/raid1/www/Hosts/bankrupt/TCR_Public/111206.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, December 6, 2011, Vol. 15, No. 338
Headlines
ADAMS OUTDOOR: Fitch Affirms Rating on $57-Mil. Notes at 'BBsf'
AGRISOLAR SOLUTIONS: Posts $954,900 Net Loss in Sept. 30 Quarter
ALLY FINANCIAL: Has Amendment No. 5 to Treasury Prospectus
ALLY FINANCIAL: FGIC Sues Ally Units Over Mortgage Securities
AMERICAN AIRLINES: Obtains Interim Stock for Trading Requirement
AMERICAN AIRLINES: Wins Approval to Pay Prepetition Wages
AMERICAN AIRLINES: Proposes to Pay $85MM to Critical Vendors
AMERICAN AIRLINES: Says Utilities Adequately Assured of Payment
AMERICAN AIRLINES: To Honor Customer Loyalty Programs
AMERICANWEST BANCORP: Former Advisor's Stays in Bankr. Court
ATRINSIC INC: Winding Down Support of Kazaa Subscription Business
BARNES BAY: Viceroy Anguilla Resort's Case Dismissed
BCT FEDERAL: Vision Federal Acquires Assets After Liquidation
BEACON POWER: Allowing All Employees to Gamble on Sale
BON-TON STORES: Moody's Affirms 'B3' Corporate Family Rating
BRAINY BRANDS: Habif Arogeti Resigns as Accountants
BRAY & JAMISON: Files Schedules of Assets and Liabilities
BRIDGEPORT CITY: Moody's Lowers Underlying Rating to 'Ba1'
C&M RUSSELL: Wants to Hire SulmeyerKupetz as Bankruptcy Counsel
CABI NEW RIVER: To Sell Prime Asset to A&C Builders for $11.75MM
CAESARS ENTERTAINMENT: Title Changes to Executive Officers Okayed
CARESTREAM HEALTH: Bank Debt Trades at 12% Off in Secondary Market
CENTRAL EUROPEAN: S&P Cuts Corporate Credit Rating to 'B-'
CENTRAL FALLS, R.I.: Chapter 9 Petition Approved
CHINA GREEN LIGHTING: Posts $364,300 Net Loss in 3rd Quarter
CLAIRE'S STORES: Files Form 10-Q, Posts $1.8MM Q3 Net Income
CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
CLARE AT WATER TOWER: Schedules Filing Deadline Moved to Dec. 30
CLAYTON PROFESSIONAL: Case Summary & 2 Largest Unsecured Creditors
CLEAR CHANNEL: Bank Debt Trades at 26% Off in Secondary Market
CLEARWIRE COMMS: Moody's Affirms 'Caa2', Gives Stable Outlook
CLEAVER-BROOKS: Moody's Affirms 'B2', Gives Negative Outlook
C.M.B. III: Court Dismisses Chapter 11 Reorganization Case
COMPREHENSIVE CARE: Clark Marcus Discloses 18.9% Equity Stake
COMPREHENSIVE CARE: Arnold Finestone Discloses 5.8% Equity Stake
CONTINENTAL JEWELRY: Closes Store After 30 Years
CORTOM LLC: Case Summary & 3 Largest Unsecured Creditors
COUGAR OIL: Posts C$1.7 Million Net Loss in Third Quarter
CRYSTAL CATHEDRAL: Pope Approves Diocese's Plan to Buy Building
CUMULUS MEDIA: Signs Employment Agreements with Six Executives
DALLAS STARS: Prepack Based on Sale to Gaglardi Now Effective
DEX MEDIA WEST: Bank Debt Trades at 42% Off in Secondary Market
DIAMOND A SPUR: Voluntary Chapter 11 Case Summary
DICKSON PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
DULCES ARBOR: U.S. Trustee Wants Case Dismissal or Conversion
DYNEGY INC: Debtors Files Reorganization Plan
EASTMAN KODAK: Sullivan & Cromwell Replaces Jones Day
ECO BUILDING: Posts $1.6 Million Net Loss in Sept. 30 Quarter
EMPRESAS BASTARD: Decides to Resume Chapter 11 Case
EMPRESAS BASTARD: Files Schedules of Assets and Liabilities
EMPRESAS BASTARD: Robert Millan Withdraws as Bankruptcy Counsel
EMPRESS BASTARD: Meeting of Creditors Continued Sine Die
EPICEPT CORP: Common Stock Delisted from NASDAQ
FILENE'S BASEMENT: Proposes to Auction Store Leases
FILENE'S BASEMENT: Seeks to Employ A&M as Restructuring Managers
FILENE'S BASEMENT: Proposes BDO USA as Accountants
FIRST COMMONWEALTH: Fitch Affirm 'BB+' Preferred Stock Rating
FISHER ISLAND: Wants James S. Feltman as Court's Expert
FORCE FUELS: Sadler Gibb Raises Going Concern Doubt
G&G MANAGEMENT: Voluntary Chapter 11 Case Summary
GETTY PETROLEUM: Files for Bankruptcy to Enhance Growth
GORBETT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
GOURMET KITCHENS: Taylor Wins Auction With $13.2MM Bid
GRACEWAY PHARMACEUTICALS: Medicis Acquires All Assets
GYMBOREE CORP: Bank Debt Trades at 10% Off in Secondary Market
HAMPTON ROADS: Jordan Slone Resigns as Class C Director
HARVEST OAKS: Directs Expert Appraisers to Recalculate Valuation
HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off in Secondary Market
HEALTH CARE, CULLMAN: Fitch Affirms $68-Million Bonds at 'BB+'
HEARTLAND INVESTORS: Case Summary & 15 Largest Unsecured Creditors
HIGH COUNTRY: Case Summary & 2 Largest Unsecured Creditors
HLB MORALES: Case Summary & 9 Largest Unsecured Creditors
HOSPITAL DAMAS: Special Counsel Changes Name to Jorge P. Sala Law
IDEAL FINANCIAL: Reports $2.4-Mil. Third Quarter Net Income
INFLATABLE INCORPORATED: Case Summary & Creditors List
INNER CITY MEDIA: Court Approves Rothschild as Financial Advisor
INT'L ENVIRONMENTAL: Seeks to Employ Cypress as Counsel
J.C. EVANS: Bankruptcy Halts Texas DOT Construction Project
JK HARRIS: CEO Plans to Access Money to Pay Off Debts
LEE ENTERPRISES: To Pursue Pre-Packaged Chapter 11 Next Week
LEVEL 3: STT Crossing Discloses 24.3% Equity Stake
LI-ON MOTORS: Madsen & Associates Raises Going Concern Doubt
LIONCREST TOWERS: Court Considers Request for Cash Use Today
MAJESTIC CASINO: Emerges From Chapter 11 Bankruptcy Protection
MAQ MANAGEMENT: Court Approves Fisher Auction as Auctioneer
MARCO POLO SEATRADE: Has New Schedules of Assets and Liabilities
MATCHES INC: Reports $2 Million Net Income in 2011 Third Quarter
MC2 CAPITAL: Case Summary & 20 Largest Unsecured Creditors
MELTING POT: Judge Approves Sale to TSSN Inc. for $1.38 Million
MERCER RUG: Gets Court Order to Auction Real Estate Assets
METROGAS SA: Posts ARS12.5MM Net Loss in 9 Months Ended Sept. 30
MF GLOBAL: Trustee Distributes 75,000 Customer Claim Notices
HLB MORALES: Case Summary & 9 Largest Unsecured Creditors
MOKYANG PRESBYTERIAN: Voluntary Chapter 11 Case Summary
MONTANA ELECTRIC: Former GM Blames City, Coop Members for Demise
MT. CARMEL: Case Summary & 2 Largest Unsecured Creditors
N & L REALTY: Files for Chapter 11 Bankruptcy Protection
N & L REALTY: Case Summary & 20 Largest Unsecured Creditors
NALCO COMPANY: Fitch Withdraws 'B+' Issuer Default Rating
NEONODE INC: Magnus Goertz Discloses 10.1% Equity Stake
NEVADA CANCER: Files for Bankruptcy as Part of Sale Plan
NEVADA CANCER: Voluntary Chapter 11 Case Summary
NEW SBARRO: Moody's Assigns 'Caa1' Corporate Family Rating
NEWPAGE CORP: Alvarez, Moelis Nixed as Creditor Professionals
NORTHAMPTON GENERATING: Files for Bankruptcy in North Carolina
NUTRA PHARMA: Posts $661,700 Net Loss in Third Quarter
OPEN RANGE: Shuts Down Operations, Cites Inability to Get Spectrum
OVERLAND STORAGE: Pinnacle Family Discloses 6.3% Equity Stake
PACIFIC DEVELOPMENT: Seeks to Employ Cushman as Appraiser
PALM BEACH: Moody's Affirms CFR at 'Ba1'; Outlook Stable
PELICAN ISLES: Reorganization Plan Intends to Fully Pay Creditors
PINE RIDGE: Voluntary Chapter 11 Case Summary
RCR PLUMBING: Court OKs Sidley as Labor and Employment Counsel
RCR PLUMBING: Committee Seeks to Retain Venable as Counsel
REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
RENAISSANCE BROADCASTING: Founder's Suit v. Obama Dismissed
RICA ENTERPRISES: Voluntary Chapter 11 Case Summary
RICHES-SINCLAIR: Voluntary Chapter 11 Case Summary
RIVER ROCK: To Amend & Restate Deposit Account Control Agreement
RLD INC: Files Schedules of Assets and Liabilities
ROCK POINTE: Voluntary Chapter 11 Case Summary
STATE FAIR OF VIRGINIA: Files for Ch. 11 Following Bond Default
SHELDRAKE LOFTS: Remediation Capital Wants Case Converted to Ch. 7
SHENGA INC: Files for Chapter 11 Bankruptcy Protection
SOLYNDRA LLC: Hires Auctioneers to Sell Core Assets
SOURCEGAS LLC: Moody's Raises Unsec. Debt Rating to Baa3 From Ba1
SOUTH BAY EXPRESSWAY: SANDAG Finalizing $344 Million Buyout
SP NEWSPRINT: Seeks to Employ Richard Layton as Co-Counsel
STATE FAIR: Case Summary & 20 Largest Unsecured Creditors
STATESBORO RENTAL: Case Summary & 3 Largest Unsecured Creditors
STYRON CORP: Bank Debt Trades at 14% Off in Secondary Market
TBS INTERNATIONAL: Banks Extend Forbearance Until Dec. 15
TEE INVESTMENT: Receiver Seeks to Retain Armstrong as Counsel
TIMBER POINT: Voluntary Chapter 11 Case Summary
TR SHADOW: Seeks to Hire Rutan & Tucker as Counsel
TRANS-LUX CORP: Glenn Angiolillo Resigns as Director
TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
TRIMURTHI HOTELS: Case Summary & 6 Largest Unsecured Creditors
TXU CORP: Bank Debt Trades at 35% Off in Secondary Market
UNIFI INC: Moody's Upgrades CFR to 'B2'; Outlook Stable
UNIVISION COMMS: Bank Debt Trades at 10% Off in Secondary Market
VENTO FAMILY: Files Amended Plan; To Pay Unsecureds in 5 Years
VERIFONE INC: Moody's Confirms 'Ba3' Corporate Family Rating
VEY FINANCE: Files Amended Schedules of Assets and Liabilities
VILLAGE AT CAMP BOWIE: Files 3rd Amendment to Full Payment Plan
WAGSTAFF MINNESOTA: Wants Until March 30 to Propose Ch. 11 Plan
WEGENER CORP: Incurs $1.4 Million Net Loss in Fiscal 2011
WEST CORP: Inks Securities Purchase Pact to Acquire HyperCube
WILLBROS UNITED: Moody's Affirms 'B3' Corporate Family Rating
WINDRUSH SCHOOL: Creditor Settlement Hits Snag
WOLF CREEK: Committee Taps Berkeley Research as Financial Advisors
YORKTOWNE RACQUET: Case Summary & 5 Largest Unsecured Creditors
YRC WORLDWIDE: Seven Directors Elected at Annual Meeting
ZANETT INC: ZCS Agrees to Sell $3 Million Assets to Tricore
* As Large Chapter 11s Decline, Borrowing Costs Rise
* Bankruptcy Courts OK to Rule on Fraudulent Transfers
* Changes to Federal Court Rules Effective Dec. 1
* Sullivan's Dietderich Earns Spot in Law360 Bankruptcy MVP
* Appellate Lawyer J. Carl Cecere Joins Hankinson LLP in Dallas
* Large Companies With Insolvent Balance Sheets
*********
ADAMS OUTDOOR: Fitch Affirms Rating on $57-Mil. Notes at 'BBsf'
---------------------------------------------------------------
Fitch affirms Adams Outdoor Advertising LP secured billboard
revenue notes, series 2010-1, as follows:
-- $251.3 million class A notes at 'Asf'; Outlook Stable;
-- $44 million class B notes at 'BBBsf'; Outlook Stable;
-- $57 million class C notes at 'BBsf'; Outlook Stable.
The transaction represents a securitization in the form of notes
backed by outdoor advertising structures, with over 10,000
billboard faces and other advertising displays.
The affirmations are due to the stable performance of the
collateral since issuance. The notes are secured by: a pledge of
the equity in the issuer, Adams Outdoor Advertising (AOA), which
owns the permits, billboard structures, ground leases, and
advertising contracts; and a lien on all of the assets of the
issuer. AOA focuses on maximizing profitability of the portfolio
through the most effective combination of occupancy and rate
levels.
As part of its review, Fitch analyzed the financial information
provided by the master servicer, Midland Loan Services. As of
November 2011, the reported trailing twelve month (TTM) net cash
flow and year over year occupancy levels have remained in line
with issuance.
Due to the scheduled amortization of the class A notes and the
stable performance of the pool, Fitch's calculated debt yield has
increased to 13.5% from 13.1% at issuance.
AGRISOLAR SOLUTIONS: Posts $954,900 Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
AgriSolar Solutions, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $954,922 on $1.4 million of revenue
for the three months ended Sept. 30, 2011, compared with net
income of $303,207 on $2.9 million of revenue for the three months
ended Sept. 30, 2010.
For the six months ended Sept. 30, 2011, the Company reported a
net loss of $570,804 on $6.9 million of revenue, compared with net
income of $271,746 on $5.8 million of revenue for the six months
ended Sept. 30, 2010.
The Company's balance sheet at Sept. 30, 2011, showed
$14.7 million in total assets, $9.6 million in total liabilities,
and stockholders' equity of $5.1 million.
As reported in the TCR on July 19, 2011, HKCMCPA Company Limited,
in Hong Kong, expressed substantial doubt about AgriSolar
Solutions' ability to continue as a going concern, following the
Company's results for the fiscal year ended March 31, 2011.
The independent auditors noted that the Company has suffered from
negative operating cash flows and accumulated deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/E6im45
Denver, Colorado-based AgriSolar Solutions, Inc., is principally
engaged in the design, manufacture, distribution and sales of
solar energy saving, insect killer and plastic products in the
People's Republic of China and overseas.
ALLY FINANCIAL: Has Amendment No. 5 to Treasury Prospectus
----------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission Amendment No. 5 to the Form S-1 registration statement
relating to the United States Department of the Treasury's
offering of an unspecified number of shares of common stock of the
Company. The Company will not receive any of the proceeds from
the sale of shares of common stock by the selling stockholder.
This is the Company's initial public offering and no public market
exists for the Company's shares. The Company anticipates that the
initial public offering price will be between $[ ] and
$[ ] per share. The Company has applied to list the common
stock on the New York Stock Exchange under the symbol "ALLY".
The selling stockholder has granted the underwriters the right to
purchase up to [ ] additional shares of common stock to cover
over-allotments, if any, at the public offering price, less the
underwriters' discount, within 30 days from the date of this
prospectus.
Concurrently with this offering, Treasury is also making a public
offering of [ ] tangible equity units issued by the Company.
Treasury has granted the underwriters of that offering the right
to purchase up to [ ] additional Units to cover over-
allotments, if any, at the public offering price of the Units,
less the underwriters' discount for the Units, within 30 days from
the date of the prospectus for the concurrent Units offering. The
closing of the offering of Units is conditioned upon the closing
of the offering of the Company's common stock, and the closing of
the offering of the Company's common stock is conditioned upon the
closing of the offering of Units.
A full-text copy of the amended prospectus is available for free
at http://is.gd/qjty4A
About Ally Financial
Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies. The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake. Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.
The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.
The Company's balance sheet at Sept. 30, 2011, showed $181.95
billion in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.
ResCap
According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support. Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern. Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.
Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy. At Sept. 30, 2011, Ally had $1.9 billion in secured
financing arrangements with ResCap of which $1.2 billion in loans
was utilized. At Sept. 30, 2011, the hedging arrangements were
fully collateralized. Amounts outstanding under the secured
financing and hedging arrangements fluctuate. If ResCap were to
file for bankruptcy, ResCap's repayments of its financing
facilities, including those with Ally, could be slower. In
addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company. It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims. In
addition, should ResCap file for bankruptcy, Ally's $331 million
investment related to ResCap's equity position would likely be
reduced to zero. If a ResCap bankruptcy were to occur and a
substantial amount of Ally's credit exposure is not repaid to the
Company, it could have an adverse impact on Ally's near-term net
income and capital position, but Ally does not believe it would
have a materially adverse impact on Ally's consolidated financial
position over the longer term.
* * *
As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'. The outlook on
both ratings is stable. "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne. They also settled a material portion of their
mortgage repurchase risk and have been profitable.
In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3. Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C. The rating outlook for both
Ally and ResCap is stable.
Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap. Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.
ALLY FINANCIAL: FGIC Sues Ally Units Over Mortgage Securities
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that insurer Financial Guaranty
Insurance Co. is suing several Ally Financial Inc. subsidiaries,
accusing the government-owned lender of lying about the quality of
mortgages it packaged into securities.
About Ally Financial
Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies. The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake. Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.
The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.
The Company's balance sheet at Sept. 30, 2011, showed $181.95
billion in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.
ResCap
According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support. Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern. Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.
Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy. At Sept. 30, 2011, Ally had $1.9 billion in secured
financing arrangements with ResCap of which $1.2 billion in loans
was utilized. At Sept. 30, 2011, the hedging arrangements were
fully collateralized. Amounts outstanding under the secured
financing and hedging arrangements fluctuate. If ResCap were to
file for bankruptcy, ResCap's repayments of its financing
facilities, including those with Ally, could be slower. In
addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company. It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims. In
addition, should ResCap file for bankruptcy, Ally's $331 million
investment related to ResCap's equity position would likely be
reduced to zero. If a ResCap bankruptcy were to occur and a
substantial amount of Ally's credit exposure is not repaid to the
Company, it could have an adverse impact on Ally's near-term net
income and capital position, but Ally does not believe it would
have a materially adverse impact on Ally's consolidated financial
position over the longer term.
* * *
As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'. The outlook on
both ratings is stable. "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne. They also settled a material portion of their
mortgage repurchase risk and have been profitable.
In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3. Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C. The rating outlook for both
Ally and ResCap is stable.
Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap. Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.
AMERICAN AIRLINES: Obtains Interim Stock for Trading Requirement
----------------------------------------------------------------
AMR Corporation and certain of its subsidiaries, including
American Airlines, Inc. and AMR Eagle Holding Corporation, filed a
motion with the United States Bankruptcy Court for the Southern
District of New York seeking an order (i) restricting certain
transfers of interest in AMR Common Stock, and certain transfers
of claims against the Debtors, and (ii) imposing certain
notification requirements with respect to substantial owners of
AMR Common Stock and substantial owners of unsecured claims
against the Debtors (including certain tax-exempt bonds and
instruments issued by obligors in leveraged lease and non-
leveraged lease structures that represent or subsequently may
represent interests in claims against the Debtors). The order is
intended to prevent certain transfers of AMR Common Stock and
certain transfers of claims against the Debtors that could impair
the ability of one or more of the Debtors' estates to use their
net operating loss carryovers and certain other tax attributes on
a reorganized basis.
On Nov. 30, 2011, the Bankruptcy Court entered an order on an
interim basis granting the Motion. All procedures reflected in
the interim order currently apply and must be complied with.
Accordingly, any acquisition, disposition, or other transfer of
equity or claims on or after Nov. 29, 2011, in violation of the
restrictions set forth in the interim order shall be null and void
ab initio as an act in violation of the automatic stay under
sections 105(a) and 362 of the United States Bankruptcy Code. A
final hearing on the Motion and requested relief is scheduled for
Dec. 22, 2011, at 10 a.m. before The Honorable Sean H. Lane at the
Bankruptcy Court, Alexander Hamilton Custom House, One Bowling
Green, New York, NY 10004.
The requested relief and interim order apply to "Substantial
Equityholders," being persons who are, or as a result of a
transaction would become, the beneficial owner of approximately
4.5% of the outstanding shares of AMR Common Stock. It also
applies to "Substantial Claimholders," being persons who are, or
as a result of a transaction become, the beneficial owner of
unsecured claims in excess of a threshold amount of unsecured
claims. The initial threshold amount is $190 million, but the
amount may be subsequently increased or decreased under certain
circumstances in connection with the Debtors' filing of a chapter
11 plan.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN AIRLINES: Wins Approval to Pay Prepetition Wages
---------------------------------------------------------
American Airlines, Inc. and its affiliated debtors sought and
obtained court approval to pay the pre-bankruptcy claims of their
employees.
The Debtors and their subsidiaries currently employ more than
88,000 people domestically and abroad.
As of November 29, 2011, the Debtors estimate that the employee
claims total approximately $335.5 million. These include wages,
payroll taxes, withholding obligations, union dues, reimbursable
expenses, and relocation, health and welfare benefits.
The Debtors owe as much as $75 million in wages to their domestic
employees excluding pilots and officers, and approximately $8.5
million to non-U.S. based employees. Meanwhile, there are about
8,000 pilots who are owed as much as $104.5 million in wages,
according to court papers.
The $335.5 million figure does not include employee obligations
like vacation and sick leave that may not require cash payments or
that will be honored and paid over time in the ordinary course of
business. Those employee obligations will also be honored by the
Debtors pursuant to the court order.
The Debtors will also honor their obligations under various
retirement and pension plans, one of which is a contribution money
purchase plan known as American Airlines, Inc. Pilot Retirement
Program Plan B.
Approximately $10.5 million is owed for those contributions as of
the Debtors' bankruptcy filing.
Pursuant to the court order, the Debtors will also honor their
severance programs and their obligations to temporary employees,
independent contractors and service providers who help in the
administration of their employee plans and programs.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN AIRLINES: Proposes to Pay $85MM to Critical Vendors
------------------------------------------------------------
American Airlines Inc. and its affiliates seek the bankruptcy
court's authority to pay prepetition obligations to certain
vendors, suppliers, service providers, and similar entities that
are essential to maintaining the going concern value of the
Debtors' enterprise.
The Debtors estimate that the aggregate amount owed to Critical
Vendors for goods delivered or services provided during the period
before the Petition Date is approximately $85 million.
The Debtors also seek authority and direct the banks and other
financial institutions at which the Debtors maintain disbursement
accounts to receive, process, honor, and pay any checks drawn or
electronic fund transfers requested relating to the Critical
Vendor Claims. The Debtors also seek authority to issue new
postpetition checks, or effect new electronic fund transfers, on
account of the Critical Vendor Claims to replace any prepetition
checks or electronic fund transfer requests that may be lost,
dishonored, or rejected as a result of the commencement of the
Debtors' Chapter 11 cases.
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Critical Vendors fall generally into eight
categories:
* safety and security providers;
* aircraft parts suppliers and maintenance service providers;
* flight training providers;
* essential amenity providers;
* crew and employee related providers;
* information technology suppliers and service providers;
* flight navigation systems providers; and
* customer and cargo handling and other essential ground
support service providers;
Mr. Karotkin contends that while the Debtors hope and expect to be
able to assure a continuing postpetition supply of goods and
services by consensual negotiation with the Critical Vendors, they
recognize that their fiduciary duties bind them to consider and
plan for those Critical Vendors that may refuse to provide future
goods or services unless their prepetition claims are paid. He
argues that the Critical Vendors are so essential to the Debtors'
business that the lack of each of their particular services, even
for a short duration, will likely cause irreparable harm to the
Debtors' revenue, goodwill, and market share, as a result of the
potential disruption to the Debtors' flight operations. He
insists that this irreparable harm will far outweigh the cost of
Critical Vendor Claims.
Mr. Karotkin tells the Court that the Debtors will identify
Critical Vendors in the ordinary course of their business.
Identifying the Critical Vendors now would likely cause all those
vendors to demand payment in full, he says.
The Debtors propose to pay the Critical Vendor Claim of each
Critical Vendor that agrees, to the Debtors' satisfaction, to
continue to supply goods or services to the Debtors on the
Critical Vendor's "Customary Trade Terms" for two years following
the date of the agreement and on other terms and conditions as the
Debtors may require.
According to Mr. Karotkin, some of the Critical Vendors also may
have obtained mechanics' liens, possessory liens, or similar state
law trade liens on the Debtors' assets based on the claims held by
those Critical Vendors. As a further condition of receiving
payment on a Critical Vendor Claim, the Debtors propose that a
Critical Vendor must agree to take whatever action is necessary to
remove the Trade Lien at the Critical Vendor's sole cost and
expense.
The Debtors further propose that if a Critical Vendor fails to
comply with the terms and provisions of the Vendor Agreement or
other terms as were individually agreed to between the Debtors and
that Critical Vendor, then the Debtors may, in their discretion,
and without further court order, declare that: (i) the payment of
the Critical Vendor's Critical Vendor Claim is a voidable
postpetition transfer pursuant to Section 549(a) of the Bankruptcy
Code that the Debtors may recover from the Critical Vendor in cash
or in goods, including by setoff against postpetition obligations;
or (ii) the Critical Vendor will immediately return the Debtors'
payment of its Critical Vendor Claim without giving effect to
alleged setoff rights, recoupment rights, adjustments, or offsets
of any type whatsoever, and the creditor's Critical Vendor Claim
will be reinstated in an amount that will restore the Debtors and
the Critical Vendor to their original positions as if the Vendor
Agreement had never been entered into and the payment of the
Critical Vendor Claim had not been made.
* * *
The request is granted on an interim basis.
The Court directed the Debtors to undertake all appropriate
efforts to cause Critical Vendors to enter into an agreement with
them. The Debtors are authorized, but not required, to enter into
Vendor Agreements when the Debtors determine that it is
appropriate to do so, provided that the Debtors' inability to
enter into a Vendor Agreement will not preclude them from paying a
Critical Vendor Claim when the payment is necessary to the
Debtors' reorganization.
The Debtors may, in their discretion, declare a Vendor Agreement
with an individual Critical Vendor terminated on the date that the
Debtors deliver notice to the Critical Vendor that it has not
complied with the terms and provisions of the Vendor Agreement,
provided that the Vendor Agreement may be reinstated if the
termination is subsequently reversed, the underlying default under
the Vendor Agreement was fully cured by the Critical Vendor or if
the Debtors reach an agreement with the Critical Vendor.
If a Critical Vendor has received payment of its Claim and later
refuses to continue supplying goods or services, the Debtors may
declare that the payment is a voidable postpetition transfer
pursuant to Section 549(a) of the Bankruptcy Code, or the Critical
Vendor will immediately return the payment of its Critical Vendor
Claim without giving effect to alleged setoff rights, recoupment
rights, adjustments, or offsets.
A hearing to consider final approval of the request will be held
on December 22, 2011, at 10:00 a.m. Objections are due
December 15.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN AIRLINES: Says Utilities Adequately Assured of Payment
---------------------------------------------------------------
To ensure uninterrupted supply of electricity, natural gas, oil,
water, sewer, telephone, and other utility services, which are
critical to the operations of their business, AMR Corp. and its
affiliates ask the bankruptcy court to (i) approve a proposed form
of adequate assurance of payment for postpetition Utility
Services, (ii) establish procedures for resolving objections by
Utility Companies relating to the adequacy of the proposed
adequate assurance, and (iii) prohibit the Utility Companies from
altering, refusing, or discontinuing service to, or discriminating
against, the Debtors because of the commencement of their Chapter
11 cases or a debt that is owed by the Debtors for Utility
Services rendered prepetition.
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors have a good payment history with
the Utility Companies. He asserts that there are few, if any,
defaults or arrearages of any significance for the Debtors'
undisputed invoices for prepetition Utility Services, other than
payment interruptions that may be caused by the commencement of
these Chapter 11 cases. He disclosed that before the Petition
Date, the Debtors' average monthly cost of Utility Services was
approximately $20 million.
Uninterrupted Utility Services are essential to the Debtors'
ongoing operations, and, therefore, the success of the Debtors'
reorganization, Mr. Karotkin contends. He asserts that because of
the nature of the Debtors' operations, it is essential that their
Utility Services continue uninterrupted. He adds that should any
Utility Company alter, refuse, or discontinue service, even
briefly, the Debtors' business operations could be severely
disrupted, the impact of which would be disastrous to the Debtors'
reorganization efforts and all parties-in-interest.
The Debtors propose to provide adequate assurance in the form of a
cash deposit of payment to each Utility Company. Specifically,
the Debtors propose to provide a cash deposit to any requesting
Utility Company, in an amount equal to two weeks of Utility
Services, calculated based on the historical average over the past
12 months, provided that the request is made in writing, the
requesting Utility Company does not already hold a deposit equal
to or greater than the applicable Adequate Assurance Deposit, and
the requesting Utility Company is not currently paid in advance
for its Utility Services.
As a condition to requesting and accepting an Adequate Assurance
Deposit, the requesting Utility Company will be deemed to have
stipulated that the Adequate Assurance Deposit constitutes
adequate assurance of payment to the Utility Company within the
meaning of Section 366 of the Bankruptcy Code.
The Debtors further ask that any Adequate Assurance Deposit
requested by, and provided to, any Utility Company pursuant to the
proposed procedures be returned to the Debtors, if not already
returned, at the earlier of (i) entry of an order of the Court
authorizing the return of the Adequate Assurance Deposit to the
Debtors, and (ii) the effective date of a Chapter 11 plan for the
Debtors.
The Debtors submit that the Adequate Assurance Deposit, in
conjunction with the Debtors' ability to timely pay for future
Utility Services in the ordinary course of business, constitute
adequate assurance to the Utility Companies as contemplated by
Section 366.
The Debtors further propose that, absent compliance by the Utility
Companies with these procedures for requesting (i) an Adequate
Assurance Deposit or (ii) the final adjudication of a timely
Objection, the Utility Companies shall be deemed to have been
provided with adequate assurance of payment as required by section
366 of the Bankruptcy Code and will be prohibited from altering,
refusing, or discontinuing Utility Services, including as a result
of the Debtors' failure to pay charges for prepetition Utility
Services or to provide adequate assurance of payment in addition
to the Proposed Adequate Assurance.
A list of the Debtors' Utility Companies is available for free
at http://bankrupt.com/misc/AMR_List_Utility_11292011.pdf
The Court will convene a hearing on December 22, 2011, to consider
the request. Objections are due on December 15.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN AIRLINES: To Honor Customer Loyalty Programs
-----------------------------------------------------
American Airlines and its affiliates' customers are the lifeblood
of their business. In this highly competitive business, customer
satisfaction is the key to survival, Harvey R. Miller, Esq., at
Weil, Gotshal & Manges LLP, in New York, stated.
Before the Petition Date and in the ordinary course of their
business, the Debtors offered various customer programs and
engaged in certain customer practices to develop and sustain a
positive reputation in the marketplace for their services and to
engender customer loyalty. The Customer Programs include, but are
not limited to, the Ticketholder Claims, the AAdvantage Travel
Awards Program, the Leisure Sales Programs, American Airlines
Vacations, Barter Arrangements, the Admirals Club(R), the
Corporate Programs, the Gift Cards, and the Cargo Programs.
Mr. Miller said the Debtors' Customer Programs ensure customer
satisfaction, generate goodwill, and meet competitive pressures so
that the Debtors can retain current customers, attract new
customers, and ultimately enhance revenues.
Accordingly, the Debtors sought and obtained interim authority to
(i) pay, perform and honor the Customer Program Obligations, and
(ii) continue, renew, replace, and/or terminate, one or more of
the Customer Programs as they deem appropriate, in the ordinary
course of business, without further application to the Court,
including making all payments, honoring and satisfying all
obligations and permitting and effecting all setoffs in connection
therewith, whether relating to the period prior or subsequent to
the Petition Date.
The Debtors will pay outstanding prepetition obligations, totaling
more than $50 million, arising from their customer programs.
The Debtors will also honor tickets for airline travel that were
purchased prepetition but have not yet been used. To the extent
individual claims do not exceed $2,600 and are based on ticket
purchases for personal, family, or household use of individuals,
paying those claims only represents an acceleration of payment of
amounts that would otherwise be required to be paid under any plan
of reorganization, and would not be detrimental to the Debtors'
general unsecured creditors, Mr. Miller said. These priority
claims would have to be paid in full before the general unsecured
creditors could receive any distribution.
All of the Debtors' Disbursement Banks are authorized to receive,
process, honor, and pay all checks presented for payment of, and
to honor all fund transfer requests made by the Debtors related
to, the Customer Program claims.
A hearing to consider final order of the request will be held on
December 22, 2011 at 10:00 a.m. (Eastern Time). Objections are
due December 15.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011. AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.
The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
AMERICANWEST BANCORP: Former Advisor's Stays in Bankr. Court
------------------------------------------------------------
A lawsuit filed by AmericanWest Bank's former financial advisor
against the bank and its current advisor will stay in bankruptcy
court after Bankruptcy Judge Patricia C. Williams denied the
former advisor's motion to remand the lawsuit to state court.
Judge Williams held that proceedings between third parties which
have an effect on the bankruptcy estate provide "related to"
jurisdiction for the bankruptcy court. The bank's parent company,
AmericanWest Bancorporation, is in Chapter 11 proceedings. Judge
Williams said remand under 28 U.S.C. Sec. 1452(b) is not
appropriate and that a federal court should retain jurisdiction of
the lawsuit.
The controversy resulted from an agreement among Cappello Capital
Corporation and AmericanWest Bancorporation and AmericanWest Bank
whereby Cappello would act as financial advisor to the other
entities. Bancorp and the Bank ultimately terminated the
agreement and entered into a new contract to use the services of
Sandler O'Neill & Partners, L.P., as a financial advisor. Bancorp
was the holding company for the Bank and Bancorp's only
significant asset was the shares of stock of the Bank.
A chapter 11 reorganization was filed by Bancorp as the FDIC was
threatening to "take over" the Bank under the FDIC's regulatory
powers. Bancorp had negotiated a sale prior to filing bankruptcy
whereby all shares of the Bank would be sold in exchange for the
purchaser recapitalizing the Bank to an amount required by FDIC
and paying cash to Bancorp. The bankruptcy proceeding was filed
to accomplish a sale under 11 U.S.C. Sec. 363. In the bankruptcy
proceeding, Sandler was appointed by the Court as financial
advisor to Bancorp and, with court approval, paid for its
services.
On Feb. 2, 2011, Cappello sued the Bank and Sandler alleging that
the agreement between it and Bancorp and the Bank had been
breached, that Sandler interfered with that contract, and that
Cappello, as damages, should receive shares of stock or money
damages from the Bank or Sandler. Cappello, in its action in Los
Angeles Superior Court, to which Bancorp is not a party, seeks (1)
actual and compensatory damages in the amount of $11,392,500; (2)
warrants under the Engagement Letter; (3) exemplary damages; (4)
disgorgement of fees from Sandler; (5) imposition of a
constructive trust over the $11 million of proceeds received by
the Bank and any warrants received by Sandler; and (6) attorneys
fees and costs. Bancorp has never been a party to the suit.
