Monday, December 20, 2010

Post Reorg GGP Declares Cash/Stock Dividend

Blockbuster Plans to Close 182 Stores by April

MMI Investments Calls on EMS Tech to Sell Co

Seneca Opposed to Dynegy-IEH Deal

Pacholder HYF Declares Special Dividend

NEW YORK--(BUSINESS WIRE)-- The Pacholder High Yield Fund, Inc. (NYSE AMEX:PHF) declared a special dividend of $0.205 per common share payable on December 30, 2010 to shareholders of record on December 28, 2010. The ex-date for the dividend is December 23, 2010. The dividend is in addition to the $0.060 per common share monthly dividend for December which is also payable on December 30, 2010 to shareholders of record on December 28, 2010.

In addition, the Fund anticipates continuing to pay a regular monthly dividend in 2011, which is currently set at $0.060 per common share, subject to market conditions and the requirement that the Fund maintain an asset coverage of at least 200% of the Auction Rate Preferred Shares (“ARPS”) after payment of dividends.

The amount of monthly dividend may be more or less than the actual income earned by the Fund in a given month and the Board will continue to monitor the continuing appropriateness of the dividend level in light of market conditions and income earned by the Fund over time. In addition, during the last quarter of 2011, the Board will consider the amount of undistributed net income remaining, if any, and may declare a special dividend.

Telenor Not Supportive of VimpelCom Transaction

Form 13D -

Telenor Does Not Support Proposed VimpelCom Acquisition of Weather Investments
(Fornebu, Norway — 20 December 2010) As formally communicated to VimpelCom Ltd.’s Chairman yesterday, based on the information available to it and recent developments, Telenor ASA has determined that the proposed acquisition by VimpelCom Ltd. of Weather Investments S.p.A. is not in the best interests of VimpelCom shareholders and therefore does not intend to support the transaction.

“We strongly support VimpelCom’s expansion in accordance with the principles agreed at the time the company was created. However, in our capacity as a shareholder of VimpelCom Ltd., we do not believe this transaction makes strategic or financial sense for VimpelCom’s shareholders,” said Telenor spokesman Dag Melgaard.
Telenor ASA holds a 36% voting and 39.6% economic interest in VimpelCom Ltd.

Further information:
Dag Melgaard, Communication Manager, Group Communications, Telenor Group
tel: +47 901 92 000
e-mail: dag.melgaard@telenor.com

Post Reorg Global Power Pays Down Debt

TULSA, Okla., Dec. 20, 2010 (GLOBE NEWSWIRE) -- Global Power Equipment Group Inc. (GLPW:$21.60,00$0.24,001.12%) ("Global Power") announced today that it has paid down the term loan arranged upon emergence from bankruptcy in January of 2008 in its entirety. The balance on the term loan facility was $24.6 million as of September 30, 2010.

"We continue to streamline our capital structure, and are pleased to have paid down this term loan early," said David Keller, Global Power's President and Chief Executive Officer. "The further strength of our balance sheet today gives us major operating advantages and increased flexibility to consider a broad range of strategic alternatives to create shareholder value."

Global Power has also announced today the release of an updated Investor Presentation. The Presentation is available on Global Power's website, www.globalpower.com, in the Investor Information-Events & Presentations section.

Friday, December 17, 2010

Western Investment Asks SCD to Declassify Board

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were significantly undervalued and represented an attractive investment opportunity...

...The Reporting Persons are concerned by, among other things, the persistent discount to net asset value at which the Shares have been trading and believe that the Issuer should take appropriate action to cause the discount to net asset value to be eliminated or reduced to a nominal amount.

The Reporting Persons are also concerned with the Issuer’s general record of poor corporate governance and its classified board structure in particular. The Reporting Persons believe that the Board’s failure to institute best practice corporate governance measures is indicative of a board that places management’s interests over those of its shareholders.

On December 1, 2010, WIHP delivered a letter to the Corporate Secretary of the Issuer submitting a proposal for inclusion in the Issuer’s proxy for its 2011 annual meeting of stockholders (the “2011 Annual Meeting”) and to be voted on at the 2011 Annual Meeting. WIHP is proposing that the Board take the necessary steps to declassify the Board so that all directors are elected on an annual basis. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels and/or discount to net asset value of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals concerning, among other things, changes to the management, the Board, capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

Carl Icahn Discloses 5.8% stake in Chesapeake Energy

Item 4. Purpose of Transaction

The Reporting Persons acquired the Shares in the belief that the Shares
were undervalued. The Reporting Persons have had and intend to seek to continue
to have conversations with the Issuer's management to discuss the business and
operations of the Issuer and the maximization of shareholder value.

The Reporting Persons may, from time to time and at any time, acquire
additional Shares and/or other equity, debt, notes, instruments or other
securities of the Issuer, or related to the securities of the Issuer
(collectively, "Securities"), in the open market or otherwise. They reserve the
right to dispose of any or all of their Securities in the open market or
otherwise, at any time and from time to time, and to engage in any hedging or
similar transactions with respect to the Securities.

Retention Program in Place for SurModics Unit

Retention Program. In connection with the announcement by SurModics, Inc. (the “Company” or “SurModics”) on December 14, 2010, that it is exploring strategic alternatives for its SurModics Pharmaceuticals business, including a potential sale of that business (a “Potential Transaction”), the Organization and Compensation Committee of the Board of Directors of the Company approved a Retention Program (the “Retention Program”) to promote the retention of employees of that business.

Eligible employees may receive retention payments upon the occurrence of a Potential Transaction. The amount of the retention payment that an employee may receive is generally based on the role that the employee is expected to perform in preserving the value of the Company’s business during the strategic alternatives process. Payment of the retention payment will be contingent upon the employee being employed with the Company’s pharmaceuticals business at the time of payment, unless he or she is involuntarily terminated without cause, or terminates his or her employment for good reason.

The retention payments will be made as follows: (1) 50% of the payment will be made upon the closing of a Potential Transaction, and (2) 50% of the payment will be made 90 days after the closing of a Potential Transaction. Notwithstanding the forgoing, if a Potential Transaction does not occur before December 31, 2011, 100% of the retention payment will be paid on such date. Under the Retention Program, Arthur J. Tipton, Ph.D., Senior Vice President and General Manager, Pharmaceuticals, will be eligible to receive a retention payment in the amount of $150,000; and Eugene C. Rusch, Vice President, Manufacturing, will be eligible to receive a retention payment in the amount of $100,000.

Hedge Fund R2 Says Citadel Broadcasting Should Consider Sale

NEW YORK (Dow Jones)--A hedge fund manager and major shareholder of Citadel Broadcasting Corp. is urging the radio-station owner to consider a merger proposal from a rival.

R2 Investments LDC, a former Citadel bondholder that became a large equity holder after the company emerged from Chapter 11 protection in June, sent a scathing letter to Citadel's board saying it should look into a buyout offer made public Friday by Cumulus Media, the second-largest radio station owner in the country. Citadel is third.

"A board concerned about its shareholders should have engaged Cumulus to negotiate the best possible deal and then would have let the shareholders vote on whether the deal is acceptable," R2 says in the letter.

In a statement, Citadel said that it "carefully considered" with its financial advisors the $31 per-share offer from Cumulus, but said it was too low a bid and wasn't a "credible" offer. Citadel also cited Cumulus's "highly leveraged balance sheet." The company said it thinks its current plan will generate shareholder value, and cited a recent debt refinancing. A Citadel spokesman said the company isn't commenting beyond the release.

R2 portfolio manager Scott McCarty told Dow Jones that Citadel still should have talked to Cumulus."While we're not supportive of a $31 share price, we do strongly feel that Citadel's board should engage with Cumulus so that they can work toward an offer that Citadel's shareholders will support," McCarthy said.

The animosity is nothing new between the Dallas-based hedge-fund manager and Citadel. In November, Citadel altered some stock awards to its executives after R2 complained that they should have been receiving options. Judge Burton R. Lifland of U.S. Bankruptcy Court called the two sides into chambers and Citadel later changed the awards. R2 is a hedge fund run by Geoffrey Raynor'sQ Investments.
R2 opened its Friday letter by reminding Citadel of the compensation fight.

"It has only been two months since you were stopped from your last grand act of self-interest," the letter opens. Citadel responded that R2's letter "is full of baseless claims and is nothing more than a heavy-handed ploy by R2 to advance its own interests at the expense of Citadel and its shareholders."
Citadel, which operates 224 U.S. radio stations, filed for Chapter 11 protection in December 2009 due to heavy debt and plummeting advertising revenue.
It emerged on June 3 of this year under the ownership of its lenders led by J.P. Morgan Chase & Co. (JPM), but with much of its top leadership intact, including Chief Executive Farid Suleman.

Post Reorg Accuride’s Common to Trade on NYSE

EVANSVILLE, Ind.--(BUSINESS WIRE)-- Today, Accuride Corporation , announced that NYSE Regulation, Inc. (NYSER) has authorized Accuride Corporation for listing on the New York Stock Exchange. It is anticipated that Accuride’s common stock will begin trading on the NYSE, under the symbol ACW, when the market opens on Wednesday, December 22, 2010.

Seachange Appoints Ramius MD on its BoD

ACTON, Mass. (Dec. xx, 2010) – SeaChange International, Inc. (NASDAQ: SEAC), the leading global multi-screen video software company, today announced the appointment of Peter A. Feld to its Board of Directors. Mr. Feld, a Managing Director of Ramius LLC and a Portfolio Manager of the Ramius Value & Opportunity Fund (“Ramius”), replaces ReiJane Huai as a director, whose resignation was accepted by the Board and announced by SeaChange on Nov. 16. Ramius currently owns approximately 8.4% of the outstanding shares of SeaChange.

