/raid1/www/Hosts/bankrupt/TCR_Public/130430.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, April 30, 2013, Vol. 17, No. 118
Headlines
17101 BUILDING: Case Summary & 7 Unsecured Creditors
710 LONG RIDGE: Court Okays Sills Cummis as Committee Counsel
710 LONG RIDGE: Ombudsman Hiring Medical Operations Advisor
710 LONG RIDGE: Ombudsman Can Hire Drinker Biddle as Counsel
710 LONG RIDGE: Can Hire Bancroft as Special Litigation Counsel
AES CORP: Fitch Assigns 'BB' Rating to $500MM Sr. Unsecured Notes
AES CORP: S&P Assigns 'BB-' Rating to $500MM Sr. Unsecured Notes
AJK GADSDEN: Case Summary & 6 Unsecured Creditors
ALBERTSON'S LLC: S&P Rates $750MM Term Loan Due 2019 'BB-'
ALLIED IRISH: Incurs EUR3.6 Billion Net Loss in 2012
AMBAC FINANCIAL: Strikes Deal to Bar Lemonides from Board
AMBAC FINANCIAL: Set to Ch. 11 Exit After $102MM IRS Deal Gets Nod
AMERICAN AIRLINES: Republic Says That New Planes to Arrive in July
ATP OIL: Deadline to File Bid for Deepwater Assets Today
ATP OIL: More Parties Object to Davis-Calypso Lift Stay Bid
ATP OIL: U.S. Gov't Orders Shut-in of Gomez Properties
ATP OIL: Seeks Approval of Amendment to Blackhill Employment
BAMACO INC: Case Summary & 20 Largest Unsecured Creditors
BERING EXPLORATION: Steven Plumb Appointed as Director
BIRDSALL SERVICES: Meeting to Form Creditors' Panel on May 3
CALPINE CONSTRUCTION: Moody's Rates New $1-Bil. Term Loan 'Ba3'
CAMCO FINANCIAL: Post-Effective Amendment to Form S-1 Prospectus
CASH STORE: To Release Second Quarter Results on May 8
CATALENT PHARMA: S&P Rates $275 Million Unsecured Term Loan 'B'
CELANESE US: S&P Raises Corporate Credit Rating to 'BB+'
CHARTER COMMS: Supreme Court Won't Hear Plan Confirmation Appeal
CHICHESTER CONDOMINIUM: Case Summary & Creditors List
CRISTALERIA Y ROTULOS: Case Summary & Creditors List
CLEARWIRE CORP: Incurs $461.9-Mil. First Quarter Net Loss
COMMERCIAL TRAVELERS: A.M. Best Revises Implications on 'B' FSR
CORPORACION INTERAMERICANA: Moody's Withdraws 'Ba3' CFR
D & L ENERGY: Court OKs $10,000 Payment for EnviroScience Report
D & L ENERGY: Schedules Filing Deadline Extended to May 14
D & L ENERGY: Seeks Approval to Hire Attorneys & Accountant
D & L ENERGY: Has Access to HNB Cash Collateral for 90 Days
DENNY'S CORP: To Release First Quarter Results Today
DEX ONE: Gets Green Light to Effectuate Merger, Plan Confirmed
DEX ONE: Incurs $59.3-Mil. Net Loss in 1st Quarter
DIVERSINET CORP: Incurs $989,000 Net Loss in 1st Quarter
DS HEALTHCARE: Cherry Bekaert Raises Going Concern Doubt
EASTMAN KODAK: Has Deal With UK Pension Plan; To File Plan Today
EASTMAN KODAK: Reports $283-Mil. Profit in First Quarter 2013
ENTERTAINMENT PROMOTIONS: HSP-EPI Buys Business in Chapter 7
FILENE'S BASEMENT: Vornado Sells Stake in Firm's Flagship
FLAT OUT CRAZY: Committee Hires CBIZ as Valuation Consultant
GASCO ENERGY: Provides First Quarter 2013 Operations Update
GENERAL MOTORS: U.S. Rejects Cash Pay Increases for Executives
GEOKINETICS INC: Expects to Exit Bankruptcy in Early May
GLOBAL AXCESS: Has Forbearance with Fifth Third Until May 7
GMX RESOURCES: Taps Andrews Kurth as Counsel
GMX RESOURCES: Wins OK for Epiq as Claims and Noticing Agent
GMX RESOURCES: Hires Crowe & Dunlevy as Conflicts Counsel
GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
GREAT BASIN: Hearing on Hollister Sale Scheduled for May 2
GREDE HOLDINGS: Moody's Affirms 'B1' CFR After Loan Upsize
GSW HOLDINGS: Thursday Hearing on Adequacy of Plan Outline
HELLER EHRMAN: Greenberg Accord to Hike Unsecureds Recovery to 55%
IDERA PHARMACEUTICALS: Has Waiver Agreement with Pillar
IN PLAY MEMBERSHIP: Amends List of Top Unsecured Creditors
INDUSTRIAL LIGHTNING: Case Summary & Creditors List
K-V PHARMACEUTICAL: Disclosure Statement Hearing Tomorrow
KAHN FAMILY: Section 341(a) Meeting Set on May 24
KDK REALTY: Case Summary & 8 Unsecured Creditors
KIT DIGITAL: Case Summary & 30 Largest Unsecured Creditors
LA FRONTERA: Proposed $1-Bil. Term Loan Gets Moody's 'B1' Rating
LEARNING CARE: S&P Assigns Preliminary 'B' CCR; Outlook Stable
LICHTIN/WADE: ERGS Claim Allowed for $9,885 for Voting Purposes
LINDSAY PHILLIPS: Updated Case Summary & Creditors' Lists
LIVING HOPE SOUTHWEST: Chapter 7 Trustee Loses 8th Cir. Appeal
LNR PROPERTY: Reorganization Prompts Moody's to Affirm 'Ba2' CFR
MACHNE MENACHEM: Loses Bid to Disgorge Case Trustee's Fees
MASTRO'S RESTAURANTS: S&P Puts 'B-' CCR on CreditWatch Negative
MCJUNKIN RED: S&P Raises CCR to 'BB-'; Outlook Stable
MUTUAL BENEFITS OFFSHORE: Miami Judge Rules on Ownership
NAMCO LLC: April 30 Hearing to Consider Schedules Filing Plea
NAVIGATION CAPITAL: Hit With WARN Suit Over Bankrupt Unit
NEXTAG INC: Weak Profitability Cues Moody's to Lower CFR to B2
NORTH AMERICAN FOOD: Case Summary & 19 Largest Unsec. Creditors
OVERSEAS SHIPHOLDING: DHT Sells $52MM Claim for 33 Cents on Dollar
PATRIOT COAL: Trial on Bid to Modify Union Contract Begins
PEDEVCO CORP: Files Amendment No. 2 to Annual Report for 2012
PGA FLYOVER: Wins Interim Approval to Hire Counsel
POSITRON CORP: Amends Form 10-K for 2012
PRECISION OPTICS: Amends 700,000 Common Shares Resale Prospectus
PROLOGIS INC: Fitch Currently Rates $100MM Preferred Stock 'BB+'
RADIATION THERAPY: S&P Affirms 'B' CCR & Revises Outlook to Neg.
RITE AID: Fitch Affirms 'B-' Issuer Default Rating, Outlook Stable
ROTECH HEALTHCARE: Hiring Approvals Sought
ROTECH HEALTHCARE: Seeks to Sack Equity Committee
RUBIN FAMILY: Updated Case Summary & Creditors' Lists
SANMINA CORP: Debt Reduction Prompts Moody's to Raise CFR to Ba3
SBM CERTIFICATE: Files for Chapter 11 in Maryland
SHOTWELL LANDFILL: Proposes Janvier Law Firm as Counsel
SHOTWELL LANDFILL: Ordered to File Chapter 11 Plan by July 18
SI ORGANIZATION: S&P Retains 'B+' Rating After $45MM Loan Add-On
SPRINT CAPITAL: S&P Assigns 6 'B+' Ratings on 5 Transactions
SSH HOLDINGS: S&P Gives 'B' CCR & Rates $160MM Toggle Notes 'CCC+'
STOCKTON, CA: Pensions Primacy May Be Issue for U.S. Court in July
SUPERMEDIA: Gets Plan Confirmed, Can Proceed with Dex One Merger
SURGICAL CARE: S&P Retains 'B' Corporate Credit Rating
T-BONES' PLACE: Files Bankruptcy to Avert Sheriff's Sale
THERAPEUTICSMD INC: Common Stock Listed on NYSE Under "TXMD"
TRIDENT RESOURCES: S&P Lowers Corporate Rating to 'CCC+'
TRINITY COAL: Moelis & Company Approved as Financial Advisor
TRINITY COAL: Bingham Greenebaum Approved as Bankruptcy Co-Counsel
TRINITY COAL: Curtis Mallet-Prevos Approved as Bankruptcy Counsel
VCA ANTECH: Share Repurchase Program No Impact on Moody's Ba2 CFR
VILLAGES AT CAPITAL: Case Summary & 15 Largest Unsecured Creditors
WARNER MUSIC: S&P Affirms 'B+' CCR & Rates $820MM Loan 'BB-'
WATERSTONE AT PANAMA: Has Until May 2 to File Schedules
WATERSTONE AT PANAMA: May 6 Hearing on Hiring of Special Counsel
WEST PENN ALLEGHENY: Highmark Takeover Has Conditional Approval
WESTERN GAS: S&P Raises Corp. Credit Rating From 'BB-'
WGC REAL ESTATE: Case Summary & 2 Unsecured Creditors
YARWAY CORPORATION: Meeting to Form Creditors' Panel on May 6
* Fitch: US Card Issuer Portfolio Growth to Push Provisions Higher
* Fitch Says Speculative Credit Quality Remains Strong
* Moody's Notes Strong Performance of Midstream Sector
* Moody's Says Performance of US Multifamily REITs Cooling Down
* Bankruptcy Filings Down 14% for March 2013
* Online Sales Tax Bill Faces Tough Path in House
* Deloitte: Executive Leadership Key to Successful Turnaround
* Wolters Kluwer Divests Best Case Solutions
* Large Companies With Insolvent Balance Sheets
*********
17101 BUILDING: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: 17101 Building Corporation
1000 Island Boulevard, Apartment #2407
Aventura, FL 33160
Bankruptcy Case No.: 13-19420
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
Southern District of Florida (Miami)
Judge: Robert A. Mark
Debtor's Counsel: Chad T. Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
330 N. Andrews Avenue, #450
Ft Lauderdale, FL 33301
Tel: (954) 765-3166
Fax: (954) 765-7103
E-mail: chad@cvhlawgroup.com
Scheduled Assets: $1,900,696
Scheduled Liabilities: $1,672,816
A copy of the Company's list of its seven largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/flsb13-19420.pdf
The petition was signed by Leslie Rance, president.
710 LONG RIDGE: Court Okays Sills Cummis as Committee Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of 710 Long Ridge
Road Operating Company II, LLC, and its affiliates sought and
obtained permission from the U.S. Bankruptcy Court to employ Sills
Cummis & Gross P.C. as special counsel.
710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut. The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.
710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013,
to modify their collective bargaining agreements with the New
England Health Care Employees Union, District 1199, SEIU.
The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors. Logan & Company, Inc.
is the claims and notice agent. Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.
An Official Committee of Unsecured Creditors has been appointed in
the case. Kevin P. Lombardo also has been named patient care
ombudsman for the Debtors.
710 LONG RIDGE: Ombudsman Hiring Medical Operations Advisor
-----------------------------------------------------------
Kevin P. Lombardo, the patient care ombudsman of 710 Long Ridge
Road Operating Company II, LLC, sought and obtained approval from
the U.S. Bankruptcy Court to employ Gavin/Solmonese LLC as medical
operations advisor.
710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut. The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.
710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.
The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors. Logan & Company, Inc.
is the claims and notice agent. Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.
An Official Committee of Unsecured Creditors has been appointed in
the case. Kevin P. Lombardo also has been named patient care
ombudsman for the Debtors.
710 LONG RIDGE: Ombudsman Can Hire Drinker Biddle as Counsel
------------------------------------------------------------
Kevin P. Lombardo, the patient care ombudsman of 710 Long Ridge
Road Operating Company II, LLC, sought and obtained approval from
the U.S. Bankruptcy Court to retain Drinker Biddle & Reath LLP as
counsel.
710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut. The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.
710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.
The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors. Logan & Company, Inc.
is the claims and notice agent. Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.
An Official Committee of Unsecured Creditors has been appointed in
the case. Kevin P. Lombardo also has been named patient care
ombudsman for the Debtors.
710 LONG RIDGE: Can Hire Bancroft as Special Litigation Counsel
---------------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth has authorized 710 Long Ridge
Road Operating Company II, LLC, et al., to employ Bancroft PLLC as
special litigation counsel, nunc pro tunc to the Petition Date.
The Debtors and others are parties to, among other proceedings,
litigation against the National Labor Relations Board, in which
the New England Health Care Employees Union, District 1199, New
England Health Care Employees Union, District 1199, SEIU is
appearing as amicus curiae, in the U.S. District Court for the
District of Connecticut. In that litigation, the District Court
issued an injunction pursuant to section 10(j) of the National
Labor Relations Act, 29 U.S.C. Section 160(j). The 10(j) Parties
appealed the 10(j) Injunction to the U.S. Court of Appeals for the
Second Circuit and engaged in other appellate practice related to
the issuance of the 10(j) Injunction.
The 10J Parties, which include the Debtors, are represented by K&L
Gates LLP and Bancroft in the Second Circuit Appeal. The Debtors
have requested that K&L and Bancroft continue representing them in
the Second Circuit Appeal during the pendency of the Chapter 11
cases.
The scope of Bancroft's services will include representing the
Debtors in the Second Circuit Appeal, as well as any other related
issues that might arise during the Chapter 11 cases and which the
Debtors ask Bancroft to handle.
In connection with the Second Circuit Appeal, Bancroft has not
billed the Debtors and did not receive payment from the Debtors
before the Filing Date. Accordingly, Bancroft does not hold a
claim against the Debtors for services rendered before the Filing
Date. In addition, during the pendency of the Chapter 11 cases,
Bancroft will not be billing the Debtors for or seeking payment
from the Debtors or their estates for services rendered and costs
incurred in connection with the Second Circuit Appeal or any other
matters Bancroft might be asked to handle. Payment to Bancroft
for those services will be made from non-debtor sources, according
to the Debtor's papers filed in Court.
Paul D. Clement, Esq., a partner at Bancroft, attests that his
firm is a "disinterested person" as the term is defined in Sec.
101(1) of the Bankruptcy Code.
About 710 Long Ridge Road
710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut. The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.
710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.
The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors. Logan & Company, Inc.
is the claims and notice agent. Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.
An Official Committee of Unsecured Creditors has been appointed in
the case. Kevin P. Lombardo also has been named patient care
ombudsman for the Debtors.
AES CORP: Fitch Assigns 'BB' Rating to $500MM Sr. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to The AES Corporation's
(AES, Issuer Default Rating 'BB-'/Stable Outlook) $500 million of
senior unsecured notes due May 15, 2023. These notes rank pari
passu with other senior unsecured debt of AES. Proceeds from the
debt issuance, along with cash on hand, will be used to redeem
2014 and 2015 debt maturities and reduce total recourse debt at
AES. The Rating Outlook for AES is Stable.
The Stable Outlook reflects diversity and quality of cash flow
from its regulated and long-term contracted electricity generation
businesses. The company also benefits from a sufficient liquidity
position, manageable debt maturities over next two years, and its
ability to support and manage a rising capital expenditure at its
key subsidiaries in the U.S., Chile, and Philippines. Fitch's main
credit concerns include geopolitical risks adversely affecting its
cash flow profile, structural subordination of recourse only debt,
and parent-level leverage.
Key Rating Drivers:
Deleveraging Improves Business-profile: Fitch expects AES to
continue to deleverage in absolute terms, and it is a key rating
driver for the company's IDR.
Exit From Non-Core Markets: In affirming the IDR, Fitch assumed
that the company will continue to divest its non-core businesses
and exit non-core regions. The company sold a number of non-core
projects for an expected $1 billion in proceeds, and Fitch expects
AES to continue to improve its credit and business risk profile by
exiting non-core markets and narrow its investment focus in terms
of geographical diversity.
Reduced Cash Flow: Large capital expenditures will be required in
select portfolio investments including Indianapolis Power & Light
(IPL) and internationally, in Chile and Asian subsidiaries. AES
will likely downstream equity as well as face reduced upstream
distributions through 2015. The stress on credit metrics during
construction period is manageable. AES' cash flows are
subordinated to substantial levels of project debt and other
covenants and restrictions typical in project level financing.
Sovereign Credit Risks: AES has a broad exposure to international
markets including sub-investment grade countries, exposing cash
flows to various risk factors. These risks are common in emerging
economies where state finances and the property rights are weak
and currency conversions and capital flows can be restricted. A
large portfolio of investments across many markets reduces this
exposure risk.
RATING SENSITIVITIES
Positive: An upgrade of AES is considered unlikely over the 2013-
2015 time horizons given the heavy investment cycle at several of
its key subsidiaries.
Negative: Future developments that may, individually or
collectively, lead to negative rating action include:
-- An aggressive leveraged growth strategy;
-- A sustainable material reduction in dividends received from
subsidiaries.
AES CORP: S&P Assigns 'BB-' Rating to $500MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '3' recovery rating to AES Corp.'s
$500 million senior unsecured notes due 2023. The company intends
to use the note proceeds to fund the tender offer for the 2014
notes and a portion of the 2015, 2016, and 2017 notes in addition
to other related fees and expenses. AES Corp. is a diversified
power generation and utility company.
RATINGS LIST
The AES Corp.
Corp credit rating BB-/Stable/--
New Rating
$500 mil sr unsecd notes due 2023 BB-
Recovery rating 3
AJK GADSDEN: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: AJK Gadsden, LLC
17609 Ventura Boulevard, #114
Encino, CA 91316
Bankruptcy Case No.: 13-12836
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Maureen Tighe
Debtor's Counsel: Lewis R. Landau, Esq.
HORGAN ROSEN BECKHAM & COREN, LLP
23975 Park Sorrento, Suite 200
Calabasas, CA 91302
Tel: (888) 822-4340
Fax: (888) 822-4340
E-mail: LLandau@HorganRosen.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-12836.pdf
The petition was signed by Kelvin Tolbert, manager.
Affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
AJK Investments & JAK LP 10-11640 02/15/10
ALBERTSON'S LLC: S&P Rates $750MM Term Loan Due 2019 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating and a '1' recovery rating to Albertson's LLC's proposed
amended $750 million term loan due 2019. The recovery rating
indicates S&P's expectation of very high (90% to 100%) recovery in
the event of payment default. The 'B' corporate credit rating and
S&P's 'BB-' issue-level rating and '1' recovery rating on the
company's remaining $400 million term loan due 2016 are unchanged.
The outlook is negative.
S&P expects the amendment of the loan to decrease the company's
borrowing costs, but the total debt amounts are unchanged. The
proposed amendment will also extend the maturity of $750 million
of the principal to 2019 from 2016. S&P currently rates the
existing term loan 'BB-'. While these changes provided the
company some cost savings and additional flexibility, S&P do not
believe it materially alters the company's financial risk profile.
The rating on the Boise, Idaho-based Albertson's LLC reflects
S&P's view of the company's financial risk profile as "highly
leveraged". S&P based this on forecasted credit ratios and its
expectation of meaningful profit decreases over the next year--
primarily as a result of price investments and gross margin
contraction. S&P expects adjusted debt-to-EBITDA at the of the
current fiscal year to be in the mid-6x area and adjusted EBITDA
coverage of interest just above 2x. S&P also views the company's
business risk profile as "weak", which incorporates the
historically weak sales trends at the recently acquired Albertsons
from SUPERVALU INC., operating measures that will likely be worse
than industry peers, and the intense competition in the food
retail industry.
