/raid1/www/Hosts/bankrupt/TCR_Public/111129.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, November 29, 2011, Vol. 15, No. 331
Headlines
216 WEST 18: Files Schedules of Assets and Liabilities
ABBOTT HOMES: Files for Bankruptcy to Stop Foreclosure Auction
ALERE INC: Moody's Affirms 'B1' Corporate Family Rating
AMBAC FIN'L: Wins Nod to Employ PwC as Valuation Advisor
AMBAC FIN'L: Equity Holder Wants Independent Asset Valuation
AMBAC FIN'L: Equity Holder Asks for Equity Committee
ANDRONICO'S MARKETS: To Close Telegraph Avenue Store in Berkeley
ATLANTIC & PACIFIC: Has Concessions From All 13 Union Locals
BARBETTA LLC: Court Sets Dec. 15 Plan Confirmation Hearing
BELTWAY ONE: Confirmation Hearings to Commence on Jan. 9
BLACK MOUNTAIN: Files Schedules of Assets and Liabilities
BMO NESBITT: Moody's Affirms Ratings of ABCP Programs
BON SECOUR: Must Confirm Plan by Dec. 30 or Case Is Dismissed
BOOMERANG SYSTEMS: Issues $1.3-Mil. 6% Convertible Notes Due 2016
BORDERS GROUP: Kobo Service Agreement Rejected Effective Oct. 1
BORDERS GROUP: Negative Effect on Agree's Results Continue
CAMP COOLEY: OK'd to Amend Certificate of Limited Partnership
CHARBEL FAHED: PNC Bank May Answer Lawsuit by Dec. 12
CHRISTIAN BROTHERS: Exclusivity Extensions Hearing Set for Dec. 6
CHRYSLER LLC: Daimler AG Fends Off Suit by Creditors
CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
CRYSTALLEX INT'L: Informed of TSX Listing Review
CYBERDEFENDER CORP: To Offer $18.2 Million Common Shares
DAYBREAK OIL: Obtains $600,000 from UBS Bank
DELPHI CORP: Wells Fargo Defends Relief From Service Orders
DELPHI CORP: DAL Says Class Price Fixing Suits Without Merit
DESERT GARDENS: Seeks to Use U.S. Bank's Cash Collateral
DESERT GARDENS IV: Taps Sierra Consulting as Financial Advisors
DESERT GARDENS: Hiring Jennings Strouss as Chapter 11 Counsel
DESERT GARDENS IV: Sec. 341 Creditors' Meeting Set for Dec. 6
DTF CORPORATION: Section 341(a) Meeting Scheduled for Jan. 9
DUNE ENERGY: Has 74% Acceptance of Exchange Offer
DYNAMIC BUILDERS: Chapter 11 Plan Declared Effective Nov. 10
DYNEGY INC: Debtors Propose to Employ EPIQ as Claims Agent
DYNEGY INC: Bankruptcy Triggers Event of Default In Loan Deals
DYNEGY INC: NYISO & FCI File Notices Of Appearance
EVANS OIL: Hearing on Further Access to Cash on Dec. 8
EVERGREEN SOLAR: Closes Sale of Core Assets to Max Era Properties
EVERGREEN SOLAR: Board Appoints Christian Ehrbar as New CEO
FRANCISCAN COMMUNITIES: Says No to Patient Care Ombudsman
FRANCISCAN COMMUNITIES: Seeks to Employ Jones Day as Counsel
FSG-R LLC: Court Sets Combined Plan Hearing for Dec. 12
GELT PROPERTIES: Proofs of Claims Bar Date Scheduled for Dec. 31
GELT PROPERTIES: Wants to Complete Plan Negotiation with Creditors
GYMBOREE CORP: Bank Debt Trades at 9% Off in Secondary Market
HDD ROTARY: Court Orders Sec. 363 Auction on Dec. 13, 2011
H&H BAGELS: GA Keen to Sell Prime Manhattan Redevelopment Property
HSH DELAWARE: Court Issues Final Decree Closing 9 Cases
HUSSEY COPPER: Can Employ Saul Ewing as Bankruptcy Counsel
HUSSEY COPPER: Can Employ SSG Capital as Investment Banker
HUSSEY COPPER: Can Employ Huron to Provide CRO, Add'l Personnel
INT'L STORYTELLING: To File Chapter 11 Plan in December
INT'L TENNIS CENTER: Bank Wants Chapter 22 Case Dismissed
INT'L TENNIS CENTER: Files Schedules of Assets and Liabilities
INT'L TENNIS CENTER: Hiring Stibor Group as Bankruptcy Counsel
INT'L TENNIS CENTER: Sec. 341 Creditors' Meeting on Thursday
INTERSTATE BAKERIES: Fuel Provider Must Return $54T
JEFFERSON COUNTY, AL: Kurtzman Carson Approved as Claims Agent
JEFFERSON COUNTY, AL: Has Dec. 12 Deadline to File Creditor List
KAHUKU HOSPITAL: Hawaii Court Rules on Fee Enhancement Requests
KINGFISHER AIRLINES: Lessors Set to Grab Planes
LEHMAN BROTHERS: Settles $100-Mil. of Claims by Alston, et al.
LEHMAN BROTHERS: Proposes to Settle $751MM Natural Gas Dispute
LEHMAN BROTHERS: Lloyd's Authorized to Pay $500k to GameTech
LEHMAN BROTHERS: Court Approves Settlement With Danske Bank
LEHMAN BROTHERS: Court OKs Derivatives Pact Amendment Protocol
LEHMAN BROTHERS: JPM Trying to Move $8.6BB Suit to Dist. Court
LENOX 126 REALTY: Member Wants Ch. 11 Trustee Appointed in Case
LOS ANGELES DODGERS: Fox Wants McCourt to 'Get Out of the Way'
MACCO PROPERTIES: Court OKs Redmond & Nazar as Special Counsel
MACCO PROP: Ch. 11 Trustee Employs Andrew Schmidt as Accountant
MAJESTIC CAPITAL: Plan Exclusivity Extended Until Jan. 18
MAKINO PREMIUM: Files for Chapter 11 Bankruptcy Protection
MANISTIQUE PAPERS Setting Up Feb. 13 Auction Sale
MAQ MANAGEMENT: Super Stop Taps Fisher Auction for Sale of Assets
MAQ MANAGEMENT: Super Stop Wants Adequate Protection Payments OK'd
MF GLOBAL: Elliott Mgt. Has Screening Wall for Claims Trading
MF GLOBAL: T. Butler, et al., Want Lift Stay to Withdraw Accounts
MF GLOBAL: Notifies of Late Filing of Q3 Financial Reports
MF GLOBAL: Stops Dividends to Preferred Stockholders
MF GLOBAL: Appaloosa Discloses 8.64% Ownership of Stock
MF GLOBAL: FMR LLC Has 5.316% Ownership Of Common Stock
MF GLOBAL: Guardian Life, Fine Capital No Long Own Shares
MF GLOBAL: CFTC Confirms Probe on Missing $600-Mil.
MF GLOBAL: Asian Business Units to Be Sold Separately
MF GLOBAL: CME Promises $300MM to Help Former MF Global Clients
MF GLOBAL: Louis J. Freeh Appointed as Chapter 11 Trustee
MONTANA ELECTRIC: US Trustee to Name Freeman as Bankruptcy Trustee
MRA PELICAN: Fannie Mae Paid Over 7 Years Under Amended Plan
MT VERNON: Wants to Sell Properties Via Private Sale or Auction
NATIONAL GRAPHICS: Hires Leverson & Metz as Bankruptcy Counsel
NATIONAL GRAPHICS: Taps Whyte Hirschboeck as Special Counsel
NATIONAL GRAPHICS: Schedules Filing Deadline Extended to Dec. 5
NATIONAL GRAPHICS: May Use Cash Collateral Through Dec. 13
NATIVE WHOLESALE: Proposes Gross Shuman as Bankr. Counsel
NATIVE WHOLESALE: Hires Jaeckle Fleischmann to Assist in Plan Work
NATIVE WHOLESALE: Has Leonard Violi, Prepetition Atty., on Board
NATIVE WHOLESALE: Taps Windels Marx for Assessment Litigation
NATIVE WHOLESALE: Section 341(a) Meeting Scheduled for Dec. 21
NEWPAGE CORP: Seeks Approval of Incentive Plan for 15 Employees
NORTHCORE TECHNOLOGIES: Holders to Convert Remaining Debentures
OPEN RANGE: Obtains Authority to Sell Assets Quickly
OTERO COUNTY: Linda Bloom Ok'd as Counsel for Patient Care Umpire
OTTER TAIL LAKE: Files for Chapter 11 Bankruptcy Protection
OXLEY DEVELOPMENT: Taps William Orange III as Bankr. Counsel
OXLEY DEVELOPMENT: Sec. 341 Creditors' Meeting Today
PACIFIC MONARCH: Sale-Related Hearings Set for Dec. 5 & Jan. 12
PALISADES 6300: Wants Access to U.S. Bank's Cash Collateral
PALISADES 6300: Wants to Pay Vendor Claims for Continued Services
PETRA FUND: Examiner Discharged, Relieved from 3rd-Party Discovery
PMI GROUP: Taps Kurtzman Carson Consultants as Claims Agent
PURE BEAUTY: Wins Approval to Auction Business in January
PURE BEAUTY: Section 341(a) Meeting Continued to Nov. 30
QUALTEQ INC: Versatile Has Access to ABOC's Cash Collateral
QUALTEQ INC: Creative Has Access to Harris Cash Collateral
QUALTEQ INC: Veluchamy Can Access Lenders' Cash Collateral
QUALTEQ INC: Avadamma LLC Gets Final OK to Use MB Cash Collateral
RCR PLUMBING: Court to Consider Further Cash Collateral Use Today
REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market
RUDEN MCCLOSKY: Dec. 2 Final Hearing on Berger Singerman Hiring
RUDEN MCCLOSKY: Has Interim Approval to Hire CRO
RUDEN MCCLOSKY: Stay Relief Sought in Legal Malpractice Lawsuit
SBARRO INC: Completes Reorganization, Emerges From Chapter 11
SHASTA LAKE: Plan Intends to Pay BofA in Full from Houseboats Sale
STATION CASINOS: Has Stipulation to Continue Taxation Proceeding
STATION CASINOS: Committee Says Sierra Fees Are Reasonable
STATION CASINOS: Court OKs Final Fees of Milbank Tweed, et al.
TOUSA INC: E&Y OK'd to Provide Add'l Employee Benefits Services
TRAVELPORT HOLDINGS: To Record $19.7-Mil. Cash Charge in Q4
TRAVELPORT INC: Bank Debt Trades at 16% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 39% Off in Secondary Market
TRIBUNE CO: District Court OKs Neil Class Settlement
TRIBUNE CO: Removal Period Extended Until Feb. 29
TRIBUNE CO: Has Approval of Calif. Tax Board Settlement
TTC PLAZA: Hires Vista Brokerage as Real Estate Agent
TXU CORP: Bank Debt Trades at 34% Off in Secondary Market
UNITED CONTINENTAL: Gives 4Q/Full Year 2011 Projections
UNITED CONTINENTAL: Expects 2012 Consolidated Capacity To Be Flat
UNITED CONTINENTAL: Amends 2010 Annual Report
UNITED CONTINENTAL: UAL Pilots Fail to Delay Operating Protocol
VITRO SAB: Unit Wins Protection as Judge Cites Possible Fraud
VM ASC: Directed to File Amended Plan and Disclosure Statement
WATERSONG APARTMENT: Plan Outline Hearing Rescheduled to Jan. 5
WINDRUSH SCHOOL: Mediation Session Resumes Today
W.R. GRACE: Wins Nod to Hike OCP Expenses Cap to $1.6-Mil.
W.R. GRACE: Reports 3rd Quarter Clams Settlement
W.R. GRACE: Garlock Appeals Denial to Access Asbestos Docs
WYSTERIA LLC: Section 341(a) Meeting Scheduled for Dec. 27
* Properly Drafted Trust Assets Exempt in Bankruptcy
* Notice Required Before Appointing Trustee Sua Sponte
* Large Companies With Insolvent Balance Sheets
*********
216 WEST 18: Files Schedules of Assets and Liabilities
------------------------------------------------------
216 West 18 Owner LLC filed with the bankruptcy court its
schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A - Real Property $62,300,000
B - Personal Property $651,495
C - Property Claimed
as Exempt
D - Creditors Holding $74,342,445
Secured Claims
E - Creditors Holding $0
Unsecured Priority
Claims
F - Creditors Holding $2,584,723
Unsecured Nonpriority
Claims
About 216 West 18
216 West 18 Owner LLC, 216 West 18 Mezz LLC and 216 West 18 Holder
LLC own a parcel of improved real estate at 218 West 18th Street
in New York.
216 West 18 Owner is wholly owned by 216 West 18 Mezz. Mezz is
wholly owned by 216 West 18 Holder LLC. Holder is owned 94.2% by
HAJ 18 LLC and 5.8% by JK 18 LLC. HAJ 18, wholly owned by Harry
Jeremias, is the managing member of Holder. The 216 West 18
entities do not have any employees.
The 216 West 18 entities, through their restructuring officer,
Steven A. Carlson, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 11-15110 to 11-15112) on Nov. 1, 2011. In its
petition, 216 West 18 Owner estimated $50 million to $100 million
in both assets and debts. Lloyd A. Palans, Esq., at Bryan Cave
LLP, serves as the Debtors' counsel.
The Debtors filed for bankruptcy to implement a prepackaged plan
of liquidation originally proposed by Atlas Capital Group LLC.
Atlas is represented by Greenberg Traurig LLP.
HAJ 18 LLC is represented by Herrick Feinstein LLP.
The mortgage lender, 216 West 18 Lender, an affiliate of Fishman
Holdings North America, is represented by Alston & Bird LLP.
ABBOTT HOMES: Files for Bankruptcy to Stop Foreclosure Auction
--------------------------------------------------------------
Steve Urbon at SouthCoastToday.com reports that Abbott Homes --
Bay Club Phase One LLC filed on Nov. 15, 2011, for Chapter 11
protection with the U.S. Bankruptcy Court in Boston,
Massachusetts, to block a foreclosure proceeding.
According to the report, 14 groups of bidders were ready to make
offers on the house, the individual lots, or the entire parcel, of
the Company. S.S. Group Properties division of U.S. Bank who is
the biggest lender involved will seek the reversal of the stay of
the foreclosure.
The report notes the auction has been rescheduled for Jan. 18,
2012. It is possible that the bank itself will bid on the
property, or it will go to a third party bidder. U.S. Bank is by
far the largest creditor, claiming $6 million. Other creditors
include the town of Mattapoisett, $13,835 for property taxes, and
NStar Electric, $16,439.
Based in Boston, Massachusetts, Abbott Homes - Bay Club Phase One
LLC is a developer that bought 35 house lots on 22 acres at the
upscale and exclusive Bay Club.
ALERE INC: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Alere, Inc.'s Corporate Family
and Probability of Default Ratings at B1. Concurrently, Moody's
assigned a Ba3 rating to the company's proposed $200 million
senior secured term loan B add-on due 2017. At the same time,
Moody's also downgraded Alere's $250 million revolving credit
facility, $625 million senior secured term loan A and its $925
million senior secured term loan B ratings to Ba3 from Ba2. The
change in the secured debt ratings reflect Moody's LGD
methodology, which takes into account the greater proportion of
secured debt now residing within the capital structure. The rating
outlook is stable.
Proceeds from the issuance will be used to pay down the company's
outstanding revolver balance of $150 million, cover transaction
fees and expenses and for general corporate purposes.
This is a summary of Moody's rating actions.
Alere, Inc.
Rating Assigned:
$200 million Senior Secured Term Loan B due 2017 at Ba2 (LGD 2,
31%)
Ratings Downgraded:
$250 million Senior Secured Revolver expiring 2016 to Ba3 (LGD 2,
31%) from Ba2 LGD 2, 27%)
$625 million Senior Secured Term Loan A due 2016 to Ba3 (LGD 2,
31%) from Ba2 LGD 2, 27%)
$300 million Senior Secured Term Loan A delayed-draw due 2016 to
Ba3 (LGD 2, 31%) from Ba2 LGD 2, 27%)
$925 million Senior Secured Term Loan B due 2017 to Ba3 (LGD 2,
31%) from Ba2 LGD 2, 27%)
Ratings affirmed/LGD Assessments Revised:
Corporate Family Rating at B1;
Probability of Default Rating at B1;
$250 million Senior Unsecured Notes due 2016 at B2 (LGD 5, 73%)
from LGD 4, 67%)
$400 million Senior Subordinated Notes due 2018 at B3 (LGD 5, 87%)
from LGD 5, 85%)
$400 million Senior Subordinated Notes due 2016 at B3 (LGD 5, 87%)
from LGD 5, 85%)
Speculative Grade Liquidity Rating at SGL-1
In addition, Moody's clarifies that the issuer of the $250 million
Senior Secured Revolver expiring 2016, $625 million Senior Secured
Term Loan A due 2016 , $300 million Senior Secured Term Loan A
delayed-draw due 2016 and $925 million Senior Secured Term Loan B
due 2017 is Alere, Inc. In Moody's original press release
published on June 16, 2011 Moody's incorrectly stated that ratings
for the proposed $2.0 billion Senior Secured Credit Facilities
were assigned under Alere US Holdings, LLC.
RATINGS RATIONALE
Alere's B1 rating is constrained by its relatively high leverage
in the context of an acquisitive growth strategy alongside share
repurchases, ongoing reimbursement pressures on healthcare
providers and technological risk inherent in the highly
competitive medical diagnostics industry. Furthermore, although
clearly diversifying, the strategic rationale for Alere's recent
expansion in health management remains unproven and a comparable
valuation against its peers, resulted in a fourth quarter of 2010
non-cash charge of $1 billion associated with the impairment of
goodwill in the business.
Nevertheless, the ratings are supported by its strong competitive
position within the point-of-care diagnostic tools market, as well
as its solid cash flow generation. The ratings are further
supported by the company's diverse product offering, and a track
record of technological innovation, which positions the company
well to serve hospitals and other healthcare providers.
The stable ratings outlook reflects the company's healthy pipeline
of consumer and diagnostic products and the potential for
continued margin expansion associated with new products and
ongoing efficiency initiatives. The stable outlook incorporates
the assumption that while Alere may incur additional indebtedness
to pursue acquisitions, pro forma adjusted leverage is expected to
be in the 5.0 times range by the end of fiscal 2012.
The ratings could face pressure if Alere's adjusted debt to EBITDA
were to exceed 5.5 times or free cash flow to adjusted debt were
to fall below 5% for a sustained period. Use of incremental debt
in future acquisitions, lower than expected EBITDA, dividend
payments or increased debt-financed stock buyback activities which
bring pro forma metrics to these levels could result in a
downgrade.
Given the company's increased leverage levels and acquisitive
strategy, an upgrade is unlikely in the near term. However,
Moody's would consider an upgrade if the pace of acquisitions
slows considerably from past levels and the company's adjusted
debt to EBITDA declines below 4.0 times and free cash flow to debt
remains at or above 10% on a sustained basis.
The principal methodology used in rating Alere, Inc was the Global
Medical Products & Device Industry Methodology published in
October 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics. The
health management business includes disease management, maternity
management, and wellness.
Diagnostic products focus on infectious disease, cardiology,
oncology, drugs of abuse and women's health. Reported revenues for
the twelve months ended Sept. 30, 2011 were about $2.3 billion.
AMBAC FIN'L: Wins Nod to Employ PwC as Valuation Advisor
--------------------------------------------------------
Ambac Financial Group, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ PricewaterhouseCoopers LLP as its accounting and valuation
advisors, nunc pro tunc to Sept. 26, 2011.
As the Debtor's advisor, PwC will provide certain accounting
advisory and valuation services to the Debtor, including, among
other things:
(i) accounting advice regarding the Debtor's application and
implementation of fresh start accounting, including
industry standard practices and selection of new
accounting policies;
(ii) advice and assistance in the Debtor's accumulation of data
and preparation of various schedules, account analyses and
reconciliations;
(iii) identification and estimation of the fair value of assets
and liabilities in accordance with FASB ASC 820; and
(iv) project management advisory services regarding advice on
development of project plans, status reports and other
completion risks and interdependencies among the different
work streams.
The Debtor will pay PwC according to the firm's customary rates:
A. Accounting Advisory Fees
Title Rate per Hour
----- -------------
Partner $700
Managing Director $525
Director $500
Senior Manager $500
Manager $375
Senior Associate $315
Associate $250
Admin $103
B. Valuation Fees
Title Rate per Hour
----- -------------
Partner $700
Managing Director $549
Director $522
Senior Manager $522
Manager $401
Senior Associate $335
Associate $282
Admin $103
C. Bankruptcy Services Fees
Title Rate per Hour
----- -------------
Partner $700
Managing Director $500
Director $460
Senior Manager $460
Manager $355
Senior Associate $295
Associate $250
Admin $90
D. Other Accounting Assistance Fees
Title Rate per Hour
----- -------------
Partner $650
Managing Director $485
Director $485
Senior Manager $395
Manager $310
Senior Associate $205
Associate $150
Admin $95
PwC will also seek reimbursement for reasonable and necessary
expenses incurred.
Bret Griffin, a partner at PricewaterhouseCoopers LLP, discloses
that pursuant to the expense sharing and cost allocation agreement
entered into among the Debtor, Ambac Assurance Corporation and
their subsidiaries and affiliates in connection with the Debtor's
Second Amended Plan of Reorganization, effective as of the later
of the effective date of the Plan and the date the Circuit Court
for Dane County, Wisconsin, overseeing the rehabilitation
proceedings of AAC's Segregated Account enters a non-stayed order
approving the Cost Sharing Agreement, AAC will with the Office of
the Commissioner of Insurance, as rehabilitator of the Segregated
Account's consent, reimburse the Debtor for 50% of the fees and
expenses paid to PwC up to a maximum of $1 million.
Mr. Griffin further discloses that on July 7, 2011, the
Rehabilitator filed with the Circuit Court an application seeking
to employ PwC relating to (i) the plan of rehabilitation for the
Segregated Account or possible amendments thereto; (ii) preserving
and quantifying net operating losses; and (iii) the potential
impacts of cancellation-of-indebtedness income and related
planning, structuring and strategies. The Rehabilitator Services
will be provided by a separate PwC engagement team and, an ethical
wall has been established between these separate PwC engagement
teams to prevent access to information related to each engagement
other than by the relevant engagement team, he assures the Court.
In addition, Mr. Griffin discloses that PwC has provided, and
likely will continue to provide to certain parties in matters
services unrelated to the Debtor's Chapter 11 case, a schedule of
which is available for free at:
http://bankrupt.com/misc/Ambac_PwCClients.pdf
Mr. Griffin insists that PwC is a "disinterested person" as the
term is defined under Section 101 (14) of the Bankruptcy Code.
About Ambac Financial
Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.
Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.
Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy. AAC is being restructured by state regulators in
Wisconsin. AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.
Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.
On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.
Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.
Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel. The Blackstone Group LP is the Debtor's
financial advisor. Kurtzman Carson Consultants LLC is the claims
and notice agent. KPMG LLP is tax consultant to the Debtor.
Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors. Lazard Freres
& Co. LLC is the Committee's financial advisor.
Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).
AMBAC FIN'L: Equity Holder Wants Independent Asset Valuation
------------------------------------------------------------
Wolfgang Drogis alleges that Judge Shelley Chapman has the equity
holders already buried in Ambac Financial Group, Inc.'s Chapter 11
case without giving them a chance.
Mr. Drogis referred to the bankruptcy judge's statement in a
report that equity holders are not getting anything in the
Debtor's bankruptcy. "These folks are frustrated, may not have a
full understanding of the workings of the bankruptcy code," Judge
Chapman said, according to the cited report.
Mr. Drogis insists that pursuant to Section 527 of the Bankruptcy
Code, disclosure is an asset and debt statement required in each
bankruptcy case. Without this asset/liabilities confrontation,
the Court can not make a fair and equitable decision, he argues.
Mr. Drogis believes that the assets of the Debtor are at least
$20 billion or more.
Accordingly, Mr. Drogis asks Judge Chapman to be fair and
equitable, to decide strictly according to law, and to arrange
for an independent valuation of the Debtor's assets.
About Ambac Financial
Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.
Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.
Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy. AAC is being restructured by state regulators in
Wisconsin. AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.
Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.
On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.
Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.
Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel. The Blackstone Group LP is the Debtor's
financial advisor. Kurtzman Carson Consultants LLC is the claims
and notice agent. KPMG LLP is tax consultant to the Debtor.
Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors. Lazard Freres
& Co. LLC is the Committee's financial advisor.
Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).
AMBAC FIN'L: Equity Holder Asks for Equity Committee
----------------------------------------------------
William Lanza related that on Oct. 15, 2011, he received a
proposal from Rust Consulting to settle any claims against Ambac
Financial Group, Inc., for $0.11 per share. During the time frame
indicated in the letter, he owned 5,895 shares of AFG common
stock. The notice provided that if he did not want to participate
in the settlement, he must write to Rust by Sept. 7, 2011.
Otherwise, he will not be able to participate in any litigation or
settlements other than the proposed
$0.11/share settlement.
Mr. Lanza alleged that he received the letter after the
September 7 deadline, thus he was unable to object to the
proposed settlement. He insisted that this was intentional on
behalf of AFG and Rust Consulting.
Against this backdrop, Mr. Lanza believes that it is imperative
to establish an equity committee on behalf of the shareholders of
the Debtor to receive a more equitable treatment in the Debtor's
Chapter 11 case
Mr. Lanza also objects to the $0.11/share settlement, insisting
that this settlement is a blatant attempt to defraud investors of
their rights.
About Ambac Financial
Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.
Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.
Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy. AAC is being restructured by state regulators in
Wisconsin. AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.
Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.
On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.
Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.
Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel. The Blackstone Group LP is the Debtor's
financial advisor. Kurtzman Carson Consultants LLC is the claims
and notice agent. KPMG LLP is tax consultant to the Debtor.
Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors. Lazard Freres
& Co. LLC is the Committee's financial advisor.
Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).
ANDRONICO'S MARKETS: To Close Telegraph Avenue Store in Berkeley
----------------------------------------------------------------
Bay City News reports that Andronico's said it will close its
Telegraph Avenue store in Berkeley, Calif.
According to the report, the closure is related to the chain's
restructuring after it filed for Chapter 11 bankruptcy this
August. Five stores will remain open and "will receive the
company's full attention" as part of a capital improvement plan
expected to begin early next year.
"The closing of the Telegraph Avenue store became necessary
because the property would have been too difficult to bring up to
the standards that our customers expect and deserve," the report
quotes Bill Andronico, a third-generation member of the market's
founding family, as saying.
According to the report, Andronico said the chain is now
financially stable following the sale of the company to Renovo
Capital.
"We have completed a difficult restructuring process, and I am
pleased that we have been able to save the business and in the
process preserve 375 jobs," the report quotes Mr. Andronico as
saying.
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.
ATLANTIC & PACIFIC: Has Concessions From All 13 Union Locals
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. reached an accord
with its 13 union locals on 34 new collective bargaining
agreements, surmounting the last major obstacle to emerging from
bankruptcy reorganization, the company said in a court filing.
According to the report, the U.S. Bankruptcy Court in White
Plains, New York, will hold a hearing on Dec. 5 for approval of
contracts with locals affiliated with the United Food & Commercial
Workers International Union. Terms of the revised agreements will
be disclosed tomorrow after union members have been briefed by
their leader on what the contracts mean for them, a court filing
said.
Mr. Rochelle recounts that A&P filed a proposed Chapter 11 plan
founded upon a $490 million debt and equity financing announced
this month. The proposed financing, tentatively approved by the
bankruptcy judge, allows A&P to accept a better offer if one
appears. New investors sponsoring the plan include Yucaipa Cos.,
Goldman Sachs Group Inc. and Mount Kellett Capital Management LP.
According to Mr. Rochelle, holders of convertible notes, 9.125%
senior notes, general unsecured creditors, and landlords are to
split up $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
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.
BARBETTA LLC: Court Sets Dec. 15 Plan Confirmation Hearing
----------------------------------------------------------
On Oct. 24, 2011, U.S. Bankruptcy Judge J. Rich Leonard granted
conditional approval to the disclosure statement, filed Oct. 18,
2011, explaining Barbetta LLC's Chapter 11 Plan.
The Court fixed Dec. 1, 2011 as the last day for filing and
serving written objections to the disclosure statement. If no
objections or requests to modify the disclosure statement are
filed on or before that date, the conditional approval of the
disclosure statement will become final. Any objections to or
requests to modify the disclosure statement will be considered at
the confirmation hearing, which is scheduled for Thursday,
Dec. 15, 2011, at 2:00 p.m.
The Court fixed Dec. 1, 2011, as the last day for filing written
acceptances or rejections of the plan. The enclosed ballot should
be completed and filed with the plan proponent on or before that
date.
The Court also Dec. 1, 2011, as the last day for filing and
serving written objections to confirmation of the plan.
The Plan, filed Oct. 18, 2011, contemplates a continuation of the
Debtor's business. In accordance with the Plan, the Debtor
intends to satisfy creditor claims from income earned through
continued operations of leasing its real property. The Plan
focuses on retaining those Properties that are financially
feasible for the Debtor to maintain as rental properties and
restructuring the obligations secured by such properties.
The Plan designates twelve classes of claims:
Class 1 ? Administrative Costs will be paid in cash and in full,
within 10 days of the Effective Date. In the event that funds are
not available to pay such administrative class within 10 days of
the Effective Date, each Class 1 claimant agrees to receive
payments over time and will receive payments from the Debtor until
paid in full. Class 1 Claims are Impaired.
Class 2 ? Ad Valorem Taxes will be paid in quarterly payments over
a period of time not to exceed 5 years from the Petition Date.
Class 2 Claims are unimpaired.
Class 3 ? Tax Claims, if any, are unimpaired.
Creditor claims in Classes 4, 5, 6, 7, 8, 9 and 10 are all
impaired under the Plan. The Plan calls for payment of these
Claims over time.
Claims in Class 11 ? Assumption of Executory Contracts and
Unexpired Leases are unimpaired. The Debtor assumes all unexpired
leases which have not already expired according to their terms or
which have not been specifically rejected by the Debtor.
Class 12 ? General Unsecured Claims, estimated at $260,363.69 as
of the date of filing of the Plan, will be paid in full, in
quarterly installments of $13,018.18 per quarter, over a period of
5 years. All payments will be distributed pro rata to allowed
creditors within the Class.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/barbettallc.dkt96.pdf
A copy of the Plan is available for free at:
http://bankrupt.com/misc/barbettallc.dkt95.pdf
About Barbetta, LLC
Based in Selma, North Carolina, Barbetta, LLC, along with its
owners, Charles E. Hester and Barbetta G. Hester, own a combined
total of over 70 properties throughout the state of North
Carolina. A significant majority of these properties are located
in Johnston County, North Carolina; however, the Debtor, along
with the Hesters, own property in 23 separate counties across the
state of North Carolina. All of the income producing properties
are rental properties leased for either commercial or residential
use. The Debtor is the surviving entity after a merger with
Hester 1996 Family Limited Partnership, South Pollock Street
Development & Sign Co., LLC, Hester 5, LLC, and Hester 8, LLC.
The Debtor filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-04370) on June 6, 2011.
Judge J. Rich Leonard presides over the case. Trawick H. Stubbs,
Jr. and Stubbs & Perdue, P.A., represents the Debtor in its
restructuring efforts. The Debtor tapped Charles E. Hester, as
member-manager of the Debtor, and the accounting firm of David J.
Bradley, CPA, as accountants. In its schedules filed together
with the petition, the Debtor disclosed $24,889,321 in total
assets and $12,855,596 in total liabilities. The petition was
signed by Charles E. Hester, member manager.
Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011.
BELTWAY ONE: Confirmation Hearings to Commence on Jan. 9
--------------------------------------------------------
On Nov. 7, 2011, U.S. Bankruptcy Judge Mike K. Nakagawa
conditionally approved the disclosure statement accompanying
Beltway One Development Group, LLC's Plan of Reorganization.
Solicitation Packages will be distributed to Holders, as of
July 13, 2011, of Allowed Claims in Class 1 (Wells Fargo Claim),
Class 2 (BB&T Claim), and Class 5 (General Unsecured Claims),
which Classes are designated as Impaired under the Plan and
entitled to vote to accept or reject the Plan.
Holders, as of the Record Date, of Claims and Interests in Class 3
(Other Secured Claims), Class 4 (Priority Unsecured Claims), and
Class 6 (Equity Securities), are unimpaired and, thus, are not
entitled to vote to accept or reject the Plan.
All ballots must be delivered to Debtor's counsel so as to be
actually received by no later than 5:00 p.m., on Dec. 9, 2011.
The confirmation hearing will be held on: (i) Jan. 9, 2012,
commencing at 9:30 a.m.; (ii) Jan. 10, 2012, commencing at 1:30
p.m.; and Jan. 12, 2012, at 1:30 p.m.
A pre-trial conference in anticipation of the Confirmation Hearing
will be held on Dec. 21, 2011, at 9:30 a.m.
Objections to confirmation of the Plan must be filed with the
Court no later than Dec. 16, 2011. All replies to any objections
to confirmation and Debtor's points and authorities in support of
confirmation of the Plan must be filed with the Court no later
than Dec. 28, 2011.
The ballot summary must be filed by Debtor on or before Dec. 14,
2011.
As reported in the TCR on Nov. 4, 2011, Beltway One Development
Group LLC filed a disclosure statement in connection with the
solicitation of votes on its plan of reorganization, filed on
Oct. 25, 2011.
The Plan designates six classes of claims and interests. The
treatment of each class of claims is as follows:
Class Description Treatment Estimated Claim
----- ----------- --------- ---------------
1 Wells Fargo Claim. Impaired $9,807,506
2 BB&T Claim Impaired $3,235,347
3 Other Secured Claims Unimpaired $0
4 Priority Unsecured Unimpaired
Claims $0
5 General Unsecured Impaired
Claims $28,500
6 Equity Securities Unimpaired N/A
The Wells Fargo Note and the BB&T Note will be modified.
Each creditor with an Allowed General Unsecured Claim will be paid
in full in cash, plus post-Effective Date interest at the
Unsecured Interest Rate, on the 60th Business Day after the
Effective Date. Class 4 is Impaired under the Plan and the
Holders of Class 4 Claims are entitled to vote.
On the Effective Date, the Holders of Equity Securities of Debtor
will retain all of their legal interests. The Holders of the
Class 6 Equity Securities are unimpaired, and are therefore deemed
to have accepted the Plan and are not entitled to vote on the
Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/beltwayone.dkt99.pdf
About Horizon Village Square et al.
Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011. The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.
Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson. The property includes five
retail buildings with nearly 43,000 square feet of space.
Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.
Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.
Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.
Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.
Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel. The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.
A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.
Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Las Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.
BLACK MOUNTAIN: Files Schedules of Assets and Liabilities
---------------------------------------------------------
The Associated Press, citing papers filed in U.S. Bankruptcy Court
in Denver, reports Black Mountain Recycling disclosed assets of a
little more than $615,000 against more than $2.4 million in
liabilities. The majority of the liabilities relate to debts owed
to the prior owners of the business when it was operated as Black
Mountain Disposal.
Based in Grand Junction, Colorado, Black Mountain Recycling LLC
dba Black Mountain Recycling filed for Chapter 11 protection
(Bankr. D. Col. Case No. 11-33341) on Oct. 2, 2011, two weeks
after a judge granted receivership to the facility's former owners
over $1.5 million in promissory notes. Bankruptcy Judge Howard R.
Tallman presides over the case. Guy B. Humphries, Esq. --
guyhumphries@msn.com -- represents the Debtor.
BMO NESBITT: Moody's Affirms Ratings of ABCP Programs
-----------------------------------------------------
Moody's Investors Service affirmed the rating of these ABCP
programs at Prime-1 (sf) during the period November 8, 2011
through November 21, 2011:
BANK OF MONTREAL'S RIDGE TRUST AMENDS EXISTING C$225 MILLION
RENTAL CAR FACILITY
Ridge Trust, a partially supported, multiseller Canadian ABCP
program administered by BMO Nesbitt Burns Inc., a subsidiary of
Bank of Montreal (Aa2/Prime-1/B-), has amended an existing C$225
million rental car facility. The amendments include a $25 million
reduction in the facility limit and a short-term extension of the
termination date.
The transaction is partially supported by a liquidity facility
provided by Prime-1 rated Bank of Montreal. The liquidity facility
will fund for the net book value of the vehicles that are
securitized. Ridge has a single program-level liquidity facility
that is used to support its ABCP.
Ridge does not have any program-level credit enhancement. Ridge
has C$1.448 billion in purchase commitments and C$1.138 billion in
outstanding ABCP.
BARCLAYS' SALISBURY AND SHEFFIELD ADDS $1.182 BILLION INTEREST IN
$2.364 BILLION PRIVATE STUDENT LOAN SECURITIZATION
Salisbury Receivables Company, LLC and Sheffield Receivables
Corp., two partially supported, multiseller ABCP conduits
sponsored by Barclays Bank PLC ("Barclays," rated Aa3/Prime-1/C),
has added a $1.182 billion interest in a $2.364 billion private
student loan facility. Sheffield has a $912.45 million commitment,
while Salisbury has a $270 million commitment.
This transaction is fully supported by a liquidity facility
provided by Prime-1-rated Barclays. The liquidity facility is
sized to cover the principal and interest on the commercial paper
issued to finance the transaction. Barclay's expects to convert
the transaction to partial support in the near future.
With this transaction, Salisbury's program-level credit
enhancement increased by 10% of outstanding ABCP issued to finance
the transaction and Sheffield's program-level credit enhancement
increased by 10% of its portion of the commitment.
HELABA'S OPUSALPHA ADDS EUR 50 MILLION TRADE RECEIVABLE
TRANSACTION
Opusalpha Funding Limited, a partially supported, hybrid ABCP
programme sponsored by Landesbank Hessen-Thueringen ("Helaba",
A1/Prime-1/C-) and administered by Bedell Trust UK Limited (NR),
has added a EUR 50 million transaction to its portfolio. The
transaction is backed by German trade receivable deals originated
in the manufacturing industry.
This transaction is fully supported through a liquidity facility
provided by Helaba, an Irish Branch. The liquidity facility is set
at 102% of the purchase limit and covers the outstanding amount of
assets including all related funding costs without deducting for
default receivables.
At the end of September 2011, Opusalpha had EUR 5 million in
outstanding ABCP and is authorised to issue up to EUR 3 billion of
ABCP. Opusalpha's program-level credit enhancement, which is
provided by Helaba, is at EUR 51.25 million.
NATIXIS' VERSAILLES ADDS $75 MILLION REVOLVING EQUIPMENT FACILITY
Versailles Assets, LLC, a partially supported, multiseller ABCP
conduit sponsored and administered by NATIXIS (Aa3/Prime-1/D+),
New York Branch, has added a $75 million revolving equipment
facility to its portfolio. The facility is backed by small ticket
equipment loans and leases originated by an unrated company.
Transaction-specific credit enhancement is in the form of
subordination, overcollateralization and a non-declining cash
reserve which totals 29.70%. The transaction is partially
supported by a liquidity facility provided by NATIXIS.
Versailles Assets will finance this note by issuing Prime-1 (sf)
rated ABCP to Versailles Commercial Paper, LLC. Versailles
Commercial Paper, in turn, will issue Prime-1 (sf) rated ABCP to
investors in the capital market to purchase the Versailles Assets
ABCP. The liquidity support is at the Versailles Assets level, and
covers any timing mismatch, or liquidity risk, between the
underlying notes and the ABCP issued to Versailles Commercial
Paper. The program-level credit enhancement is at the Versailles
Commercial Paper level.
With this transaction, Versailles' was required to increase its
program-level credit enhancement by 10% of outstanding ABCP
issued. Versailles has $4.41 billion in purchase commitments,
$3.06 billion in ABCP outstanding, and $272 million in program-
level credit enhancement.
MOODY'S COMMENTS ON THE FOLLOWING ABCP PROGRAM DURING THE PERIOD
NOVEMBER 8, 2011 THROUGH NOVEMBER 21, 2011:
BNP PARIBAS' ELIOPEE LIMITED ABCP NOT AFFECT BY UNICREDIT SPA
RATING ACTIONS
For further details, please see Moody's press release dated
November 21, 2011.
THE FOLLOWING ABCP PROGRAMS WERE PLACED UNDER REVIEW FOR POSSIBLE
DOWNGRADE DURING THE PERIOD NOVEMBER 8, 2011 THROUGH NOVEMBER 21,
2011:
UNICREDIT BANK'S ARABELLA FINANCE LIMITED/ARABELLA FINANCE LLC
ABCP PLACED ON REVIEW FOR POSSIBLE DOWNGRADE
For further details, please see Moody's press release dated
November 21, 2011.
UNICREDIT BANK'S SALOME FUNDING PLC ABCP PLACED ON REVIEW FOR
POSSIBLE DOWNGRADE
For further details, please see Moody's press release dated
November 21, 2011.
THE FOLLOWING ABCP PROGRAMS WERE DOWNGRADED DURING THE PERIOD
NOVEMBER 8, 2011 THROUGH NOVEMBER 21, 2011:
BAYERISCHE LANDESBANK'S CORELUX S.A./CORELUX LLC ABCP DOWNGRADED
TO PRIME-2 (SF)
For further details, please see Moody's press release dated
November 21, 2011.
