling $82,482,840 were due Nov. 8. Mr. Lauria says the Debtors are given a five business day grace period, or until Nov. 15, during which they may make the Lease Payments and avoid triggering an event of default under the Lease Documents. Mr. Lauria notes that the Debtors have sought authority from the Court to reject the Facility Leases and deem the rejection to be retroactively effective as of Nov. 7. The Court's decision on the issue of retroactivity, however, cannot be rendered until after the hearing on the Motion to Reject currently scheduled for November 21, 2011, which is 6 days after the November 8th Lease Payments are due, Mr. Lauria further notes. "This Motion to Extend seeks to temporarily extend this payment deadline, pending the Court's decision on retroactive rejection of the Lease Documents," Mr. Lauria says. The granting of the relief requested in the Motion to Reject will eventually render an extension moot, but in the meantime an extension will avoid significant potential harm to the Debtor Lessees and their estates, Mr. Lauria contends. 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) EAGLE CROSSROADS: Can Use BofA Cash Collateral on Final Basis ------------------------------------------------------------- The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized, on a final basis, Eagle Crossroads Center, LLC to collect all rents generated by its retail shopping center in North Las Vegas on and after the Petition Date and to use cash collateral. The Debtor is authorized to use accounts and postpetition revenues to satisfy its actual, ongoing, postpetition obligations, as identified in the budget. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant BofA a replacement lien on all of the Debtor's unencumbered postpetition revenues, subject to an appropriate carve out for the payment of administrative expenses including professional fees. The Debtor will also provide BofA all receipts, invoices, checks, and other similar documents evidencing the Debtor's actual monthly expenses. As reported in the Troubled Company Reporter on Sept. 27, 2011, on Nov. 20 2007, the Debtor entered into a loan agreement with Morgan Stanley Mortgage Capital Holdings LLC, pursuant to which the Debtor borrowed $52 million. The Debtor has used the proceeds of the loan to own, maintain, and operate the retail shopping center property located at 6464 Decatur Boulevard in North Las Vegas, Nevada. Subsequently, and effective as of Dec. 28, 2007, Morgan Stanley assigned its rights, title and interest in the loan, and to the loan documents, to Wells Fargo Bank, N.A., as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-HQ13. Six months later, i.e. effective as of June 30, 2009, Wells Fargo assigned its rights, title and interest in the loan, and to the loan documents, to the lender. Bank of America is represented by: Alfredo R. Perez, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana, Suite 1600 Houston, TX 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 E-mail: alfredo.perez@weil.com - and - Manesh J. Shah, Esq. WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, TX 75201 Tel: (214) 746-7000 Fax: (214) 746-7777 E-mail: manesh.shah@weil.com - and - David A. Barksdale, Esq. Jon T. Pearson, Esq. BALLARD SPAHR LLP 100 North City Parkway, Suite 1750 Las Vegas, NV 89106 Tel: (702) 471-7000 Fax: (702) 471.7070 E-mail: barksdaled@ballardspahr.com pearsonj@ballardspahr.com About Eagle Crossroads Center Los Angeles, California-based Eagle Crossroads Center, LLC, owns and operates a retail shopping center property located at 6464 Decatur Boulevard, in North Las Vegas, Nevada. The Property has consistently maintained strong occupancy rates, and is currently roughly 95% occupied. Eagle Crossroads Center filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 11-23749) on Aug. 30, 2011, before Judge Bruce T. Beesley. Thomas H. Fell, Esq., at Gordon Silver, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets and debts of $50 million to $100 million as of the Chapter 11 filing. ECOSPHERE TECHNOLOGIES: Incurs $242,992 Third Quarter Net Loss -------------------------------------------------------------- Ecosphere Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $242,992 on $8.20 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $605,404 on $2.18 million of total revenues for the same period a year ago. The Company also reported a net loss of $5.53 million on $12.80 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $18.80 million on $6.42 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $9.49 million in total assets, $7.01 million in total liabilities, $3.95 million in total redeemable convertible cumulative preferred stock, and a $1.47 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/i4zHkQ About Ecosphere Technologies Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a diversified water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC ("EES"), provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. As reported in the TCR on Mar 22, 2011, Salberg & Company, P.A., in Boca Raton, Fla., expressed substantial doubt about Ecosphere Technologies' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has a net loss applicable to Ecosphere Technologies, Inc. common stock of $22,237,207, and net cash used in operations of $1,267,206 for the year ended Dec. 31, 2010, and a working capital deficit, a stockholders' deficit and an accumulated deficit of $5,459,051, $1,780,735 and $110,025,222, respectively, at Dec. 31, 2010. In addition, the Company has redeemable convertible cumulative preferred stock that is eligible for redemption at a redemption amount of $3,877,796 including accrued dividends as of Dec. 31, 2010. ECOTOPE ENVIRONMENTAL: In Receivership; Some Assets in Auction -------------------------------------------------------------- Dan McGowan at GoLocalProv News reports that Ecotope Environmental Services, Ltd., formerly known as CleanScape, Inc., the South Providence recycling company that is more than 90 days past-due on a $410,000 loan from the Providence Economic Development Partnership (PEDP) also received a $300,000 loan from the Rhode Island Economic Development Corporation's Small Business Loan Fund, records show. Ecotope Environmental is now in receivership and already has had some of its assets auctioned off, according to Joshua Teverow, the lawyer who represents the PEDP, according to the report. GoLocalProv News notes that Mr. Teverow said the PEDP has filed a Proof of Claim with Superior Court, and is working with the Receiver and the SBLF, who is pari passu with the PEDP, to sell the business and the real estate. Ecotope Environmental Services is one of 11 companies the PEDP is actively seeking collection against for being at least 90 days past-due on what they owe, the report says. In most cases, GoLocalProv News relates that a PEDP loan is personally backed by the business owner, meaning the only way to get out from paying it back is to file for bankruptcy. In Ecotope's case, the company is backed by the South Providence Development Corporation, GoLocalProv News relays. Because there appears to be a buyer of the business, Mr. Teverow said he doesn't believe the PEDP will have to seek collection against the nonprofit, GoLocalProv News adds. Ecotope Environmental Services, Ltd. (formerly known as CleanScape, Inc.) is a South Providence recycling company that was run by the non-profit South Providence Development Corporation and the Urban League of Rhode Island. ELECTRIC-SPIN CORP: Files for BIA Bankruptcy in Canada ------------------------------------------------------ Electric-Spin Ltd.'s sole operating subsidiary, Electric-Spin Corporation, has filed an assignment into bankruptcy under the Bankruptcy and Insolvency Act. Schonfeld Inc., Receivers + Trustees, has been appointed as the trustee in bankruptcy. For further information please contact Robert Link at Schonfeld Inc., Trustee in Bankruptcy: (416) 862-7785 EUROCLASS MOTORS: Taps Landa Umpierre as External Auditor --------------------------------------------------------- Euroclass Motors, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Landa Umpierre, PSC, as external auditor. The firm will provide external audit services to the Debtor for the year ended Sept. 30, 2011. The Debtor will pay Landa Umpierre an audit services fee of approximately $6,500 plus out-of-pocket expenses. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Euroclass Motors San Juan, Puerto Rico-based Euroclass Motors, Inc. filed for Chapter 11 protection (Bankr. D. P.R. Case No. 11-05772) on July 6, 2011. Ramon Vega Diaz, president of the Debtor, filed the petition. The Chapter 11 case of Euroclass Motors, Inc., has been reassigned to the Hon. Mildred Caban Flores. The Debtor estimated assets between $1 million and $10 million and estimated debts between $10 million and $50 million. Charles Alfred Cuprill, at Charles A Cuprill, PSC Law Office, in San Juan, Puerto Rico, represents the Debtor in this case. Affiliate Autos Vega, Inc., is a car dealership engaged in the sales of new and used cars and trucks car parts, accessories and providing vehicle repair and maintenance, based in San Juan, Puerto Rico. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 11-05773) on July 6, 2011. The Debtor disclosed $22,959,296 in assets and $34,224,323 in liabilities. EUROCLASS MOTORS: Plan Filing Period Extended to Dec. 4 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico has extended Euroclass Motors, Inc.'s exclusive period to file a Chapter 11 Plan through and including Dec. 4, 2011, and its exclusive period to solicit acceptances of a filed plan through and including March 4, 2012. About Euroclass Motors San Juan, Puerto Rico-based Euroclass Motors, Inc. filed for Chapter 11 protection (Bankr. D. P.R. Case No. 11-05772) on July 6, 2011. Ramon Vega Diaz, president of the Debtor, filed the petition. The Chapter 11 case of Euroclass Motors, Inc., has been reassigned to the Hon. Mildred Caban Flores. The Debtor estimated assets between $1 million and $10 million and estimated debts between $10 million and $50 million. Charles Alfred Cuprill, at Charles A Cuprill, PSC Law Office, in San Juan, Puerto Rico, represents the Debtor in this case. Affiliate Autos Vega, Inc., is a car dealership engaged in the sales of new and used cars and trucks car parts, accessories and providing vehicle repair and maintenance, based in San Juan, Puerto Rico. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 11-05773) on July 6, 2011. The Debtor disclosed $22,959,296 in assets and $34,224,323 in liabilities. EVERGREEN SOLAR: Wins Approval for Sale to Three Buyers ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Evergreen Solar Inc. won approval from the bankruptcy judge Nov. 10 to sell its assets to three buyers. According to the report, Max Era Properties Ltd. from Hong Kong paid $6 million cash and $3.2 million in stock of China Private Equity Investment Holdings Ltd. for the company name, intellectual property and wafer-making assets. Kimball Holdings LLC paid $3.8 million for solar-panel inventory, while the secured lenders are exchanging $21.5 million of their $165 million claim for a $171 million claim against Lehman Brothers Holdings Inc. 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. EZENIA! INC: Files Schedules of Assets and Liabilities ------------------------------------------------------ Bob Sanders at New Hampshire Business Review reports that Ezenia! Inc. listed assets of $2.5 million and debts of close to $900,000 in filings with the Bankruptcy Court. The largest asset is a prepaid licensing to Microsoft, which is considered intangible and worth $2.1 million. According to the report, the other major assets include $172,000 in a couple of bank accounts (down from the $650,000 at the end of June, according to the company's last quarterly statement), and $180,000 in accounts receivable, from one company: World Wide Technology Inc. The report says the court filing doesn't mention the company's largest potential asset -- net operating losses of $72 million that should translate into a $25 million tax benefit. But that is only true if there is no significant change of ownership, which this bankruptcy filing was supposed to prevent. The report relates that Ezenia's priority debts -- about $500,000 -- include severance owed to former executives of the company, two of whom were in litigation with the firm before they left. The report notes that the company owes former CEO Khoa Nguyen some $308,000 in accrued service and $80,000 to Peter Jenke, the former chief operating officer. Mr. Nguyen, the company's largest individual shareholder, claims in a lawsuit filed in June that Ezenia actually owes him $1.15 million, evoking change in control clauses in his contract because he was allegedly squeezed out. The report adds the other severance claims include that of Tom McCann former chief financial officer ($46,000) and Keith Baron, vice president of customer assistance ($67,000). Based in Nashua, New Hampshire, Ezenia! Inc. filed for Chapter 11 protection (Bankr. D. N.H. Case No. 11-13664) on Sept. 30, 2011. Judge J. Michael Deasy presides over the case. Daniel W. Sklar, Esq., at Nixon Peabody LLP, represents the Debtor. FILENE'S BASEMENT: To Lay Off 176 Workers in Florida ---------------------------------------------------- Susan R. Miller, senior reporter at the South Florida Business Journal, reports that Syms Corp. and Filene's Basement filed notice with the state this week that 176 employees statewide will be losing their jobs. Most of them are in South Florida. The report, citing the notice, says Filene's Basement in Aventura will lay off 42 workers. Syms will lay off 34 employees at its store at 5300 Powerline Road in Fort Lauderdale; 23 at its store at 13899 S.W. 88th St. in Miami; 31 at its store at 4615 N.W. 77th Ave. in Doral; and 28 at its store at 4400 Forest Hill Blvd. in West Palm Beach. Syms also has a store in Tampa, where 18 employees will be laid off, according to the notice. According to the report, the company said it is not exactly known when the stores will close, but it is expected that employees will lose their jobs on or before Jan. 9, 2012. 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 is now formally named 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. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. FLOWSERVE CORP: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------------- Fitch Ratings affirms Flowserve Corporation's (FLS) Issuer Default Rating (IDR) and senior secured bank facilities at 'BB+'. The Rating Outlook is Stable. The ratings are supported by FLS's solid credit profile; strong operating performance including historically positive free cash flow (FCF); good liquidity which includes high cash balances; growth opportunities in the Flow Control segment; increased percentage of revenues from the higher margin aftermarket business; funded status of pension liabilities; and sizable backlog. In addition, Fitch notes FLS's technological capabilities, global presence and aftermarket services which give the company a good product diversification and a strong competitive position. Rating concerns include FLS's declining margins due to higher raw material costs and the impact of project delays; seasonal cash generation and heavy cash requirements to support large swings in working capital; competitive pricing pressure throughout the industry and cash deployment. Fitch does not expect these factors to have a negative impact on current ratings as increasing raw material costs are somewhat offset by higher aftermarket sales and cash generation cyclicality is addressed by healthy liquidity. FLS has a strong balance sheet, liquidity and credit metrics. The metrics provide significant financial flexibility to execute the company's cash deployment strategy which includes potentially large acquisitions as well as share repurchases. Fitch views a rating change as unlikely unless FLS alters its financial policies or deploys significant cash for acquisitions or other transactions for a sustained period. As of Sept. 30, 2011, FLS's liquidity was approximately $533 million and included a $228 million cash balance and $500 million senior secured revolving credit facility, offset by $50 million of current debt and $145 million of letter of credit (L/C) usage under the revolver. In addition, FLS maintains two European L/C facilities which it utilizes for surety and performance bonds, bank and other guarantees. As of Sept. 30, 2011, FLS had EUR62.4 million in L/C's outstanding against a EUR125 million L/C facility, which was recently renewed. There were also EUR16 million in other L/C's outstanding. FLS's liquidity has declined slightly due to a build-up in working capital as receivables and inventories have risen. Fitch anticipates FLS's liquidity will improve by the year end as the company historically has generated significant cash flows in the fourth quarter. For the latest twelve months (LTM) ending Sept. 30, 2011, leverage (gross debt-to-operating EBITDA) was approximately 0.7 times (x) compared with 0.8x at the end of for 2010 and 2009. Nearly all of FLS's debt consists of a $500 million bank term loan which includes modest quarterly payments until maturity in 2015. The bank facilities are secured by substantially all of FLS's domestic assets and 65% of the capital stock of certain foreign subsidiaries. The facilities would become unsecured if the company maintains investment grade ratings, as defined in the agreement, for at least 90 days. FLS had approximately $508 million of debt outstanding at Sept. 30, 2011. FLS consistently generates solid annual FCF, however its operating cash flow is seasonal. The company's FCF totaled -$276 million through the first nine months of 2011. Similarly, through the first nine months of 2010, FCF reported -$110 million, followed by $300 million of positive free cash in the fourth quarter. Fitch expects FLS's FCF to be positive for 2011, albeit lower than the $190 million reported in 2010, primarily due to a higher working capital needs in 2011. The increase in net working capital was driven by a build up in inventory as the company nears delivery of several long-cycle projects, accompanied by an increase in accounts receivables and accounts payables. A majority of these factors are expected to reverse in the fourth quarter of 2011. The expected high demand and growth in developed markets and increasing sales in aftermarket business should result in stable FCF over the near to medium terms. In the event of a large acquisition, Fitch believes Flowserve would consider using equity to maintain credit metrics at levels consistent with the current ratings. Fitch expects the company's cash flow from operations to support cash deployment which is focused mainly on acquisitions; capital expenditures and dividends. Fitch's ratings incorporate expectations for continued moderately-sized acquisitions, growth in the dividend payout and higher capital expenditures to support growth in emerging markets. Fitch does not expect discretionary pension contributions to be a significant part of cash deployment. Flowserve expects to contribute $7 - 10 million to its U.S. pension plans in 2011. It contributed $8.3 million to its U.S. plans during the first nine months of 2011. The net underfunded status of Flowserve's plans at the end of 2010 was $146 million ($16 million in the U.S.; $130 million outside the U.S.). Fitch affirms FLS's ratings as follows: -- IDR at 'BB+'; -- Senior secured bank facilities at 'BB+'. FORD CREDIT: DBRS Assigns 'BB' Rating to $450MM Sr. Unsec. Notes ---------------------------------------------------------------- DBRS has assigned a rating of BB (high) with a Stable trend to the Ford Credit Canada Limited (Ford Credit Canada or the Company) issue of $450 million principal amount of 4.20% fixed-rate senior unsecured notes (the Notes) to be issued on November 14, 2011, and maturing November 14, 2013. The Notes are unconditionally guaranteed by Ford Motor Credit Company LLC (Ford Credit), Ford Credit Canada's parent, and rank pari passu with all other senior unsecured debt of Ford Credit Canada. FRANCISCAN PHYSICIANS: Executives Face Suit Over Bankruptcy ----------------------------------------------------------- Alicia Caramenico at FierceHealthcare, citing report from Post- Tribune, says that the former operator of Indiana's first physician-owned hospital has sued executives for forcing the hospital into bankruptcy. The report says, in the modified lawsuit, the president and two physician owners of Franciscan Physicians Hospital allegedly kept $8 million of the profits instead of paying the hospital's bills, pushing the hospital further into debt and enabling the new owner, St. Francis Health Services, to purchase the hospital for a lower price. The report says, in 2010, operator iHealthcare and Heartland Memorial Holdings originally sued the hospital's new owner and the hospital in addition to Franciscan Physicians Hospital President Brenda Green and owners Drs. Hilton Hudson and Paul Jones. GCEP-GOODYEAR, LLC: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: GCEP-GOODYEAR, LLC aka GCEP-Scottsdale, LLC GCEP Surprise, LLC GCEP 8300 N. Hayden Road, #207 Scottsdale, AZ 85258 Bankruptcy Case No.: 11-20662 Chapter 11 Petition Date: November 8, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt Debtor's Counsel: Mariana Garza, Esq. 6262 Weber Road, Suite 216A Corpus Christi, TX 78413 Tel: (361) 444-3733 E-mail: mariana@marianagarzalaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 19 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txsb11-20662.pdf The petition was signed by David R. Agado, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Xavier E. Perez 10-20676 09/01/10 GLOBAL INVESTOR: Grants 55 Million Shares of Common Stock to CEO ---------------------------------------------------------------- Global Investor Services, Inc., granted an equity bonus of 55,000,000 shares of common stock of the Company to Dr. Joseph J. Louro, CEO of the Company, pursuant to the terms of the Dr. Louro's Employment Agreement with the Company as a result of the operational and financial improvements achieved by Dr. Louro. The above transactions were approved by the Board of Directors of the Company. The issuance of the common stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 or Rule 506 promulgated under Regulation D thereunder. Dr. Louro is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. About Global Investor Orem, Utah-based Global Investor Service, Inc., was incorporated in the state of Nevada on Aug. 1, 2005. Effective Sept. 18, 2006, the Company changed its name to TheRetirementSolution.com, Inc., and on Oct. 1, 2008, the Company changed its name to Global Investor Services, Inc. The Company was initially formed to market portfolios of stocks via subscription. In 2007, a new chief executive officer was installed and a strategy was developed to create and market a diverse portfolio of products and services for the financial education and financial information industry. This strategy included strategic acquisitions, such as the acquisitions of Razor Data, LLC, and Investment Tools and Training, LLC, which have provided the Company with an integrated platform in which it can market and deliver investor education products and investor services. The stock symbol is GISV. RBSM LLP, in New York, expressed substantial doubt about Global Investor Service's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net accumulated deficiency as of March 31, 2011. The Company reported a net loss of $9.97 million on $2.01 million of revenues for fiscal 2011, compared with a net loss of $7.10 million on $1.14 million of revenues for fiscal 2010. The Company's balance sheet at March 31, 2011, showed $1.54 million in total assets, $6.18 million in total liabilities, and stockholders' deficit of $4.64 million. GMW INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: GMW Investments, LLC P.O. Box 229 Edmond, OK 73083 Bankruptcy Case No.: 11-16122 Chapter 11 Petition Date: November 8, 2011 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Sarah A. Hall Debtor's Counsel: Jon R. Patton, Esq. PATTON LAW OFFICE 406 S Boulder Ste 499 Tulsa, OK 74103 Tel: (918) 592-1442 Fax: (918) 516-0365 E-mail: jon@jonpatton.com Scheduled Assets: $1,695,000 Scheduled Debts: $635,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/okwb11-16122.pdf The petition was signed by Craig Hodgens, member/manager. GOLD HILL: Withdraws Ch. 11 Plan, Says Facts No Longer Apply ------------------------------------------------------------ Gold Hill Enterprises, LLC, notifies the U.S. Bankruptcy Court for the District of South Carolina that it has withdrawn its Plan of Reorganization and Disclosure Statement filed July 12, 2011, and as amended on Sept. 7. According to the Debtor, the Plan was based on facts that have now changed and the Plan and Disclosure Statement were not served on the creditors and parties' in interest. The Debtor does not believe anyone who received notice of the filing would object to the withdrawal and does not expect any party to appear at the hearing. As reported in the Troubled Company Reporter on July 27, 2011, the Plan generally provides for the continuing operations of the Debtor. Other than the quarterly interest payments to Synovus Bank and necessary administrative costs and expenses, payments per the Plan are to be made as sales occur. Sales may be of any acreage or portion of acre, as determined by the needs of the buyer. However, the Debtor will not agree to any sale which is less than $60,000 per acre (excluding designated open space) without the prior consent of the Bank. The Plan designates 7 Classes of Claims and Interests. A copy of the Disclosure Statement, as filed with the Court on July 12, 2011, is available at: http://bankrupt.com/misc/goldhill.DS.pdf About Gold Hill Enterprises Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba Jennings Enterprises, filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case No. 11-02458) on April 14, 2011. According to its schedules, the Debtor disclosed $11,938,596 in total assets and $7,351,872 in total debts. Barton Law Firm, P.A., represents the Debtor in its restructuring effort. B. Bayles Mack and the firm of Mack & Mack serves as special counsel. Keith Corporation serves as marketing and development agent. Robert Palmer & Associates serves as tax accountant to assist in the preparation of all tax filings and returns required post petition, and other accounting services that may be necessary during the pendency of the Chapter 11 case. W. Clarkson Mcdow, Jr., the U.S. Trustee for Region 4, was unable to appoint an official committee of unsecured creditors in the Debtor's case. GOM TANG: Sec. 341 Creditors' Meeting Set for Nov. 21 ----------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for the Eastern District of Virginia in Alexandria, will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341 in the bankruptcy case of Gom Tang E Corporation on Nov. 21, 2011, at 3:00 p.m. at the Office of the U.S. Trustee (Chapter 11), 115 South Union Street, Suite 208, in Alexandria. Proofs of claim are due by Feb. 21, 2012. Complaint for Determination of Dischargeability of Debt due by Jan. 20, 2012. Annandale, Virginia-based Gom Tang E Corporation filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 11-17611) on Oct. 20, 2011. Judge Brian F. Kenney presides over the case. Eugene Jin- Ho Cynn, Esq. -- cynn@allnationslawcenter.org -- at All Nations Law Center in Fairfax, Va., serves as the Debtor's counsel. The Court designated Richard Kang, the Debtor's president, to perform the duties imposed upon the debtor by the Bankruptcy Code. GREEN FIELD: Moody's Assigns 'Caa2' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned a Caa2 Corporate Family Rating (CFR) to Green Field Energy Services, Inc. and a Caa2 rating to its proposed offering of $250 million senior secured notes due 2016. The rating outlook is stable. The proceeds of the offering will be used to fund capital expenditures, repay existing debt and repay a prepayment from Shell Western Exploration and Production Inc. RATINGS RATIONALE Green Field's Caa2 rating reflects the company's small size and early stage in the hydraulic fracturing business, the main driver of its capital spending program and growth profile. The rating also reflects the company's high leverage relative to historical cash flows and fixed assets and the need to establish performance credentials as a leveraged company operating in the competitive, cyclical and volatile oilfield services sector. The Caa2 rating is supported by the company's access, via an exclusive license, to certain hydraulic fracturing technology and remanufactured turbines, the positive near-term environment for the oilfield services sector, with hydraulic fracturing demand currently exceeding supply, and early notable customer acceptance of its turbine-powered fracturing equipment through a two spread contract with Shell. Additionally, the company expects to benefit from a degree of vertical integration and an additional revenue source, with access to two sand mines through long term leases. Green Field is one of the smallest oilfield service companies rated by Moody's, as measured by its most recently reported total assets and EBITDA. Leverage based on historical results also is among the highest of all rated oilfield service peers. Green Field does have material earnings and cash flow growth prospects over the near term. However, there remains significant execution risk in both the company delivering on its capital plan without material delays or cost increases and also with respect to gaining additional customer acceptance of its turbine-powered hydraulic fracturing technology. The company has an adequate liquidity profile. Following the proposed notes offering the company would have a sizable cash balance, but much of it will be consumed by planned capital expenditures in excess of cash flow through 2012 if the company meets its forecasts. The CFR could be upgraded if the company is able to demonstrate a meaningful improvement in earnings generation at reasonable margins and maintain an adequate liquidity profile. Conversely, if the company experiences significant delays in the delivery under its capital spending program, weaker than expected earnings, or poor liquidity, the ratings could be downgraded. The Caa2 senior secured notes rating reflects both the overall probability of default of Green Field, to which Moody's assigns a PDR of Caa2, and a loss given default of LGD 3 (49%). The proposed $250 million senior notes will be secured by substantially all the assets of the firm and will benefit from upstream subsidiary guarantees. Green Field does not currently have a secured credit facility in place, but the notes have a carve-out for a $30 million senior credit facility, which if put in place, would be contractually senior to the notes. Moody's notes that if the company obtains a $30 million senior credit facility, the notes would not be notched down from the CFR, as the notes would continue to comprise the majority of Green Field's capital structure. The principal methodology used in rating Green Field Energy was the Global Oilfield Services Industry Methodology published in December 2009. Green Field Energy Services, Inc. is headquartered in Lafayette, Louisiana GREEN FIELD: S&P Assigns Prelim. 'CCC+' Corporate Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned a preliminary 'CCC+' corporate credit rating to Lafayette, La.-based Green Field Energy Services Ltd. The outlook is developing. "At the same time we assigned a preliminary 'CCC+' senior secured rating (same as the corporate credit rating) to GFES's proposed $250 million senior secured notes due 2016. The recovery rating on the notes is '3', indicating our expectation of meaningful (50% to 70%) recovery in the event of a payment default," S&P related. "Our rating on GFES reflects its short operating history, high near-term spending needs, about $245 million over the next 18 months; less than adequate liquidity; and limited contracted revenue," said Standard & Poor's credit analyst Paul B. Harvey. "In particular, over the next six to nine months GFES' ability to maintain sufficient liquidity will be dependent on the timely construction and delivery of eight turbine-powered hydraulic fracturing spreads, including two to Shell Western Exploration and Production Inc. (Shell). A meaningful delay in the start of operations could impair liquidity given GFES' high near-term capital spending needs and limited operating cash flows. Ratings also encompass the potential for rapidly improving financial measures and liquidity if GFES can meet its scheduled spread deliveries, which should allow it to significantly improve cash flows and liquidity." GFES was formed in 2011 following the acquisition of oilfield services company Hub City Industries LLC by Michel Moreno, and is currently 93.3% owned by Moreno. GFES provides hydraulic fracturing services and assembles turbine powered fracturing equipment. In addition, it provides well services, including coiled tubing and cementing. Finally, GFES has entered long-term leases on two sand mines, from which it intends to produce sand for hydraulic fracturing and for more generic aggregate uses. GFES engages in hydraulic fracturing and well services, and has an exclusive license to construct turbine-powered pressure pumping equipment for both itself and third parties. The company is planning to commercialize this new technology by investing more than $200 million in new turbine-fracturing pumps (TFPs). Compared with a diesel pump, TFP equipment has a smaller footprint, more competitive operating costs due to its use of natural gas as a fuel instead of diesel, lower maintenance costs, and lower CO2 and NOx emissions. These characteristics should give GFES an advantage over traditional pressure pumping equipment, particularly as emission and other environmental standards tighten, and natural gas prices remain low. GFES has also leased two sand mines with estimated reserves of about 26 million tons, of which a portion can be used in hydraulic fracturing. "The outlook is developing. We could raise ratings over the next nine to 12 months if GFES is able to execute is growth strategy. In particular, we want to see the Shell contract commence on time, as well as the establishment of a credit facility to enhance liquidity. We could lower ratings if anticipated contracts, particularly Shell's, are delayed, and/or GFES fails to maintain sufficient liquidity to fund expected interest expense costs," S&P related. GVIG INC: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------- Debtor: GVIG, Inc 3320 South Outer Road East Grain Valley, MO 64029 Bankruptcy Case No.: 11-45210 Chapter 11 Petition Date: November 8, 2011 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Judge: Dennis R. Dow Debtor's Counsel: Ronald S. Weiss, Esq. BERMAN DELEVE KUCHAN & CHAPMAN 1100 Main Street, Suite 2850 Kansas City, MO 64105 Tel: (816) 471-5900 Fax: (816) 842-9955 E-mail: rweiss@bdkc.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/mowb11-45210.pdf The petition was signed by Steven W. Gildehaus, manager. HCA HOLDINGS: Files Form 10-Q, Posts $146-Million Q3 Net Income --------------------------------------------------------------- HCA Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $146 million on $7.31 billion of revenue for the quarter ended Sept. 30, 2011, compared with net income of $325 million on $6.92 billion of revenue for the same period during the prior year. The Company also reported net income of $800 million on $22 billion of revenue for the nine months ended Sept. 30, 2011, compared with net income of $1.17 billion on $20.87 billion of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $23.75 billion in total assets, $32.81 billion in total liabilities, and a $9.06 billion stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/mtcOMe About HCA Inc. Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company with 162 hospitals and 104 freestanding surgery centers (including eight hospitals and eight freestanding surgery centers that are accounted for using the equity method) as of Sept. 30, 2010. For the 12 months ended Sept. 30, 2010, the company recognized revenue in excess of $30 billion. * * * In May 2011, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of HCA Inc. (HCA) to B1 from B2. "The upgrade of HCA's rating reflects the considerable progress the company has made in improving financial metrics and managing the company's maturity profile since the November 2006 LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the funding of distributions to shareholders at the end of 2010 increased debt levels, the growth in EBITDA and debt repayment since the LBO have improved leverage metrics considerably from the high levels seen just after the company went private," continued Diaz. As reported by the Troubled Company Reporter on March 14, 2011, Moody's Investors Service commented that the completion of the IPO by HCA Holdings, Inc., has no immediate impact on the company's B2 Corporate Family Rating. The outlook for the ratings remains positive. While Moody's believes that the completion of the IPO is a credit positive since proceeds are expected to be used to repay outstanding debt, the estimated $2.6 billion of proceeds to the company won't meaningfully reduce HCA's $28.2 billion debt load. In the March 16, 2011, edition of the TCR, Fitch Ratings has upgraded its ratings for HCA Inc. and HCA Holdings Inc., including the companies' Issuer Default Ratings which were upgraded to 'B+' from 'B'. The Rating Outlook is revised to Stable from Positive. The ratings apply to approximately $28.2 billion in debt outstanding at Dec. 31, 2010. Fitch noted that HCA has made significant progress in reducing debt leverage since it was taken private in 2006 in a LBO which added $17 billion to the company's debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to- EBITDA was 6.7x. Most of the reduction in debt leverage over the past four years was accomplished through growth in EBITDA, which Fitch calculates has expanded by $1.7 billion or 40% to $5.9 billion for 2010 versus $4.2 billion in 2006. Although the company did not undertake a significant organizational restructuring post the LBO, management has nevertheless been successful in growing EBITDA and significantly expanding discretionary free cash flow (FCF). Fitch believes this was accomplished through various operational initiatives, including expansion of profitable service lines and the divestiture of some under performing hospitals, as well as the generally resilient operating trend of the for-profit hospital industry during the recent economic recession despite the pressure of increased levels of uncompensated care and generally weak organic patient volume trends. HESPERIA REDEVELOPMENT: S&P Lowers Rating on Tax Bonds to 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating and underlying rating to 'BB+' from 'BBB-' on Hesperia Redevelopment Agency, Calif.'s series 2005A tax allocation bonds. The outlook is negative. "The rating action reflects significant assessed value declines that reduced tax increment revenues and thus pushed coverage of the non-housing bonds down to less than 1x maximum annual debt service," said Standard & Poor's credit analyst Alda Mostofi. The ratings also reflect S&P's view of the project areas': Moderately high volatility ratios (base-year to total AV) of about 0.47 for Project Area No. 1 and 0.46 for Project Area No. 2; and MADS coverage of 0.99x for Project Area No. 2 and 1.06x for Project Area No. 1, based on pro forma fiscal 2011 tax increment revenues. "The negative outlook reflects our anticipation that although the agency will be able to meet its debt service obligations for this fiscal year (primarily through ongoing tax increment revenue), further declines in AV for the following fiscal year are likely, and coverage could fall to less than 1x," S&P said. HOLDINGS OF EVANS: Seeks Ruling on Adequate Payments to SFG ----------------------------------------------------------- Holdings of Evans LLC asks the U.S. Bankruptcy Court for the Southern District of Georgia to enter an order finding that the Debtor has made adequate payments to 2010-1 SFG Venture, LLC. 2010-1 SFG Venture, LLC, asserts a claim against the Debtor totaling $5,316,441.64 as of the Petition Date, secured by real property at 156 Classic Road, Athens, Georgia. The non-default rate of interest on the obligation secured by the Debtor's assets totals 6% per annum. Subsequent to the Petition Date, the Debtor began making monthly payments to SFG Venture of $26,000 pursuant to a consent agreement for the use of cash collateral. The Debtor lists a value of the Real Property totaling $7,700,000. The Debtor seeks a determination by the Court that the payments of $26,000 per month constitute an amount equal to or greater than the non-default contract rate of interest on the value of the creditor's interest in the real property. Assuming that SFG Venture is fully secured, the interest on its secured claim at 6% per annum would total $26,500. Assuming, as SFG Venture has asserted, that the claim of SFG Venture is unsecured by $600,000, then the monthly interest payment at the non-default rent would total $23,500. In the event the Court determines, or SFG Venture asserts, that the monthly payment of $26,000 fails to satisfy the requirement of Section 362(d)(3)(B), the Debtor requests that the Court extend the deadline in which the Debtor must file a Plan of Reorganization until Jan. 3, 2012. The 90-day deadline to file a Plan of Reorganization expires on December 2, 2011. About Holdings of Evans Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood Suites, owns improved real property located at 156 Classic Road in Athens, Georgia and is engaged in the business of operating a hotel commonly known as Candlewood Suites. The Company filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-11756) on Sept. 2, 2011. Judge Susan D. Barrett presides over the case. Todd Boudreaux, Esq., at Shepard, Plunkett, Hamilton & Boudreaux, LLP, in Evans, Ga., serves as the Debtor's counsel. The petition was signed by GB Sharma, managing member. In its amended schedules, the Debtor disclosed $11,115,538 in assets and $6,784,463 in liabilities as of the petition date. Sean C. Kulka, Esq., Michael F. Holbein, Esq., and Noel J. Bartels, Esq., at Arnall Golder Gregory LLP, in Atlanta, Ga., represent secured creditor 2010-1 SFG Venture LLC as counsel. HORNBECK OFFSHORE: S&P Affirms 'B+' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Covington, La.-based Hornbeck Offshore Services to stable from negative and affirmed its 'B+' corporate credit rating on the company. "We also raised our issue-level rating on Hornbeck's senior unsecured debt to 'BB-' from 'B+' and revised the recovery rating to '2' from '3', indicating our expectations of substantial (70% to 90%) recovery in the event of default. (For a complete recovery analysis, please see the recovery report on Hornbeck Offshore Services Inc. to be published following the release of this report.)," S&P said. "The stable outlook reflects the improvement in the company's utilization and dayrates for its offshore supply vessels and multi-purpose support vessels," said Standard & Poor's credit analyst Stephen Scovotti. "It also reflects the company's improving debt leverage measures on an annualized basis, and adequate liquidity. The company has seen an improvement in utilization and dayrates of its offshore supply vessels and multi- purpose support vessels, especially in the Gulf of Mexico, as the number of permits for new wells have increased over the past several months. In addition, Hornbeck's adjusted debt to EBITDA improved to about 4.6x on a third quarter 2011 annualized EBITDA, and we expect this metric should continue to improve modestly in the near term." "Our ratings on Hornbeck Offshore Services Inc. reflect the company's position in the volatile and cyclical marine services industry, as well as improving market conditions in the Gulf of Mexico due to an increase in new well permits. The ratings also incorporate Hornbeck's increased geographic diversity as a result of repositioning vessels out of the Gulf of Mexico, and adequate liquidity of about $381 million, including $131.9 million of cash, as of Sept. 30, 2011," S&P said. "The outlook is stable and reflects our view that Hornbeck's credit metrics will continue to improve over the near term while maintaining adequate liquidity. We expect Hornbeck to maintain debt to EBITDA of less than 5.0x over the next 12 months. We could lower the rating if Hornbeck pursues a more aggressive financial policy or if leverage exceeds 5.0x. We could raise the rating if Hornbeck maintains leverage of 3.5x or less, while continuing to expand its fleet and market diversity," S&P said. HUGHES TELEMATICS: Files Form 10-Q, Incurs $18.4MM Q3 Net Loss -------------------------------------------------------------- HUGHES Telematics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $18.42 million on $18.59 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $22.35 million on $10.77 million of total revenues for the same period during the prior year. The Company also reported a net loss of $61.56 million on $51.63 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $67.33 million on $28.36 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $94.04 million in total assets, $205.83 million in total liabilities and a $111.79 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/wbX2SE 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. 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. IMUA BLUEHENS: Noteholder Wants Exclusivity Extension Denied ------------------------------------------------------------ GCCF 2007-GG11 Ka Uka Boulevard, LLC, by and through its manager, LNR Partners, LLC, asks the U.S. Bankruptcy Court for the District of Hawaii to deny Imua Bluehens, LLC's amended motion to extend exclusive periods. As reported in the Troubled Company Reporter on Oct. 27, 2011, the Debtor asked the Court to extend the exclusive periods during which only the Debtor may file a plan of reorganization and solicit acceptances thereof by 90 days, from and after Oct. 16, 2011. According to the noteholder: -- the Debtor has not shown sufficient cause to warrant further exclusivity; -- the Debtor cannot confirm a plan in the single asset real estate case without the approval of the noteholder who will ultimately hold the dominant secured and unsecured claims; and -- the requested extension of exclusivity is nothing more than a delay tactic; The noteholder is the senior secured creditor holding a first priority lien against the property. As of the Petition Date, the total amount owned to the noteholder is $15,687,624, plus accruing interest, default interest, attorneys' fees and costs, expenses, late charges and other amounts due and owing pursuant to the loan documents and applicable law. The Debtor's appraisal places a value on the property of $7,930,000. The noteholder set a Nov. 14, hearing at 10:30 a.m., on its requested denial of the Debtor's motion. The noteholder is represented by: CASE LOMBARDI & PETTIT, a Law Corporation Ted N. Pettit, Esq. Dana R.C. Lyons, Esq. Ryan M. Hamaguchi, Esq Pacific Guardian Center, Mauka Tower 737 Bishop Street, Suite 2600 Honolulu, HI 96813 Tel: (808) 547-5400 Fax: (808) 523-1888 E-mail: tpettit@caselombardi.com dlyons@caselombardi.com rhamaguchi@caselombardi.com - and - Gregory A. Cross, Esq. Frederick W. H. Carter, Esq. VENABLE LLP 750 East Pratt Street, Suite 900 Baltimore, MD 21202 Tel: (410) 244-7400 Fax: (410) 244-7742 E-mail: fwhcarter@venable.com gacross@venable.com About Imua Bluehens Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea Plaza, a commercial retail operation. Imua Bluehens filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011. Judge Robert J. Faris presides over the case. The petition was signed by James K. Kai, manager. Jerrold K. Guben, Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben LLP, in Honolulu, Hawaii, represent the Debtor as counsel. In its amended schedules, the Debtor disclosed $12,169,600 in assets and $16,864,405 in liabilities. No official committee of unsecured creditors or other statutory committee has been formed. IMUA BLUEHENS: Access to Cash Collateral Expires Nov. 30 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Hawaii, on Oct. 28, 2011, entered a fifth interim order authorizing Imua Bluhens, LLC, authorization to use cash collateral of GCCF 2007-GG11 Ka Uka Boulevard, LLC, and the Department of Taxation, State of Hawaii, until the earliest of (i) the close of business on Nov. 30, 2011, or (ii) the conclusion of the next continued hearing on cash collateral or final hearing, subject to the termination provisions of the fift interim order. The Debtor may use cash collateral during the Fifth Interim Cash Collateral Period, as limited by a budget, to pay only the ordinary and reasonable expenses of operating its businesses which are necessary to avoid immediate and irreparable harm and the quarterly fees payable to the United States Trustee. The Debtor is expressly prohibited from paying any professional fees, including attorneys fees from cash collateral. As reported in the TCR on Sept. 2, 2011, as of the Petition Date, the Debtor is indebted to Noteholder in the original loan amount of $10,250,000, including accrued and unaccrued interest, costs and fees, secured by a first priority mortgage and an assignment of rents and leases against the Debtor's property located at 94 1201 Ka Uka Boulevard, Waipahu, Hawaii, being a shopping center commonly known as Laniakea Plaza. The Department claims a junior statutory liens against all of the Debtor's property, pursuant to a Certificate of Tax Lien at the Bureau of Conveyances, State of Hawaii dated Dec. 14, 2010. According to the fifth interim cash collateral order, as adequate protection: (a) Debtor will pay the Noteholder the amount of $47,000 per month from postpetition rents, until further order of the Court. (b) The Noteholder and the Department are granted replacement liens in all of the Debtor's accounts created from and after the Petition Date and all of the Debtor's right, title and interest under their prepetition collateral. (c) Subject only to a carve-out, if any, the secured loan obligations are granted and entitled to status as an administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code. About Imua Bluehens Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea Plaza, a commercial retail operation. Imua Bluehens filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011. Judge Robert J. Faris presides over the case. The petition was signed by James K. Kai, manager. Jerrold K. Guben, Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben LLP, in Honolulu, Hawaii, represent the Debtor as counsel. In its amended schedules, the Debtor disclosed $12,169,600 in assets and $16,864,405 in liabilities. No official committee of unsecured creditors or other statutory committee has been formed. INFUSION BRANDS: Enters Oral Pact to Sell 1-Mil. Preferred Stock ---------------------------------------------------------------- Infusion Brands International, Inc., on Sept. 22, 2011, entered into an oral agreement with a certain accredited investor to sell the Investor, subject to the filing of an amendment to the Certificate of Designation of its Series G Convertible Stock 1,500,000 shares of its Preferred Stock and Series G Warrants to purchase an aggregate of 15,000,000 shares of the Company's common stock. The purchase price of the Private Placement Securities is $1,500,000, and the funds were received from the Investor on Sept. 22, 2011. On Oct. 20, 2011, the Company entered into an oral agreement with the Investor to sell the Investor an additional 1,000,000 shares of Preferred Stock and Warrants to purchase an additional 10,000,000 shares of the Company's common stock for an aggregate purchase price of $1,000,000, which such funds were received from the Investor on Oct. 20, 2011. A stock purchase agreement and other related transaction documents are in the process of being drafted with the Investor and, accordingly, have not been executed at this time. The Private Placement Securities will be issued to the Investor upon the execution of the Transaction Documents and upon the amending of the certificate of designation of the Preferred Stock. About Infusion Brands Infusion Brands International, Inc. is a global consumer products company. Its wholly owned operating subsidiary, Infusion Brands, Inc. specializes in building and marketing profitable brands through international direct-to-consumer channels of distribution. On Dec. 16, 2010, as part of its quasi-reorganization in order to change its business model from that of an acquisition strategy to a singular operating model as a consumer products company which builds and markets brands internationally through direct-to- consumers channels of distribution, OmniReliant Holdings, Inc. entered into an agreement and plan of merger with Infusion Brands International, Inc., a Nevada corporation and the Company's wholly-owned subsidiary. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Company merged with and into Infusion Brands International, Inc., solely to effect a name change of the Company. The Company's balance sheet at June 30, 2011, showed $8.32 million in total assets, $8.11 million in total liabilities, $7.29 million in redeemable preferred stock, and a $7.08 million total deficit. As reported by the TCR on April 7, 2011, Meeks International LLC, in Tampa, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant recurring losses from operations and is dependent on outside sources of financing for continuation of its operations and management is restructuring and redirecting its operating initiatives that require the use its available capital resource. ISTAR FINANCIAL: Files Form 10-Q, Incurs $54.6MM Q3 Net Loss ------------------------------------------------------------ iStar Financial Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $54.66 million on $97.36 million of total revenue for the three months ended Sept. 30, 2011, compared with a net loss of $74.63 million on $133.29 million of total revenue for the same period a year ago. The Company also reported net income of $3.22 million on $336.30 million of total revenue for the nine months ended Sept. 30, 2011, compared with net income of $139.07 million on $434.92 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $7.75 billion in total assets, $6.14 billion in total liabilities and $1.60 million in total equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/FfK8Rb About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. * * * As reported by the TCR on March 29, 2011, Fitch Ratings has upgraded the Issuer Default Rating to 'B-' from 'C'. The upgrade of iStar's IDR is based on the improved liquidity profile of the company, pro forma for the new senior secured credit agreement (the new financing) that extends certain of the company's debt maturities, relieving the overhang of significant secured debt maturities in June 2011. In July 2010, Standard & Poor's Ratings Services lowered its long- term counterparty credit rating on iStar Financial to 'CCC' from 'B-'. The outlook is negative. iStar's limited funding flexibility and the severe credit quality deterioration in its loan portfolio continue to put negative pressure on the rating, S&P said. As reported by the Troubled Company Reporter on March 22, 2011, Standard & Poor's said that it raised its counterparty credit rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it from CreditWatch where it was placed with positive implications on Feb. 23. The outlook is stable. "The upgrade reflects the company's closing of a $2.95 billion senior secured credit facility, which it will use to refinance the company's existing secured bank facilities and repay a portion of the company's unsecured debt," said Standard & Poor's credit analyst Jeffrey Zaun. If S&P's analysis of the new secured facility indicates 100% or more collateral coverage, S&P will rate the issue 'BB-'. If S&P's analysis of collateral indicates less than 100% coverage, S&P will rate the issue 'B+'. JAPAN AIRLINES: Gains Momentum as Carrier Reports H1 Results ----------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Japan Airlines Corp. said it generated solid earnings for its fiscal first half and expects to make its biggest full-year operating profit in nearly a decade, in a sign the carrier's push to cut costs are paying off. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on Jan. 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization Jan. 19, 2010, in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company estimated debts at $28 billion. In November 2010, Japan Airlines reached a basic agreement with its major creditor banks on new loans of JPY284.9 billion. The airline's rehabilitation plan was approved by the Tokyo District Court at the end of the month. JAMES RIVER: Incurs $3.7 Million Third Quarter Net Loss ------------------------------------------------------- James River Coal Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $3.73 million on $303.85 million of total revenue for the three months ended Sept. 30, 2011, compared with net income of $9.20 million on $171.42 million of total revenue for the same period during the prior year. The Company also reported a net loss of $10.54 million on $820.47 million of total revenue for the nine months ended Sept. 30, 2011, compared with net income of $52.29 million on $539.06 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.38 billion in total assets, $929.56 million in total liabilities, and $451.26 million in total shareholders' equity. Peter T. Socha, Chairman and Chief Executive Officer commented: "We were generally pleased with our progress this quarter. Obviously, we were disappointed to miss a couple of very valuable metallurgical coal shipments, but this was only an issue of timing not market conditions. Our operations team continues to successfully adjust our mines to the new regulatory environment. We were particularly pleased to receive several safety awards this quarter from both federal and state regulatory authorities. Lastly, we were pleased to complete several new metallurgical and thermal coal sales contracts during a period of market uncertainty." A full-text copy of the Form 10-Q is available for free at: http://is.gd/0izXNq About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. * * * James River carries a 'B' corporate credit rating from Standard & Poor's Ratings Services, and 'B3' corporate family rating from Moody's Investors Service. As reported by the TCR on March 25, 2011, Moody's Investors Service upgraded James River Coal Company's Corporate Family Rating to 'B3' from 'Caa2'. The rating upgrade reflects post- acquisition potential for significant increase in JRCC's metallurgical coal production, increase in operational diversity within Central Appalachia, and greater access to export markets. The S&P corporate rating was upgraded from 'B-' in March 2011. "The upgrade reflects S&P's view that the IRP acquisition provides James River Coal exposure to the attractive metallurgical coal market," said Standard & Poor's credit analyst Fred Ferraro. "The acquisition also adds management experience in overseas marketing, and expands the company's reserve life. Furthermore, S&P expects that it will be funded in a way that is consistent with the current capital structure so as to maintain the current credit metrics." JANA DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Jana Development, LLC 10925 Kelso Drive North Huntington, PA 15642 Bankruptcy Case No.: 11-26848 Chapter 11 Petition Date: November 7, 2011 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Judith K. Fitzgerald Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO & CORBETT, P.C. 310 Grant Street, Suite 1105 Pittsburgh, PA 15219-2230 Tel: (412) 232-0930 Fax: (412) 232-3858 E-mail: dcalaiaro@calaiarocorbett.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/pawb11-26848.pdf The petition was signed by Richard F. Terit, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Maronda Homes, Inc. 11-22418 04/18/11 JASY INC: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Jasy, Inc. 126 West Allens Lane Philadelphia, PA 19119 Bankruptcy Case No.: 11-18655 Chapter 11 Petition Date: November 8, 2011 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Bruce I. Fox Debtor's Counsel: Allen B. Dubroff, Esq. ALLEN B. DUBROFF, ESQ. & ASSOCIATES, LLC 1500 JFK Blvd, Suite 1030 Philadelphia, PA 19102 Tel: (215) 635-7200 Fax: (215) 689-3777 E-mail: allen@dubrofflawllc.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 Cecelia Spraggins, president. JEFFERSON COUNTY, AL: Sewer Receiver Seeks to Keep Control ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Jefferson County, Alabama, is facing the first litigated dispute in the Chapter 9 municipal bankruptcy begun Nov. 9 in Birmingham. The receiver appointed by a state court in September 2010 to take over and operate the sewer system filed papers Nov. 10 asking the bankruptcy judge to rule that he's entitled to retain control. Shortly after the Chapter 9 filing, according to John S. Young, the receiver, the county demanded that he relinquish control of the sewer system. In his court papers, Mr. Young says the bankruptcy court has no power or authority to oust him. Mr. Rochelle notes that in typical bankruptcy cases, Section 543 of the Bankruptcy Code requires receivers to turn over property. As Mr. Young points out, that section doesn't apply in a municipal bankruptcy, thus robbing the bankruptcy court of power for his ouster. Mr. Young also points to Section 903 of the Bankruptcy Code, applicable only in Chapter 9 cases, which says that bankruptcy doesn't limit the ability of a state, "by legislation or otherwise," to "control" a municipality. In Chapter 9, unlike Chapter 11 for companies, the bankruptcy court must approve the filing. At a hearing U.S. Bankruptcy Judge Thomas B. Bennett said he would hold the approval hearing in December. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. The county is represented by Klee Tuchin Bogdanoff & Stern LLP, led by the firm's founder, Kenneth Lee. The county's bankruptcy will have a "material adverse impact" on the financial condition of bond insurer Syncora Guarantee Inc., the company said in its most recent quarterly filing. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. JEFFERSON COUNTY, AL: Officials, Bondholders Play Blame Game ------------------------------------------------------------ Officials of Jefferson County, Alabama, and the county's debt holders are pointing fingers at each other over Jefferson's bankruptcy under Chapter 9 of the Bankruptcy Code. Michael Corkery, writing for The Wall Street Journal, reports that county officials said the filing could have been avoided if holders of $3.14 billion in sewer debt had kept their promise to make about $130 million in concessions in a wider settlement. "I blame Wall Street," said Sandra Little Brown, one of four Jefferson County commissioners who voted for the Chapter 9 filing, according to WSJ. One commissioner opposed the filing. "Nothing was nailed down. I was tired of playing games with them." However, people familiar with the situation told the Journal that the debt holders disagree. Some said they were shocked by the bankruptcy filing, believing commissioners would give them time to close the $130 million gap. Debt holders had already agreed to forgive about $1 billion of the debt. According to the report, John Young, the court-appointed receiver who has helped lead negotiations with debt holders for months was trying to open talks with the estate of Lehman Brothers Holdings Inc. over a $67 million interest-rate swap tied to the sewer debt. The receiver and county officials hoped to persuade Lehman to forgive some of the swap. The report also said officials were counting on Morgan Keegan & Co., a securities firm owned by Regions Financial Corp., a Birmingham bank, to forgive $11 million in auction-rate securities tied to the sewer debt. County officials also were trying to wring more money from J.P. Morgan Chase & Co. for a new fund that would help low-income residents pay their sewer bills, the Journal continues. The New York company previously agreed to a $30 million contribution, but wanted to subtract the same amount from the haircut J.P. Morgan would take on $1 billion of sewer debt held by the bank. The Journal notes a spokeswoman for Lehman's estate said it never agreed to forgive the entire $67 million interest-rate swap. The estate was open to negotiating a reduction, she said. "We have a fiduciary duty to our creditors to collect on Lehman's debts," spokeswoman Kimberly Macleod said. The report also says a J.P. Morgan spokesman declined to comment on why the talks broke down. The bank is the largest holder of Jefferson County sewer debt, some of which it helped arrange in 2002 and 2003. JIAN ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Jian Enterprises, Inc. 201 King Road Hackberry, TX 75034 Bankruptcy Case No.: 11-43409 Chapter 11 Petition Date: November 9, 2011 Court: U.S. Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Kenneth S. Harter, Esq. LAW OFFICES OF KENNETH S. HARTER 1620 E. Beltline Road Carrollton, TX 75006 Tel: (972) 242-8887 Fax: (972) 446-7976 E-mail: kenharter@tx.rr.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its eight largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txeb11-43409.pdf The petition was signed by Zaid Jian, president. JOE TECCE'S: To Sell Off Assets at November 15 Auction ------------------------------------------------------ The Boston Globe reports that Joe Tecce's Ristorante closed North End dining dynasty earlier this fall. An auction is being held on November 15 to sell off Murano glass chandeliers, a collection of mid-century Italian pottery, Art Deco light fixtures, among other items. Crown Auctions LLC will oversee the sale. Joe Tecce's filed for Chapter 11 in June after falling more than $500,000 in debt. The family business blamed its financial woes on the massive disruption caused by the Big Dig and closed the doors earlier this fall. KINGSBURY CORP: Files Schedules of Assets and Liabilities --------------------------------------------------------- Kingsbury Corp. filed with the Bankruptcy Court for the District of New Hampshire its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4,800,000 B. Personal Property $5,334,679 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $4,902,639 E. Creditors Holding Unsecured Priority Claims $701,671 F. Creditors Holding Unsecured Non-priority Claims $18,534,973 ----------- ----------- TOTAL $10,134,679 $24,534,973 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. KINGSBURY CORP: Committee Wins OK for Jager Smith as Counsel ------------------------------------------------------------ Judge J. Michael Deasy of the U.S. Bankruptcy Court for the District of New Hampshire has authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Kingsbury Corporation and its debtor affiliates to retain Jager Smith P.C. as its counsel effective as Oct. 19, 2011. The Committee selected Jager Smith as its counsel because of Jager Smith's familiarity with the factual background and legal matters involved in these cases, and because these cases involve numerous complex issues of bankruptcy law that Jager Smith is well equipped to address on behalf of the Committee. As the Committee's counsel, Jager Smith will: (a) advise the Committee and represent it with respect to proposals and pleadings submitted by the Debtors or others to the Court; (b) represent the Committee with respect to any plan of reorganization or disposition of assets proposed in these cases; (c) attend hearings, drafting pleadings and generally advocating positions that further the interests of the creditors represented by the Committee; (d) assist in the examination of the Debtors' affairs and a review of their pre-petition operations; (e) advise the Committee as to the progress of these cases; And (f) perform such other professional services as are in the best interests of those represented by the Committee, including without limitation those delineated in Section 1103(c) of the Bankruptcy Code. Jager Smith's rates vary with the experience and seniority of the attorneys involved in a particular matter. Jager Smith will charge a blended rate of $385 per hour for the services to be rendered on behalf of the Committee. The individuals presently designated to represent the Committee are: Designations Hourly Rates ------------ ------------ Bruce F. Smith (partner) $475 Steven C. Reingold (partner) $375 Brendan C. Recupero (associate) $325 Jonathan M. Horne (associate) $250 Paralegals $125 to $175 To the best of the Committee's knowledge, Jager Smith is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven C. Reingold, Esq. JAGER SMITH P.C. Boston, MA 02111 Tel: (617) 951-0500 E-mail: sreingold@jagersmith.com 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. KINGSBURY CORP: Committee Taps TrueNorth as Financial Advisors -------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Kingsbury Corporation and its debtor affiliates asks the U.S. Bankruptcy Court for the District of New Hampshire authority to retain TrueNorth Capital Partners LLC as its financial advisors. TrueNorth Capital will, among other things: a. assist in the review of reports or filing as required by the Court or the Office of the United States Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; b. review of the Debtors' financial information, including, but not limited to, analyses of cash receipts and disbursements, financial statement items, and proposed transactions for which Court approval is sought; c. review and analysis of the reporting regarding cash collateral; d. reviewing and analyzing Debtors' business, operations and financial projections; and e. analyze the Debtors' business plan, operating budget, and financial projections and assessing the reasonableness. TrueNorth will be compensated on an hourly basis subject to a cap of $7,500 per month, with an additional success fee of $50,000 upon a sale or plan of reorganization, and another $50,000 if the TrueNorth introduces the buyer or capital provider, and will receive payment of its customary and normal business expenses, subject to application, notice and approval by the Court. The individuals presently designated to represent the Committee are Jeffrey B. Gaynor (Lead Managing Director), whose hourly billing rate for these cases is $350.00, Frederick Rossetti (Managing Director), whose hourly billing rate for these cases is $250.00, and Raymond Lynch (analyst), whose hourly billing rate for these cases is $150.00, and certain administrative staff, whose hourly billing rates are $75.00. 