RATINGS LIST
Albertson's LLC
Corporate Credit Rating B/Negative/--
Ratings Assigned
Albertson's LLC
$750M term loan due 2019 BB-
Recovery Rating 1
ALLIED IRISH: Incurs EUR3.6 Billion Net Loss in 2012
----------------------------------------------------
Allied Irish Banks filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a loss of
EUR3.64 billion on EUR1.10 billion of net interest income for the
year ended Dec. 31, 2012, as compared with a loss of EUR2.29
billion on EUR1.35 billion of net interest income for the year
ended Dec. 31, 2011.
The Company's balance sheet at Dec. 31, 2012, showed EUR122.51
billion in total assets, EUR111.27 billion in total liabilities
and EUR11.24 billion in total shareholders' equity.
A copy of the Form 20-F is available for free at:
http://is.gd/At1GdJ
About Allied Irish Banks
Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland. It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin. AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).
Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.
As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.
In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.
AMBAC FINANCIAL: Strikes Deal to Bar Lemonides from Board
---------------------------------------------------------
Tom Hals, writing for Reuters, reported that Ambac Financial Corp
has agreed to a deal with creditors that will bar Charles
Lemonides, who the bond insurer accused of "offensive" conduct,
from serving on the company's board after it exits bankruptcy.
According to the Reuters report, Lemonides is the chief investment
officer for asset manager ValueWorks LLC and served as a member of
Ambac's creditors' committee, which nominated him to serve as a
director of a reorganized Ambac.
Reuters said the settlement is confidential. Hugh McDonald, an
attorney at Dentons who represents Lemonides and ValueWorks,
declined to comment on why the settlement was confidential.
The parties said in a court filing the bankruptcy code gives Judge
Shelley Chapman the power to protect someone from the disclosure
of scandalous or defamatory information, Reuters added.
Reuters related that the company accused Lemonides of threatening
Chief Financial Officer David Trick in a bid to get his friend
Mario John Del Pozzo hired as Ambac's chief investment officer.
Ambac said in court documents that Lemonides pressured Trick to
hire Del Pozzo, who Ambac said is unemployed and unqualified.
Further, Ambac alleged that Lemonides emphasized that as a new
board member he would have influence over Trick's pay, according
to Reuters.
Ambac had asked Chapman to bar Lemonides from the board and direct
the creditors' committee to appoint someone else, the report said.
For Ambac: Scott Reynolds of Hogan Lovells.
For Charles Lemonides and ValueWorks LLC: Hugh McDonald of
Dentons.
About Ambac Financial
Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.
Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.
Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin. AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin. The parent company is not
regulated by the OCI.
Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.
The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.
Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors. Lazard Freres
& Co. LLC is the Committee's financial advisor.
Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012. The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.
Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS. The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).
AMBAC FINANCIAL: Set to Ch. 11 Exit After $102MM IRS Deal Gets Nod
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Ambac Financial
Group Inc. is set to exit bankruptcy within days thanks to a
judge's approval Monday of a $101.9 million settlement with the
Internal Revenue Service to end a dispute over tax liabilities
from certain contracts Ambac signed years ago.
According to the report, under the deal with the IRS, Ambac will
pay $1.9 million to the U.S. Department of the Treasury, while
$100 million will be paid by Ambac Assurance Corp. or a segregated
account of the unit.
About Ambac Financial
Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.
Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.
Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin. AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin. The parent company is not
regulated by the OCI.
Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.
The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.
Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors. Lazard Freres
& Co. LLC is the Committee's financial advisor.
Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012. The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.
Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS. The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).
AMERICAN AIRLINES: Republic Says That New Planes to Arrive in July
------------------------------------------------------------------
Republic Airways Holdings Inc. on April 29 disclosed that on
March 12, 2013, Republic Airways Holdings Inc. received bankruptcy
court approval of its capacity purchase agreement (CPA), as
amended, with American Airlines to operate 47 ERJ aircraft in
fixed-fee operations. The first aircraft is expected to be
delivered in July and is scheduled to enter service for American
on August 1, 2013. The Company anticipates taking delivery of 18
new E175 aircraft in 2013.
The disclosure was made in Republic Airways' earnings release for
the first quarter ended March 31, 2013, a copy of which is
available for free at http://is.gd/mCnf0Z
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements. AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion. The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
ATP OIL: Deadline to File Bid for Deepwater Assets Today
--------------------------------------------------------
ATP Oil & Gas Corporation filed on April 24, 2013, a notice of
rescheduled Bid Deadline, Auction Date, and Sale Hearing with
respect to the sale of its Shelf and Deepwater Assets.
The revised schedule established May 7, 2013, 9:00 a.m. (Central
Prevailing Time) as the Auction Date, and May 9, 2013, 10:00 a.m.
(Central Prevailing Time) as the Sale Hearing.
The revised schedule also established today, April 30, 2013, 12:00
p.m. (Central Prevailing Time), as the deadline for all Bids.
The DIP Agent or the DIP Lenders will submit any credit bid for
any of the Debtor's Shelf and Deepwater Assets in writing, at the
offices of Mayer Brown LLP, 700 Louisiana Street, Suite 3400, in
Houston, Texas 77002, on or before the date that is 3 days before
May 7 Auction, at 9:00 a.m.
Any party may object based on events occurring at the Auction
until 4:00 p.m. (CST) on the day prior to the Sale Hearing.
The May 9 Sale Hearing will be before the Honorable Marvin Isgur
in Courtroom 404 in the United States Courthouse, at 515 Rusk
Avenue, Houston, Texas 77002, or before any other judge who may be
sitting in his place and stead.
About ATP Oil
Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent. ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue. Trade suppliers have claims
for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A 7-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.
ATP OIL: More Parties Object to Davis-Calypso Lift Stay Bid
-----------------------------------------------------------
ATP Oil & Gas Corporation and certain of the DIP Lenders expressed
objections to the lift stay motion filed by Davis Offshore, L.P.
and Calypso Exploration, LLC f/k/a Stephens Production Company,
LLC seeking modification of the automatic stay to arbitrate a
dispute involving Pioneer, Davis, Calypso, and ATP Oil & Gas
Corporation.
The Debtor said it objects to the extent that arbitration would
encompass any other issues or claims, including, but not limited
to, the parties' prosecution or liquidation of any claims against
the Debtor's estate or any other issues, including, without
limitation, Calypso's escrow claims. The Debtor wants the Court
to limit and condition any modification of the automatic stay to
provide that the arbitration may proceed, but solely for the
limited purpose of resolving (i) the amount of the Withdrawal
Payment Obligations owing by Pioneer and (ii) to whom such amounts
are due and owing.
Meanwhile, the DIP Lenders dispute Davis and Calypso's assertion
that they are entitled to stay relief in order to litigate their
rights in a foreign arbitration proceeding.
"Considering that the arbitration proceeding was at its inception
when the Debtor's bankruptcy case was filed, it is extremely
unclear what the ultimate scope and effect of the proceeding will
be. Notwithstanding Davis and Calypso's assertions otherwise,
litigation of these issues affects or could easily affect the
Debtor and all of its creditors, including the DIP Lenders,"
relates their objection.
According to the DIP Lenders, to the extent the Court is inclined
to grant Davis and Calypso stay relief at all, the relief should
be very narrowly tailored and allow arbitration only to determine
the extent of Pioneer's withdrawal liability and to whom. Any stay
relief should specifically exclude and prohibit (1) liquidation of
any of Davis or Calypso's claims against the Debtor in the
arbitration, (2) liquidation of any of the Debtor's claims against
the Davis or Calypso in the arbitration, including rights to any
escrowed funds, (3) determination of the validity, extent or
priority of any of Davis or Calypso's alleged liens rights against
the Debtor's assets in the arbitration or (4) exercise of any
remedies related to Davis or Calypso's alleged liens, or
otherwise.
About ATP Oil
Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent. ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue. Trade suppliers have claims
for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A 7-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.
ATP OIL: U.S. Gov't Orders Shut-in of Gomez Properties
------------------------------------------------------
On April 24, 2013, the United States, through its Department of
Interior notified the Court and other interested parties that on
April 23, 2013, the Interior Dept., through its Bureau of Safety
and Environmental Enforcement (BSEE), ordered ATP Oil & Gas
Corporation to shut-in its operations on Lease OCS-G 14016
(Mississippi Canyon Block 711) (aka Gomez Properties) based on
ATP's continued noncompliance with the Bureau of Ocean Energy
Management (BOEM)'s Second Order issued December 20, 2012, and
Incident of Noncompliance (INC) issued March 14, 2013.
ATP was given until April 1, 2013, to take corrective action with
regard to the INC issued by the BOEM. ATP was also informed that
if it failed to fully comply with the Second Order by April 15,
BOEM would immediately recommend that the BSEE take appropriate
action to enforce ATP's obligations.
Since ATP has not complied with the Second Order and has failed to
correct the INC, BOEM has recommended to BSEE that it enforce
ATP's obligations taking necessary actions to shut in production
and any other leaseholding operations on Lease OCS-G 14016.
In accordance with 30 CFR 250.173(a), a Suspension of Operations
and a Suspension of Production were directed for Lease OCS-G
14016, Mississippi Canyon (MC) Block 711, beginning April 30,
2013, and lasting until it is determined that all obligations
under the Second Order have been addressed in a manner acceptable
to BOEM. If such a determination is made, the SOO and SOP will
remain in effect until BSEE notifies ATP in writing that this
directed SOO and SOP are no longer in effect. The April 30, 2013
date allows time for the safety and orderly shut-in of production
and the facility.
While under this directed SOO and SOP, the facility, MC Block 711
Platform A with complex identification number 1771, is to remain
shut-in, production is prohibited from the well completions on the
lease, and all other leasehodling operations are prohibited.
Pursuant to 30 CFR 250.176 and 30 CFR 1218.154, ATP is not
relieved of the obligation to pay rental or minimum royalty while
the directed suspensions are in effect.
About ATP Oil
Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent. ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue. Trade suppliers have claims
for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A 7-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.
ATP OIL: Seeks Approval of Amendment to Blackhill Employment
------------------------------------------------------------
ATP Oil & Gas Corporation seeks the Court's approval to amend and
supplement the employment of Blackhill Partners, LLC, to include,
among other things, the retention of John H. Homier as its general
manager, and an increase in the monthly cap that is payable to
Blackhill from $125,000 to $250,000.
According to the Debtors, the retention of a general manager is a
required condition under Amendment No. 3 to the DIP Credit
Agreement. The financing provided to the Debtor under DIP
Amendment No. 3 is necessary to finance working capital needs,
capital expenditures and general corporate purposes of the Debtor,
including financing the costs of the bankruptcy case.
The Debtor said the Official Committee of Unsecured Creditors was
consulted regarding its selection of a general manager, and it has
the support of its DIP lenders.
About ATP Oil
Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent. ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue. Trade suppliers have claims
for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A 7-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.
BAMACO INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bamaco, Inc.
6869 Hwy 100 West
Bunnell, FL 32110
Bankruptcy Case No.: 13-02576
Chapter 11 Petition Date: April 26, 2013
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Scott W. Spradley, Esq.
LAW OFFICES OF SCOTT W SPRADLEY PA
P.O. Box 1
109 South 5th Street
Flagler Beach, FL 32136
Tel: (386) 693-4935
Fax: (386) 693-4937
E-mail: scott.spradley@flaglerbeachlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $50,000,001 to $100,000,000
A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flmb13-2576.pdf
The petition was signed by Robert M. Mitchell, president.
BERING EXPLORATION: Steven Plumb Appointed as Director
------------------------------------------------------
Steven M. Plumb, age 53, was appointed to the Board of Directors
of Bering Exploration, Inc., and to serve as the Company's
President and Chief Operating Officer, on April 22, 2013. Mr.
Plumb currently serves as the Company's Chief Financial Officer
and Secretary. He will continue to serve in these capacities.
In connection with his appointment, Mr. Plumb's monthly
compensation will increase to $12,750.
About Bering Exploration
Houston-based Bering Exploration, Inc., primarily focuses its
business on the exploration, acquisition, development, production
and sale of natural gas, crude oil and natural gas liquids from
conventional reservoirs within the United States. In addition,
the Company owns 25% of Intertech Bio, which is developing
products to treat cancer, infectious diseases and other medical
conditions associated with compromised immune systems. The
Company is not actively involved in the management of Intertech
Bio.
LBB and Associates, Ltd, LLP, in Houston, Texas, issued a going
concern opinion on Bering Exploration's audited financial
statements for the fiscal year ended March 31, 2012. The
independent auditors noted that the Company's limited amounts of
revenue, recurring losses from operations and negative working
capital raise substantial doubt about the Company's ability to
continue as a going concern.
For the nine months ended Dec. 31, 2012, the Company had a net
loss of $3.0 million on $65,772 of oil and gas revenue, compared
with a net loss of $3.4 million on $49,369 of oil and gas revenue
for the nine months ended Dec. 31, 2011.
The Company's balance sheet at Dec. 31, 2012, showed $1.3 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $106,119.
BIRDSALL SERVICES: Meeting to Form Creditors' Panel on May 3
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 3, 2013, at 12:30 p.m. in
the bankruptcy cases of Birdsall Services Group, Inc. (13-16743)
and BSG Engineering, Surveying and Landscape Architecture, LLC
(13-16746). The meeting will be held at:
United States Trustee's Office
One Newark Center
1085 Raymond Blvd.
21st Floor, Room 2106
Newark, NJ 07102
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
About Birdsall Services
Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.
Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts. The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees. A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.
The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.
CALPINE CONSTRUCTION: Moody's Rates New $1-Bil. Term Loan 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the CCFC's
planned $1.055 billion Term Loan B facility due 2020. The proceeds
of the refinancing, if effected, are anticipated to be used to
redeem CCFC's outstanding 8% Senior Secured Notes due in 2016 and
related fees and expenses.
Concurrent with this rating assignment, Moody's affirmed Calpine
Corp's corporate family rating and probability of default rating
at B1 and B1-PD respectively. CCFC's Term Loan B facility is rated
one notch above Calpine's CFR due to its superior collateral
coverage relative to the consolidated entity. Calpine's SGL-2
speculative grade liquidity rating is unchanged. The rating
outlook for Calpine and CCFC is stable.
Ratings Rationale:
The Ba3 senior secured CCFC rating reflects the significant
interrelationship between Calpine and CCFC as more than 80% of
CCFC's operating revenues are derived from capacity payments from
Calpine to CCFC under tolling arrangements. These capacity
payments along with separate contractual arrangements between
subsidiaries of CCFC and two electric cooperatives provide a high
degree of steady, predictable cash flow over the life of the
financing. The rating also considers the strong collateral
coverage at CCFC as debt/KW is less than $300/KW providing
bondholders with substantial protection, particularly given the
age and efficiency of the CCFC assets. Notwithstanding these
strong standalone attributes at CCFC, Moody's believes that the
rating for CCFC senior secured debt should be closely aligned with
the CFR at Calpine.
Calpine's B1 CFR rating reflects the inherent volatility of the
merchant power sector and considerable debt leverage (5.5% CFO
pre-wc/debt for year-end 2012), tempered by the scale and
geographic diversity of its operation. Calpine also has a
significant fuel concentration risk, as its fleet of generation
assets are predominantly gas-fired. However, gas plants are faring
much better than other generation assets in current industry
downturn, which is plagued by low power prices and surplus
capacity.
Calpine is not immune from the downturn but its cash flow is
resilient compared to other merchant companies with commodity
exposure for several reasons. The primary one being that the
impact of falling power prices has a much milder impact on gas-
fired facilities because there is a corresponding fall in the
price of gas. The low gas prices also undermine the new entrant
economics of non-gas fired generation, including coal and
renewable generation. This means there will be less competition
from additional base load generation for dispatch and more
development opportunities for gas-fired developers such as
Calpine.
Calpine's scale and geographic diversity also play an important
role in its cash flow resiliency. The company operates nationally,
with 90 plants totaling 27 GW of generating capacity. The scale
and focus on gas-fired facilities allow it to keep operating
expenses low while achieving high reliability. Calpine has a major
presence in the Northeast, Texas, California and Southeast. Each
of these markets has a very different market environment and
regulatory regime, thus providing meaningful cash flow
diversification. For instance, while most of the country is
experiencing anemic demand growth and surplus capacity, Texas,
where Calpine has a major presence, is growing briskly and
experiencing shortages.
Calpine hedges some of its commodity price exposure, but it is
based on market conditions and to serve business needs. It is not
a multi-year hedging program with target hedge ratios in the
forward years. However, securing long-term contracts through tolls
and power purchase agreements (PPA) is an important part of its
business strategy and provides an important source of cash flow
stability for Calpine. As of March 26, 2013, Calpine has about 7.5
GW (27% of total capacity) under tolls or PPAs. Overall, Calpine
has 68% of its expected generation volume hedged or under fixed
price contract for the remaining of 2013, 33% for 2014 and 31% for
2015.
Calpine's short-term financial profile also appears healthy. The
company has been generating significant amount of free cash flow
and this pattern should continue in 2013. The company intends to
maintain a minimum of $1 billion liquidity and it has no major
debt maturity until 2017 except for its corporate revolver, which
is due 2015. Calpine's share buyback program, while significant,
is acceptable for the current rating, as it has not resulted in
additional strains on the company's liquidity or cash flow to debt
metrics.
Calpine's stable rating outlook reflects Moody's expectation for
continued execution of the company's strategy through strong plant
performance, which is expected to continue to result in free cash
flow generation.
In light of Moody's belief that future debt reduction will occur
at a slower pace, reduced prospects exist for the CFR to be
upgraded in the near-term. However, Calpine's CFR could be
upgraded if the company's ratio of free cash flow to debt reaches
the high single digits, its cash flow to debt exceeds 12%, and
cash coverage of interest expense is above 2.3x with all on a
sustained basis.
The rating could be downgraded if the company is not able to
execute on its current plan through strong plant performance and
completion of projects under development leading to the company's
cash flow to debt declining below 7%, and its cash coverage of
interest expense falling below 1.8x on a sustained basis.
Issuer: Calpine Corp.
Ratings Affirmed:
Corporate Family Rating, B1
Probability of Default Rating, B1-PD
Issuer: CCFC
Ratings Assigned:
$1.055 billion CCFC Senior Secured Term Loan B, assigned Ba3
LGD3, 42%
The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.
CAMCO FINANCIAL: Post-Effective Amendment to Form S-1 Prospectus
----------------------------------------------------------------
Camco Financial Corporation filed with the U.S. Securities and
Exchange Commission a post-effective amendment no.1 to the Form
S-1 registration statement. The purpose of the amendment was to
update the Registration Statement to incorporate the Company's
annual report on Form 10-K for the year ended Dec. 31, 2012, filed
on March 19, 2013. Other than the changes under that section,
there are no other changes to this Registration Statement.
The Registration Statement relates to the distribution, at no
charge to the Company's stockholders, non-transferable
subscription rights to purchase up to 5,714,286 shares of the
Company's common stock, $1.00 par value per share. In the rights
offering, investors will receive one subscription right for each
share of common stock they hold as of 5:00 p.m. Eastern Time, on
July 29, 2012, the record date of the rights offering.
A copy of the Amended Prospectus is available for free at:
http://is.gd/3Kwg2X
Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank. On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company. Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.
Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.
As discussed in Note K, Camco's wholly-owned subsidiary Advantage
Bank's Tier 1 capital does not meet the requirements set forth in
the 2012 Consent Order. As a result, the Corporation will need to
increase capital levels.
The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.
