/raid1/www/Hosts/bankrupt/TCRLA_Public/170614.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Wednesday, June 14, 2017, Vol. 18, No. 117
Headlines
A R G E N T I N A
ARCOR SAIC: Fitch rates US$150MM Unsecured Notes Reopening at BB-
CELULOSA ARGENTINA: Fitch Affirms Then Withdraws B IDR
B R A Z I L
BANCO FIBRA: S&P Affirms 'B-/B' Global Scale Issuer Credit Ratings
JBS SA: US Cattlemen See Opportunity to Reopen Anti-Trust Issue
JBS SA: Police Raid Firm on Insider Trade Probe, Shares Fall
MINERVA SA: Fitch to Rate Proposed US$300MM Notes Reopening BB-
C A Y M A N I S L A N D S
AUBURNDALE FINANCIAL: Commences Liquidation Proceedings
CLOUGH OFFSHORE: Commences Liquidation Proceedings
COTIL INVESTMENTS: Placed Under Voluntary Wind-Up
EUROMAX III MBS: S&P Lowers Rating on Cl. A-1 Notes to 'B'
GHSF LTD: Creditors' Proofs of Debt Due June 28
HADAR FUND: Creditors' Proofs of Debt Due Aug. 7
IMPALA MAGPIE: Creditors' Proofs of Debt Due June 26
MMTALENT HOLDING: Commences Liquidation Proceedings
PINE CO: Commences Liquidation Proceedings
SYNERGY INVESTMENT: Creditors' First Meeting Set for June 29
WASHINGTON OC 30: Creditors' Proofs of Debt Due June 26
D O M I N I C A N R E P U B L I C
DOMINICAN REP: Agro Leaders Want Firm Stance on Trade With Haiti
J A M A I C A
* JAMAICA: Role of Credit Unions to Remain Unchanged With Reform
P U E R T O R I C O
BEBE STORES: Borrows $35 Million From GACP to Pay Off Landlords
BEBE STORES: Shutters Stores, Fires All Retail Employees
BEBE STORES: Out-Of-Court Restructuring Assisted by B. Riley
BEBE STORES: GBG to Manage bebe.com, Pay $5M for Inventory
BEBE STORES: Domains, International Deals Assigned to Blue Star JV
BEBE STORES: Distribution Center Sold for $22M, Design Center Next
V I R G I N I S L A N D S
SEA TRUCKS: Placed Into Provisional Liquidation
- - - - -
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A R G E N T I N A
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ARCOR SAIC: Fitch rates US$150MM Unsecured Notes Reopening at BB-
-----------------------------------------------------------------
Fitch Ratings rates the USD150 million reopening of Arcor
S.A.I.C's (Arcor) USD350 million senior unsecured notes due 2023
'BB-/RR3'. The USD150 million additional notes will be issued
under the USD 800 million global short and medium term note
program dated Oct. 30, 2015 governing the USD350 million senior
notes due 2023. Proceeds of the bond issuance reopening will be
used to refinance existing debt and should improve Arcor's debt
maturity profile and lower its overall cost of debt.
KEY RATING DRIVERS
Strong Business Position: The company's ratings reflect its strong
business position as a leading Latin American producer of
confectionary and cookie products. The company's vertical
integration ensures the quality of supplies as well as the
availability of main inputs. Arcor's brand names and distribution
platform support leading market shares in chocolates, candies and
cookies in its main market of Argentina. The company's brands
reach consumers in 120 countries. Argentina (including exports to
third parties) contributed to 71% of Arcor's revenues and 96% of
its EBITDA in 2016. The balance of its revenues and EBITDA came
from the Andean region (10% and 5%) and Brazil (10% and negative
7%).
Expansion: Fitch expects Arcor to continue to solidify its
leadership position in Latin America. The company has been growing
organically through strategic partnerships and acquisitions in an
effort to enhance its geographic and product diversification. Key
product categories categories include confectionery, cookies,
packaged food products and agro-industries. Over the last two
years, the group has also increased its participation in
Mastellone Hermanos S.A. (Mastellone), a leading dairy producer in
Argentina. The company increased its stake in Mastellone to 38.4%
through approximately USD50 million of capital injections by Arcor
& Bagley Argentina (its joint venture with Danone Group) in 2017.
In April 2017, Arcor acquired Zucamor S.A., a packaging company in
Argentina, for an enterprise value of USD230 million.
Conservative Financial Profile: Arcor's financial profile is among
the strongest in the Fitch-rated Argentine portfolio and among
other food, beverage and tobacco companies in the regional
portfolio. The company's strong capital structure and solid
business are key credit factors that support its 'BB' local
currency rating. Arcor's LTM gross debt/EBITDA was 2.7x as of
March 31, 2017.
FC IDR Above Country Ceiling: Fitch's criteria for rating FC IDRs
higher than an issuer's applicable Country Ceiling takes into
consideration the relationship between 12 months of foreign
currency debt service and cash held abroad, cash generated by
exports, undrawn committed credit lines and cash flow from foreign
operations. If the ratio of these factors covers debt service by
more than 1.0x for 12 months, issuers FC IDRs may be notched one
level above the applicable Country Ceiling. Fitch has notched up
the FC IDR of Arcor to 'B+' from Argentina's 'B' Country Ceiling
because of the cash it holds abroad, cash generation from its
operations outside of the country, and exports. Combined, these
items cover its annual debt service by nearly 1.5x.
LIQUIDITY: As of March 31, 2017, Arcor had ARS1.9 billion of cash
and cash equivalents and short-term debt of ARS4.6 billion, which
is about 46% of total debt. 57% of the debt was in USD. Most of
the short-term debt is bank debt. The company has strong access to
bank lines to finance exports.
RATING SENSITIVITIES
Future developments that may, individually or collectively, lead
to a negative rating action include:
-- Further economic decline leading to a sustained deterioration
in credit metrics, and/or a change in management's goal of
maintaining a conservative capital structure.
A positive rating action is not likely in the near to medium term
given the high cash generated from Argentine operations and
Argentina's current sovereign ratings. However, higher than
expected cash generation from investment-grade countries, such as
Chile and Brazil, for example a turnaround of performance in
Brazil, would be viewed favorably.
Fitch currently rates Arcor:
-- Long-Term Foreign Currency IDR 'B+';
-- Long-Term Local Currency 'BB';
-- International senior unsecured bonds 'BB-/RR3.
The Rating Outlook is Stable.
CELULOSA ARGENTINA: Fitch Affirms Then Withdraws B IDR
------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn Celulosa
Argentina S.A.'s Long-term and Local Currency Issuer Default
Ratings (IDRs) at 'B'.
The withdrawal of the ratings is due to commercial reasons.