BAYERISCHE LANDESBANK'S GIRO LION FUNDING LIMITED ABCP DOWNGRADED
TO PRIME-2 (SF)
For further details, please see Moody's press release dated
November 21, 2011.
HSH NORDBANK'S POSEIDON FUNDING LIMITED/POSEIDON FUNDING
CORPORATION ABCP DOWNGRADED TO PRIME-2 (SF)
For further details, please see Moody's press release dated
November 21, 2011.
WESTLB'S COMPASS SECURITISATION LIMITED AND COMPASS SECURITIZATION
LLC, SERIES NCCL ABCP NOTES DOWNGRADED TO PRIME-2 (SF) WITH RATING
ON REVIEW WITH UNCERTAIN DIRECTION
For further details, please see Moody's press release dated
November 21, 2011.
RATINGS RATIONALE
Arabella Finance Ltd/Arabella Finance LLC, Salome Funding PLC: The
rating action follows Moody's placing on review for downgrade the
short term rating of UniCredit Bank AG on 16 November, 2011.
Corelux SA/Corelux LLC, Giro Lion Funding Limited: The rating
action follows Moody's downgrading the short term rating of
Bayerische Landesbank to Prime-2 on 16 November 2011.
Compass Securitisation Limited and Compass Securitization LLC: The
rating action on the NCCL series of ABCP reflects the downgrade
WestLB AG (A3 on review uncertain/Prime -2 on review uncertain/E+)
to Prime-2 from Prime-1 on 16 November 2011.
Eliopee Limited: The conduit is not affected by Moody's action to
place the Prime-1 rating of Unicredit SpA on review for downgrade
on 16 November 2011. Unicredit SpA provides liquidity support to
two partially supported transactions within Eliopee. However, the
conduit's EUR 99 million programme-level credit support provided
by BNP Paribas (Aa2 on review/Prime-1/B- on review), mitigates the
link between Unicredit's credit risk and the rating of Eliopee's
ABCP.
Opusalpha Funding Limited: The transaction funded by Opusalpha is
fully supported by transaction-specific liquidity facility. The
liquidity facility covers all risks related to the transaction
(e.g., asset credit risks and seller risks) and is provided by a
Prime-1 bank.
Poseidon Funding Limited/Poseidon Funding Corporation: The rating
action follows Moody's downgrading the short term rating of HSH
Nordbank AG to Prime-2 on 16 November 2011.
Ridge Trust: The assets are performing as expected and the credit
enhancement is intact. A reduction in the facility size, short-
term extension and other amendments are credit neutral.
Salisbury Receivables Company, LLC, Sheffield Receivables Corp.:
The transaction is fully supported by liquidity provided by Prime-
1 rated Barclays.
Versailles Assets LLC and Versailles Commercial Paper, LLC: The
transaction is similar in asset quality and enhancement to term
transactions rated by Moody's issued by the same originator. The
liquidity funding is consistent with the asset analysis.
Furthermore, the program-level credit enhancement exceeds the size
of the transaction.
The principal methodology used in these ratings was "Moody's
Approach to Rating Asset-Backed Commercial Paper" published in
February 2003. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.
Moody's monitors and analyzes ABCP programs on an ongoing basis. A
detailed description of each program is published in the ABCP
Program Review. Some ABCP programs have monthly updated
performance information, which is published in the Performance
Overviews. All publications are available on www.moodys.com.
BON SECOUR: Must Confirm Plan by Dec. 30 or Case Is Dismissed
-------------------------------------------------------------
Bon Secour Partners, LLC, notified U.S. Bankruptcy Court for the
Northern District of Texas that it has reached an agreement with
the U.S. Trustee for Region 6 in relation to the Trustee's amended
motion to dismiss the Debtor's case.
On Aug. 31, 2011, William T. Neary, the U.S. Trustee, related that
pursuant to Court-approved stipulation between the Debtor and its
principal secured lender, Hancock Bank, the terms of the secured
note is restructured the terms, so long as the Debtor makes
payments on the promissory note. The Trustee noted that the
Debtor appeared to be delinquent on its payments to Hancock Bank.
According to the Trustee, as per the Debtor's June 2011, operating
report, the Debtor only had $115 as of June 30, 2011, which shows
little activity.
On Sept. 7, the Debtor requested that the Court dismiss the U.S.
Trustee's motion to dismiss the Debtor's case saying that although
the case docket may not reflect significant activity in the case,
the Debtor has been performing as required under the court-
approved stipulation with Hancock Bank, that the Debtor has
prepared a first amended proposed plan and disclosure statement
that conforms with the Hancock Bank stipulation, and that the
Debtor is prepared to move forward on same.
Pursuant to the agreement:
1. the Court will continue until the earlier of a hearing to
consider the confirmation of the Debtor's proposed plan of
reorganization the hearing to consider the U.S. Trustee's motion
to dismiss the Debtor's case;
2. the Debtor must confirm a plan no later than Dec. 30, 2011;
3. the Debtor will timely comply with all administrative
requirements including but not limited to the timely filing of
operating reports and payment of fees due;
4. if the Debtor fails to confirm a plan by Dec. 30, fails to
file a motion seeking relief from the order by Dec. 30, or fails
to timely comply with any administrative requirements, the U.S.
Trustee will upload a notice of default with an order dismissing
the case; and
5. is the Debtor or any interested party seek to extend
deadlines for confirmation past the Dec. 30, deadline or otherwise
seek relief from the order, any motions seeking the relief will be
filed on or before Dec. 30.
About Bon Secour Partners, LLC
Dallas, Texas-based Bon Secour Partners, LLC, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 09-37580) on
Nov. 3, 2009. Gerrit M. Pronske, Esq., at Pronske & Patel, P.C.,
serves as the Debtor's bankruptcy counsel. The Debtor estimated
assets and debts at $10 million to $50 million. No trustee or
committee of unsecured creditors has been appointed.
BOOMERANG SYSTEMS: Issues $1.3-Mil. 6% Convertible Notes Due 2016
-----------------------------------------------------------------
Boomerang Systems, Inc., on Nov. 18, 2011, issued to subscribers
6% convertible promissory notes due on Nov. 18, 2016, in the
aggregate principal amount of approximately $1.35 million and
warrants to purchase common stock of the Company, par value $.001
per share in a private placement for which the Company received
cash proceeds of approximately $1.25 million and the cancellation
of approximately $100,000 of indebtedness. For each $100,000
invested, a Subscriber was issued a $100,000 principal amount Note
and Warrants to purchase 23,530 shares of the Company's Common
Stock. The Securities were issued as a part of a larger offering
in which the Company raised an aggregate amount of approximately
$3.95 million.
The Notes are convertible into Common Stock at $4.25 per share,
subject to weighted average adjustment for issuances of common
stock or common stock equivalents below the Conversion Price,
subject to certain exceptions. Interest accrues on the Notes at
6% per annum. Interest is payable quarterly, commencing on
Dec. 31, 2011, at the Company's option, interest may be payable
in: (i) cash or (ii) shares of the Common Stock.
The Warrants are exercisable at $4.25 per share, subject to
weighted average adjustment for issuance below the exercise price,
subject to certain exceptions. Cashless exercise is permitted if
the average trading volume of the Company's Common Stock during at
least five of the 10 consecutive trading days immediately
preceding the date of the notice of exercise is at least 10,000
shares, and will be based upon the average of the last sale price
of the Common Stock during the five consecutive trading days prior
to the notice of exercise. In certain instances, a holder will
not be permitted to exercise the Warrant if such exercise would
result in such holder's total ownership of the Company's Common
Stock exceeding 4.9%. The Warrants expire on Nov. 18, 2016.
In connection with the Offering, the Company paid a placement
agent a cash fee of approximately $59,883 for its services as
placement agent. The Company issued to the placement agent
warrants to purchase 27,293 shares of Common Stock. The Placement
Agent Warrants expire on November 18, 2016 and contain
substantially the same terms as those issued to Subscribers.
The Company also entered into a registration rights agreement with
the Subscribers. Pursuant to the registration rights agreement,
the Company agreed to file a registration statement within 90 days
after the closing date of the Offering to register for resale the
shares of Common Stock issuable upon conversion of the Notes and
exercise of the Warrants and Placement Agent Warrants.
On November 18, 2011, the Company issued the Notes convertible
into an initial aggregate amount of approximately 317,652 shares
of Common Stock, Warrants to purchase an initial aggregate amount
of 317,652 shares of Common Stock and Placement Agent Warrants to
purchase an initial amount of 27,293 shares of Common Stock.
The Company maintains that the issuance of these securities is
exempt under the Securities Act of 1933, as amended, in reliance
upon the provisions of Section 4(2) and/or Regulation D
promulgated thereunder as a transaction by an issuer not involving
a public offering. No underwriters were employed in the
transaction. The securities will be deemed restricted securities
for purposes of the Securities Act.
A full-text copy of the Form 8-K is available for free at:
http://is.gd/KMuWbf
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
For the fiscal year ended Sept. 30, 2010, the Company had a net
loss of $15,789,559 compared with a net loss of $9,693,734 during
the prior year. Revenues were $718,530 for the fiscal year ended
Sept. 30, 2010 compared with $0 for the fiscal year ended
Sept. 30, 2009.
The Company's balance sheet at June 30, 2011, showed $4.47 million
in total assets, $6.24 million in total liabilities, and a
$1.77 million total stockholders' deficit.
BORDERS GROUP: Kobo Service Agreement Rejected Effective Oct. 1
---------------------------------------------------------------
Borders Group Inc. and Kobo, Inc. entered into a stipulation
whereby an amended and restated service agreement between the
parties is deemed rejected, terminated, and of no further force
nor effect as of October 1, 2011.
Given the termination of the Agreement, the Debtors confirm that
they have no further rights to use the intellectual property or
other assets or property of Kobo from and after October 1, 2011.
Kobo confirms that it has no further rights to use the
intellectual property or other assets or property of the Debtors
from and after October 1. Nothing in the Parties' Stipulation
will alter the Debtor's rights and claims as a shareholder of
Kobo, or Kobo's obligations to the Debtors as a shareholder and
board member.
Kobo waives the right to assert any claim arising from the
rejection of the Agreement, covenants not to file a proof of
claim pursuant to Section 502(g)(l) in these Chapter 11 cases,
and agrees any claim it has filed or may file will be deemed
withdrawn or waived.
The bankruptcy judge has approved the stipulation.
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.
The Court will convene a hearing to consider confirmation of the
Liquidating Plan on December 20, 2011.
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: Negative Effect on Agree's Results Continue
----------------------------------------------------------
Agree Realty Corporation relates that Borders Group, Inc.
negatively affected its operating results for the quarter ended
September 30, 2011, and will continue to negatively affect its
future operating results due to the anticipated closure of the
Borders corporate headquarter location, according to Agree's
November 4, 2011 Form 10-Q filing with the U.S. Securities and
Exchange Commission for the quarter ended September 30, 2011.
In September 2011, six of Agree Realty's properties formerly
leased to Borders were closed and the leases rejected,
representing $2.4 million of annualized base rent at June 30,
2011. The locations of the six stores were Ann Arbor, Michigan,
Columbia and Germantown, Maryland, Norman, Oklahoma, and two
locations in Omaha, Nebraska. The property in Columbia,
Maryland, was assigned to Books-A-Million. As of September 30,
2011, Agree Realty had one property leased to Borders, Inc. under
a triple net lease, comprised of the Borders Group, Inc.
corporate headquarters in Ann Arbor, Michigan. As of
September 30, 2011, Agree Realty had annualized base rent of
approximately $.8 million from Borders, Inc., amounting to
approximately 2.3% of its total annualized base rent.
During the quarter ended September 30, 2011, the Company
recognized various non-cash items amounting to net charges of
($5,440,000) related to the Borders properties. These included
non-cash impairment charges of $13,500,000, offset by non-cash
deferred revenue recognition of $5,700,000 which is included in
minimum rents and a non-cash gain on extinguishment of debt of
$2,360,000.
The Company has two former Borders properties under contract to
sell for an aggregate sales price of $4.6 million.
"Until Borders determines its plan on the corporate headquarters
location, there will be uncertainty in determining the ultimate
impact on our operations. We have been actively marketing all of
the Borders locations for potential re-tenanting or disposition,"
says Agree Realty.
Agree Realty Corporation's portfolio consisted of 85 properties,
located in 20 states containing an aggregate of approximately
3.8 million square feet of gross leasable area.
CAMP COOLEY: OK'd to Amend Certificate of Limited Partnership
-------------------------------------------------------------
The Hon. Ronald B. King the U.S. Bankruptcy Court for the Western
District of Texas authorized Camp Cooley, Ltd. to amend its
certificate of limited partnership and take any other action
necessary to change its name.
As reported in the Troubled Company Reporter on Oct. 27, 2011, the
Debtor related that the sale of the real property and underlying
minerals to Circle X Land & Cattle Co., Ltd. closed on Aug. 31,
2011. Upon closing the buyer became the owner of certain
intellectual property of the Debtor including the right to use the
name Camp Cooley.
The Debtor added that it has to fulfill its obligations related to
the sale of the ranch, remove the Camp Cooley name from the
potential additional negative implications surrounding the ongoing
bankruptcy case, and allow the buyer to operate under the Camp
Cooley name.
About Camp Cooley
Franklin, Texas-based Camp Cooley Ltd. operated an agricultural
and farming business. Camp Cooley is the entity resulting from
the merger of these entities effective Nov. 7, 2009: North CC
Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate
Genetics, LLC; and Camp Cooley Genetics, LLC.
Camp Cooley filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 09-61311) on Nov. 8, 2009. In its schedules,
the Debtor disclosed $57,917,118 in assets and $28,138,421 in
liabilities.
Blake L. Beckham, Esq., at Beckham & Mandel, Esq., in Dallas; and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harris & Tate, in San Antonio,
Tex., represent the Debtor as counsel.
CHARBEL FAHED: PNC Bank May Answer Lawsuit by Dec. 12
-----------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a second stipulation
and consent order extending to Dec. 12 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. 23 is available at
http://is.gd/Q0u8Kjfrom 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.
CHRISTIAN BROTHERS: Exclusivity Extensions Hearing Set for Dec. 6
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Dec. 6, 2011, at 10:00 a.m., to consider
The Christian Brothers' Institute, et al.'s second request to
extend their exclusivity periods.
The Debtors requested that the Court extend their exclusive
periods to file and solicit acceptances for the proposed Chapter
11 plan until June 21, 2012, and Aug. 20, 2012.
The Debtors current exclusive periods will expire on Dec. 24,
2011, and Feb. 22, 2012.
The Debtors related that they need to determine the aggregate
amount of the claims or the amount that may be necessary to fund a
plan in these cases. In this relation, the Debtors, in
consultation with the Official Committee of Unsecured Creditors,
will afford potential abuse victims at least until June 1, 2012,
to file proofs of claim.
About The Christian Brothers' Institute
The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
In its schedules, The Christian Brothers' Institute disclosed
assets of $63,418,267 and liabilities of $8,484,853 as of the
Petition Date. In its schedules, CBOI discloses assets of
$1,091,084 and liabilities of $3,622,500 as of the Petition Date.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, serves as the Debtors' bankruptcy counsel. The Debtors
tapped McInnes Cooper as their special Canadian litigation
counsel; Re/Max "10" as its real estate broker; Omni Management
Group as (i) claims, noticing and balloting agent, and (ii)
administrative agent.
On May 11, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors. No trustee has been appointed.
CHRYSLER LLC: Daimler AG Fends Off Suit by Creditors
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that unsecured creditors of Old Chrysler won't be
receiving anything on account of the claims against the former
carmaker unless they can convince the U.S. Circuit Court of
Appeals to reverse unfavorable rulings by two lower court judges.
U.S. District Judge Denise Cote on Nov. 22 upheld dismissal of the
creditors' lawsuit against the automaker's former owner Daimler
AG. Judge Cote was upholding a ruling in May when U.S. Bankruptcy
Judge Arthur J. Gonzalez dismissed the creditors' trust's second
attempt at crafting a complaint against the German automaker.
Mr. Rochelle recounts that the liquidating Chapter 11 plan for Old
Chrysler, now formally named Old Carco LLC, was structured so
unsecured creditors would receive nothing out of bankruptcy aside
from recovery in the Daimler suit, and then only if the recovery
were more than $25 million.
Mr. Rochelle notes that with the suit twice dismissed, creditors'
only hope is with another appeal, this time to the U.S. Court of
Appeals for the Second Circuit in Manhattan.
The suit alleged that Daimler, Old Chrysler's former owner,
stripped out the automaker's most valuable assets before the
company was sold in 2007 to Cerberus Capital Management LP.
About Chrysler
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002). Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company. As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.
Fiat has a 20% equity interest in Chrysler Group.
The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case. Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.
* * *
As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.
CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 84.42 cents-
on-the-dollar during the week ended Friday, Nov. 25, 2011, a drop
of 1.86 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. The Company pays 275 basis points above LIBOR to borrow
under the facility. The bank loan matures on May 29, 2014, and
carries Moody's 'B3' rating and Standard & Poor's 'B' rating. The
loan is one of the biggest gainers and losers among 114 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally. It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.
Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America. As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe. Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd. The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.
Claire's Stores reported a net loss of $29.74 million on $704.99
million of net sales for the six months ended July 30, 2011,
compared with a net loss of $20.64 million on $656.31 million of
net sales for the same period a year ago.
The Company's balance sheet at July 30, 2011, showed $2.83 billion
in total assets, $2.87 billion in total liabilities, and a $40.81
million stockholders' deficit.
* * *
Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.
Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'. The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense. This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.
CRYSTALLEX INT'L: Informed of TSX Listing Review
------------------------------------------------
Crystallex International Corporation reported that it has received
a letter from the Toronto Stock Exchange regarding Crystallex's
eligibility for continued listing on the TSX.
On Oct. 5, 2011, the Company received a letter from the Compliance
and Disclosure department of the TSX requesting that the Company
provide information regarding its current operating activities as
part of a fact-gathering process related to meeting the TSX's
continuous listing requirements. The letter stated that if the
TSX determines that the Company has discontinued a substantial
portion of its business, the Company will be required to meet the
original listing requirements of the TSX. If the Company fails to
provide an acceptable plan to the TSX of how it intends to meet
the OLR in the short term, the TSX will initiate a delisting
review. On Nov. 11, 2011, the Company provided its response and a
plan to the TSX regarding the Company's efforts to maintain
compliance and continue its listing on the TSX.
On Nov. 23, 2011, Crystallex received a letter from the TSX
advising the Company that the TSX was reviewing the eligibility
for continued listing on TSX of the common shares of the Company
pursuant to Part VII of the TSX Company Manual, under the
Expedited Review Process as described in Section 707(b) of the TSX
Company Manual. The Continued Listing Committee of the TSX has
scheduled a meeting for Dec. 5, 2011, to consider whether or not
to suspend trading in and delist the common shares of the Company.
There can be no assurance that the Company will be able to meet
the OLR and may be delisted. Management is evaluating alternative
listing options. Crystallex shares trade in the US on the OTCQB
market.
About Crystallex International
Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.
The Company also reported a net loss and comprehensive loss of
US$33.71 million for the nine months ended Sept. 30, 2011,
compared with a net loss and comprehensive loss of
US$27.66 million for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
US$19.77 million in total assets, US$115.07 million in total
liabilities and a US$95.29 million total shareholders' deficiency.
As at Sept. 30, 2011, the Company had negative working capital of
$92.6 million, including cash and cash equivalents of $7.6
million. Most of this working capital amount is the obligation to
repay the Noteholders the principal amount of the $100 million
notes payable due on Dec. 23, 2011. Management estimates that its
existing cash and cash equivalents and expected proceeds from
additional equipment sales will be sufficient to meet its on-going
requirements through 2012 assuming either a settlement or
refinancing of the notes; however, without receipt of additional
sources of financing, will not be sufficient to pay the notes.
The unilateral cancellation of the MOC by CVG and the subsequent
arbitration claim may impact on the Company's ability to raise
financing. These material uncertainties raise substantial doubt
as to the ability of the Company to meet its obligations as they
come due and, accordingly, as to the ultimate appropriateness of
the use of accounting principles applicable to a going concern.
CYBERDEFENDER CORP: To Offer $18.2 Million Common Shares
--------------------------------------------------------
CyberDefender Corporation filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the Company's commitment to offer an unidentified shares of common
stock. The proposed maximum aggregate offering price is $18.18
million.
The Company's common stock is quoted on the Nasdaq Global Market
under the ticker symbol "CYDE." On Nov. 21, 2011, the closing
price of the Company's common stock was $0.41 per share.
The Company's Board of Directors has approved an amendment to the
Company's Certificate of Incorporation that would permit a reverse
split of the Company's issued and outstanding common stock. If
the amendment is approved by the Company's stockholders at a
Special Meeting to be held on Jan. 5, 2012, the Company's Board of
Directors will have the authority to effect a reverse split of the
Company's issued and outstanding common stock at a ratio in the
range of between 1-for-2 and 1-for-10.
A full-text copy of the preliminary prospectus is available for
free at http://is.gd/xQcFvG
About CyberDefender
Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market. The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.
The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$7.96 million in total assets, $42.54 million in total
liabilities, and a $34.58 million total stockholders' deficit.
Bankruptcy Warning
During the third quarter, the Company closed two private offerings
of subordinated convertible promissory notes to accredited
investors, totaling $3.2 million with a commitment for another
$2.0 million. The Company believes, but cannot insure, that the
$5.2 million will be sufficient to permit the Company to continue
to operate until it can secure the additional financing that it
requires to continue to operate as a going concern and to repay
the approximately $11.7 million of debt owed to GR Match, LLC, due
on March 31, 2012. The accompanying financial statements have
been prepared assuming that the Company will continue as a going
concern; however, if additional financing is not secured, it would
raise substantial doubt about the Company's ability to continue as
a going concern.
The Company is presently engaged in active discussions with
existing and prospective investors to secure additional financing,
but there are no commitments at this time and the Company can give
no assurance that the additional financing can be secured on
favorable terms, or at all. If the Company cannot obtain
additional financing, the Company may be forced to further curtail
its operations, or possibly be forced to evaluate a sale of the
Company or consider other alternatives, such as bankruptcy.
DAYBREAK OIL: Obtains $600,000 from UBS Bank
--------------------------------------------
Daybreak Oil and Gas, Inc., on Nov. 18, 2011, received an advance
of $600,000 of the previously announced credit line established
with UBS Bank USA pursuant to that certain Credit Line Agreement
dated Oct. 24, 2011.
With the approval of the Company's Board of Directors, the
Company's President and Chief Executive Officer, James F.
Westmoreland personally guaranteed the Credit Line.
This Credit Line was completed in two tranches, with an initial
tranche of $250,000, which was completed on Nov. 4, 2011. The
second tranche of $640,000 created a total credit line of
$890,000. The terms of the Credit Line are:
Interest rates are subject to change from time to time in the
sole discretion of the Firm.
Reference Rate: 30 day LIBOR
Stated Rate: 0.249% + 337.50 basis points
The Firm may demand full or partial payment of the Credit Line
obligations, at its sole option and without cause, at any time,
and neither fixed rate advances nor variable rate advances are
extended for any specific term or duration, notwithstanding the
selection of an interest period of any specific duration. The
Credit Line obligations may be accelerated upon the occurrence of
customary events of default and the Firm may liquidate or sell all
or any part of the collateral securing the Credit Line.
Additionally, the Firm may require the Company to repay all or
part of its obligations under the Credit Line should the value of
the securities in the collateral account decline below the
required collateral maintenance requirements.
The Company used $600,000 of the proceeds from this advance to pay
a portion of the secured loan from Well Works, LLC, in the
principal amount of $750,000. The Well Works Loan was made
pursuant to a Secured Convertible Promissory Note between the
Company and Well Works, issued in conjunction with the acquisition
by the Company of an additional 16.67% working interest in certain
leases in the Company's East Slopes Project in Kern County,
California. The Well Works Loan is secured by a Mortgage, Deed of
Trust, Assignment of Production, Security Agreement and Financing
Statement, by the Company in favor of Well Works on the Bear and
Sunday leases located in the East Slopes Project. The Well Works
Loan was executed on Sept. 17, 2010, and was extended pursuant to
a Loan Extension Agreement dated Sept. 19, 2011, for a period of
30 days. As compensation for the extension, Daybreak agreed to
pay a fee to Well Works of $50,000 and pay Well Works' legal fees
of $7,000 plus accrued interest of $9,108.
About Daybreak Oil
Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company. The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas. The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB. Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.
The Company reported a net loss of $1.2 million on $1.1 million of
oil and gas sales for the fiscal year ended Feb. 28, 2011,
compared with a net loss of $2.3 million on $471,442 of oil and
gas sales for the fiscal year ended Feb. 28, 2010.
The Company's balance sheet at Aug. 31, 2011, showed $3.19 million
in total assets, $3.47 million in total liabilities and a $278,661
total stockholders' deficit.
As reported in the TCR on June 1, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Daybreak Oil's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Feb. 28, 2011. The independent
auditors noted that the Company suffered losses from operations
and has negative operating cash flows.
DELPHI CORP: Wells Fargo Defends Relief From Service Orders
-----------------------------------------------------------
Pursuant to Rule 60(b) of the Federal Rules of Civil Procedure
and Rule 9024 of the Federal Rules of Bankruptcy Procedure,
Wells Fargo Bank, N.A., successor by merger to Wachovia Bank,
National Association, is asking the Court for relief from an
August 16, 2007 "Sealing Order" and all orders extending the time
for service of the complaint in the adversary proceeding no. 07-
02720.
Under Loan Agreements, Laneko granted and Wachovia Bank held a
security interest in all of Laneko's assets. Wells Fargo and
Wachovia Bank merged effective December 31, 2008. In 2005, the
Debtors filed a verified complaint against Laneko in the U.S.
District Court for the Eastern District of Michigan.
The August 16, 2007 Sealing Order authorized the Debtors to file
the adversary complaints under seal and seal the adversary
dockets, but defer service of the summonses and complaints until
March 31, 2008. On September 30, 2007, the Debtors commenced an
adversary proceeding against Wells Fargo and Laneko by filing the
complaint under seal. The Sealed Complaint sought to recover an
alleged preferential transfer from Wells Fargo and Laneko under
Section 547 of the Bankruptcy Code.
"After extorting a hostage payment from the Debtors for
$1,860,000 during the preference period, Wells Fargo Bank, N.A.,
as successor to Wachovia Bank, National Association, has
regrettably and disingenuously portrayed itself a victim who has
been unfairly 'swept along' in this bankruptcy proceeding without
proper notice in purported deprivation of its constitutional
rights," argues Cynthia J. Haffey, Esq., at Butzel Long PC, in
Detroit, Michigan, counsel to the Reorganized Debtors.
As the Court recognized in entering the August 16, 2007 order
sealing the preference actions and extending the time for service
of complaints, the notice that Wells Fargo now -- more than four
years later -- claims should have been provided then was not
required to be provided at that time, Ms. Haffey contends. She
insists that the Debtors fully and properly complied with the
Preservation Order, and did serve that order on Wells Fargo when
it served the summons and complaint. The Debtors also served
Wells Fargo with each and every subsequently filed motion to
extend the time to serve the preference actions, as well as any
related orders, she notes. In spite of this, Wells Fargo failed
to file any motion asserting any putative notice arguments
relating to the Sealing Order until July 20011, she points out.
Ms. Haffey avers that Wells Fargo's Motion is untimely because it
was not filed within 180 days of the entry of the July 30, 2009
order confirming the Modified First Amended Joint Plan of
Reorganization as required by Section 1144 of the Bankruptcy
Code. Thus, Wells Fargo's attack on the Sealing Order should be
viewed as an attack on the Plan Modification Order, and was
required to be filed by January 26, 2010 or within 180 days of
the Plan Modification Order, she asserts.
Ms. Haffey avers that even if Rule 60 of the Federal Rule of
Civil Procedure applies, Wells Fargo's Motion should still be
denied because Wells Fargo has not, and cannot, meet the
stringent requirements of that Rule to obtain the drastic relief
it seeks -- dismissal of Debtors' preference action. Among other
things, there has been no due process violation because the
Sealing Order has not deprived Wachovia of any liberty or
property interest, she insists. She further contends that Wells
Fargo's 3 1/2 year delay in bringing its motion is completely
unjustified. Wells Fargo has not, and cannot, meet the
"exceptional circumstances" required for a relief, she maintains.
Wells Fargo Talks Back
Counsel to Wells Fargo, Mark D. Silverschotz, Esq., at Reed Smith
LLP, in New York, insists that the Sealing Motion clearly
affected Wells Fargo and Laneko Engineering, Inc., prospective
defendants, since the Debtors clearly intended to sue them, yet
the Sealing Motion was not served upon them.
Mr. Silverschotz asserts that the Court is presented with certain
legal questions because the material operative facts are not in
dispute. These questions are:
(a) Were the Debtors required to provide Wells Fargo with notice
of the Sealing Motion. Wells Fargo has conclusively
demonstrated that they were parties-in-interest materially
affected by the Sealing Motion entitled to notice thereof.
(b) Did the factual predicate underlying the Sealing Motion apply
to Wells Fargo. The basis for relief articulated by the
Debtors in the Sealing Motion did not apply to Wells Fargo,
which was neither a supplier to the Debtors nor engaged in an
ongoing business relationship with them.
(c) Did Wells Fargo reasonably release its liens and claims,
resulting in prejudice. That Wells Fargo released its liens
on Laneko's property subsequent to the review of the silent
and misleading docket cannot be seriously disputed.
(d) Did the Service Extension Motions that ostensibly were served
on Wells Fargo "cure" the consequences of the Debtors'
failure to serve the Sealing Motion. Purported service of
the subsequent Service Extension Motions could have no
curative effect on the Debtors' prior denial of due process
to Wells Fargo.
(e) Is Wells Fargo required to employ a Section 1144 attack on
the Plan Modification Order to seek the relief from the
Sealing Order and Service Extension Orders it now seeks. The
pending Motion does not in any way seek to affect the Plan,
or its related Confirmation order.
(f) Is Wells Fargo's Motion timely. The Sealing order is void as
to Wells Fargo. The facts provide a sufficiently egregious
foundation for Rule 60(b) relief.
Subsequent to the expiration of the statute of limitations, and
after it reviewed the docket, Wells Fargo released liens and
claims that would have provided it with a source of indemnity for
any hypothetical liability arising from its loan to Laneko, Mr.
Silverschotz stresses. Those actions speak directly to the
absence of notice and due process, he points out. "The Debtors'
failure to serve the Sealing Motion and the deceptive title of
the Sealing Motion and the subsequent Service Extension Motions -
- none of which have titles referring to the sealed nature of the
complaints -- deprived Wells Fargo of due process, to its
material detriment," he insists.
The Court scheduled a hearing to consider Wells Fargo's Motion
for October 24, 2011. However, as of presstime, no order on the
matter has been entered.
DELPHI CORP: DAL Says Class Price Fixing Suits Without Merit
------------------------------------------------------------
Delphi Automotive LLP said three class action lawsuits filed
before a federal court in Detroit over wire harnesses price-
fixing conspiracy are without merit, Tribune Today reported.
"We believe the allegations are without merit and will seek to
have the cases against Delphi dismissed," Rachelle Valdez,
Delphi's spokesperson, said, Tribune Today relayed.
Suppliers Lear Corp.; Leoni AG; S-Y Systems Technologies GmbH;
Furukawa Electric Co.; Sumitomo Electric Industries Ltd.; and
Yazaki Corp. were also named in the class action lawsuits,
Tribune Today stated, citing The Detroit News.
The companies are accused of conspiring to fix prices and rig
bids for about 10 years starting in January 2000 so that their
auto manufacturer customers paid more for the harnesses,
according to The Detroit News report.
Furukawa said it will plead guilty and pay a fine of $200
million, Tribune Today disclosed. Three of its executives are
also headed to prison for terms ranging from a year and a day to
18 months, the U.S. Department of Justice announced on
September 29, 2011.
A separate report by Dustin Walsh of the Crain's Detroit Business
related that the U.S. government's probe into the price-fixing in
the U.S. auto supply chain could result in jail time for
executives and fines in potentially billions of dollars, topping
Furukawa's fines, lawyers involved in the investigation stated.
The suppliers involved in the global investigation into alleged
collusion dating back to 2003 include Yazaki North America Inc.;
Denso International America Inc.; and Tokai Rika Group North
America, Mr. Walsh cited. Japan' Fair Trade Commission also
raised the offices of Furukawa, Sumitomo Electric Industries Ltd.
and Yazaki Corp., Mr. Walsh stated. The European Commission
conducted similar unannounced inspections of the European offices
of TRW Automotive Inc. and Lear Corp., according to Crain's
Detroit Business.
Besides Furukawa, all the other companies are being investigated
but have yet to be charged, Crain's Detroit Business stated.
Yazaki accounts for nearly 30% of the global wire harness market
followed by Sumitomo with 24% share and Delphi with 16.7% global
market share, the report disclosed.
If Yazaki is found guilty of wrongdoing, its fine could be more
than $1.7 billion for 2010 alone, Crain's Detroit Business wrote.
Sumitomo could be fined with as much as $1.3 billion and Delphi
with as much as $968 million, based on market share, Crain's
Detroit Business noted.
Matthew Leitman, Esq., at Miller, Canfield, Paddock and Stone
PLC, in Troy, Michigan -- leitman@millercanfield.com -- who
declined to disclose the parties he represent, told Crain's
Detroit Business that companies to cooperate first or early in
the investigation are offered more leniency.
It is likely that the investigation in price fixing will not stop
in wire harnesses, Crain's Detroit Business noted. Suppliers
involved in the wire harness price-fixing investigation have
turned over documents showing fraudulent activity in other
product lines to get more leniency from the U.S. Department of
Justice, according to George Donnini, Esq., at Butzel Long PC, in
Detroit, Michigan -- donnini@butzel.com -- the report relayed.
Mr. Donnini said if a company involved in price-fixing in other
segments does not come forward in this investigation, stiffer
penalties will be enforced, the report added.
DESERT GARDENS: Seeks to Use U.S. Bank's Cash Collateral
--------------------------------------------------------
Desert Gardens IV LLC ask the Bankruptcy Court to (a) approve the
use of cash collateral to pay necessary and essential postpetition
operating expenses and (b) deem the interest of U.S. Bank, the
Debtor's secured lender, in the Cash Collateral adequately
protected.
The Debtor expects to have cash needs of $247,200 for operating
and other business expenses per month for the first 90-days of the
case. The Debtor expects monthly revenues will be $321,950 during
this time period. The Debtor proposes to pay U.S. Bank $60,000 in
monthly adequate protection payments. After monthly operating
expenses and adequate protection payments, the Debtor anticipates
a positive cash flow.
The cash sought to be used by Debtor is or may be claimed as cash
collateral by U.S. Bank. The Debtor is not aware of any other
creditor that claims or may claim a lien or security interest in
Cash, Cash equivalents, or accounts of the Debtor.
On May 25, 2006, the Debtor signed a promissory note originally in
favor of Wells Fargo Bank for $26,000,000. To secure repayment of
the loan, the Debtor also executed a Deed of Trust and Assignment
of Rents granting WF security interest in the Debtor's real
property. On Aug. 22, 2007, and Sept. 6, 2007, WF, through its
assignee Mortgage Electronic Registration Systems, Inc., filed
UCC-1 statements with the Arizona Secretary of State whereby WF
took a security interest in the Debtor?s accounts, receivables,
equipment, furnishings, furniture fixtures and inventory and other
personal property. WF assigned the Note to Bank of America,
successor by merger to LaSalle Bank, as trustee for registered
holders of Bear Stearns, on July 26, 2011. Bank of America
assigned its interest to U.S. Bank on Aug. 16, 2011.
As of the Petition Date, U.S. Bank alleges that the balance owing
under the Note is $26.3 million. U.S. Bank noticed a trustee's
sale which was scheduled for Nov. 14, 2011, but is now stayed.
The bank also brought a receivership action in state court on Nov.
1, 2011, which is also stayed. The receivership hearing was set
for Nov. 10, 2011.
The Debtor preliminarily estimates that the Real Property may be
worth $16 million. A full and formal appraisal will be
forthcoming.
About Desert Gardens IV
Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14. The project has two
31-story towers, one built in 1983 and the other in 2003. U.S.
Bank, the secured lender, is owed $26.3 million. The property is
estimated to be worth $16 million.
Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix. Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel. Sierra
Consulting Group, LLC, is the financial advisor. The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.
DESERT GARDENS IV: Taps Sierra Consulting as Financial Advisors
---------------------------------------------------------------
Desert Gardens IV, LLC, is hiring Edward M. Burr and Sierra
Consulting Group LLC to provide financial advisory services.
Sierra was paid a $10,000 retainer pre-bankruptcy. The firm will
be paid on an hourly basis at these rates:
Principals and Managing Directors $345
Directors $295
Senior Associates $245
Associates $195
Paraprofessionals $95
Edward M. Burr -- tburr@sierracgllc.com -- a principal and
managing director at Sierra, attests that Sierra does not
represent any other entity having an adverse interest in
connection with the Debtor's case.
Mr. Burr's hourly rate is $345 per hour.
About Desert Gardens IV
Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14. The project has two
31-story towers, one built in 1983 and the other in 2003. U.S.
Bank, the secured lender, is owed $26.3 million. The property is
estimated to be worth $16 million.
Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix. Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel. The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.
DESERT GARDENS: Hiring Jennings Strouss as Chapter 11 Counsel
-------------------------------------------------------------
Desert Gardens IV, LLC, seeks Bankruptcy Court permission to
employ as its Chapter 11 counsel:
Bradley J. Stevens, Esq.
JENNINGS, STROUSS & SALMON, P.L.C.
One East Washington Street, Suite 1900
Phoenix, AZ 85004-2554
Telephone: (602) 262-5911
Facsimile: (602) 495-2654
E-mail: bstevens@jsslaw.com
The professionals who will likely work on the Debtor's case and
their hourly rates are:
Bradley J. Stevens $400 per hour
Wayne A. Smith $400 per hour
L. Edward Humphrey $295 per hour
Bradley J. Stevens, Esq., attests that his Firm has no prior
connection with the Debtor, its creditors or any other party-in-
interest, or its attorneys or accountants in the matters upon
which the Firm is to be engaged that would in any way disqualify
it from representing the Debtor.
About Desert Gardens IV
Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14. The project has two
31-story towers, one built in 1983 and the other in 2003. U.S.
Bank, the secured lender, is owed $26.3 million. The property is
estimated to be worth $16 million.
Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix. Sierra Consulting
Group, LLC, is the financial advisor. The Debtor disclosed
$16,138,707 in assets and $27,141,725 in liabilities in its
schedules.
DESERT GARDENS IV: Sec. 341 Creditors' Meeting Set for Dec. 6
-------------------------------------------------------------
The United States Trustee in Phoenix, Arizona, will convene a
meeting of creditors in the bankruptcy case of Desert Gardens IV
LLC pursuant to Sec. 341 of the Bankruptcy Code on Dec. 6, 2011,
at 1:00 p.m. at US Trustee Meeting Room, 230 N. First Avenue,
Suite 102, in Phoenix, Arizona.
About Desert Gardens IV
Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14. The project has two
31-story towers, one built in 1983 and the other in 2003. U.S.
Bank, the secured lender, is owed $26.3 million. The property is
estimated to be worth $16 million.
Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix. Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel. Sierra
Consulting Group, LLC, is the financial advisor. The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.
DTF CORPORATION: Section 341(a) Meeting Scheduled for Jan. 9
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
of DTF Corporation on Jan. 9, 2012, at 10:00 a.m. at Dallas, Room
976. Proofs of claim are due by April 9, 2012.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
DTF Corporation filed for Chapter 11 bankruptcy (Bankr. N.D. Tex.
Case No. 11-37362) on Nov. 21, 2011. The Debtor estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million. The petition was signed by Gary B. Wood, CEO and
director. Judge Stacey G. Jernigan presides the case.
The Debtor is represented by:
John P. Lewis, Jr., Esq.
LAW OFFICE OF JOHN P. LEWIS, JR.
1412 Main Street, Suite 210
Dallas, TX 75202
Tel: (214) 742-5925
Fax: (214) 742-5928
E-mail: jplewisjr@mindspring.com
DUNE ENERGY: Has 74% Acceptance of Exchange Offer
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dune Energy Inc. disclosed that its exchange offer
has been accepted by holders of 74% of the convertible preferred
stock and holders of 96% of the $300 million in 10.5% second-lien
notes due 2012.
Before the offer was announced, Dune had support from holders of
90% of the secured notes and a holder with 64% of the convertible
preferred stock. Dune said it hopes the offer will be completed
by the year's end.
The offer would give 97.25% of the new common stock and a
combination of cash or secured notes for $50 million to holder of
the existing secured notes. The existing secured notes traded on
Nov. 15 for 58.87 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.
The existing preferred stockholders are to receive 1.5% of the
common stock, leaving existing shareholders with 1.25% of the
equity.
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
The Company reported a net loss of $75.53 million on
$64.18 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $59.13 million on $52.24 million of
revenue during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million in redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.
* * *
As reported by the TCR on Oct. 14, 2011, Standard & Poor's Ratings
Services lowered its unsolicited corporate credit rating on Dune
Energy to 'CC' from 'CCC-'.