Mr. Feld was also appointed Chairman of the newly-created Independent Advisory Committee of SeaChange’s Board (the “Committee”). The Committee will be made up of four independent directors including Mr. Feld, Thomas Olson, Raghu Rau, and Carmine Vona. The Committee will work with management and the Board to advise and support them in a broad range of business development and other initiatives.

Mr. Feld joins SeaChange’s Board as a Class III Director to be elected for a three-year term at the 2011 Annual Meeting. Separately, Carmine Vona, Lead Director of SeaChange’s Board, has moved to Class I and will be elected for a three-year term at the 2012 Annual Meeting.

“SeaChange is pleased to further strengthen its Board of Directors with the appointment of Peter Feld,” said Bill Styslinger, SeaChange CEO & Chairman. “We look forward to working with Peter, the other directors, and our employees towards a common goal of delivering best-in-class products and services to our customers and creating value for our shareholders. We remain committed to driving improved profitability during fiscal 2012 across all of our businesses.”

“I am pleased to join the Board of SeaChange and look forward to working with my fellow directors to realize the full potential of SeaChange’s valuable businesses. SeaChange has a leading customer base and a strong technology platform both of which are key components for the future success of the Company. As a representative of one of the Company’s largest shareholders, I will work to ensure that the best interests of shareholders are represented on the board,” said Mr. Feld.

Attiva Capital: Current RHI Entertainment Plan Unfair

ITEM 4. Purpose of Transaction

The Reporting Person ("Attiva Capital Partners, Ltd.") believes that the current plan unanimously approved by both the lenders (led by " J.P. Morgan Chase & Co"), the Management of the Company ("the Halmis") and its Advisors ("Rothschild, Inc.") doesn't take into account the real value of the library and the value of stock.

On the contrary, the plan takes advantage of a temporary downturn knowing that, as specified in the filings ( ) , the business model of RHI Entertainment and the debtors worked out well in the past and may do so in the future especially in a scenario where there is increasing demand for content coming from streaming media companies and this should improve the economics of the RHI's business.

At the same time, the plan rewards mismanagement and penalizes those investors that believed and still do in the turnaround of the company and trusted the research presented by the same financial institution during the same period that the meltdown started (2008). The same institution that is today , together with the management team, taking the company away from equity holders.

The reporting person believes that the Bankruptcy Court, as a court of equity, should only accept a plan where also current equity holders participate in the recapitalization plan and the turnaround of the company.

Thursday, December 16, 2010

Cablevision Board Approves Spinoff

BETHPAGE, N.Y.--(BUSINESS WIRE)-- Following the exploration of a possible spin-off of its Rainbow Media Holdings LLC business, Cablevision Systems Corporation (NYSE:CVC - News) today announced that its board of directors has authorized the company’s management to move forward with the leveraged spin-off of Rainbow Media to Cablevision’s stockholders. The spin-off would be structured as a tax-free pro rata distribution to stockholders and is expected to be completed by mid-year 2011, subject to necessary approvals.

Cablevision President and CEO James L. Dolan commented: “We are moving forward with the spin-off of Rainbow from Cablevision, which will create two distinct companies – one led predominantly by a premiere cable business and another that houses an attractive portfolio of successful programming assets. We believe this will provide both Cablevision and Rainbow with greater flexibility to freely pursue their own strategic objectives and individual business plans, while allowing investors to more clearly evaluate each of the separate companies’ assets and future potential.”

As part of the leveraged spin-off, a refinancing of what will be the new Rainbow would create new debt, a portion of which would be used to repay approximately $1.25 billion of Cablevision and/or CSC Holdings, LLC debt. It is anticipated that the spin-off would be in the form of a pro rata distribution to all stockholders of Cablevision, with holders of Class A common stock receiving Class A shares in Rainbow and holders of Class B common stock receiving Class B shares in Rainbow. Both Cablevision and Rainbow would continue to be controlled by the Dolan family through their ownership of Class B shares.

The new Rainbow’s assets will include:

•National programming networks: AMC, WE tv, IFC, Sundance Channel and Wedding Central

•IFC Entertainment, an independent film business that consists of multiple brands – including IFC Films, IFC Productions and the IFC Center

•Rainbow Network Communications, a full service network programming origination and distribution company, delivering programming to the cable, satellite and broadcast industries

Businesses that will remain a part of Cablevision include the cable and telecommunications businesses, Newsday, News 12 Networks, MSG Varsity and Clearview Cinemas.

Completion of the spin-off is subject to a number of external conditions, including receipt of a private letter ruling from the Internal Revenue Service, the filing and effectiveness of a Form 10 with the Securities and Exchange Commission and the finalization of the terms and conditions of the required financing, as well as final approval by Cablevision’s board of directors. In late November, the company submitted a private letter ruling request to the IRS regarding the leveraged spin-off.

Cablevision reiterated that it is not considering the sale of Rainbow or its cable and telecommunications business.

Cablevision Systems Corporation (NYSE:CVC - News) is one of the nation's leading media and entertainment companies.

MSD Capital's Sends Letter to Blueknight Energy

December 16, 2010
James C. Dyer, IV
Blueknight Energy Partners G.P., L.L.C.
c/o Vitol Inc.
1100 Louisiana Street
Suite 5500
Houston, TX 77002-5255

Dear Mr. Dyer:
As you know, we own 3,576,944 Limited Partnership units (16.5% of the common units outstanding) of Blueknight Energy Partners, L.P. (“BKEP,” “Blueknight” or the “Partnership”). We have been owners since August 2008, and we have never sold a unit.

As significant limited partners who have long believed in Blueknight’s potential, we do not send this letter rashly.

We have reviewed the Global Transaction Agreement (“GTA”) that Vitol executed with BKEP on October 25, 2010, and have also considered carefully the rationale that you offered to us when you visited our offices recently soliciting our support for these transactions. We have concluded that Vitol and Charlesbank Capital Partners, the Partnership’s general partners, are seeking improperly to seize the economic rights to BKEP’s cash flows that contractually belong to the limited partners of the Partnership. Your scheme violates the express terms of the Partnership Agreement as well as basic notions of fair dealing and propriety. Further, we have good reason to believe that the Board of Directors’ so-called Conflicts Committee process was tainted and not conducted appropriately or in good faith.

When Vitol acquired the general partner of Blueknight in October 2009, you were or should have been fully aware of the fact that, due to the unfortunate circumstances surrounding the bankruptcy of its former general partner (SemGroup, L.P.), the limited partners of Blueknight had accumulated the right to significant distribution arrearages — now aggregating over $70 million, or more than $3.25 per common unit — which would need to be satisfied before the general partner could enjoy distributions with respect to its subordinated units or incentive distribution rights (“IDRs”). Moreover, you should have been aware that the Partnership’s Minimum Quarterly Distribution of $1.25 would have to be paid to limited partners for 3 years before the subordination period on your subordinated LP units would expire. These facts, coupled with the other customary structural features of Blueknight’s Partnership Agreement (such as setting the target distribution for the GP’s IDRs at significantly higher levels than $1.25 per unit) necessarily meant that Vitol’s ability to earn meaningful cash distributions from BKEP would be limited until these contractual obligations to the limited partners were satisfied.

After a year of little business progress (other than the imposition on BKEP of what appear to be highly off-market pipeline transportation agreements for Vitol’s benefit), you apparently have decided that you are unwilling to wait while BKEP satisfies its contractual obligations to its limited partners as provided for in Blueknight’s Partnership Agreement. Rather, you are seeking to catapult yourselves from your legally subordinated position in the economic hierarchy of the Partnership and, in the process, strip the limited partners of their rightful claim on BKEP’s cash flows.

You are seeking to implement your scheme in two parts. First, you purport to have invested $140 million in a new class of preferred shares. The preferred shares were issued at a commercially unreasonable 30% discount to the then-trading price of BKEP units (which already reflected, we believe, a significant discount to BKEP’s intrinsic value) and carry an annual 8.5% coupon. The annual coupon is slated to jump to at least 11% after one year and potentially, as discussed below, more than double to a whopping 17.5%.

You extracted these egregious terms from the Partnership notwithstanding that, as your financial advisors no doubt informed you, numerous capital infusions of MLPs have occurred in recent months on terms far more favorable than the self-dealing option you have chosen. Indeed, you yourself have acknowledged that there have even been proposals for “all debt” financings which would not have necessitated any dilution to the limited partners’ interest. Of course, such an arms-length and economically superior transaction for the Partnership would not have enabled you to appropriate economic benefits that rightfully reside with the limited partners. It also would not have triggered multi-million dollar “change of control” payments to BKEP’s management, such as those made after execution of the GTA.

Second, as if all this were not enough, you have devised a plan for a coercive vote whereby if the limited partners do not waive the arrearages that we are owed and approve Vitol’s leapfrogging the original distribution priorities, the coupon on your new preferred will automatically rocket to an unconscionable 17.5% per annum. It seems that if the limited partners do not vote to surrender our contractual claims to the arrearages and future cash distributions, you are intent on appropriating the Partnership’s cash flow by other means.