The Company's balance sheet at Dec. 31, 2012, showed
$764.2 million in total assets, $704.5 million in total
liabilities, and stockholders' equity of $59.7 million.
CASH STORE: To Release Second Quarter Results on May 8
------------------------------------------------------
The Cash Store Financial Services Inc. will hold its management
conference call and webcast with shareholders, analysts and
institutional investors to discuss its second quarter results for
the three and six months ended March 31, 2013, on Thursday,
May 9, 2013, at 11:00 a.m. EDT (9:00 a.m. MDT). The results will
be released after market close on Wednesday, May 8, 2013.
The conference call may be accessed by dialing toll-free 1-888-
231-8191 and providing the conference ID # 48787085. It will also
be broadcast live via the Internet at: http://cnw.ca/3Go68
A replay of the conference call will be available until May 16,
2013, by dialing toll-free 1-855-859-2056 and providing the
conference ID # 48787085.
About Cash Store Financial
Cash Store Financial is the only lender and broker of short-term
advances and provider of other financial services in Canada that
is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store
Financial also trades on the New York Stock Exchange (NYSE: CSFS).
Cash Store Financial operates 512 branches across Canada under the
banners "Cash Store Financial" and "Instaloans". Cash Store
Financial also operates 25 branches in the United Kingdom.
Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store". Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.
The Company's balance sheet at Dec. 31, 2012, showed C$207.69
million in total assets, C$169.93 million in total liabilities and
C$37.76 million in shareholders' equity.
* * *
As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is
negative.
"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers. S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product. S&P also believe that the registrar's
proposal could lead to similar actions in other territories.
CATALENT PHARMA: S&P Rates $275 Million Unsecured Term Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Catalent Pharma
Solutions Inc.'s proposed $275 million unsecured term loan its 'B'
issue-level rating and '5' recovery rating, indicating S&P's
expectation of modest (10%-30%) recovery in the event of payment
default. S&P's other ratings on Catalent, including the 'B+'
corporate credit rating, 'BB-' rating on the company's senior
secured credit facilities, and 'B-' rating on the company's
subordinated debt, are unchanged. The outlook is stable.
The company intends to use the proceeds from the new term loan to
refinance its existing senior unsecured debt, which carries a
higher coupon. S&P rates the existing senior unsecured debt 'B'.
The ratings on Somerset, N.J.-based outsourced pharmaceutical
manufacturer Catalent reflect the company's "highly leveraged"
(under Standard & Poor's Ratings Services criteria) financial risk
profile, characterized by adjusted leverage that S&P expects to be
sustained at over 6.0x over the next year, and a ratio of funds
from operations (FFO) to total debt in the high single-digits.
The ratings also reflect Catalent's "satisfactory" business risk
profile, which considers its leading position in the outsourced
pharmaceutical manufacturing space, business scale and diversity,
and long-term contractual arrangements, promoting business
stability. These factors are only partially offset by S&P's view
that the contract manufacturing industry is competitive and
capital-intensive.
RATINGS LIST
Catalent Pharma Solutions Inc.
Corporate credit rating B+/Stable/--
Ratings Assigned
Catalent Pharma Solutions Inc.
Senior unsecured
$275 million term loan B
Recovery rating 5
CELANESE US: S&P Raises Corporate Credit Rating to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Celanese US Holdings LLC and its subsidiary, CNA
Holdings Inc., by one notch to 'BB+'. S&P is also raising its
issue-level rating on the company's senior secured debt
obligations to 'BBB' from 'BBB-', and on their unsecured notes to
'BB+' from 'BB'. S&P is maintaining its '1' recovery rating on
the senior secured debt, indicating its expectation of a very high
(90% to 100%) recovery in the event of payment default. S&P is
also maintaining its '4' recovery rating on the senior unsecured
notes, including its expectation of average (30% to 50%) recovery
in the event of payment default.
The upgrade reflects Standard & Poor's view that Celanese's
company-specific productivity and operating efficiency initiatives
will enable it to maintain credit measures appropriate for the
'BB+' corporate credit rating, despite the shadow cast by the weak
global macroeconomic environment.
"The company's strong liquidity, highlighted by over $1 billion of
cash and short-term investments, should, if necessary, provide
sufficient flexibility for capital outlays pertaining to new
initiatives such as industrial ethanol and fuel ethanol, and could
be a potential funding source for acquisitions," said Standard &
Poor's credit analyst James Siahaan. "While we don't expect much
in the form of voluntary pre-payments of debt, we believe
management's financial policies are sound, given the surplus cash
and reasonable outlays for shareholder rewards."
The ratings on Celanese reflect S&P's assessment of the company's
business risk profile as "satisfactory" and a financial risk
profile S&P views as "significant". The company is a leading
global producer of diverse commodity and manufacturing chemicals
in a cyclical and highly competitive industry. However, the
relative stability of operating profits reflects the strength of
Celanese's competitive positions. Solid internal funds generation
enhances the company's flexibility to make bolt-on acquisitions
and capital investments to achieve growth.
CHARTER COMMS: Supreme Court Won't Hear Plan Confirmation Appeal
----------------------------------------------------------------
Reuters reports that the U.S. Supreme Court on April 29 declined
to hear an appeal to the confirmed pre-negotiated Chapter 11 plan
of Charter Communications Inc. and its affiliates. Law Debenture
Trust Co of New York and R2 Investments lodged the appeal.
On Aug. 31, 2012, the U.S. Court of Appeals for the Second Circuit
upheld lower court rulings dismissing the appeals to the confirmed
plan. The Second Circuit agreed with the lower courts that the
appeals lodged by Law Debenture Trust Company of New York, as
indenture trustee for certain notes issued by Charter CCI, and R2
Investments, LDC, a CCI shareholder, are "equitably moot".
As reported by the Troubled Company Reporter on Sept. 5, 2012,
Charter, the nation's fourth-largest cable television company and
a leading provider of cable and a broadband service, was
operationally sound but carried almost $22 billion in debt at
various levels of its corporate structure. After the September
2008 collapse of Lehman Brothers and the financial crisis that
ensued, Charter could no longer service its debt due to the
tightening credit markets, Charter's excessive leverage, and lower
valuations of companies in the cable sector. Charter began
negotiating with Paul G. Allen, a major investor whose ownership
stake gave him control of the company, and a group of junior
bondholders -- the Crossover Committee. The negotiations
culminated in a settlement that contemplated Charter's
prenegotiated reorganization in bankruptcy. Charter then filed
for Chapter 11 bankruptcy, using the Allen Settlement as the
cornerstone of its prenegotiated Plan.
Left out of the negotiations, however, were LDT, the trustee for
$479 million in aggregate principal of convertible notes issued by
CCI; R2, a CCI shareholder; and J.P. Morgan Chase N.A., the holder
of Charter's senior debt. The entities had no input into the
Allen Settlement or the prepackaged Plan.
Charter's reorganization strategy was driven by the goal of
reinstating its senior credit facility with JPMorgan -- that is,
curing any breaches in its contracts with JPMorgan so that
JPMorgan would be classified as an unimpaired creditor. Charter
wanted to avoid renegotiating its senior debt during the financial
turmoil of late 2008 and early 2009 because it believed such
renegotiation would at best lead to a higher interest rate and at
worst result in Charter being closed off to new financing
altogether. Charter thus needed to structure its reorganization
in a way that would avoid triggering a default under the credit
agreement with JPMorgan. One condition Charter had consented to
in the credit agreement was that Mr. Allen would retain 35% of the
ordinary voting power of Charter Communications Operating, LLC,
the obligor under the senior credit agreements. For the
reorganization plan to succeed, Charter thus needed to induce Mr.
Allen to retain these voting rights, even though most of his
investment in Charter would be wiped out. In addition, for
Charter to preserve roughly $2.85 billion of net operating losses,
a valuable tax attribute, it needed Mr. Allen to forgo exercising
contractual exchange rights and to maintain a 1% interest in
Charter Communications Holding Company, LLC. Because Charter's
main goals in restructuring, namely reinstating its senior debt
and obtaining tax savings though preserving net operating losses,
required Mr. Allen's cooperation, Mr. Allen alone was in a
position to provide "uniquely personal" benefits to Charter.
Following "a spirited negotiation in which sophisticated
adversaries and their expert advisors bargained with each other
aggressively and in good faith," Charter, the Crossover Committee,
and Mr. Allen agreed to the Allen Settlement. As part of the
Settlement, Mr. Allen agreed to retain a 35% voting interest in
CCO and a 1% ownership interest in Holdco, and to refrain from
exercising his contractual exchange rights. In return for these
concessions, Mr. Allen would receive $375 million, of which $180
million was classified as pure settlement consideration.
The Allen Settlement further provided for a "$1.6 billion rights
offering, a stepped-up tax basis in a significant portion of
[Charter's] assets, and the purchase of [Allen's]" preferred
shares in CC VIII, LLC, a Charter subsidiary. Mr. Allen also
successfully negotiated for a liability release (other third
parties, including the management of Charter, were released as
well). Under the reorganization Plan that resulted from the Allen
Settlement, the CCI noteholders, represented by LDT, would receive
approximately 32.7% of their claims, and R2 and other equity
holders of CCI would receive nothing.
On Nov. 17, 2009, after a 19-day hearing, the bankruptcy court
overruled all objections and confirmed the Plan as submitted by
Charter. The following week, the bankruptcy court denied R2 and
LDT's motions for an emergency stay of the confirmation order.
The district court (Sidney H. Stein, Judge, sitting in Part I)
denied a stay pending appeal to that court, and the confirmation
order and the Plan took effect on Nov. 30, 2009. Charter
immediately took actions under the Plan, including cancelling the
equity issued by the prepetition Charter, issuing shares in the
reorganized Charter, converting notes issued by the prepetition
Charter entities into new notes, and issuing warrants to Charter's
prepetition noteholders.
R2 and LDT objected to the Plan at every stage of these
proceedings. Before the district court, they raised several
overlapping challenges to the Plan's confirmation. Their
objections, viewed broadly, related to the Allen Settlement, the
bankruptcy court's valuation of Charter, and compliance with the
Bankruptcy Code's cramdown provisions for approving a plan over
the objections of creditors. Charter, Mr. Allen, and the
Committee of Unsecured Creditors argued that, whatever the merit
of R2's and LDT's legal claims, the relief they sought could not
be granted without upsetting the already-consummated Plan and that
the doctrine of equitable mootness barred the appeals.
The district court -- and now, the Second Circuit -- agreed and
dismissed the appeals as equitably moot.
The Second Circuit appeals are R2 INVESTMENTS, LDC, Appellant, v.
CHARTER COMMUNICATIONS, INC., CCH I, LLC, CCH I CAPITAL
CORPORATION, CCH II, LLC, CCH II CAPITAL CORPORATION, Debtors-
Appellees, PAUL G. ALLEN, OFFICIAL COMMITTEE OF UNSECURED
CREDITORS, Appellees; LAW DEBENTURE TRUST COMPANY OF NEW YORK,
Appellant, v. CHARTER COMMUNICATIONS, INC., CCH I, LLC, CCH I
CAPITAL CORPORATION, CCH II, LLC, CCH II CAPITAL CORPORATION,
Debtors-Appellees, PAUL G. ALLEN, OFFICIAL COMMITTEE OF UNSECURED
CREDITORS, Appellees. Docket Nos. 11-1710-bk and 11-1726-bk, (2nd
Cir.). A copy of the Second Circuit's Aug. 31, 2012 Opinion,
penned by Circuit Judge John M. Walker, Jr., is available at
http://is.gd/eyznExfrom Leagle.com.
Lawrence S. Robbins, Esq., (Mark T. Stancil, Matthew M. Madden, on
the brief), at Robbins, Russell, Englert, Orseck, Untereiner &
Sauber LLP, Washington, D.C., argue for R2 Investments, LDC.
Andrew W. Hammond, Esq., at White & Case LLP, New York, N.Y.,
argues for Law Debenture Trust Company of New York.
Jeremy A. Berman, Esq., (Robert E. Zimet, Jay M. Goffman, Sean J.
Young, on the brief), at Skadden, Arps, Slate, Meagher & Flom LLP,
New York, N.Y., represent Paul G. Allen.
About Charter Communications
Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.
Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).
The Hon. James M. Peck presides over the cases. Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, served as counsel to the
Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, served as Charter
Investment, Inc.'s bankruptcy counsel.
Charter Communications emerged from Chapter 11 under its pre-
arranged Joint Plan of Reorganization, which was confirmed by the
Court on Nov. 17, 2009. The Plan was declared effective Nov. 30,
2009.
CHICHESTER CONDOMINIUM: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Chichester Condominium Corporation
16B Trapp Road
Chichester, NH 03258
Bankruptcy Case No.: 13-11085
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
District of New Hampshire (Manchester)
Judge: Bruce A. Harwood
Debtor's Counsel: Kevin P. Chisholm, Esq.
J. MILLER & ASSOCIATES, PLLC
91 A. North State Street
Concord, NH 03301
Tel: (603) 223-6613
Fax: (603) 386-6570
E-mail: kchisholm@millerlawnh.com
Estimated Assets: $100,001 to $500,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nhb13-11085.pdf
The petition was signed by Joseph A. Austin, president.
CRISTALERIA Y ROTULOS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Cristaleria Y Rotulos Vivas, Inc.
P.O. Box 1210
Coamo, PR 00769
Bankruptcy Case No.: 13-03225
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
District of Puerto Rico (Ponce)
Judge: Edward A. Godoy
Debtor's Counsel: Modesto Bigas Mendez, Esq.
BIGAS & BIGAS
P.O. Box 7462
Ponce, PR 00732
Tel: (787) 844-1444
Fax: (787) 842-4090
E-mail: modestobigas@yahoo.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-03225.pdf
The petition was signed by Rafael Reyes Rodriguez, president.
Affiliate that filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Comercial Las Tres Rrr, Inc. 13-01740 03/06/13
CLEARWIRE CORP: Incurs $461.9-Mil. First Quarter Net Loss
---------------------------------------------------------
Clearwire Corporation filed its quarterly report on Form 10-Q,
reporting a net loss from continuing operations of $461.9 million
on $318.0 million of revenues for the three months ended March 31,
2013, compared with a net loss of $561.0 million on $322.6 million
of revenues for the three months ended March 31, 2012.
The Company's balance sheet at March 31, 2013, showed
$7.437 billion in total assets, $5.957 billion in total
liabilities, and stockholders' equity of $1.480 billion.
Going Concern Uncertainty
The Company said in the filing: "If the Merger Agreement [with
Sprint Nextel Corporation] terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail business to meet our
obligations, our business prospects, financial condition and
results of operations would likely be materially and adversely
affected, and we would be forced to consider all available
alternatives, including a financial restructuring, which could
include seeking protection under the provisions of the United
States Bankruptcy Code. These factors raise substantial doubt
about our ability to continue as a going concern."
A copy of the Form 10-Q is available at http://is.gd/oO1Jx2
Clearwire Corporation (NASDAQ: CLWR), headquartered in Bellevue,
Washington, is a leading provider of fourth generation, or 4G,
wireless broadband services.
On Dec. 17, 2012, the Company entered into an Agreement and Plan
of Merger with Sprint Nextel Corporation, as amended on April 18,
2013, pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock, not currently owned by Sprint, SOFTBANK CORP., or
their affiliates. The transactions under the Merger are subject
to a number of conditions, including approval by the Company's
stockholders and the closing of the pending merger between Sprint
and SoftBank and certain affiliates thereof.
COMMERCIAL TRAVELERS: A.M. Best Revises Implications on 'B' FSR
---------------------------------------------------------------
A.M. Best Co. has revised the under review with positive
implications to under review with developing implications for the
financial strength rating of B (Fair) and issuer credit of "bb+"
of Commercial Travelers Mutual Insurance Company (Utica, NY).
The revised implications reflect the uncertainty of the regulatory
and legislative process for demutualizing Commercial Travelers,
which would allow full ownership by National Guardian Life
Insurance Company (NGL) (Madison, WI). The revised implications
also reflect the poor operating results and low risk-adjusted
capitalization Commercial Travelers reported at year-end 2012.
To date, NGL has demonstrated support for Commercial Travelers,
including the purchase of a $5 million surplus note issued by the
company in order to bolster Commercial Travelers' weak risk-
adjusted capital position. NGL also has implemented a co-insurance
agreement for 50% of Commercial Travelers' student medical and
accident business. These actions are reflected in its year-end
2012 statutory financials. Additional cost-sharing initiatives
also are expected to allow Commercial Travelers to operate more
efficiently going forward.
A.M. Best will continue to monitor Commercial Travelers'
operations and will re-evaluate its ratings as it progresses
through the regulatory review process. The inability of NGL to
successfully demutualize Commercial Travelers, a perceived loss of
support or continued deterioration in financial results would be
viewed negatively by A.M. Best, given Commercial Travelers'
weakened financial position reported at year-end 2012.
CORPORACION INTERAMERICANA: Moody's Withdraws 'Ba3' CFR
-------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 Corporate Family
Rating and B1 issuer rating of Corporacion Interamericana para el
Financiamiento de Infraestructura (CIFI). Before the withdrawals,
all the ratings had a stable outlook.
Ratings Rationale:
Moody's has withdrawn the ratings for its own business reasons.
The last rating action on CIFI occurred on September 21, 2012,
when Moody's assigned the company a Ba3 Corporate Family Rating
and lowered the issuer rating to B1 from Ba3, reflecting the
implementation of Moody's revised global rating methodology for
finance companies titled, "Finance Company Global Rating
Methodology," published in March 2012.
CIFI is a privately-owned corporation specializing in the
financing of private infrastructure projects in Latin America and
the Caribbean. The company reported total assets of $354.7
million and shareholders' equity of $90.1 million as of December
31, 2012.
The following ratings assigned to CIFI were withdrawn:
Foreign Currency Corporate Family Rating: Ba3, stable outlook
Foreign Currency Issuer Rating: B1, stable outlook
D & L ENERGY: Court OKs $10,000 Payment for EnviroScience Report
----------------------------------------------------------------
D & L Energy and affiliate Petroflow, Inc., sought bankruptcy
court approval to assume a prepetition contract under which
EnviroScience Inc. agreed to provide the Debtors with (i) certain
environmental clean-up services, (ii) oversight of the clean-up
site, and (iii) a detailed report in connection with remedial
actions taken by the Debtors to address certain environmental
issues.
EnviroScience had not completed the report as of the bankruptcy
filing. EnviroScience agreed to deliver the report to the US
Environmental Protection Agency no later than April 22, 2013.
The Debtor would be charged penalties of at least $37,000 per day
if the report would not be submitted by the April 22 deadline.
The amount required to be paid by the Debtors to cure existing
defaults under the contract is $113,000. Because the Debtors do
not have sufficient cash to pay the full amount, the Debtors told
the Court that they would assume the contract on these terms:
(i) the Debtors would pay $10,000 for the cure amount by
April 22; and
(ii) As security for the payment of the remaining cure amount
of $103,000 and other additional sums of $24,000, the
Debtors will grant EnviroScience an enforceable lien on
all of the Debtor's property, junior to the liens of
Huntington National Bank.
The Court's order, which is effective as of April 19, 2013, did
not grant the Debtors approval to assume the contract, although it
set terms for EnviroScience to complete the report. In an agreed
order granting in part, and denying in part the Debtor's emergency
motion, the Court ruled that:
(1) EnviroScience will deliver to the Debtors a draft report
by April 22, 2013, and a final report upon receipt of
any comment by the US EPA.
(2) The Debtors will deliver $10,000 to EnviroScience in
exchange for the deliver of the draft report, which
payment will be credited toward any postpetition
services rendered by EnviroScience.
(3) To the extent the $10,000 payment is insufficient to
fully compensate EnviroScience for the postpetition
services rendered, it is permitted to file an
administrative expense claim in the Debtors' estate
for the remaining balance of the said postpetition
services.
