/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/121205.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 5, 2012, Vol. 16, No. 338 Headlines 1717 MARKET: Wants Plan Filing Deadline Moved to Jan. 28 50 BELOW: ARI Network Closes $5 Million Sale Deal A123 SYSTEMS: Chinese Gov't Approves Wanxiang Acquisition Plan A123 SYSTEMS: Court OKs Latham & Watkins as Bankruptcy Co-Counsel A123 SYSTEMS: Court Approves Logan & Co. as Administrative Agent A123 SYSTEMS: Wins Approval to Hire Richards Layton as Co-Counsel A123 SYSTEMS: Ex-Military Brass Protest Sale to Chinese Buyer ADS WASTE: S&P Assigns 'B' Corp. Credit Rating over Veolia Deal AHERN RENTALS: Lenders May Get Chance to Present Own Plan AMERICAN PIPING: S&P Assigns 'B-' CCR, Rates $100MM Notes 'B-' AMERICAN SUZUKI: Dec. 6 Hearing on Bidding Procedures AMERICAN SUZUKI: U.S. Trustee Forms 7-Member Creditors Committee AMERICAN SUZUKI: 219 Dealers Have Agreed to Settlements AMPAL-AMERICAN: Objects to Committee's Bid to Appoint Trustee ANCESTRY.COM: S&P Assigns Prelim 'B' Corp. Credit Rating ASCENSUS INC: S&P Assigns Prelim 'B' CCR over ExpertPlan Deal ATP OIL: Asks Court OK for DIP Financing Amendment BAXTER PROPERTIES: Case Summary & 7 Unsecured Creditors BUSINESS DEVELOPMENT: Case Summary & 20 Unsec. Creditors BWAY PARENT: S&P Puts 'B' CCR on Watch on Acquisition Announcement C.A.N. TRANSPORT: Case Summary & 7 Unsecured Creditors CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off CHARLES STREET: Case Summary & 4 Unsecured Creditors CHARLIE MCGLAMRY: Plan Confirmation Hearing Continued to February CHEROKEE SIMEON: Lender Wants Chapter 11 Case Dismissed CHRISTINE BEATTY: Detroit Ex-Mayor's Lover Files Bankruptcy CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market CLEAVER-BROOKS INC: Moody's Assigns 'B2' CFR; Outlook Stable COMPASS INVESTORS: Moody's Assigns 'B3' CFR; Outlook Stable DIGITAL DOMAIN: Investor Can Challenge $70MM Bankruptcy Claim DRAWBRIDGE HOTEL: Halts Operations After 42 Years EASTMAN KODAK: CEO Discusses Four Areas Being Worked Out EL CENTRO: U.S. Trustee Unable to Form Creditors Committee ELMIRA DOWNTOWN: Dec. 20 Hearing on Dismissal or Conversion Bid ESTATE FINANCIAL: Calif. Court Affirms $202MM Restitution Payment FIRST PLACE FINANCIAL: Committee Seeks Hiring Approvals FIRST SECURITY: Wins 6-Month Extension to Regain NASDAQ Compliance FLETCHER INT'L: Ch 11 Trustee Can Hire Luskin Stern as Counsel FLETCHER INT'L: Has Nod to Hire Goldin Associates as Consultant FLETCHER INT'L: Court Okays Donald MacKenzie as CRO FREEDOM COMMUNICATIONS: Debt Buyer Wants French Bank to Foot Bill FTLL ROBOVAULT: Judge to Appoint Chapter 11 Trustee GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market GENERAL GROWTH: NY Says State Entitled to $11.5M For Loan Default GELT PROPERTIES: Plan Outline Hearing Continued to Dec. 19 GENERAL GROWTH: Executive VP Hugh Zwieg Exits After 2.5 Years GEOGLOBAL RESOURCES: Gets Notice of Non-Compliance from NYSE MKT GLAZIER GROUP: GECC's Counterclaims Survive Dismissal Bid GLOBAL AVIATION: IBT Seeks Approval of Legal Fees GML ENTERPRISES: Case Summary & 6 Unsecured Creditors GREAT BASIN: Engages Alvarez & Marsal as Part of Restructuring GULFCOAST IRREVOCABLE: Court Says Puerto Rico Improper Case Venue GULFCOAST IRREVOCABLE: Court Defers Ruling on FDIC's Dismissal Bid H&M OIL: Hiring Russell K. Hall as Valuation Experts HAWKER BEECHCRAFT: Files Amended Chapter 11 Plan HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market HAWKER BEECHRAFT: Indenture Trustee Says Plan Unconfirmable HCA INC: Moody's Rates $1-Bil Senior Unsecured Notes 'B3' HCA HOLDINGS: S&P Assigns 'B-' Rating on $1B Sr. Unsecured Notes HEALTH MANAGEMENT: Moody's Says 60 Minutes Segment Credit Neg. HEARTLAND MEMORIAL: McGuireWoods Wants Malpractice Suit Dismissed HECKMANN CORP: Moody's Upgrades CFR to 'B2'; Outlook Stable HELLAS TELECOMMUNICATIONS: Faces Suits Over $455MM in Unpaid Notes HILEX POLY: Moody's Withdraws 'B3' CFR After Wind Point Deal HOMER CITY: Moody's Assigns '(P)Caa1' Rating to Sr. Sec. Notes HORSHAM 410: Has OK to Hire Dimitri Karapelou as Bankr. Counsel HOSTESS BRANDS: 80+ Bidders Ink Confidentiality Agreements INDIAN CAPITOL: Trustee May Recover $20K From Brewer Oil INDUSTRIAL ENTERPRISES: Suit Against Execs Survives Dismissal Bid INSPIRATION BIOPHARMA: U.S. Trustee Forms 5-Member Creditors Panel INSPIRATION BIOPHARMA: Committee Taps Duane Morris as Counsel INSPIRATION BIOPHARMA: Committee Taps Hawthorne as Fin'l Advisor INSPIRATION BIOPHARMA: Edwards Wildman OK'd as Special IP Counsel INTERFAITH MEDICAL: Files Bankruptcy; Looks for State Guarantee INUVO(R) INC: Prepares Plan Submission to NYSE MKT JEDD LLC: Disclosure Statement Hearing Set for Jan. 10 JESCO CONSTRUCTION: Chapter 11 Reorganization Case Dismissed JOURNAL REGISTER: FTI Approved as Panel's Financial Advisor JOURNAL REGISTER: Can Hire Morgan Lewis as Co-Counsel JOURNAL REGISTER: Young Conaway OK'd as Restructuring Co-Counsel JOURNAL REGISTER: JR East Files Schedules of Assets and Debts JOURNAL REGISTER: Lowenstein Sanders Approved as Panel's Counsel JOURNAL REGISTER: Signs Stalking Horse Deal With Alden Affiliate KAANAM LLC: Ramada Jamestown Hotel to Be Auctioned Thursday KENAN ADVANTAGE: Moody's Cuts CFR to 'B1'; Outlook Negative KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend KEYPOINT GOVERNMENT: S&P Gives 'B' CCR on Completed Transaction LARRY MARTIN: Files for Chapter 11 Bankruptcy Protection LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market LSP ENERGY: Wants Exclusive Control of Case Until February LYONDELL CHEMICAL: Unit, Cleanup Site Owner Spar Over Claim MF GLOBAL: Commodity Customers Seek Subpoena of CEO, Other Execs MF GLOBAL: UK Administrators Recoup GBP1 Billion in Assets MICHAEL JOSEPH SCARFIA: Puerto Rico Court Dismisses Case MINERA Y METALURGICA: Export-Import Bank Financing Renegotiated MOSS FAMILY: Has Court's Nod to Hire Patrick Kepchar as Accountant MOUNT DORA: Case Summary & 10 Unsecured Creditors NEWPAGE CORP: Ch. 11 Plan Shirks Cleanup Duties, Wisc. Says NNN 3500: Case Summary & 20 Largest Unsecured Creditors NORTHSTAR AEROSPACE: Files Motion to Enforce July 24 Sale Order OHANA GROUP: Case Summary & 20 Largest Unsecured Creditors ORIENTAL TRADING: Moody's Withdraws 'B2' CFR/PDR PACIFIC CAPITAL: Moody's Raises BFSR From 'C+'; Outlook Stable PHILADELPHIA NEWSPAPERS: Charter School Seeks Supreme Court Review PINNACLE AIRLINES: To Delay Talks With Pilots' Union PRINCE MINERALS: Moody's Assigns 'B3' CFR; Outlook Stable POWER BALANCE: Losses Sacramento Kings Sponsorship QUEEN CITY AUDIO: Court Approves Bankruptcy Exit Plan PURE BEAUTY: Plan Filing Exclusivity Extended to Jan. 26 RAIN CII: Moody's Confirms 'B1' CFR/PDR; Outlook Stable RAINBOW LAND: Zions Bank Can Proceed With Foreclosure REAL MEX: Wants Removal Deadline Extended Until Feb. 25 REVEL CASINO: Warns of Possible Bankruptcy Amid $1.3BB Debt Load REVEL ENTERTAINMENT: Bank Debt Trades at 44% Off REX ENERGY: S&P Withdraws 'B' Corp. Credit Rating at Request RIVERWOOD HOMES: Case Summary & 6 Unsecured Creditors ROGELIO VARGAS: Fla. Court Affirms Ruling in Deutsche Bank Dispute RG STEEL: Esmark Has Deal With United Steelworkers SAGE PRODUCTS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable SARASOTA SUNCOAST: Case Summary & 20 Largest Unsecured Creditors SATCON TECHNOLOGY: Seeks Court Approval on Converters Deal SINO-FOREST: Amends Plan of Compromise and Reorganization SNO MOUNTAIN: No Ruling Yet on Trustee's Request to Use Cash SOLAR TRUST: IRS Objects to Chapter 11 Liquidation Plan SOUTHERN AIR: Creditors Want Plan Hearing Delayed for 3 Weeks SOUTHERN AIR: Plan Disclosure Lacks Info, U.S. Trustee Says ST. PAUL CROATIAN: Former Exec. Gets 14 Years for Loan Scheme TEN SAINTS: Dec. 17 Hearing on Plan, Wells Fargo's Foreclosure Bid TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market TRICO MARINE: Lenders Seek Contempt in $65-Mil. Loan Dispute USG CORP: Moody's Affirms 'Caa1' CFR/PDR; Outlook Positive VERSO PAPER: Moody's Lowers CFR to 'B3'; Outlook Negative VERTIS HOLDINGS: KEIP Integral to Overall Sale Strategy VTEN MANAGEMENT: Case Summary & 5 Unsecured Creditors * Argentina Bondholders Fight Injunction in 2nd Circuit * Moody's Says CMBS Credit Quality Will Continue to Weaken * Kirkland's Paul Basta Earns Spot in Law360's Bankruptcy MVPs * Law360 MVP Awards Go to Legal Top Guns From 52 Firms * St. John Named Chief Bankruptcy Judge for the E.D. of Virginia * Upcoming Meetings, Conferences and Seminars ********* 1717 MARKET: Wants Plan Filing Deadline Moved to Jan. 28 -------------------------------------------------------- 1717 Market Place, L.L.C., asks the U.S. Bankruptcy Court for the Western District of Missouri to extend to Jan. 28, 2013, the deadline to file its plan and disclosure statement. In the request for an extension, the Debtor points out that the Court appointed Barry Worth as examiner to conduct a review of the Debtor's past and current business operations including the nature and extent of assets and liabilities and claims of the Debtor and to file a report with the Court. The examiner has filed a motion for an additional extension requesting an extension to Dec. 28, 2012 of the deadline to file his report. The Debtor requests additional time in which to file its plan and disclosure statement and suggests an extension of 30 days beyond Dec. 28, 2012. The Debtor says that until it receives and reviews the Examiner's Report it cannot file any meaningful Plan and Disclosure Statement. About 1717 Market Place 1717 Market Place LLC, a grocery-store business, filed for Chapter 11 protection (Bankr. W.D. Mo. Case No. 12-00984) on July 17, 2012, in Springfield, Missouri. The Debtor estimated assets and liabilities of at least $10 million. G&S Holdings LLC owns 98% of the company and the remaining 2% is owned by J. Scott Schaefer and Richard T. Gregg, according to court papers. 1717 Market Place said it is a defendant in a lawsuit brought by Regions Bank in Joplin, Missouri, relating to a promissory note. The bank is seeking the appointment of a receiver. David Schroeder Law Offices, P.C., serves as the Debtor's counsel. Barry Worth of Brown, Smith and Wallace, LLC, was appointed as examiner. David A. Sosne, Esq., and the law firm of Summers Compton Wells PC serve as the examiner's counsel. 50 BELOW: ARI Network Closes $5 Million Sale Deal ------------------------------------------------- Kevin Jacobsen at NNCNOW.com reports the Chief Marketing Officer of ARI Network Services, Jon Lintvet, said his company closed on the $5 million sale deal with 50 Below on Nov. 28, 2012. The report relates Mr. Lintvet said his company has rehired most of 50 Below's employees in the retail division, about 130 of them. However, several resigned or did not receive job offers and were terminated. The report notes ARI Network purchased 50 Below's retail division, while San Diego-based Emerald Connect picked up the financial- services division. The two winning bids were finalized by a bankruptcy judge on Nov. 7. According to the report, Emerald Connect told the Duluth News Tribune that it plans to keep most of the division's 65 employees, and will move to a new downtown location by the first of the year. 50 Below, which provides Internet marketing and web design services, filed for Chapter 11 bankruptcy on Aug. 29, 2012, claiming liabilities of about $12 million, including nearly $8.8 million owed to the Internal Revenue Service, and another $1 million to the Minnesota Department of Revenue. A123 SYSTEMS: Chinese Gov't Approves Wanxiang Acquisition Plan -------------------------------------------------------------- Reuters reports that China's government has approved a plan by Wanxiang Group Corp to acquire bankrupt U.S. battery maker A123 Systems Inc. China's National Development and Reform Commission, whose approval is required for major overseas acquisitions by Chinese companies, said in a statement posted on its Web site on Friday it had approved Wanxiang's plans for a bid, according to the report. A deal still hinges on the outcome of an auction for A123's assets next month and U.S. government approval. Johnson Controls Inc. of Milwaukee and Wanxiang are battling over who will buy A123. The report notes Republican senators John Thune and Chuck Grassley have raised concerns about Wanxiang's attempt to acquire A123's battery business, saying military and taxpayer-funded technology should not be allowed to fall into foreign hands. The report adds the Energy Department has stressed that none of the government's grant would be allowed to fund facilities abroad. Tom Hals at Reuters reports that the U.S. government has objected to the terms of A123's proposed sale order, saying in a court filing that its approval was needed before the government's clean energy grant could be assigned to a buyer. The report adds the government also said the terms of the sale must include its right to demand compensation for the sale of assets such as equipment or property that were financed with the clean energy grant. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Brown Rudnick LLP and Saul Ewing LLP. A123 SYSTEMS: Court OKs Latham & Watkins as Bankruptcy Co-Counsel ----------------------------------------------------------------- A123 Systems, Inc., et al., sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Latham & Watkins LLP as bankruptcy co-counsel. L&W has represented the Debtors since April 2011 on a variety of general corporate and litigation matters. The Debtors filed a separate application to employ Richards, Layton & Finger, P.A., as co-counsel and conflicts counsel. The Debtors relate that each counsel will not duplicate the services they provide to the Debtors because Latham & Watkins and Richards Layton will each have a well defined role. Prepetition, the Debtors paid Latham & Watkins $4,533,433. Of the amount, $3,712,445 was paid in the form of retainers applied to subsequent invoices. As of the Petition Date, $1,050,000 of the retainer remained prior to a reduction for all prepetition invoices for professional fees and expenses incurred but not billed prior to the Petition Date. To the best of the Debtors' knowledge, Latham & Watkins is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Meanwhile, the U.S. Trustee has filed a notice with the Bankruptcy Court amending the list of the official committee of unsecured creditors to correct the name of Aristeia Master, L.P. and other typographical errors: 1. DynaPower Company, LLC Attn: Peter Pollak 85 Meadowland Drive South Burlington, VT 05403 Tel: 802-652-1310 Fax: 802-652-1388 2. U.S. Bank National Association as Indenture Trustee Attn: James E. Murphy 100 Wall Street, Suite 1600 New York, NY 10005 Tel: 212-361-6174 Fax: 212-514-6841 3. Hudson Bay Capital Management, LLC Attn: Yoav Roth 777 Third Avenue, 30th Floor New York, NY 10017 Tel: 646-825-2162 Fax: 212-571-1272 4. Aristeia Master, LP c/o Aristeia Capital LLC Attn: Andrew B. David 136 Madison Avenue 3rd Floor New York, NY 10016 Tel: 212-842-8939 Fax: 212-842-8901 5. Fisker Automotive Inc. Attn: Matthew Paroly 5515 E. La Palma Avenue Anaheim, CA 92807 Tel: 714-485-1125 Fax: 714-485-1517 6. BAE Systems Controls Inc. Attn: Jennifer Ranger 1098 Clark Street Huron Bldg. 257, 4th Floor, D012 Endicott, NY 13760 Tel: 607-727-5670 7. Smith Electric Vehicles Corp. Attn: Robert Schuller 12200 NW Ambassador Drive, Suite 326 Kansas City, MO 64153 Tel: 819-464-0508 Fax: 816-464-0510 About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Brown Rudnick LLP and Saul Ewing LLP. A123 SYSTEMS: Court Approves Logan & Co. as Administrative Agent ---------------------------------------------------------------- A123 Systems, Inc., et al., sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to employ Logan & Company, Inc., as administrative advisor. The Debtors filed a separate application to employ Logan as claims and noticing agent. Logan, as administrative advisor, will, among other things: a) assist the Debtors in managing the claims reconciliation and objection process, flag for review by the Debtors those proofs of claim subject to possible procedural objections, those that are inconsistent with the schedules of assets and liabilities, and those that supersede scheduled liabilities, input the Debtors' objection determination in the claims database, and prepare exhibits for the Debtors' omnibus claims objections; b) provide balloting and solicitation services to the Debtors as proponents of a plan of reorganization, including assisting in the production of solicitation materials, tabulating creditor ballots on a daily basis, preparing voting results reports, drafting certification of voting results, and providing court testimony with respect to balloting, solicitation, and tabulation matters; and c) provide the Debtors with consulting and computer software support regarding the reporting and information management requirements of the bankruptcy administration process. Prepetition, the Debtors paid Logan a $10,000 retainer. The Retainer was drawn upon by Logan in connection with prepetition fees and expenses and subsequently replenished by the Debtors with an additional $10,000. To the best of the Debtors' knowledge, Logan is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Brown Rudnick LLP and Saul Ewing LLP. A123 SYSTEMS: Wins Approval to Hire Richards Layton as Co-Counsel ----------------------------------------------------------------- A123 Systems, Inc., et al., won permission from the U.S. Bankruptcy Court for the District of Delaware to employ Richards Layton & Finger, P.A. as bankruptcy co-counsel under an evergreen retainer. By separate application, the Debtors have sought to employ Latham & Watkins as co-counsel. Latham and Richards Layton have discussed a division of responsibilities regarding the Debtors' representation in the Chapter 11 cases. Mark D. Collins, director at Richards Layton, disclosed that the Debtors paid the firm a total retainer of $150,000 prepetition. Mr. Collins attests that RL&F is a "disinterested person' as that term is defined in Section 101(14) of the Bankruptcy Code. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Brown Rudnick LLP and Saul Ewing LLP. A123 SYSTEMS: Ex-Military Brass Protest Sale to Chinese Buyer ------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that a group of former top U.S. military brass and industry experts urged the Obama administration to scuttle a Chinese company?s bid for A123 Systems Inc., saying the proposed deal could cause "serious harm" to national interests. In a letter to Treasury Secretary Timothy Geithner, who oversees a committee considering the bid, the Strategic Materials Advisory Council cautioned that A123?s taxpayer-funded lithium-ion battery technology, used in electric vehicles and smart-grid applications, should not fall into the hands of Chinese auto parts giant Wanxiang, according to Bankruptcy Law360. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Brown Rudnick LLP and Saul Ewing LLP. ADS WASTE: S&P Assigns 'B' Corp. Credit Rating over Veolia Deal --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Jacksonville, Fla.-based ADS Waste Holdings Inc. (ADS). The outlook is stable. "At the same time, we assigned our 'B+' issue rating and '2' recovery rating to the company's $2.1 billion credit facilities, consisting of a $300 million revolving facility and a $1.8 billion term loan B. The '2' recovery rating indicates our expectation of substantial (70% to 90%) recovery in the event of a payment default," S&P said. "We also assigned our 'CCC+' issue rating and '6' recovery rating to the company's $550 million senior unsecured notes. The '6' recovery rating indicates our expectation of negligible (0% to 10%) recovery in the event of a payment default," S&P said. "We are withdrawing the ratings on ADS Waste Holdings Inc.'s subsidiary AdvancedDisposal Services Inc. following the repayment of its outstanding debt," S&P said. "The ratings on ADS Waste Holdings Inc. reflect our view of the company's highly leveraged financial risk profile, characterized by high debt leverage and weak cash flow relative to debt, as well as financial policy-related risks stemming from its ownership by equity sponsor Highstar Capital L.P.," said credit analyst James Siahaan. "These weaknesses are partially offset by its 'satisfactory business risk profile, highlighted by its participation in the recession-resistant solid waste services industry, its good diversity of service-types and geographies, and its high profit margins, which benefit from vertical integration." "The outlook is stable, reflecting our view that ADS will maintain a financial profile appropriate for the ratings even as it works though the integration of the Veolia and Interstate Waste assets. Despite our expectations for slow, tepid economic growth, we believe that ADS's participation in a stable, low-volatility industry along with its improved market position and geographic and customer diversity will support the current ratings," S&P said. "We could lower the ratings if operating performance weakens to the point that adjusted debt to EBITDA continually exceeds 7x or if liquidity starts to become constrained. The latter may be indicated by the level of EBITDA headroom under company's revolving facility declining to less than 15%, compared with the approximately 30% headroom we expect at the closing of the transaction. We could also lower the ratings if outlays for acquisitions or shareholder rewards result in the deterioration of the financial risk profile. We expect the company to generate free cash flow and reduce debt to the 6x area," S&P said. "We could raise the ratings if the company reduces its adjusted debt-to-EBITDA ratio toward the 5x level and completes the integration process without any unforeseen challenges. However, given the company's very highly leveraged capital structure and operating prospects in the current difficult economic scenario, we believe that an upgrade is unlikely at this time," S&P said. AHERN RENTALS: Lenders May Get Chance to Present Own Plan --------------------------------------------------------- Tim O'Reiley at Las Vegas Review-Journal reports that U.S. Bankruptcy Court Judge Bruce Beesley said his preliminary understanding of Ahern Rentals Inc.'s reorganization plan led him to think it could never be approved because it allows Don Ahern to keep his 97% stake while forcing losses on lenders. The report relates Judge Beesley deferred until Dec. 7 a decision to allow lenders at loggerheads with Ahern Rentals to submit their own proposals, which would likely greatly dilute or erase Mr. Ahern's ownership. His brother John Paul holds the other 3%. The report notes the plan gives two sets of lenders holding $379.2 million in debt a choice: accepting a discounted lump sum upfront as payment in full or receiving rewritten loans for repayment over a term as long as seven years. Because of the possibility of full repayment plus interest, Ahern Rentals attorneys set the estimated recovery at 100%, which would allow Mr. Ahern to retain his ownership untouched, according to the report. The report says the submission of a plan was stretched out to November in part because Ahern Rentals said it was installing new software designed to deliver much accurate financial projections than the company's current version of Excel. Nevertheless, the plan includes data developed by the old system because the new one still has bugs. About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- now offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. In its schedules, the Debtor disclosed $485.8 million in assets and $649.9 million in liabilities. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. AMERICAN PIPING: S&P Assigns 'B-' CCR, Rates $100MM Notes 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' corporate credit rating to St. Louis, Mo.-based American Piping Products Inc. (APP) The outlook is stable. "At the same time, we assigned our 'B-' issue-level rating (same as the corporate credit rating) to the company's proposed $100 million senior secured notes due 2017. We assigned a recovery rating on the notes of '4', indicating our expectation of average (30% to 50%) recovery for bondholders in the event of a payment default under our recovery scenario. The company is selling the notes pursuant to Rule 144a without registration rights," S&P said. "The corporate credit rating takes into account our view of the company's business risk profile as 'vulnerable' and its financial risk profile as 'highly leveraged'," said Standard & Poor's credit analyst Gayle Bowerman. "Our business risk score for APP incorporates our view of the company's small size ($185 million of revenues in the 12 months ended Sept. 30, 2012) and its position as a player in the highly competitive metals distribution industry. We expect cash flow volatility through cycle given APP's dependence on energy-based end markets and exposure to volatile raw materials pricing. Still, APP generates higher margins than competitors due to its highly niche product offerings, which include nonstandard pipe sizes that customers may have difficulty sourcing from competitors. We consider APP's financial risk profile to be 'highly leveraged' based on our expectation that limited growth will result in minimal cash flow generation given its low inventory turns and the increased interest burden from the notes." "The 'B-' rating on the proposed senior secured $100 million notes is based on terms and conditions. The recovery rating on the proposed notes is '4', indicating our expectation of average (30% to 50%) recovery for bondholders in the event of a payment default under our scenario. The company is selling the notes pursuant to Rule 144a without registration rights," S&P said. "Our stable rating outlook for APP reflects our view that the company's operating performance will support credit metrics in line with our expectations for the 'B-' corporate credit rating. We anticipate that APP will generate leverage between 4x to 5x and FFO-to-debt below 10% over the next 12 to 24 months. Our assessment also takes into account the company's small size, limited product portfolio, exposure to raw materials price volatility, and participation in the competitive distribution industry," S&P said. "A positive rating action is unlikely given our view of the company's limited size and growth prospects. However, we could raise the rating if APP were able to significantly grow its revenue base while maintaining its margins and increasing its cash flow generation such that we expected the company to sustain leverage near 4x and FFO-to-debt above 12%," S&P said. "We could lower the rating if we expect the company to sustain leverage above 5x or if EBITDA falls to levels near the company's anticipated interest payments of about $12 million. This could occur if the company loses a major customer, has supply chain issues due to import tariffs, or if it loses market share to competitors," S&P said. AMERICAN SUZUKI: Dec. 6 Hearing on Bidding Procedures ----------------------------------------------------- The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on Dec. 6, 2012, at 11 a.m., to consider American Suzuki Motor Corporation's request to approve bidding procedures governing the sale of substantially all of its assets. As reported in the Troubled Company Reporter on Nov. 9, 2012, the Debtor determined to pursue a reorganization strategy that included a proposed plan of reorganization by which a sale of substantially all of its assets to an entity formed by its parent, automaker Suzuki Motor Corp. In the event the Debtor ultimately determines not to proceed with the proposed plan, the Debtor expects to proceed with the sale to the SMC unit under 11 U.S.C. Sec. 363. The SMC unit, called NounCo, has signed a deal to purchase the Debtor's business of distributing, selling and servicing Suzuki brand vehicles for $95 million in cash and the assumption of cure and warranty liabilities. The proposed Plan effectuates, among other things, the sale of property, rights, and interests comprising and/or relating to the Debtor's motorcycle, all-terrain vehicle, marine and other non- automotive business lines, the Debtor's automotive parts/service business line ("Auto Parts/Service Business"), and certain other surplus assets (the "Purchased Assets") to NounCo. The assets to be sold exclude cash and cash equivalents, the estate's avoidance actions, and the Debtor's automotive sales business. About American Suzuki Established in 1986, American Suzuki Motor Corporation is the sole distributor of Suzuki automobiles and vehicles in the United States. American Suzuki wholesales virtually all of its inventory through a network of independently owned and unaffiliated dealerships located throughout the continental United States. The dealers then market and sell the Suzuki Products to retail customers. Suzuki Motor Corp., the 100% interest holder in the Debtor, manufacturers substantially all of the Suzuki products. American Suzuki has 295 employees. There are approximately 220 automotive dealerships, over 900 motorcycle/ATV dealerships, and over 780 outboard marine dealerships. American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC, absent higher and better offers. SMC is not included in the Chapter 11 filing. The Debtor disclosed assets of $233 million and liabilities totaling $346 million. Debt includes $32 million owing to the parent on a revolving credit and $120 million for inventory financing. There is about $4 million owing to trade suppliers. The Debtor also filed a plan of reorganization together with the petition. Under the proposed Plan, the Motorcycles/ATV and Marine Divisions will remain largely unaffected including the warranties associated with the products. NounCo, Inc., a wholly owned subsidiary of SMC, will purchase the Motorcycles/ATV and Marine Divisions and the parts and service components of the Automotive Division. The restructured Automotive Division intends to honor automotive warranties and authorize the sale of genuine Suzuki automotive parts and services to retail customers through a network of parts and service only dealerships that will provide warranty services. Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6 reassigning the case to Judge Scott Clarkson. ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP, and its financial advisor is FTI Consulting, Inc. Nelson Mullins Riley & Scarborough LLP is serving as special counsel on automobile dealer and industry issues. Further, ASMC has proposed the appointment of Freddie Reiss, Senior Managing Director at FTI Consulting, as chief restructuring officer, and has also added two independent Board members to assist it through this period. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., is the claims and notice agent. The Debtor has retained Imperial Capital, LLC as investment banker. SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern LLP. The U.S. Trustee appointed a seven-member creditors committee. AMERICAN SUZUKI: U.S. Trustee Forms 7-Member Creditors Committee ---------------------------------------------------------------- Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of American Suzuki Motor Corporation. The Committee is comprised of: 1. Advantage Suzuki LLC Attn: James Morrell 760 Central Avenue Albany, NY 12206 Tel: (518) 482-0500 Fax: (518) 438-6023 2. Ball Automotive Group -- Ball Suzuki Attn: John Ball 1935 National City Blvd National City, CA 91950 Tel: (619) 474-6341 Ext. 1204 Fax: (619) 477-4987 3. Siltanen, Inc. dba Siltanen & Partners Advertising Attn: Tim Murphy 353 Coral Circle El Segundo, CA 90245 Tel: (310) 986-6200 Fax: (310) 986-6214 4. Royal Suzuki Attn: Brad Smith 2621 Cedar Lodge Drive Baton Rouge, LA 70809 Tel: (225) 252-8261 Fax: (225) 928-3410 5. Suzuki of Wichita East, LLC Attn: Scott Pitman 11610 E. Kellogg Wichita, KS 97207 Tel: (316) 264-7777 Fax: (316) 440-4408 6. Planet Suzuki Attn: Helmi Felfel 110 Northchase Drive Charlotte, NC 28213 Tel: (704) 597-7827 Fax: (866) 372-4351 7. D2K, Inc. dba Suzuki of Huntsville, Shoals Suzuki and Varsity Suzuki Attn: Thomas E. Baddley, Jr. 850 Shades Creek Parkway, Suite 310 Birmingham, AL 35209 Tel: (205) 939-0090 Fax: (205) 939-0064 About American Suzuki Established in 1986, American Suzuki Motor Corporation is the sole distributor of Suzuki automobiles and vehicles in the United States. American Suzuki wholesales virtually all of its inventory through a network of independently owned and unaffiliated dealerships located throughout the continental United States. The dealers then market and sell the Suzuki Products to retail customers. Suzuki Motor Corp., the 100% interest holder in the Debtor, manufacturers substantially all of the Suzuki products. American Suzuki has 295 employees. There are approximately 220 automotive dealerships, over 900 motorcycle/ATV dealerships, and over 780 outboard marine dealerships. American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC, absent higher and better offers. SMC is not included in the Chapter 11 filing. The Debtor disclosed assets of $233 million and liabilities totaling $346 million. Debt includes $32 million owing to the parent on a revolving credit and $120 million for inventory financing. There is about $4 million owing to trade suppliers. The Debtor also filed a plan of reorganization together with the petition. Under the proposed Plan, the Motorcycles/ATV and Marine Divisions will remain largely unaffected including the warranties associated with the products. NounCo, Inc., a wholly owned subsidiary of SMC, will purchase the Motorcycles/ATV and Marine Divisions and the parts and service components of the Automotive Division. The restructured Automotive Division intends to honor automotive warranties and authorize the sale of genuine Suzuki automotive parts and services to retail customers through a network of parts and service only dealerships that will provide warranty services. Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6 reassigning the case to Judge Scott Clarkson. ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP, and its financial advisor is FTI Consulting, Inc. Nelson Mullins Riley & Scarborough LLP is serving as special counsel on automobile dealer and industry issues. Further, ASMC has proposed the appointment of Freddie Reiss, Senior Managing Director at FTI Consulting, as chief restructuring officer, and has also added two independent Board members to assist it through this period. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., is the claims and notice agent. The Debtor has retained Imperial Capital, LLC as investment banker. SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern LLP. AMERICAN SUZUKI: 219 Dealers Have Agreed to Settlements ------------------------------------------------------- American Suzuki Motor Corporation disclosed that, as of the early return deadline of Nov. 30, 2012, 213 of the 219 Automotive dealers have agreed to the terms of ASMC's Dealer Settlement Agreements as part of ASMC's previously-announced restructuring and realignment. These agreements are intended to compensate dealers and enable them to transition uninterrupted from automobile sales to provide critical warranty and service repair work and parts for hundreds of thousands of Suzuki automobile owners. The final return deadline for ASMC Dealer Settlement Agreements, all of which are subject to Bankruptcy Court approval, is Dec. 28, 2012. "We are pleased to have reached agreements with all of our top 50 Automotive dealers and that the total number of acceptances represents more than 98% of the total volume of automobile sales for ASMC in the continental U.S.," said M. Freddie Reiss, ASMC's Chief Restructuring Officer. "We greatly value our relationship with our customers, and it is very important to us that they continue to receive the necessary support from ASMC during and after our restructuring. As these agreements demonstrate, we are working within our current U.S. Automotive dealer network to help structure a smooth transition from new automobile sales to exclusively parts and service operations. Based on dealer acceptances, we continue to believe our restructuring and realignment will be completed in a timely manner." As previously announced, ASMC intends to market and sell its remaining U.S. automobile inventory through its automotive dealer network, many of whom have expressed interest in continuing to order and receive shipments of Suzuki automobiles as long as they remain available. ASMC continues to provide marketing and incentives to help promote the continued sale of the automobiles remaining in dealer inventory and the pipeline. All automobile warranties will continue to be fully honored, in accordance with their terms, and parts and service will continue to be provided to consumers through ASMC's parts and service dealer network. ASMC announced on Nov. 5, 2012, that it plans to realign its business to focus on the long-term growth of its Motorcycles/ATV and Marine divisions and to wind down and discontinue new automobile sales in the continental U.S., following a thorough review of its current position and future opportunities in the U.S. automotive market. ASMC determined that the best path to achieve this realignment in an efficient and orderly manner was to restructure its operations under chapter 11. The case was filed in the United States Bankruptcy Court, Central District of California in Santa Ana. AMPAL-AMERICAN: Objects to Committee's Bid to Appoint Trustee ------------------------------------------------------------- BankruptcyData.com reports that Ampal-American Israel filed with the U.S. Bankruptcy Court an objection to the official committee of unsecured creditors' motion to terminate the Debtors' exclusivity period or, alternatively, to appoint a Chapter 11 trustee to the case. The Debtors, according to the report, assert that the motion should be denied because it is based on two critical premises, both of which are false: (i) The Debtor is not proposing anything different for a plan of reorganization than its pre0bankruptcy proposal to creditors, and (ii) The issues involved in this case are so simple that the Debtors' knowledge of its assets are largely useless to the process. Yosef A. Maiman and Merhav (M.N.F.) Limited, on behalf of the controlling shareholders, also filed an objection to the motion. Yosef A. Maiman, chairman of the board, president and chief executive officer of Ampal-American, states, "The Controlling Shareholders oppose the Committee's groundless efforts to wrestle control away from the Debtor at this early stage of the case. The Motion seeks to strip the Debtor of its fundamental bankruptcy right to have the first opportunity to propose a plan and to deprive the Debtor of its important entitlement to continue to operate its business and to chart its way through bankruptcy." About Ampal-American Ampal-American Israel Corporation and its subsidiaries -- http://www.ampal.com/-- acquired interests primarily in businesses located in Israel or that are Israel-related. Ampal is seeking opportunistic situations in a variety of industries, with a focus on energy, chemicals and related sectors. Ampal's goal is to develop or acquire majority interests in businesses that are profitable and generate significant free cash flow that Ampal can control. Ampal-American filed a voluntary petition for Chapter 11 reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to restructure the Company's Series A, Series B and Series C debentures. Bankruptcy Judge Stuart M. Bernstein presides over the case. Lawyers at Bryan Cave LLP, in New York, serve as counsel to the Debtor. ANCESTRY.COM: S&P Assigns Prelim 'B' Corp. Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services assigned Provo, Utah-based online family history resources provider Ancestry.com its 'B' preliminary corporate credit rating. The outlook is stable. "At the same time, we assigned Ancestry.com's proposed $720 million senior secured credit facilities our preliminary issue- level rating of 'B+' (one notch higher than our 'B' corporate credit rating on the company), with a preliminary recovery rating of '2', indicating our expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. The facility consists of a $50 million revolving credit facility due 2017 and a $670 million term loan due 2019," S&P said. "We also assigned Ancestry.com's proposed $300 million senior unsecured notes due 2020 our preliminary issue-level rating of 'CCC+' (two notches lower than our 'B' corporate credit rating on the company), with a preliminary recovery rating of '6', indicating our expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. Ancestry.com plans to use the aggregate debt proceeds, along with $686 million of equity, including new equity contributed by Permira Advisers and rollover equity from Spectrum Equity and management, to finance the $1.6 billion acquisition," S&P said. "The 'B' preliminary rating reflects the company's aggressive financial profile and narrow business focus," said Standard & Poor's credit analyst Daniel Haines. "We view the company's business risk as 'weak' as its reliance on one website for the majority of revenue and EBITDA and need to replenish its customer base offset its leading market position and solid EBITDA margin. Pro forma for the transaction, leased- adjusted leverage is 6.3x and EBITDA coverage of interest is 2.4x. In our view, the company's financial risk profile is 'highly leveraged.' We view Ancestry.com's management and governance to be 'fair,'" S&P said. Ancestry.com is the global leader in the commercial market for online family history research. The company's main website, Ancestry.com, has over 2 million subscribers and accounts for 90% of revenue. Subscribers pay around $19 per month on average to research their genealogy and build a family tree. Ancestry.com has digitized and indexed billions of records making it easier for users to discover new information. The company also generates revenue from other websites such as Archives.com, which serves more value-oriented consumers; AncestryDNA, a DNA testing service; and Family Tree Maker desktop software. Ancestry.com generates about three quarters of its revenue in the U.S., 12% from the U.K., and the rest from Australia, Canada, and Sweden. The company has recently acquired content from Ireland and Germany. Additional content provides an incentive for current subscribers to continue using the service and could also provide the foundation for a local service to be launched in new countries. "We believe that launches in new countries are likely, but not immediately on the horizon as it takes time to acquire and process enough content to start a service. We view the company's collection of records as providing a meaningful barrier to entry," S&P said. ASCENSUS INC: S&P Assigns Prelim 'B' CCR over ExpertPlan Deal ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B' corporate credit rating to Dresher, Pa.-based Ascensus Inc. The outlook is stable. "We also assigned our preliminary 'B' issue-level rating to the company's proposed $185 million senior secured debt. The facility consists of a $10 million five-year revolving credit facility and $175 million seven-year term loan B. The preliminary recovery rating on this debt is '3', indicating our expectation for meaningful (50% to 70%) recovery in the event of a payment default. The ratings are subject to review upon receipt of final information," S&P said. "The preliminary ratings on Ascensus reflect Standard & Poor's assessment that the company has a 'highly leveraged' financial risk profile, given its significant debt burden and its aggressive financial policy. We believe majority ownership by a financial sponsor and board control will influence the company's financial policy," said Standard & Poor's credit analyst Jacqueline Hui. The preliminary ratings also reflect Standard & Poor's view of a "vulnerable" business risk profile, supported by the company's narrow product focus in the competitive retirement plan solutions provider industry that could be susceptible to weak economic conditions, and its limited geographic diversity. "We view Ascensus' management and governance to be 'fair,'" S&P said. The stable outlook reflects our view that Ascensus should be able to at least maintain credit measures near current pro forma levels over the next year. "We believe the company can generate steady cash flow from its recurring revenue base and that it will be successful integrating the ExpertPlan acquisition," said Ms. Hui. "At the same time, we expect liquidity to remain adequate and sufficient covenant cushion of about 20%." ATP OIL: Asks Court OK for DIP Financing Amendment -------------------------------------------------- BankruptcyData.com reports ATP Oil & Gas filed with the U.S. Bankruptcy Court a motion for approval to enter into a second amendment to its $617.6 million debtor-in-possession facility from Credit Suisse AG. BankruptcyData.com relates that the Debtors state that, as a result of an engineering report delivered to the D.I.P. lenders by their approved petroleum engineer (showing PV-10 values at certain wells below levels set forth in the credit agreement), a specified event occurred on or about October 9, 2012. The occurrence of the specified event triggered, among other things, (i) the requirement that the Debtor satisfy certain milestones with regard to the sale of its assets, (ii) certain restrictions on the availability of further funding and (iii) certain restrictions on the use of funds. Under the agreement, the final D.I.P. budget amount, the additional D.I.P. budget amount, and the additional NM loan amount will be available in accordance with a revised D.I.P. budget and the lenders will waive the satisfactory APE Report and NSAI Report condition requirements established in the original D.I.P. agreement. The Court scheduled a November 29, 2012 hearing on the matter. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Porter Hedges LLP serves as local co-counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. Blackhill Partners, LLC, provided James R. Latimer, III as chief restructuring officer to the Debtor. Filings with the Bankruptcy Court and claims information are available at http://www.kccllc.net/atpog ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. In its schedules, the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445 in liabilities as of the Chapter 11 filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. Duff & Phelps Securities, LLC, serves as its financial advisors. The Committee tapped Epiq Bankruptcy Solutions, LLC as its information agent. BAXTER PROPERTIES: Case Summary & 7 Unsecured Creditors ------------------------------------------------------- Debtor: Baxter Properties LLC 4115 Badger Circle Reno, NV 89511 Bankruptcy Case No.: 12-52708 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Stephen R. Harris, Esq. HARRIS & PETRONI, LTD. 417 W. Plumb Lane Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@renolaw.biz Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of seven unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb12-52708.pdf The petition was signed by Jeanne Baxter, managing member. BUSINESS DEVELOPMENT: Case Summary & 20 Unsec. Creditors -------------------------------------------------------- Debtor: Business Development and Management, Inc. 13131 Brook Avenue, Suite B Baldwin Park, CA 91706 Bankruptcy Case No.: 12-49589 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Robert N. Kwan Debtor's Counsel: Manuel Lopez, Esq. LAW OFFICES OF MANUEL LOPEZ 1186 W. Sunset Boulevard Los Angeles, CA 90012 Tel: (213) 481-0205 Fax: (213) 481-8314 Scheduled Assets: $1,135,700 Scheduled Liabilities: $9,661 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-49589.pdf The petition was signed by Vanessa Ly, president. BWAY PARENT: S&P Puts 'B' CCR on Watch on Acquisition Announcement ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings, including its 'B' corporate credit rating, on BWAY Parent Co. Inc., BWAY Holding Co., and all rated subsidiaries (BWAY) on CreditWatch with negative implications. "The CreditWatch placement reflects the likelihood that BWAY's financial risk profile will weaken beyond expectations at the current rating, given the expectation that the company will fund the Ropak acquisition with debt," said credit analyst Henry Fukuchi. "The transaction will be financed by increasing the size of the company's existing term B loan. The CreditWatch listing will also address the potential for the ratings on the existing debt to be lowered as a result of the proposed new debt financing." "Pro forma for Platinum Equity's recent acquisition of BWAY in November 2012, total adjusted debt-to-EBITDA is about 6.8x and funds from operations (FFO)-to-total adjusted debt is about 11.5%, as of BWAY's fiscal year-end on Sept. 30, 2012. We expect the company's FFO-to-total adjusted debt to be at the low end of the 10% to 15% range expected for the current rating. BWAY, with annual sales of about $1.2 billion, mainly produces plastic containers and general-line metal containers for packaging paints, solvents, and household products in the U.S. market. It's also North America's third-largest producer of aerosol cans, which represent about 12% of the company's sales. The rating on BWAY reflects our expectation of highly leveraged financial profile, which is reflected in the total adjusted debt-to-EBITDA of about 6.8x as of Sept. 30, 2012. It also reflects the company's very aggressive financial policies, exposure to volatile resin costs, and key industry risks, such as weak demand in the housing and industrial end markets. The company's good profitability and cash flow, market share gains from recent acquisitions, benefits from plant rationalization, favorably structured contracts, and cost- reduction efforts partly offset these weaknesses. We characterize BWAY's business risk profile as 'fair' and its financial risk profile as 'highly leveraged,'" S&P said. "We placed the ratings on CreditWatch with negative implications. We will monitor developments relating to this transaction and will resolve the CreditWatch listing once further details related to the transaction become available. We intend to meet with management to discuss a variety of topics related to the transaction, such as integration risks, synergies, the pro forma capital structure, and management's strategic objectives and financial policies. The CreditWatch placement indicates the heightened risk that we will likely lower the ratings following our review of the transaction and implications for credit quality," S&P said. C.A.N. TRANSPORT: Case Summary & 7 Unsecured Creditors ------------------------------------------------------ Debtor: C.A.N. Transport, Inc. aka CAN Transport, Inc. 23803 S. Wilmington Avenue Carson, CA 90745 Bankruptcy Case No.: 12-49620 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: Jerome Bennett Friedman, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Avenue of the Stars, 11th Floor Los Angeles, CA 90067-4409 Tel: (310) 552-8210 Fax: (310) 733-5442 E-mail: jfriedman@jbflawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its seven unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-49620.pdf The petition was signed by Burke Smith, president. CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off -------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment, Inc., is a borrower traded in the secondary market at 89.00 cents-on-the-dollar during the week ended Friday, Nov. 30, an increase of 0.42 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018, and carries Moody's 'B2' rating and Standard & Poor's 'B' rating. The loan is one of the biggest gainers and losers among 207 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. 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. Harrah's announced its re-branding to Caesar's on mid-November 2010. Caesars Entertainment Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $503.4 million on $2.19 billion of net revenues for the quarter ended Sept. 30, 2012, compared with a net loss of $173.4 million on $2.18 billion of net revenues for the same period during the prior year. Caesars recorded a net loss of $1.02 billion on $6.57 billion of net revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $471.3 million on $6.46 billion of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $28.34 billion in total assets, $28.22 billion in total liabilities and $114.7 million in total Caesars stockholders' equity. The Company reported a net loss of $666.70 million in 2011, and a net loss of $823.30 million in 2010. * * * As reported by the TCR on March 28, 2012, Moody's Investors Service upgraded Caesars Entertainment Corp's Corporate Family Rating (CFR) and Probability of Default Rating both to Caa1 from Caa2. The upgrade of Caesars' ratings reflects very good liquidity, an improving operating outlook for gaming in a number of the company's largest markets that is expected to drive earnings growth, the completion of a bank amendment that resulted in the extension of debt maturities to 2018 from 2015, and the public listing of the company's equity that increases financial flexibility by providing it with another potential source of capital. The upgrade of the SGL rating reflects minimal debt maturities over the next few years, significant cash balances (approximately $900 million at December 31, 2011) and revolver availability that will be more than sufficient to fund the company's cash interest and capital spending needs. In the Aug. 17, 2012, edition of the TCR, Standard & Poor's Ratings Services revised its rating outlook on Las Vegas-based Caesars Entertainment Corp. and wholly owned subsidiary Caesars Entertainment Operating Co. Inc. to negative from stable. "We affirmed all other ratings on the companies, including our 'B-' corporate credit rating," S&P said. As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed CEC's long-term issuer default rating at 'CCC'. CHARLES STREET: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Charles Street Investment LLC 9923 Rose Trail Ellicott City, MD 21042 Bankruptcy Case No.: 12-31459 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Christopher R. Wampler, Esq. WAMPLER & SOUDER, LLC 10605 Concord Street, Suite 206 Kensington, MD 20895 Tel: (301) 942-0802 Fax: (301) 942-8296 E-mail: cwampler@wssfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of four unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/mdb12-31459.pdf The petition was signed by Dong S. and Mee Y. Lee. CHARLIE MCGLAMRY: Plan Confirmation Hearing Continued to February ----------------------------------------------------------------- The Hon. James P. Smith of the U.S. Bankruptcy Court for the Middle District of Georgia continued until Feb. 12 to 13, 2013, the hearing to consider confirmation of Charlie N. McGlamry's Chapter 11 Plan, as amended. Mr. McGlamry's Amended Plan provides for the creation of a Liquidating Trust and the appointment of a Plan Trustee to administer the Trust. The Debtor has selected Ward Stone, Esquire as the Plan Trustee. All of the Debtor's assets other than those in which he holds an exemption under Georgia law, will be transferred to the McGlamry Liquidating Trust and will be liquidated by the Plan Trustee and the proceeds distributed to creditors. The major claimants are State Bank, Colony, Certus, BB&T, Key, and Wells Fargo. Their claims are based on unsecured personal guarantees of secured loans made by one or more of the McGlamry Affiliates or other entities which are partially owned by McGlamry. A copy of the First Amended Plan Outline is available for free at http://bankrupt.com/misc/CHARLIE_N_MCGLAMRY_ds_1amended.pdf The Debtor owes Synovus Bank on a $5.559 million loan secured by 74 acres of undeveloped commercial property at the intersection of Russell Parkway and Corder Road in Houston County, Georgia. The Debtor will convey his right to the property in full satisfaction of the secured claim. The Debtor has an unsecured debt of $4.5 million on an obligation relating to his interest in a non-Debtor entity known as Oaky Timberlands, LLC. In addition, the Debtor owes $20 million to unsecured creditors on account of a personal guarantee of the indebtedness of his affiliated companies. The unsecured creditors will share pro rata with Synovus in the proceeds from the liquidating trust. A copy of the Aug. 24 version of the Disclosure Statement is available at http://bankrupt.com/misc/Charlie_McGlamry_DS.pdf About Charlie N. McGlamry Centerville, Georgia-based real estate developer Charlie N. McGlamry filed a petition for Chapter 11 protection, along with his 14 companies, in Macon, Georgia on May 9, 2012. Over the past 44 years, Mr. McGlamry has managed to successfully develop numerous real estate developments in and around Houston County, Georgia. Mr. McGlamry continues to operate his real estate development business through sole proprietorship McGlamry Properties -- http://www.mcglamryproperties.com-- and USA Land Development Inc. Mr. McGlamry individually owns, through his sole proprietorship, approximately, 74 acres of undeveloped commercial property at the intersection of Russell Parkway and Corder Road in Houston County, Georgia. Mr. McGlamry established a number of single member limited liability companies and sole shareholder corporations to own and develop specific tracts of land. Mr. McGlamry and his affiliated companies sought joint administration of their Chapter 11 cases and have Mr. McGlamry's as the lead case (Bankr. M.D. Ga. Case No. 12-51197). Judge James P. Smith oversees the case. Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter 11 counsel. Nichols, Cauley & Associates, LLC, serves as their accountant. Mr. McGlamry, as sole shareholder or member, signed Chapter 11 petitions for USA Land Development (Case No. 12-51198); Barrington Hall Development Corp. (12-51199); Bear Branch LLC; By- Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202); Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204); Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC (12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville Road, LLC (12-51208); South Houston Development, LLC (12-51209); The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach Investments LLC (12-51212). Mr. McGlamry disclosed $19,745,079 in assets and $92,637,998 in liabilities as of the Chapter 11 filing. The Debtors tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel. CHEROKEE SIMEON: Lender Wants Chapter 11 Case Dismissed ------------------------------------------------------- Jamie Santo at Bankruptcy Law360 reports that the secured lender to Cherokee Simeon Venture I LLC asked a Delaware bankruptcy judge Wednesday to dismiss the unit's Chapter 11 case, claiming it had sought court protection in bad faith. Cherokee Simeon is an AstraZeneca Plc affiliate that owns a contaminated former acid-factory site in Richmond, California. Cherokee Simeon sought Chapter 11 protection (Bankr. D. Del. Case No. 12-12913) on Oct. 23, 2012. Cherokee Simeon estimated up to $50,000 in assets and debts. Rafael Xavier Zahralddin-Aravena, Esq., at Elliott Greenleaf represents the Debtor. CHRISTINE BEATTY: Detroit Ex-Mayor's Lover Files Bankruptcy ----------------------------------------------------------- Robert Snell, writing for The Detroit News, reports Christine Beatty, former aide and lover of Detroit's ex-Mayor Kwame Kilpatrick, is coping with almost $400,000 in debt after filing for bankruptcy on Oct. 26 in Georgia, where she settled following a text-message scandal that led to jail stints for her and Mr. Kilpatrick. Detroit News says public perception has portrayed Ms. Beatty as living in poverty and exile, but bankruptcy filings indicate she continued a six-figure lifestyle after quitting as perhaps the most powerful member of Mr. Kilpatrick's inner circle. "She did not want to file bankruptcy," Beatty lawyer Jeffrey Morganroth said, according to Detroit News. "She was unfortunately left with no choice but to do so as a result of her financial difficulties, which have become more severe because of unsteady and declining income from her consulting engagements." The report notes Ms. Beatty disclosed $389,522 in liabilities and $84,100 in assets. According to Detroit News, the bankruptcy filing indicates Ms. Beatty, 42, buckled under the weight of $60,000 in delinquent federal taxes, $220,000 in mortgage debt, consumer bills and $100,000 in restitution owed to Detroit from the 2008 text-message scandal. The report notes Ms. Beatty can dump most of the debt in bankruptcy court, but not the $100,000 restitution she agreed to pay as part of a guilty plea stemming from lies she and Mr. Kilpatrick told under oath during a whistle-blower trial. CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 80.76 cents-on-the-dollar during the week ended Friday, Nov. 30, an increase of 0.78 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing 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 207 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Clear Channel San Antonio, Texas-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. For the six months ended June 30, 2012, the Company reported a net loss attributable to the Company of $182.65 million on $2.96 billion of revenue. Clear Channel reported a net loss of $302.09 million on $6.16 billion of revenue in 2011, compared with a net loss of $479.08 million on $5.86 billion of revenue in 2010. The Company had a net loss of $4.03 billion on $5.55 billion of revenue in 2009. The Company's balance sheet at June 30, 2012, showed $16.45 billion in total assets, $24.31 billion in total liabilities, and a $7.86 billion total shareholders' deficit. Bankruptcy Warning At March 31, 2012, the Company had $20.7 billion of total indebtedness outstanding. The Company said in its quarterly report for the period ended March 31, 2012, that its ability to restructure or refinance the debt will depend on the condition of the capital markets and the Company's financial condition at that time. Any refinancing of the Company's debt could be at higher interest rates and increase debt service obligations and may require the Company and its subsidiaries to comply with more onerous covenants, which could further restrict the Company's business operations. The terms of existing or future debt instruments may restrict the Company from adopting some of these alternatives. These alternative measures may not be successful and may not permit the Company or its subsidiaries to meet scheduled debt service obligations. If the Company and its subsidiaries cannot make scheduled payments on indebtedness, the Company or its subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result the Company could be forced into bankruptcy or liquidation. * * * As reported in the TCR on Oct. 17, 2012, Fitch Ratings has affirmed the 'CCC' Issuer Default Rating (IDR) of Clear Channel Communications, Inc. The Rating Outlook is Stable. Fitch's ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2016; the considerable and growing interest burden that pressures FCF; 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. The TCR also reported in October 2012 that Standard & Poor's Ratings Services assigned Clear Channel's proposed $2 billion priority guarantee notes due 2019 an issue-level rating of 'CCC+' (the same level as the 'CCC+' corporate credit rating on the parent company) and a recovery rating of '4', indicating its expectation for average (30% to 50%) recovery in the event of a payment default. "In addition, we are affirming our 'CCC+' corporate credit rating on both the holding company, CC Media Holdings Inc., and operating subsidiary Clear Channel, which we view on a consolidated basis; the rating outlook is negative," said Standard & Poor's credit analyst Jeanne Shoesmith. "The CC Media Holdings Inc. reflects the company's steep debt leverage and significant 2016 debt maturities. The proposed transaction extends about $2 billion of debt from 2014 and 2016 to 2019 and reduces 2016 maturities from $12 billion to a little over $10 billion. However, the interest rate on the new debt is about 5% higher than the existing term loan B debt. As a result, we expect that EBITDA coverage of interest will be very thin at about 1.2x and that discretionary cash flow will be only modestly positive in 2013, hindering the company's ability to repay debt and afford additional refinancing transactions with similar interest rate increases. The transaction increases the company's flexibility to repay 2014 maturities (currently $1.5 billion), which previously could only be repaid on a pro rata basis, and now permits the company to exchange and extend $3 billion of additional loans. We still view a significant increase in the average cost of debt or deterioration in operating performance for either cyclical, structural, or competitive reasons, as major risks as the company proceeds with a strategy to deal with its 2016 maturities," S&P said. CLEAVER-BROOKS INC: Moody's Assigns 'B2' CFR; Outlook Stable ------------------------------------------------------------ Moody's Investors Service has assigned a B2 corporate family rating to Cleaver-Brooks, Inc. (New) (CB) and a B2 rating to its proposed $285 million senior secured notes to be issued in conjunction with the company's acquisition by the Harbour Group. Proceeds from the offering and an equity infusion by Harbour Group will be used to fund the purchase price, including the repayment of existing debt. The rating outlook is stable. The following ratings have been assigned (subject to review of final documentation): Corporate family rating at B2; Probability of default rating at B2; and B2 (LGD4, 55%) to the proposed $285 million senior secured notes due 2019. The existing ratings on CB (old) will be withdrawn up completion of the acquisition and repayment of its roughly $181 million of outstanding notes. Rating Rationale The B2 corporate family rating reflects CB's high leverage, roughly 5.6x, its relatively small scale, lack of diversification outside its core boiler room systems and services and an exposure to end-markets with cyclical attributes such as education and government spending, manufacturing, energy and petrochemical. In addition, the rating reflects ongoing risks tied to CB's asbestos litigation which is now seeing new claims fall and has generally been covered through insurance and prior owner indemnification. Moody's currently expects these trends to continue. CB is a leading producer of engineered and packaged boiler systems in North America (NA) with what is believed to be a substantial market position. CB's current installed base of boiler systems provides access to highly profitable and more predictable aftermarket sales and an advantage when boiler systems need to be replaced given the ongoing contact with customers. Current backlog and order trends are at relatively high levels, in large part to substantial wins in the Canadian Oil Sands, which Moody's believes will be a meaningful driver of growth for CB over the next few years. As such, Moody's would expect both revenue and earnings growth over the next twelve to eighteen months. In addition, trends with regard to environmental regulation, improved fuel efficiency and an aging installed base in NA should provide growth opportunities. Moody's expects CB to maintain an adequate liquidity profile over the next twelve to eighteen months supported by modest free cash flow and substantial availability under the unrated $50 million senior secured asset based revolving credit facility due 2017. While debt is increasing by roughly $100 million, the company's cash interest cost is expected to remain relatively unchanged due to a meaningful reduction in interest rates. Further, the liquidity profile is expected to benefit from a covenant lite structure with no financial covenants unless availability falls below roughly 10% of the ABL size. The stable outlook reflects Moody's expectation that growth prospects over the next twelve months should result in a reduction in leverage to below 5.0x and that liquidity will remain adequate. However, continued uncertainty with regards to government and education spending could temper earning and margin expansion. The company's ratings are unlikely to be upgraded over the short- term as the company's credit metrics are not anticipated to improve to a level supporting a higher rating. The ratings could be upgraded if debt-to-EBITDA were to decline sustainably to 4.0 times and EBITA-to-Interest of 2.0 times was anticipated. The ratings could be pressured by a decline in revenues or profitability or a significant adverse change in asbestos loss experience. The rating could be downgraded if Moody's comes to expect that free cash flow to total debt will be sustained below 5% or debt-to-EBITDA above six times. The principal methodology used in rating Cleaver-Brooks was the Global Manufacturing Industry Methodology published in Deember 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. Cleaver-Brooks, Inc., headquartered in Thomasville, Ga, is a designer and manufacturer of fully integrated proprietary boiler room systems, whose boilers, burners, controls, components and accessories have been engineered to work at peak energy and emissions efficiency. CB operates in three operating groups packaged boiler and burner systems (51% of sales), engineered boiler and burner systems (35% ) and aftermarket (14%). Sales for the twelve months ending September 30, 2012 were $336 million. COMPASS INVESTORS: Moody's Assigns 'B3' CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating and a B3 probability of default rating to Compass Investors Inc. (a holding company for USI Holdings Corporation (USI)). The rating agency also assigned ratings to the credit facilities to be issued in connection with the company's proposed $2.3 billion recapitalization. The recapitalization is being undertaken by private equity firm Onex Partners along with USI management and employees. The transaction is expected to close in December, subject to customary closing conditions. The rating outlook for USI is stable. Ratings Rationale The ratings of USI reflect its favorable market position and its good balance of property & casualty (P&C) insurance and employee benefits business. These strengths are offset by the increase in financial leverage and decrease in interest coverage associated with the proposed recapitalization. Additionally, Moody's expects that USI will continue to pursue a combination of organic growth and acquisitions, the latter giving rise to integration and contingent risks. "The ratings of USI reflect its improving organic growth and healthy EBITDA margins in recent years," said Bruce Ballentine, Moody's lead analyst for USI. "While financial leverage will be elevated following the recapitalization, we expect the credit metrics to improve in the year ahead." Based on Moody's estimates, USI's adjusted debt-to-EBITDA ratio will be around 8x following the recapitalization. The rating agency views such leverage as aggressive for the rating category and expects it to drop below 8x over the next 12-18 months. The proposed financing arrangement includes a $150 million first- lien revolving credit facility (rated B1, expected to be undrawn at closing), a $1,025 million first-lien term loan (rated B1) and $630 million of senior unsecured notes (rated Caa2), all to be issued by Compass Investors Inc. Additional funding will include $707 million of common equity. Net proceeds will be used to repay existing debt, purchase the existing equity (including all equity held by existing sponsor Goldman Sachs) and pay related fees and expenses. Upon closing of the transaction, Moody's expects to withdraw USI's existing ratings, including B1 first-lien, Caa1 senior unsecured and Caa2 subordinated ratings, as these facilities will be repaid and terminated. Factors that could lead to an upgrade of USI's ratings include: (i) adjusted (EBITDA - capex) coverage of interest exceeding 2x, (ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii) adjusted debt-to-EBITDA ratio below 5.5x. Factors that could lead to a rating downgrade include: (i) adjusted (EBITDA - capex) coverage of interest below 1.2x, (ii) adjusted free-cash-flow-to-debt ratio below 2%, or (iii) adjusted debt-to-EBITDA ratio above 8x on a sustained basis. Moody's has assigned the following ratings (and loss given default (LGD) assessments): Corporate family rating B3; Probability of default rating B3; $150 million first-lien revolving credit facility B1 (LGD2, 29%); $1,025 million first-lien term loan B1 (LGD2, 29%); $630 million senior unsecured notes Caa2 (LGD5, 84%). The principal methodology used in this rating was Moody's Global Rating Methodology for Insurance Brokers and Service Companies published in February 2012. Based in Briarcliff Manor, New York, USI ranks among the 10 largest US insurance brokers in terms of revenues. Through subsidiaries across the US, the company distributes P&C insurance and employee benefits products to small and mid-sized businesses. For the twelve months through September 2012, USI reported total revenues of $693 million and net income of $20 million. Stockholders' equity was $237 million as of September 30, 2012. DIGITAL DOMAIN: Investor Can Challenge $70MM Bankruptcy Claim ------------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that a Delaware bankruptcy judge on Tuesday granted a private equity backer of Digital Domain Media Group Inc. standing to challenge a $70 million claim from the special-effects shop's senior noteholders, which the investor says was bloated by an unlawful default penalty. Florida-based private equity firm Palm Beach Capital -- DDMG's largest shareholder with a 37% stake -- requested permission last month to sue the noteholders on behalf of DDMG, arguing that nearly $25 million of their bankruptcy claim should be disallowed, according to Bankruptcy Law360. About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. At the auction on Sept. 21, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. The company disclosed assets of $205 million and liabilities totaling $214 million. Debt includes $40 million on senior secured convertible notes plus $24.7 million in interest. There is another issue of $8 million in subordinated secured convertible notes. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. DRAWBRIDGE HOTEL: Halts Operations After 42 Years ------------------------------------------------- The Drawbridge Hotel & Convention Center closed Dec. 2, 2012, after 42 years in operation. Cindy Schroeder at Cincinnati.com reports that Debi Purvis, the owner's rep for Franklin Pacific Finance, officially notified the hotel's 51 employees of the closing at a meeting Wednesday morning last week. Since Franklin Pacific Finance, a Kansas-based finance company, purchased the Drawbridge at a foreclosure sale in March, the hotel has lost more than $1 million, Ms. Purvis said, and the hotel's new owner figured about $3.5 million to $4 million in renovations were needed. The Drawbridge defaulted on its mortgage and was sold March 6, according to a Business Courier report. Gary Hall, principal of Franklin Pacific, purchased the hotel at auction for $4.5 million, Business Courier said, citing property records. The hotel, with 382 rooms, was built in 1970. The mortgage holder, Franklin Pacific Mortgage, said the owners defaulted on a loan of more than $8 million. EASTMAN KODAK: CEO Discusses Four Areas Being Worked Out -------------------------------------------------------- Shirley Brady at brandchannel.com reports Eastman Kodak chairman and CEO Antonio M. Perez discussed four areas the company has been working on during the Chapter 11 reorganization: -- resolving legacy costs and issues in the US around retiree pension benefits, with an agreement reached in October and downsizing of its US workforce; -- "increase liquidity in the US," its biggest cost center and lowest profit center (with $1B in sales outside America); -- selling off non-strategic IP and patents; and -- "focusing on our most valuable businesses" -- namedly, commercial imaging, as it moves away from its consumer businesses. "This is a difficult process," the report quotes Mr. Perez as saying. "Neither our employees, customers or suppliers doubted why we were doing what we're doing, and they've been there with us all the way. So thank you, thank you all." About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. EL CENTRO: U.S. Trustee Unable to Form Creditors Committee ---------------------------------------------------------- Tiffany L. Carrol, Acting U.S. Trustee for Region 15, notified the U.S. Bankruptcy Court for the Southern District of California that she was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of El Centro Motors doing business as Mighty Auto Parts. El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln automobile dealership in El Centro, California. It filed a Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on March 21, 2012, listing $10 million to $50 million in assets and debts. Chief Judge Peter W. Bowie presides over the case. Krifor Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP, serves as counsel. The prior owner of the dealership operated the business since 1932. The business is presently owned by Dennis Nesselhauf and Robert Valdes. The Debtor claims that its assets, which include the property constituting the dealership in El Centro, and new and used vehicles, have a value of $14 million. The Debtor owes Ford Motor Credit Company $4.3 million on a term-loan secured by a first priority deed of trust against the El Centro property, 380,000 on a revolving credit line, and $6 million on a flooring line of credit used to purchase vehicle inventory. The Debtor also owes $1.03 million to Community Valley Bank, which loan is secured by a second priority deed of trust against the property. In addition to $3.95 million arbitration award owed to Dealer Computer Systems, Inc., the Debtor owes $3 million in unsecured debt. According to a court filing, the dealership generally operated at a profit, until it suffered the same economic setbacks suffered by dealerships across the country. In 2007, the Debtor suffered an $806,000 loss; in 2008, it had a $4.5 million loss, and in 2009, it suffered a $957,000 loss. Dealer Computer Services, which provided the dealer management system, obtained in November 2001, an arbitration award in the amount of $3.95 million, following a breach of contract lawsuit it filed against the Debtor. DCS has commenced collection efforts attempting to levy the Debtor's bank accounts and place liens on its assets. The Debtor filed for bankruptcy to preserve and maximize the Debtor's estate for the benefit of creditors, to provide the Debtor a reprieve from highly disruptive and financially detrimental collection efforts, and to provide the Debtor an opportunity to reorganize its financial affairs in as efficient a manner as possible. The Debtor disclosed $8,332,571 + unknown assets and $19,624,057 liabilities as of the Chapter 11 filing. The Debtor's Plan calls for Dennis Nesselhauf, 85% shareholder of the Debtor, and Robert Valdes, 15% shareholder of the Debtor, to contribute a total of $200,000 cash on the Effective Date of the Plan. ELMIRA DOWNTOWN: Dec. 20 Hearing on Dismissal or Conversion Bid --------------------------------------------------------------- Jason Whong at Shreveport Times reports that the trustee assigned to the Chapter 11 bankruptcy of Elmira Downtown Arena LLC has accused the arena operator of "a pattern of noncompliance". According to the report, in a supplement to her September request to have the case tossed out of bankruptcy court or converted to a Chapter 7 bankruptcy, Assistant U.S. Trustee Kathleen Dunivin Schmitt alleged problems with documents filed by Elmira Downtown Arena. "The debtor has exhibited minimal attempts at compliance . . . land only after phone calls are made, e-mails sent, formal motions filed and court hearings scheduled does the debtor comply," Ms. Schmitt wrote in the document. "This is not compliance." The report notes that a court hearing regarding the First Arena bankruptcy case has been rescheduled to Dec. 20, 2012. According to the report, Ms. Schmitt accused EDA of failing to file documents in a timely manner, including proof of insurance and monthly reports. She also said when the company does file papers, they're often deficient, inaccurate or don't contain adequate information or instructions to help readers understand what the documents say about the company's finances. The report notes Ms. Schmitt also said the current monthly operating reports on file in U.S. Bankruptcy Court in Rochester appear to show that EDA is paying other entities' bills and professional fees without an order from the court permitting such payments. Ms. Schmitt said EDA's actions provide sufficient cause for dismissing or converting the case. Based in Elmira, New York, Elmira Downtown Arena, LLC, filed for Chapter 11 protection on Aug. 16, 2012 (Bankr. W.D. N.Y. Case No. 12-21361). EDA is controlled by Michigan businessman Mostafa Afr. Judge Paul R. Warren presides over the case. Joshua P. Fleury, Esq., at Phillips Lytle LLP, represents the Debtor. The Debtor estimated assets of $100,000, and $500,000, and debts of between $1 million and $10 million. ESTATE FINANCIAL: Calif. Court Affirms $202MM Restitution Payment ----------------------------------------------------------------- The Court of Appeals of California, Second District, Division Six, affirmed a ruling directing Karen Roxanna Guth to pay $202,003,233 victim restitution after she pled guilty to 26 counts of securities fraud and was sentenced to 12 years state prison. The securities fraud involved the sale of real-estate-backed securities to more than 1,000 victims. Ms. Guth took an appeal on the ground that the methodology used to calculate the restitution amount could result in a windfall to the victims. From Oct. 18, 2002, through May 20, 2008, Ms. Guth and codefendant Joshua Yaguda induced more than 1,000 victims to invest $317+ million in two companies controlled by Ms. Guth: Estate Financial, Inc., and Estate Financial Mortgage Fund, L.L.C. EFI loaned money to real estate developers, selling fractional shares in the loans to investors. Fund invested in the EFI loans and was the single largest investor in EFI's projects. After EFI and Fund filed Chapter 11 bankruptcy petitions in July 2008, the real estate projects declined in value. Ms. and Mr. Yaguda were charged with securities fraud and entered into negotiated pleas on Oct. 25, 2009. Restitution notices were sent to 3,216 potential victims and more than 1,000 victims responded with requests for restitution. The probation department investigated the claims and submitted a June 29, 2010 restitution report listing the victims, the restitution claims and investment amounts, and bankruptcy disbursements. In a March 25, 2011 second supplemental restitution report, the probation department reported that many investors named in the Chapter 11 bankruptcy proceedings failed to submit restitution claims because they assumed the bankruptcy trustees would do it for them. The case is, THE PEOPLE, Plaintiff and Respondent, v. KAREN ROXANNA GUTH, Defendant and Appellant, 2d Crim. No. B237956 (Calif. App. Ct.). A copy of the Court's Nov. 28 decision is available at http://is.gd/mpqZosfrom Leagle.com. About Estate Financial Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a license real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC, which was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457). Estate Financial Inc. consented to the bankruptcy filing on July 16, 2008. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, represented the Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, represent the official committee of unsecured creditors as counsel. In its schedules, Estate Financial disclosed total assets of $27,428,550, and total debts of $7,316,755. On July 30, 2008, Thomas P. Jeremiassen accepted his appointment as the chapter 11 trustee of EFI and has served as the duly qualified and acting chapter 11 trustee of the estate. Berkeley Research Group, LLC, serves as its successor accountants. FIRST PLACE FINANCIAL: Committee Seeks Hiring Approvals ------------------------------------------------------- BankruptcyData.com reports that First Place Financial's official committee of trust preferred securities filed with the U.S. Bankruptcy Court motions to retain: -- Kirkland & Ellis (Contact: David R. Seligman) as counsel at these hourly rates: partner at $710 to $1,445, of counsel at $595 to $1,145, associate at $390 to $840 and paraprofessional at $155 to $340; -- Klehr Harrison Harvey Branzburg (Contact: Domenic E. Pacitti) as co-counsel at these hourly rates: partner at $400 to $660, of counsel at $350 to $500, associate at $250 to $400 and paraprofessional at $125 to $185; -- Holdco Advisors (Contact: Vikaran Ghei) as financial advisor at these hourly rates: managing director at $350 to $400 and analyst at $250; and -- Rothschild (Contact: Todd R. Snyder) as investment banker and financial advisor for a monthly fee of $125,000 and a completion fee of $500,000. About First Place First Place Financial Corp. is a $3.1 billion financial services holding company, based in Warren, Ohio. The First Place bank subsidiary isn't in bankruptcy. First Place filed a Chapter 11 petition (Bankr. D. Del. Case No. 12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to Talmer Bancorp, Inc., absent higher and better offers. The Debtor declared $175 million in total assets and $65.6 million in total liabilities as of Oct. 26, 2012. The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as legal counsel. Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/-- is the claims and notice agent. FIRST SECURITY: Wins 6-Month Extension to Regain NASDAQ Compliance ------------------------------------------------------------------ First Security Group, Inc., the bank holding company for its wholly-owned subsidiary FSGBank, N.A., disclosed that it received a ruling from the Hearing Panel of the NASDAQ Stock Market LLC indicating the approval of the Company's requested extension of the period to regain compliance with the listing standards for the Global Select market. The Company requested a six month extension, or through March 25, 2013, to regain compliance with the listing standards. "We appreciate the opportunity that the Hearing Panel provided for us to present our overall recapitalization plan for FSG and its direct impact on regaining compliance with the listing standards of the Global Select exchange. We continue to make progress and believe that we will be back in compliance by March 25th," said Michael Kramer, President and CEO of First Security. "The Global Select market has the highest listing standards of the three NASDAQ exchanges and the results of our recapitalization plan would far excess the Global Select's minimum listing standards." On Nov. 27, 2012, the Company received a notice extending the compliance period to March 25, 2013. The extension includes certain conditions, including that the Company receive approval from the U.S. Treasury, holder of the Company's Series A Preferred Stock issued under the Capital Purchase Program of the Troubled Asset Relief Program, to restructure the Preferred Stock as part of a larger recapitalization plan. "At this time, we believe that a restructuring plan mutually agreeable to First Security and the U.S. Treasury should be achieved by year-end," said John Haddock, Executive Vice President and CFO of First Security. As discussed on a Current Report on Form 8-K filed on Sept. 28, 2012, NASDAQ previously informed the Company that it would be subject to delisting based on the Company's non- compliance with the minimum $5 million market value of publicly held share requirement set forth in the NASDAQ listing standards for the Global Select market. At the time, the Company stated that it planned to appeal to the Hearing Panel with a request to extend the compliance period. In the event that the Company does not achieve compliance with the conditions of the ruling, NASDAQ may transfer trading of the Company's common stock to the NASDAQ Capital Market exchange. About First Security First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has recently incurred substantial losses. The Company is also operating under formal supervisory agreements with the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency and is not in compliance with all provisions of the Agreements. Failure to achieve all of the Agreements' requirements may lead to additional regulatory actions. The Company reported a net loss of $23.06 million in 2011, a net loss of $44.34 million in 2010, and a net loss of $33.45 million in 2009. FLETCHER INT'L: Ch 11 Trustee Can Hire Luskin Stern as Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has granted Richard J. Davis, the trustee appointed in the Chapter 11 case of Fletcher International, Ltd., permission to employ Luskin, Stern & Eisler LLP as his counsel. Luskin Stern will, among other things, investigate potential claims against insiders and others, and litigation of viable claims. About Fletcher International Fletcher International, Ltd., filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel and Appleby (Bermuda) Limited serves as special Bermuda counsel. The Debtor disclosed $52,163,709 in assets and $22,997,848 in liabilities as of the Chapter 11 filing. Fletcher International Ltd. is managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. After filing for Chapter 11 protection, Fletcher immediately started a lawsuit in bankruptcy court to stop the involuntary bankruptcy in Bermuda. Judge Gerber at least temporarily halted liquidators appointed in the Cayman Islands from moving ahead with proceedings in Bermuda. The lawsuit to halt the Bermuda liquidation is Fletcher International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in the same court. Richard J. Davis, Chapter 11 trustee appointed in the case taps Luskin, Stern & Eisler LLP as his counsel. FLETCHER INT'L: Has Nod to Hire Goldin Associates as Consultant --------------------------------------------------------------- Richard J. Davis, Chapter 11 trustee appointed in the case of Fletcher International, Ltd., obtained permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Goldin Associates, LLC, as special consultant. Goldin will, among other things, conduct forensic financial review to understand the operations and financial affairs of the Debtor and related entities and individuals as well as their assets and liabilities. About Fletcher International Fletcher International, Ltd., filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel and Appleby (Bermuda) Limited serves as special Bermuda counsel. The Debtor disclosed $52,163,709 in assets and $22,997,848 in liabilities as of the Chapter 11 filing. Fletcher International Ltd. is managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. After filing for Chapter 11 protection, Fletcher immediately started a lawsuit in bankruptcy court to stop the involuntary bankruptcy in Bermuda. Judge Gerber at least temporarily halted liquidators appointed in the Cayman Islands from moving ahead with proceedings in Bermuda. The lawsuit to halt the Bermuda liquidation is Fletcher International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in the same court. Richard J. Davis, Chapter 11 trustee appointed in the case taps Luskin, Stern & Eisler LLP as his counsel. FLETCHER INT'L: Court Okays Donald MacKenzie as CRO --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved (i) the designation of Donald S. MacKenzie as the Chief Restructuring Officer of Fletcher International, Ltd., and (ii) the employment and retention of Conway MacKenzie Management Services, LLC (CMS) to provide restructuring and management services, nunc pro tunc to July 15, 2012. Mr. MacKenzie, reporting to and under the direct supervision of the Debtor's Board, will assume in all respects the management of the business and property of the Debtor, and will confer with interested parties concerning relevant bankruptcy matters, records, projections, financial information, reports and other information prepared by or in the possession of the CRO relating to the assets and liabilities, or the financial condition or operations of the businesses, of the Debtor. About Fletcher International Fletcher International, Ltd., filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel and Appleby (Bermuda) Limited serves as special Bermuda counsel. The Debtor disclosed $52,163,709 in assets and $22,997,848 in liabilities as of the Chapter 11 filing. Fletcher International Ltd. is managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. After filing for Chapter 11 protection, Fletcher immediately started a lawsuit in bankruptcy court to stop the involuntary bankruptcy in Bermuda. Judge Gerber at least temporarily halted liquidators appointed in the Cayman Islands from moving ahead with proceedings in Bermuda. The lawsuit to halt the Bermuda liquidation is Fletcher International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in the same court. Richard J. Davis, Chapter 11 trustee appointed in the case taps Luskin, Stern & Eisler LLP as his counsel. FREEDOM COMMUNICATIONS: Debt Buyer Wants French Bank to Foot Bill ----------------------------------------------------------------- Eric Hornbeck at Bankruptcy Law360 reports that the French bank that sold its stake in a $300 million Freedom Communications Inc. loan should have to cover defense costs for the stake's buyer, which is battling over proceeds now that Freedom has emerged from bankruptcy, an attorney told a New York appeals court Wednesday. Credit Industriel et Commercial, an affiliate of France's Credit Mutuel, should have to pay Luxor Capital LLC's litigation costs because it never funded its share of the $300 million loan, Luxor attorney Peter J. Gallagher of Porzio Bromberg said. About Freedom Communications Freedom Communications, headquartered in Irvine, Calif., is a national privately owned media company operating print publications, broadcast television stations and interactive businesses. Freedom Communications filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-13046) on Sept. 1, 2009. Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins LLP served as Chapter 11 counsel. Houlihan, Lokey, Howard & Zukin, Inc., served as financial advisors while AlixPartners LLC served as restructuring consultants. Logan & Co. served as claims and notice agent. Freedom Communications had $757 million in assets against debts of $1.077 billion as of July 31, 2009. The Bankruptcy Court confirmed Freedom' Plan of Reorganization on March 9, 2010. The Plan became effective April 30, 2010. The Plan, which was supported by the Steering Committee of the Company's secured lenders and the Official Committee of Unsecured Creditors, eliminated $450 million of debt from Freedom's balance sheet. Creditors, led by JPMorgan Chase, agreed to cut the debt by nearly 60% to $325 million in return for control of the Company. FTLL ROBOVAULT: Judge to Appoint Chapter 11 Trustee --------------------------------------------------- Paul Brinkmann at South Florida Business Journal reports Judge John Olson is approving a request to appoint a Chapter 11 trustee to oversee the case of RoboVault. The report says RoboVault's attorney Larry Wrenn sparked concern recently when he said he couldn't answer questions about the case because he had root canal surgery. According to the report, that answer -- and other delays -- prompted a creditor in the bankruptcy to seek immediate appointment of a trustee to oversee RoboVault, and conversion of the case to Chapter 7 liquidation. The primary lender in the bankruptcy, a subsidiary of BBX Capital, said in a motion filed Nov. 16 that RoboVault "has exhibited complete incompetence and gross mismanagement." The report notes, in a motion filed with the court, the attorneys said Mr. Wrenn sent out emails saying "Once the dentist finishes my root canal I will address your questions. Presently the pain medication is confusing my thoughts and ability to properly respond." About FTLL RoboVault Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-33090) on Sept. 27, 2012. Bankruptcy Judge Raymond B. Ray presides over the case. Lawrence B. Wrenn, Esq., serves as the Debtor's counsel. Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault and affiliate Off Broward Storage. The companies own modern storage warehouses in Fort Lauderdale. The petition scheduled $18,665,069 in assets and $21,528,776 in liabilities. The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court for the Southern District of Florida that until further notice, it will not appoint a committee of creditors pursuant to Section 1102 of the Bankruptcy Code. GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which GateHouse Media, Inc., is a borrower traded in the secondary market at 36.10 cents- on-the-dollar during the week ended Friday, Nov. 30, an increase of 0.90 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing 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 Feb. 27, 2014, and carries Moody's 'Ca' rating and Standard & Poor's 'CCC-' rating. The loan is one of the biggest gainers and losers among 207 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About GateHouse Media GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 97 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. Gatehouse Media, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $9.41 million on $120.79 million of total revenues for the three months ended Sept. 30, 2012, compared with a net loss of $5.16 million on $125.02 million of total revenues for the three months ended Sept. 25, 2011. For the nine months ended Sept. 30, 2012, the Company reported a net loss of $25.65 million on $365.39 million of total revenues, in comparison with a net loss of $28.42 million on $374.95 million of total revenues for the nine months ended Sept. 25, 2011. The Company's balance sheet at Sept. 30, 2012, showed $480.43 million in total assets, $1.30 billion in total liabilities, and a $829.10 million total stockholders' deficit. The Company reported a net loss of $22.22 million for the year ended Jan. 1, 2012, a net loss of $26.64 million for the year ended Dec. 31, 2010, and a net loss of $530.61 million for the year ended Dec. 31, 2009. Bankruptcy Warning According to the Form 10-K for the year ended Dec. 31, 2011, the Company's ability to make payments on its indebtedness as required depends on its ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company's control. There can be no assurance that the Company's business will generate cash flow from operations or that future borrowings will be available to the Company in amounts sufficient to enable it to pay its indebtedness or to fund our other liquidity needs. Currently the Company does not have the ability to draw upon its revolving credit facility which limits its immediate and short- term access to funds. If the Company is unable to repay its indebtedness at maturity the Company may be forced to liquidate or reorganize its operations and business under the federal bankruptcy laws. GENERAL GROWTH: NY Says State Entitled to $11.5M For Loan Default ----------------------------------------------------------------- Richard Vanderford at Bankruptcy Law360 reports that New York state on Monday urged the Second Circuit to uphold a decision giving it an extra $11.7 million from General Growth Properties Inc. after the mall operator went bankrupt and defaulted on a loan, arguing that the restructured GGP could afford it. The state, whose retirement fund loaned GGP $254 million, is entitled to get extra interest money promised to it in the loan documentation, a lawyer for the state said at oral arguments in Manhattan, Bankruptcy Law360 relates. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner. General Growth is a self-administered and self-managed real estate investment trust. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP restructured roughly $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP split itself into two separate and independent publicly traded corporations, and shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. GELT PROPERTIES: Plan Outline Hearing Continued to Dec. 19 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has continued the hearing to consider the adequacy of the disclosure statement explaining the proposed Chapter 11 Plan of Gelt Properties, LLC, to Dec. 19, 2012, at 11:00 a.m. The Disclosure Statement hearing was previously continued to Nov. 28. As reported in the Troubled Company Reporter on April 18, 2012, according to the Disclosure Statement for the proposed First Amended Plan of Reorganization dated March 16, 2012, all assets of the Debtors will be sold and liquidated, rented or leased, developed and maintained, in the ordinary course of the Debtors' business. The Debtors note that the Plan envisions the utilization of management talents, commitment and an existing infrastructure to restructure existing debt, liquidate unprofitable properties and meaningfully shift focus to its growing REO portfolio. Specifically, the Debtors project that they will increase rental income, decrease carrying costs for unprofitable properties, decrease maintenance costs for unprofitable properties and emerge leaner, more focused reorganized Debtors. The Debtors also expect fewer foreclosures moving forward and thus reduce annual foreclosure costs line item in its projections. Under the Plan, Class 15 general unsecured creditors will receive a pro rata share of the Debtors' assets after payment of claims having priority over Class 15 allowed claims. Distributions to holders of Class 15 will come from one of the following: (a) cash on hand; or (b) funds received by the Debtors from the Lender Liability Litigation. A full-text copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/GELT_PROPERITIES_ds_firstamended.pdf About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11- 15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy counsel. The petitions were signed by Uri Shoham, the Debtors' chief financial officer. The Debtors' other professionals include: Eisenberg, Gold & Cettei P.C. as its special counsel to provide proper legal counsel to the Debtors with regard to defending against certain actions, Cohen and Forman as their special counsel to advise them upon all matters which may arise or which may be incident to the bankruptcy proceedings. Gelt Properties disclosed $4.73 million in assets and $4.84 million in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial has scheduled $20.3 million in assets and $17.05 million in liabilities as of the Chapter 11 filing. On Sept. 15, 2011, a committee of unsecured creditors was appointed. Schoff McCabe, P.C. represents the Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GENERAL GROWTH: Executive VP Hugh Zwieg Exits After 2.5 Years ------------------------------------------------------------- General Growth Properties, Inc. disclosed that Executive Vice President of Capital Markets Hugh Zwieg will leave the Company at the end of the year. Mr. Zwieg joined GGP in March of 2010. During Mr. Zwieg's tenure, GGP issued approximately $2.3 billion of equity upon its emergence from bankruptcy; effected the Howard Hughes Corporation spin-off; effected the Rouse Properties, Inc. spin-off; refinanced approximately $12.1 billion of property level debt ($10.2 billion at share); lowered the average interest rate from 5.49% to 4.51%; generated approximately $2 billion of net proceeds; and laddered maturities. "When Hugh arrived in 2010, he began taking steps to derisk our balance sheet and rebuild relationships with lenders. He is a valued member of GGP's executive management team. Hugh has decided to pursue other ventures, and I wish him the very best in his future endeavors," said Chief Executive Officer Sandeep Mathrani. Chief Financial Officer Michael Berman will assume responsibility for the Capital Markets group. Mr. Zwieg will remain with the Company through the end of December to help transition. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner. General Growth is a self-administered and self-managed real estate investment trust. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP restructured roughly $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP split itself into two separate and independent publicly traded corporations, and shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. GEOGLOBAL RESOURCES: Gets Notice of Non-Compliance from NYSE MKT ---------------------------------------------------------------- GeoGlobal Resources Inc. disclosed that on Nov. 30, 2012, GeoGlobal was notified by NYSE MKT LLC that the Company was not in compliance with two of the continued listing standards as set forth in Part 10 of the Exchange's Company Guide. Specifically, the Company is not in compliance with Section 1003(a)(iv) of the Company Guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether such company will be able to continue operations and/or meet its obligations as they mature. The notice is based on a review by the Exchange of information that the Company has publicly disclosed, including information contained in the Company's Form 10-Q for the period ended September 30, 2012, which disclosed the financial status of the Company at that time. Over the last 30 trading days, the price per share of the common stock of GeoGlobal has averaged $0.11 per share and as of Nov. 29, 2012, it closed at $0.08 per share. Therefore, pursuant to Section 1003(f)(v) of the Company Guide, the Company's continued listing is predicated either on an increase in the price per share of GeoGlobal common stock or on it effecting a reverse stock split of its common stock within a reasonable period of time and no later than June 28, 2013. In order to maintain the listing of its common stock on the Exchange, the Company must submit a plan of compliance (the "Plan") to the Exchange by Dec. 31, 2012 addressing how it intends to regain compliance with the continued listing standards by March 29, 2013. The Company is currently in the process of preparing the Plan for submission to the Exchange. If the Company does not submit the Plan to the Exchange or if the Plan is not accepted by the Exchange, the Company will be subject to delisting proceedings. About GeoGlobal GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a US publicly traded oil and gas company, which, through its subsidiaries, is engaged in the pursuit of petroleum and natural gas in high potential exploration targets through exploration and development in India, Israel and Colombia. GLAZIER GROUP: GECC's Counterclaims Survive Dismissal Bid --------------------------------------------------------- Bankruptcy Judge Allan L. Gropper denied the request of T-Bone Restaurant LLC and Strip House Las Vegas, LLC, to dismiss the counterclaim and third-party complaint filedby General Electric Capital Corporation. T-Bone Restaurant and Strip House Las Vegas sued GECC seeking a declaratory judgment that the attorney's fees sought by GECC in connection with the Chapter 11 proceeding of the plaintiffs' co- borrower and affiliate are unreasonable and should be disallowed or reduced. Although the initial complaint was broader, the Plaintiffs now concede that the only issue raised in the complaint is the reasonableness and extent of GECC's attorney's fees. GECC answered the complaint and has, in addition, counterclaimed and filed a third-party complaint for the additional fees and expenses it asserts it will be entitled to if it is successful in the defense of this suit. Until Dec. 6, 2011, T-Bone Restaurant and Strip House Las Vegas were limited liability companies that owned steakhouse restaurants in New York City and Las Vegas, respectively, and were part of a group of 10 steakhouses and catering facilities operating throughout the United States. The Glazier Group Inc. provided restaurant management and support services to the restaurant affiliates, which like Glazier were wholly owned by members of the Glazier family. In 2006, the restaurant affiliates and Glazier embarked on a rapid expansion and sought to consolidate their debts through refinancing. GECC provided financing in the form of a Loan and Security Agreement dated Sept. 19, 2007. Under the Loan Agreement, Glazier and the restaurant affiliates were jointly and severally liable as co-borrowers of a $7 million loan, secured by all of the assets of the borrowing entities (other than real property leasehold interests) and their respective stock or membership interests. Pursuant to the Loan Agreement, the borrowing entities agreed to pay GECC "all reasonable out-of- pocket costs and expenses, including reasonable costs and expenses for legal counsel." Between September 2007 and November 2010, the borrowing entities paid down the GECC loan by roughly $1.2 million, but eventually fell into default. Negotiations were unsuccessful and the acceleration of the GECC loan caused Glazier (but not the restaurant affiliates) to file for reorganization under chapter 11 in November 2010. On May 3, 2011, GECC filed a proof of claim against Glazier in the amount of $6,683,907.94, which included its then attorney's fees in connection with the chapter 11 proceedings. On August 16, 2011, Glazier's counsel filed an objection, seeking to reduce the GECC claim on the ground that GECC had not provided support for its claimed fees and expenses, which Glazier charged were unreasonable. On Sept. 8, 2011, Glazier withdrew its objection to the GECC claim without explanation. Glazier and the Glazier family eventually proposed a plan of reorganization funded by the sale of certain of the non-debtor restaurant affiliates. The plan required the GECC lien to be released so as to permit the sale of one or more of the restaurant affiliates. On Dec. 5, 2011, in conjunction with plan confirmation, GECC sent a payoff letter informing the borrowing entities of the outstanding obligations associated with the Loan Agreement. The Payoff Letter identified a balance of $6,786,320.00, which included $811,059.20 in its attorney's fees and expenses, assertedly payable under the Loan Agreement. On Dec. 6, 2012, Glazier and certain of the co-borrowers repaid the balance in full, using proceeds from the sale of certain of the restaurants. Objecting to the reasonableness of the attorney's fees, the Plaintiffs paid that portion of the payoff amount under protest, inserting a provision in the confirmation order reserving the right to contest the fees in a court of appropriate jurisdiction. On Jan. 6, 2012, the Plaintiffs commenced an action against GECC in the United States District Court for the Southern District of New York, protesting the fees. In response, GECC moved to refer the case to the Bankruptcy Court. The District Court granted GECC's motion and referred the case back to the Bankruptcy Court. In support of their motion to dismiss, the Plaintiffs and Glazier allege that the Loan Agreement did not provide for fees of this nature and that, in any event, the terms of the Payoff Letter released them from any such obligation. The case is, T-BONE RESTAURANT LLC and STRIP HOUSE LAS VEGAS, LLC Plaintiffs, v. GENERAL ELECTRIC CAPITAL CORPORATION, Defendant; and GENERAL ELECTRIC CAPITAL CORPORATION, Counter-claim/Third- Party Plaintiff, v. T-BONE RESTAURANT LLC and STRIP HOUSE LAS VEGAS, LLC, Counter-claim Defendants, and THE GLAZIER GROUP, INC., Third-party Defendant, Adv. Proc. No. 12-01878 (Bankr. S.D.N.Y.). A copy of the Court's Nov. 30, 2012 Memorandum Decision is available at http://is.gd/j8mTRifrom Leagle.com. About The Glazier Group New York-based The Glazier Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on Nov. 15, 2010. Glazier Group provides restaurant management and support services to non-debtor affiliates including but not limited to accounting, human resources, purchasing, public relations, maintenance, culinary and executive management. The Company disclosed assets of $15.2 million and liabilities of $26.8 million as of the Petition Date. Frederick E. Schmidt, Esq., Joshua Joseph Angel, Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP, represent the Debtor in its restructuring effort. John Dunne of Renewal Ventures, LLC, is the Debtor's Chief Restructuring Officer. Ronald J. Friedman, Esq., Katina Brountzas, Esq., and Sheryl P. Busell, Esq., at SilvermanAcampora LLP, in Jericho, New York, represent the Official Committee of Unsecured Creditors. FTI Consulting, Inc., serves as the Official Committee of Unsecured Creditors' financial advisor. The Bankruptcy Court entered an order confirming GGI's plan of reorganization on Dec. 13, 2011. The Plan became effective on Jan. 13, 2012. GLOBAL AVIATION: IBT Seeks Approval of Legal Fees ------------------------------------------------- BankruptcyData.com reports the International Brotherhood of Teamsters filed with the U.S. Bankruptcy Court a motion for an order allowing, as an administrative expense, the legal fees and expenses of Farrell Fritz, P.C.; Levy Ratner, P.C.; Dan Akins; MAEVA Group, LLC and Cheiron. The total of more than $2 million in fees and expenses was incurred by the IBT in connection with the Chapter 11 proceeding. About Global Aviation Global Aviation Holdings Inc., based in Peachtree City, Ga., is the parent company of North American Airlines and World Airways. Global is the largest commercial provider of charter air transportation for the U.S. military, and a major provider of worldwide commercial global passenger and cargo air transportation services. North American Airlines, founded in 1989 and based in Jamaica, N.Y., operates passenger charter flights using B757-200ER and B767-300ER aircraft. World Airways, founded in 1948 and based in Peachtree City, Ga., operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. Global Aviation, along with affiliates, filed Chapter 11 petitions (Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012. Global's lead counsel in connection with the restructuring is Kirkland & Ellis LLP and its financial advisor is Rothschild. Kurtzman Carson Consultants LLC is the claims agent. The Debtors disclosed $589.8 million in assets and $493.2 million in liabilities as of Dec. 31, 2011. Liabilities include $146.5 million on 14% first-lien secured notes and $98.1 million on a second-lien term loan. Wells Fargo Bank NA is agent for both. Global said it will use Chapter 11 to shed 16 of 30 aircraft. In addition, Global said it will use Chapter 11 to negotiate new collective bargaining agreements with its unions and deal with liabilities on multi-employer pension plans. On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven member official committee of unsecured creditors in the case. The Committee tapped Lowenstein Sandler PC as its counsel, and Imperial Capital, LLC as its financial advisor. GML ENTERPRISES: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: G.M.L., Enterprises, LLC 1500 N. Stephenson Highway Royal Oak, MI 48067 Bankruptcy Case No.: 12-66116 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Michael P. DiLaura, Esq. MIKE DILAURA & ASSOCIATES, PC 105 Cass Avenue Mt. Clemens, MI 48043 Tel: (586) 468-5600 Fax: (586) 465-9113 E-mail: miked@mikedlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its six unsecured creditors is available for free at: http://bankrupt.com/misc/mieb12-66116.pdf The petition was signed by George Leichtweis, owner. GREAT BASIN: Engages Alvarez & Marsal as Part of Restructuring -------------------------------------------------------------- Great Basin Gold Ltd. disclosed that Alvarez & Marsal Canada ULC, an affiliate of a leading international professional services and restructuring firm, has been engaged by the Company and its Nevada subsidiaries. As part of this engagement Mr. Ray Dombrowski and Mr. Peter Gibson have been appointed to serve as CEO and CFO of the Company and its Nevada subsidiaries effective immediately. Both Messrs. Dombrowski and Gibson have extensive experience in managing companies which are in insolvency proceedings. In conjunction with the appointments, Mr. Lou van Vuuren has resigned as interim-CEO and director of the Company, effective immediately, but will continue to make himself available to assist the transition on a consulting basis. About Great Basin Gold Great Basin Gold Ltd. is incorporated under the laws of the Province of British Columbia and its registered address is 1108- 1030 West Georgia Street, in Vancouver BC, Canada. Great Basin Gold Ltd., including its subsidiaries is a mineral exploration and development company with two operating assets, both in the production build-up phase, the Hollister Project on the Carlin Trend in Nevada, U.S.A, and the Burnstone Project in the Witwatersrand Goldfields in South Africa. Over and above the exploration being conducted at the above mentioned properties, greenfields exploration is being undertaken in Tanzania and Mozambique. On Sept. 18, 2012, Great Basin Gold Ltd. announced that its principal South African subsidiary, Southgold Exploration (Pty) Ltd., owner of the Burnstone mine, filed for protection under the South African business rescue ("BR") procedures. On Sept. 19, 2012, the Company made a Companies Creditors Arrangement Act (Vancouver Registry 126583) following the business rescue proceedings for the Burnstone mine that commenced Sept. 14, 2012, as a result of the termination of all development and production activities at the mine on Sept. 11, 2012. CCAA is a Canadian insolvency statute which will allow the Company a period of time to seek buyers and partners for its two gold mining projects and/or corporate level financiers in an effort to restructure the Company. Operating and development activities were suspended at the Burnstone mine in early September 2012 which created a default under the loan agreement. Term loan 1 will be restructured or settled under the Business rescue proceedings of the South African subsidiary owing title to the Burnstone mine as well as the CCAA filing by the Company. As a result of the default the outstanding amounts have been disclosed as current. GULFCOAST IRREVOCABLE: Court Says Puerto Rico Improper Case Venue ----------------------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte ruled that Puerto Rico is an improper venue for the Chapter 11 cases of Gulfcoast Irrevocable Trust I and its affiliated trusts. Judge Lamoutte, however, declined to transfer the cases to the Middle District of Florida, Tampa Division, upon the behest of the Federal Deposit Insurance Corporation, as receiver for Westernbank Puerto Rico, until the Court has resolved the FDIC's request to dismiss the Debtors' cases. Both the FDIC-R and the Debtors agree that the proper venue of these cases lies in the place which constitutes their principal place of business. The FDIC-R contends that the Debtors' principal place of business is in Clearwater, Florida, as there is where the trustee resides and where most decisions are made. The Debtors take the position that the principal place of business is in Puerto Rico as that is where their affiliates operate. Judge Lamoutte noted that "Courts differ on how to determine the debtor's principal place of business. Many courts have held that the principal place of business is determined by using the `major business decisions' test