The current GTA will burden the Partnership with an uneconomic cost of capital. It will handicap its future viability. It violates the Partnership Agreement in numerous ways. Its terms are such that it could not have been adopted in good faith. Your course of action seeks the illegitimate short term enrichment of your GP interests at the expense of building a long term cooperative relationship with your limited partners for the benefit of the Partnership as a whole. This will likely haunt BKEP for years to come if you insist on a course of action that so flagrantly disenfranchises your limited partners. Indeed, if the economic rights of limited partners in MLPs can be eviscerated as you intend, the viability of the entire MLP asset class may be jeopardized.

We urge you to reconsider the GTA and to pursue a plan for BKEP that respects your contractual obligations and is on fair, reasonable and arms-length terms. Please respond with your intentions by December 23rd. If we do not receive a satisfactory response from you, we may pursue any or all of the other alternatives as outlined in our 13D filing.

Very truly yours,
/s/ Daniel Shuchman Daniel Shuchman
Partner
cc: Board of Directors, Blueknight Energy Partners, L.P.

Post Reorg Pilgrim's Pride Hires New CEO

GREELEY, CO, December 16, 2010 – Pilgrim's Pride Corporation (NYSE: PPC) today announced that its board of directors has appointed William W. Lovette as president and chief executive officer of the company, effective January 3, 2011. Mr. Lovette succeeds Don Jackson, who is resigning from the company effective January 2, 2011, in order to assume the position of president and chief executive officer of JBS USA, which is majority owner of Pilgrim’s. Mr. Lovette will report directly to Mr. Jackson, who will continue to serve on Pilgrim’s board of directors. In his new role, Mr. Jackson will continue reporting to Wesley M. Batista, who will remain as chairman of Pilgrim’s and JBS USA Holdings, Inc.

Mr. Lovette, 50, brings more than 27 years of industry leadership experience to Pilgrim’s. Since 2008, he has served as president and COO of Case Foods, Inc. Before joining Case, Mr. Lovette spent 25 years with Tyson Foods in various roles in senior management, including President of its International Business Unit, President of its Foodservice Business Unit and Sr. Group Vice President of Poultry and Prepared Foods. While at Tyson Foods, he served on the boards of Tyson de Mexico, Cobb-Vantress, Inc. and EFS Network, Inc.

“Bill is exceptionally qualified to lead Pilgrim’s and our 41,000 employees to even greater success in the years ahead,” said Mr. Jackson. “He brings a tremendous breadth of industry experience and a proven track record of success to this role. He has a deep knowledge of the poultry business and the market environment, and we believe that he will lead Pilgrim’s to continued growth and profitability.”

Fairholme Joining Joe's BoD and Much More...

Item 4. Purpose of Transaction.

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. Except as set forth below, the Reporting Persons have no plans or proposals as of the date of this filing which, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

Subject to the Standstill Agreement described in Item 6 of the 13D filed by the Reporting Persons on October 14, 2010 (the "Standstill Agreement"), the Reporting Persons reserve the right to be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors (the "Board"), other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.

Bruce R. Berkowitz and Charles M. Fernandez, Managing Member and President, respectively, of Fairholme Capital Management, L.L.C., have accepted an invitation from the Issuer to join the Issuer's Board effective as of January 1, 2011. As reported by the Issuer, the size of the Issuer's Board will be increased to nine members.

Subject to the Standstill Agreement, the Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.

Subject to the Standstill Agreement, the Reporting Persons further reserve the right to pursue a strategic alliance with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.

In addition, the Reporting Persons may enter into one or more cash-settled derivative transactions with one or more counterparties that would involve payments by or to the Reporting Persons based on changes in the market price of specified amounts of the common stock of the Issuer. These transactions, which would be effected in a manner consistent with the Standstill Agreement, would provide the Reporting Persons with economic exposure to increases and decreases in the market price of the common stock of the Issuer that may be similar to the economic exposure of an owner of such common stock, but would not provide the Reporting Persons with the ability to vote or dispose of, or direct the voting or disposition of, any common stock.

Carrefour may IPO unit and spinoff-paper

Dec 16 (Reuters) - French retailer Carrefour (CARR.PA) will decide whether to spin off or do an initial public offering of its property unit estimated to be worth 11 billion euros ($14.65 billion) in the first half of next year, according to Les Echos.

The operation is part of a broader bid by Carrefour to return money to shareholders and improve profits at the world's second largest retailer by sales after two profit warnings this year.

CEO Lars Olofsson, a former Nestle (NESN.VX) executive, took over Carrefour in 2009 with a mandate from shareholders Colony Capital and Groupe Arnault to turn around the underperforming company.

"According to several sources, the company has started working on this transaction again, and a decision would be made in the first half of 2011," wrote the paper, adding that investment banks UBS and Rothschild have been mandated.

Carrefour Property is the holding created in 2004, which owns a majority but not all the stores and sites of the retailer in five countries. It includes 275 hypermarkets and 500 supermarkets, according to the paper.

Shiloh Industries Declares a Special Dividend

VALLEY CITY, OH--(Marketwire - 12/10/10) - Shiloh Industries, Inc. (NASDAQ:SHLO - News) announced that the Board of Directors today declared a special dividend of $.12 per share to be paid on December 29, 2010 to shareholders of record as of December 22, 2010.

Headquartered in Valley City, Ohio, Shiloh Industries is a leading manufacturer of first operation blanks, engineered welded blanks, complex stampings and modular assemblies for the automotive and heavy truck industries. The Company has 14 wholly owned subsidiaries at locations in Ohio, Georgia, Michigan, Tennessee and Mexico, and employs approximately 1,250.

Wednesday, December 15, 2010

Post Reorg Equities - Financial Statistics

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Carlson Capital's 13D Filing on PRPX

Item 4. Purpose of Transaction

The Reporting Persons originally acquired the shares of Common Stock for investment in the ordinary course of its business. The Reporting Persons acquired the Shares pursuant to investment strategies, including merger arbitrage and event driven strategies, because they believed that the Shares reported herein, when purchased, represented an attractive investment opportunity.

On February 16, 2010, an Agreement and Plan of Merger, was entered into by and among the Issuer, L.B. Foster Company, a Pennsylvania corporation ("Foster"), and Foster Thomas Company ("Purchaser"), a West Virginia corporation and a wholly-owned subsidiary of Foster (as amended, the "Merger Agreement"), pursuant to which Purchaser commenced a tender offer (the "Offer") to purchase all of the outstanding Common Stock at a purchase price, taking into account amendments to the Merger Agreement, of $11.80 per share, and the subsequent merger of Purchaser with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Foster (the "Merger" and together with the Offer, the "Foster Transactions"). The Offer is currently scheduled to expire at 5:00 p.m. New York City time on Wednesday, December 15, 2010, unless further extended.

On August 24, 2010, the Issuer received a letter from Sentinel Capital Partners, L.L.C. ("Sentinel"), expressing Sentinel's interest in acquiring all of the outstanding Common at a price of $11.75 per share (the "Sentinel Proposal"). On December 7, 2010, the Issuer received a second letter from Sentinel expressing Sentinel's interest in acquiring all of the outstanding Common Stock at a price of $13.00 per share.

Although the Issuer did retain Chaffe & Associates, Inc. to render an opinion as to the fairness of the consideration to be paid in the Foster Transactions, the Issuer has not retained a financial advisor to evaluate the Sentinel Proposal.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and in connection therewith, intend to have discussions with management and/or other relevant parties (including possibly Sentinel) concerning the Reporting Persons' view that (i) the Issuer should retain a financial advisor to evaluate the Sentinel Proposal and (ii) management of the Issuer should be considering all proposals with respect to the Issuer, including but not limited to the Sentinel Proposal. The Reporting Persons do not intend to tender their Shares of Common Stock in the Offer prior to its current scheduled expiration of 5:00 p.m. New York City time on December 15, 2010.

Zale Corp Weighing Unit Sale

Dec 14 (Reuters) - Zale Corp (ZLC.N) is weighing the sale of its Piercing Pagoda kiosk business in order to focus on its main, fine jewelry operations, Bloomberg reported on Tuesday.

Private equity firms including Apollo Global Management LLC are looking at the business, according to the report.

Zale, whose chains include Zales in the United States and Peoples Jewellers in Canada, declined to comment. Apollo could not be immediately reached for comment.

As of July 31, Zale operated 672 Piercing Pagoda kiosks that cater to lower price point consumers at shopping malls. In May it expanded its kiosk business by launching a website for Pagoda.

In its last fiscal year, Zale's kiosk business generated an operating profit of $13.1 million, a more than fivefold increase from a year earlier, on sales of $226.2 million, according to a filing.

In contrast, the fine jewelry segment, including its Zales chain, made up 85 percent of sales but incurred an operating loss of $84.8 million on sales of $1.38 billion.

In the first quarter of its current fiscal year, Zale had an operating loss of $1.7 million on sales of $46.4 million in its kiosk business.

Last month, Zale posted an overall decline in fiscal first-quarter sales as it continued to battle with rival Signet Jewelers Ltd (SIG.N) (SIG.L). Same-store sales at Zale's outlets open at least a year fell 1.1 percent during the quarter.

Heading into the holiday shopping season, which accounts for as much as 40 percent of annual sales for some jewelers, Zale's inventory was down a bit as it operated fewer stores.

Last holiday season, Zale faced severe liquidity problems, forcing it to cancel orders, delay payments to vendors and cut back on ads, harming its ability to compete with Signet.

Tuesday, December 14, 2010

Genoptix May be Up for Sale

LOS ANGELES (MarketWatch) — Shares of lab-services provider Genoptix surged 15% Tuesday on speculation the company may be up for sale.

Bloomberg reported that Genoptix, which specializes in cancer testing, has put itself up for sale and hired Barclays Capital to run an auction. The news service cited two anonymous sources familiar with the matter.