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. LAST MILE: Final Hearing on Cash Use Rescheduled for Dec. 1 ----------------------------------------------------------- the U.S. Bankruptcy Court for the Southern District of New York authorized Last Mile Inc. to use cash collateral of Manufacturers and Traders Trust Company for the period from Nov. 9, 2011, through the date which is earliest to occur of (a) Dec. 15, 2011, or (b) a Termination Declaration Date pursuant to and in accordance with the Budget to satisfy (in the order of) (i) all payments required under their ground leases; (ii) all monthly payments to be made in escrow for insurance and taxes; and (iii) operational costs and expenses arising in connection with the administration of the Debtor's estate. The Debtor may move amounts between line items on the Budget consistent with reasonable financial practice, may not exceed any line item on the Budget by more than 10% without the Lender's permission but may apply unused amounts for any line item on the Budget towards the payment of any other lien item on the Budget. A final hearing has been rescheduled on the Debtor's Motion for Dec. 1, 2011, at 11:00 a.m. To the extent not expressly amended or modified by the terms of this Order, all other provisions of the Interim Cash Collateral Order entered on Oct. 21, 2011 (Docket No. 19) will remain in full force and effect. A copy of the Oct. 21 interim cash collateral order is available for free at http://bankrupt.com/misc/lastmile.dkt19.pdf Counsel for Manufacturers and Traders Trust Company, successor-in- interest to Wilmington Trust FSB, may be reached at: Diane E. Vuocolo, Esq. GREENBERG TRAURIG, LLP 2700 Two Commerce Square 2001 Market Street Philadelphia, PA 19103 Tel: (215) 988-7803 Fax: (215) 717-5230 About Last Mile Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting Communications, is a telecommunications services company delivering advanced Ethernet transport services. It specializes in designing, implementing and managing Wide Area Networks that leverage the power of Internet Protocol to link the customers' locations securely, efficiently and cost effectively to support delivery of advanced applications, voice, data and video at scalable broadband speeds. Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-14769) on Oct. 12, 2011. Judge Sean H. Lane presides over the case. Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq, and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York, represent the Debtor as counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Darol Lain, president. LBA PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: LBA Properties, LLC 14132 Nubia Street Baldwin Park, CA 91706 Bankruptcy Case No.: 11-56085 Chapter 11 Petition Date: November 7, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: Michael A. Younge, Esq. LAW OFFICE OF MICHAEL A. YOUNGE 8141 E. Kaiser Boulevard, Suite 200 Anaheim Hills, CA 92808 Tel: (714) 685-1170 Fax: (714) 276-1443 E-mail: youngelaw@aol.com Scheduled Assets: $1,744,000 Scheduled Debts: $1,331,047 The Company did not file a list of creditors together with its petition. The petition was signed by Maria G. Aguilar, chief executive officer. LEHMAN BROTHERS: Gaines' Motion to Lift Stay to Name LBHI in Case ----------------------------------------------------------------- The Estate of Fannie Marie Gaines seeks relief from the U.S. Bankruptcy Court for the Southern District of New York from the automatic stay to permit it to name and serve Lehman Brothers Holdings, Inc., in an action currently pending in the Superior Court for the County of Los Angeles, Central District, entitled Fannie Marie Gaines v. Tornberg, et al., Case No. BC361 768. The California Action is a quiet title action with respect to real property for which the Debtor holds a deed of trust to secure a $865,000 loan. In November 2006, the late Fannie Marie Gaines commenced the California Action against various defendants seeking to obtain title back to her personal residence in Los Angeles, California. Representing the Gaines Estate, Mitchell G. Mandell, Esq., at Norris McLaughlin & Marcus, P.A., in New York -- mmandell@nmmlaw.com -- tells the Bankruptcy Court that Ms. Gaines, who was in excess of 65 years old and not financially sophisticated, became the victim of a fraud after she and her husband defaulted on a $554,000 loan. He asserts that Joshua Tornberg and his business associates, Craig Johnson and Ray Management Group, Inc., fraudulently and illegally induced the Gaines to sell the Property to Mr. Tornberg under the guise that it would be leased back to them with an option to purchase. Mr. Tornberg, then, illegally encumbered the Property with the loan now held by the Debtor that is the subject of the California Action. Mr. Mandell says Ms. Gaines passed away and her son continues the California Action as the executor of her estate. To obtain relief in the California Action, he asserts, the Gaines Estate seeks relief from the automatic stay to name the Debtor in the California Action. He contends that if the Gaines Estate is not permitted to name the Debtor in the California Action, the Gaines Estate cannot obtain complete relief -- title to the Property. Melissa A. Pena, Esq., at Norris McLaughlin & Marcus, P.A., and W. Keith Wyatt, Esq., at Ivie McNeill & Wyatt filed separate declarations in support of the Motion. Parties Stipulate LBHI and the Gaines Estate entered into a stipulation to modify the automatic stay for the limited purpose of allowing the Gaines Estate to name the Debtor as a defendant in the California Action, solely for the purpose of bringing claims to quiet title and to void the Deed of Trust held by the Debtor in the California Action. The Parties also agree to settle the California Action with LBHI or its relevant insurers, if appropriate, provided that the provisions of the automatic stay, including those provisions prohibiting the commencement or continuation of any other judicial proceeding against LBHI that was or could have been commenced prior to the Petition Date, and those provisions prohibiting any act to collect, assess, or recover a claim that arose prior to the Petition Date from LBHI's bankruptcy estate and assets, will remain in full force and effect. The limited relief set forth in the stipulation will not be construed as (i) an admission of any fact, (ii) an admission of liability by LBHI of any claim or cause of action arising from or in relation to the Property or any other matter, (iii) a waiver by LBHI of its right to file a cross-complaint against any party to the California Action, including the Gaines Estate, or (iv) a waiver of any claim, counterclaim or defense by LBHI. Upon the Effective Date of the stipulation, the Motion will be deemed resolved. Bankruptcy Judge Peck approved the stipulation. 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: Lifts Stay to Sell 4 Texas Housing Projects ------------------------------------------------------------ James W. Giddens, as trustee for the liquidation of the business of Lehman Brothers Inc. pursuant to the Securities Investor Protection Act of 1970, entered into a stipulation with borrowers Merrill Lynch Capital Services, Inc., Merrill Lynch Portfolio Management, Inc., Provident Foundation - BK Texas LLC, Provident Group - BK Arizona LLC, Provident Group - BK California LLC, Provident Affordable Housing - Georgia L.L.C., Provident Affordable Housing Resources Inc., formerly known as Provident Housing Resources, Inc., PHR Sharon Park Village L.L.C., and PHR Woodlands Properties L.L.C., to facilitate the sale of four affordable housing projects located in Texas and commonly known as the Lincoln Meadows Apartments, the Summer Brook Apartments, the Summer Oaks Apartments, and the Windcastle Apartments. LBI is the beneficial owner of $13,300,000 principal amount of Tarrant County Housing Finance Corporation Multifamily Revenue Bonds (Lincoln Meadows, Summer Brook, Summer Oaks, Windcastle Projects) Subordinate Series 2001, which are subordinate in right of payment to the Senior Bonds owned by MLPM. Bond Issuer, Tarrant County Housing Finance Corporation, loaned the proceeds of the Projects' Senior Bonds to The Fort Worth Meadows, Inc., now succeeded in interest by Provident Texas. Following a sales effort to obtain buyers for the Projects, Provident Texas determined that the aggregate best and highest offers for the Projects were $24,450,000. The LBI Trustee has determined that the Purchase Price is insufficient to repay the outstanding amounts owed to MLPM as the beneficial owner of the Senior Bonds, and that LBI is not entitled to any portion of the proceeds from the Sale Transaction to the extent that the proceeds are less than the amounts owed to MLPM. Against this backdrop, the Borrowers, Merrill and the LBI Trustee have negotiated and entered into a stipulation concerning their respective rights with respect to the Projects and the Sale Transaction. The Parties agree that the automatic stay in effect in the SIPA Proceeding is modified solely to the extent necessary to permit Provident Texas to sell the Projects and apply the proceeds of the sale. The LBI Trustee is authorized to take action as requested by Merrill, including terminating and releasing LBI's security interests and liens in the Projects, and consenting to the cancellation of the Subordinate Bonds and the Subordinated Note. Except with respect to Exempt Collateral, the LBI Trustee waives any right to redemption and, to the extent applicable, any right to disposition notification, provided that Merrill will provide the LBI Trustee with prompt notice upon the consummation of the Sale Transaction and of the application of any funds received in connection therewith. Notwithstanding any provision of this Stipulation or the Subordination Agreement to the contrary, (a) Merrill will not be entitled to any portion of the Exempt Collateral, and (b) the LBI Trustee is authorized to setoff the obligations of Provident Texas and the other Borrowers under the Subordinate Credit Agreement by exercising its rights with respect to the Exempt Collateral. In the event that the Sale proceeds exceed the sum of (a) the amounts owed to MLPM as beneficial owner of the Senior Bonds, and (b) any amounts then required to be paid or delivered to MLPM under the Senior Credit Agreement, the excess amounts will be promptly paid to the LBI Trustee to be applied to Provident Texas's obligations, in accordance with instructions to be delivered by the LBI Trustee to MLPM and Provident Texas. The stipulation was approved by the Court on November 1, 2011. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Judge James Peck on Aug. 30, 2011, approved the disclosure statement, which outlines the major provisions of Lehman's $65 billion liquidation plan. The proposed plan would enable LBHI and its affiliated debtors to pay an estimated $65 billion to their creditors. Voting on the Plan ends on Nov. 4, 2011. A hearing to consider confirmation of the Plan is set for Dec. 6, 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Assigns Trust Agreement to Barclays Bank --------------------------------------------------------- Prior to the commencement of its proceeding under the Securities Investor Protection Act of 1970, Lehman Brothers Inc., as depositor, entered into a Series Trust Agreement with U.S. Bank National Association, as trustee, for the Restructured Asset Certificates with Enhanced Returns, Series 2005-20-S Trust. The LBI Trustee, the RACERS Trustee and Barclays Bank PLC, as assignee, desire to assign LBI's rights as Depositor under the Trust Agreement. Accordingly, the Parties agree that effective upon the timely payment to and receipt by the LBI Trustee of $25,000, (i) LBI assumes and assigns to Barclays all of its rights as Depositor, and transfers and delegates to Barclays all of LBI's obligations as Depositor under the Trust Agreement, and (ii) Barclays acquires all of LBI's rights as Depositor and assumes all of LBI's obligations as Depositor under the Trust Agreement. The LBI Trustee and the LBI bankruptcy estate will continue to be entitled to receive amounts, if any, that were due under the Trust Agreement prior to the Effective Date, provided that to the extent proceeds of the RACERS Trust have been distributed to the Assignee, any amounts due under the Trust Agreement to the LBI Trustee will be payable by the Assignee. Each of the RACERS Trust, the RACERS Trustee and the Assignee waive any cure costs, if any, it may have in connection with this assignment and the Assignee agrees to pay cure costs that may be approved by the Court in connection with the assumption of the Trust Agreement. The Parties will be deemed to waive any other claims they may have against the other Parties relating to the Trust Agreement that arose prior to the Effective Date. U.S. Bank is executing the Stipulation solely in its capacity as RACERS Trustee and not in its individual capacity. Judge Peck approved the Stipulation. 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: Seeks Disallowance of JPMorgan Claims ------------------------------------------------------ Lehman Brothers Holdings Inc. and its affiliated debtors ask the Court to disallow and expunge the claims filed by JPMorgan Intermediate Bond Trust and two other funds of JPMorgan Chase Bank N.A. The claims, designated as Claim Nos. 22886, 23011 and 23024, are duplicative of Claim No. 21802, a general unsecured claim asserted by the Bank of New York Mellon. BNY Mellon serves as trustee for holders of notes which were issued under a 1996 indenture entered into by LBHI and the Bank of New York. The terms of the indenture authorize the trustee to file a proof of claim on behalf of all holders of securities issued under the indenture. Separately, LBHI asks the Court to reduce the amount asserted in Kaupthing Bank hf's claim from $3,485,908 to $1,000,000, and allow it as a general unsecured claim. A review of Kaupthing Bank's documents in support of its claim and Lehman's books and records reportedly shows that the amount asserted by the bank is overstated. 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: Suit Over Lehman Securities vs. Perrigo Pending ---------------------------------------------------------------- Perrigo Company continues to defend a second amended shareholder class action complaint over securities purchased from Lehman Brothers Holdings, Inc., according to the Company's Oct. 27, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended Sept. 24, 2011. On March 11, 2009, a purported shareholder of the Company named Michael L. Warner filed a lawsuit in the United States District Court for the Southern District of New York against the Company and certain of its officers and directors, including the President and Chief Executive Officer, Joseph Papa, and the Chief Financial Officer, Judy Brown, among others. The plaintiff sought to represent a class of purchasers of the Company's common stock during the period between November 6, 2008 and February 2, 2009. The complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1034. The plaintiff generally alleged that the Company misled investors by failing to disclose, prior to February 3, 2009, that certain auction rate securities held by the Company, totaling approximately $18,000 in par value (the ARS), had been purchased from Lehman Brothers Holdings, Inc. The plaintiff asserted that omission of the identity of Lehman as the seller of the ARS was material because after Lehman's bankruptcy filing, on September 15, 2008, the Company allegedly became unable to look to Lehman to repurchase the ARS at a price near par value. The complaint sought unspecified damages and unspecified equitable or injunctive relief, along with costs and attorneys' fees. On June 15, 2009, the Court appointed several purported shareholders of the Company, namely CLAL Finance Batucha Investment Management, Ltd., The Phoenix Insurance Company, Ltd., Excellence Nessuah Mutual Funds Management, Ltd. and Excellence Nessuah Gemel & Pension, Ltd., as Co-Lead Plaintiffs. On July 31, 2009, these Co-Lead Plaintiffs filed an amended complaint. The amended complaint dropped all claims against the individual defendants other than Joseph Papa and Judy Brown, and added a "control person" claim under Section 20(a) of the Exchange Act against the members of the Company's Audit Committee. The amended complaints asserted many of the same claims and allegations as the original pleading. It also alleged that the Company should have disclosed, prior to February 3, 2009, that Lehman had sold the ARS to the Company and had provided the allegedly inflated valuation of the ARS that the Company adopted in its Form 10-Q filing for the first quarter of fiscal 2009, which was filed with the SEC on November 6, 2008. The amended complaint also alleged that some portion of the write-down of the value of the ARS that the Company recognized in the second quarter of fiscal 2009 should have been taken in the prior quarter, immediately following Lehman's bankruptcy filing. On September 28, 2009, the defendants filed a motion to dismiss all claims against all defendants. On September 30, 2010, the Court granted in part and denied in part the motion to dismiss. The Court dismissed the "control person" claims against the members of the Company's Audit Committee, but denied the motion to dismiss as to the remaining claims and defendants. On October 29, 2010, the defendants filed a new motion to dismiss the amended complaint on the grounds that the Co-Lead Plaintiffs (who were the only plaintiffs named in the amended complaint) lacked standing to sue under the U.S. securities laws following a recent decision of the United States Supreme Court holding that Section 10(b) of the Exchange Act does not apply extraterritorially to the claims of foreign investors who purchased or sold securities on foreign stock exchanges. On December 23, 2010, a shareholder named Harel Insurance, Ltd., filed a motion to intervene as an additional named plaintiff. Although Harel is a non-U.S. investor, it claims to have purchased the Company's common stock on a U.S. exchange. On January 10, 2011, the original plaintiff, Warner, filed a motion renewing his previously withdrawn motion to be appointed as Lead Plaintiff to replace the Co-Lead Plaintiffs. On September 28, 2011, the Court granted the defendants' renewed motion to dismiss. The Court (i) dismissed the claims of the then-Co-Lead Plaintiffs; (ii) ruled that any class that might ultimately be certified could only consist of persons who purchased their Perrigo shares on the NASDAQ market or by other means involving transactions in the United States; (iii) granted Harel's motion to intervene as a named plaintiff, subject to the filing by Harel of an amended complaint alleging that Harel's purchases of Perrigo stock were made in the United States; (iv) ruled that Warner would be treated as a named plaintiff; and (v) left for later the selection of Lead Plaintiffs. On October 7, 2011, plaintiffs filed a second amended complaint on behalf of both Harel and Warner as named plaintiffs, alleging the same claims as in the amended complaint but on behalf of a purported class limited to those who purchased Perrigo stock on the NASDAQ market or by other means involving transactions in the United States. The second amended complaint alleges that Harel purchased Perrigo stock on the NASDAQ market during the purported class period. Also on October 7, 2011, the plaintiffs filed a stipulation seeking to appoint Harel and Warner as the new co-lead plaintiffs, subject to approval of the Court. Defendants have not yet responded to the second amended complaint and discovery has not commenced. Perrigo Company -- http://www.perrigo.com/-- is a global healthcare supplier that develops, manufactures and distributes over-the-counter and prescription pharmaceuticals, nutritional products, active pharmaceutical ingredients, and pharmaceutical and medical diagnostic products. The company operates in three segments: Consumer Healthcare, Rx Pharmaceuticals and API. The company has other category that consists of the Israel Pharmaceutical and Diagnostic Products. The company operates through wholly owned subsidiaries. In the United States, its operations are conducted through L. Perrigo Company, Perrigo Company of South Carolina, Inc., Perrigo New York, Inc., Perrigo Holland, Inc. and Perrigo Florida, Inc. Outside the United States, its operations are conducted through Perrigo Israel Pharmaceuticals Ltd., Chemagis Ltd., Quimica y Farmacia S.A. de C.V., Laboratorios Diba, S.A., Wrafton Laboratories Limited, Brunel Pharma Limited and Galpharm Healthcare Ltd. 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) LIBBEY INC: Files Form 10-Q, Reports $7.1 Million Q3 Net Loss ------------------------------------------------------------- Libbey Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $7.12 million on $207.24 million of net sales for the three months ended Sept. 30, 2011, compared with net income of $2.34 million on $200 million of net sales for the same period during the prior year. The Company also reported net income of $21.53 million on $602.27 million of net sales for the nine months ended Sept. 30, 2011, compared with net income of $67.32 million on $576.94 million of net sales for the same period a year ago. 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. A full-text copy of the Form 10-Q is available for free at: http://is.gd/8EJwPu 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. * * * 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. LIFT LLC: Wants to Employ McGlinchey Stafford as Special Counsel ---------------------------------------------------------------- LIFT (Louisiana Institute of Film Technology), LLC, asks the U.S. Bankruptcy Court for the Eastern District of Louisiana for permission to employ the the law firm of McGlinchey Stafford, PLLC, as Special Counsel to the Debtor, in connection with the Debtor's claims for recovery of tax credits from the State of Louisiana which are the most substantial assets of the Debtor's estate. The hearing on the motion is scheduled for Nov. 28, 2011, at 2:00 p.m. Objections are due by Nov. 21, 2011. McGlinchey is a creditor of the Debtor with a claim amount for services rendered that has not been definitively quantified. To the best of the Debtor's knowledge, information and belief, McGlinchey does not have any connection with the Debtor, other than in relation to the claims against the State of Louisiana which is the basis for this motion, their respective attorneys or other professionals, or any employee of the office of the United States Trustee. McGlinchey has agreed to act as special counsel for a contingency fee of 30% of any gross proceeds received by the Debtor related to its claim for damages against the State of Louisiana, subject to adjustment of up to 12% more in the event prior counsel must also be paid a contingency fee. New Orleans, Louisiana-based LIFT (Louisiana Institute of Film Technology) LLC is the subject of an involuntary Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New Orleans. Judge Jerry A. Brown presides over the case. Malcolm Petal asserts a claim for $1,218,500 on account of a loan. William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC, in New Orleans, represents the Debtor as counsel. No trustee or examiner has been appointed, and no official committee of creditors or equity interest holders has been established. LOCATION BASED TECH: Joins 7th Annual Growth Stock Conference ------------------------------------------------------------- Location Based Technologies Inc. announced, that Dave Morse, chief executive officer, will be presenting at the 7th Annual Fall Growth Stock Conference hosted by Security Research Associates, Inc. The conference will be held on Tuesday, Nov. 15, 2011, at the Le Meridien San Francisco. Mr. Morse will begin his presentation at 12:30pm PT. Conference attendees will include a select group of institutional portfolio managers and analysts, and will feature CEO's and CFO's from some of the fastest growing companies in the technology sector. SRA has arranged for webcasting of company presentations during this event. To access the lobby page for the webcast of presenting companies please go to: http://www.videonewswire.com/event.asp?id=82625. In addition, the webcast and archived replay of the Company's presentation may be accessed in the Investor Relations section of the Company's Web site at www.pocketfinder.com. About Location Based Technologies Headquartered in Irvine, Calif., Location Based Technologies, Inc. (OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs, develops, and sells personal, pet, and vehicle locator devices and services. As reported in the Troubled Company Reporter on Dec. 22, 2010, Comiskey & Company, in Denver, Colo., expressed substantial doubt about Location Based Technologies' ability to continue as a going concern following its results for the fiscal year ended August 31, 2010. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $28,800,000 and a working capital deficit in excess of $5,900,000. The Company's balance sheet at May 31, 2011, showed $1.77 million in total assets, $7.70 million in total liabilities, and a $5.93 million stockholders' deficit. LOS ANGELES DODGERS: Wants to Market TV Rights Ahead of Schedule ---------------------------------------------------------------- The Wall Street Journal's Matthew Futterman reports that lawyers for the Los Angeles Dodgers on Saturday asked a U.S. bankruptcy court in Delaware for permission to market the team's local media rights nearly a year ahead of schedule as part of the sale of the team. According to the report, Dodgers owner Frank McCourt and his financial advisors at Blackstone, which is managing the sale, want to market the future rights to give prospective bidders for the team a clear understanding of just how much they can make from the team. Under their plan, News Corp.'s Fox unit would have an exclusive period to negotiate with prospective bidders before Blackstone opens discussions with other potential investors. Fox, which owns the local media rights through 2013, has claimed the Dodgers cannot market the future rights to outside bidders until the end of 2012. The Journal says the media rights to the Dodgers are expected to drive the auction for the team, which will take place over the next several months. MACCO PROPERTIES: Wants to Obtain DIP Loan from Frontier State -------------------------------------------------------------- Michael E. Deeba, Chapter 11 Trustee of the Bankruptcy estate of Macco Properties, Inc., asks the U.S. Bankruptcy Court for the Western District of Oklahoma to: a) approve a postpetition financing agreements with Frontier State Bank; b) approve the execution of the Change In Terms Agreements; c) authorize the execution of the promissory notes, loan agreements, mortgages and/or guaranties necessary to effectuate the Change In Terms Agreements. The trustee may use postpetition financing transactions outside the ordinary course of business in amounts necessary to avoid immediate and irreparable harm to the Debtor's estate. Macco is indebted to Frontier under the terms of four Commercial Loan Guaranty Agreements by which Macco unconditionally guaranteed to Frontier obligations of two limited liability companies of which Macco is 100% owner and manager: (a) Newport Granada, LLC; and (b) Emerald Court, LLC. The status of each of the respective loans owed by those entities, and by Macco as guarantor, is as follows: Maturity Entity Loan No. Principal Date ------ -------- --------- --------- Newport Granada 4000125900 $2,999,774 12/10/2027 Newport Granada/ 4000355600 $837,837 01/01/2011 Emerald Court Emerald Court 4000125800 $2,470,491 12/27/2027 Macco is the 100% owner/sole member of the limited liability companies Newport Granada and Emerald Court. Pursuant to the Oklahoma Limited Liability Company Act, Macco's membership interest in the limited liability companies constitutes the personal property of the member. Upon Macco's bankruptcy filing, it effectively transferred its membership interest to the estate. The trustee relates that he has been in negotiation with Frontier which has agreed that if the interest payments were brought current, it would agree to the execution of Change In Terms Agreements under which the trustee will commence making regularly scheduled monthly interest only payments for both Newport Granada and Emerald Court by Nov. 10, 2011. The Trustee states it is in the best interest of the estate that an agreement be reached with Frontier for execution of the Change In Terms Agreements and a new restructuring of the loans to Newport Granada and Emerald Court which are guaranteed by Macco. The terms of the Change In Terms Agreements and the associated loan documents provides for: a. With regard to Newport Granada Loan No. 4000125900, the payment of interest only beginning Nov. 10, 2011, and monthly thereafter until April 10, 2012, with regular monthly payments of $24,368 beginning May 10, 2012; b. With regard to Newport Granada and Emerald Court Loan No. 4000355600, the payment of interest only beginning Nov. 10, 2011, and monthly thereafter until Sept. 1, 2012; and c. With regard to Emerald Court Loan No. 4000125800, the payment of interest only beginning Nov. 10, 2011, and monthly thereafter until April 10, 2012, with regular monthly payments of $20,068 beginning May 10, 2012. The trustee is represented by: James H. Bellingham, Esq. Janice D. Loyd, Esq. BELLINGHAM & LOYD, P.C. 620 North Robinson, Suite 207 Oklahoma City, OK 73102-6217 Tel: (405) 235-9371 Fax: (405) 232-1003 E-mail: jbellingham@bellinghamloyd.com jdltrustee@bellinghamloyd.com About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., is a property management company that is the sole or controlling member and/or manager of numerous multi-family residential rental units in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas, and several and commercial business properties in Oklahoma City, Oklahoma, and Holbrook, Arizona. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. G. Rudy Hiersche, Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City, Oklahoma. On May 31, 2011, the Bankruptcy Court entered its Order approving the appointment of Michael E. Deeba as Chapter 11 Trustee of the Bankruptcy estate of Macco. MACROSOLVE INC: Appoints Randy Ritter as Chief Operating Officer ---------------------------------------------------------------- In a move to further enhance its management team and drive execution in an era of unprecedented demand for the Company, MacroSolve, Inc., appointed Randy Ritter as its Chief Operating Officer. Mr. Ritter is a telecommunications and mobility executive with a track record of increasing revenues and efficiencies at companies including Sprint Nextel and One Communications. Effective Nov. 1, 2011, the Company entered into an employment agreement with Mr. Ritter. The Agreement can be terminated at any time by either party upon 60 days prior written notice. The base salary under the Agreement is initially $250,000, which shall be paid 50% in cash and 50% in shares of the Company's common stock, determined by the volume weighted average trading price for the three trading days prior to the end of each calendar quarter. The Company will increase the amount of the Cash Salary as cash is available, as determined by the Executive Committee, until the annual base salary is paid completely in cash. Mr. Ritter received 50,000 shares of Common Stock as a signing bonus. With an eye on the promising future of mobility solutions, MacroSolve is repositioning its management team to optimize its full expert potential. One of the key moves has been repositioning Clint Parr as the Executive Vice President, where he will be in charge of business development. With his adeptness in developing business connections - such as MacroSolve's partnerships with Donald Trump, Jr. and The Richards Group, Parr is in a positive position to captain the Company into the growth of tomorrow. "These national partners are key revenue drivers and relationships that Clint has fostered," said MacroSolve President and CEO, Steve Signoff. "In his new position, Clint will focus directly on revenue generation through national distribution partnerships." "We are very pleased that Randy has taken the opportunity to join MacroSolve at this pivotal point. I worked closely with Randy at Sprint, where he led the Product Marketing & Management Organization for the Business to Business marketplace. He was pivotal in driving execution and ramping profitable revenues efficiently through new product development, management and marketing," added Signoff. "We believe we've put in place the team to execute on the enormous opportunity in mobile apps." About MacroSolve, Inc. Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE) -- http://www.macrosolve.com/-- is a technology and services company that develops mobile solutions for businesses and government. A mobile solution is typically the combination of mobile handheld devices, wireless connectivity, and software that streamlines business operations resulting in improved efficiencies and cost savings. The Company's balance sheet at June 30, 2011, showed $1.86 million in total assets, $2.48 million in total liabilities, and a $612,657 total stockholders' deficit. As reported in the Troubled Company Reporter on April 7, 2010, Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted of the Company's recurring losses from operations and net capital deficiency. MADISON 92ND: Taps Rosenweig & Wolosky to Assist in Courtyard Suit ------------------------------------------------------------------ Madison 92nd Street Associates LLC asks the U.S. Bankruptcy Court for the Southern District of New York to employ Rosenweig & Wolosky LLP as co-special counsel. Olshan will, among other things: -- represent the Debtor in connection with the Debtor's relationship with Courtyard Management Corporation, a subsidiary of Marriott International Inc., and its affiliates, including, but not limited to, rejection of the management agreement and related matters regarding Marriott; -- work with the Debtor's general counsel with respect to obtaining cash collateral; and -- represent or assist the Debtor in other matters as the Debtor may request in connection with the Debtor's relationship with Courtyard. Eric Goldberg of Olshan tells the Court that the firm performed prepetition services in connection with a possible sale of the hotel and bankruptcy filing. As a result of the services rendered, Olshan received payments from Robert Gladstone in the toyal amount of $42,000 and has asserted a claim against Louis Taic. The Debtor also scheduled its indebtedness to Olshan at $93,876. To the best of the Debtor's knowledge, Olshan is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About Madison 92nd Madison 92nd Street Associates, LLC, owns real property improved by a hotel located at 410 East 92nd Street, New York, known as the Upper East Side Courtyard by Marriott. It filed for Chapter 11 bankruptcy protection as lender General Electric Capital Corp., owed $74 million, has scheduled a foreclosure sale for Aug. 24, 2011. The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed Aug. 16, 2011, before Judge Stuart M. Bernstein. J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the Debtor's counsel. It scheduled $84,471,069 in assets and $75,398,580 in debts. The petition was signed by Louis Taic, managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow, managing member of JKNY, LLC, members of the Debtor. Courtyard Management Corporation, which manages and operates the hotel pursuant to a management agreement, is represented by Thomas R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP (US). The Bankruptcy Judge appointed an examiner to explore the best route to reorganization for the Debtor amid a rift between two investor groups. MADISON 92ND: Katten and KKC McDaniel to Handle Courtyard Suit -------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized Madison 92nd Street Associates LLC to employ Katten Muchin Rosenman as special litigation counsel; and KKC McDaniel PLLC as special litigation consultant. The firms are expected to, among other things: i) represent the Debtor in connection with that certain action pending in the Supreme Court, New York County against Courtyard Management Corporation which the Debtor intends to continue prosecuting; ii) represent and assist the Debtor in connection with any matters relating to claims and defenses of the Debtor with respect to Courtyard in connection with the Management Agreement between Courtyard and the Debtor dated Oct. 7, 2002, as amended; and iii) represent and assist the Debtor in other matters as the Debtor may request in connection with the Debtor's relationship with Courtyard. To the best of the Debtor's knowledge, the firms are "disinterested" as that term is defined in section 101(14) of the Bankruptcy Code. About Madison 92nd Madison 92nd Street Associates, LLC, owns real property improved by a hotel located at 410 East 92nd Street, New York, known as the Upper East Side Courtyard by Marriott. It filed for Chapter 11 bankruptcy protection as lender General Electric Capital Corp., owed $74 million, has scheduled a foreclosure sale for Aug. 24, 2011. The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed Aug. 16, 2011, before Judge Stuart M. Bernstein. J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the Debtor's counsel. It scheduled $84,471,069 in assets and $75,398,580 in debts. The petition was signed by Louis Taic, managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow, managing member of JKNY, LLC, members of the Debtor. Courtyard Management Corporation, which manages and operates the hotel pursuant to a management agreement, is represented by Thomas R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP (US). The Bankruptcy Judge appointed an examiner to explore the best route to reorganization for the Debtor amid a rift between two investor groups. MAQ MANAGEMENT: Deadline for Disclosure Statement Today ------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida ordered that MAQ Management, Inc., will have until and including Nov. 14, 2011, within which to file their Disclosure Statement to the Debtors' consolidated Chapter 11 Plan of Reorganization. As reported in the Troubled Company Reporter on Oct. 21, 2011, MOA Management, Inc., Super Stop Petroleum, Inc., Super Stop Petroleum, I, Inc., and Super Stop Petroleum IV, Inc., filed their Consolidated Chapter 11 Plan of Reorganization (Doc. No. 205), with the U.S. Bankruptcy Court for the Southern District of Florida, in compliance with the Court Order. The Plan designates 16 Classes of Claims and Interests: Class 1 - Priority Claims Class 2 - County Tax Collectors Class 3 - Branch Banking and Trust Company Class 4 - Giant Oil, Inc. Class 5 - Fifth Third Bank Class 6 - 1st National Bank of South Florida Class 7 - First State Bank of Arcadia Class 8 - Wauchula State Bank Class 9 - Iberia Bank Class 10 - Premier American Bank, N.A. Class 11 - Capital Bank, N.A. (f/k/a NAFH National Bank) Class 12 - [INTENTIONALLY OMMITTEE] Class 13 - General Unsecured Claims (of the Class 3?12 Claimants) Class 14 - Unsecured Deficiency Claims Class 15 - Related Party Unsecured Claims Class 16 - Equity Interests of the Debtors Holders of allowed Class 1 Priority Claims will be paid in full within 30 days of the Effective Date of the Plan. Secured creditors (Classes 3 through 12) will be paid from cash flow generated from future operations and future income of the Debtors. The precise treatment of the claims of secured creditors in Classes 3 through 12 are found in pages 7 to 15 of the plan. Upon default of the Plan provisions which is not cured by the Debtors within 60 days of such default with respect to Classed 3 through 12, the Debtors consent to entry of a foreclosure judgment with respect to the collateral securing the defaulted Claim. The Allowed Class 13 General Unsecured Creditors claims will be paid the entire amount of their allowed claims in 20 equal quarterly installments beginning on the later of 90 days following (x) the Effective Date or (y) the claims objection deadline, except that those allowed Class 13 Claims totaling $1,000 or less will not be paid in installments but will receive their entire pro rata distribution in one lump sum within 365 days of the Effective Date. The Allowed Class 15 Unsecured Claims of affiliates, insiders and related parties of the Debtors will be subordinated to all allowed claims to be distributed by the Estates on a pro rata basis in 20 equal quarterly installments beginning on the later of 90 days following (x) the Effective Date or (y) the claims objection deadline. MAQ, SSP I, and SSP IV will merge with and into SSP, with SSP being the surviving entity. SSP's existing equity will be canceled. Muhammad A. Quareshi, or his assignee, will deposit $100,000 into SSP's account on or before the Effective Date, and 100% of the authorized capital stock of SSP will be issued to Mr. Qureshi or his assignee. A copy of the Consolidated Plan is available at: http://bankrupt.com/misc/maq.consoldatedplan.dkt205.pdf About MAQ Management Based in Boca Raton, Florida, MAQ Management, Inc., and three other affiliates serve as commercial landlords to convenience stores and gas stations in primarily in South Florida. They filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to 11-26574) on June 15, 2011. Affiliates that sought Chapter 11 protection are Super Stop Petroleum, Inc., Super Stop Petroleum I, Inc., and Super Stop Petroleum IV, Inc. Judge Erik P. Kimball presides over the case. MAQ Management estimated assets and debts of $1 million to $10 million. Super Stop estimated assets and debts of $10 million to $50 million. The petitions were signed by Mahammad A. Qureshi, CEO. Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L., in Tampa, Florida, serve the Debtors as substitute counsel. The U.S. Trustee announced that until further notice, it will not appoint a committee of creditors for the Debtors' cases. stores and gas stations in primarily in South Florida. As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et al., filed their Consolidated Chapter 11 Plan of Reorganization (Doc. No. 205), with the U.S. Bankruptcy Court for the Southern District of Florida, in compliance with the Court's Order. MAQ MANAGEMENT: McIntyre Panzarella OK'd as Substitute Counsel -------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized, on an interim basis, MAQ Management, Inc., et al., to employ Richard J. McIntyre and the Law Firm of McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L. as substitute counsel. The Debtor is further authorized to employ the McIntyre Firm as substitute counsel for these Adversary Proceedings: 1. 11-02521-EPK IBERIABANK v. Super Stop Petroleum, Inc. et al; 2. 11-02522-EPK Florida Community Bank, NA v. Super Stop Petroleum, Inc. et al; 3. 11-02523-EPK MAQ Management, Inc. v. Flohio, LLC et al; 4. 11-02524-EPK IBERIABANK v. MAQ Management, Inc.; 5. 11-02525-EPK Super Stop Petroleum, Inc. v. Marcus & Millichap Real Estate Investment Services. To the best of the Debtors' knowledge, the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About MAQ Management Based in Boca Raton, Florida, MAQ Management, Inc., and three other affiliates serve as commercial landlords to convenience stores and gas stations in primarily in South Florida. They filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to 11-26574) on June 15, 2011. Affiliates that sought Chapter 11 protection are Super Stop Petroleum, Inc., Super Stop Petroleum I, Inc., and Super Stop Petroleum IV, Inc. Judge Erik P. Kimball presides over the case. MAQ Management estimated assets and debts of $1 million to $10 million. Super Stop estimated assets and debts of $10 million to $50 million. The petitions were signed by Mahammad A. Qureshi, CEO. Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L., in Tampa, Florida, serve the Debtors as substitute counsel. The U.S. Trustee announced that until further notice, it will not appoint a committee of creditors for the Debtors' cases. stores and gas stations in primarily in South Florida. As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et al., filed their Consolidated Chapter 11 Plan of Reorganization (Doc. No. 205), with the U.S. Bankruptcy Court for the Southern District of Florida, in compliance with the Court's Order. MEDIACOM BROADBAND: S&P Assigns 'BB-' Rating to Credit Facility --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '2' recovery rating to Mediacom Broadband Group's subsidiaries, MCC Iowa LLC, MCC Illinois LLC, MCC Georgia LLC and MCC Missouri LLC (collectively, the "Borrowers") amended and restated $216 million revolving credit facility due December 2016. The '2' recovery rating indicates our expectations for substantial (70%-90%) recovery in the event of a payment default. Mediacom Broadband Group is a subsidiary of Middletown, N.Y.-based cable TV operator Mediacom Communications Corp. (Mediacom). The company intends to use proceeds from this new revolving credit facility to repay and retire its existing $430 million revolving credit facility due December 2012. All other ratings on Mediacom, including the 'B+' corporate credit rating, remain unchanged. The ratings on Mediacom reflect a highly leveraged financial profile, a mature core basic video services business with modest revenue growth prospects, below-industry-average high-speed data (HSD) and telephony penetration, and competitive pressures on both the video customer base from direct-to-home (DTH) satellite TV providers and HSD customers from telephone companies. Partly tempering these factors are the company's position as the leading provider of pay-TV services in its markets and expectations for limited video competition from the local telephone operators. On a consolidated basis, Mediacom, which serves about 1.1 million basic video subscribers, has $3.6 billion of outstanding debt. (For the complete corporate credit rating rationale, see the summary analysis on Mediacom, published Sept. 2, 2011, on RatingsDirect on the Global Credit Portal.) Ratings List Mediacom Communications Corp. Corporate Credit Rating B+/Stable/-- New Ratings MCC Iowa LLC MCC Illinois LLC MCC Georgia LLC MCC Missouri LLC Amended and restated $216 mil revolving credit facility due 2016 BB- Recovery Rating 2 MERCEDES HOMES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Mercedes Homes of the Carolinas, LLC 6905 N. Wickham Road, #501 Melbourne, FL 32940 Bankruptcy Case No.: 11-41131 Chapter 11 Petition Date: November 8, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Traci H. Rollins, Esq. SQUIRE, SANDERS & DEMPSEY (US) LLP 777 S. Flagler Drive, # 1900 W. West Palm Bch, FL 33401 Tel: (561) 650-7256 E-mail: trollins@ssd.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Keith H. Buescher, chief executive officer. Previous bankruptcy filings by the Debtor and its affiliates: Entity Case No. ------ -------- Mercedes Homes, Inc. 09-11191 Space Coast Truss, Inc. 09-11194 Mercedes Homes of Texas Holding Corp. 09-11197 Suntree Office Complex, LLC 09-11201 Engineering and Drafting Services, Inc. 09-11203 Mercedes Homes of the Carolinas, Inc. 09-11204 MHI Holding Company, LLC 09-11205 Mercedes Homes of Texas, Ltd. 09-11207 MHI Building Products, LP 09-11208 Solid Wall Systems, Inc. 09-11209 Dairy Towns Community Developers, Inc. 09-11211 MF GLOBAL: Stroock Represents Exchange Members in Liquidation ------------------------------------------------------------- Stroock & Stroock & Lavan LLP has been retained by a group of futures and commodities members from NYMEX and COMEX in connection with the liquidation proceedings of MF Global, Inc. in the United States Bankruptcy Court for the Southern District of New York. The group is led by David Rosen and Daniel Shak. The Stroock team includes bankruptcy partners Lewis Kruger, Andrew DeNatale and Mark Speiser. Stroock & Stroock & Lavan LLP is a law firm providing transactional and litigation guidance to leading multinational corporations, investment banks and private equity firms in the U.S. and abroad. Stroock's emphasis on client service and innovation has made it one of the nation's leading law firms for over 130 years. Stroock's practice areas include capital markets/securities, commercial finance, mergers and acquisitions and joint ventures, private equity, private funds, derivatives and commodities, employment law and benefits, energy and project finance, entertainment, environmental law, financial restructuring, financial services litigation, insurance, intellectual property, investment management, litigation, personal 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: Masked Borrowing Levels To Investors, Says WSJ --------------------------------------------------------- An analysis by The Wall Street Journal revealed that for the past two years MF Global Holdings Ltd. may have disguised its debt levels to investors by temporarily slashing the debt it was carrying before publicly reporting its finances each quarter. According to the Journal, this activity -- dubbed in the financial industry as "window dressing" -- suggests that MF Global was shouldering more risk and using more borrowed funds to facilitate its trading than investors could easily detect from the firm's regulatory filings. The Journal's analysis comes as it emerged that MF Global, which filed for bankruptcy protection amid questions about its bookkeeping and whether it had properly segregated customer funds, lobbied against a proposal from the Commodity Futures Trading Commission that would have placed tighter restrictions on how futures trading firms can invest cash sitting in customer trading accounts. The Journal recalled that MF Global Chief Executive Officer Jon Corzine, in a July conference call with CFTC officials, strongly opposed the restrictions, saying they would hurt his business. Indeed, the CFTC proposal, which has not been voted on, is sure to gain greater scrutiny amid charges that MF Global's customer accounts are short by about $633 million, the Journal stated. In a Dec. 2, 2010 comment letter, jointly written with brokerage firm Newedge USA LLC, MF Global said the proposed restrictions were seeking to "fix something that is not broken," the Journal relayed. CFTC Chairman Gary Gensler said on a Nov. 3 congressional hearing that regulators are taking all appropriate action to get to the bottom of the shortfall, the Journal further relayed. As of this time, MF Global's investments of customer assets contributed to the discrepancy, the Journal pointed out. People familiar with the investigation told the Journal that MF Global may have taken cash from customer accounts to meet margin calls sparked by ratings downgrades and the declining value of its big bets on European government debt. Still, the firm's aggressive approach to the issue speaks to its strong appetite for risk even as European markets spiraled this summer, the Journal said. That appetite, however, was not always completely apparent to investors, the Journal said. Indeed, the Journal's analysis shows that MF Global consistently had short-term borrowings that were much lower at the end of its fiscal quarters than its average and peak levels for the full quarters. Specifically, from late 2009 to mid-2011, MF Global's quarter-end borrowings were an average 16% lower than the quarterly average, according to the Journal analysis. The Journal analysis further showed that the quarter- end numbers were lower than the peak for each quarter by an average of 24%. For one, MF Global's short-term borrowings for the third quarter in 2010 were listed as $18.7 billion when it reported to shareholders, the Journal disclosed. In contrast, those borrowings peaked at $28.4 billion or 34% higher and averaged $24.4 billion during the relevant period, according to the Journal analysis. While window dressing is not illegal, it can mask a financial institution's true levels of borrowing and risk-taking, the Journal said. That is an issue of particular concern with MF Global, where borrowings fueled large trades on European sovereign debt that helped lead to the firm's demise, the Journal wrote. "Every quarter, seven quarters in a row, it's always lower," Charles Mulford, an accounting professor at the Georgia Institute of Technology told the Journal. "It sounds like they are actively managing their [borrowing] to see that the level is lower when they report to shareholders." MF Global maintained its debt declined at the end of the quarters for legitimate reasons, according to the Journal. The Company said in its filings with the U.S. Securities and Exchange Commission filings that its borrowings fluctuate as part of "client facilitation activities" and market conditions, according to the report. An MF Global spokeswoman also stated that the firm did not lower its reported borrowings deliberately, the Journal relayed. The spokeswoman said the firm believes that its quarter-end numbers conveyed an accurate picture to investors of its level of risk and leverage, the report added. Mr. Mulford said that explanation raised questions. "I'm left to wonder why client needs are always reduced at the end of the quarter," he told the Journal. The SEC asked MF Global in March about its disclosures on its borrowings, the Journal reported, citing a correspondence between the agency and the firm. The SEC urged the Company to provide "more robust" explanations when its borrowings declined at the end of a reporting period, though it did not specifically ask the firm about window dressing, the correspondence cited. In response, MF Global provided additional detail on its borrowing in its annual report in May, the Journal noted. MF Global also told the SEC in June that it would provide more disclosure in its securities filings in the future, the report said. SEC spokesperson John Nester said the queries were routinary and that the agency has asked similar questions of other financial institutions, not just MF Global, the Journal relayed. The Journal disclosed that the SEC proposed a rule that would require companies to disclose more about their short-term borrowing, but has yet to take final action on the rule. Banks are currently required to disclose their average borrowings only on an annual basis, and nonfinancial companies are not required to disclose their average borrowings at all, the Journal said. In addition, the CFTC proposal would restrict the percentage of total assets in segregated accounts a firm could invest in certain securities, The Journal said. Currently, there are no such limitations, the report added. 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: Australian Clients Not Guaranteed Full Return -------------------------------------------------------- Chris Campbell, a partner at Deloitte, who was appointed administrator of MF Global's Australian units, said he is unable to guarantee that clients would get 100 cents on the dollar because he had yet to secure funds caught up in the group's complex global web, Ben Butler of The Sydney Morning Herald reported. According to the administrator, the Australian units were in the black when its directors pulled the plug, the report related. Mr. Campbell said the company had 20,700 client accounts, although "people will have multiple accounts," and he had so far secured "just under $160 million" in cash, SMH related. A creditors' meeting is set for Friday next week in Sydney, SMH related. "The overall reconciliation that the company did every day prior to our appointment, and is being updated for the day of our appointment, shows a positive reconciliation," Mr. Campbell told SMH. "In other words, there is a surplus in total." But only part of the company's assets were in cash, Mr. Campbell said, according to the report. "The rest is made up of clearing accounts, instruments that are still on market and other organizations that owe money into Australia." Mr. Campbell added that so far there had been "mixed success" recovering funds from exchanges, sometimes because accounts were held in the names of other companies in the group. While there was also enough money owing between companies in the global group to "cause concern," administrators of MF Global's arms around the world were starting to talk to each other, he told SMH. 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 Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Asia & Australia Operations Get 40 Bids -------------------------------------------------- Patrick Cowley, a principal for KPMG in Hong Kong, told Reuters on Friday that MF Global's operations in Asia and Australia have received nearly 40 credible offers and a sale is expected to be agreed by the end of the weekend. KPMG is acting as provisional liquidator for the brokerage's Hong Kong unit. Mr. Cowley told Reuters that he was working with the brokerage's other administrators in Australia and Singapore to try and sell the Asia-Pacific operations to a single buyer. "It is an integrated platform and so we start from the belief that the most value will be to a party looking to take on Australia, Singapore, Hong Kong, Japan, and that's the response we are getting from interested parties," Mr. Cowley told Reuters. Reuters said Mr. Cowley refrained from giving any indication on what kind of price the liquidators were hoping to achieve for the Asian business, but said he and his fellow administrators were pushing for a strong valuation. Mr. Cowley told Reuters that if terms were agreed on a sale over the weekend, contracts would probably be signed early next week and the transaction completed a couple of weeks afterwards. Mr. Cowley said there was no indication of any unaccounted for client funds in Asia. The brokerage's administrators said earlier this week that they were being hampered in their efforts to retrieve client money from some overseas exchanges but Cowley said that situation is now improving, Reuters reported. Interested parties for the brokerage in Asia include major financial institutions, MF Global's previous competitors and other regional institutions looking to either get a foothold in the Asian market or expand their options and derivatives franchises, according to Reuters. According to Reuters, analysts said the rush of interest in MF Global's brokerage unit, which only appointed liquidators in Hong Kong on Wednesday morning, reflects the fact it had a strong market share in several Asian markets. MF Global's last annual report said it generated around 14.4% of its global revenue in Asia during the 2010-2011 financial year, which would be around $321.6 million (200.8 million pounds) before interest and transaction-based expenses, Reuters noted. Asia is the main growth focus for many financial institutions given the ongoing economic and fiscal problems in western markets, which is likely to add to the attractiveness of MF Global's regional operations, the report related. 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 Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Investor Commence Class Suits vs. Corzine, Execs ----------------------------------------------------------- Joseph DeAngelis, an investor, filed a complaint in a New York federal court against MF Global Holdings Ltd. Chief Executive Jon Corzine, Chief Financial Officer Henri Steenkamp, Chief Operating Officer Bradley Abelow and Chief Risk Officer Michael Stockman. The complaint, according to Reuters, accused the executives of having "continuously touted" MF Global's financial controls and liquidity, despite knowing their statements were false and misleading at the time they were made. "Defendants had the power and influence -- and exercised such power and influence -- as to cause MF Global to engage in the unlawful conduct and practices," Mr. DeAngelis said in court papers, according to Bloomberg News. "Each of the defendants is liable as a participant in a fraudulent scheme and course of business that operated as a fraud or deceit on purchasers of MF Global common stock." The complaint seeks class-action status on behalf of purchasers of MF Global common stock from May 20 to October 28, 2011, Reuters said. Reuters noted that MF Global was not named defendant in the complaint. The case is captioned DeAngelis v. Corzine et al, U.S. District Court, Southern District of New York, No. 11-07866. 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 Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Wins OK for Garden City Group as Claims Agent -------------------------------------------------------- MF Global Inc. sought and obtained the bankruptcy court's authority to employ GCG, Inc., as claims and noticing agent for the Clerk of the Bankruptcy Court, nunc pro tunc to the Petition Date. GCG is a bankruptcy administrator that specializes in providing comprehensive Chapter 11 administrative services including noticing, claims processing, balloting and other related services critical to the effective administration of Chapter 11 cases. GCG will undertake, inter alia, these actions and procedures in its role as claims and noticing agent: (a) notify all potential creditors of the filing of the bankruptcy petitions and of the setting of the date for the first meeting of creditors pursuant to Section 341(a) of the Bankruptcy Code, under the proper provisions of the Bankruptcy Code and the Bankruptcy Rules; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) notify all potential creditors of the existence and amount of their claims as evidenced by the Debtors' books and records and as set in the Schedules; (d) furnish a notice of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after the notice and form are approved by the Court; (e) maintain a post office box for the purpose of receiving claims; (f) for all notices, file with the Clerk's Office an affidavit or certificate of service which includes a copy of the notice, a list of persons to whom it was mailed, and the date mailed, within seven days of service; (g) docket all claims received by the Clerk's Office, maintain the official claims register for the Debtors on behalf of the Clerk's Office, and, upon the receipt of a request from the Clerk's Office, provide the Clerk's Office with a certified duplicate, unofficial Claims Register; (h) specify in the Claims Register, the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, and (iv) the classification(s) of the claim (e.g., secured, unsecured, priority, etc.); (i) record all transfers of claims and provide any notices of the transfers as required by Rule 3001(e) of the Federal Rules of Bankruptcy Procedure; (j) relocate, by messenger or overnight courier, all of the court-filed proofs of claim to the offices of GCG, not less than weekly; (k) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk's Office copies of the claims register for review by the Clerk's Office; (l) make changes in the Claims Register pursuant to Court Order; (m) maintain the official mailing list for each Debtor of all entities that have filed a proof of claim, which list will be available upon request by a party-in-interest or the Clerk's Office; (n) assist with, among other things, solicitation and calculation of votes and distribution as required in furtherance of confirmation of any plan of reorganization; (o) 30 days prior to the close of these cases, arrange to have submitted to the Court a proposed Order dismissing the claims and noticing agent and terminating the services of the agent upon completion of its duties and responsibilities and upon the closing of these cases; (p) file with the Court the final version of the claims register immediately before the close of the chapter 11 cases; and (q) at the close of the cases, box and transport all original documents, in proper format, as provided by the Clerk's Office, to the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064. The Debtors will pay for the services based on GCG's standard hourly billing rates: Administrative & Data Entry $45 - $55 Mailroom and Claims Control $55 Customer Service Representatives $57 Project Administrators $70 - $85 Quality Assurance Staff $80 - $125 Project Supervisors $95 - $110 Systems & Technology Staff $100 - $200 Graphic Support for web site $125 Project Managers $125 - $175 Directors, Sr. Consultants and Asst VP $200 - $295 Vice President and above $295 The Debtors will also reimburse GCG's necessary out-of-pocket expenses. Angela Ferrante, an assistant vice president of GCG, assured the Court that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In a supplemental affidavit, Ms. Ferrante disclosed that Denise Kaloudis, a senior consultant at GCG, was formerly associated with the Debtors' bankruptcy counsel, Skadden, Arps, Slate, Meagher & Flom LLP. Ms. Kaloudis was an attorney employed by Skadden from October 2004 through April 2009. While at Skadden, Ms. Kaloudis was involved in the Chapter 11 case of In re Refco Inc., et al., case no. 05-60006 (RDD) and worked on the sale of Refco Inc.'s assets to Man Financial, Inc. At GCG, Ms. Kaloudis is engaged in business development initiatives and, in that capacity, will not work on the Debtors' cases, Ms. Ferrante told the Court. 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 Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Triggers Rise In Repurchase Deal Rates ------------------------------------------------- The rate to borrow and lend U.S. government securities rose to an almost two-week high as demand for repurchase agreements declined after MF Global Holdings Ltd. declared bankruptcy and more securities entered the marketplace following auction settlements, Liz Capo McCormick of Bloomberg News reported on Nov. 2. The average overnight general collateral repo rate was 0.14% as of 10 a.m. New York time on Nov. 2, when most trading takes place, according to ICAP Plc, the world's largest inter-dealer broker, Bloomberg noted. That was the highest average morning rate since Oct. 18, and up from 0.12 Nov. 1 and 0.07% on Oct. 28, Bloomberg said. MF Global ceased entering into repo agreements after filing for bankruptcy Oct. 31, reducing competition for securities exchanged as collateral on short-term loans that bond dealers use to finance holdings and increase leverage, Bloomberg related. Fixed Income Clearing Corp., the central clearing counterparty for the inter- dealer repo market, stopped processing trades for the futures broker, the report further related. "The fact that GC repo is moving higher the morning of Nov. 2 is a sign there are still cash dislocations in the funding markets related to the MF Global bankruptcy," Scott Skyrm, senior vice president and head of repo and money markets for NewEdge USA LLC, said in a telephone interview with Bloomberg. "This has been the case since the FICC cut off MF Global from clearing on Monday." On Special General collateral repo rates reached as high as 0.31% on Nov. 1, according to Skyrm, who is based in New York, Bloomberg cited. Securities that can be borrowed at interest rates close to the Fed's target rate, which now is in a range of zero to 0.25%, are called general collateral, Bloomberg said. Those in highest demand have lower rates and are called "special." Money market rates have otherwise held steady since the MF Global bankruptcy, the report added. The volume-weighted average for trades of overnight federal funds, known as the fed effective rate, averaged 0.08% on Nov. 1, the report related. That compares to a rate of 0.07% on Oct. 28. The Fed pays banks a 0.25% rate on excess reserves they hold at the central bank, the report said. The average rate for borrowing and lending Treasuries for one day in the repo market was 0.134% on Nov. 1, Bloomberg said, citing an index data provided by the Depository Trust & Clearing Corporation, the parent company of FICC. That was up from 0.062% on Oct. 28. The index level was below zero, at negative 0.002% as recently as July 14, the report said. Weighted Average The DTCC index is a weighted average of all general collateral repo transactions during a day, Bloomberg said. The DTCC processes about $3.6 trillion in repos transactions daily, Bloomberg added. Repo rates are rising as seasonal demand from money market funds drops and two-, five- and seven-year Treasuries as well as 30-year Treasury Inflation Protected Securities auctions settle, according to Brian Smedley, a strategist in New York at Bank of America Corp., Bloomberg said. There was a net influx of $49 billion in new securities on Oct. 31 with the settlements, the report said. "The episode with MF Global coincides with typical seasonal upward pressure on repo rates given month-end redemptions from money market funds, which temporarily reduces cash invested in repos," Mr. Smedley said. "We also had the Treasury auction settlement, which takes a few days to filter through the market. Repo rates typically rise slightly as the Street digests the new supply." 