EnviroScience is represented by:
Bruce J. L. Lowe, Esq.
William J. Stavole, Esq.
TAFT STETTINIUS & HOLLISTER LLP
200 Public Square, Suite 3500
Cleveland, OH 44114
Tel: (216) 241-2838
Fax: (216) 241-3707
E-mail: blowe@taftlaw.com
wstavole@taftlaw.com
About D&L Energy
D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania. D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio. D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.
In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner. As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.
D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the
case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel. In its petition, D&L estimated
$50 million to $100 million in assets and $1 million to
$10 million in debts.
D & L ENERGY: Schedules Filing Deadline Extended to May 14
----------------------------------------------------------
D & L Energy and affiliate Petroflow, Inc., sought and obtained a
28-day extension -- until May 14, 2013 -- of the deadline to file
their schedules of assets and liabilities and statements of
financial affairs. The extension is without prejudice to the
Debtors seeking a further extension.
About D&L Energy
D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania. D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio. D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.
In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner. As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.
D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the
case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel. In its petition, D&L estimated
$50 million to $100 million in assets and $1 million to
$10 million in debts.
D & L ENERGY: Seeks Approval to Hire Attorneys & Accountant
-----------------------------------------------------------
D & L Energy and affiliate Petroflow, Inc., seek approval from the
bankruptcy court to hire:
-- Roderick Linton Belfance, LLP as their bankruptcy counsel;
-- Michael A. Cyphert and the law firm of Walter|Haverfield
LLP as special counsel; and
-- Robert C. Thompson and the firm of Dennis Gartland &
Niergarth as accountants.
The Debtors have selected RLB as its bankruptcy counsel because of
their extensive experience and expertise in bankruptcy matters.
D&L agreed to pay RLB an initial $50,000 retainer. RLB's fees for
professional services are based upon standard hourly rates:
Category Hourly Rate
-------- -----------
Partner Attorneys $300
Associate Attorneys $190 to $275
Paralegals $135
The Debtors say DGN has extensive accounting experience with the
complex facets of the oil and gas industry. The Debtors have
agreed to pay Robert C. Thompson of DGN at the rate of $275 per
hour. The range of hourly rates for other members of DGN which
may work on Debtors' cases is $245 to $300 per hour.
W & H will represent the Debtors in matters unrelated to the
pending bankruptcies and specifically for environmental law issues
and matters stemming therefrom. The firm will, among other
things, advise and represent the Debtors with respect to general
environmental law issues that may arise with respect to Debtors'
oil and natural gas business, including but not limited to issues
involving the federal and state environmental protection agencies
and the Ohio Department of Natural Resources (the "ODNR"). The
Debtors have agreed to pay Michael Cyphert of W&H at the hourly
rate of $420 per hour.
To the best of the Debtors' knowledge, each of RLB, DGN, and W & H
does not hold any interest materially adverse to the interests of
the estates or any class of creditors or equity security holders
by reason of any relationship or connection with or interest in
this case, and is therefore "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
About D&L Energy
D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania. D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio. D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.
In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner. As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.
D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the
case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel. In its petition, D&L estimated
$50 million to $100 million in assets and $1 million to
$10 million in debts.
D & L ENERGY: Has Access to HNB Cash Collateral for 90 Days
-----------------------------------------------------------
The bankruptcy judge signed an agreed interim order authorizing
D & L Energy, Inc. and Petroflow, Inc., to use cash collateral of
secured lender The Huntington National Bank for a period of 90
days commencing from April 16 and expiring at 12:00 a.m. on
July 16, 2013, to pay items delineated in a budget.
The Court's order notes that at this time, the value of the
Debtors' assets appears to substantially exceed the Debtors'
liabilities and as such, there is a sufficient equity cushion
available to satisfy/adequately protect HNB's secured interests.
As further adequate protection of HNB's secured interest, the
Debtors' will continue to make all postpetition payments, as they
become due, to HNB with respect to the parties' March 9, 2011 term
loan, account ending in 2349, in the initial amount of $13,000.
A final hearing is slated for Tuesday, July 9, 2103 at 9:30 a.m.
About D&L Energy
D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania. D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio. D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.
In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner. As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.
D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the
case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance,
LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP,
is the environmental counsel. In its petition, D&L estimated
$50 million to $100 million in assets and $1 million to
$10 million in debts.
DENNY'S CORP: To Release First Quarter Results Today
----------------------------------------------------
It was inadvertently disclosed that Denny's Corporation's first
quarter 2013 system-wide same-store sales decreased 0.7 percent.
The Company will announce financial and operating results for its
first quarter ended March 27, 2013, on Tuesday, April 30, 2013,
after the markets close.
About Denny's Corporation
Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.
The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees. The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees. The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run. While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests. The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants. If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy. If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.
The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.
* * *
Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.
DEX ONE: Gets Green Light to Effectuate Merger, Plan Confirmed
--------------------------------------------------------------
Judge Kevin Gross approved on Monday a joint prepackaged Chapter
11 plan and disclosure statement for Dex One Corporation, et al.,
giving the Debtors the green light to consummate a merger
transaction with Supermedia Inc., et al.
In August last year, the two directory publishers announced the
execution of a stock-for-stock merger agreement designed to result
in a combined company with improved operating scale and cost
synergies. Dex One shareholders will own 60% of the combined
company, while the rest will belong to SuperMedia shareholders.
However, unable to get overwhelming consent from their secured
lenders, Dex One and SuperMedia took the Chapter 11 route to
effectuate the merger.
As previously reported by The Troubled Company Reporter on April
4, 2013, the Dex One Plan provides for a 100% recovery for
administrative claims, priority tax claims, and professional
claims; other secured and priority claims; $219 million allowed
subordinated notes claims; credit facility claims; and general
unsecured claims. Intercompany interests will be left unaltered.
Holders of DexOne shares will get common stock of the new combined
company. A copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/Dex_One_Plan_Outline.pdf
http://bankrupt.com/misc/Dex_One_Plan_Outline2.pdf
In its April 29 order, the Delaware Bankruptcy Court held that the
Dex One Plan satisfies the confirmation requirements under the
Bankruptcy Code. Among other things, Judge Gross determined that
the Plan have been proposed in good faith; constitutes a good
faith compromise of all claims and interests; provides in detail
adequate and proper means for implementation; has been accepted by
certain classes required for confirmation; and establishes that it
is feasible and not likely to be followed by liquidation.
All objections and all reservation of rights pertaining to
confirmation or approval of the disclosure statement that have not
been withdrawn, waived or settled are overruled on the merits.
A copy of the Dex One April 29 Confirmation Order is available for
free at http://is.gd/VPdJrn
About Dex One
Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search. The company
employs 2,200 people across the United States. Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T. It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.
Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc. Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.
Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel. Pachulski
Stang Ziehl & Jones LLP is co-counsel. Epiq Systems serves as
claims agent.
This is Dex One's second stint in Chapter 11. Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.
As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.
DEX ONE: Incurs $59.3-Mil. Net Loss in 1st Quarter
--------------------------------------------------
Dex One Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $59.3 million on $288.1 million of net
revenues for the three months ended March 31, 2013, compared with
net income of $57.6 million on $344.4 million of net revenues for
the three months ended March 31, 2012.
According to the regulatory filing, the change to net loss for the
three months ended March 31, 2013, from net income for the three
months ended March 31, 2012, is due to the net gain on debt
repurchases of $68.8 million recognized in the first quarter of
2012, continuing declines in print revenues and reorganization
items associated with the process of reorganizing the business
under Chapter 11, partially offset by declines in operating
expenses.
The Company's balance sheet at March 31, 2013, shoed
$2.659 billion in total assets, $ 2.677 billion in total
liabilities, and a shareholders' deficit of $17.7 million.
A copy of the Form 10-Q is available at http://is.gd/u0uLt7
About Dex One
Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search. The company
employs 2,200 people across the United States. Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T. It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.
Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc. Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.
Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel. Pachulski
Stang Ziehl & Jones LLP is co-counsel. Epiq Systems serves as
claims agent.
This is Dex One's second stint in Chapter 11. Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.
As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.
DIVERSINET CORP: Incurs $989,000 Net Loss in 1st Quarter
--------------------------------------------------------
Diversinet Corp. reported Friday its first quarter 2013 results
for the period ended March 31, 2013.
Revenues for the first quarter were US$304,000, compared to
US$282,000 in the same period a year ago.
Net loss in the first quarter was US$989,000, compared to
US$1.4 million in the same period a year ago. First quarter 2013
net loss included non-cash items of US$65,000 in stock-based
compensation, US$10,000 in depreciation, and a foreign exchange
loss of US$20,000. This compares to non-cash items in the same
year-ago quarter of US$135,000 in stock-based compensation,
US$15,000 in depreciation, and a foreign exchange loss of
US$7,000.
The Company's balance sheet at March 31, 2013, showed
US$2.8 million in total assets, US$580,655 in total liabilities,
and stockholders' equity of US$2.2 million.
A copy of the press release is available at http://is.gd/WomATJ
Toronto, Canada-based Diversinet Corp. (TSX Venture: DIV, OTC QB:
DVNTF) provides healthcare organizations and partners with ultra-
secure, patented mobile technologies and connected health
solutions.
* * *
KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Diversinet Corp.'s ability to continue as a going concern,
following its audit of the Company's consolidated financial
statements for the year ended Dec. 31, 2012. The independent
auditors noted that the Company incurred significant losses from
operations and used significant amounts of cash in operating
activities during 2012 and 2011 that raise substantial doubt about
its ability to continue as a going concern.
DS HEALTHCARE: Cherry Bekaert Raises Going Concern Doubt
--------------------------------------------------------
DS Healthcare Group, Inc., filed on April 24, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.
Cherry Bekaert LLP, in Fort Lauderdale, Florida, expressed
substantial doubt about DS Healthcare's ability to continue as a
going concern, citing the Company's recurring losses from
operations.
The Company reported a net loss of $3.6 million on $11.2 million
of net revenue in 2012, compared with a net loss of $980,892 on
$9.7 million of net revenue in 2011.
The Company's balance sheet at Dec. 31, 2012, showed $8.2 million
in total assets, $4.1 million in total liabilities, and
stockholders' equity of $4.1 million.
A copy of the Form 10-K is available at http://is.gd/ldzjIc
Pompano Beach, Fla.-based DS Healthcare Group, Inc., and its
subsidiaries develop products for skin care and personal care
needs.
EASTMAN KODAK: Has Deal With UK Pension Plan; To File Plan Today
----------------------------------------------------------------
Eastman Kodak Company on Monday announced a comprehensive
settlement agreement with the U.K. Kodak Pension Plan (KPP), its
largest creditor, with respect to its Chapter 11 Plan of
Reorganization. Under the agreement, which will be filed with the
U.S. Bankruptcy Court, Kodak's Personalized Imaging and Document
Imaging businesses will be spun off under new ownership to KPP.
The settlement agreement provides, among other things, for the
spin-off of Kodak's Personalized Imaging and Document Imaging
businesses to KPP for cash and non-cash consideration of $650
million. Certain proceeds will be used to support the emergence
of Kodak from Chapter 11 and the growth of its Commercial Imaging
business. The agreement also settles approximately $2.8 billion
of claims by KPP against Kodak and certain of its affiliates.
Kodak intends to file a draft Chapter 11 plan with the Bankruptcy
Court on April 30, and seek approval of the KPP settlement and
related transactions promptly thereafter, withdrawing the
previously filed motion for the standalone sale of the Document
Imaging business.
"In one comprehensive transaction, Kodak will realize its
previously announced intention to divest its Personalized Imaging
and Document Imaging businesses and settle its largest legacy
liability," said Antonio M. Perez, Kodak Chairman and Chief
Executive Officer. "The KPP transaction moves us past several key
hurdles in our reorganization, resolving all potential claims
worldwide, assuring continued operations outside of the United
States, placing our Personalized Imaging and Document Imaging
businesses with a new owner that recognizes their value and is
focused on their growth and success, and providing the remaining
liquidity we require to emerge from Chapter 11. We are very
pleased with the transaction, the value it creates for our
stakeholders, and the dedication and creativity of KPP that made
it possible to achieve this extraordinary result."
Steven Ross, Chairman of KPP, said, "KPP and Kodak have been
working collaboratively since the beginning of the case, and this
acquisition provides security for and delivers the greatest value
to, the KPP members. Overall, this settlement gives the KPP
members greatly improved future prospects whilst being good for
Kodak's employees, its creditors and for UK businesses.
"The businesses that we are acquiring will deliver long-term cash
flows to support the plan's obligations. The financial stability
that KPP will provide for the Personalized Imaging and Document
Imaging businesses will be beneficial to those businesses'
employees, customers and partners."
The agreement will be implemented as part of Kodak's Chapter 11
plan in the United States. At consummation of the spin-off, Kodak
and its worldwide affiliates will be released from their
obligations to KPP. The UK Pensions Regulator has been kept fully
informed of this process and the Regulator has granted clearance
in respect of the acquisition. The Regulator has decided that it
will approve the release of Kodak Limited, the KPP's sponsoring
employer, from its liabilities to the KPP and the UK Pension
Protection Fund has confirmed that it has no objection. Closing
of the transaction is subject to the approval of the U.S.
Bankruptcy Court, approval by the Regulator and the satisfaction
or waiver of other conditions precedent.
The Personalized Imaging business consists of Retail Systems
Solutions (RSS), Paper & Output Systems (P&OS), Film Capture and
Event Imaging Solutions (EIS). RSS is the worldwide leader in
retail print solutions with 105,000 KODAK Picture Kiosks globally;
P&OS supplies photographic paper and workflow products; Film
Capture sells still camera films for consumers and professionals;
and EIS provides souvenir photo products at theme parks and other
venues.
The Document Imaging business provides a leading and comprehensive
portfolio of scanners, capture software and services to enterprise
customers.
The law firm of Hogan Lovells advised the Trustees of the Kodak
Pension Plan on the settlement. The cross-border, cross-practice
Hogan Lovells team advising the Trustees was led by London
pensions partner Katie Banks, supported by associate James Davis,
with significant contributions from U.S. partner Christopher R.
Donoho III and associate Daniel Lanigan on business restructuring
and insolvency matters; partners John H. Booher and Michael J.
Silver and counsel Derek B. Meilman on M&A matters; and partner
Elizabeth M. Donley on commercial matters. Members of Hogan
Lovells' global employment, tax, IP, real estate, environmental,
and antitrust and competition teams also provided major support on
the transaction.
Katie Banks, partner in Hogan Lovells' London pensions team, said:
"This acquisition is a significant milestone in the ongoing
process of achieving value for KPP from the Eastman Kodak Company
bankruptcy process and a hugely positive step forward for KPP
members."
The Kodak Pension Plan may be reached through:
Andrew Sharkey
John Kiely
Kodak Pension Plan
Tel: +44 2073604900
E-mail: kpp@smithfieldgroup.com
About Eastman Kodak
Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.
Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras. Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.
In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies. Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.
Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors. FTI Consulting,
Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is
the investment banker. Kurtzman Carson Consultants LLC is the
claims agent.
The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.
Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.
The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.
Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.
Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013. Kodak intends to reorganize by
focusing on the commercial printing business.
EASTMAN KODAK: Reports $283-Mil. Profit in First Quarter 2013
-------------------------------------------------------------
Eastman Kodak Company on April 29 reported $283 million in
consolidated net earnings in the first quarter of 2013, compared
to a $366 million loss in the prior-year quarter. The profitable
quarter reflects improved results of the Commercial Imaging
segments and includes a $535 million gain recorded on the sale of
Kodak's digital imaging patent portfolio, partially offset by a
$77 million non-cash goodwill impairment charge related to the
patent sale.
Both of the company's Commercial Imaging segments recorded
significant improvements in segment earnings. The Digital
Printing and Enterprise (DPE) segment reported a segment loss of
$8 million for the quarter, an improvement of $81 million from the
$89 million segment loss in the prior year quarter. The
improvement was driven primarily by the previously announced
strategic decision to focus the consumer inkjet business on ink
sales, as well as improved operating costs. The DPE segment had a
21 percentage point increase in gross profit margin in the
quarter.
The Graphics, Entertainment and Commercial Films (GECF) segment
reported $38 million in segment earnings for the quarter, compared
to a segment loss of $84 million in the prior year, an improvement
of $122 million. The current quarter earnings reflected $31
million in non-recurring brand licensing revenue, which combined
with the $61 million reduction in revenue from intellectual
property in the prior year resulting from a withholding tax
refund, contributed $92 million of the year-over-year improvement.
The remaining improvement was driven by pricing actions and
operating cost reductions. The GECF segment had a 24 percentage
point increase in gross profit margin in the quarter versus the
prior year.
"These results demonstrate that we are on track with our strategy
to focus on Commercial Imaging, and that we are making operational
improvements as Kodak takes the right steps to emerge as a
profitable and sustainable company," said Antonio M. Perez,
Chairman and Chief Executive Officer. "We have the right strategy
and the right technology and products to extend our leadership in
the industry."
Kodak's cash balance at the end of the first quarter stood at
$1.17 billion, an increase from the $1.14 billion reported at the
end of 2012.
Sales from continuing operations totaled $849 million in the
quarter, a 9% decrease from the $928 million in the previous
year's quarter.
"Our path to emergence is now clear, and the plan of
reorganization we expect to file with the court tomorrow provides
a roadmap for the new Kodak," Mr. Perez said. "As we continue to
drive improvements in our business to complete our transformation,
I am more confident than ever that we will succeed, with the
continuing support of our customers and the dedication of our team
to serving customers' needs."
About Eastman Kodak
Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.
Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras. Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.
In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies. Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.
Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors. FTI Consulting,
Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is
the investment banker. Kurtzman Carson Consultants LLC is the
claims agent.
The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.
Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.
The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.
Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.
Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013. Kodak intends to reorganize by
focusing on the commercial printing business.
ENTERTAINMENT PROMOTIONS: HSP-EPI Buys Business in Chapter 7
------------------------------------------------------------
Entertainment(R) has been acquired by HSP-EPI Acquisitions, LLC, a
group led by Lowell Potiker, son of company founders Hughes and
Sheila Potiker.
The acquisition by HSP-EPI Acquisitions, LLC, took place after
Entertainment filed a chapter 7 bankruptcy petition on March 12,
2013, but then resumed operations on March 27, 2013, due to
interest from investors like Potiker. On April 23, 2013, the
transition of Entertainment to HSP-EPI Acquisitions, LLC was
completed.
"This acquisition was of great importance to me and my family not
just because it continues the legacy of the company's founders, my
parents, but that the Entertainment product is as valuable and
relevant today as it was in 1962," says Lowell Potiker, who
indicated that his sister and brother, Jori Potiker and Brian
Potiker, have also invested in the Entertainment acquisition.
"Entertainment is used by millions of consumers every year, tens
of thousands of fundraisers rely on it to meet their goals and
nearly 70,000 merchants depend on it to grow their business. This
win-win-win strategy combined with the significant capital from
its new investors, positions Entertainment to continue to deliver
value throughout 2013 and beyond," says Mr. Potiker.
The company has re-hired many employees and is looking to
reinstate the majority of its workforce over the next few weeks.
The team will release the 2014 Entertainment Books this year on
schedule. Current products in the market, such as the 2013
Entertainment Book Membership or other savings membership
programs, are still valid through the expiration date printed or
displayed on them. This includes the ability for consumers to
purchase books on Entertainment.com as well as print coupons from
the online website. Additionally, the company's merchant
redemption guarantee remains in effect.