"We view this transaction as a distressed exchange offer as
bondholders and holders of preferred stock would be receiving less
value than the promise under the original securities. Upon
completion of the exchange offer, we would expect to lower our
unsolicited senior secured debt rating to 'D' from 'CC' and the
unsolicited corporate credit rating to 'SD' from 'CC'. In the
event of a prepackaged bankruptcy, we would expect to lower the
corporate credit rating to 'D' from 'CC,'" S&P related.
DYNAMIC BUILDERS: Chapter 11 Plan Declared Effective Nov. 10
------------------------------------------------------------
Dynamic Builders, Inc., notified the U.S. Bankruptcy Court for the
Central District of California that the Effective Date of its
Second Amended Chapter 11 Plan, as modified, occurred on Nov. 10,
2011.
The Hon. Theodor Albert confirmed the Plan on Oct. 20 2011.
As reported in the Troubled Company Reporter on Oct. 27, 2011, the
Court authorized the Debtor to sell or transfer property to Bank
of America, N.A., or its nominee.
The Court approved the sale of the real properties -- 2914 East
Washington Boulevard, Los Angeles, California, and commonly known
as 3000/3090 East Washington Boulevard, Los Angeles, California,
free and clear of those liens, encumbrances, claims and interests
to BofA or its nominee, Quality Properties Asset Management
Company, an Illinois corporation, via credit bid.
As of Dec. 16, 2010, BofA was owed in excess of $52,000,000 on the
debt secured by the WFC Property.
The sale or sales are contemplated in the Plan Term Sheet entered
by the parties on December 2010. Postpetition, the Debtor entered
into negotiations with its various lenders including BofA, in an
effort to propose a consensual plan of reorganization for Dynamic
and its principals, L. Ramon and Patty Bonin, who are Debtors in a
separate Chapter 11 proceeding.
The Debtors are also authorized to assume tenant leases and assign
same to Bank of America, N.A., or its nominee.
About Dynamic Builders
Dynamic Builders Inc. is a Los Angeles-based real estate
developer. Founded in 1964 by L. Ramon Bonin, Dynamic Builders is
principally involved in the construction of build to suit
commercial/ industrial buildings in the Los Angeles area.
Dynamic Builders owns properties in Los Angeles, Carson, San
Leandro, and Commerce, California, with total value of
$130,790,612. Secured lenders who financed the acquisition of the
properties are owed a total of $113,181,128.
L. Ramon Bonin and Patty A. Bonin, the shareholders of the Company
and guarantors of the institutional debt, sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-14067) on March 31,
2011. James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian
LLP, represents the Bonins in their Chapter 11 case.
Dynamic Builders filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-14151) on March 31, 2010. The
Company estimated its assets and debts at $100 million to $500
million as of the Chapter 11 filing. It identified Comerica
Bank, with a claim of $29.6 million, as the largest unsecured
creditor.
Todd C. Ringstad, Esq., and Nanette D. Sanders, Esq., at Ringstad
& Sanders, LLP, in Irvine, Calif., represent the Debtor as
bankruptcy counsel. Shaw Financial Services, Inc. serves as the
Debtor's bookkeeper for bankruptcy reporting requirements and as
its tax preparer. Bird, Marella, Boxer, Wolpert, Nessim, Drooks &
Lincenbert acts as special litigation counsel in certain
proceeding affecting Dynamic's rights in properties located at
1124 and 1135 S. Boyle Avenue. Axis Business Advisory Services,
LLC, serves as the Debtor's financial consultants.
DYNEGY INC: Debtors Propose to Employ EPIQ as Claims Agent
----------------------------------------------------------
Dynegy Holdings, LLC, and its debtor affiliates ask the bankruptcy
court for authority to employ Epiq Bankruptcy Solutions LLC as
claims and noticing agent nunc pro tunc to the Petition Date.
Epiq will provide, among other things, these administrative
services:
a. notifying all potential creditors of the filing of the
bankruptcy petitions and of the setting of the first
meeting of creditors, pursuant to Section 341(a) of the
Bankruptcy Code, under the proper provisions of the
Bankruptcy Code and the Bankruptcy Rules as determined by
Debtors' counsel;
b. preparing and serving required notices in the Chapter 11
cases, including:
i. a notice of the commencement of the Chapter 11 cases
and the initial meeting of creditors under Section
341(a) of the Bankruptcy Code;
ii. notices of objections to claims (if necessary);
iii. notices of any hearings on a disclosure statement and
confirmation of a plan or plans of reorganization; and
iv. other miscellaneous notices and other pleadings as the
Debtors or Court may deem necessary or appropriate for
an orderly administration of these Chapter 11 cases;
c. maintaining an official copy of the Debtor(s)' schedules of
assets and liabilities and statement of financial affairs,
listing the Debtors' known creditors and the amounts owed
thereto;
d. processing all proofs of claim/interests submitted;
e. creating and maintaining an electronic database for
creditor/party-in-interest information provided by the
debtor and creditor/party in interest; and
f. creating and maintaining a publicly-accessible case
administration website containing information about the
Debtors' Chapter 11 cases, including, but not limited to,
the Bankruptcy Court's docket and important documents g.
Maintaining copies of all proofs of claim and proofs of
interest filed.
The Debtors propose that the cost of Epiq's services be paid from
the Debtors' estates. The Debtors will pay Epiq a retainer
amounting $25,000, which will be applied in satisfaction of fees,
costs and expenses incurred. To the extent the Debtors seek
relief under the Bankruptcy Code, any unapplied portion of the
Retainer as of the Petition Date will be applied immediately
against postpetition date invoices until exhausted.
A schedule of Epiq's pricing is available for free at:
http://bankrupt.com/misc/Dyngy_Epiq_PriceSked.pdf
Bradley J. Tuttle, vice president and senior managing consultant
of Epiq Bankruptcy Solutions, LLC, 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) on Nov. 7, 2011, 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
estimated $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: Bankruptcy Triggers Event of Default In Loan Deals
--------------------------------------------------------------
The filing of the Chapter 11 Cases by Dynegy Holdings LLC and its
subsidiaries constitutes or may constitute an event of default or
otherwise triggers or may trigger repayment obligations under the
express terms of certain instruments and agreements relating to
their direct financial obligations, according to the Company's
regulatory filing with the U.S. Securities and Exchange Commission
dated Nov. 8, 2011.
Catherine B. Callaway, the Company's Executive Vice President and
General Counsel, said that as a result of an event of default or
triggering event, all obligations under the Debt Documents, by the
terms of the Debt Documents, have or may become due and payable,
subject to the provisions of the Bankruptcy Code. The Debtors
believe that any efforts to enforce the payment obligations
against them are stayed as a result of the filing of the Chapter
11 Cases in the Bankruptcy Court.
The Company disclosed that the material Debt Documents, and the
approximate principal amount of debt currently outstanding
thereunder, include:
* the Old Notes, issued under the Indenture dated
September 26, 1996, as amended and restated as of March 14,
2001, and under the First through Sixth Supplemental
Indentures thereto, between DH and Wilmington Trust Company
(as successor to JP Morgan Chase Bank, N .A., successor to
Bank One Trust Company, National Association), as trustee,
in the outstanding aggregate principal amount of
$3.3 billion.
* Dynegy Holdings' Series B 8.316% Subordinated Capital Income
Securities issued under the Indenture dated May 28, 1997,
between NGC Corporation (a predecessor of DH) and the First
National Bank of Chicago, as trustee, as amended and
restated, in the outstanding aggregate principal amount of
$200 million.
* Dynegy Holdings' $1.25 billion promissory note to its
subsidiary, Dynegy Gas Investments, LLC, payable on
September 1, 2027.
* Dynegy Holdings' $26,217,318 cash collateralized letter of
credit facility between DH and Credit Suisse AG, Cayman
Islands Branch, which is collateralized by an account
maintained by Bank of New York Mellon holding the sum of
$27,003,837.
* Roseton and Danskammer's sale-leaseback arrangements under
which the rent payments paid by each of them are assigned to
an indenture trustee for the respective facility. The
indenture trustee then pays a portion of that payment to
each of two pass-through trusts, and such pass-through
trusts pay these amounts to holders of certificates in the
pass-through trusts. The current total outstanding
principal of the outstanding certificates is approximately
$550.4 million.
Shares of energy producer Dynegy Inc. rose almost 28% on Tuesday,
Nov., 8 after it engineered an unusual bankruptcy filing that
could leave shareholders in much better shape than bondholders,
Caroline Humer at Reuters reported. Dynegy Inc.'s holding
company, Dynegy Holdings, and four subsidiaries filed for
bankruptcy Nov. 7. The Companies have entered into a
restructuring agreement with bondholders, which they say hold more
than $1.4 billion of their more than $4 billion debt. The
agreement has been called "unusual" by many.
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) on Nov. 7, 2011, 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
estimated $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: NYISO & FCI File Notices Of Appearance
--------------------------------------------------
New York Independent System Operator, Inc., and Fiduciary
Counselors Inc. filed separate notices of appearance in the
Chapter 11 cases of Dynegy Holdings LLC.
The NYISO's notice of appearance was filed by:
Hugh R. McCullough, Esq.
DAVIS WRIGHT TREMAINE LLP
Suite 2200
1201 Third Avenue
Seattle, Washington 98101-3045
Tel: (206) 757-8189
Fax: (206) 757-7189
E-mail: hughmccullough@dwt.com
Fiduciary Counselors' notice of appearance was filed by:
Ronald A. Hewitt, Esq.
COVINGTON & BURLING LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
Tel: (212) 841-1220
Fax: (646) 441-9220
E-mail: rhewitt@cov.com
About Dynegy Inc.
Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets. The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.
In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.
Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.
Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, 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
estimated $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)
EVANS OIL: Hearing on Further Access to Cash on Dec. 8
------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida has authorized, on an 13th interim
basis, The Evans Oil Company LLC, et al., to use Fifth Third
Bank's cash collateral until Dec. 31, 2011, pursuant to a budget.
Pursuant to the terms of the Fourth Interim Cash Collateral Order,
Debtors will pay a monthly management fee equal to $20,000 to
Randy M. Long for the period through and including December 2011.
As adequate protection, Fifth Third is granted replacement liens
upon, and security interests in, Debtors' post-petition Cash
Collateral, but only to the extent that Debtors diminish such Cash
Collateral, and in no event to exceed the type, kind, priority and
amount, if any, which existed on the Petition Date.
In the event actual disbursements weekly exceed projected
disbursements by more than 10%, on a cumulative basis, Fifth Third
may, upon not less than two (2) business days' prior written
notice to Debtors' counsel, have the right to a hearing on stay
relief.
As a part of the Interim Adequate Protection Payments, and
pursuant to the terms of the Fourth Interim Cash Collateral Order,
Debtors will pay Fifth Third $40,000.
A further hearing on the motion to use cash collateral will be
held at 10:30 a.m. on Dec. 8, 2011.
A copy of the Thirteenth Interim Order authorizing use of cash
collateral is available for free at:
http://bankrupt.com/misc/evansoil.dkt490.pdf
About Evans Oil
Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products. Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.
Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors. Garden City Group Inc. is
the claims and notice agent. The Parkland Group Inc. is the
restructuring advisor.
Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.
EVERGREEN SOLAR: Closes Sale of Core Assets to Max Era Properties
-----------------------------------------------------------------
On Nov. 18, 2011, Evergreen Solar, Inc., completed its previously
announced sale of all or substantially all of the Company's core
wafer business, including all or substantially all of its
intellectual property. The Core Assets were sold pursuant to the
Asset Purchase Agreement, dated as of Nov. 10, 2011, by and among
the Company and Max Era Properties Limited, or its permitted
assigns, as purchaser.
The aggregate consideration received by the Company for the sale
of the Core Assets was $6,000,000 in cash and 7,573,964
unrestricted Ordinary Shares of China Private Equity Investment
Holdings Ltd., a British Virgin Islands limited company listed on
the Alternative Investment Market of London Stock Exchange, along
with the payment of certain cure costs for assumed contracts and
the assumption of various liabilities of the Company. This sale
was conducted pursuant to Sections 105, 363 and 365 of the United
States Bankruptcy Code and were approved by the United States
Bankruptcy Court for the District of Delaware on Nov, 10, 2011.
A copy of the Core Assets Purchase Agreement is available for free
at http://is.gd/BjmF3Y
About Evergreen Solar
Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.
The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath. The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.
Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial
LLC serves as exclusive marketing and sales agent. Klehr Harrison
Harvey Branzburg serves as special conflicts counsel. Zolfo
Cooper LLC is the financial advisor. UBS Securities, LLC, serves
as investment banker. Epiq Bankruptcy Solutions has been tapped
as claims agent.
In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes. As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363. An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.
The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.
An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel. The
Committee tapped Garden City Group as communications services
agent.
Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011. Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.
EVERGREEN SOLAR: Board Appoints Christian Ehrbar as New CEO
-----------------------------------------------------------
On Nov. 18, 2011, Peter W. Cowden and Edward C. Grady notified
Evergreen Solar, Inc., of their resignations from the board of
directors of the Company, effective as of Nov. 21, 2011.
On Nov. 21, 2011, the Company terminated, effective immediately,
Michael El-Hillow, the Company's Chief Executive Officer, Donald
W. Reilly, the Company's Chief Financial Officer, Richard G.
Chleboski, the Company's Chief Strategy Officer, Dr. Lawrence
Felton, the Company's Chief Technology Officer and Henry Ng, the
Company's President and General Manager, Asia Operations.
The Board of Directors has appointed Christian M. Ehrbar as Chief
Executive Officer and Paul Kawa as Chief Financial Officer as the
Company continues its bankruptcy proceedings.
Mr. Ehrbar, 43, has served as the Company's Vice President,
General Counsel and Secretary since December 2010. He took on the
role of Secretary in October 2010 after serving as General Counsel
and Assistant Secretary since August 2007. Prior to joining the
Company, he practiced for ten years as a corporate and securities
attorney at several leading U.S. law firms, most recently at
Goodwin Procter LLP, a national firm with a strong focus on
emerging technologies and corporate finance transactions. He
received his JD cum laude from Boston College Law School and his
BA in Political Science from Kenyon College.
Mr. Kawa, 49, has served as interim Chief Financial Officer of the
Company from September 2010 to January 2011 and as the Corporate
Controller of the Company since March 2007. Prior to joining the
Company, Mr. Kawa served as Chief Financial Officer of American
Dryer Corporation from July 2006 to March 2007. Prior to joining
American Dryer, he was the Chief Financial Officer, Vacuum
Products Division, of Brooks Automation Inc., a worldwide provider
of automation, vacuum and instrumentation solutions to the global
semiconductor and related industries, from October 2005 to July
2006. Prior to being acquired by Brooks, he served as the Interim
Chief Financial Officer of Helix Technology Corporation, a major
supplier of high-vacuum products principally to the semiconductor
capital equipment industry, from March 2005 to October 2005 and as
Corporate Controller from August 2004 to February 2005. Mr. Kawa
is a certified public accountant.
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.
FRANCISCAN COMMUNITIES: Says No to Patient Care Ombudsman
---------------------------------------------------------
Franciscan Communities St. Mary of the Woods, Inc., asks the U.S.
Bankruptcy Court for the Northern District of Ohio to enter an
order finding the appointment of a patient care ombudsman
unnecessary. The Debtor believes a patient care ombudsman is
unwarranted in its bankruptcy case.
Section 333 of the Bankruptcy Code provides that, "[i]f the debtor
in a case under chapter ... 11 is a health care business, the
court shall order, not later than 30 days after the commencement
of the case, the appointment of an ombudsman to monitor the
quality of patient care and to represent the interests of the
patients of the health care business unless the court finds that
the appointment of such ombudsman is not necessary for the
protection of patients under the specific facts of the case."
The duties of a duly appointed patient care ombudsman under the
Bankruptcy Code are:
(1) to monitor the quality of patient care provided to patients
of the debtor, to the extent necessary under the
circumstances, including interviewing patients and
physicians;
(2) not later than 60 says after the date of appointment, and
not less frequently than at 60-day intervals thereafter,
report to the court after notice to the parties-in-
interest, at a hearing or in writing, regarding the quality
of patient care provided to patients of the debtor; and
(3) if the ombudsman determines that the quality of patient
care provided to patients of the debtor is declining
significantly or is otherwise being materially compromised,
file with the Court a motion or a written report, with
notice to the parties-in-interest immediately upon making
such determination.
In determining whether to appoint an ombudsman, the Court will
examine the totality of circumstances surrounding the bankruptcy
filing and the operations of the Debtor. Under this totality of
circumstances approach, bankruptcy courts consider a non-exclusive
list of nine factors to determine the necessity of appointing an
ombudsman:
(1) the cause of the bankruptcy;
(2) the presence and role of licensing or supervising entities;
(3) the debtor's past history of patient care;
(4) the ability of the patients to protect their rights;
(5) the level of dependency of the patients on the facility;
(6) the likelihood of tension between the interests of
the patients and the debtor;
(7) the potential injury to the patients if the debtor
drastically reduced its level of patient care;
(8) the presence and sufficiency of internal safe guards to
ensure appropriate level of care; and
(9) the impact of the cost of an ombudsman on the likelihood of
a successful reorganization."
The Debtor asserts that a patient care ombudsman is not necessary
for the protection of residents at its facility, because the
totality of circumstances based on a review of the relevant
factors demonstrate that the appointment of an ombudsman is not
necessary for the protection of its residents.
About Franciscan Communities
Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
is a not-for-profit corporation that is a charitable organization
under Section 501(c)(3) of the Internal Revenue Code and is exempt
from federal income taxation under Section 501(a) of the IRC. The
Debtor owns and operates a senior living community in Avon, Ohio,
that, as of the Petition Date, had approximately 130 residents
comprised of (a) 35 assisted living residents, (b) 69 independent
living residents and (c) 26 skilled nursing facility residents.
For the year ended June 30, 2011, the Debtor recorded annual
revenue of approximately $7.27 million. As of June 30, 2011, the
Debtor had assets of approximately $36 million and liabilities
totaling $48 million. As of the Petition Date, the Debtor had
approximately 117 employees.
Franciscan Communities filed for Chapter 11 bankruptcy (Bankr.
N.D. Ohio Case No. 11-19865) on Nov. 21, 2011. The petition was
signed by Judy Amiano, president & chief executive officer. Judge
Jessica E. Price Smith presides over the case. Heather Lennox,
Esq., and Daniel M. Syphard, Esq., at Jones Day, in Cleveland,
Ohio, serves as counsel to the Debtor.
The Debtor filed a Chapter 11 petition after being unable to
negotiate an out-of-court workout with holders of tax-free bonds.
The not-for-profit community is owned and managed by the
Franciscan Sisters of Chicago Service Corp. It disclosed assets
of $36 million and debt totaling $48 million.
The facility has 81 independent living units, 47 assistedliving
units, and 30 skilled nursing beds.
FRANCISCAN COMMUNITIES: Seeks to Employ Jones Day as Counsel
------------------------------------------------------------
Franciscan Communities St. Mary of the Woods, Inc., seeks the
authority of the U.S. Bankruptcy Court for the Northern District
of Ohio to employ Jones Day as its counsel nunc pro tunc as of the
Petition Date. The Debtor has selected Jones Day because it is
one of the largest law firms in the world, with a national and
international practice, and has substantial experience in
virtually all aspects of the law that may potentially arise in the
Chapter 11 case.
Upon retention, Jones Day will, among other things:
(a) advise the Debtor of its rights, powers and duties as
debtor and debtor-in-possession continuing to operate and
manage its business and properties under Chapter 11 of the
Bankruptcy Code;
(b) prepare on behalf of the Debtor all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices schedules and other documents, and
review all financial and other reports to be filed in the
Chapter 11 case;
(c) advise the Debtor concerning, and prepare responses to,
applications, motions, other pleadings, notices and other
papers that may be filed by other parties;
(d) advise the Debtor with respect to, and assist in the
negotiation and documentation of, financing agreements and
related transactions; and
(e) review the nature and validity of any liens asserted
against the Debtor's property and advice the Debtor
concerning the enforceability of those liens.
The Debtor proposes to pay Jones Day based on its ordinary and
customary hourly rates:
Name Position Hourly Rate
---- -------- -----------
Carl Black Partner $675
Martin Gates Partner $450
Heather Lennox Partner $775
George Howard Associate $350
Jennifer Seidman Associate $325
Daniel Syphard Associate $425
Betty Yakovich Legal Assistant $225
On Oct. 14, 2011, the Debtor provided Jones Day with an advance
payment of $100,000 for the legal services rendered by Jones Day
in connection with the Debtor's out-of-court debt-restructuring
efforts and for services rendered in preparation for the Debtor's
petitions for bankruptcy relief.
Heather Lennox, Esq., a partner in the law firm of Jones Day,
assures the Court that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be contacted at:
Heather Lennox, Esq.
Carl Black, Esq.
Daniel Syphard, Esq.
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216)586-3939
Facsimile: (216)579-0212
E-mail: hlennox@jonesday.com
ceblack@jonesday.com
dmsyphard@jonesday.com
About Franciscan Communities
Ill.-based Franciscan Communities St. Mary of the Woods, Inc., is
a not-for-profit corporation that is a charitable organization
under Section 501(c)(3) of the Internal Revenue Code and is exempt
from federal income taxation under Section 501(a) of the IRC. The
Debtor owns and operates a senior living community in Avon, Ohio,
that, as of the Petition Date, had approximately 130 residents
comprised of (a) 35 assisted living residents, (b) 69 independent
living residents and (c) 26 skilled nursing facility residents.
For the year ended June 30, 2011, the Debtor recorded annual
revenue of approximately $7.27 million. As of June 30, 2011, the
Debtor had assets of approximately $36 million and liabilities
totaling $48 million. As of the Petition Date, the Debtor had
approximately 117 employees.
Franciscan Communities filed for Chapter 11 bankruptcy (Bankr.
N.D. Ohio Case No. 11-19865) on Nov. 21, 2011. The petition was
signed by Judy Amiano, president & chief executive officer. Judge
Jessica E. Price Smith presides the case.
The Debtor filed a Chapter 11 petition after being unable to
negotiate an out-of-court workout with holders of tax-free bonds.
FSG-R LLC: Court Sets Combined Plan Hearing for Dec. 12
-------------------------------------------------------
On Nov. 4, 2011, United States Bankruptcy Judge Bruce A. Markell
entered an order conditionally approving the disclosure statement
accompanying FSG-R, LLC's Plan of Reorganization dated Oct. 31,
2011.
The Court set Dec. 12, 2011, at 2:00 p.m., as the date and time
fixed for the combined hearing on the adequacy of the
conditionally approved Disclosure Statement and confirmation
hearing on the Plan.
The Court also set Dec. 5, 2011, at 5:00 p.m., as the deadline for
(i) the receipt of Ballots voting to accept or reject the Plan,
and for (ii) the filing and service of objections to the adequacy
of the conditionally approved Disclosure Statement and
confirmation of the Plan.
The Court set that Dec. 8, 2011, is the last day for Debtor to
file its memorandum in support of the Plan, replies to any
objections to the adequacy of the conditionally approved
Disclosure Statement and confirmation of the Plan, any evidentiary
declarations in support and the Ballot tabulation summary.
The Plan provides for the reduction in taxes assessed against
Debtor's Real Property and for the return of the Real Property,
which serves as the secured Lenders' collateral, to the Lenders.
The Plan also provides for the Lenders, as holders of Allowed
General Unsecured Claims to a Pro Rata Share in a Cash payment of
any monies remaining after payment of all Administrative Claims
and other reserves and payments to Classes 1 and 2 under the Plan
in addition to the Membership Units in Debtor. Debtor's existing
Equity Interests will receive no distribution under the Plan.
All Cash Distributions contemplated by the Plan will be made from
the Settlement Payment Amount. On the Effective Date, which shall
be the First Distribution Date, the Reorganized Debtor will make
the Distributions to holders of Allowed Claims in Classes 1, 2 and
3, as applicable, pursuant to the Plan, without further order of
the Bankruptcy Court or need for corporate approval.
On the Second Distribution Date, Debtor's Parent will execute and
deliver whatever Plan Documents may be necessary to effectuate the
transfer described in Plan to the Manager who will, in turn,
deliver copies of such Plan Documents to the transferees.
Additionally, on the Second Distribution Date, the Manager will
make all remaining Cash Distributions, if any, pursuant to this
Plan.
The Plan separates Claims against Debtor into four classes. There
is also one class of Equity Interests.
Class 1. T-18 LIP Assessment Claims.
In the event the holder of the Allowed T-18 LID Assessment
Claims votes to accept the Plan:
The holder of the Class 1-A Allowed T-18 LID ($1.93 million) will
receive 50% of the Class 1-A Allowed T-18 LIP Assessment Claim
($1.93 million) on the Effective Date, plus a Cash payment equal
to 50% of the total amount on the Second Distribution Date.
The holder of the Class 1-B Allowed T-18 LID Assessment Claim
($6.78 million) will retain all rights and liens upon the Real
Property for the remaining amount of the Allowed T-18 LID
Assessment Claims after application of the Cash payment described
in Section 4.1.2.1 is made.
In the event the holder of the Allowed T-18 LID Assessment Claims
votes to reject the Plan, then the holder of Allowed T-18 LID
Assessment Claims will not receive any Cash payments under the
Plan but will retain all rights and remedies under the Nevada
Revised Statutes and liens upon the Real Property for the full
amount of the Class 1-A and Class 1-B Allowed T-18 LID Assessment
Claims.
T-18 LID Assessment Claims are Impaired. The holder of Allowed T-
18 LID Assessment Claims are entitled to vote to accept or reject
the Plan.
Class 2. Real Property Tax Claims ($556,775).
On the Effective Date, the holder of the Allowed Real Property Tax
Claims will receive, in complete and full satisfaction,settlement,
release and discharge of, and in exchange for, Cash payment of
100% of the principal amount of the Allowed Real Property Tax
Claims.
Real Property Tax Claims are Impaired. The holder of Allowed Real
Property Tax Claims are entitled to vote to accept or reject the
Plan.
Class 3. Secured Lender Claims ($23.3 million).
On the Effective Date, each holder of an Allowed Secured Lender
Claim will receive, in complete and full satisfaction, settlement,
release and discharge of, and in exchange for, the full amount of
such Allowed Secured Lender Claim and any Liens under the Deed of
Trust securing such Allowed Secured Lender Claim, its Pro Rata
Share of the beneficial interest in the Deed.
Secured Lender Claims are not Impaired. Holders of Allowed
Secured Lender Claims are not entitled to vote and are
conclusively deemed to have accepted the Plan.
Class 4 General Unsecured Claims ($8.579 million).
On the Second Distribution Date, each holder of an Allowed General
Unsecured Claim will receive, in complete and full satisfaction,
settlement, release and discharge of, and in exchange for, the
full amount of such Allowed General Unsecured Claim, its Pro Rata
Share of (a) the Membership Units as transferred pursuant to the
Operating Agreement from Debtor's Parent; (b) a Cash payment equal
to all amounts, if any, paid to Pre-Effective Date Professionals
and held in trust for Pre-Effective Date Professional Fees that
are not subsequently allowed and approved by the Bankruptcy Court;
and (c) a Cash payment equal to all amounts, if any, remaining
from the Settlement Payment Amount after all Cash Distributions
provided under this Plan have been made.
In the event the holders of the Allowed General Unsecured Claims
vote to reject the Plan, then on the Second Distribution Date, (a)
each holder of an Allowed General Unsecured Claim will receive, in
complete and full satisfaction, settlement, release and discharge
of, and in exchange for, the full amount of such Allowed General
Unsecured Claim, its Pro Rata Share of (i) a Cash payment equal to
all amounts, if any, paid to Pre-Effective Date Professionals and
held in trust for Pre-Effective Date Professional Fees that are
not subsequently allowed and approved by the Bankruptcy Court; and
(ii) a Cash payment equal to all amounts, if any, remaining from
the Settlement Payment Amount after all Cash Distributions
provided under this Plan have been made; and (b) the Manager
shall, being so authorized without further order of the Bankruptcy
or corporate approval, take all actions necessary to dissolve the
Reorganized Debtor once all Distributions under the Plan have
been made.
General Unsecured Claims are Impaired and the holders of Allowed
General Unsecured Claims are entitled to vote to accept or reject
the Plan.
Class 5. Equity Interests.
On the Second Distribution Date, provided the Distributions
contemplated by the Plan to holders of Allowed Claims in Classes
1, 2 and 3 occurred on the First Distribution Date, unless such
condition is waived by the Manager, the Membership Units will be
transferred pursuant to the Operating Agreement from Debtor's
Parent to the holders of Allowed General Unsecured Claims; each of
which will receive its Pro Rata Share of such Membership Units
being transferred.
Equity Interests are Impaired. Holders of Equity Interests are
not entitled to vote and are conclusively deemed to have rejected
the Plan.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/fsg-rllc.dkt156.pdf
Settlement Payment Amount
The forthcoming Settlement Payment Amount is described below.
The Debtor's Chapter 11 Case is inextricably intertwined with the
bankruptcy proceeding of Debtor affiliate, South Edge, LLC, which
is also pending before the Bankruptcy Court. South Edge has been
the developer of Inspirada and the entity responsible for building
major infrastructure for the benefit of the Real Property. From
approximately February of 2008 until now the project was
substantially stalled and the planned infrastructure that was to
serve the Real Property was not provided. As a result, currently
the Real Property has no access to major infrastructure, and
Debtor has been unable to develop, sell or refinance the Real
Property as expected.
In October 2008, Debtor purchased the Real Property from South
Edge with financing from the Lenders and, in exchange, gave a Deed
of Trust recorded against the Real Property in favor of
the Lenders, securing that certain promissory note dated Oct. 25,
2007, in the original principal amount of $25,560,000 issued by
Debtor prior to the Petition Date in favor of Lender. Lender's
Deed of Trust was subordinate to an existing local improvement
district lien (the "T-18 LID"), in the original principal amount
of approximately $6,775,303.71. As of Oct. 31, 2011, interest
assessments on the T-18 LID, including late fees, penalties and
interest, total approximately $1,684,208.26, with additional
assessments of approximately $250,000 due on Dec. 1, 2011.
Debtor and its parent, Focus South Group, LLC, filed an adversary
proceeding (the "City of Henderson Adversary Proceeding") seeking
a declaration that the T-18 LID Assessments are unenforceable or
otherwise, should be eliminated or substantially reduced. In
addition, the Debtor sought an injunction to prohibit the City
from foreclosing pursuant to the T-18 LID. Ultimately, the Court
denied Debtor's motion for an injunction. The Court also denied
the City's motion to dismiss the Adversary Proceeding. Absent an
injunction, on Oct. 25, 2011, the City held a foreclosure auction.
Having received no bids at the auction, the City now holds a
Certificate of Sale which, if not redeemed during the redemption
period, the City or a subsequent purchaser of the Certificate of
Sale may convert into a deed for the Real Property.
The Inspirada project itself remained mired in litigation
involving no less than three separate forums, and, until recently,
it was unclear whether or when the Inspirada project would
recommence. The litigation included litigation brought by
JPMorgan Chase Bank, in its capacity as Administrative
Agent under that certain Credit Agreement entered into on Nov. 1,
2004 (as amended) in the United States District Court for the
District of Nevada to enforce various completion guarantees issued
in connection with the Inspirada project and to enforce certain of
South Edge's rights against the Builders, litigation brought by
the Builders against Focus in the District Court in connection
with the Administrative Agent's complaint on various indemnity
theories, litigation brought by Focus against the Builders to
compel arbitration and the ensuing arbitration, an appeal of the
$36.8 million arbitration award to the Ninth Circuit, and,
recently, litigation between Focus, Cynthia Nelson, the Chapter 11
trustee for the bankruptcy estate of South Edge and JPMorgan
concerning ownership of a $26 million fund known as the "MI
Deposit," as well as the South Edge Trustee's claims against Focus
for purported fraudulent transfer received by Focus in the amount
of $4.5 million on a fraudulent transfer theory. The Trustee had
also recently informed Focus that it intended to file a motion to
amend the Focus Adversary Proceeding to allege other claims for
relief and damages related to Inspirada.
The Parties, however, subsequently reached an agreement, that has
resolved all of the aforementioned litigation, provide a framework
for restarting the Inspirada project and provides Debtor with the
resources it needs to provide its creditors with significant
recoveries. On Oct. 7, 2011, Debtor and Focus filed a the Motion
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure
for Entry of an Order Approving the Settlement Agreement and
related pleadings, as supplemented by the Notice of Filing of
Final Settlement Agreement. On Oct. 18, 2011, the Court entered
an order granting the Settlement Motion and approving the
Settlement.
In short, under the Settlement, the Debtor will receive
$2.8 million on or before the later of: (a) Nov. 30, 2011, or (b)
thirty days after the confirmation of the plan of reorganization
on file in the South Edge bankruptcy case, but in no event later
than Dec. 30, 2011. Conversely, the Debtor will dismiss the City
of Henderson Adversary Proceeding.
About FSG-R, LLC
Las Vegas, Nevada-based FSG-R, LLC, has no operations, no
employees and no executory contracts or unexpired leases. The
Company's assets consist of certain real property, parcel numbers
191-23-210-003 and 191-22-310-001, totaling approximately 72.61
acres located in an unfinished master planned community known as
"Inspirada" located in the T-18 LID within the City of Henderson
(the "Real Property").
The Company filed for Chapter 11 protection on Oct. 26, 2009,
(Bankr. D. Nev. Case No. 09-30126.) The case was reassigned to
Bankruptcy Judge Bruce A. Markell. The Debtor did not file a list
of its 20 largest unsecured creditors when it filed its petition.
The Debtor estimated assets and debts at $10 million to
$50 million.
Brett A. Axelrod, Esq.. and Anne M. Loraditch, Esq., at Fox
Rothschild LLP, in Las Vegas, Nevada, represent the Debtors as
counsel.
GELT PROPERTIES: Proofs of Claims Bar Date Scheduled for Dec. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has established Dec. 31, 2011, as the last day for any individual
or entities to file proofs of claim against Gelt Properties, LLC,
et al. Governmental entities are required to submit proofs of
claim by Dec. 31, 2011.
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.
GELT PROPERTIES: Wants to Complete Plan Negotiation with Creditors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on Dec. 27, 2011, at 11:00 a.m., to
consider Gelt Properties, LLC's request for an extension in its
exclusive periods.
The Debtors ask the Court to extend their exclusive periods to
file and solicit acceptances for the proposed Plan of
Reorganization until Jan. 25, 2012, and March 25, 2012,
respectively.
The Debtors need additional time to (a) negotiate a consensual
Plan with their creditors; and (b) complete their business plan
going forward as a reorganized company.
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.
GYMBOREE CORP: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Gymboree
Corporation is a borrower traded in the secondary market at 90.58
cents-on-the-dollar during the week ended Friday, Nov. 25, 2011, a
drop of 2.81 percentage points from the previous week according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal. The Company pays 412.5 basis points above LIBOR
to borrow under the facility. The bank loan matures on Feb. 23,
2018, and carries Moody's 'B1' rating and Standard & Poor's 'B'
rating. The loan is one of the biggest gainers and losers among
114 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
About The Gymboree Corporation
The Gymboree Corporation (GYMB: Nasdaq) --
http://www.gymboree.com/-- is a specialty retailer operating
stores selling apparel and accessories for children under the
Gymboree, Gymboree Outlet, Janie and Jack and Crazy 8 brands, as
well as play programs for children under the Gymboree Play & Music
brand. The Company operates retail stores in the United States,
Canada and Puerto Rico in regional shopping malls and in selected
suburban and urban locations. As of January 30, 2010, the Company
conducted its business through five divisions: Gymboree, Gymboree
Outlet, Janie and Jack, Crazy 8, and Gymboree Play & Music. As of
January 30, 2010, the Company operated a total of 953 retail
stores, including 916 stores in the United States (593 Gymboree
stores, 139 Gymboree Outlet stores, 119 Janie and Jack shops, and
65 Crazy 8 stores), 34 Gymboree stores in Canada, 2 Gymboree
stores in Puerto Rico, and 1 Gymboree Outlet store in Puerto Rico.
* * *
As reported by the Troubled Company Reporter on Sept. 14, 2011,
Moody's Investors Service revised The Gymboree Corporation's
rating outlook to negative from stable. All other ratings
including the B2 Corporate Family Rating were affirmed. The
rating outlook revision to negative from stable primarily reflects
persistent negative trends in EBITDA over the past few fiscal
quarters and Moody's expectations that these negative trends are
unlikely to reverse over the course of the current fiscal year.
As a result, the company's performance has been below Moody's
initial expectations therefore leverage is likely to remain high
for an extended period. The company's recent performance has been
negatively impacted primarily by weak product performance at its
Gymboree division, which necessitated higher markdowns to clear
merchandise. The company's cost of sales is expected to increase
over the course of the current fiscal year, as goods were
purchased when raw material costs were higher earlier this year
are delivered to the stores. Moody's expects the company will
face continued pressure on gross margins over the course of this
year as a result.
Gymboree's B2 Corporate Family Rating reflects its highly
leveraged capital structure following its acquisition by Bain
Capital. Leverage remains high, with debt/EBITDA in excess of 6.5
times for the LTM period ending July 30, 2011. The rating also
takes into consideration Gymboree's overall moderate scale and the
highly fragmented infant and toddler apparel market.
HDD ROTARY: Court Orders Sec. 363 Auction on Dec. 13, 2011
----------------------------------------------------------
PLS, Inc. has been retained to assist Wayne Fuquay, Chief
Restructuring Officer for HDD Rotary Sales LLC in marketing the
company including its real property, manufacturing operation,
inventory, ongoing business and patent pending technology. The
company entered bankruptcy earlier this year, and its assets will
be sold by auction under Section 363 of the Bankruptcy Code on
Dec. 13, 2011. All preliminary offers are due December 8, 2011.
HDD Rotary Sales sells, services and support drill pipe and drill
stem components -- from the top drive sub down to the drill bit.
HDD has developed its own proprietary connection and patent
pending PTECH+ technology.
HDD has developed a proprietary dual shoulder increased torque
tool joint connection that was designed to outperform the next
generation high torque connections. HDD's new thread profile,
dual shoulder design connection has the capability to reach
maximum torques while still maintaining a streamline design. The
PTECH+ thread form allows for a large single root radius that
reduces peak stresses in the connection and the connections
stiffness, allowing the connection to withstand higher dogleg
severities, thus increasing the fatigue life of the connection.
In more detail, the combination of tapers and thread forms allows
each connection to have smaller ODs and larger IDs and still
maintain a balanced connection which allows for extended wear.
The design has gone through various design validations which
include: 3-D finite element analysis, physical torsion to failure
tests, multiple make and breaks, and fatigue testing - all with
successful results.
Wayne Fuquay & Associates is a Houston based corporate consultant
and crisis management firm with more than 25 years in assisting
companies through restructuring and business assessment.
HDD Rotary Sales, LLC, filed a Chapter 11 petition (Bankr. D. Tx.
Case No. 11-38053) on Sept. 23, 2011 in Houston, Texas, Leonard H.
Simon, Esq. at Pendergraft & Simon LLP, in Houston, Texas, serves
as counsel to the Debtor. The Debtor posted $9,000,000 in assets
and $9,000,000 in liabilities in its schedules. Gary Haub,
managing member, signed the petition.
H&H BAGELS: GA Keen to Sell Prime Manhattan Redevelopment Property
------------------------------------------------------------------
GA Keen Realty Advisors, a division of Great American Group, LLC ,
a leading provider of asset disposition, valuation, real estate
and appraisal services, has been retained to assist in the
marketing and sale of a prime piece of real estate located at 639
West 46th Street in New York City. The property is currently home
to H&H Bagels' sole remaining location.
According to Matthew Bordwin, Co-President of GA Keen Realty
Advisors, the commercial property, located in the Midtown West
section of the city, represents "an excellent redevelopment
opportunity" for the right buyer.
"It's rare to have more than 25,000 square feet of prime Manhattan
property available in such a great location," Bordwin said. "We
anticipate there will be a lot of interest among users, developers
and investors, especially given its redevelopment potential and
prime location by the Intrepid and Hudson River."
The two-story building, which currently houses H&H Bagels'
manufacturing plant and retail store, is located on a .29 acre
site between 11th and 12th avenues. Both stories offer 12,500
square feet of space. The property is zoned for commercial,
manufacturing or industrial use.
GA Keen was retained by Yann Geron, Chapter 7 Trustee for Third
Toro Family Limited Partnership, to handle the sale. "Mr. Geron
has entered into a $10,000,000 stalking horse contract which is
subject to higher and better offers at auction. Interested
parties must present a qualified bid by the December 30 bid
deadline in order to participate in an auction on January 4. The
minimum bid amount is $10,400,000," Bordwin added.
According to Mr. Geron, "A motion has been filed with the
Bankruptcy Court to approve bidding procedures which outline the
requirements that interested parties must meet in order to qualify
for the January 4 auction. Interested parties are encouraged to
contact GA Keen Realty immediately."
GA Keen Realty Advisors provides real estate analysis, valuation
and strategic planning services, brokerage, M&A, auction services,
lease restructuring services and real estate capital market
services.