Celulosa Argentina S.A.'s ratings are no longer considered
relevant to Fitch's analytical coverage. Fitch will no longer
provide ratings or analytical coverage of the company.
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B R A Z I L
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BANCO FIBRA: S&P Affirms 'B-/B' Global Scale Issuer Credit Ratings
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-/B' global scale and 'brB-/brC'
Brazilian national scale issuer credit ratings on Banco Fibra S.A.
(Fibra). The outlook remains negative. S&P revised the bank's
SACP to 'ccc+' from 'b-'.
The lower SACP reflects the bank's weaker capital position.
According to the central bank, Fibra's Basel III regulatory ratio
reached 10.8% as of March 2017. The drop from 12.5% as of
December 2016 is due to regulatory deductions related to DTAs
added to the bank's weak internal capital generation. Brazil is
currently implementing Basel III DTA deductions on a phase-in
basis that will be completed in 2018. Every year since 2015,
banks had to deduct from regulatory capital 20% of their DTAs from
net losses and the balance of DTAs from temporary differences, not
related to credit provisions, higher than 10% of its Tier 1
equity. Fibra's high amount of DTAs caused its regulatory capital
to shrink by around R$70 million as of March 2017, leading to a
decrease of its Basel III ratio to 10.8%. Given this scenario,
coupled with continued net losses, S&P believes that the bank is
now at risk of reaching the minimum regulatory ratio of 10.5%,
which sharply increases its vulnerability to a regulatory breach.
Moreover, S&P estimates that Fibra will require a capital
injection of at least R$50 million by January 2018 in order to
cope with the last Basel III phase in. This figure doesn't
include additional losses that the bank could have during the
year, and it assumes the loan portfolio will remain stable.
Despite the higher capital risk, S&P believes Fibra still has
enough liquid assets to cope with its obligations within the next
12 months. As of March 2017, the bank's available cash was
R$1.077 billion, which was sufficient cover around 2.0x of its
short-term wholesale funding. S&P expects the bank to maintain
its cash position at least above R$600 million. In addition,
Fibra's low share of deposits with liquidity condition and the
management's willingness to maintain a high liquidity level
support our adequate liquidity assessment. The bank's deposits
are somewhat pulverized among retail investors.
In the past couple years, Fibra's funding base has been shifting
from wholesale oriented to retail depositors. The bank has been
taking advantage of local distributors to reach a retail base that
was previously unreachable to the bank. As a result, the share of
time deposits and domestic issuances increased to 94% as of March
2017 from around 40% in 2015. Moreover, the more expensive
funding sources such as deposits with guarantees and foreign
issuances have been gradually dropping as a share of Fibra's
funding base. Despite this improvement, S&P still believes the
bank lacks a broader diversification among depositors, which along
with the lack of a branch network makes Fibra heavily dependent on
local distributors. In that sense, S&P still considers that
Fibra's funding sources are less stable than the average of the
banking industry.
The ratings on Fibra continue to be constrained by its
concentrated business profile given its focus on middle-market and
poor profitability metrics in the past five years. S&P also bases
its ratings on the bank's weak asset quality metrics, compared
with those of its peers.
JBS SA: US Cattlemen See Opportunity to Reopen Anti-Trust Issue
---------------------------------------------------------------
Food Safety News reports that some U.S. cattle ranchers are seeing
an opportunity in the way JBS Corp. has gotten itself tied up in
Brazil's political scandal. JBS USA is the wholly owned
subsidiary of JBS S.A., the Brazilian corporation that is the
world's largest fresh beef and pork processor with sales of $52.3
billion in 2016, according to Food Safety News.
The report notes that the cattlemen are asking for a U.S.
Department of Justice investigation into JBS's cattle procurement
practices, saying the company's "business model relied heavily on
unlawful and other corrupt practices to influence government
actions and policies as well as to influence decisions by
government regulated entities . . .."
The request was made this past week in an 11-page letter from the
Billings, MT-based R-CALF United Stock growers of America, the
report relays. It was sent to President Trump, Senate Judiciary
Committee Chairman Charles Grassley, Attorney General Jeff
Session, and Secretary of Agriculture Sonny Perdue, the report
discloses.
The letter, signed by R-CALF CEO Bill Bullard, urges the
government to "reject any type of leniency" with JBS. It further
calls for review of previous decisions that favored JBS in DOJ
antitrust reviews, the report notes. JBS acquired most of its
beef processing assets in North American by purchasing Swift in
2007, the Smithfield Beef Group and Five Rivers Cattle Feeding in
2008, and Pilgrim's Pride in 2009, the report says.
A DOJ investigation of its U.S. activities would add to the JBS
management, financial, and image crisis that's been boiling over
for the last month since former JBS Chairman Joesley Batista
turned a tape recording over to authorities that sounded as if
Brazil's President Michel Temer was endorsing the payment of
bribes and hush money to inspectors and others, the report notes.
The report relates that Mr. Batista resigned as JBS Chairman and
from its Board of Directors. Temer remains as President of Brazil
after the nation's top electoral court dismissed his removal from
office by a 4-3 vote.
Also, JBS Corp. announced the sale of its operations in Argentina,
Uruguay and Paraguay to South American rival Minera Corp. for $300
million, the report relates. The transaction is expected to close
next month.
The sale was likely in reaction to pressure by creditor banks on
JBS, which has a net debt of around $14.6 billion, the report
says. JBS USA assets, including Pilgrim's Pride, are other
potential sources of cash, the report notes. Pilgrim's Pride has
about a 20 percent share of the U.S. poultry market, the report
adds.
Also, Brazil's Federal Police conducted a search and seizure
operation at the headquarters of JBS S.A. and an associated
company, the report relays. Four unnamed people were detained for
questioning about potential insider trading, the report notes.
Both JBS Corp. and J&F Investments, owned by the Batista brothers,
previously entered into so-called leniency agreements with federal
prosecutors, the report discloses. JBS agreed to pay a fine of
$183.8 million, while J&F agreed to pay $3.2 billion over 25
years, the report relays. The J&F "leniency" fine is said to be
the largest in Brazil's history and represents bribes and
kickbacks to 1,829 Brazilian politicians, the report notes.
The fines between JBS and J&F were structured to protect JBS
minority shareholders, the report says. The Batista brothers
admitted bribing nearly 1,900 politicians, including Temer and his
two predecessors, the report adds.
As reported in the Troubled Company Reporter-Latin America on
June 13, 2017, Moody's Investors Service has downgraded JBS S.A.
(JBS).'s corporate family rating to B2 from Ba3, the senior
unsecured ratings of its wholly-owned subsidiary JBS USA Lux S.A.
("JBS USA") to B1 from Ba3, and JBS USA senior secured ratings to
Ba3 from Ba2. The ratings of both companies remain under review
for downgrade.