The Bank removed the California Superior Court action to the U.S.
District Court of Central District of California and requested a
transfer of the action to the bankruptcy court. Cappello filed a
motion to remand on the basis that the bankruptcy court had
neither "core" nor "related to" jurisdiction. As an alternative,
Cappello requested that if the U.S. District Court for the Central
District of California determined that "related to" jurisdiction
existed, that the case be remanded to state court under principles
of equitable remand provided in 28 U.S.C. Sec. 1452(b).
On July 25, 2011, the U.S. District Court for the Central District
of California rendered its Order Granting Defendants' Motion to
Transfer. That decision held that "related to" jurisdiction
existed and transferred the case to the U.S. District Court for
the Eastern District of Washington, which in turn transferred the
case to the Bankruptcy Court. Both the California District Court
decision and the transfer by the U.S. District Court for Eastern
Washington expressly reserved to the Bankruptcy Court the
determination whether the adversary proceeding should be remanded
to the California state court under principles of equitable remand
as provided in 28 U.S.C. Sec. 1452(b).
Plan Confirmation Hearing in January
$5-Mil. Cash Available for Distribution
Judge Williams' decision noted that the reorganization process for
Bancorp is nearly complete. Balloting has occurred regarding the
chapter 11 plan with the confirmation hearing set in January 2012.
The only significant asset of that estate is roughly $5 million in
cash. The plan will establish how that sum will be distributed to
creditors.
According to Judge Williams, it is unknown whether confirmation
will occur, but resolution of the Cappello action may not effect
confirmation of that plan in any significant manner. The
existence of the adversary will most likely delay distribution
under any confirmed plan.
Sandler has filed an administrative claim based upon the written
agreement between Sandler and Bancorp and the Bank, which
agreement contains an indemnity clause. Sandler seeks indemnity
for any damages awarded to Cappello and for the cost of defending
the adversary proceeding. Bancorp disputes that claim.
Judge Williams said Bancorp's liability for the unliquidated
administrative expense claimed by Sandler is dependent upon many
factors, such as whether Cappello recovers damages, whether the
agreement excludes indemnity if the basis of Cappello's recovery
is an intentional excluded act, whether the Bank would fully
indemnify Sandler so no recourse to Bancorp is necessary, etc.
In the Complaint, Cappello seeks damages from Sandler greater than
the amount of cash held by Bancorp for the benefit of its
creditors. Thus, no distribution to any creditor under any
confirmed reorganization plan could occur until the Sandler
administrative claim is finally determined. This could cause
significant delay in implementing any confirmed plan and closing
the underlying bankruptcy proceeding, Judge Williams said.
The lawsuit is, CAPPELLO CAPITAL CORP., v. AMERICANWEST BANK, AND
SANDLER O'NEILL & PARTNERS, L.P. and DOES 1-10, inclusive, AND
RELATED COUNTERCLAIM, Adv. No. 11-80323 (Bankr. E.D. Wash.). A
copy of Judge Williams' Dec. 2, 2011 Memorandum Decision is
available at http://is.gd/bCmXR3from Leagle.com.
About AmericanWest Bancorporation
Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank. AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.
AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010. The
banking subsidiary was not included in the Chapter 11 filing.
Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel. G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.
The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts. In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.
In December 2010, AmericanWest Bancorporation completed the sale
of all outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.
ATRINSIC INC: Winding Down Support of Kazaa Subscription Business
-----------------------------------------------------------------
Atrinsic, Inc., is winding down its support of the Kazaa digital
music subscription business. The Company is continuing to operate
its agency business as well as its other subscription businesses.
About Atrinsic Inc.
New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency. The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet. The Company also sells
Internet marketing services to its corporate and advertising
clients.
The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.
The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.
As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results. The
independent auditors noted that the Company has suffered recurring
losses from operations.
BARNES BAY: Viceroy Anguilla Resort's Case Dismissed
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 reorganization of the Viceroy Anguilla
Resort & Residences on Anguilla in the British West Indies was
dismissed on Dec. 2 by the U.S. Bankruptcy Court in Delaware as a
consequence of the judge's refusal in September to confirm the
proposed reorganization plan.
The report relates that along with dismissal, U.S. Bankruptcy
Judge Peter Walsh sided with the secured lender and ruled that
professionals in the case weren't entitled to payment of unpaid
fees. Judge Walsh ruled that professionals had already been paid
all except $21,800 from the so-called carveout intended to cover
fees if the plan weren't confirmed.
According to the report, Judge Walsh ruled that the plan couldn't
be confirmed as a result of improper discrimination between
similarly situated creditors. The judge allowed secured creditor
Starwood Capital Group LLC to foreclose after he declined to
confirm the plan. The U.S. Trustee responded to denial of
confirmation by seeking dismissal.
About Barnes Bay
Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla. Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011, to facilitate the sale of the resort.
Barnes Bay disclosed $3,331,282 in assets and $481,840,435 in
liabilities as of the Chapter 11 filing.
Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel. Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.
The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases. Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel. C.R. Hodge & Associates
is the Committee's foreign counsel. FTI Consulting, Inc., serves
as the Committee's financial advisors.
U.S. Bankruptcy Judge Peter J. Walsh in Delaware in September said
that he wouldn't approve the resort's reorganization plan because
it unfairly discriminated among creditors who put down deposits to
buy units. Barnes Bay has not filed a revised plan.
Starwood Capital Group LLC was the winner of a July auction to
determine who would sponsor the reorganization plan. It called
for Starwood to assume ownership on account of its US$370 million
secured claim. When the plan failed, Starwood took ownership
through foreclosure.
BCT FEDERAL: Vision Federal Acquires Assets After Liquidation
-------------------------------------------------------------
The National Credit Union Administration (NCUA) liquidated BCT
Federal Credit Union of Binghamton, N.Y., on Nov. 30, 2011.
Visions Federal Credit Union of Endicott, N.Y., immediately
assumed BCT Federal Credit Union?s assets, liabilities, and member
shares.
The accounts of the new Visions Federal Credit Union members
remain federally insured by the National Credit Union Share
Insurance Fund up to $250,000. The new Visions Federal Credit
Union members will also experience no interruption in services.
Visions Federal Credit Union is a federally chartered credit union
with $2.7 billion in assets and approximately 127,000 members.
NCUA made the decision to liquidate BCT Federal Credit Union and
discontinue operations after determining the credit union was
insolvent and has no prospect for restoring viable operations on
its own. At the time of liquidation and subsequent purchase by
Visions Federal Credit Union, the former credit union served
approximately 3,900 members and had deposits of approximately
$41.3 million.
Chartered in 1941, BCT Federal Credit Union served employees of
public, private and parochial schools throughout Broome County,
N.Y., and other similar groups from surrounding counties and towns
in New York and Pennsylvania, as well as various select employee
groups.
BCT Federal Credit Union is the thirteenth federally insured
credit union liquidation in 2011.
BEACON POWER: Allowing All Employees to Gamble on Sale
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beacon Power Corp. is proposing a bonus program for
all employees where the workers are as likely to lose as they are
to win.
According to the report, if approved by the bankruptcy court in
Delaware at a Dec. 15 hearing, any employee can defer up to 25% of
income. The workers have already been given a 20% salary
reduction. For all of the workers who agree to participate, the
aggregate deferral can't exceed $100,000. If the business is sold
for enough to repay the cash collateral of the U.S. Energy
Department used during bankruptcy, the workers will receive a
bonus up to 100% of the deferred salary.
Beacon has power to use the Energy Department's $3 million in cash
on condition that the assets be sold not later than Jan. 25.
The Bloomberg report relates that there will be a hearing in
bankruptcy court on Dec. 15 for approval of auction and sale
procedures. The proposed schedule calls for initial indications of
interest by Jan. 9, followed by formal bids on Jan. 23, the
auction on Jan. 25, and a hearing to approve the sale on Jan. 30.
The sale schedule was negotiated after the U.S. Energy Department
objected to the use of cash in which it was claiming a security
interest. The government was saying that Beacon's plant was
losing $1 million a month in cash.
About Beacon Power
Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND)
-- http://www.beaconpower.com/-- designs, manufactures and
operates flywheel-based energy storage systems that it has begun
to deploy in company-owned merchant plants that sell frequency
regulation services in open-bid markets.
Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1
million guaranteed by the U.S. Energy Department. Brown Rudnick
and Potter Anderson & Corroon serve as the Debtor's counsel.
Tyngsboro, Massachusetts-based Beacon disclosed assets of
$72 million and debt totaling $47 million, including $39.1 million
owing on the government-guaranteed loan. Beacon built a $69
million facility with 20 megawatts of balancing capacity in
Stephentown, New York, funded mostly by the Energy Department
loan.
Beacon Power is the second cleantech company which has been backed
by the U.S. Department of Energy via loan guarantees to fail this
year. The first was Solyndra, which declared Chapter 11
bankruptcy on Sept. 6, 2011.
BON-TON STORES: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service revised The Bon-Ton Stores, Inc. rating
outlook to negative from stable. All other ratings including the
B3 Corporate Family Rating and the Caa1 rating assigned to the
company's $480 million senior unsecured notes due in March 2014
were affirmed.
RATINGS RATIONALE
The rating outlook revision to negative from stable primarily
reflects Bon-Ton's continued underperformance, measured by
significant and persistent underperformance in same store sales,
relative to Department Store industry peers. It remains uncertain
if the company's strategies to arrest these negative trends will
be effective. Primarily as a result of the weaker sales
performance, the company has seen an approximate 37% decline in
EBITDA in its current fiscal year to date and we expect the
company's fourth quarter will remain challenged due to a highly
promotional environment.
Bon-Ton's B3 Corporate Family Rating reflects the company's weak
competitive profile, its high financial leverage and the longer
term challenges facing the department store industry. The rating
also considers the company's good near term liquidity profile,
tempered by the company's need to make progress toward refinancing
its senior unsecured notes which currently come due in March 2014.
The ratings could be downgraded if the company does not begin to
make tangible progress toward addressing its 2014 debt maturities
over the course of 2012 (which includes its ABL which is subject
to a springing maturity ahead of the Senior Unsecured notes). In
addition continued sales and/or operating margins declines would
also put pressure on the rating. Quantitatively ratings could be
lowered if debt/EBITDA was sustained above 6.5 times or
EBITA/interest expense was sustained below 1.0 times.
Ratings could be upgraded if the company were to demonstrate that
it maintains stable market share, which would be evidenced by
comparable store sale performance in line with its department
store peers. At the same time the company would need to maintain a
good overall liquidity profile. Quantitatively, ratings could be
upgraded if debt/EBITDA was sustained below 5.5 times and
EBITA/interest exceeded 1.5 times
These ratings were affirmed and LGD assessments amended where
appropriate:
Corporate Family Rating at B3
Probability of Default Rating at B3
$480 million senior unsecured notes due March 2014 at Caa1 (to LGD
5, 73% from LGD 5, 74%)
Speculative Grade Liquidity rating at SGL-2
The principal methodology used in rating The Bon-Ton Stores, Inc.
was the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.
BRAINY BRANDS: Habif Arogeti Resigns as Accountants
---------------------------------------------------
Habif, Arogeti & Wynne, LLP, resigned as The Brainy Brands
Company, Inc.'s independent registered public accounting firm.
Habif's audit reports on the Company's financial statements for
the fiscal years ended Dec. 31, 2010, and 2009, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles, except that, the audit reports included an explanatory
paragraph with respect to the uncertainty as to the Company's
ability to continue as a going concern. During the years ended
Dec. 31, 2010, and 2009, and during the period subsequent to
Dec. 31, 2010, there were:
(i) no disagreements with Habif on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure; and
(ii) no reportable events as that term is defined in Item 304(a)
(1)(v) of Regulation S-K.
On Dec. 2, 2011, the Company engaged Rosenberg Rich Baker Berman &
Company to serve as its independent registered public accounting
firm. Prior to engaging RRBB, the Company did not consult with
RRBB regarding the application of accounting principles to a
specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Company's financial
statements. The decision to engage RRBB has been approved by the
Company's board of directors.
About Brainy Brands
Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.
The Company reported a net loss of $20.05 million on $530,603
of total revenues for the nine months ended Sept. 30, 2011,
compared with net income of $1.68 million on $341,295 of total
revenues for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$1.60 million in total assets, $18.54 million in total
liabilities, and a $16.93 million total shareholders' deficit.
Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results. The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.
BRAY & JAMISON: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Bray & Jamison PLLC filed with the U.S. Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $6,400,000
B. Personal Property $20,171,885
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $108,021*
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $114,196*
----------- -----------
TOTAL $26,571,885 $222,217*
* The total liabilities of $222,217 appears to be overstated by
$92,755, because the duplication of that "unsecured" amount of the
secured claim appearing in the total of both Schedule D and F on
the summary of Schedules.
A full-text copy of the schedules is available for free at
http://bankrupt.com/misc/BRAY_&_JAMISON_sal.pdf
About Bray & Jamison
Bray & Jamison PLLC, based in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-38957) on Oct. 23, 2011.
Judge Letitia Z. Paul presides over the case. Thomas R. Bray,
Esq. -- braylawoffice@aol.com -- at Bray Associates, serves as the
Debtor's counsel. The petition was signed by Bruce L. Jamison and
Thomas R. Bray, managers.
BRIDGEPORT CITY: Moody's Lowers Underlying Rating to 'Ba1'
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
underlying rating of the City of Bridgeport's (TX) general
obligation limited tax debt and placed the rating under review for
possible downgrade affecting $11.9 million in Moody's rated debt.
SUMMARY RATINGS RATIONALE
The Bonds are payable from the levy and collection of a
continuing, direct, annual ad valorem tax, within the limits
prescribed by law, on all taxable property located within the
City. The downgrade reflects the City's exposure as the guarantor
on the local hospital's $3 million line of credit coupled with
narrow reserves as the city's liquidity does not provide the
necessary cash to meet the obligation, which is due on January 10,
2012. The rating also reflects the city's small tax base and
elevated debt burden. Placing the rating under review for possible
downgrade reflects the lack of finalization of the city's plans to
restructure and refinance the $3.0 million obligation to Compass
Bank as well as a lack of a clear and documented contingency plan
in the event challenges arise with the anticipated restructuring.
STRENGTHS
- New management team with one year of demonstrated cuts in
expenditures
CHALLENGES
- $3.0 million liability associated with the local hospital due 10
January 2012
- Weak financial position and narrow reserve levels
- Above average debt burden
- Significant reliance on economically sensitive sales tax
revenues
OUTLOOK
Placing the rating under review for possible downgrade reflects
the lack of finalization of the city's plans to restructure and
refinance the $3.0 million obligation to Compass Bank as well as a
lack of a clear and documented contingency plan in the event
challenges arise with the anticipated restructuring.
WHAT COULD MAKE THE RATING GO UP:
- Ability to successfully finalize planned restructuring of $3.0
million liability associated with the hospital
- Significant growth and diversification in assessed valuation
- Establishment of structurally balanced operations significantly
bolstering reserve position
WHAT COULD MAKE THE RATING GO DOWN:
- Inability to find alternative funding sources for the $3.0
million liability associated with the hospital
- Further contraction of assessed valuation
- Inability to produce structurally balanced operations prolonging
narrow reserve position
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments in October 2009.
C&M RUSSELL: Wants to Hire SulmeyerKupetz as Bankruptcy Counsel
---------------------------------------------------------------
C&M Russell, LLC, asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ SulmeyerKupetz, A
Professional Corporation as bankruptcy counsel.
Sulmeyer received a prepetition retainer in the amount of $10,000
from the Debtor as an advance against fees and costs expected to
be incurred. After deduction from the retainer on account of
prepetition services and costs, no balance of the retainer
remained as of the Petition Date and, in fact, Sulmeyer rendered
services and advanced costs prior to the filing that remain unpaid
in the approximate amount of $25,540.
To the best of the knowledge, Sulmeyer is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.
About C&M Russell
Los Angeles, California-based C & M Russell LLC The Debtor is the
owns five multifamily apartment buildings all located in either
Redondo Beach or El Segundo, California. The Company first made a
pro se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No.
11-49889) on Sept. 21, 2011. C & M Russell filed for another
Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20,
2011. Judge Sandra R. Klein presides over the case. Alan G.
Tippie, Esq., and Avi E. Muhtar, Esq. -- atippie@sulmeyerlaw.com
and amuhtar@sulmeyerlaw.com -- at SulmeyerKupetz, serve as the
Debtor's counsel. In the second petition, the Debtor scheduled
assets of $17,499,500 and debts of $9,300,331. The petition was
signed by Mattie B. Evans, chief executive member.
CABI NEW RIVER: To Sell Prime Asset to A&C Builders for $11.75MM
----------------------------------------------------------------
Cabi New River LLC intends to sell its 5.8-acre plot on New River
in Fort Lauderdale, Florida for $11.75 million, without holding an
auction.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the property has a restaurant and marina with storage
for 200 boats. It was purchased for development into a
condominium and marina with indoor storage for 500 boats. After
the $18.1 million mortgage matured in November 2010, the owner
filed under Chapter 11 on Dec. 28, 2010, in Miami.
Brian Bandell, senior reporter at South Florida Business Journal,
reports that state records show the proposed buyer is managed by
Asaf Cymbal, of Miami Beach. He heads Cymbal Development.
According to the Business Journal report, the sale price would be
a 32% discount off its mortgage, but some of the proceeds would
probably be used to pay the $718,390 in outstanding property taxes
on the site.
Mr. Rochelle reports that Cabi says it has thoroughly marketed the
property, giving the bankruptcy court no reason for holding an
auction before approving the sale.
The hearing to approve the sale is scheduled for Dec. 20. When
the bankruptcy began, the mortgage was owned by HSBC Realty Credit
Corp. The formal listing of assets and liabilities shows secured
debt of $18.6 million. The schedules say the value of the property
is "unknown."
The Business Journal report adds that Cabi New River worked with
brokers CBRE and Emerald Real Estate to find a potential buyer.
It notes that HSBC Realty Credit Corp. has a $17.4 million
mortgage on that property.
About Cabi New River
Aventura, Florida-based Cabi New River LLC, fka Cabi New River II,
LLC, dba Riverfront Marina, owns a marine industrial property
fronting New River in Fort Lauderdale. It intended to develop it
as a large indoor boat storage facility. The site includes the
Pirate's Republic restaurant and a water taxi service. It filed
for Chapter 11 bankruptcy protection on Dec. 28, 2010 (Bankr. S.D.
Fla. Case No. 10-49013). Mindy A. Mora, Esq., at Bilzin Sumberg,
serves as the Debtors' bankruptcy counsel. The Debtor estimated
its assets and debts at $10 million to $50 million.
Cabi SMA Tower I, LLLP (Bankr. S.D. Fla. Case No. 10-49009) filed
a separate Chapter 11 petition on the same day.
The Debtors are affiliated with Cabi Holdings Inc., the U.S.
development arm of Mexico's Cababie real-estate family. The
bankruptcy filings come on the heels of Cabi Downtown LLC's
chapter 11 (Bankr. S.D. Fla. Case No. 09-27168). Cabi Downtown
was the owner of the 49-story Everglades on the Bay condominium in
Miami. The project was sold by Cabi Downtown in November to the
holder of the mortgage under a confirmed Chapter 11 plan.
CAESARS ENTERTAINMENT: Title Changes to Executive Officers Okayed
-----------------------------------------------------------------
The Board of Directors of Caesars Entertainment Corporation or the
Human Resources Committee of the Board approved title changes to
the Company' named executive officers. Jonathan S. Halkyard's
title was changed from Senior Vice President and Chief Financial
Officer to Executive Vice President and Chief Financial Officer,
consistent with the restructuring of the titles of our officers;
John W. R. Payne's title was changed from President of Enterprise
Shared Services and Central Division to President of Enterprise
Shared Services; and Thomas M. Jenkin's title was changed from
Western Division President to President of Operations; all subject
to required regulatory approvals. Mr. Jenkin will assume the
responsibility for supervising operations at all Caesars
Entertainment properties.
Mr. Halkyard, 46, became the Company's Chief Financial Officer in
August 2006 and a Senior Vice President in July 2005. He served
as Treasurer from November 2003 through July 2010. He served as a
Vice President from November 2002 to July 2005, Assistant General
Manager-Harrah's Las Vegas from May 2002 to November 2002 and Vice
President and Assistant General Manager-Harrah's Lake Tahoe from
September 2001 to May 2002. He also serves on the Board of
Directors of Dave and Busters, Inc.
Mr. Halkyard continues to be employed pursuant to the terms of his
employment agreement with Caesars Entertainment Operating Company,
Inc. effective as of Feb. 28, 2008.
Mr. Jenkin, 56, became the Company's Western Division President in
January 2004. He served as Senior Vice President-Southern Nevada
from November 2002 to December 2003 and Senior Vice President and
General Manager-Rio from July 2001 to November 2002.
Mr. Jenkin continues to be employed pursuant to the terms of his
employment agreement with Caesars Entertainment Operating Company,
Inc. effective as of Feb. 28, 2008.
Mr. Payne, 43, became the Company's Central Division President in
January 2007. Before becoming President of Enterprise Shared
Services and Central Division, Mr. Payne served as Atlantic City
Regional President from January 2006 to December 2006, Gulf Coast
Regional President from June 2005 to January 2006, Senior Vice
President and General Manager-Harrah's New Orleans from November
2002 to June 2005 and Senior Vice President and General Manager-
Harrah's Lake Charles from March 2000 to November 2002. Mr. Payne
continues to be employed pursuant to the terms of his employment
agreement with Caesars Entertainment Operating Company, Inc.,
effective as of Feb. 28, 2008.
Also, on Nov. 29, 2011, the Committee approved an amendment to the
Company's Management Equity Incentive Plan providing for an
increase in the number of shares of the Company's common stock for
which time-based options may be granted from 3,166,731 to
3,526,836, which in turn increased the number of shares under the
Plan from 4,566,919 to 4,927,024.
On Nov. 29, 2011, the Committee made grants to the Company's named
executive officers:
Shares Subject
Name to Time-Based Options
---- ---------------------
Gary W. Loveman 333,333
Jonathan S. Halkyard 5,000
Thomas M. Jenkin 38,093
John W.R. Payne 39,400
Also, on Nov. 29, 2011, Jonathan Coslet, a director of the
Company, resigned from his position as a director. In order to
fill the vacancy created by Mr. Coslet's resignation, the Board
elected Jeffrey T. Housenbold to serve as a member of the Board.
Mr. Housenbold was also appointed to serve on the Registrant's
Audit Committee replacing Karl Peterson. Mr. Peterson continues
to serve as a member of the Board and the Finance Committee.
Mr. Housenbold has served as the President and Chief Executive
Officer and a director of Shutterfly, Inc., since January 2005.
Prior to joining Shutterfly, Mr. Housenbold served as Vice
President of Business Development and Internet Marketing at eBay
Inc., an online marketplace for the sale of goods and services,
from January 2002 to January 2005. Previously, he was the Vice
President & General Manager, Business-to-Consumer Group at eBay
from June 2001 to January 2002, and served as Vice President,
Mergers & Acquisitions at eBay from March 2001 to June 2001.
Mr. Housenbold holds Bachelor of Science degrees in Economics and
Business Administration from Carnegie Mellon University and a
Master of Business Administration degree from the Harvard Graduate
School of Business Administration.
Mr. Housenbold currently serves on the Board of Directors of
Clover, a mobile payments company, Digital Chocolate, a publisher
of social and mobile games and the Children's Discovery Museum of
San Jose.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
The Company also reported a net loss of $471.30 million on
$6.66 billion of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $629.30 million on $6.69 billion
of net revenues for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.
* * *
Harrah's announced its re-branding to Caesar's on mid-November
2010. Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service. It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.
"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011. "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."
As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2. CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term. The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years. Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.
CARESTREAM HEALTH: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 88.20 cents-
on-the-dollar during the week ended Friday, Dec. 2, 2011, a drop
of 0.55 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. The Company pays 350 basis points above LIBOR to borrow
under the facility. The bank loan matures on Feb. 22, 2017, and
carries Moody's 'B1' rating and Standard & Poor's 'BB-' rating.
The loan is one of the biggest gainers and losers among 117 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
About Carestream Health
Carestream Health, Inc., based in Rochester, New York, supplies
imaging and IT systems to medical and dental communities and other
markets. Formerly operating as the Health Group division of
Eastman Kodak, the company was acquired by Toronto-based Onex
Corporation and Onex Partners II LP in early 2007. For the 12
months ended Sept. 30, 2010, Carestream had revenues of
$2.3 billion.
As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's affirmed the 'B1' corporate family rating of Carestream
Health, Inc. The 'B1' corporate family rating is supported by the
company's leading market position, large revenue base and
diversified global operations. The ratings outlook could improve
if the company is able to more than offset the decline in the film
business with growth in its other businesses such that the company
demonstrates sustained revenue and profitability growth.
CENTRAL EUROPEAN: S&P Cuts Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on U.S.-based Central European Distribution Corp.
(CEDC), the parent company of Poland-based vodka manufacturer CEDC
International sp. z o.o., to 'B-' from 'B'.
The outlook is negative.
"At the same time, we lowered our issue rating on CEDC's $380
million and EUR430 million senior secured notes due 2016 to 'B-'
from 'B', and lowered our issue rating on CEDC's $310 million
senior unsecured convertible bonds due 2013 to 'CCC'
from 'CCC+'," S&P said.
"The downgrade takes into account our view of CEDC's weak
performance so far this year and the deterioration in its credit
ratios. It also reflects our opinion that negative vodka market
dynamics in CEDC's two main markets, Poland and Russia, will
prevent any material improvement in 2012. These two factors,
coupled with uncertainties about CEDC's corporate governance,
could accentuate the squeeze on CEDC's liquidity ahead of the
March 2013 maturity of its convertible bonds," S&P said.
"CEDC delivered lackluster performances in the past few quarters
in an increasingly competitive market in Poland and amid market
disruption in Russia owing to the relicensing process underway.
Pressure on profitability -- stemming from higher spirits costs in
both markets and from an unfavorable product mix -- translated
into a Standard & Poor's adjusted EBITDA margin of 16% at
end-September 2011, down from 24% at year-end 2010. Consequently,
CEDC's debt ratios have substantially weakened, with adjusted
leverage in excess of 10x at end-September 2011, up from 7.8x at
year-end 2010," S&P said.
"We believe that 2012 will not be easy for CEDC, since its two
main markets are suffering from a structural decline in vodka
consumption, now running in the mid single digits annually.
Alcohol consumption in general is declining, and local
vodka sales have fallen as consumers switch to international
spirits," S&P said.
"The negative outlook reflects our view that we will likely
qualify CEDC's liquidity as 'weak' if the 2013 refinancing were
not addressed in the next couple of months, and if free cash flow
continued to be negative. The outlook also factors in our negative
view on worsening conditions in the Polish and Russian vodka
markets, leaving limited upside potential for CEDC's performance
in 2012," S&P said.
"We could revise the outlook to stable, if CEDC were able to
successfully address its 2013 maturity, while resuming positive
free cash flow generation and improving its adjusted EBITDA-to-
interest ratio to the 1.5x-2.0x range, from the 1.3x we
anticipate at year-end 2011," S&P said.
CENTRAL FALLS, R.I.: Chapter 9 Petition Approved
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that retired police and firefighters from the City of
Central Falls, Rhode Island, reached settlement with the city's
receiver and withdrew objection to the Chapter 9 municipal
bankruptcy petition filed in August. As a result, the bankruptcy
court last week signed an order making the Chapter 9 case
official. There were no other objections.
Mr. Rochelle relates that the retirees and the receiver, former
state Supreme Court Justice Robert G. Flanders Jr., reached
settlement regarding the restructuring of pension benefits. A
court filing says the existing pension program may be converted to
a state-administered system. The retirees also withdrew objection
to termination of three union contracts.
About Central Falls
Central Falls is a city in Providence County, Rhode Island. The
population was 18,928 at the 2000 census. Central Falls is the
smallest and most densely populated city in Rhode Island.
Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011. The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers. The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million. Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010. The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.
Judge Frank Bailey presides over the Chapter 9 case. Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.
The receiver is negotiating new contracts with unions representing
city workers. The receiver filed a proposed debt adjustment plan
for the city in September. It won't affect bondholders.
CHINA GREEN LIGHTING: Posts $364,300 Net Loss in 3rd Quarter
------------------------------------------------------------
China Green Lighting Limited, formerly Transit Management Holding
Corp., filed its quarterly report on Form 10-Q, reporting a net
loss of $364,316 on $2.9 million of sales for the three months
ended Sept. 30, 2011, compared with net income of $518,356 on
$3.2 million of sales for the comparable period in 2010.
For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $1.2 million on $6.2 million of sales, compared with
net income of $771,543 on $10.1 million of sales for the same
period last year.
The Company's balance sheet at Sept. 30, 2011, showed $7.1 million
in total assets, $6.2 million in current liabilities, and
stockholders' equity of $953,163.
As of Sept. 30, 2011, the Company had cash of $240,500. Its
current liabilities exceeded current assets by $317,174, resulting
in a current ratio of 0.95 and quick ratio of 0.04. The Company
incurred a net loss of $1.2 million during the nine months ended
Sept. 30, 2011. This trend is expected to continue. "These
factors create substantial doubt about the Company's ability to
continue as a going concern."
A copy of the Form 10-Q is available for free at:
http://is.gd/AOVdEv
China Green Lighting Limited, headquartered in Jiangshan City,
Zhejiang, in the People's Republic of China, is a Colorado holding
company whose subsidiaries and variable interest entity are
engaged in the manufacture and sale of lighting devices, inverters
and their components. The Company's variable interest entity
("VIE"), Zhejiang Joinan Lighting Co. Ltd. ("ZJL") specializes in
lighting electrical appliances in Jiangshan City, Zhejiang
Province, PRC. In the nine months ended Sept. 30, 2011, and 2010,
ZJL has sold its products to customers primarily in China and
America.
CLAIRE'S STORES: Files Form 10-Q, Posts $1.8MM Q3 Net Income
------------------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.89 million on $356 million of net sales for the three months
ended Oct. 29, 2011, compared with net income of $3.64 million on
$348.17 million of net sales for the three months ended Oct. 30,
2010.
The Company reported a net loss of $27.84 million on $1.06 billion
of net sales for the nine months ended Oct. 29, 2011, compared
with a net loss of $16.99 million on $1 billion of net sales for
the nine months ended Oct. 30, 2010.
The Company's balance sheet at Oct. 29, 2011, showed $2.81 billion
in total assets, $2.86 billion in total liabilities, and a
$44.61 million stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/N8l2xe
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally. It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.
Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America. As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe. Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd. The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.
As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to B3 from Caa1 and its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3. All other ratings were
affirmed including Claire's Caa2 Corporate Family Rating. The
rating outlook is positive.
* * *
Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.
Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'. The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense. This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.
Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load. For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.
CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 85.85 cents-
on-the-dollar during the week ended Friday, Dec. 2, 2011, an
increase 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 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
117 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.
CLARE AT WATER TOWER: Schedules Filing Deadline Moved to Dec. 30
----------------------------------------------------------------
The Clare at Water Tower won an extension of the deadline to file
its schedules of assets and liabilities, statement of financial
affairs, and schedules of executory contracts and unexpired
leases. Pursuant to Bankruptcy Code section 521 and Bankruptcy
Rule 1007, a debtor is required, within 14 days from the date of
filing its chapter 11 petition, to file its schedules and
statement. The Debtor, with the assistance of its professionals,
began the task of collecting the necessary information for the
preparation of its Schedules and Statements prior to the Petition
Date. However, in light of the competing demands upon the
Debtor's employees and professionals to assist in efforts to
stabilize business operations during the initial postpetition
period, the Debtor said it won't be able to properly and
accurately complete the Schedules and Statements within the 14-day
time period. The new deadline is Dec. 30, 2011.
About The Clare at Water Tower
The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois. The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession. The facility is a 53-story building on land rented
from Loyola University of Chicago. The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million. The project opened in December
2008. Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million. Monthly fees are an additional
$2,700 to $5,500.
The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.
Judge Susan Pierson Sonderby presides over the case. Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent. In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts. The petition was signed by Judy Amiano,
president.
Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP. Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig. Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP. Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP. Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.
CLAYTON PROFESSIONAL: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Clayton Professional Center, LLC
900 S. Lombard Street
P.O. Box 1087
Clayton, NC 27528
Bankruptcy Case No.: 11-09011
Chapter 11 Petition Date: November 29, 2011
Court: U.S. Bankruptcy Court
Eastern District of North Carolina (Wilson)
Judge: Stephani W. Humrickhouse
Debtor's Counsel: Stephon John Bowens, Esq.
BOWENS LAW, PLLC
3434 Edwards Mill Road, Suite 112-254
Raleigh, NC 27612
Tel: (919) 741-6798
Fax: (888) 686-0456
E-mail: stephon@bowenslawpllc.com
Scheduled Assets: $2,034,150
Scheduled Debts: $1,351,707
The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb11-09011.pdf
The petition was signed by Douglas K. Cross, member.
CLEAR CHANNEL: Bank Debt Trades at 26% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 74.34 cents-on-the-dollar during the week ended Friday, Dec. 2,
2011, a drop of 0.94 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. The Company pays 365 basis points above
LIBOR to borrow under the facility. The bank loan matures on
Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating. The loan is one of the biggest gainers and
losers among 117 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.
About CC Media and Clear Channel
San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc. CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers. The Company's businesses
include radio and outdoor displays.
CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising. Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.
The Company reported a net loss of $462.8 million on $5.866
billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for 2009. Clear Channel had a net loss of $259.06 million
on $4.50 billion of revenue for the nine months ended Sept. 30,
2011.
The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.
* * *
CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's. Clear Channel Carries a Caa2' corporate family
rating from Moody's Investors Service and an issuer default rating
of 'CCC' from Fitch Ratings.
Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue. The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.
In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.
S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion). In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business. S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.
CLEARWIRE COMMS: Moody's Affirms 'Caa2', Gives Stable Outlook
-------------------------------------------------------------
Moody's Investors Service changed Clearwire Communications LLC's
outlook to stable from negative and affirmed the company's Caa2
corporate family rating, Caa3 probability of default rating, and
SGL-4 speculative grade liquidity rating. "The change in outlook
reflects Moody's belief that Clearwire's relationship with Sprint,
its largest customer and majority shareholder, is beginning to
heal, which if sustained, foreshadows an improvement in
Clearwire's operational and financial profile", stated Moody's
Senior Vice President, Dennis Saputo. On December 1, 2011,
Clearwire and Sprint announced a modification of their wholesale
pricing agreement for WiMAX services, possible pre-payments for
LTE services and potential equity investments.