HSH DELAWARE: Court Issues Final Decree Closing 9 Cases
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Mary F. Walrath on Tuesday closed nine cases under the
heading of HSH Delaware GP LLC, ending Chapter 11 stays for a
group of investment funds managed by J.C. Flowers & Co. LLC.
Law360 relates that Judge Walrath granted the Debtors' Oct. 25
motion for entry of a final decree, giving them 10 days to pay any
outstanding statutory fees to the trustee overseeing their case.
About HSH Delaware
HSH Delaware GP LLC is based in Wilmington, Del. Nine HSH
partnerships were created in 2006 to buy a 26% stake in
HSH Nordbank AG, the world's largest shipping financier, from
WestLB AG for about EUR1.25 billion ($1.76 billion). The
partnerships received unsecured term and revolving loans of
EUR375 million from ABN AMRO bank to fund the purchase of HSH
Nordbank shares.
In September 2009, creditors with claims aggregating $27.8 million
petitioned (Bankr. D. Del. Case No. 09-13145) to send affiliate
HSH Delaware LP into Chapter 7 liquidation. Commerzbank AG,
Lloyds TSB Bank Plc, ABN Amro Bank NV, Calyon, Royal Bank of
Scotland Plc and Landsbanki Islands HF filed the involuntary
Chapter 7 petition.
HSH Delaware filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-10187) on Jan. 21, 2010. The Company estimated
its assets and debts at $100 million to $500 million at the time
of the filing.
HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg
S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC;
HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH
Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.;
HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. --
filed separate Chapter 11 petitions.
John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins,
Esq.; and Robert J. Stearn Jr., Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Del., assisted the Debtors in their
restructuring effort.
McCarthy Tetrault LLP served as the Debtors' Canadian Counsel.
H. Ronald Weissman served as the Debtors' Chief Restructuring
Officer.
On Jan. 18, 2011, the Court confirmed the Debtors' Plan of
Reorganization, as amended thrice. The Plan was declared
effective in accordance with its terms on Feb. 11.
HUSSEY COPPER: Can Employ Saul Ewing as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Hussey Copper Corp., et al., permission to employ Saul Ewing LLP
as general reorganization and bankruptcy counsel for the Debtors,
nunc pro tunc to the Petition Date.
The Bankruptcy Court is satisfied that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, represents no interests adverse to the
Debtors or the Debtors' estates, and that the retention of the
firm is in the best interest of the Debtors' estates and
creditors.
As reported in the TCR on Oct. 17, 2011, upon retention, the firm
will, among other things:
a. advise the Debtors of their rights, powers, and duties as
debtors in possession;
b. advise the Debtors regarding matters of bankruptcy law; and
c. represent the Debtors in proceedings and hearings in the
U.S. Bankruptcy Court for the District of Delaware.
The attorneys presently designated to represent the Debtors and
their current hourly rates are:
Personnel Rates
--------- -----
Mark Minuti, Partner $625/hour
Jeffrey C. Hampton, Partner $540/hour
Adam H. Isenberg, Partner $540/hour
Robyn F. Pollack, Partner $460/hour
Melissa W. Rand, Associate $275/hour
Monique A. Bair, Associate $250/hour
The firm's rates are:
Personnel Rates
--------- -----
Partner $350-$750/hour
Special Counsel $300-$495/hour
Associate $245-$425/hour
Paraprofessionals $160-$275/hour
About Hussey Copper
Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848. The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products. The Company has more than 500 full-time employees.
Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets. Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts. Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.
Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors. Donlin Recano & Company Inc. is the claims and notice
agent.
An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel. The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.
The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.
HUSSEY COPPER: Can Employ SSG Capital as Investment Banker
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Hussey Copper Corp., et al., permission from the U.S. Bankruptcy
Court for the District of Delaware to employ SSG Capital Advisors
LLC as investment banker for the Debtors, nunc pro tunc to the
Petition Date.
The Bankruptcy Court is satisfied that SSG does not hold or
represent any interest adverse to the Debtors' estates, is a
"disinterested person" as contemplated under Sections 327 and 328
of the Bankruptcy Code, and that the employment of SSG is
necessary and in the best interests of the Debtors' estates,
creditors and other parties in interest.
SSG's engagement will terminate at the closing of any sale of
substantiallty all of the Debtors' assets.
As reported in the TCR on Oct. 17, 2011, upon retention, the firm
will, among other things:
a. prepare an information memorandum describing inter alia (i)
the Debtors, (ii) the Debtors' historical performances and
prospects; (iii) the Debtors' operations, manufacturing
facilities, marketing and sales, inventory, employees, and
management; and (iv) anticipated financial results of the
Debtors;
b. assist the Debtors in developing a list of potential buyers
who will be contracted to determine interest in acquiring
substantially all of the assets and operations of the
Debtors; and
c. solicit competitive offers potential buyers.
The firm's rates are:
a. Fees: An initial fee of $50,000
b. Monthly Fee: Monthly fees of $50,000 per month
c. Sale Fee: upon the consummation of the Sale Transaction,
the Debtors will pay SSG a fee equal to 1.5% of the Total
Consideration up to $100 million plus 2.5% of Total
Consideration between $100 million and $140 million plus 3%
of Total Consideration in excess of $140 million.
d. Financing Fee: Upon the first closing a Financing with any
financing source, the Debtors will pay SSG a fee equal to
1.5% of any Senior Debt raised from any financing source,
plus 3% of any Tranche B Secured Subordinated Debt or any
Traditional Subordinated Debt raised, plus 6% of any
Traditional Equity raised.
e. Restructuring Fee: Upon the closing of a Restructuring
Transaction, either out of court or through a confirmed
chapter 11 plan of reorganization, Hussey will pay SSG a
fee equal to $750,000.
f. Expenses: In addition to the foregoing fees, Debtors shall
reimburse SSG for all of SSG's reasonable, out-of-pocket
expenses incurred in connection with the engagement.
About Hussey Copper
Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848. The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products. The Company has more than 500 full-time employees.
Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets. Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts. Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.
Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors. Donlin Recano & Company Inc. is the claims and notice
agent.
An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel. The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.
The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.
HUSSEY COPPER: Can Employ Huron to Provide CRO, Add'l Personnel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Hussey Copper Corp., et al., to employ Huron Consulting
Services LLC to provide a chief restructuring officer and
additional personnel on an as needed basis, pursuant to the terms
set forth in that engagement letter between the Debtors and Huron,
dated as of Sept. 19, 2011, including, without the limitation, the
appointment of Dalton T. Edgecomb as the Debtors' chief
restructuring officer and John Owens as the Debtors' executive
vice president, nunc pro tunc to the Petition Date.
The Bankruptcy Court is satisfied that the retention of Huron to
provide the CRO, the EVP and additional personnel, is in in the
best interests of the Debtors' estates, their creditors and other
parties in interest.
Huron and its affiliates will not act in any other capacity (for
example, and without limitation, as a financial advisor, claims
agent/claims administrator, or investor/acquirer) in connection
with the Debtors' cases.
Success fees, transaction fees, or other back-end fees will be
approved by the Court at the conclusion of the case on a
reasonableness standard and are not being approved by entry of
this Order. No success fee, transaction fee or back-end fee will
be sought upon conversion of the case, dismissal of the case for
cause, or appointment of a trustee.
About Hussey Copper
Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848. The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products. The Company has more than 500 full-time employees.
Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets. Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts. Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.
Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors. Donlin Recano & Company Inc. is the claims and notice
agent.
An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel. The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.
The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.
INT'L STORYTELLING: To File Chapter 11 Plan in December
-------------------------------------------------------
Madison Mathews at The Kingsport Times-News reports that Jimmy
Neil Smith, president of International Storytelling Center, said
the Company will submit its bankruptcy reorganization plan in
December. The plan, however, does not include the ISC's building
in downtown Jonesborough.
"Basically, we just couldn't get a reasonable price, and on top of
that, we don't have the financial resources at hand at this point
to reacquire the building. That's a challenge we will look at
once we emerge from Chapter 11," the report quotes Mr. Smith as
saying.
Based in Jonesborough, Tennessee, International Storytelling
Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No.
10-53299) on Dec. 31, 2010. Judge Marcia Phillips Parsons
presides over the case. Mark S. Dessauer, Esq., at Hunter, Smith
& Davis, represents the Debtor. The Debtor both estimated assets
and debts between $1 million and $10 million.
INT'L TENNIS CENTER: Bank Wants Chapter 22 Case Dismissed
---------------------------------------------------------
Bank of Nevada is seeking dismissal of the Chapter 11 case of
International Tennis Center of Las Vegas, LLC, for lack of good
faith and with prejudice or, in the alternative, for immediate
relief from the automatic stay to permit the bank to proceed with
foreclosure.
Bank of Nevada said the 2011 bankruptcy filing is merely yet
another of the Debtor's ongoing delay tactics employed for over a
year to continually and wrongfully prevent the bank from
foreclosing on its deed of trust and holding a trustee's sale of
the real property which serves as its collateral, despite the bank
having obtained relief from the automatic stay in the Debtor's
prior bankruptcy case. During that prior case, which was closed
barely a month ago, Bank of Nevada patiently and consistently
worked with the Debtor to give the Debtor extensive opportunities
to prove that it could obtain financing to satisfy Lender's claim
to retain the real property. The Debtor failed to come up with
financing in over a year during the pendency of the case. The
Court, having also experienced the continuous dilatory behavior,
granted the bank relief from the automatic stay. Upon the eve of
the trustee's sale set for Nov. 2, 2011, well over a year after
the first Notices of Default were recorded against the property
and almost two years since the Debtor's last payment to the bank,
the Debtor filed yet another bankruptcy case.
About International Tennis Center
International Tennis Center of Las Vegas, LLC, first filed for
bankruptcy (Bankr. D. Nev. Case No. 100-26290) on Aug. 27, 2010,
days before the date set for the sale of its real property
commonly known as 5975 Topaz Street, in Las Vegas.
As of Aug. 30, 2010, ITC owed Bank of Nevada no less than
$4,400,103 under an Acquisition Loan and no less than $514,447
under a Construction Loan. The Court appointed a trustee in the
case.
On May 2, 2011, the Debtor filed a Disclosure Statement and Plan
of Reorganization where it represented that it would obtain
financing to satisfy Bank of Nevada's claim. Despite repeated
extensions by the bank, the Debtor failed to secure financing.
The Prior Chapter 11 Case was closed on Sept. 27, 2011, and the
bank scheduled a sale of the Debtor's assets for Nov. 2, 2011.
On Oct. 31, 2011, ITC Las Vegas LLC filed for Chapter 11 (Bankr.
D. Nev. Case No. 11-27150). Judge Linda B. Riegle took over the
case from Judge Bruce A. Markell. Ryan D. Stibor, Esq. --
ryan@cherrylv.com -- at Stibor Group, LLC, serves as the Debtor's
counsel. The Debtor scheduled $11,008,412 in assets and
$5,317,426 in debts. The petition was signed by James J. Ahearn,
the Debtor's operating manager.
Attorneys for Bank of Nevada are:
Robert R. Kinas, Esq.
Nishat Baig, Esq.
Blakeley E. Grffith, Esq
SNELL & WILMER L.L.P.
3883 Howard Hughes Parkway, Suite 1100
Las Vegas, NV 89169
Telephone: (702) 784-5200
Facsimile: (702) 784-5252
E-mail: rkinas@swlaw.com
nbaig@swlaw.com
bgriffth@swlaw.com
INT'L TENNIS CENTER: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
ITC Las Vegas, LLC, filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:
NAME OF SCHEDULE ASSETS LIABILITIES
---------------- ------ -----------
A - Real Property $11,000,000
B - Personal Property $8,412
C - Property Claimed as Exempt
D - Creditors Holding
Secured Claims $4,894,414
E - Creditors Holding
Unsecured Priority
Claims $170,126
F - Creditors Holding
Unsecured Nonpriority
Claims $252,885
------ -----------
$11,008,412 $5,317,426
In its statement of financial affairs, the Debtor disclosed that
it earned $286,241 from business receipts in 2009, $299,744 in
2010 and $247,565 in 2011 through October.
About International Tennis Center
International Tennis Center of Las Vegas, LLC, first filed for
bankruptcy (Bankr. D. Nev. Case No. 100-26290) on Aug. 27, 2010,
days before the date set for the sale of its real property
commonly known as 5975 Topaz Street, in Las Vegas.
As of Aug. 30, 2010, ITC owed Bank of Nevada no less than
$4,400,103 under an Acquisition Loan and no less than $514,447
under a Construction Loan. The Court appointed a trustee in the
case.
On May 2, 2011, the Debtor filed a Disclosure Statement and Plan
of Reorganization where it represented that it would obtain
financing to satisfy Bank of Nevada's claim. Despite repeated
extensions by the bank, the Debtor failed to secure financing.
The Prior Chapter 11 Case was closed on Sept. 27, 2011, and the
bank scheduled a sale of the Debtor's assets for Nov. 2, 2011.
On Oct. 31, 2011, ITC Las Vegas LLC filed for Chapter 11 (Bankr.
D. Nev. Case No. 11-27150). Judge Linda B. Riegle took over the
case from Judge Bruce A. Markell. Ryan D. Stibor, Esq. --
ryan@cherrylv.com -- at Stibor Group, LLC, serves as the Debtor's
counsel. The petition was signed by James J. Ahearn, the Debtor's
operating manager.
Bank of Nevada is represented by lawyers at Snell & Wilmer L.L.P.
INT'L TENNIS CENTER: Hiring Stibor Group as Bankruptcy Counsel
--------------------------------------------------------------
The Bankruptcy Court will hold a hearing on Dec. 14, 2011, at 2:00
p.m. to consider the request of ITC Las Vegas, LLC, for approval
to employ Stibor Group, LLC, as its Chapter 11 attorney.
Work on behalf of the Debtor will be performed primarily by Ryan
Stibor, Esq. (hourly rate $295). Other attorney professionals
($295) and paralegals (hourly rate $80) may render services on
behalf of the Debtor from time to time at their standard
compensation rates.
Prior to the Petition Date, the Debtor paid Stibor Group a $5,000
retainer for advisory services and commencement of the chapter 11
case. The sum of $5,000 in fees and expenses were incurred prior
to the filing of the voluntary petition, inclusive of the filing
fee ($1,039.00), leaving no balance towards payment of post-
petition fees and costs.
About International Tennis Center
International Tennis Center of Las Vegas, LLC, first filed for
bankruptcy (Bankr. D. Nev. Case No. 100-26290) on Aug. 27, 2010,
days before the date set for the sale of its real property
commonly known as 5975 Topaz Street, in Las Vegas.
As of Aug. 30, 2010, ITC owed Bank of Nevada no less than
$4,400,103 under an Acquisition Loan and no less than $514,447
under a Construction Loan. The Court appointed a trustee in the
case.
On May 2, 2011, the Debtor filed a Disclosure Statement and Plan
of Reorganization where it represented that it would obtain
financing to satisfy Bank of Nevada's claim. Despite repeated
extensions by the bank, the Debtor failed to secure financing.
The Prior Chapter 11 Case was closed on Sept. 27, 2011, and the
bank scheduled a sale of the Debtor's assets for Nov. 2, 2011.
On Oct. 31, 2011, ITC Las Vegas LLC filed for Chapter 11 (Bankr.
D. Nev. Case No. 11-27150). Judge Linda B. Riegle took over the
case from Judge Bruce A. Markell. The Debtor scheduled
$11,008,412 in assets and $5,317,426 in debts. The petition was
signed by James J. Ahearn, the Debtor's operating manager.
Bank of Nevada is represented by lawyers at Snell & Wilmer L.L.P.
INT'L TENNIS CENTER: Sec. 341 Creditors' Meeting on Thursday
------------------------------------------------------------
The U.S. Trustee in Las Vegas, Nevada, will convene a meeting of
creditors in the bankruptcy case of ITC Las Vegas, LLC, pursuant
to Sec. 341(a) of the Bankruptcy Code on Dec. 1, 2011, at 4:00
p.m. at 341s - Foley Bldg, Rm 1500.
The last day to file Proofs of Claim in the case is Feb. 29, 2012.
Meanwhile, the Bankruptcy Court has set a status hearing in the
case on Jan. 4, 2012, at 2:00 p.m. at LBR-Courtroom 1, Foley
Federal Bldg.
About International Tennis Center
International Tennis Center of Las Vegas, LLC, first filed for
bankruptcy (Bankr. D. Nev. Case No. 100-26290) on Aug. 27, 2010,
days before the date set for the sale of its real property
commonly known as 5975 Topaz Street, in Las Vegas.
As of Aug. 30, 2010, ITC owed Bank of Nevada no less than
$4,400,103 under an Acquisition Loan and no less than $514,447
under a Construction Loan. The Court appointed a trustee in the
case.
On May 2, 2011, the Debtor filed a Disclosure Statement and Plan
of Reorganization where it represented that it would obtain
financing to satisfy Bank of Nevada's claim. Despite repeated
extensions by the bank, the Debtor failed to secure financing.
The Prior Chapter 11 Case was closed on Sept. 27, 2011, and the
bank scheduled a sale of the Debtor's assets for Nov. 2, 2011.
On Oct. 31, 2011, ITC Las Vegas LLC filed for Chapter 11 (Bankr.
D. Nev. Case No. 11-27150). Judge Linda B. Riegle took over the
case from Judge Bruce A. Markell. Ryan D. Stibor, Esq. --
ryan@cherrylv.com -- at Stibor Group, LLC, serves as the Debtor's
counsel. The Debtor scheduled $11,008,412 in assets and
$5,317,426 in debts. The petition was signed by James J. Ahearn,
the Debtor's operating manager.
Bank of Nevada is represented by lawyers at Snell & Wilmer L.L.P.
INTERSTATE BAKERIES: Fuel Provider Must Return $54T
---------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Eighth Circuit
affirmed a Jan. 12, 2011 bankruptcy court order finding that three
payments totaling $54,778.46 received by SMF Energy Corporation
f/k/a or d/b/a Streicher Mobile Fueling, Inc., from Interstate
Bakeries Corporation in the 90-day preference period preceding
IBC's chapter 11 filing were preferential payments under 11 U.S.C.
Sec. 547(b) and were thus subject to avoidance by U.S. Bank
National Association in its capacity as trustee for the IBC
Creditors Trust. Between Sept. 27, 2002 and July 17, 2004, SMF
provided vehicle fuel for Merita Bakery, an affiliate of IBC. IBC
has done business under a number of names, including Home Pride,
Hostess, Mrs. Cubbison's, Sunbeam, and Wonder. Between June 24,
2004 and Sept. 22, 2004,2 as a result of their business
relationship, Merita made four payments to SMF totaling $67,966.
The appellate case is, U.S. Bank National Association, in its
capacity as Trustee for the IBC Creditors Trust, Plaintiff-
Appellee, v. SMF Energy Corporation, d/b/a Streicher Mobile
Fueling, Inc. Defendant-Appellant, Global Crossing
Telecommunications, Inc., City of Alexandria, Louisiana,
Defendants, No. 11-6005 (8th Cir. BAP). The BAP consists of
Bankruptcy Judge Robert Kressel, Chief Judge Thomas L. Saladino
and Charles Nail. A copy of the BAP's Nov. 25, 2011 decision is
available at http://is.gd/rMoYaZfrom Leagle.com.
About Interstate Bakeries nka Hostess Brands
Interstate Bakeries Corporation, now known as Hostess Brands Inc.,
is a wholesale baker and distributor of fresh-baked bread and
sweet goods, under various national brand names, including
Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R).
Interstate Bakeries and eight of its subsidiaries and affiliates
filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo.
Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they disclosed $1,626,425,000
in total assets and $1,321,713,000 (excluding the $100,000,000
issue of 6% senior subordinated convertible notes due Aug. 15,
2014) in total debts.
The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007. On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan. IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.
The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company. The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.
On Dec. 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization. The plan was filed Oct. 31,
2008. The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.
Interstate Bakeries emerged from Chapter 11 on Feb. 3, 2009.
Upon emergence, the Company moved its headquarters from Kansas
City, Missouri, to Dallas, Texas. A Creditors Trust was
established under terms of the Debtors' confirmed Chapter 11 Plan.
U.S. Bank National Association was appointed as Trustee.
In September 2011, The Wall Street Journal, citing people familiar
with the matter, reported that Hostess Brands has law firm Jones
Day and financial-services firm Perella Weinberg Partners to
negotiate with creditors and attempt to rework the company's
finances. The sources said no restructuring is imminent and
Hostess has adequate cash to operate in the near term.
The Journal said Hostess's creditors include General Electric
Co.'s finance arm and hedge funds Silver Point Capital and Monarch
Alternative Capital. Silver Point and Monarch also own equity.
The Journal's sources also noted that Silver Point, Monarch and
others loaned Hostess $20 million in August 2011. They also said
Ripplewood Holdings, the company's private-equity owner, loaned
Hostess $30 million in March and invested another $10 million in
equity in June to give the firm a cushion.
The Journal's sources also noted that Hostess has made contingency
plans for a Chapter 11 bankruptcy filing. The sources also said
Hostess is trying to renegotiate hundreds of separate labor
contracts to lower costs and could end up seeking bankruptcy
protection to do so if unable to reach agreements with unionized
workers outside of court.
JEFFERSON COUNTY, AL: Kurtzman Carson Approved as Claims Agent
--------------------------------------------------------------
At the behest of Jefferson County, Alabama, the Bankruptcy Court
appointed Kurtzman Carson Consultants LLC as the claims, noticing
and balloting agent in the Chapter 9 bankruptcy case.
Jefferson County said the potential creditor pool in the County's
case is vast, with roughly 700,000 people residing within the
County and with more than 16,000 entries appearing in the County's
historical accounts payable ledger. The County has listed more
than 5,600 creditors on its mailing matrix. Given the size of the
County's creditor body, it would be impracticable and inefficient
for the County and the Court to undertake the task of sending
notices to the creditors and other parties in interest. Moreover,
appointing the Noticing Agent to maintain a claims register and
process claims and ballots greatly will decrease the costs and
burdens of administering the County's case and will improve the
accuracy and efficiency of the noticing, claims allowance, and
solicitation processes.
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.
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.
Judge Thomas B. Bennett presides over the Chapter 9 case.
Jefferson estimated more than $1 billion in assets. The petition
was signed by David Carrington, president.
Jefferson is represented by:
Patrick Darby, Esq.
Jay R. Bender, Esq.
Chris Hawkins, Esq.
BRADLEY ARANT BOULT CUMMINGS LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, AL 35203-2104
Telephone: (205) 521-8000
Facsimile: (205) 521-8500
E-mail: pdarby@babc.com
jbender@babc.com
chawkins@babc.com
- and -
Kenneth Klee, Esq.
Lee Bogdanoff, Esq.
David Stern, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, Thirty-Ninth Floor
Los Angeles, CA 90067-5061
Telephone: (310) 407-4000
Facsimile: (310) 407-9090
E-mail: kklee@ktbslaw.com
lbogdanoff@ktbslaw.com
dstern@ktbslaw.com
Kurtzman Carson Consultants LLC, the claims agent, may be reached
at:
Benjamin P.D. Schrag
KURTZMAN CARSON CONSULTANTS LLC
599 Lexington Avenue - 39th Floor
New York, NY 10022
E-mail: bschrag@kccllc.com
- and -
Robert Q. Klamser
KURTZMAN CARSON CONSULTANTS LLC
2335 Alaska Ave.
El Segundo, CA 90245
E-mail: rklamser@kccllc.com
JEFFERSON COUNTY, AL: Has Dec. 12 Deadline to File Creditor List
----------------------------------------------------------------
Thomas B. Bennett approved a motion by Jefferson County, Alabama,
fixing the date to file a list of creditors no later than Dec. 12,
2011 at 5:00 p.m. Central time.
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.
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.
Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent. Jefferson estimated more than $1 billion in assets. The
petition was signed by David Carrington, president.
KAHUKU HOSPITAL: Hawaii Court Rules on Fee Enhancement Requests
---------------------------------------------------------------
Bankruptcy Judge Robert J. Faris ruled on requests by the general
and special counsel to Kahuku Hospital for fee enhancement. The
law firms seek a fee enhancement based on two factors: the risk of
nonpayment; and the excellent outcome of the case. The Office of
the United States Trustee objects, contending that there was no
real risk of nonpayment; excellent results alone do not justify an
upward adjustment; and an unusually large proportion of the work
was done by senior attorneys with higher billing rates, thus
increasing the total fee. The Hawaii Health Systems Corporation
also objects, contending that state funding gave the debtor an
"unusual headstart" and the result is partly attributable to the
hospital regulatory work done by HHSC, not the debtor or its
counsel.
Judge Faris noted that the results of the case were unusual and
exceptionally good for the creditors. All secured and unsecured
creditors were paid in full with interest, leaving a surplus of
about $1,000,000. The judge acknowledged that the debtor's
general and special counsel made a substantial contribution to
this outcome. Counsel negotiated and helped to consummate a sale
of the debtor, and then challenged questionable claims, which
reduced the debtor's liabilities by over 40%, from $4,442,870 to
$2,544,159. There would have been no surplus if the sale did not
close and the unsubstantiated claims were not eliminated.
Gelber, Gelber & Ingersoll served as the debtor's general counsel
and Torkildson Katz Fonseca Moore & Hetherington as its special
counsel concerning labor, employment, healthcare, and corporate
law matters.
For their services, the law firms seek compensation at their usual
hourly rates and reimbursement of expenses (totaling $787,198.54
for general counsel through Oct. 17, 2011, and $312,285.83 for
special counsel through Oct. 31, 2011) plus an "upward adjustment"
applied to the compensation. The firms suggest that an upward
adjustment of 10% to 15% is warranted.
In a Nov. 23, 2011 Memorandum of Decision available at
http://is.gd/AM5OwEfrom Leagle.com, Judge Faris said the hourly
rate charged by Don Gelber ($390 per hour until Feb. 26, 2009, and
$430 thereafter) during the first period of the case was
unreasonably low, considering his skill and experience. Mr.
Gelber has roughly 40 years of experience and has had major roles
in many of the largest cases before the court. Nevertheless, his
rates are not the highest charged by bankruptcy attorneys in
Hawaii, and are substantially less than the rates charged by
comparably experienced attorneys based on the mainland ($500 to
$1,000 per hour or more).
Judge Faris noted that Hawaii is a small state with a small
bankruptcy bar and an even smaller cadre of attorneys with
experience representing chapter 11 debtors in possession. The
attorney whose expertise and experience most closely resembles Mr.
Gelber's is James Wagner. Mr. Wagner charged (and the court
approved) at least $425 per hour at the time Mr. Gelber was
charging $390 per hour. In the circumstances of this case, a
reasonable hourly rate for Mr. Gelber would be at least $425 per
hour from the commencement of the case.
This results in an increase of the lodestar by $36,228.50 plus tax
for the Gelber firm, Judge Faris said. In addition, the Gelber
firm is entitled to compensation for the preparation and
presentation of its fee application and a portion of the work done
in defense of that application (since the defense was only partly
successful). The reasonable amount of such compensation is
$17,000 plus tax.
While there is enough information to establish that Mr. Gelber's
hourly rate should be increased, Judge Faris noted there is not
sufficient information to determine that the usual rate charged by
the Torkildson firm is insufficient. George Hetherington is a
well-respected and highly experienced attorney in his practice
areas. He performed his duties with exceptional professionalism
and expertise. Nevertheless, the record does not reflect that Mr.
Hetherington's rate was unusually low compared to similar
professionals in the community.
About Kahuku Hospital
Kahuku Hospital owned a small hospital on the North Shore of Oahu,
a rural area with little population but many visitors. The
hospital filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case
No. 07-00176) on Feb. 23, 2007. On May 31, 2007, the governor of
Hawaii approved an appropriation of up to $2,900,000 to finance
the acquisition of the hospital by the Hawaii Health Systems
Corporation, a state instrumentality that owns and operates public
hospitals, and an additional $1,000,000 to cover HHSC's
transitional expenses. The deal closed in March 2008 after
settlement of certain issues.
KINGFISHER AIRLINES: Lessors Set to Grab Planes
-----------------------------------------------
Dow Jones' DBR Small Cap reports that airplane-leasing companies
are preparing to repossess planes from India's Kingfisher Airlines
Ltd. if the troubled carrier's finances deteriorate further, said
an executive at one of the companies.
About Kingfisher Airlines
Headquartered in Mumbai, India, Kingfisher Airlines --
http://www.flykingfisher.com/-- formerly known as Deccan
Aviation Ltd., serves about 35 domestic destinations with a fleet
of more than 40 aircraft, including Airbus jets and ATR 72
turboprops. It maintains bases in major cities such as Delhi and
Mumbai. Kingfisher Airlines is a unit of UB Holdings, best known
for its United Breweries unit, and the carrier shares the
Kingfisher brand with a popular Indian beer. UB Holdings also
owns a stake in another domestic carrier, Air Deccan, whose
operations it combined with Kingfisher Airlines in mid-2008.
Kingfisher Airlines began flying in 2005.
* * *
Kingfisher Airlines has lost money six years in a row,
accumulating net debt of INR77.2 billion (US$1.74 billion) as of
March 2010, according to data compiled by Bloomberg.
As reported in the Troubled Company Reporter-Asia Pacific on
Sept. 16, 2011, The Economic Times said Kingfisher Airlines Ltd.
has found itself parrying questions about its survival after its
auditor raised doubts over the company's ability to stay in
business for long. Audit firm BK Ramadhyani & Co, which
examined the books of the airline, said in remarks published in
the airline's annual report that Kingfisher's ability to remain a
"going concern" will depend on its promoters bringing in money
into the company. The auditors also said Kingfisher has not
deposited with the government money it collected from employees
as tax deducted at source and provident fund contribution,
painting a dire picture of the airline's finances, The Economic
Times reported.
LEHMAN BROTHERS: Settles $100-Mil. of Claims by Alston, et al.
--------------------------------------------------------------
Lehman Brothers Holdings Inc. has filed a motion to settle nearly
$100 million of claims against the company and Lehman Brothers
Special Financing Inc.
The claims were filed by Elliot Associates L.P. and Elliott
International L.P. after their derivatives deals with the Lehman
units were terminated following the latter's bankruptcy filing in
2008. Alston Investments LLC and Ashton Investments LLC
purchased those claims in June of this year.
Pursuant to Lehman's agreement with Alston, the claims asserted
by the investment firm will be slashed by approximately 42% or
$34.5 million. Alston will have an allowed claim in the sum of
more than $24 million against each of the Lehman units.
Meanwhile, Ashton's claims will be reduced by approximately $51.9
million or 45% of the asserted amounts. Ashton will have an
allowed claim in the sum of more than $32 million against each of
the Lehman units, according to its proposed agreement with the
Lehman units.
Both settlement agreements also call for the mutual release of
claims under the derivatives deals. Full-text copies of the
agreements are available without charge at:
http://bankrupt.com/misc/LBHI_AlstonSettlement.pdf
http://bankrupt.com/misc/LBHI_AshtonSettlement.pdf
Judge James Peck will hold a hearing on November 30, 2011, to
consider approval of the agreements. The deadline for filing
objections is November 23, 2011.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.
Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan. The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors. Voting on the Plan ends on Nov. 4, 2011. A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Proposes to Settle $751MM Natural Gas Dispute
--------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval to settle two
$751 million claims filed by Bank of New York Trust Company N.A.
The claims stemmed from a 2008 natural gas purchase agreement
between Main Street Natural Gas Inc. and Lehman Brothers
Commodity Services Inc.
Main Street filed two $751 million claims, one against LBCS and
the other on a guarantee given by the parent company after LBCS
allegedly stopped delivering gas following its bankruptcy. BNY
Trust, which served as indenture trustee in the purchase
agreement, also filed $751 million claims against each of the
Lehman units.
Under the proposed settlement, BNY Trust will have an allowed
$722 million claim against each of the Lehman units under the
proposed Chapter 11 plan. The claim against LBCS will be a Class
4 general unsecured claim while the claim against the parent
company will be a Class 9 third-party guarantee claim.
Meanwhile, the claims asserted by Main Street will be deemed
withdrawn. BNY Trust and Main Street also agreed that they won't
take any action against the confirmation of the plan, according
to the proposed deal. .
A full-text copy of the settlement agreement is available without
charge at:
http://bankrupt.com/misc/LBHI_SettlementMainStreet.pdf
Judge James Peck will hold a hearing on December 14, 2011, to
consider approval of the proposed settlement. The deadline for
filing objections is December 7, 2011.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.
Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan. The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors. Voting on the Plan ends on Nov. 4, 2011. A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Lloyd's Authorized to Pay $500k to GameTech
------------------------------------------------------------
Bankruptcy Judge James Peck issued an order authorizing certain
underwriters at Lloyd's, London to pay $500,000 to settle an
arbitration case filed by GameTech International Inc.
The case, styled GameTech International, Inc. v. Lehman Brothers
Inc., et al., is overseen by the Financial Industry Regulatory
Authority. It stemmed from alleged securities law violations
committed by Lehman officers and employees in connection with
GameTech's investment in auction rate securities.
In another order, the bankruptcy judge also authorized certain
underwriters at Lloyd's, London, Illinois National Insurance
Company, Chartis Excess Ltd., and Axis Specialty Limited Bermuda
to cover the payment to settle lawsuits against Lehman officers
and employees.
Earlier, the defendants entered into agreements to settle the
lawsuits, which stemmed from the purchase by the California
Public Employees' Retirement System, the Washington State
Investment Board and the American National Life Insurance Company
of Texas of more than $800 million worth of Lehman securities.
The defendants also reached a settlement of the arbitration case
filed by 4Kids Entertainment Inc., which seeks payment of
approximately $36 million in damages that 4Kids allegedly
suffered after investing in auction rate securities.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.
Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan. The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors. Voting on the Plan ends on Nov. 4, 2011. A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Court Approves Settlement With Danske Bank
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the settlement between Lehman Brothers and Danske Bank
A/S.
Under the deal, Danske Bank's claim against Lehman Commercial
Paper Inc. will be reduced to $580 million, and allowed as a non-
priority, general unsecured claim against the Lehman subsidiary
in Class 4A under the proposed Chapter 11 plan.
Meanwhile, the bank's claim against Lehman Brothers Holdings Inc.
will be reduced to $580 million and allowed as a senior non-
priority, general unsecured claim against the company in Class 5
under the plan.
Both claims stemmed from a 1999 repurchase agreement between LCPI
and Danske Bank, which allowed the Lehman unit to sell and
repurchase loans. LCPI's obligations were guaranteed by its
parent company.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.
Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan. The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors. Voting on the Plan ends on Nov. 4, 2011. A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Court OKs Derivatives Pact Amendment Protocol
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors sought
and obtained authority from Judge James Peck to implement a
process for the consensual amendment and assumption of their non-
terminated derivatives contracts.
The proposed process would allow the Debtors to consensually
amend and assume the contracts in order to provide mutually
satisfactory terms for substitute performance, credit support or
other adequate assurance to counterparties to the contracts.
Under the derivatives contracts, as amended, the Debtors will
obtain substitute performance or another form of adequate
assurance that is mutually agreeable to them and to the
counterparties. In exchange, the Debtors will pay market-based
fees and expenses to secure such adequate assurance.
The applicable Debtor will then assume the amended derivatives
contract. All amounts currently payable to the Debtor under that
contract will continue to be paid to it but such Debtor will have
no future liability.
The Debtors are expected to negotiate with up to 10 or 15
counterparties regarding potential amendments to their non-
terminated agreements, according to court papers.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.
Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan. The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors. Voting on the Plan ends on Nov. 4, 2011. A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: JPM Trying to Move $8.6BB Suit to Dist. Court
--------------------------------------------------------------
JPMorgan Chase & Co. is trying to move an $8.6 billion lawsuit by
Lehman Brothers Holdings Inc. from bankruptcy court to district
court, according to a November 17, 2011 report by Bloomberg News.
JPMorgan said a bankruptcy court cannot rule on LBHI's allegation
that the bank caused monetary damage to the company in 2008,
adding that the lawsuit should be handled by a district judge.
Citing a ruling in the Anna Nicole Smith case that described
limits to the power of bankruptcy judges, the bank said a
district judge must decide LBHI's common-law damage claims in its
lawsuit, Bloomberg News reported.
Referring to the fight over the claims, the bank said "there is
no sense in splitting this lawsuit and leaving some subset of
plaintiff's 49 interrelated claims in the bankruptcy court."
LBHI's fight with JPMorgan continues even after it dropped its
battle with Barclays Plc for an alleged $11 billion "windfall"
made on the U.K. bank's acquisition of the company's North
American business. Dropping an appeal in that case, the company
said it wanted to get on with its proposed plan.
LBHI sued JPMorgan early last year to recover billions of dollars
that the bank allegedly seized as collateral. The bank allegedly
threatened to discontinue its services unless LBHI posted
excessive collateral.
JPMorgan served as LBHI's main clearing bank in the 2008
financial crisis, lending the company's brokerage more than $100
billion a day to settle trades and repurchase agreements.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.
Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan. The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors. Voting on the Plan ends on Nov. 4, 2011. A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LENOX 126 REALTY: Member Wants Ch. 11 Trustee Appointed in Case
---------------------------------------------------------------
Aspasia Gatanas asks the U.S. Bankruptcy Court for the Southern
District of New York to appoint an Chapter 11 trustee in the
Chapter 11 case of Lenox Realty LLC.
Ms. Gatanas is a 50% member of the Debtor as mutually agreed to by
the parties.
Ms. Gatanas complains about the Debtor's repeated and unlawful
disposition of proceeds, the appointment of an unlicensed real
estate management company, the lack of authority to file the
bankruptcy, and other irresponsible acts of managing member
Lorenzo A. Deluca.
Additionally, Ms. Gatanas has identified over $800,000 in
questionable payments by the Debtors prior to the Petition Date,
among other recipients, insiders and other unauthorized parties.
The Debtor has also a track record of disregarded liens and
obligations of secured creditors and others.
About Lenox 126 Realty
Staten Island-based real estate investor Lorenzo De Luca, through
his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block the
foreclosure sale at his apartment building at 321 Lenox Avenue in
New York. Mr. De Luca paid $9.1 million for the building in 2006.
Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank,
which later sold the first mortgage to Delshah Capital. In March,
State Supreme Court Justice Jane Solomon ordered the property be
sold at auction.
In its schedules, Lenox 126 Realty disclosed $10,377,689 in assets
and $14,718,905 in liabilities as of Chapter 11 filing. Judge
Sean H. Lane presides over the case.
No committee has been appointed to date in this case.
Lenox 126 Realty has filed a Chapter 11 Plan of Reorganization and
an accompanying disclosure statement, which provides for the sale
of its residential building located at 101 West 126th Street, in
New York. Among others, holders of General Unsecured Claims
totaling $6,327,449, will be paid their pro-rata share of a
$250,000 minimum distribution fund.
LOS ANGELES DODGERS: Fox Wants McCourt to 'Get Out of the Way'
--------------------------------------------------------------
Fox Entertainment Group Inc. filed papers in bankruptcy court on
Thanksgiving Day saying that Frank McCourt, the owner of the Los
Angeles Dodgers baseball club, "is not necessary to this process.
He should get out of the way and let everyone return to the
business of baseball."
Fox's papers were filed in opposition to the Dodgers' latest
motion, to be argued on Nov. 30, seeking permission to auction
telecasting rights.
Reuters relates that Fox, which broadcasts Dodgers games, has
vigorously opposed the team's plan to sell its future media rights
earlier than expected as part of a plan to auction the team and
exit bankruptcy.
Reuters, citing court documents filed last week, says Fox asked
the Delaware bankruptcy court to reject the team's request to sell
its future broadcast rights, saying such a sale was unnecessary to
bring the team out of Chapter 11. "Moreover, Mr. McCourt is not
necessary to this process. He should get out of the way and let
everyone return to the business of baseball," the report quotes
Fox as stating.
The Reuters report says the Dodgers stated that recognizing the
full value of the future media rights in conjunction with the sale
of the team would be in the best interests of the team, fans and
Major League Baseball. "The fact that Fox thinks it should now
opine on real estate is just plain foolish," Dodger stated.
According to Bloomberg News' report, if the Dodgers want the
highest price for the team, the sale should include the land under
the stadium and the parking lot, Fox said in its papers. The News
Corp. unit is urging the bankruptcy court not to consider an
auction for broadcasting rights until the still-secret terms of
the settlement with Major League Baseball are revealed.
Bloomberg recounts that early this month, the team and the
baseball commissioner said they reached a settlement through
mediation where the team would be sold at auction under agreed
procedures. The commissioner, according to a court filing, won't
oppose having an auction to learn if Fox or someone else will make
the best offer for television rights beginning with the 2014
season.
Fox, according to the Bloomberg report, said an auction isn't
necessary to know what future television rights are worth because
every buyer will have media advisers. Fox contends that "bidders
can and do easily value the future telecast rights."
Last week, the U.S. Bankruptcy Judge in Delaware halted discovery
and sent Fox and the Dodgers into mediation Nov. 28 with retired
U.S. District Judge Joseph J. Farnan Jr., the mediator who worked
out a settlement with the baseball commissioner.
At least for now, a hearing remains on the bankruptcy court's
calendar for Nov. 30, when the Dodgers are scheduled to request
court approval for auction procedures designed to determine
whether Fox has the best offer for television broadcasting rights
beginning with the 2014 season.