Genoptix (NASDAQ:GXDX) was up more than 15% in recent action to $20.82.

A Prescription for GrowthPfizer's new CEO would do well to consider more stock buybacks, dividend increases, asset divestitures and other moves to enhance the drug company's value.

But word of a potential deal left some analysts wondering whether the price could shoot up even more, as some projected a deal could reach as high as $35 a share. Dow Jones cited a report from Avondale Partners LLC which raised its rating on the stock to market outperform from perform, and projected such a deal could capture anywhere from $28 to $35 a share.

Dow Jones also cited Stephens Inc., which put the deal price in a range of $25 to $30a share.

SurModics to Explore Strategic Alternatives - Appoints New CEO

SurModics, Inc. a provider of drug delivery and surface modification technologies to the healthcare industry, today announced that its Board of Directors has authorized the Company to explore strategic alternatives for its SurModics Pharmaceuticals business, including a potential sale (Amen!).

SurModics Pharmaceuticals was formed following the acquisition of Brookwood Pharmaceuticals in July 2007, and the business includes microparticle and biodegradable implant drug delivery technologies, the cGMP manufacturing facility in Birmingham, Alabama and a range of biodegradable polymers marketed under the Lakeshore Biomaterials™ brand. The Board has retained Piper Jaffray & Co as its financial advisor in connection with this process.

“SurModics’ Board of Directors and management team have been intently focused on returning the Company to profitable growth,” said Robert C. Buhrmaster, chairman of the Board of Directors. “In recent months, we have implemented initiatives intended to reduce the Company’s cost structure to bring it more in line with customer demand and expected revenue. We also put in place a new organizational structure that provides enhanced accountability, improved efficiency and more effective resource deployment.”

“Our Board is committed to enhancing shareholder value and believes that now is the right time to examine a range of strategic alternatives for our Pharmaceuticals business,” continued Mr. Buhrmaster. “A key part of our Board’s recent strategic planning review has been to assess the opportunities available to SurModics’ key businesses and the investment time horizon in which we can create shareholder value from those opportunities. Our Pharmaceuticals business has compelling long-term growth and profitability prospects and operates a world-class facility for the manufacture of both clinical and commercial pharmaceutical products. However, our Board determined that the best course of action is to explore alternatives for our Pharmaceuticals business so that we can dedicate more resources and efforts to pursuing growth opportunities and investments in our Medical Device and In Vitro Diagnostics businesses.”

SurModics Pharmaceuticals is a product-focused leader in drug delivery, providing a broad range of technology solutions to pharmaceutical, biotech and medical device companies worldwide. It operates a cGMP facility for the manufacture of pharmaceutical products including long-acting parenterals, based on microparticles and solid implants. SurModics Pharmaceuticals also markets a range of biodegradable polymers under the Lakeshore Biomaterials™ brand.

SurModics noted that its Medical Device drug delivery technologies and business, as well as its I-vation™ drug delivery platform and other assets acquired from InnoRx are not included in the alternatives process. The Company also noted that no decision has been made to enter into any transaction at this time, and there can be no assurance that SurModics will enter into such a transaction in the future. It is SurModics’ policy not to comment on any specific discussions or potential transactions unless and until a definitive agreement is reached or the Board’s review has concluded.
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SurModics, Inc. today announced that Gary R. Maharaj has been named President and Chief Executive Officer, effective December 27, 2010. Mr. Maharaj will also serve as a member of SurModics’ Board of Directors.

Mr. Maharaj, who most recently served as President and Chief Executive Officer of Arizant Inc., will replace Philip D. Ankeny who has served as SurModics’ Interim Chief Executive Officer since June 1, 2010. Mr. Ankeny will continue to serve as the Company’s Senior Vice President and Chief Financial Officer.

Mr. Maharaj, 47, most recently served as President and Chief Executive Officer of Arizant Inc., a world leader in patient temperature management in hospital operating rooms. Under Mr. Maharaj’s leadership, Arizant nearly doubled revenues in less than five years by expanding its market penetration, geographical diversification and product portfolio. Arizant was sold to the 3M Company for $810 million in October 2010. During his 23 years in the medical device industry, Mr. Maharaj has also served as vice president of Philip Adam and Associates, a product development management consulting firm, and in various management and research positions for the orthopedic implant and rehabilitation divisions of Smith & Nephew, PLC. Mr. Maharaj holds an MBA from the University of Minnesota's Carlson School of Management, an M.S. in biomedical engineering from the University of Texas at Arlington and the University of Texas Southwestern Medical Center at Dallas, and a B.Sc. in Physics from the University of the West Indies. Mr. Maharaj holds over 20 patents, all in the medical device field.

Public Bankruptcy Filings Drop Sharply in 2010



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Eton Park Tells Airgas: Air Product's $70 Bid is Fair

December 13, 2010

The Board of Directors
Airgas, Inc.
259 North Radnor-Chester Rd. , Suite 100
Radnor, PA 19087-5283

To The Board of Directors of Airgas, Inc.:

As you know, funds managed by Eton Park Capital Management own more than 6 million shares, or approximately 7.15% of the outstanding shares, of Airgas, Inc. We write to express our views to the Board of Directors with respect to Air Products and Chemicals, Inc.’s $70 per share offer to acquire Airgas.

Until now, we have refrained from public comment on either Air Products’ efforts to acquire Airgas or on Airgas’ efforts to defend against the bid. We generally do not oppose poison pills or staggered boards and believe that the Airgas board to date has served its shareholders well. Airgas’ defense has forced Air Products to raise its bid several times. But now, circumstances have changed. Air Products has raised its offer to $70 a share and stated that the offer is best and final. In our view, the $70 per share bid is fair, represents an appropriate price for control of Airgas and, accordingly, presents an opportunity and not a threat to Airgas or its shareholders.

We believe the Airgas board should now either allow shareholders to accept Air Products’ revised offer or establish a clearly defined process designed to achieve greater value through an alternative control transaction.

Sincerely,
/s/ Isaac Corre
Isaac Corre
Senior Managing Director
Eton Park Capital Management, L.P.

Monday, December 13, 2010

Post-Reorg Citadel Completes Debt Refi

LAS VEGAS, NV, December 13, 2010 – Citadel Broadcasting Corporation (“Citadel” or the “Company”) today announced that on December 10, 2010 it closed on a new credit agreement consisting of a term loan credit facility of $350 million with a term of six years and a revolving credit facility in the amount of $150 million, which was undrawn at closing.

Citadel used the proceeds of the term loan along with the Company’s previously announced issuance of $400 million of senior unsecured notes due 2018 and cash on hand to completely refinance all of its existing higher-cost indebtedness, resulting in an expected savings of approximately $35 million in interest costs for 2011.

Zoran's Proxy Statement Re Ramius Action



Excerpt from proxy filed today:

REASONS TO REJECT THE RAMIUS CONSENT SOLICITATION PROPOSAL

The Ramius Group is opportunistically seeking to remove, without cause, all independent members of your duly-elected Board of Directors, and replace them with the Ramius Group’s own nominees.

The Ramius Group has timed its proposal to coincide with a current downturn in the digital television market and has ignored the Company’s publicly-stated plans to address these challenges.

Since initiating its investment in Zoran only seven weeks ago, the Ramius Group has not engaged in any substantive dialogue with the Board and management team to fully understand the Company’s strategy. Had the Ramius Group engaged with Zoran, it would know that the Company is implementing a clear plan to achieve profitable growth including restructuring portions of the business and through the realization of the benefits of the Microtune acquisition, which will be accretive as early as the first quarter of 2011.

The Ramius Group’s proposal to replace all of Zoran’s independent directors risks the loss of a substantial amount of company-specific, industry and business experience currently existing at the Board level. In their place, the Ramius Group is attempting to install directors without a detailed understanding of Zoran’s current business A consent in favor of the the Ramius Group proposal would effectively allow the Ramius Group to take control of Zoran without paying a control premium to other Zoran stockholders, and is highly disproportionate with the Ramius Group’s 8% ownership stake.

In addition, we would highlight that Zoran stockholders, each year, have the ability to vote on the election of our directors at our Annual Meeting of Stockholders. Now is not a good time for the Company to be distracted by Ramius’ activities, as it is a critical period in both the Company’s turnaround and in our customer engagements for our new product releases. Stockholders will have more information with which to evaluate Zoran’s progress in the DTV market prior to the Company’s 2011 Annual Meeting.

ZORAN’S BOARD OF DIRECTORS AND MANAGEMENT TEAM ARE FULLY COMMITTED TO RETURNING THE COMPANY TO PROFITABILITY

• The Board and management team are taking the necessary actions to achieve profitability by the second half of 2011.

• We believe that abandoning our DTV investments at this time, immediately prior to realizing returns, is not in the best interests of the Company and its stockholders.

• Zoran is committed to a relatively short timeline to realize the benefits of its DTV strategy, and will focus on reevaluating our strategy if any of our assumptions prove unfounded.

• We believe that the Ramius Group’s recommendations are premature and designed to serve the Ramius Group’s own short-term interests rather than the best interests of all stockholders.

Over the past nine months, having not met our own expectations for the Company’s DVD and DTV businesses, the Board and management team have been evaluating Zoran’s technology, expense structure and opportunities in DVD and DTV.

