/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/111117.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 17, 2011, Vol. 15, No. 319 Headlines 4KIDS ENTERTAINMENT: Posts $5.3-Mil. Third Quarter Net Loss ALEXANDER GALLO: Bayside Capital Gets Okay to Buy Firm ALEXANDER GALLO: Hires Sitrick as Communications Consultant ALEXANDER GALLO: Employs Squire Sanders as Special Counsel ALESSANDRIA PROPERTIES: Case Summary & Creditors List AMERICAN BUS: Case Summary & 12 Largest Unsecured Creditors ANCHOR BANCORP: To Request a Hearing Before NASDAQ Panel ANDRONICO'S MARKETS: Court OKs Comyns Smith as Accountant AMSCAN HOLDINGS: Incurs $5.8 Million Net Loss in Third Quarter AMSCAN HOLDINGS: Posts $346-Mil. Sales for 5 Weeks Ended Nov. 5 ANGIOTECH PHARMACEUTICALS: Taps Thomas Bailey as President AQUILEX HOLDINGS: Secures $15MM Financing to Continue Operations ARCADIA HEALTHCARE: To Sell Pharmacy Unit to Pay H.D. Smith ARCHBROOK LAGUNA: Court OKs Name Change and Caption in Ch. 11 Case ATLANTIC & PACIFIC: Judge Gives Tentative OK for Financing Package ATLANTIC & PACIFIC: Dist. Court Affirms Adequate Assurance Order BANKATLANTIC BANCORP: Files Form 10-Q, Incurs $11MM Q3 Net Loss BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares BEACON POWER: Has Opposition at Tomorrow's Hearing on Cash Use BEACON POWER: U.S. Energy Department Criticizes Spending Proposal BEACON POWER: Employs Miller Wachman as Auditors BEACON POWER: Employs Brown Rudnick as Counsel BERNARD L. MADOFF: Trustee Pins Appellate Hopes on JPMorgan Suit BLACK CROW: Files Revised Plan Calling for Sale to Paul Stone BLUEGREEN CORP: Reports $9.5 Million Third Quarter Net Income BLUEGREEN CORP: Signs Definitive Merger Agreement with BFC BORDERS GROUP: Plan Confirmation Hearing on Set for Dec. 20 BORDERS GROUP: Proposes Source Interlink Settlement BORDERS GROUP: Resolves Random House's $37-Mil. Claim BOSTLEMAN CORP: Case Summary & 20 Largest Unsecured Creditors BOZEL SA: Disclosures to Liquidating Plan Has Dec. 7 Hearing CAESARS ENTERTAINMENT: Files Form S-1 Registration Statement CAPITOL BANCORP: Files Form 10-Q, Incurs $24.7-Mil. Q3 Net Loss CARDIUM: Incurs $1.6 Million Net Loss in Third Quarter CARRIZO OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes CARRIZO OIL: S&P Assigns 'B-' Rating to $200-Mil. Senior Notes CASCADE BANCORP: Incurs $54.4 Million Third Quarter Net Loss CATHOLIC CHURCH: Milw. Wants Until June 29 to Decide on Leases CATHOLIC CHURCH: Appeals Court Denies Father D's Rehearing Plea CDC CORP: Has CRO With Most Chapter 11 Trustee Powers CDC CORP: Court Approves Lamberth Cifelli as Counsel CENTRAL FALLS, R.I.: Retirees to Investigate Pension Funds CHARBEL TOUFIQUE FAHED: PNC Bank Gets More Time to Answer Suit CHARLESTON ASSOCIATES: Plan Filing Exclusivity Until Nov. 30 CHEF SOLUTIONS: Wins Court OK to Unload Assets for $70 Million CHINA DU KANG: Restates 2009 Form 10-K to Correct Errors CHIP, LLC: Voluntary Chapter 11 Case Summary CL VERIFY: Chex Systems Contract Lawsuit Transferred to N.J. Court CLARE AT WATER TOWER: Files for Chapter 11 CLAIRE'S STORES: Expects to Report Sales of $356-Mil. for Q3 CLEMSON GRANDE: Case Summary & 7 Largest Unsecured Creditors CLIVER DEVELOPMENT: Court Approves Sender & Wasserman as Counsel COMMUNITY HEALTH: Moody's Assigns B3 Rating to Sr. Unsec. Notes COMMUNITY HEALTH: S&P Rates $1BB Senior Unsecured Notes at 'B' CONGRESSIONAL HOTEL: CASCO Hotel Taps Sapperstein as Appraiser CONGRESSIONAL HOTEL: Taps Molinaro Koger as Real Estate Broker CORROZI-FOUNTAINVIEW: Files New Schedules of Assets & Debts COUNTRYSIDE VILLAGE: Case Summary & 20 Largest Unsecured Creditors CRAFTMADE INT'L: Litex Industries Extends Cash Tender Offer CRICK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors CROW PARTNERS: Taps Commercial Properties as Leasing Agents CROW PARTNERS: Vertical Asset Approved to Manage Shopping Center CUMULUS MEDIA: Reports $59.5 Million Net Income in 3rd Quarter DELTATHREE INC: Arie Rand to Resign as CFO and Treasurer DIPPIN' DOTS: Lender Pushes Ice Cream Maker to Sell Itself DPAC TECHNOLOGIES: Suspending Filing of Reports with SEC DULCES ARBOR: Hires Law Firm to Investigate Largest Creditor DYNEGY INC: Debtors Propose to Pay Prepetition Taxes DYNEGY INC: Debtors Want to Deem Utilities Adequately Assured DYNEGY INC: Schedules Deadline Extended Until Dec. 22 DYNEGY INC: Debtors Propose EPIQ as Administrative Agent EAST HARLEM: Wins OK to Employ Lamonica Herbst as Attorneys EDWARD DEETS: Court OKs Jeffrey Servin as Attorney ELJAH, INC.: Voluntary Chapter 11 Case Summary ENNIS COMMERCIAL: Files Plan to Pay Unsecureds in Five Years ENNSTONE INC: Phoenix Capital Advised Sale to Bardon EVERGREEN SOLAR: Committee Retains Kramer Levin as Counsel FALLS AT TOWNE: U.S. Trustee Balks at Dismissal, Wants Ch. 7 FANNIE MAE: To Remain in the Doldrums for Much Longer FIBERTOWER: Misses Nov. 15 Interest Payment on 9.00% 2012 Notes FILENE'S BASEMENT: Begins Going-Out-of-Business Sale FILENE'S BASEMENT: Syms Equity Committee Named FILENE'S BASEMENT: Creditors Object to Second Agency Agreement FIRST DATA: Amends $3 Billion Senior Notes Exchange Offer FIRST SECURITY: Incurs $6.4 Million Third Quarter Net Loss FIRSTGOLD CORPORATION: Ends E. Klepfer and AMPWFL Services FRANKLIN CREDIT: Incurs $12.1 Million Net Loss in 3rd Quarter FREDDIE MAC: Another Disappointing Quarter for Mortgage Giant FREEDOM ENVIRONMENTAL: Posts $144,100 Net Loss in 2nd Quarter FRIENDLY ICE CREAM: Creditors Panel Taps Blank Rome as Co-Counsel FRIENDLY ICE CREAM: Panel Taps FTI Consulting as Financial Advisor FRIENDLY ICE CREAM: GA Keen Approved as Real Estate Advisor FRONTIER AIRLINES: Cuts Jobs Pending Sale or Spinoff GELT PROPERTIES: Wants to Hire Nochumson P.C. as Special Counsel GENERAL MARITIME: Faces Nov. 16 Debt Holder Deadline GENERAL MARITIME: Amends $1.12 Billion Credit Facilities GENTIVA HEALTH: Moody's Lowers Rating Two Steps Further Into Junk GSC GROUP: Court Allows Case Trustee to Subpoena Black Diamond HAMPTON ROADS: Files Form 10-Q, Incurs $26.5-Mil. Net Loss in Q3 HANMI FINANCIAL: Commences Public Offering of $70-Mil. Shares HARRISBURG, PA: Heads Toward Appointment of State Receiver HEARTLAND GOLF: Voluntary Chapter 11 Case Summary HORIZON LINES: Expands Board of Directors to 11 Members HOST HOTELS: S&P Assigns 'BB+' Rating to $300-Mil. Senior Notes HUDSON HEALTHCARE: Hoboken Sale Stalled by Bankruptcy Moves Ahead HUSSEY COPPER: Tilton's Patriarch Wins Bidding With $107MM Offer INDEPENDENCE TAX IV: Posts $302,700 Net Loss in Sept. 30 Quarter INDIANAPOLIS DOWNS: Lender Group Urges Firm to Sell Assets INTERNATIONAL ENVIRONMENTAL: Case Summary & Creditors List JAMESON INN: Court Okays Epiq as Claims & Noticing Agent JAMESON INN: Taps Houlihan Lokey as Investment Banker JEFFERSON COUNTY: Judge Bennett to Decide on Fate in December J.J. BESKE: Case Summary & 15 Largest Unsecured Creditors JOEL FRANCK: Court Won't Review Prior Ruling on Putnam Claim KH FUNDING: U.S. Trustee Has More Time to Challenge Lawyer Fees KH FUNDING: Taps Alfa Realty as Listing Agent for Alabama Property KH FUNDING: Taps RE/MAX Allegiance, RE/MAX Sails as Listing Agents KH FUNDING: Bradley Swallow Wants to Resign as Counsel LEVEL 3: Registers 10MM Common Shares Issuable Under Stock Plan LINDER'S FURNITURE: Closing All Locations; GOB Sales Begin MF GLOBAL: Sold $1.5BB in Euro Debt at Loss Pre-Bankruptcy MF GLOBAL: Commodity Markets Trading Drop Due to Bankruptcy Filing MF GLOBAL: Harris Bank Tagged in Missing Client Funds MF GLOBAL: Grant Park Transfers Trading Positions MF GLOBAL: National Inflation Releases Statement on Missing Funds MF GLOBAL: Brower Pirven Files Securities Class Suit MICROBILT CORP: Taps Oscar Marquis as Special Regulatory Counsel MONEYGRAM INT'L: Effects a 1-for-8 Reverse Stock Split MONEYGRAM INT'L: To Offer 11.25 Million Shares of Common Stock MONEYGRAM INT'L: Moody's Says 'B1' CFR Unaffected by Debt Change MSR RESORT: Has Access to Midland's Cash Collateral Until Dec. 15 NAVISTAR INTERNATIONAL: Inks Pact with Icahn to Destagger Board NCO GROUP: Incurs $28.8 Million Third Quarter Net Loss NISKA GAS: Moody's Lowers Corporate Family Rating to 'B1' NUTRITION 21: Filing of Sept. 30 Quarterly Report to be Delayed ODYSSEY (II) DP: Case Summary & 8 Largest Unsecured Creditors OZBURN-HESSEY HOLDING: S&P Lowers Corp. Credit Rating to 'B-' PETTERS GROUP: SEC Charges Hedge Fund Managers With Aiding Fraud PHILADELPHIA ORCHESTRA: Gets Final OK to Obtain $3.1MM DIP Loan PRIVATE MEDIA: NASDAQ Has Ruling Denying Continued Listing PROTALIX BIOTHERAPEUTICS: Posts $8.9MM Net Loss in 3rd Quarter QUANTITATIVE ALPHA: Posts C$1.3 Million Net Loss in 3rd Quarter RADIO ONE: Incurs $7.4MM Consolidated Net Loss in Third Quarter RADIO ONE: Accelerated Vesting of Shares Under 2009 LTIP Okayed R&G FINANCIAL: Files Supplement to Liquidation Plan RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors RANCHER ENERGY: Filing of September 30 Quarterly Report is Delayed REAL MEX: Court Approves Milbank Tweed as Attorney REAL MEX: Court Approves Pachulski Stang as Co-Counsel RESPONSE BIOMEDICAL: Restates 2010 Annual Report to Correct Errors ROUND TABLE: Seeks Protection From Unsecured Creditor Group SBARRO INC: Says Creditors Back Reorganization Plan SEA TRAIL: Court Approves Stubbs & Perdue as Attorney SEABIRD EXPLORATION: Extends Grace Period to Nov. 23 SMART ONLINE: Delays Filing of Quarterly Report on Form 10-Q SOLYNDRA LLC: Delayed Layoffs Until After 2010 Election SOUTH EDGE: Meritage Appealing Confirmation of Plan SP NEWSPRINT: Case Summary & 30 Largest Unsecured Creditors STUDIO ONE: SingerLewak LLP Raises Going Concern Doubt TRAILER BRIDGE: Files for Bankruptcy, Has $15MM DIP Financing TRIANGLE HOLDINGS: Voluntary Chapter 11 Case Summary TRIDENT MICROSYSTEMS: Posts $39.1 Million Net Loss in Q3 TUCSON ELECTRIC: $250-Mil. Unsec. Bonds Gets 'BBB-' U.S. EAGLE: Court Approves Grubb & Ellis as Real Estate Broker U.S. EAGLE: Court Approves Collier Int'l as Real Estate Broker VALENCE TECHNOLOGY: Smith Electric Pays $2.4 Million Debt VENTANA HILLS: Chapter 11 Bankruptcy Case Closed VERIFONE INC: Moody's Reviews 'Ba3' CFR for Possible Downgrade VIR-LEN MIRACLE: Voluntary Chapter 11 Case Summary VIRGIN OFFSHORE: Gordon Arata Initially OK'd as Trustee's Counsel WEST END FINANCIAL: Plan Outline Hearing Adjourned Until Nov. 22 WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income WINDRUSH SCHOOL: Court OKs Meyers Law Group as Counsel WOLF MOUNTAIN: U.S. Trustee Wants More Info on Special Counsel WORLDWIDE INFO: Judge Allows Hartford to Intervene in Privacy Case YRC WORLDWIDE: Files Form 10-Q, Incurs $120.1-Mil. Q3 Net Loss ZAIS INVESTMENT: Court Denies Motion for Reconsideration ZOGENIX INC: Incurs $22 Million Third Quarter Net Loss * Assured Guaranty May Back Debt From Alabama Municipalities * NBH Plans IPO Of Up To $250 Million to Fund Bank Purchases * Study: Past Defaults No Guide to Today's Municipal Woes * New York City Sees Increase in Commercial Property Defaults * J.P. Morgan Plans to Issue CMBS Backed by Defaulted Loans * FHA Deals With Solvency Questions as Mortgage Losses Rise * Federal Reserve's Primary Trading Partners Hit Hard Times * Recent Small-Dollar & Individual Chapter 11 Filings ********* 4KIDS ENTERTAINMENT: Posts $5.3-Mil. Third Quarter Net Loss ----------------------------------------------------------- 4Kids Entertainment, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $5.3 million on $2.6 million of revenues for the three months ended Sept. 30, 2011, compared with a net loss of $11.6 million on $2.8 million million of revenues for the same period last year. For the nine months ended Sept. 30, 2011, the Company had a net loss of $13.5 million on $9.3 million of revenues, compared with a net loss of $23.8 million on $10.1 million of revenues for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $15.6 million in total assets, $18.1 million in total liabilities, and a stockholders' deficit of $2.5 million. The trial in the Yu-Gi-Oh! Litigation initially to determine whether the purported termination of the Yu-Gi-Oh! Agreement was effective and whether any amounts owed by 4Kids to the Licensors exceed the credits claimed by 4Kids for amounts paid or advanced to Licensors commenced in the Bankruptcy Court on Aug. 29, 2011, and concluded on Sept. 23, 2011. The parties filed their post- trial briefs on Oct. 12, 2011 and are currently waiting for the Bankruptcy Court's decision. 4Kids believes that the Licensors' purported termination of the Yu-Gi-Oh! Agreement is invalid and ineffective and that such position will be vindicated at trial. If the Bankruptcy Court's decision on the initial phase of the trial is in favor of 4Kids, there will be a second phase of the trial to determine the damages incurred by 4Kids as a result of Licensors' wrongful termination of the Yu-Gi-Oh! Agreement. However, if the Bankruptcy Court finds that such purported termination by the Licensors was valid and was not a wrongful termination, such finding would have a material adverse effect on the Company's financial condition and results of operations and would likely significantly impede 4Kids ability to continue its operations. A copy of the Form 10-Q is available for free at: http://is.gd/SSTXni About 4Kids Entertainment New York-based 4Kids Entertainment, Inc., dba 4Kids, is an entertainment and media company specializing in the youth oriented market, with operations in these business segments: (i) licensing, (ii) advertising and media broadcast, and (iii) television and film production/distribution. The parent entity, 4Kids Entertainment, was organized as a New York corporation in 1970. 4Kids filed for Chapter 11 to protect its most valuable asset -- its rights under an exclusive license relating to the popular Yu-Gi-Oh! ("YGO") series of animated television programs -- from efforts by the licensor, a consortium of Japanese companies, to terminate the license and force 4Kids out of business. 4Kids, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on April 6, 2011. Kaye Scholer LLP is the Debtors' restructuring counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice agent. BDO Capital Advisors, LLC, is the financial advisor and investment banker. EisnerAmper LLP fka Eisner LLP serves as auditor and tax advisor. 4Kids Entertainment disclosed $78,397,971 in assets and $86,515,395 in liabilities as of the Chapter 11 filing. On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases. Hahn & Hessen LLP serves as counsel to the Committee. The Committee tapped Epiq Bankruptcy Solutions LLC as its information agent. ALEXANDER GALLO: Bayside Capital Gets Okay to Buy Firm ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Alexander Gallo Holdings LLC was authorized last week by the U.S. Bankruptcy Court in New York to sell the business to an affiliate of Bayside Capital Inc. The sale was negotiated before the Chapter 11 filing Sept. 7. From the outset, Gallo said the Bayside acquisition was worth $88 million. The buyer will pay off first-lien debt while forgiving second-lien obligations and $20 million in financing for the Chapter 11 case. Bayside will also pay the cost of curing contract defaults. 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. Liabilities include $47 million on a first-lien revolving credit and term loan with Wells Fargo Bank NA as agent. Before bankruptcy, Bayside acquired the $22 million in second-lien debt. In addition to the second-lien debt held by Bayside, there is $33 million in junior unsecured subordinated notes owing to Harvest Equity Partners LLC plus another $148 million in junior unsecured subordinated notes owing to insider Gallo Holdings LLC. Bayside is providing $20 million in financing for the Chapter 11 effort. The new loan will have a first priority lien on unencumbered assets and a lien behind the first-lien debt. Bankruptcy Judge Allan J. Gropper presides over the case. Thomas R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G. Egan, Esq., at DLA Piper LLP (US), in New York, serve as the Debtors' general counsel. Squire, Sanders & Demsey (US) LLP serves as the Debtor's corporate counsel. The Debtors' financial advisor is Gordian Group, LLC. Marc L. Pfefferle, a partner at Carl Marks Advisory Group LLC, serves as the Debtors' chief restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtor's claims agent. KPMG LLP serves as their auditors to provide auditing, tax compliance and tax consulting services. ALEXANDER GALLO: Hires Sitrick as Communications Consultant -------------------------------------------------------------- Alexander Gallo Holdings, LLC, and its debtor-subsidiaries and affiliates seek to employ Sitrick and Company, a division of Sitrick Brincko Group, LLC, as their corporate communications consultant, nunc pro tunc to the Petition Date. The Debtors have retained Sitrick as their corporate communications consultant before the Petition Date. They desire to continue to employ Sitrick pursuant to an engagement letter, dated July 11, 2011, because of the Firm's familiarity with the Debtors' business operations and its substantial expertise in restructuring and corporate communications. The Debtors anticipate that Sitrick will provide, among other things, professional services that may include, without limitation, writing and distributing press releases, consulting on public relations strategy, media relations, and media monitoring in connection with these Chapter 11 cases as well as advising on communications programs for various constituents, including clients. The Debtors will pay Sitrick its standard hourly rates, which range from $185 to $895, depending on the particular professional. Sitrick has received a $60,000 retainer, of which $10,000 is a refundable expense advance to cover reasonable and necessary out- of-pocket expenses incurred by the Firm. When the retainer has been fully applied against time charges, additional time charges will be billed as incurred. The Debtors have also agreed to indemnify and hold harmless Sitrick and its shareholders, parent company, affiliates, officers, directors, employees, and agents in connection with services rendered by the firm. Sitrick attests that it does not hold or represent any interest adverse to the Debtors' estates and is a disinterested person as the 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-- 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. ALEXANDER GALLO: Employs Squire Sanders as Special Counsel -------------------------------------------------------------- Alexander Gallo Holdings, LLC and its debtor-affiliates seek to employ Squire, Sanders & Dempsey (US) LLP as their special corporate and transactional counsel, nunc pro tunc to the Petition Date, to perform general corporate and transactional legal services. Squire Sanders will render legal services to the Debtors, including: * Advising the Debtors regarding general corporate matters; * Advising the Debtors regarding corporate finance issues; and * Advising the Debtors regarding corporate transactional matters. In connection with these cases, the Debtors are also seeking authority to retain (i) DLA Piper LLP (US) as bankruptcy counsel, (ii) Gordian Group, LLC as investment banker, (iii) Carl Marks Advisory Group LLC as chief restructuring advisors, (iv) Kurtzman Carson Consultants LLC as claims agent, and (v) Sitrick and Company as corporate communications consultants. The Debtors will work diligently to prevent any duplication of services provided by the professionals. Squire Sanders holds a prepetition retainer of $94,973 from the Debtors. The firm will not apply any amount against the retainer absent Court order. The firm has also received $379,153 in payment for fees from the Debtors in the 12 months preceding the Petition Date. As of the Petition Date, the Debtors did not owe Squire Sanders for legal services rendered prepetition. The Debtors will pay Squire Sanders on an hourly basis and reimburse expenses incurred in connection with the services, subject to Court approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, U.S. Trustee guidelines, and any other applicable procedures and orders of the Court. The firm's current hourly rates are: Partners $300 - $900 Associates $175 - $495 Paraprofessionals $92 - $300 Christopher D. Johnson $800 Matthew M. Holman $500 Robert T. Tadano $265 Squire Sanders attests that it does not represent any parties-in- interest with respect to these cases or hold any interest adverse to the Debtors or their estates with respect to the matters in which the Firm is being retained by the Debtors, and that it is a disinterested person as defined in Section 101(14) of the Bankruptcy Code. About Alexander Gallo Marietta, Georgia-based Alexander Gallo Holdings LLC -- http://www.alexandergalloholdings.com-- 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. ALESSANDRIA PROPERTIES: Case Summary & Creditors List ----------------------------------------------------- Debtor: Alessandria Properties, LLC 52 Marne Avenue San Francisco, CA 94127 Bankruptcy Case No.: 11-34084 Chapter 11 Petition Date: November 11, 2011 Court: U.S. Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: James A. Tiemstra, Esq. TIEMSTRA LAW GROUP, PC 1111 Broadway #1501 Oakland, CA 94607 Tel: (510) 987-8000 E-mail: jat@tiemlaw.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 three largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb11-34084.pdf The petition was signed by Louis Alessandra, Jr., member. AMERICAN BUS: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: American Bus and Coach, LLC 1020 Green Street Iselin, NJ 08830 Bankruptcy Case No.: 11-42793 Chapter 11 Petition Date: November 11, 2011 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: Andrew J. Kelly, Esq. KELLY & BRENNAN, P.C. 1011 Highway 71, Suite 200 Spring Lake, NJ 07762-2030 Tel: (732) 449-0525 Fax: (732) 449-0592 E-mail: akelly@kbtlaw.com Scheduled Assets: $5,965,586 Scheduled Debts: $7,843,314 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb11-42793.pdf The petition was signed by George Dapper, member. ANCHOR BANCORP: To Request a Hearing Before NASDAQ Panel -------------------------------------------------------- Anchor BanCorp Wisconsin Inc., on May 13, 2011, received a letter from the Listing Qualifications Department of The NASDAQ Stock Market notifying the Company that it was not in compliance with the minimum $1.00 per share minimum bid price requirement for continued inclusion on the NASDAQ Global Select Market set forth in NASDAQ Marketplace Rule 5450(a)(1), as a result of the bid price of the Company's common stock having closed below $1.00 for the 30 consecutive business days prior to the date of the letter. NASDAQ's letter advised the Company that, in accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until Nov. 9, 2011, to regain compliance. The letter further advised that such compliance can be achieved if, at any time before Nov. 9, 2011, the bid price of the common stock closed at $1.00 or more per share for a minimum of ten consecutive business days. The Company did not regain compliance with the Rule on or prior to Nov. 9, 2011, and, accordingly, on Nov. 10, 2011, the Company received a second letter from NASDAQ stating that the Company's common stock would be subject to delisting from the NASDAQ Global Select Market as a result of the deficiency. Additionally, the Staff Determination described the process the Company must follow in order to regain compliance and also provided some alternatives the Company has carefully considered. Consistent with the process described in the Staff Determination the Company will request a hearing before the NASDAQ Listing Qualifications Panel to review the Staff Determination. Requesting such a hearing stays any action with respect to the Staff Determination until the Panel renders a decision subsequent to the hearing. At the yet to be scheduled hearing, the Company intends to present a plan to regain compliance with the Rule, allowing it to remain on the NASDAQ Global Select Market. Although the Company believes that its plan will represent a viable path to compliance, there can be no assurance that the Panel will grant the Company's request for continued listing. About Anchor Bancorp Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a registered savings and loan holding company incorporated under the laws of the State of Wisconsin. The Company is engaged in the savings and loan business through its wholly owned banking subsidiary, AnchorBank, fsb. Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb, each consented to the issuance of an Order to Cease and Desist by the Office of Thrift Supervision. The Corporation and the Bank continue to diligently work with their financial and professional advisors in seeking qualified sources of outside capital, and in achieving compliance with the requirements of the Orders. The Corporation and the Bank continue to consult with the successors to the OTS, Federal Reserve, the the Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation on a regular basis concerning the Corporation's and Bank's proposals to obtain outside capital and to develop action plans that will be acceptable to federal regulatory authorities, but there can be no assurance that these actions will be successful, or that even if one or more of the Corporation's and Banks proposals are accepted by the Federal regulators, that these' proposals will be successfully implemented. While the Corporation's management continues to exert maximum effort to attract new capital, significant operating losses in fiscal 2009, 2010 and 2011, significant levels of criticized assets and low levels of capital raise substantial doubt as to the Corporation's ability to continue as a going concern. If the Corporation and Bank are unable to achieve compliance with the requirements of the Orders, or implement an acceptable capital restoration plan, and if the Corporation and Bank cannot otherwise comply with those commitments and regulations, the OCC or FDIC could force a sale, liquidation or federal conservatorship or receivership of the Bank. As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP, in Madison, Wisconsin, expressed substantial doubt about Anchor Bancorp Wisconsin's ability to continue as a going concern after auditing the Company's financial results for fiscal year ended March 31, 2011. The independent auditors noted that at March 31, 2011, all of the subsidiary bank's regulatory capital amounts and ratios are below the capital levels required by the consent order. "The subsidiary bank has also suffered recurring losses from operations. Failure to meet the capital requirements exposes the Corporation to regulatory sanctions that may include restrictions on operations and growth, mandatory asset dispositions, and seizure of the subsidiary bank." The Company's balance sheet at Sept. 30, 2011, showed $3.19 billion in total assets, $3.21 billion in total liabilities, and a $13.39 million total stockholders' deficit. ANDRONICO'S MARKETS: Court OKs Comyns Smith as Accountant --------------------------------------------------------- Andronico's Markets, Inc., sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of California to employ Comyns, Smith, Mccleary & Deaver, LLP to: a. prepare the federal and California income tax returns for the fiscal year ending July 31, 2011; and b. prepare the final federal and California income tax returns. Comyns will earn a fixed fee of $15,000 for the preparation of the Tax Returns and a fixed fee of $15,000 for the preparation of the Final Tax Returns. Despite earning a fix fee for the preparation of the Tax Returns, Comyns will keep time records for the work performed. The Debtor asserts that Comyns Smith is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Andronico's Markets Andronico's Markets, Inc., aka Andronico's Community Markets, is an independent, specialty supermarket operator in the San Francisco Bay Area. Founded in 1929, the Company operates seven stores in prime upscale urban and suburban locations in Berkeley (four stores), San Francisco, Los Altos, and San Anselmo. Andronico's is a California C-corporation, owned by Solano Enterprises LLC. The ownership of Solano Enterprises LLC is divided among various Andronico family members. Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-48963) on Aug. 22, 2011. Judge Edward D. Jellen oversees the case. Attorneys at Murray & Murray, in Cupertino, Calif., represent the Debtor as counsel. Bailey, Elizondo & Brinkman, LLC, serves as financial advisor. The Official Committee of Unsecured Creditors has tapped Winston & Strawn LLP as its counsel. The Debtor scheduled $18,520,090 in assets and $67,094,619 in liabilities as of the Chapter 11 filing. AMSCAN HOLDINGS: Incurs $5.8 Million Net Loss in Third Quarter -------------------------------------------------------------- Amscan Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $5.82 million on $440.14 million of total revenues for the three months ended Sept. 30, 2011, compared with net income of $4.67 million on $362.80 million of total revenues for the same period a year ago. The Company also reported net income of $6.26 million on $1.21 billion of total revenues for the nine months ended Sept. 30, 2011, compared with net income of $20.83 million on $1.02 billion of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.86 billion in total assets, $1.57 billion in total liabilities, $35.76 million in redeemable common securities, and $257.79 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/W0mxqw About Amscan Holdings Based in Road Elmsford, New York, Amscan Holdings, Inc., designs, manufactures, contracts for manufacture, and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. The Company also operates retail party goods and social expressions supply stores in the United States under the names Party City, Party America, The Paper Factory, Halloween USA and Factory Card & Party Outlet, and franchises both individual stores and franchise areas throughout the United States and Puerto Rico principally under the names Party City and Party America. The Company is a wholly owned subsidiary of AAH Holdings Corporation. * * * Amscan Holdings carries Standard & Poor's Ratings Services' 'B' corporate credit rating, and Moody's Investors Service's 'B2' Corporate Family and Probability of Default Ratings. As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B' rating after the Company stated that it will use the proceeds from the proposed term loan facility to pay a roughly $310 million special dividend to its equity sponsors and repay borrowings under its existing term loan facility ($342 million outstanding as of Sept. 30, 2010). "The affirmation of Amscan's credit ratings reflect S&P's view that, following payment of its debt-financed dividend payment to its equity sponsors," said Standard & Poor's credit analyst Linda Phelps, "it will have a highly leveraged financial risk profile and its financial policy has become more aggressive." AMSCAN HOLDINGS: Posts $346-Mil. Sales for 5 Weeks Ended Nov. 5 --------------------------------------------------------------- Amscan Holdings, Inc., announced its retail sales results for the five-week Halloween season ended Nov. 5, 2011. The Company's retail sales include sales under its retail banners, Party City, Halloween City, Factory Card & Party Outlet and The Paper Factory. Retail sales for the five-week period ended Nov. 5, 2011, totaled $346 million and were $36 million or 11% higher than the retail sales for the five-week period ended Nov. 6, 2010, with the growth in sales occurring at both our permanent brick and mortar and online stores. During the five-week Halloween season of 2011 the Party City brand experienced a 10% comp sales increase comprised of Party City stores, which experienced a comp store sales increase of 5% at stores open as Party City during both the 2011 and 2010 selling seasons, and e - commerce sales which increased by 63% for the 2011 selling season. Sales for FCPO stores that were converted to Party City stores during the past twelve months increased 55% during 2011. All other permanent stores averaged a 7% comp store increase during the 2011 selling season and the average sales at temporary Halloween City stores during the 2011 selling season were slightly higher than during the 2010 season. During the five-week period ended Nov. 5, 2011, the Company operated 486 Party City stores, 63 FCPO stores and 42 smaller outlet stores, as compared to 423 Party City stores, 91 FCPO stores and 67 outlet stores for the year earlier period. In addition to its network of permanent stores, the Company operated 400 temporary Halloween stores, as compared to 404 in 2010. Commenting on these results, Gerry Rittenberg, the Company's Chief Executive Officer, stated: "In light of the current economy and aggressive competition for market share during the Halloween season, we are extremely pleased with these key holiday results." About Amscan Holdings Based in Road Elmsford, New York, Amscan Holdings, Inc., designs, manufactures, contracts for manufacture, and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. The Company also operates retail party goods and social expressions supply stores in the United States under the names Party City, Party America, The Paper Factory, Halloween USA and Factory Card & Party Outlet, and franchises both individual stores and franchise areas throughout the United States and Puerto Rico principally under the names Party City and Party America. The Company is a wholly owned subsidiary of AAH Holdings Corporation. The Company's balance sheet at Sept. 30, 2011, showed $1.86 billion in total assets, $1.57 billion in total liabilities, $35.76 million in redeemable common securities, and $257.79 million in total stockholders' equity. * * * Amscan Holdings carries Standard & Poor's Ratings Services' 'B' corporate credit rating, and Moody's Investors Service's 'B2' Corporate Family and Probability of Default Ratings. As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B' rating after the Company stated that it will use the proceeds from the proposed term loan facility to pay a roughly $310 million special dividend to its equity sponsors and repay borrowings under its existing term loan facility ($342 million outstanding as of Sept. 30, 2010). "The affirmation of Amscan's credit ratings reflect S&P's view that, following payment of its debt-financed dividend payment to its equity sponsors," said Standard & Poor's credit analyst Linda Phelps, "it will have a highly leveraged financial risk profile and its financial policy has become more aggressive." ANGIOTECH PHARMACEUTICALS: Taps Thomas Bailey as President ---------------------------------------------------------- Senior Management Changes. Effective October17, 2011, the Company appointed Thomas Bailey as President and Chief Executive Officer. Mr.Bailey will also continue to serve as the Company's Chief Financial Officer. Other senior management appointments included Tammy Neske as Chief Business Officer, Steven Bryant as Executive Vice President, Sales and Marketing and Victor Diaz as Executive Vice President of Operations. A full text copy of the company's third quarter report is available free at: http://ResearchArchives.com/t/s?774c Based in Vancouver, British Columbia, in Canada, Angiotech Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/-- is a global specialty pharmaceutical and medical device company. Angiotech discovers, develops and markets innovative treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury. Alvarez & Marsal Canada Inc., as monitor and foreign representative, filed Chapter 15 petitions for Angiotech Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No. 11-10269) on Jan. 30, 2011, to seek recognition of their insolvency proceedings under the Companies' Creditors Arrangement Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec. 1517. The Company's balance sheet at Sept. 30, 2010, showed US$326.80 million in total assets, US$60.30 million in current liabilities, and US$622.16 million in non-current liabilities and a stockholders' deficit of US$355.67 million. The foreign representative has tapped Mary Caloway, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel in the Chapter 15 case. John Grieve, Esq., at Fasken Martineau DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case. AQUILEX HOLDINGS: Secures $15MM Financing to Continue Operations ---------------------------------------------------------------- Aquilex Holdings LLC has reached an agreement for $15 million in incremental debt financing from a group of senior noteholders led by affiliates of Centerbridge Partners, L.P. This investment, which is expected to close and be fully funded, represents an important first milestone in the Company's financial restructuring process and increases the Company's liquidity to $33.5 million when coupled with its existing cash on hand of $18.5 million, as of November 14, 2011. The additional liquidity, which is being provided pursuant to a second-lien senior secured credit facility, will help ensure that Aquilex's operations continue in the normal course while the Company continues to engage in constructive negotiations with lenders and senior noteholders regarding a consensual balance sheet restructuring. "We are pleased to have reached an agreement for a $15 million investment from our largest senior noteholders, which will provide us with incremental liquidity and represents the first major milestone in our financial restructuring efforts. The actions by our senior noteholders and lenders are a strong sign of support for the Company in this process," said Bill Varner, President and Chief Executive Officer of Aquilex. "This additional liquidity will help ensure that business continues as usual for our employees, customers and vendors as we continue to engage in active and constructive negotiations with our lenders and senior noteholders regarding a consensual balance sheet restructuring that would significantly deleverage the Company's balance sheet, enhance the financial flexibility of Aquilex, and allow us to reinvest in the business to better support our customers." He continued, "Throughout this restructuring process, we will focus on minimizing any impact on our customers, vendors and suppliers, who should not experience any changes or disruption in the high quality services they have come to expect from Aquilex. We intend to honor vendor contracts under normal terms and expect service to customers will continue without interruption during this process. We appreciate the continued support of our employees, customers and vendors as we shape Aquilex into a world- class provider of solutions to the energy services industry." In connection with the financing agreement, Aquilex's lenders have agreed to extend the previously announced forbearance agreement from Dec. 8, 2011 to Feb. 3, 2012. As part of the amended forbearance agreement, the Company's lenders have agreed not to take any action relating to a potential financial covenant default as a result of the Company's fourth quarter 2011 financial performance. Separately, a majority of the Company's senior noteholders have agreed to forbear until Feb. 3, 2012 from taking any legal action if the Company determines not to pay the $12.5 million interest payment on the Company's senior notes due on Dec. 15, 2011. The Company anticipates that it will reach an agreement-in- principle on the terms of the financial restructuring by Dec. 15, 2011. While the plan has not yet been finalized, the Company expects that the potential transaction will result in a substantial reduction in the level of its debt and increased financial flexibility. Aquilex expects the cornerstones of the restructuring to include a substantial new equity investment by the senior noteholders, which will provide additional liquidity for working capital purposes and a significant paydown of the Company's secured debt. Aquilex expects that, as part of the restructuring, the Company's senior notes would be exchanged for common equity of the Company pursuant to an out-of-court restructuring or a voluntary filing under Chapter 11 of the U.S. Bankruptcy Code, which the Company currently expects would be a "pre-packaged" bankruptcy filing. In the event of such a filing, the Company expects that the closing of the restructuring would take place as soon as 45 to 60 days thereafter and the proceedings would not affect its customers, vendors or employees. As part of the closing of the transaction, the Company expects that affiliates of Centerbridge Partners, L.P. would become the controlling shareholder of Aquilex. Rothschild Inc. is acting as financial advisor and investment banker and Richards, Layton & Finger is acting as legal advisor to Aquilex in connection with the restructuring. Alvarez & Marsal is acting as restructuring advisor to the Company. The Company noted that the foregoing represents only its current expectations and is subject to numerous assumptions, including the receipt of sufficient support for its restructuring plan from its existing creditors. Additional information is available in the Company's filings with the Securities and Exchange Commission, including but not limited to its Quarterly Report on Form 10Q for its third quarter of 2011, as filed with the SEC on Nov. 14, 2011. About Aquilex Holdings Aquilex Holdings LLC is the parent of Aquilex Corporation, a leading provider of critical maintenance, repair and industrial cleaning solutions to the energy industry. Through our divisional and branch offices in the United States and Europe, we provide our services to a diverse global base of over 600 customers, primarily in the oil and gas refining, chemical and petrochemical production, fossil and nuclear power generation and waste-to- energy industries. The Company reported a net loss of $13.9 million on $226.6 million of revenues for the six months ended June 30, 2011, compared with a net loss of $25.1 million on $213.3 million of revenues for the same period of 2010. The Company's balance sheet at June 30, 2011, showed $670.5 million in total assets, $490.9 million in total liabilities, and stockholders' equity of $179.6 million. The Company's Credit Agreement requires it to maintain certain financial ratios, including a minimum ratio of Adjusted EBITDA to total interest expense and maximum ratios of total debt and senior secured debt to Adjusted EBITDA. "While the Company was in compliance with its debt covenants as of June 30, 2011, based on current business conditions and forecast, there can be no assurance that the Company will be in compliance with those covenants as of Sept. 30, 2011, or thereafter," the Company said in its Form 10-Q for the quarter ended June 30, 2011. ARCADIA HEALTHCARE: To Sell Pharmacy Unit to Pay H.D. Smith ----------------------------------------------------------- Arcadia HealthCare's services segment subsidiaries received notice from Comerica Bank that the borrowers under its credit facility were not in compliance with the subordinated debt covenant contained in the credit agreement as of July 31, 2011. Comerica continues to provide financing under the credit agreement and the parties are negotiating the terms of a forbearance agreement. This credit facility provides working capital financing to the Company's Services segment. The Company also received notice from H.D. Smith Wholesale Drug Co. that the Company's PrairieStone Pharmacy, LLC subsidiary is in default under the line of credit facility used to finance the Company's DailyMed Pharmacy business. H.D. Smith, the Company and PrairieStone have entered into a forbearance agreement pursuant to which the Company has agreed to sell the Pharmacy segment and use the proceeds of the sale to pay H.D. Smith. In the event the Pharmacy segment is not sold, the Company will wind-down the Pharmacy segment business. The Company does not anticipate that the proceeds from a sale will be sufficient to satisfy the $5.0 million obligation owed to H.D. Smith as of September 30, 2011. H.D. Smith has agreed to accept the sale proceeds in full and complete satisfaction of its claims provided the sale proceeds are not less than $2.0 million. Upon the sale or wind-down of the Company's Pharmacy segment, the Company's sole remaining operating business will be its Services segment. The Company continues to pursue the sale of its Services segment. In view of recent events, the Company is considering its options with respect to this business, which may include sale or retention of the business. The Company has $30.0 million of unsecured debt that matures in April 2012 and, based upon information presently available, the Company does not anticipate that the proceeds from the business segment sales will be sufficient to satisfy these debt obligations. The Company voluntarily delisted from the NYSE Amex effective September 6, 2011. Since that time, the Company's securities have been traded on the OTCQB Marketplace. Arcadia Resources reported a net loss of $6.94 million on $41.3 million of net revenue for the six months ended Sept. 30, 2011, compared with a net loss of $5.99 million on $40.86 million of net revenue for six months ended Sept. 30, 2010. Arcadia Resources' balance sheet at Sept. 30, 2011 showed $23.7 million in assets, $49.52 million in liabilities, and a stockholders' deficit of $25.8 million. A full text copy of the Company's financial results is available free at http://ResearchArchives.com/t/s?774d About Arcadia Resources Arcadia HealthCare is a service mark of Arcadia Resources, Inc. (otc markets:KADR), and is a leading provider of home care, medicalstaffing and pharmacy services under its proprietary DailyMed program. The Company, headquartered in Indianapolis, Indiana, has 65 locations in 18 states. Arcadia HealthCare's comprehensive solutions and business strategies support the Company's vision of "Keeping People at Home and Healthier Longer." The Company reported a net loss of $14.35 million on $100.04 million of revenues for the fiscal year ended March 31, 2011, compared with a net loss of $31.09 million on $98.08 million of revenues for the fiscal year ended March 31, 2010. BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about Arcadia Resources' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. ARCHBROOK LAGUNA: Court OKs Name Change and Caption in Ch. 11 Case ------------------------------------------------------------------ The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York authorized Archbrook Laguna Holdings LLC, et al., to change their names and caption of their Chapter 11 cases. The Debtors related that the Court entered an order approving the sale to Gordon Brothers Group, LLC, together with SED International Holdings, Inc., pursuant to that certain Purchase Agreement between the Debtors and GBG. The sale closed on Aug. 15, 2011. The Purchase Agreement provides for the change of name: The Court approved that each debtor-entity change their names as: Current Name New Name ------------ --------- ArchBrook Laguna Holdings LLC Distributor Holdings LLC ArchBrook Laguna LLC Distributor LLC ArchBrook Laguna West LLC Distributor West LLC Lehrhoff ABL LLC Distributor LH LLC ArchBrook Laguna New York LLC Distributor NY I LLC Chimerica Global Logistics LLC Distributor CM LLC Expert Warehouse LLC Distributor EW LLC About ArchBrook Laguna ArchBrook was a procurement and distribution intermediary between production companies and end retailers. It distributed consumer electronics, computers and appliances to principal customers that include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale Corp. ArchBrook disclosed assets of $246.2 million against debt totaling $176.4 million as of March 31, 2011. ArchBrook Laguna Holdings LLC and certain of its affiliates filed voluntary petitions for reorganization under chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on July 8, 2011. Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, serve as bankruptcy counsel to ArchBrook Laguna. The Company is being advised by Macquarie Capital (USA) Inc. with respect to the sale process and by Hawkwood Consulting LLC, whose founder Stephen J. Gawrylewski is Chief Restructuring Officer of the Company. Macquarie Capital (USA) Inc. is the financial advisor. PricewaterhouseCoopers LLP is a consultant. Cooley LLP, in New York, is the counsel for the Official Committee of Unsecured Creditors. On Aug. 12, 2011, ArchBrook Laguna LLC won approval to sell its consumer electronics and appliances distribution business to Gordon Brothers Group LLC for some $25 million, after fielding offers at an auction. On Aug. 15, 2011, the sale closed. ATLANTIC & PACIFIC: Judge Gives Tentative OK for Financing Package ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Great Atlantic & Pacific Tea Co., filed a proposed Chapter 11 plan Nov. 14 along with an explanatory disclosure statement. According to the report, the Plan is built around a $490 million debt and equity financing announced earlier this month. At yesterday's hearing, the U.S. Bankruptcy Judge in White Plains, New York, gave tentative approval for the financing package, which allows A&P to accept a better offer if one appears. Mr. Rochelle notes that the draft disclosure statement has blanks where creditors later will be told the percentage distributions to expect. New investors sponsoring the plan include Yucaipa Cos., Goldman Sachs Group Inc. and Mount Kellett Capital Management LP. The report relates that holders of convertible notes, 9.125% senior notes, general unsecured creditors, and landlords are to split $40 million. Landlords who vote for the plan will receive an additional distribution with the amount still to be decided. Holders of second-lien notes will be paid in full. The plan requires substantive consolidation, where all claims and the assets are thrown into one pot, in the process ignoring how some assets and liabilities belong to specific A&P companies. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid-Atlantic and Northeastern United States. Before filing for bankruptcy in 2010, A&P operated 429 stores in 8 states and the District of Columbia under the following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics. A&P had 41,000 employees prior to the bankruptcy filing. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. A&P obtained court approval for a new contract with C&S Wholesale Grocers Inc., its principal supplier. The contract is designed to save A&P $50 million a year when the supermarket operator emerges from Chapter 11 reorganization. A&P sold 12 Super-Fresh stores in the Baltimore-Washington area for $37.83 million, plus the value of inventory. Thirteen other locations didn't attract buyers at auction and were closed mid- July 2011. ATLANTIC & PACIFIC: Dist. Court Affirms Adequate Assurance Order ---------------------------------------------------------------- District Judge Cathy Seibel affirmed the Bankruptcy Court's Order Determining Adequate Assurance of Payment for Future Utility Services entered in the cases of The Great Atlantic & Pacific Tea Company, Inc., et al. In their Motion, the Debtors proposed to deposit $7.45 million, representing two weeks of utility service provided by all of the Debtors' utility providers, into a segregated, interest-bearing bank account as adequate assurance of payment of services. The Debtors also sought approval of certain procedures governing the adequate assurance payment and requests for additional assurances. Various utility companies that provided utility services to the Debtors took an appeal from the order, arguing, among other things, that the Bankruptcy Court committed reversible error by finding that "a newly-created, segregated, interest-bearing bank escrow account," qualified as an adequate assurance of payment, when such accounts are not expressly set forth as a form of payment in 11 U.S.C. Section 366(c)(1)(A) and the account was held by someone other than the utility. Judge Seibel pointed out that as an initial matter, the Bankruptcy Court ordered cash deposits with the utility for the dissenting utilities, which provided adequate assurance of payment as to them under Section 366(c). In any event, the District Court said it does not find error in the form of payment that Bankruptcy Judge Robert Drain approved in the case. Under Section 366(c), "the term `assurance of payment' means -- (i) a cash deposit; (ii) a letter of credit; (iii) a certificate of deposit; (iv) a prepayment of utility consumption; or (v) another form of security that is mutually agreed on between the utility and the debtor or trustee." Judge Seibel noted that courts interpreting this language have found segregated, interest-bearing accounts, much like the one in this case, to be "the equivalent of a letter of credit." Judge Seibel cited decisions In re Circuit City Stores, and In re Crystal Cathedral Ministries. The Crystal Cathedral Ministries court held that it could not "find that the Bankruptcy Court's determination that the segregated bank account is a `cash deposit' runs afoul of the plain meaning of the statutory language." The district court reasoned that the statute does not define the term "cash deposit," and that the account consisted of money segregated solely for the benefit of the debtor's utilities. As to the adequacy of the deposit, the court rejected the argument that the account was not adequate simply because it was held by someone other than the utility provider, and the utility providers had not persuasively argued that they needed to control the money. "I find the Crystal Cathedral Ministries court's reasoning instructive and persuasive," Judge Seibel said. The four appeals that are consolidated under 11-CV-1338 (S.D.N.Y.) are Long Island Lighting Co., et al. v. The Great Atlantic & Pacific Tea Co., Inc., et al., 11-CV-01338; Jersey Central Power & Light Co., et al. v. The Great Atlantic & Pacific Tea Co., Inc., et al., 11-CV-01339; Potomac Elec. Power Co., et al. v. The Great Atlantic & Pacific Tea Co., Inc., 11-CV-01512; and Washington Gas Light Co. v. The Great Atlantic & Pacific Tea Co., Inc., et al., 11-CV-01513. A copy of Judge Seibel's Nov. 14, 2011 Opinion and Order is available at http://is.gd/ICjw10from Leagle.com. Elisa M. Pugliese, Esq. -- epugliese@cullenanddykman.com -- at Cullen and Dykman LLP, in Brooklyn, New York, serves as Co-Counsel for Appellants Long Island Lighting Company, et al. Russell R. Johnson III, Esq., and John M. Craig, Esq., at the Law Firm of Russell R. Johnson III, PLC, in Manakin-Sabot, Virginia, serve as Co-Counsel for Appellants Long Island Lighting Company, et al. Co-Counsel for Appellants Jersey Central Power & Light Company, et al. Thomas R. Slome, Esq., and Jessica G. Berman, Esq. -- jberman@msek.com -- at Meyer, Suozzi, English & Klein, P.C., Garden City, New York, as Co-Counsel for Appellants Jersey Central Power & Light Company, et al. William Douglas White, Esq. -- wdw@mccarthywhite.com -- at McCarthy & White, PLLC, McLean, Virginia, serves as Counsel for Appellants Potomac Electric Power Company, et al., and Counsel for Appellant Washington Gas Light Company. Andrew M. Genser, Esq. -- andrew.genser@kirkland.com -- Kirkland & Ellis LLP, New York, serves as Counsel for Appellees The Great Atlantic & Pacific Tea Company, Inc., et al. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid-Atlantic and Northeastern United States. Before filing for bankruptcy in 2010, A&P operated 429 stores in 8 states and the District of Columbia under the following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics. A&P had 41,000 employees prior to the bankruptcy filing. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. A&P obtained court approval for a new contract with C&S Wholesale Grocers Inc., its principal supplier. The contract is designed to save A&P $50 million a year when the supermarket operator emerges from Chapter 11 reorganization. A&P sold 12 Super-Fresh stores in the Baltimore-Washington area for $37.83 million, plus the value of inventory. Thirteen other locations didn't attract buyers at auction and were closed mid- July 2011. BANKATLANTIC BANCORP: Files Form 10-Q, Incurs $11MM Q3 Net Loss --------------------------------------------------------------- BankAtlantic Bancorp, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $11.79 million on $33.58 million of total interest income for the three months ended Sept. 30, 2011, compared with a net loss of $25.18 million on $44.40 million of total interest income for the same period during the prior year. The Company reported a net loss of $143.25 million on $176.31 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $185.82 million on $223.59 million of total interest income during the prior year. The Company also reported a net loss of $11.28 million on $110.36 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $96.95 million on $135.54 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.74 billion in total assets, $3.73 billion in total liabilities, and $7.12 million in total equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/lYmRJ7 About BankAtlantic Bancorp BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com/-- is a bank holding company and the parent company of BankAtlantic. BankAtlantic -- "Florida's Most Convenient Bank" with a Web presence at http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets and more than 100 stores, and is one of the largest financial institutions headquartered junior in Florida. BankAtlantic has been serving communities throughout Florida since 1952 and currently operates more than 250 conveniently located ATMs. * * * As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Further, the holding company must also submit a capital plan to maintain and enhance its capital position. BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, BFC Financial Corporation disclosed that it beneficially owns 8,328,398 shares of Class A common stock of BankAtlantic Bancorp, Inc., representing 52.6% of the shares outstanding. As previously reported by the TCR on June 28, 2011, BFC Financial disclosed beneficial ownership of 41,641,986 shares of Class A common stock or 52.6% equity stake. A full-text copy of the amended Schedule 13D is available for free at: http://is.gd/KhYnpE About BankAtlantic Bancorp BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com/-- is a bank holding company and the parent company of BankAtlantic. BankAtlantic -- "Florida's Most Convenient Bank" with a Web presence at http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets and more than 100 stores, and is one of the largest financial institutions headquartered junior in Florida. BankAtlantic has been serving communities throughout Florida since 1952 and currently operates more than 250 conveniently located ATMs. The Company reported a net loss of $143.25 million on $176.31 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $185.82 million on $223.59 million of total interest income during the prior year. The Company also reported a net loss of $11.28 million on $110.36 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $96.95 million on $135.54 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.74 billion in total assets, $3.73 billion in total liabilities and $7.12 million in total equity. * * * As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Further, the holding company must also submit a capital plan to maintain and enhance its capital position. BEACON POWER: Has Opposition at Tomorrow's Hearing on Cash Use -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Beacon Power Corp. will be out of business if the U.S. Energy Department succeeds with its objection to the company's continuing use of the government's $3 million in cash collateral. The U.S. Bankruptcy Court in Delaware will hold a final hearing on Nov. 18 to decide whether Beacon can use cash representing remaining proceeds from the Energy Department's loan. The government argues that operation of Beacon's plant results in a $1 million monthly cash loss. The DOE contends that the little remaining cash can't be used for "any economically rational purpose." About Beacon Power Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND) -- http://www.beaconpower.com/-- designs, manufactures and operates flywheel-based energy storage systems that it has begun to deploy in company-owned merchant plants that sell frequency regulation services in open-bid markets. Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1 million guaranteed by the U.S. Energy Department. Brown Rudnick and Potter Anderson & Corroon serve as the Debtor's counsel. Tyngsboro, Massachusetts-based Beacon listed assets of $72 million and debt totaling $47 million, including $39.1 million owing on the government-guaranteed loan. Beacon built a $69 million facility with 20 megawatts of balancing capacity in Stephentown, New York, funded mostly by the Energy Department loan. Beacon Power is the second cleantech company which has been backed by the U.S. Department of Energy via loan guarantees to fail this year. The first was Solyndra, which declared Chapter 11 bankruptcy on Sept. 6, 2011. BEACON POWER: U.S. Energy Department Criticizes Spending Proposal ----------------------------------------------------------------- Dow Jones' DBR Small Cap reports that the U.S. Department of Energy lashed out at Massachusetts electricity-storage provider Beacon Power Corp. over its plan to tap a $3 million pool of money that serves as collateral for a department-backed loan. About Beacon Power Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND) -- http://www.beaconpower.com/-- designs, manufactures and operates flywheel-based energy storage systems that it has begun to deploy in company-owned merchant plants that sell frequency regulation services in open-bid markets. Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1 million guaranteed by the U.S. Energy Department. Brown Rudnick and Potter Anderson & Corroon serve as the Debtor's counsel. Tyngsboro, Massachusetts-based Beacon listed assets of $72 million and debt totaling $47 million, including $39.1 million owing on the government-guaranteed loan. Beacon built a $69 million facility with 20 megawatts of balancing capacity in Stephentown, New York, funded mostly by the Energy Department loan. Beacon Power is the second cleantech company which has been backed by the U.S. Department of Energy via loan guarantees to fail this year. The first was Solyndra, which declared Chapter 11 bankruptcy on Sept. 6, 2011. BEACON POWER: Employs Miller Wachman as Auditors ------------------------------------------------ Beacon Power Corporation asks permission from the U.S. Bankruptcy Court for the District of Delaware to employ Miller Wachman, LLP as auditors. The Debtor has engaged Miller Wachman to review and audit the the Debtor's consolidated balance sheets as of Sept. 30, 2011, and the related consolidated statements of operations, stockholders' equity and cash flows. Steven Gunzberger, accountant of Miller Wachman, LLP, attests that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. The customary hourly rates, subject to periodical adjustments, charged by Miller Wachman professionals anticipated to be assigned to these cases are $60 to $260. About Beacon Power Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND) -- http://www.beaconpower.com/-- designs, manufactures and operates flywheel-based energy storage systems that it has begun to deploy in company-owned merchant plants that sell frequency regulation services in open-bid markets. Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1 million guaranteed by the U.S. Energy Department. Epiq Solutions LLC acts as the official claims, noticing and balloting agent. Potter Anderson & Corroon LLP and Brown Rudnick LLP acts as counsel. CRG Partners Group LLC acts as financial advisors. Tyngsboro, Massachusetts-based Beacon listed assets of $72 million and debt totaling $47 million, including $39.1 million owing on the government-guaranteed loan. Beacon built a $69 million facility with 20 megawatts of balancing capacity in Stephentown, New York, funded mostly by the Energy Department loan. Beacon Power is the second cleantech company which has been backed by the U.S. Department of Energy via loan guarantees to fail this year. The first was Solyndra, which declared Chapter 11 bankruptcy on Sept. 6, 2011. BEACON POWER: Employs Brown Rudnick as Counsel ---------------------------------------------- Beacon Power Corporation asks for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Brown Rudnick LLP as counsel. Upon retention, the firm will, among other things: a. provide legal advice with respect to the Debtor's rights and duties as debtor-in-possession; b. prepare in behalf of the Debtor of all necessary petitions, applications, motions, objections, responses, answers, orders, reports, and other legal papers; and c. pursue confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statements. William R. Baldiga, director of Brown Rudnick LLP, attests that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. The firm's rates are: Personnel Rates --------- ----- Partners $625-$1,005 Associates $375-$650 Paraprofessional $265-$370 About Beacon Power Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND) -- http://www.beaconpower.com/-- designs, manufactures and operates flywheel-based energy storage systems that it has begun to deploy in company-owned merchant plants that sell frequency regulation services in open-bid markets. Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1 million guaranteed by the U.S. Energy Department. Brown Rudnick and Potter Anderson & Corroon serve as the Debtor's counsel. Tyngsboro, Massachusetts-based Beacon listed assets of $72 million and debt totaling $47 million, including $39.1 million owing on the government-guaranteed loan. Beacon built a $69 million facility with 20 megawatts of balancing capacity in Stephentown, New York, funded mostly by the Energy Department loan. Beacon Power is the second cleantech company which has been backed by the U.S. Department of Energy via loan guarantees to fail this year. The first was Solyndra, which declared Chapter 11 bankruptcy on Sept. 6, 2011. BERNARD L. MADOFF: Trustee Pins Appellate Hopes on JPMorgan Suit ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee liquidating Bernard L. Madoff Investment Securities Inc. saw two different U.S. district judges dismiss most of his lawsuits against JPMorgan Chase & Co., UBS AG and HSBC Holdings Plc. Mr. Rochelle recounts that Judges Colleen McMahon and Jed Rakoff both ruled that Irving Picard, the trustee, doesn't have the right to sue the banks on common-law claims that belong to customers individually. The Madoff trustee is deciding to make JPMorgan his test case on appeal. According to the report, the two judges also ruled that Mr. Picard is precluded by the in pari delicto defense from suing a third party that allegedly was complicit in the Madoff fraud. The in pari delicto defense prevents one participant in a fraud from suing another participant. The courts ruled it didn't matter that Mr. Picard himself didn't commit fraud. He can't sue, the judges said, because the trustee steps into Mr. Madoff's fraud-stained shoes. Mr. Picard, the report relates, voluntarily withdrew the appeal he filed from dismissal of the HSBC suit. The trustee is asking permission from McMahon to appeal dismissal of most of the JPMorgan suit. If Mr. Picard is allowed to appeal the JPMorgan dismissal and wins, the terms of dismissal of the HSBC suit allow him to reinstate the appeal within a year. Thus, Mr. Picard could revive the HSBC suit if he prevails on the same issues in the JPMorgan appeal. 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). 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. BLACK CROW: Files Revised Plan Calling for Sale to Paul Stone ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Black Crow Media Group LLC filed a revised Chapter 11 plan Nov. 14 that needs approval before the year's end, the company said in a court filing. According to the report, the Plan resulted from a settlement the bankruptcy court approved in August where Paul C. Stone purchased the claim of Black Crow's principal antagonist, secured lender General Electric Capital Corp. Along with the purchase, Black Crow agreed that Stone has a $20 million secured claim and a $19 million unsecured claim. The report relates that the Plan calls for Stone to make a $2 million loan when the plan is confirmed. In return, he will initially have 80% of the economic rights and 49% of the equity. During the next year, his equity interest will increase to 80%. The Plan provides that priority tax claims will be stretched out over five years. General unsecured creditors with $20.7 million in claims are in line to receive $130,000 collectively, for a projected recovery not exceeding 1%. About Black Crow Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. Black Crow filed for Chapter 11 protection two days before a hearing in U.S. district court where GECC was seeking appointment of a receiver following default on term loans and a revolving credit. GECC was owed $38.9 million at the outset of the reorganization. The Company filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-00172) on Jan. 11, 2010. The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G. Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the Debtors' counsel. Mariane L. Dorris, Esq., and R. Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as co-counsel. Protiviti Inc. is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman, P.A., represent the Official Committee of Unsecured Creditors. Black Crow disclosed $14,661,198 in assets and $48,830,319 in liabilities as of the Chapter 11 filing. BLUEGREEN CORP: Reports $9.5 Million Third Quarter Net Income ------------------------------------------------------------- Bluegreen Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $9.57 million on $111.72 million of revenue for the three months ended Sept. 30, 2011, compared with a net loss of $13.52 million on $97.87 million of revenue for the same period during the prior year. The Company reported a net loss of $35.87 million on $365.67 million of revenue for the year ended Dec. 31, 2010, compared with net income of $3.90 million on $367.36 million of revenue during the prior year. The Company also reported a net loss of $11.85 million on $305.43 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $14.16 million on $276.99 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.12 billion in total assets, $820.20 million in total liabilities and $306.23 million in total shareholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/CjQSck About Bluegreen Corp. Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides places to live and play through its resorts and residential community businesses. In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. S&P's rating outlook on the Company is stable. S&P believes that Bluegreen will grow its fee-based sales commission revenue from $20 million in 2009 to an estimated $50 million in 2010. At this time, S&P expects that Bluegreen may be able to generate at least the same amount of commission based revenue in 2011. While the increase in fee- based revenue allowed Bluegreen to expand the level of sales that do not require financing, S&P believes that the company will likely remain heavily reliant on its lines of credit, receivable- backed warehousing facilities, and access to the timeshare securitization markets to fund timeshare sales. In S&P's view, Bluegreen currently has adequate sources of liquidity to cover its needs over the next 12-18 months mainly due to the successful closing of a timeshare securitization transaction. * * * In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. S&P's rating outlook on the Company is stable. S&P believes that Bluegreen will grow its fee-based sales commission revenue from $20 million in 2009 to an estimated $50 million in 2010. At this time, S&P expects that Bluegreen may be able to generate at least the same amount of commission based revenue in 2011. While the increase in fee- based revenue allowed Bluegreen to expand the level of sales that do not require financing, S&P believes that the company will likely remain heavily reliant on its lines of credit, receivable- backed warehousing facilities, and access to the timeshare securitization markets to fund timeshare sales. In S&P's view, Bluegreen currently has adequate sources of liquidity to cover its needs over the next 12-18 months mainly due to the successful closing of a timeshare securitization transaction. BLUEGREEN CORP: Signs Definitive Merger Agreement with BFC ---------------------------------------------------------- Bluegreen Corporation entered into a definitive merger agreement with BFC Financial Corporation which provides for a merger that will, subject to the terms and conditions of the agreement, result in Bluegreen becoming a wholly-owned subsidiary of BFC. Under the terms of the agreement, which has been approved by a special committee comprised of Bluegreen's independent directors as well as the boards of directors of both companies, holders of Bluegreen's Common Stock (other than BFC) will be entitled to receive eight shares of BFC's Class A Common Stock for each share of Bluegreen's Common Stock they hold at the effective time of the merger. BFC currently owns approximately 52% of Bluegreen's Common Stock. The consummation of the merger is subject to a number of closing conditions, including the approval of both Bluegreen's and BFC's shareholders and the listing of BFC's Class A Common Stock on a national securities exchange at the effective time of the merger. The merger agreement provides for all six of the directors of Bluegreen who are not also directors of BFC to be appointed to BFC's board of directors at the effective time of the merger. The merger agreement also contains other representations, warranties and covenants on the part of BFC and Bluegreen which are believed to be customary for transactions of this type. The companies currently expect to consummate the merger in the first half of 2012. BFC is a diversified holding company whose principal holdings include a controlling interest in BankAtlantic Bancorp, Inc., a controlling interest in Bluegreen, and a non-controlling interest in Benihana, Inc. BFC and their affiliates have been Bluegreen shareholders since 2002 and Alan B. Levan and John E. Abdo, who have held the positions of Chairman and Vice Chairman of BFC, have held the positions of Chairman and Vice Chairman of Bluegreen since 2002. John M. Maloney Jr., President and Chief Executive Officer of Bluegreen, commented, "We have had a close and beneficial relationship with BFC since April 2002, and the merger will not have any material impact on Bluegreen's day-to-day operations. Bluegreen will continue to provide the same high levels of service, attention, and quality that have helped drive our growth and evolution to date. Above all else, we are dedicated to providing vacation experiences, marketing and resort management services that rank among the best in our industry." Cassel Salpeter & Co., LLC, acted as financial advisor to the special committee of Bluegreen's board of directors. Additional Information BFC will file with the SEC a registration statement on Form S-4, in which a joint proxy statement/prospectus concerning the merger will be included. The joint proxy statement/prospectus will be sent to the shareholders of BFC and Bluegreen, who are advised to read the joint proxy statement/prospectus when it is finalized and distributed because it will contain important information. Shareholders of BFC and Bluegreen will be able to obtain a copy of the joint proxy statement/prospectus and other relevant documents filed with the SEC free-of-charge from the SEC?s web site at www.sec.gov or by directing a request by mail to BFC Corporate Secretary, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309, or by calling 954-940-4900. BFC, Bluegreen and certain of their directors and executive officers may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies from shareholders in connection with the merger. Information concerning the interests of the persons who may be considered "participants" in the solicitation as well as additional information concerning BFC's and Bluegreen's directors and executive officers will be set forth in the joint proxy statement/prospectus relating to the merger. Information concerning BFC's and Bluegreen's directors and executive officers is also set forth in their respective filings with the SEC. About Bluegreen Corp. Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides places to live and play through its resorts and residential community businesses. In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. S&P's rating outlook on the Company is stable. S&P believes that Bluegreen will grow its fee-based sales commission revenue from $20 million in 2009 to an estimated $50 million in 2010. At this time, S&P expects that Bluegreen may be able to generate at least the same amount of commission based revenue in 2011. While the increase in fee- based revenue allowed Bluegreen to expand the level of sales that do not require financing, S&P believes that the company will likely remain heavily reliant on its lines of credit, receivable- backed warehousing facilities, and access to the timeshare securitization markets to fund timeshare sales. In S&P's view, Bluegreen currently has adequate sources of liquidity to cover its needs over the next 12-18 months mainly due to the successful closing of a timeshare securitization transaction. The Company reported a net loss of $35.87 million on $365.67 million of revenue for the year ended Dec. 31, 2010, compared with net income of $3.90 million on $367.36 million of revenue during the prior year. The Company also reported a net loss of $11.85 million on $305.43 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $14.16 million on $276.99 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.12 billion in total assets, $820.20 million in total liabilities and $306.23 million in total shareholders' equity. * * * In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. S&P's rating outlook on the Company is stable. S&P believes that Bluegreen will grow its fee-based sales commission revenue from $20 million in 2009 to an estimated $50 million in 2010. At this time, S&P expects that Bluegreen may be able to generate at least the same amount of commission based revenue in 2011. While the increase in fee- based revenue allowed Bluegreen to expand the level of sales that do not require financing, S&P believes that the company will likely remain heavily reliant on its lines of credit, receivable- backed warehousing facilities, and access to the timeshare securitization markets to fund timeshare sales. In S&P's view, Bluegreen currently has adequate sources of liquidity to cover its needs over the next 12-18 months mainly due to the successful closing of a timeshare securitization transaction. BORDERS GROUP: Plan Confirmation Hearing on Set for Dec. 20 ----------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York approved on November 14, 2011, the Disclosure Statement explaining the First Amended Joint Plan of Liquidation filed by Borders Group, Inc., and its debtor affiliates and the Official Committee of Unsecured Creditors. Judge Glenn held that the Disclosure Statement contains adequate information within the meaning of Section 1125 of the Bankruptcy Code to enable creditors to make an informed judgment with respect to the Plan. The bankruptcy judge held a hearing on November 10, 2011, to consider adequacy of the Disclosure Statement. On the same day, the Plan Proponents filed with the Court an amended Disclosure Statement. Borders Senior Vice President for Restructuring Holly Felder Etlin disclosed that the Debtors currently have approximately $90 million in cash on hand as of November 10, 2011. From this amount, all allowed secured, administrative and priority claims and costs of administration of the Liquidating Trustee must be paid first. In addition, the Debtors estimate that the range of values of claims under Section 503(b)(9) of the Bankruptcy Code, which are entitled to administrative priority, is $8 million to $8.4 million. Ms. Etlin noted that the Debtors' remaining assets to be liquidated and their estimated recovery values are: Asset Estimated Value ----- --------------- Certain IP addresses $600,000 Singapore license $100,000 Kobo stock 30,000,000 The Debtors cannot estimate any proceeds from the pursuit of causes of action, which include avoidance actions, or any other actions to collect accounts receivable and other claims due to the Debtors' estates, Ms. Etlin told Judge Glenn. Curtis R. Smith has been designated as the Liquidating Trustee. The Liquidating Trustee will have and perform all of the duties, responsibilities, rights and obligations set forth in the Liquidating Trust Agreement. The Liquidating Trustee will also not be required to post a bond. The Debtors have no retiree benefits within the meaning of Section 1129(a)(13) of the Bankruptcy Code. The Debtors' 401(K) plans and any other pension programs, if not already cancelled or terminated, will be cancelled or terminated prior to the Effective Date. For creditors under Class 3, who will have granted or are deemed to have granted a release under the ballot, they will be granting the Debtors and other parties a broad release of all claims. Full-text copies of the November 10 Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Borders_Nov10Plan.pdf http://bankrupt.com/misc/Borders_Nov10DS.pdf Blacklined copies of the Nov. 10 Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Borders_Nov10DS_blacklined.pdf http://bankrupt.com/misc/Borders_Nov10Plan_blacklined.pdf Shortly before the Disclosure Statement hearing commenced, the Plan Proponents filed with the Court on November 9 proposed changes to the November 2, 2011 Disclosure Statement. The Nov. 9 proposed modifications include: (i) the clarification that the Liquidating Trustee may pursue, among other things, actions to collect accounts receivable and other claims due to the Debtors' estates; and (ii) an amendment to the term "releasing parties" to include any holder of a claim in Class 3 that does not vote to accept or reject the Plan. Full-text copies of the Nov. 2 Plan and Disclosure Statement, as amended, are available for free at: http://bankrupt.com/misc/Borders_Nov2AmPlan.pdf http://bankrupt.com/misc/Borders_Nov2AmDS.pdf Objections Overruled Any objections to the adequacy of the information contained in the Disclosure Statement to the extent not withdrawn or otherwise consensually resolved are overruled, Judge Glenn ruled. In an omnibus reply to the Disclosure Statement objections, counsel to the Debtors, David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, maintained that the Debtors believe that the Disclosure Statement contains all necessary information to satisfy the requirements of Section 1125 of the Bankruptcy Code, and that the Plan is confirmable, fair and in the best interests of all parties-in-interest. He recounted that the Disclosure Statement and Plan were filed after months of negotiations among parties-in-interest in the Debtors' Chapter 11 cases. Mr. Friedman apprised Judge Glenn that the Debtors received approximately two objections styled as objections to the approval of the Disclosure Statement, two objections to the Plan, and one informal objection to the Disclosure Statement and Plan. A summary of the Debtors' response to each of the Objections is available for free at: http://bankrupt.com/misc/Borders_DSObjsSummary.pdf In an undocketed objection, Amanda L. Trippe related she is opposed to the bankruptcy settlement of BGPIQ common stock being considered of no monetary value once the Borders Group, Inc. Bankruptcy case is resolved. Ms. Trippe proposed that the confirmation hearing should not take place before February 2012. Mr. Friedman averred that of the four Objections, none relates to the adequacy of the Disclosure Statement. All of the Objections, he pointed out, are objections to confirmation of the Plan. The Objections are thus premature and should not be addressed at a hearing to consider adequacy of the Disclosure Statement, he argued. The Debtors further believe that the Objections should be denied or considered at the confirmation hearing, if they are not resolved prior to that hearing. However, the Debtors fully anticipate that they will resolve the issues raised by the objectors prior to the Confirmation Hearing. A full-text copy of the Disclosure Statement Order dated November 14, 2011 is available for free at: http://bankrupt.com/misc/Borders_Nov14DSOrder.pdf Solicitation of Plan Votes to Commence In light of the approval of the Disclosure Statement for the First Amended Joint Plan of Liquidation, Judge Glenn permitted the Debtors to commence solicitation of the Plan in accordance with approved plan solicitation procedures and schedules. The Court fixed November 10, 2011, as the record date for purposes of determining which creditors are entitled to vote on the Plan. On or before November 16, 2011, the Debtors are directed to distribute or cause to be distributed solicitation packages containing a copy of (a) the notice of the confirmation hearing and a Ballot together with a pre-addressed return envelope, or (b) a Notice of Non-Voting Status, as applicable. The Solicitation Packages, which will include a Ballot and a preaddressed return envelope, will be distributed to holders, as of the Voting Record Date, of claims in Class 3 General Unsecured Claims. The notices of non-voting status will be distributed to (i) holders, as of the Record Date, of unimpaired claims in Class 1 Priority Non-Tax Claims and Class 2 Secured Claims, and (ii) all holders, as of the Record Date, of claims or interests in Class 4 Equity Interests and Class 5 Intercompany Claims, as applicable, which classes are designated under the Plan as not entitled to vote to accept or reject the Plan. The Solicitation Packages are not required to include copies of the Disclosure Statement or Plan, but rather the Debtors are directed to give notice of a Web site -- www.bordersdisclosurestatement.com -- where all holders of claims and equity interests can access copies of the Disclosure Statement Order, the Disclosure Statement and the Plan. The Debtors are directed to distribute, or cause to be distributed by the Solicitation Date, a copy of the Solicitation Order and the Confirmation Hearing Notice to the U.S. Trustee for Region 2; the attorneys for the Official Committee of Unsecured Creditors; the U.S. Securities and Exchange Commission; the Internal Revenue Service; and all parties listed on the Debtors' Case Management Order. All Ballots must be properly executed and completed, and delivered to the Debtors' Voting Agent, The Garden City Group, Inc., via first class mail or via overnight courier or hand delivery, so as to be actually received no later than December 9, 2011, at 5:00 p.m. The Voting Agent is authorized, but not directed, to attempt to cure invalid Ballots. If any claimant seeks to challenge the allowance of its claim for voting purposes in accordance with the above procedures, that claimant is directed to serve on the Debtors and file with the Court, on or before the 10th day after the later of (i) service of the Confirmation Hearing Notice and (ii) service of notice of an objection, if any, to the claim, a motion for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure temporarily allowing the claim in a different amount for purposes of voting to accept or reject the Plan. Any creditor filing a motion pursuant to Rule 3018(a), the creditor's Ballot will not be counted unless temporarily allowed by the Court for voting purposes after notice and a hearing, prior to or at the hearing on confirmation of the Plan. The Debtors will file their vote certification no later than December 14, 2011. The Debtors will publish the Confirmation Hearing Notice on or before November 16, 2011, in The New York Times. Confirmation Hearing The Court will convene a hearing to consider confirmation of the Plan on December 20, 2011. Objections, if any, to confirmation of the Plan must be in writing; state with particularity the legal and factual basis for the objection; and be filed with the Court, so as to be actually received before December 14, 2011, at 4:00 p.m. 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: Proposes Source Interlink Settlement --------------------------------------------------- Borders Group Inc. and its affiliates seek permission from Judge Glenn to enter into a settlement agreement and stipulation with Source Interlink Companies, Inc. The Debtors previously sought to assume and amend the retail supply agreement with Source Interlink and to pay related cure costs. The Debtors withdrew the Source Interlink Assumption Motion when it became clear that they would be liquidating their remaining business. Accordingly, the Agreement terminated on August 31, 2011. Source Interlink filed Claim No. 2858 against Borders, Inc., for $5,963,425, asserting administrative priority status under Section 503(b)(9) of the Bankruptcy Code. The Debtors negotiated a reduction of the Source Interlink claim to $9,417 and agreed that the Source Interlink Claim was entitled to administrative priority status under Section 503(b)(9). The Debtors and Source Interlink subsequently entered into a settlement agreement and stipulation whereby: (A) The Source Interlink Claim is valued at and is allowed in the face amount of $5,950,881, as a priority claim under Section 503(b)(9) against Borders, Inc.; (B) A portion of the Allowed Source Interlink Claim in the amount of $746,875 will be paid upon the Court's entry of an order granting the Debtors' Motion, and the balance of the Allowed Source Claim for $5,204,006 will be paid by the Debtors or their successors pursuant to the terms of any plan or as required under any Chapter 7 liquidation, and will not be subject to objection, offset, reduction, discount, impairment or subordination. (C) The Parties' Stipulation will resolve the Source Interlink Claim, and other than the Allowed Source Interlink Claim, any and all claims, obligations, demands or other causes of action between or among the Debtors and Source Interlink both existing before the Petition Date and arising out of or related to the Source Interlink Claim will be deemed waived, disallowed, released, discharged and expunged. The Parties' Stipulation does not resolve, release or discharge any claims the Debtors may have under Section 547 or 550 of the Bankruptcy Code against Source, or any defenses Source may have thereto. (D) The postpetition reconciliation between Source Interlink and the Debtors has already been agreed to and resolved. Source Interlink releases any postpetition claims against the Debtors, and agrees that it will not assert any additional claims in the Debtors' bankruptcy cases except as otherwise provided in the Parties' Stipulation. The Official Committee of Unsecured Creditors appointed in these cases supports approval of the Parties' Stipulation. A full-text copy of the Settlement Agreement is available for free at: http://bankrupt.com/misc/Borders_SourceInterlinkSettlement.pdf David F. Head, managing director of AlixPartners, LLP, related in an accompanying declaration that the payment of $746,875 makes no difference to the Debtors' estates in terms of real dollars, because the entire Allowed Source Interlink Claim would be paid in full under the First Amended Joint Chapter 11 Plan and Section 503(b)(9) approximately one month later anyway -- but Source Interlink is taking a reduction for this privilege notwithstanding. Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, stresses that while litigating the Source Interlink Claim would not be inordinately complex, the litigation would likely be protracted, especially because it would require discovery. The claims reconciliation process would be delayed pending the litigation, as key professionals' time and efforts would be reallocated to litigating the nominal amount in dispute, he asserts. All stakeholders of the Debtors' estates would be highly inconvenienced by a delay in the claims reconciliation process, especially in light of the fact that the Debtors' estates are liquidating, he maintains. 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: Resolves Random House's $37-Mil. Claim ----------------------------------------------------- Borders Group Inc. and its affiliates and Random House, Inc. entered into a stipulation resolving Claim No. 2585, which was originally asserted for approximately $37,000,000. The Debtors scheduled Random House's general unsecured claim against Borders, Inc., for $35,414,969. Random House filed Claim No. 2585 against the Debtor as an unsecured non-priority claim for $37,191,889. To resolve their dispute, the parties stipulate that Claim No. 2585 will be deemed allowed as a general unsecured, non-priority claim against the Debtor for $36,402,158. The Allowed General Unsecured Claim will not be subject to further objection, defense, dispute, right of setoff, reduction, avoidance, disallowed or any other defense or counterclaim without prejudice to the Debtors' rights under Section 502(d) of the Bankruptcy Code with respect to claims under Sections 547, 549, and 550 of the Bankruptcy Code against Random House. Random House or its successors will be entitled to and will receive any and all distributions on account of the Allowed General Unsecured Claim pursuant to any applicable order of the Bankruptcy Court requiring or permitting those distributions, or otherwise pursuant to any confirmed plan of reorganization or liquidation in these Chapter 11 Cases or any applicable Chapter 7 case. The Parties' Stipulation does not resolve, release or discharge any claims the Debtors may have under Sections 547, 549 or 550 against Random House. 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) BOSTLEMAN CORP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bostleman Corp. 7142 Nightingale Drive Holland, OH 43528 Bankruptcy Case No.: 11-36081 Chapter 11 Petition Date: November 10, 2011 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Richard L. Speer Debtor's Counsel: Steven L Diller, Esq. DILLER & RICE, LLC 124 E Main St. Van Wert, OH 45891 Tel: (419) 238-5025 E-mail: steven@drlawllc.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohnb11-36081.pdf The petition was signed by William L. Bostleman, president. BOZEL SA: Disclosures to Liquidating Plan Has Dec. 7 Hearing ------------------------------------------------------------ Bozel, S.A., and Bozel, LLC, have filed a proposed Joint Chapter 11 Plan of Liquidation and an explanatory Disclosure Statement. The hearing to approve the "adequacy" of the Disclosure Statement is scheduled for Dec. 7, 2011, at 9:30 a.m. Responses, if any, are due by Nov. 29, 2011. From and after the Effective Date, the Debtors will continue in existence for the purposes of (i) winding up their affairs as expeditiously as reasonably possible, (ii) liquidating, by conversion to Cash, or other methods, of any remaining Bozel S.A. Assets or Bozel, LLC Assets, as applicable, as expeditiously as reasonably possible, (iii) enforcing and prosecuting claims, interests, rights and privileges of the Debtors, including, without limitation, the prosecution of Causes of Action, (iv) resolving Disputed Claims, (v) administering the Plan, (vi) filing appropriate tax returns and (vii) performing all such other acts and conditions required by and consistent with consummation of the terms of the Plan. Under the Plan, Allowed Administrative Expense Claims, Priority Tax Claims, Non-Priority Tax Claims and Allowed Fee Claims are unclassified, Unimpaired and will be satisfied in full. The Plan cancels Intercompany Claims (Class 2) and Equity Interests in Bozel S.A. (Class 3A) and Equity Interests in Bozel, LLC (Class 3B). Holders of Intercompany Claims and Equity Interests will receive no distribution under the Plan, and are conclusively presumed to reject the Plan. Holders of General Unsecured Claims against Bozel S.A. (Class 1A) and General Unsecured Claims against Bozel, LLC (Class 1B) are Impaired under the Plan and entitled to vote. General Unsecured Claims against Bozel S.A. in Class 1A, owed $13,661,828, will receive a recovery of between 0.00% and 12.40%, while General Unsecured Claims against Bozel, LLC, will receive a recovery of between 38.64% and 100%. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/bozelsa.dkt352.pdf About Bozel S.A. Bozel S.A. is a company limited by shares (a 'societe anonyme"or ('s.A.") organized under the Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under the number B107769. Bozel is a holding company which, at the time of its Chapter 11 filing, owned substantially all of the stock in Bozel Mineracao, S.A. (organized in Brazil) ("Bozel Brazil") and Bozel Europe S.A.S. (organized in France) ("Bozel Europe"), and continues to own Bozel, LLC (organized in the state of Florida). Prior to the sale of Bozel Brazil and Bozel Europe to Japan Metals & Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its three operating subsidiaries on three continents, was a worldwide leader in the sale of calcium silicon ("CaSi"). Immediately preceding its filing for bankruptcy protection, Bozel S.A. sold over 40% of the world's CaSi powder output. Bozel Brazil produces primarily CaSi and cored wire, which is an industry-preferred ingredient in the production of high quality steel and steel alloys. Bozel Europe produces primarily cored wire. Bozel, LLC, formerly marketed and distributed in the United States the products produced by Bozel Brazil. Bozel S.A. is the sole member and manager of Bozel, LLC. Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11802) on April 6, 2010. In its amended schedules, Bozel disclosed US$41,134,010 in assets and US$47,365,036 in liabilities. Bozel, LLC, filed a separate petition for Chapter 11 (Bankr. S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011. Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg Traurig, LLP, in Miami, represent the Debtors as counsel. The two cases are jointly administered under Case No. 10-11802. CAESARS ENTERTAINMENT: Files Form S-1 Registration Statement ------------------------------------------------------------ Ceasars Entertainment Corporation filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to an initial public offering of the Company's common stock. Prior to this offering, there has been no public market for the Company's common stock. This prospectus is not complete and may be changed. The Company may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The Company intends to apply to list its common stock on a national securities exchange under the symbol "CZR." The listing is subject to approval of the Company's application. A full-text copy of the preliminary prospectus is available for free at http://is.gd/A06PW2 About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. The Company also reported a net loss of $471.30 million on $6.66 billion of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $629.30 million on $6.69 billion of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $28.86 billion in total assets, $27.62 billion in total liabilities, $36 million in redeemable non-controlling interests, and $1.20 billion total stockholders' equity. * * * Harrah's announced its re-branding to Caesar's on mid-November 2010. Harrah's carries 'Caa3' long term corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B-' issuer credit rating, with 'stable' outlook, from Standard & Poor's. "The 'B-' corporate credit rating reflects Caesars' very weak credit measures and our belief that prospects for a meaningful rebound in net revenues and EBITDA in 2011 do not seem promising given the current economic outlook," said Standard & Poor's credit analyst Ben Bubeck in May 2011. "While several actions taken by management have positioned the company with a moderate covenant cushion and very limited debt maturities over the next few years, Caesars' capacity to continue to fund operational and capital spending needs and meet debt service obligations relies on meaningful growth in cash flow generation over the next few years." As reported by the TCR on March 3, 2011, Moody's Investors Service upgraded Caesars Entertainment's Corporate Family ratings and Probability of Default ratings to Caa2. CET's Caa2 Corporate Family Ratings reflect very high leverage, weak interest coverage, the company's debt financed growth strategy, and Moody's view that the company's current capital structure in unsustainable in the long-term. The ratings reflect Moody's expectation that gaming demand will rebound very slowly over the next several years. However, in the absence of a material de-leveraging transaction, Moody's do not expect the company's capital structure to improve materially over the next few years. Additionally, given CEC's weak credit profile, there is a possibility that the company could again pursue transactions that will result in impairment of debt holder claims as a means to improve its capital structure. CAPITOL BANCORP: Files Form 10-Q, Incurs $24.7-Mil. Q3 Net Loss --------------------------------------------------------------- Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $24.76 million on $26 million of total interest income for the three months ended Sept. 30, 2011, compared with a net loss of $57.24 million on $32.38 million of total interest income for the same period a year ago. The Company also reported a net loss of $45.04 million on $82.17 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $163.10 million on $101.45 million of total interest income for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $2.46 billion in total assets, $2.56 billion in total liabilities, and a $93.51 million in total deficit. As of Sept. 30, 2011, there are several significant adverse aspects of Capitol's consolidated financial position and results of operations which include, but are not limited to, the following: -- An equity deficit approximating $96 million; -- Regulatory capital classification on a consolidated basis as less than "adequately-capitalized" and related negative amounts and ratios; -- Numerous banking subsidiaries with regulatory capital classification as "undercapitalized" or 'significantly- undercapitalized"; -- Certain banking subsidiaries which are generally subject to formal regulatory agreements have received "prompt corrective action" notifications and directives from the FDIC, which require timely action by bank management and the respective boards of directors to resolve regulatory capital ratios which result in classification as less than "adequately-capitalized" or to submit an acceptable capital restoration plan to the FDIC, and it is likely additional PCANs or PCADs may be issued in the future or that the banking subsidiaries may be unable to satisfactorily resolve those notices or directives; -- In 2010 and 2011, Capitol sold several of its banking subsidiaries and has other divestiture transactions pending. The proceeds from those divestitures have been redeployed at certain remaining banking subsidiaries which have experienced a significant erosion of capital due to operating losses. While such proceeds have been a significant source of funds for redeployment, the Corporation will need to raise significant other sources of new capital in the future; -- The Corporation and substantially all of its banking subsidiaries are operating under various regulatory agreements which place a number of restrictions on them and impose other requirements limiting activities and requiring preservation of capital, improvement in regulatory capital measures, reduction of nonperforming assets and other matters for which the entities have not achieved full compliance; -- Elevated levels of nonperforming loans and other nonperforming assets as a percentage of consolidated loans and total assets, respectively; and -- Significant losses from continuing operations in 2011, 2010, 2009 and 2008, resulting primarily from provisions for loan losses, costs associated with foreclosed properties and other real estate owned and, in 2010, an impairment charge to operations for the write-off of previously-recorded goodwill ($64.5 million). The foregoing considerations raise some level of doubt as to the Corporation's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://is.gd/P4S7rz About Capitol Bancorp Limited Capitol Bancorp Limited (NYSE: CBC) -- http://www.capitolbancorp.com/-- is a $5.1 billion national community banking company, with a network of bank operations in 16 states. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan and Phoenix, Arizona. In September 2009, Capitol and its second-tier bank holding companies entered into a written agreement with the Federal Reserve Bank of Chicago under which Capitol has agreed, among other things, to submit to the Reserve Bank a written plan to maintain sufficient capital at Capitol on a consolidated basis and at Michigan Commerce Bank (as a separate legal entity on a stand- alone basis); and a written plan to enhance the consolidated organization's risk management practices, a strategic plan to improve the consolidated organization's operating results and overall condition and a cash flow projection. Certain of Capitol's bank subsidiaries have entered into formal agreements with their applicable regulatory agencies. Those agreements provide for certain restrictions and other guidelines and/or limitations to be followed by the banks. In 2009, Capitol commenced the deferral of interest payments on its various trust-preferred securities, as is permitted under the terms of the securities, to conserve cash and capital resources. The payment of interest may be deferred for periods up to five years. During such deferral periods, Capitol is prohibited from paying dividends on its common stock (subject to certain exceptions) and is further restricted by Capitol's written agreement with the Federal Reserve Bank of Chicago. Accrued interest payable on such securities approximated $18.1 million at June 30, 2010. CARDIUM: Incurs $1.6 Million Net Loss in Third Quarter ------------------------------------------------------ For the third quarter ended Sept. 30, 2011, Cardium reported a net loss of $1.6 million, or $0.02 per share, compared to a net loss of $3.4 million, or $0.04 per share for the same period in 2010. For the nine months ended Sept. 30, 2011, the Company reported a net loss of $5.1 million, or $0.06 per share, compared to a net loss for the same nine-month period of $5.2 million, or $0.07 per share for 2010. The Company is preparing for the commercial launch of Excellagen, which is expected to commence in the first quarter 2012. Cardium is in discussions with potential commercialization partners for the sale of Excellagen in the U.S. and internationally and with potential new collaborative partners for additional product opportunities for the Excellagen formulation. A full text copy of the Company's third quarter results is available free at http://ResearchArchives.com/t/s?774b About Cardium Cardium --- http://www.cardiumthx.com/-- is focused on the acquisition and strategic development of new and innovative bio medical product opportunities and businesses that have the potential to address significant unmet medical needs and definable pathways to commercialization, partnering and other economic monetizations. Cardium's current investment portfolio includes the Tissue Repair Company, Cardium Biologics, and the Company's in-house MedPodium healthy lifestyle product platform. The Company's lead product candidates include Excellagen(TM) topical gel for wound care management, and Generx(R) DNA-based angiogenic biologic for patients with coronary artery disease. In addition, consistent with its capital-efficient business model, Cardium continues to actively evaluate new technologies and business opportunities. In July 2009, Cardium completed the sale of its InnerCool Therapies medical device business to Royal Philips Electronics, the first asset monetization from the Company's biomedical investment portfolio. CARRIZO OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Carrizo Oil and Gas, Inc.'s offering of $200 million senior unsecured notes due 2018. These notes are a tack-on issuance to the existing $400 million unsecured senior notes due 2018. Carrizo intends to use the net proceeds from the proposed offering to repay a substantial portion of the borrowings outstanding under its senior secured revolving credit facility. The rating outlook is stable. RATINGS RATIONALE "To fund an average reserve replacement of over 600% over the last 3-years significant capital beyond internally generated funds was required. Carrizo has exhibited the financial discipline to fund its transition to other shales with a balanced combination of asset sales in non-core regions, JVs to spread risk and accelerate the recognition of proved reserves equity, long term debt issuance and selling equity," commented Harry Schroeder Moody's Vice President. "Maintaining adequate available liquidity is an essential component of its financial strategy and this $200 million issue will pay down the revolving credit facility, restoring full availability under the revolving credit and maximum liquidity. It will likely issue new equity in combination with future debt issues to maintain a balanced capital structure. This is a key element in it maintaining its existing rating." Carrizo's B2 CFR is supported by its success in growing reserves and production through productive internal capital reinvestment. Average daily production grew 25% over the first six months ending June 30, 2011 compared to 2010 and proved developed reserves grew 20% in 2010 from 2009 levels. One-year all sources F&D costs in 2010 were a competitive $7.10/boe and three-year F&D costs are also favorable at $10.52/boe. Carrizo's cost structure has benefited from its early mover advantage in the Barnett Shale, and it hopes to export this expertise to the other shales. E&P Debt / Average Daily Production quarterly was just over $30,000/bbl. The B3 rating on the proposed $200 million senior notes reflects both the overall probability of default of Carrizo, to which Moody's assigns a PDR of B2, and a loss given default of LGD 5 (70%). At 9/30/2011, Carrizo had a senior secured revolving credit with a $340 million borrowing base ($154 million outstanding) and a $3 million senior secured multi-currency facility. The remainder, $467 million, including the $400 million note to which this is tacked-on is senior unsecured debt. This precipitates the notching of the issue to a B3 rating. The principal methodology used in rating Carrizo Oil and Gas, Inc. was the Independent Exploration and Production (E&P) Industry Rating Methodology published in December 2008. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Carrizo is based in Houston, Texas. CARRIZO OIL: S&P Assigns 'B-' Rating to $200-Mil. Senior Notes -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' rating to Carrizo Oil & Gas Inc.'s (Carrizo) proposed $200 million senior unsecured notes due 2018. "The recovery on the notes is '5', indicating our expectation of modest (10% to 30%) recovery in the event of a payment default," S&P related. The exploration and production company intends to use proceeds to refinance borrowings under its credit facility. As of Sept. 30, 2011, Houston-based Carrizo had about $624 million in balance sheet debt. "The 'B' rating and stable outlook on Carrizo Oil & Gas Inc. reflect what we categorize as Carrizo's highly leveraged financial risk profile and vulnerable business risk profile. With current leverage of about 4.5x, Carrizo has a levered balance sheet, but we expect this ratio to decrease to less than 4x by year-end as the company ramps up production and converts to more liquids-rich production. As a participant in the highly cyclical and competitive oil and gas exploration and production (E&P) industry, Carrizo is susceptible to commodity prices, particularly with respect to natural gas, the company's principal product and one that continues to suffer from weak prices. Although organic reserve replacement has been robust over the past few years and reserve life remains strong, Carrizo has a modest-sized reserve and production base concentrated in a few resource plays. (For the complete corporate credit rating rationale, see the summary analysis on Carrizo published on Aug. 22, 2011.)," S&P said. Ratings List Carrizo Oil & Gas Inc. Corporate credit rating B/Stable/-- New Rating Proposed $200 mil sr unsecd nts due 2018 B- Recovery rating 5 CASCADE BANCORP: Incurs $54.4 Million Third Quarter Net Loss ------------------------------------------------------------ Cascade Bancorp filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $54.42 million on $16.17 million of total interest income for the three months ended Sept. 30, 2011, compared with a net loss of $3.43 million on $20.63 million of total interest income for the same period during the prior year. The Company reported a net loss of $13.65 million on $84.98 million of total interest and dividend income for the year ended Dec. 31, 2010, compared with a net loss of $114.83 million on $106.81 million of total interest and dividend income during the prior year. The Company also reported a net loss of $21.36 million on $52.18 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $15.05 million on $65.60 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.39 billion in total assets, $1.23 billion in total liabilities, and $158.51 million in total stockholders' equity. Patricia L. Moss, chief executive officer commented, "Results for the quarter represent actions taken to invest in the future of our company. The accomplishment of the asset sale during the quarter has significantly reduced the Company's non-performing and substandard loans. While our focus on improving credit quality continues, our bankers also are actively sourcing and prospecting new loans. We are committed to delivering credit to our communities and have added experienced business and commercial banking professionals in our regions to assist with outreach and service. We remain appreciative of our customers' banking business and acknowledge that our reported core customer deposit increase represents quality organic growth. We continue to exceed regulatory benchmarks for "well-capitalized" and are well positioned to serve local businesses and neighbors to provide a full banking relationship, including lending programs to help build a healthy financial future." A full-text copy of the Form 10-Q is available for free at: http://is.gd/zhsi2J About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." As of March 31, 2010, the bank's balance sheet showed $2.088 billion in assets. CATHOLIC CHURCH: Milw. Wants Until June 29 to Decide on Leases -------------------------------------------------------------- The Archdiocese of Milwaukee asks the U.S. Bankruptcy Court for the Eastern District of Wisconsin for a third extension of the time within which it may assume or reject an unexpired lease of nonresidential real property. The Court previously gave the Archdiocese until October 31, 2011, to assume or reject an unexpired lease of nonresidential property. The Archdiocese seeks an additional 90-day extension of the lease decision period, or through and including January 29, 2012. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, informs the Court that the Archdiocese, as lessee, pays for the upkeep, maintenance and repairs to the buildings and grounds, as well as all utilities and supplies, in exchange for use of the Leased Premises. The Archdiocese, in turn, sublets portions of the premises to other unrelated entities, including the Milwaukee Bucks, Inc. Due to the large number of issues in the bankruptcy proceeding, the Archdiocese needs additional time to fully evaluate the Lease to determine whether the assumption or rejection of the Lease is in the best interest of the Archdiocese, the bankruptcy estate and its creditors, Mr. Diesing contends. He asserts that to ascertain if the Lease is beneficial or burdensome, the Archdiocese must consider its continuing needs and the condition of the rental market, as well as its obligations to its tenants, including the Milwaukee Bucks. De Sales Preparatory Seminary, Inc. joins in the Archdiocese of Milwaukee's request to extend the Lease Decision Period. Mr. Diesing certified to the court that as of November 14, 2011, no objections were filed to the Archdiocese's request. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: Appeals Court Denies Father D's Rehearing Plea --------------------------------------------------------------- The U.S. Court of Appeals for the Ninth Circuit has denied Father D's Petition for Panel Rehearing filed on October 5, 2011. The Appeals Court further denied Father M's motions and alternative motions filed on October 5, 2011. The denial is without prejudice to Father M's bringing a motion in the district court, under Rule 60 of the Federal Rules of Civil Procedure, for relief from the bankruptcy court's order in light of the Appeals Court's opinion. The Appeals Court directs the district court to consider and rule on any promptly filed motion before remanding the case to the bankruptcy court. Documents produced in discovery and filed in the bankruptcy court contained allegations that Fathers M and D, two priests who were not parties to the Portland Archdiocese's bankruptcy case, had sexually abused children. The bankruptcy court held that the discovery documents at issue could be disclosed to the public, because the public's interest in disclosure of these discovery documents outweighed the priests' privacy interests under Rule 26(c) of the Federal Rules of Civil Procedure. It also held that the documents filed in court could be disclosed to the public because they did not contain "scandalous" allegations for purposes of Section 107(b) of the Bankruptcy Code. The district court affirmed. The Appeals Court affirm in part and reverse in part. The Appeals Court affirm the bankruptcy court's ruling as to the release of discovery documents disclosing Father M's name under Rule 26(c), because the public's serious safety concerns cannot be addressed if Father M's name is redacted. However, since the record does not reflect the existence of any similar significant public interest that requires the disclosure of Father D's identifying information, the Appeals Court held that Father D's identifying information must be redacted from any discovery documents that are released. In addition, due to the mandatory duty to keep scandalous material confidential at the request of a party under Section 107(b), the Appeals Court reversed the bankruptcy court's decision to release the punitive damages memorandum and attached documents. About Archdiocese of Portland The Archdiocese of Portland in Oregon filed for Chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. The Court approved the Debtor's disclosure statement explaining its Second Amended Joint Plan of Reorganization on Feb. 27, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CDC CORP: Has CRO With Most Chapter 11 Trustee Powers ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that CDC Corp. has a chief restructuring officer with almost all the powers of a Chapter 11 trustee. The report relates that U.S. Bankruptcy Judge Paul W. Bonapfel in Atlanta approved the appointment of Marcus A. Watson as the restructuring officer with "complete authority in the management of the estate." Mr. Rochelle notes that Mr. Watson must have concurrence from the board of directors before proposing a Chapter 11 plan, selling property for more than $5 million, obtaining a loan secured by all the assets, or proposing a settlement with regard to a $65.4 million judgment in favor of Evolution CDC SPV Ltd. and others. The Chapter 11 filing in early October was intended to fend off the Evolution judgment. Mr. Rochelle notes that if the board refuses to allow a sale of the assets, Judge Bonapfel directed Mr. Watson to bring the board's action to his attention. About CDC Corp Based in Atlanta, CDC Corp. (Nasdaq: CHINA) -- http://www.cdccorporation.net/-- is the parent company of CDC Software (Nasdaq: CDCS). CDC Software is based dually in Shanghai, China, and Atlanta and produces enterprise software applications, IT consulting services, outsourced applications development and IT staffing. The company's owners include Asia Pacific Online Ltd., Xinhua News Agency and Evolution Capital Management. CDC Corporation, doing business as Chinadotcom, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011. James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA, in Atlanta, Georgia, serves as counsel. The Debtor estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. CDC CORP: Court Approves Lamberth Cifelli as Counsel ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia authorized CDC Corp. to employ Lamberth, Cifelli, Stokes, Ellis & Nason, P.A., as counsel. According to the Troubled Company Reporter on Nov. 11, 2011, as the Debtor's counsel, Lamberth Cifelli will, among other things: (a) advise, assist, and represent the Debtor with respect to the Debtor's rights, powers, duties, and obligations in the administration of this case, and the collection, preservation, and administration of assets of the Debtor's estate; (b) advise, assist, and represent the Debtor with regard to any claims and causes of action which the estate may have against various parties including, without limitation, claims for preferences, fraudulent conveyances, improper disposal of assets, and other claims or rights to recovery granted to the estate; to institute appropriate adversary proceedings or other litigation and to represent the Debtor therein with regard to such claims and causes of action; and to advise and represent the Debtor with regard to the review and analysis of any legal issues incident to any of the foregoing; (c) advise, assist, and represent the Debtor with regard to investigation of the desirability and feasibility of the rejection or assumption and potential assignment of any executory contracts or unexpired leases, and to advise, assist, and represent the Debtor with regard to liens and encumbrances asserted against property of the estate and potential avoidance actions for the benefit of the estate, within the Debtor's rights and powers under the Bankruptcy Code, and the initiation and prosecution of appropriate proceedings in connection therewith; (d) advise, assist, and represent the Debtor in connection with all applications, motions, or complaints concerning reclamation, sequestration, relief from stays, disposition or other use of assets of the estate, and all other similar matters; and (e) advise, assist, and represent the Debtor with regard to the preparation, drafting, and negotiation of a plan of reorganization or liquidation and accompanying disclosure statement, or negotiation with other parties presenting a plan of reorganization or liquidation and accompanying disclosure statement; and/or to advise, assist, and represent the Debtor in connection with the sale or other disposition of any assets of the estate, including without limitation the investigation and analysis of the alternative methods of effecting same; employment of auctioneers, appraisers, or other persons to assist with regard thereto; negotiations with prospective purchasers and the evaluation of any offers received; the drafting of appropriate contracts, instruments of conveyance, and other documents with regard thereto; the preparation, filing, and service as required of appropriate motions, notices, and other pleadings as may be necessary to comply with the Bankruptcy Code with regard to all of the foregoing; and representation of the Debtor in connection with the consummation and closing of any such transactions. On Oct. 3, 2011, LCSEN received $76,014.00 prior to the filing to hold as a retainer as set forth in the Bankruptcy Rule 2014 Verification. The source of the funds was a loan from a trust established for the benefit of Peter Yip's spouse and his children to Chinadotcom Finance Corporation Limited which transferred the funds to LCSEN. Debtor owns 100% of CDC Strategic Corporation, which is registered in the Caymans and owns 100% of Chinadotcom Finance Corporation Limited, which is registered in Hong Kong. Mr. Yip is the Debtor's Chief Executive Officer, currently in administrative leave from that position, and is a member of the Debtor's board of directors. About CDC Corp Based in Atlanta, CDC Corp. (Nasdaq: CHINA) -- http://www.cdccorporation.net/-- is the parent company of CDC Software (Nasdaq: CDCS). CDC Software is based dually in Shanghai, China, and Atlanta and produces enterprise software applications, IT consulting services, outsourced applications development and IT staffing. The company's owners include Asia Pacific Online Ltd., Xinhua News Agency and Evolution Capital Management. CDC Corporation, doing business as Chinadotcom, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011. James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA, in Atlanta, Georgia, serves as counsel. The Debtor estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. CENTRAL FALLS, R.I.: Retirees to Investigate Pension Funds ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that retired police and firefighters from City of Central Falls, Rhode Island, filed papers seeking authority from the bankruptcy court to subpoena information from John Hancock Financial Services Inc., the bankrupt city's pension fund manager. According to the report, the retired workers said in their papers that they have "concerns" about whether deductions from their salaries were turned over to the pension fund as required. They also want to learn whether money in the pension fund was "ever improperly paid over to or diverted for the city's general fund." The report relates that dealing with its finances in a municipal Chapter bankruptcy, the city is in control of a receiver appointed beforehand. The receiver is negotiating new contracts with unions representing city workers. The receiver filed a proposed debt adjustment plan for the city in September not intended to affect bondholders. About Central Falls Central Falls is a city in Providence County, Rhode Island. The population was 18,928 at the 2000 census. Central Falls is the smallest and most densely populated city in Rhode Island. Central Falls sought bankruptcy protection under Chapter 9 of the U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1, 2011. The Chapter 9 filing was made after former Rhode Island Supreme Court Judge Robert Flanders, who serves as state-appointed receiver for the city, was unable to negotiate significant concessions from unions representing police officers, firefighters and other city workers. The city grappled with an $80 million unfunded pension and retiree health benefit liability that is nearly quadruple its annual budget of $17 million. Judge Robert Flanders succeeded the role from retired Superior Court Associate Justice Mark A. Pfeiffer, who was appointed in July 2010. The Central Falls receivership, the state's first, has left the mayor and council without any power to govern. Judge Frank Bailey presides over the Chapter 9 case. Theodore Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy counsel to the receiver. The receiver is negotiating new contracts with unions representing city workers. The receiver filed a proposed debt adjustment plan for the city in September. It won't affect bondholders. CHARBEL TOUFIQUE FAHED: PNC Bank Gets More Time to Answer Suit -------------------------------------------------------------- Bankruptcy Judge Paul Mannes signed off on a stipulation and consent order extending to Nov. 25 the deadline for PNC Bank, National Association, to file an answer or other responsive pleading to the lawsuit, CHARBEL TOUFIQUE FAHED, v. PNC BANK, NATIONAL ASSOCIATION, Adv. Proc. No. 11-00745 (Bankr. D. Md.). A copy of the parties' stipulation dated Nov. 15 is available at http://is.gd/Uk8xVmfrom Leagle.com. Marc E. Shach, Esq. -- marc.shach@weinstocklegal.com -- at Weinstock, Friedman & Friedman, P.A., in Baltimore, serves as Counsel for PNC Bank. Charbel Toufique Fahed filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-16399) on March 29, 2011. John D. Burns, Esq., at The Burns Law Firm, LLC, in Greenbelt, Maryland, represents Charbel Toufique Fahed. CHARLESTON ASSOCIATES: Plan Filing Exclusivity Until Nov. 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods of Charleston Associates LLC to file a plan and solicit acceptances thereof through and including Nov. 30, 2011, and Jan. 31, 2012, respectively. This is the Debtor's extension of the exclusivity periods. The Debtor related that it has discussed the proposed plan with the Debtor's principal secured lender, but it has still to obtain the secured lender's consent to its treatment under the Plan. The Debtor says it is prepared to move forward with a non-consensual plan in the unlikely event that it cannot reach an agreement. The Debtor said it needs a period of 60 days to schedule and hold a hearing on approval of the disclosure statement, and to solicit acceptances of its plan. About Charleston Associates Based in Las Vegas, Nevada, Charleston Associates, LLC, is the successor by merger to Boca Fashion Village Syndications Group. It owns a portion of a large community shopping center located in Las Vegas. The entire shopping center is known as The Shops at Boca Park. It encompasses almost 55 acres and is situated at the northeast corner of the intersection of Charleston Boulevard and Rampart Boulevard. Charleston's current portion of the shopping center consists of a 20.4 acre parcel located at 700-750 S. Rampart Boulevard, Las Vegas, that is commonly known as Boca Fashion Village. Boca Fashion contains, among other things, a 130,000+ square foot parcel of real estate that is currently leased to Sears Roebuck & Company. 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 C. Gramlich, Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in Chicago, Ill., represent the Debtor as counsel. Laura Davis Jones, Esq., Bradford J. Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del., represents 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., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Del., represents the Committee as Delaware counsel. CHEF SOLUTIONS: Wins Court OK to Unload Assets for $70 Million -------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Kevin Gross on Tuesday gave Chef Solutions Holdings Inc. the go-ahead to sell its assets for nearly $70 million to a joint venture between private equity firm Mistral Capital Management LLC and rival Reser's Fine Foods Inc. Judge Gross signed off on the sale at a court hearing after no other bids emerged for the prepared foods company and an auction was canceled. About Chef Solutions Chef Solutions Inc., through subsidiary Orval Kent Food, is the second largest manufacturer in North America of fresh prepared foods for retail, foodservice and commercial channels. Chef Solutions and its affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, with the aim of selling the business to a joint venture between Mistral Capital Management LLC and Reser's Fine Foods Inc. The Debtor estimated assets and debts both exceeding $100 million. Judge Kevin Gross presides over the case. Lawyers at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Donlin Recano is the claims and notice agent. Piper Jaffray & Co. has been hired as investment banker. PricewaterhouseCoopers serves as financial advisor. Judge Gross has authorized Chef Solutions to borrow $9 million to fund operations as the Company gears up to sell its assets. A joint venture between Mistral Capital Management LLC and Reser's Fine Foods Inc. has signed a contract to buy the business for $36.4 million in cash and $25.3 million in secured debt. The deal is subject to higher and better offers. Lowenstein Sandler PC represents the creditors' committee appointed in the case. CHINA DU KANG: Restates 2009 Form 10-K to Correct Errors -------------------------------------------------------- China Du Kang Co., Ltd. filed on Nov. 2, 2011, Amendment No. 2 to its annual report on Form 10-K for the fiscal year ended Dec. 31, 2009. The Company discovered that its financial statements for the years ended Dec. 31, 2010, 2009, 2008, and the periods ended March 31, 2011, 2010, 2009; June 30, 2010, 2009, and Sept. 30, 2010, 2009, should not be relied upon due to errors in the accounting record, accounting treatment and insufficient recognition of related party transactions disclosures. The Company reported a net loss of $1.4 million on $2.0 million of revenues for 2009, compared with a net loss of $2.3 million on $1.1 million of revenues for 2008. The Company's balance sheet at Dec. 31, 2009, showed $10.0 million in total assets, $18.2 million in total liabilities, and a stockholders' deficit of $8.2 million. A copy of the Form 10-K/A is available for free at: http://is.gd/hGrdU5 As reported in the Troubled Company Reporter on April 14, 2010, Keith Z. Zhen, CPA, in Brooklyn, N.Y., expressed substantial doubt about China Du Kang's ability to continue as a going concern, following the Company's 2009 results. The independent auditor noted that the Company has incurred an operating loss in 2009 and 2008 and has a working capital deficiency and a shareholders' deficiency as of Dec. 31, 2009. Headquartered in Xi'an, Shaanxi, in the PRC, China Du Kang Co., Ltd., was incorporated as U.S. Power Systems, Inc., in the State of Nevada on Jan. 16, 1987. The Company is principally engaged in the business of production and distribution of distilled spirit with the brand name of "Baishui Dukang". The Company also licenses the brand name to other liquor manufactures and liquor stores. CHIP, LLC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: The Chip, LLC 21060 Centre Pointe Parkway Santa Clarita, CA 91350 Bankruptcy Case No.: 11-56656 Chapter 11 Petition Date: November 10, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: Justin S. Kline, Esq. THE LAW OFFICE OF JUSTIN KLINE 24001 Newhall Ranch Road, Suite 211 Valencia, CA 91355 Tel: (661) 320-4476 Fax: (661) 320-4471 E-mail: justinkline@jklinelaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Chip Meyer, managing member. CL VERIFY: Chex Systems Contract Lawsuit Transferred to N.J. Court ------------------------------------------------------------------ District Judge Virginia M. Hernandez Convington granted the request of CL Verify LLC to transfer venue to the United States District Court for the District of New Jersey of the lawsuit, CHEX SYSTEMS, INC., a Minnesota Corporation, Plaintiff, v. DP BUREAU, LLC, a Florida limited liability company, and CL VERIFY, LLC, a Florida limited liability company, Defendants; CL VERIFY, LLC, Counterclaim Plaintiff, v. CHEX SYSTEMS, INC., Counterclaim Defendant; and CL VERIFY, LLC, Third-Party Plaintiff, v. GUNSTER, YOAKLEY & STEWART, P.A., DAVID M. WELLS, MARTIN ROMAIN, and MARK O. WILHELM, II, Third-Party Defendants, No. 8:10-cv-2465-T-33MAP (M.D. Fla.). Chex Systems is one of the Debtors' main suppliers. Judge Convington said the civil action is related to CL Verify and MicroBilt Corp.'s consolidated chapter 11 case pending in the New Jersey Bankruptcy Court. The civil case involves issues related to purported defaults under a CL Verify Resale Agreement between CL Verify and Chex, as well as CL Verify's claim for injury against Chex as a third-party beneficiary of a MicroBilt Resale Agreement. These matters represent the primary assets and liabilities of the CL Verify bankruptcy estate. As such, the claims of the civil action are within the jurisdiction of the Bankruptcy Court and have a clear and direct impact on property of the bankruptcy estate under 11 U.S.C. Sec. 541 and the administration of the bankruptcy estate. On Nov. 4, 2010, Chex filed a Complaint against CL Verify and DP Bureau, LLC. Chex asserts a claim against CL Verify for breach of the CL Verify Resale Agreement with Chex based on: (i) the Defendants' alleged failure to obtain prior written authorization from Chex before assigning certain end user agreements to other resellers, i.e., MicroBilt; (ii) the Defendants' alleged failure to contribute certain information to Chex and to obtain each end user's written consent for such data contribution; and (iii) CL Verify's purported failure to pay outstanding invoices to Chex. In its Counterclaim, CL Verify alleges that through a series of corporate transactions, including a merger, CL Verify and its subsidiary, CL Verify Credit Solutions LLC, became wholly owned subsidiaries of MicroBilt on August 31, 2010, and that Chex began to refuse MicroBilt's requests for "sub codes" for end users of CL Verify and Solutions in mid-October 2010. CL Verify alleges that such failure breached the Microbilt-Chex Resale Agreement and damaged CL Verify and Solutions as third-party beneficiaries of the MicroBilt Resale Agreement. CL Verify further alleges that by publishing information regarding the end users of CL Verify and Solutions in connection with its Complaint, Chex has tortiously interfered with the business relationships of CL Verify and Solutions with their end users, violated Florida's Uniform Trade Secrets Act, and that the violation of the UTSA was willful and malicious. In the Third-Party Complaint, CL Verify contends, inter alia, that the Third-Party Defendants misappropriated the trade secret of CL Verify and Solutions in violation of Florida's UTSA and that the violation of the UTSA was willful and malicious. Separately, Judge Convington denied Third-Party Defendants Martin Romain and Mark O. Wilhelm, II's Motion for Leave to File Motion for Sanctions Against Plaintiff CL Verify, LLC. A copy of the Court's Nov. 10, 2011 Order is available at http://is.gd/PooqsFfrom Leagle.com. About MicroBilt Corporation MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC in Tampa, Florida, offer small business owner solutions for fraud prevention, consumer financing, debt collection, skip tracing and background screening. MicroBilt provides access to over 3 billion debit account records, nearly 30 billion pieces of demographic and public record data and over 100 million unique consumer records to prevent identity fraud, evaluate credit risk and retain customer relationships. MicroBilt and CL Verify filed for Chapter 11 five days apart: MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011, and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23, 2011. The Debtors tapped Lowenstein Sandler PC as their counsel, and Maselli Warren, PC, as their special litigation counsel. MicroBilt estimated $10 million to $50 million in both assets and debts. CL Verify estimated $100 million to $500 million in assets, but under $1 million in debts. Court papers say the Debtors have roughly $8.4 million in unsecured debt and no secured debt. The Debtors believe they have an enterprise value of $150 million to $180 million. No trustee, examiner or committee has been requested or appointed in these Chapter 11 cases. CLARE AT WATER TOWER: Files for Chapter 11 ------------------------------------------- Dow Jones' DBR Small Cap reports that the Clare at Water Tower has filed for Chapter 11 bankruptcy protection under the weight of more than $200 million in debt taken on to develop the property. Clare at Water Tower is a continuing-care retirement community in Chicago. CLAIRE'S STORES: Expects to Report Sales of $356-Mil. for Q3 ------------------------------------------------------------ Claire's Stores, Inc., announced selected preliminary, unaudited financial results for the fiscal 2011 third quarter, which ended Oct. 29, 2011. The Company expects to report net sales of $356 million for the 2011 third quarter, an increase of $8 million, or 2.2%, compared to the 2010 third quarter. The increase was attributable to new store sales and favorable foreign currency translation effect of our foreign locations' sales, partially offset by a decrease in same store sales and the effect of store closures. Net sales would have increased 0.3% excluding the impact from foreign currency rate changes. Consolidated same store sales decreased 2.2% in the 2011 third quarter, consisting of a 0.8% increase in North America and a 7.1% decrease in Europe. The Company's consolidated month-to-date same store sales in November are in the positive low-single digits. However, that trend includes a benefit from Halloween falling on the second day of the fiscal month this year. The Company computes same store sales on a local currency basis, which eliminates any impact from changes in foreign exchange rates. At Oct. 29, 2011, cash and cash equivalents were $156 million, including restricted cash of $26 million. The Company's Revolving Credit Facility continued to be undrawn following the March 2011 paydown from the proceeds of the Senior Secured Second Lien Notes. In addition, during the 2011 third quarter, the Company paid $26 million to retire $28 million of Senior Toggle Notes and $3 million of Senior Notes. A full-text copy of the press release is available for free at: http://is.gd/VVG9vf About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. As reported by the Troubled Company Reporter on March 15, 2011, Moody's upgraded Claire's Stores, Inc.'s senior secured bank credit facilities to B3 from Caa1 and its Speculative Grade Liquidity Rating to SGL-2 from SGL-3. All other ratings were affirmed including Claire's Caa2 Corporate Family Rating. The rating outlook is positive. The Company's balance sheet at July 30, 2011, showed $2.83 billion in total assets, $2.87 billion in total liabilities and a $40.81 million stockholders' deficit. * * * Claire's Stores carries 'Caa2' corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service, and 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. Moody's Investors Service in December 2010 upgraded Claire's Stores' ratings, including its Corporate Family Rating and Probability of Default Rating, to 'Caa2' from 'Caa3'. The upgrade reflects a decrease in Claire's probability of default given that the company can now fully cover its interest expense. This is due to earnings improvement from solid comparable store sales growth, improved merchandise margins, and continued expense discipline. Claire's Caa2 Probability of Default Rating reflects Moody's view that although Claire's credit metrics have improved, they remain very weak as a result of its heavy debt load. For the twelve months ending Oct. 30, 2010, Claire's debt to EBITDA was very high at 9.3 times. CLEMSON GRANDE: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Clemson Grande Lakefront Condominiums, LLC dba Campus Housing USA 2611 Forest Drive, Suite 100 Columbia, SC 29204 Bankruptcy Case No.: 11-07028 Chapter 11 Petition Date: November 11, 2011 Court: United States Bankruptcy Court District of South Carolina (Columbia) Judge: David R. Duncan Debtor's Counsel: Robert A. Pohl, Esq. STODGHILL LAW FIRM CHARTERED 201 East McBee Avenue, Suite 300A Greenville, SC 29601 Tel: (864) 271-0966 Fax: (864) 770-6167 E-mail: rpohl@stodghill-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/scb11-07028.pdf The petition was signed by Charles A. Ruff, manager. CLIVER DEVELOPMENT: Court Approves Sender & Wasserman as Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Cliver Development Inc. to employ Sender & Wasserman P.C. as its counsel. The firm is expected to, among other things: a. prepare on behalf of the Debtor of all necessary reports, orders and other legal papers required in the Chapter 11 proceeding; b. perform all legal services for the Debtor as Debtor-in- Possession which may become necessary; and c. represent the Debtor in any litigation which the Debtor determines is in the best interest of the estate. Sender & Wasserman, P.C., received the initial retainer at the commencement of the employment amounting $25,000 from the Debtor. A portion of the initial retainer equaling $2,914 was applied to the amount owed by the Debtor for general representation and prepetition services. Sender & Wasserman, P.C., is holding the balance of the retainer amounting $22,086. The firm asserts a security interest in the retainer from the Debtor. In the event the case is converted to a Chapter 7 proceeding, the security interest in the retainer may enable Sender & Wasserman to receive payment of its fees and expenses to the extent of the retainer while other administrative expenses remain unpaid. Any sums remaining at the close of the representation will be refunded to the Debtor. The professionals' hourly rates for the services are: Harvey Sender $425 John B. Wasserman $425 David V. Wadsworth $300 David J. Warner $210 Regina M. Ries $210 Matthew T. Faga $185 Paralegals $115 David V. Wadsworth, Esq., a member of Sender & Wasserman, assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Cliver Development Cliver Development, Inc., engages in single family homes construction. It was incorporated in 1999 and is based in Edwards, Colorado. Cliver Development filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 11-31857) on Sept. 14, 2011. The Hon. Howard R. Tallman presides over the case. David Wadsworth, Esq., and Regina Ries, Esq., at Sender & Wasserman, P.C., serve as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $10,301,727 in assets and $11,276,483 in liabilities as of the Petition Date. COMMUNITY HEALTH: Moody's Assigns B3 Rating to Sr. Unsec. Notes --------------------------------------------------------------- Moody's Investors Service assigned a B3 (LGD 5, 85%) rating to CHS/Community Health Systems, Inc's. (Community Health) proposed offering of $1.0 billion of senior unsecured notes due 2019. Moody's understands that the proceeds of the offering will be used to repurchase up to $1.0 billion the company's existing 8.875% senior unsecured notes due 2015. Moody's existing ratings of the company, including the B1 Corporate Family and Probability of Default Ratings remain unchanged. The proposed issuance is not expected to increase Community Health's leverage while it will improve the company's maturity profile and likely provide interest cost savings. The ratings outlook remains negative. Ratings assigned: Senior unsecured notes due 2019, B3 (LGD 5, 85%) Ratings unchanged: Senior secured revolving credit facility expiring 2013, Ba3 (LGD 3, 32%) Senior secured term loans due 2014, Ba3 (LGD 3, 32%) Senior secured term loan due 2017, Ba3 (LGD 3, 32%) 8.875% senior notes due 2015, B3 (LGD 5, 85%) Corporate Family Rating, B1 Probability of Default Rating, B1 Speculative Grade Liquidity Rating, SGL-1 RATINGS RATIONALE The B1 Corporate Family Rating reflects Moody's expectation that leverage will remain high and interest expense coverage will continue to be modest. Furthermore, Moody's anticipates that the opportunity to reduce leverage with free cash flow will be constrained in the near term given the company's expected investment in capital spending related to replacement hospitals and information technology. Moody's also expects the company to continue to actively pursue acquisitions. However, supporting the rating is Moody's acknowledgement of Community Health's scale and market strength, which have helped the company weather unfavorable trends in bad debt expense and weak volumes that have been plaguing the industry as a whole. Moody's anticipates that the company will continue to see stable margin performance and maintain very good liquidity. The company's inability to continue to manage headwinds in the industry and reach and maintain debt to EBITDA below 5.0 times could result in a downgrade of the ratings. This could result from declining adjusted admission trends and unfavorable reimbursement or pricing trends impacting net revenue growth, greater than expected increases in bad debt expense, or aggressive acquisition activity. Additionally, a significant debt financed acquisition or adverse developments related to ongoing investigations or litigation could result in a downgrade of the ratings. Given Moody's view of the continued risks facing the company, an upgrade of the rating in the near term is not likely. However, Moody's could upgrade the ratings if financial leverage is materially reduced and cash flow coverage of debt metrics improved. Specifically, if Community Health is able to generate sustained adjusted free cash flow to debt of 5% and adjusted debt to EBITDA below 4.0 times, Moody's could upgrade the ratings. However, absent further clarity around the outcome of ongoing litigation and investigations, Moody's would need to see additional cushion in these metrics to absorb potential negative developments. The principal methodology used in rating CHS/Community Health Systems, Inc. was the Global For-Profit Hospital Industry Methodology published in September 2008. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Community Health, headquartered in Franklin, TN, is a operator of general acute care hospitals in non-urban and mid-sized markets throughout the US. Through its subsidiaries, Community Health owned, leased or operated 131 hospitals in 29 states at September 30, 2011. In addition, through its subsidiary, Quorum Health Resources, LLC, Community Health provides management and consulting services to approximately 150 independent, non- affiliated general acute care hospitals throughout the country. Community Health recognized approximately $13.6 billion in revenue for the twelve months ended September 30, 2011. COMMUNITY HEALTH: S&P Rates $1BB Senior Unsecured Notes at 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned Franklin, Tenn.-based Community Health Systems Inc.'s proposed $1.0 billion senior unsecured notes due 2019 its 'B' issue-level rating (one notch lower than the 'B+' corporate credit rating on the company). "We also assigned the notes a recovery rating of '5', indicating our expectation of modest (10% to 30%) recovery for lenders in the event of a payment default. The issuer of the notes is wholly owned subsidiary CHS/Community Health Systems Inc. The company plans to use note proceeds to refinance existing debt," S&P related. "The corporate credit rating on Community Health is 'B+' and the rating outlook is stable. The rating reflects our opinion that the company's highly leveraged financial risk profile is tied to acquisition activity. From a business perspective, ongoing industry prospects include uncertain third-party reimbursement, significant bad debt expense, and relatively weak patient volume. We believe that Community Health's diversified hospital portfolio and well-established positions in many of its local markets help distribute these risks, contributing to our assessment of its business profile as 'fair,' which is better than our view of several rated peer companies' business risk. (For the latest complete corporate credit rating rationale, see Standard & Poor's research report on Community Health published Sept. 19, 2011.)," S&P said Ratings List Community Health Systems Inc. Corporate Credit Rating B+/Stable/-- New Rating CHS/Community Health Systems Inc. $1B sr unsecd nts due 2019 B+ Recovery Rating 5 CONGRESSIONAL HOTEL: CASCO Hotel Taps Sapperstein as Appraiser -------------------------------------------------------------- CASCO Hotel Group, LLC, a debtor-affiliate of Congressional Hotel Corp., asks the U.S. Bankruptcy Court for the District of Maryland for permission to employ Sapperstein & Associates, LLC as appraiser. Sapperstein will conduct an appraisal of CASCO Hotel's fee simple interest in that certain real property located at 1775 Rockville Pike, Rockville, Maryland 20850 in Montgomery County, Maryland. The property consists of a 15,873 square foot parcel of land zoned MXCD (Mixed Use Corridor District) improved by a hotel known as the Legacy Hotel and Meeting Centre. The Debtor notes that an appraisal of the property is necessary to determine the proper allocation of the proceeds of an anticipated sale of the property by CASCO and the improvements thereon by Congressional Hotel. The Debtor proposes to pay Sapperstein a $5,000 fee. The firm also bill at a rate of $375 per hour for additional hours above and beyond the appraisal assignment, as actual court time, if applicable. To the best of the Debtor's knowledge, Sapperstein is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Congressional Hotel and CASCO Hotel Group Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville, Maryland. Congressional Hotel Corporation is a holdover tenant on the Property and manages the Property on behalf of CASCO. The hotel was previously known as Ramada Inn. Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md. Case No. 11-26732) on Aug. 15, 2011. CASCO filed for Chapter 11 relief (Bankr. D. Md. Case No. 11-26880) two days later. CASCO is a single-asset real estate company. It declared assets and liabilities each in the range of $10 million to $50 million. Congressional Hotel scheduled $709,121 in assets and $19,883,667 in debts. James Greenan, Esq., at McNamee Hosea, represents Congressional Hotel. Congressional Hotel previously filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 09-17901) on May 3, 2009. James Greenan, Esq., at McNamee Hosea represented the Debtor in its restructuring efforts. The 2009 petition estimated the Debtor's assets and debts from $10 million to $50 million. The case was dismissed on May 18, 2011, at the request of creditor Mervis Diamond Corp. But a resolution couldn't be confirmed with Mervis Diamond and other creditors, prompting Congressional Hotel to seek Chapter 11 protection again. The U.S. Trustee said that an official committee has not been appointed in the bankruptcy case of Congressional Hotel because an insufficient number of persons holding unsecured claims against the Debtor expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. CONGRESSIONAL HOTEL: Taps Molinaro Koger as Real Estate Broker -------------------------------------------------------------- Congressional Hotel Corporation and CASCO Hotel Group, LLC, ask the U.S. Bankruptcy Court for the District of Maryland for permission to employ Molinaro Koger as exclusive real estate broker. On Oct. 15, 2011, the Debtors requested for an order establishing, inter alia, bidding procedures in connection with the sale of substantially all of the Debtors' assets free and clear of liens, claims, encumbrances and other interests. The sale motion and the procedures motion are pending before the Court. The Debtors propose to pay the broker for its services a commission, if earned in accordance with the conditions of the agreement, equal to $300,000 (reduced by a service fee of $35,000 that was paid by the principals of CHC to Mr. Koger in the 2009 CHC Bankruptcy Case. For the avoidance of doubt, the commission due Mr. Koger is $265,000. To the best of the Debtors' knowledge, Molinaro Koger is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Congressional Hotel and CASCO Hotel Group Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville, Maryland. Congressional Hotel Corporation is a holdover tenant on the Property and manages the Property on behalf of CASCO. The hotel was previously known as Ramada Inn. Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md. Case No. 11-26732) on Aug. 15, 2011. CASCO filed for Chapter 11 relief (Bankr. D. Md. Case No. 11-26880) two days later. CASCO is a single-asset real estate company. It declared assets and liabilities each in the range of $10 million to $50 million. Congressional Hotel scheduled $709,121 in assets and $19,883,667 in debts. James Greenan, Esq., at McNamee Hosea, represents Congressional Hotel. Congressional Hotel previously filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 09-17901) on May 3, 2009. James Greenan, Esq., at McNamee Hosea represented the Debtor in its restructuring efforts. The 2009 petition estimated the Debtor's assets and debts from $10 million to $50 million. The case was dismissed on May 18, 2011, at the request of creditor Mervis Diamond Corp. But a resolution couldn't be confirmed with Mervis Diamond and other creditors, prompting Congressional Hotel to seek Chapter 11 protection again. The U.S. Trustee said that an official committee has not been appointed in the bankruptcy case of Congressional Hotel because an insufficient number of persons holding unsecured claims against the Debtor expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. CORROZI-FOUNTAINVIEW: Files New Schedules of Assets & Debts ----------------------------------------------------------- Corrozi-Fountainview LLC filed its schedules of assets and liabilities in the U.S. Bankruptcy Court for the District of Maryland, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ----------- A. Real Property $15,315,000 B. Personal Property $647,545 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,297,382 E. Creditors Holding Unsecured Priority Claims $208,237 F. Creditors Holding Unsecured Non-priority Claims $4,774,339 ------------ ------------ TOTAL $15,962,545 $15,279,958 The previous schedules disclosed assets of $15,962,545 and liabilities of $15,234,278. About Corrozi-Fountainview Wilmington, Delaware-based Corrozi-Fountainview, LLC, a single asset real estate, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11090) on March 31, 2010. Cross & Simon LLC represents the Debtor as its as counsel. COUNTRYSIDE VILLAGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Countryside Village Condominium Association, Inc. c/o Morvalue Management Corp. dba Countryside Village Condominium Association, Inc., a Florida Not For Profit Corporation and Countryside Village Condominium Association, Inc., a Florida Not for Profit Corporation as Class Representative of All Unit Owners Concerning Matters of Common Interest, In Proportion to Their Respective Interests. 6625 Miami Lakes Drive #429 Miami Lakes, FL 33014 Bankruptcy Case No.: 11-41298 Chapter 11 Petition Date: November 10, 2011 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: Bradley S. Shraiberg, Esq. SHRAIBERG, FERRARA, & LANDAU, P.A. 2385 NW Executive Center Drive, #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 E-mail: bshraiberg@sfl-pa.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/flsb11-41298.pdf The petition was signed by P. Michael Hanes, manager/agent. CRAFTMADE INT'L: Litex Industries Extends Cash Tender Offer ----------------------------------------------------------- Litex Industries, Limited, is extending its previously announced cash tender offer, through its subsidiary Litex Acquisition #1, LLC, for all of the outstanding shares of Craftmade International, Inc. because all of the conditions of the tender offer have not been satisfied including specifically, but not necessarily limited to, the condition regarding waiver of Craftmade's Shareholder Rights Plan because of the following: Craftmade has, in a shareholder lawsuit filed in Delaware, been ordered by the Delaware Court to keep the Shareholder Rights Plan in place until Craftmade has published certain supplemental disclosures. Craftmade published a press release containing the supplemental disclosures required by the Court Order on Nov. 11, 2011, and posted those materials on its OTCQX Web site on that same day. The Court Order requires that, once the supplemental disclosures are published, Craftmade's shareholders must be allowed a reasonable time to review and evaluate the amended and corrected information contained in the supplemental disclosures before any closing on the tender offer can occur. Litex's tender offer was previously set to expire at 5:00 P.M., New York City time, on Nov. 15, 2011. The tender offer for US $4.25 per share was made on October 14, 2011, and on that same date, the Board of Directors of Craftmade recommended that stockholders accept this cash tender offer. So that the Court Order requirements and the conditions of the tender offer can be satisfied, the tender offer will now expire at 5:00 P.M., New York City time, on Nov. 29, 2011, unless extended. As of 4:00 P.M., New York City time on Nov. 15, 2011, approximately 4,488,620 shares (78.0%) of Craftmade common stock had been tendered to Litex which already owned 826,393 shares (14.5%) of Craftmade common stock. This extension will also necessarily revise the date on which Litex may withdraw its cash tender offer. Stockholders who have not yet tendered their shares are urged to tender their shares. Regarding the extension, Litex will promptly notify the stockholders, brokers, dealers, commercial banks, trust companies, and other nominees who are actual holders of the shares of Craftmade of this amendment to its tender offer documents. Stockholders should read the tender offer documents, as amended, as they contain important information about the tender offer. Litex Acquisition #1, LLC, a wholly owned subsidiary of Litex Industries, Limited, has offered to purchase for cash all of the outstanding shares of common stock (including the associated Series A Preferred stock purchase rights) of Craftmade International, Inc. at a purchase price of $4.25 per share. The Board of Directors of Craftmade has previously recommended that stockholders accept this cash tender offer. Unless extended, the tender offer is scheduled to expire at 5:00 P.M., New York City time, on Nov. 29, 2011. Stifel, Nicolaus & Company, Incorporated is acting as dealer manager, Greenberg Traurig, LLP as legal counsel, and Morrow & Co., LLC as information agent in connection with the tender offer. About Craftmade Founded in 1985, Craftmade International, Inc. -- http://www.craftmade.com/-- is engaged in the design, manufacturing, distribution and marketing of a broad range of home decor products, including proprietary ceiling fans, lighting products and outdoor furniture. The Company distributes its premium products through a network of independent showrooms and mass retail customers through its headquarters and distribution facility in Coppell, Texas and manufacturing plant in Owosso, Michigan. CRICK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Crick Enterprises, Inc. fdba Crick Enterprises, LLC dba Interstate Truck and Trailer Repair, LLC 3390 W. Andrew Johnson Hwy. Greeneville, TN 37743 Bankruptcy Case No.: 11-52513 Chapter 11 Petition Date: November 10, 2011 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Russell Veldman, Esq. THE VELDMAN LAW FIRM 790 G'Fellers Road Chuckey, TN 37641 Tel: (423) 257-8904 E-mail: rveldman1@aol.com Scheduled Assets: $1,381,435 Scheduled Debts: $1,137,083 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb11-52513.pdf The petition was signed by Ryan L. Crick, president. CROW PARTNERS: Taps Commercial Properties as Leasing Agents ----------------------------------------------------------- Crow Partners LLC, and Central Building, LLC, ask the U.S. Bankruptcy Court for the District of Arizona for permission to employ Commercial Properties Incorporated, also known as J & J Commercial Properties, Inc., to obtain tenants and lease space at the Camelback & Dysart Shopping Center in Litchfield Park, Arizona. The Debtors related that the agreement provides that CPI: -- will be the exclusive leasing agent for CBC as it relates to Camelback & Dysart; -- will receive 6% of the lease consideration in years one through five of the agreement; -- will receive 3% of the lease consideration in years six through ten; and 1% of the lease consideration in year eleven and going forward. In return, CPI will use its commercially reasonable efforts to find tenants for Camelback & Dysart; will notify CBC of any submitted offers; will show the property to prospective tenants; will have the right to place suitable marketing signs at Camelback & Dysart; and will have the right to make property information publicly available for the purpose of obtaining tenants. About Central Building Orinda, California-based Central Building LLC filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011. Its wholly owned subsidiary, Crow Partners LLC, filed a separate petition (Bankr. D. Ariz. Case No. 11-27946), estimating under $1 million in assets and debts. The case is jointly administered with Crow Partners. Central Building does business in Arizona under the name Central Building Camelback LLC. The Debtors own the County Square Shopping Center in California and the Camelback Place at Dysart in Arizona. The Debtors' sole members are Neal Smither and his spouse, Patricia Smither. The equity interests are subject to a Voting Trust Agreement of which G. Neil Elsey, a principal of Avion Holdings, LLC, is the voting trustee. Avion has also been retained as Restructuring Agent to manage and operate the Debtors during their restructuring. Central Building disclosed $22,913,866 in assets and $19,372,542 in liabilities. Judge George B. Nielsen, Jr. presides over the case. Lawyers at Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the Debtors' counsel. The petition was signed by Neal Smither, member. CROW PARTNERS: Vertical Asset Approved to Manage Shopping Center ---------------------------------------------------------------- The Hon. Redfield T. Baum of authorized Crow Partners LLC and Central Building, LLC, to employ Vertical Asset Management, Inc., to manage and operate the Camelback & Dysart Shopping Center in Litchfield Park, Arizona, shopping center, owned by Central Building. The Camelback & Dysart had been managed by Champion Partners. The Debtors determined to replace Champion Partners given an issues regarding whether Champion Partners is disinterested. Pursuant to the agreement, starting Nov. 1, 2011, Vertical will be the exclusive agent for CBC, and will receive 3% of gross income or $2,500) per month, whichever is greater, and reimbursement of administrative expenses. Further, Vertical will receive a one- time set-up fee of $1,000. In return, Vertical will: -- collect rents, charges or other income from tenants of Camelback & Dysart; -- supervise maintenance and repair of Camelback & Dysart; -- maintain the accounting management reporting system to account for transactions regarding Camelback & Dysart; and -- otherwise manage the properties, including the leasing of space and renewal of leases. Mark Villalpando, president of Vertical, assured the Court that Vertical is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Central Building Orinda, California-based Central Building LLC filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011. Its wholly owned subsidiary, Crow Partners LLC, filed a separate petition (Bankr. D. Ariz. Case No. 11-27946), listing under $1 million in assets and debts. The case is jointly administered with Crow Partners. Central Building does business in Arizona under the name Central Building Camelback LLC. The Debtors own the County Square Shopping Center in California and the Camelback Place at Dysart in Arizona. The Debtors' sole members are Neal Smither and his spouse, Patricia Smither. The equity interests are subject to a Voting Trust Agreement of which G. Neil Elsey, a principal of Avion Holdings, LLC, is the voting trustee. Avion has also been retained as Restructuring Agent to manage and operate the Debtors during their restructuring. Central Building disclosed $22,913,866 in assets and $19,372,542 in liabilities. Judge George B. Nielsen, Jr. presides over the case. Lawyers at Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the Debtors' counsel. The petition was signed by Neal Smither, member. CUMULUS MEDIA: Reports $59.5 Million Net Income in 3rd Quarter -------------------------------------------------------------- Cumulus Media Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $59.53 million on $132.30 million of net revenues for the three months ended Sept. 30, 2011, compared with net income of $9.73 million on $67.45 million of net revenues for the same period during the prior year. The Company also reported net income of $76.99 million on $259.34 million of net revenues for the nine months ended Sept. 30, 2011, compared with net income of $21.89 million on $193.55 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $4.07 billion in total assets, $3.65 billion in total liabilities, $110.93 million in total redeemable preferred stock, and $306.39 million in total stockholders' equity. Lew Dickey, Chairman & CEO stated, "In third quarter, we closed two major acquisitions for a total of $3.1 billion. Acquiring both CMP and Citadel was truly transformative for our company. We now own and operate approximately 570 stations in 120 cities in addition to a fully-distributed content network serving over 4500 affiliates nationwide. The attendant financings associated with these transactions enabled us to accretively increase our equity capital base six-fold while extending the maturities of our credit agreements. We now have a true national platform with a large and liquid market capitalization and a flexible, covenant-light debt complex that is designed to optimize free cash flow and de-risk the equity. Our team is making excellent progress on the Citadel integration and is energized by the upside potential of our newly transformed platform." A full-text copy of the Form 10-Q is available for free at: http://is.gd/joVIk4 About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. * * * Standard & Poor's Ratings Services said April it raised its corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B' from 'B-'. "The rating remains on CreditWatch, where we placed it with positive implications Feb. 18, 2011," S&P stated. Moody's Investors Service in April upgraded Cumulus Media's Corporate Family Rating to 'B1' from 'Caa1' due to the company's pending acquisition of CMP Susquehanna Corp. in the second quarter of 2011 followed by the announced $2.4 billion acquisition of Citadel Broadcasting Corporation later this year. DELTATHREE INC: Arie Rand to Resign as CFO and Treasurer -------------------------------------------------------- Arie Rand tendered his resignation as Chief Financial Officer and Treasurer of deltathree, Inc., to pursue other opportunities. The resignation will be effective Jan. 13, 2012. The Company has begun searching for another person who can carry out Mr. Rand's duties and responsibilities. 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. The Company reported a net loss of $2.5 million on $14.2 million of revenue for 2010, compared with a net loss of $3.2 million on $19.0 million of revenue for 2009. 