Fox, Mr. Rochelle notes, has a motion on file to dismiss the
Dodgers' bankruptcy, calling it an "elaborate contrivance" to
solve the owner's financial problems. Fox also has a complaint on
file in bankruptcy court against the Dodgers and Mr. McCourt,
contending that they are interfering with the broadcaster's right
under the existing media contract.
To carry out the settlement with the commissioner negotiated with
Judge Farnan's help, the Dodgers are to file papers setting up
procedures for selling the team. The Dodgers say the sale of the
club as whole will be completed by April 30.
About Los Angeles Dodgers
Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area. Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million. Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.
Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1. Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.
Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.
The petition estimates assets of up to $500 million and debts of
up to $1 billion. In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.
According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.
Judge Kevin Gross presides over the case. Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent. Public relations specialist Kekst and
Company has been hired for crisis support. Covington & Burling
LLP serves as special counsel.
An official committee of unsecured creditors has been appointed in
the case. The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.
The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.
The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball. The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.
MACCO PROPERTIES: Court OKs Redmond & Nazar as Special Counsel
--------------------------------------------------------------
Michael E. Deeba, the Chapter 11 Trustee of Macco Properties, Inc.
sought and obtained permission from the U.S. bankruptcy Court for
the Western District of Oklahoma to employ W. Thomas Gilman of the
firm Redmond & Nazar, LLPC, as special counsel for Debtor.
The Trustee said it is necessary to hire special counsel to
represent the estate's interest in this action as well as any
other matters that may be filed in the State of Kansas.
The firm's rates are:
Personnel Rates
--------- -----
Partners $225 to $285
Associates $185
Legal Assistants $75
Mr. Deeba attests that the firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.
About Macco Properties
Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. G. Rudy Hiersche,
Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's
bankruptcy counsel. The Debtor disclosed $50,823,581 in total
assets, and $4,323,034 in total liabilities.
The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.
MACCO PROP: Ch. 11 Trustee Employs Andrew Schmidt as Accountant
---------------------------------------------------------------
Michael E. Deeba, the Chapter 11 Trustee of Macco Properties, Inc.
employs Andrew G. Schmidt of Schmidt & Associates, PC, as
accountant for Trustee to assist the Trustee in the preparation of
all tax returns for the estate and the related entities.
Trustee requires the services of an Accountant to prepare the tax
returns for MACCO Properties, Inc., and its related entities.
Schmidt will charge an hourly rate of $125 for all professional
services rendered.
Mr. Deeba attests that the firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.
About Macco Properties
Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. G. Rudy Hiersche,
Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's
bankruptcy counsel. The Debtor disclosed $50,823,581 in total
assets, and $4,323,034 in total liabilities.
The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.
MAJESTIC CAPITAL: Plan Exclusivity Extended Until Jan. 18
---------------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York extended Majestic Capital, Ltd., et
al.'s exclusive periods to file and solicit acceptances for the
proposed Chapter 11 Plan until Nov. 18, 2011, and Jan. 18, 2012,
respectively.
According to the Debtors' case docket, a proposed Disclosure
Statement with respect to Joint Plan of Liquidation was filed by
the Debtors on Nov. 18, 2011.
As reported in the Troubled Company Reporter on Nov. 9, 2011, the
Debtors related that they require a brief additional extension
in order to consider the Official Committee of Unsecured
Creditors' concerns relating to the plan, well as issued raised
by the Court at a recent omnibus hearing.
About Majestic Capital
Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.
Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011. Bankruptcy Judge
Cecelia G. Morris presides over the case. Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort. Murphy & King, P.C. serves as the Debtors'
co-counsel. The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors. The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.
Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.
MAKINO PREMIUM: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Steve Green at Vegas Inc. reports that Makino Premium Outlet LV
LLC filed on Nov. 22, 2011, for Chapter 11 bankruptcy protection
after a creditor repossessed some of its equipment.
According to the report, an attorney for creditor Fairway
Restaurant Group of Orlando, Florida, said a constable was seizing
equipment from the downtown Makino restaurant last week when the
bankruptcy was filed. Makino Premium said it owes nearly $370,000
in debt to Fairway.
The report says Makino Premium disclosed assets of $30,000 against
liabilities of nearly $538,000.
Makino Premium Outlet LV LLC operates a Makino sushi and seafood
buffets in Las Vegas, Nevada.
MANISTIQUE PAPERS Setting Up Feb. 13 Auction Sale
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Manistique Papers Inc., the owner of a 125,000 ton-a-
year plant making specialty papers from recycled fiber, filed
pleadings on Nov. 21 setting up sale procedures leading to an
auction on Feb. 13. No buyer is yet under contract.
According to the report, if the bankruptcy court in Delaware
agrees with procedure at a Dec. 13 hearing, bids would be due
initially by Feb. 8. The company will retain the ability to
anoint a so-called stalking horse bidder if a buyer steps up
before hand willing to sign an acceptable contract.
Manistique, whose plant is in a Michigan town of the same name, at
the same hearing will request an extension until April 13 of the
exclusive right to propose a Chapter 11 plan.
The report relates that the lender is now mBank from Manistique.
It purchased the secured loan from the prior lender and is
providing $5 million in additional financing. The financing is
partially backed by the state's Michigan Strategic Fund, court
papers say. The bank would have the right to bid at auction using
secured debt rather than cash.
About Manistique Papers
Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited. Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort. Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel. Vector Consulting, L.L.C., serves
as its financial advisor. Baker Tilly Virchow Krause, LLC, serves
as its accountant.
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Manistique Papers is represented by Lowenstein
Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware
counsel. J.H. Cohn LLC serves as the panel's financial advisor.
Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.
MAQ MANAGEMENT: Super Stop Taps Fisher Auction for Sale of Assets
-----------------------------------------------------------------
Super Stop Petroleum, Inc., a debtor-affiliate of MAQ Management,
Inc. et al., asks the U.S. Bankruptcy Court for the Southern
District of Florida for permission to employ Fisher Auction
Company as auctioneer for sale of real property located at
223 Academy Drive, Kissimmee, Florida.
Super Stop relates that the maximum amount of costs and expenses
to be advanced by Debtors to auctioneer is $10,000 for items
including advertising, travel, lodging, bid packets, property
information package and photography. The compensation of
auctioneer will be based on 10% buyer's premium added to the final
bid price and will be included in the total contract price. The
buyer's premium will be divided between auctioneer, co-broker and
procuring cause broker per separate contract. If a Credit Bidder
is the highest bidder on the property, Fisher Auction Co, Inc.,
Apex International Brokerage are to receive 2% of the bid price as
an earned fee for their services rendered which will be
compensated by the Debtor and or Credit Bidder within 30 days
after the auction.
To the best of the Debtor's knowledge, the auctioneer is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About MAQ Management
Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida. They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011. Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc. Judge Erik P. Kimball
resides over the case. MAQ Management estimated assets and
debts of $1 million to $10 million. Super Stop estimated assets
and debts of $10 million to $50 million. The petitions were
signed by Mahammad A. Qureshi, CEO.
Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.
The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.
As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.
MAQ MANAGEMENT: Super Stop Wants Adequate Protection Payments OK'd
------------------------------------------------------------------
Super Stop Petroleum, Inc., a debtor-affiliate of MAQ Management,
Inc. et al., asks the U.S. Bankruptcy Court for the Southern
District of Florida to approve a stipulation authorizing the
Debtor to provide adequate protection payments to First State Bank
of Arcadia.
SSP, Inc. is the owner of multiple gasoline stations/convenience
stores in southern and central Florida, which are operated by the
Debtor or its affiliates, including the property located at 2829
Highway 70 West, Arcadia, Florida which is subject to Arcadia's
first and second position mortgage.
The property is presently not generating rental income, except
that pursuant to the SSE Lease, $4,000 was paid to Debtor by SSE
in August 2011 and there is now $4,000 in the Debtor-In-Possession
Account for Arcadia.
Arcadia has a first priority interest in the rent proceeds from
the property pursuant to the loan documents dated Sept. 30, 2002,
and May 19, 2010.
The Stipulated Order provides Arcadia with adequate protection of
its interests in the form of periodic cash payments.
The Debtor proposes to provide Arcadia with adequate protection
nunc pro tunc to Aug. 1, 2011, as:
i) $3,900 for the month of August 2011 from the Debtor-In-
Possession Account for Arcadia; and
ii) thereafter, monthly payments of $2,490 from the WSB Cash
Collateral, with payments to be made on or before the 5th
day following the end of each calendar month, until further
order of the Court, except that payments for the months of
August, September and October will be made within 3 business
days from the entry of the Stipulated Order.
If Debtor fails to comply with the terms of the Stipulated Order
or with the terms of the cash segregation order, and Arcadia gives
notice of the default to Debtor and its counsel with an
opportunity to cure, to the extent the event is curable, and to
the extent the event has not been cured within 3 business days,
Arcadia will be permitted to obtain a hearing on at least 3
business days' notice to the Debtor, any committee, the U.S.
Trustee and any party filing a Notice of Appearance in the case,
seeking to enforce the terms of the Stipulated Order.
About MAQ Management
Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida. They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011. Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc. Judge Erik P. Kimball
resides over the case. MAQ Management estimated assets and
debts of $1 million to $10 million. Super Stop estimated assets
and debts of $10 million to $50 million. The petitions were
signed by Mahammad A. Qureshi, CEO.
Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.
The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.
As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.
MF GLOBAL: Elliott Mgt. Has Screening Wall for Claims Trading
-------------------------------------------------------------
Elliott Management Corp., for itself and its affiliates, asks the
Court to approve information blocking procedures and permit
trading in the "covered claims" in certain situations.
Covered Claims means any claims against the Debtors, including
(i) "Securities" as defined in Section 2(a)(1) of the Securities
Act of 1993 (including, stocks, notes, bonds, debentures,
participation in, or derivatives based upon or relating to, any
of the Debtors' debt obligations or equity interests); and (ii)
bank debt.
Specifically, Elliott seeks entry of an order indicating that the
firm, which is engaged in the trading of securities or claims for
others or for its own account as a regular part of its business,
will not violate its fiduciary duties as a member of the Official
Committee of Unsecured Creditors by trading in the Covered Claims
during the pendency of the Debtors' Chapter 11 cases, provided
that it establishes, effectively implements, and adheres to the
information blocking policies and procedures that are approved by
the U.S. Trustee for Region 2 or that are otherwise consistent
with certain procedures set forth in screening wall declarations.
The term "Screening Wall" refers to a procedure established by an
institution to isolate its trading activities from its activities
as a member of an official committee of unsecured creditors in a
chapter 11 case. A Screening Wall includes, among other things,
those features as the employment of different personnel to
perform certain functions, physical separation of the office and
file space, procedures for locking committee related files,
separate telephone and facsimile lines for certain functions, and
special procedures for the delivery and posting of telephones
messages.
The procedures will prevent Elliott's trading personnel from use
or misuse of non-public information obtained by Elliott's
personnel engaged in Committee related activities and also will
preclude Committee Personnel from receiving inappropriate
information regarding Elliott's trading in the Covered Claims in
advance of those trades. As evidence of its implementation of
the Screening Wall, Elliott's Committee Personnel each filed with
the Court a declaration stating that the individuals will comply
with the terms and procedures set forth in Elliott's Motion or
otherwise approved by the U.S. Trustee, full-text copies of which
are available for free at:
http://bankrupt.com/misc/MFGlobal_ScreeningWallDecs.pdf
Matthew J. Gold, Esq., at Kleinberg, Kaplan, Wolf & Cohen, P.C.,
in New York, argues that although members of the Committee owe
fiduciary duties to the creditors of the Debtors' estates,
Elliott also has fiduciary duties to maximize returns to its
clients through trading securities. If Elliott is barred from
trading the Covered Claims during the pendency of these
bankruptcy cases because of its duties to other creditors, it may
risk the loss of a beneficial investment opportunity for itself
or its clients and, may breach its fiduciary duty to its clients,
he stresses. In the alternative, if Elliott is compelled to
resign from the Committee because of its inability to trade for
the benefit of itself and its clients, its interests may be
compromised by virtue of taking a less active role in the
reorganization process, he points out. Accordingly, Elliott
should not be forced to choose between serving on the Committee
and risking the loss of beneficial investment opportunities or
service on the Committee and possibly compromising its
responsibilities by taking a less active role in the
reorganization process, particularly because its service as a
Committee member benefits all unsecured creditors, he maintains.
In a related request, Elliott asks the Court to shorten the
notice period and consider its request on November 16, 2011.
Elliott Management is represented by:
Matthew J. Gold, Esq.
KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
551 Fifth Avenue, 18th Floor
New York, NY 10176
Tel: (212) 986-6000
E-mail: mgold@kkwc.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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MF GLOBAL: T. Butler, et al., Want Lift Stay to Withdraw Accounts
-----------------------------------------------------------------
Thomas A. Butler, Jr.; James H. Barton, Jr.; Stuart Satullo; and
Adam Loos ask the U.S. Bankruptcy Court for the Southern District
of New York to lift the automatic stay to permit them to
withdraw, or transfer to an account maintained at a registered
Futures Commission Merchant, 85% of the cash holdings in their
segregated customer commodity accounts at MF Global Inc.
Mr. Butler and the other movants each are engaged as a broker in
the commodities trading industry. They maintained an individual
segregated customer account at MF Global and used that segregated
customer account to engage in commodity contract trades in their
own name. Each of the movants had relied upon his segregated
customer account, and the funds in that account, at MF Global as
his sole means of commodity trading for his own account. On or
after October 31, 2011, the Brokers have liquidated all of their
open trading positions in their segregated customer accounts and
now hold only cash in their account. All of the funds in the
segregated customer accounts represent the funds deposited by
each of the Brokers into his segregated customer account, less
any losses and plus any profits generated in the commodity
trading activity in the account.
Timothy F. Butler, Esq., at Tibbets Keating & Butler, LLC, in New
York -- tbutler@tkblaw.com -- asserts that cause exists to lift
the automatic stay because the conditions requiring relief from
the automatic stay under Section 362(d)(2) of the Bankruptcy Code
are satisfied here. For one, MG Global does not have any equity
interest in the cash in the segregated customer accounts
maintained by the Brokers, he contends. Moreover, 85% of the
cash in the segregated accounts maintained by the brokers is not
necessary for an effective reorganization of MF Global in light
of its liquidation case, he argues. In contrast, granting the
request will serve the same public interest the Bulk Transfer
Order was designed to promote -- an orderly and efficient
commodities trading market, according to him.
The Brokers have contacted counsel for the SIPA Trustee and the
Commodities Futures Trading Commission to garner their support
for this application. The Brokers were advised that they are
working to a resolution of this issue, a future course of action
has yet to be agreed upon, Mr. Butler discloses.
Mr. Butler and the other movants are represented by:
Timothy F. Butler, Esq.
Mario David Cometti, Esq.
TIBBETTS KEATING & BUTLER, LLC
36 West 44th Street, Suite 816
New York, New York 10036
Tel: (212) 629-4119
Fax: (212) 629-4223
E-mail: tbutler@tkblaw.com
mdcometti@tkblaw.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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MF GLOBAL: Notifies of Late Filing of Q3 Financial Reports
----------------------------------------------------------
MF Global Holdings Ltd. filed with the U.S. Securities and
Exchange Commission on November 9, 2011, a notice of late filing
of consolidated financial statements for the period ended
September 30, 2011.
MF Global Holdings Ltd. is not able to file its Quarterly Report
on Form 10-Q for the period ended September 30, 2011 in a timely
manner. As previously disclosed, on October 31, 2011, (i) the
Company and its subsidiary, MF Global Finance USA Inc. filed
voluntary petitions for relief under Chapter 11 of the United
States Code in the United States Bankruptcy Court for the
Southern District of New York; (ii) the Securities Investor
Protection Corporation initiated proceedings in the United States
District Court for the Southern District of New York for the
liquidation of the business of MF Global Inc., the principal U.S.
operating subsidiary of the Company, which was subsequently
removed to the Bankruptcy Court (Case No. 11-279- (MG) SIPA); and
(3) MF Global UK Limited, the Company's principal U.K. operating
subsidiary, entered the U.K.'s Special Administration Regime.
Since that time, the Company has been immersed in bankruptcy-
related matters, and additional operating subsidiaries throughout
the world, including in Singapore, Australia, and Canada, have
been placed into administration or receivership.
As a result of these developments, the Company is no longer in
control of its principal operating subsidiaries, has minimal
operations and is not generating cash, and substantially all of
the Company's employees responsible for periodic financial
reporting have ceased, or will cease, employment with the Company
in the near term, according to MF Global Chief Financial Officer
Henri J. Steenkamp.
Accordingly, the Company is currently unable to complete the
preparation of its consolidated financial statements (and
required pro forma financial information) for the period ended
September 30, 2011 because it does not have the necessary
financial and personnel resources, does not have access to the
books, records and systems of its principal operating
subsidiaries, and does not have the capacity to have its
consolidated financial statements (and related pro forma
financial information) reviewed by the Company's independent
auditors and certified by the Company's current executive
officers. The Company is uncertain as to when (or whether) it
will be in a position to be able to file these financial
statements and related financial information, Mr. Steenkamp said.
In the interim, the Company anticipates reporting material
developments in the Chapter 11 case on Form 8-K. The Company
also intends to file on Form 8-K certain public disclosures made
pursuant to obligations under the Bankruptcy Code and its related
rules, such as monthly operating reports disclosing, among other
things, results of operations for the preceding months and
balance sheet information.
The Company anticipates, based on the information currently
available to it, that results of operations for the fiscal
quarter ended September 30, 2011 will be significantly different
from those for the corresponding period for the last fiscal year,
based upon recent significant developments in the business. The
Company issued a Current Report on Form 8-K on October 25, 2011
containing certain preliminary information relating to its
earnings for the fiscal quarter ended September 30, 2011, and
reference is made to that information with regard to the results
for that quarter.
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: Stops Dividends to Preferred Stockholders
----------------------------------------------------
In light of its bankruptcy filing on October 31, 2011, MF Global
Holdings Ltd. told the U.S. Securities and Exchange Commission on
November 3, 2011 that the quarterly dividend payment for MF
Global's 6% Cumulative Convertible Preferred Stock, Series A and
its 9.75% Non-Cumulative Convertible Preferred Stock, Series B,
which was scheduled to be paid on November 15, 2011 to holders of
record as of November 1, 2011, will not be paid.
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: Appaloosa Discloses 8.64% Ownership of Stock
-------------------------------------------------------
Appaloosa Partners Inc. discloses that it beneficially owns
14,250,000 shares of common stock, representing 8.64% of the
total outstanding shares of MF Global Holdings Ltd. common stock,
according to a Schedule 13G filing with the U.S. Securities and
Exchange Commission on November 14, 2011.
API has shared power to vote or dispose of 14,250,000 shares of
MFGH's common stock.
Each of Appaloosa Management L.P. and David A. Tepper
beneficially owns 14,250,000 shares of common stock, representing
8.64% of the total outstanding shares of MFGH's common stock.
Each entity has shared power to vote or dispose of the shares.
Appaloosa Investment Limited Partnership I beneficially owns
4,506,957 shares of common stock, representing 2.73% of the total
outstanding shares of the Company's common stock. AILP has
shared power to vote or dispose of 4,506,957 shares of MFGH's
common stock.
Palomino Fund Ltd. beneficially owns 6,536,793 shares of MFGH's
common stock, representing 3.96% of the total outstanding shares
of the Company. Palomino has shared power to vote or dispose of
the shares.
Thoroughbred Fund L.P. beneficially owns 1,572,663 shares of
MFGH's common stock, representing 0.95% of the total outstanding
shares of the Company. Thoroughbred has shared power to vote or
dispose of the shares.
Thoroughbred Master Ltd. beneficially owns 1,633,587 shares of
MFGH's common stock, representing 0.99% of the total outstanding
shares. Shared
Mr. Tepper is the sole stockholder and the President of API. API
is the general partner of, and Mr. Tepper owns a majority of the
limited partnership interest in, AMLP. AMLP is the general
partner of AILP and TFLP, and acts as investment advisor to
Palomino and TML.
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: FMR LLC Has 5.316% Ownership Of Common Stock
-------------------------------------------------------
FMR, LLC discloses that it beneficially owns 8,766,389 shares of
common stock, representing 5.316% of the total outstanding shares
of MF Global Holdings Ltd. common stock, according to a Schedule
13G/A filing with the U.S. Securities and Exchange Commission on
November 10, 2011.
As of June 30, 2011, there were 164,892,596 shares of the
Company's common stock outstanding.
FMR has sole power to vote or to direct the vote of 8,484,619
shares of MF Global's common stock. FMR also has sole power to
dispose or to direct the disposition of 8,766,389 shares of the
Company's common stock.
Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner
of 89,300 shares or 0.054% of the Common Stock outstanding of the
Company as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment
Company Act of 1940.
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the
89,300 shares owned by the Funds. Members of the family of Edward
C. Johnson 3d, Chairman of FMR LLC, are the predominant owners,
directly or through trusts, of Series B voting common shares of
FMR LLC, representing 49% of the voting power of FMR LLC. The
Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all
Series B voting common shares will be voted in accordance with
the majority vote of Series B voting common shares. Accordingly,
through their ownership of voting common shares and the execution
of the shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Company Act of 1940,
to form a controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC,
has the sole power to vote or direct the voting of the shares
owned directly by the Fidelity Funds, which power resides with
the Funds' Boards of Trustees. Fidelity carries out the voting
of the shares under written guidelines established by the Funds'
Boards of Trustees.
Pyramis Global Advisors, an indirect wholly-owned subsidiary of
FMR LLC and an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940, is the beneficial owner of
626,820 shares or 0.380% of the outstanding Common Stock of the
Company as a result of its serving as investment adviser to
institutional accounts, non-U.S. mutual funds, or investment
companies registered under Section 8 of the Investment Company
Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of PGALLC,
each has sole dispositive power over 626,820 shares and sole
power to vote or to direct the voting of 626,820 shares of Common
Stock owned by the institutional accounts or funds advised by
PGALLC.
Pyramis Global Advisors Trust Company, an indirect wholly-owned
subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of
the Securities Exchange Act of 1934, is the beneficial owner of
7,469,759 shares or 4.530% of the outstanding Common Stock of the
Company as a result of its serving as investment manager of
institutional accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of Pyramis
Global Advisors Trust Company, each has sole dispositive power
over 7,469,759 shares and sole power to vote or to direct the
voting of 7,330,889 shares of Common Stock owned by the
institutional accounts managed by PGATC.
FIL Limited, and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-
U.S. investment companies and certain institutional investors.
FIL, which is a qualified institution under section 240.13d-
1(b)(1)(ii), is the beneficial owner of 580,510 shares or 0.352%
of the Common Stock outstanding of the Company.
Partnerships controlled predominantly by members of the family of
Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for
their benefit, own shares of FIL voting stock. While the
percentage of total voting power represented by these shares may
fluctuate as a result of changes in the total number of shares of
FIL voting stock outstanding from time to time, it normally
represents more than 25% and less than 50% of the total votes
which may be cast by all holders of FIL voting stock. FMR LLC
and FIL are separate and independent corporate entities, and
their Boards of Directors are generally composed of different
individuals.
FMR LLC and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning
of Rule 13d-3 promulgated under the 1934 Act. Thus, they are of
the view that the shares held by the other corporation need not
be aggregated for purposes of Section 13(d). However, FMR LLC is
making this filing on a voluntary basis as if all of the shares
are beneficially owned by FMR LLC and FIL on a joint basis.
FIL has sole dispositive power over 580,510 shares owned by the
International Funds. FIL has sole power to vote or direct the
voting of 526,910 shares and no power to vote or direct the
voting of 53,600 shares of Common Stock held by the International
Funds.
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: Guardian Life, Fine Capital No Long Own Shares
---------------------------------------------------------
The Guardian Life Insurance Company of America discloses that it
beneficially owns zero shares of common stock, representing
0% of the total outstanding shares of MF Global Holdings Ltd.
common stock, according to a Schedule 13G/A filing with the U.S.
Securities and Exchange Commission on November 1, 2011.
Each of Guardian Investor Services LLC and RS Investment
Management Co. LLC also beneficially owns zero shares of MF
Global's common stock.
The Guardian Life Insurance Company of America is an insurance
company and the parent company of Guardian Investor Services LLC
and RS Investment Management Co. LLC. Guardian Investor Services
LLC is a registered investment adviser, a registered broker-
dealer, and the parent company of RS Investment Management Co.
LLC.
Fine Capital
Fine Capital Partners, L.P., discloses that it beneficially owns
zero shares of common stock, representing 0% of the total
outstanding shares of MF Global Holdings Ltd. common stock,
according to a Schedule 13G filing with the U.S. Securities and
Exchange Commission on November 10, 2011.
Each of Fine Capital Advisors, LLC and Debra Fine also
beneficially owns zero shares of MF Global's common stock.
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: CFTC Confirms Probe on Missing $600-Mil.
---------------------------------------------------
The Commodity Futures Trading Commission (CFTC) announced on
November 10, 2011 that Commissioner Jill E. Sommers will be
acting as the senior Commissioner for the agency in matters
relating to the bankruptcy of MF Global, Inc. (MFGI) and the
shortfall of funds in MFGI's segregated accounts containing
customer property and funds. The announcement comes after
Chairman Gensler recused himself from matters relating to MFGI.
The designation of Commissioner Sommers is effective immediately.
On October 31, 2011, the Commission's Division of Enforcement
opened an investigation into whether the Commodity Exchange Act
(CEA) or Commission regulations were violated in connection with
MFGI, and the Commission has authorized the Division to issue
subpoenas.
While the Commission normally does not comment on investigations,
the Commission has determined it is in the public interest to
confirm the existence of this particular investigation. The
Commission does not intend to provide details concerning the
developments of the Enforcement investigation.
"Segregation of customer funds is at the core of customer
protection in the commodity futures and options markets and must
be maintained at all times," said Commissioner Sommers. "I have
complete confidence in the dedicated men and women in Enforcement
to carry out the necessary investigation to get to the bottom of
what happened at MFGI. Aside from the investigation, we will do
everything in our power to ensure public confidence in the
markets by directing a review of clearing futures commission
merchants (FCMs) to determine that segregated funds are being
properly maintained in accordance with the CEA and Commission
regulations."
Commission staff has been monitoring the transfer of customer
positions held by MFGI, almost all of which have been transferred
to other registered FCMs.
Unable to answer when the search for the $600 million of missing
customer funds might conclude, the trustee overseeing the
liquidation of MF's brokerage moved to deflect mounting pressure
to give back more of that collateral, saying he could not yet
legally release individuals' funds, Reuters stated in a separate
report.
James Giddens, trustee for the liquidation of MFGI, however
indicated that customer payouts may not be far off as he is
seeking approval of the claim submission process for customers on
an expedited basis, the report said. Assuming the Court approves
the process, payouts may begin in increments as the SIPA Trustee
continues the process of making sure all of the brokerage's
customer assets are accounted for, according to the SIPA
Trustee's statement.
Reuters disclosed that there are growing concerns that regulators
may be unable to find the missing customer funds, at least in a
state where it can be paid back to creditors.
"Our forensic investigators have been there since last week, and
nothing we have found so far causes us to think anything other
than there is an apparent shortfall at MF," said Kent Jarrell, a
spokesman for the SIPA Trustee, according to Reuters. Mr.
Giddens also said he was not able to authorize the transfer of
individual accounts until all claims had been made, the report
said. If customers still have shortfalls after the claims
process, they would be forced to join the bankruptcy queue as
"unsecured creditors," Mr. Giddens said in a statement, Reuters
related.
Reuters commented that this will only infuriate commodity traders
who argue that, since only about 11 percent of the estimated $5.5
billion in segregated funds is missing, the court should be able
to release another tranche. They estimate that just over half
has been dispersed in the form of collateral on open trades, the
report added.
Moreover, IntercontinentalExchange Inc. has joined the growing
number of commodity traders calling for MF Global's bankruptcy
court to release billions of dollars in cash frozen in their
accounts, Reuters said. In a letter to the Court, ICE urged the
Court to immediately permit the release of as much of the cash
balance as possible that remains in the accounts of these
liquidating and transferring customers at MF Global," the report
stated.
In addition to the CFTC's investigation, the FBI has shown a
preliminary interest in regulatory probes looking into the
missing funds, the report added.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives. MF Global provides access to more than 70 exchanges
around the world. The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York. MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities. It is easily the largest bankruptcy filing so far
this year.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.
Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MF GLOBAL: Asian Business Units to Be Sold Separately
-----------------------------------------------------
MF Global's liquidators are struggling to sell the Asian business
because of problems unwinding trading positions so they may now
sell the various country units separately, Rachel Armstrong and
Bruce Hextall of Reuters reported.
"The complexities and challenges arising from the Chapter 11
filing in New York, as clients and exchanges have sought to
unwind and minimize client exposures, have meant that the bidders
were not able to reach the point where terms could be agreed in
the time available," Patrick Cowley, a principal at KPMG in Hong
Kong, explained to Reuters.
The move to sell the Asian units individually marks a setback for
the liquidators, who previously said there were more than 50
interested parties for the Asia-Pacific business of the collapsed
U.S. brokerage, meaning they were confident they could sell the
franchise as a whole, Reuters wrote.
In Australia, the administrators said on Nov. 4 they hoped the
sale of the business would be completed by the end of next week,
the report noted. "The data room for the local business is open,
confidentiality agreements have been signed by a number of
parties. We are hoping to get indicative bids in by Wednesday
and close it out by next Friday," said Chris Campbell, a partner
at administrator Deloitte, Reuters relayed. The Australian unit
administrator also advised its clients that they will have wait a
while longer before they can have their money returned, Reuters
related.
Mr. Campbell estimated they have nearly half the total funds owed
to the Australian business's clients in cash, with most of the
remainder tied up with counterparties, Reuters disclosed.
Counterparties owed MF Global Australia A$167 million ($168.7
million), or just over half the A$313 million of client funds, he
said, the report relayed. The process would take more than three
months but less than a year assuming all data was received and
reconciled, he added, the report said.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives. MF Global provides access to more than 70 exchanges
around the world. The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York. MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities. It is easily the largest bankruptcy filing so far
this year.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.
Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MF GLOBAL: CME Promises $300MM to Help Former MF Global Clients
---------------------------------------------------------------
Jacob Bunge and Aaron Lucchetti of The Wall Street Journal
reported that CME Group, Inc., took the unusual step of promising
$300 million worth of its own money to help MF Global Holdings
Ltd.'s customers in an effort to calm those clients affected by
the securities firm's collapse.
CME's move was also aimed at hastening the release of customer
cash and other collateral trapped in the securities firm after
its bankruptcy, the report said. "We believe this extraordinary
measure is necessary to ensure that all customers are treated
fairly during the unique and challenging circumstances
surrounding MF Global's failure," CME Chief Executive Officer
Craig Donohue was quoted as saying by the Journal.
The move also came as the trustee overseeing the liquidation of
MF Global Inc. said that the brokerage unit would lay off all of
its 1,066 employees before rehiring 150 to 200 of them to wind
down the unit's operation, the Journal disclosed.
CME said its money would be available to the SIPA Trustee so that
he could speed up repayment to customers who need the money to
trade but now face long delays in getting to their funds through
the bankruptcy, according to the Journal. James Giddens, trustee
for the liquidation of MFGI, indicated that he would not say
whether the CME funds would help speed the process of getting
more money back to customers, the report noted. "We look forward
to seeing the details of the CME proposal and hope it might help
us as we develop an expedited claims process," said Kent Jarrell,
a spokesperson for the SIPA Trustee, the report relayed.
Former MF Global customers had mixed feelings regarding the CME
proposal, the Journal said. "This is a great, albeit late, start
by the CME," said James L. Koutoulas, CEO of Typhon, a commodity-
fund manager, the report relayed. James Bower, president of
commodities brokerage firm Bower Trading, whose clients have more
than $8 million stuck at MF Global, added, "The money needs to be
given back to the rightful owners," the report quoted.
According to the report, the $300 million aid package would be
split between a $250 million financial guarantee to the SIPA
Trustee and a $50 million payment made available from CME Trust -
- a fund set up to repay customer money lost in the failure of a
clearinghouse member.
If the SIPA Trustee manages to recover all the funds belonging to
customers of MF Global, CME's promised money would not be drawn,
the Journal noted. However, if there is a shortfall, the funds
could be used to make up the difference, leaving CME to shoulder
the bill, the report added.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives. MF Global provides access to more than 70 exchanges
around the world. The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York. MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities. It is easily the largest bankruptcy filing so far
this year.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.
Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MF GLOBAL: Louis J. Freeh Appointed as Chapter 11 Trustee
---------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York directed the appointment of a Chapter 11
trustee in the Chapter 11 cases of MF Global Holdings Ltd. and MF
Global Finance USA Inc.
On November 25, 2011, Tracy Hope Davis, the U.S. Trustee for
Region 2, notified the Court of the appointment of Louis J. Freeh
as Chapter 11 trustee of the Debtors' bankruptcy cases, subject to
Court approval.
In a joint request, the Debtors and the Official Committee of
Unsecured Creditors wanted the appointment of a Chapter 11 trustee
to reorganize or liquidate the Debtors' assets for the benefit of
the Debtors' assets, their creditors, and other stakeholders.
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, reminded the Court that the primary objective
for the duration of the Debtors' Chapter 11 cases is the orderly
wind-down of the Debtors' various assets, including, the Debtors'
intercompany claims against, and indirect equity interests in, the
Company's regulated subsidiaries. The value of these claims and
interests will depend upon the expeditious resolution of thousands
of transactions at these subsidiaries and the prompt remittance to
the Debtors of the excess, he pointed out. However, most of the
Company's businesses are now in the hands of various court
appointed administrators and regulators, he said. These
administrators are focused on the parochial issues and
requirements of their individual estates, he added.
Against this backdrop, a Chapter 11 trustee will be able to
facilitate global cooperation and still advocate with the
Creditors' Committee for the prompt return of the excess funds
which rightfully belong to the Debtors, Mr. Milmoe said. The
appointment of a Chapter 11 Trustee will also be better able to,
in collaboration with the Creditors' Committee, manage and
coordinate the investigations in a manner that will be more
efficient and cost effective than could be achieved by debtors in
possession, he insisted.
Mr. Milmoe emphasized that despite the Debtors' best efforts and
extensive negotiations with potential lenders, the Debtors have
not yet received a binding commitment for debtor-in-possession
financing. Premised upon the appointment or election of a
suitable Chapter 11 trustee, the lenders under the $1.2 billion
Liquidity Facility for which JP Morgan Chase Bank, N.A. acts as
administrative agent, have agreed to make the approximately $26
million in cash collateral available to fund the Debtors Chapter
11 cases subject to negotiation of an acceptable revised cash
collateral order in its discretion, he disclosed.
Indeed, the Debtors' board members, who would be stepping aside
upon the appointment of a Chapter 11 trustee, have pledged their
continuing cooperation to the Chapter 11 trustee to ensure a
smooth transition, according to Mr. Milmoe. More importantly, the
appointment of an appropriate Chapter 11 trustee is a condition to
the use of additional cash collateral necessary to fund the wind
down and maximize the value available to the Debtors' creditors
and interest holders, he stated.
U.S. Trustee Appoints Louis J. Freeh
as Chapter 11 Trustee
Mr. Freeh must obtain a bond in an amount not less than $26
million pursuant to Section 322 of the Bankruptcy Code.
Section 322 provides that a person selected to serve a Chapter 11
trustee qualifies if, five days before selection, and before
beginning official duties, the person has filed with the court a
bond in favor of the U.S. Government conditioned on the faithful
performance of the official duties.
Pursuant to Section 1104(d) of the Bankruptcy Code, the U.S.
Trustee disclosed that he consulted with certain parties-in-
interest in making her appointment, namely:
(a) J. Gregory Milmoe, Esq. and Kenneth S. Ziman, Esq. of
Skadden, Arps, Slate, Meagher & Flom LLP, proposed counsel
to the Debtors;
(b) Martin J. Bienenstock, Esq. of Dewey & LeBoeuf LLP,
counsel to the Official Committee of Unsecured Creditors;
(c) Peter Pantaleo, Esq. of Simpson Thacher & Bartlett LLP,
counsel to JP Morgan Chase Bank N.A.
(d) Patricia Schrage of the U.S. Securities Exchange
Commission;
(e) Jeannette Vargas, Esq. Chief of the Tax and Bankruptcy
Unit of the U. S. Attorney's Office.
The U.S. Trustee also considered nominations made by other
parties-in-interest in the Debtors' Chapter 11 cases. After
consultation with the parties-in-interest, the U.S. Trustee
selected Mr. Freeh as the Chapter 11 Trustee in the Debtors'
bankruptcy cases.
In an accompanying declaration, Mr. Freeh, founder and chairman of
Freeh Group International Solutions, LLC, and founder and senior
managing partner of Freeh Sporkin & Sullivan LLP, disclosed that
he does not personally have any connections with any interested
party in the Debtors' Chapter 11 cases, except that FGIS and FSS
have certain connections in matters unrelated to the Debtors'
Chapter 11 cases, a list of which is available for free at:
http://bankrupt.com/misc/MFGlobal_FreehConnections.pdf
Mr. Freeh was Federal Bureau of Investigation director under U.S.
President Bill Clinton from 1993 to 2011. He, according to
Bloomberg News, worked as an FBI agent and later became federal
prosecutor and judge, appointed to the bench in 1991 by President
George H.W. Bush.
Mr. Freeh stepped down from the FBI in 2001 and formed a risk
management company and a law firm in 2007. Mr. Freeh has served
as independent monitor in a probe by the U.S. Department of
Justice of Daimler AG in 2010 and headed a 2008 investigation of
energy trading losses that led to the bankruptcy of SemGroup LP,
Bloomberg added.
This week, Mr. Freeh was hired to conduct an independent probe of
the child sex-abuse scandal at Pennsylvania State University,
Bloomberg related. Mr. Freeh's company was also retained to
review security for the SAT college-admissions test, according to
the Educational Testing Service of Princeton, New Jersey, and the
New York-based College Board, the report added.
Mr. Freeh related that to ensure that as Chapter 11 Trustee he
will remain disinterested throughout the term of his appointment,
FGIS and FSS agree that they will not represent any client other
than him in connection with the Debtors' Chapter 11 cases.
Otherwise, Mr. Freeh insisted that he is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
Accordingly, the U.S. Trustee asks Judge Glenn to approve the
appointment of Mr. Freeh as the Chapter 11 Trustee.
Mr. Free may be reached at:
Hon. Louis J. Freeh
FREEH SPORKIN & SULLIVAN LLP
3711 Kennett Pike, Suite 130
Wilmington, DE 19807
Tel: (302) 824-7139
E-mail: info@freehgroup.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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MONTANA ELECTRIC: US Trustee to Name Freeman as Bankruptcy Trustee
------------------------------------------------------------------
Richard Ecke at greatfallstribune.com reports that Lee A. Freeman
Jr., was expected to be appointed on Nov. 28, 2011, as trustee for
the bankrupt Southern Montana Electric Generation & Transmission
Cooperative.
According to the report, Dan McKay of Great Falls, an attorney for
the United States Trustee Program, notes that Mr. Freeman was his
choice for the job. "It is my intention to appoint Lee A. Freeman
as trustee in this case, and the appointment notice will be filed
on Monday," the report quotes Mr. McKay as saying.
The report relates that Mr. Freeman, who continues to practice
from Livingston, is a prominent antitrust attorney who also has
done some work with power utilities. He represented the
Washington Public Power Supply System in an action against Western
Nuclear Inc., enabling WPPSS to cancel more than $100 million in
uranium contracts. In the 1980s, the Washington agency
canceled plans for two new nuclear power plants amid overruns,
environmental concerns and other factors in a mess that ran from
the 1970s into the 1990s.
Lee A. Freeman, Jr. -- Mrazek68@gmail.com -- is Of Counsel to
Katten & Temple LLP. He was previously a partner in the law firm
of Freeman, Freeman & Salzman. P.C. in Chicago from 1968 to 2007,
and then a partner and chair of the Antitrust Litigation Practice
Group at Jenner & Block from 2007 to June 2011. He is AV Peer
Review Rated, Martindale-Hubbell?s highest peer recognition for
ethical standards and legal ability.
About Southern Montana
Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives. The city of Great Falls later joined
as the sixth member. Including the city, the co-op serves a
population of 122,000. In addition to Great Falls, the service
area includes suburbs of Billings, Montana.
Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million. Timothy Gregori signed the
petition as general manager.
Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.
Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications. These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code. According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.
MRA PELICAN: Fannie Mae Paid Over 7 Years Under Amended Plan
------------------------------------------------------------
MRA Pelican Pointe Apartments, LLC, has filed a disclosure
statement in support of its amended Chapter 11 Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of Florida.
Through the Plan, as filed on Oct. 27, 2011, the Debtor will
provide a 100% disbursement to the Allowed Fannie Mae Secured
Claim. The holders of Allowed Pre-Petition Lender Claims will
waive their Claims and receive no distribution on account of their
Allowed Claims. In exchange for waiving the Allowed Pre-Petition
Lender Claims and providing the New Value Payments totaling
$1,400,000.00, Samuel Weiss, or his designee, will be issued 100%
of New Equity in the Reorganized Debtor.
The Plan further provides that on or before the Effective Date, a
third party insider will provide the Debtor with $1,000,000, which
will be distributed to Fannie Mae on the Effective Date.