Accordingly, in our third quarter earnings announcement, prior to the Ramius Group’s investment in Zoran, the Company announced that it would be taking actions to improve the Company’s cost structure and position the Company to return to sustainable and profitable growth. Below are examples of actions taken by Zoran:

Discontinued DVD Investment Enabling Profitability Throughout 2011. Zoran has been a leader in DVD for many years; however, this business has become increasingly less attractive as both set-top-boxes (“STB”) and connected TVs offering over-the-top services, have become more mainstream. Zoran determined that it is in the best interests of the Company and its stockholders to discontinue investments in this product line. As a result, this quarter we reduced our headcount in DVD by over 70 percent, keeping only a necessary team of employees dedicated to supporting existing customers. These actions will enable Zoran to harvest end-of-life revenues and will return the segment to profitability starting in the first quarter of 2011.

Reduced DTV Expenses and Set Specific Revenue Design Win and Profitability Targets. We understand that, to justify our continued participation in the DTV market, we must attain profitability within a reasonable timeframe. This involves having the right cost structure, customers, and solutions to win in the market. Regarding our cost structure, we are taking actions to streamline and optimize our expense base. This has included reallocating resources to lower cost geographies, reducing our investments in certain technology areas, and better leveraging our engineering resources. These actions will reduce our operating expenses in DTV by approximately 15 percent in 2011.

In addition, the Board and management team have committed to near-term revenue and design win targets that we believe will lead to breakeven operating profitability by the middle of 2011. We expect to achieve our revenue and design win targets, enabling our DTV business to only breakeven in the third quarter of 2011, but also to contribute substantially to our growth and profitability in 2012 and beyond. We will reevaluate our strategy if any of our assumptions prove unfounded.

Refocused Our DTV Business on Higher-End, Higher-Margin Segments for Tier-One Customers. DTV is a rapidly evolving market, comprised of both commoditized and high-value segments. Historically, the Company competed primarily in the mid to low-end segments of the U.S. DTV market which eventually became commoditized. Notably, during 2009, the Company established a leading market position for the flat-panel TV processor chip market for North America. To continue to respond to the evolving DTV market, we have built on our success in the mid to low-end and developed a broader, feature-rich product portfolio to address the mid-range and higher-end market segments. We believe that our new product portfolio, particularly our multi-standard DTV, 3DTV, and connected TV SoCs, as well as our FRC (Frame Rate Conversion) solutions, positions us well to take additional market share in DTV. In 2011, our strategy to achieve revenue growth in this segment is already showing positive signs of bearing fruit based on upon design win activity with tier-one customers to date, some of which are already shipping, as well as by the strong levels of customer engagement that we already experiencing.

Completed Microtune Acquisition. On November 30, 2010, we completed the acquisition of Microtune, a pioneer in the development and deployment of silicon tuners. We expect the acquisition to be accretive to our earnings as early as the first quarter of 2011. In addition, Microtune enhances Zoran’s overall strategy, providing significant support to our strategic and growth objectives in the STB and DTV markets. With Microtune, we believe Zoran will become a complete provider of solutions for home entertainment, immediately accelerating our position in the STB market, and strengthening our DTV position as global markets transition from analog to digital and to more efficient single-chip TV tuners over the next several years.

Delivered Strong Results in Our Digital Camera and Printer Imaging Businesses. Our Digital Camera and Printer Imaging businesses are both market leaders and are tracking well to expectations. Our most recent earnings results have shown that Zoran has continued to take advantage of strong and widespread demand for our COACH processors, driving growth in digital cameras, and we continue to see solid signs of recovery in Printer Imaging.

Maintained Strong Balance Sheet and Cash Flow. The Board and management team have taken actions to improve Zoran’s financial and operational performance in a very difficult economic environment. The Company has taken decisive actions to reduce expenses, maintain a strong balance sheet and optimize cash flow generation to bolster Zoran’s financial strength and long-term competitiveness.

THE RAMIUS GROUP, A NEW INVESTOR, IS FOCUSED ON SHORT-TERM CATALYSTS; BUT EXITING THE DTV BUSINESS AFTER OUR SUBSTANTIAL INVESTMENT IN NEW PRODUCTS AND AT THIS STAGE OF THE DESIGN-WIN CYCLE IS SIMPLY NOT IN THE BEST INTEREST OF STOCKHOLDERS

Zoran has made substantial investments in new products, has taken the steps outlined above and is now entering into the product release and design-win cycle poised to capture market share. By the end of the second quarter of 2011, we expect multiple design wins for our products with additional tier-one TV manufacturers. We also have outlined specific revenue targets and expense reductions as part of this strategy.

If we are successful in the pending design cycle, our DTV business will be a significant contributor to growth and profitability in 2012 and beyond. The success or failure of capturing additional tier-one customers, as well as meeting revenue and expense targets, will dictate our strategy and the Board is firmly committed to reevaluating this strategy if our assumptions prove unfounded. But we believe that exiting the DTV business now – following this significant investment by the Company and at this stage of the cycle — is not in the best interests of Zoran’s stockholders.

THE RAMIUS GROUP’S ASSUMPTIONS REGARDING OUR BUSINESS CONDITION AND STRATEGY CONTAIN FLAWS

The Board believes that the Ramius Group’s consent solicitation contains numerous inconsistencies, omissions and inaccuracies, including the following:

Mischaracterization of our Businesses. While we acknowledge that we do not publicly disclose the operating results for each of the segments that we serve, certain of the Ramius Group’s estimates of our results for the last twelve months by business are materially inaccurate and, more importantly, would likely lead to erroneous conclusions. There are a number of examples, which illustrate the Ramius Group’s limited knowledge of Zoran’s business and the overall industry that we serve, including:

• Erroneous estimation of 2011 DTV revenues. The Ramius Group’s commentary does not properly reflect Zoran’s view of the opportunity for the Company’s DTV business in 2011. Zoran’s current expectations of 2011 DTV revenues are over 50 percent above the high end of the Ramius Group’s estimate of $35 million to $50 million in revenues. The inaccuracy of the Ramius Group’s estimate is even more pronounced when it is taken into account that the Ramius Group may be including STB revenues in estimating Zoran’s 2011 DTV revenues.

Our outlook is based on existing and expected design wins and traction being gained throughout the product line for our connected and 3D SoCs and our FRC solutions. In some cases, we are already shipping to tier-one customers for these programs and while the first quarter is generally seasonally weak across all consumer segments, growth is expected to return in the second quarter of 2011.

• Overstatement of operating expenses attributable to our DTV business resulting in an exaggeration of our operating loss for the last twelve- months.

• Inclusion of our STB business in the Ramius Group’s estimate of our DTV results. Our home entertainment results include not only our DTV and DVD activities, but also our STB business. Although the STB business is currently in the investment phase, Zoran is building momentum in the marketplace, with top-tier design wins.

• Omission of the concept of common expenses. A portion of our operating expenses, particularly in research and development, relate to technologies or activities shared across our other businesses thereby understating the benefit of our DTV activities to our overall results.

Omission of Impact of our Restructuring Actions. In our third quarter earnings announcement, we stated that we would be undertaking restructuring actions to improve our expense structure. By focusing on our last twelve month results, the benefits of any cost reduction actions proactively taken by the Board and management team have been effectively ignored. Through the actions underway and completed, we will reduce our DTV operating expense base by approximately 15 percent, and our DVD operating expense by approximately 80 percent, in 2011, which is not reflected or mentioned in any of the Ramius Group’s analyses.

Inaccurate and Misleading Comparison to Trident Microsystems, Inc. (“Trident”). The comparison to Trident in the Ramius Group’s letter inaccurately characterizes the DTV market opportunity, the merits of scale and, by extension, our business opportunity. More specifically:

• Trident has gained a significant portion of its scale through acquisitions, and its revenues include what we believe are parallel product lines serving similar market opportunities, as well as legacy revenues for the analog TV market. Accordingly, Trident’s overall gross margin is significantly lower, and their operating expenses are meaningfully higher as a percentage of sales than those for our DTV and STB businesses. In addition, with respect to operating expenses, the Ramius Group’s analysis does not take into account Zoran’s recent cost-reduction initiatives and therefore further mischaracterizes the revenues Zoran requires to achieve breakeven profitability.

• Also notable is the fact that Trident’s legacy revenues are impairing Trident’s revenue growth, as evidenced by Trident’s commentary on its 3rd quarter conference call. During the call, Trident pointed to an expectation of lower TV revenues in 2011 due to a reduction in legacy revenues. Because of the numerous differences in our businesses, the Ramius Group’s use of Trident as a comparison is not appropriate and may lead to erroneous conclusions as to the scale necessary for profitability in DTV.


Mischaracterization of Our Cash Flow. The Ramius Group repeatedly refers to Zoran’s negative cash flow. Since the beginning of the economic downturn, Zoran has been very successful in managing its balance sheet, including our cash balances and usage. Zoran ended the September 30, 2010 quarter with $371.1 million in cash (including cash equivalents and short term investments) which compares to two years ago, or, September 30 2008, balance of $361.9 million. While the Company gave guidance indicating an approximate use of cash of $15 million during the current quarter, and expects a smaller reduction in cash balance in the first quarter of 2011, Zoran expects neutral cash usage in the second quarter of 2011 and positive cash flow for the full year 2011.

SurModics Management Committed to Building Shareholder Value



... an incredible assertion, given the stock chart.

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EDEN PRAIRIE, Minn.--(BUSINESS WIRE)-- SurModics, Inc., today acknowledged the filing of preliminary proxy materials by Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC with the Securities and Exchange Commission regarding its nomination of three director candidates for election to the SurModics Board of Directors at the Company's 2011 Annual Meeting of Shareholders.