RATINGS RATIONALE
After more than a year of torturous negotiations Clearwire and
Sprint were finally able to reach an agreement that lays the
foundation for a mutually beneficial relationship that could take
advantage of Clearwire's significant spectrum holdings, half of
which were contributed by Sprint. "However, before the full
potential of Clearwire's significant spectrum holdings can be
realized by both companies, several hurdles must be cleared",
continued Saputo. Clearwire needs to raise additional equity
capital in a market environment that is tumultuous, especially for
very low rated companies. Only then, will Sprint be committed to
providing additional equity, up to $347M, to Clearwire. And,
Sprint will only be obligated to provide Clearwire with
prepayments for LTE capacity if Clearwire is able to meet certain
build-out targets by 2013 which will be impossible until
significant additional capital is raised. Moody's estimates that
Clearwire's annual fixed costs (excluding any LTE investment or
further WiMAX expansion) total over $1.2 Billion, including
minimum lease payments ($400M), spectrum lease payments ($170M),
interest expense ($475M) and maintenance capex ($200M, Moody's
estimate). Clearwire has stated that an LTE overlay of their
existing WiMAX footprint would cost about $600M. On September 30,
2011, Clearwire had about $698M in cash and short term investments
but has subsequently made a $237M interest payment. "Nevertheless,
we view the actions taken as a positive first step in what still
may be a long and difficult process to align the strategies and
vital network upgrades of the two companies", concluded Saputo.
Clearwire's speculative grade liquidity (SGL) rating of SGL-4
reflects the Company's cash burn rate, the lack of a revolving
credit facility and its inevitable need for new capital despite
the agreement by Sprint to pay Clearwire about $620M in 2012 for
unlimited WiMAX 4G services.
Clearwire's ratings could be raised if the company were to secure
the funding necessary to deploy a nationwide 4G network.
Clearwire's ratings could be lowered if the company is unable to
secure the funding necessary to deploy a nationwide 4G network.
Moody's has taken these rating action:
Issuer: Clearwire Communications LLC
-- Outlook -- Changed to Stable from Negative
The principal methodology used in rating Clearwire was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009 (and/or the Government-Related Issuers
methodology,published July 2010.
CLEAVER-BROOKS: Moody's Affirms 'B2', Gives Negative Outlook
------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Cleaver-
Brooks, Inc. to Negative from Stable. Concurrently, Moody's
affirmed the company's B2 Corporate Family (CFR) and Probability
of Default ratings (PDR) and the B2 rating on the $185 million
senior secured note. Moody's does not rate the company's $40
million ABL revolver.
RATINGS RATIONALE
The change in outlook reflects the reduced liquidity profile and
the margin pressure. The ratings continue to reflect the company's
leading market position as a full service provider of packaged
boilers and heating applications in commercial and industrial
installations and aftermarket business but also the high leverage
and relatively small overall scale.
The negative outlook reflects the weakened liquidity and margin
pressure arising from high raw material prices, in particular
steel, the company's high fixed cost structure and lower margined
product mix. The company has maintained a minimum cash balance,
relying primarily on its revolver for liquidity. The company is
expected to generate only modest free cash flow near term.
Furthermore, the decline in EBIT margins has tightening its ABL
covenant cushion.
Free cash flow to total debt sustained below 5% or Debt to EBITDA
above 6.0 times may have a negative impact on the company's
ratings. Outlook could be changed to stable if the company can
demonstrate improved interest coverage and free cash flow over the
next 12 months or a meaningful and sustainable improvement in its
operating margins. A higher rating would be considered if the
company can achieve Debt to EBITDA below 3.5 times, EBITA to
Interest above 2.0 times.
Ratings affirmed:
Issuer: Cleaver-Brooks, Inc.
-- Probability of Default Rating, B2
-- Corporate Family Rating, B2
-- Senior Secured Regular Bond/Debenture, B2, LGD4-55%
The principal methodology used in rating Cleaver-Brooks is Moody's
Global Manufacturing Industry Methodology, published in December
2010 and available on www.moodys.com in the Rating Methodologies
sub-directory under the Research & Rating tab. Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found in the Rating Methodologies sub-
directory on Moody's website.
Cleaver-Brooks, Inc. headquartered in Thomasville, GA, is a
leading manufacturer of package boilers which generate hot water
and steam used for hot water and heating applications in non-
residential installations, and process steam for institutional and
industrial purposes. Revenue for the LTM period ended 9/25/11 was
more than $250 million.
C.M.B. III: Court Dismisses Chapter 11 Reorganization Case
----------------------------------------------------------
The Hon. George B. Nielsen of the U.S. Bankruptcy Court for the
District of Arizona dismissed the Chapter 11 case of C.M.B. III,
L.L.C.
On Sept. 19, 2011, the Court approved a stipulation entered
between the Debtor and Union Fidelity Life Insurance Company dated
On Aug. 25, 2011, for (i) resolution of secured claim treatment;
and (ii) stay relief.
The Debtor related that all conditions to entry of the dismissal
order, and the dismissal of the case had been satisfied.
Specifically, the stipulation provided that:
1. by Nov. 8, 2011, the Debtor, or a third party could pay
Union the Settlement Payment, which would be in full and
complete satisfaction of the Union debt.
* According to the notice, on Oct. 31, 2011, the settlement
payment was made, and the Union debt was sold to a third party.
2. upon timely payment of the settlement payment, the Debtor
has the right to lodge an order providing for the dismissal of
the bankruptcy case, without further notice and hearing,
subject only to the conditions that it has paid the
obligations.
* The Notice reports that all of the fees and expenses of the
Trustee and her counsel, and all of the general unsecured
claims against the estate have been paid in full.
The Court also ordered that the settlement order and the
stipulation will remain effective according to their terms
following the entry of the order and the dismissal of the Debtor's
bankruptcy case.
The continued chapter 11 status hearing set for Jan. 5, 2012, at
9:30 a.m. is vacated.
About C.M.B. III
Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on
Sept. 23, 2010. Richard M. Lorenzen, Esq., Perkins Coie Brown &
Bain P.A., assists the Debtor in its restructuring effort. The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Chapter 11 filing.
COMPREHENSIVE CARE: Clark Marcus Discloses 18.9% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Clark A. Marcus disclosed that, as of
Nov. 21, 2011, he beneficially owns 13,570,000 shares of common
stock of Comprehensive Care Corporation representing 18.91% of the
shares outstanding.
On Nov. 21, 2011, Mr. Marcus was granted a stock option that may
be used to acquire 1,000,000 shares of the Company's Common Stock.
The option has a term of ten years, an exercise price of $0.25 per
share, and was vested upon issuance. Additionally on Nov. 21,
2011, Mr. Marcus was granted a warrant that may be used to acquire
6,500,000 shares of the Company's Common Stock. The warrant was
vested upon issuance, has a term of ten years, and may be
exercised at a price of $0.25 per share. No consideration was
required in exchange for the stock option or the warrant.
A full-text copy of the filing is available for free at:
http://is.gd/S8aFwN
About Comprehensive Care
Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.
The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.
The Company also reported a net loss of $6.47 million on
$54.04 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $8.63 million on
$17.34 million of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$14.67 million in total assets, $26.41 million in total
liabilities and a $11.73 million total stockholders' deficiency.
Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.
COMPREHENSIVE CARE: Arnold Finestone Discloses 5.8% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Arnold B. Finestone disclosed that, as of Nov. 21,
2011, he beneficially owns 3,660,000 shares of common stock of
Comprehensive Care Corporation representing 5.86% of the shares
outstanding. The percent of class of 5.86% is based on the sum of
59,251,836 shares of the Company's voting common stock outstanding
as of Nov. 21, 2011, plus the aforementioned additional shares
resulting from the assumed conversion of the Series C Convertible
Preferred Stock, exercise of the warrant to purchase Series D
Convertible Preferred Stock and assumed conversion of such Series
D Stock, the exercise of the warrant that is presently
exercisable, and the exercise of stock options exercisable within
60 days of Nov. 21, 2011, in accordance with Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934, as amended.
A full-text copy of the Schedule 13G is available for free at:
http://is.gd/WVtDzl
About Comprehensive Care
Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.
The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.
The Company also reported a net loss of $6.47 million on
$54.04 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $8.63 million on
$17.34 million of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$14.67 million in total assets, $26.41 million in total
liabilities and a $11.73 million total stockholders' deficiency.
Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.
CONTINENTAL JEWELRY: Closes Store After 30 Years
------------------------------------------------
Gulf Coast Business Review reports that Tampa, Florida-based
jewelry retailer Continental Jewelry is shutting down after 30
years in business.
According to the report, the company is liquidating the holdings
of its 7,500-square-foot store on Westshore Boulevard, estimating
the retail value of its inventory at more than $5 million.
Continental has been operating from that location since
November 2005.
Buxbaum Jewelry Advisors, a California-based liquidation
specialist, will assist Continental with the sale of its
inventory, the report relates.
"The lengthy economic downturn that has affected many other
jewelers has spurred a slowdown in business at Continental," the
report quotes Stevan Buxbaum, president of Buxbaum Jewelry
Advisors, as saying in a release.
CORTOM LLC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cortom LLC
6531 Cochran Road
Solon, OH 44139
Bankruptcy Case No.: 11-20094
Chapter 11 Petition Date: November 30, 2011
Court: U.S. Bankruptcy Court
Northern District of Ohio (Cleveland)
Judge: Jessica E. Price Smith
Debtor's Counsel: Jeffrey M. Levinson, Esq.
LEVINSON LLP
3783 S. Green Road
Beachwood, OH 44122
Tel: (216) 514-4935
Fax: (216) 514-4936
E-mail: jml@jml-legal.com
- and ?
Scott H. Scharf, Esq.
SCOTT H. SCHARF CO., LPA
3783 South Green Road
Cleveland, OH 44122
Tel: (216) 514-2225
Fax: (216) 514-3142
E-mail: scharf@scharflegal.com
Scheduled Assets: $0
Scheduled Debts: $13,546,837
The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohnb11-20094.pdf
The petition was signed by Patrick J. Gorbett, president and
managing member.
COUGAR OIL: Posts C$1.7 Million Net Loss in Third Quarter
---------------------------------------------------------
Cougar Oil and Gas Canada, Inc., filed on Nov. 15, 2011, its
interim financial statements for the third quarter ended Sept. 30,
2011.
The Company reported a net loss of C$1.7 million on C$689,362 of
oil & gas sales for the three months ended Sept. 30, 2011,
compared with a net loss of C$510,615 on C$801,736 of oil & gas
sales for the same period of 2010.
The Company reported a net loss of C$5.1 million on C$1.9 million
of oil & gas sales for the nine months ended Sept. 30, 2011,
compared with a net loss of C$1.2 million on $2.5 million of oil &
gas sales for the same period last year.
The Company's balance sheet at Sept. 30, 2011, showed
C$14.2 million in total assets, C$14.3 million in total
liabilities, and a stockholders' deficit of $120,184.
RBSM, LLP, in New York, expressed substantial doubt about Cougar
Oil and Gas Canada's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2010. The independent auditors noted that the Company has
suffered recurring losses since its inception and has a working
capital deficiency.
A copy of the Company's interim financial statements for the 3rd
quarter ended Sept. 30, 2011, is available for free at:
http://is.gd/WPZ7J2
Headquartered in Calgary, Canada, Cougar Oil and Gas Canada, Inc.,
formerly Ore-More Resources, Inc., was incorporated under the laws
of the Province of Alberta, Canada on June 20, 2007. The
Company's principal activity is in the exploration, development,
production and sale of oil and natural gas. The Company's main
operations are currently in the Alberta and British Columbia
provinces of Canada.
CRYSTAL CATHEDRAL: Pope Approves Diocese's Plan to Buy Building
---------------------------------------------------------------
Deepa Bharath, writing for The Orange County Register, reports
that the Roman Catholic Diocese of Orange received the necessary
approval last week from the Vatican to proceed with its purchase
of the Crystal Cathedral at $57.5 million, officials said
Wednesday. The Pope's approval, which came last week Monday, is
the last hurdle the diocese had to clear before sealing the deal,
said Monsignor Douglas Cook, the diocese's Canon Law expert and
rector of Holy Family Cathedral in Orange.
The diocese beat out Orange County's Chapman University in a
bidding war for the glass-paned building on the site that is home
to the "Hour of Power" televangelist program. The bankruptcy
court judge approved the sale on Nov. 17, 2011. A number of
churchgoers wanted the university to buy the property and let them
continue to worship there.
About Crystal Cathedral
Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller. The
church, known for its television show "The Hour of Power."
Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009. Contributions declined 24% in
2009, in part on account of "unsettled leadership."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010. The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing. Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.
Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.
CUMULUS MEDIA: Signs Employment Agreements with Six Executives
--------------------------------------------------------------
Cumulus Media Inc., on Nov. 29, 2011, entered into employment
agreements with each of:
-- Lewis W. Dickey, Jr., the Company's Chairman, Chief
Executive Officer and President;
-- Joseph P. Hannan, the Company's Senior Vice President,
Treasurer and Chief Financial Officer;
-- John G. Pinch, the Company's Executive Vice President and
Co-Chief Operating Officer;
-- John W. Dickey, the Company's Executive Vice President and
Co-Chief Operating Officer; and
-- Richard S. Denning, the Company's Senior Vice President,
Secretary and General Counsel.
Each of the agreements has an initial term through Nov. 29, 2014,
and contains a provision for automatic extensions of one-year
periods thereafter, unless terminated in advance by either party
in accordance with the terms of the agreement. Pursuant to the
agreements, each executive is entitled to receive the following
annual base salary, effective Sept. 16, 2011, and subject to
increase from time to time by the Company's board of directors:
Mr. L. Dickey ($1,450,000), Mr. Hannan ($550,000), Mr. Pinch
($775,000), Mr. J. Dickey ($875,000) and Mr. Denning ($500,000).
The agreements also provide that each executive will be eligible
for an annual cash bonus based upon achievement of annual
performance goals for the Company or the individual determined by
the Company's compensation committee each year. The annual cash
bonus will be calculated as a percentage of the executive's base
salary, with the following target and maximum awards opportunities
available to the executive: Mr. L. Dickey (Target ? 100%, Maximum
? 150%), Mr. Hannan (Target ? 50%, Maximum ? 75%), Mr. Pinch
(Target ? 75%, Maximum ? 100%), Mr. J. Dickey (Target ? 75%,
Maximum ? 100%) and Mr. Denning (Target ? 40%, Maximum ? 60%).
Notwithstanding these target and maximum award opportunities,
beginning in 2012, the Company's compensation committee may adjust
the target and maximum award opportunities for any executive for
each year.
Each agreement further provides that in the event the Company
terminates the relevant executive's employment without "cause" or
if the executive terminates his employment for "good reason"
during the term of the agreement, the executive will be entitled
to the following:
* an amount equal to a multiple of the sum of executive's
respective annual base salary and target bonus award
opportunity then in effect. The severance multiplier is 2.0
for Mr. L. Dickey and 1.0 for Messrs. Hannan, Pinch, J.
Dickey and Denning;
* a lump-sum payment equal to the pro-rata amount of the annual
bonus the executive would have received if he had remained
employed by the Company through the last day of the calendar
year, based on actual performance through the applicable
performance period;
* immediate vesting of 50% of any unvested equity awards, with
the remaining 50% of those awards being forfeited, provided,
however, that if that termination occurs during the six-month
period immediately preceding a change in control, then 100%
of any unvested equity awards will become fully vested on the
consummation of the change in control; and
* continued participation by the executive and his dependents
in the Company's medical, dental, vision and hospitalization
plans for 18 months for Mr. L. Dickey and 12 months for the
other executives.
In the event that the Company terminates the executive's
employment without cause or the executive terminates his
employment for good reason within a specified period following a
change in control, the executive will be entitled to the same
payments and benefits, except the severance multiplier will be 3.0
for Mr. L. Dickey and 2.0 for Messrs. Hannan, Pinch, J. Dickey and
Denning, and 100% of the executive's equity awards will vest
immediately. The specified period is 18 months in the case of Mr.
L. Dickey and nine months in the case of the other executives.
Each agreement further provides that if the executive is
terminated with cause, the executive terminates his employment
without good reason or the executive's employment is terminated
due to death or disability, then the Company is only obligated to
pay the executive any base salary, bonus payments for any
completed fiscal year and unreimbursed expenses that were accrued,
but unpaid, through the date of termination or resignation.
In the event of a termination by the Company without cause or a
termination by the relevant executive for good reason, the Company
will not be obligated to pay to the executive any amounts other
than those in the immediately preceding paragraph unless such
executive executes in favor of the Company a general release of
any claims against the Company.
In addition, payments and benefits under each of the employment
agreements in event of a termination by the Company without cause
or a termination by the relevant executive for good reason are
subject to compliance by the terminated executive with the
confidentiality, non-competition and non-solicitation covenants in
each of the agreements.
This agreement cancels and supersedes the Company's previous
employment agreements with Messrs. L. Dickey, Pinch, J. Dickey and
Denning.
About Cumulus Media
Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets. In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.
The Company's balance sheet at Sept. 30, 2011, showed
$4.07 billion in total assets, $3.65 billion in total liabilities,
$110.93 million in total redeemable preferred stock, and
$306.39 million in total stockholders' equity.
Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) after struggling to pay off debts that topped
$97 million as of June 30, 2011. Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million. AR Broadcasting are Missouri and Texas radio
stations.
* * *
Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'. "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.
Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to 'B1' from 'Caa1' due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.
DALLAS STARS: Prepack Based on Sale to Gaglardi Now Effective
-------------------------------------------------------------
Dallas Stars, L.P., et al., notified the of the U.S. Bankruptcy
Court for the District of Delaware that the Effective Date of the
Joint Prepackaged Plan of Reorganization dated as of Sept. 1,
2011, as modified and supplemented, occurred on Nov. 18, 2011.
Hon. Peter J. Walsh confirmed the Debtors' prepackaged Plan on
Nov. 18, 2011.
Under the Plan, Dallas Stars will exit Chapter 11 bankruptcy under
the ownership of Vancouver businessman Tom Gaglardi, leaving
behind hundreds of millions of dollars of unpaid debts.
Tom Gaglardi agreed to pay about $50 million in cash and $100
million in new debt. The Plan was negotiated with creditors
before the hockey team sought bankruptcy protection about two
months ago.
Mr. Gaglardi, a Vancouver-based businessman, and his family own
Sandman Hotels, Inns & Suites, Denny's Restaurants and the Western
Hockey League's Kamloops Blazers, according to court documents.
Under his offer, an NHL affiliate will be repaid about $51 million
it loaned the Stars. Senior lenders owed $250.9 million will be
given a new $100 million note, plus an amount of cash to be
calculated later. Another group of lenders owed $146.2 million
will get $500,000 in cash. The Stars canceled a bankruptcy
auction that was set to take place Nov. 21 after failing to
receive any other offers.
About Dallas Stars
Frisco, Texas-based Dallas Stars, L.P. -- http://stars.nhl.com/--
operates as a professional men's ice hockey team. The company was
formerly known as Minnesota North Stars and changed its name to
Dallas Stars, L.P. in 1993.
Dallas Stars and three affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12935 to 11-12938) on Sept. 15, 2011.
The affiliates are Dallas Arena LLC, Dallas Stars U.S. Holdings
Corporation, and StarCenters LLC. Judge Peter J. Walsh presides
over the cases. Martin A. Sosland, Esq., and Ronit J. Berkovich,
Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel
to the Debtors. John H. Knight, Esq., at Richards Layton &
Finger, P.A., serves as the Debtors' Delaware counsel. The Garden
City Group, Inc., as their notice, claims, and solicitation agent.
KPMG LLP serves as the Debtors' auditor, tax advisor, and
bankruptcy administration consultant.
Dallas Stars LP scheduled $52,035,457 in total assets and
$363,569,191 in liabilities. StarCenters LLC disclosed $0 in
assets and $149,640,000 in liabilities. Dallas Arena LLC
disclosed $49,017,082 in assets and said debts are undetermined.
Dallas Stars U.S. Holdings Corp. scheduled $13,036 in assets and
$149,640,000 in debts. The petitions were signed by Robert L.
Hutson, chief financial officer.
The team is owned by Dallas businessman Thomas O. Hicks' HSG
Sports Group. Mr. Hicks was the former owner of the Texas
Rangers. The Texas Rangers were sold in a bankruptcy court-
supervised auction to a group led by Hall of Fame pitcher Nolan
Ryan for $593 million.
The Stars are the second NHL team to file for bankruptcy since
2009, after the Phoenix Coyotes.
Counsel to JP Morgan Chase Bank, N.A., as Prepetition First Lien
Agent, is Mitchell A. Seider, Esq., and Joseph Fabiani, Esq., at
Latham & Watkins LLP. Its Delaware counsel is Michael R.
Lastowski, Esq., at Duane Morris LLP.
First lien lender Monarch Alternative Capital LLC is represented
by Andrew M. Leblanc, Esq., at Milbank Tweed Hadley and McCloy
LLP.
Counsel to the NHL are Thomas W. Gowan, Esq., and J. Gregory
Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.
Counsel to GSP Finance LLC, as successor in interest to Barclays
Bank PLC, as Prepetition Second Lien Agent, is Jason Young, Esq.,
at Clifford Chance US LLP.
DEX MEDIA WEST: Bank Debt Trades at 42% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 57.67 cents-on-
the-dollar during the week ended Friday, Dec. 2, 2011, a drop of
0.73 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. 24, 2014, and
carries Standard & Poor's 'CCC' rating. The loan is one of the
biggest gainers and losers among 117 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.
About Dex Media West
Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc. Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009. James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois, served as lead bankruptcy counsel to
the Debtors. Attorneys at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, served as local counsel. Deloitte
Financial Advisory Services LLP was the financial advisor and
Lazard Freres & Co. LLC was the investment banker. The Garden
City Group, Inc., was claims and noticing agent. The Official
Committee of Unsecured Creditors tapped Ropes & Gray LLP as its
counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H.
Cohn LLP as its financial advisor and forensic accountant, and The
Blackstone Group, LP, as its financial and restructuring advisor.
The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.
DIAMOND A SPUR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Diamond A Spur Ranch Ltd.
Box 5
Leakey, TX 78873
Bankruptcy Case No.: 11-54152
Chapter 11 Petition Date: December 2, 2011
Court: U.S. Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Leif M. Clark
Debtor's Counsel: Morris E. "Trey" White, III, Esq.
VILLA & WHITE LLP
1100 NW Loop 410, Suite 700
San Antonio, TX 78213
Tel: (210) 225-4500
Fax: (210) 212-4649
E-mail: treywhite@villawhite.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Dalene White, manager of DASRL GP, LLC,
general partner.
DICKSON PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dickson Properties, L.L.C.
43312 Vestals Place
Leesburg, VA 20176
Bankruptcy Case No.: 11-18617
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Robert G. Mayer
Debtor's Counsel: Gary M. Bowman, Esq.
GARY M. BOWMAN, ATTORNEY AT LAW
2728 Colonial Avenue, Suite 100
Roanoke, VA 24015
Tel: (540) 797-2765
E-mail: garymbowman3@cox.net
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company?s list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb11-18617.pdf
The petition was signed by Victor Q. Guerrero, member.
DULCES ARBOR: U.S. Trustee Wants Case Dismissal or Conversion
-------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, asks the U.S.
Bankruptcy Court for the Western District of Texas to dismiss or
convert the Chapter 11 case of Dulces Arbor, S. De R.L. De C.V.,
to one under Chapter 7 of the Bankruptcy Code.
According to the U.S. Trustee, the Court granted Maple Commercial
Financial Corporation relief from the automatic stay. Thus, the
Bankruptcy Court no longer offers the debtor any protection from
foreclosure by Maple. Any actions to stop the foreclosure of the
Debtor's real property will have to take place outside of the
Bankruptcy Court.
The Debtor disclosed $7,067,796 in general unsecured debt upon
filing the case. Of that amount, $3,500,000 was listed as a
disputed debt to Maple. An additional $3,338,850 was scheduled as
owed to members of the Ducorsky family or entities that they own.
The remaining $228,946 was scheduled to non-insider individuals or
entities. Thus, non-insider creditors equal less than ten percent
of the general unsecured debt, even if Maple's debt is excluded.
The U.S. Trustee adds that the Debtor filed operating reports for
June 22, 2011, through August 2011. Those operating reports
revealed no income for the Debtor. The only cash receipts the
Debtor recorded were from loans. The Debtor has not filed any
operating reports for September or October 2011.
The U.S. Trustee is represented by:
Kevin M. Epstein, Esq.
615 E. Houston St., Room 533
P.O. Box 1539
San Antonio, TX 78295-1539
Tel: (210) 472-4640
Fax: (210) 472-4649
E-mail: kevin.m.epstein@usdoj.gov
About Dulces Arbor
Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area in Texas. It filed for
Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on
June 22, 2011. Judge Leif M. Clark presides over the case.
In its petition, the Debtor estimated assets of US$10 million to
US$50 million, and debts of US$1 million to US$10 million. The
petition was signed by Raymond Ducorsky, sole administrator.
Mr. Ducorsky is also its largest unsecured creditor with a
US$2,300,000 claim.
The U.S. Trustee said that a committee has not been appointed
because an insufficient number of persons holding unsecured claims
against Dulces Arbor, S. de R.L. de C.V, have expressed interest
in serving on a committee. The U.S. Trustee reserves the right to
appoint a committee should interest developed among the creditors.
DYNEGY INC: Debtors Files Reorganization Plan
---------------------------------------------
Dynegy Inc. has joined its subsidiary, Dynegy Holdings, LLC (DH),
in filing a proposed Plan of Reorganization for DH (the DH Plan)
with the United States Bankruptcy Court for the Southern District
of New York, Poughkeepsie Division (Bankruptcy Court). The DH
Plan provides for the treatment and satisfaction of all claims
against DH, including its senior and subordinated notes and its
guaranties of its Roseton and Danskammer lease obligations. If
confirmed by the Bankruptcy Court, the proposed DH Plan will
settle all pending and potential causes of action related to
Dynegy's out-of-court restructuring efforts and will materially
reduce the debt on its consolidated balance sheet. The DH Plan
filing represents an important step toward the resolution of DH's
chapter 11 case and the successful implementation of the
restructuring support agreement announced on Nov. 7, 2011.
"The filing of the proposed Plan of Reorganization represents an
important milestone in DH's chapter 11 case and maintains momentum
toward DH's expeditious emergence from bankruptcy in 2012," said
Robert C. Flexon, President and Chief Executive Officer of both
Dynegy and DH. "We continue to work with our stakeholders and
appreciate the support of significant creditors as we work toward
lessening Dynegy's overall debt load."
Under the terms of the proposed DH Plan and consistent with the
previously announced restructuring support agreement, all
creditors holding unsecured obligations of DH, including $3.4
billion of senior notes, $200 million of subordinated notes,
approximately $130 million of accrued interest, and the guaranty
obligations associated with the Roseton and Danskammer leases,
will receive --
-- a $400 million cash payment, subject to adjustment as set forth
in the Plan;
-- $1.0 billion, subject to adjustment as set forth in the Plan,
of new 11% senior secured notes due 2018 to be issued by Dynegy
and secured by the equity and assets of certain entities owning
the Company's separate coal and gas-fueled generating
businesses (or an equivalent cash payment, if the Company
obtains the financing elsewhere on no less favorable terms);
and
-- $2.1 billion of Dynegy's new convertible preferred stock. The
convertible preferred stock will not be convertible at the
option of the holders but will mandatorily convert into common
stock comprising 97% of Dynegy's fully diluted common stock on
Dec. 31, 2015, if not earlier redeemed. Dynegy will have the
right to redeem the convertible preferred stock, subject to
certain restrictions, at varying discounts through the end of
2013.
The DH Plan was filed with a Disclosure Statement that contains a
historical profile of DH, a description of proposed distributions
to creditors, and an analysis of the DH Plan's feasibility, as
well as many of the technical matters required for DH to emerge
from chapter 11. The DH Plan and Disclosure Statement have not
been approved by the Bankruptcy Court and are subject to further
negotiations with stakeholders. Once the Disclosure Statement is
approved, DH will begin soliciting its creditors for approval of
its Plan. Dynegy and DH can make no assurance as to when, or
ultimately if, the DH Plan will become effective. Effectiveness
of the DH Plan is subject to a number of conditions, including the
approval of the requisite numbers of DH's creditors and the entry
of certain orders by the Bankruptcy Court. There can be no
assurances that such conditions will be satisfied, and Dynegy and
DH cannot provide assurance that the DH Plan will become effective
on the terms described herein or at all.
DH is represented in the chapter 11 proceedings by Sidley Austin
LLP as reorganization counsel. Dynegy and its other subsidiaries
are represented by White & Case LLP. Dynegy is advised by Lazard
Freres & Co. LLC and DH's financial advisor is FTI Consulting.
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)
EASTMAN KODAK: Sullivan & Cromwell Replaces Jones Day
-----------------------------------------------------
Mike Spector and Dana Mattioli, writing for The Wall Street
Journal, report that people familiar with the matter said Eastman
Kodak Co. has hired Sullivan & Cromwell's restructuring practice
to advise the company on ways to rework its finances. The sources
told the Journal that Kodak is no longer being advised by Jones
Day's restructuring practice, which it had hired earlier this
year.
The sources told the Journal that the change occurred sometime
during the past few weeks, but the exact reason for the switch
remains unclear. A person familiar with the matter told WSJ that
Jones Day remains employed by Kodak in other capacities.
One source told the Journal Kodak is intent on avoiding
bankruptcy.
The Journal relates the shift in advisers is seen as subtle but
meaningful in the restructuring community. While Sullivan &
Cromwell has a restructuring practice that does handle Chapter 11
filings, the firm often serves as corporate counsel advising
public companies on a wide range of transactions that don't
involve a trip through bankruptcy court. Jones Day's
restructuring practice, meanwhile, specializes in guiding troubled
firms through bankruptcy proceedings, though the firm also works
to find other options for distressed companies, including raising
new debt or equity and negotiating with creditors to rework debts
outside of court.
A person familiar with the situation told WSJ that FTI Consulting
Inc., another of Kodak's restructuring advisers, has been
aggressively identifying pieces of Kodak's operations and assets
to shed. Kodak is currently shopping around its online photo
sharing and printing business, Kodak Gallery. It's hoping to
fetch "hundreds of millions of dollars" for it, another person
said.
About Eastman Kodak
Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.
Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.
Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.
In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios. Kodak has hired Jones as legal adviser
and investment bank Lazard Ltd., but denied rumors it is filing
for bankruptcy. It also has enlisted FTI Consulting Inc.
A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.
* * *
As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company. Fitch decided to discontinue
the rating, which is uncompensated.
Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.
ECO BUILDING: Posts $1.6 Million Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Eco Building Products, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.6 million on $690,679 of revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $850,814 on $357,117 of revenue for the three months ended
Sept. 30, 2010.
The Company's balance sheet at Sept. 30, 2011, showed $6.4 million
in total assets, $4.4 million in total liabilities, and
stockholders' equity of $2.0 million.
As reported in the TCR on Oct. 18, 2011, DBBMcKennon, in Newport
Beach, California, expressed substantial doubt about the Eco
Building Products' ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2011. The independent auditors noted that the Company has
generated minimal operating revenues, losses from operations,
significant cash used in operating activities and its viability is
dependent upon its ability to obtain future financing and
successful operations.
A complete text of the Form 10-Q is available for free at:
http://is.gd/eE9oWg
Eco Building Products, Inc., headquartered in Vista, Calif., is a
manufacturer of proprietary wood products treated with an eco-
friendly proprietary chemistry that protects against fire,
mold/mycotoxins, fungus, rot-decay, wood ingesting insects and
termites with EcoBlu's WoodSurfaceFilm(TM) and FRC(TM) technology
(Fire Retardant Coating).
EMPRESAS BASTARD: Decides to Resume Chapter 11 Case
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Empresas Bastard Incorporado to withdraw its motion to
voluntarily dismiss the Chapter 11 case.
On Oct. 31, the Debtor moved for the voluntary dismissal of the
case. On Nov. 13, Scotiabank Puerto Rico requested for the
withdrawal of the motion to voluntarily dismiss the case.
The Debtor explained that resuming the proceedings under
Chapter 11 will be in the best interests of creditors after
considering additional circumstances not contemplated at the
moment of moving for voluntary dismissal.
The Court, in a Nov. 15 order, also directed the Debtor to file an
objection and a request for a hearing, if the Debtor fails to
timely answer, an order may be entered dismissing or converting
the case without further notice or hearing. If a timely
opposition is filed, a hearing will be held on Dec. 13, 2011, at
10:00 a.m.
In a separate filing, the Debtor responded to BPPR's motion for
dismissal filed on Nov. 11. The Debtor asserted that BPPR's
argument is not accurate and requested a hearing regarding the
issue.
About Empresas Bastard Incorporado
Empresas Bastard Incorporado, based in San Juan, Puerto Rico,
filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-08736)
on Oct. 8, 2011. Robert Millan, Esq. -- rmi3183180@aol.com -- at
Millan Law Offices, represents the Debtor. In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Antonio Bastard Rodriguez, president.
The Debtor disclosed $42,700,000 in assets and $21,067,331 in
liabilities as of the Chapter 11 filing.
EMPRESAS BASTARD: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Empresas Bastard Incorporado filed with the U.S. Bankruptcy Court
for the District of Puerto Rico its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $42,700,000
B. Personal Property $0
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $18,935,331
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $2,162,000
----------- -----------
TOTAL $42,700,000 $21,067,331
Empresas Bastard Incorporado, based in San Juan, Puerto Rico,
filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-08736)
on Oct. 8, 2011. Robert Millan, Esq. -- rmi3183180@aol.com -- at
Millan Law Offices, represents the Debtor. In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Antonio Bastard Rodriguez, president.
EMPRESAS BASTARD: Robert Millan Withdraws as Bankruptcy Counsel
---------------------------------------------------------------
Robert Millan, Esq., asks the U.S. Bankruptcy Court for the
District of Puerto Rico for authorization to withdraw as counsel
for Empresas Bastard Incorporado.
Mr. Millan relates that on Nov. 11, 2011, the Debtor informed that
a new counsel was being sought. The corporate resolution
specifically stated that counsel would give way to new
representation.
Mr. Millan explains that he cannot continue representing the
Debtor after the directives of the Debtor in addition to other
conflicts that have arisen.
Mr. Millan also requests that the Court provide the Debtor with an
extension of time so that the counsel will have sufficient time to
adequately prepare for the requested hearing.
About Empresas Bastard Incorporado
Empresas Bastard Incorporado, based in San Juan, Puerto Rico,
filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-08736)
on Oct. 8, 2011. Robert Millan, Esq. -- rmi3183180@aol.com -- at
Millan Law Offices, represents the Debtor. In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Antonio Bastard Rodriguez, president.
The Debtor disclosed $42,700,000 in assets and $21,067,331 in
liabilities as of the Chapter 11 filing.
EMPRESS BASTARD: Meeting of Creditors Continued Sine Die
--------------------------------------------------------
The U.S. Trustee for Region 21 has continued sine die the meeting
of creditors in the Chapter 11 case of Empress Bastard, Inc. The
meeting will be held at the 341 Meeting Room, Ochoa
Building, 500 Tanca Street, First Floor, in San Juan.
According to Court Clerk's report, the meeting scheduled for
Nov. 18, 2011, was not held because the Debtor failed to submit
documents -- schedules and schedules of assets and liabilities --
requested by he Trustee for the initial Debtor's interview. The
Debtor also requested for the voluntary dismissal of its Chapter
11 case.
About Empresas Bastard Incorporado
Empresas Bastard Incorporado, based in San Juan, Puerto Rico,
filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-08736)
on Oct. 8, 2011. Robert Millan, Esq. -- rmi3183180@aol.com -- at
Millan Law Offices, represents the Debtor. In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Antonio Bastard Rodriguez, president.
EPICEPT CORP: Common Stock Delisted from NASDAQ
-----------------------------------------------
The NASDAQ Stock Market LLC filed with the U.S. Securities and
Exchange Commission a Form 25 notifying the removal from listing
or registration of Epicept Corp common stock on NASDAQ.
About EpiCept Corporation
Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain. The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission. In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors. The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.