Additionally, a third party insider will also provide the Debtor
with $200,000 on or before the Effective Date, and $200,000 on or
before six months after the Effective Date. The Debtor may
utilize the Second New Value Payment and Third New Value Payment
to fund any Plan Shortfall, Operational Shortfall, or other
monetary shortfall under the Plan.
Under the Debtor's Plan, Class 1, Class 2, Class 3, Class 6 and
Class 7 are impaired and entitled to vote on the Plan. Class 4
and Class 5 are unimpaired, and are conclusively presumed to have
accepted the Plan. Class 8 receives no distribution under the
Plan and thus, is deemed to have rejected the Plan. Class 7,
Class 8, and Class 9 include Insider Claims and Interests whose
votes are not calculated when determining whether the Plan has
been accepted or rejected.
The Amended Plan designates eight Classes of Claims and one Class
of Interests.
Class 1 consists of the Allowed Fannie Mae Secured Claim with an
estimated allowed amount of $14,629,030. On the Effective Date,
Class 1 will receive, in full satisfaction, settlement, release,
extinguishment and discharge of such Claim:
i) retention of a lien equal to the total amount of the Allowed
Fannie Mae Secured Claim;
ii) payment of the First New Value Payment of $1,000,000 on the
Effective Date, which amount will be applied to the principal
balance of the loan;
iii) payment of $360,000 from funds from the Debtor's operations
held by the Receiver on the Effective Date, which amount
will be applied to the principal balance of the loan;
iv) beginning one month after the Effective Date, monthly
payments, with an interest rate of 4%, or as otherwise
determined by the Court, on the principal balance of the
loan, amortized over thirty (30) years, for a period of seven
years, with a balloon payment at the end of the seventh
year in an amount that provides Fannie Mae with the total
amount of its Allowed Fannie Mae Secured Claim; provided
that, for the first three years, the monthly payments will
constitute interest only, and for the remaining four years,
the monthly payments will constitute principal and interest,
or repaid pursuant to other terms determined by the Court;
and
v) fifteen days after the anniversary of the Effective Date, and
each year thereafter until the total amount of the Allowed
Fannie Mae Secured Claim has been paid, annual payments of
any profit earned by the Debtor after the Debtor pays for
operating expenses, reasonable capital expenditures, debt
service, taxes, and any other obligation set forth in the
Plan, which amount will be applied to the principal balance
of the loan. Loan documents relating to the Allowed Fannie
Mae Secured Claim are modified to eliminate any provisions
regarding: (i) prepayment premiums or penalties; (ii) yield
maintenance; and (iii) any financial defaults based upon any
financial ratios. The Class 1 Claim is Impaired.
The Debtor does not believe that there are any Class 2 Allowed
Other Lenders Secured Claims, and included the Class as a
precaution. Class 2 Claims will be paid over time. The Class 2
Claim is Impaired.
On the Effective Date, Allowed Lien Holders Secured Claims in
Class 3 will receive monthly payments, with an interest rate of
4%, or as otherwise determined by the Court, amortized over thirty
(30) years, for a period of seven years, with a balloon payment at
the end of the seventh year. The Class 3 Claim is Impaired.
On the Effective Date, Allowed Secured Taxing Authority Claims in
Class 4 will receive, in full satisfaction, settlement, release,
extinguishment and discharge of such Claim, payment in the
ordinary course, upon the latter of (i) the Effective Date, or,
(ii) the date on which an order approving payment of such Allowed
Secured Taxing Authority Claim becomes a Final Order, generated
from the Debtor's business operations. All holders of such Claims
will be deemed to have accepted the Plan. The Class 4 Claim is
Unimpaired.
Allowed Unsecured Priority Claims in Class 5 will be paid after
all Allowed Administrative Claims are paid in full from the
Debtor's business operations. All holders of such Claims will be
deemed to have accepted the Plan. The Class 5 Claim is
Unimpaired.
On the Effective Date, Allowed General Unsecured Claims in Class 6
(estimated at $100,000) will receive quarterly payments of
principal and interest, with an interest rate of 4%, or as
otherwise determined by the Court, for a period of three years in
an amount that provides each holder of an Allowed General
Unsecured Claim the total amount of its Allowed General Unsecured
Claim, with no prepayment penalty, generated from the Debtor's
business operations. The Class 6 Claims are Impaired.
On the Effective Date, Allowed Subordinated Unsecured Claims in
Class 7 will receive quarterly payments of interest only for a
period of seven years, with an interest rate of 4%, or as
otherwise determined by the Court, with a balloon payment at the
end of the seventh year in an amount that provides each holder of
the Allowed Subordinated Unsecured Claim the total amount of its
Allowed Claim, with no prepayment penalty. The Class 7 Claim is
Impaired.
On the Effective Date, each holder of an Allowed Pre-Petition
Lender Claim in Class 8 will waive its Allowed Pre-Petition Lender
Claim and will receive no Distribution under the Plan on account
of such Claim. The holder of a Class 8 Claim will be deemed to
have rejected the Plan. The Class 8 Claim is Impaired.
On the Effective Date, in exchange for waiving its Allowed Pre-
Petition Lender Claims, and providing the New Value Payments
totaling $1,400,000, the Debtor will cancel all Old Equity
Interests in Class 9, and issue 100% of New Equity to Samuel
Weiss, or his designee. The New Equity will be held in escrow
until all payments under the Plan have been provided to Fannie
Mae. The holders of any Old Equity Interest will receive no
Distribution under the Plan on account of such Old Equity
Interests. The Class 9 Claims are Impaired.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/mrapelican.dkt145.pdf
About MRA Pelican Pointe
MRA Pelican Pointe Apartments, LLC, owns an apartment complex
commonly known as Whispering Isles Apartments in Pompano Beach,
Florida. As of the Petition Date, the mangers of the Debtor are
Aryeh Kieffer and Samuel Weiss. As of the Petition Date, the
shareholders of the Debtor are as follows: (i) 1087 Flushing
Avenue Properties, Inc., who owns 38.99% of the Debtor, and (ii)
Samuel Weiss, who owns 61.01% of the Debtor.
Pre-bankruptcy, Fannie Mae initiated a foreclosure action against
the property in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida. At Fannie Mae's behest, Margaret
Smith of Glass Ratner Advisory & Capitol Group LLC was appointed
as receiver. The receiver has administered and operated the
apartment complex since May 17, 2011.
MRA Pelican filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case
No. 11-32457) on Aug. 10, 2011. Addison Advisors' Mr. Kieffer
signed the petition. Bradley S. Shraiberg, Esq., and Bernice C.
Lee, Esq. at Shraiberg, Ferrara, & Landau P.A., in Boca Raton,
Fla., represent the Debtor in its restructuring efforts. In its
amended schedules, the Debtor disclosed $13,226,852 in assets and
$14,809,364 in liabilities.
Fannie Mae is represented by Gary M. Freedman, Esq., and Mark S.
Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.
MT VERNON: Wants to Sell Properties Via Private Sale or Auction
---------------------------------------------------------------
Mt. Vernon Properties, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland to authorize the sale of real properties
subject to the liens City National Bank, Fannie Mae, First Mariner
Bank, Columbo Bank and Carrollton Bank through a private sale or
public auction.
The Debtor is the owner of twenty-seven parcels of real property
located in Baltimore City that the Debtor operates as multi-family
rental properties.
The Debtor proposes an auction, if any on Dec. 14, 2011. The
Debtor requests that the sale hearing take place the week
beginning Dec. 19, or the other date as the Court's calendar will
allow.
The Debtor has not selected a stalking horse bidder for any of the
properties.
About Mt. Vernon Properties
Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties. The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011. Judge David E. Rice presides over the
case. Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing. The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.
First Mariner Bank, a cash collateral lender, is represented by
Susan J. Klein, Esq., and Lawrence D. Coppel, Esq., at Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC.
NATIONAL GRAPHICS: Hires Leverson & Metz as Bankruptcy Counsel
--------------------------------------------------------------
National Graphics, Inc., obtained Bankruptcy Court permission to
employ as its Chapter 11 counsel under a general retainer:
Leonard G. Leverson, Esq.
Olivier H. Reiher, Esq.
LEVERSON & METZ S.C.
225 E. Mason St., Suite 100
Milwaukee, WI 53202
Tel: 414-271-8503
Fax: 414-271-8504
E-mail: lgl@levmetz.com
Leverson & Metz has estimated the cost of its services in the
case:
Case administration (incl.
employment of professionals) $7,500 to $12,500
Preparation of schedules
and statements $4,000 to $6,000
Cash collateral and automatic
stay matters $15,000 to $30,000
Communications with creditors $10,000 to $15,000
Communications with client $10,000 to $15,000
Plan and disclosure statement $15,000 to $30,000
Miscellaneous $2,500 to $5,000
----------------------
TOTAL $64,000 to $113,500
The standard hourly rate of Leonard G. Leverson, Esq., is $360.
Mark M. Metz's hourly rate is also $360. The current hourly rate
of their associate attorney, Olivier H. Reiher, is $225. The
current hourly rate of their paralegal assistant, Donna B.
Krueger, is $105 per hour.
To the best of the Debtor's knowledge, Leverson & Metz and its
attorneys have no interest adverse to the Debtor or to the
Debtor's estate in any of the matters upon which they are to be
engaged; their employment would be in the best interest of the
estate; they are "disinterested persons" as defined in Sec.
101(14) of the Bankruptcy Code; and they have no connection with
the Debtor, any creditors of the Debtor, any other parties in
interest, their attorneys and accountants, the U.S. Trustee, or
any other person employed in the office of the U.S. Trustee.
About National Graphics
National Graphics, Inc., based in Brookfield, Wisconsin, is
engaged in the printing business, and in particular the lenticular
printing business. Lenticular printing is a process that
generates a three-dimensional image. It generates cash from the
printing of three-dimensional images, as well as the licensing of
various patents for lenticular printing processes. Its principal
assets are 21 patents relating to lenticular printing, and
potential claims for infringement of those patents. The patents
have value not only for use in the company's operations, but also
because the patents can be licensed.
National Graphics filed for Chapter 11 bankruptcy (Bankr. E.D.
Wis. Case No. 11-36818) in Milwaukee on Nov. 7, 2011, estimating
assets of $10 million to $50 million, and debts of $1 million to
$10 million. Judge James E. Shapiro presides over the case.
Whyte Hirschboeck Dudek S.C., serves as the Debtor's special
counsel. The petition was signed by Donald R. Krause, president.
PAC & G LLC, the holder of a secured debt, is represented by Paul
G. Swanson, Esq., at Steinhilber Swanson Mares Marone & McDermott.
NATIONAL GRAPHICS: Taps Whyte Hirschboeck as Special Counsel
------------------------------------------------------------
National Graphics, Inc., is hiring Whyte Hirschboeck Dudek S.C.,
as special counsel.
Whyte Hirschboeck has been representing the Debtor in a 2009 state
court litigation against Timothy P. Goggins, captioned as National
Graphics Inc., vs. Timothy P. Goggins, Waukesha County Court, Case
No. 09-CV-386. In the litigation, the Debtor is seeking a
declaratory judgment that it is the rightful owner of several
patents whose ownership is disputed by Mr. Groggins. The case is
scheduled to go to trial today, Nov. 29, in Waukesha County
Circuit Court. In the Litigation, the Debtor also has sought
reconsideration of a circuit court order denying the Debtor's
motion for summary judgment. That motion was scheduled to be
heard Nov. 16.
The primary members of Whyte Hirschboeck who will render services
to the Debtor and their standard hourly rates are:
Name Billing Category Hourly Rate
---- ---------------- -----------
Barbara J. Janaszek Shareholder $395
Thomas J. Arenz Shareholder $400
Lisa Lawless Senior Attorneys $330
Justin Szalanski Associates $315
Peter Sewell Paralegal $175
Ms. Janaszek, Esq., attests that Whyte Hirschboeck does not
represent or hold any interest adverse to the Debtor or its estate
with respect to the matter on which the firm is to be employed.
She also ascertains that the firm does not have any connection
with any creditors or other parties-in-interest, or their
attorneys or accountants, or the United States Trustee or any of
its employees.
The firm may be reached at:
Barbara J. Janaszek, Esq.
Thomas J. Arenz, Esq.
WHYTE HIRSCHBOECK DUDEK S.C.
555 East Wells Street, Suite 1900
Milwaukee, WI 53202-3819
Tel: (414) 978-5447
Fax: (414) 223-5000
E-mail: bjanaszek@whdlaw.com
tarenz@whdlaw.com
PAC & G LLC, which holds secured debt against National Graphics,
is objecting to the Debtor's request. PAC acquired the $326,936
debt from Park Bank, the Debtor's lender. The Bank had obtained a
money judgment for that amount and an order for replevin against
the Debtor.
About National Graphics
National Graphics, Inc., based in Brookfield, Wisconsin, is
engaged in the printing business, and in particular the lenticular
printing business. Lenticular printing is a process that
generates a three-dimensional image. It generates cash from the
printing of three-dimensional images, as well as the licensing of
various patents for lenticular printing processes. Its principal
assets are 21 patents relating to lenticular printing, and
potential claims for infringement of those patents. The patents
have value not only for use in the company's operations, but also
because the patents can be licensed.
National Graphics filed for Chapter 11 bankruptcy (Bankr. E.D.
Wis. Case No. 11-36818) in Milwaukee on Nov. 7, 2011, estimating
assets of $10 million to $50 million, and debts of $1 million to
$10 million. Judge James E. Shapiro presides over the case.
Leverson & Metz S.C. serves as the Debtor's bankruptcy counsel.
The petition was signed by Donald R. Krause, president.
PAC & G LLC, the holder of a secured debt, is represented by Paul
G. Swanson, Esq., at Steinhilber Swanson Mares Marone & McDermott.
NATIONAL GRAPHICS: Schedules Filing Deadline Extended to Dec. 5
---------------------------------------------------------------
At the behest of National Graphics, Inc., the Bankruptcy Court
extended the Debtor's deadline to file schedules of assets and
liabilities, statement of financial affairs and other information
through Dec. 5, 2011.
National Graphics, Inc., based in Brookfield, Wisconsin, is
engaged in the printing business, and in particular the lenticular
printing business. Lenticular printing is a process that
generates a three-dimensional image. It generates cash from the
printing of three-dimensional images, as well as the licensing of
various patents for lenticular printing processes. Its principal
assets are 21 patents relating to lenticular printing, and
potential claims for infringement of those patents. The patents
have value not only for use in the company's operations, but also
because the patents can be licensed.
National Graphics filed for Chapter 11 bankruptcy (Bankr. E.D.
Wis. Case No. 11-36818) in Milwaukee on Nov. 7, 2011, estimating
assets of $10 million to $50 million, and debts of $1 million to
$10 million. Judge James E. Shapiro presides over the case.
Leverson & Metz S.C. serves as the Debtor's bankruptcy counsel.
Whyte Hirschboeck Dudek S.C., serves as the Debtor's special
counsel. The petition was signed by Donald R. Krause, president.
PAC & G LLC, the holder of a secured debt, is represented by Paul
G. Swanson, Esq., at Steinhilber Swanson Mares Marone & McDermott.
NATIONAL GRAPHICS: May Use Cash Collateral Through Dec. 13
----------------------------------------------------------
National Graphics, Inc., won interim Court authority to use cash
collateral through and including Dec. 13, 2011, to pay ordinary
and necessary business expenses. However, the Debtor is not
authorized to pay rent or any expense outside the ordinary course
of business without further Court order.
PAC & G LLC, which holds secured debt against National Graphics,
challenged the request. PAC said the Debtor is proposing to use
PAC's collateral but did not specifically identify the collateral.
Moreover, PAC said the value of the collateral is declining.
In turn, the Debtor said it suspects PAC's motive and alleges PAC
is trying to put the Debtor out of business. In its Cash
Collateral Motion, the Debtor said it doesn't propose to provide
cash payment to PAC as adequate protection. According to the
Debtor, PAC thinks the assets have significant value, pointing out
that PAC bought the secured debt at par. Granting PAC a
replacement lien, to the same extent, with the same priority, and
in the same collateral, and subject to the same defenses, as PAC
held prepetition, will more than adequately protect it from
potential diminution in value of its collateral, the Debtor said.
PAC acquired the $326,936 debt from Park Bank, the Debtor's
lender. The Bank had obtained a money judgment for that amount
and an order for replevin against the Debtor.
In its reply to the Debtor's request, PAC denies any malicious
intent to eliminate a competitor, pointing out that Pacur LLC, one
of PAC's owners, supplies its products to the Debtor.
Pursuant to the Court's order, PAC is given adequate protection
for the Debtor's interim use of cash collateral, consisting of:
-- a replacement lien of the same priority, to the same
extent, and subject to the same defenses, if any, as PAC
had prepetition;
-- other forms of adequate protection:
* Starting Nov. 16 and on each Wednesday thereafter until
the final hearing on cash collateral, the Debtor will
file with the Court a weekly report of cash flow for the
preceding week;
* The Debtor will provide an amended cash collateral
budget for anticipated future expenses to PAC and the
United States Trustee by Dec. 6, 2011; and
* The Debtor will add PAC as an additional loss payee, and
the United States Trustee as a co-certificate holder, on
its property and casualty insurance policy.
A hearing on the Debtor's motion for final use of cash collateral
is set for Dec. 13, 2011, at 3:00 p.m.
National Graphics blamed PAC for the bankruptcy filing. Court
papers filed by the Debtor recount that Travel Tags, an affiliate
of one of the largest printers in the nation, owes the Debtor over
$200,000 in royalties under a license agreement. However, those
funds have been withheld because of a cloud on the Debtor's title
to the patents as the result of a claim raised by Timothy Goggins
in litigation currently pending in Waukesha County Circuit Court
and scheduled to go to trial on Nov. 29, 2011.
No longer an employee of the Debtor, Mr. Goggins is affiliated
with Pacur, the Oshkosh plastics manufacturer whose former chief
executive, Ron Johnson, was elected to the United States Senate.
Pacur sells plastics to customers for use in lenticular printing.
Pacur has sought for years to acquire the Debtor's patents.
Largely as a result of the Litigation and the ensuing cloud on the
Debtor's title to its patents, the Debtor said it has found itself
in financial difficulty. Without clear title to the patents, the
Debtor cannot license its intellectual property, and cannot even
collect royalties on its existing license. Without the revenue
sources, the Debtor was unable to remain current on its secured
debt with Park Bank.
In October 2011, Pacur and Mr. Goggins formed PAC for the purpose
of acquiring the Park Bank debt.
The Debtor said Mr. Goggins has shown a marked aversion to going
to trial. After PAC acquired Park Bank's judgment, Mr. Goggins
moved in the Litigation to dismiss it or for a stay of the trial,
on the ground that, before the parties had a chance to get to
trial, PAC would have exercised its Article 9 rights to foreclose
on the Debtor's assets. PAC gave notice of an Article 9 private
sale to be conducted on Nov. 14 -- in advance of a scheduled Nov.
16 hearing on Mr. Goggins' motion to dispense with trial, and the
Debtor's motion for reconsideration of an order that denied it
summary judgment.
PAC also attempted to have the Waukesha County Sheriff replevy all
of the Debtor's tangible personal property, including its
computers and records. A sheriff's deputy showed up at the
Debtor's plant the morning of Nov. 7, and advised the Debtor that
a truck would be coming to haul away all of the Debtor's property
in four hours. This turn of events, National Graphics said,
forced it to file "the Chapter 11 case a little faster than it
might otherwise have."
About National Graphics
National Graphics, Inc., based in Brookfield, Wisconsin, is
engaged in the printing business, and in particular the lenticular
printing business. Lenticular printing is a process that
generates a three-dimensional image. It generates cash from the
printing of three-dimensional images, as well as the licensing of
various patents for lenticular printing processes. Its principal
assets are 21 patents relating to lenticular printing, and
potential claims for infringement of those patents. The patents
have value not only for use in the company's operations, but also
because the patents can be licensed.
National Graphics filed for Chapter 11 bankruptcy (Bankr. E.D.
Wis. Case No. 11-36818) in Milwaukee on Nov. 7, 2011, estimating
assets of $10 million to $50 million, and debts of $1 million to
$10 million. Judge James E. Shapiro presides over the case.
Leverson & Metz S.C. serves as the Debtor's bankruptcy counsel.
Whyte Hirschboeck Dudek S.C., serves as the Debtor's special
counsel. The petition was signed by Donald R. Krause, president.
PAC & G LLC, the holder of a secured debt, is represented by:
Paul G. Swanson, Esq.
STEINHILBER SWANSON MARES MARONE & MCDERMOTT
107 Church Avenue
P.O. Box 617
Oshkosh, WI 54903-0617
Tel: 920-235-6690
E-mail: pswanson@oshkoshlawyers.com
hsaladin@oshkoshlawyers.com
NATIVE WHOLESALE: Proposes Gross Shuman as Bankr. Counsel
---------------------------------------------------------
Native Wholesale Supply Company seeks the authority of the U.S.
Bankruptcy Court for the Western District of New York to employ
Gross, Shuman, Brizdle & Gilfillan, P.C., as its counsel. The
Debtor has selected Gross Shuman because of the firm's extensive
general experience and its recognized expertise in the field of
debtors' and creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.
As counsel, Gross Shuman will:
(a) take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions
on the Debtor's behalf, the defense of any actions
commenced against the Debtor, negotiations concerning all
litigation in which the Debtor is involved, and objection
to claims filed against the estate;
(b) prepare on behalf of the Debtor, as debtor-in-possession,
all necessary motions, applications, answers, orders,
reports and papers in connection with the administration of
the estate;
(c) negotiate and prepare on behalf of the Debtor a plan of
reorganization and all related documents; and
(d) perform all other necessary legal services in connection
with the Chapter 11 case.
The Debtor paid Gross Shuman a $200,000 retainer on Oct. 24, 2011,
for its services rendered and to be rendered and disbursements
incurred and to be incurred in connection with the Chapter 11
case.
The Debtor proposes to pay Gross Shuman at the firm's customary
hourly rates which ranges from $250 to $360 per hour for partners,
$155 to $295 per hour for associates and $135 per hour for
paraprofessionals. The Debtor will also reimburse the firm for
its expenses incurred including, among other things, telecopier
charges, travel expenses, computerized research and transcription
costs.
Robert J. Feldman, Esq., assures the Court that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).
The firm can be contacted at:
Robert J. Feldman, Esq.
GROSS SHUMAN BRIZDLE & GILFILLAN, P.C.
600 Lafayette Court
465 Main Street
Buffalo, NY 14203
Tel: (716) 854-4300
E-mail: rfeldman@gross-shuman.com
About Native Wholesale
Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States. It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor. Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.
Native Wholesale filed for Chapter 11 bankruptcy (Bankr. W.D. NY
Case No. 11-14009) on Nov. 21, 2011. The Debtor estimated assets
of $10 million and debts of $10 million. The petition was signed
by Arthur A. Montour, Jr.
The Chapter 11 filing was triggered to resolve an ongoing dispute
with the United States government regarding up to $43 million in
assessments made by the government against the Debtor pursuant to
the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco
Transition Payment Program and to restructure the terms of payment
of any obligation determined to be owing by the Debtor to the U.S.
under the Disputed Assessment. The issues pertaining to the
Disputed Assessment resulted in two lawsuits, subsequently
consolidated, now pending in the Federal District Court before
Judge Curtin.
NATIVE WHOLESALE: Hires Jaeckle Fleischmann to Assist in Plan Work
------------------------------------------------------------------
Native Wholesale Supply Company seeks the authority of the U.S.
Bankruptcy Court for the Western District of New York to employ
Jaeckle Fleischmann & Mugel, LLP, as its special counsel.
According to the Debtor, Jaeckle Fleischmann has the necessary
background and information to assist the general bankruptcy
counsel with respect to the Assessment Dispute, which is the main
reason for the Chapter 11 filing, and in connection with the
potential legal issues and problems which may arise in the context
of the Chapter 11 case.
The Chapter 11 filing was triggered by Native's need to resolve an
ongoing dispute with the United States government regarding up to
$43 million in assessments made by the government against the
Debtor pursuant to the Fair and Equitable Tobacco Reform Act of
2004 and the Tobacco Transition Payment Program and to restructure
the terms of payment of any obligation determined to be owing by
the Debtor to the U.S. under the Disputed Assessment. The issues
pertaining to the Disputed Assessment resulted in two lawsuits,
subsequently consolidated, now pending in the Federal District
Court before Judge Curtin.
Jaeckle Fleischmann will:
(a) provide all necessary information to general counsel for
the Debtor, including any and all information with respect
to the Assessment Dispute, Assessment Dispute litigation
and the Debtor's finances or operations;
(b) assist, if necessary, in negotiating and preparing on
behalf of the Debtor a plan of reorganization and all
related documents; and
(c) assist general bankruptcy counsel, if necessary, as needed,
in connection with the Chapter 11 case.
The Debtor paid Jaeckle Fleischmann a $14,000 retainer prior to
the Petition Date for its services rendered and to be rendered and
disbursements incurred and to be incurred in connection with the
Chapter 11 case.
The Debtor intends to pay Jaeckle Fleischmann based on the firm's
customary hourly rates which ranges from $225 to $325 per hour for
partners, $135 to $195 per hour for associates and $120 per hour
for paraprofessionals. The Debtor will also reimburse the firm
for its expenses including, among other things, telecopier
charges, mail and express mail charges and travel expenses.
Beverly S. Braun, Esq., assures the Court that her firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).
The firm can be contacted at:
Beverly S. Braun, Esq.
JAECKLE FLEISCHMANN & MUGEL, LLP
Avant Building - Suite 900
200 Delaware Avenue
Buffalo, New York 14202 - 2107
Tel: (716) 856-0600
E-mail: bbraun@jaeckle.com
About Native Wholesale
Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States. It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor. Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.
Native Wholesale filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y.
Case No. 11-14009) on Nov. 21, 2011. The Debtor estimated assets
and debts of $50 million to $100 million as of the Chapter 11
filing. The petition was signed by Arthur A. Montour, Jr. Robert
J. Feldman, Esq., at Gross Shuman Brizdle & Gilfillan, P.C., in
Buffalo, New York, serves as bankruptcy counsel to the Debtor.
NATIVE WHOLESALE: Has Leonard Violi, Prepetition Atty., on Board
----------------------------------------------------------------
Native Wholesale Supply Company seeks the authority of the U.S.
Bankruptcy Court for the Western District of New York to employ
the law offices of Leonard Violi, LLC, as its special counsel.
The Debtor said that the Violi Firm is and has been its general
counsel on all legal matters since 2008 and is therefore uniquely
qualified to provide information regarding its business and legal
issues related thereto not known by proposed bankruptcy counsel.
As special counsel, the Violi Firm will:
(a) provide all necessary information to general counsel for
the Debtor;
(b) assist, if necessary, in negotiating and preparing on
behalf of the Debtor of a plan of reorganization and all
related documents;
(c) assist general bankruptcy counsel, if necessary, as needed,
in connection with the Chapter 11 case; and
(d) perform legal services for the Debtor unrelated to the
bankruptcy, such as ongoing regulatory compliance matters.
The Debtor intends to employ Violi Firm to render professional
services as well as with respect to all other matters it has
traditionally worked on for a flat monthly fee of $10,000 without
further order of the Court.
Leonard Violi, Esq., assures the Court that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).
The firm can be contacted at:
Leonard Violi, Esq.
910 E. Boston Post Road
Mamaroneck, New York 10543
Tel: (914) 698-6200
About Native Wholesale
Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States. It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor. Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.
Native Wholesale filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y.
Case No. 11-14009) on Nov. 21, 2011. The Debtor estimated assets
and debts of $50 million to $100 million as of the Chapter 11
filing. The petition was signed by Arthur A. Montour, Jr. Robert
J. Feldman, Esq., at Gross Shuman Brizdle & Gilfillan, P.C., in
Buffalo, New York, serves as bankruptcy counsel to the Debtor.
NATIVE WHOLESALE: Taps Windels Marx for Assessment Litigation
-------------------------------------------------------------
Native Wholesale Supply Company seeks the authority of the U.S.
Bankruptcy Court for the Western District of New York to employ
Windels Marx Lane & Mittendorf, LLP, as its special counsel. The
Debtor has selected Windels Marx because of the firm's extensive
general experience and knowledge of the Debtor and, in particular,
its representation of the Debtor as lead counsel in the Assessment
Dispute Litigation.
The Debtor maintains that Windels Marx has the necessary
background and information to assist bankruptcy counsel with
respect to the Assessment Dispute, which is the main reason for
the Chapter 11 filing, and in connection with the potential legal
issues and problems which may arise in the context of the Chapter
11 case. Additionally, Windels Marx has been acting as lead
counsel for the Debtor in connection with the Debtor's customs
bond, and with respect to Debtor's interaction with the Alcohol
and Tobacco Tax and Trade Bureau of the United States Department
of the Treasury of the United States Customs and Border Protection
of the United States Department of Homeland Security, with those
representations further warranting Windels Marx's serving as
special counsel.
The Chapter 11 filing was triggered by Native's need to resolve an
ongoing dispute with the United States government regarding up to
$43 million in assessments made by the government against the
Debtor pursuant to the Fair and Equitable Tobacco Reform Act of
2004 and the Tobacco Transition Payment Program and to restructure
the terms of payment of any obligation determined to be owing by
the Debtor to the U.S. under the Disputed Assessment. The issues
pertaining to the Disputed Assessment resulted in two lawsuits,
subsequently consolidated, now pending in the Federal District
Court before Judge Curtin.
As special counsel, Windels Marx will:
(a) provide all necessary information to general counsel for
the Debtor, including any and all information with respect
to the Assessment Dispute, Assessment Dispute litigation
and the Debtor's finances or operations;
(b) assist, if necessary, in negotiating and preparing on
behalf of the Debtor a plan of reorganization and all
related documents; and
(c) assist general bankruptcy counsel, if necessary, as needed,
in connection with the Chapter 11 case.
The Debtor paid Windels Marx $30,000 retainer prior to the
Petition Date for its services rendered and to be rendered and
disbursements incurred and to be incurred in connection with the
Chapter 11 case.
The Debtor intends to pay Windels Marx in accordance with the
firm's customary hourly rates which ranges from $410 to 850 per
hour for partners, $250 to $490 per hour for associates and $135
to $250 per hour for paraprofessionals. The Debtor also proposes
to reimburse Windels Marx for its expenses including, among other
things, photocopying charges, travel expenses and expenses for
"working meals".
Robert J. Luddy, Esq., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).
The firm can be contacted at:
Robert J. Luddy, Esq.
156 West 56th Street
New York, New York 10019
Tel: (212) 237-1000
About Native Wholesale
Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States. It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor. Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.
Native Wholesale filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y.
Case No. 11-14009) on Nov. 21, 2011. The Debtor estimated assets
and debts of $50 million to $100 million as of the Chapter 11
filing. The petition was signed by Arthur A. Montour, Jr. Robert
J. Feldman, Esq., at Gross Shuman Brizdle & Gilfillan, P.C., in
Buffalo, New York, serves as bankruptcy counsel to the Debtor.
NATIVE WHOLESALE: Section 341(a) Meeting Scheduled for Dec. 21
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Native Wholesale Supply Company on Dec. 21, 2011, at 1:30 p.m.
at Buffalo UST - Olympic Towers. Deadline to file a complaint to
determine dischargeability of debts is Feb. 21, 2012.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About Native Wholesale
Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States. It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor. Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.
Native Wholesale filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y.
Case No. 11-14009) on Nov. 21, 2011. The Debtor estimated assets
and debts of $50 million to $100 million as of the Chapter 11
filing. The petition was signed by Arthur A. Montour, Jr. Robert
J. Feldman, Esq., at Gross Shuman Brizdle & Gilfillan, P.C., in
Buffalo, New York, serves as bankruptcy counsel to the Debtor.
NEWPAGE CORP: Seeks Approval of Incentive Plan for 15 Employees
---------------------------------------------------------------
NewPage Corp. is seeking Bankruptcy Court approval of a short-term
incentive plan for 15 insider employees that consists of
performance-based incentive payments.
BankruptcyData.com reports the targeted aggregate payment under
the plan is $3 million. The Court scheduled a Dec. 13, 2011
hearing on the matter.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if the judge approves, executives together will share
$1.5 million if cash flow targets are met for the last half of
2011. The Company is proposing another $1.5 million bonus pool
for the first half of 2012, although the cash flow target hasn't
yet been fixed.
The company said that unsecured creditors are "hopelessly out of
the money" and any prospect for recovery is "beyond remote."
About NewPage Corp.
Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010. The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers. These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.
NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.
NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor. Kurtzman Carson Consultants LLC is the
claims and notice agent. In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.
At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.
NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.
NORTHCORE TECHNOLOGIES: Holders to Convert Remaining Debentures
---------------------------------------------------------------
Northcore Technologies Inc. has received notice from all remaining
corporate debenture holders of their intention to exercise the
conversion to share option.
This process includes the conversion of $210,000 of 10 percent
Series L Convertible Debentures maturing March 31, 2013, and
$535,000 of 10 percent Series N Convertible Debentures maturing
Dec. 12, 2011, into an aggregate 7,450,000 common shares of the
Company. As a result of these conversions, the Company has
retired all of the original principal amounts of the Series L and
the Series N Convertible Debentures. This will result in the
removal of all remaining, non-operational debt from the
corporation.
"This is a significant milestone in the evolution of the new
Northcore," said Amit Monga, CEO of Northcore Technologies. "One
of my oft stated critical objectives was to ensure that we ended
the 2011 calendar year with a dramatically improved balance sheet.
There is no doubt that this conversion represents a major
contribution towards this goal. We deeply appreciate this vote of
confidence from the note holders and will continue to focus on the
execution of our strategic plan to the benefit of all
stakeholders."
About Northcore
Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment. Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.
Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE. Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.
The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.
The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.
Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing. "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."
OPEN RANGE: Obtains Authority to Sell Assets Quickly
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Open Range Communications Inc., a provider of
wireless broadband services to 26,000 rural customers in 12
states, was authorized to sell the assets after failing to find a
buyer for the system as a going concern.
According to the report, Open Range can sell assets so long as the
principal parties in the case don't object after three days'
notice. Those to receive notice of proposed sales include the
creditors' committee, the U.S. government, the U.S. Trustee, and
secured creditors.
About Open Range
Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate. Open Range listed about $114 million in
assets and $110 million in debts. Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.
Judge Kevin J. Carey presides over the case. Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel. Logan & Co. serves as claims agent. FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff. The petition was signed
by Chris Edwards, chief financial officer.
On filing for Chapter 11 protection on Oct. 6, Open Range said it
would shut down and liquidate the network if a buyer couldn't be
found.
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.
OTERO COUNTY: Linda Bloom Ok'd as Counsel for Patient Care Umpire
-----------------------------------------------------------------
The Hon. Robert Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico authorized E. Marissa Lane PLLC, patient
care ombudsman in the Chapter 11 case of Otero County Hospital
Association Inc., to employ Linda S. Bloom P. A. as her counsel.
The Bankruptcy Estate is authorized to pay the firm from the
estate to the extent that funds are available, on a monthly basis,
upon receipt of said firm's billing statements and prior to the
Court's determination of the allowability of said firm's
compensation, 75% of billed fees and 100% of reimbursable
costs, and 100% of applicable tax on fees and costs. The
Bankruptcy Estate may pay the firm's interim compensation at these
hourly rates: Linda S. Bloom, attorney $250/hr. The Bankruptcy
Estate will pay to the firm a retainer of $7,500.
All fees, costs and taxes charged or paid on a monthly basis or
otherwise, including rates charged, are subject to ultimate
approval of the Bankruptcy Court. The firm will file fee
applications at least every 180 days. The fee applications will
contain a detailed statement showing services performed by said
firm, compensation received, and any compensation previously
approved.
To the best of the PCO's knowledge, Ms. Bloom is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
About Otero County Hospital
Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011. The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center. GCRMC serves a total population of approximately
70,000 people. The Debtor disclosed $124,186,104 in assets and
$40,506,759 in liabilities as of the Chapter 11 filing.
Otero County Hospital Association also does business as Mountain
View Catering.
Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel. Kurtzman Carson Consultants, LLC, serves as claims
agent.
The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.
Alice Nystel Page, United States Trustee for Region 20 appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.
The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.
OTTER TAIL LAKE: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
StarTribune reports that Otter Tail Lake Resort LoCamp LLC at 5120
Edina Industrial Blvd., Edina, Minneapolis, filed for Chapter 11
protection in the U.S. Bankruptcy Court in Minneapolis on Nov. 20,
2011 (Case No. 11-47539). The Company filed no schedules.
Christopher Mark Tjornhom is the company's president.
OXLEY DEVELOPMENT: Taps William Orange III as Bankr. Counsel
------------------------------------------------------------
Oxley Development Company LLC seeks Bankruptcy Court approval ot
employ William S. Orange, III, Attorney at Law, as its Chapter 11
counsel. The Debtor has agreed to pay Mr. Orange at a rate of
$300 per hour and has deposited in his trust account $8,961 as
retainer. Mr. Orange attests that he has no connection with the
Debtor, its creditors, or any other party-in-interest, their
attorneys or accountants.
Oxley Development Company, LLC, based in Kingsland, Georgia, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-21338) on
Oct. 31, 2011. In its petition, the Debtor scheduled assets of
$125,700,000 and debts of $61,289,500. The petition was signed by
Carl M. Drury, III, managing member.
OXLEY DEVELOPMENT: Sec. 341 Creditors' Meeting Today
----------------------------------------------------
The Office of the U. S. Trustee in Savannah, Georgia, will hold a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Oxley Development Company LLC today, Nov. 29,
2011, at 11:00 a.m. at Brunswick Meeting Room.
The last day to oppose discharge or dischargeability is Jan. 30,
2012. Proofs of claim are due by Feb. 27, 2012. Government
Proofs of Claim are due by April 30, 2012.
Oxley Development Company, LLC, based in Kingsland, Georgia, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-21338) on
Oct. 31, 2011. William S. Orange-LPO III, Esq. --
orangelaw@bellsouth.net -- serves as the Debtor's counsel. In its
petition, the Debtor scheduled assets of $125,700,000 and debts of
$61,289,500. The petition was signed by Carl M. Drury, III,
managing member.
PACIFIC MONARCH: Sale-Related Hearings Set for Dec. 5 & Jan. 12
---------------------------------------------------------------
The Bankruptcy Court has reserved Jan. 12, 2012 at 2:30 p.m. as
the hearing date and time to approve the proposed sales of Pacific
Monarch Resorts, Inc.'s assets to DPM Acquisition, LLC, RFA PMR
LoanCo, LLC, or to successful overbidders.
The Proposed Sale Hearing is subject to the Court approving the
Debtors' proposed sale procedures at the hearing on Dec. 5, 2011
at 10:00 a.m.
The assets to be auctioned consist of promissory notes and certain
other collateral that Pacific Monarch and certain of the Debtors
have pledged to Resort Finance America LLC.
Prepetition, the Debtors negotiated Asset Purchase Agreements with
DPM Acquisition LLC, and with RFA PMR LoanCo, LLC, an affiliate of
Resort Finance America, which together will effect a sale of
substantially all assets of the Debtors. The Debtors owe RFA
$266.9 million under prepetition loans as of the Petition Date.
RFA acquired rights to the loans from GMAC Commercial Finance LLC.
The Debtors also has a second credit facility from Branch Banking
& Trust. PMR's subsidiary, which serves as borrowers under the
BB&T facility, currently owes BB&T $13 million and the debt is
secured by notes in the face amount of $26.7 million.
About Pacific Monarch
Pacific Monarch Resorts, Inc., and certain affiliated debtors
filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case
No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500
million in both assets and debts. The affiliated debtors are
Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV
Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora
MGVM S. de R.L. de C.V.
Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members. MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.
As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.
The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points. The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.
MGV is not a debtor.
Judge Erithe A. Smith presides over the jointly administered
cases. Lawyers at Stutman, Treister & Glatt PC serve as counsel
to the Debtors. The petition was signed by Mark D. Post, chief
executive officer and director.
Creditor Ikon Financial Services is represented by Christine R.
Etheridge -- christine.etheridge@ikonfin.com
Creditor California Bank & Trust is represented in the case by
Michael G. Fletcher -- mfletcher@frandzel.com ,
efiling@frandzel.com ; shom@frandzel.com -- at Frandzel Robins
Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. -- mgoldberg@glassgoldberg.com -- at
Glass & Goldberg argues for creditor Fifth Third Bank.
Creditor The Macerich Company is represented by Brian D. Huben,
Esq. -- brian.huben@kattenlaw.com , carole.levine@kattenlaw.com ;
donna.carolo@kattenlaw.com ; laura.nefsky@kattenlaw.com -- at
Katten Muchin Rosenman LLP.
Interested Party DPM Acquisition is represented by Joshua D.
Wayser, Esq. -- joshua.wayser@kattenlaw.com ,
kim.johnson@kattenlaw.com -- at Katten Muchin Rosenman LLP.
PALISADES 6300: Wants Access to U.S. Bank's Cash Collateral
-----------------------------------------------------------
Palisades 6300 West Lake Mead, LLC, asks the U.S. Bankruptcy Court
for the District of Nevada for authorization to use cash
collateral which U.S. Bank National Association asserts an
interest.