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 Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Finding Customers' Cash May Be Increasingly Remote ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that chances of finding customers' $600 million in missing cash supposedly held at commodities broker MF Global Inc. sounded increasingly remote. According to the report, Bart Chilton, a commissioner at the U.S. Commodity Futures Trading Commission, said there's "a distinct possibility, some would say probability, that somebody has done something with the money, and that it's not going to be ?all of a sudden discovered' with an innocent explanation." Mr. Chilton said the CFTC is conducting investigation into "massive hide-and-seek ploy." In addition to the CFTC, investigations are being conducted by the U.S. Justice Department, the Securities and Exchange Commission and the trustee appointed to liquidate the MF Global broker under the Securities Investor Protection Act. The MF Global trustee, James W. Giddens, explained that he is required to make a pro-rata distribution to all customers. Until he can determine how much customers are owed and how much of their cash remains, the trustee can't pay out all of what may be customer cash. Mr. Giddens also said he needs to investigate the "complex cash movements" to help establish the amount of the shortfall. To the extent customers' cash never can be recovered, customers will have general unsecured claims for the shortfall. Fitch Ratings estimated that bondholders at the parent MF Global Holdings Ltd. should expect to recover between 10% and 30%. The 6.25% senior unsecured notes due August 2016 last traded Nov. 10 at 34.5 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm was 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 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 Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MGM RESORTS: S&P Raises Corporate Credit Rating to 'B-' ------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. The rating outlook is stable. "At the same time, we raised our issue-level rating on MGM's senior secured notes to 'B+' (two notches higher than the 'B-' corporate credit rating) from 'B', and maintained our recovery rating of '1' on the notes, indicating our expectation of very high (90% to 100%) recovery for noteholders in the event of a payment default," S&P said. "We also raised our issue-level rating on MGM's senior unsecured notes to 'B-' (the same as the corporate credit rating) from 'CCC+', and maintained our '4' recovery rating on the notes, indicating our expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. Finally, we raised our issue-level rating on the company's subordinated debt to 'CCC' (two notches lower than the corporate credit rating) from 'CCC-', and maintained our '6' recovery rating on the notes, indicating our expectation of negligible (0 to 10%) recovery for noteholders in the event of a payment default," S&P said. "We removed all ratings from CreditWatch, where they were placed with positive implications on Aug. 2, 2011," S&P related. "The rating upgrade reflects MGM's solid performance thus far in 2011, and our expectation that MGM will continue benefitting from improving performance trends on the Las Vegas Strip, particularly on the lodging side of the business," said Standard & Poor's credit analyst Ben Bubeck. "MGM maintains weak credit measures, including operating lease-adjusted debt to wholly owned EBITDA of over 11x and EBITDA coverage of interest of just 1.0x. Still, we believe recent strong performance trends are reducing refinancing risk in the company's intermediate- term debt maturities, and expect credit measures to continue to gradually improve modestly in 2012." "Our 'B-' corporate credit rating on MGM reflects our assessment of its financial risk profile as 'highly leveraged' according to our criteria, given its high debt leverage and thin EBITDA coverage of interest, which likely will limit positive free operating cash flow generation in 2011 and 2012. In addition, while MGM completed several capital raises and other actions in recent years, alleviating near-term debt maturities, its ability to meet the step-up in debt maturities in 2013 and 2014 relies on substantial growth in cash flow generation and continued access to capital markets," S&P said. MINE RECLAMATION: Status Conference Set for Dec. 13 --------------------------------------------------- The U.S. Bankruptcy Court set a status conference in the bankruptcy case of Mine Reclamation LLC on Dec. 13, 2011, at 1:30 p.m. at RM 126, 3420 Twelfth St., Riverside, California. Mine Reclamation, LLC, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-43596) on Oct. 30, 2011, estimating $50 million to $100 million in assets. Judge Scott C. Clarkson presides over the case. Natalie C Boyajian, Esq., and Sharon Z. Weiss, Esq. -- natalie.boyajian@hro.com and sharon.weiss@hro.com -- at Holme Roberts & Owen LLP, serve as the Debtors' counsel. MINE RECLAMATION: Sec. 341 Creditors' Meeting Set for Dec. 2 ------------------------------------------------------------ The U.S. Trustee will convene a meeting of creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the bankruptcy case of Mine Reclamation, LLC, on Dec. 2, 2011, at 2:30 p.m. at STE 300, 3685 Main St., in Riverside, California. Mine Reclamation, LLC, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-43596) on Oct. 30, 2011, estimating $50 million to $100 million in assets. Judge Scott C. Clarkson presides over the case. Natalie C Boyajian, Esq., and Sharon Z. Weiss, Esq. -- natalie.boyajian@hro.com and sharon.weiss@hro.com -- at Holme Roberts & Owen LLP, serve as the Debtors' counsel. MOMENTIVE PERFORMANCE: Incurs $32 Million Q3 Net Loss ----------------------------------------------------- Momentive Performance Materials Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $32 million on $653 million of net sales for the fiscal three-month period ended Sept. 30, 2011, compared with net income of $29 million on $662 million of net sales for the fiscal three-month period ended Sept. 26, 2010. The Company reported a net loss of $62.96 million on $2.58 billion of net sales for the year ended Dec. 31, 2010, compared with a net loss of $41.67 million on $2.08 billion of net sales during the prior year. The Company also reported a net loss of $45 million on $2.04 billion of net sales for the fiscal nine-months period ended Sept. 30, 2011, compared with net income of $26 million on $1.91 billion of net sales for the fiscal nine-month ended Sept. 26, 2010. The Company's balance sheet at Sept. 30, 2011, showed $3.37 billion in total assets, $3.99 billion in total liabilities and a $625 million total deficit. "We experienced softer year over year silicones volumes in third quarter of 2011 primarily reflecting credit tightening in China and general economic weakness in Europe, while our volumes improved in the Americas," said Craig O. Morrison, Chairman, President and CEO. "We generally experienced customers reducing inventories in light of the global economic uncertainty during the third quarter of 2011. However, our global Quartz business continued to perform well in the third quarter of 2011 versus the prior year." A full-text copy of the Form 10-Q is available for free at: http://is.gd/SmBwyL About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. * * * Momentive carries a 'B3' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's Ratings Services. As reported by the Troubled Company Reporter on Oct. 27, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Momentive Performance Materials Inc. to 'B-' from 'CCC+'. In addition, S&P raised its second lien, senior unsecured, and subordinated debt ratings by one notch to 'CCC' (two notches below the corporate credit rating) from 'CCC-'. The recovery ratings on these classes of debt remain unchanged at '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. At the same time, based on the corporate credit rating upgrade and its updated recovery analysis, S&P raised its senior secured debt rating by two notches to 'B' (one notch above the corporate credit rating) from 'CCC+' and revised the recovery rating to '2' from '3'. These ratings indicate S&P's expectation for substantial (70%-90%) recovery in the event of a payment default. MOMENTIVE SPECIALTY: Files Form 10-Q; Posts $39MM Q3 Net Income --------------------------------------------------------------- Momentive Specialty Chemicals Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $39 million on $1.32 billion of net sales for the three months ended Sept. 30, 2011, compared with net income of $116 million on $1.22 billion of net sales for the same period during the prior year. The Company also reported net income of $165 million on $4.05 billion of net sales for the nine months ended Sept. 30, 2011, compared with net income of $161 million on $3.42 billion of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.12 billion in total assets, $5 billion in total liabilities and a $1.87 billion total deficit. "Our third quarter 2011 Segment EBITDA reflected slightly declining volumes versus the prior year, weaker global economic conditions and a draw down of inventories due to cautious order patterns from some of our customers," said Craig O. Morrison, Chairman, President and CEO. "Our most recent quarterly results also reflected headwinds in our specialty epoxy business, which experienced what we believe is a temporary slowdown stemming from tightness in Chinese credit markets and the reduction of Chinese government subsidies for certain wind energy projects." A full-text copy of the Form 10-Q is available for free at: http://is.gd/LN3rcM About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. * * * Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. corporate credit rating from Standard & Poor's. As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors Service assigned a 'Caa1' rating to the guaranteed senior secured second lien notes due 2020 of Momentive Specialty (formerly known as Hexion Specialty Chemicals Inc.). Proceeds from the notes were allocated for the repayment of $533 million of guaranteed senior secured second lien notes due 2014. "With this refinancing Hexion will have refinanced or extended the maturities on the vast majority of the debt that was originally slated to mature prior to 2015. There is less than $600 million of this debt remaining, which should be much easier to for the company to refinance as its credit metrics improve further," stated John Rogers, Senior Vice President at Moody's. MONTANA ELECTRIC: City Legal Team Says 20% Rate Hike Illegal ------------------------------------------------------------ Richard Ecke, writing for the Great Falls Tribune, reports that the city of Great Falls (Mont.) commission members met on Nov. 7, 2011, as the Electric City Power Board and rejected as illegal a 20% rate hike approved Oct. 21 by the city's wholesale electricity supplier. According to the report, City Attorney James Santoro said the city's legal team considers the Oct. 21 vote "illegal" because only three of the six representatives of the Southern Montana Electric Generation & Transmission Cooperative board were present. That means a quorum was lacking, because at least four board members should have been present for the vote to be legitimate, he said. The report notes, on the Nov. 7 meeting, Mr. Santoro told the board the city has not gone ahead with any type of challenge to the filing of the bankruptcy petition by half of Southern Montana's board. The city attorney also declined to reveal more about the city's strategy in dealing with the bankruptcy case during the meeting. The report says one thing no one at the meeting disputed was rejecting the 20% rate hike enacted by Southern Montana last month and made retroactive to September. Mr. Santoro said Southern Montana's power would cost a hefty $86 per megawatt hour after that most recent hike. The report relates that Mr. Santoro said the city is in discussions with legal counsel for Barretts Minerals, which dropped the city as a supplier and jumped to PPL for its electricity. Mr. Santoro said the full requirements of the contract between the city and Barretts of Dillon did not allow Barretts to leave. The report says Fiscal Services Director Melissa Kinzler said the city has borrowed a total of $5.284 million in spare city cash over the years to keep Electric City Power afloat, adding the general fund could not afford the total amount. She said the city also borrowed from its health insurance fund and from a revolving fund used to replenish city equipment. This internal borrowing "has been getting progressively worse," she said. The report says the meeting placed a sharp focus on the Nov. 17 hearing, when one or more Southern Montana officials may be questioned by creditors. The report relates that one of the major creditors in the bankruptcy case is PPL EnergyPlus, an unregulated division of PPL, the parent company of PPL Montana, which is already owed more than $7 million for electricity by Southern Montana. About Southern Montana Based in Billings, Montana, Southern Montana Electric Generation And Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana scheduled about $132 million in liabilities and $110 million in assets. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, serves as the Debtor's counsel. Standard & Poor's Ratings Services in October lowered its issuer credit rating on SME to 'CC' from 'BBB', and placed the rating on CreditWatch with developing implications. These actions follow the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code. According to SME, the filing was in response to failure on the part of some of its members to honor contractual obligations, including payment to the cooperative for services. MONTANA ELECTRIC: Files Schedules of Assets and Liabilities ----------------------------------------------------------- The Associated Press, citing papers filed with the bankruptcy court, reports that Southern Montana Electric listed on Nov. 4, 2011, about $132 million in liabilities and $110 million in assets. According to the report, SME's secured debt includes $75 million to Prudential Capital Group of Dallas, which lent SME money to build the Highwood station. Modern Woodman of America, in Rock Island, Ill., has a $10 million mortgage claim. The report relates that Southern owes money in unsecured claims to about 39 businesses that are mostly associated with construction or service for the Highwood plant. SME disputes the $7.5 million being sought by PPL Energy Plus. The report adds that all of Southern's members are listed as unsecured creditors for deposits on wholesale power bills, their investments in Highwood and other claims. SME lists all of its members, except Yellowstone Valley, as co-debtors for pledging collateral or guaranteeing letters of credit. About Southern Montana Based in Billings, Montana, Southern Montana Electric Generation And Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, serves as the Debtor's counsel. Standard & Poor's Ratings Services in October lowered its issuer credit rating on SME to 'CC' from 'BBB', and placed the rating on CreditWatch with developing implications. These actions follow the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code. According to SME, the filing was in response to failure on the part of some of its members to honor contractual obligations, including payment to the cooperative for services. MORGANS HOTEL: Incurs $25.6 Million Net Loss in Third Quarter ------------------------------------------------------------- Morgans Hotel Group Co. reported a net loss of $25.61 million on $46.68 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $38.52 million on $57.74 million of total revenues for the same period during the prior year. The Company also reported a net loss of $70.29 million on $155.30 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $76.14 million on $171.31 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $480.80 million in total assets, $557.97 million in total liabilities, and a $77.17 million total stockholders' deficit. Michael Gross, CEO of the Company, said: "Our hotels continued to perform well in the quarter and we made significant progress in positioning the company for growth. We have further reduced our leverage, eliminated all near-term consolidated debt maturities and improved our liquidity position. We are now focused on enhancing our status as a global leader in lifestyle hospitality management. We are excited about the opportunity to add more contracts and expand our Hudson, Mondrian and Delano brands around the world." A full-text copy of the press release is available for free at: http://is.gd/7EBSt9 About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. MPG OFFICE: Files Form 10-Q, Reports $30.3MM Q3 Net Income ---------------------------------------------------------- MPG Office Trust, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $30.36 million on $84.01 million of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $15.55 million on $86.51 million of total revenue for the same period a year ago. The Company reported a net loss of $197.94 million on $406.89 million of total revenue for the year ended Dec. 31 2010, compared with a net loss of $869.72 million on $423.84 million of total revenue during the prior year. The Company also reported net income of $129.05 million on $249.64 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $45.79 million on $258.53 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $2.30 billion in total assets, $3.20 billion in total liabilities and a $903.10 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/6mah9G About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. MORGANS HOTEL: Files Form 10-Q, Incurs $25.6 Million Q3 Net Loss ---------------------------------------------------------------- Morgans Hotel Group Co. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $25.61 million on $46.68 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $38.52 million on $57.74 million of total revenues for the same period a year ago. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. The Company also reported a net loss of $70.29 million on $155.29 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $76.14 million on $171.31 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $480.80 million in total assets, $557.97 million in total liabilities and a $77.17 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/iePuVY About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. MSR RESORT: Paulson's Resorts Approved to Settle with MetLife ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Midland Loan Services, the servicer for a $1 billion secured claim against the five resorts foreclosed in January by Paulson & Co. and Winthrop Realty Trust, achieved a modicum of success from its opposition to the resorts' settlement with MetLife Inc., the holder of a $115 million first mezzanine loan. According to the report, Midland contended that the settlement violated an intercreditor agreement and a rule in bankruptcy prohibiting lower-ranked creditors from being paid ahead of those with higher priority. The MetLife settlement, together with a companion settlement with Government of Singapore Investment Corp., would permit Paulson and Winthrop to continue the resorts' bankruptcy reorganization into September 2012. Midland, Mr. Rochelle recounts, opposed provisions in the settlement where MetLife, a lower-ranked creditor, will be paid interest and fees before Midland is paid in full. Midland contended the provision conflicts with an intercreditor agreement among the lenders. Mr. Rochelle notes that although the bankruptcy court in New York approved the settlement with MetLife, the judge carved out an exception where Midland in the future can recover some of the money paid to MetLife if payments are later found in conflict with the intercreditor agreement. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 bankruptcy by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1, 2011. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. MT. VERNON: Can Access Fannie Mae and CNB Cash Until Nov. 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland has permitted Mt. Vernon Properties, LLC, to use cash collateral of Fannie Mae and City National Bank, on a final basis pursuant to the Supplemental Budgets for the Supplemental Period of Nov. 1, 2011, through Nov. 30, 2011 (the "First Supplemental Period"), for each of the Pre-Petition Lenders. The Debtor's right to use cash collateral pursuant to this Cash Collateral Order will terminate immediately upon the entry of an Order from the Bankruptcy Court (i) converting this case to a case under Chapter 7 of the Bankruptcy Code or (ii) appointed in this case a Chapter 11 examiner or trustee pursuant to Section 1104 of the Bankruptcy Code. About Mt. Vernon Properties Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the owner of many parcels of real property located in Baltimore City that the Debtor operates as multi-family rental properties. The Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-24801) on July 18, 2011. Judge David E. Rice presides over the case. Aryeh E. Stein, Esq., at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel. The Debtor disclosed $10,237,448 in assets and $15,064,059 in liabilities as of the Chapter 11 filing. The petition was signed by Ronald Persaud, managing member of Mt. Vernon Properties II LLC, the Debtor's sole member. MT ZION: Hearing on Cash Collateral Access Set for Dec. 13 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois of has continued until Dec. 13, 2011, at 10:30 a.m., the hearing to consider Mt. Zion Limited Partnership's request for cash collateral use. Previously, the Court authorized the Debtor's use of cash collateral to fund its Chapter 11 case, pay suppliers and other parties. As reported in the Troubled Company Reporter on May 6, 2010, the bank asserts a senior position mortgage lien and claim against the Debtor's residential apartment project in Florence, Kentucky, known as Woodspring Apartments, which purportedly secures a mortgage indebtedness of approximately $28,850,000. The bank also asserts a security interest in and lien upon the rents being generated at the property. The Debtor is also authorized to grant certain liens and provide adequate protection and other relief to PNC Bank, National Association. About Mt. Zion Limited Partnership Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba Woodspring Apartments, owns and operates a residential apartment project located in Florence, Kentucky, known as Woodspring Apartments. The Company filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-18075) on April 23, 2010. David K Welch, Esq., at Crane Heyman Simon Welch & Clar, assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million as of the Petition Date. MUNICIPAL MORTGAGE: Expects to Reports $2.1-Mil. Q3 Deficit ----------------------------------------------------------- Municipal Mortgage & Equity, LLC, expects that on Nov. 14, 2011, it will file its quarterly report on Form 10-Q for the quarter ending Sept. 30, 2011. The Company expects to report a common shareholder deficit of $2.1 million at Sept. 30, 2011, as compared to a common shareholder deficit of $37.8 million reported at Dec. 31, 2010. As previously announced, the Company held its annual meeting at 1:00 p.m. on Nov. 9, 2011. The meeting was not being contemporaneously broadcast, but a script of the formal remarks of the Chief Executive Officer presented at the meeting has been posted on the Company's Web site at www.munimae.com, under the "Investor Relations" tab. About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. The Company's balance sheet at June 30, 2011, showed $1.94 billion in total assets, $1.24 billion in total liabilities and $702.63 million in total equity. As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about Municipal Mortgage & Equity's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets, liquidate collateral positions, post additional collateral, sell or close different business segments and work with its creditors to restructure or extend its debt arrangements. Municipal Mortgage reported a net loss of $72.5 million on $107.7 million of total revenue for 2010, compared with a net loss of $380.1 million on $134.8 million of total revenue for 2009. MUSCLEPHARM CORP: Inks Equity Purchase Agreement with Southridge ---------------------------------------------------------------- MusclePharm Corporation, on Nov. 4, 2011, entered into an Equity Purchase Agreement and a Registration Rights Agreement with Southridge Partners II, LP. Pursuant to the Equity Purchase Agreement, the Investor will commit to purchase up to $10,000,000 of the Company's common stock over the course of 24 months commencing on the effective date of the initial Registration Statement, covering the Registrable Securities pursuant to the Equity Purchase Agreement. The put option price is 94% of the average of the two lowest closing bid prices of any two applicable trading days during the 5 trading day period commencing on the day after (i) a put notice is delivered to the Investor and (ii) estimated put shares are delivered and cleared through the Investor's brokerage account, in the manner provided by the Equity Purchase Agreement. The "Registrable Securities" include the put shares and any securities issued or issuable by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. Under the terms of the Registration Rights Agreement, the Company is obligated to file a registration statement with the U.S. Securities and Exchange Commission to cover the Registrable Securities. The amount of the Registrable Securities required to be included in the initial Registration Statement will be no less than the maximum amount of common stock permitted by the SEC to be included in a Registration Statement pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended, and will file additional Registration Statements to register additional Rule 415 Amounts until all the Registrable Securities are registered. In connection with the Equity Purchase Agreement, the Company (i) issued to the Investor 500,000 five-year warrants to purchase shares of the Company's common stock at an exercise price equal to 120% of the average of the closing prices of the common stock during the twenty trading days during which the common stock has traded prior to the exercise date. Additionally, on Nov. 4, 2011, the Company entered into an exchange and purchase agreement with Southridge, pursuant to which the Company issued to Southridge 190 shares of the Company's Series C Preferred Stock in exchange for (i) $100,000 cash and (ii) the elimination of $90,000 worth of accrued fees to Southridge. On Oct. 25, 2011, the Company amended its certificate of incorporation by filing a certificate of designation with the Secretary of State of the State of Nevada that designates a series of convertible preferred stock. A full-text copy of the Form 8-K is available for free at: http://is.gd/AR4yai About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100% free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. The Company's balance sheet at June 30, 2011, showed $4.9 million in total assets, $10.4 in total liabilities, and a stockholders' deficit of $5.5 million. Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about MusclePharm's 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 $19.6 million and net cash used in operations of $3.8 million for the the year ended Dec. 31, 2010; and a working capital deficit and stockholders' deficit of $2.8 million and $1.7 million, respectively, at Dec. 31, 2010. NASSAU BROADCASTING: Court to Consider Application on Dec. 20 ------------------------------------------------------------- All Access reports that a hearing has been set for Dec. 20, 2011, at 2:00 p.m., in U.S. Bankruptcy Court in Delaware on, among other things in the case, Nassau Broadcasting Partners LP's application to hire Rothschid Inc. as financial advisor and investment banker, nunc pro tunc to October 28. About Nassau Broadcasting Nassau Broadcasting Partners LP is a radio-station owner and operator. Three secured lenders -- affiliates of Goldman Sachs Group Inc., Fortress Investment Group LLC and P.E. Capital LLC -- filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting Partners LP, the owner of 45 radio stations in the northeastern U.S. The lender group said in court papers that they are owed $83.8 million secured by all of Nassau's property. Involuntary petitions were also filed against three affiliates of Nassau, which is based in Princeton, New Jersey. The lenders said the stations aren't worth enough to pay them in full. Nassau Broadcasting in October won a Delaware bankruptcy court's blessing to convert its involuntary Chapter 7 bankruptcy -- pressed by creditors including Goldman Sachs Lending Partners LLC -- to a proceeding on its own terms in Chapter 11. NAVISTAR INT': Closes $224 Million Wholesale Funding Deal --------------------------------------------------------- Navistar Financial Corporation has sold $224 million of wholesale floor plan notes in a two-year 144-A transaction to support its dealer inventory funding. This transaction will replace a $250M deal that matures in January of 2012, after which NFC will have $1.1 billion in total wholesale funding capacity. "This deal provides competitively priced funding to support Navistar's dealers, and it further diversifies our funding sources by broadening our investor base and maturity structure," said David Johanneson, president and chief executive officer of NFC. "As the economic recovery continues, we continue to seek the most cost-effective financing solutions for our dealers and customers to support the profitable growth of Navistar." Navistar International Corporation is a holding company whose subsidiaries and affiliates produce International brand commercial and military trucks, MaxxForce brand diesel engines, IC Bus brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse 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 service parts. Navistar Financial Corporation provides financial programs and services tailored to satisfy all Navistar's customer and dealer equipment financing needs. Additional information is available at www.Navistar.com/newsroom. 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. NCI BUILDING: S&P Raises Rating on $150-Mil. Term Loan to 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on Houston-Texas-based NCI Building Systems Inc.'s $150 million senior secured bank term loan (current balance $131 million) to 'B+' from 'B'. "At the same time, we revised our recovery rating on the term loan to '2', indicating our expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default, from '3'," S&P related. "We raised the issue-level rating on the term loan and revised our recovery rating to reflect higher potential recovery for the term loan lenders based on a slightly lower borrowing availability assumption related to the company's priority asset based lending facility ($105 million versus the prior $112 million) in our simulated default scenario. This results in lower priority claims in our default scenario. The revised issue level and recovery rating also reflects that the company has reduced the amount outstanding under its lower term loan balance in our default scenario due to its modest prepayments," S&P related. "The ratings on NCI reflect our view of the combination of the company's highly leveraged financial risk profile, including its high adjusted-debt-to-EBITDA ratio of nearly 14x, and a weak business risk profile. NCI's adjusted debt as of July 31, 2011, totaled about $416 million, including approximately $267 million of convertible preferred stock. EBITDA to cash interest coverage was about 1.8x for the 12-month period ended July 31. 2011. Based on our operating assumptions, total adjusted leverage is likely to be about 10x over the next several quarters, and we believe interest coverage will improve to over 3x, given the recent cancellation of an interest rate hedge (which will reduce interest costs by $2 million) and our expectations of EBITDA growth," S&P related. NCI is one of North America's largest integrated manufacturers and marketers of engineered building systems, metal components, and coatings services for the nonresidential construction industry. (For the complete corporate credit rating rationale, see the research update published on Sept. 30, 2011, on RatingsDirect.) Ratings List NCI Building Systems Inc. Corporate credit rating B/Stable/-- Upgraded; Recovery Rating Revised $150 mil secured bank term loan B+ B Recovery Rating 2 3 NELSON EDUCATION: S&P Affirms 'B-' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Toronto- based Nelson Education Ltd. to stable from negative. At the same time, Standard & Poor's affirmed its ratings, including its 'B-' long-term corporate credit rating on the company. "The outlook revision reflects our belief that Nelson's performance will meet our expectations in fiscal 2012, ending June 30, resulting in sufficient liquidity to operate the business and, therefore, a reduced risk of near-term default," said Standard & Poor's credit analyst Lori Harris. At June 30, 2011, Nelson had full availability under its C$50 million revolving credit facility and was generating positive free cash flow. The ratings on Nelson reflect what Standard & Poor's views as the company's highly leveraged financial risk profile, weak but improving operating performance, limited financial flexibility, and lack of geographic diversity given the high proportion of sales in Ontario. "These factors are slightly offset by what we view as the company's solid market position in the Canadian educational publishing industry," S&P said. The company is one of the largest academic publishers in Canada, with the No. 1 market position in the school segment (Kindergarten-Grade 12) and the No. 2 position in higher education. Nelson benefits from a relationship with Cengage Learning Holdings II L.P. (the former U.S. Thomson Learning business; B/Negative/--) through an operating agreement that doesn't expire until Jan. 1, 2018, and is renewable for one-year extensions thereafter. The agreement outlines participation in a procurement program by both companies and terms relating to the distribution of the U.S. company's products in Canada. "The stable outlook reflects our belief that Nelson's operating performance will meet our expectations in fiscal 2012, including generating positive free cash flow and maintaining its solid market position. Downward pressure on the ratings could result from deterioration in the company's liquidity or operations, resulting in negative free cash flow or less than a 10% EBITDA cushion with the first-lien leverage covenant. Given Nelson's very high leverage, Standard & Poor's is not contemplating raising the ratings on the company," S&P related. Nelson is a private company and does not release financial information publicly. NETBANK INC: Judge OKs $12.5MM Investors' Suit Settlement --------------------------------------------------------- Roxanne Palmer at Bankruptcy Law360 reports that U.S. District Judge Timothy C. Batten on Wednesday approved a $12.5 million settlement in a class action targeting NetBank Inc. and executives for allegedly defrauding investors by not disclosing the bank's true condition before its takeover by federal regulators and subsequent liquidation. Law360 relates that Judge Batten approved the terms set in a stipulation filed by the parties in July, finding that "the settlement is, in all respects, fair, reasonable and adequate and in the best interest of the class." About NetBank Inc. Headquartered in Jacksonville, Florida, NetBank Inc. -- http://www.netbank.com/-- is a financial holding company of Netbank, the United States' oldest Internet bank serving retail and business customers in all 50 states. NetBank Inc. did retail banking, mortgage banking, business finance, and provided ATM and merchant processing services. The Company filed for chapter 11 protection (Bankr. M.D. Fla. Case No. 07-04295) on Sept. 28, 2007. Alan M. Weiss, Esq., at Holland & Knight LLP, represents the Debtor. Rogers Towers, Esq. at Kilpatrick Stockton LLP, represents the Official Committee of Unsecured Creditors. Clifford Zucker serves as the Liquidating Supervisor for NetBank under the terms of a Second Amended Liquidating Plan confirmed in Sept. 2008, and is represented by Michael D. Langford, Esq., and Shane G. Ramsey, Esq., at Kilpatrick Stockton LLP in Atlanta, Ga. As of Sept. 25, 2007, the Debtor reported total assets of $87,213,942 and total debts of $42,245,857. As of August 31, 2008, NetBank, Inc., had total assets of $13,807,207 and total liabilities of $34,607,868. NEWALTA CORP: DBRS Assigns 'BB' Final Rating to Debentures ---------------------------------------------------------- DBRS has finalized its rating of BB (low) on Newalta Corporation's (Newalta or the Company) issue of $125 million eight-year senior unsecured debentures (the Debentures). The rating is premised upon Newalta's Issuer Rating of BB (low) and recovery rating of RR4 on its Unsecured Notes, indicating DBRS's expectation of an average (30% to 50%) recovery for noteholders in the event of default. The trend is Positive. The finalization of the rating confirms that the final documentation provided by Newalta is consistent with that which DBRS had already reviewed when the provisional rating was assigned to the issue on November 8, 2011. The Debentures will be direct, unsecured obligations of Newalta and will not be guaranteed at issuance. The Debentures will rank equally and ratably with all of the Company's other unsecured and unsubordinated obligations. DBRS expects Newalta to use the proceeds from this issuance mainly to pay for the redemption of its $115 million 7.0% convertible unsecured subordinated debentures maturing November 30, 2012, with the balance to be used for reduction of senior indebtedness and for general corporate purposes. NEWALTA CORP: DBRS Assigns 'BB' Provisional Rating on Debentures ---------------------------------------------------------------- DBRS has assigned a provisional rating of BB (low) to Newalta Corporation's (Newalta or the Company) proposed issue of $125 million eight-year senior unsecured debentures (the Debentures). The rating