JBS SA: Police Raid Firm on Insider Trade Probe, Shares Fall
------------------------------------------------------------
Ana Mano and Paula Laier at Reuters report that Brazil's federal
police raided the offices of JBS SA to investigate the alleged use
of insider information in financial market dealings, pushing
shares in the embattled meatpacker to a two-week low.
Police said there were indications that JBS and controlling
shareholder FB Participacoes SA gained an unfair advantage in
trading stocks, currency futures and forwards in April and May,
according to Reuters.
"There is evidence these dealings occurred with the use of
privileged information, generating undue advantages in capital
markets in a context in which almost all investors incurred
financial losses," the police said in an emailed statement
obtained by the news agency.
JBS and its parent company J&F Investimentos have denied any
wrongdoing.
The police operation follows several investigations by securities
regulator CVM on trades made before the revelation of a plea deal
by top JBS executives, which triggered a financial market selloff
last month, Reuters notes.
In the plea testimony, the Batista brothers, Joesley and Wesley,
said President Michel Temer received BRL15 million in JBS bribes,
exacerbating a scandal that threatens to oust him from government,
Reuters says.
Police served three search warrants at the offices of JBS and FB
in Sao Paulo, and also detained four unnamed people for
questioning, the report relays.
JBS and holding company J&F Participacoes said they surrendered
all materials and documents requested by police during the raid,
adding they are cooperating with the investigation, Reuters
relays. J&F reiterated in a statement that all of the group's
currency trades are legal and consistent with a strategy of
hedging financial positions, the report notes.
JBS stock on Friday, June 9 fell as much 5.8 percent to BRL7.08
before recovering to a milder drop of 0.8 percent in late
afternoon trading, Reuters notes. The Bovespa index slipped 0.3
percent.
JBS' controlling shareholders sold shares in the meatpacker worth
BRL329 million in April, according to securities filings, the
report says. Police also questioned purchases of U.S. dollars in
future and forward markets, which local media reported surpassed
$1 billion, the report notes.
JBS shares have fallen 16 percent since the Temer scandal broke on
May 21, contributing to a 7.2 percent loss of the benchmark
Bovespa stock index, the report relays. The Brazilian real
weakened 4 percent in the period as traders bet political turmoil
could delay the implementation of structural reform, the report
adds.
As reported in the Troubled Company Reporter-Latin America on
June 13, 2017, Moody's Investors Service has downgraded JBS S.A.
(JBS).'s corporate family rating to B2 from Ba3, the senior
unsecured ratings of its wholly-owned subsidiary JBS USA Lux S.A.
("JBS USA") to B1 from Ba3, and JBS USA senior secured ratings to
Ba3 from Ba2. The ratings of both companies remain under review
for downgrade.
MINERVA SA: Fitch to Rate Proposed US$300MM Notes Reopening BB-
---------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating to Minerva S.A.'s
proposed US$300 million notes reopening. The reopening is part of
Minerva Luxembourg's 2026 notes and will be unconditionally and
irrevocably guaranteed by Minerva S.A. The company expects to use
the proceeds to finance the recent acquisition of beef plants in
Uruguay, Paraguay and Argentina by Minerva's subsidiaries.
Slower Deleveraging Process: Fitch expects Minerva's net
debt/EBITDA ratio to be around 4.0x-4.3x in 2017, compared to 3.5x
in 2016. The recent acquisition of the beef operations in South
America from JBS will likely delay the pace of deleveraging, as
initially expected by the agency, but does not fall outside of the
metrics consistent with the current rating. As of March 31, 2017,
the company's total net debt/EBITDA remained at 3.8x and was
impacted by the appreciation of the average Brazilian currency
yoy.
Improving Revenues and EBITDA: Fitch expects slightly higher
margins over the short to medium term due to a still strong
Brazilian currency and to the positive cattle cycle in Brazil. The
proposed acquisition of JBS's Mercosul beef plants by Minerva's
subsidiaries should increase Minerva's slaughtering capacity by
52% to 26,380 heads per day, increase its revenues by 30%, and
generate additional EBITDA of USD55 million (excluding synergies)
annually. During the LTM ended March 31, 2017, Minerva's revenues
fell by 10% to BRL9.5 billion. Weak exports were the primary
driver in the decline, followed by the negative affect of the Weak
Flesh scandal in 1Q17. LTM EBITDA totalled BRL935 million while
margins dropped to 9.9%.
Neutral Free Cash Flow: Fitch expects Minerva's FCF after-interest
expense to be slightly negative in 2017. This would be an
improvement from negative BRL533 million in 2016. The turnaround
should be driven by the positive cattle cycle in Brazil coupled
with increased global beef demand. Integration risks of the newly
acquired plants are mitigated by the company's track record
integrating past acquisitions successfully. Minerva expects
synergies in commercial, sourcing and G&A expenses to result in
margin improvements up to 250 bps.
Improving Industry and Domestic Outlook: Global beef fundamentals
are expected to remain positive in the next few years for
Brazilian producers due to increased demand, limited global beef
supply, the depreciated real relative to the U.S. dollar and the
broad end-market base. As of the LTM ended March 31, 2017, Minerva
beef exports represented 67.5% of beef revenues. The domestic
market is expected to slowly rebound as purchasing power of
Brazilian consumers shows some improvement.
Product Concentration Risks: Minerva does not have broad product
diversification. The recent acquisition of assets in Mercosul will
increase the company's size and geographical diversification in
terms of slaughtering and processing capacity outside Brazil, but
will not broaden its product mix beyond beef. Positively, the
acquired plants are certified to exports. Among the significant
risks of operating solely in South America are a downturn in the
economy of a given export market, the imposition of increased
tariffs or sanitary barriers, and strikes or other events that may
affect the availability of ports and transportation. Minerva's
export revenues, including Other Division, represented 61% of
total revenues during the LTM ended March 31, 2017.
No major Acquisition Anticipated: Fitch does not foresee any major
acquisitions for Minerva over the next 12 months after the recent
purchase of JBS Mercosul beef plants in South America. Considering
a 5x-6x EV/EBITDA, Fitch expects Minerva's net leverage to range
between 4.0x-4.3x in 2017 from 3.5x in 2016.
KEY ASSUMPTIONS
-- Acquisitions of JBS Mercosul plants in Argentina, Uruguay and
Paraguay of USD300m in 2017 and no other significant acquisitions
in the near term;
-- Revenues growing by 14% in 2017 due to incremental revenue of
recent acquisition, slightly higher volume, domestic and
international prices and;
-- Lower costs in line with positive cattle cycle leading to
higher EBITDA Margins in 2017 and 2018;
-- Capex of BRL200 million in 2017 and 1.8% of revenue in the
medium term;
-- Dividends payment of BRL50-70 million (25% of net income) in
2017.