The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.
The Company also reported a net loss of $12.20 million on $737,000
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $12.56 million on $703,000 of total
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $12.19
million in total assets, $26.44 million in total liabilities and a
$14.25 million total stockholders' deficit.
FILENE'S BASEMENT: Proposes to Auction Store Leases
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that liquidating retailers Syms Corp. and subsidiary
Filene's Basement LLC are setting up procedures to auction store
leases. In papers filed in bankruptcy court last week, Syms wants
the judge to approve procedures where anyone intending to buy the
lease for a vacated store must submit an offer by Dec. 20, in
advance of an auction on Dec. 22. A hearing to approve lease sales
would take place Dec. 28. The hearing to approve lease-sale
procedures is set for Dec. 14. The 15 stores that Syms owns are
to be sold after the GOB sales.
Mr. Rochelle also reports that Skadden Arps Slate Meagher & Flom
LLP, filed papers last week seeking official approval to represent
Syms. The companies' primary bankruptcy lawyers, Skadden,
disclosed that the firm has represented many creditors. In the
process of seeking approval of the retention, Skadden must
disclose all connections it has with Syms and its creditors.
In addition to representing Chairman Marcy Syms in estate-planning
matters, New York-based Skadden currently represents or has
represented five secured creditors, seven factors, several
landlords, three members of the official creditors' committee, and
more than half of the 20 unsecured creditors with the largest
claims. There will be a hearing in bankruptcy court on Dec. 28 to
consider approval of the Skadden engagement. To qualify, Skadden
must demonstrate that it has no conflict of interest and is
"disinterested." Skadden says it has represented no creditors in
matters involving Syms.
About Filene's Basement
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy
Solutions serves as claims and notice agent. The Debtors listed
$50 million to $100 million in assets and $100 million to $500
million in debts.
The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.
Judge Kevin J. Carey presides over the case. Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.
Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales. The sale may continue until Jan. 31,
2012.
Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts. The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.
The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.
Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.
Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.
FILENE'S BASEMENT: Seeks to Employ A&M as Restructuring Managers
----------------------------------------------------------------
Filene's Basement, LLC, et al., seek permission from the U.S.
Bankruptcy for the District of Delaware to employ Alvarez & Marsal
North America, LLC, to provide each of the Debtors with a
president and chief operating offer, a chief financial officer,
and certain additional personnel. The Debtors seek to designate
Jeff Feinberg as each of the Debtors' president and chief
operating officer and COO and Gary Binkoski as each of the
Debtors' CFO. A&M will provide additional employees including,
but not limited to, Dori Konig and Brandon Crawley, as necessary
to assist the President and COO and the CFO.
In consideration of the size and complexity of their businesses,
as well as the exigencies of the circumstances, the Debtors have
determined that the services of experienced restructuring managers
will substantially enhance their attempts to maximize the value of
their estates.
Among other things, the Engagement Personnel will:
(a) in cooperation with the Chief Executive Officer or other
applicable officers of the Debtors, perform a financial
review of the Debtors, including but not limited to a
review and assessment of financial information that has
been, and that will be, provided by the Debtors to its
creditors, including without limitation its short and long-
term projected cash flows and operating performance;
(b) assist in the identification of cost reduction
opportunities;
(c) assist the CEO and other of the Debtors' engaged
professionals in developing for the review by the Board
possible restructuring plans or strategic alternatives for
maximizing the enterprise value of the Debtors;
(d) assist in the preparation of first-day motions, including
but not limited to motions for cash management, use of cash
collateral, utilities, taxes, customer programs and wages.
Additional Personnel will assist in the preparation of the
Statement of Financial Affairs and the Schedules of Assets
and Liabilities, claims management and reconciliation
process, and preparing the creditor matrix;
(e) serve as the principal contact with the Debtors' creditors
with respect to the Debtors' financial and operational
matters;
(f) perform such other services as requested or directed by the
board of the directors of Syms Corp. or other of the
Debtors' personnel as authorized by the Board, and agreed
to by A&M that is not duplicative of work others are
performing for the Debtors;
(g) lead and supervise the accounting, treasury and
finance functions of each of the Debtors on a day-to-day
basis;
(h) perform such other services as requested or directed
by the President/COO, CEO and the Board; and
(i) report directly to the President/COO and the CEO.
The President and COO will report to the Board and the CEO
and, at the request of the Board, will make recommendations
to and consult with the Board.
The Debtors will pay A&M professionals for their services at their
customary hourly billing rates. The current hourly billing rates
of A&M professionals are:
Managing Director: $650 to $850
Jeff Feinberg: $750
Director: $450 to $650
Gary Binkoski: $550
Dori Konig: $500
Analyst/Associates: $250 to $450
Brandon Crawley: $450
The Debtors agree to reimburse A&M for reasonable expenses
incurred in connection with the firm's engagement, including, but
not limited to travel, lodging, and telephone charges.
A&M will also be entitled to incentive compensation, not to exceed
a total of $750,000, following the consummation of a Chapter 11
plan of reorganization and subject to approval of the Incentive
Fee by the Court following the filing by A&M of a final fee
application.
The Debtors have agreed to (a) indemnify the Engagement Personnel
acting as officers to the same extent as the most favorable
indemnification it extends to its officers and directors and to
cover that Engagement Personnel under the Debtors' director and
officer liability policy and (b) indemnify and hold harmless A&M,
its affiliates and their respective shareholders, members,
managers, employees, agents, representatives, and subcontractors
under certain circumstances.
The Debtors paid A&M $750,000 as a retainer in connection with
preparing for and conducting the filing of the Chapter 11 cases.
In the 90 days prior to the Petition Date, A&M and its affiliates
received retainers and payments totaling $2,474,514 for services
performed for the Debtors.
To the best of the Debtors' knowledge, A&M (i) has no connection
with the Debtors, their creditors, other parties-in-interest, or
the U.S. Trustee or any person employed in the Office of the U.S.
Trustee; and (ii) does not hold any interest adverse to their
estates.
About Filene's Basement
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy
Solutions serves as claims and notice agent. The Debtors listed
$50 million to $100 million in assets and $100 million to $500
million in debts.
The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.
Judge Kevin J. Carey presides over the case. Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.
Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales. The sale may continue until Jan. 31,
2012.
Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts. The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.
The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.
Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.
Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.
FILENE'S BASEMENT: Proposes BDO USA as Accountants
--------------------------------------------------
Filene's Basement, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission employ BDO USA, LLP, as
their accountants and auditors nunc pro tunc to Nov. 7, 2011. The
Debtors have selected BDO to serve as accountants and auditors
because of the firm's experience in accounting and auditing, and
its experience with providing these services to sophisticated
companies both in and outside of chapter 11 reorganization.
The services to be provided by BDO include:
(a) review of the Debtors' consolidated financial
statements for the quarter ended Nov. 26, 2011;
(b) audit of the consolidated Financial Statements for the
year ended Feb. 25, 2012, and review for the
quarter ended Feb. 25, 2012;
(c) audit of the Debtors' internal control over financial
reporting as of Feb. 25, 2012;
(d) consultation services relating to the finalization of
Securities and Exchange Commission Form 8-K/A; and
(e) Consulting services relating to accounting and auditing
matters anticipated during the liquidation period.
The Debtors will pay BDO for its services based on the firm's
hourly billing rates. The compensation to be paid to BDO is
estimated to cost approximately $350,000.
The hourly billing rates for the consulting services are:
Partners/Managing Directors $500 to $700
Directors & Sr. Managers $400 to $500
Managers $300 to $400
Seniors $175 to $250
Staff $125 to $175
The Debtors agree to reimburse BDO for all necessary and
reasonable out-of-pocket expenses including, but not limited to,
travel, meals, and accommodations.
The Debtors paid BDO approximately $317,649 in the 90-day
period prior to the Petition Date.
To the best of the Debtors' knowledge, BDO is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code as modified by Section 1107(b).
About Filene's Basement
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy
Solutions serves as claims and notice agent. The Debtors listed
$50 million to $100 million in assets and $100 million to $500
million in debts.
The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.
Judge Kevin J. Carey presides over the case. Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.
Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales. The sale may continue until Jan. 31,
2012.
Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts. The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.
The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.
Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.
Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.
FIRST COMMONWEALTH: Fitch Affirm 'BB+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDR) of First Commonwealth Financial Corp. (FCF) and its lead
bank subsidiary, First Commonwealth Financial Bank, at 'BBB'. The
Rating Outlook is Stable.
The affirmation of FCF's ratings reflects its prudent capital
management and the continued improvements in the risk profile of
its asset mix. Performance and asset quality lag the rated peer
group, but are offset by the banks prudent capital position.
The bank refused TARP capital in 2008 and raised $115 million of
common in lieu, an additional $81 million of common was raised in
2010, and the bank now boasts an 11% tangible common equity (TCE)
ratio, one of the strongest in its rated peer group. This capital
base represents the primary factor keeping ratings at the current
level.
Fitch assumes FCF will continue to manage its capital position
conservatively in light of deteriorating asset quality metrics and
economic uncertainty.
Since the onset of the 2007 recession the bank has aggressively
de-risked its balance sheet by shrinking the overall size of the
balance sheet, growing capital, limiting credit risk in the
securities portfolio, improving the funding mix and shrinking its
construction and out-of-market CRE loan books. Fitch recognizes
the reduction of risk in the balance sheet that has taken place
but given the high (and rising) levels of non-performing assets
(NPAs), as well as the large CRE concentrations and lumpy
syndicated portfolio, still views the asset mix as riskier than
the average commercial bank of FCF's size.
Earnings have lagged the rated peer group, being hurt by
relatively high credit costs which have resulted in elevated
expenses (69% efficiency ratio in third quarter 2011 [3Q'11]) and
provisions. Positively, fee income typically represents around
20% of reported operating revenues, owed, in part, to a
substantial wealth management business. This level of fee income
is roughly average for similarly rated institutions but given
FCF's size and commercial focus, is a distinguishing factor.
Asset quality remains as the primary rating constraint with NPA's
(TDR inclusive) reaching a new peak in 3Q11 at 4.87% of loans and
OREO. While trends in classifieds and delinquencies are positive,
Fitch remains concerned given the high levels of NPAs and net
charge-offs (NCOs) compared to similarly rated banks. Most
concerning is the upward trend in NPAs when these are trending
down for the industry as a whole.
Reserves represent roughly 1.8% of total loans and 44% of NPL's as
of 3Q'11 which is about average for the rated peer group but,
given the relatively high level of NPAs and NCOs are considered
somewhat weak.
Structural rating constraints consist of asset type (CRE) and
geographic concentrations (Western PA). These concentrations
result in a relatively limited franchise value for the bank and
will likely keep the bank at or below the current rating level in
the intermediate-to-long term as these concentrations cannot be
quickly or easily mitigated. Further constraining ratings are
below average profitability levels relative to rated peers.
If capital levels are managed down before performance and asset
quality issues improve, negative ratings actions could ensue.
Further increases in NPAs and NCOs could result in negative rating
actions, even with capital remaining at current levels.
Fitch sees limited rating upside potential in the near-to-
intermediate term given the limited franchise value and
concentrations referenced above. In the long term if asset type
and geographic concentrations can be reduced, improving the risk
profile of the banks, positive rating actions could ensue.
Headquartered in Indiana, PA, FCF provides a full range of
financial services including commercial and retail banking, via
112 branches and two loan production offices across Western and
Central Pennsylvania. The majority of FCF's branches are
concentrated within the greater Pittsburgh metropolitan area in
Alleghany, Butler, Washington, and Westmoreland counties, with the
remainder located throughout smaller more rural counties.
The following ratings have been affirmed with a Stable Outlook:
First Commonwealth Financial Corp.
-- Long-term IDR 'BBB';
-- Short-Term IDR 'F2';
-- Viability Rating 'bbb';
-- Individual Rating 'B/C'
-- Support Floor 'NF'
-- Support '5'.
First Commonwealth Bank
-- Long-term IDR 'BBB'
-- Long-term Deposit 'BBB+'
-- Short-Term IDR 'F2'
-- Short-Term Deposit 'F2'
-- Viability Rating 'bbb'
-- Individual Rating 'B/C'
-- Support Floor 'NF'
-- Support '5'.
First Commonwealth Capital Trust
--Preferred stock 'BB+'
FISHER ISLAND: Wants James S. Feltman as Court's Expert
-------------------------------------------------------
Fisher Island Investments, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of Florida to appoint examiner
James S. Feltman as the Court's expert.
Mr. Feltman will serve as the Court's expert on without
limitation, the (a) financial and accounting matters; (b)
financial investigations, including but not limited to document
authentication; (c) fraud investigations, including but not
limited to forensic accounting; and (d) analysis and structuring
of complex domestic and international documents and transactions.
The Debtors relate that no interested party objected to
Mr. Feltman's qualifications as an examiner or otherwise argued
that Mr. Feltman did not possess the requisite expertise to
undertake the examination ordered by the Court.
The Debtors assert that the appointment of the examiner as the
Court's expert makes sound economic sense. The examiner, with the
help of his professionals, has embarked on a six month
investigation of the matters. To require any party to recreate
the examiner's work would result in tremendous inefficiencies and
a waste of both time and money.
About Fisher Island Investments
Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.
On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol
presides over the case. The case was previously assigned to Judge
Laurel M. Isicoff.
Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases of the Debtors.
Greenberg Traurig, P.A., serves as counsel for the examiner.
FORCE FUELS: Sadler Gibb Raises Going Concern Doubt
---------------------------------------------------
Force Fuels, Inc., filed on Nov. 15, 2011, its annual report on
Form 10-K for the fiscal year ended July 31, 2011.
Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Force Fuels' ability to continue as a
going concern. The independent auditors noted that the Company
had accumulated losses of $3,826,803 as of July 31, 2011.
The Company reported a net loss of $750,157 on $44,555 of revenues
for the fiscal year ended July 31, 2011, compared with a net loss
of $2.3 million on $7,451 of revenues for the fiscal year ended
July 31, 2010.
The Company's balance sheet at July 31, 2011, showed $1.0 million
in total assets, $1.3 million in total liabilities, and a
stockholders' deficit of $272,725.
A copy of the Form 10-K is available for free at:
http://is.gd/gaMXnt
Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business
during the fiscal year ended July 31, 2011, was the acquisition
and management of oil, gas and alternative energy operations. Te
Company's current primary focus is on property acquisition,
exploration, and development activities related to oil, gas and
electrical production. These energy-based activities include
traditional hydrocarbon-based oil and gas development, as well as
"green" or "alternative" energy, which includes solar and wind
electrical generation.
G&G MANAGEMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: G&G Management Inc.
1255 Paseo Las Monjitas, Suite 163
Ponce, PR 00730
Bankruptcy Case No.: 11-10170
Chapter 11 Petition Date: November 29, 2011
Court: U.S. Bankruptcy Court
District of Puerto Rico (Ponce)
Judge: Edward A. Godoy
Debtor's Counsel: Wanda I. Luna Martinez, Esq.
LUNA LAW OFFICES
PMB 389
P.O. Box 194000
San Juan, PR 00919-4000
Tel: (787) 998-2356
Fax: (787) 200-8837
E-mail: quiebra@gmail.com
Scheduled Assets: $5,118,015
Scheduled Debts: $4,833,900
The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.
The petition was signed by Rodney Gonzalez Guzman.
GETTY PETROLEUM: Files for Bankruptcy to Enhance Growth
-------------------------------------------------------
Getty Petroleum Marketing Inc., and its subsidiaries Gasway Inc.,
Getty Terminals Corp. and PT Petro Corp. filed a voluntary
petition for Chapter 11 reorganization in the United States
Bankruptcy Court for the Southern District of New York. The
voluntary reorganization will enable Getty to maintain and enhance
the Company's growth and execute its transformation plan to
remediate environmental issues and provide competitive services
and prices to its partners and customers.
The Company expects operations to continue as usual and remains
focused on serving its customers during and after the
restructuring process, which the Company intends to complete as
expeditiously as possible. In addition, the Company expects to
continue to:
-- purchase and deliver gasoline without interruption to its gas
station operators;
-- pay trucking companies for continued delivery of gasoline
without interruption;
-- pay utilities and maintenance companies and continue to do
everything necessary to ensure normal operations at its gas
stations; and
-- honor its environmental remediation obligations.
"The process of reorganization is a significant and positive step
toward restoring the luster of one of America's most iconic brands
-- Getty," said Bjorn Q. Aaserod, Chairman and Chief Executive
Officer of the Company. "This action will enable Getty to emerge
operationally stronger with a better balance sheet, hasten
environmental cleanup and pave the way for the Company to provide
its service station operators, vendors and valued customers with
the best possible service and pricing. I am confident that our
management team's expertise and vision will prove an invaluable
asset as we execute our strategic growth plan in our core markets
moving forward."
The Company's Board of Directors determined that a Chapter 11
reorganization is in the best interest of the Company and its
stakeholders. The Chapter 11 process will enable the Company to
continue conducting normal business operations while it
restructures its finances, addresses and resolves claims held by
creditors against the Company, and resolves disputes with Getty
Realty Corp., Bionol Clearfield LLC, Lukoil Americas Corporation
and Lukoil North America LLC, which have negatively impacted the
Company. Getty Petroleum has secured sufficient capital to fund
operations through its reorganization and remains in ongoing,
productive dialogue with its stakeholders regarding terms of the
restructuring.
The motions filed with the Court seek relief that will ensure the
Company's continued ability to conduct normal operations.
The Company's lead counsel is Greenberg Traurig, LLP.
Getty Realty is the largest publicly-traded real estate investment
trust in the United States specializing in ownership, leasing and
financing of retail motor fuel and convenience store properties
and petroleum distribution terminals. The Company owns and leases
approximately 1,170 properties nationwide.
GORBETT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Gorbett Enterprises of Solon, Inc.
dba Great Lakes Cold Storage
6531 Cochran Road
Solon, OH 44139
Bankruptcy Case No.: 11-20096
Chapter 11 Petition Date: November 30, 2011
Court: U.S. Bankruptcy Court
Northern District of Ohio (Cleveland)
Judge: Arthur I. Harris
Debtor's Counsel: Jeffrey M. Levinson, Esq.
LEVINSON LLP
3783 S. Green Road
Beachwood, OH 44122
Tel: (216) 514-4935
Fax: (216) 514-4936
E-mail: jml@jml-legal.com
- and ?
Scott H. Scharf, Esq.
SCOTT H. SCHARF CO., LPA
3783 South Green Road
Cleveland, OH 44122
Tel: (216) 514-2225
Fax: (216) 514-3142
E-mail: scharf@scharflegal.com
Scheduled Assets: $1,401,820
Scheduled Debts: $20,058,717
The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohnb11-20096.pdf
The petition was signed by Patrick J. Gorbett, president and CEO.
Affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Cortom LLC 11-20094 11/30/11
GOURMET KITCHENS: Taylor Wins Auction With $13.2MM Bid
------------------------------------------------------
Kate MacArthur at Chicago Business reports that Gourmet Kitchens
Inc. was sold on Dec. 1, 2011, through bankruptcy court to Taylor
Prepared Foods Inc.
According to the report, Taylor's acquisition topped a stalking
horse bid of $13.2 million in cash by Flying Food Group LLC. The
final sale price includes that same cash amount, plus assumed
obligations and other payments. Seven creditors filed for $21
million in claims.
The closing date of the sale is set for Dec. 6, 2011.
Based in Chicago, Illinois, Gourmet Kitchens Inc., fka Last Minute
Gourmet, filed for Chapter 11 protection on May 8, 2011 (Bankr.
N.D. Ill. Case No. 11-19605). Judge Jacqueline P. Cox presides
over the case. Nathan Q. Rugg, Esq., at Adelman & Gettleman,
Ltd., represents the Debtor. The Debtor estimated assets of
between $1 million and $10 million, and debts of between
$10 million and $50 million.
GRACEWAY PHARMACEUTICALS: Medicis Acquires All Assets
-----------------------------------------------------
Medicis has completed its acquisition of substantially all of the
assets of Graceway Pharmaceuticals, LLC, following approval by
Graceway's board of directors, clearance under the Hart-Scott-
Rodino Act and final approval by the U.S. bankruptcy court
overseeing Graceway's Chapter 11 case and the Canadian court
overseeing the receivership of Graceway's Canadian subsidiary.
Medicis announced on Nov. 18, 2011, that the Company was the
successful bidder at a bankruptcy auction conducted by Graceway
for substantially all of the outstanding U.S. and Canadian
pharmaceutical assets of Graceway. Graceway filed for Chapter 11
bankruptcy protection on September 29, 2011.
"We are pleased to announce the close of this important
transaction as Medicis broadens its presence within dermatology,"
said Jonah Shacknai, Chairman and Chief Executive Officer of
Medicis. "We are confident that key Graceway products currently
in the marketplace represent a sound investment in the future of
Medicis. The Graceway research and development (R&D) pipeline
includes several patented and patent-pending, mid- and late-stage
assets which may represent annual net sales peak potential of over
$500 million. We remain committed to the growth of our current
brands and are excited at this opportunity to diversify our
product portfolio."
Terms of the Transaction
Under the terms of the transaction, Medicis paid to Graceway a
purchase price of $455 million for Graceway's commercial
pharmaceutical product portfolio, which includes prescription
products in the dermatology, respiratory and women's health
specialties, and certain other assets. Included in the purchase
is a strong R&D pipeline:
-- a formulation-stage dermatology project with an
applied-for patent and projected annual peak sales
in excess of $200 million;
-- a Phase 2 dermatology new chemical entity product
currently patent-protected through 2016 with a
potential patent term extension of up to five years
and projected peak sales in excess of $200 million;
and
-- a nearer-term women's health product which has
completed Phase 2 and will soon enter Phase 3 with
an applied-for patent and projected annual peak
sales in excess of $100 million.
About Medicis
Medicis is the leading independent specialty pharmaceutical
company in the United States focusing primarily on the treatment
of dermatological and aesthetic conditions. The Company is
dedicated to helping patients attain a healthy and youthful
appearance and self-image. Medicis has leading branded
prescription products in a number of therapeutic and aesthetic
categories. The Company's products have earned wide acceptance by
both physicians and patients due to their clinical effectiveness,
high quality and cosmetic elegance.
About Graceway Pharmaceuticals
Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.
Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.
The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan. Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.
Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors. Latham & Watkins LLP is the co-counsel. Alvarez
and Marsal North America, LLC, is the financial advisor. Lazard
Freres & Co. LLC is the investment banker. PricewaterhouseCoopers
LLP is the tax consultant. BMC Group serves as claims and notice
agent.
Lowenstein Sandler PC serves as the committee counsel.
GYMBOREE CORP: Bank Debt Trades at 10% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Gymboree
Corporation is a borrower traded in the secondary market at 89.85
cents-on-the-dollar during the week ended Friday, Dec. 2, 2011, a
drop of 0.73 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
117 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 Jan. 30, 2010, the Company
conducted its business through five divisions: Gymboree, Gymboree
Outlet, Janie and Jack, Crazy 8, and Gymboree Play & Music. As of
Jan. 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.
HAMPTON ROADS: Jordan Slone Resigns as Class C Director
-------------------------------------------------------
Jordan E. Slone resigned as a Class C member of the Board of
Directors of Hampton Roads Bankshares, Inc., effective Dec. 2,
2011. There were no disagreements as to the Company's operations,
policies or practices that led to Mr. Slone's resignation from the
Company's Board of Directors.
About Hampton Roads Bankshares
Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia. The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961. Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co. Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.
Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission. The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.
Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.
The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010. However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.
The 2010 results did not include a going concern qualification
from Yount Hyde.
The Company reported a net loss of $210.35 million on
$122.20 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $201.45 million on
$149.44 million of total interest income during the prior year.
The Company also reported a net loss of $76.82 million on
$77.91 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $176.07 million on
$93.61 million of total interest income for the same period a year
ago.
The Company's balance sheet at Sept. 30, 2011, showed
$2.43 billion in total assets, $2.30 billion in total liabilities,
and $135.67 million in total shareholders' equity.
HARVEST OAKS: Directs Expert Appraisers to Recalculate Valuation
----------------------------------------------------------------
The Hon. Stephani W. Humrickhouse the U.S. Bankruptcy Court for
the Eastern District of North Carolina directed Harvest Oaks Drive
Associates, L.L.C., and lender CSMC 2006-05 Strickland Road, to
recalculate the discounted cash flow analysis, and submit the
resulting valuation number to the Court.
The Court also directed Mr. Morris to substitute a 7.5% vacancy
rate and a 9% discount rate with an 8.5% terminal cap rate.
Previously, Frank Leatherman, the Debtor's expert appraiser, and
Chris Morris, the lender's expert appraiser testified as to the
"as is" value of the Shopping Center on Aug. 11, 2011. Mr. Morris
opined that the value was $11,700,000, while Mr. Leatherman's
opinion was $14,482,000.
Mr. Morris employed a 15% vacancy rate and Mr. Leatherman employed
a 5% vacancy rate. Mr. Morris selected a 9.75% discount rate in
year 1 and a 9.5% discount rate in years 2 through 10.
Mr. Leatherman used an 8% discount rate and an 8.5% terminal cap
rate.
CSMC holds a note secured by essentially all of the assets of the
Debtor -- a shopping center located at Strickland and Lead Mine
Roads, Raleigh, North Carolina -- including the Shopping Center,
rents, security deposits and other accounts associated with the
Shopping Center.
The purpose of the valuation is for plan treatment. The parties
have sought the Court's determination of the lender's secured
claim so that the Debtor can propose and the lender can evaluate
and vote on plan treatment. The value determination will set the
amount of the secured claim, and as a result, the amount of the
unsecured claim, if any.
About Harvest Oaks
Harvest Oaks Drive Associates, LLC, owns a shopping center in
North Raleigh located at 9650 Strickland Road and 8801 Lead Mine
Road, in Raleigh, North Carolina. The Shopping Center has
numerous tenants that include chain stores such as the Kerr Drug
and the UPS store, and local businesses such as restaurants,
shops, and other retail businesses.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 10-03145) on April 21, 2010. Trawick H
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company
in its restructuring effort. In its schedules, the Company
disclosed $15,832,000 in assets and $14,634,161 in liabilities.
HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 74.70 cents-on-
the-dollar during the week ended Friday, Dec. 2, 2011, an increase
of 1.39 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. The Company pays 200 basis points above LIBOR to borrow
under the facility. The bank loan matures on March 26, 2014, and
carries Moody's 'Caa2' rating and Standard & Poor's 'CCC+' rating.
The loan is one of the biggest gainers and losers among 117 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
About Hawker Beechcraft
Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide. The Company's balance sheet at June 30, 2011, showed
$3.01 billion in total assets, $3.33 billion in total liabilities,
and a $317.30 million deficit.
Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010. Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively. The Company reported a net loss of $126 million on
$1.14 billion of total sales for the six months ended June 30,
2011, compared with a net loss of $120 million on $1.20 billion of
total sales for the six months ended June 27, 2010.
To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program. The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.
* * *
As reported by the TCR on Sept. 16, 2011, Moody's Investors
Service has lowered all the credit ratings, including the
corporate family rating to Caa3 from Caa2, of Hawker Beechcraft
Acquisition Company LLC. The rating outlook is negative.
The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon. Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable. Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook. Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio. While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak. As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)
HEALTH CARE, CULLMAN: Fitch Affirms $68-Million Bonds at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Health Care Authority of Cullman County bonds issued on behalf of
Cullman Regional Medical Center (CRMC):
-- $68.8 million revenue bonds, Series 2009A.
The Rating Outlook is Revised to Negative from Stable.
The bonds are secured by a pledge of gross revenues, a mortgage,
and a debt service reserve fund.
OPERATING VOLATILITY: The Outlook revision to Negative is driven
by CRMC's poor operating performance in the fiscal year ended June
30, 2011, due to ineffective revenue cycle management and flat
utilization that resulted in a decline in net patient revenue.
Fiscal 2011 follows several years of operating losses, which have
continued into the first quarter of fiscal 2012.
REVENUE CYCLE CHALLENGES: CRMC's revenue collection and operating
cash flow continue to be hindered by the inability to efficiently
bill and collect for its services, which presents significant
credit concern. This is further exacerbated by a challenging
payor mix and large levels of bad debt. CRMC has decided to
outsource the billing and collection function as of Jan. 1, 2012.
WEAK COVERAGE METRICS: As calculated by Fitch, CRMC's coverage of
maximum annual debt service (MADS) coverage by EBITDA dropped to a
marginal 1.2 times (X) in fiscal 2011, improving slightly to 1.7x
in the interim period.
ELEVATED DEBT LEVEL: CRMC's debt burden is considerable, and its
balance sheet provides only limited flexibility against operating
volatility. Its bonds are 100% fixed rate, and CRMC has no plans
for additional issuance.
SOLID MARKET POSITION: CRMC's position as the only community
hospital in Cullman County provides for a leading market position
and makes CRMC a sought-after partner for acute providers in
Birmingham and Huntsville.
LACK OF REVENUE GROWTH: A failure to address revenue cycle issues
within the next 12 months, resulting in top line revenue growth
and improved profitability, would likely result in negative rating
action.
The Outlook Revision to Negative reflects CRMC's poor operating
performance, which has been volatile historically. Fiscal year
ended June 30, 2011 results were weak, with CRMC generating a
negative 4.1% operating margin and a 5.8% EBITDA margin, both
below Fitch's non-investment grade medians of 0.4% and 5.8%,
respectively. Weak performance was driven primarily by flat
utilization and revenue cycle challenges. Fiscal 2011 revenues
were 0.7% below 2010 levels, while total expenses increased 1.9%
over the prior year. While better expense controls have since
generated marginal improvement, CRMC is still operating at a loss,
with a negative 1.0% operating margin and 8.3% EBITDA margin in
the three-month interim period ended Sept. 30, 2011.
CRMC's fiscal 2012 budget includes an operating income of $660
thousand or 0.6% operating margin, and the Outlook revision
reflects in part Fitch's belief that CRMC will be challenged to
meet it. However, further negative rating action is precluded at
this time by the significant upside potential related to the
changes CRMC's has now implemented to its revenue cycle function
in addition to other revenue improvement initiatives.
In fiscal 2011, CRMC's audit uncovered deficiencies related to its
revenue collection practices. CRMC has restructured its finance
division, and will outsource its patient financial services
function to Huntsville Hospital, effective Jan. 1, 2012.
As of Sept. 30, 2011 days in accounts receivable was 69.7 days,
which has always been very high, ranging from 70-80 days
historically. A challenging payor mix presents additional
collection difficulties, as evidenced by CRMC's very high bad debt
expense reflecting 19.6% of revenues through the interim period,
as well as rising Medicaid and self-pay payors.
Coverage metrics declined in fiscal 2011, reflective of weakened
operating performance. CMRC covered MADS at 1.2x by EBITDA and
0.8% by operating EBITDA, as calculated by Fitch, which includes
lease obligations. As calculated under its master indenture, CRMC
generated 1.52x coverage, ahead of it's 1.10x covenant
requirement.
The overall debt level is elevated, as evidenced by debt to
capitalization of 83.8% and debt to EBITDA of 7.1x through the
three-month interim period, against Fitch's non-investment grade
medians of 54.6% and 5.0x, respectively. CRMC's liquidity
position provides minimal cushion with 100.3 days cash on hand
(DCOH) and 35.4% cash to debt at Sept. 30, 2011 but has remained
largely stable from 109.9 DCOH and 41.7% cash to debt at fiscal
2011. CRMC has no plans for additional debt.
CRMC has a stable market position as the only acute community
hospital in Cullman County, which provides for a leading position
and good relationship with regional payers and tertiary referral
centers. An affiliation with a tertiary provider would be a
credit positive, and CRMC is currently weighing options from
various systems. Fitch will continue to monitor any formal
changes as they arise.
CRMC is an acute care general hospital with 145 licensed beds (115
beds in service), located in Cullman, AL, which is 50 miles north
of Birmingham. CRMC is designated as a Level III trauma center and
the only provider of interventional cardiology services through an
affiliation agreement with University of Alabama Medical System at
Birmingham (UAB) between Birmingham and Huntsville. Total
revenues were $116.4 million in fiscal 2011, excluding bad debt
expense. The hospital covenants to disclose quarterly unaudited
(within 60 days) and annual audited financial statements (within
120 days) including management discussion and analysis by to the
Municipal Securities Rulemaking Board's EMMA System. Fitch
believes that CRMC disclosure practices are very good.
HEARTLAND INVESTORS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Heartland Investors, Inc.
10S059 Schoger Drive
Naperville, IL 60564
Bankruptcy Case No.: 11-48180
Chapter 11 Petition Date: November 30, 2011
Court: U.S. Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Jacqueline P. Cox
Debtor's Counsel: Daniel A. Zazove, Esq.
PERKINS COIE LLP
131 S. Dearborn, Suite 1700
Chicago, IL 60603-5559
Tel: (312) 324-8605
Fax: (312) 324-9400
E-mail: dzazove@perkinscoie.com
- and ?
Kathleen A. Stetsko, Esq.
PERKINS COIE LLP
131 S. Dearborn, Suite 1700
Chicago, IL 60603
Tel: (312) 324-8400
E-mail: kstetsko@perkinscoie.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company's list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-48180.pdf
The petition was signed by Donna Sharkey, president.
HIGH COUNTRY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: High Country of Ashe, LLC
203 Hampton Place
West Jefferson, NC 28694
Bankruptcy Case No.: 11-51454
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Western District of North Carolina (Wilkesboro)
Judge: Laura T. Beyer
Debtor's Counsel: Edward C. Hay, Jr., Esq.
PITTS, HAY & HUGENSCHMIDT, P.A.
137 Biltmore Avenue
Asheville, NC 28801
Tel: (828) 255-8085
Fax: (828) 251-2760
E-mail: ehay@phhlawfirm.com
Scheduled Assets: $25,500
Scheduled Debts: $3,310,424
The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-51454.pdf
The petition was signed by Amar Navnit Patel, managing member.
HLB MORALES: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: HLB Morales Padillo & Co PSC
A & M Towers
201 Del Parque Street, Suite 700
San Juan, PR 00912
Bankruptcy Case No.: 11-10379
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
LAW OFFICE OF CARLOS RODRIGUEZ QUES
P.O. Box 9023115
San Juan, PR 00902-3115
Tel: (787) 724-2867
E-mail: cerqlaw@coqui.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company?s list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb11-10379.pdf
The petition was signed by Pablo A. Morales, president.
HOSPITAL DAMAS: Special Counsel Changes Name to Jorge P. Sala Law
-----------------------------------------------------------------
Hospital Damas, Inc., informed the U.S. Bankruptcy Court for the
District of Puerto Rico of the change of name of its special
counsel Sala, Hernandez & Garcia, C.S.P.
On Dec. 10, 2010, the Court approved the employment of Sala,
Hernandez as counsel for labor law matters.
The Debtor relates that the composition of Hernandez, C.S.P. was
changed on July 15, 2011, and the firm was renamed Jorge P. Sala
Law Offices.
About Hospital Damas
Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010. Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel. Silva CPA Group serves as its financial advisor.
Enrique Peral Law Offices, P.S.C., as special counsel. FPV
Galindez PSC to will assist in processing and preparing
statistical data required for the preparation of the Medicare cost
report.
In October 2010, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors of the
Debtor. Todd C. Meyers, Esq., and Colin M. Bernardino, Esq., at
Kilpatrick Stockton LLP, represents the Committee as legal
counsel, and Edgardo Munoz, Esq., at Edgardo Munoz, PSC, serves
the Committee as local counsel. J.H. Cohn LLP as its financial
advisors.