The Company does not intend to make a recommendation on Ramius nominees at this time and will present its formal recommendation in its definitive proxy statement to be filed with the SEC. The Corporate Governance and Nominating Committee of its Board of Directors will follow SurModics policy and procedures for considering director candidates recommended by shareholders.

The Company issued the following statement:
SurModics Board of Directors and management team are committed to acting in the best interest of the Company and all SurModics shareholders. We have had an open dialogue with Ramius, as we do with all SurModics shareholders, since they first invested in our Company. SurModics Board is actively engaged in the strategy of the Company and is committed to building value for all shareholders.

SurModics noted that its Board of Directors is currently comprised of nine directors, all of whom are independent.

Forest Oil to Spinoff Canadian Assets

Canadian oil and gas exploration company Lone Pine Resources Inc., a wholly-owned subsidiary of Forest Oil Corp. (FST), revealed in a regulatory filing on Monday that it intends to launch an up to $375 million initial public offering of its shares of common stock. Lone Pine plans to apply for listing its shares of common stock on the New York Stock Exchange under the ticker symbol "LPR."

Denver, Colorado-based Forest Oil announced that it will contribute its ownership of Canadian Forest Oil Ltd. to Lone Pine, which will be the new parent of Canadian Forest, which owns all of Forest's Canadian assets. Canadian Forest was acquired by Forest Oil in 1996.

Lone Pine said in a Form S-1 registration statement filed with the U.S. Securities and Exchange Commission that it intends to use the net proceeds from the offering to repay intercompany debt amounts owed to Forest Oil, and the balance, if any, for general corporate purposes, including capital expenditures and working capital.

As of September 30, 2010, Lone Pine had about $224 million of intercompany debt payable to Forest Oil and $35 million of intercompany advances and accrued interest was due to Forest Oil.

Lone Pine plans to sell up to 19.9% of its common stock in the IPO, which it expects to complete in the first half of 2011. J.P. Morgan will act as a lead book-running manager for the proposed offering.

After the completion of the IPO, Forest Oil intends to distribute, or spin-off, its remaining ownership in Lone Pine to Forest Oil's shareholders, which is expected to occur about four months after the offering.

The spin-off of Forest Oil's Canadian assets into a separate listed company will help Forest Oil to improve the overall valuation of its assets in the U.S. and Canada. Forest Oil now intends to focus on growth through the continued application of horizontal drilling on its remaining liquids-rich development inventory.

Meanwhile, the separation is expected to enhance Lone Pine's ability to achieve a valuation comparable to those of stand-alone Canadian peers. Lone Pine will now focus its exploration and development efforts at capital levels consistent with its own business strategy.

A&P Files for Chapter 11 Reorganization

JPMorgan Chase to Provide $800 Million in DIP Financing

Stores Are Fully Stocked and Remain Open, Providing Uninterrupted Service to Customers

MONTVALE, N.J. - December 12, 2010 - The Great Atlantic & Pacific Tea Company, Inc. (A&P) (NYSE: GAP) announced today that it has filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York. The Chapter 11 process will facilitate A&P's financial and operational restructuring, which is designed to restore the Company to long-term financial health.

Stores Fully Stocked and Open with No Interruption in Service

A&P continues to conduct its business and serve customers at its 395 stores. The Company's stores are fully stocked with their complete range of high quality products, and all existing customer promotional and customer loyalty programs will stay in place.

The Company will have access to $800 million in debtor in possession (DIP) financing, which will enable it to continue paying local suppliers, vendors, employees and others in the normal course of business.

A&P President and Chief Executive Officer Sam Martin said, "We have taken this difficult but necessary step to enable A&P to fully implement our comprehensive financial and operational restructuring. While we have made substantial progress on the operational and merchandising aspects of our turnaround plan, we concluded that we could not complete our turnaround without availing ourselves of Chapter 11. It will allow us to restructure our debt, reduce our structural costs, and address our legacy issues.

Mr. Martin continued, "With the protections afforded by the Bankruptcy Code and the backing of a new, pre-eminent lender, we can make strategic decisions that will benefit the Company over the long term, enabling A&P to emerge with a new capital structure and in a much improved position to exploit its fundamental strengths. Importantly, during this reorganization our stores will operate normally with fully stocked shelves and the excellent service A&P customers expect. Our customers can shop our stores with confidence, and our employees can continue delivering great value and service to our customers every day."

As the Company implements its financial and operational restructuring, it intends to continue and accelerate most of the basic elements of the turnaround plan announced in October, including:

A completely new management team is in place;
Reducing structural and operating costs;
Improving the A&P value proposition for customers; and
Enhancing the customer experience in stores.
A&P's major shareholders support the action announced today and believe that the Company's plan will advance and accelerate the comprehensive turnaround effort already underway.

The Company also announced that Frederic F. ("Jake") Brace, who was named Chief Administrative Officer in August, will lead the Company's restructuring effort. Mr. Brace will take the additional title of Chief Restructuring Officer to reflect his expanded role.

JPMorgan Chase to Provide $800 Million in DIP Financing

The Company has entered into an $800 million DIP facility with JPMorgan Chase & Co. The Company's ability to obtain borrowings under such facility is subject to satisfaction of customary conditions and receipt of court approval. The DIP facility is being fully underwritten by JPMorgan Chase. A hearing to approve a portion of the facility has been scheduled for December 13.

Upon approval, this DIP facility will be available to fund A&P's operations, pay its vendors and for other corporate purposes. In addition, this financing will provide the capital necessary to continue the Company's efforts to improve and renovate select stores and provide enhanced product offerings to its customers.

Employees to Continue to Receive Wages and Benefits

The Company expects to receive full authority to pay employee wages and benefits on an uninterrupted basis.

Background on Chapter 11

Chapter 11 of the U.S. Bankruptcy Code allows a company to continue operating its business and managing its assets in the ordinary course of business. The U.S. Congress enacted Chapter 11 to encourage and enable a debtor business to continue to operate as a going concern, to preserve jobs and to maximize the recovery of all its stakeholders.

The Company's legal representative in its Chapter 11 cases is Kirkland & Ellis LLP and its financial advisor is Lazard.

Sunday, December 12, 2010

Israel's Alony Hetz to Spinoff Renewable Energy Unit

Amot Energy believes that Israel's renewable energy market is limited in size it therefore plans to expand its operations overseas.

Alony Hetz Property and Investments Ltd. (TASE: ALHE), controlled by president and CEO Nathan Hetz and chairman Aviram Wertheim, plan to spin off and float the renewable energy unit of subsidiary Amot Investments Ltd. (TASE:AMOT), Amot Energy Ltd., on the Tel Aviv Stock Exchange (TASE). They plan to raise a gross NIS 140 million in an offering of 85-90% of Amot Energy.

The offering will reduce Amot Investment's holding in Amot Energy to 10-15%, after repayment of the company's cash investment in Amot Energy in full.

Amot Energy believes that Israel's renewable energy market is limited in size it therefore plans to expand its operations overseas. Amot Investments will concentrate on its core business of income-producing property in Israel.

Alony Hetz will invest NIS 80 million in Amot Energy. Along Hetz owns 58% of Amot Investments, and will likely own about half of Amot Energy.

Nathan Hetz said that Amot Energy was founded to exploit the roofs of Amot Investments' malls, as part of their redevelopment. "After a thorough review of the solar energy market, we concluded that the synergy between Amot's real estate business and this business is low. The renewable energy market is nonetheless interesting and has great potential, especially internationally. Investment in the field in Israel and abroad requires substantial investment in shareholders' equity, including high leverage. We therefore decided to allow Amot Energy to raise the necessary capital independently from Amot's shareholders.

"The offering will enable Amot's current shareholders to benefit from Amot Energy's initial potential. When Amot Energy becomes a public company, it will operate in Israel and probably overseas as well."

Amot Energy has invested NIS 12 million in 14 solar energy projects to date. The projects are due to generate NIS 2.4 million in annual revenue. Last month, the company estimated its investment in renewable energy at NIS 250-300 million in 2011-12.

Australia's Tabcorp to Spinoff Its Casinos

Dec 11 (Reuters) - Australia's Tabcorp Holdings said on Saturday it would more than triple its investment plans for casinos in Queensland state to A$625 million ($616 million), as it prepares to spin its casinos off into a separate company.

Tabcorp said in a statement the decision was made after concessions from the Queensland state government, including increasing the number of gaming machine licences.

The total investment is more than three times the initial A$175 million announced in October for the Gold Coast. It is to be staged over six years with capital expenditure to start in 2011 after the proposed demerger of Tabcorp, which is expected to take place next year.

The plans include the construction of two new hotels in Brisbane and the Gold Coast, and an upgrade to existing facilities in Townsville.

"The Queensland investment follows the redevelopment of Star City in Sydney. Together, these investments will make the casinos an attractive growth business following the proposed demerger from Tabcorp," Tabcorp Chairman John Story said in the statement.

Tabcorp said the move was subject to a binding agreement to be signed between the company and the state government and obtaining other required approvals.

Saturday, December 11, 2010

Prime Cut

Source: The Deal

It has been more than a decade since a Pentagon-declared armistice brought an end to a post-Cold War barrage of large transactions that reshaped the defense establishment. But now, with government belt-tightening occurring across the globe threatening to erode sales, there is good reason to believe that some of the major U.S. defense contractors could be reopening their war rooms in the months to come.

The 1990s saw a major reshaping of the U.S. defense industry, as the post-Cold War peace dividend created a push for consolidation that saw Boeing Co. combine with McDonnell Douglas Corp., Raytheon Co. with Hughes Aircraft Co. and Martin Marietta Co. with Lockheed Corp. to create a corporation that went on to gobble up Loral Corp.'s defense electronics business.