RATING SENSITIVITIES
Positive Rating Triggers: An upgrade could be triggered by
additional geographic and product diversification, continuous
positive free cash flow generation and substantial decreases in
gross and net leverage to below 4.5x and 3.0x, respectively, on a
sustained basis.
Negative Rating Triggers: A negative rating action could occur as
a result of a sharp contraction of Minerva's performance,
increased net leverage above 5x on a sustained basis as a result
of either a large debt-financed acquisition or asset purchases, or
as a result of a severe operational deterioration due to
disruptions in exports.
LIQUIDITY
Adequate Liquidity: Minerva's liquidity position is adequate,
supported by cash and cash equivalent of BRL2.9 billion as of
March 31, 2017, which is sufficient to amortize debt through 2025
and cover working capital requirements. On the same date, total
adjusted debt was BRL6.6 billion of which 18.5% was short-term
debt and 78% of total debt was denominated in foreign currency,
mainly U.S. dollars. Adjusted net leverage has increased to 3.8x
in 1Q17 from 3.5x in 4Q16 due to the lower EBITDA generation.
Minerva's cash policy is to hold enough cash to cover three months
of cattle purchase with a minimum of BRL2 billion to run business
given political uncertainties in Brazil.
Fitch currently rates Minerva:
Minerva
-- Long-Term Foreign & Local Currency IDR 'BB-'; Outlook Stable;
-- National Long-Term Rating 'A(bra)' ; Outlook Stable.
Minerva Luxembourg S.A.
-- Senior unsecured notes due 2023, 2026 and perpetual 'BB-';
==========================
C A Y M A N I S L A N D S
==========================
AUBURNDALE FINANCIAL: Commences Liquidation Proceedings
-------------------------------------------------------
The shareholders of Auburndale Financial Corp., on May 11, 2017,
passed a resolution to liquidate the company's business.
Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.
The company's liquidator is:
Auburndale Financial Corp.
Jose A. Toniolo
307 Fairbanks Road
Apt. 50, George Town
Grand Cayman
Cayman Islands
Telephone: (345) 916-2956
CLOUGH OFFSHORE: Commences Liquidation Proceedings
--------------------------------------------------
The sole shareholder of Clough Offshore Fund (QP), Ltd., on
May 19, 2017, passed a resolution to liquidate the company's
business.
Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.
The company's liquidator is:
Austin C. McClintock
Walkers
190 Elgin Avenue, George Town
Grand Cayman KY1-9001
Cayman Islands
Telephone: (345) 914 6386
COTIL INVESTMENTS: Placed Under Voluntary Wind-Up
-------------------------------------------------
The shareholders of Cotil Investments Ltd., on May 19, 2017,
passed a resolution to voluntarily wind up the company's
operations.
Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.
The company's liquidator is:
Avalon Ltd.
Reference: GL
Landmark Square, 1st Floor, 64 Earth Close
P.O. Box 715 Grand Cayman KY1-1107
Cayman Islands
Telephone: (+1) 345 769 4422
Facsimile: (+1) 345 769 9351
EUROMAX III MBS: S&P Lowers Rating on Cl. A-1 Notes to 'B'
----------------------------------------------------------
S&P Global Ratings lowered to 'B (sf)' from 'B+ (sf)' its credit
rating on EUROMAX III MBS Ltd.'s class A-1 notes. At the same
time, S&P has affirmed its 'CCC (sf)' and 'CCC- (sf)' ratings on
the class A-2 and B notes, respectively.
The rating actions follow S&P's analysis of the transaction's
recent performance and the application of its relevant criteria.
According to the latest portfolio information that S&P has
received, two assets defaulted since its previous review. These
two assets have an aggregate amount of EUR3.21 million. In the
interest waterfall, the curing of the overcollateralization ratio
ranks below the payment of interest and deferred interest on the
class A and B notes. Since S&P's previous review, interest
proceeds have not been sufficient to pay interest and deferred
interest on theclass B notes. Therefore, no interest proceeds
have been used to amortize the notes. As a result, there was a
net par loss, and credit enhancement decreased for all of the
rated notes.
Current review (mil. EUR) As of June 2016 (mil. EUR)
Performing assets 50.97 54.99
Defaulted assets 12.15 10.08
Prev. Prev.
Amount amount PC PC
Class (mil. EUR) (mil. EUR) (%) (%) Interest
A-1 29.21 31.00 42.7 43.6 6mE+0.75%
A-2 6.00 6.00 30.9 32.7 6mE+0.75%
B 11.89 11.88 7.6 11.1 6mE+1.50%
C 14.52 14.52 0.0 0.0 N/A
D 1.00 1.00 0.0 0.0 N/A
*As of June 2016.
PC--Par coverage.
6mE--Six-month EURIBOR.
N/A--Not applicable.
S&P subjected the capital structure to our cash flow analysis to
determine the break-even default rate (BDR) for each class of
notes at each rating level. The portion of performing assets that
S&P do not rate is 21%. In this case, S&P notches ratings from
other ratings agencies to infer its rating input for the purpose
of its analysis.
Following these developments, the BDR for the class A-1 notes has
decreased to a level commensurate with a 'B (sf)' rating. S&P has
therefore lowered to 'B (sf)' from 'B+ (sf)' its rating on the
class A-1 notes.
The class A-2 and B notes still benefit from a positive par
coverage, and these classes of notes can still be repaid if no
further defaults occur in the portfolio. Additionally, the amount
of interest generated by the portfolio is sufficient to cover the
cost of the liabilities. S&P has therefore affirmed its
'CCC (sf)' and 'CCC- (sf)' ratings on the class A-2 and B notes,
respectively, in line with S&P's criteria.
At closing, S&P considered the legal risks for this transaction.
No new legal or regulatory considerations have arisen for this
transaction since then. The issuer is bankruptcy remote, in line
with S&P's legal criteria.
EUROMAX III MBS is a cash flow mezzanine structured finance
collateralized debt obligation (CDO) of a portfolio that comprises
predominantly residential mortgage-backed securities (RMBS) as
well as commercial mortgage-backed securities (CMBS), and, to a
lesser extent, CDOs of corporates and CDOs of asset-backed
securities. The transaction closed in December 2002 and is
managed by CIBC World Markets Inc. Collineo Asset Management acts
as collateral advisor.
RATINGS LIST
EUROMAX III MBS Ltd.
EUR195.24 mil asset-backed floating-rate notes
Rating
Class Identifier To From
A-1 XS0158773324 B (sf) B+ (sf)
A-2 XS0158774991 CCC (sf) CCC (sf)
B XS0158775022 CCC- (sf) CCC- (sf)
GHSF LTD: Creditors' Proofs of Debt Due June 28
-----------------------------------------------
The creditors of GHSF, Ltd. are required to file their proofs of
debt by June 28, 2017, to be included in the company's dividend
distribution.