In its schedules, the Debtor disclosed $24,017,166 in total
assets and $21,267,263 in total liabilities as of the Petition
Date.
IDEAL FINANCIAL: Reports $2.4-Mil. Third Quarter Net Income
-----------------------------------------------------------
Ideal Financial Solutions, Inc., filed on Nov. 22, 2011, an
amended quarterly report on Form 10-Q/A for the three months ended
Sept. 30, 2011.
The Company reported net income of $2.4 million on $3.3 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $159,011 on $595,364 of revenues for the same period
in 2010.
For the nine months ended Sept. 30, 2011, the Company reported net
income of $2.6 million on $4.7 million of revenues, compared with
a net loss of $371,633 on $5.6 million of revenues for the same
period last year.
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about Ideal Financial Solutions'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.
The independent auditors noted that during the year ended Dec. 31,
2010, the Company suffered a loss of $936,685 and used $248,841 of
cash in its operating activities. Through Dec. 31, 2010, the
Company has accumulated a deficit of $8.4 million and as of
Dec. 31, 2010, the Company had a stockholders' deficit of
$1.2 million and its current liabilities exceeded its current
assets by $1.2 million.
In addition, during the second quarter of 2010, the Company
incurred a $707,500 charge for alleged credit card fines and
penalties incurred in excess of the reserves held by a merchant
bank.
A copy of the Form 10-Q/A is available for free at:
http://is.gd/saBXVt
Las Vegas, Nev.-based Ideal Financial Solutions, Inc., provides
customer service, fulfillment, marketing, web design, online
merchant activity, bookkeeping and other consulting services to
third-party
companies that wish to outsource their online marketing functions.
These companies also offer the Company's software to their
employees or customers through licensing agreements.
INFLATABLE INCORPORATED: Case Summary & Creditors List
------------------------------------------------------
Debtor: Inflatable Incorporated
fka Inflatable Zone, Inc.
fdba Inflatable Zone Katy
dba Inflatable Katy
2482 S. Mason Road
Katy, TX 77450
Bankruptcy Case No.: 11-40025
Chapter 11 Petition Date: November 30, 2011
Court: U.S. Bankruptcy Court
Southern District of Texas (Houston)
Judge: Letitia Z. Paul
Debtor's Counsel: Matthew Brian Probus, Esq.
WAUSON PROBUS
One Sugar Creek Center Boulevard, Suite 880
Sugar Land, TX 77478
Tel: (281) 242-0303
Fax: (281) 242-0306
E-mail: mbprobus@w-plaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company's list of its seven largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txsb11-40025.pdf
The petition was signed by Blake Roberts, president.
INNER CITY MEDIA: Court Approves Rothschild as Financial Advisor
----------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York granted Inner City Media Corporation
and its debtor-affiliates authority to employ Rothschild, Inc., as
financial advisor and investment banker nunc pro tunc to the
Petition Date.
Rothschild will:
(a) identify or initiate potential transactions;
(b) review and analyze the business plans and financial
projections prepared by the Debtors including, but not
limited to, testing assumptions and comparing those
assumptions to historical Debtor and industry trends;
(c) evaluate the Debtors' debt capacity in light of their
projected cash flows and assist in the determination of an
appropriate capital structure for the Debtors;
(d) assist the Debtors in soliciting financing to the extent
the Debtors require incremental financing and/or
refinancing capital;
(e) assist the Debtors and their other professionals in
reviewing the terms of any proposed Transaction or other
transaction, in responding thereto and, if directed, in
evaluating alternative proposals for a Transaction;
(f) determine a range of values for the Debtors and any
securities that the Debtors offer or propose to offer in
connection with a Transaction;
(g) advise the Debtors on the risks and benefits of
considering a Transaction with respect to the Debtors'
intermediate and long-term business prospects and
strategic alternatives to maximize the business enterprise
value of the Debtors;
(h) solicit proposals and review and analyze any proposals the
Debtors receive from third parties in connection with a
Transaction or other transaction, including, without
limitation, any proposals for debtor-in-possession
financing, as appropriate;
(1) assist or participate in negotiations with the parties in
interest, including, without limitation, any current or
prospective creditors of, holders of equity in, or
claimants against the Debtors or their respective
representatives in connection with a Transaction or other
transaction;
(j) advise the Debtors with respect to, and attend, meetings
of the Debtors' Board of Directors, creditor groups,
official constituencies and other interested parties, as
necessary;
(k) if requested by the Debtors, participate in hearings
before this Court and provide relevant testimony with
respect to issues arising in connection with any proposed
Plan; and
(1) render (to the extent permitted by further orders of this
Court) such other financial advisory and investment
banking services as may be agreed upon by Rothschild and
the Debtors.
The Debtors will pay Rothschild according to this fee structure:
(a) Monthly Fees: Whether or not a Transaction is proposed or
consummated, an advisory fee of $150,000 per month,
provided, however, that beginning after the four-month
anniversary of this Agreement, 50% of any and all future
Monthly Fees paid by the Debtors will be credited against
the Completion Fee.
(b) Completion Fee: The Engagement Letter provided for a fee
of $2,500,000, payable immediately upon the earlier of (i)
the confirmation and effectiveness of a Plan and (ii) the
closing of another Transaction.
(c) New Capital Fee: A new capital fee equal to (i) 1.0% of the
face amount of any senior secured debt raised including,
without limitation, any debtor-in-possession financing
raised; (ii) 2.0% of the face amount of any junior secured
debt raised; (iii) 3.0% of the face amount of any senior
or subordinated unsecured debt raised and (iv) 4.0% of any
equity capital, or capital convertible into equity,
raised, including, without limitation, equity underlying
any warrants, purchase rights and similar contingent
equity securities. The New Capital Fee shall be payable
upon the closing of the transaction by which the new
capital is committed. The New Capital Fee shall be
payable only to the extent it is raised from a source that
is outside of the Company's current capital structure,
including without limitation, Inner City Broadcasting
Corporation or any of its affiliates.
(d) Reimbursement of Expenses: In addition to the Fees,
regardless of whether any Transaction occurs, the Debtors
will promptly reimburse Rothschild for its reasonable
expenses incurred in connection with the performance of
its engagement, and the enforcement of this Agreement,
including, without limitation, the reasonable fees,
disbursements and other charges of Rothschild's counsel.
Reasonable expenses also include, but are not limited to,
expenses incurred in connection with travel and lodging,
data processing and communication charges, research and
courier services.
(e) Fee Cap: The aggregate amount of Fees will not exceed
$4,000,000.
Neil A. Augustine, a senior managing director at Rothschild,
assured the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The Debtors said that the Court entered an order authorizing them
to employ and retain Rothschild as their financial advisor and
investment banker in accordance with the terms and conditions set
forth in the Engagement Letter but with modification.
The Court ordered that the amount of Rothschild's Completion Fee
will be amended in these respects:
1) in the event of a credit bid sale to the Petitioning
Creditors of all or substantially all of the Debtors'
assets (whether pursuant to a section 363 sale, a plan
or otherwise) (a "Credit Bid Sale"), Rothschild will
earn, upon consummation of such Credit Bid Sale, a
Completion Fee equal to the greatest of (a) $750,000,
(b) the amount received by Alvarez & Marsal on account
of its claims as agreed upon by the Petitioning Creditors
and, and (c) $1,500,000 minus the A&M Amount and;
provided, if the Petitioning Creditors consent to the
sale of the San Francisco radio station to a third party
purchaser unaffiliated with the Petitioning Creditors in
connection with the Credit Bid Sale (whether pursuant to
a section 363 sale, a plan or otherwise), the Completion
Fee (whether based on clause (a), (b) or (c) hereof)
will be increased by an amount equal to one percent (1%)
of the consideration received for the San Francisco
radio station;
2) in the event of a sale of all or substantially all of the
Debtors' assets to a third party purchaser unaffiliated
with the Petitioning Creditors (whether pursuant to a
section 363 sale, a plan or otherwise) (a "Third Party
Sale"), Rothschild will earn, upon consummation of such
Third Party Sale, a Completion Fee equal to the greater
of (a) one percent (1%) of the consideration received for
the Debtors' assets in connection with such Third Party
Sale and (b) the Completion Fee that would have been
earned under clause (i) had the Third Party Sale been a
Credit Bid Sale; and
3) in the event of the earlier of the confirmation of a
Plan or the closing of another Transaction that
includes neither a Credit Bid Sale nor a Third Party
Sale, Rothschild shall earn a Completion Fee in the
amount that would have been earned upon a Credit Bid
Sale under clause (i) had the Plan or other Transaction
been a Credit Bid Sale.
During any interval, due solely to timing of FCC approvals,
between approval by the Court of a plan, Credit Bid Sale or Third
Party Sale and effectiveness or consummation of such plan or sale
(i) Rothschild will credit against the Transaction Fee the amount
of any Monthly Fees earned after such Court approval in excess of
$450,000, up to the amount of the Transaction Fee ("Full Credit")
and (ii), after Full Credit, Rothschild will earn no additional
Monthly Fees. Except as described in this paragraph, there shall
be no crediting of any Monthly Fees against the Transaction Fee.
About Inner City Media Corp.
On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.
The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes. More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.
Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.
Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code. The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.
Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.
Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers. GCG Inc. serves as the Debtors' claims agent.
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.
INT'L ENVIRONMENTAL: Seeks to Employ Cypress as Counsel
-------------------------------------------------------
International Environmental Solutions Corporation seeks permission
from the U.S. Bankruptcy Court for the Central District of
California to employ Cypress, LLP, as its bankruptcy counsel.
Upon retention, Cypress will:
(a) advise the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
Office of the United States Trustee as they pertain to the
Debtor;
(b) advise the Debtor with regard to certain rights and
remedies of its bankruptcy rights, claims and interests of
creditors;
(c) represent the Debtor in any proceedings or hearing in the
Bankruptcy Court involving its estate unless the Debtor is
represented in those proceedings or hearing by other
special counsel;
(d) conduct examinations of witnesses, claimants or adverse
parties and represent the Debtor in any adversary
proceedings except to the extent that any such adversary
proceeding is in the area outside of Cypress's expertise or
which is beyond Cypress's staffing capabilities;
(e) prepare and assist the Debtor in the preparation of
reports, applications, pleadings and orders;
(f) represent the Debtor with regard to obtaining use of
debtor-in-possession financing or cash collateral
including, but not limited to, negotiating and seeking
Bankruptcy Court approval of any debtor-in-possession
financing or cash collateral pleading or stipulation; and
(g) assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization
and the preparation and approval of a disclosure statement
in respect to the plan;.
Professionals at Cypress and their current hourly rates are:
Howard Levine $500
Brent Bradley $500
Nabil Abu-Assal $595
Bob Muller $550
Mark Lynch $550
Doug Roy $450
Carlo D'ltrl $450
Erin Campbell $450
Hyura Chol $450
Paralegal $150
Cypress was first employed by the Debtor in Aug. 18, 2011, to
assist in pre-bankruptcy planning. Cypress received a $50,000
prepetition retainer.
To the best of the Debtor's knowledge, Cypress is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
International Environmental Solutions, based in Menifee,
California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-44755) on Nov. 11, 2011. Judge Wayne E. Johnson
presides over the case. Howard S. Levine, Esq. --
howard@cypressllp.com -- at Cypress LLP, serves as the Debtor's
counsel. In its petition, the Debtor estimated $10 million to $50
million in both assets and debts. The petition was signed by Gary
Allen, president.
J.C. EVANS: Bankruptcy Halts Texas DOT Construction Project
-----------------------------------------------------------
The Palestine (Tex.) Herald-Press reports that contractor J.C.
Evans has filed for Chapter 11 bankruptcy, causing construction
work to officially stop Nov. 30, 2011. J.C. Evans is the
contractor for the Texas Department of Transportation's ongoing
Loop 256 widening job in Palestine, Texas.
According to the report, J.C. Evans crews were still at work on a
project in the Waco area last week, but stopped work on Nov. 30,
2011. Work on the Loop 256 job slowed in September when an Evans
subcontractor was injured during efforts to demolish the first of
two bridges on the project site.
The report says, since then, with Evans in bankruptcy, TxDOT and
the Palestine community have been forced to wait for the process
to resolve itself.
The report relates that the next step in the bankruptcy process is
for the project's bonding company, which is required for all TxDOT
contracts in case the contractor cannot finish the work, to work
with TxDOT to assign a 'completion contractor' to the job and
resume the work. The bonding company ensures that the $7.6
million project to widen NE Loop 256 to four lanes between US 79
and US 84 will be completed to all TxDOT standards at no
additional cost to the taxpayer.
JK HARRIS: CEO Plans to Access Money to Pay Off Debts
-----------------------------------------------------
John McDermott at The Post and Courier reports that John K.
Harris, founder and Chief Executive of JK Harris & Co. LLC, said
he plans to seek court approval to borrow money that would enable
the firm to pay off some of its debts and continue operating
independently.
According to the report, Mr. Harris said he was to meet with three
investors, including his current primary backer, about how to
structure the new financing immediately after a Nov. 29 hearing.
According to the report, Mr. Harris said the cash infusion would
buy the firm enough time to emerge from bankruptcy, stabilize its
tax representation business and sell itself at a reasonable price.
Without the financing, the company would be forced into a quick,
court-supervised fire sale.
"If we don't get . . . financing, we won't make it though to New
Year's," the report quotes Mr. Harris as saying.
The report says an informal offer is on the table, according to
the firm's attorney Bill McCarthy, Esq., who described the size of
the bid as "a low amount." The prospective buyer was not
identified in court testimony.
JK Harris & Co. LLC filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 11-06254) on Oct. 7, 2011, in Charleston, South Carolina,
represented by G. William McCarthy, Jr., Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina. The Debtor listed assets
of $4.9 million against debt totaling $30.9 million.
LEE ENTERPRISES: To Pursue Pre-Packaged Chapter 11 Next Week
------------------------------------------------------------
Lee Enterprises, Incorporated has reached a key agreement
necessary to proceed with a comprehensive refinancing of its debt.
The agreement will extend Lee's Pulitzer Notes debt maturity to
December 2015 and enable implementation of the overall refinancing
plan announced in September.
This is welcome news for all who have a stake in Lee," said Mary
Junck, chairman and chief executive officer. "We have achieved
agreements with an overwhelming majority of our creditors on
reasonable terms that preserve stockholders' interests in the
company with only 13% dilution. As we previously noted as a
possibility, implementation will require a favorable, voluntary,
prepackaged Chapter 11 process to bind the remaining minority of
non-consenting lenders to the terms. While such a filing falls
under bankruptcy laws, it differs significantly from most such
filings because it preserves interests of our current stockholders
and all other parties. In our case, the process will simply
provide a favorable legal framework for implementing the pre-
negotiated refinancing on an expedited basis while business
continues as usual with no impact on employees, vendors and
customers. The refinancing, combined with our strong cash flow,
will keep Lee on solid financial footing as we continue reshaping
our company for long-term success by expanding our digital
platforms, building audiences, driving sales and deleveraging to
improve our balance sheet."
Lee announced in September that its credit facility will be
amended and extended beyond its current maturity of April 2012 in
a structure of first and second lien debt. The first lien debt
consists of a term loan of $689.5 million, as well as a new $40
million revolving credit facility that is not expected to be drawn
at closing, both of which mature in December 2015. The second
lien debt consists of a $175 million term loan maturing in April
2017.
As a condition to the refinancing of the credit facility announced
in September, Lee was required to refinance the remaining $138
million of its Pulitzer Notes debt with a separate loan to be
arranged. Subsequent credit market conditions did not allow for
that debt to be refinanced on acceptable terms, and as a result,
Lee chose to seek an amendment of the current agreement with
existing creditors. Under the new agreement, the Pulitzer Notes
will carry an interest rate of 10.55%, increasing 0.75% in January
2013 and each year thereafter. After adjustment for principal
payments and non-cash fees to be paid to noteholders, the amended
Pulitzer Notes will have a balance of $126.4 million at the
closing of the transaction.
The support agreement executed by the Pulitzer noteholders takes
effect today, as does an amendment to Lee's current credit
facility to allow unscheduled principal payments on the Pulitzer
Notes and to facilitate other aspects of the refinancing.
Additional details are included in documents being filed with the
Securities and Exchange Commission.
Carl Schmidt, vice president, chief financial officer and
treasurer, said Lee and its majority-owned subsidiaries expect to
initiate the voluntary pre-packaged Chapter 11 filing on or about
Dec. 12, 2011. Lee's interests in Tucson, AZ, and Madison, WI,
are not included in the filing.
"Our current debt agreements require 100% approval for key
changes, including extension of maturities. Because credit market
conditions dictated the need to extend the Pulitzer Notes debt
with current holders, we were not able to upsize the Pulitzer
facility to $175 million as we had planned," he said.
"Consequently, our ability to pay out the last 6% of non-
consenting lenders under our credit facility was limited, making
the use of the prepackaged process necessary. This process is
expected to have no adverse impact on company governance or
operations. Immediately upon filing, the company will request
authority to pay all suppliers and other vendors without delay,
which is commonly approved in similar situations. All our digital
and print products will be published as usual and no employees
will be impacted. We expect to complete the restructuring process
quickly and without disruption to our business, likely in 60 days
or less."
He said the refinancing process also is not expected to affect the
trading of Lee Common Stock on the New York Stock Exchange in
light of the expected meaningful continuing equity value to be
retained by current common equity holders. Lee is currently
operating under an NYSE-approved plan, which is subject to
periodic reassessment by the NYSE, to address non-compliance
issues, including the need to increase the average closing price
to $1 per share in accordance with NYSE requirements.
Schmidt added: "Our Annual Report on Form 10-K for the 2011 fiscal
year will be filed with the SEC on or about December 9. Since the
refinancing process will not be complete by that time, we expect
KPMG LLP's opinion on our consolidated financial statements will
be modified to contain going concern qualifying language. We also
expect KPMG will re-evaluate the need for such qualifying language
in the audit opinion upon our emergence from Chapter 11
proceedings."
The Blackstone Group is serving as Lee's financial adviser for the
transactions.
About Lee Enterprises
Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weeklies.
Revenue for the 12 months ended December 2010 was approximately
$780 million.
The Company's balance sheet at June 26, 2011, showed $1.18 billion
in total assets, $1.26 billion in total liabilities, and a
$75.71 million total deficit.
* * *
As reported by the Troubled Company Reporter on May 16, 2011,
Standard & Poor's lowered its preliminary corporate credit rating
on Lee to 'B-' from 'B'. The rating outlook is negative. "The
downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond. "We withdrew our 'B' preliminary issue rating on Lee
Enterprises' proposed $680 million first-lien senior secured notes
due 2017 with a preliminary recovery rating of '3' (also
withdrawn), indicating our expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default," S&P
related.
As reported by the TCR on May 6, 2011, Moody's withdrew its
ratings on Lee after the publisher cancelled a planned refinancing
that would have included the upsizing of its first lien senior
secured notes due 2017 to $680 million from $675 million, and
shifting of the coupon on the $375 million senior secured notes
due 2018 to a cash/PIK combination from all cash. Moody's had
previously assigned Caa1 Corporate Family Rating on Lee.
LEVEL 3: STT Crossing Discloses 24.3% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, STT Crossing Ltd and its affiliates disclosed
that, as of Nov. 28, 2011, they beneficially own 50,498,593 shares
of common stock of Level 3 Communications, Inc., representing
24.3% of the shares outstanding. As previously reported by the
TCR on Oct. 10, 2011, STT Crossing disclosed beneficial ownership
of 757,478,896 shares or 24.8% Equity Stake. A full-text copy of
the amended Schedule 13D is available at http://is.gd/f13X4L
About Level 3 Communications
Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.
The Company's balance sheet at Sept. 30, 2011, showed $9.25
billion in total assets, $9.77 billion in total liabilities and a
$523 million total stockholders' deficit.
Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.
LI-ON MOTORS: Madsen & Associates Raises Going Concern Doubt
------------------------------------------------------------
Li-on Motors Corp., formerly EV Innovations, Inc., filed on
Nov. 15, 2011, its annual report on Form 10-K for the fiscal year
ended July 31, 2011.
Madsen & Associates, CPA's Inc., Murray, Utah, expressed
substantial doubt about Li-on Motors' ability to continue as a
going concern. The independent auditors noted that the Company
did not have any revenue from vehicle sales in 2011, does not have
cash flows to support its current operations and needs reserve to
cover expenses in future periods as the Company continues to incur
losses from operations.
The Company reported net income of $118,921 on $711,180 of
revenues for the fiscal year ended July 31, 2011, compared with a
net loss of $3.93 million on $614,714 of revenues for the fiscal
year ended July 31, 2010.
The Progressive Insurance Automotive X-Prize, competition was
announced in April 2008 as a way to spur the development of clean,
high-mileage vehicles, and is funded for a total of $10 million,
which will be divided among three separate categories. The
Company was the winner in its entry class. On Oct. 27, 2010, the
Company received net proceeds of approximately $2.30 million from
X-Prize and was recorded as other income in the Company's
consolidated statement of operations for the year ended July 31,
2011.
The Company's balance sheet at July 31, 2011, showed $4.35 million
in total assets, $4.29 million in total liabilities, and
stockholders' equity of $56,562.
A copy of the Form 10-K is available for free at:
http://is.gd/xM3g2N
Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000. The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.
LIONCREST TOWERS: Court Considers Request for Cash Use Today
------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing today,
Dec. 6, 2011, at 10:30 a.m., to consider motions to (i) use the
cash collateral; and (ii) provide adequate protection.
As reported in the Troubled Company Reporter on Nov. 23, 2010,
Wells Fargo, asserts a senior mortgage lien and against the
Debtor's residential apartment project in Richton Park, Illinois,
known as Park Towers, pursuant to a senior mortgage indebtedness
of $29.50 million. Wells Fargo also asserted a security interest
in and lien upon, among other things, the rents being generated at
the property.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant Wells Fargo a valid, perfected,
enforceable and non-avoidable first priority interest in and lien
and mortgage upon all of the Debtor's assets. The Debtor will also
provide the Wells Fargo any reports or other information
concerning any sale or proposed sale of the Debtor's assets, well
as other financial and other information concerning the business,
financial affairs of the Debtor and the operation of the
collateral. On the 15th day of each month, the Debtor will
provide the Wells Fargo an operating statement and a weekly cash
flow report.
In a separate order, the Court approved a stipulation entered
between the Debtor and German American Capital Corporation
authorizing the use of cash collateral until Dec. 31, 2011. The
agreed order may be extended until Jan. 21, 2012, without further
order of the Court upon filing of an agreed budget for the
extended period.
A full-text copy of the order and the budget is available for free
at:
http://bankrupt.com/misc/LIONCRESTTOWERS_cashcoll_agreedorder.pdf
About Lioncrest Towers, LLC
Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers. It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010. Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt, Ltd., in Chicago, assists the Debtor in its
restructuring effort. The Debtor disclosed $32,333,207 in assets
and $29,958,134 in liabilities as of the Chapter 11 filing.
MAJESTIC CASINO: Emerges From Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Dan Carden at The Northwest Indiana Times reports that Majestic
Star Casino LLC emerged on Dec. 1, 2011, from two years of Chapter
11 bankruptcy reorganization with new owner Minnesota-based
Wayzata Investment Partners LLC, and $500 million less debt.
The report says the Indiana Gaming Commission in November approved
an ownership transfer of the two connected casino boats to Wayzata
Opportunities Fund II, which was the top Majestic Star creditor
when the late Don Barden was owner. Other lenders to the pre-
bankruptcy Majestic Star are also now owners of the new ultimate
parent company, Majestic Holdco LLC.
About Majestic Star
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.
MAQ MANAGEMENT: Court Approves Fisher Auction as Auctioneer
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized MAQ Management, Inc., et al., to employ Fisher Auction
as auctioneer for a potential sale of a real property located at
233 Academy Drive, Kissimmee, Florida.
The Auctioneer's compensation will be based upon a 10% buyer's
premium added to the final bid price and 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. The maximum
amount of costs and expenses to be expended by and reimbursed to
the Auctioneer is $10,000.
About MAQ Management
Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida. They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011. Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc. Judge Erik P. Kimball
presides over the case. MAQ Management estimated assets and
debts of $1 million to $10 million. Super Stop estimated assets
and debts of $10 million to $50 million. The petitions were
signed by Mahammad A. Qureshi, CEO.
Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.
The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.
As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.
MARCO POLO SEATRADE: Has New Schedules of Assets and Liabilities
----------------------------------------------------------------
Marco Polo Seatrade B.V., et al., filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $11,732,762
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $255,379,190
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $76,453,579
----------- -----------
TOTAL $11,732,762 $331,832,769
Seaarland Shipping Management B.V. also filed its schedules
disclosing $7,659,698 in assets and $1,826,557 in liabilities.
Full-text copies of the Schedules of Assets and Debts are
available for free at:
http://bankrupt.com/misc/MarcoPolo_sal.pdf
http://bankrupt.com/misc/MarcoPolo_seaarlandshipping_sal.pdf
About Marco Polo
Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing
commercial and technical vessel management services to third
parties. Founded in 2005, the Company mainly operates under the
name of Seaarland Shipping Management and maintains corporate
headquarters in Amsterdam, the Netherlands. The primary assets
consist of six tankers that are regularly employed in
international trade, and call upon ports worldwide.
Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011. The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.
Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo. Falm and Poule
didn't file bankruptcy petitions.
The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29. The arrest of the
vessel was authorized by the U.K. Admiralty Court. Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29. The Chapter 11 filing precluded the seizure of the
two other vessels.
The cases are before Judge James M. Peck. Evan D. Flaschen,
Esq., Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at
Bracewell & Giuliani LLP, serve as the Debtors' bankruptcy
counsel. Kurtzman Carson Consultants LLC serves as notice and
claims agent.
Tracy Hope Davis, United States Trustee for Region 2, appointed
three members to serve on the Official Committee of Unsecured
Creditors. The Committee has retained Blank Rome LLP as its
attorney.
Secured lender Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.
MATCHES INC: Reports $2 Million Net Income in 2011 Third Quarter
----------------------------------------------------------------
Matches, Inc., filed its quarterly report on Form 10-Q, reporting
net income of $2.0 million on $24.1 million of sales for the three
months ended Sept. 30, 2011, compared with net income of
$2.4 million on $23.1 million on $19.8 million of sales for the
same period of 2010.
The Company reported net income of $3.7 million on $73.3 million
of sales for the nine months ended Sept. 30, 2011, compared with
net income of $3.9 million on $53.9 million of sales for the same
period last year.
The Company's balance sheet at Sept. 30, 2011, showed
$56.9 million in total assets, $37.7 million in total liabilities,
and stockholders' equity of $19.2 million.
As of Sept. 30, 2011, and Dec. 31, 2010, the Company had negative
working capital of $3.4 million and $6.1 million.
As reported in the TCR on April 11, 2011, Bernstein & Pinchuk,
LLP, in New York, expressed substantial doubt about Matches,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has negative working capital as of Dec. 31, 2010, and
2009.
A copy of the Form 10-Q is available for free at:
http://is.gd/cslsV9
Matches, Inc., was incorporated pursuant to the laws of the State
of Wyoming on Nov. 28, 2007. The Company is a premium chemical
fiber manufacturer of polyester fibers with operations based in
Suzhou, Jiangsu Province, China. The Company primarily sells its
products to local distributors and textile manufacturers in the
People's Republic of China.
MC2 CAPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MC2 Capital Partners, LLC, a California limited liability
company
1101 Fifth Avenue, Suite 300
San Rafael, CA 94901
Bankruptcy Case No.: 11-14366
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Northern District of California (Santa Rosa)
Judge: Alan Jaroslovsky
Debtor's Counsel: John H. MacConaghy, Esq.
MACCONAGHY AND BARNIER, PLC
645 1st Street W #D
Sonoma, CA 95476
Tel: (707) 935-3205
E-mail: macclaw@macbarlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $50,000,001 to $100,000,000
The petition was signed by Thomas Monahan, authorized agent.
Debtor's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
33 North SP, LLC Undersecured $11,499,999
100 Drakes Landing, Suite 260 Deed of Trust
Greenbrae, CA 94904
Berger Brothers, Inc. Labor and Materials $792,558
154 North Aspen Avenue
Azusa, CA 91702
Egan Plumbing Labor and Materials $380,906
725 Industrial Road, Unit A
San Carlos, CA 94070
Eastdil Secured Brokerage Commission $346,700
101 California Street, Suite 2950
San Francisco, CA 94111
H.A. Bowen Electric Inc. Labor and Materials $328,628
P.O. Box 2153
San Leandro, CA 94577
F. Rodgers Corporation Labor and Materials $228,999
Lefco Inc. Labor and Materials $190,000
Sozo Studios, LLC Labor and Materials $183,214
RT Western Maintenance Labor and Materials $175,444
George E. Masker, Inc. Labor and Materials $174,901
Pace Drywall Labor and Materials $165,074
Bay Area Construction Labor and Materials $145,558
Golden Gate Carpet Service, Inc. Labor and Materials $140,000
Ferguson Appliances Labor and Materials $120,179
Otis Elevator Co. Labor and Materials $109,706
Fortson Floors Labor and Materials $103,689
Precision Stone & Tile Labor and Materials $99,330
Pacific Marketing Marketing Services $81,174
Cosco Fire Protection Inc. Labor and Materials $79,873
Decorative Paving Labor and Materials $73,497
MELTING POT: Judge Approves Sale to TSSN Inc. for $1.38 Million
---------------------------------------------------------------
Jim Hammerand, staff reporter at Minneapolis/St. Paul Business
Journal, reports that U.S. Judge Nancy Dreher has approved the
sale of The Melting Pot restaurant in downtown Minneapolis.
According to the report, TSSN Inc., a Minneapolis-based group of
four investors led by operating partner Michael Stead, will buy
the business out of Chapter 11 bankruptcy for $1.385 million.
The deal relies on a liquor license transfer expected to happen in
mid-December, the report quotes Mr. Stead as saying. Mr. Stead
has been running the business for the bankruptcy trustee since
July.
The report notes TSSN also will pay $49,414 to landlord Metro
Building LLC to take over the lease at 80 S. Ninth St.
The Melting Pot -- http://www.meltingpot.com/-- is a fondue
restaurant, with more than 145 locations in 37 states.
MERCER RUG: Gets Court Order to Auction Real Estate Assets
----------------------------------------------------------
In operation for over 70 years and still in operation, Mercer Rug
Cleansing of Richmond, VA, has been ordered, by the U.S.
Bankruptcy Court, to sell its real estate and business assets via
auction.
In a bid to preserve the 15 jobs provided by this venerable area-
rug-cleaning and repair business, and to generate maximum returns
for creditors, Tranzon Fox has been marketing the business
regionally as a going-concern that has generated an average annual
gross of $800,000 to $900,000 over the past three years.
Prospective purchasers can bid on the business in its entirety, or
on any of four offerings that include the business location at
3116 West Moore Street, the intangible business assets, and two
offerings of furniture, fixtures, and equipment associated with
the business. The process requires that sealed bids be submitted
no later than Thursday, December 15, 4:00 p.m.
Additionally, those interested in only the real estate associated
with Mercer Rug Cleansing should attend a public auction to be
held December 19, 1:00 p.m., at the Richmond offices of Hirschler
Fleischer.
At that auction, parties can bid on three commercial buildings in
Richmond. The first of these is a 23,126+/- sq. ft. commercial
building at 3116 W. Moore Street, in Richmond's Scott's Addition.
The second and third of those buildings will be offered regardless
of price, at absolute bankruptcy auction. One is a 6,242+/- sq.
ft., two-bay industrial building in Scott's Addition that's ideal
for a small light-industrial user or investor. It's located at
3109 W. Moore St.
The other structure to be offered absolute is in Richmond's Oregon
Hill. This 17,319+/- sq. ft. building with an adjacent lot is
within walking distance to VCU and is an ideal rehab candidate,
with the potential to garner state and federal historic tax
credits. It is at 407 S. Cherry St.
Tranzon Fox is a member company of Tranzon, L.L.C., and is a full-
service auction and real estate disposition company. Tranzon has
completed over $1.6 billion of real estate auction sales since its
founding in 2000.
Mercer Rug Cleansing, Inc., filed a Chapter 11 petition (Bankr.
E.D. Va. Case No. 11-32775) on April 26, 2011.
METROGAS SA: Posts ARS12.5MM Net Loss in 9 Months Ended Sept. 30
----------------------------------------------------------------
MetroGAS S.A. filed its unaudited consolidated interim financial
statements as of Sept. 30, 2011, reporting a net loss of
ARS12.5 million on ARS903.7 million of sales for the nine months
ended Sept. 30, 2011, compared with a net loss of ARS43.3 million
on ARS870.1 million of sales for the same period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed total assets
of ARS2.592 billion, total liabilities of ARS1.778 billion,
minority interest of ARS599,000, and shareholders' equity of
ARS813.4 million.
Reorganization Proposal to All Unsecured Creditors
On July 12, 2011, the Company presented before the Court a
Reorganization Proposal to all unsecured creditors with proved and
admissible claims. The offer consists of the payment of the
unsecured claims, either proved or admissible, by means of the
delivery, in exchange for and payment of such credits, of
negotiable obligations payable in 14 years, in American Dollars,
for forty five per cent (45%), measured in American Dollars, of
the unsecured claims verified or declared admissible (the
"Negotiable Obligations").
The Negotiable Obligations will be amortized 1% per year from year
3 to, and including, year 13, and the remaining balance (89%) will
be amortized at the maturity of the Negotiable Obligations, in the
year 14. The Negotiable Obligations will accrue interest at an
annual fixed rate of 4% and will be issued in two series under
substantially the same terms and conditions. Both will be offered
in public bids. One of the series will be offered in exchange to
those creditors with unsecured claims who hold existing negotiable
obligations with public offer, and the other series will be
offered to the other unsecured creditors who are not bondholders.
On Oct. 3, 2011, commercial creditor consents to MetroGAS' offer
were presented before the reorganization procedure court, in a
such number that represents the absolute majority of the verified
creditors.
Going Concern Doubt
As reported in the TCR on May 3, 2011, Price Waterhouse & Co.
S.R.L., in Buenos Aires, Argentina, expressed substantial doubt
about MetroGas S.A.'s ability to continue as a going concern,
following the Company's 2010 results. The independent auditors
noted of uncertainties related to the suspension of the original
regime for tariff adjustments and the Company's petition for
voluntary reorganization in an Argentine Court on June 17, 2010.
A copy of the Company's unaudited consolidated interim financial
statements for the nine months ended Sept. 30, 2011, is available
for free at http://is.gd/G428j3
About MetroGas
Buenos Aires, Argentina-based MetroGAS S.A., a gas distribution
company, was incorporated on Nov. 24, 1992, and began operations
on Dec. 29, 1992, when the privatization of Gas del Estado S.E.
("GdE") (an Argentine Government-owned enterprise) was completed.
Through Executive Decree No. 2,459/92 dated Dec. 21, 1992, the
Argentine Government granted MetroGAS an exclusive license to
provide the public service of natural gas distribution in the area
of the Federal Capital and southern and eastern Greater Buenos
Aires, by operating the assets allocated to the Company by GdE for
a 35 year period from the Takeover Date (Dec. 28, 1992). This
period can be extended for an additional 10 year period under
certain conditions.
MetroGAS' controlling shareholder is Gas Argentino S.A. ("Gas
Argentino") who holds 70% of the Common Stock of the Company. The
20%, which was originally owned by the National Government, was
offered in public offering and the remaining 10% is under the
Employee Stock Ownership Plan ("Programa de Propiedad Participada"
or "PPP").