is premised upon Newalta's Issuer Rating of BB (low) and recovery rating of RR4 on its Unsecured Notes, indicating DBRS's expectation of an average (30% to 50%) recovery for noteholders in the event of default. The trend is Positive. For more detailed analysis on Newalta, please refer to the DBRS rating report dated October 12, 2011. The Debentures will be issued by way of a supplement to the trust indenture dated November 23, 2010. The issue will carry a 7.75% coupon and a November 14, 2019, maturity. Closing is expected to be on or around November 14, 2011. The provisional rating is based on a draft preliminary offering memorandum provided by Newalta as at November 8, 2011. The assignment of final ratings is subject to receipt by DBRS of final documentation that is consistent with that which DBRS has already reviewed. The Debentures will be direct, unsecured obligations of Newalta and will not be guaranteed at issuance. The Debentures will rank equally and ratably with all of the Company's other unsecured and unsubordinated obligations. DBRS expects Newalta to use the proceeds from this issuance mainly to pay for the redemption of its $115 million 7.0% convertible unsecured subordinated debentures maturing November 30, 2012, with the balance to be used for reduction of senior indebtedness and for general corporate purposes. NEXSTAR BROADCASTING: Incurs $6.2 Million Third Quarter Net Loss ---------------------------------------------------------------- Nexstar Broadcasting Group, Inc., reported a net loss of $6.25 million on $74.83 million of net revenue for the three months ended Sept. 30, 2011, compared with a net loss of $2.99 million on $73.12 million of net revenue for the same period a year ago. The Company reported a net loss of $1.81 million on $313.35 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $12.61 million on $251.97 million of net revenue during the prior year. The Company also reported a net loss of $15.15 million on $220.28 million of net revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $16.08 million on $216.29 million of net revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $582.67 million in total assets, $769.64 million in total liabilities and a $186.96 million total stockholders' deficit. Perry A. Sook, chairman, president and chief executive officer of Nexstar Broadcasting Group, Inc., commented, "Nexstar's third quarter results highlight the benefits of our revenue diversification initiatives, select accretive station acquisitions and our success in generating new local direct advertising. Nexstar's record third quarter revenue reflects our eighth consecutive quarter of core television advertising revenue growth complemented by significant double-digit revenue gains in every one of our non-television advertising revenue sources. The 5.3% rise in core ad revenue growth, 17.5% increases in e-Media revenue, 30.5% in retransmission fee revenue and 21.0% improvement in management agreement revenue more than offset the impact of a 74.3% year-over-year reduction in political revenue." A full-text copy of the Form 10-Q filed with the Securities and Exchange Commission is available for free at: http://is.gd/3jeKpE A full-text copy of the press release announcing the third quarter results is available for free at: http://is.gd/0LKpxr About Nexstar Broadcasting Group Irving, Texas-based Nexstar Broadcasting Group Inc. currently owns, operates, programs or provides sales and other services to 62 television stations in 34 markets in the states of Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and Florida. Nexstar's television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches approximately 13 million viewers or approximately 11.5% of all U.S. television households. * * * As reported by the Troubled Company Reporter on Aug. 30, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Nexstar Broadcasting Group to 'B' from 'B-'. The rating outlook is stable. "The 'B' corporate credit rating reflects S&P's expectation that Nexstar's core ad revenue will continue growing modestly in 2010 and 2011," said Standard & Poor's credit analyst Deborah Kinzer. The EBITDA growth resulting from the rebound in core advertising, combined with political ad revenue from the 2010 midterm elections, should, in S&P's view, enable Nexstar to reduce its leverage significantly by the end of the year. NEXTWAVE WIRELESS: Incurs $69.4 Million Net Loss in Oct. 1 Qtr. --------------------------------------------------------------- Nextwave Wireless Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $69.45 million for the three months ended Oct. 1, 2011, compared with a net loss of $82.26 million for the three months ended Oct. 2, 2010. The Company also reported a net loss of $195.82 million for the nine months ended Oct. 1, 2011, compared with a net loss of $158.03 million for the nine months ended Oct. 2, 2010. The Company's balance sheet at Oct. 1, 2011, showed $467.71 million in total assets, $1.06 billion in total liabilities, and a $593.37 million total stockholders' deficit. Bankruptcy Warning The Company's current cash reserves are not sufficient to meet its payment obligations under its secured notes at their current maturity dates. Additionally, the Company will not be able to consummate sales of its wireless spectrum assets yielding sufficient proceeds to retire this indebtedness at the current scheduled maturity dates. If the Company is unable to extend maturity beyond 2011, or identify and successfully implement alternative financing to repay the Senior Notes and Second Lien Notes, the holders of the Company's secured notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Insufficient capital to repay the Company's debt at maturity would significantly restrict its ability to operate and could cause the Company to seek relief through a filing in the United States Bankruptcy Court. Any alternative financing or maturity extension of the Company's secured notes may be costly to obtain, and could involve the issuance of equity securities that could cause significant dilution to the Company's existing stockholders and potentially limit the Company's net operating loss carry forwards. Going Concern Doubt As reported in the TCR on March 23, 2011, Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about NextWave Wireless's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency, primarily comprised of the current portion of long term obligations of $784.6 million at Jan. 1, 2011, that is associated with the maturity of its debt. "The Company currently does not have the ability to repay this debt at maturity." A full-text copy of the Form 10-Q is available for free at: http://is.gd/q6u0wr About NextWave Wireless San Diego, Calif.-based NextWave Wireless Inc. (OTC QB: WAVE) -- http://www.nextwave.com/-- is a wireless technology company that manages and maintains worldwide wireless spectrum licenses. NOTHCORE TECHNOLOGIES: Signs Contract with Mahdia Gold ------------------------------------------------------ Northcore Technologies Inc. entered into an agreement with Mahdia Gold Corporation to deliver a holistic social media strategy including the associated tools and support. Mahdia is a high potential, publicly listed company in the mining sector. With significant holdings in the Guyana goldfields and a young, tech savvy management team, Mahdia has enthusiastically embraced the use of emerging technologies and social media tools. Under the terms of the agreement, Northcore will provide strategic consulting to develop an end-to-end social media strategy and then deploy an appropriate execution toolset. The engagement will include the creation of an interactive web presence which will provide detailed information on Mahdia and Guyana. In addition, the solution will include integrated Twitter feeds and linkages to other online properties such as Facebook and Linked In. This will allow investors and other interested parties to observe Mahdia's progress as it develops its current properties and acquires new holdings. "We are pleased to be working with our partners at Mahdia to implement an aggressive social media strategy," said Amit Monga, CEO of Northcore Technologies. "This represents a notable new customer acquisition for the Northcore Social Commerce group, the formation of which I recently announced. It is also a important undertaking for us because it marks an initial foray into a new geographic segment." Companies interested in exploring opportunities in social commerce should contact Northcore at 416-640-0400 or 1-888-287-7467, extension 395 or via email at GoSocial@northcore.com. 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. NORTHGATE PROPERTIES: Wants Reorganization Case Dismissed --------------------------------------------------------- Northgate Properties, Inc., asked the U.S. Bankruptcy Court for the District of Nevada to dismiss its Chapter 11 case. The Debtor set a Dec. 7 hearing, at 10:00 a.m., on its requested case dismissal. According to its case docket, the Court denied approval of the Disclosure Statement explaining the proposed Plan of Reorganization. Reno, Nevada-based Northgate Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on Feb. 14, 2011. In its schedules, the Debtor disclosed $12,053,476 in assets and $5,811,393 in liabilities as of the petition date. Northgate Properties is represented by Kevin A. Darby, Esq. of Darby Law Practice, Ltd. NORTHGATE PROPERTIES: Creditor OneWest Bank Wants Relief of Stay ---------------------------------------------------------------- Creditor OneWest Bank, FSB, asks the U.S. Bankruptcy Court for the District of Nevada for relief from the automatic stay against Northgate Properties, Inc.'s real property -- East and West side of Jefferson Street, Indio Boulevard, Avenue 42 and Country Club, Indio, California. Previously, the Hon. Bruce T. Beesley approved a stipulation entered between the Debtor and secured creditor City National Bank, N.A., as successor in interest to Sun West Bank, granting City National relief from the automatic stay on (i) three parcels of vacant land -- parcel 54, APN 081-160-19; Parcel 55, APN 081- 160-18; and Parcel 56, APN 081-160-17, in the Ventana Point Subdivision in the City of Reno, County of Washoe, Nevada; and 40 acres of vacant land in the Ventana Point Subdivision, in the City of Reno, County of Washoe, Nevada, APN 081-160-28. The Court also authorized that FRBP 4001(a)(3) is waived with respect to the real property securing the loan originally extended by SWB to the Debtor. About Northgate Properties, Inc. Reno, Nevada-based Northgate Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on Feb. 14, 2011. In its schedules, the Debtor disclosed $12,053,476 in assets and $5,811,393 in liabilities as of the petition date. Northgate Properties is represented by Kevin A. Darby, Esq. of Darby Law Practice, Ltd. NYCOMED S.C.A.: Moody's Withdraws 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service withdrew the ratings of Nycomed S.C.A. SICAR ("Nycomed") including the B2 Corporate Family Rating and B3 Probability of Default Rating. Ratings withdrawn: Nycomed S.C.A. SICAR B2 Corporate Family Rating B3 Probability of Default Rating RATINGS RATIONALE The rating withdrawal follows the recent closing of the acquisition of most of Nycomed's operations by Takeda Pharmaceutical Company Limited ("Takeda") and the extinguishment of Nycomed's existing debt. For additional information, please refer to Moody's Guidelines for the Withdrawal of Credit Ratings on moodys.com. The principal methodology used in rating Nycomed was the Global Pharmaceutical Industry Methodology published in October 2009. Nycomed S.C.A. SICAR ("Nycomed") is a Luxembourg-based holding company privately-owned by a group of investors including Nordic Capital, DLJ Merchant Banking and Avista capital Partners. OLD SHORE: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------- Annie Johnson, staff reporter at Nashville Business Journal, reports that Old Shore LLC sought voluntary Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Middle District of Tennessee related to two unfinished housing developments in Murfreesboro and Goodlettsville, Tenn. According to the report, Old Shore LLC listed $6.3 million in liabilities and $3.4 million in assets related to the proposed Cedarbrook subdivision off Ocala Road in Murfreesboro. A debtor with the same Michigan address, Copper Creek LLC, lists $9.5 million in liabilities and nearly $4 million in assets tied to 36 acres of lots and 99 acres of undeveloped land at Copper Creek, a subdivision in Goodlettsville. The report says the primary unsecured creditors in both bankruptcies are financial institutions that have first, second and third priority liens on the property. Greeneville-based GreenBank is listed as the creditor for a total of $48.4 million of liens on more than 351 acres of property in the both the Cedarbrook and Copper Creek developments. The report adds Gordon Follmer is managing member for both Old Shore and Copper Creek LLC. Based on Brighton, Michigan, Old Shore LLC filed for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 11-10236) on Oct. 12, 2011. Judge George C. Paine II presides over the case. Elliott Warner Jones, Esq., and Warner Jones, Esq., at Emerge Law PLC, represent the Debtor. ONE ACCORD: Case Dismissed Due to Lack of Likelihood to Reorganize ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia, in an order dated Oct. 26, 2011, dismissed the Chapter 11 case of One Accord Worship Center. W. Clarkson McDow, Jr., U.S. Trustee for Region 4, asked the Court to dismiss or convert the Debtor's case to one under Chapter 7 of the Bankruptcy Code. According to the U.S. Trustee, the Debtor has been experiencing continuing loss or diminution of the estate and there is absence of a reasonable likelihood of reorganization. The U.S. Trustee also noted that: -- the Debtor reported that it was seeking additional funding in order to pay off the balance due to Foundation Capital Resources, Inc., but the Debtor has been unable to provide the concrete evidence that the Debtor has secured such funding; and -- in relation to the advice that the Debtor is seeking to reacquire the property from Foundation Capital, there no evidence of a forthcoming financing. Foundation Capital purchased the Debtor's property at a foreclosure sale on or about April 15, 2011, for $5,400,000. Moreover, the Debtor has not submitted a plan of reorganization. About One Accord Worship Center Virginia Beach, Virginia-based One Accord Worship Center filed for Chapter 11 bankruptcy protection on August 5, 2010 (Bankr. E.D. Va. Case No. 10-73674). Joseph T. Liberatore, Esq., at Crowley, Liberatore, & Ryan, P.C., assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million as of the Petition Date. OPEN RANGE: Proposed Timeline Has Auction Scheduled for Today ------------------------------------------------------------- Open Range Communications Inc., asked the U.S. Bankruptcy Court for the District of Delaware for authorization to sell and all of the assets in an auction led by totheHome.com, LLC. According to the proposed stalking horse term sheet dated Oct. 27, 2011, the timeline for the sale is: Execution of the asset purchase agreement: Nov. 1 Bid procedures hearing: Nov. 2 Submission deadline for qualified bids: Nov. 11 Auction: Nov. 14 Sale Hearing: Nov. 15 Entry of sale order: Nov. 17 The term sheet also includes: Purchase price: $2,000,000 in cash First right of Refusal: The buyer will have the first right of refusal to purchase transition period assets in the nine months subsequent to transaction close at a price of 10% of the historical undepreciated cost basis of the assets. Operation funding: From Nov. 8 until the execution of the agreement, the buyer will pay the seller $350,000 maximum per week for the continued operation of the buyer's customer servicing operations. In the event of any competing bids for the assets, resulting in totheHome.com not being the successful Buyer, it will receive a breakup fee of 4% of the purchase price to be paid at the time of the closing of the sale with such third party buyer. Chris Edwards, chief financial officer of the Debtor, tells the Court that the primary purpose of the Chapter 11 case is to effectuate a section 363 sale of substantially all of the Debtor's assets as a going concern or sales for select assets. FTI Consulting, Inc., assisted the Debtor in marketing its assets. 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. No request for, or appointment of, a trustee or examiner has been made in the Chapter 11 case. OPEN RANGE: House Panel Probes $267 Million USDA Loan ----------------------------------------------------- Keith Goldberg at Bankruptcy Law360 reports that a House panel launched an investigation into the U.S. Department of Agriculture's $267 million loan to Open Range Communications Inc. on Wednesday, over a month after the company that aimed to provide broadband Internet connections to rural communities filed for bankruptcy. Law360 relates that in a letter to the USDA's Rural Utilities Service, which awarded the loan in January 2009, leaders of the House Energy and Commerce Committee requested that RUS officials appear before the panel. 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 TEXT: S&P Assigns Rating to $600-Mil. Term Loan ---------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB' issue-level rating, and '1' recovery rating, to Waterloo, Ont.-based Open Text Corp.'s (BB+/Stable/--) $600 million term loan and $100 million revolving credit facility. The rating assignments follow the company's Nov. 9, 2011, announcement that it has entered into an amended and restated credit agreement. The agreement increases total borrowing availability to $700 million from $465 million. Proceeds from the term loan were used, in part, to fully repay borrowings under the company's existing $390 million term loan ($284 million outstanding at Sept. 30, 2011) and $75 million revolver ($49 million outstanding at Sept. 30, 2011, following a drawdown to partially fund the Global 360 Holding Corp. acquisition). "Following the financing, pro forma fiscal 2011 debt-to-EBITDA increases to about 2.4x from 1.4x at June 30, 2011, but remains within our leverage expectation of between 2x-3x at the current rating. Liquidity also remains adequate, as per our criteria," S&P said. "The ratings on Open Text reflect what we view as the company's fair business risk profile and intermediate financial risk profile," said Standard & Poor's credit analyst Madhav Hari. "The ratings are constrained by what we view as the highly competitive and rapidly evolving technology marketplace in which the company operates," Mr. Hari added. Ratings List Open Text Corp. Corporate credit rating BB+/Stable/-- Rating Assigned $600 million term loan BBB Recovery rating 1 $100 million revolving credit facility BBB Recovery rating 1 OPTIONS MEDIA: Hakan Koyuncu Resigns as Director ------------------------------------------------ Hakan Koyuncu notified Options Media Group Holdings, Inc., of his resignation as a director of the Company for personal reasons, effective Nov. 1, 2011. About Options Media Boca Raton, Fla.-based Options Media Group Holdings, Inc., had historically been an Internet marketing company providing e-mail services to corporate customers. Additionally, Options Media has a lead generation business and disposed of its SMS text messaging delivery business. In 2010, Options Media transitioned by changing its focus to smart phones and acquiring a robust anti- texting program that prohibits people in vehicles from texting, e- mailing, and reading such communications while moving. As part of its focus on mobile software applications, Options Media has also broadened its suite of products by continuing to improve the features of its Drive Safe(TM) anti-texting software. In conjunction with this change of focus, in February 2011, Options Media sold its e-mail and SMS businesses. Options Media retains its lead generation business. The Company's balance sheet at June 30, 2011, showed $3.9 million in total assets, $8.9 million in total liabilities, all current, and a stockholders' deficit of $5.0 million. As reported in the TCR on May 31, 2011, Salberg & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about Options Media Group Holdings' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has a net loss of $9.86 million, and net cash used in operations of $2.02 million for the year ended Dec. 31, 2010, and a working capital deficit and an accumulated deficit of $524,157, and $22.74 million respectively at Dec. 31, 2010. The independent auditors noted that the Company has also discontinued certain operations. OVERSEAS SHIPHOLDING: S&P Puts 'B' CCR on CreditWatch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' long-term corporate credit rating and all of its issue-level ratings on New York City-based Overseas Shipholding Group Inc. (OSG) on CreditWatch with negative implications. "The CreditWatch placement on Overseas Shipholding Group reflects our concerns over the deterioration in the company's financial profile resulting from prolonged revenue and earnings erosion and a significant debt burden," said Standard & Poor's credit analyst Funmi Afonja. For the quarter ended Sept. 30, 2011, the company reported a net loss of $71.1 million versus a loss of $31.8 million in the same period a year earlier. In resolving the CreditWatch listing, Standard & Poor's will assess OSG's revenue and earnings prospects and any potential changes in financial policies that could affect the company's financial profile. "We would likely lower our ratings if we believe that the company's financial profile will remain depressed because of weak tanker rates or incremental debt to finance the balance of its vessel newbuilds," Ms. Afonja said. OSG is one of the world's leading liquid bulk shipping companies. It primarily provides ocean transport of crude oil and petroleum products internationally and for the domestic U.S. flag trade. As of Sept. 30, 2011, the company operated a fleet of 112 vessels (66 owned, 46 chartered-in), totaling about 10.9 million deadweight tons. The company will take delivery of four vessels through 2013, bringing its total fleet at that time to 116 vessels. PACIFIC MONARCH: May Use Resort Finance's Cash Collateral --------------------------------------------------------- Judge Erithe A. Smith granted Pacific Monarch Resorts, Inc., and its affiliated debtors interim authority to use cash collateral securing their obligations to Resort Finance America LLC, which has consented to the cash use. The maximum amount of RFA?s Cash Collateral that the Debtors may spend during the period from the petition date through the entry of a final order regarding the use of the Cash Collateral, absent further Court order or the written consent of RFA, is $6.27 million. The Court will hold another hearing on the Debtors? request to continue using RFA?s Cash Collateral at 10 a.m. on Dec. 15, 2011. Objections are due 5:00 p.m. on Dec. 1, 2011. To protect against any aggregate diminution in the value of RFA?s liens in its collateral from and after the Petition Date resulting from the Debtors? use of Cash Collateral, the Interim Cash Collateral Order provides for (i) weekly payments to RFA of Cash Collateral in the Debtors? possession in excess of $2 million; (ii) a grant of replacement liens; and (iii) a superpriority claim to the extent of any such decline. The Interim Cash Collateral Order requires the Debtors to make an indefeasible payment of roughly $45 million, without further Court order, from the proceeds of any sale of the Debtors' assets. The Debtors will spend Cash Collateral in accordance with a budget. Pursuant to the Budget, the amount for the Debtors? professionals totals $150,000 during the first month, and $125,000 during the two months thereafter; the amount for any Committee professionals totals $40,000 during the first month, and $20,000 during the two months thereafter. Prepetition, the Debtors negotiated Asset Purchase Agreements between the Debtors and DPM Acquisition LLC, and between the Debtors and RFA PMR LoanCo, LLC, an affiliate of RFA, which together will effect a sale of substantially all assets of the Debtors. The Debtors require the use of Cash Collateral to continue operating as going concerns until the sales close. The Debtors owe RFA $266.9 million under prepetition loans as of the Petition Date. RFA acquired rights to the loans from GMAC Commercial Finance LLC. The Debtors also has a second credit facility from Branch Banking & Trust. PMR?s subsidiary, which serves as borrowers under the BB&T facility, currently owes BB&T $13 million and the debt is secured by notes in the face amount of $26.7 million. About Pacific Monarch Pacific Monarch Resorts, Inc., and certain affiliated debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases The Debtors' counsel are: Jeffrey C. Krause, Esq. Scott H. Yun, Esq. H. Alexander Fisch, Esq. Michael S. Neumeister, Esq. STUTMAN, TREISTER & GLATT PC 1901 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Telephone: (310) 228-5600 Telecopy: (310) 228-5788 E-mail: jkrause@stutman.com syun@stutman.com afisch@stutman.com mneumeister@stutman.com PACIFIC MONARCH: Schedules Filing Deadline Moved to Dec. 8 ---------------------------------------------------------- Pacific Monarch Resorts, Inc., and its affiliated debtors won an extension of their deadline to file schedules of assets and liabilities and statements of financial affairs. The new filing date is Dec. 8, 2011. The financial documents were originally due 14 days after the bankruptcy filing pursuant to federal bankruptcy rules. About Pacific Monarch Pacific Monarch Resorts, Inc., and certain affiliated debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. The Debtors' counsel are Jeffrey C. Krause, Esq., Scott H. Yun, Esq., H. Alexander Fisch, Esq., and Michael S. Neumeister, Esq., at Stutman, Treister & Glatt PC. PANTHEON INC: Moody's Lowers Corporate Family Rating to 'B3' ------------------------------------------------------------ Moody's downgraded the ratings of Patheon, Inc., including the Corporate Family Rating and Probability of Default Rating to B3 from B2. The ratings on the company's ABL facility and Senior Secured Notes were downgraded to B2 and B3, respectively. At the same time, Moody's downgraded the Speculative Grade Liquidity (SGL) Rating to SGL-3 from SGL-2 and changed the outlook to negative from stable. Ratings downgraded: $75 million ABL facility due 2014, to B2 (LGD 3, 43%) from Ba3 (LGD3, 32%) $280 million Senior Secured notes due 2017, to B3 (LGD 3, 46%) from B1 (LGD3, 41%) Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3 from B2 The rating outlook as changed to negative from stable. RATINGS RATIONALE The downgrade of the ratings reflects lower year-to-date on-going operating EBITDA and cash flow (excluding non-recurring items) than Moody's had expected. Further, cash flow and credit metrics will further weaken in late FY2011 and FY2012 as Moody's believes it will be difficult for Patheon to replace the revenue and EBITDA from the terminated J&J contract with new business. In February 2011, Patheon and Johnson & Johnson terminated a manufacturing and supply agreement after J&J received a Complete Response Letter from the FDA for Ceftobiprole. Near-term profitability and cash flow will also be weakened by investments (including consulting fees) the company is making to implement its new corporate strategy. The negative outlook reflects Moody's concern about the difficult current operating environment, particularly in Europe where the company generates a significant portion of revenue and cash flow. Further the negative outlook reflects the risk that the steps the company is taking to strengthen its core operations are not sufficient to result in sustained positive free cash flow. The downgrade of the SGL rating to SGL-3 (adequate liquidity) reflects greater cash use in operations and lower resulting cash balances than Moody's had anticipated. Further, as discussed above, Moody's believes operating challenges in the near-term will result in continued cash use for at least the next several quarters. Moody's assessment of adequate liquidity is supported by Patheon's July 31, 2011 cash balance of $40 million, available external liquidity (including an undrawn ABL and European lines of credit) as well as the lack of on-going maintenance covenants. The B3 Corporate Family Rating reflects Patheon's low returns on invested capital and sustained negative cash flow, as well as broader challenges in the contract manufacturing industry, including overcapacity. Further, the significant fixed costs of the business lead to high operating leverage and margins that are extremely sensitive to revenue and product mix. This characteristic, as well as the risk of project cancellations inherent in the contract manufacturing industry, lend a measure of volatility to both revenues and profitability. However, the ratings are supported by Moody's expectation that Patheon will maintain adequate liquidity over the next 12 months. Other supporting factors include the company's leading market position in the pharmaceutical contract manufacturing arena and Moody's expectation that demand from pharmaceutical companies for contract manufacturing services will be sound over the long-term. Moody's could downgrade the ratings if the company cannot reduce its rate of cash usage for operations in the near-term. Further, if Moody's believes interest coverage (as defined as EBITDA less capital expenditures to interest expense) will be sustained below 1.0 times, Moody's could downgrade the ratings. The outlook could be stabilized if Moody's expects sustained break-even type free cash flow and the maintenance of adequate liquidity. Moody's could upgrade the ratings if company is able to improve profitability, reduce earnings volatility and sustain debt to EBITDA that is below 4.0 times and interest coverage that is above 1.5 times. The principal methodology used in rating Patheon Inc. was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Patheon Inc., headquartered in Mississauga, Ontario, Canada is a leading provider of commercial manufacturing and pharmaceutical development services ("PDS") of branded and generic prescription drugs to the international pharmaceutical industry. Patheon's stock is publicly traded on the Toronto Stock Exchange, and the company recently began filing with the SEC. JLL Partners, a private equity firm, owns approximately 56% of the company's restricted voting shares. For the twelve month period ended July 31, 2011 Patheon reported revenues of $696 million. PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its counterparty credit rating on Penson Worldwide Inc. to 'B+' from 'BB-'. The outlook on the rating is negative. "At the same time, we lowered our rating on the company's $200 million senior secured second-lien loan to 'B' from 'B+'," S&P said. "The downgrade reflects our opinion that Penson's larger-than- expected loss in the third quarter is a sign of weak economic prospects. Low interest rates and trade volumes will, in our view, make it difficult for the company to generate enough revenues to cover its expenses," said Standard & Poor's credit analyst Vikas Jhaveri. "As a result, Penson likely will be unable to internally generate capital through at least 2012. Furthermore, although Penson has taken actions to reduce costs, we believe it will take at least several quarters before the company will produce positive operating income." Penson reported a loss from continuing operations of $10.6 million for the quarter ended Sept. 30, 2011, largely because of low volumes and low interest rates during the quarter. Although August was a relatively strong month for market volumes, July and September were seasonally slow. "We expect that as long as short- term interest rates remain low, the company's revenues will be largely dependent on trading volumes," S&P said. The company made efforts in the third quarter to streamline its operations to reduce costs. "However, we believe the company will break even, at best, in 2012. In response to the tough economic conditions, Penson announced plans to sell both its U.K. and Australian businesses. This will reduce expenses, but, in our opinion, it will also weaken the company's market position and geographic diversity. In addition, the company combined its U.S. broker-dealer and Futures Commissions Merchant operations, which lowered financing costs and freed up additional regulatory capital. The company also announced plans to further outsource technology processes and reduce its workforce," S&P related. "The negative outlook reflects our expectation that macroeconomic factors will continue to limit the company's ability to generate positive operating earnings and internally generate capital. We could lower the ratings if the company's strategic plans don't lower expenses in line with management's guidance, or if the company's cash burn rate exceeds our expectations, resulting in deteriorating liquidity," S&P said. PERSPECTIVA GROUP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Perspectiva Group, Inc. 211 N. Florence, Suite 204 El Paso, TX 79901 Bankruptcy Case No.: 11-32205 Chapter 11 Petition Date: November 9, 2011 Court: U.S. Bankruptcy Court Western District of Texas (El Paso) Judge: H. Christopher Mott Debtor's Counsel: Sidney J. Diamond, Esq. DIAMOND LAW 3800 N. Mesa B-3 El Paso, TX 79902 Tel: (915) 532-3327 Fax: (915) 532-3355 E-mail: usbc@sidneydiamond.com Estimated Assets: $500,001 to $1,000,000 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/txwb11-32205.pdf The petition was signed by Eugenio Mesta, president. PHILADELPHIA SCHOOL: Moody's Assigns 'Ba1' Underlying Rating ------------------------------------------------------------ Moody's has assigned enhanced Aa2 Rating with a negative outlook and a Ba1 underlying rating with a Stable Outlook to Philadelphia School District's (Pa) $221 Million General Obligation Bonds. Issue: General Obligation Bonds, Series A of 2011 (Qualified School Construction Bonds - Federally Taxable - Direct Subsidy); Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale Amount: $146,310,000; Expected Sale Date: 11/15/2011; Rating Description: General Obligation Issue: General Obligation Bonds, Series B of 2011 (Tax-Exempt); Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale Amount: $17,170,000; Expected Sale Date: 11/15/2011; Rating Description: General Obligation Issue: General Obligation Refunding Bonds, Series C of 2011 (Tax- Exempt); Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale Amount: $41,150,000; Expected Sale Date: 11/15/2011; Rating Description: General Obligation Issue: General Obligation Refunding Bonds, Series D of 2011 (Tax- Exempt); Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale Amount: $15,435,000; Expected Sale Date: 11/15/2011; Rating Description: General Obligation OPINION Moody's Investors Service has assigned an enhanced Aa2 rating with a negative outlook and an underlying rating of Ba1 and stable outlook to the Philadelphia School District's (PA) $146.3 million General Obligation Bonds, Series A of 2011, $17.12 million General Obligation Bonds, Series B of 2011, $41.2 million General Obligation Refunding Bonds, Series C of 2011, and $15.4 million General Obligation Refunding Bonds, Series D of 2011. Concurrently, Moody's has affirmed the Ba1 rating on $2 billion in parity debt issued directly by the school district and $884 million issued through the State School Public Building Authority. All series are secured by the full faith and credit of the school district within the limits prescribed by law. Proceeds of the Series A and B bonds will be used to finance the school district's ongoing capital plan. Proceeds from Series C and D will be used to refund short-term notes issued earlier this year in order refund a portion of the district's fiscal 2012 debt service payments. The short-term notes were issued to free up sinking fund payments that had already been set aside for fiscal 2012 debt service before the debt service date. The refunding had a net cost of approximately $550,000, or 1% of refunded principal. SUMMARY RATING RATIONALE The Ba1 rating reflects a significant budget gap in fiscal 2012 and the significant ongoing challenge for management to maintain balanced operations amid weak revenues, increasing expenditures related to charter school growth, and the depletion of reserves. The district continues to face numerous additional management and financial challenges, including sluggish tax base growth, considerable limitations on its ability to raise revenues, and substantial capital needs. The district also issued deficit funding bonds early in the 2000s, and has depended on modest borrowing to finance operating costs occasionally since that time. The district has an above average debt burden and moderate exposure to variable rate debt and interest rate swaps. The assignment of the enhanced Aa2/negative outlook on the current issue is based on the security provided by the commonwealth's school district intercept program. The rating and negative outlook reflect Moody's current assessments of the Pennsylvania School District Fiscal Agent Agreement Intercept Program, which provides for the intercept of state aid due in the current fiscal year in the event of a threatened payment failure by the district, and reflects the credit profile of the Commonwealth itself, whose general obligation bonds are rated Aa1/negative. STRENGTHS - Intercept of state aid sufficient to make debt service on direct debt and obligations issued through the State Public School Building Authority (SPSBA) - Daily sinking fund payments of property tax and state aid revenue provide additional bondholder security CHALLENGES - Significant gap in revenues in fiscal 2012 projected to deplete reserves - Revenue-raising ability constrained by city's control of tax increases - Narrow reserve levels - Above average debt burden - Below average socioeconomic profile OUTLOOK The underlying outlook on the general obligation rating is stable on an unenhanced basis (excluding the support provided by the state aid intercept). The district continues to face significant financial challenges in fiscal 2012, although management continues to address the significant loss of revenue through various strategies. Further deterioration in financial operations, however, could lead to a weakening of credit quality. WHAT COULD MAKE THE UNDERLYING RATING GO UP - Multi-year trend of surplus operating budgets resulting in satisfactory General Fund reserve levels WHAT COULD MAKE THE UNDERLYING RATING GO DOWN - Operating deficits in fiscal 2012 and beyond The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. POINT BLANK: Agrees to Pay $1 Million to Gov't Over Defective Vest ------------------------------------------------------------------ Kevin Gale, editor in chief at South Florida Business Journal, reports that the U.S. Department of Justice announced on Nov. 8, 2011, that Point Blank Solutions has agreed to pay $1 million to the federal government for knowingly manufacturing and selling defective Zylon bulletproof vests. According to the report, the assets of Point Blank were sold for $36.6 million on Oct. 28, 2011, to Boca Raton-based investment company Sun Capital Partners. The purchase price was not stated. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. POINT FURNITURE: Files for Chapter 11; Conducts GOB Sales --------------------------------------------------------- Annie Johnson, staff reporter at Nashville Business Journal, reports that Price Point Furniture filed on Nov. 9, 2011, for voluntary Chapter 11 bankruptcy protection and is promoting a massive "going out of business" sale at each of its three furniture store locations in Murfreesboro, Madison and Columbia, Tenn. According to the report, Price Point listed between $500,000 and $1 million in debts and between $50,000 and $100,000 in assets. Price Point's largest unsecured creditors include $106,000 for unpaid rent in Madison, Tennessee, $170,000 to Ashley Furniture and $96,000 to American Furniture Manufacturing in Mississippi. Madison-based Price Point Furniture -- http://www.pricepointfurniture.com/-- offers a huge selection of classic, traditional and contemporary branded furniture. PONCE DE LEON: Can Access PRLP Cash Collateral Until December 31 ---------------------------------------------------------------- Debtor Ponce De Leon 1043, Inc., and PRLP 2001 Holdings, LLC, have filed a stipulation that entitles the Debtor to use PRLP's cash collateral on a consensual basis, through and including Dec. 31, 2011. The Debtor recognizes and affirms that the the amount currently outstanding, due and payable to PRLP is $14,496,907.24, secured by the Debtor's Metro Plaza Tower housing project. Pursuant to the agreement, the Debtor will be authorized to use cash collateral solely to satisfy the permitted expenditures in a budget for the months of October, November and December 2011. The Debtor and PRLP have agreed that upon the consummation of each sale of the three (3) Units identified in the budget, not less than 65% of the proceeds of the sale will be paid to PRLP at closing. The remaining 35% of the proceeds will be paid to the Debtor to cover not more than the expenses described in the budget. The parties have further agreed that upon consummation of the sale of any additional unit sold over the 3 Units listed in the budget for the period, not less than 87% of the sale proceeds will be paid to PRLP at closing. As adequate protection, the Debtor grants to PRLP a replacement lien and a post-petition security interest on all of the assets and collateral acquired by the Debtor from the Petition Date through the Stipulation Date. The Debtor will submit to PRLP weekly reports as to the amount of cash collateral collected and used to satisfy Permitted Expenditures, and the Debtor's reorganization efforts (e.g. solicitation bids, offers, discussions with potential acquirers, etc.). As additional adequate protection, the Debtor grants that upon the consummation of any sale of substantially all of the Debtor's assets encumbered in favor of PRLP, and in any event if not earlier paid, upon the effective date of any plan confirmed in the Bankruptcy Case, the proceeds of the sale or funding under the plan will be paid immediately and indefeasibly to PRLP for its benefit in an amount equivalent to the total of the loans, plus any post-petition interest and charges. San Juan, P.R.-based Ponce De Leon 1403, Inc., developed, constructed, and operates the Metro Plaza Tower condominium and commercial property project in Santurce, Puerto Rico. The Metro Plaza Tower project consists of two 15-story towers atop a base structure that serves as a parking garage, common area, and retail space. Each tower houses 87 residential units. The base structure provides approximately 567 parking spaces and has approximately 14,000 square feet of commercial space available for lease. The common areas of the project include a swimming pool, a gym, gardens and a gazebo. Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D. P.R. Case No. 11-07920) on Sept. 19, 2011. The Debtor estimated both assets and debts of between $10 million and $50 million. Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan, Puerto Rico, represents the Debtor as counsel. Counsel for PRLP de Puerto Rico, may be reached at: Luis C. Marini, Esq. Ubaldo M. Fernandez, Esq. O'NEILL & BORGES American International Plaza 250 Munoz Rivera Avenue, Suite 800 San Juan, PR 00918-1813 Tel: (787) 764-8181 Fax: (787) 753-8944 E-mail: Luis.Marini@oneillborges.com Ubaldo.Fernandez@oneillborges.com RENO REDEVELOPMENT: S&P Cuts SPUR on Tax Increment Bonds to 'CC' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating and underlying rating (SPUR) to 'CC' from 'BB' on Reno Redevelopment Agency, Nev.'s senior-lien 2007A (taxable) and 2007B tax increment bonds. Standard & Poor's also lowered its SPUR to 'CC' from 'BB+' on the agency's series 1998F superior-lien tax increment bonds. The outlook is developing. "The rating actions reflect our view of declines in the agency's assessed value, which have caused annual debt service coverage to fall below 1x in fiscal 2012," said Standard & Poor's credit analyst Bryan Moore. "The downgrade further reflects the shortfall in pledged revenue, and the receiving of new information regarding the amount and use of the agency's debt service reserve to cover a September 2011 debt service payment." "The outlook is developing due to our view of uncertainty related to the attorney general's recent opinion on the methodology for the calculation of taxes due to a redevelopment agency," S&P said. RESIDENTIAL CAPITAL: S&P Cuts Counterparty Credit Rating to CCC --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term counterparty credit rating on Residential Capital LLC (ResCap) to 'CCC' from 'B+'. "At the same time, we placed the rating on CreditWatch with negative implications. In addition, we lowered our rating on ResCap's junior subordinated and senior unsecured debt to 'CC' from 'B-'," S&P said. Ally Financial, Residential Capital's ultimate parent company, recently strengthened its warnings about subsidiary ResCap's financial strength and announced that it plans to scale back part of the consolidated company's mortgage origination platform following a large third-quarter loss. "As a result, our confidence that Ally will continue to support ResCap, a residential mortgage originator and servicer, with debt financing or additional equity has declined substantially," said Standard & Poor's credit analyst Brendan Browne. "Until now, our ratings on ResCap have incorporated not only Ally's ongoing liquidity support for the unit, but also the potential for further extraordinary equity support. We now believe that the probability Ally would provide further material debt or equity to ResCap is low. Ally reiterated in its most recent public filings that ResCap's ability to continue as a going concern is in question, and its management has made clear that it intends to protect investors in Ally above all else. The parent also pointed out that ResCap operates as a separate legal entity and that there are limits to it receiving support," S&P related. ResCap reported a significant loss in the third quarter because of a large charge on its mortgage servicing rights, net of a hedge. The loss reduced its tangible equity to $331 million, closer to a $250 million covenant the company has on some of its debt. In addition, Ally announced that it would scale back originations in its correspondent mortgage channel, which has accounted for the majority of its originations, because of weakened profitability in the channel. "We believe that the change could diminish ResCap's business and earnings to some degree, weakening its ability to absorb the costs of its ongoing legal liabilities," S&P said. ResCap was a large originator and seller of mortgages during the housing bubble and has remained one of the top originators and servicers in the country. It has faced enormous scrutiny over its servicing practices and past originations. Most notably, state attorneys general have been attempting to reach a settlement with the company and other large servicers following allegations over poor foreclosure practices. Also, some private investors and monoline insurance companies are trying to force ResCap to repurchase a portion of the troubled mortgages that it originated and sold mainly from 2004-2007. This rating action does not affect the ratings on Ally Financial. "We believe that Ally's financial condition would strengthen if it could separate itself from ResCap's troubles. However, at this point, it's unclear whether Ally could do so from a legal standpoint. In addition, despite the future benefits, a ResCap bankruptcy would likely cost Ally its equity in the unit and perhaps a portion of the debt it has invested," S&P stated. "The CreditWatch negative reflects our view of the heightened possibility that Ally management may significantly reduce or even eliminate future financial support to ResCap. If this were to occur, we would lower our ratings on ResCap by one or more notches," said Mr. Browne. "If we believe that management will continue to provide sufficient liquidity and capital support to ResCap, we may affirm the ratings and remove them from CreditWatch negative." RLD INC: Sec. 341 Creditors' Meeting Set for Dec. 2 --------------------------------------------------- The U.S. Trustee for the Northern District of California will hold a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of RLD, Inc., on Dec. 2, 2011, at 3:30 p.m. at the Santa Rosa U.S. Trustee Office. Proofs of claim are due in the case by March 1, 2012. RLD, Inc., based in Santa Rosa, California, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011. Judge Alan Jaroslovsky presides over the case. The Law Offices of Steven M. Olson -- smo@smolsonlaw.com -- serves as the Debtor's counsel. The Debtor estimated $10 million to $50 million in assets and debts. ROLLING ACRES: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Rolling Acres Retirement Center, Inc. P.O. Box 128 Raleigh, MS 39153 Bankruptcy Case No.: 11-03872 Chapter 11 Petition Date: November 7, 2011 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson Divisional Office) Judge: Neil P. Olack Debtor's Counsel: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 248 East Capitol Street, Suite 539 Jackson, MS 39201 Tel: (601) 948-0586 Fax: (601) 948-0588 E-mail: wnewman95@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 Cynthia B. Culliver, president/director. SAND SPRING: Court Approves Employment of Epiq as Claims Agent -------------------------------------------------------------- Sand Spring Capital III, LLC, and its debtor-affiliates won the Court's permission to employ Epiq Bankruptcy Solutions LLC as their notice, claims and solicitation agent. Sand Spring said the Debtors have more than 200 creditors, investors and other parties in interest. While the office of the Clerk of the United States Bankruptcy Court for the District of Delaware ordinarily would serve notices on the Debtors? creditors and other parties in interest and administer claims against the Debtors, Sand Spring said this duty is delegated to a Court- approved claims and noticing agent in cases with large numbers of creditors and other parties in interest. Sand Spring said Epiq's retention is the most effective and efficient manner of noticing creditors, investors and other parties in interest of the filing of the Chapter 11 Cases and other developments in the Chapter 11 Cases. Epiq has nonetheless conducted a conflicts analysis and, to the best of its knowledge, Epiq neither holds nor represents an interest materially adverse to the Debtors? estates nor has a connection to the Debtors, their creditors or their related parties with respect to any matter for which Epiq will be employed. About Sand Spring Capital and CA Core Fixed Income Fund Baton Rouge, Louisiana-based Sand Spring Capital III LLC, CA Core Fixed Income Fund and their various affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13393) on Oct. 25, 2011. Hobart G. Truesdell, a principal of Walker, Truesdell, Roth & Associates, serves as agent for Sand Spring Capital III LLC, CA Core Fixed Income Fund LLC, CA High Yield Fund LLC, CA Strategic Equity Fund LLC and Sand Spring Capital III Master Fund, LLC -- collectively, the "Onshore Debtors." Mr. Truesdell, in his personal capacity, serves as a director of CA Core Fixed Income Offshore Fund Ltd., CA High Yield Offshore Fund Ltd., CA Strategic Equity Offshore Fund Ltd., and Sand Spring Capital III Ltd. -- collectively, the "Offshore Debtors." WTR and Truesdell have held these positions since January 2011. In his capacity as an Independent Fiduciary, Mr. Truesdell is one of the persons responsible for overseeing the Debtors? financial, operational and legal affairs. The Debtors are investment vehicles that hold securities and other assets for investment purposes for the benefit of their membership interest holders in the case of the Onshore Debtors, and their shareholders in the case of the Offshore Debtors. For each Onshore Debtor (other than SSC3MF) there is a corresponding Offshore Debtor, and each pair of Onshore and Offshore Debtors were established to pursue substantially identical investment strategies. The Onshore-Offshore differentiation was necessary to allow non-U.S. based and tax exempt investors the opportunity to participate in the Debtors? investment strategies and still remain in compliance with certain requirements under the U.S. securities and tax laws regarding investments by non-U.S. based and tax exempt investors. Since the Debtors? formation, their investment strategies and operations have been managed by Commonwealth Advisors, which is not a debtor in these Chapter 11 Cases. Commonwealth was established in 1991 and is an investment manager and adviser based in Baton Rouge, Louisiana. Commonwealth is headed by Walter Morales, its President, Chief Investment Manager and Portfolio Manager, and is staffed by a team of investment professionals. Judge Brendan Linehan Shannon presides over the jointly administered cases. Kenneth J. Enos, Esq., and Michael R. Nestor, Esq. -- bankfilings@ycst.com -- at Young Conaway Stargatt & Taylor, serve as the Debtors' counsel. SHASTA LAKE: Court Approves Andrew D. Smith as Special Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California authorized Shasta Lake Resorts LP to employ Andrew D. Smith as special counsel. Mr. Smith will file -- and represent the Debtor in -- an action to collect $11,000 from a boat buyer for sales tax recently paid by Debtor at the State's demand. Papers filed in the bankruptcy court say the firm's compensation will be at the "loadstar rate" applicable at the time that services are rendered. No hourly rate, fee arrangement, retainer arrangement, or fee contract referred to in application papers is approved. However, pursuant to the agreement of Andrew D. Smith, compensation for all services rendered related to the Collection Action will not exceed the total amount of $2,500. About Shasta Lake Lodi, California-based Shasta Lake Resorts LP, also known as houseboats.com, is a leading supplier of luxury houseboat rentals in Northern California, operating a fleet of about 65 houseboats primarily out of its Jones Valley Resort on Shasta Lake and its New Melones Lake Marina. SLR offers a full service dock at both Jones Valley Resort and New Melones Lake Marina, with overnight and year round moorage and small boat and accessory rentals. SLR also operates floating stores, which sell everything its customers may want to complete their houseboating experience, including grocery items, bait and tackle, water sports and marine items, unique gifts and apparel. SLR offers slip rentals at Sugarloaf Resort on Shasta Lake. SLR filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif. Case No. 11-37221) on July 13, 2011. Judge Christopher M. Klein is assigned to the case. Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento, California, represents SLR. The Debtor estimated assets of $10 million to $50 million, and debts of $1 million to $10 million. SHAW GROUP: Moody's Affirms 'Ba1' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service affirmed The Shaw Group Inc.'s Ba1 corporate family rating (CFR) and Ba1 senior unsecured rating but changed the ratings outlook to stable from positive as recent contract execution challenges have lessened Moody's confidence that the company's earnings over the next 12 to 18 months will support a ratings upgrade. In addition, Moody's assigned Shaw an SGL-2 speculative grade liquidity rating, indicating good liquidity, driven by the company's significant cash balances. Finally, Moody's lowered Shaw's probably of default rating (PDR) to Ba2 from Ba1 as the planned exercise of its put option in Westinghouse to Toshiba will effectively leave its (unfunded) bank credit facility as the sole debt instrument in the company's capital structure. A PDR of one notch below the CFR is consistent with the treatment of such capital structures pursuant to Moody's loss-given-default methodology. RATINGS RATIONALE Shaw's Ba1 corporate family rating is heavily influenced by the significant project execution risks associated with its fixed- price construction contracts coupled with the company's thin operating margin and meaningful cyclical exposure. These risks are mitigated by Shaw's solid balance sheet (adjusted debt primarily consists of capitalized operating leases), significant order backlog (3.4x trailing 12 month revenues) and its strong market position as a leading contractor to an assortment of end markets. These end markets include a mix of relatively stable government- funded environmental projects and utility power markets where Shaw maintains diverse construction and service capabilities. As well, Shaw is well positioned to benefit from an expected upswing in new nuclear project activity and regulatory-driven environmental spending by North American power utilities over the next few years. While Shaw's business risks will rise along with the increase in new nuclear plant activity in Moody's opinion, these risks are tempered by the expected divestiture of its Energy and Chemicals segment and exercise of the Westinghouse put, which will eliminate about $1.7 billion of non-recourse debt on Shaw's balance sheet. Moody's expects Shaw's key credit metrics will remain weak for its rating category through much of the rating horizon due to the significant contract charges and profit reversal that Shaw recorded in fiscal 2011, which reduced its adjusted EBITA margin to slightly below 0% from an average of almost 6% in the prior three years. As Moody's does not expect these charges to be repeated in fiscal 2012, Shaw's operating performance should improve materially through the rating horizon. The stable outlook incorporates Moody's expectation that Shaw's adjusted Debt/ EBITDA should reduce into the mid 2x's range over the next 12 to 18 months. For Shaw's rating to move higher, Moody's would need to expect that Shaw would sustain generally favorable project performance such that its adjusted Debt/ EBITDA would remain below 2.5x and its adjusted FFO/ Debt would remain above 40%. Downward rating action could result if Shaw's project execution were to become generally problematic or if the company pursued a large acquisition or share repurchases that resulted in its adjusted Debt/EBITDA sustained above 3.5x or its adjusted FFO/ Debt sustained below 25%. The principal methodology used in rating Shaw Group was the Global Construction Industry Methodology published in November 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. SHENGKAI INNOVATIONS: Gets NASDAQ Notice on Minimum Bid Rule ------------------------------------------------------------ Shengkai Innovations, Inc. received a notice from NASDAQ's Listing Qualifications Department indicating that for the last 30 consecutive business days the bid price for the Company's common stock had closed below the minimum $1.00 per share required for continued listing on The NASDAQ Global Market under NASDAQ Listing Rule 5450(a)(1). The notification letter states that the Company will have 180 calendar days, or until May 8, 2012, to regain compliance with the minimum bid price requirement. In order to regain compliance, shares of the Company's common stock must maintain a minimum closing bid price of $1.00 per share for a minimum of ten consecutive business days. The notification letter has no effect at this time on the listing of the Company's common stock on The NASDAQ Global Market. Shengkai's common stock will continue to trade on The NASDAQ Global Market under the symbol "VALV". If the Company does not regain compliance by May 8, 2012, the Company may be eligible for an additional grace period if it applies to transfer the listing of its common stock to The NASDAQ Capital Market. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the minimum bid price requirement, and provide written notice of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split if necessary. If the NASDAQ staff determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period, NASDAQ will provide notice that the Company's common stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. "We intend to actively monitor the bid price for our common stock and consider all available options to regain compliance with the NASDAQ minimum bid price requirement," noted Mr. Chen Wang, Chairman and Chief Executive Officer of Shengkai. About Shengkai Innovations Shengkai Innovations, Inc. is primarily engaged in the design, manufacture and sale of ceramic valves, high-tech ceramic materials and the provision of technical consultation and related services. The Company's industrial valve products are used by companies in the electric power, petrochemical and chemical, metallurgy and other industries as high-performance, more durable alternatives to traditional metal valves. The Company was founded in 1994 and is headquartered in Tianjin, the PRC. SOFTLAYER TECH: Moody's Raises PDR to 'B1'; Outlook Stable ---------------------------------------------------------- Moody's Investors Service has raised SoftLayer's probability of default rating (PDR) to B1 from B2, in accordance with Moody's Loss Given Default Methodology. Given the higher proportion of operating lease obligations in SoftLayer's capital structure following the company's recent expansion, Moody's has lowered the recovery rate assumption from 65% to 50%, and the PDR is now in line with the CFR rating of B1. Moody's affirmed the Company's B1 Corporate Family Rating ("CFR") and the B1 Rating on the Company's Senior Secured Credit Facility. The outlook is stable. Moody's has taken these rating actions: SoftLayer Technologies, Inc. Upgrade: Probability of Default Rating to B1 from B2 Moody's Investor's Service maintains the following ratings on SoftLayer Technologies, Inc.: Senior Secured Bank Credit Facility Rating of B1 -- LGD3-42% RATINGS RATIONALE SoftLayer's B1 rating largetly reflects the Company's recent expansion following the acquisition of thePlanet in November 2010, and strong margins. While SoftLayer has ample operating cash flows, much of the Company's cash flows are used for capital expenditures and data center space. SoftLayer's Moody's adjusted Debt/EBITDA was 3.6x for twelve months ending 6/30/2011, given additional operating leases and the resulting adjustments to debt. Given the high capital intensity of the business, Moody's expects the Company to operate at around 3.0x leverage. Moody's recognizes that the Company can exceed leverage targets over short periods as Moody's expects the Company to primarily use debt to fund ongoing growth. However, Moody's expects revenue commensurate with EBITDA growth should allow them to delever below 3.0x over the next year. The ratings are also supported by SoftLayer's strong and consistent growth from providing hosing and managed services to Internet-centric SMBs since its inception. The company's high EBITDA margins can translate into positive free cash flow once the company emerges from its growth phase. Moody's remains concerned about the longer term sustainability of that cash flow stream (as the potential commoditization of the various data center services may lead to price competitions), challenges associated with solidifying a defensible competitive position in the fragmented hosting segment of the data center services industry, and the Company's modest scale and short operating history. In Moody's view, as competition evolves, SoftLay'ers lack of customer constracts, currently an anomaly in the data center services industry, also constrains the rating. In addition, ratings are constrained by the continuing challenges for management to fully integrate the relatively underperforming operations of thePlanet.com. Liquidity is adequate, as the company has $17 million in cash as of the end of 6/30/2011, $27 million available unused capacitgy on its capital lease program, and full access to a $40 million senior secured revolver, which was increased from $20 million following thePlanet merger in November 2010. The revolver can help backstop potential free cash flow deficits as the Company expands its plans to add server capacity in new data centers. However, as the company continues aggressive expansion, SoftLayer may need to seek more funding or slow down growth given increasing capital expenditure needs. Rating Outlook The stable outlook reflects Moody's expectation that SoftLayer will continue to capitalize on strong demand for server capacity by Internet - centric SMB's over the medium-term and that the company will manage its growth within available liquidity. What Could Change the Rating - Up An upgrade is not likely over the near term as the company's small size constrains the rating, particularly as it navigates the still early phases of its lifecycle and works on integrating ThePlanet.com. However, once the above concerns are better mitigated, upward rating momentum could develop if SoftLayer successfully ramps up server utilization in its newly leased facilities, such that adjusted Debt/EBITDA leverage trends below 2.0x on a sustainable basis and the company generates consistent positive free cash flow in excess of 10% of adjusted debt. What Could Change the Rating -- Down Negative rating pressure could ensue if the company's liquidity becomes strained or leverage increases either due to the company's inability to integrate ThePlanet.com or as it adds new servers during its expansion, or thereafter, as the company must continue to replace existing capacity, and if adjusted leverage rises above 3.0x on a sustained basis. The principal methodology used in rating SoftLayer Technologies was the Global Communications Infrastructure Rating Methodology Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. SPRINT NEXTEL: Moody's Lifts Sprint's Liquidity Rating to SGL-2 --------------------------------------------------------------- Moody's Investors Service raised Sprint Nextel Corporation's Speculative Grade Liquidity (SGL) Rating to SGL-2, from SGL-3, due to its recent issuance of $3 billion 9% Junior Guaranteed Unsecured Notes due 2018 and $1 billion 11.5% Senior Unsecured Notes due 2021. Moody's expects the issuance to be used for general corporate purposes, the repayment of existing debt, network expansion and modernization, and the potential funding of Clearwire. Sprint's ratings remain under review for downgrade. RATINGS RATIONALE "The SGL rating has been raised to SGL-2 from SGL-3 due to an increase in cash from the $4 billion in recent notes offerings, an amount that comfortably exceeded Moody's expectations," said Moody's Senior Vice President, Dennis Saputo. Sprint also recently amended its credit facility which resulted in an increase of $150 million in commitment, to $2.24 billion, and a modification to the definition of EBITDA to permit Sprint to add back in its calculation of EBITDA certain equipment net subsidy costs. Both are positive liquidity developments. "That said, liquidity will steadily erode as the company faces significant future debt maturities and as it quickly ramps up capital spending to catch up with its competitors who have raced ahead with their 4G deployment," stated Saputo. Moody's has taken this rating action: Issuer: Sprint Nextel Corp. -- Speculative Grade Liquidity Rating -- SGL-2, from SGL-3 prior The principal methodology used in rating Sprint Nextel Corporation was the Global Telecommunications Industry Methodology, published December 2010. 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. Moody's most recent rating announcement for Sprint was on November 4, 2011. At that time, Moody's downgraded Sprint Nextel Corp's and Sprint Capital Corp's senior unsecured ratings to B3 from B2 and assigned a Ba3 rating to Sprint's proposed offering of Junior Guaranteed Unsecured Notes and a B3 rating to Sprint's proposed offering of Senior Unsecured Notes. SSI GROUP: To Sell Souper Salad Assets for $1.6 Million ------------------------------------------------------- Martin Bricketto at Bankruptcy Law360 reports that SSI Group Holding Corp., the owner of Grandy's and Souper Salad restaurants, spelled out the potential sale of its Souper Salad assets to a stalking horse bidder for at least $1.6 million in a court filing Tuesday in Delaware. 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. STATE AUTO: S&P Lowers Counterparty Credit Rating to 'BB+' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its counterparty credit and financial strength ratings on the operating insurance companies of State Auto Group to 'BBB+' from 'A-'. "At the same time, we lowered our counterparty credit rating on State Auto Financial Corp. (NASDAQ:STFC) to 'BB+' from 'BBB-'," S&P said. "The downgrade reflects primarily the substantial decline in capital adequacy from historical levels, mostly because of poor earnings from 2008 to 2010 and a considerable operating loss for the first nine months of 2011, coupled with the establishment of a valuation allowance against a substantial amount of net deferred tax assets," said Standard & Poor's credit analyst Pablo Feldman. "On a pro forma basis as of Sept. 30 2011, we expect financial leverage to increase to about 30% at year-end 2011 from 24% at the end of 2010, taking into account the company's decision to discontinue most retiree medical coverage. The reduced level of capital has also resulted in debt leverage modestly exceeding our tolerance level for debt funded double leverage, limiting the credit given in our capital analysis for insurance company statutory capital funded through debt issuance. We expect fixed charge coverage to be negative for 2011. Our negative assessment of management and corporate strategy at State Auto Group and our weak assessment of the company's enterprise risk management program (ERM) also support lowering the ratings. We believe that the deterioration in capitalization and operating performance is primarily the result of poor strategic decisions, such as an ineffective catastrophe management program and late pricing and underwriting actions." "Assuming no catastrophes for the remainder of 2011, the combined ratio for 2011 will likely be 114.5%-118.5% with a negative return on revenue (ROR). In 2012, assuming eight percentage points of catastrophe losses and no abnormal reserve releases, we expect the statutory combined ratio to be 100%-105% with an ROR in the low single digits and positive net income. We expect premium volume to increase by a low-single-digit rate in 2011 and similar amount in 2012. We expect financial leverage for the consolidated group to be between 30% and 40% and fixed charge coverage of at least 2x. We expect capital adequacy to improve back to the 'A' level by year end 2012, reflecting initiatives the company is taking or considering, including a multiyear reinsurance arrangement for its homeowners book and improved earnings assuming a return to a more normal level of catastrophe losses," S&P said. "We placed our ratings on State Auto Group on CreditWatch with negative implications because there is at least a 50% chance we could lower the ratings within the next three months. We expect to resolve the CreditWatch status once we know the outcome of State Auto Group's negotiations with various reinsurers to put in place a multiyear reinsurance arrangement for State Auto's homeowners book, which management discussed during its third-quarter earnings call, and once we can asses the mitigating impact on State Auto Group's catastrophe exposure profile, earnings volatility, and capital adequacy. We anticipate that any further ratings change will be no more than two notches," S&P related. STOCKDALE TOWER 1: Sec. 341 Creditors' Meeting on Dec. 21 --------------------------------------------------------- The Office of the U.S. Trustee in Fresno, California, will hold a meeting of creditors in the bankruptcy case of Stockdale Tower 1, LLC, pursuant to 11 U.S.C. Sec. 341(a) on Dec. 21, 2011, at 1:00 p.m. at Bakersfield Meeting Room. The last day to oppose discharge is Feb. 21, 2012. Proofs of Claim are due by March 20, 2012. Bakersfield, California-based Stockdale Tower 1, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on Nov. 7, 2011. Judge W. Richard Lee presides over the case. Jacob L. Eaton, Esq., serves as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets. STROSNIDER DRUG: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Strosnider Drug Store, Inc. dba Sav-Rite Pharmacy P.O. Box 600 Kermit, WV 25674 Bankruptcy Case No.: 11-20793 Chapter 11 Petition Date: November 8, 2011 Court: United States Bankruptcy Court Southern District of West Virginia (Charleston) Judge: Ronald G. Pearson Debtor's Counsel: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE P.O. Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Fax: (304) 925-2193 E-mail: jcaldwell@caldwellandriffee.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/wvsb11-20793.pdf The petition was signed by James Wooley, president. SUNVALLEY SOLAR: Signs Photovoltaic Contract with Best Cheer ------------------------------------------------------------ Sunvalley Solar,Inc., on Nov. 1, 2011, entered into a Photovoltaic System Contract with Best Cheer Stone, Inc., of Anahiem, California. Under the Contract, the Company has been engaged to install a 366.6 kW-DC photovoltaic solar power system for an estimated total price of $1,797,108. In addition, the Company has agreed to provide certain warranties to the customer regarding workmanship, minimum nominal power outputs of the system, and other matters. The Company expects to begin work on the system in early 2012. On Nov. 3, 2011, the Company entered into a Photovoltaic System Contract with Harmoni Group, Inc., of City of Industry, California. Under the Contract, the Company has been engaged to install a 200.925 kW-DC photovoltaic solar power system for an estimated total price of $820,999. About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. The Company's balance sheet at June 30, 2011, showed $3.88 million in total assets, $3.84 million in total liabilities and $36,619 total stockholders' equity. As reported in the TCR on April 8, 2011, Sadler, Gibb and Associates, LLC, in Salt Lake City, Utah, expressed substantial doubt about Sunvalley Solar's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had losses from operations of $375,839 and accumulated deficit of $958,924. According to the Company, the success of its business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover the Company's costs of operations /or upon obtaining additional financing. SUSTAINABLE ENVIRONMENTAL: Incurs $9,197 Loss in Sept. 30 Qtr. -------------------------------------------------------------- Sustainable Environmental Technologies Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $9,197 on $1.10 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $599,726 on $646,193 of total revenues for the same period a year ago. The Company also reported net income of $309,929 on $2.34 million of total revenues for the six months ended Sept. 30, 2011, compared with a net loss of $432,774 on $1.09 million of total revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.21 million in total assets, $3.40 million in total liabilities and a $192,319 total stockholders' deficit. During the quarter ended Dec. 31, 2010, the Company incurred an operating loss from continuing operations before income taxes of $265,464. As of Dec. 31, 2010, the Company had a working capital deficit of approximately $2.3 million. "These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the filing. A full-text copy of the Form 10-Q is available for free at: http://is.gd/rfOSrZ About Sustainable Environmental Upland, Calif.-based Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.) offers water and wastewater treatment engineering and construction services. T&A PROPERTIES: Boston Developer Files for Chapter 11 Bankruptcy ---------------------------------------------------------------- Eric Convey, managing editor at Boston Business Journal, reports that Boston developer T&A Properties LLC filed on Nov. 9, 2011, for protection under Chapter 11 of the bankruptcy code, listing both assets and debts of between $1 million and $10 million. According to report, the biggest creditor is listed as "Fannie Mae, care of Arbor Commercial Mortgage," owed $3.7 million. Assets consist of residential properties in East Boston, most of them three-families but some larger. The report notes that the Company is represented in the Chapter 11 proceedings by Timothy M. Mauser of Boston. The company's manager is Aaron M. Daigneault. T&A Properties incorporated in 2001. T&A Properties -- http://www.ta-properties.com/-- is a family owned and operated property management & remodeling company. TEEKAY CORP: High Leverage Prompts S&P to Cut CCR to 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit and unsecured debt ratings on Vancouver-based Teekay Corp. to 'BB-' from 'BB'. "The recovery rating on the unsecured debt is unchanged at '4', and indicates our expectation of average (30%- 50%) recovery in the event of default," S&P said. "At the same time, we removed all ratings on Teekay from CreditWatch, where they had been place with negative implications Sept. 30, 2011. The outlook is stable," S&P related. "The downgrade reflects our opinion of lower-than-expected EBITDA generation and currently high leverage," said Standard & Poor's credit analyst Jatinder Mall. "While we believe leverage will improve next year we expect it to remain at about 7x," Mr. Mall added. The ratings on Teekay are based on what Standard & Poor's views as the company's market-leading and defendable position in the shuttle tanker business, increasing revenue contribution from more stable liquefied gas and offshore segments, and improving product offerings. "These strengths are somewhat mitigated, we believe, by high leverage owing to prolonged weakness in tanker rates and the economic downturn, the competitive nature of the shipping industry, and the company's aggressive financial policy resulting from its history of debt-financed growth," S&P said. Teekay has grown from a midsize oil tanker company to one of the largest multinational transporters and logistic service providers of a comprehensive range of oil and gas products, including crude oil, liquefied natural gas, liquefied petroleum gas, and petroleum products. It has a consolidated fleet of 152 vessels that includes 115 owned vessels, 24 chartered-in vessels, and 13 newbuilds. The company's fleet is modern with an average age of 10.5 years. The stable outlook reflects Standard & Poor's expectations that Teekay's recent transactions will increase cash flows from the fixed contract business and leverage will gradually improve. "While leverage is currently high, we believe it will improve next year to about 7x. A downward revision to the ratings is likely if the company's adjusted leverage ratio deteriorates further due to weaker spot tanker rates or if it is unable to refinance debt leading to weaker liquidity and tighter covenant headroom. An upgrade in the near term is unlikely and would require significant improvement in the financial risk profile with sustained leverage of about 6.5x," S&P related. UPTOWN/STERLING TOWERS: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Uptown/Sterling Towers LLC 911 N. Amphlett Blvd. San Mateo, CA 94401 Bankruptcy Case No.: 11-34043 Chapter 11 Petition Date: November 11, 2011 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: Gregory A. Rougeau, Esq. LAW OFFICES OF MANASIAN AND ROUGEAU 400 Montgomery St. #1000 San Francisco, CA 94104 Tel: (415) 291-8425 E-mail: rougeau@mrlawsf.com Estimated Assets: $1,000,001 to $10,000,001 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 Monica Hujazi, managing member. WACO TOWN SQUARE: Files for Chapter 11 Bankruptcy ------------------------------------------------- Karen Smith Welch at Amarillo Globe-News reports that Waco Town Square Partners filed for Chapter 11 protection in October despite efforts to save it by the master developer of Amarillo's $113- million downtown project. Waco Town Square Partners is the developer of the Austin Avenue Flats loft and retail complex in Waco, Texas. According to the report, the principals in the Waco partnership, David Wallace and Costa Bajjali, own Wallace Bajjali Development Partners, the firm that is the master developer for a 300-room Wyndham convention center hotel and 4,500-seat baseball stadium to be built here through a public-private partnership with the city of Amarillo. The report notes that only Waco Town Square Partners, the real estate company formed for the loft project, is involved in the bankruptcy. The case does not involve the Wallace Bajjali firm or the larger Waco Town Square development, which expanded that city's property tax base by $30 million to $40 million, Waco City Manager Larry Groth told the Amarillo Globe-News last December. Mr. Groth did not return a call for comment Thursday. The report says Waco Town Square Partners owes almost $8 million plus interest to Waco Community Bank under loans that will mature in April, a bankruptcy document shows. The report relates that the Amarillo Local Government Corp., a city board, voted on Nov. 1, 2011, to reimburse the $947,000 Wallace Bajjali spent on advance work for the project, which Amarillo City Commissioners gave a green light in August. The commission appointed the government corporation to manage the project on the city's behalf. About Waco Town Square Partners Based in Sugar Land, Texas, Waco Town Square Partners, L.P., dba Austin Avenue Flats, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-38928) on Oct. 21, 2011. Judge David R. Jones presides over the case. Edward L. Rothberg, Esq. -- rothberg@hooverslovacek.com -- at Hoover Slovacek LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets and debts of $1 million to $10 million. The petition was signed by David Wallace, manager and secretary. Waco Town Square Partners II LP filed a separate petition (Bankr. S.D. Tex. Case No. 11-38929) on the same day, listing $100,001 to $500,000 in assets and $1 million to $10 million in debts. SWB Waco SH, L.P. filed for Chapter 11 (Bankr. S.D. Tex. Case No. 10-38001) on Sept. 7, 2010. WILLIAM LYON: Moody's Gives Ca/LD Probability of Default Rating --------------------------------------------------------------- Moody's Investors Service assigned a Ca/LD probability of default rating to William Lyon Homes, Inc. This action follows the company's announcement on November 4, 2011 that it had not made a required interest payment on its 10.75% senior unsecured notes within the 30-day grace period. By Moody's definition, the failure to make timely interest payments constitutes a limited default. After three days, Moody's will remove the LD designation. In a related action, Moody's affirmed the C (LGD5, 76%) rating on William Lyon's senior unsecured notes. The outlook remains negative. These rating actions were taken: Corporate family rating affirmed at Ca Probability of default rating of Ca revised to Ca/LD to indicate limited default $67 million of 7.625% senior unsecured notes due 12/15/2012 affirmed at C (LGD5, 76%) $139 million of 10.75% senior unsecured notes due 4/01/2013 affirmed at C (LGD5, 76%) $78 million of 7.5% senior unsecured notes due 2/15/2014 affirmed at C (LGD5, 76%) RATINGS RATIONALE On October 1, 2011, William Lyon Homes filed an 8-K report with the SEC indicating that it had missed a semi-annual interest payment of $ 7,486,192.50 on its 10.75% senior unsecured notes due April 1, 2013 ("the Notes). The Indenture governing the Notes allows a 30-day grace period, which expired on October 31, 2011, but the company failed to make the payment prior to that date. Non-payment of interest on the scheduled due date is not an event of default under the Indenture unless the interest payment is not made within such 30-day grace period. The company is also currently in violation of the tangible net worth covenant under its senior secured term loan, which permits lenders to exercise any and all available remedies. On November 4, 2011, William Lyon announced a proposed restructuring of its capital structure, which, at that time, was supported by holders of approximately 63.5% of the outstanding principal amount of William Lyon's senior unsecured notes. These consenting noteholders entered into a Noteholder Support Agreement with the company to refrain from accelerating the maturity of the Notes due to its failure to make the scheduled interest payment. Likewise, the senior secured lenders have entered into a Lender Support Agreement to vote in favor of the restructuring plan. These agreements are subject to early termination by the consenting noteholders and lenders under certain conditions specified in the respective Agreements. William Lyon's proposed restructuring plan is still subject to final approval. Begun in 1956 and headquartered in Newport Beach, California, William Lyon Homes designs, builds, and sells single family detached and attached homes in California, Arizona and Nevada. Consolidated revenue and net income including charges for the twelve months ended June 30, 2011 were approximately $267 million and negative $146 million, respectively. The principal methodology used in rating Williams Lyons Homes was the Global Homebuilding Industry Methodology published in March 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. X HANGING: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------- Debtor: X Hanging Diamond Ranch, Inc. P.O. Box 24 Winifred, MT 59489 Bankruptcy Case No.: 11-62122 Chapter 11 Petition Date: November 7, 2011 Court: United States Bankruptcy Court District of Montana (Butte) Debtor's Counsel: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN Ste 300, The Fratt Bldg 2817 2nd Ave N Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 E-mail: japatten@ppbglaw.com Scheduled Assets: $2,410,388 Scheduled Debts: $7,548,173 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mtb11-62122.pdf The petition was signed by Annette Bold, secretary/treasurer. ZAYO GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue-level and '4' recovery ratings to Zayo Group LLC's proposed senior secured term loan B due 2016. The '4' recovery rating indicates expectations for average (30% to 50%) recovery in the event of a payment default. The term loan is being co-issued by Zayo Capital Inc. and ranks equally in right of payment with the existing revolver and senior secured notes. Proceeds will be used to partly finance the company's pending acquisition of 360networks Holdings (USA) Inc. "In addition, we raised our issue-level rating on Zayo's $350 million of senior secured notes due 2017 to 'B' from 'B-'. We revised the recovery rating for these notes to '4' from '5'. The upgrade is due to a revision in our distressed valuation multiple to 4x from 3x given the company's growth and accumulation of fiber assets which are either owned or under long-term indefeasible rights of use (IRUs), which we believe improves value retention characteristics. At the same time, we affirmed the 'B' corporate credit rating on Zayo. The outlook is stable," S&P said. "The ratings on Louisville, Colo.-based Zayo Group LLC reflect its highly leveraged capital structure, aggressive acquisition and capital investment strategy, and significant competition among fiber-based bandwidth providers," said Standard & Poor's credit analyst Naveen Sarma. "Our stable outlook on Zayo reflects the company's strong growth prospects balanced by what we consider a highly leveraged financial risk profile and aggressive financial policy. We believe adjusted leverage will remain elevated through fiscal year 2013, with EBITDA growth potentially offset by additional debt-financed acquisitions or capital investments," S&P related. "We could lower the rating if leverage remained above 7x, including our adjustments, on a sustained basis. In our view, this could most likely occur if the company made a poor debt-funded acquisition that resulted in a loss of EBITDA or cash flow, or if the pricing environment were to deteriorate due to increased competition. We view a ratings upgrade as unlikely. While our target for an upgrade is sustained adjusted leverage in the mid-4x range, our base expectation is that Zayo will continue to pursue debt-financed acquisitions or capital investments that will keep leverage above 5x," S&P said. ZAKHEM CENTER: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: Zakhem Center, LLC 3458 S. Federal Blvd. Sheridan, CO 80110 Bankruptcy Case No.: 11-36166 Chapter 11 Petition Date: November 7, 2011 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Timothy R. Franklin, Esq. THE ROCKY MOUNTAIN LAW GROUP LLC 10800 E. Bethany Dr., Ste. 550 Aurora, CO 80014 Tel: (303) 597-0202 Fax: (303) 597-0235 E-mail: tfranklin@rmlawgrp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ First American Bank loan $3,130,000 State Bank 8390 E. Cresent Parkway, Suite 100 Greenwood Village, CO 80111 The petition was signed by Marwan Zakhem, manager. * Delaware Senator Co-Sponsors Bipartisan Bill ---------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Chris Coons, a Democratic senator from Delaware, is co-sponsor of a bipartisan bill that would prevent his home state from losing five of its six bankruptcy judges by attrition in coming years. According to the report, as a budget-saving measure based on the notion that bankruptcy filings would decline over time, Congress created 30 temporary bankruptcy judgeships around the country. Five of the six judges in Delaware are on temporary status. Although Congress periodically extended the tenure of temporary judges, the latest renewal expired. Expiration doesn't mean that those on temporary judgeships must resign. Rather, it means that if a judge retires in a district with temporary slots, another judge won't be appointed. Five of the six bankruptcy judges in the District of Delaware are temporary. Sen. Coons, along with Republican Senator Johnny Isakson of Georgia, introduced S. 1821, a bill known as the Temporary bankruptcy Judgeships Extension Act of 2011. It is designed to keep 14 states and Puerto Rico from losing bankruptcy judges. Unless the bill passes, the Southern District of New York, including Manhattan, is at risk of losing one judgeship. The Central District of California, which includes Los Angeles, would lose three, as would Maryland. Apart from two judges lost in Puerto Rico and the Southern District of Florida, including Miami and Fort Lauderdale, all other districts would drop one judge. In the Senate, the bill is co-sponsored by four other Republican senators and two Democrats, one being Tom Carper, the other senator from Delaware. The bill has been referred to the Senate Judiciary Committee. Introduced in March, a similar bill is pending in the House, H.R. 1021, co-sponsored by Lamar Smith from Texas, chairman of the Judiciary Committee. The bills would extend the tenure of temporary judgeships by five years. * S&P's Global Corporate Default Tally Rises to 40 Issuers ---------------------------------------------------------- Standard & Poor's Ratings Services downgraded Italy-based publisher Seat PagineGialle to 'SD' last week after the publisher failed to make interest payments on its subordinated notes. This raised the tally of global corporate defaults so far in 2011 to 40 issuers, said an article published Nov. 10 by Standard & Poor's Global Fixed Income Research, titled "Global Corporate Default Update (Nov. 3-9, 2011)." Of the total defaulters this year, 29 are based in the U.S., three are based in New Zealand, two are in Canada, and one each is in the Czech Republic, Greece, France, Israel, Italy, and Russia. Of the defaulters by this time in 2010, 53 were U.S.-based issuers, nine were from the other developed region (Australia, Canada, Japan, and New Zealand), eight were from the emerging markets, and two were European issuers. Sixteen of this year's defaults were due to missed interest or principal payments and eight were due to distressed exchanges -- both of which were among the top reasons for defaults in 2010. Bankruptcy filings followed with seven defaults, and regulatory actions accounted for three. Of the remaining defaults, one issuer failed to finalize refinancing on its bank loan, one had its banking license revoked by its country's central bank, another was appointed a receiver, and three were confidential. By comparison, in 2010, 28 defaults resulted from missed interest or principal payments, 25 from Chapter 11 and foreign bankruptcy filings, 23 from distressed exchanges, three from receiverships, one from a regulatory directive, and one from administration. * CMBS Loan Defaults Expected to Remain High in 2012 ---------------------------------------------------- North American commercial loan defaults slowed in the first half of 2011 after spiking in 2009 and 2010, according to a recent research paper published by Standard & Poor's Ratings Services. In the first six months of 2011, there were 801 commercial mortgage-backed securities (CMBS) loan defaults, versus 1,200 in the comparable 2010 period. The loss severity rate also fell slightly in this period, dropping to 42.7% from 46.6%. Over the study period, which spanned from 1993 through June 2011, 8,418 loans defaulted, yielding a cumulative loan default rate of 12.12%. With commercial real estate lenders becoming more cautious in the current environment, refinancing prospects for maturing loans have lessened. As 2012 is a big year for CMBS loan maturities, annual loan defaults, in our view, could increase above current levels. Loss severity rates, however, may have already peaked, as the stress in the property markets that existed in 2009 and 2010 has subsided. Highlights of the study include: -- By loan count, the cumulative default rate increased to 12.12% through June 2011, compared with 10.97% in 2010 and 7.68% in 2009. -- Cumulative loan defaults by principal balance had risen to $100.66 billion, or 10.57%, through June 2011, up from $88.64 billion in 2010. -- The largest increase in defaults by loan size occurred in the greater-than-$100 million balance category. -- Lodging has the highest cumulative default rate. -- 771 loans were resolved in the first half of 2011, compared with 1,199 in 2010 and 345 in 2009. -- Through June 2011, 4,563 (54.21%) of the 8,418 loans that had defaulted were resolved; 80.41% of these were resolved at a loss. -- Cumulative losses totaled $10.13 billion through the study period, for a loss rate of 1.06%. -- The average loss severity rate for loans resolved with losses was 39.07%. -- Of the major property types, lodging had the highest average loss severity rate at 42.96%. The report also contains the cumulative loss rates for 684 transactions. The complete default study, "North American CMBS Default And Loss Study: The Recent Decline In Loan Defaults May Not Be Sustainable," was published Nov. 10, 2011. * Georgia Bank Shuttered; Nation's Total This Year Now 88 --------------------------------------------------------- Community Bank of Rockmart, Rockmart, Georgia, was closed Nov. 10 by the Georgia Department of Banking and Finance, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Century Bank of Georgia, Cartersville, Georgia, to assume all of the deposits of Community Bank of Rockmart. As of Sept. 30, 2011, Community Bank of Rockmart had approximately $62.4 million in total assets and $55.9 million in total deposits. In addition to assuming all of the deposits, Century Bank of Georgia agreed to purchase approximately $40.7 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. The FDIC estimates that the cost to the Deposit Insurance Fund will be $14.5 million. Compared to other alternatives, Century Bank of Georgia's acquisition was the least costly resolution for the FDIC's DIF. Community Bank of Rockmart is the 88th FDIC- insured institution to fail in the nation this year, and the 23rd in Georgia. The last FDIC-insured institution closed in the state was Decatur First Bank, Decatur, on Oct. 21, 2011. 2011 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ----------- ----------------- ------------ Community Bank $62.4 Century Bank of Georgia $14.5 SunFirst Bank $198.1 Cache Valley Ban $49.7 Mid City Bank, Inc. $106.1 Premier Bank $12.7 All American Bank $37.8 Int'l Bank of Chicago $6.5 Community Banks $1,380.0 Bank Midwest, N.A. $224.9 Community Capital $181.2 State Bank and Trust $62.0 Old Harbor Bank $215.9 1st United Bank $39.3 Decatur First Bank $191.5 Fidelity Bank $32.6 Country Bank $190.6 Blackhawk Bank & Trust $66.3 First State Bank $204.4 Northfield Bank $45.8 Piedmont Community $201.7 State Bank and Trust $71.6 Blue Ridge Savings $161.0 Bank of North Carolina $38.0 Sun Security Bank $355.9 Great Southern Bank $118.3 The RiverBank $417.4 Central Bank $71.4 First International Bank $239.9 American First Nat'l $53.8 Citizens Bank of N. Ca. $288.8 Tri Counties Bank $37.2 Bank of the Commonwealth $985.1 Southern Bank and Trust $268.3 First Nat'l Bank, Fla. $296.8 CharterBank $46.9 CreekSide Bank $102.3 Georgia Commerce Bank $27.3 Patriot Bank of Georgia $150.8 Georgia Commerce Bank $44.4 First Choice Bank Geneva $141.0 Inland Bank & Trust $31.0 First Southern Nat'l $164.6 Heritage Bank of the South $39.6 Lydian Private Bank $1,700.0 Sabadell United Bank $293.2 Public Savings Bank $46.8 Capital Bank, N.A. $11.0 1st Nat'l Bank of Olathe $538.1 Enterprise Bank & Trust $116.6 Bank of Whitman $548.6 Columbia State Bank $134.8 Bank of Shorewood $110.7 Heartland Bank and Trust $25.6 Integra Bank $2,200.0 Old National Bank $170.7 BankMeridian, N.A. $239.8 SCBT N.A. $65.4 Virginia Business $95.8 Xenith Bank $17.3 Bank of Choice $1,070.0 Bank Midwest, N.A. $213.6 LandMark Bank of Fla. $275.0 American Momentum $34.4 Southshore Community $46.3 American Momentum $8.3 Summit Bank $72.0 The Foothills Bank $11.3 First Peoples Bank $228.3 Premier American Bank $7.4 One Georgia Bank $186.3 Ameris Bank $44.4 High Trust Bank $192.5 Ameris Bank $66.0 Colorado Capital $717.5 First-Citizens Bank $283.8 First Chicago Bank $959.3 Northbrook Bank $284.3 Signature Bank $66.7 Points West Community $22.3 Mountain Heritage $103.7 First American Bank $41.1 First Commercial Bank $98.6 Stonegate Bank $28.5 McIntosh State Bank $339.9 Hamilton State Bank $80.0 Atlantic Bank and Trust $208.2 First Citizens Bank $36.4 First Heritage Bank $173.5 Columbia State $34.9 First Georgia Banking $731.0 CertusBank $156.5 Atlantic Southern $741.9 CertusBank $273.5 Summit Bank $142.7 Columbia State $15.7 Coastal Bank $129.4 Premier American Bank $13.4 Community Central $476.3 Talmer Bank & Trust $183.2 The Park Avenue Bank $953.3 Bank of the Ozarks $306.1 Cortez Community Bank $70.9 Florida Community Bank $18.6 First National Bank $352.0 Florida Community Bank $42.9 First Choice Community $308.5 Bank of the Ozarks $92.4 Heritage Banking $224.0 Trustmark National $49.1 Rosemount National $37.6 Central Bank $3.6 Nexity Bank $793.7 AloStar Bank of Commerce $175.4 New Horizons Bank $110.7 Citizens South Bank $30.9 Bartow County Bank $330.2 Hamilton State Bank $69.5 Superior Bank $3,000.0 Superior Bank, N.A. $259.6 Nevada Commerce Bank $144.9 City National Bank $31.9 Western Springs $186.8 Heartland Bank $31.0 Bank of Commerce $163.1 Advantage National $41.9 Legacy Bank $190.4 Seaway Bank and Trust $43.5 First Nat'l Bank of Davis $90.2 The Pauls Valley National $26.5 Valley Community Bank $123.8 First State Bank $22.8 Citizens Bank $214.3 Heritage Bank $59.4 San Luis Trust $332.6 First California $96.1 Habersham Bank $387.6 SCBT National $90.3 Charter Oak Bank $120.8 Bank of Marin $21.8 Sunshine State $125.5 Premier American $30.0 Badger State Bank $83.8 Royal Bank $17.5 Canyon National $210.9 Pacific Premier Bank $10.0 Peoples State Bank $390.5 First Michigan Bank $87.4 American Trust Bank $238.2 Renasant Bank $71.5 Community First $51.1 Northbrook Bank $11.7 North Georgia Bank $153.2 BankSouth $35.2 First Community Bank $2,310.0 U.S. Bank, N.A. $260.0 FirsTier Bank $781.5 No Acquirer $242.6 Evergreen State $246.5 McFarland State $22.8 The First State Bank $43.5 Bank 7 $20.1 The Bank of Asheville $195.1 First Bank $56.2 CommunitySouth Bank $440.6 Certus Bank $46.3 Enterprise Banking $100.9 [No Acquirer] $39.6 United Western Bank $2,050.0 First-Citizens Bank $312.8 Oglethorpe Bank $230.6 Bank of the Ozarks $80.4 Legacy Bank, Arizona $150.6 Enterprise Bank & Trust $27.9 First Commercial Bank $598.5 First Southern Bank $78.0 In 2010, there were 157 failed banks, compared with 140 in 2009 and just 25 for 2008. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 865 Banks in Problem List The Federal Deposit Insurance Corp.'s list of "problem" banks fell in the second quarter 2011 for the first time since 2006 as the industry's income improved and costs tied to bad loans eased. The confidential list of banks deemed at greater risk of collapse shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly Banking Profile. The last time that happened was the third quarter of 2006 before the credit crisis began, the agency said. The FDIC defines "problem" institutions as those with financial, operational or managerial weaknesses that threaten their viability. The deposit insurance fund, which protects customer holdings up to $250,000 per account in the event of a failure, was positive for the first time in two years, the agency said. The fund rose to $3.9 billion, because of fewer expected bank failures and assessment revenue, the agency said. The FDIC insures deposits at more than 7,500 banks and thrifts. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2010 884 $390,017 157 $92,085 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 Federal regulators assign a composite rating to each financial institution, based upon an evaluation of financial and operational criteria. The rating is based on a scale of 1 to 5 in ascending order of supervisory concern. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. Depending upon the degree of risk and supervisory concern, they are rated either a "4" or "5." The number and assets of "problem" institutions are based on FDIC composite ratings. Prior to March 31, 2008, for institutions whose primary federal regulator was the OTS, the OTS composite rating was used. * BOND PRICING -- For Week From Nov. 7 to 11, 2011 -------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AHERN RENTALS 9.250 8/15/2013 28.100 AMBAC INC 5.950 12/5/2035 11.800 AMBAC INC 6.150 2/7/2087 1.375 AMBAC INC 7.500 5/1/2023 13.130 AMBAC INC 9.375 8/1/2011 13.250 AMBAC INC 9.500 2/15/2021 10.000 AMER GENL FIN 4.500 11/15/2011 97.750 AMERICAN ORIENT 5.000 7/15/2015 30.630 BANK NEW ENGLAND 8.750 4/1/1999 14.000 BANK NEW ENGLAND 9.875 9/15/1999 14.000 BANK ONE CORP 5.900 11/15/2011 100.020 BANKUNITED FINL 6.370 5/17/2012 9.500 BLOCKBUSTER INC 11.750 10/1/2014 2.125 CAPMARK FINL GRP 5.875 5/10/2012 50.500 CENTRAL EUROPEAN 3.000 3/15/2013 48.000 CIRCUS & ELDORAD 10.125 3/1/2012 68.375 CRED SUIS FB USA 6.125 11/15/2011 100.000 DAE AVIATION 11.250 8/1/2015 39.875 DIRECTBUY HLDG 12.000 2/1/2017 24.500 DIRECTBUY HLDG 12.000 2/1/2017 24.500 DUNE ENERGY INC 10.500 6/1/2012 55.500 DYNEGY HLDGS INC 8.750 2/15/2012 72.200 EASTMAN KODAK CO 7.250 11/15/2013 41.842 EDDIE BAUER HLDG 5.250 4/1/2014 6.750 ENERGY CONVERS 3.000 6/15/2013 44.250 EVERGREEN SOLAR 4.000 7/15/2013 0.500 EVERGREEN SOLAR 4.000 7/15/2020 0.250 EVERGREEN SOLAR 13.000 4/15/2015 53.000 FAIRPOINT COMMUN 13.125 4/1/2018 1.000 FAIRPOINT COMMUN 13.125 4/2/2018 0.999 GLOBALSTAR INC 5.750 4/1/2028 30.500 GMX RESOURCES 5.000 2/1/2013 57.000 GMX RESOURCES 5.000 2/1/2013 57.021 GREAT ATLA & PAC 6.750 12/15/2012 20.375 HAWKER BEECHCRAF 8.500 4/1/2015 30.000 HAWKER BEECHCRAF 9.750 4/1/2017 26.000 HORIZON LINES 4.250 8/15/2012 69.000 K HOVNANIAN ENTR 6.500 1/15/2014 55.000 K HOVNANIAN ENTR 11.875 10/15/2015 52.900 LEHMAN BROS HLDG 0.250 6/29/2012 23.000 LEHMAN BROS HLDG 3.000 11/17/2012 24.250 LEHMAN BROS HLDG 4.700 3/6/2013 23.875 LEHMAN BROS HLDG 4.800 2/27/2013 23.500 LEHMAN BROS HLDG 4.800 3/13/2014 22.994 LEHMAN BROS HLDG 5.000 1/22/2013 23.250 LEHMAN BROS HLDG 5.000 2/11/2013 23.500 LEHMAN BROS HLDG 5.000 3/27/2013 23.500 LEHMAN BROS HLDG 5.000 8/3/2014 23.000 LEHMAN BROS HLDG 5.000 8/5/2015 23.260 LEHMAN BROS HLDG 5.100 1/28/2013 23.875 LEHMAN BROS HLDG 5.150 2/4/2015 23.002 LEHMAN BROS HLDG 5.250 1/30/2014 23.125 LEHMAN BROS HLDG 5.250 2/11/2015 23.130 LEHMAN BROS HLDG 5.250 3/5/2018 21.500 LEHMAN BROS HLDG 5.500 4/4/2016 23.323 LEHMAN BROS HLDG 5.625 1/24/2013 23.910 LEHMAN BROS HLDG 5.750 5/17/2013 23.382 LEHMAN BROS HLDG 6.000 7/19/2012 24.625 LEHMAN BROS HLDG 6.000 2/12/2018 23.500 LEHMAN BROS HLDG 6.200 9/26/2014 22.625 LEHMAN BROS HLDG 7.000 6/26/2015 23.625 LEHMAN BROS HLDG 7.000 12/18/2015 22.180 LEHMAN BROS HLDG 7.000 4/16/2019 22.000 LEHMAN BROS HLDG 8.050 1/15/2019 21.000 LEHMAN BROS HLDG 8.400 2/22/2023 21.500 LEHMAN BROS HLDG 8.500 8/1/2015 23.750 LEHMAN BROS HLDG 8.500 6/15/2022 22.450 LEHMAN BROS HLDG 8.800 3/1/2015 23.000 LEHMAN BROS HLDG 8.920 2/16/2017 24.375 LEHMAN BROS HLDG 9.000 12/28/2022 21.750 LEHMAN BROS HLDG 9.000 3/7/2023 22.125 LEHMAN BROS HLDG 9.500 12/28/2022 22.000 LEHMAN BROS HLDG 9.500 1/30/2023 23.500 LEHMAN BROS HLDG 9.500 2/27/2023 23.500 LEHMAN BROS HLDG 10.000 3/13/2023 22.500 LEHMAN BROS HLDG 10.375 5/24/2024 22.000 LEHMAN BROS HLDG 11.000 6/22/2022 22.210 LEHMAN BROS HLDG 11.000 7/18/2022 22.750 LEHMAN BROS HLDG 11.000 8/29/2022 20.000 LEHMAN BROS HLDG 11.000 3/17/2028 23.500 LEHMAN BROS HLDG 11.500 9/26/2022 23.375 LEHMAN BROS INC 7.500 8/1/2026 14.500 MAJESTIC STAR 9.750 1/15/2011 4.000 MANNKIND CORP 3.750 12/15/2013 53.000 MF GLOBAL LTD 9.000 6/20/2038 32.000 MOHEGAN TRIBAL 6.125 2/15/2013 55.000 MOHEGAN TRIBAL 7.125 8/15/2014 51.000 MOHEGAN TRIBAL 7.125 8/15/2014 49.875 MOHEGAN TRIBAL 8.000 4/1/2012 72.275 NEBRASKA BOOK CO 8.625 3/15/2012 24.000 NEBRASKA BOOK CO 10.000 12/1/2011 86.000 PENSON WORLDWIDE 8.000 6/1/2014 41.598 PMI CAPITAL I 8.309 2/1/2027 9.000 PMI GROUP INC 6.000 9/15/2016 27.000 RADIAN GROUP 5.625 2/15/2013 67.975 REAL MEX RESTAUR 14.000 1/1/2013 44.000 RESIDENTIAL CAP 8.500 6/1/2012 61.875 RESIDENTIAL CAP 8.500 4/17/2013 89.000 RESIDENTIAL CAP 8.875 6/30/2015 9.625 RESTAURANT CO 10.000 10/1/2013 16.000 TEXAS COMP/TCEH 7.000 3/15/2013 29.000 TEXAS COMP/TCEH 10.250 11/1/2015 40.400 TEXAS COMP/TCEH 10.250 11/1/2015 36.875 TEXAS COMP/TCEH 10.250 11/1/2015 38.500 THORNBURG MTG 8.000 5/15/2013 11.500 TIMES MIRROR CO 7.250 3/1/2013 38.250 TOUSA INC 9.000 7/1/2010 22.375 TRAVELPORT LLC 11.875 9/1/2016 36.500 TRAVELPORT LLC 11.875 9/1/2016 36.625 TRICO MARINE 3.000 1/15/2027 1.500 TRICO MARINE SER 8.125 2/1/2013 4.195 WCI COMMUNITIES 4.000 8/5/2023 1.570 WCI COMMUNITIES 7.875 10/1/2013 0.400 WILLIAM LYON INC 7.500 2/15/2014 30.000 WILLIAM LYON INC 10.750 4/1/2013 29.750 WILLIAM LYONS 7.625 12/15/2012 31.000 ********* 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 ***