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. DIPPIN' DOTS: Lender Pushes Ice Cream Maker to Sell Itself --------------------------------------------------------- Dow Jones' DBR Small Cap reports that Dippin' Dots Inc.'s biggest lender has moved to block the financially drained ice cream maker from spending the pool of money that backs its $11.1 million loan -- unless company executives agree to put the business up for sale. About Dippin' Dots Founded in 1988 by microbiologist Curt Jones, Dippin' Dots manufactures quirky and colorful ice cream beads, which are flash frozen using liquid nitrogen. It owns a 120,000-square-foot plant in Kentucky that can produce more than 25,000 gallons of frozen dots a day. It has about 140 Dippin' Dots retail locations, which are mostly controlled by franchisees, and agreements with 9,952 small vendors who sell the ice cream at fairs, festivals and sports games. Dippin' Dots isn't sold in grocery stores because of its extreme cooling requirements. Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No. 11-51077) on Nov. 3, 2011 in Paducah, Kentucky, Todd A. Farmer, Esq. at Farmer & Wright, PLLC at Paducah, Kentucky serves as counsel to the Debtor. The Debtor estimated up to $20,233,130 in assets and up to $20,233,130. The petition was signed by Curt Jones, president. DPAC TECHNOLOGIES: Suspending Filing of Reports with SEC -------------------------------------------------------- DT Sale Corp., formerly DPAC Technologies Corp., filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its common stock, no par value per shares; common stock purchase warrants, expiring Jan. 21, 1989; units, each Unit consisting of two shares of common stock and one warrant. Pursuant to Rule 12h-3, the Company is suspending reporting because there are currently less than 300 holders of record of the common shares and Units. As of Nov. 14, 2011, there were 209 holders of common stock and no holder of Common Stock Purchase Warrants and Units. About DPAC Technologies Hudson, Ohio-based DPAC Technologies Corp. (OTC QB: DPAC) -- http://www.quatech.com/-- through its wholly owned subsidiary, Quatech, Inc., designs, manufactures, and sells device connectivity and device networking solutions for a broad market. Quatech sells its products through a global network of distributors, system integrators, value added resellers, and original equipment manufacturers. The Company sells to customers in both domestic and foreign markets. DPAC, together with its wholly owned subsidiary Quatech, Inc., on Aug. 3, 2011, entered into an Asset Purchase Agreement with B&B Electronics Manufacturing Company and its wholly owned subsidiary, Q-Tech Acquisition, LLC. The Asset Purchase Agreement provides for the sale of substantially all of the assets of Quatech for $10.5 million in cash. In connection with the Asset Purchase Agreement, each of Fifth Third Bank, N.A., and the State of Ohio, as lenders to DPAC and Quatech, entered into forbearance agreements with DPAC and Quatech, pursuant to which each consented to DPAC and Quatech entering into the Asset Purchase Agreement and agreed to forbear from exercising certain rights under their respective loan agreement with DPAC and Quatech until the closing has occurred or the Asset Purchase Agreement has terminated. The Company's balance sheet at June 30, 2011, showed $9.69 million in total assets, $7.20 million in total liabilities and $2.48 million in total stockholders' equity. The Company said certain conditions exist that raise substantial doubt about its ability to continue as a going concern. These conditions include recent operating losses, deficit working capital balances and the inherent risk in extending or refinancing the Company's bank line of credit, which matures on Sept. 5, 2011. As reported by the TCR on May 24, 2011, Maloney + Novotny in Cleveland, Ohio, expressed substantial doubt about DPAC Technologies' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's continued operating losses, deficit working capital balances and the inherent risk in extending or refinancing its bank line of credit, which matures on May 31, 2011. DULCES ARBOR: Hires Law Firm to Investigate Largest Creditor ------------------------------------------------------------ Dulces Arbor, S. De R.L. De C.V., has sought and obtained permission form the U.S. bankruptcy Court for the Western District of Texas to expand the scope of David Pierce, Esq. and his law firm Pierce & Little to include appearance as necessary, to bring to light the facts of the Debtor's post dealing with Maple Commercial Finance Corp., the largest creditor in the Chapter 11 case. On July 22, 2011, the Debtor filed its application to employ Mr. Pierce as special counsel, to pursue an adversary proceeding in the Court for turnover and patent infringement and tortuous interference, and to pursue an action for attorney's breach of fiduciary duty in the United States District Court in Austin, Texas. Mr. Pierce's employment was approved by the Court on July 25, 2011. Maple Commercial said in open court that it was withdrawing its objection, without prejudice, based upon the circumstances that there is no active proceeding in which PIERCE is currently representing any members of the Ducorsky family (Raymond, Mark, Brad, or Norma) or Blueberry Sales, LP, each of whom is an insider and creditor in this case. DULCE ABNOR, through is counsel in the main case, consented on the record that the objection could be re-asserted if Pierce resume ot took up anew any representation of any of the Ducorskys or Bluberry Sales LP. The Court accordingly allows the withdrawal of the MAPLE Objection, without prejudice to refilling if PIERCE resumes or takes up anew any representation of any of the Ducorskys or Bluberry Sales LP. About Dulces Arbor Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V., is a Mexican corporation that has been doing business for years in the greater El Paso-Ciudad Juarez area in Texas. It filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011. Judge Leif M. Clark presides over the case. In its petition, the Debtor estimated assets of US$10 million to US$50 million, and debts of US$1 million to US$10 million. The petition was signed by Raymond Ducorsky, sole administrator. Mr. Ducorsky is also its largest unsecured creditor with a US$2,300,000 claim. The U.S. Trustee said that a committee has not been appointed because an insufficient number of persons holding unsecured claims against Dulces Arbor, S. de R.L. de C.V, have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint a committee should interest developed among the creditors. DYNEGY INC: Debtors Propose to Pay Prepetition Taxes ---------------------------------------------------- Dynegy Holdings, LLC, and its debtor affiliates ask Judge Morris for the entry of an interim order granting them authority to pay certain sales and use taxes and up to $105,000 in certain business license fees. The Debtors also seek court authority to pay to state and local taxing authorities amounts due and obligations subsequently determined upon audit to be owed during the postpetition period, as and when they become due. The Debtors estimate that the total amount of prepetition Taxes and Assessments owing to the various Taxing Authorities will not exceed approximately $1,205,000. Taxes and Assessments Each of the Taxes and Assessments incurred by the Debtors can be classified according to the following categories: (a) Sales and Use Taxes; (b) Real and Personal Property Taxes; and (c) Other Taxes, including Fuel Taxes, Franchise Taxes and Business License Fees. A. Sales and Use Taxes In certain instances during the ordinary course of their businesses, the Debtors collect sales taxes from their customers in connection with the sale of energy and periodically remit them to the applicable Taxing Authority. The Debtors also incur use taxes in connection with their power generation business activities, like when the Debtors purchase tangible personal property and certain services, including power generation-related equipment. These Use Taxes arise when the Debtors purchase such items or services from a vendor who is not registered to collect sales taxes for the state in which the property is delivered, or the services are provided. In this circumstance, those vendors are not obligated to charge or remit Sales Taxes. Nevertheless, under the state laws governing Use Taxes, the Debtors, as purchasers, are obligated to self-assess and pay the Use Taxes, when applicable, to New York State. The Debtors estimate that in the aggregate, as of the Petition Date, approximately $1,000 in prepetition Sales Taxes and Use Taxes have accrued, but have not yet been paid. While the current estimate is based on a good faith assessment of amounts due on a prepetition basis, because of audit rights, there is a possibility that one or more of the various Taxing Authorities may determine at some later date that the Debtors owe additional prepetition Sales Taxes and/or Use Taxes. The Debtors seek authority to pay any other undisputed amounts that are later determined to be due and owing on a postpetition basis. B. Property Taxes The Debtors own certain real and personal property located in the jurisdictions in which they operate. The Debtors' real and personal property is subject to State and local property taxes. The Debtors estimate that, as of the Petition Date, approximately $168,000 in Property Taxes have accrued, but have not yet been paid. To the extent any further Property Taxes need to be paid, the Debtors seek authority to pay all Property Taxes as they come due in the ordinary course of business during the transition period. C. Other Taxes Certain Taxing Authorities impose a tax on the Debtors for their use of petroleum, coal, natural gas and certain other hydrocarbons in connection with their generation of power. The Debtors also pay franchise taxes to certain Taxing Authorities to operate or otherwise do business in the applicable taxing jurisdiction. While the Debtors are generally current with respect to the Franchise Taxes, they estimate that they may owe approximately $5,000 with respect to the Franchise Taxes incurred prior to the Petition Date. Due to the nature of the Debtors' businesses, the federal government, as well as various municipal and county governments, requires the Debtors to obtain permits or other business licenses and pay fees associated with those permits or licenses to conduct operations in their jurisdiction. The Debtors estimate that the amounts owed with respect to the Business License Fees related to the periods prior to the Petition Date are approximately $957,170. The Debtors further ask the Court to authorize and direct the Banks to receive, honor, process, and pay, to the extent of funds on deposit, any and all checks or electronic transfers requested or to be requested by the Debtors relating to Taxes and Assessments, including those checks or electronic transfers that have not cleared the Banks as of the Petition Date, without the need for further bankruptcy court approval. The Debtors also seek authority to replace any prepetition checks or electronic transfers relating to the Taxes and Assessments that may be dishonored or rejected. Each of the checks or electronic transfers can be readily identified as relating directly to the authorized payment of the Taxes and Assessments. The Debtors believe that prepetition checks and electronic transfers, other than those for the Taxes and Assessments, or those authorized by another order of the Court, will not be honored inadvertently. The Debtors also ask that the Banks be authorized and directed to rely on the representations of the Debtors as to which checks and electronic transfers are in payment of the Taxes and Assessments. * * * Judge Morris authorized the Debtors to pay prepetition sales tax, use tax, and up to $105,000 in certain business licenses to all taxing authorities where they are owed. A hearing to consider final approval of the request will be held on Dec. 2, 2011, at 10:00 a.m. Objections are due Nov. 23. 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 to Deem Utilities Adequately Assured ------------------------------------------------------------- In connection with the operation of their businesses and management of their properties, Dynegy Holdings, LLC, and its debtor affiliates incur utility expenses in the ordinary course of business for, among other things, water, sewer service, electricity, telephone service, data service and other similar services. The Debtors relate that on a monthly basis, they spend approximately $275,000 for various Utility Services. These Utility Services are provided by approximately five Utility Providers located in the State of New York, with certain of these Utility Providers having multiple accounts with the Debtors. A non-exhaustive list of these Utility Providers is available for free at http://bankrupt.com/misc/Dyngy_Utilities.pdf By this Motion, the Debtors ask the Court to enter an interim order prohibiting the utility providers from altering, refusing or discontinuing service to the Debtors and deem the Utility Providers adequately assured of future performance. The Debtors also seek the Court's authority to establish procedures for resolving requests for additional adequate assurance of future payment and authorizing the Debtors to provide adequate assurance of future payment to the Utility Providers. Section 366 of the Bankruptcy Code prohibits utilities from altering, refusing, or discontinuing service to a debtor for the first 20 days of a bankruptcy case. However, pursuant to Section 366(c)(2) of the Bankruptcy Code, in a Chapter 11 context, a utility provider may refuse or discontinue service to a debtor after the first 30 days if the debtor has not furnished the utility provider with adequate assurance of future payment. Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, tells the Court that the Debtors intend to pay all postpetition obligations owed to the Utility Providers in a timely manner, consistent with the ordinary course of operating their businesses. However, to provide adequate assurance of payment for future services to the Utility Providers, the Debtors propose to deposit an initial 50% of their estimated average monthly cost of Utility Services, into an interest-bearing, newly-created, segregated account within 20 days of the Petition Date, pending further order of the Court. Given that the Debtors' approximate monthly spending on Utility Services is $275,000, the Debtors propose that the Adequate Assurance Deposit be approximately $138,000. The Debtors further propose to maintain the Adequate Assurance Account with a minimum balance equal to 50% of their estimated average monthly cost of Utility Services through the final hearing on the Motion. Thereafter, the Debtors propose to adjust the amount in the Adequate Assurance Account to reflect these factors: * the termination of Utility Services by the Debtors regardless of any Additional Assurance Requests, * agreements with the Utility Providers, and * deductions for any amount expended on Utility Services from Utility Providers that hold postpetition deposits or other security from the Debtors for the Utility Services. These adjustments will permit the Debtors to maintain the Adequate Assurance Account with an amount that consistently provides the Utility Providers that do not otherwise hold deposits or security for their Utility Services with a half- monthly deposit on account of the services, Ms. Mullen relates. She contends that the Adequate Assurance Deposit, taken together with the facts and circumstances of the Debtors' Chapter 11 cases, constitutes sufficient adequate assurance to the Utility Providers. However, she notes that, if any Utility Provider asserts that adequate assurance is required beyond the protections, the provider must ask for assurance pursuant to these procedures: a) The Debtors will serve a copy of this Motion, together with the proposed Final Order, which includes the proposed procedures, on each Utility Provider within three business days after entry of an interim order by the Court. b) If a Utility Provider is not satisfied with the Adequate Assurance Deposit provided by the Debtors, the Utility Provider must serve a request for additional adequate assurance so that it is received by the Debtors at the following address: Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019, Attn: Brian J. Lohan and Sophia P. Mullen. c) Any Additional Assurance Request must (i) be in writing; (ii) set forth the location(s) for which Utility Services are provided; (iii) include a summary of the Debtors' payment history relevant to the affected account(s), including any security deposits; and (iv) set forth why the Utility Provider believes that the Proposed Adequate Assurance is not sufficient additional adequate assurance of future payment. d) Without further order of the Court, the Debtors may enter into agreements granting additional adequate assurance to a Utility Provider serving an Additional Assurance Request, if the Debtors, in their discretion, determine that the Additional Assurance Request is reasonable. e) If the Debtors determine that the Additional Assurance Request is not reasonable and are not able to reach an alternative resolution with the Utility Provider, the Debtors will ask for a hearing before the Court within a reasonable time after receipt of the Additional Assurance Request to determine the adequacy of assurance of payment with respect to a particular Utility Provider pursuant to Section 366(c)(3) of the Bankruptcy Code. The hearing will be without prejudice to the right of any Utility Provider to seek relief separately under Section 366(c)(3) of the Bankruptcy Code. f) Pending resolution of the dispute at the Determination Hearing, the relevant Utility Provider will be restrained from altering, refusing, or discontinuing service to the Debtors on account of unpaid charges for prepetition services or on account of any objections to the Proposed Adequate Assurance. g) The Adequate Assurance Deposit shall be deemed adequate assurance of payment for any Utility Provider that fails to make an Additional Assurance Request. The Debtors ask that a Final Hearing on their request be held within 25 days of the Petition Date to ensure that, if a Utility Provider argues that it can unilaterally refuse service to any of the Debtors on the 31st day after the Petition Date, they will have the opportunity, to the extent necessary, to request that the Court make the modifications to the Adequate Assurance Procedures in time to avoid any potential termination of Utility Services. Ms. Mullen asserts that the adequate assurance proposed to be provided by the Debtors in the Motion is sufficient to give the Utility Providers ample assurance of payment. The facts and circumstances surrounding the Debtors demonstrate that they operate a prominent and well established business with ample liquidity to allow them to honor their postpetition obligations to the Utility Providers. Ms. Mullen notes that to bolster the Utility Providers' assurance of payment even further, the Debtors propose to make the Adequate Assurance Deposit, the initial amount of which will equal 50% of their average monthly expenditures for all Utility Services, into an interest-bearing, newly-created, segregated account for the express purposes of providing adequate assurance to the Utility Providers. "This segregated fund will provide concrete assurance of the Debtors' payment of their future obligations to the Utility Providers. That assurance alone satisfies Section 366 of the Bankruptcy Code's requirement for adequate assurance of payment," Ms. Mullen says. Ms. Mullen further argues that uninterrupted Utility Services are essential to the Debtors' operation. She says that a disruption of the Utility Services at the Leased Facilities would likely be costly to the Debtors and harmful to their businesses, as the Debtors would be forced from the outset of these Chapter 11 cases to focus on finding replacement Utility Providers and services to avoid disruption to the Leased Facilities during the transition period. Moreover, the business disruption that would likely result from interruption of the Utility Services would almost certainly adversely affect the Debtors' business efforts, to the detriment of their estates, creditors and employees. * * * On an interim basis, the Court authorized the Debtors to pay on a timely basis and in accordance with their prepetition practices, all undisputed invoices for postpetition Utility Services. The Debtors will, on or before 20 days after the Petition Date, deposit a sum equal to 50% of the Debtors' estimated average monthly cost of Utility Services into an interest-bearing, newly- created, segregated account, pending further order of the Court, for the purpose of providing each Utility Provider adequate assurance of payment of its postpetition Utility Services to the Debtors. Through the date that a Final Order approving the Motion is entered, the Adequate Assurance Account will be maintained with a minimum balance equal to 50% of the Debtors' estimated average monthly cost of Utility Services. Pending the Final Hearing on the Motion, all Utility Providers are prohibited from altering, refusing, or discontinuing Utility Services to, or discriminating against, the Debtors on account of the commencement of these chapter 11 cases or any unpaid prepaid charges. The Final Hearing will be held on December 2, 2011 at 10:00 a.m. Eastern Time; and any objections to entry of an order will be in writing, filed with the Court so as to be received no later than 5:00 p.m. Eastern Time on November 23, 2011. 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: Schedules Deadline Extended Until Dec. 22 ----------------------------------------------------- The bankruptcy court has granted a 31-day extension of the Dynegy Holdings, LLC, and its debtor affiliates' deadline to file its schedules of assets and liabilities and statements of financial affairs until December 22, 2011. The extension is without prejudice to the Debtors' right to seek further extensions of the deadline to file their Schedules and Statements. 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 Propose EPIQ as Administrative Agent -------------------------------------------------------- Dynegy Holdings, LLC, and its debtor affiliates ask the bankruptcy court for authority to employ Epiq Bankruptcy Solutions LLC as administrative agent nunc pro tunc to the Petition Date. The Debtors seek to retain Epiq to: a. assist with, among other things, solicitation, balloting and tabulation and calculation of votes, as well as prepare any appropriate reports, as required in furtherance of confirmation of a plan of reorganization; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; c. gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; d. generate, provide and assist with claims reports, claims objections, exhibits, claims reconciliation, and related matters; e. provide a confidential data room; f. provide a call center or other creditor hotline, respond to creditor inquiries via telephone, letter, e-mail, facsimile or otherwise, as appropriate, and related services; g. manage and coordinate the publication of legal notices, as requested; h. manage any distributions pursuant to a confirmed plan of reorganization; and i. provide other claims processing, noticing, solicitation, balloting and other administrative services. In addition to Epiq's regular service fee, the Debtors will reimburse Epiq's necessary out-of-pocket expenses. A copy of Epiq's pricing schedule is available for free at: http://bankrupt.com/misc/Dyngy_Epiq_PriceSked2.pdf As part of the overall compensation payable to Epiq, the Debtors have agreed to certain indemnification obligations. The Debtors will indemnify, defend and hold Epiq, its affiliates, parent and each such entity's officers, members, directors, agents, representatives, managers, consultants and employees harmless under certain circumstances specified in the Retention Agreement, except in circumstances resulting solely from Epiq's gross negligence or willful misconduct.3 Both the Debtors and Epiq believe that the provisions are customary and reasonable for administrative agents in Chapter 11 cases and for the Services. Epiq assures the court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 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) EAST HARLEM: Wins OK to Employ Lamonica Herbst as Attorneys ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized East Harlem Property Holdings, LP, to employ Lamonica Herbst & Maniscalco, LLP, as its counsel. The Debtor has selected Lamonica Herbst because it has considerable experience in matters of this nature. As counsel, Lamonica Herbst will: (a) provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in accordance with the provisions of the Bankruptcy Code and in the continued operation of the Debtor's business and the management of its property; (b) prepare, on behalf of the Debtor, all necessary schedules, applications, motions, answers, orders, reports, adversary proceedings and other legal documents required by the Bankruptcy Code and Federal Rules of Bankruptcy Procedure; (c) perform all other legal services for the Debtor that may be necessary in connection with the Debtor's attempt to reorganize its affairs under the Bankruptcy Code; and (d) assist the Debtor in the development and implementation of a plan of reorganization. Prior to the Petition Date, the Debtor paid Lamonica Herbst a retainer of $40,000, plus an additional $1,039 which is the filing fee required by the Court. The Debtor assures the Court that Lamonica Herbst is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About East Harlem East Harlem Property Holdings, LP, filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No. 11-14368) on Sept. 15, 2011. Judge James M. Peck presides over the bankruptcy case. Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh, New York, represents the Debtor as counsel. In its petition, the Debtor listed assets of between $100 million and $500 million and debts of between $10 million and $50 million. The petition was signed by Linda Greenfield, vice president of Harlem Housing, LLC, sole and managing member of East Harlem GP, LLC, general partner. EDWARD DEETS: Court OKs Jeffrey Servin as Attorney -------------------------------------------------- Deets Holding Company, Inc. sought and obtained permission from the Bankruptcy Court for the Middle District of Pennsylvania to employ Jeffrey D. Servin, Esq., as its general bankruptcy counsel to aid in the completion of the necessary legal work associated with its bankruptcy case. The Debtor proposes to pay Mr. Servin based on his customary hourly rate which is presently at $275. The Debtor also agrees to reimburse Mr. Servin for his expenses. The Debtor provided Mr. Servin a retainer of $12,500, plus a $1,000 advance for filing fees, prior to the Petition Date. Mountain Top, Pa.-based Edward Deets Holding Company, Inc., filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 11-06869) on Oct. 6, 2011. The Debtor estimated assets of $10 million to $50 million and estimated debts of $1 million to $10 million. The petition was signed by Edward Deets, president. ELJAH, INC.: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Eljah, Inc. 7350 Oakman Dearborn, MI 48126 Bankruptcy Case No.: 11-69195 Chapter 11 Petition Date: November 10, 2011 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $00,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Hussein Saab, president. ENNIS COMMERCIAL: Files Plan to Pay Unsecureds in Five Years ------------------------------------------------------------ Terence J. Long, Chapter 11 Trustee for the bankruptcy estate of Ben A. Ennis, and debtor Ennis Commercial Properties have filed a proposed Joint Plan Of Reorganization and an explanatory Disclosure Statement. The Plan essentially employs a two-pronged approach for administering properties owned by Debtor. In general terms, the Plan provides that Debtor will attempt to market all of the properties held by Debtor or an entity controlled by Debtor. If a property can be sold for an amount that will provide a return to creditors that is greater than creditors would receive from five years of the net income from operating the property, then the property will be sold and the net income realized from the sale will be paid to creditors. Otherwise, each property will be operated for five years and all of the net income generated from each property will be paid to unsecured creditors. The Plan established two oversight committees who will oversee and make decision regarding properties and property values: the ECP Committee will oversee the properties owned before confirmation by ECP, and the Ennis Committee which will oversee the properties owned before confirmation by Ben Ennis or an entity controlled by Ennis (other than ECP). The Plan in effect substantively consolidates both Ben Ennis and ECP with Ben Ennis being the surviving and Reorganized Debtor. Terence J. Long will serve as the trustee for the Reorganized Debtor and disbursing agent for the Reorganized Debtors until Debtor's discharge is entered. Pursuant to the Plan, Class 4.1 ECP General Unsecured Claims will be paid all of the Net Income and sales proceeds from ECP properties. Class 5.1 Ennis General Unsecured Claims will be paid all of the Net Income and sales proceeds from Ennis properties. A copy of the Disclosure Statement dated Oct. 19, 2011, is available for free at: http://bankrupt.com/misc/enniscommercial.oct19DS.pdf About Ennis Commercial Porterville, California-based Ennis Commercial Properties, LLC's business consists of acquiring raw land and building commercial developments. The Company then either operates or sells the commercial buildings comprising the commercial development. ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal shares. On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred all of their ownership interests in ECP to Ben Ennis. ECP filed for Chapter 11 bankruptcy protection on March 16, 2010 (Bankr. E.D. Calif. Case No. 10-12709). Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law Offices of Peter L. Fear, in Fresno, Calif., represent the Debtor as counsel. No creditors committee has been formed in this case. In its schedules, the Debtor disclosed $40,878,319 in assets and $43,922,485 in liabilities. Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D. Calif. Case No. 10-62315) on Oct. 25, 2010. On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee in the Benn Ennis bankruptcy. The Trustee thus stands in the shoes of Ben Ennis. Consequently, the Trustee holds all of the membership interests in ECP and controls it accordingly. Justin D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer & Ryan, LLP, in Fresno, Calif., represent Terence Long, Chapter 11 Trustee, as counsel. ENNSTONE INC: Phoenix Capital Advised Sale to Bardon ---------------------------------------------------- Phoenix Capital Resources acted as the exclusive financial advisor to Ennstone, Inc. in conjunction with its acquisition by Bardon, Inc., d/b/a Aggregate Industries Management, Inc., a subsidiary of publicly-traded Holcim Ltd. The specific terms of the transaction are undisclosed. Phoenix Capital Resources was engaged by Ennstone to explore strategic alternatives, including a potential sale of the Company. Ennstone was seeking a liquidity event after outperforming its restructuring plan following its emergence from Chapter 11 bankruptcy protection in March of 2010. The transaction was led by Michael E. Jacoby, Adam S. Cook and Donald J. Cunningham. "As with most special situations transactions, the process was challenging at times, but a successful outcome was achieved for Ennstone's constituents and for Aggregate Industries, alike," said Adam Cook, Managing Director and Head of Investment Banking at Phoenix Capital Resources. About Phoenix Capital For over 25 years, Phoenix Capital Resources -- http://www.phoenixmanagement.com/-- has provided smarter, operationally focused solutions for middle market companies in transition. Phoenix Capital Resources provides seamless investment banking solutions including M&A advisory, complex restructurings and capital placements. Phoenix Management Services provides turnaround, crisis and interim management, specialized advisory and operational due diligence services for both distressed and growth oriented companies. About Ennstone Inc. Ennstone Inc. is the U.S. unit of U.K. based Ennstone plc. Ennstone plc is engaged in the production of construction materials. The Company, through its subsidiaries, is involved in quarrying, production and sale of aggregates, and related activities. In the United Kingdom, it has three trading subsidiaries: Ennstone Johnston, which operates throughout the Midlands and East Anglia with seven quarries, two of which are sand and gravel units, eight asphalt plants, five concrete plants and three contracting operations; Ennstone Thistle, which operates north of the central belt in Scotland with 16 operational quarries, two sand and gravel units, 11 asphalt plants, 21 concrete plants and four contracting operations, and Ennstone Concrete Products, which operates from three locations in England, and has the customer base mainly in the drainage, water utilities, rail and construction sector. In July 2007, it acquired Keplinger Lime Co. Inc. In January 2008, it acquired the ready mixed concrete and surfacing business of TSL Contractors Limited. Ennstone Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 09-31204) on Feb. 24, 2009, estimating assets of less than $50 million on debts exceeding $50 million. The Debtor's counsel is: David I. Swan, Esq. dswan@mcguirewoods.com McGuire Woods LLP 1750 Tysons Blvd. Suite 1800 McLean, VA 22102 Tel: (703) 712-5365 EVERGREEN SOLAR: Committee Retains Kramer Levin as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Evergreen Solar, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Kramer Levin Naftalis & Frankel LLP as counsel, effective as of Aug. 26, 2011. Kramer Levin is expected to render legal services as the Creditors' Committee may consider desirable to discharge its responsibilities and further the interests of the Committee's constituents in this case. In addition to acting as primary spokesman for the Creditors' Committee, the Firm's services will include, without limitation, assisting, advising and representing the Committee in matters, including: * The administration of this case and the exercise of oversight with respect to the Debtor's affairs, including all issues in connection with the Debtor, the Committee, and the Chapter 11 case; * The negotiation, formulation, drafting, and confirmation of a plan or plans of reorganization and related matters, including the negotiation of any Section 363 sales of any of the Debtor's assets; * Investigation, if any, as the Committee may desire, concerning, among others, the assets, liabilities, financial condition, sale of any of the Debtor's businesses, and operating issues that may be relevant to the case; and * The performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules, and the performance of other services as are in the interests of those represented by the Committee. Kramer Levin will be paid in accordance with its standard billing practices for services rendered and reimbursed for expenses incurred on behalf of the Creditors' Committee. It is anticipated that the Firm's team and hourly billing rates will include: Thomas Moers Mayer, partner $975 Partners, Associates $470 - $775 The Creditors' Committee believes that Kramer Levin does not hold or represent any interest adverse to the Committee in the matters for which it is to be retained and that the Firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. 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. FALLS AT TOWNE: U.S. Trustee Balks at Dismissal, Wants Ch. 7 ------------------------------------------------------------ Habbo G. Fokkena, U.S. Trustee for Region 12, filed with the U.S. Bankruptcy Court for the District of Minnesota its objection to the motion to dismiss the Chapter 11 case of The Falls at Towne Crossing, LLC. In the alternative, the U.S. Trustee requests that the case is converted to Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on Oct. 26, 2011, the Debtor and lender Broadstone Towne Crossing Property Owner LLC, reached agreement on resolution of the lender's motions for (I) relief from the automatic stay; and (ii) a finding that Geneva Multi-Family Exchange XIV, LLC, and The Falls at Towne Crossing LLC are single asset real estate debtors; and (ii) a motion to dismiss the cases. According to the U.S. Trustee, the Debtor's case must be converted because the Debtor has failed to comply with the U.S. Code and Federal Rules of Bankruptcy Procedure with regard to paying fees and submitting reports. The Debtor must not be permitted to dismiss its case without demonstrating that it complied with its Chapter 11 duties. If the Debtor cannot so demonstrate, the Court must convert the case and permit a chapter 7 trustee to review the matter. The U.S. Trustee notes: -- Since the case was filed, the Debtor has failed to provide any reporting to the U.S. Trustee. Since the debtor has represented for a considerable period that it would seek dismissal, the U.S. Trustee has requested that the Debtor submit at least a monthly receipt and disbursement report. At this time, the Debtor has failed to submit any information for August and September. In addition, the U.S. Trustee will require reporting for October through the date of dismissal or conversion of the case. -- The Debtor has failed to pay third quarterly fees. Since the U.S. Trustee does not have any reporting information, the U.S. Trustee has estimated the fees owed at $1,625 (based on the July disbursement information that was provided). The U.S. Trustee will also be owed for the fourth quarter of 2011. The U.S. Trustee is Represented by: Sarah J. Wencil, Esq., trial attorney Office of U.S. Trustee 1015 United States Courthouse 300 South Fourth Street Minneapolis, MN 55415 Tel: (612) 334-1350 About The Falls at Towne Crossing and Geneva Multi-Family Exchange XIV Geneva Multi-Family Exchange XIV, LLC, owns the 336-unit Falls at Towne Crossing apartment project in Mansfield, Texas. Geneva Multi-Family Exchange XIV and affiliate The Falls at Towne Crossing, LLC, c/o Exchange Realty Inc., based in Minneapolis, Minnesota, filed separate Chapter 11 bankruptcy petitions (Bankr. D. Minn. Case Nos. 11-44562 and 11-44563) on July 5, 2011. Judge Dennis D. O'Brien presides over the case. Geneva Multi-Family Exchange XIV LLC disclosed $25.5 million in assets and $24.3 million in debts in its petition. The Falls at Towne Crossing estimated assets and debts of $10 million to $50 million. The petitions were signed by Duane H. Lund, chief manager. Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, at Minneapolis, Minnesota, represents the Debtor as counsel. As reported in the TCR on Sept. 14, 2011, the U.S. Bankruptcy Court for the District of Minnesota dismissed on Aug. 22, 2011, the Chapter 11 case of Geneva Multi-Family Exchange XIV, LLC. Any proof of claim filed in the Debtor's case will be deemed filed in the case of The Falls at Towne Crossing, LLC, Case No. 11-44563 without further action by the claim holder. FANNIE MAE: To Remain in the Doldrums for Much Longer ----------------------------------------------------- According to the Bedford Report, it was yet another disappointing quarter for Fannie Mae and Freddie Mac. The two mortgage giants continue to pile up losses as low mortgage rates reduced profits and declining home prices caused more defaults on loans it had guaranteed. When property values drop, homeowners are more likely to default, either because they are unable to afford the payments or because they owe more than the property is worth. Because of the guarantees, Fannie and Freddie must pay for the losses. T he Bedford Report examines the outlook for companies in the Mortgage Investment Industry and provides research reports on Fannie Mae FNMA -2.69% and Freddie Mac FMCC -3.59%. Access to the full company reports can be found at: http: http://www.bedfordreport.com/FNMA http://www.bedfordreport.com/FMCC Last week Fannie Mae asked the federal government for the $7.8 billion bailout to fund its $7.6 billion third quarter loss. Taxpayers have already given $169 billion to rescue Fannie and Freddie -- the most expensive bailout of the 2008 financial crisis -- and the government estimate aid could reach to $220 billion by 2014, according to the AP. Despite the challenges, Fannie Mae President and CEO Michael Williams argues that the company is "making progress." Fannie's rate of homeowners who are late on their monthly mortgage payments by 90 days or more has decreased each quarter since the beginning of 2010. The Bedford Report releases investment research on the Mortgage Investment Industry so investors can stay ahead of the crowd and make the best investment decisions to maximize their returns. Fannie's request for more assistance comes a mere two weeks after federal officials claimed Fannie and are Freddie are unlikely to need any more taxpayer money and will soon start paying back their loans. Fannie and Freddie must pay a hefty 10 percent dividend on money they borrow from taxpayers. This has led to a somewhat counterintuitive situation in which Fannie and Freddie must borrow money from taxpayers to pay taxpayers back. The Obama administration and Republicans have said flatly that they want to get rid of the companies. It should be "clear to everyone at this point" that the firms "will not be able to earn their way back to a condition that allows them to emerge" from government ownership, said Edward DeMarco, the acting director of the Federal Housing Finance Agency, in a speech this fall. FIBERTOWER: Misses Nov. 15 Interest Payment on 9.00% 2012 Notes --------------------------------------------------------------- FiberTower had elected not to make the $1.3 million semi-annual interest payment due on Nov. 15, 2011, with respect to its 9.00% Convertible Senior Secured Notes Due 2012. The indenture governing the 2012 Notes provides that the failure to make such payment constitutes an event of default after a 30-day cure period. This missed interest payment will not trigger any significant cross-default provisions associated with other outstanding FiberTower debt prior to the expiration of the cure period. During such cure period, FiberTower will continue to evaluate different options to manage its debt load. Additionally, on Nov. 14, 2011, the Company's Chairman of the Board, John Kelly and another Board member, Phil Kelley, resigned from the Company's board of directors; on Nov. 15, 2011, another director, Randall Hack, resigned from the Company's board of directors. These resignations were effective immediately and were not the result of a disagreement with FiberTower on any matter relating to FiberTower's operations, policies or practices. FiberTower has also determined that material impairment charges relating to its long-lived assets and FCC licenses will be required under generally accepted accounting principles as a result of events occurring in the quarter ended Sept. 30, 2011. As a result of continued customer early service terminations experienced in the quarter ended Sept. 30, 2011, the Company's decisions to limit investment in its legacy network, and the Company's estimates of future cash flows expected to be generated by its network as compared to its carrying value, FiberTower determined that its network equipment and construction-in-progress were impaired. Accordingly, during the third quarter of 2011, FiberTower conducted an evaluation to quantify the level of impairment. Although the Company has not been able to finalize the quantification of the impairment charges relating to its network equipment and construction-in-progress, the Company estimates the impairment charges for these assets in order to reduce network equipment and construction-in-progress to their fair value and as calculated in accordance with GAAP, to be in the range of $150 to $170 million in the third quarter of 2011. At Dec. 31, 2010, and through June 30, 2011, FiberTower's FCC Licenses had a carrying value of $287.5 million. Changing patterns in customer demand that contributed to the early contract terminations discussed above indicated the potential for changes in the manner in which the Company's FCC license spectrum can be favorably deployed. Accordingly, during the third quarter of 2011, FiberTower conducted an assessment of the fair value of its FCC licenses and concluded that the fair value of its FCC licenses was less than its carrying value. Although the Company has not been able to finalize the quantification of the impairment charges relating to its FCC licenses, the Company estimates the impairment charges for these assets, as calculated in accordance with GAAP, to be in the range of $158 to $170 million in the third quarter of 2011, which would reduce the carrying value of the Company's FCC licenses to somewhere in the range of $87 to $129 million at Sept. 30, 2011. Inability to File 10-Q As previously announced, FiberTower filed a Notification of Late Filing, or Form 12b-25, with the Securities and Exchange Commission with regard to its third quarter 2011 Form 10-Q report. This allowed the Company an additional five calendar days to file the Form 10-Q, which was otherwise due on Nov. 9, 2011, and which expired on Nov. 14, 2011. The Company continues to be unable to file its Form 10-Q for the quarter ended September 30, 2011, as a result of its inability to quantify the impairment charges discussed above. Notice from Nasdaq FiberTower also announced that it received a letter from the Nasdaq Stock Market (Nasdaq) on Nov. 15, 2011 stating that it failed to timely file its quarterly report on Form 10-Q for the period ended Sept. 30, 2011, and as a result, no longer complies with the rules required for continued listing on Nasdaq under Nasdaq Listing Rule 5250(c)(1). FiberTower was provided with an initial period of 60 calendar days during which to submit a plan to regain compliance, and if Nasdaq accepts FiberTower's plan, they may grant an extension of 180 calendar days, during which FiberTower can regain compliance. If FiberTower does not regain compliance, the Nasdaq staff will provide written notice that FiberTower's common stock is subject to delisting. About FiberTower FiberTower -- http://www.fibertower.com/-- is a backhaul and access services provider focused primarily on the wireless carrier market. With its extensive spectrum footprint in 24 GHz and 39 GHz bands, carrier-class fiber and microwave networks in 13 major markets and master service agreements with nine U.S. wireless carriers, FiberTower is an alternative carrier for wireless backhaul. FiberTower also provides backhaul and access service to government and enterprise markets. FILENE'S BASEMENT: Begins Going-Out-of-Business Sale ---------------------------------------------------- A huge going-out-of-business sale begins, Nov. 16, 2011 at 19 SYMS, 14 Filene's Basement and 6 combined store locations in 12 states and the District of Columbia. As the holiday season approaches, discounts up to 30% off the lowest ticketed price will be offered on all merchandise at every location. Incredible values can be found on over $100 million worth of inventory, including men's and women's business attire, sportswear, outerwear and children's apparel, many carrying famous name designer labels. A large selection of accessories, toys, gifts and more is also offered at savings up to 30%. In conjunction with the inventory sale, SYMS and Filene's Basement will be selling all store furniture, fixtures and equipment, including shelving, apparel racks, lighting, chairs, tables and more. Marcy Syms, CEO of SYMS Corp., stated, "My father used to say 'an educated consumer is our best customer'. As we mark the end of an era for these two retail chains, I encourage all of our loyal customers to take advantage of this one-time opportunity to find exceptional discounts on all merchandise as the holiday season begins." Both SYMS and Filene's Basement gift cards will be honored throughout the sale. All sales made on or after Nov. 16 are final. Returns made on any merchandise purchased prior to November 16, 2011 will be handled in compliance with existing return policy for SYMS and Filene's Basement. The going-out-of-business sales were approved by the U.S. Bankruptcy Court in the District of Delaware in connection with bankruptcy petitions filed by SYMS and Filene's Basement and are being managed by a joint venture between Gordon Brothers Group, LLC and Hilco Merchant Resources, LLC. A spokesperson for the joint venture said, "We expect this will be a short sale as consumers get a jump on their holiday shopping. Those who act quickly will have the best opportunity to take advantage of terrific values and choose from the broadest product selection." Syms Corp. was founded by Sy Syms in 1959. Filene's Basement traces its roots back to 1909 and founder William Filene. SYMS acquired assets of Filene's Basement, Inc., which had filed for bankruptcy, in a bankruptcy auction in 2009. Syms Corp. and Filene's Basement, LLC collectively own and operate 46 "off-price" apparel stores (7 of which are already in the process of closing) located predominantly on the east coast of the United States under the "SYMS" name (which, together with co-branded SYMS/Filene's Basement stores, are owned and operated by Syms Corp.) and the "Filene's Basement" name (which are owned and operated by Filene's Basement, LLC). 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 disclosed $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%. FILENE'S BASEMENT: Syms Equity Committee Named ---------------------------------------------- Dow Jones' DBR Small Cap reports that the official creditors committee named in the Syms Corp. Chapter 11 case hasn't decided what, if anything, to do about the official shareholders committee federal bankruptcy watchdogs appointed. As reported in the Troubled Company Reporter on Nov. 15, 2011, Dow Jones' DBR Small Cap said that federal bankruptcy monitors are scouting for shareholders willing to serve on an official committee representing equity stakeholders in the bankruptcy liquidation of cut-rate clothiers Filene's Basement and Syms. 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%. FILENE'S BASEMENT: Creditors Object to Second Agency Agreement -------------------------------------------------------------- BankruptcyData.com reports that Syms Corp.'s official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtors' motion to enter into a second agency agreement with a joint venture of Gordon Brothers Retail Partners and Hilco Merchant Resources authorizing the agent to sell certain assets, consisting of merchandise and owned furniture, fixtures and equipment at the Debtors' respective stores through store closing sales and further authorizing the Debtors to abandon unsold merchandise and furniture, fixtures and equipment after conclusion of the sale. The committee asserts, ". . . the potential value of the winning bid to the Debtors estates will likely be significantly less than advertised due to a number of problematic provisions contained in the agency agreement. These unnecessary provisions have the potential to significantly reduce the estates' anticipated recovery and increase its expense burden." Meanwhile, Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Kevin J. Carey on Tuesday cleared Syms and Filene's Basement to conduct going-out-of-business sales at the clothing retailers' 46 stores and use the proceeds to pay off $31 million in secured debt. Judge Carey said at a court hearing that he would sign off on the agreement with the liquidators -- Hilco Merchant Resources LLC and Gordon Brothers Retail Partners LLC -- after the Debtors amend the order to reflect the resolution of objections from unsecured creditors, Law360 relates. 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%. FIRST DATA: Amends $3 Billion Senior Notes Exchange Offer --------------------------------------------------------- First Data Corporation filed with the U.S. Securities and Exchange Commission Amendment No. 1 to Form S-4 registration statement relating to the Company's offer to exchange $3,000,000,000 aggregate principal amount of its 12.625% Senior Notes due 2021 which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding unregistered 12.625% Senior Notes due 2021. The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of those methods. The Company does not plan to list the exchange notes on a national market. The Company amended the Registration Statement as may be necessary to delay its effective date until the Company will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. A full-text copy of the amended prospectus is available for free at http://is.gd/UrZscE About First Data Based in Atlanta, Georgia, First Data Corporation, with over $10 billion of revenue for the 12 months ended June 30, 2010, provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. The Company reported a net loss $846.90 million on $10.38 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.01 billion on $9.31 billion of revenue during the prior year. The Company also reported a net loss of $322.50 million on $8.02 billion of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $717 million on $7.65 billion of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $36.54 billion in total assets, $32.94 billion in total liabilities, $45.90 million in redeemable noncontrolling interest and $3.55 billion in total equity. * * * The Company's carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. Standard & Poor's Ratings Services in December 2010 assigned its 'B-' issue rating with a '5' recovery rating to First Data Corp.'s (B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due 2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due 2022, and $3 billion 12.625% unsecured cash-pay notes due 2021. The '5' recovery rating indicates lenders can expect modest (10%- 30%) recovery in the event of payment default. Under S&P's default analysis, there is insufficient collateral to fully cover First Data's first-lien debt. As a result, the remaining value of the company (generated by non-U.S. assets and not pledged) would be shared pari passu among the uncovered portion of first-lien debt, new second-lien debt, and new and existing unsecured debt. FIRST SECURITY: Incurs $6.4 Million Third Quarter Net Loss ---------------------------------------------------------- First Security Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $6.48 million on $10.33 million of total interest income for the three months ended Sept. 30, 2011, compared with a net loss of $29.77 million on $13.20 million of total interest income for the same period a year ago. The Company reported a net loss of $44.34 million on $54.91 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $33.45 million on $64.00 million of total interest income during the prior year. The Company also reported a net loss of $14.53 million on $32.85 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $33.01 million on $42.53 million of total interest income for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.12 billion in total assets, $1.04 billion in total liabilities, and $78.04 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/3OhVyp About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. On Sept. 7, 2010, the Company entered into a Written Agreement with the Federal Reserve Bank of Atlanta, the Company's primary regulator, which prohibits the Company from declaring or paying dividends without prior written consent of the Federal Reserve. The Company is also prohibited from taking dividends, or any other form of payment representing a reduction of capital, from the Bank without prior written consent. The Company is also required, within 60 days of the Agreement, to submit to the Federal Reserve a written plan designed to maintain sufficient capital at the Company and the Bank. On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary, consented and agreed to the issuance of a Consent Order by the Office of the Comptroller of the Currency (OCC). Pursuant to that Consent Order, within 120 days of the effective date of the Order, the Bank is required to achieve and thereafter maintain total capital at least equal to 13% of risk-weighted assets and Tier 1 capital at least equal to 9% of adjusted total assets. As of Sept. 30, 2010, the first financial reporting period subsequent to the 120 day requirement, the Bank's total capital to risk-weighted assets was 12.93% and the Tier 1 capital to adjusted total assets was 7.43%. The Bank has notified the OCC of the non-compliance. Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses from operations for the past two years. The Company is also operating under formal supervisory agreements with the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency and is not in compliance with all provisions of the Agreements. Failure to achieve all of the Agreements' requirements may lead to additional regulatory actions. According to the Company, its ability to continue as a going concern is contingent upon its ability to devise and successfully execute a management plan to develop profitable operations, satisfy the requirements of the regulatory actions, and lower the level of problem assets to an acceptable level. FIRSTGOLD CORPORATION: Ends E. Klepfer and AMPWFL Services ---------------------------------------------------------- Firstgold Corp. has entered into stipulations with (i) Eric Kelpfer as operations manager and (ii) Allison, MacKenzie, Pavlakis, Wrigth & Fagan Ltd. as special counsel to the Operations Manager, terminating their services. A prior order of the U.S. Bankruptcy Court for the District of Nevada provides that the power and authority of the Operations Manager would terminate upon the transfer, by sale or otherwise, of all or substantially all of the Debtor's operating assets to a third party or at the sole discretion of the Lenders -- Platinum Long Term Growth, LLC and Lakewood Group, LLC. On Dec. 17, 2010, the Court approved the sale of substantially all of the operating assets of the Debtor. According to the Debtor, the services of Mr. Klepfer as Operations Manager are no longer necessary. Mr. Klepfer will be relieved of his duties as Operations Manager, but will retain authority to execute further documents necessary to carry out the terms of the Sale Order and associated purchase agreements. The scope of the Special Counsel's appointment has also been completed. Allison MacKenzie is relieved and terminated as special counsel for the Operations Manager of the Debtor. The Sales Order also provides that $15,000 would be payable to the U.S. Trustee's office as payment for the trustee's fees associated with the sale of the assets. Nonetheless, the actual trustee's fees incurred as a result of the sale is $4,875. Thus, the payment would be reduced to $4,875, with the remainder of the $15,000 to be distributed pursuant to the distribution schedule in the Sales Order. About Firstgold Corporation Lovelock, Nevada-based Firstgold Corp. filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-50215) on Jan. 27, 2010. Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd., and Edmund Buddy Miller, Esq., assist the Company in its restructuring effort. The Company has assets of $17,957,805, and total debts of $26,981,427. As reported by the TCR on April 28, 2010, Firstgold's management, at a bankruptcy hearing held on April 20, 2010, reported its inability to timely develop a reorganization plan to restart business operations. In light of the foregoing, Firstgold stipulated to allowing its primary secured lenders, Platinum Long Term Growth, LLC, and Lakewood Group, LLC, to pursue their contractual and state law rights and remedies to foreclose and take possession of all collateral securing their debt obligations with Firstgold pursuant to their security interests. The collateral securing their debt obligations includes substantially all of Firstgold's assets including the Relief Canyon Mine property, all improvements to the mine property, and additional mining properties and interests. In addition, Firstgold agreed to relinquish possession of the collateral to allow Platinum and Lakewood to preserve and protect such collateral as of April 21, 2010. Firstgold will continue in a Chapter 11 status which will allow Firstgold's management to pursue a possible reorganization of the corporate entity with another company. The next status conference hearing relating to the Firstgold corporate entity is set for May 11, 2010. FRANKLIN CREDIT: Incurs $12.1 Million Net Loss in 3rd Quarter ------------------------------------------------------------- Franklin Credit Holdings Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $12.13 million on $3.38 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $20.42 million on $4.11 million of total revenues for the same period during the prior year. The Company also reported net income of $34.06 million on $91.18 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $40.10 million on $35.76 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $24.47 million in total assets, $840.13 million in total liabilities, and a $815.65 million stockholders' deficit. Possible Spin-Off The Company anticipates that it will break out its separate mortgage servicing subsidiary, FCMC, from Franklin Holding's consolidated group as a separate company through some form of 'spin-off" or similar type of transaction, preferably around the end of the first quarter in 2012, subject to numerous conditions, including approval by its board of directors and the Bank, the effectiveness of any required filings with the Securities and Exchange Commission, compliance with applicable legal and regulatory solvency requirements, regulatory approvals to the extent required, and accounting and tax treatment considerations. It is the Company's objective to spin off its 80% ownership of FCMC to the stockholders of FCHC through some form of separation such as a spin-off type transaction or to negotiate a pre-packaged bankruptcy of FCHC and its subsidiary companies (but not FCMC) with major stakeholders that would include such a spin-off of FCMC, either of which would result in FCMC emerging as a separate publicly-owned company. A full-text copy of the Form 10-Q is available for free at: http://is.gd/dGr4Z3 About Franklin Credit Holding Franklin Credit Holding Corporation (OTC BB: FCMC) -- http://www.franklincredit.com/-- is a specialty consumer finance company primarily engaged in the servicing and resolution of performing, reperforming and nonperforming residential mortgage loans, including specialized loan recovery servicing, and in the analysis, pricing, due diligence and acquisition of residential mortgage portfolios for third parties. The Company's executive, administrative and operations offices are located in Jersey City, N.J. FREDDIE MAC: Another Disappointing Quarter for Mortgage Giant ------------------------------------------------------------- According to the Bedford Report, it was yet another disappointing quarter for Fannie Mae and Freddie Mac. The two mortgage giants continue to pile up losses as low mortgage rates reduced profits and declining home prices caused more defaults on loans it had guaranteed. When property values drop, homeowners are more likely to default, either because they are unable to afford the payments or because they owe more than the property is worth. Because of the guarantees, Fannie and Freddie must pay for the losses. T he Bedford Report examines the outlook for companies in the Mortgage Investment Industry and provides research reports on Fannie Mae FNMA -2.69% and Freddie Mac FMCC -3.59%. Access to the full company reports can be found at: http: http://www.bedfordreport.com/FNMA http://www.bedfordreport.com/FMCC Last week Fannie Mae asked the federal government for the $7.8 billion bailout to fund its $7.6 billion third quarter loss. Taxpayers have already given $169 billion to rescue Fannie and Freddie -- the most expensive bailout of the 2008 financial crisis -- and the government estimate aid could reach to $220 billion by 2014, according to the AP. Despite the challenges, Fannie Mae President and CEO Michael Williams argues that the company is "making progress." Fannie's rate of homeowners who are late on their monthly mortgage payments by 90 days or more has decreased each quarter since the beginning of 2010. The Bedford Report releases investment research on the Mortgage Investment Industry so investors can stay ahead of the crowd and make the best investment decisions to maximize their returns. Fannie's request for more assistance comes a mere two weeks after federal officials claimed Fannie and are Freddie are unlikely to need any more taxpayer money and will soon start paying back their loans. Fannie and Freddie must pay a hefty 10 percent dividend on money they borrow from taxpayers. This has led to a somewhat counterintuitive situation in which Fannie and Freddie must borrow money from taxpayers to pay taxpayers back. The Obama administration and Republicans have said flatly that they want to get rid of the companies. It should be "clear to everyone at this point" that the firms "will not be able to earn their way back to a condition that allows them to emerge" from government ownership, said Edward DeMarco, the acting director of the Federal Housing Finance Agency, in a speech this fall. FREEDOM ENVIRONMENTAL: Posts $144,100 Net Loss in 2nd Quarter ------------------------------------------------------------- Freedom Environmental Services, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $144,123 on $1.57 million of revenues for the three months ended June 30, 2011, compared with a net loss of $876,949 on $33,531 of revenues for the same period last year. The Company had a net loss of $498,209 on $2.96 million of revenues for the six months ended June 30, 2011, compared with a net loss of $2.92 million on $136,122 for the same period of 2010. At June 30, 2011, the Company's balance sheet showed $2.70 million in total assets, $2.26 million in total liabilities, and stockholders' equity of $439,559. A copy of the Form 10-Q is available for free at: http://is.gd/MvSX9I As reported in the TCR on June 10, 2011, GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about Freedom Environmental Services' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has a net loss for the year ended Dec. 31, 2010, of $2.54 million, an accumulated deficit at Dec. 31, 2010, of $20.48 million, cash flows used in operating activities of $116,307 and needs additional cash resources to maintain its operations. Orlando, Fla.-based Freedom Environmental Services, Inc., provides wastewater management and recycling services to its customers throughout its different divisions. FRIENDLY ICE CREAM: Creditors Panel Taps Blank Rome as Co-Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Friendly Ice Cream Corporation, et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain Blank Rome LLP as its co-counsel. The personnel with primary responsibilities in these cases and their hourly rates are: David W. Carickhoff $490 Stanley B. Tarr $450 The hourly rates of partners and counsel likely to assist in the case range from $390 to $875; associates' rates range from $225 to $545 per hour, and paralegals' rates range from $120 to $315. To the best of the Committee's knowledge, Blank Rome is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The Committee set a Nov. 23 hearing at 2:00 p.m. (ET), on its requested retention of Blank Rome. Objections, if any, are due Nov. 16, at 4:00 p.m. About Friendly Ice Cream Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner and franchiser of 490 full-service, family-oriented restaurants and provider of ice cream products in the Eastern United States, filed for Chapter 11 reorganization together with four affiliates (Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell the business mostly in exchange for debt to Sundae Group Holdings II LLC, a unit of Sun Capital Partners Inc. The existing owner and holder of the Debtors' second-lien debt are also affiliates of Sun Capital. Friendly's, based in Wilbraham, Massachusetts, also announced the closing of 63 stores, leaving about 424 operating. Franchise operators have about 230 of the locations. Judge Kevin Gross oversees the case. James A. Stempel, Esq., Ross M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. Zolfo Cooper serves as the Debtors' financial advisors. In its petition, Friendly Ice Cream Corp. estimated $100 million to $500 million in assets and debts. The petitions were signed by Steven C. Sanchioni, executive vice president, chief financial officer, treasurer, and assistant secretary. Sundae Group Holdings proposes to pay about $120 million for the business. The price includes enough cash to pay first-lien debt and an amount of cash for unsecured creditors to be negotiated with the official creditors' committee. Aside from cash, Sun Capital will make a credit bid from the $267.7 million in second- lien, pay-in-kind notes. The bid from Sun Capital is subject to higher and better offers at an auction. Under the proposed time-line, bids would be due Nov. 24, followed by an auction on Dec. 1. A competing bid must be at least $122.6 million in cash. Friendly's is one of two companies under Sun Capital's portfolio to file for bankruptcy in a span of two days. Mexican-food chain Real Mex, which operates restaurants such as Chevys, filed in Delaware bankruptcy court on Oct. 3, 2011. On Oct. 12, 2011, the U.S. Trustee appointed the Committee. The Committee currently consists of seven members. The Committee selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to serve as co-counsel to the Committee, and FTI Consulting to serve as the Committee's financial advisor. FRIENDLY ICE CREAM: Panel Taps FTI Consulting as Financial Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of Friendly Ice Cream Corporation, et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain FTI Consulting, Inc., together with its wholly owned subsidiaries, agents, independent contractors and employees, as its financial advisor. FTI will, among other things: -- assist the Committee with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; -- assist the Committee in the review of financial information distributed by the Debtors to creditors and others, including, but not limited to, cash flow projections and budgets,cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; and -- assist the Committee in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids. The hourly rates of FTI's professionals are: Senior Managing Directors $780 - $895 Directors/Managing Directors $560 - $745 Consultants/Senior Consultants $280 - $530 Administration/Associates $115 - $250 To the best of the Committee's knowledge, FTI is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The Committee set a Nov. 23 hearing at 2:00 p.m. (ET), on its requested retention of FTI. Objections, if any, are due Nov. 16, at 4:00 p.m. About Friendly Ice Cream Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner and franchiser of 490 full-service, family-oriented restaurants and provider of ice cream products in the Eastern United States, filed for Chapter 11 reorganization together with four affiliates (Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell the business mostly in exchange for debt to Sundae Group Holdings II LLC, a unit of Sun Capital Partners Inc. The existing owner and holder of the Debtors' second-lien debt are also affiliates of Sun Capital. Friendly's, based in Wilbraham, Massachusetts, also announced the closing of 63 stores, leaving about 424 operating. Franchise operators have about 230 of the locations. Judge Kevin Gross oversees the case. James A. Stempel, Esq., Ross M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. Zolfo Cooper serves as the Debtors' financial advisors. In its petition, Friendly Ice Cream Corp. estimated $100 million to $500 million in assets and debts. The petitions were signed by Steven C. Sanchioni, executive vice president, chief financial officer, treasurer, and assistant secretary. Sundae Group Holdings proposes to pay about $120 million for the business. The price includes enough cash to pay first-lien debt and an amount of cash for unsecured creditors to be negotiated with the official creditors' committee. Aside from cash, Sun Capital will make a credit bid from the $267.7 million in second- lien, pay-in-kind notes. The bid from Sun Capital is subject to higher and better offers at an auction. Under the proposed time-line, bids would be due Nov. 24, followed by an auction on Dec. 1. A competing bid must be at least $122.6 million in cash. Friendly's is one of two companies under Sun Capital's portfolio to file for bankruptcy in a span of two days. Mexican-food chain Real Mex, which operates restaurants such as Chevys, filed in Delaware bankruptcy court on Oct. 3, 2011. On Oct. 12, 2011, the U.S. Trustee appointed the Committee. The Committee currently consists of seven members. The Committee selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to serve as co-counsel to the Committee, and FTI Consulting to serve as the Committee's financial advisor. FRIENDLY ICE CREAM: GA Keen Approved as Real Estate Advisor ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Friendly Ice Cream Corporation, et al., to employ GA Keen Realty Advisors, the real estate division of Great American Group LLC and Great American Group real Estate LLC, as real estate advisor. The Debtors are authorized and directed to pay consultant 80% of the fee, as and when due and payable, with all the fees subject to the Bankruptcy Court approval of a final fee application. To the best of the Debtor's knowledge, GA Keen is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About Friendly Ice Cream Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner and franchiser of 490 full-service, family-oriented restaurants and provider of ice cream products in the Eastern United States, filed for Chapter 11 reorganization together with four affiliates (Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell the business mostly in exchange for debt to Sundae Group Holdings II LLC, a unit of Sun Capital Partners Inc. The existing owner and holder of the Debtors' second-lien debt are also affiliates of Sun Capital. Friendly's, based in Wilbraham, Massachusetts, also announced the closing of 63 stores, leaving about 424 operating. Franchise operators have about 230 of the locations. Judge Kevin Gross oversees the case. James A. Stempel, Esq., Ross M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. Zolfo Cooper serves as the Debtors' financial advisors. In its petition, Friendly Ice Cream Corp. estimated $100 million to $500 million in assets and debts. The petitions were signed by Steven C. Sanchioni, executive vice president, chief financial officer, treasurer, and assistant secretary. Sundae Group Holdings proposes to pay about $120 million for the business. The price includes enough cash to pay first-lien debt and an amount of cash for unsecured creditors to be negotiated with the official creditors' committee. Aside from cash, Sun Capital will make a credit bid from the $267.7 million in second- lien, pay-in-kind notes. The bid from Sun Capital is subject to higher and better offers at an auction. Under the proposed time-line, bids would be due Nov. 24, followed by an auction on Dec. 1. A competing bid must be at least $122.6 million in cash. Friendly's is one of two companies under Sun Capital's portfolio to file for bankruptcy in a span of two days. Mexican-food chain Real Mex, which operates restaurants such as Chevys, filed in Delaware bankruptcy court on Oct. 3, 2011. On Oct. 12, 2011, the U.S. Trustee appointed the Committee. The Committee currently consists of seven members. The Committee selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to serve as co-counsel to the Committee, and FTI Consulting to serve as the Committee's financial advisor. FRONTIER AIRLINES: Cuts Jobs Pending Sale or Spinoff ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that regional airline operator Republic Airways Holdings Inc. evidently needed only two years to realize that buying mainline carrier Frontier Airlines Inc. out of bankruptcy was a mistake. The acquisition was completed after Frontier confirmed its Chapter 11 plan in September 2009. Republic said it will spin off or sell Frontier. In the meantime, Frontier is firing 4.4% of its 5,000 workers. The layoffs are spread between Denver and Milwaukee. Frontier competes in Denver with United Airlines Inc. and Southwest Airlines Co. About Frontier Airlines Based in Denver, Colorado, Frontier Airlines -- http://www.frontierairlines.com/-- is the second-largest jet service carrier at Denver International Airport. Frontier Airlines Holdings, Inc. and its affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represented the Debtors in their restructuring efforts. Togul, Segal & Segal LLP was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the Debtors' Special Counsel, and Kekst and Company was the Debtors' Communications Advisors. In June 2009, Republic Airways Holdings offered to acquire the Debtors' assets for $108 million. In July 2009, Southwest Airlines countered with a $113.6 million bid. In August 2009, Republic won the bidding, paying $109 million and assuming about $1 billion of debt and aircraft-lease obligations. In September 2009, the Bankruptcy Court confirmed the Company's Plan of Reorganization which was premised on the Republic deal. Republic closed the deal in October 2009. Frontier Airlines became a wholly owned subsidiary of Indianapolis-based Republic, along with Chautauqua Airlines, Lynx Aviation, Republic Airlines and Shuttle America. The Republic deal permitted unsecured creditors to have a 9.6% recovery on claims as high as $350 million. GELT PROPERTIES: Wants to Hire Nochumson P.C. as Special Counsel ---------------------------------------------------------------- Gelt Properties LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvannia for permission to employ Nochumson P.C. as its special counsel to represent the Debtor's interests in the pending Craig Atkins legal matter. The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11- 15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy counsel. The petitions were signed by Uri Shoham, the Debtors' chief financial officer. The Debtors' other professionals include: Eisenberg, Gold & Cettei P.C. as its special counsel to provide proper legal counsel to the Debtors with regard to defending against certain actions, Cohen and Forman as their special counsel to advise them upon all matters which may arise or which may be incident to the bankruptcy proceedings. Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial, has filed its schedules disclosing $20,340,725 in assets and $17,050,558 in liabilities as of the Chapter 11 filing. On Sept. 15, 2011, a committee of unsecured creditors was appointed. Schoff McCabe, P.C. represents the Committee. GENERAL MARITIME: Faces Nov. 16 Debt Holder Deadline ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that General Maritime Corp. is facing expiration of a standstill agreement originating in September with affiliates of Oaktree Capital Management LP, lenders on three credits totaling $1.12 billion. The agreement requires delivering an acceptable restructuring proposal. The majority of General Maritime's charter agreements expire in the next 15 months. The $300 million in 12% senior unsecured notes due 2017 last traded at 4: 44 p.m. Nov. 15 at 9.599 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The stock closed Nov. 15 at 17.93 cents, down less than one cent a share in New York Stock Exchange trading. The three-year high was $12.94 on Dec. 17, 2008. About General Maritime Based in New York City, General Maritime Corporation through its subsidiaries provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products. The Company's vessels are primarily available for charter on a spot voyage or time charter basis. For the first three quarters of 2011, the net loss was $92.7 million on revenue of $283 million. The Company reported a net loss of $216.66 million on $387.16 million of voyage revenue for the year ended Dec. 31, 2010, compared with a net loss of $11.99 million on $350.52 million of voyage revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.78 billion in total assets, $1.44 billion in total liabilities, and $339.32 million in total shareholders' equity. Deloitte & Touche LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company requires additional financing in order to meet its debt obligations that will come due over the next year. In addition, the Company has current losses from operations, a working capital deficit and the expectation that certain of its loan covenants will not be achieved during 2011 without additional capital being raised, debt being refinanced or covenants waived or amended. * * * Standard & Poor's Ratings Services in December 2010 lowered its long-term corporate rating on General Maritime Corp. to 'CCC+' from 'B', and placed the ratings on CreditWatch with negative implications. In the Sept. 6, 2011, edition of the TCR, Moody's Investors Service lowered its probability of default rating of General Maritime to 'Caa3' from 'Caa1' and corporate family rating to 'Caa3' from 'B3'. The outlook is negative. The downgrade of the ratings to Caa3 reflects GenMar's still tightening liquidity notwithstanding the recent issuance of junior debt capital and relaxation of the minimum liquidity covenant of its various debt facilities. Moody's believes that seasonal freight rates will remain close to current levels through most of 2012, because growth in ton-mile demand is unlikely to absorb continuing excess vessel supply. With the majority of the company's current time-charter out contracts expiring in the next 12 to 15 months, GenMar will face increasing exposure to the mainly lower spot market freight rates. Moody's expects the company to continue to have a difficult time achieving positive operating cash flow, which could threaten its ability to make cash interest payments. The resultant overreliance on its cash balance, which stood at almost $59 million at June 30, 2011 to meet its operating and debt service requirements, could cause it to fall out of compliance with the minimum liquidity covenant, which the lenders recently agreed to lower to $35 million through Dec. 31, 2011. GENERAL MARITIME: Amends $1.12 Billion Credit Facilities -------------------------------------------------------- General Maritime Corporation, on Nov. 10, 2011, entered into amendments to its $550 million revolving credit facility, its $372 million credit facility and its $200 million credit facility. The Credit Agreement Amendments waive the covenant regarding required minimum balance in cash, cash equivalents and revolver availability under each of the Credit Facilities through and including Nov. 15, 2011, unless an event of default under any such Credit Facility occurs prior to that date. The Company previously obtained a waiver of the Minimum Cash Balance Covenant under each of the Credit Facilities on Sept. 30, 2011, through and including Nov. 10, 2011, and the Credit Agreement Amendments extend such waiver through and including Nov. 15, 2011. All other material terms of the Credit Facilities remain unchanged. About General Maritime Based in New York City, General Maritime Corporation through its subsidiaries provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products. The Company's vessels are primarily available for charter on a spot voyage or time charter basis. The Company reported a net loss of $216.66 million on $387.16 million of voyage revenue for the year ended Dec. 31, 2010, compared with a net loss of $11.99 million on $350.52 million of voyage revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.78 billion in total assets, $1.44 billion in total liabilities, and $339.32 million in total shareholders' equity. Deloitte & Touche LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company requires additional financing in order to meet its debt obligations that will come due over the next year. In addition, the Company has current losses from operations, a working capital deficit and the expectation that certain of its loan covenants will not be achieved during 2011 without additional capital being raised, debt being refinanced or covenants waived or amended. * * * Standard & Poor's Ratings Services in December 2010 lowered its long-term corporate rating on General Maritime Corp. to 'CCC+' from 'B', and placed the ratings on CreditWatch with negative implications. In the Sept. 6, 2011, edition of the TCR, Moody's Investors Service lowered its probability of default rating of General Maritime to 'Caa3' from 'Caa1' and corporate family rating to 'Caa3' from 'B3'. The outlook is negative. The downgrade of the ratings to Caa3 reflects GenMar's still tightening liquidity notwithstanding the recent issuance of junior debt capital and relaxation of the minimum liquidity covenant of its various debt facilities. Moody's believes that seasonal freight rates will remain close to current levels through most of 2012, because growth in ton-mile demand is unlikely to absorb continuing excess vessel supply. With the majority of the company's current time-charter out contracts expiring in the next 12 to 15 months, GenMar will face increasing exposure to the mainly lower spot market freight rates. Moody's expects the company to continue to have a difficult time achieving positive operating cash flow, which could threaten its ability to make cash interest payments. The resultant overreliance on its cash balance, which stood at almost $59 million at June 30, 2011 to meet its operating and debt service requirements, could cause it to fall out of compliance with the minimum liquidity covenant, which the lenders recently agreed to lower to $35 million through Dec. 31, 2011. GENTIVA HEALTH: Moody's Lowers Rating Two Steps Further Into Junk ----------------------------------------------------------------- Dow Jones' Daily Bankruptcy Court reports that Moody's Investors Service lowered Gentiva Health Services Inc.'s junk-level rating two notches, saying costly regulations and Medicare reimbursement cuts will constrain the home-health and hospice services provider's revenue and profitability. Gentiva Health Services, Inc. offers direct home nursing and therapies, including specialty programs, as well as hospice care with over 450 locations in 42 states. Gentiva reported revenues of over $1.7 billion for the twelve months ended June 30, 2011. GSC GROUP: Court Allows Case Trustee to Subpoena Black Diamond -------------------------------------------------------------- Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Arthur J. Gonzalez on Tuesday allowed GSC Group Inc.'s Chapter 11 trustee to interview employees of Black Diamond Capital Management LLC about whether the private equity firm crossed the line with its supposed crusade to derail his reorganization plan. Florham Park, New Jersey-based GSC Group, Inc. -- http://www.gsc.com/-- was a private equity firm that specialized in mezzanine and fund of fund investments. Originally named Greenwich Street Capital Partners Inc. when it was a subsidiary of Travelers Group Inc., GSC became independent in 1998 and at one time had $28 billion of assets under management. Market reverses, termination of some funds, and withdrawal of customers' investments reduced funds under management at the time of bankruptcy to $8.4 billion. GSC Group Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010. Michael B. Solow, Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice and claims agent. Capstone Advisory Group LLC served as the Debtor's financial advisor. The Debtor estimated its assets at $1 million to $10 million and debts at $100 million to $500 million as of the Chapter 11 filing. Since Jan. 7, 2011, the Debtors have been operated by James L. Garrity Jr., as Chapter 11 trustee for the Debtors. The Chapter 11 trustee tapped Shearman & Sterling LLP as his counsel, and Togut, Segal & Segal LLP as his conflicts counsel. No committee of unsecured creditors has been appointed in the case. The Chapter 11 trustee completed the sale of business in July 2011 and filed a liquidating Chapter 11 plan and explanatory disclosure statement in late August. The bankruptcy court authorized the trustee to sell the business to Black Diamond Capital Finance LLC, as agent for the secured lenders. Proceeds were used to pay secured claims. The price paid by the lenders' agent was designed for full payment on $256.8 million in secured claims, with $18.6 million cash left over. Black Diamond bought most assets with a $224 million credit bid, a $6.7 million note, $5 million cash, and debt assumption. A minority group of secured lenders filed an appeal from the order allowing the sale. Through a suit in state court, the minority lenders failed to halt Black Diamond from completing the sale. The Chapter 11 Trustee and Black Diamond have filed rival repayment plans for GSC Group. The Trustee's Plan cautioned there can be no assurance that general unsecured creditor recoveries will not be higher or lower than the estimated recovery of between 42% and 84%. Black Diamond's Plan projects between 31% and 43% recovery. Court papers filed by Black Diamond indicate the Trustee's Plan provides 17% and 26% recovery. The confirmation hearing is set for Nov. 18, 2011. Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins, represent Black Diamond Capital Management, LLC, as counsel. HAMPTON ROADS: Files Form 10-Q, Incurs $26.5-Mil. Net Loss in Q3 ---------------------------------------------------------------- Hampton Roads Bankshares, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $26.49 million on $24.45 million of total interest income for the three months ended Sept. 30, 2011, compared with a net loss of $84.48 million on $29.49 million of total interest income for the same period during the prior year. The Company reported a net loss of $210.35 million on $122.20 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $201.45 million on $149.44 million of total interest income during the prior year. The Company also reported a net loss of $76.82 million on $77.91 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $176.07 million on $93.61 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $2.43 billion in total assets, $2.30 billion in total liabilities, and $135.67 million in total shareholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/u03p2v About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company said in its Form 10-Q for the Sept. 30, 2010 quarter that due to its financial results, the substantial uncertainty throughout the U.S. banking industry, and the Written Agreement the Company and BOHR have entered into, doubts existed regarding the Company's ability to continue as a going concern through the second quarter of 2010. However, management believes this concern has been mitigated by the initial closing of the Private Placement that occurred on Sept. 30, 2010. The 2010 results did not include a going concern qualification from Yount Hyde. HANMI FINANCIAL: Commences Public Offering of $70-Mil. Shares ------------------------------------------------------------- Hanmi Financial Corporation has commenced an underwritten public offering of approximately $70 million of its common stock. FBR Capital Markets & Co. will serve as the underwriter for this offering. The Company expects to grant the underwriter a 30-day option to purchase additional common stock, solely to cover over- allotments, if any. The Company intends to contribute a substantial portion of the net proceeds from the offering to Hanmi Bank as additional capital and to support future organic growth and future acquisition driven growth. The Company intends to retain the remaining net proceeds at the Company level for use as working capital and other general corporate purposes. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission and has become effective. This release will not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The public offering of the Company's common stock may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained by from FBR Capital Markets & Co., Prospectus Department, 1001 19th Street, North, Arlington, VA 22209, or by email at prospectuses@fbr.com. About Hanmi Financial Headquartered in Los Angeles, California, Hanmi Financial Corp. (Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company for Hanmi Bank, a state chartered bank with headquarters located at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles. Hanmi Bank provides services to the multi-ethnic communities of California, with 27 full-service offices in Los Angeles, Orange, San Bernardino, San Francisco, Santa Clara and San Diego counties, and a loan production office in Washington State. The Company reported a net loss of $88.01 million on $144.51 million of total interest and dividend income for the year ended Dec. 31, 2010, compared with a net loss of $122.27 million on $184.14 million during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $2.68 billion in total assets, $2.48 billion in total liabilities and $203.20 million in total stockholders' equity. Going Concern The Company is required by federal regulatory authorities to maintain adequate levels of capital to support its operations. Hanmi Bank is also required to increase its capital and maintain certain regulatory capital ratios prior to certain dates specified in a Final Order issued by the California Department of Financial Institutions. By July 31, 2010, the Bank was required to increase its contributed equity capital by not less than an additional $100 million and maintain a ratio of tangible stockholders' equity to total tangible assets of at least 9.0%. In addition, the Bank was also required to maintain a ratio of tangible stockholders' equity to total tangible assets of at least 9.5 percent at Dec. 31, 2010 and until the Final Order is terminated. As a result of the successful completion of the registered rights and best efforts offering in July 2010, the capital contribution requirement set forth in the Final Order was satisfied. However, the tangible capital ratio requirement set for in the Final Order has not been satisfied at Dec. 31, 2010. Further, should the Company's asset quality continue to erode and require significant additional provision for credit losses, resulting in added future net operating losses at the Bank, or should the Company otherwise fail to be profitable, the Company's capital levels will additionally decline requiring the raising of more capital than the amount currently required to satisfy the Company' agreements with its regulators. The Company said an inability to raise additional capital when needed or comply with the terms of the Final Order or the Written Agreement with the Board of Governors of the Federal Reserve System, raises substantial doubt about its ability to continue as a going concern. The Company's independent registered public accounting firm in their audit report for fiscal year 2010 has expressed substantial doubt about the Company's ability to continue as a going concern. Continued operations may depend on the Company's ability to comply with the regulatory orders the Company is subject to. HARRISBURG, PA: Heads Toward Appointment of State Receiver --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the city council in Harrisburg, Pennsylvania, called off a meeting that would have been held yesterday to adopt a financial rescue plan warding off a state takeover. American Bankruptcy Institute reports that the capital of Pennsylvania will let the state or a federal bankruptcy judge determine how it will get out of $318 million in debt after missing the last deadline on Monday to come up with a solution of its own. According to Mr. Rochelle, in the absence of a proposal acceptable to the state, the governor has the right to name a receiver whose appointment could be approved by a state court on Nov. 25. The bankruptcy court in Harrisburg will hold a hearing on Nov. 23 to consider a motion to dismiss the Chapter 9 municipal bankruptcy begun Oct. 11. Two days after the Chapter 9 filing, the state of Pennsylvania filed a motion to dismiss the case, contending it violates state law prohibiting a city of Harrisburg's size from filing bankruptcy before July 2012. The mayor is among those to appear in bankruptcy court on Nov. 23 to argue in favor of dismissal. Court papers say Pennsylvania's capital is $65 million in default on $242 million owing on bonds sold to finance an incinerator that converts trash to energy. The bonds are insured by Assured Guaranty Municipal Corp. About Harrisburg, PA The city of Harrisburg, in Pennsylvania, is coping with debt related to a failed revamp of an incinerator. The city is $65 million in default on $242 million owing on bonds sold to finance an incinerator that converts trash to energy. Four members of the City Council of Harrisburg on Oct. 11, 2011, authorized the filing of a Chapter 9 bankruptcy petition (Bankr. M.D. Pa. Case No. 11-06938) by the City of Harrisburg. Judge Mary D. France presides over the case. Mark D. Schwartz, Esq. -- markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve as counsel. The petition estimated $100 million to $500 million in assets and debts. Susan Wilson, the city's chairperson on Budget and Finance, signed the petition. The city council voted 4-3 on Oct. 11, 2011, to authorize the Chapter 9 municipal bankruptcy filing. The city claims to be insolvent, unable to pay its debt and in imminent danger of having tax revenue seized by holders of defaulted bonds. The city said in court papers it is in imminent jeopardy through six pending legal actions by creditors with respect to a number of outstanding bond issues relating to the Harrisburg Materials, Energy, Recycling and Recovery Facilities, which processes waste into steam and electrical energy. The owner and operator of the incinerator is The Harrisburg Authority, which is unable to pay the bond issues. The city is the primary guarantor under each bond issue. The lawsuits were filed by Dauphin County, where Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and Covanta Harrisburg Inc. Two days after the Chapter 9 filing on Oct. 11, the state of Pennsylvania filed a motion to dismiss the case as being unauthorized. Later, the state adopted a new law allowing the governor to appoint a receiver who may join those seeking dismissal. Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania have objected to the bankruptcy filing. Mayor Thompson is represented in the case by Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg, P.C. Counsel to the Commonwealth of Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor. HEARTLAND GOLF: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Heartland Golf Development II, LLC 14695 Inverness Street Olathe, KS 66061 Bankruptcy Case No.: 11-45246 Chapter 11 Petition Date: November 10, 2011 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Judge: Arthur B. Federman Debtor's Counsel: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, P.C. 4550 Belleview Ave. Kansas City, MO 64111 Tel: (816) 756-5800 Fax: (816) 756-1999 E-mail: ekrigel@krigelandkrigel.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 David Francis, managing member. HORIZON LINES: Expands Board of Directors to 11 Members ------------------------------------------------------- Horizon Lines, Inc., will expand its Board of Directors to 11 members from eight, effective Nov. 25, 2011. In conjunction with the expansion, seven new directors will be appointed and four of the existing eight directors will retire. The board changes and expansion are: * Jeffrey A. Brodsky, Kurt M. Cellar, Carol B. Hallett, James LaChance, Steven L. Rubin, Martin Tuchman and David N. Weinstein will join the board as independent directors. * The new directors will join Board Chairman Alex J. Mandl, William J. Flynn, Bobby J. Griffin and Stephen H. Fraser, who remains interim President and Chief Executive Officer of Horizon Lines. * Board members James G. Cameron, Vern Clark U.S.N. (Ret.), Norman Y. Mineta and Thomas P. Storrs will retire. "I want to express my heartfelt appreciation to our four retiring directors for their dedicated, exemplary and long-standing service to Horizon Lines," said Mr. Mandl. "I also welcome our new directors, whose extensive experience will serve us well as we move forward following the comprehensive refinancing of our entire capital structure last month." The seven new board members were nominated by the existing Board of Directors in consultation with certain of the Company's note holders, who funded the comprehensive $652.8 million refinancing on Oct. 5, 2011. The expanded board will be comprised of four Class I directors, four Class II directors and three Class III directors. The terms of Class I, II and III directors expire at the Company's annual meeting of stockholders in 2012, 2013 and 2014, respectively. New Directors Jeffrey A. Brodsky, Class I Director, is currently leading Quest Turnaround Advisors LLC in its role as Plan Administrator of Adelphia Communications Corporation and is Trust Administrator of the Adelphia Recovery Trust. Mr. Brodsky co-founded Quest, a financial advisory and restructuring firm in Rye Brook, NY, in 2000, and has been a Managing Director of Quest since that time. Mr. Brodsky is currently Chairman of the Board of Directors of AboveNet, Inc., and a director of Euramax International, Inc., and inMotion, Inc. He holds a Bachelor's degree from New York University College of Business and Public Administration, and a Master's degree from its Graduate School of Business. He is a Certified Public Accountant. Kurt M. Cellar, Class I Director, has been a self-employed consultant and board member since January 2008. From July 1999 through January 2008, he was a partner and Portfolio Manager at Bay Harbour Management, L.C. Prior to that, he was an associate at Remy Investors and Consultants, Inc., where he sourced and analyzed public and private investment opportunities. Prior to Remy, Mr. Cellar was an associate at LEK/Alcar Consulting Group, Inc., a strategic management consulting firm. Mr. Cellar currently serves on the boards of Angiotech Pharmaceuticals, Inc., Aventine Renewable Energy Holdings, Inc., Hawaiian Telecom Holdco, Inc., Six Flags Entertainment Corporation, U.S. Concrete, Inc., and Vertis Communications. Mr. Cellar received a Bachelor's degree in Economics and Business from the University of California, Los Angeles and an M.B.A. in Finance and Entrepreneurial Management from the Wharton School at the University of Pennsylvania. Carol B. Hallett, Class II Director, has been of counsel to the U.S. Chamber of Commerce since 2003. From 1995 to 2003, Mrs. Hallett was President and Chief Executive Officer of the Air Transport Association of America (ATA), the nation's oldest and largest airline trade association. Prior to joining the ATA, Mrs. Hallett served as senior government relations advisor with Collier, Shannon, Rill & Scott from 1993 to 1995. She has been a member of the Commercial Operations Advisory Committee of Customs & Border Protection, appointed by the Secretaries of Treasury and Homeland Security, since 2011. Mrs. Hallett has served as a member of the Board of Directors of Atlas Air Worldwide Holdings, Inc., and G4S Government Solutions (formerly Wackenhut Services, Inc.) since 2006, and Rolls Royce-North America since 2003. James LaChance, Class III Director, has been a director of FriendFinder Networks, Inc., since 2008. Since 2004, Mr. LaChance has served as the non-executive Chairman of the Board of Northern Offshore Ltd., a drilling and production services company. From July 2005 to February 2008, Mr. LaChance served as portfolio manager at Satellite Asset Management, L.P., an investment management fund in New York with approximately $7 billion under management. From 2002 to June 2005, he was a partner at Post Advisory Group LLC, an investment management firm in Los Angeles with $8 billion under management. Mr. LaChance began his career as an audit and management consultant for Arthur Andersen & Co. He graduated from Northeastern University with a Bachelor's degree in Business Administration and received an M.B.A. from the Stern School of Business at New York University. Steven L. Rubin, Class III Director, is Principal of InterPro Advisory LLC, a consulting practice serving the container shipping, intermodal and chassis markets. Between April 2008 and June 2011, Mr. Rubin was President and CEO of TRAC Intermodal, North America's largest chassis leasing company. He is also currently the Chairman of the Board of Directors of the Intermodal Association of North America, the premier trade association representing the combined interests of the intermodal freight industry. Prior to joining TRAC, Mr. Rubin spent 17 years at Kawasaki Kisen Kaisha, Inc. (K Line), Japan's third-largest shipping company, in a number of roles for North American operations. Mr. Rubin graduated from the University of Pennsylvania and the Wharton School with a B.A. in History and B.S. in Economics, respectively. He received his M.B.A. from the Stern School of Business at New York University, with a concentration in accounting, and obtained his Certified Public Accountant license in the state of New York. Martin Tuchman, Class II Director, is Chief Executive Officer of the Tuchman Group, which overseas holdings in real estate, banking and international shipping, and has headed Kingstone Capital V, a private investment group, since 2007. Since March 2011, Mr. Tuchman has served on the Board of Directors for Sea Cube Container Leasing Ltd. Since December 2008, Mr. Tuchman has served as the Vice Chairman of the First Choice Bank in Lawrenceville, N.J. In 1968, after helping develop the current standard for intermodal containers and chassis in connection with the American National Standards Institute, Mr. Tuchman co-founded Interpool, Inc., a leading container leasing business, which was sold to funds affiliated with Fortress Investment Group LLC, in 2007. In 1987, Mr. Tuchman formed Trac Lease, a chassis leasing company which was subsequently merged into Interpool, Inc. Mr. Tuchman holds a Bachelor of Science degree in Mechanical Engineering from the New Jersey Institute of Technology and an M.B.A. from Seton Hall University. David N. Weinstein, Class I Director, has served as a business consultant specializing in corporate restructurings since September 2008. Prior to this role, he served as Managing Director at Calyon Securities, a global provider of commercial and investment banking products and services for corporations and institutional clients, from March 2007 to August 2008. Prior to that, he was a consultant specializing in business reorganization and capital market activities. Mr. Weinstein has also served as a Managing Director and Head of High Yield Capital Markets at BNP Paribas, BankBoston Securities and Chase Securities, Inc., and head of the capital markets group in the high yield department at Lehman Brothers. Mr. Weinstein currently serves on the board of directors of Deep Ocean Group Holding AS, Georgia Gulf Corporation and Granite Broadcasting Corporation. He has previously served as Chairman of the Board of Pioneer Companies, Inc., and York Research Corporation, and as a director of Interstate Bakeries Corporation. Mr. Weinstein holds a Bachelor's degree from Brandeis University and a Juris Doctorate from the Columbia University School of Law. About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. The Company's balance sheet at Sept. 25, 2011, showed $677.4 million in total assets, $801.7 million in total liabilities, and a stockholders' deficit of $124.3 million. Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt Horizon Lines' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 26, 2010. The independent auditors noted that there is uncertainty that Horizon Lines will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. "The Company believes the Oct. 5, 2011 refinancing transactions more fully described in Note 18 to these financial statements have resolved the concern as to compliance with debt covenants throughout the remainder of 2011," the Company said in the filing. "In addition, the Company believes it will be in compliance with its debt covenants through 2012." Refinancing The Company was not in compliance with the maximum senior secured leverage ratio and the minimum interest coverage ratio under its Senior Credit Facility at the close of its third fiscal quarter ended Sept. 25, 2011. Non-compliance with these financial covenants constituted an event of default, which could have resulted in acceleration of the maturity. None of the indebtedness under the Senior Credit Facility or Notes was accelerated prior to the completion of a comprehensive refinancing on Oct. 5, 2011. The Senior Credit Facility and 99.3% of the 4.25% Convertible Senior Notes were repaid as part of the refinancing. In addition, as a result of the completion of the refinancing, the short-term obligations under the Senior Credit Facility, the Notes and the Bridge Loan have been classified as long-term debt. As a result of the efforts to refinance the Company's debt and the 2011 amendments to the Senior Credit Facility, the Company paid $17.3 million in financing costs and recorded a loss on modification of debt of $0.6 million during 2011. * * * As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Horizon Lines Inc. to 'SD' from 'CCC'. The rating action on Horizon Lines follow the company's decision to defer the interest payment on its $330 million senior convertible notes due August 2012, exercising the 30-day grace period. "Under our criteria, we view failure to make an interest payment within five business days after the due date for payment a default, regardless of the length of the grace period contained in an indenture," said Standard & Poor's credit analyst Funmi Afonja. HOST HOTELS: S&P Assigns 'BB+' Rating to $300-Mil. Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned Bethesda, Md.-based Host Hotels & Resorts L.P.'s proposed $300 million senior notes due 2021 its 'BB+' issue-level rating (two notches higher than its 'BB-' corporate credit rating on the company). "We also assigned this debt a recovery rating of '1', indicating our expectation of very high (90% to 100%) recovery for lenders in the event of a payment default," S&P said. "In conjunction with the proposed notes, Host announced that the company is currently negotiating an amended and restated senior revolving credit facility that is expected to allow for borrowings up to $1 billion (an increase of $400 million from Host's existing unrated facility) based on current lender commitments. The proposed new revolver (which we will not rate) will also release existing subsidiary guarantees and pledges of equity interests. Upon consummation of the proposed revolver, the proposed and existing senior notes and debentures indentures (together, the 'notes') will also release existing subsidiary guarantees and stock pledges under current provisions in the indentures that require the same guarantees and collateral provided to the revolving credit facility. Effectively, the proposed and existing notes will be unsecured. However, if Host's leverage ratio exceeds 6x for two consecutive fiscal quarters at a time when Host does not have an investment-grade long-term unsecured debt rating, the subsidiary guarantees and equity pledges will spring back into place in the proposed revolver and in the proposed and existing notes indentures. Given that our simulated default scenario for Host incorporates the assumption that the company's leverage ratio will be above 6x, our '1' recovery rating on existing notes remains unchanged," S&P related. "We expect the company to use the proceeds from the proposed notes issuance to redeem a portion of the $421 million outstanding of 2 5/8% exchangeable senior debentures due 2027 outstanding (which is subject to a put option in 2012). The remaining balance is expected to be redeemed using a combination of cash balances and drawings under Host's revolver," S&P related. All existing ratings on the company and its parent Host Hotels & Resorts Inc., including the 'BB-' corporate credit rating, remain unchanged. The rating outlook is stable. "The rating on Host reflects its highly leveraged financial risk profile, reliance on external sources of capital for growth as a REIT, the cyclical nature of the lodging industry, and the associated revenue and earnings volatility of the company's owned hotel portfolio," said Standard & Poor's credit analyst Emile Courtney. "The company's adequate liquidity profile, high-quality and geographically diversified hotel portfolio in the U.S., strong brand relationships, and experienced management team somewhat temper these risks and contribute to our view of the company's 'satisfactory' business risk profile. We believe continued moderate improvement in the U.S. lodging environment in 2012, as well as Host's relatively prudent use of equity capital to expand its hotel portfolio, will enable the company to improve credit measures over time to stay in line with the current rating." HUDSON HEALTHCARE: Hoboken Sale Stalled by Bankruptcy Moves Ahead ----------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a five-phase plan to transform an aging industrial zone in Hoboken into a bustling artistic hub is showing the first signs of life in more than three years. As reported in the Troubled Company Reporter on Nov. 9, 2011, the sale of New Jersey's oldest hospital to a for-profit medical group was finalized, capping several years of turmoil since the city of Hoboken raised $52 million in bonds to rescue the ailing facility in 2007. As reported in the Troubled Company Reporter on Oct. 31, 2011, the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey authorized Hudson Healthcare, Inc., to sell substantially all of its assets outside the ordinary course of business, to HUMC Holdco, LLC, and HUMC Opco, LLC. HUMC Holdco is a private group that also owns Bayonne Medical Center. The Court also authorized the Debtor to: 1. assume and assign certain of its executory contracts and unexpired leases; 2. sell "designation rights" in connection with certain of its executory contracts and unexpired leases; 3. reject all executory contracts and unexpired leases that are not assumed or designated; 4. reject collective bargaining agreements. The Court also approved a global settlement by and among the City of Hoboken, the Hoboken Municipal Hospital Authority, HUMC, and the Official Committee of Unsecured Creditors. About Hudson Healthcare Hudson Healthcare Inc. is the nonprofit operator of Hoboken University Medical Center in Hoboken, New Jersey. Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets and debt of less than $50 million. Affiliate Hoboken Municipal Hospital Authority also sought Chapter 11 protection. Attorneys at Trenk, Dipasquale, Webster, et al., serve as counsel to the Debtor. Daniel McMurray, the patient care ombudsman, has tapped Neubert, Pepe & Monteith P.C. as his counsel effective Aug. 25, 2011. The Official Committee of Unsecured Creditors of Hudson Healthcare has retained Sills Cummis & Gross P.C. as its counsel, nunc pro tunc to Aug. 12, 2011. HUSSEY COPPER: Tilton's Patriarch Wins Bidding With $107MM Offer ---------------------------------------------------------------- Liz Hoffman at Bankruptcy Law360 reports that Patriarch Partners, the buyout firm of distressed debt mogul Lynn Tilton, scooped up Hussey Copper Inc. for $107.8 million Monday in a nine-hour, 34-round auction, according to an adviser to the sale, though objections to the bid started flowing in immediately. According to Law360, J. Scott Victor, managing director of SSG Capital Advisors LLC, said Patriarch subsidiary Libertas Copper LLC outbid four others, including industry player Kataman Metals LLC and rival private equity firm KPS Capital Partners LP, to land Hussey. A Kataman affiliate, KHC Acquisition LLC, served as stalking horse bidder, offering $88.7 million for the assets. KHC Acquisitions is represented in the case by David D. Watson, Esq., and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland. About Hussey Copper Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of the leading manufacturers of copper products in the United States. Hussey Copper was founded in Pittsburgh in 1848. The Company and its affiliates, which operate one manufacturing facility in Leetsdale and two facilities in Eminence, Kentucky, manufacture "a wide range of value-added copper products and copper-nickel products. The Company has more than 500 full-time employees. Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del. Case No. 11-13010) on Sept. 27, 2011. Five other affiliates also filed separate petitions (Case Nos. 11-13012 to 11-13016). Hussey Copper Ltd. estimated $100 million to $500 million in assets and debts. Hussey Copper Corp. estimated up to $50,000 in assets and up to $100 million in debts. Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the Debtors. Donlin Recano & Company Inc. is the claims and notice agent. An official creditors' committee with seven members was appointed. Lowenstein Sandler PC serves as the committee counsel. Counsel to PNC Bank NA, as lender, issuer and agent for the Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, serves as counsel. INDEPENDENCE TAX IV: Posts $302,700 Net Loss in Sept. 30 Quarter ---------------------------------------------------------------- Independence Tax Credit Plus L.P. IV filed its quarterly report on Form 10-Q, reporting a net loss of $302,719 on $1.4 million of revenues for the three months ended Sept. 30, 2011, compared with a net loss of $336,164 on $1.3 million of revenues for the same period of the prior fiscal year. The Company had a net loss of $626,871 on $2.7 million of revenues for the six months ended Sept. 30, 2011, compared with a net loss of $778,544 on $2.6 million of revenues for the six months ended Sept. 30, 2010. The Partnership's balance sheet at Sept. 30, 2011, showed $19.2 million in total assets, $37.6 million in total liabilities, and a partners' deficit of $18.4 million. A copy of the Form 10-Q is available for free at: http://is.gd/GQ4xSd About Independence Tax IV Headquartered in New York, Independence Tax Credit Plus L.P. IV is a limited partnership which was formed under the laws of the State of Delaware on Feb. 22, 1995. The general partner of the Partnership is Related Independence L.L.C., a Delaware limited liability company. Centerline Holding Company is the ultimate parent of Centerline Affordable Housing Advisors LLC, the managing member of Related Independence L.L.C. The Partnership's business is primarily to invest in other partnerships owning leveraged apartment complexes that are eligible for the low-income housing tax credit enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. The Partnership had originally acquired limited partnership interests in fourteen subsidiary partnerships, all of which have been, or were, consolidated. The Partnership is currently in the process of developing a plan to dispose of all its investments. INDIANAPOLIS DOWNS: Lender Group Urges Firm to Sell Assets --------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a group of gambling company Indianapolis Downs LLC's second-lien lenders says it wants the company to consider selling its assets, and it intends to submit an offer to buy the company by the end of the month, subject to a bankruptcy-court auction. About Indianapolis Downs Indianapolis Downs LLC operates Indiana Live -- http://www.indianalivecasino.com/-- a combined race track and casino at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. In July 2001, Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375,000,000 on secured notes and $72,649,048 on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Lazard Freres & Co. LLC is the investment banker. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is the restructuring services provider. Epiq Bankruptcy Solutions is the claims and notice agent. INTERNATIONAL ENVIRONMENTAL: Case Summary & Creditors List ---------------------------------------------------------- Debtor: International Environmental Solutions 25685 Sherman Road Menifee, CA 92585 Bankruptcy Case No.: 11-44755 Chapter 11 Petition Date: November 11, 2011 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Wayne E. Johnson Debtor's Counsel: Howard S. Levine, Esq. CYPRESS, LLP 11111 Santa Monica Boulevard, Suite 500 Los Angeles, CA 90025 Tel: (424) 901-0146 Fax: (424) 750-5100 E-mail: howard@cypressllp.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Gary Allen, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Four Daughter Family, LLC -- $565,000 150 Ocean Park Boulevard, No. 326 Santa Monica, CA 90405 Scott Brown -- $325,000 Alston, Alston & Diebold 5 Hutton Center Drive, #900 Santa Ana, CA 92707 Fish and Associates -- $275,000 2603 Main Street, Suite 1000 Irvine, CA 92614 AS-1 International -- $250,000 101 Convention Center Drive, Suite 700 Las Vegas, NV 89109 Tom Wunderlich -- $217,214 Joana DiPaolo -- $160,000 Edna Coogan -- $150,000 Steve Thompson -- $150,000 E. Papacostas -- $125,925 Kerry Hagen -- $125,000 Linda Babb -- $110,000 Robert Staats -- $100,000 Morris Liberati -- $100,000 Peg Moline -- $100,000 Ecological Solutions -- $99,925 Riverside County -- $94,216 Law Office of K.M. Neiswender -- $92,115 Dave Piggot -- $71,000 Fernandeo Ruiz -- $68,825 Carolina Energy Development, LLC -- $60,000 JAMESON INN: Court Okays Epiq as Claims & Noticing Agent -------------------------------------------------------- JER/Jameson Mezz Borrower I LLC sought and obtained permission from the Bankruptcy Court to employ Epiq Bankruptcy Solutions, LLC, as its noticing, claims and balloting agent. The Debtors anticipate that there are hundreds of creditors and other parties-in-interest holding claims against the Debtors' estates who require notice of various matters, and in particular, the meeting of creditors pursuant to section 341 of the Bankruptcy Code and the deadlines for filing proofs of claim. In addition, many of these parties may file proofs of claim and cast ballots with respect to a liquidating or other plan. As claims, noticing and balloting agent, Epiq will, among other things: (a) prepare and serve required notices in the Debtors' Chapter 11 cases, including: -- the notice of the commencement of these Chapter 11 Cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; -- notice of any auction sale hearing; -- notice of the claims bar date; -- notice of hearings on a disclosure statement and confirmation of a plan of reorganization; and -- other miscellaneous notices to any entities, as the Debtors or the Court may deem necessary for an orderly administration of these bankruptcy cases. (b) after the mailing of a particular notice, file with the Clerk's office a certificate or affidavit of service that includes a copy of the notice involved, a list of persons to whom the notice was mailed and the date and manner of mailing; (c) maintain copies of all proofs of claim and proofs of interest filed; (d) maintain official claims registers, including, among other things, following information for each proof of claim or interest; (e) assist the Debtors with administrative tasks in the preparation of their bankruptcy Schedules and Statements, including the creation and administration of a claims database based upon a review of the claims against the Debtors' Schedules; (f) implement necessary security measures to ensure the completeness and integrity of the claims registers; (g) transmit to the Clerk's office a copy of the claims register on a monthly basis, unless requested by the Clerk's Office on a more or less frequent basis; or, in the alternative, make available the claims register on-line; and (h) maintain an up-to-date mailing list for all entities that have filed a proof of claim, or proof of interest, or notice of appearance, which list shall be available upon request of a party in interest or the Clerk's office. Epiq will be paid according to its standard compensation set in the parties' agreement. Joseph N. Wharton of Epiq has assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to both Debtors. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JAMESON INN: Taps Houlihan Lokey as Investment Banker ----------------------------------------------------- JER/Jameson Mezz Borrower I LLC asks the U.S. Bankruptcy Court for the District of Delaware for authority to employ Houlihan Lokey Howard & Zukin Capital Inc. as its investment banker. Among other things, the firm will: (a) assist the Company in the development and distribution of selected information, documents and other materials, including, if appropriate, advising the Company in the preparation of an offering memorandum; (b) assist the Company in evaluating indications of interest and proposals regarding any transactions from current and/or potential lenders, equity investors, acquirers and/or strategic partners; (c) assist the Company with the negotiation of any Transactions including participating in negotiations with creditors and other parties involved in any Transactions; and (d) provide expert advice and testimony regarding financial matters related to any Transactions(s), if necessary. The firm will be paid under the terms of the Engagement Letter as follows: * Monthly Fee: Upon the first monthly anniversary of the effective date of the Engagement Letter, and on every monthly anniversary of the Effective Date during the term of this Agreement, the Company will pay Houlihan Lokey in advance, without notice or invoice, a non- refundable cash fee of $125,000. * Transaction Fee: (a) Restructuring Transaction Fee: In addition to all other fees, Houlihan Lokey will earn, upon completion of a Restructuring Transaction, a fee equal to $2,250,000. The Restructuring Transaction Fee will be increased 20% if the Debtors consummate a Restructuring Transaction Pursuant to a "prearranged" or "prepackaged" plan in which the Restructuring Transaction is approved by the Court in not more than six months from the Petition Date. (b) Sale Transaction Fee: In addition to all other fees, Houlihan Lokey will earn, upon the closing of each Sale Transaction, a cash fee equal to the Restructuring Transaction Fee plus incremental fees of 2%, 4% and 6% over AGC thresholds to be negotiated in good faith. If more than one Sale Transaction is consummated, Houlihan Lokey will be compensated based on AGC from all Sale Transactions, calculated in the manner set forth above, subject, however, to a minimum Sale Transaction Fee of $500,000 per Transaction. (c) Financing Transaction Fee: In addition to all other fees, Houlihan Lokey will earn, upon the closing of each Financing Transaction, a cash fee equal to the sum of: (I) 1.5% of the gross proceeds of any indebtedness raised or committed that is senior to other indebtedness of the Company, secured by a first priority lien and unsubordinated, with respect to both lien priority and payment, to any other obligations of the Company (other than with respect to debtor-in-possession financing); (II) 3.0% of the gross proceeds of any indebtedness raised or committed that is secured by a lien (other than a first lien), is unsecured and/or is subordinated; and (III) 4.5% of the gross proceeds of all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed. Any warrants issued in connection with the raising of debt or equity capital shall, upon the exercise thereof, be considered equity for the purpose of calculating the Financing Transaction Fee, and such portion of the Financing Transaction Fee will be paid upon such exercise and from the gross proceeds thereof, regardless of any prior termination or expiration of this Agreement. It is understood and agreed that if the proceeds of any such Financing Transaction are to be funded in more than one stage, Houlihan Lokey will be entitled to its applicable compensation hereunder upon the closing date of each stage. The Financing Transaction Fee(s) will be payable in respect of any sale of securities whether such sale has been arranged by Houlihan Lokey, by another agent (or other issuer of the Securities in such Financing Transaction) or directly by the Company. Any non-cash consideration provided to or received in connection with the Financing Transaction (including but not limited to intellectual or intangible property) will be valued for purposes of calculating the Financing Transaction Fee as equaling the number of Securities issued in exchange for such consideration multiplied by (in the case of debt securities) the face value of each such Security or (in the case of equity securities) the price per Security paid in the then current round of financing. The fees set forth herein will be in addition to any other fees that the Company may be required to pay to any Investor or other purchaser of Securities to secure its financing commitment. Houlihan Lokey will earn, and the Company will thereupon pay immediately and directly from the gross proceeds of such Financing Transaction, a Financing Transaction Fee for any debtor-in-possession financing that is raised. Prior to the Petition Date, Houlihan Lokey received $125,000 as the Initial Fee under the Engagement Letter. As of the Petition Date, Houlihan Lokey did not hold a pre-petition claim against the Debtors. To the best of the Debtor's knowledge, the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to both Debtors. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JEFFERSON COUNTY: Judge Bennett to Decide on Fate in December ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the municipal bankruptcy for Jefferson County, Alabama, is in the hands of Thomas B. Bennett, the chief U.S. bankruptcy judge for the Northern District of Alabama. There will be a hearing in December for approval of the bankruptcy petition and determination that the county is eligible for Chapter 9. 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. 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. J.J. BESKE: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------- Debtor: J.J. Beske Holdings, LLC 8951 West 36th Street St. Louis Park, MN 55426 Bankruptcy Case No.: 11-47338 Chapter 11 Petition Date: November 10, 2011 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Nancy C. Dreher Debtor's Counsel: Ann P. Johnson, Esq. MLG BANKRUPTCY GROUP LLC 7241 Ohms Ln Ste 240 Edina, MN 55439 Tel: (952) 841-0000 E-mail: ajohnson@morrislawmn.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb11-47338.pdf The petition was signed by Jeffrey L. Beske, chief manager. JOEL FRANCK: Court Won't Review Prior Ruling on Putnam Claim ------------------------------------------------------------ Bankruptcy Judge Lewis M. Killian, Jr., denied motions by Joel and Rachel Franck to reconsider Claims #12, 13, and 14 filed by Putnam Leasing Company I LLC. The Francks seek to have the Court disallow a portion of Putnam Leasing's claims as either a mis- calculation or as an unenforceable penalty. The Debtors originally objected to Claims # 12, 13 and 14 as untimely filed and the Court entered an order allowing the claims on May 13, 2010. The Debtors then filed objections to the three claims on the basis that the claims were unclear and the amounts listed were incorrect. After Putnam Leasing and the Debtors reached a settlement, the Debtors withdrew their objections to Claims #12 and 13. An agreed order on the objection to Claim #14 was entered on Sept. 15, 2010, allowing the claim at the parties' stipulated amount. After the Debtors' Chapter 11 plan was confirmed on Nov. 23, 2010, the Debtors filed Motions to Reconsider the three claims. According to Judge Killian, because the Debtors withdrew the objections to Claims #12 and 13, the only objection on which an order was entered by the Court was to Claim #14. Thus, the Court has no orders to reconsider as to Claims #12 and 13. Additionally, these claims are deemed allowed because there was no objection as to the amount of the two claims prior to plan confirmation and any further objection is barred pursuant to In re Justice Oaks II, Ltd., 898 F.2d 1544 (11th Cir. 1990). In that case, the 11th Circuit held that a party waives the right to object to a claim by failing to do so prior to confirmation of a Chapter 11 plan. Dr. Franck entered into the open end lease with Putnam Leasing in January 2009. The lease was for a 2004 Ferrari, and the later default under the contract serves as the basis for the claim. A copy of the Court's Nov. 10, 2011 Order is available at http://www.leagle.com/xmlResult.aspx?xmldoc=In%20BCO%2020111114427 .xml&docbase=CSLWAR3-2007-CURR from Leagle.com. Joel I. Franck and Rachel Franck filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 09-50616) in 2009. KH FUNDING: U.S. Trustee Has More Time to Challenge Lawyer Fees --------------------------------------------------------------- Gordon, Feinlatt, Rothman, Hoffberger & Hollander, LLC, as counsel for KH Funding Company and the United States Trustee for Region 4 have agreed to extend the time upon which the U.S. Trustee can file his comments or objections to the Third Application of Gordon Feinblatt for Interim Allowance of Compensation For Services Rendered and Reimbursement of Expenses Incurred as Counsel to the Debtor from June 1, 2011 Through September 30, 2011. The U.S. Trustee may have up to and including Dec. 2, 2011, to file a comment, objection or other responsive pleading to the Third Fee Application. A copy of the stipulation dated Nov. 15 signed by Bankruptcy Judge Thomas J. Catliota is available at http://is.gd/6maI8tfrom Leagle.com. Jeanne M. Crouse, Esq. -- in Greenbelt, Maryland, Ph: (301) 344- 6219, Fax: (301) 344-8431, Email: jeanne.m.crouse@usdoj.gov -- represents W. CLARKSON McDOW, JR., U.S. Trustee for Region 4. About KH Funding Company Silver Spring, Maryland-based KH Funding Company is a Maryland corporation whose business activities consisted primarily of originating, acquiring, and servicing mortgage loans. Specifically, KH Funding originated commercial real estate mortgage loans and investment property residential mortgage loans and also purchased residential first and second mortgage loans from other lenders. These lending activities have been concentrated primarily in the greater Washington, D.C. and Baltimore areas. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com -- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers at McGuireWoods LLP as co-counsel. The Committee has tapped BDO Consulting, a division of BDO USA, LLP, as its financial advisor. KH Funding Company and its Official Committee of Unsecured Creditors filed a proposed Joint Plan of Liquidation for KH and an explanatory disclosure statement. Under the Plan, BDO Consulting will be appointed Plan Administrator and primarily implement an orderly liquidation of the Debtor's assets. KH FUNDING: Taps Alfa Realty as Listing Agent for Alabama Property ------------------------------------------------------------------ KH Funding Company, asks the U.S. Bankruptcy Court for the District of Maryland Alfa Realty, Inc. as listing agent and real estate broker. Pursuant to a Plan of Liquidation, the Debtor will sell assets including the real properties owned by the Debtor. Alfa Realty is the listing broker for 3935 Southmont Drive, Montgomery, Alabama. The property was listed with Alfa Realty for 542 days and has been shown approximately 8 times. Alfa Realty was able to find a buyer, John D. Hall, who is ready, willing and able to purchase the property for $3,500, which the Debtor believes is the fair value of the property. Linda Marshall of Alfa Realty is the listing agent. The original agreed to commission for the property was $2,000, but Alfa Realty agreed to reduce the commission to $1,500 to enable the Debtor to receive a greater share of the sale proceeds. Ms. Marshall of Alfa Realty was the agent for both the buyer and the Debtor for the proposed sale of the Property. On Oct. 20, 2011, the Debtor requested for authorization to sell real property located at 3935 Southmont Drive, Montgomery, Alabama. The Debtor required the services of Alfa Realty to market the property. To the best of the Debtor's knowledge, Alfa Realty is a "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About KH Funding Company Silver Spring, Maryland-based KH Funding Company is a Maryland corporation whose business activities consisted primarily of originating, acquiring, and servicing mortgage loans. Specifically, KH Funding originated commercial real estate mortgage loans and investment property residential mortgage loans and also purchased residential first and second mortgage loans from other lenders. These lending activities have been concentrated primarily in the greater Washington, D.C. and Baltimore areas. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq., at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers at McGuireWoods LLP as co-counsel. The Committee has tapped BDO Consulting, a division of BDO USA, LLP, as its financial advisor. As reported in the TCR on Oct. 3, 2011, KH Funding Company and the Official Committee of Unsecured Creditors filed a proposed Joint Plan of Liquidation for KH and an explanatory disclosure statement. The Plan provides that the Debtor's assets will be liquidated in an orderly manner, including sales of real property owned by the Debtor. KH FUNDING: Taps RE/MAX Allegiance, RE/MAX Sails as Listing Agents ------------------------------------------------------------------ KH Funding Company, asks the U.S. Bankruptcy Court for the District of Maryland for permisson to employ Allegiance Realty Partners, doing business as REMAX Allegiance and RE/MAX Sails, Inc., as listing agents and real estate brokers. Inc., for the sale of real property. Pursuant to a Plan of Liquidation, the Debtor will sell assets including the real properties owned by the Debtor. The Debtor relates that it requires the services of RE/MAX Allegiance and RE/MAX Sails to market the Morris Road Property and the Fleet Street Property. Re/MAX Allegiance is the listing broker for 1487 Morris Road, SE, Washington, DC. The Morris Street Property is owned by the Debtor. As the listing broker for the Debtor, RE/MAX Allegiance showed the property over 80 times and was able to procure a purchaser for the Morris Street Property. If the sale closes, it is anticipated that the Debtor will receive proceeds in the approximate amount of $113,900. The contract for the sale of the Morris Street Property provides for a 5% commission to be split between the Debtor's broker, Ressie Wallace Wilson of RE/MAX Allegiance and the buyer's broker, Ardella Powell of Long & Foster Real Estate, Inc. The Debtor relates that on Oct. 21, 2011, the Court entered an order authorizing the Debtor to proceed with the sale of the Morris Street Property -- real property located at 1487 Morris Road, S.E. Washington, D.C. -- but required the broker's fees to be subject to an order approving the broker and further order of the Court. RE/MAX Sails is the listing broker for 2400 Fleet Street, Baltimore, Maryland. As the listing broker for the Debtor, RE/MAX Sails showed the Fleet Street Property 68 times and was able to procure a buyer for the Fleet Street Property. The listing agreement for the Fleet Street Property provides for a 5.5% commission to be split between the Debtor's broker, Chris Cooke of RE/MAX Sails and the buyer's broker, Powell of Long & Foster Real Estate, Inc. On Sept. 27, 2011, the Debtor requested for authorization to sell real property located at 2500 Fleet Street, Baltimore, Maryland. To the best of the Debtor's knowledge, RE/MAX Allegiance and RE/MAX Sails are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. About KH Funding Company Silver Spring, Maryland-based KH Funding Company is a Maryland corporation whose business activities consisted primarily of originating, acquiring, and servicing mortgage loans. Specifically, KH Funding originated commercial real estate mortgage loans and investment property residential mortgage loans and also purchased residential first and second mortgage loans from other lenders. These lending activities have been concentrated primarily in the greater Washington, D.C. and Baltimore areas. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq., at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers at McGuireWoods LLP as co-counsel. The Committee has tapped BDO Consulting, a division of BDO USA, LLP, as its financial advisor. As reported in the TCR on Oct. 3, 2011, KH Funding Company and the Official Committee of Unsecured Creditors filed a proposed Joint Plan of Liquidation for KH and an explanatory disclosure statement. The Plan provides that the Debtor's assets will be liquidated in an orderly manner, including sales of real property owned by the Debtor. KH FUNDING: Bradley Swallow Wants to Resign as Counsel ------------------------------------------------------ Bradley J. Swallow, Esq., at Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC, asks the U.S. Bankruptcy Court for the District of Maryland for permission to withdraw as counsel of KH Funding Company. Mr. Swallows tells the Court that, effective Oct. 18, 2011, he resigned as a member of the firm. Accordingly, he no longer represents the Debtor. According to Mr. Swallow, Gordon Feinblatt along with certain of its member attorneys, including Lawrence D. Coppel, Esq., continues to serve as counsel to the Debtor, and the Debtor's interests continue to be adequately represented by Mr. Feinblatt and the firm's members. About KH Funding Company Silver Spring, Maryland-based KH Funding Company is a Maryland corporation whose business activities consisted primarily of originating, acquiring, and servicing mortgage loans. Specifically, KH Funding originated commercial real estate mortgage loans and investment property residential mortgage loans and also purchased residential first and second mortgage loans from other lenders. These lending activities have been concentrated primarily in the greater Washington, D.C. and Baltimore areas. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq., at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers at McGuireWoods LLP as co-counsel. The Committee has tapped BDO Consulting, a division of BDO USA, LLP, as its financial advisor. As reported in the TCR on Oct. 3, 2011, KH Funding Company and the Official Committee of Unsecured Creditors filed a proposed Joint Plan of Liquidation for KH and an explanatory disclosure statement. LEVEL 3: Registers 10MM Common Shares Issuable Under Stock Plan --------------------------------------------------------------- Level 3 Communications, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register up to 10,000,000 shares of the the Company's common stock, par value $0.01 per share, that may be issued under the Level 3 Communications, Inc., Stock Plan, which was amended in May 2010 and May 2011 to, among other things, increase the number of shares of Common Stock reserved for issuance thereunder by 10,000,000 shares in the aggregate, which amendments were approved by the Company's stockholders at the Company's annual meetings of stockholders held on May 20, 2010, and May 19, 2011, respectively. In addition, this Registration Statement is filed by the Company to register up to 665,608 shares of Common Stock that may be issued under the 2003 Global Crossing Limited Stock Incentive Plan to individuals who were not employed by or directors of the Company or its subsidiaries at the effective time of the Amalgamation. On Oct. 4, 2011, Global Crossing Limited amalgamated with a wholly owned subsidiary of the Company. In connection with the Amalgamation, at the effective time of the Amalgamation, the Company assumed sponsorship of the Global Crossing Plan, which was amended to provide for the issuance of Common Stock. A full-text copy of the Form S-8 is available for free at: http://is.gd/S3Z3Ig About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Sept. 30, 2011, showed $9.25 billion in total assets, $9.77 billion in total liabilities and a $523 million total stockholders' deficit. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LINDER'S FURNITURE: Closing All Locations; GOB Sales Begin ---------------------------------------------------------- Linder's Furniture is closing its doors for good. Going-out-of- business sales will begin on Thursday, Nov. 17, 2011 at all eight Linder's Furniture stores, two Linder's Clearance Centers and their one higher-end Legacy Furniture Store in Rancho Mirage. The sales will continue until the entire inventory is sold. More than $20 million worth of furniture, mattresses and accessories will be marked down. Consumers who arrive first will find the greatest values amongst the broadest selection of merchandise, including sofas, chairs, tables, home theater seating, entertainment centers, beds, desks, handmade oriental rugs, and more. On Nov. 2, 2011, Linder's Furniture entered into a General Assignment for the Benefit of Creditors under California law, an alternative to bankruptcy. As of today, Linder's has made the difficult decision to close its doors. "Despite our best efforts, these turbulent times have left us with no choice but to wind down our operations. We believe this decision is in the best interest of our customers, employees and creditors," stated Eric Foucrier, President of Linder's Furniture. Philip Linder, Chairman of Linder's Furniture, commented, 'sadly, this marks the end of our 31-year history. We very much appreciate the loyalty our customers have shown us over the years. As a final 'thank you,' we encourage them to take advantage of these incredible values, especially as the holiday season is about to begin." The going-out-of-business sale is being managed by a joint venture between Gordon Brothers Group, LLC, a global advisory, lending and investment firm and APJL Consulting, LLC, a liquidation firm specializing in home furnishing retail stores. All sales made after Nov. 2, 2011 are final. Returns made on merchandise purchased prior to Nov. 2, 2011 will be handled in compliance with the existing Linder's return policy. Terms of payment include Visa, MasterCard, Discover, American Express, Approved or Certified Checks, and Cash. All other forms of payment, past or present, are no longer accepted including financing, Linder's Furniture Credit Card, store credits, gift certificates, and/or any other coupons issued. "With the discounts that consumers will be getting on the furniture, we expect the merchandise to sell out fast. We encourage customers to shop early when the broadest selection of merchandise is available," said Tim Shilling, Vice President, Gordon Brothers Group. About Gordon Brothers Founded in 1903, Gordon Brothers Group, LLC -- http://www.gordonbrothers.com/-- is a global advisory, restructuring and investment firm specializing in the retail, consumer products, industrial and real estate sectors. Gordon Brothers Group maximizes value for both healthy and distressed companies by purchasing or selling all categories of assets, appraising assets, providing debt financing, making private equity investments, and operating businesses for extended periods. Gordon Brothers Group conducts over $50 billion in transactions and appraisals annually. Founded in 1980 by Phil Linder, Linder's Furniture is a premier furniture and design showcase in Southern California. With 10 conveniently located showrooms, Linder's consistently offers the best selection of high-quality home furnishings, mattresses and home theater products at the guaranteed lowest prices. MF GLOBAL: Sold $1.5BB in Euro Debt at Loss Pre-Bankruptcy ---------------------------------------------------------- Aaron Lucchetti, writing for The Wall Street Journal, reports that a person familiar with the matter said MF Global Holdings Ltd. sold about $1.5 billion of its European sovereign-debt holdings just before the bankruptcy filing. The sales came largely after MF Global reported a surprisingly steep quarterly loss Oct. 25 and added up to more than 20% of MF Global's total exposure of $6.3 billion as of Sept. 30. WSJ relates that according to a person familiar with the trades, the company sold the positions at a loss. The size of the losses couldn't be determined. The source told the Journal that the remaining $4.8 billion in sovereign-debt positions that weren't sold were turned over to MF Global's bankruptcy administrator in the U.K. According to that source, the administrator, KPMG, took control of the leftover bets because the trades were cleared in London. The Journal says MF Global's overall portfolio was tied to the bonds of countries such as Italy, Portugal and Spain. As of Sept. 30, more than half of the trades were based on Italian sovereign bonds. Most of the securities firm's bets on European sovereign debt were due to mature in 2012. MF GLOBAL: Commodity Markets Trading Drop Due to Bankruptcy Filing ------------------------------------------------------------------ Jerry A. DiColo, writing for Dow Jones Newswires, reports that trading volumes remain depressed across several commodity markets one week after the collapse of MF Global Holdings Ltd. Dow Jones says crude oil, gold and wheat futures in the U.S. have seen a drop in the number of contracts changing hands over the past week. Some former MF Global customers are waiting for their accounts to be unfrozen so they can resume trading. Others with access to the trading floor also have stepped back, worried about market distortions that could emerge due to the events of the past week. Dow Jones notes that almost instantly after MF Global's filing, traders on U.S. futures exchanges with accounts at MF Global found they were unable to buy and sell futures and options. Some on the exchange floors of Chicago and New York were physically barred from trading pits. According to Dow Jones: -- Crude-oil volume on the New York Mercantile Exchange has been more than 20% lower than its 200-day average for four of the last six trading days. -- Gold-futures volume on the Comex has been under the 200-day moving average every trading day since MF Global's collapse, falling 52% below that level Monday. -- Wheat futures have fallen as much as 36% below the same level last week and remained below the average throughout the period until a surge in trading Monday. Dow Jones relates investors and market watchers said the uncertainty in Europe also has hurt many markets not traditionally tied to global economic events, and traders focused on traditional factors like weather or harvests have reduced some bets. MF Global was one of the largest clearing firms in the U.S., holding $5.5 billion in trading accounts. A clearing firm works with exchanges to ensure markets operate smoothly, holding client funds and posting collateral to back up trades. According to Dow Jones, even though exchange operator CME Group Inc. and the bankruptcy trustee have said they are working to get the accounts unfrozen by Tuesday evening, thousands of traders who used MF Global to clear trades have been locked out of the market for more than a week. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. 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: Harris Bank Tagged in Missing Client Funds ----------------------------------------------------- Matthew Goldstein, Lauren Tara LaCapra, David Henry and Jennifer Ablan at Reuters reported that Harris Bank, a division of the Bank of Montreal, is emerging as a starting point in the investigation by federal authorities, who are trying to determine what happened to more than $600 million in MF Global customer money that remains unaccounted for eight days after the firm collapsed in bankruptcy. A Harris Bank branch office in downtown Chicago was the main repository for money from many of MF Global's 150,000 customers, according to customers and representatives with smaller investment firms that introduced clients to the New York-based brokerage, the report said. A person familiar with a preliminary investigation by the Federal Bureau of Investigation told Reuters that one of the things authorities are looking into is what happened with the customer money held in segregated accounts at Harris Bank. A segregated account is a separate account used by brokers to keep their customers' money separate from the firm's money, Reuters said. A spokesman for Harris Bank told Reuters that the bank is prohibited by confidentiality laws from discussing the customer accounts. Lawyers representing Harris Bank in the MF Global bankruptcy did not return a phone call or e-mail seeking comment, Reuters said. Kent Jarrell, a spokesman for James Giddens, the New York attorney approved by the bankruptcy court to oversee the liquidation of MF Global Inc., said: "the trustee is aware that some MF Global Inc customer funds went through Harris Bank." 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: Grant Park Transfers Trading Positions ------------------------------------------------- MF Global Holdings Ltd., the parent of MF Global Inc., one of the clearing brokers of Grant Park Futures Fund Limited Partnership, filed for bankruptcy protection under Chapter 11 of the U.S. bankruptcy laws on November 1, 2011. Three of Grant Park's 12 commodity trading advisors executed a portion of their trading activity through MF Global. In the aggregate, the assets of Grant Park allocated to these CTAs and previously cleared through MF Global represent approximately 2.3%, or approximately $20 million, of Grant Park's total assets. As of September 30, 2011, Grant Park had total assets of $885.65 million. None of these traders executed any Forex trading through the firm. On October 31, 2011, Grant Park established customer segregated accounts at Jefferies Bache LLC, an affiliate of Jefferies & Company, and the trading positions previously established at MF Global are currently in the process of being transferred to Jefferies. As a result, Grant Park's CTAs will continue to trade those positions with Jefferies. Grant Park's other clearing brokers, Newedge USA LLC and UBS Securities LLC, continue to clear trades for Grant Park in the normal course. Approximately 2.3% of Grant Park's cash remains at MF Global and is held in U.S. Treasury bills in customer segregated or secured accounts. MF Global's regulators, including the Commodity Futures Trading Commission, have suspended the transfer of all cash positions from MF Global until they can determine the issues relating to the ultimate bankruptcy of that firm. Dearborn Capital Management, LLC, Grant Park's general partner, continues to monitor the situation relating to MF Global and to work with the firm to facilitate the orderly transfer of all of Grant Park's existing cash balances currently held at MF Global to Jefferies. To request more information, please contact Tony Kono at 973-850- 7323 or tkono@jcprinc.com About Grant Park Funds Grant Park Funds is a leader in the managed futures mutual fund industry with $1 billion in assets under management. Founded in 1989 by veteran CBOT trader David Kavanagh, Grant Park helps investors diversify their portfolios by offering exposure to managed futures through a transparent mutual fund. The Grant Park Futures Fund is a publicly-offered, multi-advisor managed futures fund registered under the Securities Act of 1933. Headquartered in Chicago, Grant Park Funds has one of the longest, most distinguished track records in the history of the managed futures fund industry. For more information, visit http://www.grantparkfunds.com/ CONTACT: Tony Kono JCPR Tel: 973-850-7323 E-mail: tkono@jcprinc.com About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Inc. and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: National Inflation Releases Statement on Missing Funds ----------------------------------------------------------------- The National Inflation Association issued the following special alert to its NIA members: NIA's most popular guest who has been featured in many of NIA's previous documentaries is Gerald Celente, President of the Trends Research Institute and editor of the Trends Journal, which you can subscribe to by going to http://www.trendsresearch.com Celente has been bullish on gold for a long time and has been trading gold since 1978. His strategy is to accumulate gold futures until he owns enough to take delivery of the physical gold. He then holds on to the physical gold for the long-term in order to preserve the purchasing power of his savings. Celente has a futures account with Lind-Waldock, a division of MF Global Inc. Celente had been accumulating December gold futures and was planning to take delivery of the physical gold next month. Last Monday, Celente received a call from his broker informing him that he had a margin call on his gold futures. Celente thought this was impossible because he knew that he had plenty of funds in his account to meet the margin maintenance requirements. His broker then told him that his money was with the Trustee now and unless he immediately sent over a large amount of cash, his positions would be liquidated. The Trustee, in coordination with the CFTC, SIPC, and the CME, transferred over 17,000 customer accounts from MF Global to R.J. O'Brien. However, the Trustee only transferred about $1.55 billion or approximately 62% of the $2.5 billion in collateral that MF Global clients had. According to R.J. O'Brien, the accounts they received had only 75% of the margin maintenance requirements related to their accounts. This meant that every single MF Global client was now faced with a margin call and had to deposit additional funds to bring their accounts above R.J. O'Brien's initial margin requirement. Many gold investors are buying gold to protect themselves from hyperinflation, which could hit the U.S. as soon as next year. Most of these people only keep enough of their wealth in U.S. dollars to pay their short-term bills and aren't in a position to wire over a huge amount of cash the next day. Therefore, most former MF Global clients have seen other people enter into their own personal accounts and sell their assets in recent days. MF Global's CEO for the past two years was Jon Corzine, who made his fortune as CEO of Goldman Sachs and went on to become governor of New Jersey. Corzine should know a thing or two about taking major risks. After all, Corzine was one of the Wall Street CEOs that helped orchestrate the bailout of Long-Term Capital Management (LTCM) in 1998 after LTCM borrowed 97% of the money that they invested heavily into Russian sovereign debt that Russia defaulted on. MF Global, with Corzine at the helm, invested $6.3 billion into the bonds of Italy, Spain, Belgium, Ireland, and Portugal. These bonds were set to mature next year and Corzine thought that as long as none of these countries defaulted on their debt, MF Global would make a large profit. Corzine apparently agreed with NIA's viewpoint that the ECB is likely to bailout any large eurozone countries and rescue them from default. Unfortunately, Corzine made the same mistake LTCM did and used leverage of over 40 to 1. MF Global had over $40 billion in assets, but had less than $1 billion in equity. Last month after it was disclosed that FINRA forced MF Global to increase their net capital backing its European sovereign debt position, ratings agencies downgraded MF Global's debt, clients pulled funds from their accounts, and shareholders sold their positions, forcing the company to file for bankruptcy. There is now $600 million missing from the accounts of MF Global clients. Any brokerage firm is legally required to segregate their funds from the personal funds of clients so that if the firm goes under, their clients' money is safe. It is amazing how absolutely nobody in the mainstream media is accusing Corzine of doing anything wrong, when $600 million in funds is still missing weeks after MF Global filed for bankruptcy. It is impossible for this to have been an honest accounting mistake. These funds are not just going to turn up anytime soon. Obviously, there must have been some kind of wrongdoing by Corzine. Most likely, this money was used by Corzine to back their European sovereign debt positions as money was flowing out of the firm in its final hours and more funds were needed to be put up to prevent forced liquidations. It is insane how after every news story about MF Global in the mainstream media, they almost always say, "Corzine hasn't been accused of any wrongdoing." You can bet if somebody like Ron Paul was CEO of MF Global, who is against the unconstitutional actions of the Federal Reserve, he would've already been arrested for using the funds of clients. However, if somebody like Ron Paul was CEO of MF Global, not only would he not have used clients' funds for corporate purposes, but his first step after taking over as CEO of MF Global would have been to reduce their leverage and get the firm out of debt. Corzine is without a doubt directly responsible for the $600 million in missing funds, but because he regularly has $35,800 per plate fundraisers for Obama, he remains free while Celente and other MF Global clients are left wondering if they will ever see their money again. Interestingly, when MF Global had their latest bond offering, it said right in the prospectus that if Corzine was appointed by Obama to become Treasury Secretary and confirmed by Congress, those MF Global investors would receive 1% in extra interest on their bonds. The only good thing that will come out of MF Global's bankruptcy is that Corzine now has no chance of becoming Treasury Secretary and bankrupting our country in less than two years like he did to MF Global and almost did to the State of New Jersey. Unfortunately, the U.S. will likely experience hyperinflation in less than two years no matter who is Treasury Secretary, because we are at a point where our debt can only be paid back through monetization by the Federal Reserve. The National Inflation Association is an organization that is dedicated to preparing Americans for hyperinflation. NIA provides its members with articles about the U.S. economy and inflation, daily news stories and blog updates, and important charts not shown by the mainstream media. NIA is the producer of economic documentaries that have received a combined 15 million views including the critically acclaimed 'Meltup', 'The Dollar Bubble', 'End of Liberty', 'Hyperinflation Nation', and brand new 'College Conspiracy'. NIA provides unbiased reviews of the major online sellers of gold and silver bullion and also offers profiles of gold, silver, agriculture, oil, and alternative energy companies that could prosper in an inflationary environment. 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: Brower Pirven Files Securities Class Suit ---------------------------------------------------- The law firm of Brower Piven, A Professional Corporation, today announced that it has filed a securities class action lawsuit on behalf of shareholders who purchased or otherwise acquired the common stock of MF Global Holdings Ltd.; formerly between May 20, 2011 through Oct. 28, 2011, inclusive. The case captioned DeAngelis v. Corzine, et al. is pending in the United States District Court for the Southern District of New York, Case No. 11 CV 7866, against Defendants Jon S. Corzine, Henri J. Steenkamp, Bradley I. Abelow and Michael G. Stockman. 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) MICROBILT CORP: Taps Oscar Marquis as Special Regulatory Counsel ---------------------------------------------------------------- MicroBilt Corporation and CL Verify, LLC, ask the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Oscar Marquis & Associates as special regulatory compliance counsel. OM&A has represented the Debtors on a prepetition basis in connection with various matters and provided compliance advice and assistance to the Debtors with a focus on the Fair Credit Reporting Act and consumer information data use. OM&A will, among other things: a) assist the Debtors with respect to a Civil Investigative Demand filed by the Federal Trade Commission (proceeding as an exception to the automatic stay); b) provide legal, contractual and compliance advice and representation regarding the disputes with Chex Systems, Inc., including, but not limited to, areas pertaining to the FCRA; and c) provide ongoing regular corporate assistance to help assure compliance with legal and regulatory requirements, including, but not limited to, the FCRA. The Debtors propose to compensate OM&A at a monthly rate of $7,500 plus reimbursement of actual and necessary expenses incurred by OM&A. OM&A disclosed that it holds a prepetition claim against the Debtors on account of legal services rendered prior to the Petition Date in the approximate amount of $62,363. Additionally, as of the Petition Date, Mr. Marquis personally held an outstanding claim against the Debtors in the amount of $218,065. The Debtors submit that neither OM&A's claim nor Mr. Marquis' claim serve to disqualify OM&A from representing the Debtors on a postpetition basis given that OM&A does not represent or hold any interest adverse to either the Debtors or their estates with respect to the matters upon which OM&A is to be employed, namely regulatory compliance, consumer reporting and privacy issues. About MicroBilt Corporation MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC in Tampa, Florida, offer small business owner solutions for fraud prevention, consumer financing, debt collection, skip tracing and background screening. MicroBilt provides access to over 3 billion debit account records, nearly 30 billion pieces of demographic and public record data and over 100 million unique consumer records to prevent identity fraud, evaluate credit risk and retain customer relationships. MicroBilt and CL Verify filed for Chapter 11 five days apart: MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011, and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23, 2011. The Debtors tapped Lowenstein Sandler PC as their counsel, and Maselli Warren, PC, as their special litigation counsel. MicroBilt estimated $10 million to $50 million in both assets and debts. CL Verify estimated $100 million to $500 million in assets, but under $1 million in debts. Court papers say the Debtors have roughly $8.4 million in unsecured debt and no secured debt. The Debtors believe they have an enterprise value of $150 million to $180 million. No trustee, examiner or committee has been requested or appointed in these Chapter 11 cases. MONEYGRAM INT'L: Effects a 1-for-8 Reverse Stock Split ------------------------------------------------------ Moneygram International, Inc., filed a certificate of amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-8 reverse stock split and to proportionately decrease the number of authorized shares of common stock. At a special meeting of stockholders held on Oct. 31, 2011, MoneyGram's stockholders granted to the Board of Directors the authority to effect a reverse stock split, reduce the number of authorized shares, determine the exact reverse stock split ratio and proceed with the reverse stock split, in the Board's discretion. The reverse stock split is effective as of Nov. 14, 2011, and the common stock will begin trading on a split-adjusted basis on the New York Stock Exchange at the opening of trading on Nov. 15, 2011. Beginning on Nov. 15, 2011, the common stock will trade for 20 trading days under the symbol "MGID" to indicate that the reverse stock split has occurred. Thereafter, MoneyGram's trading symbol will revert to its original symbol, "MGI." In addition, shares of MoneyGram common stock will trade under a new CUSIP number effective Nov. 15, 2011. At the effective time of the reverse stock split, every eight shares of MoneyGram's issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock without any change in the par value per share. As a result of the reverse stock split, the number of issued and outstanding shares of common stock has been reduced from approximately 398.7 million to approximately 49.8 million. In addition, the total number of authorized shares of common stock has been reduced from 1.3 billion to 162.5 million. No fractional shares will be issued in connection with the reverse stock split. Following the completion of the reverse stock split, MoneyGram's exchange agent, Wells Fargo Shareowner Services, will aggregate all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares will be sold into the market. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment from the proceeds of that sale in lieu of such fractional share. Stockholders will receive instructions from Wells Fargo Shareowner Services as to how to exchange existing share certificates for book entry shares representing the post-reverse split shares. Also on the effective date, the conversion ratio for MoneyGram's Series D Participating Convertible Preferred Stock has been automatically adjusted pursuant to the terms of the Amended and Restated Series D Participating Convertible Preferred Stock Certificate of Designations from 1,000 to 125. As a result, the 173,189.5678 shares of Series D Stock outstanding will be convertible into 21,648,692 shares of common stock on the terms set forth in the Series D Certificate of Designations. Additional information regarding the reverse stock split can be found in MoneyGram's proxy statement filed with the Securities and Exchange Commission on Sept. 30, 2011, a copy of which is available at www.sec.gov. About MoneyGram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange-listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company's balance sheet at Sept. 30, 2011, showed $5 billion in total assets, $5.10 billion in total liabilities and a $108.16 million total stockholders' deficit. * * * As reported by the TCR on Nov. 15, 2011, Fitch Ratings has affirmed and simultaneously withdrawn the 'B+' Issuer Default Rating (IDR) of MoneyGram International Inc. Fitch has withdrawn the rating for business reasons. The ratings is no longer relevant to the agency's coverage. MONEYGRAM INT'L: To Offer 11.25 Million Shares of Common Stock -------------------------------------------------------------- MoneyGram International, Inc., announced an underwritten secondary public offering for an aggregate of 11,250,000 shares of MoneyGram's common stock by affiliates and co-investors of Thomas H. Lee Partners, L.P., and affiliates of Goldman, Sachs & Co. The selling stockholders have also granted the underwriters a 30- day option to purchase up to an additional 1,687,500 shares of common stock. The shares of common stock in the proposed offering have been determined after giving effect to MoneyGram's reverse stock split effective as of Nov. 14, 2011. MoneyGram will not receive any proceeds from the proposed offering. Morgan Stanley, Goldman, Sachs & Co., BofA Merrill Lynch, J.P., Morgan and Wells Fargo Securities will act as book running managers for the proposed offering. William Blair & Company, Morgan Keegan and Piper Jaffray will act as co-managers. The offering will be made only by means of a prospectus. A copy of the preliminary prospectus related to the offering, when available, may be obtained from Morgan Stanley & Co. LLC, via telephone: 1-866-718-1649; E-mail: prospectus@morganstanley.com; or standard mail at Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attn: Prospectus Department; Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY, 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or email prospectus-ny@gs.com; BofA Merrill Lynch, Attn: Prospectus Department, 4 World Financial Center, New York, NY 10080, email: dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC, Attn: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 866-803-9204; or Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, E-mail: cmclientsupport@wellsfargo.com, telephone: 1-800- 326-5897. In conjunction with the completion of this secondary offering, MoneyGram intends to make a partial redemption of the 13.25% Senior Secured Second Lien Notes due 2018 held by affiliates of Goldman Sachs. The partial redemption will be for $175 million in principal, at a redemption price of 113.25%. MoneyGram expects to finance up to $150 million of this redemption with the proceeds from a new incremental credit facility, provided by a syndicate of lenders, which is additive to the First Lien Senior Credit Facility currently outstanding. This refinancing will reduce the interest expense incurred by MoneyGram. The issuer has filed a registration statement including a prospectus and a prospectus supplement with the Securities and Exchange Commission for the offering to which this communication relates. * * * About MoneyGram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange-listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company's balance sheet at Sept. 30, 2011, showed $5 billion in total assets, $5.10 billion in total liabilities and a $108.16 million total stockholders' deficit. * * * As reported by the TCR on Nov. 15, 2011, Fitch Ratings has affirmed and simultaneously withdrawn the 'B+' Issuer Default Rating (IDR) of MoneyGram International Inc. Fitch has withdrawn the rating for business reasons. The ratings is no longer relevant to the agency's coverage. MONEYGRAM INT'L: Moody's Says 'B1' CFR Unaffected by Debt Change ---------------------------------------------------------------- MoneyGram International, Inc.'s proposed $150 million increase of its First Lien Senior Credit Facility (resulting in total term loan debt of $490 million) will not impact the company's B1 Corporate Family Rating (CFR). Proceeds would be used to repay a portion of the Second Lien notes. While MoneyGram's total debt will not change materially, the change in debt composition could result in the rating of the First Lien term loan being lowered from the current Ba1 rating. The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 2010. MSR RESORT: Has Access to Midland's Cash Collateral Until Dec. 15 ----------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized MSR Resort Golf Course LLC, et al.'s continued use of cash collateral until Dec. 15, 2011. Midland Loan Services, Inc., consented to the Debtors' continued use of cash collateral use pursuant to the final order authorizing the Debtors to (i) use the prepetition secured parties' cash collateral; and (ii) provide adequate protection to the prepetition secured parties. The Court will convene a hearing today, Nov. 16, at 2:00 p.m. (prevailing Eastern Time), to consider the Debtors' further access to the cash collateral. As reported in the Troubled Company Reporter on Oct. 28, 2011, the Debtors asked the Court to authorize the Debtors to continue using cash collateral through June 30, 2012, for working capital and general corporate purposes, including with respect to the payment of costs and expenses related to these Chapter 11 cases of the Debtors, pursuant to a cash budget and an accrual budget. The Debtors proposed the following adequate protection to protect against diminution in the value of the Prepetition Collateral occasioned by the Debtors' use of Cash Collateral, if any: * Adequate Protection Liens. The Debtors will grant replacement liens on all of the Mortgage Borrowers' postpetition rights in, to, and under all present and after-acquired property and assets, including the proceeds of any Avoidance Actions, subject only to (i) the Carve Out and (ii) Prior Liens. * Superpriority Claims. The Prepetition Secured Parties will have an allowed superpriority administrative expense claim against the Mortgage Borrowers and the Mortgage RE Entities (jointly and severally) under sections 503(b), 507(a), and 507(b) of the Bankruptcy Code, subject to the Carve Out. * Payment of Interest. The Debtors will pay to the Mortgage Lender, for the benefit of the Prepetition Secured Parties, on an ongoing basis, the current cash payment of interest on the Prepetition Secured Obligations at the non-default contract rate of interest set forth in (and at the times provided for in) the Mortgage Loan Documents, except that that the rights of the Debtors, of the Mortgage Lender, and of any Committee are reserved with respect to whether interest should be paid at the default rate. * Expense Reimbursement. Within 7 business days after receipt of a reasonably detailed invoice, the Debtors will pay all reasonable and documented fees and expenses of the Servicer, and its counsel and financial advisor, and the Mortgage Lender and its counsel incurred in connection with the Mortgage Loan and Servicing Documents and the Chapter 11 cases, in each case to the extent such payment would be required by the express terms of the applicable Mortgage Loan and Servicing Documents. * Reporting Obligations. The Mortgage Borrowers will during these Chapter 11 cases comply with certain reporting obligations set forth in the Cash Collateral Order. 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. NAVISTAR INTERNATIONAL: Inks Pact with Icahn to Destagger Board --------------------------------------------------------------- Navistar International Corporation entered into an agreement with investor Carl Icahn and certain of his affiliates to submit a proposal to its shareholders at its 2012 Annual Meeting of Shareholders to destagger the Board to elect directors on an annual basis. With this agreement, Mr. Icahn agreed not to seek Board representation at the Company's 2012 Annual Meeting and agreed to vote in favor of the Company's nominees for election at the 2012 Annual Meeting. "Navistar's Board and management team are committed to acting in the best interests of the Company and all its shareholders, and we believe that the annual election of our directors, without a staggered board, further strengthens our corporate governance practices," said Dan Ustian, Navistar's chairman, president and chief executive officer. "We also are pleased to have reached an agreement with Mr. Icahn that includes his support for our Board nominees for election at our upcoming shareholders meeting." If approved by the shareholders, Navistar will begin the annual election process starting with the class of three directors up for election at the 2012 Annual Meeting of Shareholders. Instead of three-year terms, each nominee would be elected to a one-year term at the 2012 Annual Meeting and subsequent annual meetings with a majority of the Board being elected to a one-year term at the 2013 Annual Meeting, and all nominees being elected on an annualized cycle as of the 2014 Annual Meeting of Shareholders. "We have demonstrated a proven ability to deliver solid earnings, and our future growth prospects are strong in large part due to the strategy and vision of current management and the Board," Ustian said. "We remain intensely focused on delivering value for all shareholders by executing on our strategy, including building a differentiated product offering, enhancing our already strong North American business, growing our global truck and engine businesses, sustaining our global military business, and expanding our parts business." 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. NCO GROUP: Incurs $28.8 Million Third Quarter Net Loss ------------------------------------------------------ NCO Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $28.88 million on $383.89 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $33.80 million on $383.08 million of total revenues for the same period during the prior year. The Company reported a net loss of $155.71 million on $1.60 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $88.14 million on $1.58 billion of revenue during the prior year. The Company also reported a net loss of $104.49 million on $1.15 billion of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $73.45 million on $1.18 billion of total revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.12 billion in total assets, $1.14 billion in total liabilities and a $17.89 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/MwUYOK About NCO Group Inc. Based in Horsham, Pennsylvania, NCO is a global provider of business process outsourcing services, primarily focused on accounts receivable management and customer relationship management. NCO has over 25,000 full and part-time employees who provide services through a global network of over 100 offices. The company is a portfolio company of One Equity Partners and reported revenues of about $1.2 billion for the twelve month period ended Sept. 30, 2007. * * * As reported by the Troubled Company Reporter on Feb. 2, 2011, Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1 from B3 and changed the outlook to negative. Simultaneously, Moody's has also downgraded each of NCO's debt instrument ratings by one notch and lower the Speculative Grade Liquidity rating to SGL-4 from SGL3. The downgrade reflects Moody's concern that greater than expected revenue declines and continued earnings pressure will extend beyond current levels due to deteriorating consumer payment patterns and weaker volumes. In addition, Moody's expects financial flexibility will be further aggravated by tightening headroom under its financial covenants and a potential breach of covenants which will limit the company's ability to draw upon its revolver. Also, the company faces an impending maturity on its $100 million senior secured revolving credit facility due November of 2011. NISKA GAS: Moody's Lowers Corporate Family Rating to 'B1' --------------------------------------------------------- Moody's Investors Service downgraded Niska Gas Storage Partners LLC's (Niska) Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B1 from Ba3, its senior secured revolver rating to Ba1 from Baa3 and its senior unsecured notes rating to B2 from B1. A Speculative Grade Liquidity rating of SGL3 was assigned. The rating outlook was changed to negative from stable. RATINGS RATIONALE The downgrade of the CFR to B1 reflects the sharply lower EBITDA and elevated leverage that results from the compression in natural gas summer/winter spreads and from low natural gas price volatility. Moody's now expects Niska's March 31, 2012 fiscal year Moody's adjusted EBITDA to be about $135 million compared to $209 million in the 2011 fiscal year. While the company has announced its intention to liquidate up $200 million of its natural gas inventory through physical delivery into its optimization contracts through March 31, 2012, most of the proceeds will reduce revolver borrowings leaving the company with about $830 million of debt, a reduction of $70 million from the year-end 2011 level, and debt to EBITDA of about 6.2x vs. 4.3x at the end of fiscal 2011. (Moody's adjusts the company's balance sheet debt by $101 million for operating leases.) Moody's believes that leverage will remain elevated as the company awaits an improvement in storage spreads, and continues to pay a common dividend of about $49 million per annum, leaving little possibility of further debt reduction. Niska's B1 CFR reflects the volatility of Niska's optimization business coupled with high leverage and large cash distributions. The rating anticipates a reduction of Niska's optimization business to about 20% of its storage volume from nearly twice that currently. The rating also considers the large working capital requirements tied to the optimization business, the price and re- contracting risks of the third-party term storage contracts, and the practice of contracting only 60% to 70% of its storage capacity to third-party users on both a long term (~50% of total capacity) and short-term basis. The rating is supported by the strategic value of Niska's physical gas storage in Alberta, California and Oklahoma, and the durability and low reinvestment requirements of its asset base. The rating also considers working capital borrowings under the revolver that are required to support the contango arbitrage business, but which are mostly backed by purchased natural gas inventory. Niska's SGL-3 liquidity rating reflects adequate liquidity. Cash on hand combined with internally generated cash flow (before inventory liquidation) should cover interest payments, maintenance capital expenditures and distributions through the end of calendar 2012. At March 31, 2012, after the liquidation of $200 million of optimization inventory, Moody's estimates that Niska will have approximately $50 million drawn under its $400 million revolver, leaving about $300 million available. The company should remain compliant with the fixed charge coverage ratio (1.1x) under its revolver that governs the ability to draw more than 85% of the revolver commitment. The company has no major debt maturities until 2014 when its revolver matures. Niska's alternate liquidity is limited as its assets are pledged to the banks and it has little in the way of non-core assets that could be sold. The negative outlook reflects the elevated leverage that Moody's expects to persist through fiscal 2012. A change in outlook to stable would be dependent on leverage remaining sustainably below 6x and the company increasing its mix of third-party term storage business. An upgrade is unlikely over the near term. Longer term, Moody's will consider an upgrade if reduced debt or growth in the third-party term storage business lowered leverage sustainably below 4.5x. An upgrade would also be dependent on reduced dependence on the volatile optimization business. The rating could be downgraded if it appears that debt to EBITDA is likely to be sustained above 6X. A reliance on the proprietary optimization business for more than 25% of its business could also lead to a downgrade. Headquartered in Calgary, Alberta, with assets in Alberta, California and Oklahoma, Niska Gas Storage is the largest independent owner and operator of natural gas storage assets in North America. The principal methodology used in rating Niska Gas Storage Partners LLC was the Global Midstream Energy Industry Methodology published in December 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. NUTRITION 21: Filing of Sept. 30 Quarterly Report to be Delayed --------------------------------------------------------------- Nutrition 21, Inc., discloses that it will not file its quarterly report on Form 10-Q for the first quarter ended Sept. 30, 2011, within the prescribed time period. As reported in the TCR on Nov. 10, on Nov. 1, 2011, the Company completed an auction for the Debtors' assets under section 363 of the U.S. Bankruptcy Code, pursuant to which Nutrition 21 Acquisition Holding, LLC, has entered into an agreement to purchase substantially all of the Debtors' assets and assume certain related liabilities. The Company is devoting substantially all its time and limited management and personnel resources to the bankruptcy case, including the sale of the Debtors' assets to the Purchaser, and preparation of monthly operating reports that the Debtors are required to file with the Bankruptcy Court. About Nutrition 21 Purchase, N.Y.-based Nutrition 21, Inc. -- http://www.nutrition21.com/-- is a nutritional bioscience company that primarily develops and markets raw materials, formulations, compounds, blends and bulk and other materials to third-party non- end users to be further fabricated, blended or packaged for ultimate sales to end-users as nutritional supplements or otherwise. The Company holds more than 30 patents for nutrition products and their uses. Nutrition 21 and its debtor-affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26, 2011. Michael Friedman, Esq., and Keith N. Sambur, Esq., at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel. The Company entered into a Plan Support Agreement, dated as of Aug. 26, 2011, with holders of approximately 90% of the Company's outstanding Series J Preferred Stock. The holders of Series J Preferred Stock that are parties to the Plan Support Agreement have agreed, subject to certain conditions, to vote in favor of a plan of reorganization to be proposed by the Company in respect of the Bankruptcy Case, so long as that plan is consistent with the term sheet attached to the Plan Support Agreement setting forth material terms of a potential plan of reorganization. The Plan Term Sheet generally contemplates that the Debtors' assets will be sold or liquidated and distributed to holders of claims and equity interests in accordance with the statutory distribution and priority scheme established by the Bankruptcy Code. The Plan Term Sheet further contemplates that holders of the Company's common stock will receive interests in a liquidating trust entitling such holders to distributions only after holders of the Series J Preferred Stock have been paid in full. The Company believes that cash distributions on account of the Company's common stock are unlikely. On Sept. 22, 2011, the Bankruptcy Court issued an order establishing bidding procedures for an auction to sell all or substantially all of the Debtors' assets and scheduling a hearing for the Bankruptcy Court to consider approval of the Debtors' sale of such assets to a successful bidder at the Auction. On Oct. 7, 2011, the Company, Nutrition 21, LLC, and N21 Acquisition Holding, LLC (the "Purchaser") entered into an Asset Purchase and Sale Agreement, dated as of such date. The Purchaser entered into the Original Asset Sale Agreement as a 'stalking horse" bidder and, accordingly, the consummation of the transactions contemplated by the Original Asset Sale Agreement was subject to the Company's solicitation and potential receipt of higher or otherwise better competing bids at the Auction pursuant to the Bidding Procedures. ODYSSEY (II) DP: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Odyssey (II) DP III, LLC dba Magnolia Point Plaza fka CRF-Magnolia Point, LLC 500 S. Florida Avenue, #300 Lakeland, FL 33801 Bankruptcy Case No.: 11-20983 Chapter 11 Petition Date: November 11, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Edward J. Peterson, III, Esq. STICHTER, RIEDEL, BLAIN & PROSSER, PA 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229- 0144 Fax: (813) 229-1811 E-mail: epeterson@srbp.com Debtor?s Chief Restructuring Officer: WILLIAM MALONEY Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb11-20983.pdf The petition was signed by Robert L. Madden, president of OC DIP, LLC, manager. Affiliates that previously filed Chapter 11 petitions are Century/AG ? Avondale, LLC, Odyssey Properties III, LLC, Century (III) DP III, LLC, Odyssey (III) DP III, LLC, Odyssey (VI) Commercial DP I, LLC, and Odyssey (III) DP IX, LLC. OZBURN-HESSEY HOLDING: S&P Lowers Corp. Credit Rating to 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Brentwood, Tenn.-based Ozburn-Hessey Holding Co. LLC, including lowering the corporate credit rating to 'B-' from 'B'. The outlook is negative. "The downgrade reflects OHL's deteriorating operating profitability and cash flow adequacy, resulting from customer attrition, and challenges integrating acquisitions," said Standard & Poor's credit analyst Anita Ogbara. "Further, we expect credit ratios to continue to weaken over the next several quarters." The revised ratings on OHL reflect the company's competitive end markets and high debt leverage. The contractual nature of the contract logistics/warehousing business as well as relatively stable industry fundamentals for the next few years partly offset these factors. OHL offers various third-party logistics services, including warehousing (about 37% of 2010 gross revenues), domestic transportation (27%), and global freight management and logistics (36%). Standard & Poor's characterizes OHL's business profile as weak, its financial profile as highly leveraged, and its liquidity as less than adequate. "Our near-term outlook for the third-party logistics industry remains stable because we expect companies to continue to outsource these services to reduce costs, lower capital expenditure requirements, manage working capital, and enhance operating flexibility," Ms. Ogbara said. 'still, given the highly fragmented competitive landscape, the sector will remain very price competitive." "OHL developed its current suite of logistics services, which include warehousing, transportation, and other ancillary services, through a series of acquisitions. Because of its acquisition history and private ownership structure, OHL is highly leveraged, with limited financing sources. Over the past few quarters, earnings have deteriorated following the refinancing and consolidation (completed in March 2010) of its less-profitable global freight management and logistics operations. PETTERS GROUP: SEC Charges Hedge Fund Managers With Aiding Fraud ---------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that regulators charged two more hedge fund managers with helping feed funds to a Minnesota Ponzi scheme that eventually defrauded victims of at least $3.65 billion. About Petters Group Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly appointed Chapter 11 Trustee of Petters Company, Inc., et al. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PHILADELPHIA ORCHESTRA: Gets Final OK to Obtain $3.1MM DIP Loan --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized, on a final basis, Philadelphia Orchestra Association and academy of Music of Philadelphia, Inc., to: i) obtain loans in the aggregate principal amount of $3,100,000 from Sun Federal Credit Union; ii) enter into the debtor-in-possession credit and security agreement and the agreements and instruments contemplated thereby and to perform other and further acts as may be required in connection with the DIP Credit Agreement; iii) use cash collateral; and iv) grant superpriority claims status to the DIP lender. As reported in the Troubled Company Reporter on Oct. 24, 2011, the material provisions of the DIP credit agreement includes, among other things: Borrower: The Philadelphia Orchestra Association DIP Lender: Sun Federal Credit Union DIP Facility Amount: The total loan of $3,100,000 to be made as loans on the Facility Effective Date and will be structured as two separate advances; one for $2,000,000 and another for $1,100,000. Interest Rates: The Loan will bear interest on the unpaid principal amount thereof from the date made until repaid and the interest rate will be 7-1/4% on the outstanding balances of the Loan owing to DIP Lender at the close of business for each day during each calendar month. Post-Default Interest: Upon the occurrence and during the continuance of an Event of Default, all obligations will bear interest at the rate of 9-1/4% per annum until paid. Administrative Fee: The Debtor will pay to DIP Lender on the Closing Date, for its sole account, an administrative fee in the amount of $15,500 in total for the Loans. Repayment of Loan: The Debtor agrees to repay in full all outstanding principal amounts of the Loan, and the Commitment will automatically terminate and be permanently reduced to zero, on the Termination Date, which is the earliest of, among other things: (a) April 16, 2012; (b) if a plan of reorganization has been confirmed by order of the Bankruptcy Court. Carve-Outs: The claims granted to the DIP Lender, the postpetition liens and any claims, security interests or liens ranking pari passu with or junior in priority to such claims of the DIP Lender will be subject to payment of the Carve- Outs. Liens and Related Matters: The Debtor will not, directly or indirectly, create, incur, assume or permit to exist any liens on or with respect to the collateral of any kind, whether now owned or hereafter acquired. Use of Proceeds: The proceeds of the loan will be used to fund working capital requirements, operating expenses and capital expenditures of the Debtor in the ordinary course of the Debtor's business. Grant of Security Interest: The Debtor hereby grants to DIP lender, a security interest in the following property now owned or at any time hereafter acquired by the Debtor or in which the Debtor now has or at any time in the future may acquire any right, title or interest. About The Philadelphia Orchestra The Philadelphia Orchestra -- http://www.philorch.org/-- claims to be among the world's leading orchestras. Bloomberg News says the orchestra became the first major U.S. symphony to file for bankruptcy protection, surprising the music world. Previous conductors include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and Christoph Eschenbach (2003-08). Charles Dutoit is currently chief conductor, and Yannick Nezet-Seguin has assumed the title of music director designate until he takes up the baton as The Philadelphia Orchestra's next music director in 2012. The Philadelphia Orchestra Association, The Academy of Music of Philadelphia, Inc., and Encore Series, Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to 11-13100) on April 16, 2011. Judge Eric L. Frank presides over the case. The Philadelphia Orchestra Association is being advised by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal, its financial advisor. Curley, Hessinger & Johnsrud serves as its special counsel. Philadelphia Orchestra disclosed $15,950,020 in assets and $704,033 in liabilities as of the Chapter 11 filing. Encore Series Inc. tapped EisnerAmper LLP as accountants and financial advisors. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' case. Reed Smith LLP serves as the Committee's counsel. PRIVATE MEDIA: NASDAQ Has Ruling Denying Continued Listing ---------------------------------------------------------- Private Media Group, Inc. has received a determination indicating that the NASDAQ Listing Qualifications Panel has denied the Company's request for continued listing on NASDAQ and accordingly, NASDAQ suspended trading of the Company's shares effective with the open of business, Nov. 15, 2011 pending the formal delisting of the Company's securities from the exchange. As a result, the Company's common stock commenced trading on the over-the-counter market at the opening of trading on November 15, 2011. The Company does not intend to appeal the Panel's determination to the NASDAQ Listing and Hearing Review Council. The Company remains committed to executing the compliance plan presented to NASDAQ to correct the issues raised by NASDAQ in the delisting notice previously reported in the Company's Form 8-K filed with the Securities and Exchange Commission on Sept. 22, 2011. About Private Media Founded in 1965, Private Media Group -- http://private.com/-- is a brand-driven world leader in adult entertainment, operating a global content distribution network with a wide range of platforms including; the Internet, broadcasting via cable, satellite, digital TV and IPTV on 194 platforms in 42 countries, mobile content delivery via 114 network operators in 37 countries and retail sale of DVDs and magazines. Private Media Group owns the worldwide rights to its extensive archive of high-quality content, and also licenses its Private and "Silver Girls" trademarks internationally for a select range of products and services. Private is the world's preferred content provider of adult entertainment to consumers anywhere, at any time and across all distribution platforms and devices. PROTALIX BIOTHERAPEUTICS: Posts $8.9MM Net Loss in 3rd Quarter -------------------------------------------------------------- Protalix BioTherapeutics, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $8.9 million on $1.1 million of revenues for the three months ended Sept. 30, 2011, compared with a net loss of $2.5 million on $3.2 million of revenues for the same period last year. The company had a net loss of $27.6 million on $6.0 million of revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $20.5 million on $5.5 million of revenues for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $60.8 million in total assets, $78.2 million in total liabilities, and a stockholders' deficit of $17.4 million. "The ability of the Company to continue as a going concern is dependent on either gaining regulatory approval or through raising additional capital," the Company said in the filing. "There can be no assurance that the Company will be able to raise the necessary funds if and when needed to finance its ongoing costs. These factors raise substantial doubt about the ability of the Company to continue as a going concern." A copy of the Form 10-Q is available for free at: http://is.gd/RhpKzJ Carmiel, Israel-based Protalix BioTherapeutics, Inc., is a biopharmaceutical company focused on the development and commercialization of recombinant therapeutic proteins based on the Company's proprietary ProCellEx(TM) protein expression system, or ProCellEx. QUANTITATIVE ALPHA: Posts C$1.3 Million Net Loss in 3rd Quarter --------------------------------------------------------------- Quantitative Alpha Trading Inc. reported a net loss of C$1.3 million on for three months ended Sept. 30, 2011, compared with a net loss of C$492,521 for the same period last year. The Company does not generate revenues from operations. The Company relies on equity financing for its working capital requirement to fund its operations, business and software development activities. The Company had a net loss of C$3.9 million on for the nine months ended Sept. 30, 2011, compared with a net loss of $2.7 million for the same period last year. The Company's balance sheet Sept. 30, 2011, showed C$9.2 million in total assets, C$212,857 in total liabilities, all current, and stockholders' equity of C$9.0 million. A copy of the Company's interim financial statements is available for free at http://is.gd/Rj2sxt As reported in the TCR on July 19, 2011 Grant Thornton LLP, in Toronto, Canada, said that Quantitative Alpha Trading has not generated any revenues from operations to date and further losses are anticipated prior to the generation of any profits. "These conditions, along with other matters . . . ., indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern." Headquartered in Mississauga, Ontario, Canada, Quantitative Alpha Trading Inc. is a public company incorporated in the Province of British Columbia, Canada. It is in the business of developing and promoting software for trading purposes. Te Company trades on CNSX under the symbol QAT and in the United States on the OTCQB under the symbol QATSF. RADIO ONE: Incurs $7.4MM Consolidated Net Loss in Third Quarter --------------------------------------------------------------- Radio One, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a consolidated net loss of $7.39 million on $104.44 million of net revenue for the three months ended Sept. 30, 2011, compared with consolidated net income of $2.04 million on $74.43 million of net revenue for the same period during the prior year. The Company reported a net loss of $26.62 million on $279.90 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $48.55 million on $272.09 million of net revenue during the prior year. The Company also reported consolidated net income of $29.83 million on $266.51 million of net revenue for the nine months ended Sept. 30, 2011, compared with a consolidated net loss of $55,000 on $208.55 million of net revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.52 billion in total assets, $1.06 billion in total liabilities, $29.71 million in redeemable noncontrolling interests, and $421.79 million in total equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/LvmijD About Radio One Based in Washington, Radio One, Inc. (Nasdaq: ROIAK and ROIA) -- http://www.radio-one.com/-- is a diversified media company that primarily targets African-American and urban consumers. The Company is one of the nation's largest radio broadcasting companies, currently owning 53 broadcast stations located in 16 urban markets in the United States. Radio One operates syndicated programming including the Russ Parr Morning Show, the Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo Brother Live, CoCo Brother's 'spirit" program, Bishop T.D. Jakes' "Empowering Moments", the Reverend Al Sharpton Show, and the Warren Ballentine Show. The Company also owns a controlling interest in Reach Media, Inc. -- http://www.blackamericaweb.com/-- owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner. Radio One owns Interactive One -- http://www.interactiveone.com/ -- an online platform serving the African-American community through social content, news, information, and entertainment, which operates a number of branded sites, including News One, UrbanDaily, HelloBeautiful, Community Connect Inc. -- http://www.communityconnect.com/-- an online social networking company, which operates a number of branded Web sites, including BlackPlanet, MiGente, and Asian Avenue and an interest in TV One, LLC -- http://www.tvoneonline.com/-- a cable/satellite network programming primarily to African-Americans. In its report dated Aug. 23, 2010, for the Company's fiscal 2009 financial statements, Ernst & Young LLP expressed substantial doubt as to the Company's ability to continue as a going concern, given certain covenant violations under the Company's loan agreements which could have resulted in significant portions of the Company's outstanding debt becoming callable by the Company's lenders. The Company noted that these violations were cured as a part of certain refinancing transactions more fully described in our Current Report on Form 8-K filed, Dec. 1, 2010. Having cured these violations, the Company's audited financial statements for 2010 have been prepared assuming that it will continue as a going concern. * * * In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the Caa1 rating for Radio One, Inc.'s Corporate Family Rating and confirmed its Caa2/LD Probability of Default Rating. According to Moody's, the Caa1 corporate family rating will reflect Radio One's high pro forma debt-to-EBITDA leverage of approximately 8.0x (incorporating Moody's standard adjustments) mitigated by improved operating performance due to expected political advertising gains in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to a weak 1Q10. Despite expected growth in EBITDA and improving debt-to-EBITDA leverage ratios, reported debt balances will remain flat at approximately $655 million for the next 12 months due to the anticipated funding of the TV One capital call as well as the potential accretion of the PIK portion of the new 12.5%/15% subordinated notes due 2016. As reported by the Troubled Company Reporter on March 11, 2011, Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on U.S. radio broadcaster Radio One Inc. to 'B-' from 'CCC+'. The rating outlook is stable. "The 'B-' rating and stable outlook reflect S&P's view that the proposed transaction will improve Radio One's financial flexibility by eliminating near-term refinancing risk and increasing headroom under financial covenants," said Standard & Poor's credit analyst Michael Altberg. "Going forward, S&P believes the company's increased ownership in TV One LLC, a growing African American-targeted cable TV network, provides additional diversity to Radio One's business profile and access to a more stable revenue stream." RADIO ONE: Accelerated Vesting of Shares Under 2009 LTIP Okayed --------------------------------------------------------------- The compensation committee of the Board of Directors of Radio One, Inc., approved the accelerated vesting of shares granted to certain "key" employees under the Company's previously announced 2009 long term incentive plan. Awards made under the 2009 LTIP were in the form of restricted shares of Class D stock granted effective Jan. 5, 2010. The first installment of 33.3% vested on June 5, 2010, and the second installment of 33.3% vested on June 5, 2011. The remaining installment of 33.3% which was previously scheduled to vest on June 5, 2012, will now vest on Nov. 19, 2011. A total of 981,665 restricted shares of Class D stock will vest on Nov. 19, 2011. Of those shares, the remaining installments vesting for named executive officers are as follows: (i) Chief Executive Officer (333,333 shares); (ii) the Chairperson (100,000 shares); (iii) the Chief Financial Officer (75,000 shares); (iv) the Chief Administrative Officer (75,000 shares); and (v) the President of the Radio Division (43,333 shares). The balance of the shares have been allocated among certain other "key" employees under the 2009 LTIP. About Radio One Based in Washington, Radio One, Inc. (Nasdaq: ROIAK and ROIA) -- http://www.radio-one.com/-- is a diversified media company that primarily targets African-American and urban consumers. The Company is one of the nation's largest radio broadcasting companies, currently owning 53 broadcast stations located in 16 urban markets in the United States. Radio One operates syndicated programming including the Russ Parr Morning Show, the Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo Brother Live, CoCo Brother's 'spirit" program, Bishop T.D. Jakes' "Empowering Moments", the Reverend Al Sharpton Show, and the Warren Ballentine Show. The Company also owns a controlling interest in Reach Media, Inc. -- http://www.blackamericaweb.com/-- owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner. Radio One owns Interactive One -- http://www.interactiveone.com/ -- an online platform serving the African-American community through social content, news, information, and entertainment, which operates a number of branded sites, including News One, UrbanDaily, HelloBeautiful, Community Connect Inc. -- http://www.communityconnect.com/-- an online social networking company, which operates a number of branded Web sites, including BlackPlanet, MiGente, and Asian Avenue and an interest in TV One, LLC -- http://www.tvoneonline.com/-- a cable/satellite network programming primarily to African-Americans. The Company reported a net loss of $26.62 million on $279.90 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $48.55 million on $272.09 million of net revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.52 billion in total assets, $1.06 billion in total liabilities, $29.71 million in redeemable noncontrolling interests, and $421.79 million in total equity. In its report dated Aug. 23, 2010, for the Company's fiscal 2009 financial statements, Ernst & Young LLP expressed substantial doubt as to the Company's ability to continue as a going concern, given certain covenant violations under the Company's loan agreements which could have resulted in significant portions of the Company's outstanding debt becoming callable by the Company's lenders. The Company noted that these violations were cured as a part of certain refinancing transactions more fully described in our Current Report on Form 8-K filed, Dec. 1, 2010. Having cured these violations, the Company's audited financial statements for 2010 have been prepared assuming that it will continue as a going concern. * * * In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the Caa1 rating for Radio One, Inc.'s Corporate Family Rating and confirmed its Caa2/LD Probability of Default Rating. According to Moody's, the Caa1 corporate family rating will reflect Radio One's high pro forma debt-to-EBITDA leverage of approximately 8.0x (incorporating Moody's standard adjustments) mitigated by improved operating performance due to expected political advertising gains in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to a weak 1Q10. Despite expected growth in EBITDA and improving debt-to-EBITDA leverage ratios, reported debt balances will remain flat at approximately $655 million for the next 12 months due to the anticipated funding of the TV One capital call as well as the potential accretion of the PIK portion of the new 12.5%/15% subordinated notes due 2016. As reported by the Troubled Company Reporter on March 11, 2011, Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on U.S. radio broadcaster Radio One Inc. to 'B-' from 'CCC+'. The rating outlook is stable. "The 'B-' rating and stable outlook reflect S&P's view that the proposed transaction will improve Radio One's financial flexibility by eliminating near-term refinancing risk and increasing headroom under financial covenants," said Standard & Poor's credit analyst Michael Altberg. "Going forward, S&P believes the company's increased ownership in TV One LLC, a growing African American-targeted cable TV network, provides additional diversity to Radio One's business profile and access to a more stable revenue stream." R&G FINANCIAL: Files Supplement to Liquidation Plan --------------------------------------------------- BankruptcyData.com reports that R&G Financial filed with the U.S. Bankruptcy Court a supplement to the Company's Second Amended Plan of Liquidation. The Supplement contains: Exhibit 1) the Plan administrator agreement; Exhibit 2) a non-exclusive list of causes of action and Exhibit 3) a list of executory contracts, if any, to be assumed by the Debtor in accordance with the Second Amended Plan. As reported in the Troubled Company Reporter on Nov. 11, 2011, R&G Financial Corporation filed its Second Amended Chapter 11 Plan of Liquidation with the U.S. Bankruptcy Court in Puerto Rico. The Second Amended Plan incorporates certain immaterial and technical modifications to the Debtor's First Amended Chapter 11 Plan. The confirmation hearing on the Second Amended Liquidation Plan is scheduled on Nov. 29, 2011 at 2:00 p.m. A copy of the Second Amended Plan of Liquidation dated Oct. 27, 2011, is available for free at: http://bankrupt.com/misc/R&G_secondamendedplan.pdf As reported in the TCR on Sept. 30, 2011, Judge Enrique S. Lamoutte Inclan in Puerto Rico approved the disclosure statement explaining R&G Financial's Chapter 11 plan of liquidation. The Plan provides that all of the Debtor's assets will be transferred to, and vest in, Liquidating RGFC. The Plan provides for the appointment of Clifford Zucker, CPA, as the plan administrator and Wilmington Trust Company as the plan consultant to oversee the activities of liquidating RGFC. Under the Plan, holders of general unsecured claims, which claims are estimated to range between US$10.9 and US$15.4 million, will recover 0.30% to 2.3% of their allowed claim. Holders of Subordinated note claims, which claims are estimated at approximately US$385 million, will also recover 0.30% to 2.3% of their allowed claim. Secured claims and priority claims not filed by the Federal Deposit Insurance Corporation will get 100% of their total allowed amount. Non-FDIC Priority Claims are estimated to range between US$350,000 and US$900,000. About R&G Financial San Juan, Puerto Rico-based R&G Financial Corporation was the direct parent of R-G Premier Bank of Puerto Rico, a state- chartered nonmember bank, through which RGFC primarily conducted its business. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010. Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni, Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtores bankruptcy counsel. The Debtor disclosed US$40,213,356 in assets and US$420,687,694 in debts as of the Petition Date. RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Ramsesee Investment Group, LLC 975 N D Street San Bernardino, CA 92410 Bankruptcy Case No.: 11-44817 Chapter 11 Petition Date: November 13, 2011 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Wayne E. Johnson Debtor's Counsel: Julie Lim, Esq. LAW OFFICES OF JULIE C. LIM 714 W. Olympic Boulevard, Suite 900 Los Angeles, CA 90015 Tel: (213) 765-0018 Fax: (213) 765-0158 E-mail: julie@limlawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 18 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb11-44817.pdf The petition was signed by Danny B. Singleton, manager. RANCHER ENERGY: Filing of September 30 Quarterly Report is Delayed ------------------------------------------------------------------ Rancher Energy Corp.'s quarterly report on Form 10-Q for the quarter ended Sept. 30, 2011, could not be filed within the prescribed time period, as the closing of the books and the process of preparing the Company's financial statements for the quarter ended Sept. 30, 2011, has been delayed due to the focus of the Company's resources on the bankruptcy process. As reported in the TCR on Sept. 1, 2011, the Company reported a net loss of $243,670 for the three months ended June 30, 2011. This compares to a net loss of $960,291 for the three months ended June 30, 2010. The Company's balance sheet at June 30, 2011, showed $5.1 million in total assets, $1.8 million in total liabilities, and stockholders' equity of $3.3 million. About Rancher Energy Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ) -- http://www.rancherenergy.com/-- is an independent energy company that explores for and develops produces, and markets oil and gas in North America. Through March 2011, the Company operated four oil fields in the Powder River Basin, Wyoming. Effective March 1, 2011, the Company sold all of its oil and gas properties, which has allowed it to eliminate the majority of its debt and also provide financial resources during its continuing reorganization. The Company was formerly known as Metalex Resources, Inc., and changed its name to Rancher Energy Corp. in 2006. Rancher Energy Corp. was incorporated in the State of Nevada on Feb. 4, 2004. Rancher Energy filed for Chapter 11 bankruptcy protection on Oct. 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring effort. In its petition, the Company estimated assets and debts of between $10 million and $50 million each. As reported in the TCR on March 25, 2011, the Company delivered to the Bankruptcy Court a first amended Chapter 11 plan of reorganization, and first amended disclosure statement explaining that plan. REAL MEX: Court Approves Milbank Tweed as Attorney -------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Real Mex Restaurants Inc. and its debtor-affiliates to employ Milbank, Tweed, Hadley & McCloy LLP as their attorney to perform extensive legal services that will be necessary in all phases of the Debtors' Chapter 11 case. The firm's standard hourly rates are: Partners $795-$1,095 Counsel $745-$980 Associates & Senior Attorneys $295-$715 Legal Assistants $175-$290 The Debtors assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED, HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq., at Reed Smith LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at Richards Layton & Finger. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern LLP. REAL MEX: Court Approves Pachulski Stang as Co-Counsel ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Real Mex Restaurants Inc. and its debtor-affiliates to employ in Pachulski Stang Ziehl & Jones LLP as their co-counsel to perform legal services that will be necessary in all phases of the Debtors' Chapter 11 case. The firm's professionals and their standard hourly rates are: Laura Davis Jones $895 James E. O'Neill $650 Curtis A. Hehn $575 Peter J. Keane $345 Karina Yee $255 The Debtors assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED, HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq., at Reed Smith LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at Richards Layton & Finger. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern LLP. RESPONSE BIOMEDICAL: Restates 2010 Annual Report to Correct Errors ------------------------------------------------------------------ Response Biomedical Corporation filed on Nov. 9, 2011, restated financial statements for the year ended Dec. 31, 2010, and for the first two quarters of 2011 to reverse certain transactions that were improperly recorded in the financial statements and possibly to record other corrections to those financial statements. Upon reviewing the results of the Company's internal investigation surrounding the restated financial statements for the year ended Dec. 31, 2010, and the first two quarters of 2011, and consistent with the initial observations of the external legal review, the Audit Committee determined that revenue should not have been recognized on one transaction in the fourth quarter of 2010. Specifically, a single transaction with a reseller was identified for C$500,000 where (a) the purchaser (a distributor) had not ordered the product, (b) contingencies not shown on the invoice determined the date if and when the product was to be paid for by the distributor, and (c) additional contingencies needed to be satisfied before the distributor could sell the product without violating other contracts. These qualifications were not communicated to the Company's independent registered public accounting firm at the conclusion of 2010 or early in 2011 during the audit of the Company's 2010 financials which did not facilitate a proper audit of the Company's consolidated financial statements. In addition, management deemed it appropriate to allocate an adjustment made to cost of sales in the fourth quarter of 2010 to the respective earlier quarters of 2010. As a result, an adjustment of C$200,000 was made to allocate the cost of sales related to the first three quarters of 2010 from the fourth quarter. For the year ended Dec. 31, 2010, the Company reported a loss of C$10.1 million, compared to a loss of C$9.5 million in 2009. The increase in the loss for the year ended Dec. 31, 2010, is attributed to lower contract service fees and revenue from collaborative research arrangements, lower gross margins from product sales and increased employee severance costs due to an organizational restructuring offset by lower operating expenses in the research and development department and marketing and business development department. Total revenue for the year ended Dec. 31, 2010, decreased 28% to C$7.1 million compared to C$9.9 million. Revenues from product sales for the year ended Dec. 31, 2010, decreased 17% to C$6.8 million compared to C$8.2 million in 2009. The Company's restated balance sheet at Dec. 31, 2010, showed C$19.5 million in total assets, C$11.5 million in total liabilities, and stockholders' equity of C$8.0 million. A copy of the Form 20-F/A is available for free at: http://is.gd/Y7Uji3 Restated Financial Statements for the First Quarter of 2011 For the three months ended March 31, 2011, the Company reported a loss of C$1.6 million, compared to a loss of C$2.7 million for the corresponding period in 2010. Total revenue for the three months ended March 31, 2011, was C$2.5 million, compared to C$1.5 million for the corresponding period in 2010. Revenues from product sales for the three months ended March 31, 2011, was C$2.0 million, compared to C$1.4 million for the corresponding period in 2010. The Company's restated balance sheet at March 31, 2011, showed C$17.5 million in total assets, C$10.9 million in total liabilities, and stockholders' equity of C$6.7 million. A copy of the Restated Financial Statements for the Period Ending March 31, 2011, is available for free at http://is.gd/tksv00 Restated Financial Statements for the Second Quarter of 2011 For the three months ended June 30, 2011, the Company reported a loss of C$797,129, compared to a loss of C$2.0 million for the corresponding period in 2010. Total revenue for the three months ended June 30, 2011, was C$2.7 million, compared to C$2.3 million for the corresponding period in 2010. Revenues from product sales for the three months ended June 30, 2011, was C$2.7 million, compared to C$2.1 million for the corresponding period in 2010. The Company's restated balance sheet at June 30, 2011, showed C$16.6 million in total assets, C$10.6 million in total liabilities, and stockholders' equity of C$6.0 million. A copy of the Restated Financial Statements for the Period Ending June 30, 2011, is available for free at http://is.gd/PDniMT The Company's auditors have not performed a review of the Restated Financial Statements for the First Two Quarters of 2011. About Response Biomedical Vancouver, Canada-based Response Biomedical Corporation (TSX: RBM, OTC BB: RPBIF) develops, manufactures and markets rapid on-site diagnostic tests for use with its RAMP(R) platform for clinical and environmental applications. RAMP(R) represents a new paradigm in diagnostics that provides high sensitivity and reliable information in minutes. It is ideally suited to both point of care testing and laboratory use. * * * Ernst & Young LLP, in Vancouver, Canada, expressed substantial doubt about Response Biomedical's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has sustained continuing losses since its formation resulting inn a deficit of C$100.8 million as of Dec. 31, 2010, and has not generated positive cash flow from operations. ROUND TABLE: Seeks Protection From Unsecured Creditor Group ----------------------------------------------------------- Dow Jones' DBR Small Cap reports that Round Table Pizza Inc. is asking the bankruptcy court to hold a creditor group to its pledge to support the restaurant chain's restructuring plan. About Round Table Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtors also tapped Frank, Rimerman & Co. as an auditor and accountant. Round Table disclosed $1,066,524 in assets and $35,625,649 in liabilities as of the Chapter 11 filing. The case is jointly administered with affiliates -- The Round Table Franchise Corporation, Round Table Development Company, and Round Table Pizza Nevada LLC. The official committee of unsecured creditors has tapped Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also tapped First Bankers Trust Services, Inc. as discretionary, independent, and institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP counsel. First Bankers Trust Services, Inc., was appointed as institutional trustee of the Round Table Restated Employee Stock Ownership Plan and Trust (ESOP). Johanson Berenson LLP serves as an ESOP counsel. SBARRO INC: Says Creditors Back Reorganization Plan --------------------------------------------------- Amanda Bransford at Bankruptcy Law360 reports that with a confirmation hearing looming, Sbarro Inc. has submitted a reorganization plan that it said had the "full and unqualified support" of creditors, according to a memorandum filed Monday. The company's memorandum filed in New York bankruptcy court outlines a plan to reduce the company's debt by nearly 70%, from about $400 million to about $130 million. About Sbarro Inc. The Sbarro family started its business after moving to Brooklyn, New York, from Naples, Italy, in 1956. Today Sbarro is a leading, global Italian quick service restaurant concept with approximately 5,170 employees, 1,045 restaurants throughout 42 countries, and annual revenues in excess of $300 million. Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr. S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million in debt. The Debtor disclosed $51,537,899 in assets and $460,975,646 in liabilities as of the Chapter 11 filing. Sbarro said it has reached an agreement with all of its second- lien secured lenders and approximately 70% of its senior noteholders on the terms of a reorganization plan that will eliminate more than half of the Company's total indebtedness. Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' general bankruptcy counsel. Rothschild, Inc., is the Debtors' investment banker and financial advisor. PriceWaterhouseCoopers LLP is the Debtors' bankruptcy consultants. Marotta Gund Budd & Dzera, LLC, is the Debtors' special financial advisor. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' conflicts counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims agent. Sard Verbinnen & Co is the Debtors' communications advisor. SEA TRAIL: Court Approves Stubbs & Perdue as Attorney ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina authorized Sea Trail Corporation to employ Stubbs & Perdue P.A. as attorney to represent and assist the Debtor in carrying out its duties. The Debtor told the Court that it paid $51,442 retainer fee to the firm from Feb. 11, 2011, to June 16, 2011, for services rendered. The Debtor assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Headquartered in Sunset Beach, North Carolina, Sea Trail Corporation is a private company categorized under "Land Subdividers and Developers, Residential." Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina. The Debtor reported $34,222,281 in assets and $22,174,201 in liabilities as of the Chapter 11 filing. SEABIRD EXPLORATION: Extends Grace Period to Nov. 23 ---------------------------------------------------- Reference is made to earlier stock exchange notices. Based on the ongoing due diligence process with Fugro Norway AS and the restructuring dialogue with key stakeholders, Norsk Tillitsmann ASA has granted extensions of the SBX01 RET and the SBX02 RET with a grace period of five and two business days, respectively, bringing the payment date to Nov. 23, 2011 for both bond loans. The extension is given on the condition that interest and default interest will accrue pursuant to the bond agreement. The extension may be terminated at any time upon (i) the receipt by the Bond Trustee of a written instruction from the appropriate number of the voting bonds to revoke the extension of the grace period, or (ii) a bondholders' meeting resolves to revoke the extension of the grace period. SeaBird Exploration PLC "SeaBird" is a global provider of marine solutions for seabed acquisition of 3D/4C/4D multimode seismic data with OBN operations, marine 2D and 3D seismic data, and associated products and services to the oil and gas industry. SeaBird specializes in high quality operations within the high end of the source vessel and 2D market, as well as in the shallow water 2D/3D market. Main focus for the company is proprietary seismic surveys (contract seismic). Main success criteria for the company are an unrelenting focus on Health, Safety, Security, Environment and Quality (HSSEQ), combined with efficient collection of high quality seismic data. SMART ONLINE: Delays Filing of Quarterly Report on Form 10-Q ------------------------------------------------------------ Smart Online, Inc., is unable to timely file its Form 10-Q for the quarter ended Sept. 30, 2011, due to the additional time necessary to comply with XBRL requirements. The Company expects to file its 10-Q for Sept. 30, 2011, within the five day extension period provided by Rule 12b-25. About Smart Online Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides Web site consulting services, primarily in the e-commerce retail industry products and services. The Company reported a net loss of $3.95 million on $1.03 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $9.54 million on $1.42 million of total revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.28 million in total assets, $22.34 million in total liabilities and a $21.06 million total stockholders' deficit. As reported by the TCR on April 4, 2011, Cherry, Bekaert & Holland, LLP, in Raleigh, North Carolina, noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2010. These conditions, according to the independent auditors, raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. SOLYNDRA LLC: Delayed Layoffs Until After 2010 Election ------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Solyndra LLC postponed a layoff announcement until the day after the 2010 midterm elections following a "push" by the Department of Energy for a delay, according to documents released by House Republican lawmakers in connection with a congressional probe. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. In the Chapter 11 cases, the Debtors are pursuing a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors are unable to identify any such potential buyers, an orderly liquidation of the Debtors' assets for the benefit of their creditors. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. BDO Consulting, a division of BDO USA, LLP, as financial advisor and BDO Capital Advisors, LLC, serves as investment banker for the creditors' panel. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Solyndra LLC. The Committee has tapped Blank Rome LLP as counsel. Solyndra is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are Evergreen Solar and start-up Spectrawatt Inc., both of which filed in August, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. SOUTH EDGE: Meritage Appealing Confirmation of Plan --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Meritage Homes Corp., one of the eight owners of the 2,000- acre Inspirada residential development in Henderson, Nevada, filed an appeal from the Oct. 27 confirmation order by the U.S. Bankruptcy Court in Las Vegas approving the Chapter 11 plan for the project. The plan was sponsored by the project's secured lenders and the other owners from the homebuilding industry. Mr. Rochelle notes that Meritage had the only objection to confirmation. The project's owner, South Edge LLC, is under control of a Chapter 11 trustee who joined in the settlement later. They joined in the settlement later. About South Edge Las Vegas, Nevada-based South Edge LLC owns the Inspirada project, an uncompleted 2,000-acre residential development in Henderson, Nevada, about 16 miles (26 kilometers) southeast of Las Vegas. The eight owners of the project include an affiliate of KB Home, a 49% owner. Other owners are Coleman Toll LP with 10.5%, Pardee Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer Homes USA Inc. with 2.6%. JPMorgan Chase Bank, N.A., Credit Agricole Corporate and Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968) on Dec. 9, 2010, against South Edge, LLC. The petitioning creditors are part of a lender group that provided a $595 million credit. New York-based JPMorgan serves as lender and agent for the group. South Edge filed motions to dismiss the involuntary petition. The Court conducted a contested trial on Jan. 24 and 25, 2011, and Feb. 2 and 3, 2011. On Feb. 3, 2011, the Court entered an order for relief under Chapter 11 of the Bankruptcy Code against the Debtor and issued an order directing the appointment of a chapter 11 trustee. The United States Trustee appointed Cynthia Nelson to serve as Chapter 11 trustee on Feb. 20, 2011. The Court approved the appointment three days later. South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel. The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm as local counsel. Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A., are represented by lawyers at Morrison and Foerster LLP; and Lewis and Roca LLP. Credit Agricole is represented by lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury & Standish. SP NEWSPRINT: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: SP Newsprint Holdings LLC aka Bulldog Acquisition I LLC Bulldog Acquisition II LLC Publishers Papers Southeastern Paper Recycling SP Newsprint Merger LLC 80 Field Point Road Greenwich, CT 06830 Bankruptcy Case No.: 11-13649 Debtor-affiliates that filed separate Chapter 11 petitions: Debtor Case No. ------ -------- SP Newsprint Co., LLC 11-13650 SP Recycling Corporation 11-13651 SEP Technologies, L.L.C. 11-13652 Type of Business: SP Newsprint Holdings LLC is a newsprint company controlled by polo-playing mogul Peter Brant. SP Newsprint is the second Brant-owned newsprint company to tumble into bankruptcy proceedings in recent years. SP Newsprint is one of the largest producers of newsprint in North America. SP Recycling Corporation, a Georgia corporation and the Debtors' other operating company, was established in 1980 as a means for SP to secure a ready supply of recycled fiber, a key raw material for its newsprint. Chapter 11 Petition Date: Nov. 15, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtors' Counsel: CAHILL GORDON & REINDEL LLP Eighty Pine Street New York, NY 10005-1702 Tel.: (212) 701-3000 Fax (212) 269-5420 Debtors' Local Counsel: Lee E. Kaufman, Esq. Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 North King Street One Rodney Square Wilmington, DE 19801 Tel: (302) 651-7582 Fax: (302) 651-7701 E-mail: kaufman@rlf.com collins@RLF.com Debtors' Financial Advisors: ALIXPARTNERS, LLP Debtors' Claims and Noticing Agent: THE GARDEN CITY GROUP, INC. Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petitions were signed by Edward D. Sherrick, executive vice president and chief financial officer. List of DEBTORS' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Waste Management Trade Debt $3,776,067 390 Innovation Way Spartenburg, SC 29385 Rocktenn Recycling Trade Debt $1,417,813 14079 Collection Center Drive Chicago, IL 60693-0140 Lazard Ltd. Trade Debt $1,014,666 30 Rockefeller Plaza New York, NY 10020 United Healthcare Health $880,004 1 Penn Plaza 8th Floor Insurance New York, NY 10019 FCR Recycling Trade Debt $813,314 P.O. Box 1364 Willston, VT 05495 Laurens County Tax Commissioner Property Tax $688,586 P.O. Box 2099 Dublin, GA 31040 Asten Johnson Inc. Trade Debt $682,101 P.O. Box 751985 Charlotte, NC 28275-1985 Georgia Central Railway, L.P. Trade Debt $678,467 13901 Sutton Park Drive South Suite 125 Jacksonville, FL 32224 KT Brokerage Ltd. Trade Debt $615,378 3900 Hobbs St. Victoria, BC V8N4C9 Paper Stock Dealers, Inc. Trade Debt $602,790 1111 Mitchell Street Knoxville, TN 37917 Pratt Industries Recycling Trade Debt $572,915 1800 A Saratoga Parkway Conyers, GA 30013 American President Lines (APL) Trade Debt $557,641 116 Inverness Drive East Englewood, CO 80112 Southern Appalachian Coal Sales Trade Debt $508,643 9050 B Executive Park Drive Suite 100 Knoxville, TN 37923 Schneider National Inc. Trade Debt $497,325 P.O. Box 281496 Atlanta, GA 30384-1496 Land Care Services LLC Trade Debt $474,424 1513 Telfair Street Dublin, GA 31021 Rumpke Recycling Trade Debt $473,447 P.O. Box 538708 Cincinnati, OH 45253 Corrosion Monitoring Trade Debt $466,110 Services, Inc. 902 Equity Drive Saint Charles, IL 60174 Tidewater Fibre Corp. Trade Debt $455,513 1958 Diamond Hill Road Chesapeake VA, 23324 Cell Mark Inc. Trade Debt $424,814 P.O. Box 641 Norwalk, CT 06856 Allied Waste Trade Debt $421,853 684 Mauldin Road Greenville, SC 29607 Link American Transportation Trade Debt $419,690 P.O. Box 731503 Dallas, TX 75373-1503 EKA Chemicals Trade Debt $404,962 P.O. Box 905860 Charlotte, NC 28290-5860 Swift Transportation Trade Debt $379,327 P.O. Box 643985 Pittsburgh, PA 15264-3985 Applied Industrial Technologies Trade Debt $370,490 22810 Network Place Chicago, IL 60673-1225 Super Service LLC Trade Debt $368,730 24940 Network Place Chicago, IL 60673-1249 MSC Co. Trade Debt $366,636 10050 NW Freeway Suite 100 Houston, TX 77092 Universal AM-Can Ltd. Trade Debt $349,155 P.O. Box 33297 Detroit, MI 48232 CSX Transportation Trade Debt $347,138 P.O. Box 532652 Atlanta, GA 30353-2652 Continental Paper Grading Co. Trade Debt $344,216 P.O. Box 88654 Chicago, IL 60680-1654 Pension Benefit Guaranty Unknown Corporation Office of Chief Counsel 1200 K. Street N.W. Washington, D.C. 20005-4026 STUDIO ONE: SingerLewak LLP Raises Going Concern Doubt ------------------------------------------------------ Studio One Media, Inc., filed on Nov. 7, 2011, its annual report on Form 10-K for the fiscal year ended June 30, 2011. SingerLewak LLP, in Los Angeles, expressed substantial doubt about Studio One Media's ability to continue as a going concern. The independent auditors noted that the Company has historically suffered recurring losses from operations, has a substantial accumulated deficit and has limited revenues. The Company reported a net loss of $9.1 million on $522,379 of revenues for the fiscal year ended June 30, 2011, compared with a net loss of $5.3 million on $206,059 of revenues for the fiscal year ended June 30, 2010. The Company's balance sheet at June 30, 2011, showed $2.7 million in total assets, $1.6 million in total liabilities, and stockholders equity of $1.1 million. A copy of the Form 10-K is available for free at: http://is.gd/4rN4qe Scottsdale, Ariz.-based Studio One Media,. Inc. (OTC BB: SOMD) is a diversified media and technology company. The Company's wholly- owned subsidiaries include MyStudio, Inc., and AfterMaster HD Audio Labs, Inc. TRAILER BRIDGE: Files for Bankruptcy, Has $15MM DIP Financing ------------------------------------------------------------- Trailer Bridge, Inc. filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. The petition was filed in the U.S. Bankruptcy Court for the Middle District of Florida. The Company's filing of Chapter 11 comes one day after its $82.5 million 9.25% Senior Secured Notes became due. The Company believes that this action is the quickest and most efficient way to restructure its balance sheet and ensure the long-term strength of its operations. The Company hopes to complete this reorganization by the end of the first quarter of 2012, and will work closely with its existing debt holders to emerge quickly from Chapter 11. Subject to Bankruptcy Court approval, and with the help of its financial advisor Global Hunter Securities Trailer Bridge has an agreement for $15 million in debtor-in-possession, or DIP, financing. This financing will enable to the Company to meet its post filing obligations in the ordinary course of business, maintain its sailing schedule and level of service and finance the costs associated with the Chapter 11 process. During the Company's Chapter 11 case, Trailer Bridge, does not expect any significant or unusual reductions in overhead, and will continue its regular vessel deployment and sailing schedule. Trailer Bridge provides multiple, weekly U.S. Flag sailings between Jacksonville, Florida, and San Juan, Puerto Rico, weekly sailings between Jacksonville, Florida, and the Dominican Republic, as well as weekly inter-island service between Puerto Rico and the Dominican Republic. William G. Gotimer, Jr. and Mark A. Tanner, the Company's co-Chief Executive Officers, jointly stated, "While not an easy decision, we are confident that restructuring our business and capital structure will allow us to continue to provide reliable, uninterrupted service to our customers. Since the Company was founded in 1991, our management team has felt that our system provides shippers with a completely integrated and cost-efficient method of connecting the US mainland with Puerto Rico and the Dominican Republic. With the average age of our vessel fleet of 16 years and use of 53-foot high-cube containers, Trailer Bridge offers the most modern ocean freight transportation system in the Caribbean. In recent weeks, we have seen significant volume increases in our southbound freight service and increased revenue. We believe that the efficiencies and service we offer shippers will become increasingly important to shippers in the coming months and years. " Messer's Gotimer and Tanner concluded, "We fully expect to meet the needs of our customers, our commitments to employees and our obligations to suppliers during this restructuring, and greatly appreciate their loyal support during this process. This plan, if successfully implemented, will result in a revitalized company with a vastly improved and deleveraged balance sheet." Chapter 11 of the U.S. Bankruptcy Code allows a company to continue to operate its business and manage its assets in the ordinary course of business. Congress enacted Chapter 11 to avoid the negative effects of liquidation proceedings and to enable a debtor business to preserve its going concern value and its operations, as well as to provide its employees with jobs and to satisfy creditor claims based upon the value of the reorganized company. About Trailer Bridge Trailer Bridge, Inc. provides integrated trucking and marine freight service to and from all points in the lower 48 states and Puerto Rico and Dominican Republic, bringing efficiency, service, security and environmental and safety benefits to domestic cargo in that traffic lane. This total transportation system utilizes its own trucks, drivers, trailers, containers and U.S. flag vessels to link the mainland with Puerto Rico via marine facilities in Jacksonville, San Juan and Puerto Plata. TRIANGLE HOLDINGS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Triangle Holdings, LLC 2044 Highway 182 West P.O. Box 2313 Columbus, MS 39704 Bankruptcy Case No.: 11-15293 Chapter 11 Petition Date: November 11, 2011 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Craig M. Geno, Esq. HARRIS JERNIGAN & GENO, PLLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 E-mail: cmgeno@hjglawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Scott C. Hannon, member/owner. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Triangle Maintenance Service LLC 11-15142 11/03/11 TRIDENT MICROSYSTEMS: Posts $39.1 Million Net Loss in Q3 -------------------------------------------------------- Trident Microsystems, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $39.1 million on $80.1 million of revenues for the three months ended Sept. 30, 2011, compared with a net loss of $17.5 million on $176.6 million of revenues for the same period of 2010. For the nine months ended Sept. 30, 2011, the Company had a net loss of $106.1 million on $238.0 million of revenues, compared with a net loss of $75.1 million on $438.6 million of revenues for the corresponding period last year. The Company's balance sheet at Sept. 30, 2011, showed $236.8 million in total assets, $112.8 million in total liabilities, and stockholders' equity of $124.0 million. As of Sept. 30, 2011, the Company had an accumulated deficit of $316.8 million. The Company has incurred operating losses and generated negative cash flows for the last three years. "Given the loss of a significant expected intellectual property licensing and engineering transaction, delays in mass production of new programs, the continuing costs of the Company's previously announced restructuring activities and a soft consumer electronics market, the Company anticipates that the quarterly loss in the fourth quarter will be at least as large as what the Company has seen over the past year, further eroding the Company's cash position," the Company said in the filing. "The Company's near term liquidity has been negatively impacted by these factors and it will be required to secure additional sources of cash sooner than previously expected. The Company's current expectation is to successfully develop strategic alternatives to improve near term liquidity. However, the Company can make no assurances and there is uncertainty regarding the Company's ability to maintain liquidity sufficient to operate its business effectively over at least the next twelve months, which raises substantial doubt as to its ability to continue as a going concern." A copy of the Form 10-Q is available for free at: http://is.gd/Ai725t Sunnyvale, California-based Trident Microsystems, Inc., is in the digital home entertainment market, delivering an extensive range of platform solutions that enhance the consumer experience in the Connected Home and select Consumer Electronics (CE) products. Trident's solutions can be found in the products of leading OEMs and channel partners worldwide. TUCSON ELECTRIC: $250-Mil. Unsec. Bonds Gets 'BBB-' --------------------------------------------------- Fitch Ratings has assigned a 'BBB-' rating to Tucson Electric Power Company's (TEP; Fitch Issuer Default Rating (IDR) of 'BB+') $250 million 5.15%, unsecured bonds, due Nov. 15, 2021. Proceeds will be used to retire $150 million of variable-rate debt, pay down revolver borrowings, and for general corporate purposes. The Rating Outlook for TEP is Positive. The Positive Outlook incorporates gradual improvement in TEP's risk profile with continued progress in lengthening debt maturities and reduced reliance on variable interest rate debt. Fitch also expects a generally reasonable outcome in the utility's anticipated 2012 General Rate Case (GRC) which should permit recovery of higher operating expenses incurred over the last few years. Currently, TEP is operating under a five-year non-fuel base-rate freeze following settlement of its 2007 GRC. The ratings also reflect TEP's stable earnings and cash flows, competitive electric rates, and successful renegotiation of its bank agreement. Rating concerns include high debt leverage, limited room under debt-to-capitalization leverage restrictions in TEP's bank agreements and frozen non-fuel base rates through 2012. Additionally, TEP is precluded from filing a new rate case before June 30, 2012. Management of costs and ultimate recovery of such expenses will be key to maintaining credit metrics. U.S. EAGLE: Court Approves Grubb & Ellis as Real Estate Broker -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized U.S. Eagle Corporation to employ Grubb & Ellis Company as its real estate broker. The firm has agreed to: (a) take the necessary steps to list and market the Debtor's "Riverside properties" in a manner to maximize the value thereof; (b) facilitate the dissemination of information to interested parties with respect to the Riverside Properties; (c) assist the Debtors with the sale process, and (d) take any other acts to prepare for, conduct and effectuate the sale of the Riverside Properties and to ensure the highest possible price(s) and/or best offer(s) for the Riverside Properties. Subject to this Court's approval and in accordance with Sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, as may be applicable, the rules of this Court, and such other procedures as may be fixed by order of this Court, the Debtors requests that Grubb & Ellis be compensated on a percentage fee basis in accordance with the terms of the Agreement. About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. No trustee or examiner has been requested or appointed in the Chapter 11 cases. U.S. EAGLE: Court Approves Collier Int'l as Real Estate Broker -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized U.S. Eagle Corporation and its debtor-affiliates to employ Collier International NJ LLC as real estate broker. The firm agrees to: a) take the necessary steps to list and market the Lawrenceville Property located at 6 Litho Road, Lawrenceville, New Jersey, in a manner to maximize the value thereof; b) facilitate the dissemination of information to interested parties with respect to the Lawrenceville Property ; c) assist the Debtors with the sale process; d) take any other acts to prepare for, conduct and effectuate the sale of the Lawrenceville Property; and e) ensure the highest possible price and best offer for the Lawrenceville Property. The Debtors propose to compensate the firm on a fixed percentage fee basis of 5% of the gross sale amount. The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. No trustee or examiner has been requested or appointed in the Chapter 11 cases. VALENCE TECHNOLOGY: Smith Electric Pays $2.4 Million Debt --------------------------------------------------------- As disclosed in the Form 10-Q for the quarter ended Sept. 30, 2011, filed by Valence Technology, Inc., on Nov. 8, 2011, the Company increased its allowance for doubtful accounts by $1.9 million in the quarter ended Sept. 30, 2011, related to disputed amounts owed to the Company by Smith Electric Vehicles. On Nov. 10, 2011, Smith paid the Company $2,390,916, which amount satisfied the outstanding payment obligations of Smith to the Company. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company reported a net loss of $12.68 million on $45.88 million of revenue for the year ended March 31, 2011, compared with a net loss of $23.01 million on $16.08 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $41.23 million in total assets, $89.47 million in total liabilities, $8.61 million in redeemable convertible preferred stock, and a $56.84 million total stockholders' deficit. As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in Austin, Texas, noted that Company's recurring losses from operations, negative cash flows from operations and net stockholders' capital deficiency raise substantial doubt about its ability to continue as a going concern. VENTANA HILLS: Chapter 11 Bankruptcy Case Closed ------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois closed the Bankruptcy Case of Ventana Hills, Ltd., et al. As reported in the Troubled Company Reporter on Sept. 13, 2011, the Hon. Pamela S. Hollis confirmed the Plan of Reorganization proposed by Ventana Hills Associates, Ltd., et al., and Anglo Irish Bank Corporation Limited dated July 20, 2011. Anglo Irish is the Debtors' secured creditor and holds a first mortgage lien on the Debtors' apartment complex and substantially all of the Debtors' assets. On July 20, the Debtors and Anglo Irish submitted a stipulation and agreement in support of the confirmation of the joint Plan. The Plan generally contemplates the continuation of the Debtors' business, with payment in full, including interest on all allowed claims, through an extension of the maturity of the Debtors' secured institutional debt, the payment of the Debtors' real estate tax debts and the installment payment of the Debtors' unsecured debt. The Plan, although containing certain terms different from the terms of the Debtors' prior Plan does not adversely alter the treatment of any impaired class of claims who voted in favor of the Debtors' prior Plan. A full-text copy of the July 20 Plan is available for free at http://bankrupt.com/misc/VENTANAHILLS_plan.pdf About Ventana Hills Ventana Hills Associates, Ltd., is the owner and operator of a residential apartment project located in Pittsburgh, Pennsylvania, known as "Ventana Hills Apartments. Ventana Hills Apartments was constructed in 2002 as a rental apartment community, in two phases, and was purchased by the Debtor in 2004 for $50,000. Ventana Hills Associates and affiliate Ventana Hills Phase II, L.P., filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 09-41755) on Nov. 3, 2009. The Debtors each estimated assets of and debts of $50 million to $100 million in their respective petitions. Richard H. Fimoff, Esq., at Robbins, Salomon & Patt Ltd., in Chicago, Illinois, represented the Debtor. VERIFONE INC: Moody's Reviews 'Ba3' CFR for Possible Downgrade -------------------------------------------------------------- Moody's Investors Service has placed VeriFone Inc.'s ratings, including the Ba3 corporate family rating (CFR), on review for possible downgrade following the company's announcement today that it plans to acquire Point, a Northern European provider of payment services for retailers, for approximately EUR 770 million (about $1 billion USD), consisting of EUR 600 million of purchase price and EUR 170 million of existing Point debt that will be paid off at closing. Pro forma for this acquisition, Moody's expects adjusted debt to EBITDA to increase from just below 3x to mid 4x assuming an incremental $1 billion of additional debt and $80-90 million of acquired EBITDA and no assumed synergies from the Point or Hypercom acquisitions. RATINGS RATIONALE Our review will focus on VeriFone's debt structure and financial leverage of the combined entity upon closing of the financing, liquidity position, prospects for debt reduction over the intermediate term, acquisition appetite, and the strategic benefits and integration risks associated with the merger in terms of potential synergies and cost savings. Ratings under review are: Corporate family rating -- Ba3 Probability-of-default rating -- Ba3 $25 million ($40 million originally) Senior Secured Revolving Credit Facility due 2012 -- Ba1 (LGD2 - 20%) $220 million Senior Secured Term Loan due 2013 -- Ba1 (LGD2 - 20%) The principal methodology used in rating VeriFone, Inc. was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Headquartered in San Jose, California, VeriFone is a leading provider of POS payment systems, solutions and services with annual revenues over $1.1 billion. VIR-LEN MIRACLE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Vir-Len Miracle, LLC 7350 Oakman Dearborn, MI 48126 Bankruptcy Case No.: 11-69196 Chapter 11 Petition Date: November 10, 2011 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Hussein Saab, president. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Eljah, Inc. 11-69195 11/10/11 VIRGIN OFFSHORE: Gordon Arata Initially OK'd as Trustee's Counsel ----------------------------------------------------------------- The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized, on an interim basis, Gerald H. Schiff, Chapter 11 trustee in the Chapter 11 case of Virgin Offshore USA, Inc., to employ the law firm of Gordon, Arata, McCollam, Duplantis & Eagan, LLC as counsel. As reported in the Troubled Company Reporter on Nov 3, 2011, Gordon Arata is representing the trustee in the case and investigate assets of the estate, including, without limitation, claims and causes of action of the estate, possible recoveries from avoidance actions, and rights in connection with ownership and lease of real estate. The trustee disclosed that he is a member of the firm. The trustee proposes to employ: 1. Louis M. Phillips, leader of the firm's Bankruptcy/Debtor- Credit Practice Group; 2. Courtney S. Lauer, member; 3. Peter A. Kopfinger, member; 4. C. "Peck" Hayne, member; 5. Matthew "Matt" J. Randazzo, III, member; 6. Fernand L. Laudumiey, IV, member; 7. Ryan J. Richmond, associate; and 8. Patrick M. Shelby, associate. To the best of the trustee's knowledge, the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The Court also ordered that the rates charged by counsel between the date of entry of the order and the final hearing on the application to employ, are approved to the extent that they do not exceed $375 per hour for attorneys and $90 for paralegals/legal assistants. The Court will convene a final hearing on Nov. 22, 2011, at 2:00 p.m., to consider the trustee request to employ the firm as counsel. About Virgin Offshore Virgin Offshore USA, Inc., based in New Orleans, Louisiana, produces oil and gas. Creditors Dynamic Energy Services LLC, Precision Drilling Company, LP, and Tanner Services LLC, owed $1,895,824 in the aggregate, commenced an involuntary Chapter 11 bankruptcy proceeding against Virgin Offshore USA (Bankr. E.D. La. Case No. 11-13028) on Sept. 16, 2011. The petitioning creditors are represented by Michael A. Crawford, Esq., at Taylor Porter Brooks & Phillips LLP, H. Kent Aguillard, Esq., at Young, Hoychick and Aguillard; and Jacque B. Pucheu, Jr., Esq., at Pucheu, Pucheu & Robinson, LLP. An affiliate of Virgin Offshore USA, Virgin Oil Company Inc., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 09-11899) on June 25, 2009. The involuntary Chapter 11 bankruptcy petition against Virgin Offshore USA, Inc., has been transferred to Judge Elizabeth W. Magner. The case was first given to Judge Jerry A. Brown. WEST END FINANCIAL: Plan Outline Hearing Adjourned Until Nov. 22 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has adjourned the hearing on the Disclosure Statement explaining West End Financial Advisors LLC's Chapter 11 Plan to Nov. 22, 2011, at 10:00 a.m. As reported in the Troubled Company Reporter on Sept. 15, 2011, there are three secured creditors with claims aggregating about $13 million. West End believes that the security interest for a $5 million claim is invalid, according to the disclosure statement. The TCR reported that there are $13 million in general unsecured creditor claims and $67 million in unsecured investor claims. The investors' claims will be treated as claims rather than equity and share pro rata with general creditors. Under the Plan, valid secured claims will be paid with five-year, interest-bearing secured notes. The notes can be paid before maturity. One secured claim, for $1.7 million, will be paid in full if the lender receives $1 million by March. About West End Financial West End Financial Advisors LLC, Sentinel Investment Management Corp. and a number of affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15, 2011. New York-based West End estimated its assets and debts at $1 million to $10 million. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtors' bankruptcy counsel. William Landberg created WEFA in 2000 as an investment and financial management company. Subsequently he purchased Sentinel Investment Management Corp., a boutique investment advisory company. Sentinel and WEFA targeted individual private clients for investments in fixed income funds and alternative investment products. Mr. Landberg's ultimately resigned from all West End related entities effective June 2, 2009, following a probe on misappropriation of funds. Schedules of assets and liabilities for West End and its funds showed assets of $400,000 and debt of $6.7 million, not including $66 million from investors who may or may not be considered creditors. Debt includes $5.5 million in secured claims, according to the schedules. Secured creditors with the largest claims are DZ Bank ($118.1 million), West LB ($41 million), Iberia Bank ($11.3 million), and Suffolk County National Bank ($8.3 million). WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income -------------------------------------------------------------- Westmoreland Coal Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $1.57 million on $132.44 million of revenue for the three months ended Sept. 30, 2011, compared with net income of $2.41 million on $124.08 million of revenue for the same period during the prior year. The Company reported a net loss of $3.2 million on $506.1 million of revenues for 2010, compared with a net loss of $29.2 million on $443.4 million of revenues for 2009. Operating income was $20.5 million in 2010 compared to a loss of $31.8 million in 2009. The Company also reported a net loss of $25.07 million on $372.35 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $621,000 on $378.15 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $768.96 million in total assets, $943.33 million in total liabilities and a $174.36 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/xkt6Ou About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. * * * As reported in the TCR on March 4, 2011, Standard & Poor's Ratings Services said that it assigned a 'CCC+' corporate credit rating to Colorado Springs, Colorado-based Westmoreland Coal Co. The rating outlook is stable. WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income -------------------------------------------------------------- Westmoreland Coal Company reported net income of $1.57 million on $132.44 million of revenue for the three months ended Sept. 30, 2011, compared with net income of $2.41 million on $124.08 million of revenue for the same period a year ago. The Company reported a net loss of $3.2 million on $506.1 million of revenues for 2010, compared with a net loss of $29.2 million on $443.4 million of revenues for 2009. Operating income was $20.5 million in 2010 compared to a loss of $31.8 million in 2009. The Company also reported a net loss of $25.07 million on $372.35 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $621,000 on $378.15 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $768.96 million in total assets, $286.46 million in total debt, and a $174.36 million total deficit. "We are very pleased with our third quarter results," said Keith E. Alessi, Westmoreland's President and CEO. "Despite losing significant tons again this quarter to flooding and record levels of hydropower generation, we managed to increase both our operating income and Adjusted EBITDA over the prior year. Additionally, through excellent preparation and response, our ROVA Power operation minimized its downtime and mitigated impacts Hurricane Irene had on our third quarter operations." A full-text copy of the press release is available for free at: http://is.gd/LK3Sks About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. * * * As reported in the TCR on March 4, 2011, Standard & Poor's Ratings Services said that it assigned a 'CCC+' corporate credit rating to Colorado Springs, Colorado-based Westmoreland Coal Co. The rating outlook is stable. WINDRUSH SCHOOL: Court OKs Meyers Law Group as Counsel ------------------------------------------------------ Windrush School sought and obtained permission from the U.S. Bankruptcy Court for the District of California permission to employ Meyers Law Group, P.C. as counsel. Upon retention, the firm will, among other things: a. prepare and file the Debtor's schedules of assets and liabilities, statement of financial affairs, and other documents required under the Bankruptcy Code; b. advice and consult, and if appropriate, document preparation and negotiation, with respect to a plan of reorganization or other disposition of the case herein; and c. review and analysis, and if appropriate preparation of formal objections, with respect to claims asserted against the estate herein; MLG has agreed to be compensated on a time-spent basis, based upon its usual and customary hourly rates and fees. MLG presently charges $620.00 per hour for Mr. Meyers' services, and $420.00 to $450.00 per hour for its current associates' services. Those rates are typically reviewed and adjusted at the beginning of each calendar year. The Debtor first engaged MLG as its bankruptcy counsel in September 2011. Pursuant to the terms of the engagement, the Debtor has transferred the following funds to MLG, to be credited monthly as services are provided to the Debtor: a. On Sept. 6, 2011, the amount of $50,000.00; and b. On Sept. 29, 2011, the amount of $101,039.00. Merle C. Meyers, principal at of Meyers Law, attests that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. About Windrush School Based in El Cerrito, California, Windrush School is a private K-8 school. The Company filed for Chapter 11 protection on Sept. 30, 2011 (Bankr. D. N.D. Calif. Case No. 11-70440). Judge William J. Lafferty presides over the case. Merle C. Meyers, Esq., at Meyers Law Group PC, represents the Debtor. The Debtor estimated assets and debts of between $10 million and $50 million. Attorneys for secured lender Wells Fargo Bank N.A. are Mike C. Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq., at Reed Smith LLP. Wells Fargo is the Indenture Trustee on $13 million of bonds issued by the California Statewide Communities Development Authority to Windrush School. WOLF MOUNTAIN: U.S. Trustee Wants More Info on Special Counsel -------------------------------------------------------------- Peter C. Anderson, U.S. Trustee for Region 16, asks the U.S. Bankruptcy Court for the Central District of California to require Wolf Mountain Resorts, L.C. to provide the information for the Court's consideration of its motion to employ John P. Kreis, P.C. as special counsel. According to the U.S. trustee, Mr. Kreis has failed to make required showing that it is entitled to the monthly payment procedure -- the special counsel seeks monthly payments and reimbursements by making monthly draws against the $5,000 retainer; and the employment application contains incomplete information regarding the identity, experience and billing rates of any of the generally referenced members, associates, of counsel attorneys or other employees of proposed special counsel. The trustee notes that Mr. Kreis declaration failed to attach even a redacted version of any engagement agreement in support of the employment application. The U.S. Trustee is Represented by: Jill M. Sturtevant, Esq. Assistant U.S. Trustee Kenneth G. Lau, trial attorney Office of the U.S. Trustee 725 S. Figueroa St., Suite 2600 Los Angeles, CA 90017 Tel: (213) 894-4480 Fax: (213) 894-2603 E-mail: Kenneth.G.Lau@usdoj.gov About Wolf Mountain Resorts Wolf Mountain Resorts, L.C., based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11- 30162) on May 9, 2011. Judge Peter Carroll presides over the case. David S. Kupetz, Esq., and Mark S. Horoupian, Esq., at SulmeyerKupetz, serve as bankruptcy counsel. Wolf Mountain Resorts estimated that both its assets and debts measure between $100 million and $500 million. WORLDWIDE INFO: Judge Allows Hartford to Intervene in Privacy Case ------------------------------------------------------------------ Keith Goldberg at Bankruptcy Law360 reports that U.S. District Judge Nanette K. Laughrey on Tuesday allowed Hartford Casualty Insurance Co. to make its case as to why a $40 million monetary judgment shouldn't be imposed in a class action against now- bankrupt Hartford policyholder Worldwide Information Inc. over Driver's Privacy Protection Act violations. Law360 relates that Judge Laughrey granted Hartford's motion to intervene in the suit, three months after granting a win to a putative class of Missouri drivers who claimed Worldwide's reselling of its entire database of driver's license information violated the DPPA. YRC WORLDWIDE: Files Form 10-Q, Incurs $120.1-Mil. Q3 Net Loss -------------------------------------------------------------- YRC Worldwide Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $120.08 million on $1.27 billion of operating revenue for the three months ended Sept. 30, 2011, compared with a net loss of $62.43 million on $1.13 billion of operating revenue for the same period during the prior year. The Company also reported a net loss of $264.93 million on $3.65 billion of operating revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $346.89 million on $3.24 billion of operating revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $2.68 billion in total assets, $2.94 billion in total liabilities and a $262.67 million total shareholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/BL84UB About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. KPMG LLP's audit reports on the consolidated financial statements of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each contain an explanatory paragraph that states that the Company has experienced significant declines in operations, cash flows and liquidity and these conditions raise substantial doubt about the Company's ability to continue as a going concern. * * * In January 2011, Standard & Poor's Ratings Services placed its 'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on CreditWatch developing. At the same time, S&P is withdrawing the existing issue level ratings on Yellow Corp.'s senior unsecured debt, given the negligible amounts outstanding. "The ratings on Overland Park, Kan.-based YRCW reflect its near- term liquidity challenges, meaningful off-balance-sheet contingent obligations related to multiemployer pension plans, as well as its participation in the competitive, capital-intensive, and cyclical trucking industry," said Standard & Poor's credit analyst Anita Ogbara. "YRCW's substantial (albeit deteriorating) market position in the less-than-truckload (LTL) sector, which has high barriers to entry, partially offsets these characteristics. We characterize YRCW's business profile as weak, financial profile as highly leveraged, and liquidity as weak." In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in recognition of the agreed debt restructuring which will result in losses for certain existing debt holders. In a related action Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest but critical improvements in the company's credit profile that should result from its recently-completed financial restructuring. The positioning of YRCW's PDR at Caa2\LD reflects the completion of an offer to exchange a substantial majority of the company's outstanding credit facility debt for new senior secured credit facilities, convertible unsecured notes, and preferred equity, which was completed on July 22, 2011. As reported by the TCR on May 5, 2011, Fitch Ratings downgraded YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior unsecured rating affirmed at 'C/RR6'. In addition, Fitch has removed YRCW's ratings from Rating Watch Negative. Fitch said that although it appears increasingly likely that the company will successfully complete the restructuring, until the transactions constituting the restructuring close, which is not anticipated until late July 2011, there exists a potential for the transaction to fail, in which case Fitch expects the company would be forced to file for Chapter 11 bankruptcy protection. ZAIS INVESTMENT: Court Denies Motion for Reconsideration -------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has denied the application of Zais Investment Grade Limited VII to reconsider its order denying the employment of Maples & Calder as special Cayman Islands counsel. As reported in the Troubled Company Reporter on May 30, 2011, Zais has proposed to tap Maples and Calder to advise and consult with respect to matters of Cayman Islands law, including, without limitation, all implications of Cayman Islands concerning the Debtor's day to day operations and day to day bankruptcy proceedings. About Zais Investment Grade Limited Zais Investment Grade Limited VII is based in Grand Cayman. On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore Masters, L.P. filed an involuntary Chapter 11 petition against Zais Investment Grade Limited VII. On April 26, 2011, the U.S. Bankruptcy Court for the District of New Jersey entered an order for relief under chapter 11 of the Bankruptcy Code. The Debtor tapped Wollmuth Maher & Deutsch LLP as general bankruptcy counsel, and Jones Day as special counsel. The Debtor disclosed $365,771,549 in liabilities in its schedules. ZOGENIX INC: Incurs $22 Million Third Quarter Net Loss ------------------------------------------------------ Zogenix, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $22.03 million on $10.39 million of total revenue for the three months ended Sept. 30, 2011, compared with a net loss of $22.12 million on $7.05 million of total revenue for the same period a year ago. The Company also reported a net loss of $60.19 million on $29.67 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $71.42 million on $14.63 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $116.88 million in total assets, $86.71 million in total liabilities and $30.16 million in total stockholders' equity. Roger Hawley, chief executive officer of Zogenix, stated, "In August, we announced positive pivotal phase 3 efficacy results for our most advanced investigational product candidate, Zohydro. In addition to meeting the primary endpoint of the study, Zohydro demonstrated strong results for several important secondary efficacy endpoints. Combined with our long-term safety study, we believe we are well positioned for our NDA submission. We have a pre-NDA meeting scheduled with the FDA in the fourth quarter and remain on track to submit our NDA for Zohydro by early 2012." A full-text copy of the Form 10-Q is available for free at: http://is.gd/G8hh1f About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about Zogenix'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 lack of sufficient working capital. * Assured Guaranty May Back Debt From Alabama Municipalities ------------------------------------------------------------ Dow Jones' Daily Bankruptcy Review reports that Assured Guaranty Ltd.'s municipal bond insurance unit will reconsider backing debt from Alabama municipalities or those from other states without strong bondholder protections against bankruptcy, its chief executive said. * NBH Plans IPO Of Up To $250 Million to Fund Bank Purchases ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that NBH Holdings Corp. filed plans for an initial public offering of up to $250 million worth of common stock to help the company continue its strategy of buying bank assets in certain high-potential markets. * Study: Past Defaults No Guide to Today's Municipal Woes --------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a new study on nearly a century of municipal-bond defaults showed that many of the cities that missed debt payments during the Great Depression wouldn't have today, giving weight to the argument that the current economic slowdown will tip few state and local governments into default. * New York City Sees Increase in Commercial Property Defaults ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that despite a robust recovery of commercial real estate values since the depths of the recession, New York City properties purchased during the boom years are increasingly falling into default. * J.P. Morgan Plans to Issue CMBS Backed by Defaulted Loans ----------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that J.P. Morgan Chase & Co. next year plans to issue the first U.S. commercial mortgage- backed securities supported by defaulted loans since the 1990s as it revives a practice that regulators used to extricate the nation from the savings-and-loan crisis. * FHA Deals With Solvency Questions as Mortgage Losses Rise ---------------------------------------------------------- Dow Jones' Daily Bankruptcy Court reports that concerns are rising that the Federal Housing Administration could run out money if the economy doesn't recover soon, raising the risk the agency would seek a taxpayer bailout for the first time in its 77-year history. * Federal Reserve's Primary Trading Partners Hit Hard Times ----------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that four of the Federal Reserve's main trading partners have failed in the past four years, a record that has critics charging that the central bank is doing a poor job monitoring firms on the other side of its own trades. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In Re Michael Lee Bankr. N.D. Ala. Case No. 11-83920 Chapter 11 Petition filed November 9, 2011 In Re Ellen Sher Bankr. D. Ariz. Case No. 11-31373 Chapter 11 Petition filed November 9, 2011 In Re Microgroup Manufacturing, Inc. Bankr. D. Ariz. Case No. 11-31282 Chapter 11 Petition filed November 9, 2011 filed pro se In Re The Sher Survivor Trust Bankr. D. Ariz. Case No. 11-31369 Chapter 11 Petition filed November 9, 2011 See http://bankrupt.com/misc/azb11-31369.pdf Represented by: Stanford E. Lerch, Esq. Lerch & Associates, PC E-mail: ldlaw@ldlawaz.com In Re Hawshon Riley Bankr. C.D. Calif. Case No. 11-56542 Chapter 11 Petition filed November 9, 2011 In Re Sung Kim Bankr. C.D. Calif. Case No. 11-56543 Chapter 11 Petition filed November 9, 2011 In Re Ron Ask Bankr. E.D. Calif. Case No. 11-46589 Chapter 11 Petition filed November 9, 2011 In Re Eleno Dela Cruz Bankr. S.D. Calif. Case No. 11-18385 Chapter 11 Petition filed November 9, 2011 In Re Troy Bostick Bankr. M.D. Fla. Case No. 11-08213 Chapter 11 Petition filed November 9, 2011 In Re Shirley Hodgson Bankr. S.D. Fla. Case No. 11-41253 Chapter 11 Petition filed November 9, 2011 In Re Danny Balbach Bankr. D. Idaho Case No. 11-03327 Chapter 11 Petition filed November 9, 2011 In Re New England Heavy Hauling, LLC Bankr. D. Mass. Case No. 11-44701 Chapter 11 Petition filed November 9, 2011 See http://bankrupt.com/misc/mab11-44701.pdf Represented by: Jesse I. Redlener, Esq. Dalton & Finegold LLP E-mail: jredlener@dfllp.com In Re Nationwide Crushing and Recycling, LLC Bankr. D. Mass. Case No. 11-44703 Chapter 11 Petition filed November 9, 2011 See http://bankrupt.com/misc/mab11-44703.pdf Represented by: Jesse I. Redlener, Esq. Dalton & Finegold LLP E-mail: jredlener@dfllp.com In Re 725 North Hickory Avenue, LLC Bankr. D. Md. Case No. 11-32236 Chapter 11 Petition filed November 9, 2011 See http://bankrupt.com/misc/mdb11-32236p.pdf See http://bankrupt.com/misc/mdb11-32236c.pdf Represented by: John K. Burkhardt, Esq. John K. Burkhardt, P.A. E-mail: jkburkhardt@msn.com In Re Charles Kim Stacey Kim Bankr. D. Md. Case No. 11-32182 Chapter 11 Petition filed November 9, 2011 In Re Reginald Hart Andrea Hart Bankr. D. Md. Case No. 11-32226 Chapter 11 Petition filed November 9, 2011 In Re Robert Mullendore Bankr. D. Mont. Case No. 11-62141 Chapter 11 Petition filed November 9, 2011 In Re Suresh Srivastava Bankr. D. Nev. Case No. 11-27576 Chapter 11 Petition filed November 9, 2011 In Re Gerald MacNeil Bankr. D. N.H. Case No. 11-14135 Chapter 11 Petition filed November 9, 2011 In Re Suncook River Realty Trust, LLC Bankr. D. N.H. Case No. 11-14136 Chapter 11 Petition filed November 9, 2011 See http://bankrupt.com/misc/nhb11-14136.pdf Represented by: David P. Azarian, Esq. Azarian Law Office, PLLC E-mail: dazarian@azarianlaw.net In Re Washington Bakery, LLC Bankr. D. N.J. Case No. 11-42577 Chapter 11 Petition filed November 9, 2011 See http://bankrupt.com/misc/njb11-42577.pdf Represented by: Joan S. Lavery, Esq. Lavery & Sirkis E-mail: joan.lavery@verizon.net In Re Biltwood Properties, LLC Bankr. M.D. Pa. Case No. 11-07600 Chapter 11 Petition filed November 9, 2011 See http://bankrupt.com/misc/pamb11-07600.pdf Represented by: Lawrence G. Frank, Esq. Thomas, Long, Niesen and Kennard E-mail: lawrencefrank@earthlink.net In Re Peter Phillips Bankr. D. Utah Case No. 11-36136 Chapter 11 Petition filed November 9, 2011 In Re Ron Alexander Bankr. W.D. Wash. Case No. 11-23055 Chapter 11 Petition filed November 9, 2011 In Re John Pelegrino Bankr. C.D. Calif. Case No. 11-56699 Chapter 11 Petition filed November 10, 2011 In Re Elizabeth Cortina Bankr. N.D. Calif. Case No. 11-14102 Chapter 11 Petition filed November 10, 2011 In Re Grow, Inc. Bankr. M.D. Fla. Case No. 11-17014 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/flmb11-17014.pdf Represented by: Michael E. Morris, Esq. Morris Legal Group, PLLC E-mail: mike@morrislegalgroup.com In Re Simpler Solar Systems, Inc. Bankr. N.D. Fla. Case No. 11-40909 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/flnb11-40909.pdf Represented by: Robert C. Bruner, Esq. E-mail: RobertCBruner@hotmail.com In Re Guillermo Garcia Bankr. S.D. Fla. Case No. 11-41385 Chapter 11 Petition filed November 10, 2011 In Re Witwin, LLC dba Lilburn Family Dentistry and d/b/a Zoom Dental Bankr. N.D. Ga. Case No. 11-82568 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/ganb11-82568.pdf Represented by: George M. Geeslin, Esq. E-mail: geeslingm@aol.com In Re Lilburn Family Dentistry, LLC Bankr. N.D. Ga. Case No. 11-82570 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/ganb11-82570.pdf Represented by: George M. Geeslin, Esq. E-mail: geeslingm@aol.com In Re Omni Storage VI, L.L.C. Bankr. E.D. La. Case No. 11-13711 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/laeb11-13711p.pdf See http://bankrupt.com/misc/laeb11-13711c.pdf Represented by: Barry W. Miller, Esq. E-mail: bmiller@hellerdraper.com In Re Jose Sanchez-Balcazar Bankr. D. Nev. Case No. 11-27680 Chapter 11 Petition filed November 10, 2011 In Re KOL Marble And Granite, L.L.C. Bankr. D. N.J. Case No. 11-42635 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/njb11-42635.pdf Represented by: Joseph A. Diorio, Esq. E-mail: josephdiorioesq@yahoo.com In Re Diamond Catering Inc. Bankr. D. Nev. Case No. 11-27662 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/nvb11-27662.pdf Represented by: Gerry G. Zobrist, Esq. E-mail: gerry@zobristlaw.com In Re INIVIX International, Inc. Bankr. D. Nev. Case No. 11-27667 Chapter 11 Petition filed November 10, 2011 filed pro se In Re Ronald Mabry Bankr. E.D. Texas Case No. 11-61016 Chapter 11 Petition filed November 10, 2011 In Re J & GC, Inc. dba Frontier Concrete Services Bankr. N.D. Texas Case No. 11-37225 Chapter 11 Petition filed November 10, 2011 See http://bankrupt.com/misc/txnb11-37225.pdf Represented by: Eric A. Liepins, Esq. Eric A. Liepins, P.C. E-mail: eric@ealpc.com In Re Nam Oh Bankr. W.D. Wash. Case No. 11-23120 Chapter 11 Petition filed November 10, 2011 In Re Carm's Builders, Inc. Bankr. D. Ariz. Case No. 11-31512 Chapter 11 Petition filed November 11, 2011 See http://bankrupt.com/misc/azb11-31512.pdf Represented by: Charles R. Hyde, Esq. Law Offices Of C.R. Hyde E-mail: crhyde@gmail.com In Re Richard Hovell Bankr. W.D. Mo. Case No. 11-62410 Chapter 11 Petition filed November 11, 2011 In Re Wayne Stutts Bankr. M.D. N.C. Case No. 11-11728 Chapter 11 Petition filed November 11, 2011 In Re Martin Maniaci Deborah Maniaci Bankr. N.D. Ohio Case No. 11-19634 Chapter 11 Petition filed November 11, 2011 In Re Phil Garside, Inc. Bankr. W.D. Tenn. Case No. 11-13451 Chapter 11 Petition filed November 11, 2011 See http://bankrupt.com/misc/tnwb11-13451.pdf Represented by: Michael T. Tabor, Esq. E-mail: marissav@bellsouth.net In Re Pilar Gonzalez Bankr. C.D. Calif. Case No. 11-56862 Chapter 11 Petition filed November 13, 2011 ********* 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 ***