The suspension of the original regime for tariff adjustments and
the inability to generate sufficient cash flows to pay its
financial debt obligations led the Company to file a petition for
a voluntary reorganization proceeding (concurso preventivo) in an
Argentine court on June 17, 2010.
MF GLOBAL: Trustee Distributes 75,000 Customer Claim Notices
------------------------------------------------------------
Stephen Harbeck, president of the Securities Investor Protection
Corporation, which maintains a special reserve fund authorized by
Congress to help investors at failed brokerage firms, and James W.
Giddens, the court-appointed trustee for the liquidation of MF
Global Inc., issued the following joint statement:
"On Nov. 22, 2011, U.S. Bankruptcy Judge Martin Glenn approved the
Trustee's request for approval of a claims process for former
customers of MF Global Inc. The Trustee is now establishing
separate, parallel customer claims processes: one for MF Global
Inc.'s commodity future customers, and the other for its
securities customers, as well as an additional claims process for
MF Global Inc.'s general creditors.
The Trustee will be mailing approximately 75,000 paper forms to
former customers and creditors of MF Global Inc. on or before
Friday, Dec. 2, 2011. In addition, to assist in the prompt
processing of claims, claim forms and related claims information
are available for downloading on the trustee's Web site (
http://www.mfglobaltrustee.com) and on the SIPC Web site (
http://www.sipc.org).
In addition, the trustee published a detailed notice to customers
and creditors of the placement of MF Global Inc. in liquidation
under the Securities Investor Protection Act (SIPA) in the Wall
Street Journal, the New York Times, the Financial Times, and the
Chicago Tribune. The published notice provides information
regarding the claims process, including instructions on how, where
and by when to file a claim.
Completed forms may be mailed to the Trustee at the address
included in the instruction packet. To submit your claim
electronically, please email your completed claim form and
supporting documents to MFGlobalClaims@epiqsystems.com.
Securities customers with MF Global are eligible for the
protection afforded under SIPA. In line with SIPC and the
Trustee's goal to return securities and cash due to customers as
promptly as practicable, funds of the Securities Investor
Protection Corporation may be utilized to pay valid securities
customer claims relating to securities and cash up to a maximum
amount of $500,000.00 for each customer, including up to
$250,000.00 for claims for cash, as provided in the Securities
Investor Protection Act of 1970.
Claims will be reviewed promptly, and the Trustee's staff will
communicate directly with claimants regarding questions related to
their claims. Court approval of the claims process supports the
Trustee's goal of returning as much customer property as possible,
as quickly as possible, in a manner that is fair to all customers,
and consistent with the law.
The notice contains the deadline for the filing of claims with the
trustee: Jan. 31, 2012. Close attention should be paid to the
deadline as it is set by court order and by law. A failure to file
a claim by the final deadline, even if by one day, will result in
a denial of the claim. If you believe that you have a claim
against MF Global Inc., you must file a timely claim in order to
preserve your rights, even if your account has been transferred to
another firm.
The trustee and his staff will review and determine all claims
seeking customer protection in accordance with SIPA. Claimants
are requested to provide complete information and documentation
relating to their claim, including proof of payments made to MF
Global Inc. and received from MF Global Inc., as this may help to
expedite the processing of the claim.
The trustee is proceeding as expeditiously as possible to address
the claims of all of the customers of MF Global Inc. in a timely
manner."
About SIPC
The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails and owes customers cash and securities missing from customer
accounts. SIPC either acts as trustee or works with an independent
court-appointed trustee in brokerage insolvency cases to recover
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)
HLB MORALES: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: HLB Morales Padillo & Co PSC
A & M Towers
201 Del Parque Street, Suite 700
San Juan, PR 00912
Bankruptcy Case No.: 11-10379
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
LAW OFFICE OF CARLOS RODRIGUEZ QUES
P.O. Box 9023115
San Juan, PR 00902-3115
Tel: (787) 724-2867
E-mail: cerqlaw@coqui.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company?s list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb11-10379.pdf
The petition was signed by Pablo A. Morales, president.
MOKYANG PRESBYTERIAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Mokyang Presbyterian Church
6608 Little Ox Road
Fairfax Station, VA 22039
Bankruptcy Case No.: 11-18599
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Brian F. Kenney
Debtor's Counsel: Weon Geun Kim, Esq.
WEON G. KIM LAW OFFICE
8200 Greensboro Drive, Suite 900
McLean, VA 22102
Tel: (571) 278-3728
Fax: (703) 462-5459
E-mail: jkkchadol99@gmail.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Peace S. Ann, pastor.
MONTANA ELECTRIC: Former GM Blames City, Coop Members for Demise
----------------------------------------------------------------
KFBB News reports that Jim Santoro, attorney for the city of Great
Falls, Mont., says Tim Gregori, former general manager of Southern
Montana Electric Generation and Transmission Cooperative Inc., was
the only person to take the stand before the Bankruptcy Court on
Dec. 2, 2011. Mr. Gregori didn't lay out any kind of plan for
reorganization under the Chapter 11 filings.
The report relates that Mr. Santoro said Mr. Gregori blamed the
city and others co-op members for losing customers which led the
organization into bankruptcy. He did not put any blame on bad
management, faulty contracts or ventures into the Highwood
Generation Station which others say could be the reason the
co-op is in debt.
The report adds that Mr. Santoro said the customers which left
Electric City Power aren't the reason SME is in bankruptcy. The
report notes that Mr. Santoro said even though Mr. Gregori has
retired from the co-op, he's still acting in leadership roles with
Southern Montana Electric and Independent Electricity Supply
Services.
About Southern Montana Electric
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.
MT. CARMEL: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mt. Carmel Land Development Company, LLC
401 Cooper Landing Road, Suite C25
Cherry Hill, NJ 08002
Bankruptcy Case No.: 11-44489
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
District of New Jersey (Camden)
Judge: Gloria M. Burns
Debtor's Counsel: Jeffrey B. Saper, Esq.
LAW OFFICES OF JEFFREY B. SAPER, PC
The Lexington Building
180 Tuckerton Road
Medford, NJ 08055
Tel: (856) 985-9770
E-mail: jbsaperlaw@comcast.net
Scheduled Assets: $3,200,000
Scheduled Debts: $140,985
The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb11-44489.pdf
The petition was signed by Gabriel DiMedio, managing member.
N & L REALTY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
N & L Realty LLP sought Chapter 11 protection (Bankr. D. Mass.
Case No. 11-21116) on Nov. 29, 2011.
Eric Convey, managing editor at Boston Business Journal, reports
that "N&L Corp. LLP" filed for protection under Chapter 11 of the
Bankruptcy Code, disclosing assets of $3.38 million, including
$3.3 million in real estate.
According to the report, the real estate is a 34,450-square-foot
industrial building that sits on 12.95 acres and is used as an
ice-skating rink. Liabilities are listed at $1.4 million. Of the
liabilities, $1.3 million was in secured claims. Most the debts
are trade debt. NEC/ESC Portfolio LLC of Newark, N.J., holds an
$873,000 first mortgage. South Eastern Economic Development Corp.
of Taunton, Mass., holds a $414,000 mortgage.
The report notes that the company is represented in the bankruptcy
proceedings by lawyer Norman Novinsky, Esq., of Brockton,
Massachusetts.
N & L REALTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: N & L Realty LLP
P.O. Box 563
Accord, MA 02018
Bankruptcy Case No.: 11-21116
Chapter 11 Petition Date: November 29, 2011
Court: U.S. Bankruptcy Court
District of Massachusetts (Boston)
Judge: Frank J. Bailey
Debtor's Counsel: Norman Novinsky, Esq.
NOVINSKY & ASSOCIATES
1350 Belmont Street, Suite 105
Brockton, MA 02301
Tel: (508) 559-1616
Fax: (508) 588-9306
E-mail: nnovinsky@msn.com
Scheduled Assets: $3,380,750
Scheduled Debts: $1,408,060
The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mab11-21116.pdf
The petition was signed by Carol A. Leman.
Affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
CDL Arena, LLC 11-19871 10/19/11
NALCO COMPANY: Fitch Withdraws 'B+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has withdrawn Nalco Company's (Nalco) Issuer Default
Rating (IDR) of 'B+' following the company's merger with Ecolab
Inc.
Fitch has insufficient information to assign an IDR or rate
specific issues. Fitch expects that the combined entity will have
a stronger credit profile and believes the IDR would be better
than 'B+' and would be in the BBB category.
Fitch has withdrawn the following ratings:
Nalco Company
-- Long-term IDR 'B+'.
-- Senior secured revolving credit facility at 'BB+/RR1'
-- Senior secured term loans at 'BB+/RR1'
-- Senior unsecured notes at 'BB/RR2'
NEONODE INC: Magnus Goertz Discloses 10.1% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Magnus Goertz and Athemis, Ltd., disclosed that, as of
Nov. 29, 2011, they beneficially own 2,830,161 shares of common
stock of Neonode, Inc., representing 10.13% of the shares
outstanding based on 27,934,179 shares of the issued and
outstanding common stock of the Company as reported by the
Company. A full-text copy of the Schedule 13G is available for
free at http://is.gd/Qc4Dos
About Neonode Inc.
Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.
The Company's balance sheet at Sept. 30, 2011, showed $5.0 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.9 million.
KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010. The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.
NEVADA CANCER: Files for Bankruptcy as Part of Sale Plan
--------------------------------------------------------
8NewsNOW reports that Nevada Cancer Institute said on Dec. 2,
2011, that it plans to sell its out-patient facility, operations
and some personal property to UC San Diego Health System.
According to the report, operations will continue as normal until
the sale is finished. As part of the agreement, the non-profit
corporation will have to file Chapter 11 bankruptcy. The sale
will reduce the NCI's debt by more than $50 million.
The sale is expected to be completed in 2012.
The Las Vegas-based institute was co-founded by husband and wife
Jim and Heather Murren. Jim Murren is chief executive of MGM
Resorts International.
NEVADA CANCER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nevada Cancer Institute Holdings Co.
One Breakthrough Way
Las Vegas, NV 89135
Bankruptcy Case No.: 11-28676
Chapter 11 Petition Date: December 2, 2011
Court: U.S. Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's
Local Counsel: Dawn M. Cica, Esq.
LEWIS AND ROCA LLP
3993 Howard Hughes Parkway, Suite 600
LAS VEGAS, NV 89169-5996
Tel: (702) 949-8200
E-mail: dcica@lrlaw.com
Debtor's
Reorganization
Counsel: KLEE, TUCHIN, BOGDANOFF & STERN LLP
Debtor's
Chief
Restructuring
Officer: ALVAREZ & MARSAL HEALTHCARE
Debtor's
Claims and
Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $100,000,001 to $500,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Lisa Madar, secretary.
NEW SBARRO: Moody's Assigns 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned Caa1 Corporate Family and
Probability of Default ratings to New Sbarro HoldCo. Moody's also
assigned a B1 to the company's senior secured first-out term loans
due 2016 and Caa1 to its senior secured second-out rollover term
loans due 2016. The ratings outlook is stable.
Proceeds from the term loans were used to finance Sbarro's exit
from Chapter 11 Bankruptcy on November 28, 2011. The company filed
for reorganization under Chapter 11 on April 4, 2011.
New ratings assigned:
Corporate Family Rating at Caa1
Probability of Default Rating at Caa1
$35 million senior secured first-out term loan due 2016 at B1 (LGD
2, 10%)
$27.3 million senior secured first-out rollover term loan due 2016
at B1 (LGD 2, 10%)
$75 million senior secured second-out rollover term loan due 2016
at Caa1 (LGD 3, 44%)
RATING RATIONALE
The Caa1 Corporate Family Rating reflects Moody's view that a
meaningful amount of uncertainty remains regarding Sbarro's
ability to improve its brand image and product quality enough over
the near-term to materially reverse the declining trend in
earnings, particularly in light of weak consumer spending trends
and cost inflation. These factors contributed to the 8% decline in
sales and 40% decline in pro forma EBITDA since 2008.
Additionally, despite the debt reduction achieved as part of the
bankruptcy process, Sbarro still has a significant debt burden
that will limit the company's ability to generate free cash flow.
This, combined with earnings challenges, will make it unlikely
that the company will be able to reduce its lease-adjusted
debt/EBITDA, currently at about 7.5 times, and improve its
interest coverage. EBITA/interest is slightly below 1 time.
The ratings are supported by the fact that there are no meaningful
debt maturities in the next few years or material financial
maintenance covenants in Sbarro's debt agreement. This provides
some level of flexibility for Sbarro to further implement actions
to address its earnings challenges. Additionally, the company has
approximately $16 million of unrestricted cash on its balance
sheet and about $13 million of availability remaining on its $35
million term loan that it can use to support its plan. However,
while Moody's views Sbarro's liquidity profile as adequate, it may
not be enough over the longer-term for the company to compete
effectively or provide enough support if earnings declines
persist. Moody's also recognizes that while the lack of financial
covenants provides near-term flexibility, it also limits the
amount of early warning protection investors have in a declining
scenario.
The B1 rating assigned to the first-out term loans reflect the
priority repayment position with regards to voluntary pre-payments
and proceeds from asset sales and debt issuances. The Caa1 rating
on the second-out term loan reflects the junior position to the
first-out term loans. The ratings of the first-out and second-out
term loans benefit from the sizeable level of junior claims in the
form of leases.
The stable rating outlook anticipates that Sbarro will begin to
see some earnings improvement during the next 6 to 12 months,
mostly as a result of management's ability to focus more on
operations now that the bankruptcy process is behind them.
However, a negative rating action could occur if it appears that
the company's operating plan will not achieve the intended goal of
sales and profit improvement during that period, or if liquidity
deteriorates for any reason. Ratings improvement is not likely in
the foreseeable future given the company's earnings challenges
along with Moody's concern that the company's current liquidity
position may not be enough over the longer-term. In addition to an
improved liquidity profile, a higher rating would require that
Sbarro achieve and maintain adjusted debt/EBITDA below 6.5 times
and EBITA/Interest above 1.2 times.
The principal methodology used in rating Sbarro was the Global
Restaurant Industry Methodology published in June 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Sbarro, Inc. (Sbarro) headquartered in Melville, NY, is a quick
service restaurant (QSR) operator that serves Italian specialty
foods, with 432 company-owned restaurants and 557 franchised.
Annual revenues are approximately $335 million.
NEWPAGE CORP: Alvarez, Moelis Nixed as Creditor Professionals
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when the NewPage Corp. creditors' committee sought
court authorization to employ Alvarez & Marsal North America LLC
as financial adviser and Moelis & Co. LLC as investment bankers,
the paper maker objected, saying unsecured creditors are
"hopelessly out of the money" with any prospect for recovery
"beyond remote."
According to the report, the bankruptcy judge last week turned
down the request to retain Alvarez and Moelis, although he's
allowing the committee to try again.
NewPage filed an operating report showing a net loss in October of
$19.9 million on net sales of $296.9 million.
About NewPage Corp.
Headquartered in Miamisburg, Ohio, NewPage Corporation was 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 Dec. 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 roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 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.
NORTHAMPTON GENERATING: Files for Bankruptcy in North Carolina
--------------------------------------------------------------
Northampton Generating Co., owner of a 112 megawatt electric
generation facility in Northampton, Pennsylvania, filed for
bankruptcy protection (Bankr. W.D.N.C. Case No. 11-33095).
Dawn McCarty at Bloomberg News reports that Northamton Generating
blamed rising fuel costs for the Chapter 11 filing.
The Company estimated both assets and debt in the range of $100
million and $500 million.
The Company's "financial performance in recent years has been
worse than expected as a result of rising fuel costs," Warren
MacGillivray, president of Northampton, said in court papers.
"Fuel costs are up over 40 percent since 2005 primarily to
increases in the cost to transport fuel needed to operate the
facility," Mr. MacGillivray said.
NUTRA PHARMA: Posts $661,700 Net Loss in Third Quarter
------------------------------------------------------
Nutra Pharma Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $661,758 on $251,830 of sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$640,737 on $359,936 of sales for the same period last year.
The Company reported a net loss of $1.9 million on $651,279 of
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $2.3 million on $1.4 million of sale for the same
period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed $1.5 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $2.4 million.
Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial
doubt about Nutra Pharma's ability to continue as a going concern,
following the Company's 2010 results. The independent auditors
noted that the Company has no cash as of Dec. 31, 2010, has
suffered recurring losses from operations and has ongoing
requirements for additional capital investment.
A copy of the Form 10-Q is available for free at:
http://is.gd/OD7KNh
Coral Springs, Florida-based Nutra Pharma Corp. is a holding
company that owns intellectual property and operations in the
biotechnology industry. Nutra Pharma incorporated under the laws
of the state of California on Feb. 1, 2000, under the original
name of Exotic-Bird.com.
Through its wholly-owned subsidiaries, ReceptoPharm, Inc., and
Designer Diagnostics, Inc., the Company conducts drug discovery
research and development activities. In October 2009, the Company
launched its first consumer product called Cobroxin, an over-the-
counter pain reliever designed to treat moderate to severe chronic
pain. In May 2010, the Company launched its second consumer
product called Nyloxin, an over-the-counter pain reliever that is
a stronger version of Cobroxin and is designed to treat severe
chronic pain.
OPEN RANGE: Shuts Down Operations, Cites Inability to Get Spectrum
------------------------------------------------------------------
Ann Schrader at the Denver Post reports that Open Range
Communications has shut down operations. According to the report,
in court filings, Open Range has cited the inability to get the
broadcast spectrum it needed, problems with network quality and
vendors, and the "sporadic" flow of money from a $267 million
federal loan, of which Open Range owes a balance of $73.5 million.
The report notes subscribers logging on to Open Range's customer
portal learned that those who prepaid and are owed a refund were
expected to receive it by the end of last week.
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.
OVERLAND STORAGE: Pinnacle Family Discloses 6.3% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Pinnacle Family Office Investments, L.P., and Barry M.
Kitt disclosed that, as of Nov. 28, 2011, they beneficially own
1,489,164 shares of common stock of Overland Storage, Inc.,
representing 6.3% of the shares outstanding. A full-text copy of
the Schedule 13G is available at http://is.gd/PGUO2m
About Overland Storage
San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.
The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.
Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.
PACIFIC DEVELOPMENT: Seeks to Employ Cushman as Appraiser
---------------------------------------------------------
Pacific Development, L.C., seeks permission from the U.S.
Bankruptcy Court for the District of Utah to employ Cushman &
Wakefield of Colorado, Inc., as appraiser for the Debtor's
commercial property in Payson, Utah, as well as other properties
if needed.
The Debtor intends to pay Cushman $2,500 upon delivery of an
appraisal of the Payson commercial property.
To the best of the Debtor's knowledge, Cusman neither holds or
represents any interest adverse to the Debtor's estate.
About Pacific Development
Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah. The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010. Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort. The Debtor
estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.
David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.
PALM BEACH: Moody's Affirms CFR at 'Ba1'; Outlook Stable
--------------------------------------------------------
Moody's Investors Service has affirmed Palm Beach Port District's
(FL) Ba1 rating and changed the outlook to stable, affecting $40.7
million of rated revenue bonds outstanding.
RATING RATIONALE
The maintenance of the below investment grade Ba1 rating reflects
our belief that the small port will continue to experience narrow
financial margins, operate in a highly competitive market in
southern Florida, derive the majority of its revenues from a few
contracts, and remain exposed to the uncertain economic climate
that contributes to the volatility of the port's operations. The
change of the outlook to stable reflects our expectation that the
port's financial margins will continue to remain relatively
stable, albeit at narrow levels with bond ordinance debt service
coverage just above the 1.1 times rate covenant for FY10 and the
recently ended FY11, after falling well below the rate covenant in
FY08 and FY09. The high below investment grade rating also weights
the strong liquidity that is expected to remain in excess of 365
days cash on hand. The stable outlook also recognizes the
importance of new revenue, generated from new short term
contracts, replacing a temporary loss of revenue from reduced
utilization by long-term tenants.
OUTLOOK
Despite the port's exposure to economically sensitive business
partners and trade routes within a highly competitive market,
Moody's has changed the rating outlook to stable reflecting the
port's successful solicitation of new business that has
contributed to increased minimum annual revenue guarantees ($8.2
million in FY12 over $7.3 million in FY11) that are expected to
contribute to the continued stabilization of the port's financial
metrics in the near term.
What could change the rating--UP
The rating could be upgraded if the market position demonstrates
sustained improvement with new revenues resulting in improved
financial metrics with debt service coverage consistently
exceeding the rate covenant, at a minimum, and liquidity
maintained with days cash on hand in line with historic levels
above 350 days.
What could change the rating--DOWN
The rating could be downgraded if the port's market position
notably deteriorates; it loses a large tenant that is not
immediately replaced; failure to continue to generate new business
to diversify revenue sources to compensate for the large swings in
performance; and/or the port's financial position declines with
drops in liquidity and debt service coverage falls below the rate
covenant again.
STRENGTHS
- Satisfactory liquidity of approximately $13 million (including
available construction funds) at the end of FY11 provides key
credit support while the port pursues new revenues and financial
recovery
- Management has successfully obtained new business in FY10 and
FY11 with additional opportunities on the horizon that are
expected to be formalized in FY12
- 5-year contracts with top two revenue generators (over 60% of
annual revenues), Tropical Shipping and Bahamas Celebration
multi-day cruise operator
- Authority to levy property taxes up to $200,000 annually for
operations and, with voter approval, to issue general obligation
debt secured by an unlimited property tax, but these scenarios
are unlikely
CHALLENGES
- Very tight financial margins continue with debt service coverage
slightly exceeding the 1.1 times rate covenant in FY10 and FY11,
after falling well below 1.0 times in FY08 and FY09
- Weak market position defined by a small scale of operations,
exposure to economically-sensitive passenger cruise market and
Caribbean trade, competition from larger nearby facilities at
Port Everglades and Port of Miami, and revenue concentration in
two top customers
- Volatile performance in recent years with large swings in cargo
levels due to changes in both the sugar/molasses and fuel oil
markets
- Significant revenue concentration from two primary contracts
limits financial flexibility
- If Tropical Shipping is dissolved during the AGL/Nicor merger
the 5-year contract with the port will be invalidated, but if
Tropical is sold then the contract would remain in place
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Ports published in February 2005.
PELICAN ISLES: Reorganization Plan Intends to Fully Pay Creditors
-----------------------------------------------------------------
Pelican Isles Limited Partnership submitted to the U.S. Bankruptcy
Court for the Southern District of Florida a Disclosure Statement
explaining the proposed Plan of Reorganization dated Nov. 11,
2011.
The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.
According to the Disclosure Statement, the Plan provides for
payment in full in cash to all creditors.
The Plan provides for reinstatement of the mortgage loan held by
CDT Mortgage, LLC, a Delaware limited liability company, pursuant
to its original terms; a cure of all outstanding defaults to CDT
in an amount to be determined by the Court, and payment of all
other creditors in full, in the ordinary course of business.
All leases for residential units at the Debtor's Apartment Complex
will be assumed under the Plan. Distributions to Holders of
Allowed Claims and Equity Interests and the anticipated recoveries
to Allowed Creditors and Interest Holders under the Plan are
summarized as:
CLASS OF CLAIMS OR INTERESTS TREATMENT
--------------------------------------
Allowed Administrative Claims Will be paid in full
Class 1 ? Allowed Priority Tax Claims Will be paid in full
Class 2 - CDT Secured Claim Will be paid in full the
Loan Cure amount and the
Loan Documents Will be
reinstated in accordance
with their original terms
and original maturity date
Class 3 ? Allowed General Unsecured
Claims Will be paid in full
Class 4 ? Equity Interests Will retain their Equity
Interests
The Debtor will not be soliciting votes because all classes of
creditors and interests are unimpaired and therefore are deemed to
have accepted the Plan.
The Debtor intends to pay allowed claims from cash on hand (which
is approximately $66,400 as of Nov. 1, 2011), the contribution
from the Debtor's Limited Partner and cash generated from rents
collected from ongoing operations. The contribution will be
deposited before the confirmation date into an escrow account
maintained by the Limited Partner's counsel and the amount will be
delivered to the Debtor on the Effective Date. The Contribution
will be in the amount of $500,000 or the higher amount as the
Limited Partner elects.
A full-text copies of the Disclosure Statement is available for
free at http://bankrupt.com/misc/PELICANISLES_DS.pdf
About Pelican Isles Limited Partnership
Pelican Isles Limited Partnership dba Pelican Isles Apartments
Pelican Isles filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No.11-38544) on Oct. 14, 2011 in West Palm Beach, Florida, Ronald
G. Neiwirth, Esq., at Boyd & Jenerette, Pa, in Miami, serves as
counsel to the Debtor {e}. The Debtor estimated up to $50,000,000
in assets and up to $10 million in liabilities.
PINE RIDGE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Pine Ridge Builders, LLC
79 Timber Point Drive
Northport, NY 11768
Bankruptcy Case No.: 11-78443
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Robert E. Grossman
Debtor's Counsel: Jonathan S. Pasternak, Esq.
RATTET PASTERNAK, LLP
550 Mamaroneck Avenue, Suite 510
Harrison, NY 10528
Tel: (914) 381-7400
Fax: (914) 381-7406
E-mail: jsp@rattetlaw.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Vincent DiCanio, managing member.
Affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Timber Point Builders, LLC 11-78441 12/01/11
RCR PLUMBING: Court OKs Sidley as Labor and Employment Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized RCR Plumbing and Mechanical, Inc., to employ Sidley
Austin LLP as its special labor and employment counsel effective
Oct. 12, 2011.
Sidley Austin will:
(1) continue to defend the Debtor in connection with two
actions pending in the Riverside County Superior Court:
Bravo v. RCR Plumbing & Mechanical, Inc., filed on Nov. 8,
2008, Case No. RIC 513111; and Miranda v. RCR Plumbing &
Mechanical, Inc., and RCR Companies, filed on June 4, 2010,
Case No. RIC 10011071, as appropriate;
(2) continue to negotiate settlements on behalf of the Debtor
with opposing parties in the Bravo and Miranda actions, as
appropriate;
(3) represent the Debtor in connection with any future
objections to any proofs of claim that may be filed by the
plaintiffs in those actions; and
(4) provide occasional advice on employment and labor matters
as they arise from time to time.
The majority of the work will be performed by Geoffrey D. DeBoskey
and Heather A. Corini whose current hourly rates are $505 and
$340, respectively.
The modified fee application procedures proposed by the Debtor are
not approved. The Court ordered that the firm will not be paid
until after fee applications are filed and approved by the Court.
Using the modified fee application procedures, the firm will draw
down its fees and expenses on a monthly basis from these sources,
if available: (i) funds that are not cash collateral, (ii) funds
that are cash collateral with the consent of any party claiming an
interest therein by order of the Court, or (iii) Court-authorized
borrowings from third parties.
The firm is currently owed $45,377 for prepetition services.
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.
RCR PLUMBING: Committee Seeks to Retain Venable as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of RCR Plumbing and
Mechanical, Inc., seeks permission from the U.S. Bankruptcy Court
for the Central District of California to retain Venable LLP as
its counsel nunc pro tunc to Nov. 10, 2011.
Venable is expected to:
(a) assist, advise and represent the Committee in its
consultations with the Debtor regarding the administration
of the bankruptcy case;
(b) assist, advise and represent the Committee in analyzing
Debtor's assets, investigating the extent and validity of
liens and participating in and reviewing any proposed asset
sales, any asset dispositions, financing arrangements and
cash collateral stipulations or proceedings;
(c) assist, advise and represent the Committee in any manner
relevant to reviewing and determining Debtor's rights and
obligations under leases and other executory contracts;
(d) assist, advise and represent the Committee in investigating
the acts, conduct, assets, liabilities and Debtor's
financial condition, Debtor's business operations and the
desirability of the continuance of any portion of the
business, and any other matters relevant to the Chapter
cases or to the formulation of a chapter 11 plan;
(e) assist, advise and represent the Committee in its
participation in the negotiation, formulation and drafting
of a plan of liquidation or reorganization;
(f) assist, advise and represent the Committee on any issues
concerning the appointment of a trustee or examiner under
Section 1104 of the Bankruptcy Code;
(g) assist, advise and represent the Committee in the
performance of all of its duties and powers under the
Bankruptcy Code and the Bankruptcy Rules and in the
performance of such other services as are in the interests
of those represented by the Committee;
(h) assist, advise and represent the Committee in the
evaluation of claims and on any litigation matters;
(i) advise and represent the Committee members with respect to
their duties to the estate and other creditors;
(j) assist, advise and represent the Committee with regard to
motions and other developments in the Chapter 11 case;
(k) assist, advise and represent the Committee with respect to
matters and proceedings that may impact the treatment of
and recovery by general unsecured creditors; and
(l) assist, advise and represent the Committee regarding other
matters and issues as may be necessary or requested by the
Committee in connection with the administration of the
case.
The professionals of Venable primarily responsible for
representing the Committee and their hourly rates are:
Hamid R. Rafatjoo $650
Keith C. Owens $615
Jennifer L. Nassiri $550
Rebecca S. Revich $375
Melissa C. McLaughlin $295
To the best of the Committee's knowledge, Venable is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
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 11% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 88.79 cents-on-the-
dollar during the week ended Friday, Dec. 2, 2011, an increase of
1.09 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 117 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.
RENAISSANCE BROADCASTING: Founder's Suit v. Obama Dismissed
-----------------------------------------------------------
District Judge Richard Andrews of the U.S. District Court in
Delaware dismissed a lawsuit against President Barrack Obama over
a defunct TV transmission tower developer, calling the lawsuit
frivolous and failing to state a claim upon which relief could be
granted.
Donald C. McMeans filed the action pursuant to 10 U.S.C. Sec. 333
asking the District Court to order the President of the United
States to end a conspiracy of subordinate federal employees
against him and the Renaissance Broadcasting Corporation.
Plaintiff claims jurisdiction pursuant to 28 U.S.C. Sections
1346(a)(2), 1361, and 1402(a)(1). Plaintiff also filed a notice of
motion of writ of mandamus with supporting brief. He appears pro
se and has been granted leave to proceed in forma pauperis.
Mr. McMeans is the president, founder, and principal shareholder
of RBC, a New Jersey Corporation. Plaintiff has been involved in
litigation in New Jersey since the early 1980's relating to his
and RBC's efforts to construct a television transmission tower in
New Jersey. The Township of Waterford, Camden County, New Jersey,
objected to RBC building a television tower. Extensive litigation
in state court over building permits was eventually resolved in
RBC's favor and RBC was granted approval to build.
RBC experienced financial difficulties and was placed in statutory
receivership in late 1981, followed by its voluntary filing of a
Chapter 11 Bankruptcy in the fall of 1983 (Bankr. D. N.J. Case No.
83-5545). The bankruptcy case was closed in November 1987, but,
prior to that time, the bankruptcy court, over the objection of
plaintiff, approved the sale of the television station and the
Federal Communications Commission approved transfer of RBC's
broadcast license.
Plaintiff filed an unsuccessful civil rights action in the United
States District Court for the District of New Jersey, as well as
an unsuccessful subsequent action to vacate orders entered in the
initial civil rights action and orders entered in cases filed in
the New Jersey Courts. Plaintiff also sought to reopen the closed
bankruptcy case.
On Jan. 20, 2009, Plaintiff filed a petition with President Obama,
which was delegated to the United States Department of Justice,
Executive Office for United States Trustees. Plaintiff alleges
that the DOJ's responses dated July 8, 2009 and January 7, 2011,
respectively, "constitute conclusive proof of per se violations of
the evil that 10 U.S.C. Sec. 333 was enacted to suppress." It
further alleges that the "obstructions of the due course of
justice pursuant to the obstruction of the execution of the
President's peremptory duty to RBC have been continuing without
abatement since December 4, 1993." In addition, Plaintiff seeks an
order of mandamus to direct President Obama to execute his
peremptory duty pursuant 10 U.S.C. Sec. 333. He states that the
18-year obstruction of the process established by Congress leaves
him and RBC with no alternative other than a mandamus order.
The case is DONALD C. McMEANS, v. BARACK H. OBAMA, Civ. No. 11-
891-RGA (D. Del.). Mr. McMeans, in Middletown, Delaware, appeared
pro se. A copy of Judge Andrews' Dec. 1, 2011 Memorandum Opinion
is available at http://is.gd/Icpolxfrom Leagle.com.
RICA ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: RICA Enterprises, Inc.
149/157 Mountain Avenue
W. Caldwell, NJ 07006
Bankruptcy Case No.: 11-44026
Chapter 11 Petition Date: November 29, 2011
Court: U.S. Bankruptcy Court
District of New Jersey (Newark)
Judge: Donald H. Steckroth
Debtor's Counsel: Barry Scott Miller, Esq.
70 Clinton Avenue
Newark, NJ 07114
Tel: (973) 216-7030
Fax: (973) 824-2446
E-mail: bmiller@barrysmilleresq.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.
The petition was signed by Natevidade Correia, treasurer.
RICHES-SINCLAIR: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Riches-Sinclair, a Delaware, LLC
36 Melrose Avenue
Natchez, MS 39120
Bankruptcy Case No.: 11-04198
Chapter 11 Petition Date: December 2, 2011
Court: U.S. Bankruptcy Court
Southern District of Mississippi (Jackson Divisional
Office)
Debtor's Counsel: Craig M. Geno, Esq.
HARRIS JERNIGAN & GENO, PLLC
587 Highland Colony Parkway
P.O. Box 3380
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
E-mail: cmgeno@hjglawfirm.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Ronald D. Riches, managing member.
RIVER ROCK: To Amend & Restate Deposit Account Control Agreement
----------------------------------------------------------------
As previously disclosed, River Rock Entertainment Authority has
commenced an offer to exchange all of the Authority's outstanding
9 3/4% Senior Notes due 2011 for new 9% Series A Senior Notes due
2018 or new 7 1/2% tax-exempt Series B Senior Notes and a
solicitation of consents to (i) proposed amendments to the
indenture governing the Existing Notes and related collateral
documents, and (ii) the waiver of existing defaults or events of
default under the Existing Indenture. The Offer is being made
pursuant to the Offering Circular and Consent Solicitation
Statement of the Authority dated Nov. 18, 2011. The Proposed
Amendments require the consent of the Holders of 66-2/3% in
aggregate principal amount of the outstanding Existing Notes.
The Existing Notes are secured by liens on the Authority's assets,
including a security interest in the deposit accounts maintained
by The Bank of the West for the Authority pursuant to a Deposit
Control Account Agreement, dated Jan. 11, 2010, among the Tribe,
the Authority, the Bank and U.S. Bank National Association, as
trustee under the Existing Indenture.
If the Requisite Consents are obtained and the other conditions to
the Offer and Consent Solicitation are satisfied or waived, the
Authority and the Tribe intend to execute on or immediately
following the date when those Requisite Consents are received, and
the Authority intends to request that the Existing Notes Trustee
execute, among other things, an Amended and Restated Deposit
Account Control Agreement, among the Tribe, the Authority, the
Existing Notes Trustee, the Bank, Deutsche Bank Trust Company
Americas, as collateral agent and Deutsche Bank Trust Company
Americas, as trustee under the indenture governing the New Notes
in order to create a security interest in the Authority's deposit
accounts at the Bank on behalf of the holders of the New Notes.
A full-text copy of the Amended and Restated Deposit Account
Control Agreement is available at http://is.gd/bxjWtz
About River Rock
Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe. River Rock Casino is a governmental development project of
the Authority. The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.