The company commenced wind-up proceedings on May 19, 2017.
The company's liquidator is:
Jane Fleming
c/o Dennis Hunter or Jane Fleming
P.O. Box 30464 Grand Cayman KY1-1202
Cayman Islands
Telephone: (345) 945-2187
Facsimile: (345) 945-2197
HADAR FUND: Creditors' Proofs of Debt Due Aug. 7
------------------------------------------------
The creditors of Hadar Fund Ltd are required to file their proofs
of debt by Aug. 7, 2017, to be included in the company's dividend
distribution.
The company's liquidator is:
Tammy Fu
c/o Kalo
38 Market Street, Suite 4208, Canella Court
Camana Bay
PO Box 776 Grand Cayman, KY1-9006
Cayman Islands
Telephone: (345) 946 0081
e-mail: twomack@kaloadvisors.com
IMPALA MAGPIE: Creditors' Proofs of Debt Due June 26
----------------------------------------------------
The creditors of Impala Magpie Limited are required to file their
proofs of debt by June 26, 2017, to be included in the company's
dividend distribution.
The company commenced liquidation proceedings on May 15, 2017.
The company's liquidator is:
Andre Slabbert
c/o Estera Trust (Cayman) Limited
75 Fort Street
P.O. Box 1350 Grand Cayman KY1-1108
Cayman Islands
Telephone: +1 (345)-640 0540
MMTALENT HOLDING: Commences Liquidation Proceedings
---------------------------------------------------
The shareholders of Mmtalent Holding, on May 14, 2017, passed a
resolution to liquidate the company's business.
Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.
The company's liquidator is:
Walkers Liquidations Limited
Cayman Corporate Centre
27 Hospital Road, George Town
Grand Cayman KY1-9008
Cayman Islands
PINE CO: Commences Liquidation Proceedings
------------------------------------------
The shareholders of Pine Co. Ltd., on May 11, 2017, passed a
resolution to liquidate the company's business.
Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.
The company's liquidator is:
Pine Co. Ltd.
Jose A. Toniolo
307 Fairbanks Road
Apt. 50, George Town
Grand Cayman Cayman Islands
Telephone: (345) 916-2956
SYNERGY INVESTMENT: Creditors' First Meeting Set for June 29
------------------------------------------------------------
The creditors of Synergy Investment International Company Limited
will hold their first meeting on June 29, 2017, at 9:00 p.m., to
be given an update regarding the conduct of the liquidation and to
elect a liquidation committee.
The company's liquidator is:
David Griffin
FTI Consulting (Cayman) Limited
Suite 3212, 53 Market Street
Camana Bay
P.O. Box 30613 Grand Cayman KY1-1203
Cayman Islands
c/o Tammea Ebanks
Telephone: +1 (345) 743 6830
WASHINGTON OC 30: Creditors' Proofs of Debt Due June 26
-------------------------------------------------------
The creditors of Washington OC 30 Ltd. are required to file their
proofs of debt by June 26, 2017, to be included in the company's
dividend distribution.
The company commenced liquidation proceedings on May 17, 2017.
The company's liquidator is:
Andre Slabbert
c/o Estera Trust (Cayman) Limited
75 Fort Street
P.O. Box 1350 Grand Cayman KY1-1108
Cayman Islands
Telephone: +1 (345) 640 0540
===================================
D O M I N I C A N R E P U B L I C
===================================
DOMINICAN REP: Agro Leaders Want Firm Stance on Trade With Haiti
----------------------------------------------------------------
Dominican Today reports that the National Agriculture Producers
Federation (Confenagro) asked the Government for a firm stance on
regulating trade relations with Haiti, whose instability in recent
years it affirms cost domestic industrial and agro producers
millions in losses.
Confenagro Director Hecmilio Galvan said the instability and
abuses that dominate Haiti-Dominican Republic trade relations hurt
both nations, especially Haitian citizens, who were forced to pay
higher prices for the same products, according to Dominican Today.
"We agrees[sic] that clear rules must be established for both
parts, because economic relations between people and between
countries require a stable and transparent regulatory framework
that allows development," it said, notes the report.
"We demand the Government to take a clear and firm stand against
the arbitrariness of the Haitian government, achieving lasting
agreements and clear rules, not unfair measures," Mr. Galvan said
when referring to Haiti's ban on 23 food and industrial products,
the report relates.
As reported in the Troubled Company Reporter-Latin America on
May 1, 2017, S&P Global Ratings affirmed its 'BB-/B' long- and
short-term sovereign credit ratings on the Dominican Republic.
The outlook remains stable. The transfer and convertibility (T&C)
assessment is unchanged at 'BB+'.
=============
J A M A I C A
=============
* JAMAICA: Role of Credit Unions to Remain Unchanged With Reform
----------------------------------------------------------------
RJR News reports that Prime Minister Andrew Holness has sought to
assure that the move to bring credit unions under the regulation
of the Bank of Jamaica will not change the nature and role of the
financial entities.
The report notes that Mr. Holness said the legislation is being
reviewed, but did not give a timeline for the completion.
"Nowadays the financial system has to be protected as people use
the financial system to commit crimes, to facilitate terrorism and
to hide corruption. So regulation of the financial system will
become universal. So I think that regulation is in everyone's
interest but of course the regulators have to ensure that in
regulating, they do not change the nature and character of this
cooperative movement," the report quoted Mr. Holness as saying.
The Prime Minister was speaking earlier at the media launch of the
Gateway Co-operative Credit Union -- an entity which was formed
from the merger of Montego Bay and Hanover Credit unions, the
report notes.
As reported in the Troubled Company Reporter-Latin America on
Feb. 9, 2017, Fitch Ratings affirmed Jamaica's Long-Term Foreign
and Local Currency Issuer Default Ratings (IDRs) at 'B' with a
Stable Outlook. The issue ratings on Jamaica's senior unsecured
Foreign and Local Currency bonds are also affirmed at 'B'. The
Outlooks on the Long-Term IDRs are Stable. The Country Ceiling is
affirmed at 'B' and the Short-Term Foreign Currency and Local
Currency IDRs at 'B'.
======================
P U E R T O R I C O
======================
BEBE STORES: Borrows $35 Million From GACP to Pay Off Landlords
---------------------------------------------------------------
bebe stores, inc., has entered into a $35 million loan agreement
with GACP Finance CO, LLC, as administrative agent, and GACP I,
L.P., as lender, to facilitate the closing of leasing arrangements
with landlords.
GACP I, L.P., and GACP Finance Co., LLC, are units of Great
American Group, LLC, a provider of asset disposition services.