and not the `operational' test. The former focuses on the place where the major decisions affecting the debtor's business are made, and the latter focuses on where the debtor's day-to-day business is conducted," Judge Lamoutte said, citing Hon. Nancy C. Dreher and Hon. Joan Feeney, Bankruptcy Law Manual Sec.2:35 (5th ed. 2012). According to Judge Lamoutte, in the Trusts' cases, the decisions are made in Clearwater, Florida; and the monthly reports of operation do not reflect any significant operation. Therefore, under either test, Clearwater, Florida, is the principal place of business. "The court concludes that the petitions were filed in an improper venue. However, the final determination as to whether the same should be transferred to the U.S. Bankruptcy Court for the Middle District of florida, Tampa Division, is held in abeyance until a final determination is made on the FDIC-R's motion to dismiss," Judge Lamoutte held in in a Nov. 30, 2012 Opinion and Order available at http://is.gd/sW2Nv5from Leagle.com. About Gulfcoast Irrevocable Trust Three business trusts owned by Michael J. Scarfia filed for Chapter 11 protection in Old San Juan, Puerto, Rico on Aug. 10, 2012. Gulfcoast Irrevocable Trust I (Case No. 12-06338) serves as the holding company and own 100% of the shares of Gibraltar Construction Company, Inc., Gibraltar Development Corp., and Gulfcoast Contractors, Inc. Gulfcoast Irrevocable Trust XIV (Case No. 12-06339) serves as holding company and owns 50% of the shares of Yasscar Caguas Development, Corp. and Yasscar Development, Corp. Gulfcoast Irrevocable Trust XIX (Case No. 12-06340) is the holding company and owns 49.5% of the shares of JM Ponce III, LP, S.E. The corporations owned by the Debtors, as a holding company and owner of shares, do business in Puerto Rico. The Debtors as a separate legal entity are not actually operating as a business as their monthly report of operations on file show no or minimal expenses or cash flow. The Trusts are merely holding companies of affiliates operating in Puerto Rico. Gulfcoast Irrevocable Trust I estimated under $10 million in assets but more than $100 million in debts in its bare-bones Chapter 11 petition. An affiliate, Sabana Del Palmar, Inc., which owns Mirabella Village & Club, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-06177) on Aug. 5, 2012. GULFCOAST IRREVOCABLE: Court Defers Ruling on FDIC's Dismissal Bid ------------------------------------------------------------------ Bankruptcy Judge Enrique S. Lamoutte deferred ruling on the request of the Federal Deposit Insurance Corporation, as receiver for Westernbank Puerto Rico, to dismiss the Chapter 11 cases of Gulfcoast Irrevocable Trust I and two affiliated trusts FDIC-R argues the debtors are not valid business trusts and are, thus, not authorized to file a bankruptcy petition. The debtors opposed, alleging that they meet the flexible criteria required to be considered a business trust. Judge Lamoutte said the fact that the Debtors may own the total or a percentage of shares in corporations that have filed for or may be eligible to file a bankruptcy petition does not mean that the Trusts, as holders of the shares, are themselves eligible to file a bankruptcy petition. Notwithstanding, as argued by the debtors, a determination that a trust is or is not a business trust is fact specific and must be based on the totality of the circumstances. Consequently, the Court said FDIC-R has met its initial burden of showing that the trusts are not business trusts based on a reading of the trust agreements. However, the Debtors should be afforded an opportunity to present evidence to the contrary. "At this time the court will not schedule an evidentiary hearing. The court orders the Debtors to file a memorandum detailing what are the facts it would present to rebut the conclusion that debtors are not business trusts. Each factual proffer must include a sworn statement summarizing the testimony of an identified witness or a document in support thereof. ebtors shall file their memorandum and proffer of evidence within 21 days. FDIC-R shall reply within 14 days thereafter," Judge Lamoutte said. "The court may schedule an actual hearing if the duly supported factual proffers so warrant." A copy of Judge Lamoutte's Nov. 30, 2012 Opinion and Order is available at http://is.gd/CPV8nBfrom Leagle.com. About Gulfcoast Irrevocable Trust Three business trusts owned by Michael J. Scarfia filed for Chapter 11 protection in Old San Juan, Puerto, Rico on Aug. 10, 2012. Gulfcoast Irrevocable Trust I (Case No. 12-06338) serves as the holding company and own 100% of the shares of Gibraltar Construction Company, Inc., Gibraltar Development Corp., and Gulfcoast Contractors, Inc. Gulfcoast Irrevocable Trust XIV (Case No. 12-06339) serves as holding company and owns 50% of the shares of Yasscar Caguas Development, Corp. and Yasscar Development, Corp. Gulfcoast Irrevocable Trust XIX (Case No. 12-06340) is the holding company and owns 49.5% of the shares of JM Ponce III, LP, S.E. The corporations owned by the Debtors, as a holding company and owner of shares, do business in Puerto Rico. The Debtors as a separate legal entity are not actually operating as a business as their monthly report of operations on file show no or minimal expenses or cash flow. The Trusts are merely holding companies of affiliates operating in Puerto Rico. Gulfcoast Irrevocable Trust estimated under $10 million in assets but more than $100 million in debts in its bare-bones Chapter 11 petition. An affiliate, Sabana Del Palmar, Inc., which owns Mirabella Village & Club, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-06177) on Aug. 5, 2012. H&M OIL: Hiring Russell K. Hall as Valuation Experts ---------------------------------------------------- H&M Oil & Gas, LLC, and Anglo-American Petroleum Corporation seek to hire Russell K. Hall and Associates, Inc., as valuation experts nunc pro tunc as of Oct. 1, 2012, to provide various professional services, including but not limited to: -- advising Debtors as to the valuation of Debtors' oil and gas properties and assets for the purpose of preparing and confirming the Debtors' plan; and -- responding to any objections thereto, and providing testimony before the Court in connection with confirmation of Debtors' plan. The firm will use reasonable efforts to coordinate with Debtors' other retained professionals to avoid unnecessary duplication of services. The hourly rates of the firm's personnel are: Petroleum Engineers $375 for evaluation work $750 for testimony Engineering Assistants $160 Administrative Assistants $60 To the best of the Debtors' knowledge, the firm is a "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About H&M Oil H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on April 30, 2012. Another entity, Anglo-American Petroleum Corp. (Case No. 12-32786) simultaneously filed for Chapter 11. H&M Oil disclosed $297,119,773 in assets and $77,463,479 in liabilities as of the Chapter 11 filing. H&M Oil & Gas is an oil and gas production and development company. H&M, through its operating company, H&M Resources LLC, is focused on developing its leases in the Permian basin and Texas panhandle. Dallas, Texas-based Anglo-American Petroleum -- http://www.angloamericanpetroleum.com/-- is the holding corporation for H&M Oil. Judge Barbara J. Houser presides over the case. The Debtors are represented by Keith William Harvey, Esq., at Anderson Tobin PLLC, in Dallas. Lain Faulkner & Co., PC, serves as financial adviser. Prospect Capital Corporation, the Debtors' lone secured creditor, is represented in the case by Timothy A. Davidson II, Esq., and Joseph P. Rovira, Esq., at Andrews Kurth LLP. The U.S. Trustee has not appointed a creditors' committee. The Debtor's Plan dated Oct. 12, 2012, is designed to pay lender Prospect Capital Corp. by delivery of crude oil rather than cash. HAWKER BEECHCRAFT: Files Amended Chapter 11 Plan ------------------------------------------------ BankruptcyData.com reports that Hawker Beechcraft Acquisition Company filed with the U.S. Bankruptcy Court an Amended Chapter 11 Plan and related Disclosure Statement. According to the Disclosure Statement, The Plan will implement the restructuring transactions contemplated by the Restructuring Support Agreement, which contemplates, among other things: (a) a debt-for-equity exchange under which Holders of Allowed Senior Credit Facility Claims will receive 81.1% of the New Common Stock of Reorganized HBI (subject to dilution by the Management Equity Incentive Plan) (and, after taking into account their recovery on account of the Allowed Senior Credit Facility Deficiency Claims, Holders of Allowed Senior Secured Credit Facility Claims will receive 86% of the New Common Stock of Reorganized HBI (subject to dilution by the Management Equity Incentive Plan)) and Holders of Allowed Senior Notes Claims, Allowed Subordinated Notes Claims, Allowed General Unsecured Claims (which includes Senior Credit Facility Deficiency Claims), and Allowed PBGC Unsecured Claims will receive 18.9% of the New Common Stock of Reorganized HBI (subject to dilution by the Management Equity Incentive Plan) as soon as practicable after the Effective Date, which distributions may be made on multiple distribution dates, and (b) entry into new credit facilities (collectively, the 'Exit Facility') pursuant to agreements to be executed on or before and subject to the occurrence of the Effective Date, including any agreements, amendments, supplements, or documents related thereto, the form and substance of which are reasonably satisfactory to the Debtors, the Exit Facility Agent, and the lenders party thereto unless otherwise ordered by the Bankruptcy Court. The Debtors will make distributions as soon as practicable on or after the Effective Date. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. The Committee's financial advisor is FTI Consulting, Inc. On June 30, 2012, Hawker filed its Plan, which proposed to eliminate $2.5 billion in debt and $125 million of annual cash interest expense. The plan would give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. In July 2012, Hawker disclosed it was in exclusive talks with China's Superior Aviation Beijing Co. for the purchase of Hawker's corporate jet and propeller plane operations out of bankruptcy for $1.79 billion. In October 2012, Hawker unveiled that those talks have collapsed amid concerns a deal with Superior wouldn't pass muster with a U.S. government panel and other cross-cultural complications. Sources told The Wall Street Journal that Superior encountered difficulties separating Hawker's defense business from those units in a way that would make both sides comfortable the deal would get U.S. government clearance. The sources told WJS the defense operations were integrated in various ways with Hawker's civilian businesses, especially the propeller plane unit, in ways that proved difficult to untangle. Thereafter, Hawker said it intends to emerge from bankruptcy as an independent company. On Oct. 29, 2012, Hawker filed a modified reorganization plan and disclosure materials. Hawker said the plan was supported by the official creditors' committee and by a "substantial majority" of holders of the senior credit and a majority of holders of senior notes. Hawker said it will either sell or close the jet-manufacturing business. The revised plan still offers 81.9% of the new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Holders of the senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 57.91 cents-on- the-dollar during the week ended Friday, Nov. 30, a drop of 0.38 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing 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. The loan is one of the biggest gainers and losers among 207 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, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. HAWKER BEECHRAFT: Indenture Trustee Says Plan Unconfirmable ----------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that Wilmington Trust NA, the trustee under a subordinated notes indenture with Hawker Beechcraft Inc., objected to the aircraft manufacturer's proposed reorganization plan, saying it violates subordinated noteholders' rights, illegally rewrites the parties' contract and is "inherently unconfirmable." According to Bankruptcy Law360, the trustee filed a limited objection to the debtor's amended disclosure statement for its Chapter 11 plan, saying it ignores the plain language of the subordinated notes indenture by providing that common stock due to subordinated noteholders will go to holders of senior notes claims. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. The Committee's financial advisor is FTI Consulting, Inc. On June 30, 2012, Hawker filed its Plan, which proposed to eliminate $2.5 billion in debt and $125 million of annual cash interest expense. The plan would give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. In July 2012, Hawker disclosed it was in exclusive talks with China's Superior Aviation Beijing Co. for the purchase of Hawker's corporate jet and propeller plane operations out of bankruptcy for $1.79 billion. In October 2012, Hawker unveiled that those talks have collapsed amid concerns a deal with Superior wouldn't pass muster with a U.S. government panel and other cross-cultural complications. Sources told The Wall Street Journal that Superior encountered difficulties separating Hawker's defense business from those units in a way that would make both sides comfortable the deal would get U.S. government clearance. The sources told WJS the defense operations were integrated in various ways with Hawker's civilian businesses, especially the propeller plane unit, in ways that proved difficult to untangle. Thereafter, Hawker said it intends to emerge from bankruptcy as an independent company. On Oct. 29, 2012, Hawker filed a modified reorganization plan and disclosure materials. Hawker said the plan was supported by the official creditors' committee and by a "substantial majority" of holders of the senior credit and a majority of holders of senior notes. Hawker said it will either sell or close the jet-manufacturing business. The revised plan still offers 81.9% of the new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Holders of the senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. HCA INC: Moody's Rates $1-Bil Senior Unsecured Notes 'B3' --------------------------------------------------------- Moody's Investors Service assigned a B3 (LGD 6, 95%) rating to the proposed offering of $1.0 billion of senior unsecured notes due 2021 by HCA Holdings Inc.'s, the parent holding company of HCA, Inc. (collectively HCA) Moody's understands that the proceeds of the offerings will be used to fund a dividend to shareholders of $2.00 per share. Moody's also assigned a Ba3 (LGD 3, 34%) rating to HCA's recently amended revolving credit facility expiring 2016. HCA's B1 Corporate Family and Probability of Default Ratings remain unchanged. While the proposed debt issuance is a credit negative because it will fund the third return of capital to shareholders this year, the incremental increase in leverage is expected to be modest. The outlook for the ratings is stable. Moody's rating actions are summarized below. Ratings assigned: HCA Holdings, Inc. Senior unsecured notes due 2021, B3 (LGD 6, 95%) HCA, Inc. Senior secured revolving credit facility expiring 2016, Ba3 (LGD 3, 34%) Ratings unchanged/LGD assessments revised: HCA, Inc. Corporate Family Rating, B1 Probability of Default Rating, B1 ABL revolver expiring 2016, Ba1 (LGD 1, 2%) Senior secured term loan A-2 due 2016, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) Senior secured term loan A-3 due 2016, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) Senior secured term loan B-1 due 2013, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) Senior secured term loan B-2 due 2017, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) Senior secured term loan B-3 due 2018, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) Euro term loan due 2013, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) 8.5% first lien secured notes due 2019, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) 7.875% first lien secured notes due 2020, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) 7.25% first lien secured notes due 2020, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) 6.5% first lien secured notes due 2020, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) 5.875% first lien secured notes due 2022, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) 4.750% first lien notes due 2023, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%) 9.875% second lien notes due 2017, to B2 (LGD 4, 68%) from B2 (LGD 5, 70%) Senior unsecured notes (various), to B3 (LGD 5, 84%) from B3 (LGD 5, 86%) Speculative Grade Liquidity Rating, SGL-2 First lien senior secured shelf, (P)Ba3 Senior unsecured shelf, (P)B3 HCA Holdings, Inc. 7.75% senior unsecured notes due 2021, to B3 (LGD 6, 95%) from B3 (LGD 6, 96%) Ratings withdrawn: HCA, Inc. Revolving credit facility expiring 2015, Ba3 (LGD 3, 35%) RATINGS RATIONALE HCA's B1 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with significant leverage. Furthermore, HCA has large debt maturities in future periods, although the company has continued to make progress to push those maturities out. The rating also reflects Moody's consideration of HCA's scale and position as the largest for-profit hospital operator, which should aid in the company's ability to weather industry pressures and benefit in providing access to resources needed in adapting to changes in the sector brought on by healthcare reform legislation. Given the aggressive financial policy of the company and private equity sponsorship of HCA, Moody's would have to become more comfortable that the company will maintain a conservative financial profile, consistent with that expected of the Ba3 rating, prior to it considering an upgrade of the rating to that level. Additionally, Moody's would have to expect a continuation of positive operating trends such that the company is able to grow earnings or repay debt so that debt to EBITDA is expected to be maintained below 4.5 times. If the company experiences a deterioration of operating trends, for example, negative trends in same-facility adjusted admissions or same-facility revenue per adjusted admission, Moody's could downgrade the rating. Additionally, Moody's could downgrade the ratings if the company were to incur additional debt to fund shareholder distributions or acquisitions so that it expects adjusted debt to EBITDA to be sustained above 5.0 times. The principal methodology used in rating HCA was the Global Healthcare Service Providers Industry Methodology published in December 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. Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company with 162 hospitals owned and operated by its subsidiaries as of September 30, 2012. For the twelve months ended June 30, 2012, the company recognized revenue in excess of $35.0 billion before consideration of the provision for doubtful accounts. HCA HOLDINGS: S&P Assigns 'B-' Rating on $1B Sr. Unsecured Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' issue-level rating (two notches lower than the 'B+' corporate credit rating on the company) to the proposed $1 billion senior unsecured notes issued by HCA Holdings Inc., due in eight to 10 years. HCA Holdings Inc. is HCA Inc.'s holding company. "We also assigned the notes a recovery rating of '6', indicating our expectation of negligible (0 to 10%) recovery for lenders in the event of a payment default. HCA will use the proceeds to fund another special shareholder dividend," S&P said. "The corporate credit rating on HCA Inc. is 'B+'; our rating outlook is stable. The rating reflects the company's uncertain prospects for third-party reimbursement, its highly leveraged financial risk profile, and its historically aggressive financial policies. Debt to EBITDA is about 4.6x. We expect low-mid single digit organic revenue growth. For 2013, we expect the absence of one-time adjustments and reimbursement pressure to cause HCA's EBITDA margin to fall about 100 basis points. Other factors in this estimation include our expectation for low-single-digit increases in same-facility adjusted patient admissions and low- single-digit increases in net revenue per admission. These estimates are consistent with current trends," S&P said. "We expect leverage to be in the high-4x to 5x range. This includes our belief HCA will continue to pay large shareholder dividends or conduct share repurchases in an amount that will exceed its free cash flow generation, suggesting debt outstanding will increase. We expect any acquisition activity to increase debt further," S&P said. "Still, the company's relatively diversified portfolio of 162 hospitals and approximately 112 ambulatory surgery centers, generally favorable positions in its competitive markets, and experienced management team partially mitigate these risks and contribute to our assessment that HCA has a 'fair' business risk profile. These factors help protect the company from conditions that confront several of its far smaller peers," S&P said. RATING LIST HCA Inc. Corporate Credit Rating B+/Stable/-- Rating Assigned HCA Holdings Inc. (borrower) $1 bil. sr unsecured notes B- Recovery Rating 6 HEALTH MANAGEMENT: Moody's Says 60 Minutes Segment Credit Neg. -------------------------------------------------------------- Moody's Investors Service commented that issues raised in a segment of 60 Minutes in relation to Health Management Associates, Inc. (HMA) could result in negative credit implications but the ratings, including the B1 Corporate Family and Probability of Default Ratings remain unchanged. The opinions expressed regarding admission practices in the company's emergency departments have been publicly disputed by HMA. The principal methodology used in rating Health Management Associates, Inc. was the Global Healthcare Service Providers Industry Methodology published in December 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. Headquartered in Naples, Florida, Health Management Associates, Inc. (Health Management) is an owner and operator of acute-care hospitals in non-urban settings. The company provides inpatient services such as general surgery, orthopedics and cardiology as well as outpatient services such as laboratory, imaging and emergency services. In addition, some facilities also offer specialty services such as open heart surgery, robotic surgery and MRI scanning. As of September 30 2012, the company operated 70 hospitals in 15 states and recognized approximately $6.62 billion in revenue, before considering the provision for bad debt, for the twelve months ended September 30, 2012. HEARTLAND MEMORIAL: McGuireWoods Wants Malpractice Suit Dismissed ----------------------------------------------------------------- Max Stendahl at Bankruptcy Law360 reports that McGuireWoods LLP on Tuesday pressed an Indiana federal judge to dismiss Heartland Memorial Hospital LLC's malpractice suit stemming from a leveraged buyout, arguing the complaint was nearly identical to one previously dismissed on the grounds that the firm had never agreed to represent the hospital. U.S. District Judge Philip P. Simon on Sept. 11 tossed the original complaint by Heartland Memorial trustee David Abrams, saying there was no evidence McGuireWoods had formed a direct attorney-client relationship with the hospital, says Bankruptcy Law360. In January 2007, creditors filed an involuntary Chapter 7 petition against Heartland Memorial Hospital, LLC. On March 2, 2007, the bankruptcy court granted relief against the Debtor and converted the case to Chapter 11. On Nov. 19, 2008, the bankruptcy court confirmed the Debtor's liquidating plan of reorganization and appointed David Abrams, as liquidating trustee. HECKMANN CORP: Moody's Upgrades CFR to 'B2'; Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family and Probability of Default ratings of Heckmann Corporation. to B2 from B3 based on the improved credit and business profile following the recently closed merger with Badlands Power Fuels LLC. Moody's also raised the rating on the $250 million 9.875% senior unsecured notes due 2018 to B3 from Caa1 and affirmed the B3 rating on the $150 million 9.875% notes issued by Rough Rider Escrow Crop, Inc. which were assumed by Heckmann with close of the merger. The speculative grade liquidity rating (SGL) was raised to SGL2 from SGL3 indicating that liquidity is good. This action concludes Moody's review of Heckmann initiated on September 4, 2012, concurrent with the announcement of the Power Fuels merger. The ratings are consistent with Moody's expectations on October 24, 2012, when the acquisition debt was rated. The rating outlook is stable. Ratings: Heckmann Corporation Corporate Family Rating raised to B2 from B3 Probability of Default Rating raised to B2 from B3 $250 million 9.875% senior unsecured bonds due 2018 rating raised to B3/LGD5, 73% from Caa1-LGD4/65% $150 million 9.875% senior unsecured bond due 2018 rating affirmed at B3 with LGD-5, 73% compared to LGD-5, 72% previously Speculative Grade Liquidity Rating: raised to SGL2 from SGL3 RATINGS RATIONALE The B2 CFR and PDR ratings are driven by the improvement of the Company's financial and business profile with the Power Fuels merger. The use of about $372 million of equity, or about 57% of the Power Fuels purchase price, coupled with high Power Fuels margins, will drive down leverage from just under 5x (annualized Q3 2012 results) to 2.6x (annualized pro-forma Q3 2012), while revenue will increase to just over $700 million run rate from $360 million, and EBITDA margin will increase to 28% from 13%. The business will predominantly focus on water supply and removal/treatment of environmental waste products for exploration and production companies operating in the onshore unconventional energy plays. The addition of Power Fuels's operations in the Bakken Shale region in the US north complements Heckmann's footprint in the US Northeast, Southeast, and Southcentral. Power Fuels enjoys first mover advantage in the Bakken having built out support infrastructure for its field workers, an asset in short supply in this area, leading to strong margins. Still, Moody's views cautiously the near term outlook for the entire onshore oilfield service industry, noting prevalent weakness reported by service providers operating across the US. Collection and recycling of used motor oil, the Company's remaining business, has been steadier in recent quarters with demand driven by the relative price discount to new oil. The ratings are constrained by the Heckmann's narrow focus in a generally competitive sub-sector within the environmental services business, the volatility of US energy drilling activity, merger integration risk, and acquisitive track record. The $150 million bonds due 2018 were issued by Rough Rider Escrow, Inc. but were assumed by Heckmann Corporation concurrent to the close of the Power Fuels' merger. Heckmann's liquidity is good after the merger, with about $175 million available under the $325 million revolver, internal cash flow expected to cover maintenance and growth capex, and minimal annual debt amortization (under $5 million), and comfortable room under the revolver's covenants. Moody's expectation for additional acquisitions over the forecast period combined with the Company's short operating history limit near term upward rating momentum. Further out, maintenance of leverage close to 2.0x and EBIT coverage over 5x, successful integration of the businesses acquired since the start of 2012, and establishment of the new management's track record, could lead to positive ratings momentum. Leverage increasing over 3x, EBIT interest coverage deteriorating below 2.5x, and break even cash flow could lead to negative ratings momentum. The principal methodology used in rating Heckmann Corporation was the Global Business & Consumer Service Industry 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. Scottsdale, AZ, based Heckmann Corporation provides environmental water solutions to onshore oil and gas exploration and production companies operating in the major unconventional shale plays in the United States. The Company also collects and re-processes used motor oil in the western US states. Pro-forma for the Company's completed and expected acquisitions, LTM September 30, 2012 revenue was just over $700 million. HELLAS TELECOMMUNICATIONS: Faces Suits Over $455MM in Unpaid Notes ------------------------------------------------------------------ Carolina Bolado at Bankruptcy Law360 reports that creditors on Thursday hit Hellas Telecommunications Sarl with two suits in New York federal court seeking EUR351 million ($455 million) owed on notes they say Hellas' private-equity owners profited from after acquiring the telecom and allegedly driving it into insolvency. About Hellas Telecommunications In February 2007, Hellas Telecommunications was purchased from TPG Capital LP and Apax Partners by the Italian telecommunications giant Weather Group. The Company later suffered liquidity problems and commenced administration proceedings in the U.K. in November 2009. The administrators sold 100% of the shares of Wind Hellas to the existing owners, the Weather Group. An order placing the Company into liquidation was entered on Dec. 1, 2011. Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators petitioned for the Chapter 15 protection for the Company (Bankr. S.D. N.Y. Case No. 12-10631) on Feb. 16, 2012. Bankruptcy Judge Martin Glenn presides over the case. The Debtor estimated assets and debts of more than $100,000,000. The Debtor did not file a list of creditors together with its petition. The petitioners are represented by Howard Seife, Esq., at Chadbourne & Parke LLP. HILEX POLY: Moody's Withdraws 'B3' CFR After Wind Point Deal ------------------------------------------------------------ Moody's Investors Service has withdrawn all ratings for Hilex Poly Co LLC following its disclosure that it had been acquired by a Chicago-based private equity firm Wind Point Partners. Hilex disclosed that its senior secured term loan due 2015 (approximately $107 million outstanding) has been paid off as part of the acquisition. The company has no public or rated debt outstanding. The following ratings were withdrawn: Corporate Family Rating, B3 Probability of Default Rating, B3 $135 million ($107 million outstanding) Senior Secured Term Loan due 11/19/2015, B3 (LGD 4-58%) The outlook is changed to withdrawn from stable. RATINGS RATIONALE The principal methodology used in rating Hilex was the Global Packaging Manufacturers: Metal, Glass, and Plastic Containers Industry Methodology published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. HOMER CITY: Moody's Assigns '(P)Caa1' Rating to Sr. Sec. Notes -------------------------------------------------------------- Moody's Investors Service has assigned a provisional (P)Caa1 rating to Homer City Generation's (Homer City or Project) $640 million of senior secured notes. The outlook is stable. Moody's understands that the senior secured notes will be issued to Homer City Funding LLC's senior secured creditors in exchange for Homer City Funding's senior secured notes as part of the reorganization plan contemplated for the bankruptcy of Homer City Funding LLC. At emergence, the total amount of indebtedness effectively encumbering the project asset remains the same. The provisional ratings are assigned pending the borrower's emergence from its prepackaged bankruptcy, which is expected in December 2012, and the closing of the proposed financing. Ratings Rationale The (P)Caa1 rating on Homer City's senior secured notes considers the Project's expected emergence from bankruptcy with no reduction in debt, full merchant energy exposure, and ability of the owner, an affiliate of General Electric Capital Corporation (GECC) to terminate the construction of the new flue gas desulfurization (FGD) equipment on Units 1 & 2 of Homer City at its discretion. The project's credit quality is also negatively affected by expected debt service coverage ratios that are less than 1.0 times in two of the next three years under management's base case, a history of operating problems, diminished competitive position in a challenging market environment, and limited project finance protections. The Caa1 rating further recognizes that an affiliate of Edison Mission Energy (EME: Ca negative) will act as energy manager for Homer City upon its planned emergence from bankruptcy. The rating also acknowledges the considerable expected equity contribution of around $700 million to $750 million by a GECC affiliate to fund construction costs for new FGD equipment on Units 1 & 2, access to relatively attractive markets in PJM, and existing cash balance at the project of around $85 million at September 30, 2012. This investment by the GECC affiliate enhances recovery prospects for senior secured Homer City creditors. Additional considerations in assigning the rating include the known capacity prices through May 2016, NRG Energy, Inc.'s (NRG) expected role as operations and maintenance (O&M) provider, and a $75 million uncommitted revolving credit facility provided by GECC. Moody's recognizes that a payment default on the senior secured notes should not occur before the first mandatory debt service payment on October 1, 2014 as the restructuring agreements defers principal payments during this period with the project having a payment in kind (PIK) feature for interest payments. While this greatly reduces default risk over the next 21 months, the debt balance at Homer City is likely to increase by $111 million to $751 million from $640 million, a 17% increase based on the terms of the restructuring agreement, if the project utilizes its PIK feature. The higher debt balance also incorporates the deferred October 1, 2012 payment. Key Credit Strengths - An affiliate of GECC is expected to fund the cost of emissions control equipment and at least a portion of related improvements estimated at a sizeable $700 million to $750 million for Homer City Unit 1 & 2, enhancing recovery prospects for creditors. - The Project had approximately $85 million in cash at the end of September 2012. - The Project is located in a relatively attractive market in PJM. - The $75 million uncommitted working capital facility provides incremental liquidity albeit any funding is at the sole discretion of GECC. - NRG, an operator of multiple coal fired plants, is expected to serve as O&M operator for the project. - The project's capacity revenues represent a stable source of revenues through May 2016. - Partial project finance features exist including 1st lien on assets (except inventory & receivables) and limitation of indebtedness. - Terms of the restructuring agreement substantially reduces payment default risk for the next 21 months, a period when substantial required environmentally related capital investment will occur. Key Credit Weaknesses - Other than the capacity revenues in place through May 2016, Homer City has no meaningful energy hedges, thereby additional substantial volatility to cash flows. - The project's competitive position has been severely weakened given low natural gas prices and higher coal prices as demonstrated by minimal gross energy margin for the first nine months of 2012. - The debt balance at emergence from bankruptcy is unchanged and is expected to increase by 17% to $751 million from $640 million under the terms of the restructuring agreement if the interest PIK feature is utilized. - The Project's financial resiliency is low with a forecasted debt service coverage ratio of less than 1.0x in two of the next three years under the management's case. - History of operational problems resulted in availability averaging around 80% and forced outage rate of 11% from 2009 through 2011. - Project cash can be used to fund balance of plant improvements and while unlikely, GECC has the sole discretion to terminate at any time the construction of the FGD equipment for Unit 1 & 2. - Edison Mission Marketing and Trading, a subsidiary of EME, serves as energy manager. On November 15th, EME announced that it had not made required interest payments on three series of unsecured debt. - Project finance structure contains weaknesses such as no upfront funding of the debt service reserve, no cash flow waterfall, limited backward only looking distribution test, bondholders' second lien on inventory and receivables, and various broad exceptions to the change of control restriction. Homer City's stable outlook reflects the expected large investment by GECC and the expectation that the FGD will be built on time and on budget. The stable outlook further considers the reduced prospects for payment default occurring during the next 21 months given the terms of the restructuring, which defers principal repayments and gives Homer City the ability to PIK interest expense. In light of the challenging power market, the likely increase in total indebtedness at Homer City, and the ongoing construction of the required FGDs, limited prospects exist for a rating upgrade in the near term. Positive trends that could lead to an upgrade include completion of the FGD for Units 1 & 2, implementation of a meaningful energy hedging program, and if debt service coverage ratio can exceed 1.1 times on a sustained basis. The rating could be downgraded if the Project does not build the FGD, if the $75 million working capital facility is no longer available or if GECC substantially sells off its interest in the project. The ratings are predicated upon final documentation in accordance with Moody's current understanding of the transaction and debtor's emergence from bankruptcy. Homer City Generation, an affiliate of GECC, is a special purpose company that is expected to own a 1,884 MW coal-fired plant in Homer City, PA. Homer City Generation is expected to obtain the economic benefit and majority ownership of all the operating assets once the project completes its restructuring. The principal methodology used in this rating was Power Generation Projects published in December 2008. HORSHAM 410: Has OK to Hire Dimitri Karapelou as Bankr. Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has granted Horsham 410, LLC, authorization to employ Dimitri L. Karapelou, Esq., at the Law Offices of Dimitri L. Karapelou, LLC, as bankruptcy counsel. The Debtor assured the Court that the Karapelou firm (a) does not hold or represent an interest adverse to the estate, and (b) is a "disinterested person" pursuant to 11 U.S.C. Sec. 101(14). Horsham 410, LLC, owns and operates commercial real estate located at 410 Horsham Road, Horsham, Montgomery County, Pennsylvania. The Property is currently rented to two tenants under lease. Horsham 410 LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19941) in Philadelphia on Oct. 23, 2012. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million in assets and liabilities. Judge Jean K. FitzSimon presides over the case. HOSTESS BRANDS: 80+ Bidders Ink Confidentiality Agreements ---------------------------------------------------------- Jeff Bounds at Dallas Business Journal reports Hostess Brands has more than 80 bidders who have signed confidentiality agreements for its assets. According to the report, Hostess' CEO Gregory Rayburn, told the Dallas Morning News that Hostess plans to sell its assets, including its brands and property, free and clear liabilities in bankruptcy. The 82-year-old business plans to sign at least one stalking horse bidder, which sets a minimum price in bidding, according to the Morning News account. The report says Hostess' assets could land more than $1 billion. The report relates the news came a day after the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union, as well as its pension board, asked the U.S. Bankruptcy Court to appoint a Chapter 11 bankruptcy trustee handle the business' liquidation. Maria Chutchian at Bankruptcy Law360 reports that Cookies & Sweets Bakeries on Monday asked the New York judge overseeing the Hostess Brands Inc. bankruptcy for a delay in the proceedings, becoming the latest company to announce its intention to purchase the fallen snack icon. Bankruptcy Law360 says Cookies & Sweets Bakeries filed a motion for a continuance in the U.S. Bankruptcy Court for the Southern District of New York, saying it plans to go public Dec. 8, at which time it will be able to offer its employees stock options and shares. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. DHostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands said it intends to retain approximately 3,200 employees to assist with the initial phase of the wind down. Employee headcount is expected to decrease by 94% within the first 16 weeks of the wind down. The entire process is expected to be completed in one year. INDIAN CAPITOL: Trustee May Recover $20K From Brewer Oil -------------------------------------------------------- Craig H. Dill, the trustee for the estate of Indian Capitol Distributing, Inc., sued Brewer Oil Co., which sold bulk gasoline and diesel to the Debtor pre-bankruptcy, to recover $217,975.86 as preferential transfers and preserve those transfers or their value for the estate. Brewer denied the allegations of liability and asserted affirmative defenses of contemporaneous exchange for new value, ordinary course of business between itself and Indian Capitol, ordinary business terms within the industry, and subsequent new value. In a Memorandum Opinion dated Nov. 30 available at http://is.gd/u6Bwqdfrom Leagle.com, Bankruptcy Judge James S. Starzynski ruled that the trustee has shown that the estate is entitled to avoid and recover for the estate $20,000 in preferential transfers for which no defense is available. The Court, therefore, entered judgment for the trustee in that amount, together with post-judgment interest at the federal rate. The case is CRAIG H. DILL, Plaintiff, v. BREWER OIL CO., Defendant, Adv. Proc. No. 11-01061 (Bankr. D. N.M.). Indian Capitol Distributing, Inc., filed a voluntary chapter 11 petition (Bankr. D. N.M. Case No. 09-11558) on April 14, 2009. Prior to filing and for a short time after, the business of Debtor and its owner/manager Michael Mataya was operating several gas station/convenience stores and a bulk plant in the Gallup, New Mexico area. Judge James S. Starzynski oversees the case. Bonnie Bassan Gandarilla, Esq., at Moore, Berkson & Gandarilla, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets, and $10 million to $50 million in debts. INDUSTRIAL ENTERPRISES: Suit Against Execs Survives Dismissal Bid ----------------------------------------------------------------- Bankruptcy Judge Brendan Linehan Shannon granted, in part, and denied, in part, motions to dismiss the complaint filed by Industrial Enterprises of America, Inc., against its former officiers and directors. The defendants seek dismissal of IEAM's Second Amended Complaint, which alleges the defendants were knowing participants in a massive fraud. Defendants John Mazzuto and James Margulies, former IEAM executives and the Mazzuto Scheme's ringleaders, have been convicted of numerous crimes and are now in prison. Judge Shannon noted the Complaint has shortcomings. However, the judge said IEAM is entitled to another opportunity to amend the Complaint, and gave it 45 days to file the amendment. "IEAM gets the benefit of the doubt at this stage, and the Complaint does not conjure a fraud out of thin air. Rather, IEAM alleges that the Defendants participated in a proven fraud. For a few claims and Defendants, the allegations are too thin or too late to reel in the Defendants. But despite the considerable number of mathematical errors, omissions, and inconsistencies pointed out by the Defendants' counsel, the Complaint presents a plausible and coherent central narrative," Judge Shannon said. The case is, Industrial Enterprises of America, Inc., Plaintiff, v. John Mazzuto, James Margulies, Jeffrey Levinson, Killeen & Associates, P.C., Crawford Shaw, M4 Capital LLC, Robert Casper, Jay 3 Corp., James Mazzuto, John Stefiuk, James Strupp, David Zazoff, ZA-Consulting LLC, Barry Margulis, Scott Margulis, Alan Berger, Mitch Seifert, Barry Honig, Lloyd Dohner, Lloyd Dohner d/b/a Donson Brooks Marketing, JG Capital, Inc., River Valley Inc. jointly and severally with Peter Vanucci, David Selmon, Steven Berger, Margulies & Levinson, Theresa Mazzuto, Berger Apple, Robert Dan Redmond, Computer Protech, Inc., Black Nickel, Inc., and Black Nickel Vision Fund LLC, Defendantsm Adv. Proc. No. 11-51880 (Bankr. D. Del.). A copy of the Court's Nov. 30, 2012 Opinion is available at http://is.gd/hGiuQbfrom Leagle.com. About Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. INSPIRATION BIOPHARMA: U.S. Trustee Forms 5-Member Creditors Panel ------------------------------------------------------------------ William K. Harrington, the U.S. Trustee for Region 1, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Inspiration Biopharmaceuticals, Inc. The Committee is comprised of: 1. Richard J. Jenny, Ph.D. Haematologic Technologies, Inc. 57 River Road, Unit 1021 Essex Junction, VT 05452 Tel: (802) 878-1777 Fax: (802) 878-1776 E-mail: rjenny@haemtech.net Creditor's counsel: Raymond J. Obuchowski, Esq. OBUCHOWSKI & EMENS-BUTLER P.O. Box 60, 1542 Vt. Rt. 107 Bethel, VT 05032 Tel: (802) 234-6244 Fax: (802) 234-6245 E-mail: ray@oeblaw.com 2. Rho, Inc. Rho Building 6330 Quadrangle Drive Chapel Hill, NC 27517 Tel: (919) 408-8000 Fax: (919) 408-0999 E-mail: Rho-Legal@Rhoworld.com Creditor's counsel: Charlie Reece, general counsel E-mail: Charlie_Reece@Rhoworld.com 3. Cato Research Ltd. c/o Linda Markus Daniels, Esq., chief legal officer 4364 South Alston Avenue Durham, NC 27713 Tel: (919) 361-2286 Fax: (919) 361-2290 E-mail: ldaniels@cato.com Creditor's counsel: Jeffrey D. Sternklar, Esq. DUANE MORRIS, LLP 100 High Street, Suite 2400 Boston, MA 02110 Tel: (857) 488-4200 Fax: (857) 488-4201 E-mail: jdsternklar@duanemorris.com 4. Cambridge Biomarketing c/o Maureen Franco 245 First Street, 12th floor Cambridge, MA 02142 Tel: (617) 412-5430 Fax: (617) 225-0988 E-mail: mfranco@cambridgebmg.com 5. Indiana Hemophilia & Thrombosis Center c/o Chris Roberson Director of Compliance & Community Programs 8402 Harcourt Road, Suite 500 Indianapolis, IN 45260 Tel: (317) 871-0011 extn: 243 Fax: (317) 870-4544 E-Mail: croberson@IHTC.org About Inspiration Biopharmaceuticals Inspiration Biopharmaceuticals Inc. develops recombinant blood coagulation factor products for the treatment of hemophilia. Inspiration, based in Cambridge, Massachusetts, has two products in what the company calls "advanced clinical development." Two other products are in "pre-clinical development." None of the products can be marketed as yet. Inspiration filed for voluntary Chapter 11 reorganization (Bankr. D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston. Bankruptcy Judge William C. Hillman oversees the case. Mark Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the Debtor's Chief Restructuring Officers. The Debtor is represented by Harold B. Murphy of Murphy & King. It estimated assets of more than $100 million on its Chapter 11 petition. The petition shows assets and debt both exceed $100 million. Assets include patents, trademarks and the products in development. Liabilities include $195 million owing to Ipsen Pharma SAS, which is also a 15.5% shareholder. Ipsen is also owed $19.4 million in unsecured debt. There is another $12 million in unsecured claims. Ipsen is pledged to provide $18.3 million in financing. As part of its bankruptcy, Inspiration is seeking to sell its assets to a third party purchaser. Ipsen -- http://www.ipsen.com/ -- a global specialty driven pharmaceutical company, also has agreed to include its hemophilia assets in the sale process under certain conditions. Ipsen is represented by J. Eric Ivester, Esq., at Skadden Arps. The Official Committee of Unsecured Creditors tapped Jeffrey D. Sternklar and Duane Morris LLP as its counsel, and The Hawthorne Consulting Group, LLC as its financial advisor. INSPIRATION BIOPHARMA: Committee Taps Duane Morris as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Inspiration Biopharmaceuticals, Inc., asks the U.S. Bankruptcy Court for the District of Massachusetts for permission to retain Jeffrey D. Sternklar and Duane Morris LLP as its counsel. The hourly rates of Duane Morris personnel who will be working on the case are: Jeffrey D. Sternklar, partner $695 Paul D. Moore, Partner $695 Partners $395 - $945 Special Counsel and Counsel $300 - $960 Associates $235 - $550 Paralegals $135 - $350 About Inspiration Biopharmaceuticals Inspiration Biopharmaceuticals Inc. develops recombinant blood coagulation factor products for the treatment of hemophilia. Inspiration, based in Cambridge, Massachusetts, has two products in what the company calls "advanced clinical development." Two other products are in "pre-clinical development." None of the products can be marketed as yet. Inspiration filed for voluntary Chapter 11 reorganization (Bankr. D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston. Bankruptcy Judge William C. Hillman oversees the case. Mark Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the Debtor's Chief Restructuring Officers. The Debtor is represented by Harold B. Murphy of Murphy & King. It estimated assets of more than $100 million on its Chapter 11 petition. The petition shows assets and debt both exceed $100 million. Assets include patents, trademarks and the products in development. Liabilities include $195 million owing to Ipsen Pharma SAS, which is also a 15.5% shareholder. Ipsen is also owed $19.4 million in unsecured debt. There is another $12 million in unsecured claims. Ipsen is pledged to provide $18.3 million in financing. As part of its bankruptcy, Inspiration is seeking to sell its assets to a third party purchaser. Ipsen -- http://www.ipsen.com/ -- a global specialty driven pharmaceutical company, also has agreed to include its hemophilia assets in the sale process under certain conditions. Ipsen is represented by J. Eric Ivester, Esq., at Skadden Arps. The Official Committee of Unsecured Creditors tapped Jeffrey D. Sternklar and Duane Morris LLP as its counsel, and The Hawthorne Consulting Group, LLC as its financial advisor. INSPIRATION BIOPHARMA: Committee Taps Hawthorne as Fin'l Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Inspiration Biopharmaceuticals, Inc., asks the U.S. Bankruptcy Court for the District of Massachusetts for permission to retain The Hawthorne Consulting Group, LLC as its financial advisor. THG will, among other things: -- assist and advise the Committee in the analysis of the current financial position of the Debtor; -- attend and advise the meetings/calls with the Committee and its counsel and representatives of the Debtor and other parties; and -- assist and render expert testimony on behalf of the Committee as may be agreed by THG. The hourly rates of THG's personnel are: Donald Hawthorne $600 Martha E. M. Kopacz $550 Charles Grudzinzkas $600 William Bennett $550 Nancy Arnosti $500 Padric Kelley O'Brien $500 Berrett McGrath $500 Other Professionals $325 - $500 THG attests it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Inspiration Biopharmaceuticals Inspiration Biopharmaceuticals Inc. develops recombinant blood coagulation factor products for the treatment of hemophilia. Inspiration, based in Cambridge, Massachusetts, has two products in what the company calls "advanced clinical development." Two other products are in "pre-clinical development." None of the products can be marketed as yet. Inspiration filed for voluntary Chapter 11 reorganization (Bankr. D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston. Bankruptcy Judge William C. Hillman oversees the case. Mark Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the Debtor's Chief Restructuring Officers. The Debtor is represented by Harold B. Murphy of Murphy & King. It estimated assets of more than $100 million on its Chapter 11 petition. The petition shows assets and debt both exceed $100 million. Assets include patents, trademarks and the products in development. Liabilities include $195 million owing to Ipsen Pharma SAS, which is also a 15.5% shareholder. Ipsen is also owed $19.4 million in unsecured debt. There is another $12 million in unsecured claims. Ipsen is pledged to provide $18.3 million in financing. As part of its bankruptcy, Inspiration is seeking to sell its assets to a third party purchaser. Ipsen -- http://www.ipsen.com/ -- a global specialty driven pharmaceutical company, also has agreed to include its hemophilia assets in the sale process under certain conditions. Ipsen is represented by J. Eric Ivester, Esq., at Skadden Arps. The Official Committee of Unsecured Creditors tapped Jeffrey D. Sternklar and Duane Morris LLP as its counsel, and The Hawthorne Consulting Group, LLC as its financial advisor. INSPIRATION BIOPHARMA: Edwards Wildman OK'd as Special IP Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Inspiration Biopharmaceuticals, Inc., to employ Edwards Wildman Palmer as special intellectual property counsel. Edwards Wildman will, among other things: a) continue designing an ongoing and evolving intellectual property strategy for Debtor; b) continue development of the patent and trademark portfolio of the Debtor that takes into account the current interest and focus of the Debtor; and c) file new patent and trademark applications, as necessary, to ensure continued secure protection of Debtor's IP. The Debtor notes that Edwards Wildman asserted $237,928 against the Debtor for legal services rendered and expenses incurred on behalf of the Debtor prior to the Petition Date for which it has not been compensated. Edwards Wildman has asserted that it has a lien on the Debtor's intellectual property interests to secure repayment of the claim. To the best of the Debtor's knowledge, Edwards Wildman has not represented, nor does it now represent, any interest adverse to the Debtor with respect to the matters on which it is to be employed. In a separate ruling, the Court authorized the Debtor to employ Murphy & King, Professional Corporation as lead bankruptcy counsel. The Debtor also had won an extension, until Nov. 28, of its deadline to file schedules of assets and liabilities. About Inspiration Biopharmaceuticals Inspiration Biopharmaceuticals Inc. develops recombinant blood coagulation factor products for the treatment of hemophilia. Inspiration, based in Cambridge, Massachusetts, has two products in what the company calls "advanced clinical development." Two other products are in "pre-clinical development." None of the products can be marketed as yet. Inspiration filed for voluntary Chapter 11 reorganization (Bankr. D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston. Bankruptcy Judge William C. Hillman oversees the case. Mark Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the Debtor's Chief Restructuring Officers. The Debtor is represented by Harold B. Murphy of Murphy & King. It estimated assets of more than $100 million on its Chapter 11 petition. The petition shows assets and debt both exceed $100 million. Assets include patents, trademarks and the products in development. Liabilities include $195 million owing to Ipsen Pharma SAS, which is also a 15.5% shareholder. Ipsen is also owed $19.4 million in unsecured debt. There is another $12 million in unsecured claims. Ipsen is pledged to provide $18.3 million in financing. As part of its bankruptcy, Inspiration is seeking to sell its assets to a third party purchaser. Ipsen -- http://www.ipsen.com/ -- a global specialty driven pharmaceutical company, also has agreed to include its hemophilia assets in the sale process under certain conditions. Ipsen is represented by J. Eric Ivester, Esq., at Skadden Arps. The Official Committee of Unsecured Creditors tapped Jeffrey D. Sternklar and Duane Morris LLP as its counsel, and The Hawthorne Consulting Group, LLC as its financial advisor. INTERFAITH MEDICAL: Files Bankruptcy; Looks for State Guarantee --------------------------------------------------------------- Interfaith Medical Center filed for Chapter 11 bankruptcy on Sunday, Dec. 2, disclosing total assets of $142.4 million and liabilities of $341 million. Anemona Hartocollis, writing for The New York Times, reports Interfaith officials said Sunday they had no choice but to file for Chapter 11 bankruptcy reorganization, given the hospital's precarious financial situation. But they said the hospital had a better chance of surviving in the long term if the state would guarantee it about $20 million in what is known as debtor-in- possession financing to underwrite its operating costs during the reorganization. Interfaith operates a 287-bed hospital on Atlantic Avenue in Bedford-Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. Barbara Benson, writing for Crain's New York Business, reports that Interfaith's largest unsecured creditor is the Centers for Medicare & Medicaid Services, owed $16.1 million. Next is the Dormitory Authority of the State of New York, owed $12.2 million. A pension fund for nurses is listed as a $5.4 million unsecured creditor, and Local 1199 National Benefit Fund is owed $4 million. According to Crain's, the bankruptcy filing also lists total medical malpractice judgments of $9 million, as well as obligations under settled malpractice actions, payable over time, of another $22.5 million. Most of the cases relate to obstetrics and gynecology services that Interfaith no longer provides. Crain's also says the Dormitory Authority's latest loan to Interfaith was for $2 million in November 2011. That loan matures on January 1. The total principal owed to the state agency is $117.9 million. The Dormitory Authority also holds a secured claim for long-term debt of $123.8 million. The NY Times report notes Interfaith has been in and out of financial trouble for decades, with its survival dependent on infusions of state aid. In difficult economic times, however, the report notes Gov. Andrew M. Cuomo's administration has not indicated a willingness to continue bailing out failing hospitals. According to the NY Times, James Introne, Gov. Cuomo's deputy secretary for health, when asked on Friday about the possibility of an Interfaith bankruptcy filing, said he was not aware of it, but he said, "That's their decision, not ours." The NY Times recounts that a year ago, a Brooklyn work group of the governor's Medicaid Redesign Team, which was created to find savings in the hospital and health industry, recommended that Interfaith merge with two other Brooklyn hospitals, Wyckoff Heights Medical Center and Brooklyn Hospital. It suggested that Brooklyn Hospital, judged to be the most financially stable of the three, should take the lead. However, the NY Times continues, Nathan M. Barotz, the chairman of Interfaith's board of trustees, said a merger with another hospital without a guarantee of state aid would be tantamount to closing Interfaith. The NY Times also notes Wyckoff hospital dropped out of the merger plan this year, with trustees saying they feared that the merger would lead to a severe shrinking or a closing of the hospital. Wyckoff's new chief executive, Ramon Rodriguez, had served on the Brooklyn work group that recommended the three-way merger, but he later turned against it. INUVO(R) INC: Prepares Plan Submission to NYSE MKT -------------------------------------------------- Inuvo(R), Inc. disclosed that on Nov. 30, 2012 it received a notice from the NYSE MKT indicating that the company is not in compliance with one of the NYSE MKT's continued listing standards. Wally Ruiz, Inuvo's Chief Financial Officer, commented, "Although the Company's recent trends after merging with Vertro in March have been higher revenues, improved EBITDA and improved cash flow, the low balance of stockholders' equity that the company started with was difficult to overcome in the short run. As reported in the company's most recent Form 10-Q, stockholders' equity has dipped below the $6 million NYSE MKT threshold. We believe the positive trends in the business will enable us to meet the stockholders' equity requirement before the deadline and have prepared and will file a plan with the NYSE MKT which we anticipate will be satisfactory and accepted." The notice from the NYSE MKT indicated that the company is not in compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide, specifically, with stockholders' equity of less than $6,000,000 and net losses in its five most recent fiscal years. The company was afforded the opportunity to submit a plan of compliance to the NYSE MKT by Dec. 31, 2012 that demonstrates the company's ability to regain compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide by Dec. 2, 2013. If the company does not submit a plan, or if the plan is not accepted by the NYSE MKT, the Company will be subject to delisting procedures as set forth in Section 1010 and Part 12 of the NYSE MKT Company Guide. About Inuvo, Inc. Inuvo(R), Inc. -- http://www.inuvo.com/-- is an Internet marketing and technology company specialized in marketing browser- based consumer applications, managing networks of website publishers and operating specialty websites. JEDD LLC: Disclosure Statement Hearing Set for Jan. 10 ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Tennessee will convene a hearing on Jan. 10, 2013, at 9:30 a.m., to consider approval of the Disclosure Statement explaining Jedd LLC's Plan of Liquidation dated Oct. 18, 2012. As reported in the Troubled Company Reporter on Oct. 26, 2012, according to the explanatory disclosure statement, the Debtor will surrender or release collateral to each of its four secured creditors, and distribution of proceeds from the liquidation to priority claimants and then to non-insider creditors. The Debtor will transfer by deeds its parcels of real property to the secured creditors -- Clayton Bank and Trust, Peoples Bank and Trust Co., Progressive Savings Bank, and Union Bank -- not later than 18 months after the effective date. Under the Plan, only the scheduled non-insider unsecured creditors, who hold total claims of $306,105, would share any funds remaining after the administrative and priority claims totaling $143,727 are paid. Membership interests in the Debtor will be terminated. The Liquidation Analysis filed together with the Plan assumes a Jan. 1, 2013 effective date. The analysis says that in a liquidation under Chapter 7, it is unlikely that a sale of collateral by the Trustee or surrender of the collateral to the secured lenders would satisfy the claims of the secured lenders, and the large deficiency claims that would result from a liquidation of JEDD in Chapter 7 bankruptcy would drastically reduce or eliminate the amount of money available to pay other unsecured non-priority claims. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Jedd_LLC_DS_101812.pdf About JEDD LLC JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville, Tennessee. JEDD is generally in the business of developing, marketing and selling real estate in the Big South Fork area near Jamestown, Tennessee. According to http://www.tnrecprop.com/, JEDD has activity and developments in Fentress County, including Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in the Sky, Concierge Services, Hunter's Ridge, River Park and Clear Fork. JEDD has filed schedules disclosing $13,377,782 in total assets and $13,694,539 in total liabilities. Paul "Doug" Gates, a co-founder and VP of operations, signed the Chapter 11 petition. Mr. Gates is also the CEO of Fortune 7 Inc., owner and operator of three engineering firms specializing in electrical, microwave and construction engineering. Judge Keith M. Lundin oversees the case. Lawyers at Gullett Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel. JESCO CONSTRUCTION: Chapter 11 Reorganization Case Dismissed ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Mississippi has dismissed the Chapter 11 case of Jesco Construction Corporation. The U.S. Trustee sought dismissal or conversion of the case to Chapter 7 liquidation. Readiness Management Support also filed a motion to dismiss or convert the case. The Debtor later filed a motion to approve a settlement and compromise in the bankruptcy case, which, among others, called for dismissal of the case. Readiness filed a joinder to the Debtor's motion. About Jesco Construction Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a Delaware Corporation, specializes in disaster response and was part of the Hurricane Katrina cleanup. It filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012. Judge Katharine M. Samson presides over the case. Attorneys at the Law Offices of Craig M. Geno, PLLC, served as counsel for the Debtor. The Debtor tapped Kelly Baker, CPA, PA, as accountant. In its schedules, the Debtor disclosed $100 million in assets and $14.7 million in liabilities. Henry G. Hobbs, the Acting U.S. Trustee for Region 5, appointed three unsecured creditors to serve on the Committee of Unsecured Creditors of Jesco Construction Corp. The Debtor later asked the Court to remove Theodore Conner, III, doing business as War-Con Construction, from the Committee. JOURNAL REGISTER: FTI Approved as Panel's Financial Advisor ----------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Journal Register Company, et al., to retain FTI Consulting, Inc. as its financial advisor. As reported in the Troubled Company Reporter on Oct. 29, 2012, FTI will, among other things: -- assist the Committee in the review of financial related disclosures required by the Court; -- assist in the preparation of analyses required to assess any proposed Debtor-In-Possession financing or use of cash collateral; and -- assist in the assessment and monitoring of the Debtor's short term cash flow, liquidity and operating results. FTI will seek compensation on a fixed monthly basis of $70,000, subject to re-evaluation by the committee after the first three months, plus reimbursement of actual and necessary expenses. Samual E. Star, senior managing director with FTI, assures the Court that FTI does not hold or represent any interest adverse to the estate. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. The Company's more than 350 multi-platform products reach an audience of 21 million people each month. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register expects to complete the auction and sale process within 90 days. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JOURNAL REGISTER: Can Hire Morgan Lewis as Co-Counsel ----------------------------------------------------- Journal Register Company, et al., won permission from the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York to employ Morgan, Lewis & Bockius LLP as co-counsel. Morgan Lewis will render professional services delegated to them by the Debtors and not duplicative of services to be performed by Young Conaway Stargatt & Taylor LLP, with respect to: a. vendor issues, including assisting the Debtors and managing and responding to vendor inquiries and negotiating critical vendor trade agreements; b. cash collateral and financing issues; c. tax issues; d. real estate issues, including issues involving the Debtors' real estate lease portfolio; and e. advising the Debtors in connection with any potential sale of substantially all of their assets. To the best of the Debtors' knowledge, Morgan Lewis is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. The Company's more than 350 multi-platform products reach an audience of 21 million people each month. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register expects to complete the auction and sale process within 90 days. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JOURNAL REGISTER: Young Conaway OK'd as Restructuring Co-Counsel ---------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized Journal Register Company, et al., to employ Young Conaway Stargatt & Taylor, LLP as restructuring co-counsel. Young Conaway will render professional services delegated to them by the Debtors and not duplicative of services to be performed by Morgan, Lewis & Bockius LLP with respect to: a) advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b) advising and consulting on the conduct of the Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; and c) providing support in case management duties, as monitoring the docket, maintaining appropriate service lists, maintaining critical date calendars and preparing agendas for court hearings. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. The Company's more than 350 multi-platform products reach an audience of 21 million people each month. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register expects to complete the auction and sale process within 90 days. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JOURNAL REGISTER: JR East Files Schedules of Assets and Debts ------------------------------------------------------------- Journal Register East, Inc., an affiliate of Journal Register Company 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 $8,705,000 B. Personal Property $23,578,934 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $164,923,489 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $939,366 ----------- ----------- TOTAL $32,283,934 $165,862,855 Journal Register Company also filed its schedules disclosing $1,783,970 in assets and $167,030,545 in liabilities. A copy of the schedules are available for free at: http://bankrupt.com/misc/JournalRegister_SAL2.pdf http://bankrupt.com/misc/JOURNAL_REGISTER_sal.pdf About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. The Company's more than 350 multi-platform products reach an audience of 21 million people each month. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register expects to complete the auction and sale process within 90 days. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JOURNAL REGISTER: Lowenstein Sanders Approved as Panel's Counsel ---------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Journal Register Company, et al., to retain Lowenstein Sandler PC as its counsel. As reported in the Troubled Company Reporter on Oct. 29, 2012, the hourly rates of Lowenstein Sandler's personnel are: Members $485 - $895 Senior Counsel $390 - $660 Counsel $350 - $630 Associates $250 - $470 Paralegals $145 - $245 To the best of the Committee's knowledge, Lowenstein Sandler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. The Company's more than 350 multi-platform products reach an audience of 21 million people each month. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register expects to complete the auction and sale process within 90 days. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JOURNAL REGISTER: Signs Stalking Horse Deal With Alden Affiliate ---------------------------------------------------------------- Digital First Media, which operates MediaNews Group, Journal Register Company and Digital First Ventures, disclosed Journal Register Company has signed a "stalking horse" purchase agreement with 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. "This agreement allows the formal commencement of the sale process and is a big step toward creating a new and viable company," said John Paton, Chief Executive Officer of Digital First Media. The asset purchase agreement was filed in U.S. Bankruptcy Court for the Southern District of New York, which will review the contract as well as bid procedures. The Court will then initiate the sales process, including a public auction. Lisa Uhlman at Bankruptcy Law360 reports that Journal Register is asking the bankruptcy judge to approve its plan to sell itself to stalking horse to the Alden affiliate for a $117.5 million credit bid and $1.75 million in cash. Bankruptcy Law360 relates that JRC and its affiliated debtors asked U.S. Bankruptcy Judge Stuart M. Bernstein to approve their proposed bidding procedures and set a hearing date to consider approval of the sale. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. The Company's more than 350 multi-platform products reach an audience of 21 million people each month. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register expects to complete the auction and sale process within 90 days. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. Tracy Hope Davis, U.S. Trustee for Region 2, appointed these persons to serve on the Official Committee of Unsecured Creditors. Lowenstein Fandler PC represents the Committee. The Committee tapped FTI Consulting, Inc. as its financial advisor. New York-based Journal Register disclosed assets of $235 million and liabilities totaling $268.6 million. At the outset of the new Chapter 11 case, debt included about $13.2 million on a revolving credit owning to Wells Fargo. Alden is the holder of two term loans totaling $152.3 million, acquired from lenders in the prior bankruptcy. KAANAM LLC: Ramada Jamestown Hotel to Be Auctioned Thursday ----------------------------------------------------------- Dennis Phillips at the Post-Journal reported that the Ramada Jamestown Hotel was slated for auction at the Chautauqua County Courthouse Thursday, Nov. 29. According to the report, the sale would not include any equipment or furniture inside the hotel. The State Bank of Texas is the plaintiff in the case against Kaanam, LLC and Milind Oza, hotel owner. Carl Person, Ms. Oza's attorney, said the auction was the consequence for failure to reorganize during bankruptcy proceedings. In September 2010, Ms. Oza voluntarily filed for Chapter 11 bankruptcy in Bankruptcy Court for the Western District of New York. The report relates the judgment in favor of the State Bank of Texas states the business is allowed to recoup money loaned to Ms. Oza for purchase of the hotel in 2007, and incidental costs like attorney fees. Ms. Oza loaned more than $1.9 million from the State Bank of Texas. According to the report, even with the judgment to sell the property through an auction, the case may not be over. Mr. Person said his client is appealing the decision. The report notes Franklin Heller, Esq., at Damon Morey, representing the State Bank of Texas, said the appeal will have no affect on the auction. He said the case being appealed is on a promissory note between the State Bank of Texas and Ms. Oza, not on the mortgage loan. Mr. Heller said the promissory note and the mortgage are two separate loans. According to the report, Mr. Person, however, said the loans are the same. Mr. Person also said Ms. Oza will win the appeal because the bank allegedly didn't loan all the money they were scheduled to, which led to problems in upgrading the hotel. According to Mr. Person, the bank didn't lend $433,000 for hotel upgrades causing a shortage of working capital. Based in Jamestown, New York, KaanAm, LLC, dba Clarion Hotel Jamestown and Conference Center, filed for Chapter 11 protection (Bankr. W.D. N.Y. Case No. 10-14038) on Sept. 17, 2010. Judge Carl L. Bucki presides over the case. Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, Mattrey & Marshall LLP, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. KENAN ADVANTAGE: Moody's Cuts CFR to 'B1'; Outlook Negative ----------------------------------------------------------- Moody's Investors Service has lowered the Corporate Family Rating ('CFR') of Kenan Advantage Group, Inc. to B1 from Ba3, affirmed Kenan's probability of default rating ('PDR') of B1, and changed the ratings outlook to negative from stable. At the same time, Moody's has assigned a B3 rating to Kenan's proposed $200 million senior unsecured notes due 2018. The rating actions are in consideration of increasing leverage that will result from the company's planned use of a substantial portion of the proceeds from the recent notes offering to fund a distribution to its shareholders. Ratings Rationale Kenan's ratings and outlook were lowered, reflecting the material increase in debt that the company will undertake to fund a sizeable cash distribution to shareholders. On November 30, 2012, Kenan announced its plans to issue $200 million in senior unsecured notes, with approximately $175 million of the proceeds to be used to fund a distribution to shareholders. This transaction, which raises total debt (including Moody's standard adjustments) by approximately 25%, demonstrates a willingness by the company to undertake a more aggressive financial strategy which is better reflected in the lower CFR of B1. Moody's estimates Kenan's leverage to increase from 4.0 times Debt to EBITDA (as of September 30, 2012, pro forma for full year of operations from 2012 acquisitions) to approximately 4.8 times based on FY 2012 pro forma estimated operating results. Retained Cash Flow to Debt (not including the planned distribution) similarly deteriorates, from approximately 18% to 15%. These leverage metrics are more typically associated with B1 rated entities. The ratings also positively consider Kenan's leading position as a truck transporter of bulk fuel and chemicals with nationwide service, and the relative stability of earnings and cash flow that the company has experienced throughout the economic cycle. Kenan's strategy of growth through acquisitions continues to be an important rating constraint. Moody's recognizes that Kenan has been successful in integrating recent acquisitions in a manner that grows its business while maintaining margins. Nonetheless, Moody's believes that any sizeable debt funded acquisitions that Kenan undertakes would involve additional challenges for the company. In applying Moody's Loss Given Default Methodology to determine the ratings of the debt instruments, it has assigned a 50% Family Recovery Rate, as Kenan's debt structure now consists of both senior secured bank debt as well as unsecured notes. Because of this, Kenan's Probability of Default Rating is the same as its Corporate Family Rating (B1). This results in the senior secured ratings at Ba3, which is one notch above the CFR, and senior unsecured notes rated B3, which is two notches below the CFR. Kenan's negative ratings outlook reflects the weakening in the company's credit metrics due to the recent increase in debt. Moody's believes that the company would need to fully meet its operating plan in order to restore its credit profile to a level that would leave Kenan well positioned in the B1 rating category. With the heavier debt burden from the dividend, the adverse effects of any performance shortfalls would be magnified in financial metrics. Ratings or their outlook could be revised downward if market conditions were to substantially deteriorate over the near term, or if the company were to undertake a large leveraged acquisition involving an undue level of additional debt. Ratings could be lowered if Debt to EBITDA were to exceed 5.0 times, if EBIT to Interest falls below 1.5 times, or if availability under the revolving credit facility were to diminish due to high usage or covenant restrictions. Since debt is not likely to be reduced materially during the next few years, ratings are not expected to be upgraded over the near term. However, over the longer term, ratings could be adjusted upward if, after taking into account acquisitions, the company could demonstrate improving margins and leverage through earnings growth or reduction of debt through use of free cash flow. EBIT to Interest would need to exceed 3 times with Debt to EBITDA sustained below 4.0 times to warrant an upgrade of the CFR. Issuer: Kenan Advantage Group, Inc. Downgrades: Corporate Family Rating, Downgraded to B1 from Ba3 Assignments: Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5, 86%) Outlook Actions: Outlook, Changed To Negative From Stable Kenan Advantage Group, Inc., headquartered in North Canton, OH, is a provider of liquid bulk transportation services and logistics to the fuels, chemical and food markets. Kenan Advantage Group, Inc's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Kenan Advantage Group, Inc's core industry and believes Kenan Advantage Group, Inc's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Kenan Advantage Group Inc. to 'B+' from 'BB-'. The outlook is stable. "At the same time, we assigned our 'B-' issue-level rating to Kenan Advantage's proposed $200 million senior notes due 2018. The recovery rating is '6', indicating our expectation of negligible (0%-10%) recovery in the event of a payment default," S&P said. "We also affirmed our 'BB-' issue-level rating on the company's senior secured credit facility and revised our recovery rating to '2' from '3'. The '2' recovery rating indicates our expectation of a substantial (70%-90%) recovery of principal in a payment default scenario," S&P said. "The downgrade reflects increased debt leverage resulting from Kenan Advantage's proposed $200 million senior note issue, which will be used to fund a dividend to its financial sponsor," said Standard & Poor's credit analyst Anita Ogbara. "Pro forma for the transaction, FFO to total debt is about 15%, debt to EBITDA about 5x, and debt to capital in the mid-60% area. We previously expected total debt to EBITDA in the 4x area, and FFO to total debt at about 20%. Following the downgrade, our revised expectations include debt to EBITDA in the 4.5x-5.0x range and FFO to debt in the mid-teens-percent area." "We base our current ratings on the expectation that the company will continue to manage its acquisitions in a manner that will preserve ratings at the current level. Kenan Advantage operates in a competitive and fragmented industry with relatively modest returns. However, the company maintains a leading market position in short-haul-truck fuel delivery and a diverse mix of customers, geographic regions, and end markets. We characterize the company's business risk profile as 'fair,' its financial risk profile as 'highly leveraged,' and its liquidity as 'adequate' under our criteria," S&P said. "The outlook is stable. Given stable demand for petroleum transportation services and disciplined acquisition spending, we expect modest improvement in earnings and cash flow over the next several quarters. However, in the next one to two years, we expect Kenan Advantage to make acquisitions that likely will increase debt levels," S&P said. "We could lower the ratings if overpayment for acquisitions or earnings deterioration results in FFO to total debt consistently in the low-teens percentage area. Given the company's acquisitive growth strategy and financial sponsor ownership, an upgrade is unlikely in the next couple of years," S&P said. KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Kenan Advantage Group Inc. to 'B+' from 'BB-'. The outlook is stable. "At the same time, we assigned our 'B-' issue-level rating to Kenan Advantage's proposed $200 million senior notes due 2018. The recovery rating is '6', indicating our expectation of negligible (0%-10%) recovery in the event of a payment default," S&P said. "We also affirmed our 'BB-' issue-level rating on the company's senior secured credit facility and revised our recovery rating to '2' from '3'. The '2' recovery rating indicates our expectation of a substantial (70%-90%) recovery of principal in a payment default scenario," S&P said. "The downgrade reflects increased debt leverage resulting from Kenan Advantage's proposed $200 million senior note issue, which will be used to fund a dividend to its financial sponsor," said Standard & Poor's credit analyst Anita Ogbara. "Pro forma for the transaction, FFO to total debt is about 15%, debt to EBITDA about 5x, and debt to capital in the mid-60% area. We previously expected total debt to EBITDA in the 4x area, and FFO to total debt at about 20%. Following the downgrade, our revised expectations include debt to EBITDA in the 4.5x-5.0x range and FFO to debt in the mid-teens-percent area." "We base our current ratings on the expectation that the company will continue to manage its acquisitions in a manner that will preserve ratings at the current level. Kenan Advantage operates in a competitive and fragmented industry with relatively modest returns. However, the company maintains a leading market position in short-haul-truck fuel delivery and a diverse mix of customers, geographic regions, and end markets. We characterize the company's business risk profile as 'fair,' its financial risk profile as 'highly leveraged,' and its liquidity as 'adequate' under our criteria," S&P said. "The outlook is stable. Given stable demand for petroleum transportation services and disciplined acquisition spending, we expect modest improvement in earnings and cash flow over the next several quarters. However, in the next one to two years, we expect Kenan Advantage to make acquisitions that likely will increase debt levels," S&P said. "We could lower the ratings if overpayment for acquisitions or earnings deterioration results in FFO to total debt consistently in the low-teens percentage area. Given the company's acquisitive growth strategy and financial sponsor ownership, an upgrade is unlikely in the next couple of years," S&P said. KEYPOINT GOVERNMENT: S&P Gives 'B' CCR on Completed Transaction --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Loveland, Colo.-based KeyPoint Government Solutions Inc. The outlook is negative. "At the same time, we assigned our 'B' issue-level rating to the company's proposed $160 million senior secured credit facility, consisting of a $10 million revolving credit facility and $150 million first-lien term loan facility. The recovery rating is '3', which indicates our expectation of meaningful recovery (50% to 70%) for lenders in the event of a payment default or bankruptcy," S&P said. "We estimate the company has about $150 million in reported debt outstanding following the transaction," S&P said. "The ratings on KeyPoint Government Solutions reflect our analysis that the company's business risk profile will remain 'vulnerable,' because we believe the company will remain highly dependent on the OPM for the majority of its revenue," said Standard & Poor's credit analyst Brian Milligan. "The negative outlook reflects our analysis that credit ratios may meaningfully deteriorate if recent share gains under the OPM field services contract reverse. High revenue concentration with the OPM and limited visibility from the OPM heightens this risk. The negative outlook also recognizes the potential for credit ratios to miss our forecast, likely from the reversal of recent share gains with the OPM, which could cause credit ratios to weaken to levels indicative of a 'highly leveraged' financial risk profile, including total debt to EBITDA above 5x," S&P said. "We could lower the ratings if the company's OPM business declines and many of the recent expenses identified as nonrecurring prove to be recurring, resulting in credit ratios worsening to levels indicative of a highly leveraged financial risk profile, including adjusted leverage in the mid-5x area. Based on pro forma results and considering our expense adjustments for certain nonrecurring expenses, an EBITDA decline of about 15% is necessary for adjusted leverage to reach the mid-5x area," S&P said. "We could revise the outlook to stable if the company's recent share gains under the OPM contract continue through 2013, allowing credit ratios to stabilize firmly within levels indicative of an aggressive financial risk profile, including adjusted leverage in the low-4x area. Based on pro forma results and considering our expense adjustments for certain nonrecurring expenses, EBITDA growth of about 15% is necessary for adjusted leverage to reach the low-4x area," S&P said. LARRY MARTIN: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Doug Walker at RN-T.com reports Larry C. Martin, Floyd County's leading individual property owner, has filed for Chapter 11 bankruptcy protection. According to the report, Mr. Martin's bankruptcy petition was entered on Nov. 25, 2012, two days before Branch Banking & Trust filed a six-count civil suit against him seeking to recover $2,834,194 plus interest on notes that Mr. Martin has allegedly defaulted on. According to the report, the civil case has been assigned to U.S. District Court Judge Harold L. Murphy in Rome. The bankruptcy case has been assigned to Judge Mary Grace Diehl. According to the report, a meeting of creditors has been scheduled for Jan. 9, 2013. The report relates the bankruptcy petition lists the estimated number of creditors in excess of 100, with estimated liabilities of between $50 million and $100 million. The document lists Mr. Martin's assets at between $100 million and $500 million. The petition lists more than 100 pages of creditors, including the city of Rome and Floyd County tax offices, Heritage First Bank, River City Bank, Citizens First, Greater Rome Bank, Bank of the Ozarks, United Community Bank, Regions, Wells Fargo and SunTrust, the report adds. The report says Cartersville Sprinkler is listed as the largest unsecured creditor, owed $34,124. Ware Mechanical of Rome is the largest local unsecured creditor, with a bill totaling $17,976. The report notes Mr. Martin has acquired hundreds, if not thousands, of properties, both land and buildings, across the Southeast during the course of the last three decades, and his cash flow on those properties has been significantly hurt by the recession of the last five years. A slew of his vacant properties have been damaged by thieves and vandals who have stripped them of copper tubing and electrical wiring to the point where it has taken tens of thousands of dollars to repair in a bid to make them rentable. The report relates Mr. Martin has staved off a tax sale of more than a hundred properties in Floyd County largely by having lienholders agree to pay back taxes. In March 2011, Mr. Martin attempted to sell properties in downtown Rome at auction to generate some cash flow but accepted only one of the bids at that sale, getting rid of the building at 326 Broad St., which was purchased by Joyce Greene Manning. LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Longview Power LLC is a borrower traded in the secondary market at 85.65 cents-on- the-dollar during the week ended Friday, Nov. 30, a drop of 0.20 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 28, 2014. The loan is one of the biggest gainers and losers among 207 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Longview is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. LSP ENERGY: Wants Exclusive Control of Case Until February ---------------------------------------------------------- LSP Energy Limited is asking the U.S. Bankruptcy Court for the District of Delaware to extend its exclusive periods to file and solicit acceptances for a proposed chapter 11 plan until Dec. 21, 2012, and Feb. 20, respectively. This is the Debtor's fourth extension request. A Dec. 19 hearing at 11:30 a.m. has been set. Objections, if any, are due Dec. 7, at 4:00 p.m. As reported in the Troubled Company Reporter on Oct. 24, 2012, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that all three units at the plant -- an 837-megawatt combined-cycle natural gas-fired electric generating facility in Batesville, Mississippi -- shut down with mechanical problems. The plants are still out of service. LSP said the outage "slightly delayed" completion of the sale and the filing of a liquidating Chapter 11 plan. LSP said it needs to repair damage and determine the cause. LSP said that financing for the Chapter 11 case is undrawn. Fixing the plant might require a draw on the loan facility, according to a court filing. About LSP Energy LSP Energy Limited owns and operates an electricity generation facility located in Batesville, Mississippi. The facility consists of three gas-fired combined cycled electricity generators with a total generating capacity of approximately 837 magawatts and is electrically interconnected into the Entergy and Tennessee Valley Authority transmission systems. LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville Holding, LLC, and LSP Batesville Funding Corporation filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 12-10460) on Feb. 10, 2012. LSP owns and operates an electric generation facility located in Batesville, Mississippi. The Facility consists of three gas-fired combined cycle electric generators with a total generating capacity of roughly 837 megawatts and is electrically interconnected into the Entergy and Tennessee Valley Authority transmission systems. LSP's principal assets are the Facility and the 58-acre parcel of real property on which it is located, as well as its rights under a tolling agreements. LSP filed bankruptcy to complete an orderly sale of its assets or the ownership interests of LSP Holding in LSP, LSP Energy and LSP Funding for the benefit of all stakeholders. The remaining three Debtors filed bankruptcy due to their relationship as affiliates of LSP and their ultimate obligations on a significant portion of LSP's secured bond debt. The Debtors also suffered losses due to a mechanical failure of a combustion turbine at their facility and resultant business interruption. LSP Energy is the general partner of LSP. LSP Holding is the limited partner of LSP and the 100% equity holder of LSP Energy and LSP Funding. LSP Funding is a co-obligor on the Debtors' bond debt, and each of LSP Energy and LSP Holding has pledged their equity interests in LSP and LSP Funding as collateral for the bond debt. No statutorily authorized creditors' committee has yet been appointed in the Debtors' cases by the United States Trustee. Judge Mary F. Walrath oversees the case. Lawyers at Whiteford Taylor & Preston LLC serve as the Debtors' counsel. LSP has a $20 million secured loan provided by lenders including John Hancock Financial Services Inc. LSP was forced into bankruptcy following mechanical problems that took one of three units out of service. Bondholders have claims for $211 million on two series of secured bonds. In addition, there was a $3.9 million working capital facility and $23.3 million in secured debt owing to an affiliate of Siemens AG, which repairs and maintains the facility. The Court authorized the Debtors to sell of the facility to the highest bidder South Mississippi Electic Power Association. LYONDELL CHEMICAL: Unit, Cleanup Site Owner Spar Over Claim ----------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that a Lyondell Chemical Co. subsidiary and Route 21 Associates of Belleville LLC clashed in New York federal court Tuesday over a contractual environmental cleanup dispute simmering in Lyondell's bankruptcy, with counsel for Route 21 arguing the debtor must perform under a previous settlement. The oral arguments came in Route 21's appeal from a New York bankruptcy judge's May 18 order denying specific performance and administrative expense status for two claims the company had filed in Lyondell's bankruptcy over contamination at a New Jersey site it purchased, Bankruptcy Law360 says. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MF GLOBAL: Commodity Customers Seek Subpoena of CEO, Other Execs ---------------------------------------------------------------- Sindhu Sundar at Bankruptcy Law360 reports that former MF Global Inc. customers Monday sought court approval to subpoena CEO Jon Corzine along with Chief Financial Officer Henri Steenkamp and other executives of the besieged securities brokerage to testify on issues including the transfer of customer separated 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. MF GLOBAL: UK Administrators Recoup GBP1 Billion in Assets ---------------------------------------------------------- Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reports that MF Global's U.K. administrators have recovered around GBP1 billion in assets. DBR relates KPMG, the insolvency administrator that is winding down MF Global under the U.K.'s equivalence of Chapter 11, said in a report Thursday that it has nearly doubled the amount of so- called nonsegregated assets. Those assets -- cash and securities collected from banks, clearinghouses and exchanges -- are earmarked for the U.K. arm's unsecured creditors. According to the report, the recovered funds, which when converted to dollars amounts to $1.6 billion or roughly the amount of the shortfall in customer funds that was discovered when the brokerage collapsed in October 2011, may not be available to plug that gap. DBR notes KPMG said a month ago that it could eventually recover up to $3.2 billion to distribute to clients and creditors, whose claims will likely total somewhere between $3 billion and $3.6 billion. The report also notes the U.K. administrators have already made an interim distribution of 26 cents on the dollar to MF Global clients, but are holding off on doling out any more until they resolve a number of issues with the bankruptcy trustees overseeing the liquidation of MF Global's U.S. broker-dealer and its holding company parent. Among those issues is a lawsuit filed by Louis Freeh, the former director of the Federal Bureau of Investigation who is overseeing the Chapter 11 case of MF Global Holdings Ltd. Mr. Freeh has appealed the administrators' rejection of the holding company's $418 million claim. That appeal is pending. The U.K. unit, the report adds, is also sparring with James Giddens, the trustee of MF Global's U.S. brokerage operation, over $700 million that Mr. Giddens says belongs to U.S. customers. The dispute hinges on whether those U.S. customers who did business in foreign markets and were supposed to have money in so-called segregated accounts can tap the assets held in a general pool of funds for U.K creditors. 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. MICHAEL JOSEPH SCARFIA: Puerto Rico Court Dismisses Case -------------------------------------------------------- Michael Joseph Scarfia received a double black-eye Friday when a bankruptcy judge in Puerto Rico ruled that his Chapter 11 petition was improperly filed in that district, and that the bankruptcy case should be dismissed. The Federal Deposit Insurance Corporation, as receiver for Westernbank Puerto Rico, sought to dismiss or transfer venue of the chapter 11 proceeding to the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division. The FDIC-R contends that Mr. Scarfia's principal place of business is in Clearwater, Florida, as there is where Mr. Scarfia resides and where most decisions are made. Westernbank Puerto Rico granted loans to entities controlled by Mr. Scarfia, including roughly $100,000,000 in default. Mr. Scarfia argues that the District of Puerto Rico is the proper venue because the FDIC has sued Mr. Scarfia as guarantor of loans made to corporations engaged as developers in the District of Puerto Rico; and that the loans which he guarantees were executed in Puerto Rico. According to Judge Enrique S. Lamoutte, the fact that there may be entities in Puerto Rico that received loans guaranteed by Mr. Scarfia and that some may be in bankruptcy does not translate in proper venue for Mr. Scarfia. "The filing of a petition by a parent does not have the effect of filing a petition for bankruptcy on behalf of subsidiary corporations.[] Each corporate entity is separate for bankruptcy purposes," Judge Lamoutte cites Hon. Nancy C. Dreher and Hon. Joan Feeney, Bankruptcy Law Manual Sec. 3.4 (5th ed. 2012). "After considering the totality of the circumstances, including debtor's residence, domicile, location of his scheduled assets, scheduled source of his income, and disclosed location of his employer, the court concludes that the District of Puerto Rico is not the proper venue. Furthermore, his asset to liabilities ratio ($108,932/$135,029,020, that is, .08%) moves the court to conclude that dismissal is the appropriate remedy," Judge Lamoutte continued. A copy of the Court's Nov. 30, 2012 Opinion and Order is available at http://is.gd/8fsfd2from Leagle.com. About Michael Joseph Scarfia Michael Joseph Scarfia filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 12-06346) on Aug. 12, 2012. The petition discloses that the debtor is a resident and is domiciled in Clearwater, Florida, and that his principal place of business is "Outside Home State." His Schedule A (Real Property) lists a condominium in Clearwater with a current value of $83,550. Schedule I (Current Income of Individual Debtor) discloses that the debtor has been employed by Gibraltar Group, Inc. for 20 years and is the president of Gibraltar Group, Inc. The address of his employer is 1079 Cephas Drive, in Clearwater. The summary of schedules filed on Aug. 27 shows Mr. Scarfia has total assets of $108,932 and total liabilities of $135,029,020. Schedule F lists unsecured creditors in the amount of $135,020,020, all of which are on account of personal guarantees. Schedule H lists the following as co-debtors: JM Ponce III, LP, SE; MJS Las Croabas Properties, Inc.; Museum Towers, LP; Sabana del Palmar, Inc.; Yasscar Development Corp.; Gulfcoast Irrevocable Trust XIX; Gulfcoast Irrevocable Trust XIV; Gulfcoast Irrevocable Trust VII; Gulfcoast Irrevocable Trust IV; Gulfcoast Irrevocable Trust XI; Gulfcoast Irrevocable Trust XIII; Gulfcoast Irrevocable Trust; Gulfcoast Irrevocable Trust XV; Gulfcoast Irrevocable Trust XXVIII; Gulfcoast Irrevocable Trust XVI; Gibraltar Development Corp.; FB Boswell, Inc.; Isla Completa, Corp.; Puerto del Este, Inc.; SFN Arecibo LP, SE; Yasscar Caguas Development Corp. and SF Ponce II LLC. The co-debtors have the same Clearwater, Florida address. About Gulfcoast Irrevocable Trust Three business trusts owned by Michael J. Scarfia filed for Chapter 11 protection in Old San Juan, Puerto, Rico on Aug. 10, 2012. Gulfcoast Irrevocable Trust I (Case No. 12-06338) serves as the holding company and own 100% of the shares of Gibraltar Construction Company, Inc., Gibraltar Development Corp., and Gulfcoast Contractors, Inc. Gulfcoast Irrevocable Trust XIV (Case No. 12-06339) serves as holding company and owns 50% of the shares of Yasscar Caguas Development, Corp. and Yasscar Development, Corp. Gulfcoast Irrevocable Trust XIX (Case No. 12-06340) is the holding company and owns 49.5% of the shares of JM Ponce III, LP, S.E. The corporations owned by the Debtors, as a holding company and owner of shares, do business in Puerto Rico. The Debtors as a separate legal entity are not actually operating as a business as their monthly report of operations on file show no or minimal expenses or cash flow. The Trusts are merely holding companies of affiliates operating in Puerto Rico. Gulfcoast Irrevocable Trust I estimated under $10 million in assets but more than $100 million in debts in its bare-bones Chapter 11 petition. An affiliate, Sabana Del Palmar, Inc., which owns Mirabella Village & Club, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-06177) on Aug. 5, 2012. MINERA Y METALURGICA: Export-Import Bank Financing Renegotiated --------------------------------------------------------------- Baja Mining Corp. has been informed by Minera y Metalurgica del Boleo, S.A.P.I. de C.V., which is now controlled by members of the Korean Consortium, that a portion of MMB's 2010 project financing facilities provided by the Export-Import Bank of the United States to MMB has been renegotiated. In September 2010, US EXIM, the largest lender in the 2010 Project Financing, agreed to provide MMB with an approximately US$419 million loan facility for the construction and development of the Boleo project (the "Original US EXIM Facility"). MMB advises that the Original US EXIM Facility has now been terminated and Korea Resources Corporation) has negotiated a new approximately US$419 million facility (inclusive of approximately US$126 million previously outstanding under the Original US EXIM Facility, which obligations were novated to and assumed by Kores) with US EXIM, to be used to finance further construction and development of the Boleo project. Kores is the only borrower under the Kores Exim Facility. Kores has agreed to provide MMB with a new corporate loan facility, and MMB and Kores are currently working toward a draw-down of the Kores/MMB facility to be completed in due course. MMB has further confirmed that in addition to the Kores EXIM Facility, Kores has advanced an additional US$40 million to MMB for continuing construction of the Boleo project. MMB advises that it has confirmed with Kores that the US$104 million of short term funding advanced in October and November 2012 were entirely provided by Kores. In addition Baja was informed that MMB and the lenders under the 2010 Project Financing agreed to terminate the US$50 million cost- overrun facility thereunder (under which no loans were outstanding as of such termination). The remainder of the facilities under the 2010 Project Financing, in outstanding loans and commitments, continue to stand as per the original agreements with MMB's lenders and remain in default. However, MMB advises that the 2010 Project Financing lenders have agreed to temporarily forbear exercise of rights and remedies under the 2010 Project Financing pursuant to a third standstill agreement, which will expire on Jan. 15, 2013, subject to automatic extension to March 31, 2013 upon satisfaction of certain conditions. Baja is still liable under its guarantees provided in connection with the 2010 Project Financing. Baja has been advised by SRK Consulting that delivery to Baja of the summary of the updated NI 43-101 compliant technical report on the Boleo project which Baja expected to receive by the end of November will be delayed until January 2013. Baja will disclose the summary in a news release when it is received, and SRK is required to deliver and Baja is required to file the final NI 43- 101 compliant technical report within 45 days of this announcement. MOSS FAMILY: Has Court's Nod to Hire Patrick Kepchar as Accountant ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Indiana has granted Moss Family Limited Partnership and Beachwalk L.P., authorization to employ Patrick Kepchar of PK Financial as accountant. Mr. Kepchar will, among other things, prepare any and all necessary tax returns and other financial filings; and prepare cash flow projections and assistance with workout options. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. The Debtor disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. MOUNT DORA: Case Summary & 10 Unsecured Creditors ------------------------------------------------- Debtor: Mount Dora Hospitality, LLC dba Quality Inn & Suites 16630 U.S. Highway 441 Mount Dora, FL 32757 Bankruptcy Case No.: 12-16100 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Justin M. Luna, Esq. LATHAM, SHUKER, EDEN & BEAUDINE, LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: bknotice@lseblaw.com - and ? Christopher R. Thompson, Esq. LATHAM, SHUKER, EDEN & BEAUDINE, LLP 111 N. Magnolia Avenue, Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: bknotice@lseblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 10 unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-16100.pdf The petition was signed by Dharmendra M. Patel, managing member. NEWPAGE CORP: Ch. 11 Plan Shirks Cleanup Duties, Wisc. Says ----------------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that the state of Wisconsin said Thursday that NewPage Corp.'s reorganization plan improperly handcuffs regulators from enforcing the troubled paper company's environmental cleanup duties at four mills in the state. In an objection filed in Delaware bankruptcy court, Wisconsin Attorney General J.B. Van Hollen took issue with "broad injunctions" in the plan against the enforcement of claims against NewPage after it exits bankruptcy, according to Bankruptcy Law360. 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. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. NewPage Group, NewPage Holding, NewPage, and certain of their U.S. subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del. Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its subsidiary, Consolidated Water Power Company, is not a part of the Chapter 11 proceedings. Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage Port Hawkesbury Corp., brought a motion before the Supreme Court of Nova Scotia to commence proceedings to seek creditor protection under the Companies' Creditors Arrangement Act of Canada. NPPH is under the jurisdiction of the Canadian court and the court- appointed Monitor, Ernst & Young in the CCAA Proceedings. Initial orders were issued by the Supreme Court of Nova Scotia on Sept. 9, 2011 commencing the CCAA Proceedings and approving a settlement and transition agreement transferring certain current assets to NewPage against a settlement payment of $25 million and in exchange for being relieved of all liability associated with NPPH. On Sept. 16, 2011, production ceased at NPPH. NewPage originally engaged Dewey & LeBoeuf LLP as general bankruptcy counsel. In May 2012, Dewey dissolved and commenced its own Chapter 11 case. Dewey's restructuring group led by Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., moved to Proskauer Rose LLP. In June, NewPage sought to hire Proskauer as replacement counsel. NewPage is also represented by Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, 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, NewPage disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. The Official Committee of Unsecured Creditors selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. An affiliate, Newpage Wisconsin System Inc., disclosed $509,180,203 in liabilities in its schedules. NNN 3500: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: NNN 3500 Maple 26, a Delaware limited liability company 2861 Chios Road Costa Mesa, CA 92626 Bankruptcy Case No.: 12-23718 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Debtor's Counsel: Darvy M. Cohan, Esq. DARVY MACK COHAN ATTORNEY AT LAW 7855 Ivanhoe Avenue, Suite 400 La Jolla, CA 92037 Tel: (858) 459-4432 Fax: (858) 454-3548 E-mail: dmc@cohanlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb12-23718.pdf The petition was signed by Mubeen Aliniazee, restructuring officer. NORTHSTAR AEROSPACE: Files Motion to Enforce July 24 Sale Order --------------------------------------------------------------- BankruptcyData.com reports that Northstar Aerospace and Fifth Third Bank filed with the U.S. Bankruptcy Court a motion for an order enforcing a July 24, 2012 sale order under which substantially all of the Debtors' assets and the assets of the Canadian vendors were sold to Heligear Acquisition Co. and Heligear Canada Acquisition Corporation for a total of $70 million. According the Debtors, since the sale order was entered, Heligear has failed to satisfy several material obligations under the order and agreement. The Debtors allege that the purchasers owe a total of $20,112 for eligible deposits that were not assumed by the purchasers, $469,430 for pre-paid inventory, based on expected inventory delivery dates, out of a total $869,733 inventory pre- payment reimbursement obligation under the purchase agreement and that Heligear has not provided the Company with complete access to all of their books and records, which has hindered the Debtors' ability to prepare all necessary tax returns and wind up their estates. The Court scheduled a Dec. 10, 2012 hearing on the matter. About Northstar Aerospace Chicago, Illinois-based Northstar Aerospace -- http://www.nsaero.com/-- is an independent manufacturer of flight critical gears and transmissions. With operating subsidiaries in the United States and Canada, Northstar produces helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts. It also provides maintenance, repair and overhaul of components and transmissions. Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario. Northstar employs over 700 people across its operations. Northstar Aerospace, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington, Delaware, on June 14, 2012, to sell its business to affiliates of Wynnchurch Capital, Ltd., absent higher and better offers. The names of the Debtors were changed as contemplated by the approved sale transaction. Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel to the Debtors. The Debtors have obtained approval to hire Logan & Co. Inc. as the claims and notice agent. Certain Canadian affiliates are also seeking protection pursuant to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as amended. As of March 31, 2012, Northstar disclosed total assets of $165.1 million and total liabilities of $147.1 million. About 60% of the assets and business are with the U.S. debtors. OHANA GROUP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Ohana Group LLC 3601 Fremont Avenue N. Seattle, WA 98103 Bankruptcy Case No.: 12-21904 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Marc Barreca Debtor's Counsel: James L. Day, Esq. BUSH STROUT & KORNFELD LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 E-mail: jday@bskd.com Scheduled Assets: $16,000,000 Scheduled Liabilities: $11,696,131 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/wawb12-21904.pdf The petition was signed by Daniel Cawdrey, member-manager. ORIENTAL TRADING: Moody's Withdraws 'B2' CFR/PDR ------------------------------------------------ Moody's Investors Service withdrew all ratings of Oriental Trading Company, Inc. The following ratings were withdrawn: Corporate Family Rating at B2 Probability of Default Rating at B2 $195 million senior secured term loan at B2 (LGD 4, 56%) The positive rating outlook was also withdrawn. Ratings Rationale The rating action reflects that all of OTC's rated debt was repaid following its acquisition by Berkshire Hathaway (LT Issuer Rating - Aa2/Prime-1/stable). The principal methodology used in rating Oriental Trading Company, 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. Headquartered in Omaha Nebraska, Oriental Trading is a catalog retailer of party goods and novelty items. PACIFIC CAPITAL: Moody's Raises BFSR From 'C+'; Outlook Stable -------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Pacific Capital Bancorp and its subsidiaries (Pacific Capital) following the completion of its acquisition by UnionBanCal Corporation (UnionBanCal, senior A3). Pacific Capital's operating bank, Santa Barbara Bank & Trust, N.A, was upgraded to A2 from Ba3 for long- term deposits, to C+ from D- for bank financial strength, and to Prime-1 from Non-prime for short-term deposits. The holding company issuer rating was changed to A3 from B2. Following this action, the outlook is stable. The rating actions conclude the rating review that began when the acquisition was announced on March 12, 2012. Ratings Rationale The upgrade is the result of the acquisition, in which the higher rated UnionBanCal assumed all of Pacific Capital's assets and liabilities. The upgraded ratings and stable outlook match those of UnionBanCal. Pacific Capital Bancorp and Santa Barbara Bank & Trust were merged into UnionBanCal and Union Bank, N.A., respectively on December 3, 2012. Therefore the ratings of Pacific Capital will be withdrawn. The last rating action on Pacific Capital was on March 12, 2012, when Moody's placed the ratings of Pacific Capital and its subsidiaries on review for upgrade. Pacific Capital Bancorp is headquartered in Santa Barbara, California and reported assets of $6 billion at September 30, 2012. UnionBanCal Corporation is headquartered in San Francisco, California and reported assets of $88 billion at September 30, 2012. The principal methodology used in these ratings was Moody's Consolidated Global Bank Rating Methodology published in June 2012. PHILADELPHIA NEWSPAPERS: Charter School Seeks Supreme Court Review ------------------------------------------------------------------ Dan Packel at Bankruptcy Law360 reports that a charter schools company earlier this month urged the U.S. Supreme Court to review a case in which it seeks a $1.8 million administrative expense claim from Philadelphia Newspapers LLC, the formerly bankrupt former parent of the Philadelphia Inquirer, stemming from allegations of defamation. Charter School Management Inc. claims a bankruptcy court violated the company's due process rights by holding expedited hearings in the case without reason, according to Bankruptcy Law360. About Philadelphia Newspapers Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned and operated numerous print and online publications in the Philadelphia market, including the Philadelphia Inquirer, the Philadelphia Daily News, several community newspapers, the region's number one local Web site, philly.com, and a number of related online products. The Company's flagship publications were the Inquirer, the third oldest newspaper in the country and the winner of numerous Pulitzer Prizes and other journalistic recognitions, and the Daily News. Philadelphia Newspapers and its debtor-affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 09-11204) on Feb. 22, 2008. Proskauer Rose LLP is the Debtors' bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP is the local counsel. The Debtors' financial advisor is Jefferies & Company Inc. Philadelphia Newspapers estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. The Debtors proposed a plan of reorganization which would sell substantially all of their assets at an auction. The Philadelphia Media Network, which was formed by the Debtors' secured lenders, acquired the Philadelphia Inquirer, the Daily News and Philly.com for $105 million in cash. The Court approved the sale and confirmed a revised plan at a hearing on Sept. 30. Philadelphia Newspapers previously won confirmation of a plan based on the sale of the business to the same group of lenders for $139 million. The sale failed to close because the buyers weren't able to reach agreement on a new labor contract with the Teamsters union. After another auction on Sept. 23, the lenders again emerged as the winning bidder but with a lower offer. The Plan became effective and the sale closed on Oct. 8, 2010. PINNACLE AIRLINES: To Delay Talks With Pilots' Union ---------------------------------------------------- Andy Ashby, staff writer at Memphis Business Journal, reports that Pinnacle Airlines Corp. plans to delay negotiations with Air Line Pilots Association International while it reviews the latest flight plan from Delta Air Lines Inc., determining how it could affect the company going forward. "In the latest fleet plan we received from Delta, there are revisions that have not yet been finalized, but we expect that the CRJ-200 fleet will begin to shrink sometime next year," Pinnacle president John Spanjers wrote in a letter filed with the U.S. Securities and Exchange Commission Friday morning, according to the report. The report relates, while working to get out of Chapter 11 bankruptcy, Pinnacle reported a $9.8 million operating loss in October. The company still has to renegotiate a contract with its pilots and make a decision on its headquarters. The company is considering either a smaller footprint at One Commerce Square in Downtown Memphis or possibly a move to Minnesota. The company's board plans to make a decision by the end of the year. PRINCE MINERALS: Moody's Assigns 'B3' CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating (CFR) and probability of default rating (PDR) to Prince Minerals Holding Corporation and a Caa1 rating to the company's proposed $260 million senior secured notes due 2019. The rating outlook is stable. The proceeds from the proposed note offering will be used to fund the company's