The Debtor is owed to Bank of America, N.A., as original lender;
Wells Fargo Bank Minnesota, N.A., as trustee and thereafter
through a series of internal mergers was ultimately assigned to
U.S. Bank National Association, as trustee.
The current balance owing on the note is in dispute. The Debtor
believes the loan amount to be approximately $14,700,000.
The Debtor will use the cash collateral to fund its business
operations.
The Debtor intends to restructure the USB loan through a Chapter
11 Plan. Pursuant to USB's appraisal of the property, the value
of the property exceeds the amount of the loan owed to USB.
As reported in the Troubled Company Reporter on Oct. 24, 2011,
US Bank National Association -- as trustee for registered holders
of First Union National Bank - Bank of America NA Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2001-C1 -- advised the Court that US Bank does not consent
to Palisades 6300 West Lake Mead LLC's use of cash collateral.
The lender based its non-consent on the ground that it maintains a
first priority, properly perfected lien in, among other things,
all proceeds, rents, royalties, and income from certain real
property owned by the Debtor.
About Palisades 6300 West Lake Mead LLC
Palisades 6300 West Lake Mead LLC filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011. Judge Linda
B. Riegle oversees the case. Marjorie A. Guymon, Esq., at
Goldsmith & Guymon, P.C., serves as the Debtor's bankruptcy
counsel. In its schedules, the Debtor disclosed $17,452,917 in
assets and $14,733,148 in liabilities.
PALISADES 6300: Wants to Pay Vendor Claims for Continued Services
-----------------------------------------------------------------
Palisades 6300 West lake Mead, LLC, asks the U.S. Bankruptcy Court
for the District of Nevada to enter an interim order requiring the
utilities to continue to provide utility services based upon the
adequate assurances pais in the form of security deposits on hand;
and authorize payment of critical vendors' claims.
The Debtor related that to continue business operations, the
Debtor needs continued electricity, gas, water, telephone, sewer,
trash and other similar services for the building -- a large
apartment complex consisting of approximately 280 units.
The Debtor proposes that since it is current with many of its
utilities and critical vendors, this must be sufficient adequate
assurance of future payment. The Debtor seeks permission to pay
the prepetition amount due and owing to these utilities:
1. Las Vegas Water District
2. Southwest Gas
3. Republic Services
The Debtor also has critical vendors with balances owing at the
time of filing. These critical vendors that the Debtor would like
to pay for prepetition services consist of:
a. Employer's Insurance Co. -- $719
b. Escalera Maintenance Corp. -- $2,650
c. Keystone Carpet Care -- $3,335
d. Home A/C & Heating Co. -- $3,512
The Debtor would like to cure prepetition arrears owing to the
vendors to receive continued services from them. It would be
difficult for the Debtor to find alternative sources for the
services and they are essential to its business operations.
No trustee or examiner has been appointed in the case, and no
committee has been appointed ore designated by the U.S. Trustee.
About Palisades 6300 West Lake Mead LLC
Palisades 6300 West Lake Mead LLC filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011. Judge Linda
B. Riegle oversees the case. Marjorie A. Guymon, Esq., at
Goldsmith & Guymon, P.C., serves as the Debtor's bankruptcy
counsel. In its schedules, the Debtor disclosed $17,452,917 in
assets and $14,733,148 in liabilities.
PETRA FUND: Examiner Discharged, Relieved from 3rd-Party Discovery
------------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York discharged Jack F. Williams, the
duly-appointed examiner in the Chapter 11 cases of Petra Fund REIT
Corporation, et al., from his duties as examiner.
As reported in the Troubled Company Reporter on Nov. 8, 2011, the
Court approved the appointment of examiner on April 12, 2011, to
investigate, among other things: (i) any and all transfers from
the Debtors to affiliate entities, insiders, and third-parties
(exclusive of JP Morgan Chase and Royal Bank of Scotland from
Sept. 1, 2008, to Oct. 20, 2010; (ii) any and all transfers from
the Debtors to the Warehouse Lenders in the 90 days prior to the
Petition Date; and (iii) the circumstances relating to the payoff
of the loan to the Debtors by Millennium Partners, including the
sources of funds to make the payoff.
Mesirow Financial Consulting, LLC, as financial advisor, and
McKenna Long and Aldridge LLP, as counsel assisted the examiner in
his investigation.
The Court also ordered that:
-- the examiner, along with Mesirow Financial Consulting LLC,
and McKenna Long & Aldridge LLP are authorized, in their sole
discretion, to destroy or otherwise dispose of all investigation
documents in their possession, custody, or control;
-- All parties, including, without limitation, the Debtors, KBS
Preferred Holding I, LLC, JP Morgan Securities, Inc., The Royal
Bank of Scotland plc, and BNY AIS Nominees Limited f/b/o Gottex
ABI Master Fund Limited, BNY AIS Nominees Limited f/b/o Gottex ABL
(Cayman) Limited, BNY AIS Nominees Limited f/b/o Gottex Matrix
Asset Focused Master Fund Limited, and BNY AIS Nominees Limited
f/b/o GVA ABL Portfolio Limited, are forever barred and enjoined
from issuing or serving on the examiner or his professionals any
formal or informal discovery of any nature relating to the
reports, the investigation, the additional examination, the
Debtors, and the Chapter 11 cases, including, without limitation,
any request for production of documents, requests for admission,
interrogatories, subpoenas duces tecum, trial subpoenas, requests
for testimony, or any other discovery of any nature.
About Petra Fund
Petra Fund REIT Corp. and its affiliates are in the business of
originating, investing in, structuring and trading loans secured
by commercial real-estate. Petra Offshore Fund LP is the parent.
Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are
represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq.,
at Dickstein Shapiro, LLP. At the time of the filing, each of the
Debtor estimated its assets at less than $10 million and its debts
at more than $100 million.
Petra Fund blamed its Chapter 11 filing on the extraordinary and
unprecedented collapse of the credit and commercial real estate
markets, which caused a mark-to-market value of its assets to
plummet.
PMI GROUP: Taps Kurtzman Carson Consultants as Claims Agent
-----------------------------------------------------------
The PMI Group, Inc., seeks the authority of the U.S. Bankruptcy
Court for the District of Delaware to employ Kurtzman Carson
Consultants LLC as its notice, claims, and solicitation agent.
The Debtor asserts that although the office of the Clerk
ordinarily would serve notices on the Debtor's creditors and other
parties-in-interest and administer claims against the Debtor, the
Clerk's Office may not have the resources to undertake those
tasks, especially in light of the tight timeliness that frequently
arise in the Chapter 11 cases.
Upon retention, Kurtzman Carson will, among other things:
(a) prepare and serve required notices in the Chapter 11 case;
(b) within seven days after mailing a particular notice, file
with the Court a copy of the notice served with a
certificate of service attached indicating the name and
complete address of each party served;
(c) receive, examine, and maintain copies of all proofs of
claim and proofs of interest filed in the Chapter 11 case;
(d) maintain an official claims register by docketing all
proofs of claim and proofs of interest in a claims
database; and
(e) record all transfers of clams pursuant to Rule 3001(e) of
the Federal Rules of Bankruptcy Procedure.
The Debtor intends to pay KCC its fees and expenses pursuant to
the terms and conditions set forth in the Services Agreement. The
Debtor maintains that the fees and expenses incurred by KCC are
administrative in nature and, therefore, should not be subject to
the standard fee application procedures for professionals.
As part of the overall compensation, the Debtor has agreed to
certain indemnification and contribution obligations.
Prior to the Petition Date, the Debtor paid KCC a retainer of
$25,000 as security for pre- and post-petition services rendered
to the Debtor in the preparation of the Debtor's case.
Albert Kass, vice president of Corporate Restructuring Services of
KCC, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.
Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange. Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.
The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011. The Debtor had total assets of
$225 million and total debts of $736 million. Stephen Smith
signed the petition as chairman, chief executive officer,
president and chief operating officer.
The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.
The Debtor is represented by:
James L. Patton, Esq.
Pauline K. Morgan, Esq.
Kara Hammond Coyle, Esq.
Joseph M. Barry, Esq.
YOUNG CONAWAY STARGATT & TAYLOR LLP
1000 West St., 17th Floor
Brandywine Building
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: jpatton@ycst.com
pmorgan@ycst.com
kcoyle@ycst.com
jbarry@ycst.com
Sullivan & Cromwell, LLP, and Osborn & Maledon, P.A., serve as
special counsel to the Debtor.
PURE BEAUTY: Wins Approval to Auction Business in January
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pure Beauty Salons & Boutiques Inc. was acquired in a
Chapter 11 sale last year, filed for bankruptcy reorganization
again on Oct. 4, and was authorized last week by the bankruptcy
judge in Delaware to hold an auction for the business on
Jan. 13.
Mr. Rochelle recounts that before the new bankruptcy, an agreement
was negotiated for former owner Regis Corp. and an affiliate of a
Luborsky family trust to purchase the business in exchange for
$32.5 million in debt held by Regis and the assumption of about
$13 million in liabilities. The two prospective buyers were
involved in the prior Chapter 11 sale.
According to the report, competing bids are due Jan. 10. A hearing
for approval of the sale will be held Jan. 19.
About Pure Beauty
Pure Beauty Salons & Boutiques, Inc., has 436 mall-based locations
operating beauty salons and retailing hair-care products.
Franchisees are operating additional 22 BeautyFirst and 7 Trade
Secret stores. Trade names include Trade Secret, Beauty Express,
BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330
people are employed.
Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code. The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.
Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case. Judge
Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel. The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions. The Debtor estimated assets and debts both
at $10 million to $50 million. The Debtors owe $15 million to
vendors and landlords. The petition was signed by Brian Luborsky,
chief executive officer.
Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.
PURE BEAUTY: Section 341(a) Meeting Continued to Nov. 30
--------------------------------------------------------
The U.S. Trustee for Region 3 will continue a meeting of creditors
of Pure Beauty Salons & Boutiques, Inc. on Nov. 30, 2011, at 9:00
a.m. The meeting will be held at J. Caleb Boggs Federal Building,
844 North King Street, 5th Floor, Room 5209, Wilmington, Delaware.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About Pure Beauty
Pure Beauty Salons & Boutiques, Inc., has 436 mall-based locations
operating beauty salons and retailing hair-care products.
Franchisees are operating additional 22 BeautyFirst and 7 Trade
Secret stores. Trade names include Trade Secret, Beauty Express,
BeautyFirst, PureBeauty, and Winston's Barber Shop. About 2,330
people are employed.
Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code. The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.
Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case. Judge
Peter J. Walsh took over. Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel. The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions. The Debtor estimated assets and debts both
at $10 million to $50 million. The Debtors owe $15 million to
vendors and landlords. The petition was signed by Brian Luborsky,
chief executive officer.
Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.
QUALTEQ INC: Versatile Has Access to ABOC's Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which Amalgamated Bank of Chicago, asserts an interest.
Amalgamated Bank consented to Fulfillment Xcellence, Inc., and
Versatile Card Technology, Inc.'s use of cash collateral to fund
their operations until Dec. 21, 2011. The Debtor may use the cash
collateral in an amount equal to up to 10% more than a particular
corresponding category in the budget, measured on a cumulative,
weekly basis, provided that the Debtor will not use the cash
collateral to make any intercompany loans or transfers outside the
ordinary course of business without the prior consent of the
lender and the Official Committee of Unsecured Creditors.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Amalgamated Bank a replacement
lien on substantially all of the Cash Collateral Debtors' assets
and a superpriority administrative expense claim status, subject
to certain carve out expenses.
As further adequate protection, the Cash Collateral Debtors will
maintain at Amalgamated bank debtor-in-possession accounts, with
the exception that the Cash Collateral Debtors will maintain a
payroll account at PNC Bank, with the payroll account funded from
the adequate protection accounts only to the extent needed to fund
the cash collateral Debtors' payroll.
A full-text copy of the order and budget is available for free at
http://bankrupt.com/misc/QUALTEQINC_CC_amalgamatedbank.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. Lowenstein Sandler PC represents the
Committee, and Eisneramper LLP serves as its accountants and
financial advisors.
QUALTEQ INC: Creative Has Access to Harris Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which BMO Harris Bank N.A., asserts an interest.
Harris Bank consented to Creative Investment's use of cash
collateral to finance its operations postpetition. The Debtor may
use the cash collateral in an amount equal to up to 15% more than
a particular corresponding category in the budget, measured on a
cumulative, weekly basis.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Harris Bank a replacement lien
on the Debtors' postpetition assets to the same extent and
priority as existed prepetition, and a superpriority
administrative expense claim status, subject to certain carve out
expenses.
A full-text copy of the order and budget is available for free at
http://bankrupt.com/misc/QUALTEQINC_CC_harrisbank.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. Lowenstein Sandler PC represents the
Committee, and Eisneramper LLP serves as its accountants and
financial advisors.
QUALTEQ INC: Veluchamy Can Access Lenders' Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which Skyland Bank and the Northern Trust, asserts an interest.
The lenders consented to Veluchamy, LLC and 5200 Thatcher, LLC's
use of cash collateral exclusively for disbursements. The Debtor
may use the cash collateral in an amount equal to up to 15% more
than a particular corresponding category in the budget, measured
on a cumulative, weekly basis.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders a replacement lien
on substantially all of the Debtors' personal property assets and
a superpriority administrative expense claim status, subject to
certain carve out expenses.
A full-text copy of the order and budget is available for free at
http://bankrupt.com/misc/QUALTEQINC_CC_skylandsbank.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. Lowenstein Sandler PC represents the
Committee, and Eisneramper LLP serves as its accountants and
financial advisors.
QUALTEQ INC: Avadamma LLC Gets Final OK to Use MB Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which MB Financial Bank, N.A., asserts an interest.
MB Financial consented to Avadamma, LLC's use of cash collateral
to fund its operations postpetition, exclusively for
disbursements. The Debtor may use the cash collateral in an
amount equal to up to 10% more than a particular corresponding
category in the budget, measured on a cumulative, weekly basis,
provided that the Debtor will not use the cash collateral to make
any intercompany loans or transfers outside the ordinary course of
business without the prior consent of the lender and the Official
Committee of Unsecured Creditors.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant MB Financial a replacement
lien on all personal property assets of the Debtor and
superpriority administrative expense claim status, subject to
certain carve out expenses.
A full-text copy of the order and budget is available for free at
http://bankrupt.com/misc/QUALTEQINC_CC_mbfinancialbank.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. Lowenstein Sandler PC represents the
Committee, and Eisneramper LLP serves as its accountants and
financial advisors.
RCR PLUMBING: Court to Consider Further Cash Collateral Use Today
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing today, Nov. 29, 2011, at 1:00 p.m., to
consider RCR Plumbing and Mechanical, Inc.'s further use of PNC
Bank, National Association's cash collateral.
Previously, the Court approval stipulations granting the Debtor
its interim use of the cash collateral.
Pursuant to the latest stipulation between the Debtor and PNC
Bank, the initial lender claim objection deadline will be May 1,
2012, not Feb. 1, 2012, and the Court reserves the right to extend
the date further.
As reported in the Troubled Company Reporter on Nov. 15, 2011, the
Debtor and lender PNC Bank, National Association entered into
a stipulation which provides that:
-- the Debtor is authorized to use the cash collateral until
Nov. 22, 2011, solely to pay the expenses for the period of
Nov. 1, through the expiration date, to the extent actually
incurred by the Debtor for its business operations during the
case, and not to exceed the amounts set forth in the budget by
more than 10% in the aggregate;
-- all cash collateral will be deposited by the Debtor into the
Debtor's bank accounts established at Wells Fargo Bank and will
be subject yo secured creditors liens (to the same extent,
validity, and priority as existed as of the Petition Date); and
the postpetition lien;
-- the lender agreed to immediately remit to the Debtor any
payments it received from the Debtor's customers or vendors on
or after the Petition Date.
-- as adequate protection from the diminution of the value of
the lender's collateral, the lender is granted a replacement
lien in all prepetition and postpetition assets; the Debtor
will timely pay all non-default fees and charges related to any
letter of credit issued by the lender in the approximate amount
of $49,000 per quarter as the amounts become due and payable;
-- pending a final or further interim hearing on the use of
cash collateral, the Debtor is authorized to use funds
aggregating approximately $613,000 contained in debtor-in-
possession bank accounts at PNC;
-- the Debtor will maintain at all times casualty and loss
insurance coverage of the collateral in compliance with the
U.S. Trustee Guidelines.
As reported in the TCR on Nov. 1, 2011, PNC Bank asserts a
contingent first priority interest in the Debtor's cash based on a
$6.5 million undrawn revolving line of credit. The Richey Family
Trust is a family trust of the Debtor's president and CEO, Robert
C. Richey. The trust asserts an interest in the Debtor's cash for
advances made to the Debtor for operations pursuant to a
$1.255 million subordinated note.
A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/RCRPLUMBING_cashcoll_stipulation.pdf
About RCR Plumbing
Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast. In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc. On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio. Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.
RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011. RCR Plumbing blamed a weak
construction market and increased insurance costs. Judge Wayne E.
Johnson oversees the case. Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
BSW & Associates as financial advisor. Kurtzman Carson
Consultants LLC serves as noticing agent. In its petition, RCR
Plumbing estimated $10 million to $50 million in assets and debts.
The petition was signed by Robert C. Richey, president/CEO.
REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 87.70 cents-on-the-
dollar during the week ended Friday, Nov. 25, 2011, a drop of 1.43
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. The Company pays 425 basis points above LIBOR to borrow
under the facility. The bank loan matures on Oct. 10, 2016, and
carries Moody's 'B1' rating and Standard & Poor's 'B-' rating.
The loan is one of the biggest gainers and losers among 114 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
About Realogy Corp.
Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services. Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group. Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.
Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor. Realogy fully supports the principles of the
Fair Housing Act.
Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$7.89 billion in total assets, $9.24 billion in total liabilities,
and a $1.34 billion total deficit.
Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's. The
rating outlook is positive. Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year. Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.
In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'. The
rating outlook is positive.
RUDEN MCCLOSKY: Dec. 2 Final Hearing on Berger Singerman Hiring
---------------------------------------------------------------
Ruden McClosky P.A., will return to the Bankruptcy Court in Fort
Lauderdale, Florida, on Dec. 2, 2011 at 9:30 a.m., to seek final
approval of its request to employ Berger Singerman, P.A., as
general counsel.
On Oct. 19, 2011, Berger Singerman received an initial retainer
from the Debtor for $75,000, which was deposited into the trust
account of Berger Singerman. On Oct. 31, Berger Singerman applied
the Initial Retainer in payment of its prepetition fees and
expenses. In addition, on Oct. 31, Berger Singerman received an
additional retainer from the Debtor for $150,000.
The current hourly rates for the attorneys at Berger Singerman
range from $225 to $625. The current hourly rates of Paul Steven
Singerman and Leslie Gern Cloyd, the shareholders who will be
principally responsible for Berger Singerman's representation of
the Debtor, are $595 and $555, respectively, and the current
hourly rates of the of-counsel and associate attorneys who will
work on this matter range from $225 to $455 per hour. The current
hourly rates for the legal assistants and paralegals at Berger
Singerman range from $75 to $195.
The Interim Order approving the engagement is without prejudice to
the appointment of a Chapter 11 Trustee.
Paul Steven Singerman, Esq., attests that his firm has no
connection with the Debtor's creditors or other parties in
interest or their attorneys, and does not represent any interest
adverse to the Debtor.
Ruden McClosky, through several lawyers, including Michael R.
Bakst, Esq., represents Soneet R. Kapila in his capacity as
Chapter 7 trustee of the Trafford Distributing Center, Inc.
bankruptcy case pending before the Honorable A. Jay Cristol (Case
No. 11-23492-AJC). Berger Singerman serves as special litigation
counsel to Mr. Kapila in connection with the Trafford Distributing
Center Chapter 7 case, principally regarding a pending adversary
proceeding (Adv. Proc. No. 11-1999-AJC), which began as a lawsuit
filed in Broward County, Florida Circuit Court (Case No. CACE
11009808), against Ruden attorneys Michael R. Bakst and George S.
Fender, but was subsequently removed to the United States
Bankruptcy Court for the Southern District of Florida. Ruden is
not a named defendant in the Removed Adversary.
Berger Singerman represents Ruden, and named Defendants Mr. Bakst
and Mr. Fender regarding the Removed Adversary and, in connection
therewith, entered into an engagement letter dated May 31, 2011
with each of Ruden, Mr. Bakst and Mr. Fender. The engagement
letter provides, in part, that Ruden is responsible for fees and
costs incurred by Berger Singerman. The Order dated June 8, 2011
approving the retention of Berger Singerman as special counsel to
Mr. Kapila provides, in part, that the Court approved Ruden's
agreement to pay Berger Singerman any unpaid fees or reimbursable
expenses incurred by Berger Singerman in connection with its
representation.
Berger Singerman has received payment of $4,574.20 from Ruden.
Berger Singerman will not accept any further payment of fees or
expenses from Ruden. Berger Singerman will not seek or accept any
fees or reimbursement of expenses from Mr. Bakst or Mr. Fender
either. Instead, Berger Singerman will look only to the Trafford
bankruptcy estate to be paid any outstanding fees or costs, or
fees or costs that will be incurred in the future. For the
avoidance of doubt, Berger Singerman waives the right to seek
payment of outstanding fees or reimbursement of expenses, or fees
or costs that will be incurred in the future, from Ruden, or from
Mr. Bakst or Mr. Fender, in connection with the representations.
Berger Singerman also represents, as special counsel, Ruden
shareholder Michael R. Bakst, in his capacity as Chapter 7 Trustee
of the estate of Ali M. Jaferi, Case No. 08-23903-BKC-PGH, which
is pending in the United States Bankruptcy Court for the Southern
District of Florida, before the Honorable Chief Judge Paul G.
Hyman, Jr. Further, Berger Singerman represents Michael R. Bakst,
in his capacity as Chapter 7 Trustee of the Jaferi Bankruptcy
Estate, in the state court case captioned CB Loan Purchase
Associates, LLC v. AJ Petroleum II, LLC, Flovest, LLC, BPS R.E.
Holdings, LLC, VMD Financial Services, Inc., Robert Half
International, Inc., David Hayes, Rosalee Rogovin and Unknown
Tenant; Case No. 502008 CA 37372XXXXMB AW, which is pending in the
Circuit Court of the Fifteenth Judicial Circuit, in and for Palm
Beach County, Florida.
In addition, Michael R. Bakst has appeared in cases or proceedings
in which Berger Singerman has appeared, including, but not limited
to, cases in which Berger Singerman represents debtors or
creditors where Michael R. Bakst is the trustee.
Berger Singerman does not deem these representations to constitute
conflicts in the Ruden bankruptcy case.
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.
Judge Raymond B. Ray oversees the case. Development Specialists,
Inc., serves as the Debtor's restructuring advisors. The petition
was signed by DSI's Joseph J. Luzinski, who serves as chief
restructuring officer. Kurtzman Carson Consultants LLC serves as
the Debtor's claims and noticing agent. In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
RUDEN MCCLOSKY: Has Interim Approval to Hire CRO
------------------------------------------------
Ruden McClosky P.A. won interim authority from Judge Raymond B.
Ray to employ Development Specialists, Inc. as its restructuring
advisors. There is a hearing on Dec. 2, 2011 at 9:00 a.m.,
prevailing Eastern Time, to consider final approval of the
engagement.
The Court's ruling designates Joseph J. Luzinski as Chief
Restructuring Officer for the Debtor. Mr. Luzinski is a senior
vice president at DSI. The order, however, is without prejudice
to the Court appointing a Chapter 11 trustee in the case.
DSI will be paid at its current hourly billing rates for the
proposed consultants:
William A. Brandt, Jr. $625/hour
Joseph J. Luzinski $525/hour
Yale S. Bogen $395/hour
Daniel J. Stermer $395/hour
George Shoup III $370/hour
Matthew Farnsworth $230/hour
David K. Lee $200/hour
and at the hourly rate ranges for other DSI consultants:
Senior Consultants $455 - $625/hour
Consultants $265 - $450/hour
Junior Consultants $155 ? $260/hour
DSI received a $50,000 retainer from the Debtor on Oct. 20, 2011,
to apply against professional services performed and expenses
incurred in anticipation of the bankruptcy filing. DSI also
received $100,000 as retainer for post-bankruptcy professional
services.
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors, and may be reached at:
Joseph J. Luzinski
DEVELOPMENT SPECIALISTS, INC.
Southeast Financial Center
200 South Biscayne Boulevard Suite 1818
Miami, FL 33131-2329
Tel: 305-374-2717
E-mail: jluzinski@dsi.biz
The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer. Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
RUDEN MCCLOSKY: Stay Relief Sought in Legal Malpractice Lawsuit
---------------------------------------------------------------
Ryan Gill is asking the Bankruptcy Court to lift the automatic
stay in the bankruptcy case of Ruden McClosky P.A., so he may
proceed to trial on a pending malpractice action pending in state
court. Mr. Gill said the lawsuit has no effect on the Debtor's
bankruptcy estate because the malpractice claims asserted by Mr.
Gill against the Debtor are fully covered by insurance.
On Aug. 27, 2009, Mr. Gill filed a Complaint against Patrick Moran
and the Debtor for legal malpractice, negligent misrepresentation,
breach of fiduciary duty and negligent supervision in the Circuit
Court in and for Broward County, Florida in the matter styled Ryan
Gill vs. Patrick Moran, et al, Case No. 09-047531 (07). The
Claims all have their genesis in Mr. Gill's retention of the State
Court Defendants in June 2003, in connection with a proceeding
relating to the estate of his adoptive father, George Gill, III.
Mr. Gill is represented by:
Bart A. Houston, Esq.
Jan D. Atlas, Esq.
Chase A. Berger, Esq.
Samantha T. Haimo, Esq.
KOPELOWITZ OSTROW
200 SW1st Avenue, Suite 1200
Fort Lauderdale, FL 33301
Telephone: (954) 525-4100
Facsimile: (954) 525-4300
E-mail: houston@kolawyers.com
atlas@kolawyers.com
berger@kolawyers.com
haimo@kolawyers.com
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors. The petition was signed by
DSI's Joseph J. Luzinski, who serves as chief restructuring
officer. Kurtzman Carson Consultants LLC serves as the Debtor's
claims and noticing agent. In its petition, the Debtor estimated
$10 million to $50 million in both assets and debts.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
SBARRO INC: Completes Reorganization, Emerges From Chapter 11
-------------------------------------------------------------
Sbarro, Inc., along with its domestic subsidiaries, disclosed that
its Plan of Reorganization has become effective and the Company
has successfully emerged from Chapter 11 with significantly
reduced debt and a new $35 million capital infusion.
"As Sbarro emerges from Chapter 11 today we are a stronger, better
capitalized, and more competitive company with a solid financial
foundation for future growth," said Nicholas McGrane, Interim
President and Chief Executive Officer of Sbarro. "Our
reorganization plan eliminates more than 70% of our debt, and
provides access to $35 million in fresh capital from our new
ownership group."
Mr. McGrane added, "With the support of our investors, vendors and
landlords, and the hard work of our valued employees and
franchisees, we are pleased that Sbarro has successfully navigated
this process in a relatively short time period while operating our
business as usual and without interruption. Our business is
performing well, and as we enter our busiest period of the year,
we look forward to building on our positive momentum and
continuing to deliver great food and service to our customers."
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.
SHASTA LAKE: Plan Intends to Pay BofA in Full from Houseboats Sale
------------------------------------------------------------------
Shasta Lake Resorts, LP, filed with the U.S. Bankruptcy Court for
the Eastern District of California a proposed Plan of
Reorganization dated as of Oct. 28, 2011, and a Disclosure
Statement.
According to the Disclosure Statement, the Plan proposes to pay
the Bank of America, N.A.'s secured claims in full from the
Debtor's future operating revenues and from sale of excess
houseboat inventory. The Plan also provides payment in full at
the Plan Effective Date to those unclassified claims and classes
of claims which the Bankruptcy Code requires to be paid on the
Effective Date, except to those classes of claims which agree
otherwise, and payment in full over time to those classes of
claims which the Bankruptcy Code requires or allows payment in
full over time. The Plan provides for two classes of secured
claims, five classes of non-priority unsecured claims; one class
of unclassified priority claims; and one class of equity
interests.
Under the Plan, the Debtor will continue to market and offer to
sell its used houseboat inventory to pay down the Class 2 Claim.
To the extent new houseboats are needed to refresh the Debtor's
stock of houseboats for rent, it will finance that need through
leasing, by which individuals will purchase and place new
houseboat inventory with the Debtor in exchange for a percentage
of rental income, which is a financing mechanism the Debtor has
successfully implemented and has the ability to do so in the
future.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SHASTALAKE_DS.pdf
About Shasta Lake
Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of about 65 houseboats
primarily out of its Jones Valley Resort on Shasta Lake and its
New Melones Lake Marina. SLR offers a full service dock at both
Jones Valley Resort and New Melones Lake Marina, with overnight
and year round moorage and small boat and accessory rentals. SLR
also operates floating stores, which sell everything its customers
may want to complete their houseboating experience, including
grocery items, bait and tackle, water sports and marine items,
unique gifts and apparel. SLR offers slip rentals at Sugarloaf
Resort on Shasta Lake.
Andrew D. Smith acts as the Debtor's special counsel. David L.
Edwards is the special counsel to prosecute, on the Debtor's
behalf, an action filed in the Superior Court of the State of
California, Shasta County, against Kenneth Tellstrom.
SLR filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif.
Case No. 11-37221) on July 13, 2011. Judge Christopher M. Klein
is assigned to the case. Jamie P. Dreher, Esq., at Downey Brand
LLP, in Sacramento, California, represents SLR. The Debtor
disclosed $11,958,504 in assets and $6,884,215 in liabilities as
of the Chapter 11 filing.
STATION CASINOS: Has Stipulation to Continue Taxation Proceeding
----------------------------------------------------------------
Prepetition, Station Casinos, Inc., on behalf of certain of the
Subsidiary Debtors and Green Valley Ranch Gaming LLC, commenced
an administrative proceeding before the Department of Taxation
seeking 47 prepetition use tax refund claims or credits on use
taxes accrued and remitted by the Subsidiary Debtors and by GVR.
In response to the commencement of the Department of Taxation
Proceeding, the Department of Taxation served 47 separate
deficiency notices on the Subsidiary Debtors and GVR, one for
each Tax Refund Claim asserted in the Department of Taxation
Proceeding. Each Deficiency Notice contains an assessment of
sales tax and interest corresponding to the same period covered
by the Tax Refund Claims, and asserts that the Subsidiary Debtors
and GVR underreported the retail sales value of certain
complimentary and employee meals. The Tax Refund Claims and the
Tax Assessments have not yet been resolved in the Department of
Taxation Proceeding.
In a Court-approved stipulation, SCI, the Subsidiary Debtors, GVR
and the State of Nevada Department of Taxation agreed that the
automatic stay is vacated with respect to each of the
Administrative Tax Claims and in connection with the Department
of Taxation Proceeding.
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel. Lazard Freres & Co. LLC is investment banker and
financial advisor. Kurtzman Carson Consultants LLC is the claims
and noticing agent. Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011. First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188). The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a
STATION CASINOS: Committee Says Sierra Fees Are Reasonable
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s cases is still seeking allowance of $194,181 in fees and
$2,004 in costs based on 758.20 hours of work, at a blended
hourly rate of approximately $256 for Sierra Consulting Group
LLC.
The SCI Debtors opposed the Committee's request because Sierra's
employment application was denied by the Court.
In response, the Committee notes that the Court denied Sierra's
Application without prejudice and did not rule that the only way
Sierra could be compensated was if the Committee was authorized
to have standing.
The Committee also notes that the SCI Debtors do not contend that
Sierra was somehow unqualified or not "disinterested," that
Sierra's fees and costs were unreasonable. The Committee adds
that the Fee Examiner specifically addressed with Sierra the
issue of the effect of the dismissal without prejudice.
After extensive discussion, the Fee Examiner was persuaded that
the transcript left the issue open and suggested that the easiest
thing for Sierra to do was to amend its application by asking
for, in the alternative, employment under Section 327 of the
Bankruptcy Code, which the Committee has done in an amended
employment application.
Because that proposition is factually incorrect, and because the
Fee Examiner agrees with approach taken by the Committee and does
not object to Sierra's requested fees and costs, the Court need
not address the legal issues of whether Sierra should be employed
and have its fees and costs allowed under Section 330 of the
Bankruptcy Code or whether Sierra should be awarded its fees and
costs as a consulting expert, the Committee asserts.
The SCI Debtors asserted that a "professional person cannot
receive compensation from a bankruptcy estate where such
professional's retention was never approved by the bankruptcy
court."
If Sierra is not a "professional person," then the legal argument
the SCI Debtors make is irrelevant, however, if Sierra is a
professional person, the Amended Application expressly asks that
Sierra be employed, and that its fees and costs be allowed in
accordance with Sections 330 and 507 of the Bankruptcy Code.
For these reasons, the Committee asks the Court overrule the SCI
Debtors' objection and allow Sierra's fees and costs.
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel. Lazard Freres & Co. LLC is investment banker and
financial advisor. Kurtzman Carson Consultants LLC is the claims
and noticing agent. Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011. First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188). The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a
STATION CASINOS: Court OKs Final Fees of Milbank Tweed, et al.
--------------------------------------------------------------
The bankruptcy court has approved the final fee applications of
these professionals retained in Station Casinos' cases:
Professional Amount
------------ ------
Ernst & Young LLP $2,929,686
Fried, Frank, Harris, Shriver & Jacobson LLP $10,757,157
FTI Consulting, Inc. $5,026,105
Milbank, Tweed, Hadley & McCloy LLP $37,246,428
Gibson, Dunn & Crutcher LLP $1,546,225
Lewis and Roca LLP $805,948
Quinn Emanuel Urquhart & Sullivan, LLP $2,452,291
plus $193,324
as expenses
incurred in
connection
with services
rendered by
Sierra
Consulting
Group LLC
Lazard Freres & Co. LLC $15,162,202
Kirkland & Ellis LLP $1,400,315
Oppenheimer & Co., Inc. $1,059,015
Sea Port Group Securities, LLC $1,165,673
Brown Rudnick LLP $956,933
Downey Brand LLP $77,416
GLC Advisors & Co., LLC $306,912
These fees and expenses (i) are awarded and allowed on an interim
basis pursuant to Section 331 of the Bankruptcy Code, and (ii) on
an interim basis, reflect reasonable compensation for actual and
necessary services rendered during the Chapter 11 Cases and
reimbursement for actual and necessary expenses incurred by the
Professionals during the Chapter 11 Cases:
a. Kirkland & Ellis is awarded and allowed Interim Fees and
Expenses with respect to the Aliante Debtors aggregating
$340,956; and
b. Shea & Carlyon Ltd. is awarded and allowed Interim Fees
and Expenses aggregating $262,465.
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel. Lazard Freres & Co. LLC is investment banker and
financial advisor. Kurtzman Carson Consultants LLC is the claims
and noticing agent. Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011. First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188). The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a
TOUSA INC: E&Y OK'd to Provide Add'l Employee Benefits Services
---------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida authorized TOUSA, Inc., et al., to
further expand the scope of employment and retention of Ernst &
Young LLP to provide additional employee benefits services, nunc
pro tunc to Oct. 15, 2011.
About Tousa Inc.
Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.
The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928). Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts. Lazard Freres & Co. LLC is the Debtors' investment
banker. Ernst & Young LLP is the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.
The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa. However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit. A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture. Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y., represent
the creditors committee.
TRAVELPORT HOLDINGS: To Record $19.7-Mil. Cash Charge in Q4
-----------------------------------------------------------
As previously disclosed in Travelport Limited's periodic reports,
in connection with former third-party national distribution
company arrangements, the Company has been involved in a dispute
with three of the Company's former NDC partners regarding the
payment of one particular disputed fee. During the fourth quarter
of 2010, the dispute with respect to one such former partner was
concluded completely in the Company's favor by third party
arbitrators.
On Nov. 18, 2011, in the dispute with a different partner,
arbitrators rendered a decision against the Company which will
result in an extraordinary cash charge of approximately $19.7
million in the fourth quarter of 2011. While the Company
disagrees with the findings of the latest arbitration decision,
such decision is binding and not appealable. The dispute with
respect to the last remaining partner remains outstanding but is
of a lesser magnitude than the aforementioned adverse ruling.
Although no assurances can be given due to the inherent
uncertainty of arbitration and litigation, the Company believes
such claim is without merit.
About Travelport Holdings
Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry. With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.
Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company. Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.
Travelport Holdings Limited is a holding company with no direct
operations. Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.
Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010. Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni"). The sale was
completed on May 5, 2011.
Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed
$3.43 billion in total assets, $4.21 billion in total liabilities
and a $780 million total deficit.
* * *
As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.
The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.
TRAVELPORT INC: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport, Inc.,
is a borrower traded in the secondary market at 83.79 cents-on-
the-dollar during the week ended Friday, Nov. 25, 2011, a drop of
1.18 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. The Company pays 450 basis points above LIBOR to borrow
under the facility. The bank loan matures on Aug. 23, 2015, and
carries Moody's 'B1' rating and Standard & Poor's 'B' rating. The
loan is one of the biggest gainers and losers among 114 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
About Travelport Holdings
Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry. With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.
Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company. Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.
Travelport Holdings Limited is a holding company with no direct
operations. Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.
Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010. Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni"). The sale was completed on May
5, 2011.
Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.
Travelport Limited's balance sheet at June 30, 2011, showed $3.680
billion in assets, $4.136 billion in total liabilities, and a
stockholders' deficit of $456 million.
TRIBUNE CO: Bank Debt Trades at 39% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 61.00 cents-on-the-
dollar during the week ended Friday, Nov. 25, 2011, a drop of 0.86
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. The Company pays 300 basis points above LIBOR to borrow
under the facility. The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan. The loan is one of
the biggest gainers and losers among 114 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.
About Tribune Co.
Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008. The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts. Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors. AlixPartners LLP is the Committee's
financial advisor. Landis Rath Moelis & Company serves as the
Committee's investment banker. Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.
Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News. The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRIBUNE CO: District Court OKs Neil Class Settlement
----------------------------------------------------
Judge Rebecca Pallmeyer of the U.S. District Court for the
Northern District of Illinois issued preliminary approval of a
settlement resolving a class action initiated by Dan Neil and
other former Los Angeles Times employees, Reuters reported.
The preliminary approval of the class settlement came as the U.S.
Bankruptcy Court for the District of Delaware recently approved
settlements resolving claims filed by the U.S. Department of
Labor and the Internal Revenue Service, in connection with the
Tribune Employee Stock Ownership Plan.
The District Court will consider final approval of the settlement
on January 30, 2012, according to the report.
About Tribune Co.
Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008. The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts. Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors. AlixPartners LLP is the Committee's
financial advisor. Landis Rath Moelis & Company serves as the
Committee's investment banker. Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.
Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News. The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRIBUNE CO: Removal Period Extended Until Feb. 29
-------------------------------------------------
The bankruptcy court extended Tribune Co. and its affiliates'
deadline to file notices of removal of related proceedings under
Rule 9027(a)(2) and (a)(3) of the Federal Rule of Bankruptcy
Procedure through Feb. 29, 2012. The Court signed the order after
a certification of no objection was filed.
About Tribune Co.
Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008. The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts. Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors. AlixPartners LLP is the Committee's
financial advisor. Landis Rath Moelis & Company serves as the
Committee's investment banker. Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.
Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News. The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRIBUNE CO: Has Approval of Calif. Tax Board Settlement
-------------------------------------------------------
Tribune Co. and its affiliates sought and obtained permission from
Judge Carey to enter into a settlement agreement with the
Franchise Tax Board of the State of California.
The Settlement Agreement resolves disputes between certain of the
Debtors and the FTB concerning corporate income taxes of the
Taxpayers that FTB asserts the Taxpayers owe for the 2002-2007
Tax Years. The Taxpayers are members of a unitary group for the
purposes of filing a State of California combined unitary
franchise (corporate income) tax return. For the 2002-2007 Tax
Years, Tribune was the key corporation for the Taxpayers' unitary
group, meaning that all relevant notices were issued to Tribune
on behalf of the Taxpayers, and all payments were made by Tribune
on behalf of all Taxpayers.
The FTB began an audit of the Taxpayers for corporate income
taxes on December 27, 2006. This audit covered the tax years
ended December 29, 2002, December 28, 2003 and December 26, 2004.
Upon concluding the audit, the FTB issued Notices of Proposed
Assessment on March 9, 2009 for the tax years 2002 through 2004
that totaled $4,569,360. On January 13, 2009, the FTB began an
audit of the Taxpayers for corporate income taxes for the tax
years ended December 26, 2005, December 31, 2006 and
December 30, 2007. The FTB issued Notices of Proposed Assessment
on October 6, 2009 for the tax years 2005 through 2007 that
totaled $2,476,291. In total, the NPAs assessed California
corporate taxes against the Taxpayers in the amount of
$7,040,651. The Taxpayers submitted Protests to the FTB in
response to each of the NPAs.
The FTB filed proofs of claim in the Debtors' bankruptcy cases,
asserting claims based on the its records and pending audits of
the Taxpayers' tax liabilities for tax periods ending
December 31, 1998 and December 31, 2000 through December 31,
2008. The FTB amended certain of the Initial California Tax
Claims. The California Tax Claims assert claims totaling
approximately $63,485,740. The Taxpayers and the other Debtors
have disputed the amount of the corporate income tax liability
asserted in the NP As and in the California Tax Claims.