During that decade, the number of U.S.-based aircraft makers was cut in half and suppliers of missiles by two-thirds. But the Defense Department effectively halted transactions among a shrinking number of so-called prime contractors in 1998 when it denied Lockheed Martin Corp. approval of an $8.3 billion deal to buy Northrop Grumman Corp.

Ample small and midsized deals have taken place since, with Northrop in particular aggressively picking off secondary defense targets in the early 2000s. But the remaining Big Five prime contractors of Boeing, Lockheed, Northrop, Raytheon and General Dynamics Corp. have in the years since 1998 remained independent. And with the U.S. waging two wars during much of the past decade, business has been pretty brisk.

Now, amid the post-recession talk of slowing government spending (and with troop drawdowns taking place in Iraq and perhaps Afghanistan), defense industry investment bankers are beginning to see hope for renewed consolidation efforts.

The Department of Defense, by some estimates, could slash spending by 15% to 20% over the next several budget cycles, in part by cutting purchases of big-ticket weapons systems like battleships and fighter jets. In place of big metal the federal government is likely to invest in areas such as unmanned systems and cybersecurity, as the Pentagon, in the words of Joint Chiefs of Staff member General James Cartwright at a Credit Suisse Group event in late November, attempts to reshape itself away from being an "industrial organization trapped in an IT world."

Revenue pressures and changing priorities have already caused a flood of midmarket deal activity, with Safran SA buying L-1 Identity Solutions Inc. for $1.19 billion, Boeing acquiring Argon ST Inc. for $775 million and government information technology services firms DynCorp International Inc., Stanley Inc. and ICx Technologies Inc. being sold for $1.5 billion, $1.07 billion and $274 million, respectively.

Those middle-market defense deals should continue, with the prime contractors swallowing those firms that align them more effectively with new Pentagon priorities. But with sales and margins under pressure, the next step could be for the primes to turn their guns on each other.

Northrop Grumman in particular would make a big, tempting target. The company in the months to come is expected to spin off or sell its massive, if low-margined, shipbuilding business, shedding $6 billion of its $35 billion in annual sales and focusing its resources on its manned and unmanned aircraft, space, and fast-growing IT and sensors units.

While there is little reason to believe there are any ongoing discussions taking place currently, industry bankers for months have linked Boeing, by far the U.S. industry's largest player with a $48.5 billion market capitalization, with a bid for $18 billion market cap Northrop. Dennis Muilenburg, head of Boeing's defense operation, fueled the fire in September when he said that Boeing would target purchases of businesses heavy in unmanned aircraft, cybersecurity and intelligence -- all Northrop specialties.

General Dynamics could also be interested in more of a merger-of-equals scenario, defense sources say, especially once Northrop sheds its ship unit. General Dynamics, which the market values at $26 billion, is Northrop's primary competitor in shipbuilding and would be unlikely to win approval for a deal if it would consolidate all U.S. shipyards under one roof.

Of course, the idea of Northrop as a target is far from universal, in part because CEO Wesley Bush has been on the job only since January and seems more interested in putting his stamp on the company via a restructuring program than seeking out an M&A transaction. Raytheon, the smallest of the Big Five in terms of market capitalization and revenue, could also attract interest.

Deal speculation is one thing. The bigger question is whether the Pentagon is willing to change course and allow a large transaction to happen. Combining Boeing and Northrop would merge two of the nation's three largest defense contractors, and by some estimates hand nearly half of the Pentagon weapons procurement budget to one very large company. That's a lot of heft and clout in one entity.

Deal advocates argue that if defense spending falls, the government has no choice. "The primary goal of the Pentagon is to have a healthy domestic supplier base," a defense banker says. "If a healthy community of suppliers is your goal and you are shrinking your budget, you have to accept a smaller community."

GFI Group Inc. Declares Special Dividend

GFI Group Inc. a provider of wholesale brokerage, clearing services, electronic execution and trading support products, announced today that the Company's Board of Directors has declared a special dividend of $0.25 per common share. The record date of the special dividend will be December 20, 2010 and the payment date will be December 30, 2010.

Friday, December 10, 2010

RHI Entertainment Files Pre-Packaged Chapter 11

NEW YORK--(BUSINESS WIRE)-- RHI Entertainment, Inc. (OTCBB:RHIE.ob - News) (“RHI”), a leading developer, producer, and distributor of new made-for-television movies, miniseries, and other television programming, today announced that in response to the broad support received for its previously announced prepackaged plan of reorganization (as amended, the “Plan”) from lenders of record under the Company’s first lien credit agreement, as amended, and second lien credit agreement, as amended, the Company has elected to commence voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code for the Southern District of New York.

The recapitalization will strengthen RHI’s capital structure by reducing the Company’s total debt by approximately 51%, or $309 million, while substantially lowering interest costs, extending maturities and increasing liquidity. In connection with the recapitalization, the Company has also entered into agreements that will eliminate, reduce and/or favorably amend the payment terms associated with over $100 million in potential claims of a number of creditors including various production partners and talent guilds. The Company will operate as usual during the court process, which is anticipated to be concluded in the first quarter of 2011.

Of those voting, 99% in dollar amount and 94% in number of holders of the obligations under the first lien credit agreement and 100% in dollar amount and in number of holders under the second lien credit agreement approved the Plan. This broad support far exceeds the minimum thresholds required by the Bankruptcy Code to implement a plan of reorganization.

“We are delighted to receive the support from our lenders, which will allow us to quickly move forward with our pre-packaged restructuring plan,” said Robert Halmi, Jr, Chief Executive Officer of RHI Entertainment. “Today’s action is the next step in the process to reduce our debt and formulate a new capital structure that will better enable us to invest in our business and continue to provide one of a kind content to our customers.”

RHI has secured a commitment for a $15 million debtor-in-possession (“DIP”) Revolving Credit Facility from JPMorgan Chase Bank, N.A. and certain other first lien lenders. The DIP facility will provide RHI the necessary financing to complete the confirmation of its Plan and ensure that it is able to uphold its commitments to clients, employees and suppliers. In addition, RHI anticipates having a $25 million Revolving Credit Facility available to the company upon emergence from Chapter 11. This facility would provide RHI with the necessary liquidity to operate its business post-emergence.

RHI has also filed a series of first day motions to allow the Company to continue operating in the ordinary course and producing movies during the confirmation process. To this end, RHI is seeking approval in the United States Bankruptcy Court for Southern District of New York to continue the payment of wages, salaries and other employee benefits, the payment of prepetition claims of critical, priority and foreign vendors, and the payment of taxes and governmental fees and obligations owed under the Company’s insurance policies.

A form of the Plan and the related Disclosure Statement, which provide a substantial description of the restructuring, may be accessed through www.loganandco.com.

Ramius Files Proxy on SurModics

EXCERPT: The Ramius Group is the largest shareholder of the Company. As of the date hereof, the Ramius Group owns in the aggregate a total of [2,088,760] Shares, representing approximately 12% of the issued and outstanding Shares.

As the largest shareholder of SRDX, the Ramius Group has a vested financial interest in the maximization of the value of the Company’s Shares. Our interests are aligned with the interests of all shareholders: We have one simple goal – to maximize the value of the Shares for all shareholders.

The Ramius Group believes that the Company’s shares are currently trading at a significant discount to intrinsic value. In our opinion, the discounted share price is in large part due to poor operating performance that has been driven by failed growth investments, failed acquisitions and excessive spending.

Based on SurModics’ recently reported fourth quarter results, management and the Board do not appear to have a strong grasp on the serious business issues facing the Company. We believe management and the Board need assistance in determining the right strategic direction for the Company and the right path forward to improve shareholder value.

Our nominees have the necessary experience and desire to work constructively with management and the Board to address these issues. The Ramius Nominees, if elected, will work with the other members of the Board to pursue initiatives that are in the best interests of all shareholders with a goal of maximizing shareholder value.

Specifically, our serious concerns include the following:

* SRDX’s poor operational performance;
* SRDX’s poor stock performance;
* SRDX’s failed growth investments, failed acquisitions and excessive spending; and
* SRDX’s management and Board do not have a strong grasp of the serious business issues facing the Company.

We believe these factors have contributed to a market valuation that does not reflect the intrinsic value of the Company, with shareholders currently assigning little to no value to SRDX’s operating business. While general weakness in the stock market and increasing competitive pressures within the industry have impacted the Company, we believe the primary reasons for the poor performance are a misguided growth strategy, bloated corporate overhead and a lack of management execution.

SRDX’s Poor Operating Performance

SRDX’s recent operating performance is cause for serious concern. Under this Board’s supervision, from fiscal year 2006 to 2010, total revenue was flat while SG&A expense grew by 85.8%. In addition, we estimate that non-customer R&D expense also grew by 15.3% during that time. In total, the Company’s operating expenses grew by 79.8% from fiscal year 2006 to 2010 while revenue flat-lined. As a result, adjusted operating profit declined by 83.5%.

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We believe this decline is in large part due to continued poor operating performance driven by failed growth investments, failed acquisitions and excessive spending. Further, we believe the [___]% decline in stock price since reporting fourth quarter results demonstrates that shareholders have become increasingly uncomfortable with the direction of the Company.

Oak Street Capital on Red Robin Gourmet

The Reporting Persons acquired the Shares in the ordinary course of business for investment purposes based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.