acquisition of Grinding and Sizing, LLC (GSC), refinance a portion of its existing indebtedness and pay related fees and expenses. The company plans to pay down the outstanding balance on its term loan and revolving credit facility and to upsize the borrowing limit on that facility to $50 million. The following actions were taken: Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3 Senior Secured Notes, Assigned Caa1 (LGD4, 60%) Outlook, Stable This is a newly initiated rating and is Moody's first press release on this issuer. Ratings Rationale The B3 corporate family and probability of default ratings reflect Prince Minerals small size, elevated leverage, minimal free cash flow and significant exposure to the cyclical energy and steel sectors. The ratings also reflect the company's acquisitive history and the likelihood of further debt financed acquisitions, which reduce the likelihood of substantial deleveraging. Moody's expects Prince Minerals to have an elevated leverage ratio of approximately 4.5x when the note offering is complete. Prince Mineral's ratings are supported by the company's above average margins relative to other steel and energy industry distributors, long-term relationships with large and well- established customers and the diverse mix of products distributed by the company. Prince Mineral's pro-forma liquidity profile also supports the rating since they will have no near-term debt maturities and low outstanding borrowings on the credit facility after the note offering is complete. The stable outlook presumes the company's operating results will remain relatively stable over the next 12 to 18 months and result in gradually improved credit metrics. It also assumes the company will carefully balance its leverage and other credit metrics with its acquisition strategy. The outlook considers the resilience of the distribution business model, which in a downturn should benefit from cash generated through working capital. The ratings could experience upward pressure if the company successfully integrates the acquisition of Grinding and Sizing, maintains above average EBITDA margins and achieves improved free cash flow and credit metrics. This would include consistently generating free cash flow of at least $50 million, reducing the leverage ratio below 4.0x and raising the interest coverage above 2.0x, as measured by (EBITDA-CAPEX)/Interest. Negative rating pressure could develop if deteriorating operating results, debt financed acquisitions or shareholder distributions result in a leverage ratio above 5.0x or an interest coverage ratio below 1.5x, as measured by (EBITDA-CapEx)/Interest. A significant reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in rating Prince Mineral Holdings, Inc. was the Global Distribution & Supply Chain Services methodology published in November 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. Prince Minerals, headquartered in New York, New York is a processor and distributor of specialty minerals, raw materials, and niche industrial additives. The company's products are used in the production of steel, bricks, glass and other products and in foundries, oil and gas drilling and agricultural applications. Prince Minerals operates out of 13 facilities located in the United States and Europe. In the twelve months ended September 30, 2012, the company generated pro forma sales of approximately $328 million with approximately 77% of sales in the US, 14% in Europe, Middle East & Africa, 7% in Canada and the remainder in Latin America and the Asia Pacific region. The company was formed in 2003 and is owned by affiliates of Palladium Equity Partners II, LLC. POWER BALANCE: Losses Sacramento Kings Sponsorship -------------------------------------------------- Chris Casacchia at Orange County Business Journal reports Power Balance LLC's multi-year title sponsorship with the Sacramento Kings basketball club has ended less than two years into the deal. The report notes the company will no longer have signage on the King's stadium or other team marketing materials. Power Balance owes $100,000 to the Sacramento Kings, according to bankruptcy filings. Its sponsorship was reportedly around $1 million a year. The report recounts Power Balance reportedly paid out a $57 million settlement last year with customers who charged the company with false advertising over the marketed benefits of wearing its bracelets. Power Balance has denied those reports, saying it paid out $1 million. About Power Balance Technologies Power Balance LLC filed for Chapter 11 (Bankr. C.D. Calif. Case No. 11-25982) on Nov. 18, 2011. Judge Theodor Albert presides over the case. Garrick A. Hollander, Esq., at Winthrop Couchot, serves as the Debtor's counsel. In its petition, Power Balance estimated $1 million to $10 million in assets and $10 million to $50 million in debts. The petition was signed by Henry G. Adamanym, Jr., chairman. Power Balance -- http://www.powerbalance.com-- is the creator of the original Power Balance Performance Technology(TM) silicone wristband and the leader in the market for Performance Technology sports accessories. The company is headquartered in Orange County, CA and distributes its products in the US and internationally in more than 40 countries. QUEEN CITY AUDIO: Court Approves Bankruptcy Exit Plan ----------------------------------------------------- Ely Portillo at Charlotteobserver.com reports that Queen City Audio Video & Appliances will soon exit bankruptcy protection, under the terms of a court-approved settlement that reduces debts and eases the company's lease terms. According to the report, a federal judge approved the company's exit plan. Chief executive Roddey Player said Queen City was able to get out of bankruptcy in under a year by working with its suppliers. Charlotte, North Carolina-based Queen City Television Service Co., Inc. aka Queen City Audio Video Appliances filed for Chapter 11 protection on Feb. 1, 2012 (Bank. W.D. N.C. Case No. 12-30241). Judge Laura T. Beyer presides over the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, represents the Debtor. The Debtor estimated assets of less than $50,000 and debts of between $1 million and $10 million. PURE BEAUTY: Plan Filing Exclusivity Extended to Jan. 26 -------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended, at the behest of Pure Beauty Salons & Boutiques, Inc., et al., the exclusive periods to file a Chapter 11 plan and solicit acceptances of that plan to Jan. 26, 2013, and March 25, 2013, respectively. In their extension motion, the Debtors said that neither the initial exclusive periods, nor the additional time granted pursuant to the third extension order, afforded the Debtors with sufficient time to both conduct the sale process and reconcile issues that have arisen in conjunction with the negotiation of the sale and finalization thereof. Since the Petition Date, the Debtors have spent considerable time conducting sale process and finalizing contemplated sale transaction. The Debtors said that they commenced these cases to maximize the value of their estates for the benefit of creditors through a sale of substantially all of their assets. The Debtors, Regis Corporation and Regis' assignees entered into an asset purchase agreement, whereby the Proposed Assignee agreed to acquire substantially all of the Debtors' assets and assume certain liabilities for aggregate consideration estimated to be $18 million, subject to adjustment to be made through the date of the closing. The Court approved the sale process in November 2011, and authorized the bid submitted by Regis and the Proposed Assignee and the APAP to serve as a stalking horse bid for the Sale, subject to higher and better offers. In February 2012, the Court approved the APA and consummation of the sale and the ultimate assignment of the underlying assets to Regis' assignees, Pure Beauty International, Inc., Fashion Beauty Stores Inc. and Beauty Franchises, Inc. The sale closed and went effective in March 2012, vesting the Assignee with substantially all of the Debtors' assets. "Now that the sale has closed, the Debtors are continuing to assess the scope of the assets held by the Debtors' estates post- closing and address tangential issues that must be resolved in connection with the sale. The Debtors submit that until these issues are resolved, it is not in the best interests of their estates to permit the exclusive periods to lapse," the Debtors stated. The Debtors assured the Court that they continue to make timely payment on their undisputed post-petition obligations, and have no ulterior motive in seeking an extension of the exclusive periods. "The Debtors believe that they have worked diligently over the past several months to plan, prosecute, and consummate the sale process, and at this time the Debtors are handling certain administrative matters related to the APA, the sale order, and the Chapter 11 cases. The Debtors have been in regular communication with the Creditors' Committee, the Assignee, the landlord community, and certain other creditors on numerous issues facing the Debtors' estates," the Debtors said. About Pure Beauty Pure Beauty Salons & Boutiques, Inc., and its affiliated company BeautyFirst Franchise Corp., operate a chain of hair care and beauty supply stores under the trade names Trade Secret, Beauty Express, BeautyFirst, PureBeauty, and Winston's Barber Shop. Pure Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores and BeautyFirst Franchise Corp. has agreements with 13 franchisees that operate 22 BeautyFirst and 7 Trade Secret Stores. Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after having been sold out of Chapter 11 last year. The prior case was dismissed after the sale was completed. The previous case was In re Trade Secret Inc., 10-12153, in the same court. Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No. 11-13159) on Oct. 4, 2011. Affiliate BeautyFirst Franchise Corp. filed a separate petition (Bankr. D. Del. Case No. 11-13160). Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' counsel. The Debtors' investment banker is SSG Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com The Debtors' notice, claims solicitation, and balloting agent is Epiq Bankruptcy Solutions. In its schedules, Pure Beauty Salons disclosed $36,444,963 in assets and $55,215,590 in liabilities as of the Petition Date. In its schedules, BeautyFirst Franchise disclosed $1,716,985 in assets and $36,761,086 in liabilities as of the Petition Date. The Debtors owe $15 million to vendors and landlords. The petition was signed by Brian Luborsky, chief executive officer. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Pure Beauty Salons. Attorneys at Pachulski Stang Ziehl & Jones LLP represent the Committee. LM+Co serves as their financial advisor. Secured lender Regis Corp. is represented in the case by Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP. RAIN CII: Moody's Confirms 'B1' CFR/PDR; Outlook Stable ------------------------------------------------------- Moody's Investors Service. Inc. confirmed the B1 corporate family, probability of default, and senior secured notes rating of Rain CII Carbon LLC ("RCC"). At the same time, Moody's assigned a B1 rating to Rain Escrow Corp's ( a wholly-owned subsidiary of RCC) proposed senior secured notes due December 2020 ("2020 Notes"). The rating assumes that the merger between RCC and Rutgers closes as contemplated and on the terms as agreed. Upon consummation of the merger, Rain CII Carbon and CII Carbon Corp. (Co-Issuer) will become jointly and severally liable for the notes. The rating outlook is stable. This rating action concludes the review for possible downgrade that began on October 23, 2012 following RCC's announcement that it had entered into an agreement to acquire Rutgers N.V. ("Rutgers") for EUR702 million or approximately $915 million. Rutgers is owned by Triton Partners and produces coal tar pitch products that are distributed to aluminum and steel manufacturers, among others. Proceeds from the offering will be used to fund the acquisition, including the repayment of all of Rutgers' existing debt balances. Ratings Rationale The confirmation reflects RCC's larger global footprint and improved product diversity following the Rutgers acquisition. At the same time, the rating recognizes the increased leverage position and contraction in key debt protection metrics such as EBIT/interest, the step out nature of the acquisition in terms of the business being acquired, and the execution risk associated with the acquisition. RCC's B1 corporate family rating reflects the company's free cash flow generation ability, the relative stability of its profitability and its good business fundamentals given its position as a leading supplier of essential carbon products to the aluminum industry. The rating also incorporates Moody's view that RCC will continue to generate stable EBITDA and free cash flow going forward. While Moody's believes that the acquisition of Rutgers is a medium to long-term credit positive, the rating considers the execution and integration risk associated with an acquisition of this size as well as some execution risks associated with the construction and operation of Rutgers Severtar joint venture with its Russian partner Severstal (Ba1 stable). On a pro forma basis, the combined company in fiscal 2011 achieved $1.9 billion in revenues and operated 17 production facilities located in at least seven countries. Rutgers is the world's second largest coal tar distiller and a major producer of coal tar pitch (CTP), along with co-products such as naphthalene oil, aromatic oils and other carbon chemicals used in various industrial and consumer applications. Both CPC and CTP are key inputs in the production of carbon anodes used in aluminum smelting. Given Rutgers more European focused business base, the acquisition will expand RCC's footprint in Europe from less than 20% of revenues in 2011 to 45%, while reducing the company's concentration in the Americas. Although Moody's expects RCC's debt protection metrics such as debt-to-EBITDA and EBIT-to-interest expense to weaken from historical averages as a result of the additional debt to fund the acquisition, Moody's believes that these metrics will remain well- positioned for the B1 rating level over the next 12 to 18 months, supported by both RCC's and Rutgers' stable operating performance and consistent positive cash flow generation. Notwithstanding the aforementioned business advantages of the acquisition to RCC's credit profile, the transaction is transformative for the company given the size and scale of Rutgers and therefore carries near-term execution risk. Additionally, the business of Rutgers is characterized by a relatively high regulatory risk profile, especially for compliance with environmental, health and safety matters. Rutgers maintains provisions to cover future potential liabilities and Evonik Industries Ag (Baa3 positive), its owner, prior to Rutgers acquisition by Triton Partners in 2008, has indemnified Rutgers for any liability arising from environmental related claims dating back to the period when Evonik was the owner, ie before 2008. A further consideration is the weak global demand for aluminum and the uncertain timeframe for improvement. A material contraction in worldwide aluminum production could have an impact on RCC's financial condition. The B1 rating on the senior secured notes reflects the benefit of the loss absorption provided by a considerable proportion of secured debt in the capital structure that is at parity with these instruments. Moody's believes that RCC will maintain good liquidity over the next four quarters, supported by positive operating cash flows and its cash position. Liquidity is further enhanced by a recently- executed $100 million asset-based revolver (ABL) that expires on November 2017. The company is required under the ABL to maintain a minimum fixed charge coverage ratio of 1.0 times should availability fall below $10 million. Moody's expects RCC to maintain sufficient availability under the ABL over the next four quarters such that covenants will not be tested. The stable outlook reflects the combined company's contract positions for CPC, GPC and CTP as well as its ability to generate positive cash flow in times of weak end user demand. However, the company is vulnerable to production curtailments in the aluminum industry, which would in turn result in lower demand for carbon- based products. Given the relatively modest size of the company, its exposure to commodity-like products, dependency on the aluminum industry as an end market and the near-term execution risks associated with a significant acquisition, upward rating movement is unlikely at this time. However, the rating or outlook could be favorably impacted should the company successfully execute the integration of Rutgers and maintain stable operating performance. Specifically, the ability to sustain leverage (as measured by debt-to-EBITDA) of less than 3.0 times, EBITDA-to-interest above 5.0 times and free cash flow-to-debt of at least 10% could lead to upward rating momentum. RCC's ratings could experience downward pressure if the fundamentals of its business were to dramatically deteriorate or key suppliers or off-takers were to move their business or curtail operations. In addition, an increase in leverage as measured by the debt-to-EBITDA ratio to more than 4.0 times or the inability to generate free cash flow could negatively impact the rating or the outlook. The principal methodology used in rating RCC was the Global Chemical Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Rain CII Carbon LLC (RCC) is a wholly owned subsidiary of Rain Commodities Limited (RCOL), an Indian domiciled company. RCC and its sister subsidiary Rain CII Carbon (Vizag) Limited (RCCVL), an Indian domiciled calcining company, rank among the top five calciners globally with consolidated CPC capacity of approximately 2.5 million metric tons, RCC accounting for roughly 1.9 million metric tons. RCC sells calcined petroleum coke (CPC) for two principal end uses: the production of aluminum and the production of titanium dioxide, although the majority of sales are to the aluminum industry. RCC also sells steam and electricity from waste heat generated during the calcining process. Through its planned acquisition of Rutgers N.V. ("Rutgers"), a leading coal tar distiller and major producer of coal tar pitch (CTP), along with co-products such as naphthalene oil, aromatic oils and other carbon chemicals, the company will add around 1.1 million metric tons of coal tar distillation capacity to its operations. For the twelve months ending September 30, 2012, RCC generated approximately $606 million of revenues. RAINBOW LAND: Zions Bank Can Proceed With Foreclosure ----------------------------------------------------- The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the District of Nevada lifted the automatic stay in the Chapter 11 case of Rainbow Land & Cattle Company, LLC, and authorized secured creditor Zions First National Bank to foreclose the real and personal property subject to the Zions Deed of Trust. The property consists approximately 506.64 acres, located in and around Caliente, Nevada, and certain water rights. About Rainbow Land Rainbow Land & Cattle Company, LLC, owns 466 undeveloped acres of real property located in Caliente, Nevada, along with 133 acre fee of water rights. Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-14009) on April 4, 2012. It scheduled $15.43 million in assets and $2.50 million in liabilities. The Debtor owns land and water rights in Caliente with a combined value of $15.4 million. The properties secure $2.4 million of debt. Judge Bruce A. Markell presides over the case. The Law Offices of Alan R. Smith serves as bankruptcy counsel. The petition was signed by John H. Huston, managing member. The Debtor's plan proposes to defer payments to Zions Bank, other secured creditors, and unsecured creditors for three years or earlier if a refinancing or sale of its property is obtained. REAL MEX: Wants Removal Deadline Extended Until Feb. 25 ------------------------------------------------------- Real Mex Restaurants, Inc., et al., filed with the Bankruptcy Court a fourth request for extension of the Debtors' period to file notices of removal with respect to civil actions pending as of the Petition Date. Real Mex wants the so-called removal deadline moved to Feb. 25, 2013. A Dec. 12 hearing has been set on the matter. Objections, if any, are due Dec. 5 at 4 p.m. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11- 13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. The Court has approved that certain asset purchase agreement between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012, for the sale of substantially all of the Debtors' assets. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq., at Reed Smith LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at Richards Layton & Finger. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern LLP. The Official Committee of Unsecured Creditors tapped Kelley Drye & Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its financial advisor. Early this year, the Bankruptcy Court authorized Real Mex to sell substantially all of their assets to RM Opco, LLC, an entity formed by a group of its bondholders. Pursuant to the Jan. 27, 2012 purchase agreement, the purchaser made a written offer to acquire the assets in exchange for (i) an $80,000 credit bid, (ii) $53,569,000 in cash, and (iii) the assumption of the assumed liabilities. REVEL CASINO: Warns of Possible Bankruptcy Amid $1.3BB Debt Load ---------------------------------------------------------------- Salvador Rizzo, writing for NJ.com, reports that Revel, Atlantic City, New Jersey's newest oceanfront resort, has warned federal regulators about a potential bankruptcy or foreclosure, citing its growing debt load of more than $1.3 billion and the possibility that revenue will remain depressed as it has been all year. NJ.com reports Revel's difficult financial situation led the state's top Democrat, Senate President Stephen Sweeney, to urge regulators to take a closer look at the casino's finances. At the same time, Atlantic City officials warned they might have to take over the property if it doesn't pay millions of dollars in overdue taxes. The report also notes Revel's chief executive, Kevin DeSanctis, has said he is shaking up his leadership teams for hotel operations and marketing, and that he will borrow an unspecified amount next month after exhausting an emergency $100 million credit line tapped in August. The report recounts Revel's management team last month told the federal Securities and Exchange Commission that any extra debt could further weaken the casino's finances, but industry analysts said that without the cash infusion Revel might lose its property to creditors. "We are highly leveraged and future cash flow may not be sufficient for us to satisfy our debt," Revel executives wrote in an SEC filing on Oct. 1, NJ.com notes. "Our substantial debt could have important consequences" including an involuntary bankruptcy or foreclosure, the resort said. On Nov. 21, 2012, Revel said it is in active discussions with a majority of its lending group to provide additional capital for liquidity and to fund certain gaming projects at its resort in Atlantic City. While the exact amount and structure of the capital infusion continues to be negotiated, the Company expects to close on such additional funding within approximately 45 days. For the first six months since opening in April, Revel reported a net loss of $168.3 million to the SEC earlier this month. NJ.com relates Atlantic City officials said Revel owed $12 million in overdue property taxes, and that they had put the resort on notice that they might claim the property to recoup the money. However, they said they had also entered "good faith negotiations" to resolve three tax lawsuits. NJ.com also notes as of mid-September, Revel owed nearly $35 million to 22 contractors, according to a Star-Ledger review of lawsuits, liens and other filings. This week, a local union in Atlantic City, Unite Here Local 54, told Mr. Sweeney the number had grown to $51 million. REVEL ENTERTAINMENT: Bank Debt Trades at 44% Off ------------------------------------------------ Participations in a syndicated loan under which Revel Entertainment Group LLC is a borrower traded in the secondary market at 55.50 cents-on-the-dollar during the week ended Friday, Nov. 30, a drop of 0.50 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 750 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 15, 2017, and carries Moody's Caa1 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 207 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Revel Entertainment -- http://www.revelresorts.com/-- owns Revel, a newly opened beachfront resort that features more than 1,800 rooms with sweeping ocean views. The smoke-free resort has indoor and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a collection of 14 restaurant concepts, and a casino. Revel is located on the Boardwalk at Connecticut Avenue in Atlantic City, New Jersey. REX ENERGY: S&P Withdraws 'B' Corp. Credit Rating at Request ------------------------------------------------------------ Standard & Poor's Ratings Services withdrew its 'B' corporate credit rating on State College, Pa.-based exploration and production (E&P) company Rex Energy Corp. (Rex) at the company's request. "We also withdrew our 'B-' issue level rating on the company's proposed $250 million senior unsecured notes due 2020," S&P said. "We withdrew our rating after Rex announced that it would not proceed with its planned $250 million of senior unsecured notes offering," S&P said. RIVERWOOD HOMES: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: Riverwood Homes, Inc. 2825 NW 12th Avenue Camas, WA 98607 Bankruptcy Case No.: 12-48056 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: John D. Nellor, Esq. J. D. NELLOR, PC Park Tower One 201 N.E. Park Plaza Drive, Suite 202 Vancouver, WA 98684 Tel: (360) 816-2241 E-mail: jd@nellorlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its six unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/wawb12-48056.pdf The petition was signed by Matthew Morris, president. ROGELIO VARGAS: Fla. Court Affirms Ruling in Deutsche Bank Dispute ------------------------------------------------------------------ The District Court of Appeal of Florida, Third District, ruled 2- to-1, in rejecting Rogelio Vargas, et al.'s appeal from an order overruling exceptions and affirming a general magistrate's report and recommendation on his post-final judgment "Motion to Enforce Loan Modification Agreement Entered into in Open Court." The District Court held that the lower court was without authority to entertain Mr. Vargas' multiple motions to force or enforce a loan modification agreement after a foreclosure judgment became final; there is no evidence that the lender bank agreed to a modification of the underlying loan on the foreclosed property "in open court" at a post-judgment hearing; and Mr. Vargas' claim that he entered into a modification of his loan agreement "in open court" is barred by the applicable statute of frauds. On July 28, 2006, Mr. Vargas and his wife borrowed $232,000 from First NLC Financial Services, LLC, agreeing to repay the loan on a monthly basis. On Dec. 21, 2007, after three missed payments, Deutsche Bank National Trust Co., the current owner of the loan, filed a foreclosure action against the Vargases. A final foreclosure judgment was ultimately entered in Deutsche Bank's favor, and the sale of the property was scheduled and then rescheduled twice at Deutsche Bank's request. In the interim, Deutsche Bank's servicing agent, Ocwen Loan Servicing, forwarded a loan modification package to the Vargases, offering to modify the loan from its then balance of $230,596.06 to $267,939.14, and setting the monthly payments at $1,207.38. The proposal contained an acceptance date of Oct. 24, 2008. The Vargases did not initially accept the offer, which would have substantially increased their balance, and instead, sought to compel a more reasonable forbearance agreement. The Vargases attempted to the make payments due under the loan modification agreement, but Deutsche Bank rejected the payments. The foreclosure sale was ultimately reset for Feb. 12, 2009. Mr. Vargas filed for Chapter 11 bankruptcy protection on Feb. 11, thereby automatically postponing the foreclosure sale. The case is Rogelio Vargas, et al., Appellants, v. Deutsche Bank National Trust Co., et al., Appellees, No. 3D11-554 (Fla. Dist. Ct.). A copy of the Court's Opinion dated Nov. 28, 2012, is available at http://is.gd/iMnuphfrom Leagle.com. RG STEEL: Esmark Has Deal With United Steelworkers -------------------------------------------------- Esmark Inc. and its wholly owned steel services subsidiary, Esmark Steel Group, jointly disclosed with the United Steelworkers of America (USW) that they have reached a tentative agreement with Local 1223 on a four-year collective bargaining agreement for workers at Esmark's newly acquired Ohio Cold Rolling Company. USW Local 1223's Executive Committee confirmed that it will submit the agreement to its members for a ratification vote during the week of December 3rd. James P. Bouchard, Chairman and Chief Executive Officer of Esmark Inc., applauded the tentative agreement and said, "This is an important milestone in our ongoing efforts to restart operations at Ohio Cold Rolling Company, and we could not have achieved this agreement without the support and collaboration of the USW, District 1 Director Dave McCall and Local 1223 President Jerry Conners. We look forward to the membership's vote next week and focusing on restarting operations early next year." USW District 1 Director Dave McCall added that the tentative agreement paves the way to bring back sorely need jobs to the Ohio Valley and revive the historic Yorkville cold-rolled finishing mill. "This agreement is the culmination of months of hard work and signals a brighter future for our members, the steel industry and the Ohio Valley's economic engine," he said. Tom Modrowski, Chief Executive Officer of Esmark Steel Group, said a ratified collective bargaining agreement and expected restart of the Yorkville facility will contribute to Esmark's long-term strategy to offer its U.S. customers a broader range of steel products and value-added services. "Ohio Cold Rolling Company's focus will be on serving the light gauge and narrow width coil niche in the marketplace, and together with our Ohio Coatings Company subsidiary we expect to be a premier supplier of both cold-rolled and tin plate products. We're excited about rolling our first coils and better serving our growing customer base," he added. Modrowski noted that some of the key economic provisions of the tentative collective bargaining agreement call for wage increases over the term of the four-year agreement, comprehensive healthcare for workers and their families, financial contributions to the Steelworker Pension Fund, and participation in a Voluntary Employee Beneficiary Association (VEBA) Trust providing healthcare benefits for retired union workers. Esmark acquired the former RG Steel Yorkville cold-rolled finishing mill in a bankruptcy court-supervised auction in August of this year, as well as RG Steel's 50 percent interest in Ohio Coatings Company's tin plate production facility. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Huron Consulting Services LLC serves as its financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. SAGE PRODUCTS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned Cary, Ill.-based health care products company Sage Products its 'B' corporate credit rating. The outlook is stable. "At the same time, we assigned the $440 million first-lien debt (which includes an undrawn $60 million revolving credit facility due 2017 and a $380 million first-lien term loan due 2019) our 'B' issue-level rating with a recovery rating of '3', indicating meaningful (50% to 70%) recovery in the event of a payment default. We also assigned the $200 million second-lien debt our 'CCC+' issue-level rating with a recovery rating of '6', indicating our expectation of negligible (0% to 10%) recovery in the event of a default," S&P said. "Standard & Poor's Ratings Services' ratings on Cary, Ill.-based Sage Products Holdings III LLC reflect a 'highly leveraged' financial risk profile (per our criteria), because of debt to EBITDA of about 6.5x, pro forma for its leveraged buyout (LBO), and our expectation that it will remain above 5x through 2015. The rating also incorporates a 'weak' business risk profile, dominated by its relatively narrow medical products focus. Sage manufactures disposable medical supplies that help prevent hospital-acquired conditions such as ventilator-associated conditions, pressure ulcers, surgical site infections, and catheter-associated urinary tract infections," S&P said. "We expect the company to expand its revenues through 2013 at a mid- to high-single-digit rate that is about twice the growth we expect in overall health care spending in the U.S., which accounts for the large majority of company revenues," said Standard & Poor's credit analyst Michael Kaplan. "Our stable rating outlook reflects our expectations that Sage Products will largely sustain a favorable operating performance in the year ahead. Still, even if the company achieves mid- to high- single-digit growth and somewhat improves margins, as we currently assume, cash from operations will be modest and will not be used for debt repayment, keeping debt leverage high," S&P said. "We could consider a downgrade if the company's leverage rises above 7.0x and discretionary cash flows fall. This could occur if its sales growth were to slow to the mid-single digits and if EBITDA margins were to decline by 250 basis points (bps). We also could lower the ratings if liquidity becomes constrained such that revolver availability and cash on hand drop below $10 million. This could result from unexpected product issues or production Problems," S&P said. "Although unlikely, we would consider an upgrade if the company continues to generate good cash flow and demonstrates a commitment to leverage reduction, by maintaining adjusted debt to EBITDA below 5.0x. This would require double-digit revenue growth, a several-hundred-basis-point improvement in EBITDA margins, and a focus on reducing debt," S&P said. SARASOTA SUNCOAST: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Sarasota Suncoast Community Church, Inc. 8000 Hawkins Road Sarasota, FL 34241 Bankruptcy Case No.: 12-18105 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $5,648,212 Scheduled Liabilities: $11,557,236 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-18105.pdf The petition was signed by Larry M. Baucom, president. SATCON TECHNOLOGY: Seeks Court Approval on Converters Deal ---------------------------------------------------------- Jamie Santo at Bankruptcy Law360 reports that Satcon Technology Corp. appeared in Delaware bankruptcy court Thursday seeking approval of a settlement with the manufacturer of its solar power converters, a pact that the company says is vital to its economic survival but that secured lenders claim endangers their liens. About SatCon Technology Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) -- http://www.satcon.com/-- and its wholly owned subsidiaries provide utility-grade power conversion solutions for the renewable energy market, primarily for large-scale commercial and utility- scale solar photovoltaic markets. Satcon Technology Corporation, along with six related entities, filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on Oct. 17, 2012. Satcon disclosed assets of $92.3 million and liabilities totaling $121.9 million. Liabilities include $13.5 million in secured debt owing to Silicon Valley Bank. There is another $6.5 million in secured subordinated debt. Unsecured liabilities include $16 million on subordinated notes. The Hon. Kevin Gross presides over the case. Dennis A. Meloro, Esq., at Greenberg Traurig serves as the Debtors' counsel. Fraser Milner Casgrain LLP acts as the general Canadian counsel. Lazard Middle Market LLC serves as the Debtors' financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as the Debtors' claims and noticing agent. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. SINO-FOREST: Amends Plan of Compromise and Reorganization --------------------------------------------------------- Sino-Forest Corporation disclosed that, in connection with its creditor protection proceedings under the Companies' Creditors Arrangement Act (Canada), it has made certain amendments to the Plan of Compromise and Reorganization dated Oct. 19, 2012 which was previously filed with the Ontario Superior Court of Justice. The amendments were made in accordance with the terms of the Amended Plan and the Plan Filing and Meeting Order of the Court dated Au. 31, 2012 and with the consent of the ad hoc committee of the Company's noteholders. A copy of the Amended Plan is available on the Monitor's website at http://cfcanada.fticonsulting.com/sfc To allow creditors an opportunity to review the Amended Plan, the time for the meeting of creditors to consider the Amended Plan was extended to Nov. 30, 2012. About Sino-Forest Corp. Sino-Forest Corporation -- http://www.sinoforest.com/-- is a commercial forest plantation operator in China. Its principal businesses include the ownership and management of tree plantations, the sale of standing timber and wood logs, and the complementary manufacturing of downstream engineered-wood products. Sino-Forest also holds a majority interest in Greenheart Group Limited, a Hong-Kong listed investment holding company with assets in Suriname (South America) and New Zealand and involved in sustainable harvesting, processing and sales of its logs and lumber to China and other markets around the world. Sino-Forest's common shares have been listed on the Toronto Stock Exchange under the symbol TRE since 1995. Sino-Forest Corporation on March 30, 2012, obtained an initial order from the Ontario Superior Court of Justice for creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act. Under the terms of the Order, FTI Consulting Canada Inc. will serve as the Court-appointed Monitor under the CCAA process and will assist the Company in implementing its restructuring plan. Gowling Lafleur Henderson LLP is acting as legal counsel to the Monitor. During the CCAA process, Sino-Forest expects its normal day-to- day operations to continue without interruption. The Company has not planned any layoffs and all trade payables are expected to remain unaffected by the CCAA proceedings. SNO MOUNTAIN: No Ruling Yet on Trustee's Request to Use Cash ------------------------------------------------------------ The Times-Tribune reports Judge Jean FitzSimon held a hearing on Nov. 29, 2012, on the request of bankruptcy trustee Gary Seitz to use Sno Mountain's cash to pay the facility's 13 employees and renew its fire and liability insurance coverage, which would expire in December. Judge FitzSimon did not rule on the request. About Sno Mountain Various parties -- predominated by various limited partners of Sno Mountan LP, including Richard Ford, Charles Hertzog, Edward Reitmeyer, who are each guarantors of certain obligations owing by Sno Mountain -- filed an involuntary Chapter 11 petition against Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012. The other petitioning parties include Wynnewood Capital Partners, L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen Hertzog. The Alleged Debtor is the owner and operator of a popular ski mountain resort and water park known as "Sno Mountain," located at 1000 Montage Mountain Road in Scranton, Pennsylvania. The Debtor's bankruptcy case is a "single asset real estate" case within the meaning of 11 U.S.C. Sec. 101(51)(B). Judge Jean K. FitzSimon oversees the case. Brian Joseph Smith, Esq., at Brian J. Smith & Associates PC, represents the petitioning creditors. SOLAR TRUST: IRS Objects to Chapter 11 Liquidation Plan ------------------------------------------------------- Stewart Bishop at Bankruptcy Law360 reports that the Internal Revenue Service on Thursday objected to the Chapter 11 liquidation plan of Solar Trust of America LLC in Delaware federal court, saying it fails to preserve the setoff and recoupment rights of the agency. About Solar Trust Solar Trust of America LLC, Solar Millennium Inc., and nine affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11136) on April 2, 2012. Solar Trust is a joint venture created by Solar Millennium AG and Ferrostaal AG to develop solar projects at locations in California and Nevada. Located in the "Solar Sun Belt" of the American Southwest, the project sites have extremely high solar radiation levels, and allow the Debtors' projects to harness high levels of solar power generation. Projects include the rights to develop one of the world's largest permitted solar plant facilities with capacity of 1,000 MW in Blythe, California. Two other projects contemplated 500 MW solar power facilities in Desert Center, California and Amargosa Valley, Nevada. Although the Debtors have obtained highly valuable transmission right and permits, each project is only in the developmental phase and does not generate revenue for the Debtors. Ferrostaal ceased providing funding two years ago and SMAG, due to its own deteriorating financial condition, stopped providing funding after December 2011. NextEra Energy Resources LLC committed to provide a postpetition secured credit facility and has expressed an interest in serving as stalking horse purchaser for certain of the Debtors' assets. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. K&L Gates LLP is the special corporate counsel. Ridgecrest Solar Power Project, LLC, and two entities filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to 12-11206) on April 10, 2012. Ridgecrest Solar, et al., are affiliates of Solar Trust of America LLC. STA Development, LLC, one of the debtors that filed for bankruptcy April 2, owns 100% of the interests in Ridgecrest, et al. Ridgecrest Solar Power estimated up to US$50,000 in assets and debts. Ridgecrest Solar I, LLC, estimated up to US$50,000 in assets and up to US$10 million in liabilities. In July 2012, NextEra Energy Inc. received formal authority to buy the unfinished 1,000-megawatt facility in Blythe, California, owned by Solar Millennium Inc. NextEra is paying US$10 million in cash plus as much as $40 million when the project is finished. The Delaware Bankruptcy Court also approved selling the 500- megawatt project under development in Desert Center, California, to BrightSource Energy Inc. for a price that may reach about US$30 million. SOUTHERN AIR: Creditors Want Plan Hearing Delayed for 3 Weeks ------------------------------------------------------------- A three-member official committee of unsecured creditors in the Chapter 11 case of Southern Air Holdings, Inc., et al., has asked the Bankruptcy Court to slow down the process of confirming the Debtors' reorganization plan. The Committee, which was appointed by the U.S. Trustee on Nov. 21, wants the Court to extend the Dec. 3, 2012 deadline for the Committee to object to the Disclosure Statement; and adjourn the Dec. 10, 2012 Disclosure Statement Hearing for another three weeks. In the alternative, the Committee wants the Debtors to amend the Disclosure Statement. The Plan, filed Oct. 18, embodies the terms of a global settlement by and among the Debtors, certain prepetition secured lenders, and Oak Hill Capital Partners II, L.P., and Oak Hill Cargo 360, LLC. The Oak Hill Entities comprise the Debtors' prepetition controlling shareholder and controlling board member, prepetition lessor, prepetition creditor, post-petition secured lender, and proposed recipients of 17.5% of the equity in the reorganized Debtors. Oak Hill Acquisition is listed as the creditor holding the third largest prepetition general unsecured claim against the Debtors in the amount of approximately $2.5 million. The Plan Term Sheet and proposed Plan provides that the Oak Hill Entities will extend post-petition secured financing in the form of monthly payments to the Debtors up to a total of $20 million. The Committee said it has requested but has not received any information from the Debtors or the Oak Hill Entities. As a result of the parties' failure to provide any information to the Committee, the Committee said it is unable to substantively review and analyze the statements made in the Disclosure Statement or formulate a position with respect thereto. By way of example only (and without limiting the Committee's rights to object to the Disclosure Statement on additional grounds), the Committee is unable to assess the appropriateness of the third party releases, the disclosures with respect thereto, or the procedures for parties to opt-out of such releases. Additionally, the Committee has no way of knowing -- because it has not had any opportunity, let alone a reasonable one, to conduct diligence into the proposed distribution to unsecured creditors. Moreover, the Committee has no information to evaluate the proposed distribution of new equity to the Oak Hill Entities under the Plan. Finally, whether and to what extent there are valuable claims against any of the Oak Hill Entities, any former or current directors or officers of the debtors, or any other party are not described in the Disclosure Statement and the Committee cannot assess whether such disclosures are adequate, or whether there exist claims that should be pursued for the benefit of all stakeholders. The Committee said the requested adjournment is sought solely to provide the panel with sufficient time to review relevant information relating to important issues embodied in the Disclosure Statement to formulate a position with respect to them. The Committee and its professionals are prepared for an expedited process and submit that the adjournment requested herein will not prejudice the Debtors or any other stakeholder in the Chapter 11 Cases. On Oct. 12, the Office of the United States Trustee for Region 3 conducted a committee formation meeting at which no official committee for unsecured creditors was formed. On Nov. 21, just prior to the Thanksgiving Holiday, the U.S. Trustee appointed the Committee. Promptly thereafter, on Nov. 27, the Committee retained Lowenstein Sandler PC as its counsel. The Committee also has hired Pachulski Stang Ziehl & Jones LLP. The Committee members are: 1. Arrow Air Unsecured Creditor Trust Attn: Barry E. Mukamal Liquidating Trustee 1 S.E. 3rd Ave., 10th Floor Miami, FL 33131 Tel: 305-995-9770 Fax: 305-377-8331 2. Williams Aerospace, LLC Attn: Mark Walenczyk 5050 Poplar Ave., Ste. 1734 Memphis, TN 38157 Tel: 901-255-2623 Fax: 901-302-9278 3. Aquinas Consulting, LLC Attn: Sally Reed 154 Herbert St. Milford, CT 06461 Tel: 203-876-7822 Fax: 203-876-9804 In October, the Court authorized, on a final basis, Southern Air to obtain postpetition financing consisting of a superpriority priming delayed-draw term loan facility, in an aggregate principal amount of up to $65.5 million, and other financial accommodations. The DIP facility consists of: a) a superpriority priming new money delayed draw term loan facility in the principal amount of $25 million, and term loans to be secured by liens on the collateral from Capital Imperial Bank of Commerce, New York Agency, as administrative agent and collateral agent, and certain financial institutions that are party to the DIP loan agreement; b) roll-up loans of approximately $37.5 million with respect to each person who beneficially owns obligations under the prepetition senior credit facilities; c) interim facility limited to $12.5 million. About Southern Air Based in Norwalk, Connecticut, military cargo airline Southern Air Inc. -- http://www.southernair.com/-- its parent Southern Air Holdings Inc. and their affiliated entities filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to 12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in business from the U.S. Department of Defense, which reduced its troop count in Afghanistan and hired Southern Air less frequently. Bankruptcy Judge Christopher S. Sontchi presides over the case. Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan, Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq., and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtor's counsel. Zolfo Cooper LLC serves as the Debtors' bankruptcy consultant and special financial advisor. Kurtzman Carson Consultants, LLC, serves as claims and notice agent. CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets and $288,000,000 in liabilities as of the Chapter 11 filing. The petition was signed by Jon E. Olin, senior vice president. Canadian Imperial Bank of Commerce, New York Agency, the DIP agent and prepetition agent, is represented by Matthew S. Barr, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards Layton & Finger PA. Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC. The Debtors' Plan provides that lenders agreed to accept ownership of the company as payment for their $288 million loan. SOUTHERN AIR: Plan Disclosure Lacks Info, U.S. Trustee Says ----------------------------------------------------------- Jamie Santo at Bankruptcy Law360 reports that the federal government and the U.S. trustee took issue with Southern Air Holdings Inc.'s proposed Chapter 11 disclosure statement Tuesday, saying it fails to provide adequate information on the airline's reorganization plan, which appears to force creditors into granting "voluntary" releases. In separate objections filed in Delaware bankruptcy court, U.S. Attorney Charles Oberly III and U.S. Trustee Roberta A. DeAngelis said Southern Air's disclosure statement does not allow creditors to make an informed judgment on its Chapter 11 plan as it fails to explain key provisions, Bankruptcy Law360 relates. About Southern Air Based in Norwalk, Connecticut, military cargo airline Southern Air Inc. -- http://www.southernair.com/-- its parent Southern Air Holdings Inc. and their affiliated entities filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to 12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in business from the U.S. Department of Defense, which reduced its troop count in Afghanistan and hired Southern Air less frequently. Bankruptcy Judge Christopher S. Sontchi presides over the case. Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan, Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq., and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtor's counsel. Zolfo Cooper LLC serves as the Debtors' bankruptcy consultant and special financial advisor. Kurtzman Carson Consultants, LLC, serves as claims and notice agent. CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets and $288,000,000 in liabilities as of the Chapter 11 filing. The petition was signed by Jon E. Olin, senior vice president. Canadian Imperial Bank of Commerce, New York Agency, the DIP agent and prepetition agent, is represented by Matthew S. Barr, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards Layton & Finger PA. Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC. The Debtors' Plan provides that lenders agreed to accept ownership of the company as payment for their $288 million loan. Roberta DeAngelis, U.S. Trustee for Region 3, notified the Court that she was unable to form an official committee of unsecured creditors due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. ST. PAUL CROATIAN: Former Exec. Gets 14 Years for Loan Scheme ------------------------------------------------------------- Nathan Hale at Bankruptcy Law360 reports that Anthony Raguz, who played a central role in a massive fraud that led to one of the largest credit union failures in American history, was sentenced to 14 years in prison and ordered to pay more than $72.5 million in Ohio federal court on bribery, fraud and money-laundering charges. As chief operating officer of the now-defunct St. Paul Croatian Federal Credit Union in Eastlake, Ohio, Raguz received more than $1 million in bribes, gifts and kickbacks for writing in excess of 1,000 bad loans, according to Bankruptcy Law360. On April 23, 2011, the credit union was placed into conservatorship by the National Credit Union Administration Share Insurance Fund. The NCUA liquidated St. Paul's and discontinued its operations after determining it was insolvent, according to The News-Herald. At the time of the liquidation, the credit union served 5,400 members and had assets of $238.8 million, according to the indictment obtained by The News-Herald. TEN SAINTS: Dec. 17 Hearing on Plan, Wells Fargo's Foreclosure Bid ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada will convene a combined hearing on Dec. 17 and 18, 2012, to consider adequacy of the disclosure statement and confirmation of Ten Saints LLC's proposed Chapter 11 plan. At the hearing, the Court will also consider Wells Fargo Bank, N.A.'s objection to the adequacy of the Disclosure Statement. According to Wells Fargo, the Court must (i) deny approval of the Disclosure Statement; (ii) approve a pending request to lift the automatic stay so the bank may proceed with a foreclosure sale. Wells Fargo is owed more than $14.48 million and has a blanket lien in substantially all of the Debtor's assets. Amended Plan of Reorganization The Plan provides that all of the Debtor's assets will vest in the Reorganized Debtor, which will continue to exist as a separate entity in accordance with applicable law. On the Effective Date (i) the Amended and Restated Note will be executed by Reorganized Debtor and delivered to secured lender; and (ii) the loan documents will remain in full force and effect, save and expect that without any further action by Reorganized Debtor or secured lender, all of the loan documents will be deemed to have been amended. The Plan provides for this treatment of claims: (a) Secured Lender Claim I($14,488,705) -- On the Effective Date, all pre-Effective Date defaults under the loan documents will be deemed to have been cured and on the Effective Date, Debtor or Reorganized Debtor will be current and in good standing under the loan documents. Additionally, on the Effective Date, the loan documents will remain in full force and effect. (b) Priority Unsecured Claims ($0) -- will be paid in full, in cash, on the latest of: (i) the Effective Date, or soon thereafter as is practical; (ii) the date as may be fixed by the Bankruptcy Court, or as soon thereafter as is practicable; (iii) the 14th business day after the claim is allowed, or as soon thereafter as is practicable; or (iv) the date as the holder of the claim and Reorganized Debtor has agreed or will agree. (c) General Unsecured Claims ($212,000) -- each creditor with an Allowed General Unsecured Claim will be paid in full with interest at the Unsecured Interest Rate, which is 3% per annum, through Distributions tendered by Reorganized Debtor. (d) The Holders of Equity Securities of Debtor will retain all of their legal interests. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/TEN_SAINTS_ds_amendedplan.pdf About Horizon Village et al. Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns the Vons-anchored Horizon Village Square Shopping Center near I-515 and Horizon Drive in Henderson. The property includes five retail buildings with nearly 43,000 square feet of space. Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134- room Hampton Inn & Suites at St. Rose Parkway and Seven Hills Drive in Henderson. Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11- 21026) owns the Desert Canyon Business Park at Russell Road and the Las Vegas Beltway. It has two buildings and 15 acres. Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office building at 9115 W. Russell Road occupied by Bank of George, Infinity Plus LLC and Nigro Construction Inc. Todd Nigro said the four bankruptcies were caused by threatened foreclosures -- typically related to Wells Fargo Bank demanding payments to keep loan-to-value ratios at specified levels. Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon Silver serve as the Debtors' bankruptcy counsel. The bankruptcy petitions estimated assets and debts from $1 million to $10 million each for Nigro HQ; and from $10 million to $50 million in both assets and debts for Horizon Village, Ten Saints and Beltway One. The cases are not jointly administered. A fifth related business, Russell Boulder LLC, filed for bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010. It owns the 600-suite Siena Suites extended stay property at Boulder Highway and Russell Road. Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as counsel. TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 77.03 cents-on-the- dollar during the week ended Friday, Nov. 30, an increase of 0.41 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2014. The loan is one of the biggest gainers and losers among 207 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRICO MARINE: Lenders Seek Contempt in $65-Mil. Loan Dispute ------------------------------------------------------------ Daniel Wilson at Bankruptcy Law360 reports that a former unit of Trico Marine Services Inc. was hit with a suit in New York state court Tuesday by a private equity firm that alleges Trico failed to respond to a subpoena for documents in a dispute in Texas court over a $65 million loan. According to the complaint, filed by three funds owned by Tennenbaum Capital Partners LLC, Trico Shipping AS blew an April deadline to reply to a New York state court-issued subpoena requesting documents, and had still not properly responded, Bankruptcy Law360 relates. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provided subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-12653) on Aug. 25, 2010. John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, serve as the Debtor's bankruptcy counsel. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. The financial advisors are Evercore Partners and AP Services LLC. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. PricewaterhouseCoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and were not subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. The Trico Supply Group -- which includes Trico Supply AS, Trico Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other subsidiaries -- completed an out-of-court restructuring in May 2011. Pursuant to the out-of-court restructuring, $399,500,000 or 99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014, the Trico Supply Group's working capital facility debt and intercompany claims and interests held by Trico Marine entities, were equitized and the holders received common stock of DeepOcean Group Holding AS, a new Norwegian private limited company. DeepOcean Holding and its subsidiaries, including Trico Supply, Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun off Trico Marine. As reported in the TCR on Aug. 8, 2011, the U.S. Bankruptcy Court for the District of Delaware confirmed Trico Marine Services Inc.'s Chapter 11 plan of liquidation, clearing the defunct marine oil services company to distribute about $37 million to creditors. On Aug. 11, 2011, the Plan became effective pursuant to the terms thereof and, from and after the Effective Date, the terms of the Plan began to govern the wind down and liquidation of the Plan Debtors' estates and distributions of the Plan Debtors' assets to their creditors. USG CORP: Moody's Affirms 'Caa1' CFR/PDR; Outlook Positive ---------------------------------------------------------- Moody's Investors Service affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1 Probability of Default Rating, and affirmed its speculative grade liquidity rating at SGL-3. In a related rating action, Moody's improved USG's rating outlook to positive from stable, reflecting its expectations for improving credit metrics as the company benefits from the rebound in the domestic repair and remodeling and new home construction sectors, key drivers of USG's earnings. The following ratings/assessments were affected by this action: Corporate Family Rating affirmed at Caa1; Probability of Default Rating affirmed at Caa1; Senior unsecured notes due 2014 (guaranteed) affirmed at B2 (LGD3, 30%); Senior unsecured notes due 2018 (guaranteed) affirmed B2 (LGD3, 30%); Senior unsecured notes due 2020 (guaranteed) assigned B2 (LGD3, 30%); Senior unsecured notes due 2016 (not guaranteed) affirmed at Caa2 (LGD5, 79%); and, Senior unsecured notes due 2018 (not guaranteed) affirmed at Caa2 (LGD5, 79%). Shelf registration: senior unsecured notes (P) Caa2. Industrial Revenue Bonds ("IRB") with various maturities (not guaranteed) affirmed at Caa2 (LGD5, 79%). The company's speculative grade liquidity rating remains SGL-3. Ratings Rationale USG's Caa1 Corporate Family Rating reflects its high debt leverage characteristics, despite Moody's expectation of improving operating performance. Based on its forecasts Moody's believes that the company's leverage could trend towards 6.0 times by mid- 2014 from 9.7 times at 3Q12, and its debt-to-book capitalization may approach 80% over the same time period from 96.3% at September 30, 2012 (all ratios incorporate Moody's standard adjustments). Moody's forward-looking estimates are contingent upon the conversion of USG's 10% $400 million senior unsecured convertible notes due 2018 to common equity upon expiration of the non-call period on December 1, 2013. The ability to further reduce balance sheet debt is constrained, as the company's working capital needs and substantial debt service requirements limit free cash flow generation. Cash interest payments alone currently approach $200 million per year, however, this amount would fall by $40 million in 2014 if the convertible notes are called. USG will likely begin generating significant free cash flow by mid-to late 2014 as the US housing market recovery continues to strengthen. The primary improvement in USG's leverage metrics will be derived from better operating performance due to higher volumes and higher pricing, the success of the UltraLight brand wallboard, and ongoing cost reductions. As a result, interest coverage defined as EBITA-to- interest expense could near 1.50 times by late-2014 versus 0.5 times 12 months through September 30, 2012 (all ratios incorporate Moody's standard adjustments). "USG is well positioned to reap the benefits of past and ongoing business rationalization efforts," according to Peter Doyle, Moody's Senior Analyst. "We expect USG's operating leverage to benefit from the increase in volumes, resulting in much improved credit metrics." The change in rating outlook to positive from stable reflects Moody's view that combination of potential debt reduction from the conversion of the 10% senior unsecured convertible notes in December 2013 and stronger operating performance would result in key credit metrics that could support a higher rating. Positive rating actions may be taken if USG continues on its present trajectory as the rebound in its end markets continues to strengthen. Over time, debt-to-EBITDA sustained below 6.0 times or EBITA-to-interest approaching 2.0 times (all ratios incorporate Moody's standard adjustments) while maintaining a solid amount of liquidity could result in ratings improvement. Stabilization of the rating could occur if the rebound in the repair and remodeling and new housing construction end markets stalls, resulting in key credit metrics falling short of Moody's expectations. Deterioration in the company's liquidity profile due to the ongoing use of cash to make up for operating shortfalls while key credit metrics remain substandard could pressure the ratings as well. Failure to convert its $400 million senior unsecured convertible notes to equity no later than December 2013 could also further delay any positive rating actions. Also, without an improvement in the corporate family rating the guaranteed senior unsecured notes would likely be downgraded by one notch when the convertible notes are called, since this will eliminate $400 million of more junior debt in the capital structure, reducing the loss absorption in a recovery scenario. The principal methodology used in rating USG was the Global Manufacturing 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. USG Corporation, headquartered in Chicago, IL, is a leading producer and distributor of building materials in the Unites States, Canada and Mexico. The company manufactures and markets gypsum wallboard and operates a specialty distribution business that sells to professional contractors. USG also manufactures ceiling tiles and ceiling grids used primarily for commercial applications. Revenues for the twelve months through September 30, 2012 totaled approximately $3.0 billion. VERSO PAPER: Moody's Lowers CFR to 'B3'; Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Verso Paper Finance Holdings LLC corporate family rating (CFR) to B3 from B2 and downgraded the $89 million senior unsecured term loan due 2013 to Caa2 (LGD6 95%) from Caa1 (LGD6 95%). Moody's also downgraded Verso Paper Holdings LLC's ("Verso") $150 million asset based revolving loan (ABL) to Ba3 (LGD1 4%) from Ba2 (LGD1 4%), the $50 million revolving credit facility and the $345 million senior secured notes due 2019 rating to Ba3 (LGD2 21%) from Ba2 (LGD2 21%), the $272 million secured notes due 2019 to B3 (LGD3 47%) from B2 (LGD3 47%), the $396 million second-lien notes due 2019 to Caa1 (LGD5 72%) from B3 (LGD5 72%), the floating rate second-lien notes due 2014 to Caa2 (LGD5 87%) from Caa1 (LGD5 87%) and the $143 million subordinated notes to Caa2 (LGD6 91%) from Caa1 (LGD6 92%). The rating outlook is negative and the company's speculative grade liquidity rating remains SGL-3. The rating action reflects Verso's weaker than expected financial performance, continued secular decline in coated paper consumption and more challenging competitive landscape with the expected emergence from Chapter 11 of leading coated paper producer NewPage Corporation in a relatively stronger financial position. Downgrades: Issuer: Verso Paper Finance Holdings LLC Probability of Default Rating, Downgraded to B3 from B2 Corporate Family Rating, Downgraded to B3 from B2 Senior Unsecured Bank Credit Facility, Downgraded to Caa2 from Caa1 Issuer: Verso Paper Holdings LLC Senior Subordinated Regular Bond/Debenture, Downgraded to Caa2 from Caa1 Senior Secured Bank Credit Facility, Downgraded to Ba3 from Ba2 Senior Secured Regular Bond/Debenture, Downgraded to a range of Caa2 to Ba3 from a range of Caa1 to Ba2 Senior Secured Regular Bond/Debenture, Downgraded to a range of Caa2 to Ba3 from a range of Caa1 to Ba2 Upgrades: Issuer: Verso Paper Holdings LLC Senior Subordinated Regular Bond/Debenture, Upgraded to LGD6, 91% from LGD6, 92% Assignments: Issuer: Verso Paper Finance Holdings LLC Speculative Grade Liquidity Rating, Assigned SGL-3 Outlook Actions: Issuer: Verso Paper Finance Holdings LLC Outlook, Changed To Negative From Stable Issuer: Verso Paper Holdings LLC Outlook, Changed To Negative From Stable Withdrawals: Issuer: Verso Paper Holdings LLC Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Ratings Rationale The company's B3 CFR reflects its significant adjusted leverage at over 8x, its weak financial performance and the expectation that the company will continue to face secular demand declines for the various grades of coated paper it produces. The rating is supported by the company's vertically integrated, relatively low cost asset base and its strong market position as the second largest producer of coated papers in North America. Verso has adequate liquidity (SGL-3), with $54 million of cash and $107 million of committed unused bank lines available (as at September 2012 proforma for insurance cash proceeds received after the end of the quarter) to fund an expected free cash flow use of $10 million over the next year and $89 million of term loan coming due in February 2013. This incorporates some restriction on revolver usage under a fixed charge covenant. With most of Verso's assets secured, the company has limited alternative liquidity. The negative rating outlook reflects the risk of continued deterioration in the company's operating and financial performance, as well as the potential for constrained liquidity. A downgrade is likely if Moody's believes that Verso will not be able to refinance its near-term debt obligations on a timely basis or if Verso's normalized RCF/TD and (RCF-CapEx)/TD remain below 2% and 0%, respectively, for a sustained period of time. Moody's will consider an upgrade if Verso improves its liquidity position and if it is able to de-lever such that it can sustain RCF/TD above 5% and (RCF-CapEx)/TD above 3%. The principal methodology used in rating the company was the Global Paper and Forest Products Industry Methodology published in September 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Memphis, Tennessee, Verso is the second largest coated paper producer in North America producing both coated groundwood and coated freesheet. The company operates 8 paper machines at three mills in the US (Maine and Michigan), with total paper production capacity of approximately 1.5 million tons. VERTIS HOLDINGS: KEIP Integral to Overall Sale Strategy ------------------------------------------------------- Vertis Holdings persuaded the bankruptcy judge to give approval for an incentive bonus program for 92 executives and lower-ranking mangers that could cost $4.3 million. Vertis Holdings overcame the U.S. Trustee's objections. Responding to the objections, the Debtors, according to BankruptcyData, asserted, "The KEIP is an integral part of the Debtors' overall sale strategy in these cases. Quad, which was recently selected as the successful bidder for the Debtors' assets, actually required implementation of an incentive plan under its asset purchase agreement. And the KEIP has been carefully crafted to appropriately incentivize participants to preserve and maximize the value of the Debtors' estates during the sale process by aligning awards to key sale conditions. No party with an economic interest in these cases opposes the KEIP Motion." About Vertis Vertis Holdings Inc. -- http://www.thefuturevertis.com/-- provides advertising services in a variety of print media, including newspaper inserts such as magazines and supplements. Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821), returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to sell the business to Quad/Graphics, Inc., for $258.5 million, subject to higher and better offers in an auction. As of Aug. 31, 2012, the Debtors' unaudited consolidated financial statements reflected assets of approximately $837.8 million and liabilities of approximately $814.0 million. Bankruptcy Judge Christopher Sontchi presides over the 2012 case. Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by Blackstone Advisory Partners, Arnold & Porter LLP and Foley & Lardner LLP, special counsel for antitrust advice. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Quad/Graphics is a global provider of print and related multichannel solutions for consumer magazines, special interest publications, catalogs, retail inserts/circulars, direct mail, books, directories, and commercial and specialty products, including in-store signage. Headquartered in Sussex, Wis. (just west of Milwaukee), the Company has approximately 22,000 full-time equivalent employees working from more than 50 print-production facilities as well as other support locations throughout North America, Latin America and Europe. Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-11460) on July 15, 2008, to complete a merger with American Color Graphics. ACG also commenced separate bankruptcy proceedings. In August 2008, Vertis emerged from bankruptcy, completing the merger. Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its assets and debts of more than $1 billion. Affiliates also filed separate Chapter 11 petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The bankruptcy court approved the prepackaged Chapter 11 plan on Dec. 16, 2010, and Vertis consummated the plan on Dec. 21. The plan reduced Vertis' debt by more than $700 million or 60%. GE Capital Corporation, which serves as DIP Agent and Prepetition Agent, is represented in the 2012 case by lawyers at Winston & Strawn LLP. Morgan Stanely Senior Funding Inc., the agent under the prepetition term loan, and as term loan collateral agent, is represented by lawyers at White & Case LLP, and Milbank Tweed Hadley & McCloy LLP. The Official Committee of Unsecured Creditors tapped Cooley LLP as its lead counsel, BDO Consulting, a division of BDO USA, LLP as its financial advisor. VTEN MANAGEMENT: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: VTEN Management, LLC 5400 LBJ Freeway, Suite 900 Dallas, TX 75240 Bankruptcy Case No.: 12-37459 Chapter 11 Petition Date: November 30, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Frances Anne Smith, Esq. SHACKELFORD MELTON & MCKINLEY, LLP 3333 Lee Parkway, Tenth Floor Dallas, TX 75219 Tel: (214) 780-1400 Fax: (214) 780-1401 E-mail: fsmith@shacklaw.net Scheduled Assets: $1,813,908 Scheduled Liabilities: $6,019,813 A copy of the Company's list of its five unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txnb12-37459.pdf The petition was signed by Thomas Rouse, manager. * Argentina Bondholders Fight Injunction in 2nd Circuit ------------------------------------------------------- Sindhu Sundar at Bankruptcy Law360 reports that a group of bondholders on Monday asked the Second Circuit to stay an injunction by a lower court that prevents them from receiving interest payments on the bonds they purchased from Argentina unless the country starts paying another group of investors the money it owes them. In an emergency motion for stay, Bankruptcy Law360 relates, the bondholders, who hold exchange bonds of more than $1 billion, challenged the Nov. 21 injunction by U.S. District Judge Thomas Griesa that prevents them from receiving any payments. * Moody's Says CMBS Credit Quality Will Continue to Weaken ---------------------------------------------------------- The overall credit quality of loans backing new US commercial mortgage backed securities (CMBS) will continue to weaken in 2013, but underwriting will not match the low quality experienced when CMBS volumes peaked in 2007, according to Moody's Investors Service. Higher debt service coverage ratios (DSCR) and greater amortization will combine to somewhat mitigate the impact of higher leverage in new transactions, which Moody's expects will total $70 billion in 2013. "Higher DSCR helps reduce default risk during the term of a loan, and greater amortization helps reduce balloon risk when a loan matures," says Moody's Director of Commercial Real Estate Research Tad Philipp. "The higher DSCR and faster amortization on current loans are both due to historically low interest rates." Commercial real estate fundamentals will recover unevenly during 2013, according to the new Moody's report, "US CMBS 2013 Outlook: Credit Quality of New Loans to Slip but Not to Peak Levels." The recovery of two major CMBS sectors, office and retail, which account for more than 60% of recent issuance, will not occur until after 2013. "Office and retail have an ample supply of excess inventory that the market must absorb before rents can rise," says Mr. Philipp. "Multi-family and hotel, two other important sectors, are further along in their recovery, and net operating income for both will grow." The credit quality generally, and therefore the ratings, of outstanding CMBS transactions will be stable in 2013, with affirmations constituting 80% of rating actions and the remainder evenly divided between upgrades and downgrades. "Credit quality of the collateral supporting seasoned deals varies by sector and location," says Moody's Vice President Keith Banhazl. "Recovery will be uneven across the major US metro areas, and local property market analysis matters more than ever." "The proportion of delinquent and specially serviced CMBS loans will decline in 2013 but remain within a few percentage points of current levels," says Mr. Banhazl. "Losses on loans defaulting at maturity will be significantly lower than on loans defaulting during their term." * Kirkland's Paul Basta Earns Spot in Law360's Bankruptcy MVPs -------------------------------------------------------------- Kirkland & Ellis LLP partner Paul Basta had a banner year in 2012, successfully bringing warring parties to the bargaining table in out-of-court restructurings and helping The Great Atlantic & Pacific Tea Co. Inc. navigate a rocky Chapter 11 case, earning him a spot among Law360's Bankruptcy MVPs. * Law360 MVP Awards Go to Legal Top Guns From 52 Firms ------------------------------------------------------ Catherine Fredenburgh at Bankruptcy Law360 reports that over the next several weeks, Law360 will profile the winners of this year's MVP awards honoring attorneys whose achievements in major litigation or transactions have set a new standard for accomplishment in corporate law. After reviewing close to 500 nominations, a team of Law360 editors chose 113 lawyers to honor as MVPs for their accomplishments in litigation or transactions between October 2011 and October 2012. * St. John Named Chief Bankruptcy Judge for the E.D. of Virginia ---------------------------------------------------------------- Bankruptcy Judge Stephen C. St. John has been named the chief judge for the Eastern District of Virginia's bankruptcy courts. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Nov. 29-30, 2012 MID-SOUTH COMMERCIAL LAW INSTITUTE 33rd Annual Bankruptcy & Commercial Law Seminar Nashville Marriott at Vanderbilt, Nashville, Tenn. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 29 - Dec. 1, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 4-8, 2012 AMERICAN BANKRUPTCY INSTITUTE ABI/SJUSL Mediation Training Symposium St. John's University, Queens, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Jan. 24-25, 2013 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Four Seasons Hotel Denver, Denver, Colo. Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 7-9, 2013 AMERICAN BANKRUPTCY INSTITUTE Caribbean Involvency Symposium Eden Roc Renaissance, Miami Beach, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 17-19, 2013 AMERICAN BANKRUPTCY INSTITUTE Advanced Consumer Bankruptcy Practice Institute Charles Evans Whittaker Courthouse, Kansas City, Mo. Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 20-22, 2013 AMERICAN BANKRUPTCY INSTITUTE VALCON Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ Apr. 18-21, 2013 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ June 13-16, 2013 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ July 11-13, 2013 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 18-21, 2013 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 8-10, 2013 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 22-24, 2013 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ Nov. 1, 2013 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Atlanta Marriott Marquis, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 25, 2013 BEARD GROUP, INC. 20th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York, N.Y. Contact: 240-629-3300 or http://bankrupt.com/ Dec. 5-7, 2013 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Terranea Resort, Rancho Palos Verdes, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2012. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***