Pursuant to the 2011 FTB Settlement, the parties agreed that for
the 2002-2007 Tax Years, the Taxpayers owe corporate income taxes
to the FTB in the amount of $3,245,097, plus interest for periods
prior to the Petition Date. FTB intends to set off the Tax
Liability against certain tax refunds owed by the FTB to the
Taxpayers that are currently being held by the FTB pending
resolution of the Taxpayers' liabilities to the FTB.
The tax refunds currently being held by the FTB are:
(A) refunds for the taxable years ending December 1997 and
December 1999 in the amounts of $413,854 and $488,006, which
are being held by the FTB pursuant to a settlement agreement
between the FTB and the Times Mirror Company, California
Community News Corporation, and Tribune dated March 19,2010,
which settled claims for franchise tax refunds for the 1997,
1998 and 1999 tax years;
(B) an overpayment approved by the FTB for the taxable year
ending in December 1998 in the amount of $36,226,073,
excluding applicable interest, resulting from the filing of
amended returns primarily to report federal audit
adjustments. This amount includes a $476,644 refund
previously agreed to by the FTB and Tribune in the 2010 FTB
Settlement; and
(C) refunds for the taxable years ending in December 2000 and
December 2001 in the aggregate amount of $411,521 pursuant to
a settlement agreement between the FTB and KTLA, Inc.,
California Community News Corporation and Tribune dated
February 3, 2009, which settled claims for franchise tax
refunds for the 2000 and 2001 tax years.
Each of the 2009 FTB Settlement and the 2010 FTB Settlement
provided that the FTB would be entitled to retain the refunds as
tax deposits pending the outcome of the audits for the 2002-2007
Tax Years so that the FTB could exercise any setoff rights if
necessary. The Taxpayers and the FTB have agreed that the FTB
will refund the remaining Overpayments, plus applicable interest,
after the FTB offsets the Tax Liability and amends the California
Tax Claims. The FTB will amend the California Tax Claims to take
into account the 2011 FTB Settlement, which will reduce the
California Tax Claims by over $57 million.
A full-text copy of the 2011 FTB Settlement is available for free
at http://bankrupt.com/misc/Tribune_2011FTBSettlement.pdf
The Court further authorized the Debtors to offset the Tax
Liability against the Overpayments held by the FTB in accordance
with 2011 FTB Settlement.
Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A, in Wilmington, Delaware, averred that absent the
resolution afforded by the 2011 FTB Settlement, the FTB and the
Taxpayers either would be forced to continue to litigate the
merits of the California Tax Claims for the 2002-2007 Tax Years
or the Taxpayers would be forced to accept the tax liability
asserted in the NPAs. Litigating the claims, he argued, would be
costly, time-consuming, and disruptive to the Debtors, while
providing an uncertain outcome that is unlikely to reduce further
by a material amount the Taxpayers' tax liability for the 2002-
2007 Tax Years. In contrast, resolving the California Tax Claims
for the 2002-2007 Tax Years is a prerequisite to obtaining a
refund of over $34 million from the FTB because the FTB has held
the Overpayments as a tax deposit pending the resolution of the
tax liability for the 2002-2007 Tax Years, he insisted.
The Court entered the order after a certification of no objection
was filed.
About Tribune Co.
Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008. The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts. Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors. AlixPartners LLP is the Committee's
financial advisor. Landis Rath Moelis & Company serves as the
Committee's investment banker. Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.
Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News. The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TTC PLAZA: Hires Vista Brokerage as Real Estate Agent
-----------------------------------------------------
TTC Plaza L.P. asks permission from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Dennis N. Johnson of
Vista Brokerage Services, Inc., as real estate agent of the estate
in the Chapter 11 proceeding and to pay his commission at the
closing of the sale of the property.
Upon retention, the firm will, among other things:
a. determine the market value of the property,
b. list the property for sale, and
c. market the property.
Mr. Johnson will be compensated at the closing of the sale in an
amount equal up to 4% of the sale price.
The Debtor attests that the firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.
About TTC Plaza L.P.
TTC Plaza L.P. filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-38381) on Oct. 3, 2011, before Judge Marvin Isgur.
Jack Nicholas Fuerst, Esq., in Houston, Texas, represents the
Debtor. The Debtor scheduled assets of $12,016,768 and
liabilities of $5,312,263. The petition was signed by William Wu,
managing partner.
TXU CORP: Bank Debt Trades at 34% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 66.15 cents-on-the-dollar during the week
ended Friday, Nov. 25, 2011, a drop of 2.08 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal. The Company pays 450
basis points above LIBOR to borrow under the facility. The bank
loan matures on Oct. 10, 2017, and carries Moody's 'B2' rating and
Standard & Poor's 'CCC' rating. The loan is one of the biggest
gainers and losers among 114 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas. The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth. EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly reporton Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.
The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.
The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.
* * *
In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is
stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.
At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius. EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.
UNITED CONTINENTAL: Gives 4Q/Full Year 2011 Projections
-------------------------------------------------------
United Continental Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on October 27, 2011, an investor update
providing forward-looking information for the fourth quarter and
full year 2011.
United Continental Vice President and Controller Chris Kenny
related that all year-over-year comparisons in the Oct. 27
Investor Update are based on the pro-forma combined company
financial statements previously published in United Continental's
investor updates in November 2010, December 2010, April 2011,
June 2011, July 2011 and September 2011.
Capacity
The Company estimates its fourth quarter 2011 combined
consolidated domestic available seat miles to decrease between
4.6% and 5.6% and combined consolidated international ASMs to be
down 0.8% to up 0.2% for a combined consolidated system ASMs
decrease between 2.6% and 3.6% as compared to the same period in
the prior year. For the full year, the Company estimates its
combined consolidated system ASMs to be down 0.3% to 0.5%, with
combined consolidated domestic ASMs down 2.2% to 2.5% and
combined international ASMs up 2.2% to 2.4% versus 2010.
Non-Fuel Expense Guidance
The Company expects fourth quarter consolidated cost per ASM
(CASM), excluding fuel, profit sharing, certain accounting
charges and merger-related expenses to be up 1.5% to 2.5%,
modestly higher than prior fourth quarter cost guidance due to
higher year-end liability true-ups driven by historically low
treasury rates. For the full year, the Company expects CASM,
excluding fuel, profit sharing, certain accounting charges and
merger-related expenses to be up 2.0% to 2.3%.
Fuel Expense
The Company estimates its consolidated fuel price, including the
impact of settled cash hedges, to be $3.15 per gallon for the
fourth quarter and $3.05 per gallon for the full year based on
the forward curve as of Oct. 20, 2011.
Non-Operating Income/(Expense)
The Company estimates fourth quarter non-operating expense to be
between $205 million and $225 million. For the full year, the
Company estimates non-operating expense to be between $995
million and $1,015 million. Non-operating income/(expense)
includes interest expense, capitalized interest, interest income
and other non-operating income/(expense).
Profit Sharing and Stock Based Compensation
The Company pays 15% of total GAAP pre-tax profits, excluding
special items and stock compensation program expense, as profit
sharing to employees when pre-tax profit, excluding special
items, profit sharing expense and stock compensation program
expense, exceeds $10 million. Profit sharing expense is accrued
on a year-to-date basis, and $242 million has been accrued
through the third quarter of 2011. Stock compensation expense
for the purposes of the profit sharing calculation is estimated
to be $10 million in the fourth quarter and $37 million for the
full year 2011.
Capital Expenditures and Scheduled Debt
and Capital Lease Payments
In the fourth quarter, the Company expects approximately $300
million of gross and net capital expenditures excluding purchase
deposits of $12 million, Mr. Kenny stated. For the full year,
excluding approximately $134 million of purchase deposits, the
Company expects approximately $940 million of gross capital
expenditures and $810 million net capital expenditures, he added.
Scheduled debt and capital lease payments for the fourth quarter
are estimated to be $0.4 billion, according to Mr. Kenny. For
the full year, scheduled debt and capital leases are estimated to
be $2.2 billion. Including all debt pre-payments year-to-date,
the Company expects debt and capital lease payments of $2.5
billion in 2011, he said.
Pension Expense and Contributions
The Company estimates that its non-cash pension expense for the
combined company will be approximately $100 million for 2011.
This amount excludes non-cash settlement charges related to lump-
sum distributions, Mr. Kenny explained. The Company made $31
million of cash contributions to its tax-qualified defined
benefit pension plans in September and $31 million of cash
contributions in October for a total of $166 million in year-to-
date contributions, he disclosed. He noted that the Company has
exceeded its minimum tax-qualified pension funding requirement
for calendar year 2011 and does not expect additional funding in
2011.
Taxes
The Company currently expects to record minimal cash taxes in
2011.
Advance Booked Seat Factor
(Percentage of Available Seats that are Sold)
Compared to the same period last year, for the next six weeks,
mainline domestic advance booked seat factor is up 3.2 points,
mainline international advance booked seat factor is down 0.5
points, mainline Atlantic advance booked seat factor is down 0.6
points, mainline Pacific advance booked seat factor is down 4.4
points and mainline Latin America advance booked seat factor is
up 2.9 points. Regional advance booked seat factor is up 1.4
points.
Fuel Price Sensitivity
The Company's estimated settled hedge impacts at various crude
oil prices, based on the hedge portfolio as of October 21, 2011:
Cash Settled
Crude Oil Price Hedge Impact 1Q11 2Q11 3Q11 4Q11 FY11
--------------- ------------ ---- ---- ---- ---- ----
$100 per Barrel Fuel Price
Excluding
Hedge ($/gal) $2.94 $3.38 $3.24 $3.35 $3.23
Increase/
(Decrease) to
Fuel Expense
($/gal) ($0.16)($0.27)($0.08)($0.03)($0.14)
$95 per Barrel Fuel Price
Excluding
Hedge
($/gal) $2.94 $3.38 $3.24 $3.27 $3.21
Increase/
(Decrease) to
Fuel Expense
($/gal) $0.16 ($0.27)($0.08)($0.01)($0.13)
$90 per Barrel Fuel Price
Excluding
Hedge
($/gal) $2.94 $3.38 $3.24 $3.19 $3.20
Increase/
(Decrease) to
Fuel Expense
($/gal) ($0.16)($0.27)($0.08) $0.01 ($0.13)
$86.11 per Fuel Price
Barrel Excluding
Hedge
($/gal) $2.94 $3.38 $3.24 $3.13 $3.18
Increase/
(Decrease) to
Fuel Expense
($/gal) ($0.16)($0.27)($0.08) $0.02 ($0.12)
$80 per Barrel Fuel Price
Excluding
Hedge
($/gal) $2.94 $3.38 $3.24 $3.03 $3.16
Increase/
(Decrease) to
Fuel Expense
($/gal) ($0.16)($0.27)($0.08) $0.04 ($0.12)
$75 per Barrel Fuel Price
Excluding Hedge
($/gal) $2.94 $3.38 $3.24 $2.96 $3.14
Increase/
(Decrease) to
Fuel Expense
($/gal) ($0.16)($0.27)($0.08) $0.05 ($0.12)
$70 per Barrel Fuel Price
Excluding
Hedge
($/gal) $2.94 $3.38 $3.24 $2.88 $3.12
Increase/
(Decrease) to
Fuel Expense
($/gal) ($0.16)($0.27)($0.08) $0.07 ($0.11)
A full-text copy of the Oct. 27 Investor Update is available for
free at http://ResearchArchives.com/t/s?773b
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world. For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com. For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.
UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 . James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006. The Company emerged from bankruptcy
on Feb. 1, 2006.
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.
Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010. In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.
UNITED CONTINENTAL: Expects 2012 Consolidated Capacity To Be Flat
-----------------------------------------------------------------
United Continental Holdings, Inc. expects the merged airline's
2012 consolidated capacity to be flat, according to United
Continental Inc. Senior Vice President for Finance and Treasurer
Gerald Laderman at the Deutsche Bank 2011 Leveraged Finance
Conference on October 12, 2011.
In response, United is thus reducing domestic capacity while
growing international capacity, according to Mr. Laderman.
Notwithstanding this projection, he noted that United is
generating industry leading results in terms of revenue, pre-tax
margin and liquidity. United is committed to strengthening its
balance sheet, according to the office. Since closing the merger
on October 1, 2010, United made $2.4 billion of debt and capital
lease payments. It also prepaid more than $480 million of debt.
United also recorded $1.8 billion of unencumbered assets, half of
which are Section 1110 aircraft. United expects to make $1.5
billion of scheduled debt payments in 2012.
United is focused on generating returns that exceed its cost of
capital over the business cycle, according to Mr. Laderman. He
related that flexible fleet permits adjustments for fuel prices.
He disclosed that United expects delivery of five B787 Dreamliner
aircraft in 2012. The Company also plans to install EconomyPlus
on Continental aircraft in 2012 and overall improvement of its
aircraft, he added.
As to its labor segments, United continues to be in joint
negotiations with the pilots group, Mr. Laderman said. United
has upcoming joint negotiations with each of the flight
attendants, mechanics and ramp agents, he noted. Specifically,
United is in agreement with flights attendants at Continental and
in negotiations with flight attendants at United Airlines, he
disclosed. As to passenger service agents, the International
Association of Machinists' request to represent passenger service
agents at United and Continental remains pending. Passenger
service agents at Continental also did not require bargaining
while passenger service agents are in negotiations with United,
he said.
Mr. Laderman said merger is progressing and on track to achieve
25% of synergies in 2011. In fact, United has captured more than
$130 million in synergies year-to-date. United is also on track
to achieve 25% of $1 billion to $1.2 billion run rate synergies
in 2011, he said. United also expects to obtain a single
operating certificate from the Federal Aviation Administration by
end of 2011. He believes that the single operating certificate
will enable United to market and sell all flights with single
code, and to jointly operate once joint collective bargaining
agreements are in place. United further expects to have a
consolidated passenger service system by first quarter of 2012.
A full-text copy of the presentation slides is accessible for
free at: http://ResearchArchives.com/t/s?7737
* * *
United Continental Chief Executive Officer Jeffery Smisek said
the Company is not seeing signs of an imminent recession in its
travel bookings even as the U.S. and other major economies
grapple with a troubling economic outlook, Reuters reported.
"We are not seeing in it our bookings. We're not seeing it in
our business travel at this point. But certainly it could
happen," Mr. Smisek was quoted at an event hosted by the
Executives' Club of Chicago as saying by Reuters.
In fact, United Continental is prepared to be nimble and
responsive to weaker demand, the CEO said, the report relayed.
"If we have demand drop off because of economic developments, we
will take capacity out," Mr. Smisek added.
Caldwell Resigns as Director
United Continental Holdings, Inc. informed the U.S. Securities
and Exchange Commission on September 30, 2011, that on
September 28, 2011, Kirbyjon H. Caldwell resigned from the
Company's board of directors, effectively immediately.
Mr. Caldwell has confirmed to the Company's Board that the
reasons for his resignation are personal.
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world. For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com. For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.
UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 . James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006. The Company emerged from bankruptcy
on Feb. 1, 2006.
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.
Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010. In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.
UNITED CONTINENTAL: Amends 2010 Annual Report
---------------------------------------------
United Continental Holdings, Inc. filed with the U.S. Securities
and Exchange Commission on October 28, 2011, an amendment to the
annual report on Form 10-K for the year ended December 31, 2010,
as filed on February 22.
The amendment is being filed for the sole purpose of revising
Item 9A. Controls and Procedures to include management's report
on internal control over financial reporting for United
Continental in response to a comment received from the SEC. This
report was inadvertently omitted from the original filing, says
United Continental.
Specifically, during the three months ended December 31, 2010,
there was no change in United Continental's, United Air Lines,
Inc., or Continental Airlines, Inc.'s internal control over
financial reporting during their most recent fiscal quarter that
materially affected, or is reasonably likely to materially
affect, their internal control over financial reporting.
Moreover, on October 1, 2010, UAL Corp. and Continental completed
the Merger transaction. They are currently integrating policies,
processes, people, technology and operations for the combined
company. Management will continue to evaluate United
Continental's internal control over financial reporting as it
executes Merger integration activities.
United Continental clarifies that this amendment does not attempt
to modify or update the disclosures contained in any other items
set forth in the original filing. United Continental also
included as exhibits to the Amendment currently-dated
certifications from the Chief Executive Officer and Chief
Financial Officer of each of the Company, United and Continental.
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world. For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com. For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.
UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 . James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006. The Company emerged from bankruptcy
on Feb. 1, 2006.
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.
Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010. In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.
UNITED CONTINENTAL: UAL Pilots Fail to Delay Operating Protocol
---------------------------------------------------------------
Judge Sterling Johnson Jr. of the U.S. District Court for the
Eastern District of New York rejected the request of United Air
Lines, Inc.'s pilots to postpone the revised operating procedures
being put in place after the merger that created United
Continental Holdings, Inc., Mary Jane Credeur and Thom Weidlich
of Bloomberg News reported.
The federal judge opined that the pilots failed to show that the
Federal Aviation Administration-authorized training would put the
public at risk, warranting a temporary restraining order,
according to the report.
The Air Lines Pilots Association at United said in a
September 26, 2011 complaint called the training levels and the
timeline to effectuate new steps for tasks like taxiing and
landing "inadequate," Bloomberg relayed. United Continental
commented that the pilots filed the lawsuit to gain leverage in
contract talks, the report noted.
"In light of the FAA's regulatory authority and ongoing oversight
of all phases of the United and Continental merger, the court has
no choice but to deem the increased risk to safety ALPA alleges
as being too 'remote and speculative' to lift the union's TRO
application off the ground," Judge Johnson wrote in a Sept. 29
decision, Bloomberg quoted.
In recent developments, Capt. Jay Heppner was elected chairman of
the United Master Executive Council of the ALPA, according to an
October 18, 2011 public statement. "This election is about our
new contract," Mr. Heppner acknowledged. "There are assuredly
other issues that need to be resolved in parallel, but none so
critical as our Joint Collective Bargaining Agreement," Mr.
Heppner said. Mr. Heppner and the newly elected officers of the
United MEC-ALPA will begin their two-year terms on January 1,
2012.
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world. For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com. For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.
UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 . James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006. The Company emerged from bankruptcy
on Feb. 1, 2006.
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.
Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010. In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.
VITRO SAB: Unit Wins Protection as Judge Cites Possible Fraud
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Vitro SAB subsidiary was given protection from
creditors in the U.S. as the result of a three-page opinion on
Nov. 23 by U.S. Bankruptcy Judge Harlin Hale in Dallas.
Mr. Rochelle relates that Vitro Packaging de Mexico SA de CV filed
under Chapter 15 in June, asking the U.S. court eventually to
enforce whatever reorganization a court in Mexico approves.
Holders of some of Vitro's $1.2 billion in defaulted bonds opposed
Chapter 15 protection.
Judge Hale, the report notes, noted in his opinion how substantial
assets were transferred to Vitro Packaging in 2009. Although a
Vitro witness said the transfer was made for tax reasons, Hale
said "his story is not supported by a shred of other evidence."
The report relates that according to Judge Hale, the creditors
said there were "plenty of badges of fraud," including transfers
to affiliates made in secrecy after default on the bonds.
Judge Hale, according to the report, said the decision to provide
creditor protection in the U.S. isn't affected by whether Vitro
Packaging received fraudulently transferred assets because it was
not "manifestly contrary to the public policy of the U.S." Hale
said an "appropriate court" will later decide if there was fraud.
Whether Vitro Packaging is entitled to Chapter 15 protection,
according to Judge Hale, turns on the fact that the company had
its assets and management in Mexico, Bloomberg relates.
Judge Hale's decision that Mexico is home to the "foreign main
proceeding" automatically stops creditor actions in the U.S.
Chapter 15 protection also gives Hale the ability to enforce
whatever decision the Mexican court reaches in the bankruptcy
abroad.
The new Chapter 15 case is Vitro Packaging de Mexico SA de
CV, 11-34224, U.S. Bankruptcy Court, Northern District Texas
(Dallas).
About Vitro SAB
Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.
Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).
Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders. The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States. Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
Concurso Mercantil & Chapter 15 Proceedings
Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.
Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings. The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed. Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.
On April 12, 2011, an appellate court in Mexico reinstated the
reorganization. Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).
The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court in
Monterrey. The approval vote was evidently obtained using claims
of affiliates. The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full. Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors'
claims.
In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.
Chapter 11 Proceedings
A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P. Together, they held US$75 million, or
approximately 6% of the outstanding bond debt. The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.
Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.
A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer. The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro. The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.
The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No.10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).
A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries. On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11. The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.
Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al. Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel. Blackstone Advisory Partners L.P. serves
as financial advisor to the Committee.
The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.
VM ASC: Directed to File Amended Plan and Disclosure Statement
--------------------------------------------------------------
United States Bankruptcy Judge Jeffrey A. Deller has directed VM
ASC, Partnership, to file an amended Chapter 11 Plan and amended
disclosure statement by no later than Nov. 27, 2011. Once filed,
the U.S. Bankruptcy Court for the Western District of Pennsylvania
will schedule a hearing on the amended disclosure statement.
About VM ASC Partnership
Altoona, Pennsylvania-based VM ASC, Partnership, owns commercial
real property located at 1650 N. Atherton Street in State College,
Pennsylvania. The real property has an approximate fair market
value of $11,000,000.00. VM ASC leases portions of its real
estate to Best Buy and Staples.
The Company filed for Chapter 11 bankruptcy protection on Nov. 12,
2010 (Bankr. W.D. Pa. Case No. 10-71330). Robert O. Lampl, Esq.,
who has an office in Pittsburgh, Pennsylvania, serves as the
Debtor's bankruptcy counsel. The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.
Affiliates 200 East Plank Road, L.P. (Bankr. W.D. Pa. 10-70679),
et al., filed separate Chapter 11 petitions.
WATERSONG APARTMENT: Plan Outline Hearing Rescheduled to Jan. 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on Jan. 5, 2012, at 11:00 a.m., to consider
adequacy of the Disclosure Statement explaining Watersong
Apartment , L.P.'s Original Plan of Reorganization.
The Court terminated the hearing dated Nov. 3, 2011.
As reported in Troubled Company Reporter on July 26, 2011, the
Plan is an "earn-out" Plan. The Plan Proponent seeks to
accomplish payments under the Plan by making periodic payments or
lump sum payments, depending on the class, to the holders of
allowed claims from 1) funds available on the Effective Date; 2)
post Plan confirmation earnings of the Plan Proponents. The
Effective Date of the proposed Plan is 11 days after the entry of
an order by the Bankruptcy Court confirming the Plan.
One West Bank FSB's Class 2 secured claim of $10,400,000
principal, plus arrearges will be paid in full through the sales
of the Watersong Condominiums, after upgrades.
Class 3 unsecured claims are composed of the unsecured portion of
the One West Claim of approximately $2,300,000 under Class 3a, and
the allowed general unsecured claims of approximately $5,052,000
under Class 3b.
Upon the full payment of the One West Allowed Secured Claim, then
the Net Cash Flow payments and the applicable Release Payments
will be paid to One West on account of the One West Guaranteed
Unsecured Claim, until said claim is paid in full. All payments
of the Net Cash Flow Payment will be applied to the principal
amount of the One West Guaranteed Unsecured Claim.
Members of Class 3b will receive a total of 50% of their allowed
claims. A payment of $50,000 will be made to Class 3b from the
New Value Contribution, within 30 days of the Effective Date.
This payment will be paid to the holders of allowed Class 3b
Claims on a pro rata basis. A payment from the sale of the
Watersong Condominiums, after full payment is made to Class 3a,
from the sale of each unit, until the full amount due to this
class is paid.
All Existing Partnership Interests in Class 4 will be canceled.
The members of Class 4 will contribute a total of $100,000 in new
value to the Debtors-in-Possession (the "New Value Contribution"),
which will be used by the Debtor-in-Possession to carry out the
provisions of the Plan. Those members of Class 4 who contribute
to the New Value Contribution will receive, as of the Effective
Date, new partnership interests in the Reorganized Debtor in an
amount equal to the percentage that their contribution represent
to the entire New Value Contribution.
A copy of the disclosure statement is available at:
http://bankrupt.com/misc/watersongapartments.DS.pdf
About Watersong Apartments, L.P
Heaadquartered in Solana Beach, California, Watersong Apartments,
L.P., owns and operates the Watersong Condominiums, 250 separately
registered, titled and separately saleable condominium units with
separate addresses, including 14645 Las Flores Drive, Dallas,
Texas 75254, with separate parcel numbers and legal descriptions.
The partnership filed for Chapter 11 bankruptcy protection on
April 2, 2011 (Bankr. S.D. Calif. Case No. 11-05632). Bankruptcy
Judge Louise DeCarl Adler presides over the case. David M.
Reeder, Esq., at Reeder Law Corporation, in Los Angeles,
represents the Debtor as counsel. In its schedules, the Debtor
disclosed assets of $10,204,930 and liabilities of $15,451,642 as
of the petition date.
The United States Trustee said that a committee under 11 U.S.C.
SEC. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Watersong Apartments,
L.P. have expressed interest in serving on a committee.
WINDRUSH SCHOOL: Mediation Session Resumes Today
------------------------------------------------
Charles Buress at BeniciaPatch reports that a mediation session
between Windrush School and its creditors is set for Nov. 29,
2011, at 9:30 a.m., Room 220, 1300 Clay Street in Oakland,
California.
According to the report, last week, a mediation with U.S.
Bankruptcy Judge William Lafferty failed to break the impasse
between the two parties.
Representatives of the two sides met last week but did not achieve
a resolution, according to the school's board. The board outlined
three "scenarios" for what could happen next:
1. The school and Wells Fargo agree to the proposed settlement,
whose broad outlines included dismissing the bankrupty case,
turning the school over to the creditors and allowing the
school to continue operating for at least the rest of this
school year.
2. If a settlement is not reached by Tuesday's hearing, the
current U.S. Bankruptcy Court proceedings would continue,
keeping the school's hopes alive of remaining under
bankruptcy shelter. The school is under interim temporary
bankruptcy protection pending a court ruling and must
convince the court that it has a viable plan for sustainable
future operations.
3. If the first or second scenario are not attainable, then the
school would be obliged to shut down, the board said. The
board statement did not give an exact date, except to say
the school would "need to ask the Court to approve a wind-
down cash collateral through January 30, 2012."
The report says, if the school can realize the first or second
scenario -- and receive the funds pledged in the emergency fund-
raising drive and continued tuition payments -- the school would
have the opportunity to pursue a revised academic plan called
"Windrush 2.0," the board said.
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.
W.R. GRACE: Wins Nod to Hike OCP Expenses Cap to $1.6-Mil.
----------------------------------------------------------
W.R. Grace & Co. and its affiliates sought and obtained amended
orders granting them authority to employ ordinary course
professionals to (i) increase the total expenditure cap to
$1,600,000, and (ii) continue to permit certain OCPs to exceed the
$50,000 monthly OCP cap from time to time as appropriate and seek
compensation for fees and expenses in excess thereof.
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that due to the length of the
Chapter 11 cases, the Total Expenditure Cap was increased a few
times and to $1,200,000 by the Court's September 24, 2007 Order.
Contemplating that further increases in the Total Expenditure Cap
may become necessary, each of the orders provided that they "shall
be without prejudice to the Debtors' rights to seek additional
increases to the amounts they are authorized to pay Ordinary
Course Professionals in the future . . ."
Ms. Jones tells the Court that presently, it is unclear when the
appeals from the order confirming the Debtors' Plan of
Reorganization will be resolved, whether further appeals will be
taken and when the effective date under the Plan will occur,
thereby allowing the Debtors to exit Chapter 11. In the meantime,
due to the further passage of time, several more of the Debtors'
OCPs have total expenditures that may exceed the Total Expenditure
Cap in the near future, she says.
Hence, the Debtors seek an increase in the Total Expenditure Cap
and also seek permission for OCPs, when appropriate, to ask for
fees and expenses that exceed the $50,000 Monthly Cap.
The uninterrupted continuing services of the OCPs are vital to the
Debtors' continued operations, Ms. Jones contends. She adds that
the operations of the Debtors' businesses and these Chapter 11
Cases would be hindered if the OCPs were either unable to be paid
for their services, or required to submit to the Court formal
applications for employment as professionals and subsequent
monthly and quarterly fee applications for all fees and expenses
billed.
In another request, the Debtors ask the Clerk of the Court to
change the filing date of the Motion to Amend to October 18, 2011.
On October 17, 2011, the electronic court filing system for the
Court was down and would not accept an electronic filing of the
Motion to Amend, and consequently, the motion was manually filed
at the Court on that day, Ms. Jones explains.
About W.R. Grace & Co.
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.
The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative. The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims. Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: Reports 3rd Quarter Clams Settlement
------------------------------------------------
W.R. Grace and its affiliates report that they settled claims with
settled amounts that equal or exceed $50,000 but do not exceed
$1,000,000, for the period from July 1, 2011, through September
30, 2011, pursuant to three settlement agreements:
* a claim settlement notice for Claim Nos. 8378, 8379 and 8380
for the settlement of breach of contract, fraud, unfair
trade practices and indemnification claims of former Grace
vermiculite customer. Settlement amount is $190,000;
* a settlement in the lawsuit captioned Delphi Corporation vs.
Grace Davison, Adv. Proc. No. 07-0235 (Bankr. S. D. N.Y.).
The action seeks to avoid and recover $1,046,440 in
preferential transfers pursuant to Sections 547 and 550 of
the Bankruptcy Code. The action was settled for $300,000;
and
* a settlement in the lawsuit captioned USA and State of
Georgia v. Airgas Carbonic, Inc., et al., including Grace.
The settlement relates to an alternate energy resources site
located in Augusta, Georgia, and allows a prepetition de
minimis claim for $503 to the U.S. Environmental Protection
Agency and $15 to Georgia.
About W.R. Grace & Co.
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.
The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative. The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims. Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: Garlock Appeals Denial to Access Asbestos Docs
----------------------------------------------------------
In Garlock Sealing Technologies LLC's appeal from the order
denying its motion for access, motion to intervene and motion to
reopen, Garlock wants the U.S. District Court for the District of
Delaware to determine whether the U.S. Bankruptcy Court for the
District of Delaware erred:
(1) in denying Garlock access to exhibits to statements under
Rule 2019 of the Federal Rules of Bankruptcy Procedure
filed in the bankruptcy cases of W.R. Grace & Co. and its
debtor affiliates by law firms representing asbestos
personal injury claimants, when those Rule 2019 Exhibits
are merely held by the Clerk of Court and have never been
formally sealed from public access. The Rule 2019
Exhibits contain, among other things, the names of
asbestos personal injury creditors represented by the law
firms in the twelve bankruptcy cases;
(2) in holding that Garlock was required to intervene in the
bankruptcy cases to obtain access to the Rule 2019
Exhibits;
(3) in finding that Garlock does not have standing, either as
a member of the public or as a party-in-interest, to
intervene in the Grace bankruptcy cases to obtain access
to these judicial records;
(4) by finding that Garlock would need to reopen the closed
bankruptcy cases in order to obtain judicial records that
are admittedly retained in the Bankruptcy Court's files;
and
(5) by refusing to reopen the closed bankruptcy cases for the
limited purpose of permitting Garlock access to these
judicial records.
Garlock also filed with the Bankruptcy Court lists of items to be
included in the record on appeal, which include orders, opinions,
judgments and decrees entered by Judge Judith K. Fitzgerald, and
other relevant court documents. A copy of Garlock's filing is
available for free at:
http://bankrupt.com/misc/WRGrace_GarlockAppeal_Issues.pdf
As reported in the Oct. 12, 2011 edition of the TCR, Bankruptcy
Judge Judith K. Fitzgerald in a sweeping decision denied all three
motions by Garlock Sealing Technologies, Inc., to access
statements filed under Fed.R.Bankr.P. 2019 in 12 asbestos-related
bankruptcy cases and motions to intervene in each of those cases.
Judge Fitzgerald also denied Garlock's request to reopen those
cases that are closed. The judge said Garlock is not entitled to
intervene in those cases or access the 2019 statements at this
time. It is also not appropriate to reopen the cases that are
closed.
About W.R. Grace & Co.
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.
The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative. The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims. Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
WYSTERIA LLC: Section 341(a) Meeting Scheduled for Dec. 27
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
of Wysteria, LLC, on Dec. 27, 2011, at 9:00 a.m. at San Francisco
U.S. Trustee Office. Proofs of claim are due by March 26, 2012.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Wysteria, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-34171) on Nov. 18, 2011. The Company estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million. The petition was signed by Stephen H. Kendrick,
as manager. Judge Dennis Montali presides the case.
The Debtor is represented by:
Joel K. Belway, Esq.
LAW OFFICES OF JOEL K. BELWAY
235 Montgomery St. #668
San Francisco, CA 94104
Tel: (415) 788-1702
E-mail: belwaypc@pacbell.net
* Properly Drafted Trust Assets Exempt in Bankruptcy
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a husband and wife jointly contributed $360,000
to a spendthrift trust originally created by the wife, the
husband's creditors couldn't reach the funds when the husband
filed bankruptcy, U.S. District Judge Paul A. Magnuson from
Orlando, Florida, ruled on Nov. 15 in reversing the bankruptcy
court.
According to the report, the wife, as settlor of the trust,
retained sole authority to terminate the trust or withdraw assets.
Because the husband didn't have those rights, the trust couldn't
be considered a self-settled trust even though the husband could
have been a beneficiary of the trust.
The report relates that since the husband was not a settlor of the
trust, Magnuson ruled that the assets in the trust, including the
$360,000 the husband contributed in part, were exempt assets in
the husband's bankruptcy.
Judge Magnuson, the report relates, cited comments to the uniform
law on trusts saying that a family member donating assets to a
trust revocable by another family member shouldn't be considered
as one of the trust's settlors.
The case is Quaid v. Baybrook Home of Polk County LLC (In re
Quaid), 11-0280, U.S. District Court, Middle District Florida
(Orlando).
* Notice Required Before Appointing Trustee Sua Sponte
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Nathaniel M. Gorton from Boston
ruled on Nov. 17 it was improper for the bankruptcy judge to
appoint a Chapter 11 trustee "with virtually no notice to the
debtors,"
The report relates that the bankruptcy judge had summoned the
parties to court for a status conference. When the company's
lawyer wasn't sure about the need for court authorization to use
cash collateral, the judge appointed a trustee after being told by
the U.S. Trustee that some filings in the case were late.
Judge Gorton, according to the report, said it was permissible for
a bankruptcy judge on his own to initiate a hearing for
appointment of a Chapter 11 trustee. Still, there must be "notice
and a hearing," as the rule requires. Judge Gorton said that
notice was "insufficient in the circumstances." If the bankruptcy
judge decides to appoint a trustee after conducting another
hearing, Gorton directed the judge to "state the reasons for such
appointment in detail."
The case is Allen v. King, 11-30219, U.S. Bankruptcy Court,
District of Massachusetts (Boston).
* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------- --------- --------
ABSOLUTE SOFTWRE ABT CN 120.2 (9.2) 2.7
ACCO BRANDS CORP ABD US 1,050.3 (32.6) 298.7
ALASKA COMM SYS ALSK US 608.6 (51.3) 15.0
AMC NETWORKS-A AMCX US 2,121.5 (1,065.5) 519.5
AMER AXLE & MFG AXL US 2,232.8 (373.3) 125.6
AMERISTAR CASINO ASCA US 2,039.6 (105.7) (50.8)
ANGIE'S LIST INC ANGI US 32.6 (38.9) (25.9)
ANOORAQ RESOURCE ARQ SJ 927.7 (148.7) 29.2
AUTOZONE INC AZO US 5,869.6 (1,254.2) (638.5)
BLUEKNIGHT ENERG BKEP US 320.8 (12.5) (69.9)
BLUESKY SYSTEMS BSKS US 0.1 (0.2) -
BOSTON PIZZA R-U BPF-U CN 146.9 (105.3) (2.0)
CABLEVISION SY-A CVC US 6,740.1 (5,525.9) (886.1)
CANADIAN SATEL-A XSR CN 174.4 (29.8) (55.9)
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CC MEDIA-A CCMO US 16,508.9 (7,456.0) 1,531.3
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHENIERE ENERGY CQP US 1,803.0 (524.1) 67.7
CHENIERE ENERGY LNG US 2,651.4 (446.9) (282.7)
CHOICE HOTELS CHH US 467.9 (14.4) 28.0
CLOROX CO CLX US 4,077.0 (76.0) (30.0)
CLOVIS ONCOLOGY CLVS US 26.4 (18.1) (19.2)
DEAN FOODS CO DF US 5,911.2 (58.1) 327.7
DENNY'S CORP DENN US 280.6 (95.5) (40.1)
DIGITAL DOMAIN M DDMG US 165.8 (81.6) (28.0)
DIRECTV-A DTV US 18,232.0 (2,471.0) 103.0
DOMINO'S PIZZA DPZ US 438.2 (1,221.0) 118.2
DUN & BRADSTREET DNB US 1,767.1 (567.8) (483.7)
FNB UNITED CORP FNBND US 1,643.9 (129.9) -
FRANCESCAS HOLDI FRAN US 69.7 (0.1) 22.8
FREESCALE SEMICO FSL US 3,596.0 (4,488.0) 1,386.0
GENCORP INC GY US 994.2 (143.4) 102.2
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GROUPON INC GRPN US 795.6 (15.6) (301.0)
HCA HOLDINGS INC HCA US 23,756.0 (9,062.0) 2,422.0
HUGHES TELEMATIC HUTCU US 94.0 (111.8) (39.0)
HUGHES TELEMATIC HUTC US 94.0 (111.8) (39.0)
IDENIX PHARM IDIX US 88.8 (2.3) 54.6
IMPERVA INC IMPV US 42.5 (6.6) (5.8)
INCYTE CORP INCY US 371.2 (181.0) 225.5
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 137.5 (34.8) (7.5)
JUST ENERGY GROU JE CN 1,584.2 (242.2) (215.6)
JUST ENERGY GROU JSTEF US 1,584.2 (242.2) (215.6)
LEVEL 3 COMM INC LVLT US 9,254.0 (523.0) 1,058.0
LIN TV CORP-CL A TVL US 815.8 (115.0) 56.6
LIZ CLAIBORNE LIZ US 1,144.0 (420.0) (97.3)
LORILLARD INC LO US 3,152.0 (1,174.0) 1,299.0
MAINSTREET EQUIT MEQ CN 475.2 (10.5) -
MANNING & NAPIER MN US 66.1 (184.6) -
MEAD JOHNSON MJN US 2,580.0 (144.8) 678.3
MEDIVATION INC MDVN US 188.3 (3.9) 89.4
MERITOR INC MTOR US 2,663.0 (961.0) 206.0
MONEYGRAM INTERN MGI US 5,000.3 (108.2) 33.9
MOODY'S CORP MCO US 2,521.3 (174.2) 525.1
MORGANS HOTEL GR MHGC US 480.8 (77.2) (4.1)
NATIONAL CINEMED NCMI US 807.9 (346.2) 56.6
NEXSTAR BROADC-A NXST US 582.7 (187.0) 26.2
NPS PHARM INC NPSP US 237.4 (38.6) 183.5
NYMOX PHARMACEUT NYMX US 6.5 (5.5) 3.3
OTELCO INC-IDS OTT-U CN 316.1 (10.1) 22.9
OTELCO INC-IDS OTT US 316.1 (10.1) 22.9
PALM INC PALM US 1,007.2 (6.2) 141.7
PDL BIOPHARMA IN PDLI US 270.5 (243.2) 44.6
PETROALGAE INC PALG US 8.3 (76.0) (77.4)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PRIMEDIA INC PRM US 208.0 (91.7) 3.6
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QLTY US 304.3 (105.9) 44.1
QWEST COMMUNICAT Q US 16,849.0 (1,560.0) (2,828.0)
RAPTOR PHARMACEU RPTP US 22.6 (4.1) (11.0)
REGAL ENTERTAI-A RGC US 2,262.0 (555.7) (25.8)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTECH NITROGEN RNF US 111.3 (79.5) (16.0)
REVLON INC-A REV US 1,081.7 (685.1) 148.6
RSC HOLDINGS INC RRR US 3,075.9 (50.7) (199.1)
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
SALLY BEAUTY HOL SBH US 1,728.6 (219.0) 419.1
SINCLAIR BROAD-A SBGI US 1,563.8 (125.4) 45.7
SINCLAIR BROAD-A SBTA GR 1,563.8 (125.4) 45.7
SMART TECHNOL-A SMA CN 514.9 (9.4) 171.8
SMART TECHNOL-A SMT US 514.9 (9.4) 171.8
SUN COMMUNITIES SUI US 1,328.6 (72.4) -
TAUBMAN CENTERS TCO US 2,518.2 (467.9) -
THERAVANCE THRX US 283.3 (59.2) 229.4
TOWN SPORTS INTE CLUB US 445.1 (3.2) (30.8)
UNISYS CORP UIS US 2,566.9 (594.5) 464.7
VECTOR GROUP LTD VGR US 931.0 (66.7) 252.6
VERISIGN INC VRSN US 1,657.7 (166.7) 724.5
VERISK ANALYTI-A VRSK US 1,379.9 (158.9) (234.2)
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WARNER MUSIC GRO WMG US 3,583.0 (289.0) (630.0)
WEIGHT WATCHERS WTW US 1,086.5 (470.5) (292.3)
*********
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 ***