River Rock's balance sheet at Sept. 30, 2011, showed
$222.79 million in total assets, $214.66 million in total
liabilities, all current, and $8.13 million in total net assets.
* * *
As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.
Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default. The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process. The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.
In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'. At the same
time, S&P placed the ratings on CreditWatch with negative
implications. RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).
"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak. "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs. In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."
Bankruptcy Warning
The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay. The Company's $200.0
million of Senior Notes mature in November 2011. The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur. In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact. In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code. Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding. If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease. It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.
RLD INC: Files Schedules of Assets and Liabilities
--------------------------------------------------
RLD, Inc., has filed its schedules of assets and liabilities with
the U.S. Bankruptcy Court for the Northern District of California.
RLD, Inc.'s schedules disclosed:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $10,750,000
B. Personal Property $74,405
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $17,099,653
E. Creditors Holding
Unsecured Priority
Claims $13,988
F. Creditors Holding
Unsecured Non-priority
Claims $2,190,504
----------- -----------
TOTAL $10,824,405 $19,304,145
RLD, Inc., based in Santa Rosa, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011.
Judge Alan Jaroslovsky presides over the case. The Law Offices of
Steven M. Olson -- smo@smolsonlaw.com -- serves as the Debtor's
counsel. The Debtor estimated $10 million to $50 million in
assets and debts.
ROCK POINTE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Rock Pointe Holdings Company, LLC
820 A. Street, Suite 300
Tacoma, WA 98402
Bankruptcy Case No.: 11-05811
Chapter 11 Petition Date: December 2, 2011
Court: U.S. Bankruptcy Court
Eastern District of Washington (Spokane/Yakima)
Debtor's Counsel: Brett L. Wittner, Esq.
KENT & WITTNER PS
4301 S. Pine, #629
Tacoma, WA 98409
Tel: (253) 473-7200
Fax: (253) 473-5728
E-mail: brettlwittner@kentwittnerlaw.com
Estimated Assets: $50,000,001 to $100,000,000
Estimated Debts: $50,000,001 to $100,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Hyun Um, member of Prium Companies,
LLC.
STATE FAIR OF VIRGINIA: Files for Ch. 11 Following Bond Default
---------------------------------------------------------------
The State Fair of Virginia Inc., in operation since 1854, filed
for Chapter 11 protection (Bankr. E.D. Va. Case No. 11-37588) on
Dec. 1 in Richmond, when it was unable to make an interest payment
on secured debt.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in 2003 the fair purchased Meadow Farm and proceeded
to construct new fairgrounds facilities. The farm was birthplace
of Triple Crown winner Secretariat and training facility for Riva
Ridge, winner of two legs of horseracing's Triple Crown.
According to the Bloomberg report, the non-for-profit fair owes
$49.1 million on tax-exempt bonds and $25.9 million on taxable
bonds, both secured. At one time, the fair, in Doswell, Virginia,
had what amounted to a $42 million endowment. After portfolio
losses
during the recession, the fair says secured lenders required the
portfolio be reduced to cash, producing $26 million. ArborOne
ACA, as agent for the bondholders, says the cash collateral
account currently has $18.3 million, plus $1.9 million in a
reserve account.
The report relates that ArborOne objected to the fair's request to
use cash collateral. The hearing was adjourned to Dec. 20. The
tax exempt bonds were supported by a letter of credit issued by
AgFirst Farm Credit Bank, which became the bondholder when the
bonds weren't paid. In addition, the U.S. Agriculture Department
is owed about $9.5 million on secured debt. Trade creditors have
claims of about $1 million, a court filing says.
Portfolio Lost Half Its Value
Louis Llovio at the Richmond Times-Dispatch, citing court
documents, says the portfolio's value is half of what it was in
2007, or about $20 million. The portfolio was used to secure bank
loans and bonds. With the diminishing value of the portfolio, the
lenders would no longer allow the State Fair operator to continue
drawing from its investments.
"This is a one-time financial event which should support continued
operations and allow SFVA to emerge with a sustainable financial
structure," the report quotes Curry A. Roberts, SFVA's president
and chief executive officer, as saying. "This is the responsible
step to take to support the fair and our other operations."
The Times-Dispatch report says the Company listed between $10
million and $50 million in assets and between $50 million and $100
million in liabilities. Most of the money owed is to financial
institutions and tied to bonds, including owing a combined $49.8
million in tax-exempt bonds, the report notes.
The report adds that SFVA also has three outstanding loans with
the U.S. Department of Agriculture, on which it owes a total of
$9.5 million. The State Fair operator also owes nearly $1 million
to unsecured creditors, including $287,407 to SMG, the facilities
management company for operating The Meadow Event Park, and
$232,032 to Richmond advertising agency Siddall Inc.
The report relates that the lenders demanded that SFVA "takes its
then-approximately $26 million portfolio to a cash position,"
court papers show. Kent Engelke, chief economic strategist at
Capitol Securities Management Inc. in Henrico County, said that
suggests the possibility that the lenders wanted SFVA to liquidate
the fund.
The report adds that the lender group also asked that SFVA cut the
scope of The Meadow Event Park project by $2 million, negotiate a
new investment strategy and seek a $10 million grant to offset the
portfolio losses.
According to the report, SFVA agreed to the demands but was unable
to get the $10 million grant. The USDA instead offered a bridge
loan.
SFVA Inc. -- http://www.statefair.com/-- operates State Fair of
Virginia. According to the report, State Fair officials said
normal operations will continue during the bankruptcy proceeding
-- including next year's State Fair and Strawberry Hill Races.
They said they hope to emerge on a better financial footing and to
do so within 60 days to 90 days.
SHELDRAKE LOFTS: Remediation Capital Wants Case Converted to Ch. 7
------------------------------------------------------------------
Secured creditor Remediation Capital Funding, LLC, asks the U.S.
Bankruptcy Court for the Southern District of New York to appoint
a Chapter 11 trustee, or alternatively, convert the Chapter 11
case of Sheldrake Lofts, LLC, to one under chapter 7 of the
Bankruptcy Code.
Remediation Capital explains that, among other things:
1. RCF learned that, the Debtor, through Ofer Attia -- the
Debtor's current management -- fraudulently induced RCF to
enter into the loan by misrepresenting and inflating the
purchase price of the properties comprising the "Sheldrake
Project" by nearly $5 million. Specifically, rather than the
approximately $9.6 million represented purchase price, the land
acquisition cost was only approximately $4.7 million.
2. RCF believes that the Debtor's management purposefully filed
claims that are not valid claims against the Debtor's estate to
give the false impression that there were substantial creditors
of the Debtor's estate, when in fact this case is about
extracting money for equity, i.e. Attia.
3. RCF is concerned that transfers made to insiders and
affiliates are not being investigated for any potential
preferences or fraudulent conveyances.
RCF is represented by:
Jeffrey Traurig, Esq.
Howard P. Magaliff, Esq.
DICONZA TRAURIG MAGALIFF LLP
630 Third Avenue, 7th Floor
New York, NY 10017
Tel: (212) 682-4940
E-mails: jtraurig@dtmlawgroup.com
hmagaliff@dtmlawgroup.com
About Sheldrake Lofts LLC
New Rochelle, New York-based Sheldrake Lofts LLC owns several
contiguous parcels of real property in the Village of Mamaroneck
situated along the Sheldrake River: 270 Waverly Avenue, 206-208
Waverly Avenue, 188 Waverly Avenue. It filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-23650) on Aug. 10, 2010.
David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves
as the Debtor's bankruptcy counsel. The Debtor estimated its
assets at $50 million to $100 million and its debts at $10 million
to $50 million as of the Petition Date.
SHENGA INC: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Vanessa Small at the Washington Post reports that Shenga Inc.
located at 3904 Georgia Ave. NW, Washington, D.C., filed on
Nov. 23, 2011, for Chapter 11 reorganization (Case No. 11-00888).
Jeffrey C. Tuckfelt represents the Company. He can be reached at
202-347-3520. The Company listed both assets and debts of between
$500,000 and $1 million. Largest unsecured creditors were not
disclosed.
SOLYNDRA LLC: Hires Auctioneers to Sell Core Assets
---------------------------------------------------
Solyndra LLC and its debtor-affiliates ask the bankruptcy court
for authority to employ (i) Heritage Global Partners, (ii) Counsel
RB Capital, LLC; (iii) Hilco Industrial, LLC; and (iv) the
Branford Group, Inc., as sales agents and Auctioneers.
The parties have entered into the engagement agreement, which
governs the relationship between the Auctioneers, on the one hand,
and the Debtors on the other hand. The terms and conditions of
the Engagement Agreement reflect the parties' mutual agreement as
to the efforts that will be required to liquidate Solyndra's Core
Assets at auction.
The material terms of the proposed engagement include:
* the Auctioneers will act as sales agent and Auctioneer for
the auction and sale of the Core Assets pursuant to the
terms of the Core Asset Auction Motion, as approved by the
Court.
* the Auctioneers will charge a buyer's premium of 15% of the
aggregate gross proceeds for the sale of a Core Asset or lot
of Core Assets, payable by the buyers of such assets, and
which Buyer's Premium will be split: 7.5% to be remitted to
the Debtors and the remaining 7.5% to be remitted to the
Auctioneers.
* no sales commission will be paid to any of the Auctioneers
proceeds from the sale of any Core Assets.
* the Auctioneers will receive reimbursement of actually
incurred and reasonable expenses (including, without
limitation, labor, advertising, travel and lodging, digital
photography of the Core Assets, print and electronic media
production, brochure and catalog production, and
telemarketing) up to $40,000.
* the Auctioneers guarantee that the Debtors will receive a
minimum of $4.25 million in net proceeds from the Auction,
after payment of the Auctioneers' portion of the Buyer's
Premium and Auction Expenses that are ultimately allowed
by the Court and paid to the Auctioneers. The Guaranteed
Minimum Net Proceeds will payable to the Debtors upon the
later of (i) entry of an order by the Court approving the
Application or (ii) Jan. 1, 2012. If a Breakup Fee,
is actually paid to the Auctioneers, the Debtors will
refund the Guaranteed Minimum Net Proceeds to the
Auctioneers.
* the Debtors and the Auctioneers each agree and acknowledge
that the Debtors may continue to pursue a sale of the
Debtors assets through a turnkey sale up to and including
the week of Jan. 16, 2012. To the extent the Core Assets
are sold pursuant to a turnkey sale, the Auctioneers will
be entitled to a breakup fee of $250,000 plus reimbursement
of the Auction Expenses. The Breakup Fee and Auction
Expenses represent the Auctioneers' sole compensation to
the extent a turnkey sale is approved by the Court.
To the best of the Debtors' knowledge, information and belief, (a)
each of the Auctioneers are "disinterested persons" as the term is
defined in Section 101(14) of the Bankruptcy Code.
A hearing on the application will be held before the Hon. Mary F.
Walrath at the U.S. Bankruptcy Court, at 824 Market Street, Fifth
Floor, Courtroom #4, in Wilmington, Delaware, on Dec. 8, 2011, at
9:30 a.m.
About Solyndra LLC
Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications. The Company had 968 full time employees
and 211 temporary employees. Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.
Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.
Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date. The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.
In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.
Judge Mary F. Walrath presides over the Debtors' cases. The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser. AlixPartners LLP serves as noticing claims and
balloting agent. Imperial Capital LLC serves as the company's
investment banker and financial adviser. The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation. BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC. The Committee has tapped
Blank Rome LLP as counsel.
Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011. Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.
SOURCEGAS LLC: Moody's Raises Unsec. Debt Rating to Baa3 From Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
rating of SourceGas LLC (SourceGas) to Baa3 from Ba1.
Concurrently, The Corporate Family Rating, Probability of Default
rating and all loss given default ratings of Sourcegas have been
withdrawn. The rating outlook is stable.
RATINGS RATIONALE
"The upgrade of SourceGas' senior unsecured debt rating is largely
driven by the recent execution of a new five-year credit facility
and concludes the review for possible upgrade that Moody's
initiated in June" said Natividad Martel, an Assistant Vice
President at Moody's Investors Services. "The review was largely
driven by the enhanced visibility of SourceGas' cash flow
following the allowed rate hikes that became effective earlier
this year, and the resulting improvement in the company's key
financial metrics".
The rating is underpinned by the group's low business risk LDC
profile amid limited unregulated operations, and the company's
current focus on pursuing organic growth initiatives within its
regulated operations. The rating also captures the modest size of
the LDC subsidiaries, the degree of geographic diversification and
multi-jurisdictional operations under regulatory frameworks that
are overall considered average in terms of credit supportiveness.
It further captures SourceGas' improving credit metrics, our
expectation that the sponsors will maintain a rather conservative
dividend distribution policy, and that any new acquisitions will
be prudently funded given management's target for SourceGas' debt
(excluding Holding's debt) to total book capitalization ratio not
to exceed 53%. Nevertheless, the ratings are capped by the
material consolidated leverage (including Holdings' debt) profile
that still constrains the consolidated credit metrics.
The stable outlook largely reflects our expectation that credit
metrics will remain commensurate with the rating category,
specifically that SourceGas' CFO pre-W/C to debt and CFO pre-W/C
interest coverage will average in the low teens and around 2.5x,
respectively, on a sustainable basis. It further anticipates no
substantial deterioration in the regulatory credit supportiveness
in the different jurisdictions where the LDCs operate. It further
assumes continued maintenance of adequate liquidity and prudent
corporate finance governance, and that management will fund
operations based on their targeted 53% maximum capitalization
ratio(excluding Holdings' debt).
Given this rating action and the current material consolidated
leverage, a further upgrade of SourceGas' rating is unlikely.
However, upward pressure could surface if there is a significant
improvement in the financial metrics such that the CFO pre-W/C to
debt and cash flow interest coverage exceeds 15%, and 3.5x,
respectively, on a sustainable basis.
Downward pressure could be triggered by a material deterioration
in the credit supportiveness of one or more regulatory
environments where the LDCs operate, and/or in the credit metrics,
such that SourceGas reports CFO pre-W/C to debt and CFO pre-W/C
interest coverage below 10% and 2.0x for an extended period. The
rating could also be downgraded if future acquisitions result in a
significant increase in leverage at either SourceGas or Holdings.
The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.
Headquartered in Lakewood, Colorado, SourceGas is an intermediate
holding company, whose operating subsidiaries provide retail
natural gas distribution services, and operate intrastate
transmission pipelines as well as storage facilities in Arkansas,
Colorado, Nebraska and Wyoming. Furthermore, SourceGas's wholly
owned subsidiary Rocky Mountain Natural Gas LLC offers regulated
wholesale natural gas services mainly to affiliate SourceGas
Distribution LLC, and natural gas liquid sales processed through
two natural gas processing plants. RMNG owns 40% of one of the
processing plants, while the second one is wholly owned by
SourceGas Energy Services (SGES), another SourceGas subsidiary.
The group's unregulated operations, including SGES', account for
about 8% of the consolidated gross margin and consist mainly of
unbundled natural gas (under the Choice Program) to retail
customers in Wyoming and Nebraska.
SOUTH BAY EXPRESSWAY: SANDAG Finalizing $344 Million Buyout
-----------------------------------------------------------
Robert J. Hawkins at Sign On Sand Diego reports that the San Diego
Association of Governments board of Directors is getting down into
the details of a $344 million purchase of the 10-mile South Bay
Expressway.
According to the report, the agency wants to complete the purchase
of the franchise to operate the once-bankrupt toll road in South
County -- also know as State Route 125 -- by Dec. 21, 2011.
The report says the board will review drafts of purchase and
financing documents, review modeling results and tolling
alternatives. The board said it will also review proposed changes
to the franchise agreement with Caltrans under which the road is
currently operated.
The report adds that the board is also expected to authorize the
agency to execute a six-month transitional operating agreement
with the current franchise holder, South Bay Expressway LLC.
The report notes a second meeting devoted exclusively to the
purchase is set for Dec. 16, 2011.
About South Bay Expressway
South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 (Bankr. S.D. Calif. Case No. 10-04516) on March 22,
2010. Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.
The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125. Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.
Robert Pilmer, Esq., at Kirkland & Ellis LLP, represented the
Debtors in their restructuring effort. PricewaterhouseCoopers LLP
served as auditor and tax advisor. Imperial Capital LLC served as
financial advisor. Epiq Bankruptcy Solutions LLC served as claims
and notice agent.
As of the bankruptcy filing, the Debtors have roughly $640 million
in book value of total assets and roughly $570 million in book
value of total liabilities.
On April 14, 2011, the Court confirmed the Debtor's Third Amended
Joint Plan of Reorganization, and approved a global settlement
with the support of all major creditor constituencies.
SP NEWSPRINT: Seeks to Employ Richard Layton as Co-Counsel
----------------------------------------------------------
SP Newsprint Holdings LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Richards,
Layton & Finger, P.A., as their co-counsel nunc pro tunc to the
Petition Date.
Richards Layton will:
(a) prepare all necessary petitions, motions, applications,
orders, reports, and papers necessary to commence the
chapter 11 cases;
(b) advise the Debtors of their rights, powers, and duties as a
debtor and debtor-in-possession under chapter 11 of the
Bankruptcy Code;
(c) prepare on behalf of the Debtors all motions, applications,
answers, orders, reports, and papers in connection with the
administration of the Debtors' estate;
(d) take action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors'
behalf, the defense of actions commenced against the
Debtors in the chapter 11 cases, the negotiation of
disputes in which the Debtors are involved, and the
preparation of objections to claims filed against the
Debtors;
(e) assist the Debtors with the sale of any of its assets
pursuant to section 363 of the Bankruptcy Code;
(f) prepare the Debtors' disclosure statement and any related
motions, pleadings, or other documents necessary to
solicit votes on the Debtors' plan of reorganization;
(g) prepare the Debtors' plan of reorganization;
(h) prosecute on behalf of the Debtors, the proposed plan of
reorganization and seek approval of all transactions
contemplated therein and in any amendments thereto; and
(i) perform all other necessary legal services in connection
with the chapter 11 cases.
The principal professionals and paraprofessionals designated to
represent the Debtors and their current hourly rates are:
Mark D. Collins $725 per hour
Lee E. Kaufman $340 per hour
Amanda R. Steele $245 per hour
Janel H. Gates $200 per hour
Prior to the Petition Date, the Debtors paid Richards Layton
$75,000 in connection with and in contemplation of the Chapter 11
cases.
The Debtors agree to reimburse the firm for all other expenses
including among other things, telephone and telecopier tolls,
document processing charges, travel expenses and expenses for
"working meals."
To the best of the Debtors' knowledge, Richards Layton is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About SP Newsprint
Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.
SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant. It is one of the largest
producers of newsprint in North America. SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.
SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years. Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.
Judge Christopher S. Sontchi presides over the case. Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel. Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel. AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent. In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts. The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.
STATE FAIR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The State Fair of Virginia, Inc.
14020 Dawn Boulevard
Doswell, VA 23047
Bankruptcy Case No.: 11-37588
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Douglas O. Tice Jr.
Debtor's Counsel: Jonathan L. Hauser, Esq.
TROUTMAN SANDERS LLP
222 Central Park Avenue, Suite 2000
P.O. Box 61185
Virginia Beach, VA 23466-1185
Tel: (757) 687-7768
E-mail: jonathan.hauser@troutmansanders.com
Debtor's
Financial
Advisor: AERY, LLC
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $50,000,001 to $100,000,000
The petition was signed by Curry A. Roberts, president.
Debtor's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
SMG Trade Debt $287,408
300 Conshohocken State Road
W. Conshohocken, PA 19428
Siddall, Inc. Trade Debt $235,033
One Capital Square
830 E. Main Street, 24th Floor
Richmond, VA 23219
Department of State Police Trade Debt $92,259
c/o Property & Finance Division
P.O. Box 27472
Richmond, VA 23261-7472
Extreme Clean U.S.A., Inc. Trade Debt $73,531
Lafayette Tent & Awning Co., Inc. Trade Debt $70,969
Topside Tent & Party Rentals Trade Debt $45,152
Sunbelt Rentals, Inc. Trade Debt $40,918
Pelican Paper Co., Inc. Trade Debt $27,650
Chocklett Press Trade Debt $19,663
Nationwide Golf Car, Inc. Trade Debt $17,150
Marsh Trade Debt $15,725
Morgan Keegan & Company, Inc. Financing Debt $12,354
Elevation, LLC Trade Debt $11,788
James River Equipment Trade Debt $10,000
GW Sound Trade Debt $9,816
Regalia Manufacturing Co., Inc. Trade Debt $7,776
Virginia Golf Cars, Inc. Trade Debt $6,240
Atlee Landscaping Products, Inc. Trade Debt $6,000
Van's Welding & Maintenance Trade Debt $5,200
Dunbar Armored Trade Debt $4,245
STATESBORO RENTAL: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Statesboro Rental Housing, L.P.
dba Little Lotts Creek Apartments
348 Enterprise Drive
Valdosta, GA 31601
Bankruptcy Case No.: 11-60756
Chapter 11 Petition Date: November 29, 2011
Court: U.S. Bankruptcy Court
Southern District of Georgia (Statesboro)
Debtor's Counsel: David Eugene Mullis, Esq.
DAVID E. MULLIS, PC
2301 Mimosa Drive
Valdosta, GA 31602
Tel: (229) 245-8817
Fax: (229) 245-1515
E-mail: dmullis@georgiabankruptcycenter.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gasb11-60756.pdf
The petition was signed by Cynamon Willis, manager.
STYRON CORP: Bank Debt Trades at 14% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Styron Corp. is a
borrower traded in the secondary market at 85.83 cents-on-the-
dollar during the week ended Friday, Dec. 2, 2011, a drop of 1.54
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 June 27, 2017, and
carries Moody's B1 rating and Standard & Poor's B+ rating. The
loan is one of the biggest gainers and losers among 117 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
Styron is the world's largest producer of styrene butadiene (SB)
latex and polystyrene, the largest European producer of synthetic
rubber, and a leading producer of polycarbonate resins and blends.
Styron had revenues of roughly $4.9 billion for the LTM ending
Sept. 30, 2010.
As reported by the Troubled Company Reporter on Jan. 27, 2011,
Standard & Poor's Ratings affirmed S&P's 'B+' corporate credit
rating on Styron S.a.r.l.. The outlook is stable. The ratings
reflect Styron's aggressive financial profile and weak business
profile as a leading, but commodity-oriented, producer of
petrochemical products.
The TCR, on Jan. 25, 2011, reported that Moody's raised the
Corporate Family Rating of Styron Corp. to B1 from B2. Styron's
B1 CFR reflects its narrow portfolio of quasi-commodity and
commodity products, substantial exposure to volatile feedstock
prices, its limited history as an independent company and a
limited amount of cash equity subsequent to the cash dividend.
TBS INTERNATIONAL: Banks Extend Forbearance Until Dec. 15
---------------------------------------------------------
TBS International plc previously announced in September 2011 that,
with the agreement of the requisite lenders under its various
financing facilities, it would not make certain principal payments
due on its financing facilities for the period through Dec. 15,
2011. On Dec. 2, 2011, the Company is announced that it has
reached agreements in principle with its lenders to restructure
the Company's debt. To permit documentation of the agreements in
principle, the lenders have agreed to an extension of the
forbearance period through Feb. 15, 2012. The agreements in
principle, subject to final documentation and approvals, provide
for the continued operation of the Company's business under
current management, continued timely payment in full of all trade
creditors, satisfaction of the claims of certain lenders,
restructuring of the terms of debt held by the Company's key
lenders and no residual value for the existing common and
preferred stock.
During the extended forbearance period, the lenders will forbear
from exercising their rights and remedies which arise from the
Company's failure to make interest and principal payments when due
and any failure to comply with certain of its financial covenants,
and the Company and its lenders expect to finalize agreements with
respect to the Company's financial obligations and ongoing
defaults under its various financing facilities.
Joseph E. Royce, Chairman, chief executive Officer and president,
commented: "We are pleased to have reached these agreements in
principle because we believe it will ensure continued,
uninterrupted operation of the Company's fleet and the Company's
continued ability to meet its customers' needs on a timely and
efficient basis."
About TBS International plc
Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning. The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage. TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.
The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.
The Company also reported a net loss of $55.16 million on $282.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $29.21 million on $311.06 million of
total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $659.28
million in total assets, $409.77 million in total liabilities and
$249.51 million in total shareholders' equity.
PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern. PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable. According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.
As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities"). The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.
The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.
As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation. In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.
TEE INVESTMENT: Receiver Seeks to Retain Armstrong as Counsel
-------------------------------------------------------------
Terrence S. Daly, in his capacity as receiver, seeks permission
from the U.S. Bankruptcy Court for the District of Nevada to
retain Armstrong Teasdale LLP his as counsel.
On May 4, 2010, secured creditor WBCMT 2006-C27 Plumas Street,
LLC, filed a verified complaint against debtor Tee Investment
Company, Limited Partnership, in Washoe County District Court for
specific performance and appointment of a receiver, among other
relief.
On June 7, 2010, the State Court entered an order appointing
Receiver and granting preliminary injunction, by which the
Receiver was appointed to, among other things, take possession of
and manage the Debtor's real property commonly known as 6155
Plumas Street, Reno, Nevada.
Upon retention, Armstrong will:
(a) advise Receiver with respect to his powers, rights, duties,
and obligations as Receiver in the continued management and
operation of the Property and regarding other matters of
bankruptcy law;
(b) attend meetings and negotiate with representatives of
Debtor, creditors, and other parties in interest;
(c) take all necessary actions to assist Receiver with
protection and preservation of the Property, including
prosecuting actions on Receiver's behalf, defending any
action commenced against Receiver, and representing
Receiver's interests in negotiations concerning all
litigation in which Receiver is involved;
(d) prepare, on the Receiver's behalf, all motions,
applications, answers, orders, reports, and papers
necessary to the execution of the Receiver's duties;
(e) advise the receiver in connection with the protection and
preservation of the Property;
(f) appear before the Court, any appellate courts, and the
United States Trustee and protect the interests of the
Receiver before those Courts and the United States Trustee;
and
(g) perform all other necessary legal services and provide all
other necessary legal advise to the Receiver in connection
with the Chapter 11 proceedings.
Armstrong Teasdale will charge the Receiver hourly rates
consistent with the rates Armstrong Teasdale charges in bankruptcy
and non-bankruptcy matters of this type. The Debtors agree to
reimburse Armstrong Teasdale for actual, necessary expenses.
To the best of the Receiver's knowledge, Armstrong Teasdale is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Tee Investment
Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.
Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.
TIMBER POINT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Timber Point Builders, LLC
79 Timber Point Drive
Northport, NY 11768
Bankruptcy Case No.: 11-78441
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Robert E. Grossman
Debtor's Counsel: Jonathan S. Pasternak, Esq.
RATTET PASTERNAK, LLP
550 Mamaroneck Avenue, Suite 510
Harrison, NY 10528
Tel: (914) 381-7400
Fax: (914) 381-7406
E-mail: jsp@rattetlaw.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Vincent DiCanio, managing member.
Affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Pine Ridge Builders, LLC 11-78443 12/01/11
TR SHADOW: Seeks to Hire Rutan & Tucker as Counsel
--------------------------------------------------
TR Shadow View, LLC, seeks permission from the U.S. Bankruptcy
Court for the Central District of California to employ Rutan &
Tucker, LLP, as its counsel.
As counsel, Rutan & Tucker will:
(1) prepare on behalf of the Debtor, as Debtor-in-possession,
all necessary motions, applications, orders, reports, and
other papers in connection with the administration of the
Debtor's estate;
(2) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
the Debtor's behalf, the defense of any actions commenced
against the Debtor, the negotiation of disputes in which
the Debtor is involved, and the preparation of objections
to claims filed against the Debtor's estate;
(3) take all necessary actions in connection with a chapter 11
plan and related disclosure statement and all related
documents, and such further actions as may be required in
connection with the administration of the Debtor's estate;
and
(4) perform all other necessary legal services in connection
with the prosecution of the Chapter 11 case.
The Debtor will pay Rutan & Tucker based on the firm's hourly
rates which range from $240 to $650 per hour. It is anticipated
that Eric Fromme and Chatherin Djang will be principally involved
in performing legal services for the Debtor. Mr. Fromme's rate
for 2011 is $500 per hour while Ms. Djang's rate for 2011 is $400
per hour.
The Debtor agrees to reimburse Rutan & Tucker for its costs and
expenses.
Rutan & Tucker received $25,000 as retainer as of the Petition
Date.
To the best of the Debtor's knowledge, Rutan & Tucker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Rutan & Tucker can be reached at:
Eric J. Fromme, Esq.
RUTAN & TUCKER LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
Tel: (714) 641-5100
Fax: (714) 546-9035
E-mail: efromme@rutan.com
TR Shadow View, LLC, based in Newport Beach, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-19227) on
June 29, 2011. Eric J. Fromme, Esq., at Rutan & Tucker LLP,
serves as the Debtor's bankruptcy counsel. The Debtor disclosed
$35,003,189 in assets and $33,352,297 in liabilities in its
schedules.
TRANS-LUX CORP: Glenn Angiolillo Resigns as Director
----------------------------------------------------
Trans-Lux Corporation, on Nov. 28, 2011, accepted the letter of
resignation of Mr. Glenn J. Angiolillo, effective immediately, as
a Director of the Company. Mr. Angiolillo's current term would
have expired in 2012. His decision to resign was not due to any
disagreement with the Company.
About Trans-Lux Corporation
Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.
Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.
The Company also reported a net loss of $5.45 million on $17.12
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $5.25 million on $18.73 million
of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $29.73
million in total assets, $35.31 million in total liabilities and a
$5.58 million total stockholders' deficit.
As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency. In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009. Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.
TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Travelport, Inc.,
is a borrower traded in the secondary market at 83.25 cents-on-
the-dollar during the week ended Friday, Dec. 2, 2011, a drop of
0.54 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 117 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.
TRIMURTHI HOTELS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Trimurthi Hotels Land Holdings WJ, LLC
203 Hampton Place
West Jefferson, NC 28694
Bankruptcy Case No.: 11-51453
Chapter 11 Petition Date: December 1, 2011
Court: U.S. Bankruptcy Court
Western District of North Carolina (Wilkesboro)
Judge: Laura T. Beyer
Debtor's Counsel: Edward C. Hay, Jr., Esq.
PITTS, HAY & HUGENSCHMIDT, P.A.
137 Biltmore Avenue
Asheville, NC 28801
Tel: (828) 255-8085
Fax: (828) 251-2760
E-mail: ehay@phhlawfirm.com
Scheduled Assets: $9,348,899
Scheduled Debts: $4,427,560
The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-51453.pdf
The petition was signed by Amar Navnit Patel, managing member.
TXU CORP: Bank Debt Trades at 35% 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 65.13 cents-on-the-dollar during the week
ended Friday, Dec. 2, 2011, a drop of 1.03 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 117 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.
UNIFI INC: Moody's Upgrades CFR to 'B2'; Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Unifi, Inc. to B2 from B3, and the rating on its secured notes to
B3 from Caa1. Moody's also assigned a Speculative Grade Liquidity
Rating of SGL- 2, denoting good liquidity. The rating outlook is
stable.
"The upgrade of Unifi's corporate family rating to B2 acknowledges
the material improvement in its credit metrics over the past two
years through a combination of earnings growth and debt reduction
coupled with Unifi's ability to maintain a good liquidity profile
during periods of rising commodity costs," stated Moody's analyst
Brian Grieser. The company's lease adjusted financial leverage has
declined from 6.7x in 2009 to 3.4x this year (excluding income
contributions from joint ventures). Moody's expects Unifi's
earnings to remain under pressure in the near term as a result of
commodity price inflation and softer demand from apparel producers
that are maintaining tight inventory control. Nonetheless, Moody's
believes Unifi will generate positive free cash flow as it works
through its own elevated inventory levels. Furthermore, given
management's ongoing commitment to debt reduction, the company's
lease adjusted leverage is expected to remain between 3.0x - 4.0x
over the next year (excluding income contributions from joint
ventures).
These ratings were upgraded:
Corporate family rating to B2 from B3;
Probability of default rating to B2 from B3; and
$124 million 11.5% secured notes due May 2014 to B3 (LGD5, 74%)
from Caa1 (LGD4,66%).
The following rating was assigned:
Speculative Grade Liquidity rating of SGL-2
RATINGS RATIONALE
The B2 corporate family rating acknowledges the susceptibility of
Unifi's earnings to material and sudden swings given the
volatility of key raw material prices, the high cyclicality of the
global textile industry, and intense competition from foreign
manufacturers that have significant cost advantages. The rating
further incorporates geopolitical risks associated with global
trade liberalization efforts in yarns and textiles that could
limit or end existing protections and pressure the company's
margins. At the same time, the rating is supported by Unifi's
strong credit metrics, good liquidity position, and ongoing
commitment to deleveraging its capital structure through debt
reduction.
The stable outlook reflects Moody's belief that Unifi's credit
profile will not be materially impacted by a continued challenging
operating environment, and that the company will maintain its good
liquidity position while opportunistically reducing debt.
The speculative grade liquidity rating of SGL-2 reflects an
assumption of good liquidity over the next twelve months. Moody's
expects existing cash balances ($20 million), free cash flow
generation ($20 to $30 million range), and revolver availability
($50 to $60 million range) to be sufficient to cover operating
costs and allow for debt reduction as part of managements de-
leveraging strategy. We believe the boost in free cash flow during
the company's fiscal 2012, relative to recent years, and in spite
of managements expectation for a challenging first half, will be
driven by several factors including a reduction in capital
spending, lower interest expense resulting from repurchases of the
company's 11.5% notes, and a working capital contribution as the
company works off an elevated inventory position.
A ratings upgrade is unlikely in the near term given continued
softness in Unifi's end markets and heightened input costs.
Moody's would consider a positive rating action should the company
recapture and sustain low to mid double digit EBITDA margins while
demonstrating greater earnings stability over a protracted period
of time, and reducing funded debt balances near $100 million.
Negative momentum could result from sustained weak demand from
Unifi's end markets while raw material costs remain at elevated
levels. Lease adjusted debt to EBITDA above 5.0x (inclusive of JV
contributions) or an erosion in liquidity could prompt a negative
rating action.
The principal methodology used in rating Unifi Inc was the Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June.
UNIVISION COMMS: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 89.60 cents-on-the-dollar during the week ended Friday, Dec. 2,
2011, an increase of 0.60 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
March 29, 2017, and carries Moody's 'B2' rating and Standard &
Poor's 'B+' rating. The loan is one of the biggest gainers and
losers among 117 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.
About Univision Communications
Univision Communications, Inc., headquartered in New York, claims
to be a leading Spanish language media company in the United
States. Revenue for fiscal year 2010 was approximately $2.2
billion.
As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision
Communications, Inc.'s 8.5% senior unsecured notes due 2021,
following the Company's proposed $315 million add-on to the issue.
The add-on would bring the total dollar amount of the issue to
$815 million. The issue-level rating on this debt remains at 'CC+
(two notches lower than the 'B' corporate credit rating on the
Company), and the recovery rating remains at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.
S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes. The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.
On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019. Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses. Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL
3 speculative-grade liquidity rating and stable rating outlook are
not affected.
The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense. Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years. Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.
On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'. The Rating Outlook is Stable.
The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data. Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks. High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population. Ratings concerns are centered on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.
VENTO FAMILY: Files Amended Plan; To Pay Unsecureds in 5 Years
--------------------------------------------------------------
Vento Family Trust has filed a First Amended Disclosure Statement
for its Chapter 11 Plan of Reorganization with the U.S.
Bankruptcy Court for the District of Nevada.