"The chapter 7 filing was a difficult time for our employees,
business partners and consumers," says Mr. Potiker. "It is
unfortunate that despite delivering products to millions of
consumers each year, the bankruptcy filing occurred not due to any
issue related to company sales, but due to shareholder financing
at the ownership level. Thankfully, with the help of the
bankruptcy court, we were able to move quickly to resume
operations. Now with the acquisition complete, we can not only
continue on with our business, but move aggressively with our
growth plans to support both our core business and ongoing
expansion into the digital space."
About Entertainment
Entertainment(R) -- http://www.Entertainment.com-- provides
consumer discount, promotion and coupon products throughout the
U.S., Canada, Australia and New Zealand.
FILENE'S BASEMENT: Vornado Sells Stake in Firm's Flagship
---------------------------------------------------------
A.D. Pruitt at Dow Jones' DBR Small Cap reports Vornado Realty
Trust, one of the nation's largest commercial landlords, sold its
50% stake in a site located in Boston's Downtown Crossing district
to a unit of Millennium Partners, people familiar with the matter
said Thursday.
About Filene's Basement
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy
Solutions serves as claims and notice agent. The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.
The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.
Judge Kevin J. Carey presides over the case. Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.
Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales. The sale may continue until Jan. 31,
2012.
Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts. The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.
The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.
Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.
Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.
FLAT OUT CRAZY: Committee Hires CBIZ as Valuation Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Flat Out Crazy,
LLC, filed papers asking the U.S. Bankruptcy Court for permission
to employ CBIZ Valuation Group LLC as the panel's valuation
consultant.
The firm's rates are:
Professional Rates
------------ -----
Managing Directors $365 to $410 per hour
Directors $315 per hour
Managers $250 to $300 per hour
Consultants $105 to $225 per hour
CBIZ Valuation Group attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
About Flat Out Crazy
Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago. Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept. Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food. The Debtors have 1,200 employees.
Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013. The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.
The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.
An official committee of unsecured creditors has been appointed in
the Debtors' cases. The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.
GASCO ENERGY: Provides First Quarter 2013 Operations Update
-----------------------------------------------------------
Gasco Energy, Inc., provided an interim operations update on its
Riverbend Project in Utah's Uinta Basin and on its California
projects in the San Joaquin Basin.
Riverbend Project Operations Update
During Q1-12, Gasco conveyed a 50% interest in certain of its
Uinta Basin properties to its joint venture partner concurrent
with the March 22, 2012, closing of the joint venture. Q1-13 is
the fourth full reporting period in which Gasco's Uinta Basin net
production reflects this conveyance. Due to the 50% interest
conveyance, operational and financial results for the three-month
period ended March 31, 2013, are not similarly comparable to the
same period ended March 31, 2012. The Uinta Basin accounts for
100% of Gasco's production.
Quarterly Production
Estimated cumulative net production for the quarter ended
March 31, 2013, was 506 million cubic feet equivalent (MMcfe). By
commodity for Q1-13, Gasco reported net crude oil volumes of 5,563
barrels and net natural gas volumes of 473 MMcf. Crude oil
volumes for Q1-13 represent an 11% decrease, as compared to Q4-12
crude oil volumes. This decline is primarily attributed to frigid
temperatures in the field and the natural decline of oil well
workovers and recompletions performed early in the fourth quarter
of 2012.
Horizontal Green River Oil Producer
During the first quarter 2013, Gasco participated in an outside-
operated horizontal well (7.14% working interest / 6.07% net
revenue interest) that successfully tested productive potential of
the oil-prone basal Uteland Butte member of the Green River
Formation in the Uinta Basin. The well reached total depth in 21
days with a 4,300 foot lateral length (9,772 feet total measured
depth). The well, which is producing nearly 100% oil, had an
initial 24-hour gross production rate of 221 barrels of oil
equivalent per day (BOE/d) (13.4 BOE/d net) and has gross
cumulative production of 4,011 BOE (243 BOE net) in the 21 days
that it has been online (191 BOE/d gross average). It is still
too early in the life of the well to estimate ultimate recovery.
Given the initial success of this Green River test well, Gasco
believes it has approximately 70 gross potential horizontal
locations or about 150 gross vertical basal Uteland Butte member
oil well locations in its Riverbend Project leasehold. Horizontal
location estimates are based upon 160-acre spacing in which Gasco
has the full 160-acre position. The vertical location estimate
includes acreage in which Gasco does not have the full 160-acre
position.
California Projects Update
Antelope Valley Trend
Gasco's partner in the Antelope Valley Trend is currently
permitting three locations. Gasco will be carried for a 20%
working interest in the first earning well. Based on current
permit processing, it is anticipated that the well is still on
schedule to be spud by July 1, 2013.
Management Comment
King Grant, Gasco's president and CEO commented: "We are pleased
to report the initial success of the outside-operated Green River
oil well. We also believe that this may add a meaningful
inventory of drillable locations in this part of our land package.
Based upon well control in the area, the initial production rates
from the well exceeded our expectations for a horizontal Green
River producer. Drilling and completion times are relatively
short and the wells costs are manageable. The AFE (authorization
for expenditure) for the initial well was approximately $2.5
million, or roughly $178,000 net to Gasco."
A complete copy of the press release is available at:
http://is.gd/i9kFnU
About Gasco Energy
Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin. Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases. Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.
KPMG LLP, in Denver, Colorado, expressed substantial doubt about
Gasco Energy's ability to continue as a going concern following
the Company's annual report for the year ended Dec. 31, 2012. The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations.
The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011. The Company's balance sheet at
Dec. 31, 2012, showed $53.9 million in total assets, $36.2 million
in total liabilities, and stockholders' equity of $17.7 million.
Bankruptcy Warning
According to the 2012 Annual Report, to continue as a going
concern, the Company must generate sufficient operating cash
flows, secure additional capital or otherwise pursue a strategic
restructuring, refinancing or other transaction to provide it with
additional liquidity. "The Company has engaged a financial
advisor to assist it in evaluating such potential strategic
alternatives. It is possible these strategic alternatives will
require the Company to make a pre-package, pre-arranged or other
type of filing for protection under Chapter 11 of the U.S.
Bankruptcy Code."
GENERAL MOTORS: U.S. Rejects Cash Pay Increases for Executives
--------------------------------------------------------------
Jeffrey Sparhott, writing for The Wall Street Journal, reported
that the U.S. blocked 2013 cash pay increases for top executives
at General Motors Co. but allowed several raises to stock-based
compensation.
According to the WSJ report, the U.S. Treasury Department gained
power in 2009 to approve executive compensation at firms that
received exceptional federal assistance, following public outrage
at bonuses paid at American International Group Inc. AIG +1.08%
after the financial crisis bailouts.
WSJ said AIG has repaid its bailout, leaving GM and Ally Financial
Inc., formerly known as GMAC Inc., as the last big firms still
under the government's crisis-era bailout programs.
Treasury on Friday notified GM and Ally that it would continue to
apply the same restrictions as in past years to compensation
packages for top executives at the companies, the WSJ report
related. This is the second consecutive year that the Treasury has
rejected salary increases requested by GM.
The head of executive compensation under the government's Troubled
Asset Relief Program, Patricia Geoghegan, told the auto maker that
"other than in exceptional cases for good cause shown, a covered
employee's cash salary should not exceed $500,000," the report
added.
Twelve executives, out of 24 under review, make below that figure,
WSJ noted.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries. GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling. GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy. GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity. The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.
General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31, 2011.
GEOKINETICS INC: Expects to Exit Bankruptcy in Early May
--------------------------------------------------------
Geokinetics Inc. on April 29 disclosed that the U.S. Bankruptcy
Court for the District of Delaware confirmed the second modified
joint plan of reorganization of the Company and its domestic
subsidiaries under chapter 11 of the Bankruptcy Code. The Company
expects to emerge from chapter 11 in early May, 2013 after the
conditions to effectiveness of the Plan are satisfied.
The Plan, which was overwhelmingly approved by the Company's
stakeholders in connection with its pre-packaged solicitation of
votes for the Plan, provides for the payment in full of the
Company's $50 million secured credit facility, the conversion of
the $300 million (plus accrued and unpaid interest) of the
Company's senior secured notes into newly issued common equity of
the reorganized Company and the payment of allowed general
unsecured claims in full either at the conclusion of the chapter
11 case or in the ordinary course of business. The outstanding
borrowings under the Company's debtor-in-possession credit
facility will be repaid with shares of New Common Stock at a
discount to Plan value, as provided in the Plan.
In connection with its emergence from chapter 11, the Company has
received a commitment from Wells Fargo Bank, National Association
for a $75 million senior secured asset-based revolving credit
facility. Borrowings under the credit facility will be subject to
satisfaction of customary conditions precedent and a borrowing
base limitation based on the percentage values of eligible
accounts, equipment and the Company's multi-client data library
(subject in certain instances to dollar caps). The proceeds of
the borrowings will initially be used to make certain of the
distributions as provided in the Plan and may be used for working
capital and other corporate purposes, including capital
expenditures. The terms of the credit facility are still being
negotiated. The execution and delivery of definitive documents is
a condition precedent to the effectiveness of the Plan.
David J. Crowley, the President and Chief Executive Officer of the
Company, said, "The confirmation of our plan of reorganization
represents the last major milestone prior to completing our
restructuring. We are extremely proud of what we have
accomplished in partnership with our stakeholders. I would like
to thank our customers and vendors for their support throughout
this process as well as our employees for their ongoing commitment
to Geokinetics."
The Company's Claims Agent maintains a Web site containing
Bankruptcy Court documents and other updates at
http://www.gokrestructuring.com
Akin Gump Strauss Hauer & Feld LLP is serving as the Company's
legal advisor, and Rothschild Inc. is serving as the Company's
financial advisor.
About Geokinetics Inc.
Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.
Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.
Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.
Geokinetics Inc. incurred a net loss applicable to common
stockholders of $93.06 million in 2012, a net loss applicable to
common stockholders of $231.25 million in 2011 and a net loss
applicable to common stockholders of $147.53 million in 2010.
The Company's balance sheet at Dec. 31, 2012, showed $392.89
million in total assets, $593.53 million in total liabilities,
$93.31 million in preferred stock, Series B-1 Senior Convertible,
and a $293.94 million total stockholders' deficit.
UHY LLP, in Houston, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012. "[T]he Company and certain of its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Code. Uncertainties inherent in the bankruptcy process
raise substantial doubt about the Company's ability to continue as
a going concern."
GLOBAL AXCESS: Has Forbearance with Fifth Third Until May 7
-----------------------------------------------------------
Global Axcess Corp. and certain of its affiliates entered into a
Second Forbearance Agreement and Amendment relating to several
existing credit facilities with Fifth Third Bank. The Forbearance
Agreement relates to facilities entered into in connection with:
1. That certain Loan and Security Agreement, as amended and
corresponding $5 million term note and $2 million
inventory draw note that were entered into and issued by the
Company to Fifth Third on June 18, 2010, and several draw
loans that were extended to the Company in 2011 pursuant
thereto.
2. That certain 2011-A Loan and Security Agreement, as amended,
dated as of Sept. 28, 2011 (providing a $960,000 draw loan
facility) and related draw loans that were extended to the
Company in 2011 pursuant thereto.
3. That certain 2011-B Loan and Security Agreement, as amended,
dated as of Nov. 23, 2011 (providing a $1 million draw
loan facility) and related draw loans that were extended to
the Company in 2011 pursuant thereto.
4. That certain 2011-C Loan and Security Agreement, as
amended, dated as of Dec. 29, 2011 (providing a $3
million draw loan facility) and related draw loans that
were extended to the Company in 2011 pursuant thereto.
5. That certain Master Equipment Lease Agreement, dated
June 18, 2010, and certain related specified loans on
various equipments schedules extended to the Company
thereunder in 2011 and 2012.
The Forbearance Agreement operates as a forbearance by Fifth Third
of its rights against the Company with respect to several existing
defaults by the Company under the Loan Agreements and the Lease
Agreements. Specifically, Fifth Third agreed not to exercise
certain rights in respect to the existing defaults for a period
commencing on the date of the Forbearance Agreement and ending on
the date which is the earliest of (i) May 7, 2013, (ii) at Fifth
Third's election, the occurrence or existence of any event of
default, other than the existing defaults, or (iii) the occurrence
of any Termination Event.
The Forbearance Agreement also operates as an omnibus amendment to
certain terms contained in the Loan Agreements, in exchange for
certain agreements and representations made by the Company.
Under the Forbearance Agreement, Fifth Third agrees to make
certain loans available to the Company up to an aggregate
principal amount of $1.5 million under the terms of an amended and
restated revolving note between the parties, dated Jan. 15, 2013.
Interest on these revolving loans will accrue at an annual rate of
LIBOR + 12.0 percent. Proceeds under the revolving loans may only
be used as specified in the Company's approved budget and the
Company was required to pay a $150,000 "Second Forbearance Fee"
associated with the loan, which fee was due and payable, in cash,
upon the effectiveness of the Forbearance Agreement.
A copy of the Forbearance Agreement is available at:
http://is.gd/xEIp5k
Jacksonville, Fla.-based Global Axcess Corp,, through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.
The Company's balance sheet at Sept. 30, 2012, showed
$27.1 million in total assets, $18.7 million in total liabilities,
and stockholders' equity of $8.4 million.
"Our recurring losses from operations, recent developments related
to our credit facilities and our inability to generate sufficient
cash flow to meet our obligations and sustain our operations raise
substantial doubt about our ability to continue as a going
concern. Our future is dependent on our ability to execute our
business and liquidity plans successfully or otherwise address
these matters. If we fail to do so for any reason, we would not
be able to continue as a going concern and could potentially be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," according to the Company's Form 10-Q for the period ended
Sept. 30, 2012.
GMX RESOURCES: Taps Andrews Kurth as Counsel
--------------------------------------------
GMX Resources Inc. and its affiliates sought Court approval to
employ Andrews Kurth LLP as counsel, nunc pro tunc to April 1,
2013.
David A. Zdunkewicz, Timothy A. Davidson, John Sparacino, and
Joseph Rovira will be primarily responsible for AK's
representation of the Debtors.
AK will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates and will
seek reimbursement of actual, reasonable and necessary out-of-
pocket disbursements. AK's current hourly rates are:
Rate
----
Partners $475 to $1,090
Associates $275 to $590
Paraprofessionals $185 to $355
Within the year prior to the Petition Date, AK received $860,000
in connection with bankruptcy related services and counseling. AK
has received and holds a retainer for services to be performed and
reimbursement of related expenses in the prosecution of these
chapter 11 cases of $212,000.
To the best of the Debtors' knowledge, none of AK's respective
attorneys hold or represent any interest adverse to the Debtors or
their estates or creditors, and AK is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code.
The Court granted interim approval of the application. If no
objections are filed within 21 working days after April 3, the
order will become a final order.
About GMX Resources
GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City. GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico.
The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.
GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes. As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):
Outstanding
Principal
---------
Senior Secured Notes due December 2017 $324,340,000
Senior Secured Second-Priority Notes due 2018 $51,500,000
Convertible Senior Notes due May 2015 $48,296,000
Senior Notes due February 2019 $1,970,000
Joint Venture Financing $1,261,000
------------
Total $427,367,000
The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.
GMX RESOURCES: Wins OK for Epiq as Claims and Noticing Agent
------------------------------------------------------------
GMX Resources Inc. and its affiliates sought and obtained Court
approval to employ Epiq Bankruptcy Solutions, LLC, as official
claims, noticing and balloting agent to, among other things: (i)
perform certain noticing functions, (ii) assist the Debtors in
analyzing and reconciling proofs of claim filed against the
Debtors' estates, (iii) assist the Debtors in balloting in
connection with any proposed chapter 11 plan, and (iv) perform
such other services requested by the Debtors.
As claims agent, Epiq will charge the Debtors at these rates:
Position Hourly Rate
-------- -----------
Clerical $30 to $45
Case Manager $60 to $95
IT/ Programming $70 to $135
Senior Case Manager / Consultant $100 to $140
Senior Consultant $160 to $195
For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing. For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived. For online claim filing
services, Epiq will charge $600 per 100 claims filed. For online
claim filing, the firm will charge $300 per 100 claims filed.
Epiq's call center operator will charge $75 per hour with the
first $5,000 of charges waived and its communication counselor
will charge $250 per hour.
For its solicitation and balloting services, Epiq's executive vice
president will charge $290 per hour, its vice president, director
of solicitation will charge $250 per hour, and other associates
will charge at standard hourly rates and noticing fees.
About GMX Resources
GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City. GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico.
The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.
GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes. As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):
Outstanding
Principal
---------
Senior Secured Notes due December 2017 $324,340,000
Senior Secured Second-Priority Notes due 2018 $51,500,000
Convertible Senior Notes due May 2015 $48,296,000
Senior Notes due February 2019 $1,970,000
Joint Venture Financing $1,261,000
------------
Total $427,367,000
The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.
GMX RESOURCES: Hires Crowe & Dunlevy as Conflicts Counsel
---------------------------------------------------------
The Bankruptcy Court granted interim approval to the request of
GMX Resources Inc. and its affiliates to employ Crowe & Dunlevy as
local, conflicts and litigation counsel, nunc pro tunc to April 1,
2013. If no objections are filed within 21 working days after
April 3, the order will become final.
The Debtors require conflicts counsel to the extent Andrews Kurth
has a conflict or needs specific assistance. To the extent
necessary, the Debtors request Crowe & Dunlevy to continue as
litigation counsel in litigation matters that were brought by or
against the Debtors prepetition.
William H. Hoch, Regan S. Beatty, and Christopher M. Staine will
be primarily responsible for Crowe & Dunlevy's representation of
the Debtors. Crowe & Dunlevy maintains offices in Oklahoma City
and Tulsa.
The firm will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates and will
seek reimbursement of actual, reasonable and necessary out-of-
pocket disbursements.
The firm's current hourly rates are:
Rate
----
Partners $300 to $375
Associates $200 to $300
Paraprofessionals $150 to $200
Prior to the Petition Date, Crowe received $48,817 in fees and
$150 in expenses in assisting the Debtors as special local and
conflicts counsel. Crowe has received and holds a prepetition
retainer for services to be performed and reimbursement of related
expenses in the prosecution of the chapter 11 cases of $31,497.
To the best of the Debtors' knowledge, Crowe & Dunlevy does not
hold or represent any interest adverse to Debtors or their
estates, and that the firm is a "disinterested person" as defined
in 11 U.S.C. Sec. 101(14).
About GMX Resources
GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City. GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico.
The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets and $467.64 million in total liabilities.
GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes. As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):
Outstanding
Principal
---------
Senior Secured Notes due December 2017 $324,340,000
Senior Secured Second-Priority Notes due 2018 $51,500,000
Convertible Senior Notes due May 2015 $48,296,000
Senior Notes due February 2019 $1,970,000
Joint Venture Financing $1,261,000
------------
Total $427,367,000
The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.
GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Golf Club of Kansas LLC
18145 West 87 Street Parkway
Lenexa, KS 66219
Bankruptcy Case No.: 13-21032
Chapter 11 Petition Date: April 26, 2013
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Debtor's Counsel: Erlene W. Krigel, Esq.
KRIGEL & KRIGEL
4550 Belleview
Kansas City, MO 64111
Tel: (816) 756-5800
E-mail: ekrigel@krigelandkrigel.com
Scheduled Assets: $4,868,200
Scheduled Liabilities: $10,182,593
A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ksb13-21032.pdf
The petition was signed by Stephen Spinelli, managing member.