The Reporting Persons continually review their respective investment in the Issuer and other entities in which they have invested. As part of that review, the Reporting Persons have determined that they may seek a more active role in influencing the Issuer’s affairs in order to protect and maximize the value of their investment.

To that end, they may engage in discussions with the Issuer’s management and the Board of Directors of the Issuer regarding alternatives means to maximize stockholder value, may engage in dialogues with other stockholders and may seek representation on the Board of Directors of the Issuer.

The Reporting Persons held several discussions before December 8, 2010 to discuss the transactions contemplated by the matters described in this Item 4, but no agreement was reached among the Oak Street Reporting Persons and the Kovitz Reporting Persons as a result of such discussions, and no group was formed under Section 13(d)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 13d-5(b)(1) promulgated thereunder, until December 8, 2010...

Wilbur Ross 13D on EXCO Resources

Item 4. Purpose of Transaction.

The Reporting Persons have acquired the Issuer’s Common Stock for investment purposes. The Reporting Persons intend to review their investment in the Issuer continually.

Depending upon the results of such review and other factors that the Reporting Persons deem relevant to an investment in the Issuer, the Reporting Persons may take or propose to take, alone or in conjunction with others including the Issuer, other actions intended to increase or decrease the Reporting Persons’ investment in the Issuer or the value of their investment in the Issuer, which could include one or more of the transactions or actions referred to in paragraphs (a) through (j) of Item 4 of SEC Schedule 13D.

The Reporting Persons have communicated or presently intend to communicate, directly or through intermediaries, with members of the Issuer’s management concerning matters relating to the business and affairs of the Issuer.

Each of the Reporting Persons reserves the right (in each case, subject to any applicable restrictions under law) to at any time or from time to time (i) purchase or otherwise acquire additional shares of Common Stock, or other securities of the Issuer or of subsidiaries of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Issuer Securities, and/or (v) engage in or encourage communications with, directly or through intermediaries, the Issuer, members of management and the Board of Directors of the Issuer, other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring (A) extraordinary corporate transactions, such as a merger (including transactions in which affiliates of Reporting Persons may be proposed as acquirers) or sales or acquisitions of assets or businesses, (B) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, (C) changes to the Issuer’s capitalization or dividend policy, (D) other changes to the Issuer’s business or structure or (E) one or more of the other actions described in paragraphs (a) through (j) of Item 4 of SEC Schedule 13D.

Bogen Board Declares Cash Dividend

RAMSEY, N.J.--(BUSINESS WIRE)-- Today, the Bogen Communications International, Inc. (Pink Sheets:BOGN.pk - News) (“Bogen”), Board of Directors declared a special cash dividend of $1.00 per common share, payable on December 30th, 2010, to shareholders of record on December 23rd, 2010, subject to completion of bank financing.

If bank financing is not completed, some or all of the dividend may not be paid. If paid, it is anticipated that approximately $0.65 to $0.70 of the dividend will qualify as an ordinary dividend and the remainder as return of capital or capital gain depending on shareholder basis.

The allocation noted above is subject to change upon completion of the financial statements of the Company. Each shareholder is advised to consult with their tax advisor regarding the tax treatment of this dividend.

A&P Said to Consider Filing for Bankruptcy Protection

Source: Bloomberg

Atlantic & Pacific Tea Co., the once-dominant grocery-store chain founded in 1859, may file for bankruptcy in the coming days to restructure debt, two people with knowledge of the matter said.

A filing to reorganize under court protection may come as soon as this weekend, said the people, who declined to be identified because the matter is private. A&P hired law firm Kirkland & Ellis LLP to represent it in negotiations with creditors and in any Chapter 11 proceeding, the people said.

Lauren La Bruno, an A&P spokeswoman, didn’t immediately return an email and a call seeking comment.

The Montvale, New Jersey-based grocer has struggled to cope with mounting competition from discounters such as Target Corp. and Wal-Mart Stores Inc., which are offering more fresh food to attract customers. A&P, which operated almost 16,000 stores in the 1930s, now runs about 400 locations under its namesake banner as well as SuperFresh and Food Emporium. In 2007, it bought the Pathmark Stores supermarket chain for $678 million.

The grocer in October said sales in the quarter ended Sept. 11 fell 7.1 percent to $1.9 billion and its net loss almost doubled to $153.7 million in that period. A&P had $94 million in cash and short-term investments as of Sept. 11, a 63 percent decline from $252 million as of the end of February.

The company had about $1.5 billion in net debt as of September. It had an $876 million net loss on $8.8 billion in 2009 sales, its third straight annual shortfall.

‘Illiquid’

A&P “may be illiquid at some point in the near term,” Standard & Poor’s said in July, issuing a downgrade of the company’s corporate credit rating to CCC.

Chief Executive Officer Sam Martin was hired in July to help lead a turnaround, replacing Ron Marshall, who had held the job for about six months. Martin has said then that A&P is examining its business in an effort to improve results.

The company announced a $89.8 million sale-leaseback of six stores last month. In August, A&P said it will close 25 stores in five states as part of its turnaround plan.

The stock fell $1.10, or 39 percent, to $1.73 at 10:07 a.m. today in New York Stock Exchange trading. Before today it had dropped 28 percent since July 22, the day before A&P announced Martin’s appointment as chief.

The Great American Tea Co. began as a store on Vesey Street in lower Manhattan, selling coffee, tea and spices and dispatching salesmen in horse-drawn carriages through New England, the Midwest and South, according to the company’s website. The grocer renamed itself The Great Atlantic & Pacific Tea Co. in 1869.

Molecular Insight Files Chapter 11

CAMBRIDGE, MA--(Marketwire - 12/09/10) - Molecular Insight Pharmaceuticals, Inc. (NASDAQ:MIPI - News), a biopharmaceutical company discovering and developing targeted therapeutic and imaging radiopharmaceuticals for use in oncology, today announced that it has entered into a $45-million financing commitment from Savitr Capital LLC, to be effected through a corporate reorganization under a chapter 11 filing commenced today. MIPI has also made changes in its management to implement the restructuring.

The investment from Savitr Capital LLC ("Savitr"), a private investment company, would be in the form of common stock at $0.45 per share, representing 90% of MIPI's common stock. The investment is conditioned upon the replacement of MIPI's approximately $195,000,000 of existing bonds, including all accrued "pay in kind" ("PIK") interest, by $90,000,000 principal amount of secured notes. The newly issued notes would mature in six years and bear interest at 6% per annum, payable in the form of PIK notes during the first 24 months; either PIK notes or cash, at the option of MIPI, during the next 24 months and cash for the last 24 months, with one-half of the outstanding principal to be repayable on the fifth anniversary and the balance on the sixth anniversary of the note issuance date. In addition to the notes, the holders of MIPI's existing bonds would receive 10% of MIPI's common stock.

The Savitr investment is subject to a number of conditions, including the emergence of MIPI from its corporate restructuring by March 31, 2011, adherence to a cash collateral budget, satisfactory resolution of various issues related to Onalta™, a drug candidate, as well as certain bankruptcy-related preconditions, including the entry of certain Final Orders by the Bankruptcy Court incorporating, among other items, a confirmation order related to MIPI's chapter 11 plan, and the court's approval of a breakup fee and expense reimbursement protections for the benefit of Savitr.

The Savitr investment also provides for a 30-day period during which the Company is permitted to solicit other inquiries, proposals and bids from third parties who desire to propose an alternative transaction to the one proposed by Savitr.

Joseph Limber, MIPI Chairman of the Board, stated: "We are very pleased with the Savitr investment commitment and feel that it would provide the Company with both the funds and the restructured balance sheet needed to continue our business. We are disappointed that the bondholders have not accepted the Savitr proposal and that, as a result, we are required to commence chapter 11 proceedings to protect our Company's ongoing business. Nonetheless, we are hopeful that we will be able to reach a mutually acceptable restructuring agreement with all of our creditors."

The Definitive Investment Agreement and certain other documents will be filed on Form 8k with the Securities and Exchange Commission ("SEC") within the next four days.

In connection with the reorganization, Daniel L. Peters tendered his resignation as Chief Executive Officer, President and Director, and Charles H. Abdalian has tendered his resignation as Senior Vice President and Chief Financial Officer. Harry Stylli, Ph.D., a long-time member of the Company's Board of Directors, was elected as Chief Restructuring Officer and President, and Mark A. Attarian, a partner of Tatum, an executive financial services firm, was elected as Interim Executive Vice President and Chief Financial Officer. In addition, John W. Babich, Ph.D., was named principal executive officer and Mr. Attarian principal financial officer for SEC and other regulatory filing matters. In tendering his resignation, Mr. Peters stated: "I am pleased that I was able to aid the Company through its difficult restructuring process and, given that the Company is entering a new phase of its business, it is appropriate to hand the reins over to Harry Stylli. With his experience and expertise, I am confident that the Company is in capable hands." Mr. Stylli stated: "The Board of Directors of Molecular appreciates Dan's and Chuck's service and contributions in guiding the Company through a challenging period. We thank them for their contributions to the Company and wish them great success in their future endeavors."

CRT Investment Banking LLC, now known as M.M. Dillon & Co., acted as the Company's sole financial advisor for these transactions.

About Molecular Insight Pharmaceuticals, Inc.
Molecular Insight Pharmaceuticals is a clinical-stage biopharmaceutical company and pioneer in molecular medicine. The Company is focused on the discovery and development of targeted therapeutic and imaging radiopharmaceuticals for use in oncology. Molecular Insight has five clinical-stage candidates in development. For further information on Molecular Insight Pharmaceuticals, please visit www.molecularinsight.com.