Vento will implement this Plan through the proceeds of its
business operations. Vento expects to have sufficient income from
business operations to make the payments called for in the Plan.
Allowed Unsecured Claim holders will be paid their Pro Rata share
of monthly payments of $4,000 for 60 months, beginning on the
Effective Date. The total amount paid to Allowed Unsecured Claims
will total $240,000. The claims in this class consist primarily
of deficiency claims on properties that were sold at trustees'
sale prior to the Petition Date. The Debtor that the total amount
of these claims will exceed $2 million. The percentage
distribution to Class 7 creditors will depend on the outcome of
these claims.
Allowed Equity Interest holders will retain their interest
in the Debtor and the Reorganized Debtor. The Allowed Equity
Interest holders will make payments from their personal assets
into the plan of $1,000 per month for 24 months beginning 12
months after the Effective Date. Accordingly, Allowed Equity
Interest holders will retain their interest in the remaining
property of the Reorganized Debtor and will receive any remaining
residuary interest after payment is made to all claims pursuant to
the terms of the Plan.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ventofamily.dkt169.pdf
About Vento Family Trust
Based in Henderson, Nevada, Vento Family Trust was formed in 1990
for the purpose of holding business related real estate assets of
Carmine and Ann Vento. The Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-33909) on Dec. 27, 2010.
Judge Mike K. Nakagawa presides over the case. Jason C.
Farrington, Esq., and Timothy S. Cory, Esq., at Timothy S. Cory &
Associates, in Las Vegas, represents the Debtor. In its amended
schedules, the Debtor disclosed $12,840,000 in assets and
$11,273,400 in liabilities.
VERIFONE INC: Moody's Confirms 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed VeriFone Inc.'s Ba3 Corporate
Family Rating (CFR) and assigned a Ba3 rating to the Company's
$1.6 billion of proposed senior secured credit facilities. The
outlook for the ratings is stable. The rating confirmation ends a
review of VeriFone's ratings initiated on November 14, 2011 in
response to the Company's announcement of its plan to acquire
Point.
VeriFone will use the proceeds from the new credit facilities and
cash on hand to fund the purchase of Point, refinance the
Company's and Point's existing debt, and pay related fees and
expenses. Moody's will withdraw the ratings for VeriFone's
existing debt once it is repaid at the close of the proposed
transaction. The ratings for the Company's new debt instruments
are subject to review of final documentation.
Moody's has taken these rating actions:
Issuer: VeriFone, Inc.
-- Corporate family rating -- Ba3, confirmed
-- Probability-of-default rating -- B1, lowered from Ba3
-- $350 million Senior Secured Revolving Credit Facility due
2016 -- Ba3 (LGD3 - 33%), assigned
-- $1,000 million Senior Secured Term Loan A due 2016 -- Ba3
(LGD3 - 33%), assigned
-- $250 million Senior Secured Term Loan B due 2018 -- Ba3
(LGD3 - 33%), assigned
-- $25 million ($40 million originally) Senior Secured
Revolving Credit Facility due 2012 -- Ba1 (LGD2 - 20%),
confirmed; to be withdrawn
-- $220 million Senior Secured Term Loan due 2013 -- Ba1 (LGD2
- 20%), confirmed; to be withdrawn
Outlook action:
-- Outlook: Stable, changed from positive
RATINGS RATIONALE
The debt financed acquisition of Point will raise VeriFone's Total
Debt/LTM EBITDA leverage (incorporating Moody's standard
analytical adjustments) from 2.6x to about 4.6x, before including
planned synergies from the acquisitions of Hypercom, completed on
August 4, 2011, and Point. The confirmation of VeriFone's Ba3 CFR
reflects Moody's belief that VeriFone will be able to restore its
leverage to less than 3.0x (Moody's adjusted) over the next 12 to
18 months through EBITDA growth and debt repayment beyond required
amortization. The combination of organic revenue growth and
synergies from the acquisitions of Hypercom and Point should allow
the Company to achieve a more moderately leveraged balance sheet
and grow its free cash flow.
Although worsening global macroeconomic conditions could dampen
VeriFone's strong revenue growth rates in the near-to-intermediate
term, the Company's increasing presence in developing markets, its
growing penetration into new verticals, and new products and
services should mitigate the pressure on revenue resulting from a
moderate economic downturn.
The Ba3 CFR reflects VeriFone's leading market position in the
Point-of-Sale (POS) terminals market in several major countries
and its large installed base of POS terminals and customer
relationships which the Company can leverage to generate recurring
revenues and services. The rating is supported by VeriFone's well
diversified revenue base across several countries and its track
record of solid revenue and earnings growth since the end of the
global downturn through geographic expansion and successful
introduction of new products and services.
VeriFone's rating is constrained by the Company's narrow product
focus and reliance on one-time sales rather than recurring
revenues to generate a majority of its revenues. The rating
additionally considers the Company's tolerance for high leverage
and its acquisitive growth strategy.
Despite consolidation among POS vendors over the past several
years, the market for POS solutions and services remains highly
competitive and the electronic payment solutions industry is
rapidly evolving. Although not imminent, the rating also
encompasses the potential for disruptive technological changes or
emerging business models over time which could threaten VeriFone's
business or introduce new competitors or competing technologies.
The stable ratings outlook reflects Moody's expectations of strong
free cash flow generation through organic revenue growth, stable
operating margins and timely attainment of targeted synergies from
the acquisitions of Hypercom and Point. Moody's expects the
Company to maintain very good liquidity in the next twelve months,
comprising its large cash balances, free cash flow and modest debt
maturities.
Moody's could lower VeriFone's outlook or ratings if competitive
pressures or technological changes erode VeriFone's market share
or profitability, revenue growth weakens considerably, and as a
result the Company is unable to sustain Total Debt-to-EBITDA below
3.5x. Downward rating pressure could develop if the Company
pursues an aggressive financial strategy which delays anticipated
deleveraging.
Conversely, Moody's could raise VeriFone's ratings if its revenue
mix continues to shift toward recurring revenues resulting in more
predictable cash flow generation and the Company demonstrates a
conservative financial policy, including maintaining Total Debt-
to-EBITDA leverage of less than 2.5x (as reported by the company),
while generating strong free cash flows through sustained revenue
growth and increasing profitability.
The principal methodology used in rating VeriFone was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Headquartered in San Jose, California, VeriFone is a leading
provider of POS payment systems, solutions and services with
revenues of $1.17 billion for the twelve months ended July 2011.
VEY FINANCE: Files Amended Schedules of Assets and Liabilities
--------------------------------------------------------------
Vey Finance, LLC, has filed its amended schedules of assets and
liabilities with the U.S. Bankruptcy Court for the Western
District of Texas.
Vey Finance's amended schedules disclosed:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $2,790,574
B. Personal Property $7,346,880
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $12,293,495
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $374,230
----------- -----------
TOTAL $10,137,454 $12,667,725
In its original schedules, the Debtor disclosed assets of
$10,477,513 and liabilities of $12,504,207.
About Vey Finance
Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case. Corey W.
Haugland, Esq., at James & Haugland, P.C., in El Paso, Texas,
represents the Debtor as bankruptcy counsel. John W. (Jay)
Dunbar, CPA, serves as its regular accountant. The petition was
signed by Veronica L. Veytia, managing member.
Creditor Compass Bank filed Liquidating Plan in November. A
hearing to approve the disclosure statement explaining creditor
Compass Bank's proposed Liquidating Plan for Vey Finance, LLC, is
scheduled for Dec. 15, 2011, at 10:00 a.m.
VILLAGE AT CAMP BOWIE: Files 3rd Amendment to Full Payment Plan
---------------------------------------------------------------
Village at Camp Bowie, LLC, has filed a third amended plan of
reorganization with the U.S. Bankruptcy Court for the Northern
District of Texas.
The Plan contemplates that the Debtor will pay its creditors 100%
of the Allowed Amount of their Claims. Funds for the payments
will come from cash on hand plus $1,500,000 from the Preferred
Equity to be issued to participating Interest Holders of the
Debtor or other third party investors and from future revenue of
the Reorganized Debtor.
The Allowed Secured Claim of Western Real Estate Equities, LLC,
will be paid through a combination of cash and issuance of the New
Western Note which will have a 5-year term, bear interest at a
rate of 6.4% per annum, with interest only payments for the first
36 months following the effective date, principal and interest
payments based on a 30 year amortization for months 37- 59 with
the remaining principal balance and all accrued and unpaid
interest due at maturity in month 60.
The Claims of General Unsecured Creditors will be paid in full,
without interest through three monthly payments beginning on the
Effective Date. Existing Equity Interest Holders which
participate in and fund at least their pro rata share of the
Preferred Equity will retain their existing partnership interests
in the Reorganized Debtor, subject to subordination to the
Preferred Equity which will be used to fund the Plan. Any Holder
of an Equity Interest that does not subscribe for and fund the
Preferred Equity in an amount at least equal to their pro rata
share of the existing Partnership Interests in the Debtor will
have their existing Equity Interest diluted and subordinated as of
the Effective Date of the Plan.
Equity Interests Holders will retain their partnership interests
in the Reorganized Debtor, subject to subordination and dilution
to the Preferred Equity which will be used to fund the Plan.
Interest Holders in the Debtor will not receive any distribution
on account of their Interests, either in the form of a yield or a
return of capital, until the New Western Note has been paid in
full and all Class 2 Claims have been paid as provided in the
Plan.
The claims and interests under the plan are:
A. Administrative Claims (Not Impaired)
B. Secured Tax Claims (Not Impaired)
C. Class 1: Secured Claim of Western (Impaired)
D. Class 2: General Unsecured Claims (Impaired)
E. Class 3: Equity Interests (Impaired)
Unclassified Claims is composed of Administrative Claims and
Secured Tax Claims. Each Holder of an Allowed Administrative
Claim shall be paid in cash, in full, as soon as practicable after
the later of a the Effective Date, the date the Claim becomes
allowed, or if such Claim is the date the payment is due in the
ordinary course of business. Allowed Secured Claims of the Tax
Authorities will be paid in the ordinary course of business
pursuant to Texas Property Tax Code Section 31.03(a), without the
need for any secured taxing entity to file a claim or request for
payment with the bankruptcy court.
A copy of the Third Amended Plan of Reorganization is available
at:
http://bankrupt.com/misc/VILLAGE_thirdamendedplan.pdf
About Village at Camp Bowie I
Dallas, Texas-based Village at Camp Bowie I, L.P. owns a low-rise,
mixed-use development in southwest Fort Worth, Texas, known
eponymously as the Village at Camp Bowie. The Property occupies
23.08 acres in an excellent location in one of the busier areas of
the city. Space in the Property is leased for office, retail,
restaurant and entertainment purposes. The Property is presently
slightly less than 80% occupied. Village at Camp Bowie I filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
10-45097) on Aug. 2, 2010. J. Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., in Dallas, serves as the Debtor's
bankruptcy counsel. The Debtor estimated its assets and debts at
$10 million to $50 million.
WAGSTAFF MINNESOTA: Wants Until March 30 to Propose Ch. 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing on Dec. 6, 2011, at 2:30 p.m., to consider
Wagstaff Minnesota, Inc., et al.'s request to extend their
exclusivity periods.
The Debtors requested to extend their exclusive periods to file
and solicit acceptances for the proposed plan of reorganization
until March 30, 2012, and May 29, respectively.
The Debtors expect to begin drafting a plan shortly. The Debtors
believe that it is best to file a plan after the conclusion of
appellate oral argument regarding the Debtors' rejection of KFC
Corporation, their secured creditors, reinstatement agreements
scheduled for Dec. 12, 2011, the results of which are critical to
the Debtors recovery plans.
The Debtors needed additional time to conclude conclude
substantive plan negotiations with KFC, General Electric Capital
Corporation and its affiliates and Perella Weinberg Partners Asset
Based Value Master Fund I L.P. and its affiliates and the Official
Committee of Unsecured Creditors.
About Wagstaff Properties
Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011. The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts. Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets. Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.
On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.
WEGENER CORP: Incurs $1.4 Million Net Loss in Fiscal 2011
---------------------------------------------------------
Wegener Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$1.46 million on $9.11 million of net revenues for the year ended
Sept. 2, 2011, compared with a net loss of $2.31 million on $8.92
million of net revenues for the year ended Sept. 3, 2010.
The Company's balance sheet at Sept. 2, 2011, showed $7.28 million
in total assets, $8.77 million in total liabilities, all current,
and a $1.48 million total capital deficit.
In its report on the Company's 2011 results, Habif, Arogeti &
Wynne, LLP, in Atlanta, Georgia, noted that the Company has
suffered recurring losses from operations and has a capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
Bankruptcy Warning
The Company's near term liquidity and ability to continue as a
going concern is dependent on its ability to timely collect its
existing accounts receivable balances and to generate sufficient
new orders and revenues in the very near term to provide
sufficient cash flow from operations to pay its current level of
operating expenses, to provide for inventory purchases and to
reduce past due amounts owed to vendors and service providers. No
assurances may be given that the Company will be able to achieve
sufficient levels of new orders in the near term to provide
adequate levels of cash flow from operations. Should the Company
be unable to achieve near term profitability and generate
sufficient cash flow from operations, the Company would need to
raise additional capital or obtain additional borrowings beyond
its existing loan facility. The Company currently has limited
sources of capital, including the public and private placement of
equity securities and additional debt financing. No assurances
can be given that additional capital or borrowings would be
available to allow the Company to continue as a going concern. If
near term shippable bookings are insufficient to provide adequate
levels of near term liquidity and any required additional capital
or borrowings are unavailable the Company will likely be forced to
enter into federal bankruptcy proceedings.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/fMaiNr
About Wegener Corp.
Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation. The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.
WEST CORP: Inks Securities Purchase Pact to Acquire HyperCube
-------------------------------------------------------------
West Corporation entered into an agreement to acquire HyperCube
LLC.
HyperCube was founded in 2005 and has become a premier provider of
switching services to telecommunications carriers throughout the
United States. HyperCube exchanges or interconnects
communications traffic to all carriers, including wireless, wire-
line, cable telephony and Voice over Internet Protocol (VoIP)
companies.
West continues to further position itself as a leading provider of
mission-critical voice, data and video communications services and
applications. HyperCube's network and technology should provide
enhanced service offerings around IP interconnections, mobility
and unified communications. The combination of West and HyperCube
is expected to better enable clients to develop and deliver
mobility and next generation IP-based solutions. These solutions
include hosted telephony and network services, device-to-device
applications and secure private voice and data network solutions.
The acquisition is expected to close prior to the end of the first
quarter of 2012 after satisfaction of certain closing conditions,
including customary regulatory approvals. West expects this
transaction to be accretive to its leverage ratio. After close,
HyperCube plans to continue to offer its full portfolio of
services to its existing clients and continue to build
relationships with other providers.
About West Corporation
Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies. West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.
The Company's balance sheet at Sept. 30, 2011, showed $3.22
billion in total assets, $4.14 billion in total liabilities, $1.64
billion in Class L common stock, and a $2.56 billion total
stockholders' deficit.
Deloitte & Touche LLP, in Omaha, Nebraska, expressed an
unqualified opinion on the Company's Annual Report for the year
ended Dec. 31, 2010. In the auditor's opinion, the information
set forth in the accompanying condensed consolidated balance sheet
as of Dec. 31, 2010, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has
been derived.
* * *
West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.
Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating. The rating outlook is stable.
Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default. The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.
WILLBROS UNITED: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Willbros United States Holdings
Inc.'s B3 corporate family rating, B3 senior secured bank ratings,
and SGL-4 speculative grade liquidity rating, but lowered the
company's probability of default rating to Caa1 from B3. The
ratings outlook remains negative.
RATINGS RATIONALE
Willbros' SGL-4 rating and negative ratings outlook continue to
reflect Moody's belief that the company's liquidity will remain
weak through 2012 due to the possibility of a bank financial
covenant breach. The PDR is being lowered because Moody's expects
the company's convertible notes will be retired over the next year
at which point the company's bank facility will represent its sole
debt instrument. A PDR one notch below the CFR for such capital
structures is consistent with Moody's loss-given-default
methodology.
Willbros' B3 corporate family rating is primarily driven by its
weak liquidity and elevated financial leverage (adjusted Debt/
EBITDA of roughly 10x) as well as the company's significant
exposure to fixed price construction contracts in highly
competitive and cyclical end markets. Nonetheless, Moody's expects
Willbros will achieve modest revenue growth through 2012 supported
by its rising backlog level and robust energy markets. As well,
management is focused on reducing debt through asset sales and
continues to right-size its cost structure. Sizeable contract
execution challenges and weather-related charges have contributed
to Willbros' weak operating performance, and while future charges
remain a continuing risk, Moody's expects the company's
profitability will improve through 2012 such that its leverage
will drop towards 4x.
If the company can avoid a covenant breach, and if it can develop
some reasonable headroom on its covenants and gain access to most
of its bank facility (which is currently restricted to $25 million
until its leverage is under 3x), near term risks would be reduced
and the company's outlook could be stabilized. However, the
company is the defendant in a sizable lawsuit related to a now
discontinued operation that will go to trial next summer, and the
uncertainty of this outcome weighs on the rating.
Downward rating action could occur if there is increased
likelihood that Willbros will not maintain compliance with its
bank financial covenants, or is unable to obtain relief from a
pending covenant default. Downward rating pressure could also
develop if the company sustained its adjusted leverage above 5.5x.
The rating could be moved up should the company maintain an
adequate liquidity profile and sustain adjusted leverage below
4.5x.
The principal methodology used in rating Willbros was the Global
Construction Industry Methodology published in November 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Headquartered in Houston, Texas, Willbros United States Holdings,
Inc. is a wholly-owned subsidiary of publicly traded Willbros
Group, Inc. The companies provide engineering and construction
(E&C) services to the oil, gas and power industries, and also
provide end-to-end infrastructure construction services, primarily
for the electric and natural gas utility end-markets. Revenue for
the last twelve months ended September 30, 2011 was about $1.7
billion.
WINDRUSH SCHOOL: Creditor Settlement Hits Snag
----------------------------------------------
Charless Buress at ElCerritoPatch reported that a U.S. Bankruptcy
Court hearing on Windrush School scheduled for Nov. 29, 2011, was
postponed to Dec. 2. According to the report, Judge William
Lafferty said progress had been made in the negotiations between
Windrush School and its creditors but that a resolution was not
achieved.
A tentative agreement was announced between the two sides, under
which the school would be turned over to the creditors and
permitted to continue operating to the end of this school year at
least, but the pact was snagged by a disagreement over the
school's budget.
The report noted that the Windrush board announced a restructuring
plan for the 2012-13 school year to establish a "focused Science,
Technology, Engineering, Arts and Math (STEAM) curriculum."
About Windrush School
Based in El Cerrito, California, Windrush School is a private K-8
school. The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440). Judge William J.
Lafferty presides over the case. Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor. The Debtor estimated assets
and debts of between $10 million and $50 million.
Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP. Wells Fargo is the Indenture Trustee on
$13 million of bonds issued by the California Statewide
Communities Development Authority to Windrush School.
WOLF CREEK: Committee Taps Berkeley Research as Financial Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Wolf Creek Properties, LC, asks permission from the U.S.
Bankruptcy Court for the District of Utah to employ Berkeley
Research Group and its accountants and advisors, including but not
limited to D. Ray Strong, as financial advisors.
As financial advisors, BRG will assist the Committee with:
a) evaluating plans of reorganization filed by the
Debtor and other interested parties;
b) the possible preparation and filing of a plan of
reorganization by the Committee;
c) evaluating proposals to sell, liquidate or otherwise
deal with property of the estate;
d) evaluating claims asserted against the estate;
e) evaluating and assisting with the possible prosecution
by the Committee and others of estate causes of action;
and
f) other financial advisory matters that may arise from
time to time in the Case.
Compensation will be payable to BRG on an hourly basis. The hourly
rates for BRG accountants and support staff currently range
between $68 and $350.
The Committee asserts that BRG is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The Court scheduled a Dec. 19, 2011 hearing to consider BRG's
retention.
About Wolf Creek Properties, LC
Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10-
27816). Miller Guymon, P.C. represents the Debtor. The Company
disclosed $86,496,598 in assets and $20,646,001 in liabilities as
of the Chapter 11 filing.
YORKTOWNE RACQUET: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Yorktowne Racquet & Fitness Club, Inc.
2810 East Prospect Road
York, PA 17402
Bankruptcy Case No.: 11-08094
Chapter 11 Petition Date: December 2, 2011
Court: U.S. Bankruptcy Court
Middle District of Pennsylvania (Harrisburg)
Judge: Mary D. France
Debtor's Counsel: Craig A. Diehl, Esq.
LAW OFFICES OF CRAIG A. DIEHL
3464 Trindle Road
Camp Hill, PA 17011-4436
Tel: (717) 763-7613
Fax: (717) 763-8293
E-mail: cdiehl@cadiehllaw.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/pamb11-08094.pdf
The petition was signed by James D. Kohr, II, president.
YRC WORLDWIDE: Seven Directors Elected at Annual Meeting
--------------------------------------------------------
At the annual meeting of stockholders of YRC Worldwide Inc. held
on Nov. 30, 2011, the Company's stockholders and convertible
noteholders:
(1) elected Raymond J. Bromark, Matthew A. Doheny, Robert L.
Friedman, James E. Hoffman, Michael J. Kneeland, James L.
Welch and James F. Winestock to Board of Directors;
(2) approved the YRC Worldwide Inc. 2011 Incentive and Equity
Award Plan pursuant to Section 162(m) of the Internal
Revenue Code of 1986;
(3) approved the amendment to the Company's Amended and
Restated Certificate of Incorporation to (i) effect a
reverse stock split of the Company's common stock, at a
ratio that will be determined by the Company's board of
directors that will range from one-for-fifty (1:50) to one-
for-three hundred (1:300), and (ii) reduce the number of
authorized shares of the Company's common stock by the
reverse stock split ratio;
(4) approved the compensation of the Company's named executive
officers on an advisory basis;
(5) approved an annual advisory vote on executive compensation;
(6) ratified the appointment of KPMG LLP as the Company's
independent registered public accounting firm for 2011; and
(7) approved the adjournment of the Annual Meeting, if
necessary, to solicit additional proxies, if there were not
sufficient votes at the time of the Annual Meeting to
approve Proposals II or III. Adjournment of the Annual
Meeting was not necessary because there were sufficient
votes at the time of the Annual Meeting to approve
Proposals II and III.
As previously announced on Nov. 30, 2011, the board of directors
of the Company approved a reverse stock split of the Company's
common stock at a ratio of one-for-three hundred (1:300).
On Dec. 1, 2011, the Company filed with the Secretary of State of
Delaware a Certificate of Amendment to its Certificate of
Incorporation to (i) effect the reverse stock split of the
Company's common stock at a ratio of one-for-three hundred (1:300)
and (ii) reduce the authorized shares of the Company's capital
stock to 38,333,333 shares, of which 5,000,000 shares will be
preferred stock, $1.00 par value and 33,333,333 shares will be
common stock, $0.01 par value.
The reverse stock split will be effective on the NASDAQ Global
Select Market on Dec. 2, 2011. Fractional shares will not be
issued in connection with the reverse stock split. Stockholders
who otherwise would hold fractional shares will be entitled to a
cash payment in respect of such fractional shares. Fractional
shares will be collected and pooled by the Company's transfer
agent and sold in the open market and the proceeds will be
allocated to the stockholders' respective accounts pro rata in
lieu of fractional shares.
The reverse stock split will reduce the number of shares of Common
Stock available for issuance under the Company's employee and
director equity plans in proportion to the reverse stock split
ratio. Under the terms of the Company's outstanding equity
awards, the reverse stock split would cause a reduction in the
number of shares of Common Stock issuable upon exercise or vesting
of those awards in proportion to the reverse stock split ratio and
would cause a proportionate increase in the exercise price of
those awards to the extent they are stock options. The number of
shares of common stock issuable upon exercise or vesting of
outstanding equity awards will be rounded to the nearest whole
share and no cash payment will be made in respect of such
rounding.
On Dec. 1, 2011, the Company filed a Certificate of Elimination
with the Secretary of State of Delaware to eliminate the
designation of 4,999,999 shares of the Company's Series B
Convertible Preferred Stock, par value $1.00 per share, none of
which were outstanding at the time of filing, and to return those
shares to the status of undesignated shares of preferred stock of
the Company.
About YRC Worldwide
Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services. These services include global,
national and regional transportation as well as logistics.
KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.
The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.
* * *
In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing. At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.
"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara. "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics. We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."
In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders. In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.
As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'. In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative. Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.
ZANETT INC: ZCS Agrees to Sell $3 Million Assets to Tricore
-----------------------------------------------------------
Zanett Commercial Solutions, Inc., a wholly owned subsidiary of
Zanett, Inc., entered into an Asset Purchase Agreement with
Tricore Solutions, LLC. ZCS agreed to sell certain assets related
to its managed service business to Tricore for a purchase price of
$3,006,216, subject to certain adjustments. The closing of the
transactions contemplated by the Agreement took place on Nov. 11,
2011. In addition to the sale of the certain assets, Tricore and
ZCS have entered into an agreement whereby Tricore agrees to pay
to ZCS a fee for the referral of certain additional contracted
managed services customers to Tricore.
At the Closing, (i) Tricore paid to ZCS an amount equal to
$2,479,394 in cash, (ii) placed $226,200 into escrow, and (iii)
held back an additional $300,622 from the Purchase Price. In the
event that (i) certain former ZCS customers will cancel or
otherwise terminate a managed service contract with Tricore
entered into on or after the Closing for any reason or (ii)
Tricore will cancel a Customer Contract for Cause on or before the
date which is either twelve months, in certain instances, or six
months, in other instances, after the Closing, the Purchase Price
will be reduced by an amount equal to 130% of the of the aggregate
forecasted contract revenue for calendar year 2012 arising out of
each such Cancelled Contract, less 30% of any monies received by
Tricore from that customer. Any adjustments to the Purchase Price
will be made out of the Holdback Amount and the Escrow Amount.
Any portions of the Escrow Amount and Holdback Amount remaining
after those adjustments will be paid to ZCS on the first
anniversary of the Closing.
ZCS also entered into a non-competition agreement, pursuant to
which ZCS will not engage in offering managed services of the
types offered by Tricore, anywhere within the world, for a period
of five years after the Closing. However, ZCS shall not be
prevented from selling itself, or any or all of its other
businesses to an independent third party that is engaged in
offering managed services of the types offered by Tricore. In
addition, ZCS agreed to refrain from soliciting any employee,
customer, supplier, or licensee of Tricore for a period of five
years after the Closing.
About Zanett Inc.
Based in New York, Zanett Inc. is an information technology
company that provides customized IT solutions to Fortune 500
corporations and mid-market companies. Until the disposition of
Paragon Dynamics, Inc., the Company also provided those solutions
to classified government agencies.
Zanett Inc. in November 2010 said it remains in discussion
to replace its revolving credit facility with Bank of America.
Zanett was not in compliance with certain loan covenants as of
Sept. 30, 2010. The credit facility matured on June 21, 2010.
The Company's line of credit was subject to a forbearance
agreement with BofA.
The Company's balance sheet at March 31, 2011, showed $28.97
million in total assets, $24.22 million in total liabilities and
$4.74 million in total stockholders' equity.
Amper, Politziner & Mattia, LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results. The
independent auditors noted that the Company has incurred a
significant loss from continuing operations, has a working capital
deficit and all of its outstanding debt is either currently
payable or payable within the next twelve months.
On or about Aug. 22, 2011, Zanett received a non-compliance notice
from NASDAQ stating that the company was not in compliance with
NASDAQ Listing Rule 5250(c)(1) because the company has not timely
filed its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2011. The NASDAQ letter stated that the company
has until Oct. 16, 2011, to submit a plan to regain compliance.
The Company's current intention is to endeavour to comply with
that request for eventual filing of the Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2011.
As reported by the TCR on Oct. 3, 2011, Zanett decided to
voluntarily delist its shares of common stock from The NASDAQ
Stock Market.
* As Large Chapter 11s Decline, Borrowing Costs Rise
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that as major corporate bankruptcies decline, companies
with the weakest liquidity remain near historic low levels and the
recovery on defaulted debt remains average. Despite fewer
opportunities for lenders to finance Chapter 11 reorganizations,
the cost of bankruptcy loans increased.
The report relates that Moody's Investors Service reported that
its index of junk-rated companies with weakest liquidity increased
0.1% in November to 4.2%, not far above the historic low of 3.9%
prevailing from June through August. The all-time high was 20.9%
in March 2009.
According to the report, although Chapter 11 filings are down year
over year, Morgan Joseph TriArtisan LLC reports that so-called DIP
loans up to $500 million are costing about 1 percentage point more
in interest now than a year ago. Secured financing for a company
in Chapter 11 is commonly known as a DIP loan. Interest rates on
DIP loans smaller than $100 million are currently costing about 2
percentage points more than those exceeding $100 million, Morgan
Joseph said. The increase may be the result, Morgan Joseph said,
of a decline in funding from pools of collateralized loan
obligations.
Moody's reported that 58.3% is the average recovery on debt
defaulted from 2009 to 2010, compared with the average recovery of
54.5% back to 1988. At the high end, the bank debt recovery rate
is 80.4%, Moody's said. For subordinated bonds, the average
recovery is 28.8%.
* Bankruptcy Courts OK to Rule on Fraudulent Transfers
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a small lawsuit gave U.S. Bankruptcy Judge Robert
Drain an opportunity to write a long opinion on two issues
regarding the constitutional powers of bankruptcy judges to be the
subject of a forthcoming ruling by U.S. District Judge Jed Rakoff.
The report relates that the question decided last week by Judge
Drain, in White Plains, New York, deals with whether a bankruptcy
judge has constitutional power to preside over a $4 million
fraudulent transfer suit brought under the Bankruptcy Code. Judge
Drain's case arose in the wake of the completed liquidation of
Refco Inc. Judge Rakoff, a district judge in Manhattan, will
issue his decision in the liquidation of Bernard L. Madoff
Investment Securities Inc.
Mr. Rochelle notes that although bankruptcy courts have
traditionally handled fraudulent transfer suits soup to nuts, the
process was cast into doubt by the decision from the U.S. Supreme
Court in June in a case called Stern v. Marshall.
According to the report, by a 5-4 vote, the Supreme Court ruled
that bankruptcy courts don't have power to render final judgments
on state-law counterclaims against a creditor. Chief Justice John
Roberts, who wrote Stern, said the ruling was narrow and won't
upset normal procedures in bankruptcy court.
The report relates that bankruptcy judges, including Judge Drain,
are taking Chief Justice Roberts at his word. Judge Drain
concluded in his 32-page opinion on Nov. 30 that Stern does not
prohibit him from entering a final judgment in a fraudulent
transfer suit under the Bankruptcy Code. He also ruled that if it
doesn't, he still has power to issue recommended findings of fact
and conclusions of law that can be reviewed by the district court
without giving his opinion any special deference.
Mr. Rochelle discloses that Judge Drain said that the "management
and determination of statutory avoidance claims has been a primary
function of the bankruptcy court" since the enactment of the
Bankruptcy Code. Judge Rakoff will make his decision in the
context of lawsuits by the Madoff trustee to recover fictitious
profits taken out by customers.
Judge Drain's case is Kirschner v. Agoglia (In re Refco Inc.),
07-3060, U.S. Bankruptcy Court, Southern District New York
(Manhattan).
* Changes to Federal Court Rules Effective Dec. 1
-------------------------------------------------
Amendments to the Federal Rules of Appellate, Bankruptcy, Criminal
Procedure, and Evidence took effect Dec. 1, 2011.
Congress took no action after the changes were approved by Supreme
Court more than seven months earlier. That means new amendments
to these rules are now in effect:
-- Appellate Rules 4 and 40
-- Bankruptcy Rules 2003, 2019, 3001, 4004, and 6003.
-- Criminal Rules 1, 3, 4, 6, 9, 32, 40, 41, 43, and 49.
Evidence Rules 101-1103.
In addition, new Bankruptcy Rules 1004.2 and 3002.1 are in effect,
as well as new Criminal Rule 4.1.
* Sullivan's Dietderich Earns Spot in Law360 Bankruptcy MVP
-----------------------------------------------------------
In the middle of the largest real estate bankruptcy in U.S.
history, Sullivan & Cromwell LLP's Andy Dietderich, Esq. --
dietdericha@sullcrom.com -- helped General Growth Properties
Inc.'s largest shareholder mount a takeover defense from a lowball
bid from rival mall operator Simon Property Group Inc., earning
him a spot on Law360's list of Bankruptcy MVPs.
* Appellate Lawyer J. Carl Cecere Joins Hankinson LLP in Dallas
---------------------------------------------------------------
Dallas appellate law firm Hankinson LLP disclosed the hiring of J.
Carl Cecere, whose high-stakes appellate work has included cases
involving issues in bankruptcy, constitutional law, insurance,
whistleblower protections, family law, complex business law, and
habeas corpus.
"Carl is an accomplished appellate lawyer with great experience at
all levels of the appellate process," says firm founder Deborah
Hankinson.
Formerly an associate at Akin Gump Strauss Hauer & Feld LLP in its
Supreme Court and Appellate Practice, Carl has worked on a number
of high-profile cases before the United States Supreme Court and
in multiple federal appellate courts across the country, as well
as all levels of Texas appellate courts. Among these cases is
District of Columbia v. Heller, the landmark Supreme Court case
that established the scope of the protections provided by the
Second Amendment. Mr. Cecere served on a team of distinguished
lawyers representing the District in that case.
Outside the courtroom, Mr. Cecere has engaged in one-on-one
debates with some of the nation's leading policy experts on a wide
range of legal issues, including debates with Dr. John Lott,
author of "More Guns Less Crime," Adam Winkler of the UCLA School
of Law, Clark Neily of the Institute for Justice, and the Liberty
Institute's Hiram Sasser.
Mr. Cecere also frequently speaks and writes on issues of
constitutional law and appellate advocacy. He is a frequent
contributor to SCOTUSblog, where he has written on a variety of
issues before the Supreme Court such as restitution for victims of
crime, "good time" sentence reductions for federal prisoners, and
the validity, under the federal discrimination laws, of the use of
performance exams in firefighter hiring.
Mr. Cecere earned his undergraduate degree from Dartmouth College
and his law degree, cum laude, from Southern Methodist
University's Dedman School of Law, where he was on the Executive
Board of the SMU Law Review and was elected to the Order of the
Coif. Carl then clerked with the Hon. Mary Lou Robinson of the
U.S. District Court for the Northern District of Texas before
joining Akin Gump.
Hankinson LLP, the preeminent civil appellate firm in the
Southwest, provides clients with legal insight and a judicial
perspective in all phases of litigation. The firm's attorneys
work with trial teams to develop strategies designed to put a case
in the best position before, during and after trial. Hankinson
LLP represents national clients, regional companies, governmental
bodies and individuals with trial and appellate matters, and
offers mediation and arbitration services as well.
* 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)
CENVEO INC CVO US 1,407.1 (331.1) 222.9
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 FNBN 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 HUTC US 94.0 (111.8) (39.0)
HUGHES TELEMATIC HUTCU 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) -
MANNKIND CORP MNKD US 224.0 (280.8) 9.7
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 US 316.1 (10.1) 22.9
OTELCO INC-IDS OTT-U CN 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) -
SYNERGY PHARMACE SGYPD US 2.1 (8.6) (6.1)
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.
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On Thursdays, the TCR delivers a list of recently filed
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liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
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interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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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.
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Copyright 2011. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***