GREAT BASIN: Hearing on Hollister Sale Scheduled for May 2
----------------------------------------------------------
Great Basin Gold Limited on April 29 disclosed that its Hollister
trial mining assets, mineral claims and ore processing operations
in Nevada have been tentatively disposed of in an auction
conducted pursuant to US Chapter 11 proceedings. The proceeds of
Hollister sale were US$15 million plus a 15% net profits royalty
payable to the bankrupt US subsidiaries' estate to a maximum of
$90 million over an up to nine year period. The tentative terms
of sale of Hollister remain subject to negotiation of definitive
closing documentation and the approval of the US Bankruptcy Court
which will hear the matter May 2, 2013. Completion of the sale
has been tentatively set for not later than May 17, subject to
Bankruptcy Court approval, receipt of various permits and other
customary closing conditions. Pursuant to the bid procedures that
authorized the auction, the bidder that finished second in the
process is bound to keep its back-up offer open for a period not
to exceed the earlier of the closing of the winning bid at auction
or a certain number of days. A copy of the asset purchase
agreement governing the sale of the Hollister assets will be filed
at http://www.sedar.com
The Company understands that bids are being received by the
Business Rescue Practitioner for the Burnstone Mine in South
Africa pursuant to the business rescue insolvency proceedings in
that country. The nature of these bids will be disclosed when the
information is received by the Company.
The Company also disclosed that as a consequent upon the
proceedings to dispose of the Company's principal assets it will
be unable to complete audit financial statements and related
disclosure for the deadlines of April 30, 2013. The Company does
not have sufficient visibility about its financial position at
this time to be able to predict if it will be able complete an
audit at any future time.
Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada. Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa. Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.
GREDE HOLDINGS: Moody's Affirms 'B1' CFR After Loan Upsize
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Grede Holdings,
LLC - Corporate Family and Probability of Default Ratings at B1
and B1-PD, respectively, following the company's announcement of
its intention to upsize its senior secured debt by $30 million.
In a related action, Moody's assigned a B2 rating to the upsized
$316 million senior secured term loan. The B2 rating on the
existing $286 million senior secured term loan will be withdrawn
upon its replacement. The proceeds from the add-on senior secured
term loan will be used to pay down a portion of the outstanding
balance under the unrated asset based revolving credit facility
and pay fees and expenses related to the transaction. The rating
outlook is stable.
In addition to upsizing the existing term loan, the term loan
facility is expected to be amended to extend its maturity to May
2018 and amend certain provisions. These amendments include:
lowering the borrowing rate and creating a restricted payments
basket for shareholder dividends.
The following rating was assigned:
B2 (LGD4, 58%), for the upsized $316 million senior secured
term loan
The following ratings were affirmed:
Corporate Family Rating, B1;
Probability of Default Rating, B1-PD;
B2 (LGD4, 59%), for the existing $286 million (remaining
amount) senior secured term loan
This rating will be withdrawn upon its replacement.
Rating Rationale:
The affirmation of Grede's B1 Corporate Family Rating continues to
reflect the company's strong credit metrics tempered by its
exposure to the cyclical automotive and commercial vehicle
industries, relatively modest size, and current headwinds in some
of the company's end markets. Grede maintained strong EBIT margins
for 2012 at 9.4% (inclusive of Moody's standard adjustments). On a
pro forma basis, the interest cost savings from the amendment
should improve EBIT/interest coverage to about 6.6x from 4.9x,
while leverage is unchanged at 2.7x (inclusive of Moody's standard
adjustments). These credit metrics, along with additional
availability under the asset based revolving credit facility,
should support additional operating flexibility. Moody's continues
to expect further improvement in operating performance to be
pressured by the uncertain impact of unresolved U.S. government
fiscal policies on the level of consumer passenger car demand, and
the softening commercial vehicle build rates which are likely to
continue through 2013. Following two large shareholder
distributions in 2012, and the creation of a restricted payments
basket for shareholder dividends, the company's disposition for
additional shareholder returns remains high.
The stable outlook continues to reflect Grede's relatively strong
credit metrics, relatively stable demand dynamics, and adequate
liquidity profile.
Grede's liquidity profile is expected to remain adequate over the
near term supported by anticipated free cash flow generation and
availability under the asset based revolving credit facility. The
strong operating margins and modest capital expenditure
requirements are expected to continue to support free cash flow
generation over the near term despite lower demand pressure from
weak commercial vehicle markets. While cash balances are
anticipated to remain at modest levels, the $26 million term out
of ABL borrowings creates additional borrowing base availability
under the $90 million asset based revolving credit facility which
improves operating flexibility over the near-term. Financial
covenants under the term loans are anticipated to continue to
include a maximum total leverage test and a minimum fixed charge
coverage test with adjusted step-downs over the remaining life of
the term loans. Alternate liquidity is limited as essentially all
of the company's assets secure the credit facilities.
An improvement in Grede's rating or outlook is limited by the
company's relatively small scale, and the cyclical nature of the
casting, automotive, and commercial vehicle markets. The outlook
or rating could improve if the company is able to sustain
EBIT/Interest above 5x and Debt/EBITDA below 3.0x while
demonstrating a financial policy that is focused on debt reduction
rather than shareholder returns.
The outlook or rating could be lowered if North American
automotive production levels deteriorate or if the company
encounters problems with the integration of recent acquisitions,
resulting in substantially weaker profitability or a deterioration
in liquidity. If operations were to weaken such that debt/EBITDA
were to approach 4x and free cash flow generation was not
realized, the company's rating and/or outlook could be lowered.
Additional shareholder distributions could also lower the
company's rating or outlook.
The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Grede Holdings, LLC, headquartered in Southfield, Michigan, is a
leading manufacturer of cast, machined and assembled components
for the transportation and industrial markets. The company is a
full-service supplier with design for manufacturing, engineering,
machining, and manufacturing capabilities, operating 20 facilities
throughout North America with approximately 5,100 employees. Grede
is majority owned by a private investment fund managed by Wayzata
Investment Partners LLC. Revenues for 2012 were $1.1 billion.
GSW HOLDINGS: Thursday Hearing on Adequacy of Plan Outline
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
will convene a hearing on May 2, 2013, at 1:30 p.m., to consider
adequacy of information in the Amended Disclosure Statement dated
March 8, 2013, explaining GSW Holdings, LLC's Chapter 11 Plan.
According to the Disclosure Statement, the Plan will be
implemented through a settlement between the Debtor and SPA
Gulfport, LLC which will result in a sale of the Kremer Marine
Property to Wein-Air for the sum of $1,900,000 and the transfer of
the Hunter's Chase Property on the Effective Date to SPA subject
to whatever lien or liens exist on the property in favor of
Hancock Bank. As part of the settlement out of the proceeds of
the sale to Wein-Air, the Debtor will receive $150,000 to be
distributed to the interest holders and sufficient sums to pay
allowed professional fees of up to $88,000 and other
administrative claims.
Under the Plan, the Debtor will pay in full Allowed Administrative
Expense Claims, Priority Tax Claims, Class 1 Central Progressive
Bank and Trust/SPA Gulfport, LLC, Class 2 Hancock Bank, and Class
3 Unsecured Claims.
Holders of interests (Class 4) will receive $150,000 and retain
their interests. They will also receive ninety percent of the net
proceeds of the BP Claim.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/GSW_HOLDINGS_ds_amended.pdf
About GSW Holdings LLC
Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case. Wheeler &
Wheeler serves as its local bankruptcy counsel. The Debtor
disclosed $22,225,500 in assets and $8,851,228 in liabilities.
The Debtor is represented by Douglas Scott Draper, Esq., at Heller
Draper Patrick & Horn, L.L.C., in New Orleans, LA.
HELLER EHRMAN: Greenberg Accord to Hike Unsecureds Recovery to 55%
------------------------------------------------------------------
Defunct law firm Heller Ehrman LLP said in court papers the
settlement agreement with Greenberg Traurig LLP, if approved, will
resolve entirely a vigorously contested adversary action and
result in an infusion of $4.9 million in cash to provide the major
funding for an anticipated upcoming distribution to creditors.
Heller said the settlement will allow the Debtor to increase its
distributions to unsecured creditors from roughly about 45% to
more than 55%.
Michael F. Burkart in his capacity as the duly appointed plan
administrator under Heller's confirmed Plan of Liquidation will
ask Bankruptcy Judge Dennis Montali to approve the settlement at a
hearing set for May 31, 2013.
The agreement settles Heller's claims against Greenberg alleged in
Adversary Proceeding No. 11-03206 DM, in exchange for payment by
Greenberg to the bankruptcy estate of $4,900,000.
Heller's court papers also indicated that if the proposed
settlement is approved, as a result of multiple claims brought by
the Debtor that have been handled by Special Litigation Counsel,
to date the estate will have recovered over $40 million and
eliminated more than $70 million in claims in the three years
since Special Litigation Counsel was retained in April 2010.
During the three years, counsel filed nearly 100 adversary
proceedings. If this proposed settlement is approved, there will
be only four active cases remaining, the four Jewel v. Boxer
claims. Heller said the only other unresolved adversary
proceedings are claims against seven former shareholders (four of
whom are former London shareholders) who have not filed answers.
Counsel anticipates filing requests for entry of default in the
seven cases.
The Plan Administrator hired the law firm of Trepel McGrane
Greenfield, LLP, which has since changed its name to Greenfield
Sullivan Draa & Harrington LLP, as special counsel to prosecute
certain specified professional malpractice, preference, fraudulent
conveyance, and related actions. Heller's Plan and the
Confirmation Order authorizes Mr. Burkhart to pursue, prosecute,
and enter into settlements and compromises of claims.
Special Litigation Counsel for Heller Ehrman LLP, by and through
Michael Burkart, Plan Administrator, are:
Christopher D. Sullivan, Esq.
Matthew R. Schultz, Esq.
Kenneth A. Brunetti, Esq.
GREENFIELD SULLIVAN DRAA & HARRINGTON LLP
150 California Street, 22nd Floor
San Francisco, CA 94111
Telephone: (415) 283-1776
Email: csullivan@greenfieldsullivan.com
mschultz@greenfieldsullivan.com
kbrunetti@greenfieldsullivan.com
Co-Special Litigation Counsel for the Plan Administrator is:
Jeffrey T. Makoff, Esq.
Ellen Ruth Fenichel, Esq.
Mario Nicholas, Esq.
VALLE MAKOFF LLP
2 Embarcadero Center, Suite 2370
San Francisco, CA 94111
Telephone: (415) 986-8001
Email: jmakoff@vallemakoff.com
efenichel@vallemakoff.com
mnicholas@vallemakoff.com
- and -
Gregory C. Nuti, Esq.
Kevin W. Coleman, Esq.
SCHNADER HARRISON SEGAL & LEWIS LLP
One Montgomery Street, Suite 2200
San Francisco, CA 94104
Telephone: (415) 364-6700
Email: gnuti@schnader.com
kcoleman@schnader.com
nbush-lents@schnader.com
About Heller Ehrman
Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis
Montali presides over the case. Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort. The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing. On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.
IDERA PHARMACEUTICALS: Has Waiver Agreement with Pillar
-------------------------------------------------------
Idera Pharmaceuticals, Inc., on April 22, 2013, entered into an
agreement with Pillar Pharmaceuticals I, L.P., and Pillar
Pharmaceuticals II, L.P. Under the Agreement, Pillar I has
irrevocably agreed to waive and not exercise the rights, powers,
preferences and other terms of the Series D Convertible Preferred
Stock under Section 6 of the Certificate of Designations,
Preferences and Rights of Series D Preferred Stock, including
without limitation, the right to require the Company to purchase
all or any portion of the shares of the Company's Series D
Preferred Stock at a price equal to the original Series D
Preferred Stock purchase price per share plus all accrued or
declared but unpaid dividends thereon.
The Company and the Pillar Entities have agreed, among other
things, to an amendment to the Series D Certificate of
Designations for the Series D Preferred Stock.
In addition, the Company has agreed to seek approval from its
stockholders at the 2013 annual meeting of stockholders of
amendments to the Series D Certificate of Designations and
Series E Certificate of Designations to effect these changes to
the dividend provisions of the Series D Preferred Stock and Series
E Preferred Stock, the redemption rights of the holders of the
Series D Preferred Stock and the rights of the holders of the
Series D Preferred Stock to distributions in the event of a sale
of the Company.
Registration Rights Agreement
Upon the Effective Date, the Company will enter into a
Registration Rights Agreement with Pillar I. Pursuant to the
Registration Rights Agreement, the Company will agree to file a
registration statement with the Securities and Exchange Commission
regarding the resale of the shares of Common Stock issuable upon
exercise of the Pillar I Warrants. The Company will be subject to
specified cash penalties if it fails to file and maintain an
effective registration statement. Those penalties are limited to
a cumulative maximum penalty equal to 10% of the aggregate
exercise price of the Pillar I Warrants then held by Pillar I
which are not able to be sold pursuant to a registration
statement. The Company will be required to use its reasonable
best efforts to maintain the registration statement's
effectiveness until no shares of Common Stock issued or issuable
upon exercise of the Pillar I Warrants remain outstanding or
issuable, as applicable.
A copy of the Agreement is available for free at:
http://is.gd/SgAWEV
Form S-1 Prospectus Amendment
Idera Pharmaceuticals filed with the U.S. Securities and Exchange
Commission a first amendment to the Form S-1 registration
statement in connection with the offering $12,500,000 of shares of
the Company's common stock and warrants to purchase up to [ ]
shares of the Company's common stock (and the shares of common
stock that are issuable from time to time upon exercise of the
warrants). Each share of common stock is being sold together with
a warrant to purchase up to [ ] shares of the Company's common
stock at an exercise price of $ [ ] per share. The shares of
common stock and warrants are immediately separable and will be
issued separately in this offering.
The Company's common stock is listed on the Nasdaq Capital Market
under the symbol "IDRA." The last sale price of the Company's
common stock on April 19, 2013, as reported by the Nasdaq Capital
Market, was $0.58 per share. The Company does not intend to list
the warrants on the Nasdaq Capital Market, any other national
securities exchange or any other nationally recognized trading
system.
A copy of the Amended Prospectus is available at:
http://is.gd/gW7KTk
About Idera Pharmaceuticals
Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs. The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.
In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.
The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011. Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.
The Company's balance sheet at Dec. 31, 2012, showed $10.8 million
in total assets, $4.2 million in total liabilities, $5.9 million
of Series D Redeembale Convertible Preferred Stock, and
stockholders' equity of $706,000.
IN PLAY MEMBERSHIP: Amends List of Top Unsecured Creditors
----------------------------------------------------------
In Play Membership Golf, Inc. submitted an amended list
identifying its 20 largest unsecured creditors.
Creditors with the three largest claims are:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Greenburg Glusker $32,631
1900 Avenue of the Stars Ste 2100
Los Angeles, CA 90067-4502
Simplot Partners $30,000
4195 Oneida St.
Denver, CO 80216-6602
Maya Water
C/O Carruth Properties $20,000
10789 Brandford Rd., Ste. 205
Littleton, CO 80127-6406
A copy of the creditors' list is available for free at:
http://bankrupt.com/misc/IN_PLAY_creditorslist_amended.pdf
In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013. Jeffrey Weinman, Esq., at Weinman & Associates, P.C.,
serves as counsel to the Debtor. The Debtor estimated assets and
liabilities of at least $10 million.
According to the docket, the Chapter 11 plan and disclosure
statement are due July 22, 2013.
INDUSTRIAL LIGHTNING: Case Summary & Creditors List
---------------------------------------------------
Debtor: Industrial Lightning Supply Corp.
Calle Eider 913
Country Club
San Juan, PR 00924
Bankruptcy Case No.: 13-03217
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Brian K. Tester
Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
P.O. Box 9023115
San Juan, PR 00902-3115
Tel: (787) 724-2867
E-mail: cerqlaw@coqui.net
Scheduled Assets: $1,446,080
Scheduled Liabilities: $2,632,326
A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-03217.pdf
The petition was signed by Pedro Oliveras Laboy, president.
K-V PHARMACEUTICAL: Disclosure Statement Hearing Tomorrow
---------------------------------------------------------
The hearing scheduled for April 23, 2013, on the approval of
K-V Discovery Solutions, Inc., et al's disclosure statement in
connection with their Second Amended Joint Chapter 11 Plan of
Reorganization has been adjourned to May 1, 2013, at 2:30 p.m.
(Eastern time).
The Debtors on April 22, 2013, filed a Second Amended Joint
Chapter 11 Plan of Reorganization and related Disclosure
Statement.
The overall purpose of the Plan is to provide for the
restructuring of the Debtors' liabilities in a manner designed to
maximize recovery to stakeholders and to enhance the financial
viability of the Reorganized Debtors. The Plan reflects an
agreement and compromise among the Debtors and the Ad Hoc Senior
Secured Noteholders Group, which collectively holds approximately
75% in dollar amount of the Class 3 Senior Secured Notes Claims.
Under this agreement and compromise:
(a) the Debtors' existing indebtedness in respect of Senior
Secured Notes Claims will be cancelled and exchanged for (i)
97% of the New Common Stock in Reorganized KV, less the New
First Lien Lender Stock and (ii) the New Second Lien Term
Loan, which will be in the original principal amount of
$50,000,000;
(b) the Debtors' existing indebtedness under the DIP Credit
Agreement will be paid in full in Cash from the proceeds of
the New First Lien Term Loan, and the New First Lien Lenders
will receive the New First Lien Lender Stock; and
(c) notwithstanding that the holders of Allowed Senior Secured
Notes Claims are not receiving payment in full under the
Plan, the Debtors' existing indebtedness in respect of
Convertible Subordinated Notes Claims will be cancelled and
exchanged for 3% of the New Common Stock of Reorganized KV.
In addition, the Plan provides for a Rights Offering for up to
$20,000,000 worth of additional New Common Stock. Holders of
Allowed Convertible Subordinated Notes Claims that (i) are
Accredited Investors and (ii) vote to accept the Plan will be
eligible to participate in such Rights Offering. Each of the
distributions of New Common Stock under the Plan is subject to
dilution by the New Common Stock Securities reserved for
management of the Reorganized Debtors pursuant to the Management
Incentive Plan, and the New Common Stock to be issued pursuant to
the Rights Offering. The New Common Stock will not be registered
with the SEC or any state securities regulatory authority and will
not trade on any exchange, or otherwise be publicly traded.
Eeach holder of Allowed General Unsecured Claim will receive cash
in an amount equal to its pro rata Share of $1,701,500; provided,
no distribution will be in excess of 9.05% of the amount of its
Allowed General Unsecured Claim.
A copy of the Second Amended Plan is available at:
http://is.gd/7lFqkp
A copy of the Disclosure Statement is available at:
http://is.gd/9rNJoI
About K-V Pharmaceutical
K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products. The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.
K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.
K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel. In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.
The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors. Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.
Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.
KAHN FAMILY: Section 341(a) Meeting Set on May 24
-------------------------------------------------
A meeting of creditors in the bankruptcy case of Kahn Family, LLC,
will be held on May 24, 2013, at 10:45 a.m. at Columbia Meeting of
Creditors. Proofs of claim are due by Aug. 22, 2013.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013. Kahn Family disclosed $50 million to
$100 million in assets and liabilities. Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.
KDK REALTY: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: KDK Realty LLC
2401 Ocean Avenue
Ronkonkoma, NY 11779
Bankruptcy Case No.: 13-72181
Chapter 11 Petition Date: April 26, 2013
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Alan S. Trust
Debtor's Counsel: Fred S. Kantrow, Esq.
THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
38 New Street
Huntington, NY 11743
Tel: (631) 423-8527
Fax: (631) 423-4536
E-mail: fkantrow@avrumrosenlaw.com
Scheduled Assets: $684,633
Scheduled Liabilities: $1,292,616
A copy of the Company's list of its eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nyeb13-72181.pdf
The petition was signed by Kristine Gaudy, managing member.
KIT DIGITAL: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: KIT digital, Inc.
aka Virilitect Industries, Inc.
Roo Group, Inc.
26 West 17th Street, 2nd Floor
New York, NY 10011
Bankruptcy Case No.: 13-11298
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Robert E. Gerber
Debtor's Counsel: Jennifer Feldsher, Esq.