Great American Capital Partners, LLC is a wholly owned subsidiary
of B. Riley Financial Inc. (NASDAQ: RILY).
The cost to terminate its store leases is estimated to be
approximately $65 million. The Company has signed an agreement to
sell its distribution center in Benicia, California, for
approximately $22 million. The Company is also actively seeking
to sell its Design Center in Los Angeles, California.
The Company entered into the $35 million Loan and Security
Agreement, with GACP I, L.P., as lender and GACP Finance Co., LLC,
a Delaware limited liability company ("GACP"), as administrative
agent for the lender, on May 31, 2017, to make payments to the
retail store landlords pending the closing of the building sales.
The Company will use the loan proceeds (a) to fund payments to
landlords of retail stores operated by the Company resulting from
the closure of such stores, (b) to fund the closing costs in
connection with the Loan Agreement, and (c) for general working
capital purposes.
The term loans under the Loan Agreement mature on May 30, 2018.
Interest payments on the term loans are due on the last day of
each month, beginning on June 30, 2017.
Interest on the term loans accrues at an annual fixed rate of 9%.
The Company may prepay all or a portion of the outstanding
principal and accrued unpaid interest under the Loan Agreement at
any time upon prior notice to the Lenders, without penalty or
prepayment fee.
The Company is required to prepay all or a portion of the
outstanding principal and accrued unpaid interest under the Loan
Agreement with: (1) 75% of the net sale proceeds from bebe studio
realty, LLC's sale of its design center in Los Angeles or its
warehouse in Benicia (whichever sale is first); (2) 100% of the
net sale proceeds from bebe studio realty, LLC's sale of its
remaining real property; (3) 100% of all proceeds of any
dispositions (other than sales of inventory and other permitted
dispositions) in excess of $250,000 per year; and (4) 100% of all
proceeds of any cash for any extraordinary receipts (i.e.,
insurance proceeds, tax refunds, condemnation proceeds, etc.) in
excess of $250,000 per year.
As security for its obligations under the Loan Agreement, the
Company granted a lien on substantially all of its assets to GACP
for the ratable benefit of the Lenders. In addition, all direct
and indirect wholly-owned subsidiaries of the Company entered into
a Guaranty (the "Guaranty"), in favor of GACP, pursuant to which
such subsidiaries guaranteed the obligations of the Company under
the Loan Agreement, and granted as security for their guaranty
obligations, a lien on certain of their assets, including, among
other things, equity interests, cash and real property
(specifically, bebe studio realty, LLC pledged all of its interest
in certain of its owned real property (a design center, a
warehouse and two condominiums) for the benefit of GACP).
The Loan Agreement also contains customary affirmative and
negative covenants for a credit facility of this size and type,
including covenants that limit or restrict the Company's ability
to, among other things, incur indebtedness, grant liens, merge or
consolidate, dispose of assets, make investments, make
acquisitions, enter into transactions with affiliates, pay
dividends or make distributions, or repurchase stock, in each case
subject to customary exceptions. In addition, the Company shall
not have less than 75% of certain cash set forth under an agreed
budget.
The Loan Agreement includes customary events of default that
include, among other things, non-payment, inaccuracy of
representations and warranties, covenant breaches, events that
result in a material adverse effect (as defined in the Loan
Agreement), cross default to material indebtedness or material
agreements, bankruptcy and insolvency, material judgments and a
change of control (as defined in the Loan Agreement). The
occurrence and continuance of an event of default could result in
the acceleration of the obligations under the Loan Agreement.
Under certain circumstances, a default interest rate of 11.00% per
annum will apply at the election of the Lenders on all outstanding
obligations during the occurrence and continuance of an event of
default under the Loan Agreement.
A copy of the Loan and Security Agreement https://is.gd/yQirHT
A copy of the Guaranty is available at https://is.gd/NZuSg0
Administrative Agent:
GACP FINANCE CO., LLC
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Attention: Legal Department, Kevin Ramos
E-mail: kramos@gacapitalpartners.com
GACP's attorneys:
DENTONS US LLP
1221 Avenue of the Americas
New York, NY10020-1089
Attention: Oscar Pinkas
E-mail: oscar.pinkas@dentons.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is
a women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February
2016. He previously served as the Company's CEO from 1976 to
February 2004 and again from January 2009 to January 2013. Mr.
Mashouf is the uncle of Hamid Mashouf, the Company's chief
information officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Shutters Stores, Fires All Retail Employees
--------------------------------------------------------
bebe stores, inc., has shuttered all its 142 brick-and-mortar
stores in the U.S., and has let go of all its retail store
employees.
According to a filing with the Securities and Exchange Commission,
as of May 27, 2017, the Company had effectively ended all retail
operations. The Company also said it has closed all of its retail
stores as of May 31, 2017, and all retail store employees have
been terminated as of such date.
As of June 5, 2017, the Company has reached agreement with
substantially all of its retail store landlords to terminate the
existing leases for its retail stores for an aggregate payment of
approximately $65.0 million.
According to reports, the closing has resulted in about 700
employees being terminated at the Company's headquarters, design
center and retail stores.
In accordance with the joint venture agreements, the Company has
transferred both the bebe.com URL and International Wholesale
agreements into its Joint Venture (JV) with Blue Star Alliance.
The JV has executed a royalty agreement with a third party for
both the URL and Wholesale Licenses.
Going forward, the Company anticipates having no retail
operations, and its sole function will be the collection of
distributions from the JV.
The Company has signed an agreement to sell its distribution
center in Benicia, California for approximately $22 million. The
Company is also actively seeking to sell its Design Center in Los
Angeles, California. The company has entered into a $35 million
loan agreement with GACP Finance CO, LLC to make payments to the
retail store landlords pending the closing of the building sales.
bebe stores is just one of a growing number of West Coast
retailers that have struggled. The BCBG Max Azria in Los Angeles,
and The Wet Seal, based in Irvine, Calif., have sought Chapter 11
bankruptcy protection this year.
The company was advised by B. Riley & co.
The Company's Chairman and CEO:
Manny Mashouf
Chairman and CEO
BEBE STORES, INC.
400 Valley Drive
Brisbane, California 94005
Attention: Manny Mashouf
The Company's President and COO:
Walter Parks
President and COO
BEBE STORES, INC.
400 Valley Drive
Brisbane, CA 94005
Phone: (415) 657-4631
E-mail: wparks@bebe.com
The Company's general counsel:
Gary Bosch
General Counsel
BEBE STORES, INC.
400 Valley Drive
Brisbane, CA 94005
Phone: (415) 657-4644
E-mail: gbosch@bebe.com
The Company's attorney:
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Attention: Tad Freese
Phone: (650) 463-3060
E-mail: tad.freese@lw.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is
a women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February
2016. He previously served as the Company's CEO from 1976 to
February 2004 and again from January 2009 to January 2013. Mr.