BRACEWELL & GIULIANI, LLP
1251 Avenue of the Americas, 48th Floor
New York, NY 10020-1104
Tel: (212) 508-6137
Fax: (212) 508-6101
E-mail: jennifer.feldsher@bgllp.com
Debtor's
Notice and
Claims Agents: AMERICAN LEGAL SERVICES, LLC
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Fabrice Hamaide, chief executive
officer.
Debtor's List of Its 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Jones Day Legal Services $1,582,542
222 East 41st Street
New York, NY 10017
Grant Thorton Consulting Services $804,202
666 Third Avenue
New York, NY 10017
CTPartners Recruiting Services $570,445
2 Shenton Way
SGX Centre 1, #09-01
068804 Singapore
Akamai Technologies, Inc. Trade Payable $362,493
P.O. Box 26590
New York, NY 10087-6590
Alvarez & Marsal Consulting Services $312,582
55 West Monroe Street, Suite 4000
Chicago, IL 60603
Deloitte & Touche, LLP Accounting Services $245,357
Rottenberg Lipman Rich, P.C. Legal Services $241,629
Tech Mahindra, Inc. Trade Payable $180,000
Doar Communications, Inc. Consulting Services $161,212
Delaware Secretary Of State Franchise Tax $147,868
Ropes & Gray, LLP Legal Services $142,575
Baker & McKenzie, LLP Legal Services $134,217
Levementum, LLC Trade Payable $105,137
Allen & Company Consulting Services $105,000
Kit Digital Sweden Trade Payable $104,625
Pricewaterhousecoopers CZ Consulting Services $103,982
Equinix, Inc. Trade Payable $98,319
JB Legal Consulting FZ-LLC Legal Services $92,400
Be Brands Pty Ltd. Trade Payable $90,117
Balaji Software Trade Payable $89,640
CDW Direct ? Corp. Trade Payable $80,527
Reed Smith Legal Services $75,397
American Appraisal Associates Inc. Consulting Services $70,597
IDG Connect Technology Services $70,520
Digital Distribution Trade Payable $69,419
Network ? Corp.
Pricewaterhousecoopers Thailand Consulting Services $64,835
Edelman Public Relations $60,000
Cigna Health & Life Insurance Insurance $59,993
Company
Black Lowe & Graham Legal Services $59,972
Hogan Lovells Legal Services $59,104
LA FRONTERA: Proposed $1-Bil. Term Loan Gets Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to La Frontera,
LLC's approximate $1 billion in senior secured Term Loan B due
June 2020. The rating outlook is stable. This rating is a first
time rating for La Frontera
Ratings Rationale:
According to Moody's Analyst Charles Berckmann, "the B1 rating
reflects the plant's significant merchant exposure, with
approximately 33%-37% of the facility's gross margin hedged over
the life of the financing as well as minimal remaining sponsor
equity following the substantial up-front dividend payout at
financial close." Also noted Berckmann, "while market fundamentals
are tightening in ERCOT, the absolute amount of debt is
substantial which we believe is likely to expose the plant to
refinancing risk at term loan maturity if merchant margins post-
2015 does not materialize".
Based on various scenarios examined which sensitize revenues,
market heat rates, and power prices, key financial and leverage
metrics, such as the ratio of funds from operations to debt (FFO /
Debt) approximates 10-12% while the debt service coverage ratio
ranges from 1.9x to 3.0x. These metrics generally approximate the
B-to-low-Ba rating sub-factor under Moody's Power Generation
Projects methodology. For purposes of applying Moody's methodology
with respect to the financial metrics Moody's observed both the
hedged period through 2015 and the predominantly merchant three-
year period from 2016 to 2018. Despite these speculative grade
financial metrics, the portfolio consists of two sizeable,
competitive combined-cycle generating facilities and leverage on a
$/kW-basis at term loan maturity is expected to be a manageable
$200 - $240/kW based on scenarios considered by Moody's.
The project benefits from a degree of stable cash flow generation
from May 2013 through December 2015 when approximately 1,800
megawatt (MW) of capacity on average, or approximately 70% of
gross margins are principally hedged pursuant to a heat rate call
option and spark spread option with Merrill Lynch Commodities,
Inc. (MLCI) under which La Frontera delivers and Merrill Lynch
takes physical power. The hedge limits upside in the near-term for
La Frontera which results in substantial reliance on the more
volatile and less predictable merchant market revenues post-2015
to pay down debt. That said, Moody's sees tightening fundamentals
in the ERCOT market which should provide some opportunity for La
Frontera to generate additional merchant revenues.
Moody's understands that the hedge is designed on a volumetric
basis to coincide with the plant major maintenance schedule and
appears well-tailored to mimic the plant's design and operating
capabilities. The hedge terms are also priced at locations that
pose minimal basis risk based on observed power prices and gas
prices over the past two years. The plant also receives modest
additional margins pursuant to spark spread options with MLCI from
May 2013 to May 2020. In the end, Moody's rating on La Frontera's
senior secured debt incorporates the sizeable merchant exposure
that exists at the assets, all of which is partially mitigated by
the plant's efficient operating profile with low competitive heat
rates below 7,200 MMbtu/kwh historically (including duct firing),
which should help to ensure continuation of a similar or even
higher dispatch profile for the plant in the tightening ERCOT
North market.
As referenced earlier, the primary reason for the financing is to
pay a one-time dividend to the indirect 100% owner NextEra Energy
Resources, LLC. Notwithstanding NextEra's subsequent lack of a
meaningful financial commitment to the project, NextEra is
expected to continue to operate the plants over the term of the
financing and manage fuel procurement, vital functions with which
they have significant experience through their unregulated utility
business. Both facilities are scheduled to receive an equipment
upgrade during their respective maintenance outages in 2014 and
2015, which will lower each plant's respective heat rates by 1-2%
and result in a slight improvement in capacity factors by several
percentage points. Planned upgrades will be paid for by an equity
injection from NextEra. NextEra's historical ownership, robust
operating track record and intimate knowledge of the facilities
remain important rating considerations.
Proceeds of the term loan will fund an approximate $865 million
dividend to NextEra, cash fund a six-month debt service reserve of
$36 million, fund a $15 million liquidity reserve, and a $66
million 12-month major maintenance reserve. The remaining proceeds
will pay transaction fees and expenses. The debt will be secured
by a first lien interest in all the assets and equity of the
borrower and incorporate some project finance features including a
cash flow waterfall of accounts, financial covenants, and strict
limitations on additional indebtedness. Importantly, there will be
a 12-month look-forward major maintenance reserve funding
requirement before distributions, which Moody's views favorably
from both a liquidity and rating perspective. While there is the
ability to sell an asset or undivided interests in a portion of
the projects, such sales are subject to a rating affirmation.
The stable outlook incorporates Moody's view that the assets
continue to operate consistent with their design capability, and
that the project performs in line with Moody's financial
expectations over the next several years.
The rating could face upward momentum should the project implement
meaningful hedges for the current unhedged capacity of the plant,
repay the term loan faster than expected, or achieve sustained
financial metrics strongly in the Ba-rating category.
The rating could face downward pressure should the project
encounter operating difficulties, should the hedges introduce
incremental funding requirements to La Frontera, should power
markets remain substantially depressed in the near term such that
debt paydown progresses in slower fashion than Moody's
expectation.
Moody's rating is based upon Moody's current understanding of the
proposed terms and conditions of the transaction and is subject to
Moody's receipt and review of final documentation.
The principal methodology used in this rating was Power Generation
Projects published in December 2012.
La Frontera owns two combined cycle power plants, the 1,103 MW
Lamar facility in Paris Texas and the 1,899 MW Forney facility in
Forney, Texas outside Dallas for a combined 3,002MW in capacity
(average summer/winter capacity including duct firing and post-
upgrade). La Frontera's cash flow is primarily hedged under a heat
rate call option with MLCI through December 2016. La Frontera is
100% indirectly, wholly owned by NextEra Energy Resources, LLC
(Energy Resources). Energy Resources is the unregulated, wholesale
generating subsidiary of NextEra.
LEARNING CARE: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Novi, Michigan-based
child care service provider Learning Care Group (US) No. 2 Inc.
(LCG) its preliminary 'B' corporate credit rating. The outlook is
stable.
At the same time, S&P assigned Learning Care Group's proposed
$260 million senior secured credit facility its preliminary issue-
level rating of 'B' (at the same level as the corporate credit
rating), with a recovery rating of '4', indicating S&P's
expectation for average (30%-50%) recovery for lenders in the
event of a payment default. The facility consists of a $40
million revolving credit facility due 2018 and a $220 million term
loan due 2019.
The company will use the proceeds to refinance its existing
$200 million 14% senior secured notes and the related call premium
and accrued interest. The transaction will extend maturities and
will reduce cash interest expense.
The 'B' rating reflects the company's high debt leverage and
modest discretionary cash flow as well as the company's reliance
on a declining U.S. unemployment rate for revenue growth. S&P
views the company's business risk profile as "weak" because of its
dependence on state and local federal subsidized programs, which
are vulnerable to budget constraints; sensitivity of capacity
utilization rates to high unemployment rate; and its low EBITDA
margin relative to employer-sponsored, workplace-based peers. Pro
forma for the transaction, the company's lease-adjusted leverage
is high, at 7x, underpinning S&P's assessment of its financial
risk profile as "highly leveraged." S&P assess the company's
management and governance as "fair."
The company is the second largest provider of early childhood
education and child care in the U.S., with a broad geographical
network of 956 centers in 36 states, though the highly competitive
Texas markets account for roughly 15% of revenues. Historically,
the company has grown through acquisitions, though the company has
concentrated on cost reductions and closing underperforming
centers over the past few years. Centers operating under the La
Petite Academy child care brand account for about half of the
total.
The company's centers are retail-based, which tend to be cyclical
and report highly variable revenue and EBITDA over the course of
economic cycle. In addition, revenue visibility is limited, as
clients pay the tuition fee one week in advance, without any
commitment. S&P sees the risk that a reversal of the current
trend of declining U.S. unemployment rate, which S&P do not
expect, together with the fixed cost structure of the business,
could undermine revenue and earnings resilience.
LICHTIN/WADE: ERGS Claim Allowed for $9,885 for Voting Purposes
---------------------------------------------------------------
Bankruptcy Judge Randy D. Doub granted, in part, and denied, in
part, the Motion for Temporary Allowance of Proof of Claim
Pursuant to Bankruptcy Rule 3018(a), filed by ERGS II, L.L.C. in
the Chapter 11 case of Lichtin/Wade, LLC.
ERGS acquired the claim from Tech Electric Corporation. Tech
Electric filed the claim -- Proof of Claim No. 1 -- in the amount
of $131,951 on Feb. 24, 2012. POC 1 states it is based on
services performed. The documents attached in support of POC 1,
show a Tolling Agreement executed by Tech Electric, Lichtin
Construction, LLC, and Lichtin Corporation. Also attached to POC 1
are invoices issued by Tech Electric to Lichtin Construction, LLC,
requesting payment. Tech Electric submitted a ballot dated Aug. 1,
2012, accepting the Debtor's Amended Plan of Reorganization in the
amount of $131,951.
The Debtor's Schedule F lists two unsecured claims held by Tech
Electric in the amounts of $5,414 and $4,471. The claims are
listed as debts of Wade Building I and Wade Building II,
respectively. The claims are not listed as contingent,
unliquidated or disputed.
Class 8 of the Third Amended Plan is comprised of general
unsecured claims greater than $5,000. The Second Amended
Disclosure Statement lists Tech Electric as having an unsecured
claim over $5,000 and shows a proof of claim was filed by Tech
Electric in the amount of $131,951.
ERGS acquired Tech Electric's claim on Feb. 13, 2013. On March 6,
2013, the Debtor filed an objection to POC 1. Subsequent to the
Debtor's objection to POC 1, ERGS submitted a ballot dated March
13, 2013, as the "assignee/transferee of Tech Electric
Corporation" rejecting the Debtor's Third Amended Plan of
Reorganization in the amount of $131,951. On March 19, 2013, ERGS
filed with the Court a notice of assignment of claim.
The Debtor filed its Report on Ballots as to the Third Amended
Plan on March 26, 2013. The Report on Ballots states "ERGS asserts
that this ballot should be counted in the amount of $131,951.10.
The Debtor has objected to this claim."
ERGS requests the Court to temporarily allow for voting purposes
POC 1 in the amount of $131,951 pursuant to Federal Rule of
Bankruptcy Procedure 3018(a). ERGS contends the Debtor acted in
bad faith by objecting to POC 1 once it had knowledge that ERGS
purchased POC 1. Further, ERGS contends that because the Debtor
previously acknowledged the claim as valid in its Schedule F, its
disclosure statements, and through the testimony of the Debtor's
representatives Harold Lichtin and Kay Mead, it cannot now take a
contrary position.
The Debtor responds that it was unaware ERGS had purchased the
claim of Tech Electric when it filed its objection to POC 1. The
Debtor requests the Court to review the underlying merits of the
claim, which are based on contracts and invoices attached by Tech
Electric to its proof of claim. The Debtor contends that the
contracts and invoices show the claim is not a claim against the
Debtor. Accordingly, the Debtor argues the claim should not be
estimated for voting purposes, or estimated at $9,885 as listed by
the Debtor on Schedule F.
"Looking collectively at the case law, the deposition testimony of
Mr. Lichtin and Ms. Mead, Schedule F, the disclosure statements,
the ballot reports, and the testimony presented at the hearing,
the Court holds that POC 1 will be allowed to vote against
confirmation in the amount of $9,885.00," Judge Doub ruled.
Therefore, the Motion for Temporary Allowance of Proof of Claim
Pursuant to Bankruptcy Rule 3018(a) is granted to the extent of
$9,885 and denied to the extent of $122,066, the judge said.
On Sept. 4, 2012, ERGS withdrew its competing liquidating Chapter
11 Plan of Reorganization as the exclusivity period for the Debtor
had not expired.
The hearing to confirm the Debtor's Third Amended Plan has been
continued until May 2, 2013. The hearing on the Debtor's
objection to POC 1 was originally scheduled to be heard on the
same day. However, ERGS filed a motion to continue the hearing on
the Objection to POC 1 until June 11, 2013, subsequent to the
confirmation hearing.
A copy of Judge Doub's April 26, 2013 Order is available at
http://is.gd/UKwgfzfrom Leagle.com.
About Lichtin/Wade
Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012, amid efforts to refinance $39
million in construction-related loans and other debts connected to
two office buildings built in 2008 at 5420 and 5430 Wade Park
Blvd. Lichtin/Wade, based in Wake County, North Carolina, owns
and operates the office park known as the Offices at Wade,
comprised of two Class A office buildings and vacant land approved
for additional office buildings. The buildings are known as Wade
I and Wade. Each building is over 90% leased, with only three
vacant spaces remaining between the two buildings.
Judge Randy D. Doub presides over the case. Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.
The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.
The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.
LINDSAY PHILLIPS: Updated Case Summary & Creditors' Lists
---------------------------------------------------------
Lead Debtor: Lindsay Phillips, LLC
10360 72nd St. N.
Suite 808
Seminole, FL 33777
Bankruptcy Case No.: 13-05419
Chapter 11 Petition Date: April 26, 2013
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: K. Rodney May
Debtor's Counsel: Harley E. Riedel, Esq.
STICHTER RIEDEL BLAIN & PROSSER
110 East Madison Street
Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
E-mail: hriedel.ecf@srbp.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
Affiliate that simultaneously filed separate Chapter 11 petition:
Debtor Case No.
------ --------
Lindsay Phillips, Inc. 13-05420
Assets: $0 to $50,000
Debts: $1,000,001 to $10,000,000
The petitions were signed by Lindsay Phillips, authorized agent.
A. A copy of Lindsay Phillips, LLC's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/flmb13-5419.pdf
B. Lindsay Phillips, Inc. says it does not have unsecured
creditors who are not insiders.
LIVING HOPE SOUTHWEST: Chapter 7 Trustee Loses 8th Cir. Appeal
--------------------------------------------------------------
Pillar Capital Holdings, LLC, provided debtor Living Hope
Southwest Medical Services, LLC, with short-term bridge loans.
Pillar's sole member, Jack Goldenberg, reimbursed Pillar for the
loans using blank checks that had been pre-signed by the Debtor.
Under 11 U.S.C. Sec. 549, the Debtor's trustee, Renee S. Williams,
sought to avoid the post-petition transfers from the Debtor to
Pillar and thus repayment of reimbursements (totaling $111,200)
that had been given Pillar. The Trustee also sought to hold Pillar
and Mr. Goldenberg jointly and severally liable by piercing
Pillar's corporate veil in order to hold Goldenberg personally
liable.
The bankruptcy court ordered Pillar to repay $111,200 to the
Debtor, stating that the short-term bridge loans were not in the
ordinary course of business under 11 U.S.C. Sec. 364(a). The
bankruptcy court, however, refused to pierce the corporate veil
and hold Mr. Goldenberg personally liable for recovery of the
Debtor's transfers to Pillar.
Both Pillar and the Trustee appealed to the district court. The
district court affirmed the bankruptcy court. The district court
found that the payments were not made in the ordinary course of
business but refused to pierce Pillar's corporate veil, thus
holding that Mr. Goldenberg was not personally liable for the
judgment.
Pillar appeals the bankruptcy court's ruling that the post-
petition transfers were not in the ordinary course of business.
The Trustee cross-appeals the bankruptcy court's ruling that
Goldenberg should not be held personally liable.
The United States Court of Appeals, Eighth Circuit, affirmed in an
April 26, 2013 per curiam decision available at
http://is.gd/Zt6rbnfrom Leagle.com.
The appeals are: Pillar Capital Holdings, LLC Appellant v. Renee
S. Williams Appellee, Jack Goldenberg, Defendant; and Jack
Goldenberg; Pillar Capital Holdings, LLC Appellees, v. Renee S.
Williams Appellant, Nos. 12-2044, 12-2119 (8th Cir.).
About Living Hope Southwest
Living Hope Southwest Medical Services LLC in Texarkana, Arkansas
filed for Chapter 11 bankruptcy (Bankr. W.D. Ark. 06-71484) on
July 18, 2006, which was converted to a Chapter 7 case on Aug. 15,
2008. Richard L. Ramsay, Esq., at Eichenbaum, Liles & Heister,
P.A., served as Chapter 11 counsel. In its petition, the Debtor
did not disclose its assets but indicated that debts were between
$1 million to $10 million. Renee S. Williams was named trustee in
the Chapter 7 bankruptcy case.
LNR PROPERTY: Reorganization Prompts Moody's to Affirm 'Ba2' CFR
----------------------------------------------------------------
Moody's Investors Service affirmed LNR Property LLC's Ba2
corporate family and credit facility ratings with a stable
outlook. Both of the ratings will be subsequently withdrawn.
The following ratings were affirmed and will be withdrawn:
LNR Property LLC -- corporate family rating at Ba2; senior secured
credit facility at Ba2.
Ratings Rationale:
The rating actions follow the reorganization of LNR through its
acquisition by Starwood Property Trust and Starwood Capital Group
on April 19, 2013. Starwood has repaid the credit facility in
full.
This rating action concludes the review initiated on January 28,
2013 after it was announced on January 24, 2013 that Starwood had
agreed to purchase 100% of the outstanding units of LNR Property
LLC for $1.05 billion in cash.
The last rating action on LNR Property LLC was on January 28, 2013
when the rating was affirmed with a developing outlook.
The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.
LNR Property LLC is a real estate investment and management
company headquartered in Miami Beach, Florida, USA.
MACHNE MENACHEM: Loses Bid to Disgorge Case Trustee's Fees
----------------------------------------------------------
District Judge James M. Munley denied Machne Menachem, Inc.'s
appeal from Bankruptcy Judge John J. Thomas's decision denying the
Debtor's Motion for Disgorgement of Trustee Fees and Trustee's
Attorney's Fees.