Mashouf is the uncle of Hamid Mashouf, the Company's chief
information officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Out-Of-Court Restructuring Assisted by B. Riley
------------------------------------------------------------
B. Riley Financial, Inc. (NASDAQ:RILY), a diversified financial
services company, announced June 8, 2017, that its operating
subsidiaries provided a number of financial services to bebe
stores, inc.
bebe stores, which had been in the process of reorganizing its
business operations, worked with the Restructuring Group of B.
Riley & Co., LLC, in an effort to explore strategic alternatives,
and Great American Group, LLC, a leading provider of asset
disposition services, to conduct store closing sales for 142 of
the Company's stores nationwide. The Restructuring Group is part
of B. Riley's full service Investment Banking business.
To complete the successful out of court restructuring, the Company
obtained a $35 million bridge loan from Great American Capital
Partners, LLC, a subsidiary of B. Riley Capital Management, which
is a wholly owned subsidiary of B. Riley Financial.
"Our relationship with bebe is illustrative of how we are uniquely
positioned to provide comprehensive services and value to our
clients," said Bryant Riley, Chairman and CEO of B. Riley
Financial. "The end result of this effort exemplifies how the
vast depth and breadth of our services, and our collective
expertise, can benefit clients throughout all stages of a
company's life cycle."
About B. Riley Financial
B. Riley Financial (NASDAQ:RILY) is a publicly traded, diversified
financial services company addressing capital raising and
financial advisory needs of public and private companies and high
net worth individuals.
B. Riley operates through several wholly-owned subsidiaries,
including B. Riley & Co., LLC, a FINRA-licensed broker dealer;
Great American Group, LLC -- http://www.greatamerican.com/--
provider of advisory and valuation services, asset disposition and
auction solutions, commercial lending, and real estate advisory
services; B. Riley Capital Management, LLC (which includes B.
Riley Asset Management -- http://www.brileyam.com/-- a SEC-
registered investment advisor providing investment products to
institutional and high net worth investors, and B. Riley Wealth
Management, a multi-family office practice and wealth management
firm focused on the needs of ultra-high net worth individuals and
families -- www.brileywealth.com -- Great American Capital
Partners, a provider of senior secured loans and second lien
secured loan facilities to middle market public and private U.S.
companies and B. Riley Principal Investments, a group that makes
proprietary investments in other businesses, such as the
acquisition of United Online, Inc. -- http://www.untd.com-- in
July 2016.
Great American Capital Partners may be reached at:
John Ahn
President
Great American Capital Partners
11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90025
Phone: 310.689.2215
E-mail: jahn@gacapitalpartners.com
For general inquiries, contact:
Robert Louzan
Managing Director
Great American Capital Partners
Phone: 203.663.5101
E-mail: rlouzan@gacapitalpartners.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is
a women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February
2016. He previously served as the Company's CEO from 1976 to
February 2004 and again from January 2009 to January 2013. Mr.
Mashouf is the uncle of Hamid Mashouf, the Company's chief
information officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: GBG to Manage bebe.com, Pay $5M for Inventory
----------------------------------------------------------
bebe stores, inc., which has shuttered all its retail stores, has
entered into a Transition Service Agreement (TSA) and Asset
Purchase Agreement (APA) with GBG USA Inc. that provides for the
sales of certain inventory and the bebe.com site management in
order to facilitate the operation of the bebe online and wholesale
businesses to GBG.
BB Brand Holdings LLC, a joint venture formed by bebe stores,
Inc., and Blue Star Alliance that owns the domains www.bebe.com,
www.2bstores.com and www.bebeoutlets.com (the "URLs"), has
executed a royalty agreement with GBG for the URLs and wholesale
licenses.
Based in New York, GBG USA, Inc. is the U.S. unit of Global Brands
Group Holding Limited (SEHK Stock Code: 787), one of the world's
leading branded apparel, footwear and fashion accessories
companies. GBG -- http://www.globalbrandsgroup.com/-- designs,
develops, markets and sells products under a diverse array of
owned and licensed brands, including Calvin Klein, Under Armour,
Juicy Couture, Frye, Joe's, Spyder, Cole Haan, Kenneth Cole, Jones
New York, and many more. GBG is a unit of China-based global
sourcing firm Li & Fung Limited.
$5M for Existing Inventory
bebe stores, inc., said in a regulatory filing that on May 30,
2017, it entered into an Asset Purchase Agreement pursuant to
which it agreed to sell and transfer to GBG USA Inc. ("GBG")
certain inventory and purchase orders related to the Company's
website and international wholesale business.
GBG has paid the Company $5.0 million as consideration for (i)
inventory produced for the Branded Website, and (ii) inventory
produced for the International Distributors, which are as follows:
Bebe.com International Total
-------- ------------- -----
Units 270,911 51,259 322,170
Cost $5,856,882 $969,321 $6,826,203
The sale includes all open purchase orders owed to bebe for the
Branded Website and the International Distributors (the "Acquired
POs"):
Bebe.com International Total
-------- ------------- -----
Retail $11,812,774 $7,459,924 $19,272,698
Units 149,627 96,037 245,664
Cost $3,645,880 $2,192,956 $5,836,836
The Asset Purchase Agreement contains customary representations,
warranties and covenants of the Company and GBG, and indemnity
obligations of each party with respect to the foregoing.
GBG shall assume all liabilities and obligations from and after
the date hereof arising out of or relating to (a) the ownership,
use or exercise of rights by GBG under the Purchased Assets and
(b) the marketing or sale by Purchaser of any products developed
or produced using the Purchased Assets (collectively, the "Assumed
Liabilities").
A copy of the APA is available at https://is.gd/rGCwjz
$3M Per Month for Transition Services
The Company agreed to provide certain transitional services in
connection with the Transferred Assets.
On May 30, 2017, the Company and GBG entered into a Transition
Services Agreement pursuant to which the Company agreed to provide
certain transitional services in connection with the Transferred
Assets through Sept. 30, 2017, with an option for a 30-day
extension. GBG agreed to pay the Company a monthly fee of
approximately $3.0 million subject to certain adjustments during
the term of the services.
The Company has agreed to use commercially reasonable efforts to
provide these services:
(i) IT services;
(ii) e-commerce services;
(iii) back office services;
(iv) fulfillment services; and
(v) reasonable access to Bebe's premises located at 10345 W
Olympic Blvd, Los Angeles, CA 90064, during regular business
hours.
GBG also agrees to pay up to an aggregate of $887,103 as retention
bonuses for Bebe's employees who provide Services, in accordance
with Bebe's retention schedule as previously disclosed to GBG.
A copy of the Transition Services Agreement https://is.gd/mhk9mL
GBG can be reached at:
GBG USA Inc.
350 Fifth Avenue, 6th Floor
New York, NY 10118
Attention: Robert K. Smits
EVP-Secretary
GBG's attorneys:
REED SMITH LLP
599 Lexington Avenue
New York, NY 10022
Attention: Sahra Dalfen, Esq.
E-mail: sdalfen@reedsmith.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is
a women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February
2016. He previously served as the Company's CEO from 1976 to
February 2004 and again from January 2009 to January 2013. Mr.
Mashouf is the uncle of Hamid Mashouf, the Company's chief
information officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Domains, International Deals Assigned to Blue Star JV
------------------------------------------------------------------
bebe stores, inc., which has shuttered its retail stores, has
transferred both the bebe.com URL and its international wholesale
agreements into its joint venture with Blue Star Alliance.
bebe stores said in a regulatory filing that on May 30, 2017, it
entered into a Consensual Termination of License Agreement, by and
among BB Brand Holdings LLC (the "JV"), bebe studio, Inc. and the
Company, pursuant to which the parties terminated the License
Agreement, dated as of June 8, 2016. Pursuant to the License
Agreement Termination, the Company transferred to the JV the Web
site domains www.bebe.com, www.2bstores.com and
www.bebeoutlets.com (the "URLs"), along with the Company's social
media accounts and the Company's agreements with certain of its
international distributors.
Notwithstanding the termination of the License Agreement, BEBE
STORES, INC. / BEBE STUDIO, INC., may, from and after May 30,
2017, continue to use the licensed marks and IP on a non-exclusive
basis to (a) operate and wind down the Branded Retail Stores until
May 31, 2017, unless extended by BB Brand Holdings in its sole and
absolute discretion (the "Retail Wind Down Period"), (b) operate
the Branded Website during the transition of the Branded Website
operations to GBG USA Inc. ("GBG") only in accordance with the
certain Transition Services Agreement.
To facilitate the transactions with GBG, on May 30, 2017, the
Company transferred to the JV the Company's designs relating to
the bebe brand and customer information collected from visitors of
the bebe retail stores and bebe-branded Web sites.
Bebe stores owns 50.0000000001% of the economic interest in the
joint venture, BB Brand Holdings LLC, while Bluestar Alliance,
LLC, owns the remainder. Joseph Gabbay is the manager of the JV.
Bluestar Alliance is a privately owned brand management company.
Going forward, the Company anticipates having no retail
operations, and its sole function will be the collection of
distributions from the JV.
A copy of the Consensual Termination of License Agreement is
available at https://is.gd/iW8IYZ
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is
a women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February
2016. He previously served as the Company's CEO from 1976 to
February 2004 and again from January 2009 to January 2013. Mr.
Mashouf is the uncle of Hamid Mashouf, the Company's chief
information officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Distribution Center Sold for $22M, Design Center Next
------------------------------------------------------------------
bebe stores, inc., the decades-old retail chain that closed all
its retail at the end of May, has sold its distribution center in
Northern California for $22 million and is seeking a buyer for its
design center in Los Angeles.
According to a regulatory filing, bebe stores on May 22, 2017,
entered into a Standard Offer, Agreement and Escrow Instructions
for Purchase of Real Estate with Tulloch Corporation --
Distribution Center Agreement -- to sell its distribution center
in Benicia California for a purchase price of approximately $21.8
million. The Company retains the right to use 72,000 square feet
of the distribution center through December 31, 2017, with the
ability to terminate this right with 30 days' written notice. The
sale is expected to close by the end of July 2017, subject to
customary closing conditions.
The Company also said it is actively seeking to sell its Design
Center in Los Angeles, California.
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is
a women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February
2016. He previously served as the Company's CEO from 1976 to
February 2004 and again from January 2009 to January 2013. Mr.
Mashouf is the uncle of Hamid Mashouf, the Company's chief
information officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
===========================
V I R G I N I S L A N D S
===========================
SEA TRUCKS: Placed Into Provisional Liquidation
-----------------------------------------------
Ejiofor Alike at This Day reports that the Eastern Caribbean
Supreme Court in the High Court of Justice British Virgin Islands
has placed Sea Trucks Group Limited into provisional liquidation,
and appointed Chad Griffin of FTI Consulting LLP and Ian Morton of
FTI Consulting (BVI) Limited as Joint Provisional Liquidators.
Sea Trucks operates in Nigeria as West African Ventures (WAV),
which is a subsidiary of the Group.
However, the appointment is only to the company, being the group
holding company, as the underlying operating/asset owning
companies or subsidiaries are not subject to insolvency
proceedings, according to This Day.
Collectively the company and the subsidiaries are referred to as
the Group, the report notes.
According to a statement by the company, the provisional
liquidation of the company has no impact on the operations of the
Group, as the management team remains in control of operations and
it is business as usual for the Group, the report notes.
Joint Provisional Liquidator of the company, Chad Griffin said the
provisional liquidation would provide stability and court
protection, to create a platform to maximize value, the report
notes.
"We will be working closely with the Group's directors and
management team to understand the affairs of the company," the
report quoted Mr. Griffin as saying.
Executive Chairman of the Group, Tom Ehret has also noted that the
appointment of Provisional Liquidators "has no impact on the
Group's operations; the management team remain at the helm and
look forward to working with our loyal customers to continue to
develop our successful trading relationships," the report notes.
"Fundamentally, the Sea Trucks Group is and remains a strong and
viable business, well positioned in its markets. We are excited
about its prospects and will continue to service clients to the
expected high standards," the report quoted Mr. Ehret as saying.
Sea Trucks Group is an international group of companies that
provides offshore installation, accommodation and marine support
services to the oil and gas industry worldwide, employing a
multinational workforce, the report relays. Sea Trucks operates
from five locations around the world offering a wide range of
services, from offshore accommodation, pipe laying, offshore
construction to SURF and marine support, the report adds.
***********
Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable. Those
sources may not, however, be complete or accurate. The Monday
Bond Pricing table is compiled on the Friday prior to publication.
Prices reported are not intended to reflect actual trades. Prices
for actual trades are probably different. Our objective is to
share information, not make markets in publicly traded securities.
Nothing in the TCR-LA constitutes an offer or solicitation to buy
or sell any security of any kind. It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.
Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication. At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
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Send announcements to conferences@bankrupt.com
***********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Latin America is a daily newsletter
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USA, Marites O. Claro, Joy A. Agravante, Rousel Elaine T.
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Magdadaro, and Peter A. Chapman, Editors.
Copyright 2017. All rights reserved. ISSN 1529-2746.
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