After confirmation of the Debtor's plan of reorganization, the
Trustee filed a Motion to Define Chapter 11 Trustee's Continuing
Role on January 19, 2007. The court ordered that "the Trustee's
responsibilities are defined and limited to that of disbursing
agent[.]" The Trustee continued to serve in this role until 2011
when he resigned.
The Plan escrowed $100,000 for unclassified administrative
expenses, such as fees and expenses for the Trustee and Trustee's
Counsel. The Trustee sought interim fees and expenses in an
application filed with the bankruptcy court on May 10, 2007. The
fee and expenses application covered the period of July 21, 2006
through December 31, 2006. The court granted the application as
to the fees expended up to the day that the plan was confirmed,
October 5, 2006. The bankruptcy court denied the request for fees
and expenses covering the post-confirmation period, without
prejudice to the Trustee seeking those fees and expenses at the
time of a final application.
Also in May 2007, the Trustee filed a fee and expense application
for Trustee's Counsel fees. This application covered the period
of time through the end of 2006. The court approved this
application on October 23, 2008.
The Trustee filed a second interim application for Trustee's
Counsel fees and expenses on November 10, 2010. The application
covered the time period of January 1, 2007 through July 31, 2010.
The bankruptcy court denied the application without prejudice at a
hearing on January 6, 2011.
The Trustee paid these Trustee Counsel fees and expenses on
February 19, 2011. On February 23, 2011, the Trustee filed a
"Disbursing Agent's Notice of Resignation and Motion to Pay Money
in the Court." The court granted the motion on April 7, 2011.
Over a year later, on April 20, 2012, Machne Menachem filed a
Motion for Disgorgement of Trustee Fees and Trustee's Attorney's
Fees seeking what the debtor deemed excess payments to the Trustee
and to Trustee's Counsel in the amount of $78,770. The bankruptcy
court denied the motion for disgorgement on the basis that the
court "lacks jurisdiction to adjudicate this Motion under the
guidance of Resorts International, Inc. v. Price Waterhouse & Co.,
LLP (In re Resorts International, Inc.), 372 F.3d 154 (3rd Cir.
2004)." The court held that its jurisdiction after the
confirmation of a Chapter 11 plan is limited and does not extend
to matters involving Trustee's or Trustee's Counsel's fees and
expenses. Machne Menachem appeals that order to the District
Court.
The appellate case is MACHNE MENACHEM, INC., Appellant, v. MARK J.
CONWAY and LAW OFFICES OF MARK J. CONWAY, Appellees, No.
3:12cv1753 (M.D. Pa.). A copy of the District Court's April 23,
2013 Memorandum is available at http://is.gd/iQfi4Dfrom
Leagle.com.
Machne Menachem, Inc., was the brain child of a small group of
Hasidic men from their Brooklyn, N.Y., community. Four members of
this community convened with the purpose of starting a summer camp
for boys in a rural location away from the distracting events of
the city. In 1995, a corporation, Machne Menachem, Inc., was
formed under the New York Not-For-Profit Corporation Law by these
four individuals for the purpose of advancing this camp. By all
accounts, the camp was received very enthusiastically. While
well-attended, it suffered from significant economic problems, and
a rift between rival factions of the community followed. This
disagreement found itself before the U.S. District Court for the
Southern District of New York. See Machne Menachem, Inc. v.
Hershkop, 237 F.Supp.2d 227 (E.D.N.Y. 2002).
Machne Menachem, Inc., sought Chapter 11 protection (Bankr. M.D.
Pa. Case No. 01-04926) on Dec. 6, 2001. The bankruptcy court
appointed Mark J. Conway as the Chapter 11 Trustee on August 1,
2006, and the court appointed the Law Office of Mark J. Conway as
Trustee's Counsel on August 11, 2006. Machne Menachem proceeded
through the bankruptcy proceeding, and the bankruptcy court
approved Machne Menachem's plan of reorganization on Oct. 5, 2006.
MASTRO'S RESTAURANTS: S&P Puts 'B-' CCR on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating, on Woodland Hills, Calif.-based
Mastro's Restaurants LLC on CreditWatch with negative
implications.
The CreditWatch placement reflects S&P's revision of Mastro's
liquidity profile to "weak" from "adequate," as well as the
uncertain outcome of the seller's litigation and potential for a
settlement. The company is engaged in a lawsuit with the seller
(the holders of the note), whereby the seller is seeking to
accelerate the payment of the note and all accrued interest.
"In our view, the company doesn't have sufficient liquidity to
repay about $40 million of the seller note due May 2014," said
Standard & Poor's credit analyst Mariola Borysiak.
As disclosed in the company's financial filing for fiscal 2012,
both parties agreed to finalize and execute a settlement
agreement. The company indicated that the settlement of the
litigation will not have a material adverse effect on its
financial condition. However, Standard & Poor's is uncertain
about the outcome of the settlement, which could include the
conversion of the seller note into equity of the company.
Depending on the terms of the seller note, the conversion of the
seller note into equity could be tantamount to a selective default
under S&P's criteria.
The CreditWatch placement reflects the likelihood that a
settlement of the seller's note could be considered a selective
default under S&P's criteria. S&P is closely monitoring
developments pertaining to the settlement of the lawsuit and
reviewing the ratings on Mastro's.
MCJUNKIN RED: S&P Raises CCR to 'BB-'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating to 'BB-' from 'B+' on Houston-based McJunkin Red Man
Corp. The outlook is stable.
At the same time, S&P raised the issue-level rating on the
company's senior secured term loan to 'BB-' from 'B+'. The
recovery rating remains '4', indicating S&P's expectation of
average (30% to 50%) recovery under its default scenario.
"The upgrade reflects our view that McJunkin's lower debt levels
and improved margins have resulted in credit metric improvements
that are in line with a higher rating," said Standard & Poor's
credit analyst Gayle Podurgiel.
"In addition, we are revising our financial risk profile score to
"significant" from "aggressive" based on our expectations that the
company can sustain EBITDA margins above 7%, which should keep
leverage below 4x. Our financial risk score also reflects our
assessment of the company's strong cash flow generation as well as
its recent reduction of legacy private equity ownership through a
secondary stock offering. We continue to assess McJunkin's
business risk profile as "weak", which takes into account the
company's relatively large scale, scope and diversity compared
with peers in the highly fragmented, competitive distribution
industry. We also note McJunkin's dependence on volatile domestic
energy-based end markets, which can cause earnings to fluctuate,"
S&P noted.
The stable rating outlook reflects S&P's expectation that
McJunkin's operating performance will support credit measures
which are in line with the 'BB-' corporate credit rating and the
significant financial risk profile. Despite fluctuations in the
company's individual end markets and slightly lower EBITDA levels
compared with 2012 results, S&P expects overall performance to
support leverage between 3x and 3.5x in 2013, with FFO to debt
above 20%.
S&P could lower the rating if leverage rose above 4x and S&P
expected it to remain elevated for an extended period. This could
occur if domestic energy markets experienced a severe slowdown or
if debt levels were increased to finance a large acquisition or to
pay dividends.
An upgrade over the next several quarters is unlikely given S&P's
view of the company's "weak" business risk profile, which is
constrained by the company's dependence on domestic energy markets
and the competitive nature of the distribution industry. One
could occur over time, however, if McJunkin significantly
increased its geographic reach, leading to a sustainable
improvement in its earnings diversity.
McJunkin is a leading distributor of pipes, valves, and fittings,
with about 90% of sales going to the North American energy
industry.
MUTUAL BENEFITS OFFSHORE: Miami Judge Rules on Ownership
--------------------------------------------------------
Bankruptcy Judge A. Jay Cristol in Miami, Florida, last week ruled
that W. Shaun Davis is the President and sole Director of Mutual
Benefits Offshore Fund, Ltd., which is facing an involuntary
Chapter 11 bankruptcy petition. The judge noted that Mr. Davis
"has held those positions since 2002, held those positions at the
time of filing of the Involuntary Petition, and continues to hold
those positions today."
Judge Cristol also said Gusrae Kaplan Nusbaum PLLC, Stearns Weaver
Miller Weissler Alhadeff & Sitterson, P.A. and Hogan Lovells US
LLP are the authorized representatives of the Alleged Debtor MBOF
in the involuntary proceeding, having been retained to serve in
that capacity by Mr. Davis pursuant to his authority to act for
MBOF.
Judge Cristol also ruled that the attorneys for the Zeltser Group
-- Emanuel Zeltser of the law firm Sternik and Zeltser, and Darin
DiBello, of the law firm DiBello, Lopez & Castillo, P.A. -- were
not authorized by MBOF to file pleadings or otherwise act for MBOF
in the involuntary proceeding.
The Court hel that MBOF's (A) Answer and Affirmative Defenses and
(B) Motion to Dismiss Involuntary Petition filed by the Redmond
Group is scheduled for hearing on June 5, 2013 at 3:00 p.m. in
Miami. If the Court does not grant dismissal, it is ordered and
adjudged that the Involuntary Petition is specially set for trial
on Aug. 1 at 2:00 p.m. All discovery shall be completed no later
than 21 days prior to the trial date. A Pretrial Conference is
set for July 22 at 10:00 a.m.
A copy of the Court's April 25, 2013 Findings of Fact and
Conclusions of Law on Ownership is available at
http://is.gd/XD3dZkfrom Leagle.com.
About Fisher Island Investments
Mutual Benefits Offshore Fund
and Little Rest Twelve
Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.
On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol
presides over the case. The case was previously assigned to Judge
Laurel M. Isicoff.
Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.
John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.
Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases. Greenberg
Traurig, P.A., serves as counsel for the examiner while Leshaw
Law, P.A., is the co-counsel.
NAMCO LLC: April 30 Hearing to Consider Schedules Filing Plea
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing today April 30, 2013, at 10:30 a.m., to consider
Namco, LLC's request for a 30-day extension from April 23, 2013,
of its time to file:
a) a schedule of assets and liabilities;
b) a statement of financial affairs;
c) a schedule of current income and expenditures; and
d) a statement of executory contracts and unexpired leases.
The Debtor explains that it needs more time to complete the
schedules after collecting, reviewing and assembling the
information from the Debtor's officers.
About Namco
Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co. It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington. Judge Peter J. Walsh presides over the case.
Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel. Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent. Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.
In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each. The Petition was signed
by Lee Diercks, chief restructuring officer.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.
NAVIGATION CAPITAL: Hit With WARN Suit Over Bankrupt Unit
---------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a former
employee at a bankrupt Atlanta-based utility-grid services firm
filed a class action against the company's private equity parent
Friday, alleging that Navigation Capital Partners Inc. ultimately
made the decision that led to mass layoffs without the 60 days'
notice required by law.
According to the report, Daniel Hampton, a former data analyst for
Metadigm Services Inc., filed his claim in the U.S. District Court
for the District of Delaware, accusing NCP of violating the U.S.
Worker Adjustment and Retraining Notification Act when more than
150 Metadigm employees were laid off.
NEXTAG INC: Weak Profitability Cues Moody's to Lower CFR to B2
--------------------------------------------------------------
Moody's Investors Service downgraded NexTag Inc.'s corporate
family rating to B2 from B1, its probability of default rating to
B3-PD from B2-PD, and the rating for the company's senior secured
credit facilities to B2, from B1. Moody's revised NexTag's ratings
outlook to negative from stable. The rating actions reflect
Moody's expectations of NexTag's weak levels of profitability and
limited liquidity in the near to intermediate term.
Moody's has taken the following ratings actions:
Issuer: NexTag, Inc.
Corporate family rating -- B2, downgraded from B1
Probability of default rating -- B3-PD, downgraded from B2-PD
$25 million first lien revolving credit facility due 2016 --
B2, LGD3 (31%), downgraded from B1, LGD3 (33%)
$134 million (outstanding) first lien term loan due 2016 -- B2,
LGD3 (31%), downgraded from B1, LGD3 (33%)
Outlook: revised to Negative from Stable
Ratings Rationale:
Moody's downgraded NexTag's CFR to B2 due to a significant erosion
in the company's EBITDA and cash flow generation. NexTag's EBITDA
is projected to decline by about 40% in 2013 as a result of a
rapid decline in free web traffic from Google's search pages. The
decline in traffic resulted from the changes made by Google to its
search engine algorithms throughout 2012 and the display of search
results. As a result, NexTag's average cost of acquiring customer
traffic has increased dramatically and its revenues declined as
traffic to NexTag's comparison shopping sites originating from
Google organic searches fell sharply.
NexTag has cut costs and executed an amendment to its credit
agreement in April 2013 to maintain flexibility to execute its
business strategy in a challenging environment. The company is
expanding its business from being a provider of comparison
shopping services to online buyers with new Software as a Service
offerings for online retailers leveraging its web traffic
acquisition and monetization technologies.
NexTag's B2 CFR reflects the risk of executing a multi-year
product strategy with speculative prospects. NexTag's product
shopping sites will continue to contribute the bulk of the
company's operating cash flow in the intermediate term as EBITDA
from new initiatives is expected to turn positive only after 2014.
The B2 rating reflects NexTag's continuing dependence on the
leading search engines to drive customer traffic, the intensely
competitive online comparison shopping market, and the company's
modest scale and limited pricing power compared to Google.
The rating is supported by Moody's expectations of NexTag's
slightly positive free cash flow in 2013, despite the decline in
EBITDA. Moody's expects NexTag to maintain adequate operating
cushion under its revised financial covenants in the next 12
months.
The negative outlook reflects the uncertainty in NexTag's near
term prospects as Google is expected to roll out its Google
Product services in international markets. In addition, the
negative outlook considers Moody's expectations that NexTag will
have limited liquidity over the next 12 to 24 months and the risk
that delays in achieving expected profitability from new
initiatives or additional deterioration in product shopping
revenues could weaken liquidity further.
NexTag's ratings could be downgraded if Moody's believes that the
company is unlikely to maintain adequate levels of liquidity or
free cash flow turns negative. NexTag's ratings could also be
downgraded if the company's prospective ability to comply with
financial covenants becomes uncertain.
Moody's could stabilize NexTag's rating outlook if it maintains
good liquidity and free cash flow increases from growing
profitability.
The principal methodology used in rating NexTag, Inc was the
Global Business & Consumer Service Industry Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Headquartered in San Mateo, California, NexTag is a leading e-
commerce retail/merchant aggregator and comparison shopping
provider. The company reported $184 million in revenue for the
last twelve months (LTM) ended September 2012.
NORTH AMERICAN FOOD: Case Summary & 19 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: North American Food & Beverage Company, Inc.,
A Colorado Corporation
fdba East Coast Beverage, Inc.
Liquor Group Wholesale, Inc.
c/o Liquor Group
4600 Touchton Road Suite 1150
Jacksonville, FL 32246
Bankruptcy Case No.: 13-02541
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
Middle District of Florida (Jacksonville)
Judge: Jerry A. Funk
Debtor's Counsel: Jason A. Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
118 West Adams Street, Suite 900
Jacksonville, FL 32202
Tel: (904) 354-5065
E-mail: jason@jasonaburgess.com
Scheduled Assets: $1,613,564
Scheduled Liabilities: $5,187,357
A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-02541.pdf
The petition was signed by Chris Eiras, president.
OVERSEAS SHIPHOLDING: DHT Sells $52MM Claim for 33 Cents on Dollar
------------------------------------------------------------------
DHT Holdings, Inc. on April 29 disclosed that during the first
quarter of 2013, the Company filed a claim amounting to $51.8
million against the estate of Overseas Shipholding Group, Inc. in
the U.S. Bankruptcy Court.
On Feb. 28, 2013 the company sold the claim to Citigroup for a
purchase price equal to 33.25% of the amount of the claim
ultimately allowed by the Bankruptcy Court. The Company received
an initial payment of approximately $6.9 million and will receive
a final payment plus interest from Citigroup when the claim is
allowed by the Bankruptcy Court. Pending the claim being allowed
by the U.S. Bankruptcy Court, the Company has not yet reflected
the sale of the claim in its income statement.
The disclosure was made in DHT Holdings' earnings release for the
first quarter of 2013, a copy of which is available for free at:
http://is.gd/gX63G4
About Overseas Shipholding
Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products. OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.
Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities. Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer. Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser. Kurtzman
Carson Consultants LLC is the claims and notice agent.
The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark
Partners, LLC serves as financial and restructuring advisor.
Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.
PATRIOT COAL: Trial on Bid to Modify Union Contract Begins
----------------------------------------------------------
The Bankruptcy Court in St. Louis, Missouri, on Monday began trial
on the request of Patriot Coal Corp. to modify retirees' health
care and pension benefits.
According to a Huffington Post report, the court hearing could
last through Friday, although U.S. Bankruptcy Judge Kathy Surratt-
States may not issue a ruling immediately.
Patriot has said there is a risk of liquidation if its request is
denied. When it filed for bankruptcy, Patriot estimated it would
have to spend $1.6 billion to cover retirees' health care costs.
The United Mine Workers of America union has objected to Patriot's
request and launched protests in states where Patriot and its
former parent Peabody Energy Corp. operate.
In March, Patriot proposed to create a trust funded with $300
million to pay for the health benefits as well as grant the union
a 35% stake in the reorganized company.
Also in March, Patriot filed a lawsuit against Peabody seeking a
declaration from the Bankruptcy Court that any relief Patriot is
able to obtain through its motion would not relieve Peabody of its
own obligations to certain retirees. In connection with Patriot's
2007 spinoff, Peabody agreed to pay the healthcare costs for
thousands of retirees who were employed by Peabody entities that
were transferred to Patriot in the spinoff. Patriot believes that
Peabody might argue that Patriot's financial condition and
unavoidable actions in the Bankruptcy Court will allow Peabody to
stop paying for or cut the healthcare of more than 3,000
individuals.
According to the Huffington Post, at Monday's hearing, an attorney
for Patriot accused Peabody of pursuing "a free ride on Patriot's
bankruptcy to escape its obligations," and said "Peabody's motive
is pure, unadulterated greed." "Peabody has the nerve to come in
here and say these are not their liabilities," Jonathan Martin,
Esq., added, according to the report.
HuffPost relates Jack Newman, Esq., an attorney for Peabody, fired
back, bristling at the use of such pejoratives as "greedy" and Mr.
Martin's questioning of the company's corporate citizenship.
Asking the judge to throw out the matter, Mr. Newman called the
lawsuit premature and said it wasn't filed in the proper
jurisdiction.
Judge Surratt-States did not rule on the matter, the HuffPost
relates.
Lance Duroni of BankruptcyLaw360 reported that more than 1,000
union miners and their allies protested at a rally in St. Louis
Monday as Patriot Coal Corp. began a critical hearing in
bankruptcy court on its bid to force retiree benefit cuts and
other concessions from the union.
About Patriot Coal
St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin. The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.
Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012. Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.
Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization. Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO. GCG, Inc. serves as claims and noticing
agent.
The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker. Epiq Bankruptcy Solutions, LLC, serves as its
information agent.
On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis. The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge. The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.
PEDEVCO CORP: Files Amendment No. 2 to Annual Report for 2012
-------------------------------------------------------------
PEDEVCO Corp. filed on April 25, 2013, Amendment No. 2 to its
annual report on Form 10-K/A for the year ended Dec. 31. 2012, to
amend and restate the following items:
* Part II, Item 8. Financial Statements and Supplementary Data;
* Part II, Item 9A. Controls and Procedures; and
* Part IV, Item 15. Exhibits and Financial Statement Schedules.
The Amendment No. 2 also includes a re-issued audit report of GBH
CPAs, PC.
The Company reported a net loss of $12.0 million on $503,153 of
oil and gas sales in 2012, compared with a net loss of $763,677 on
$0 oil and gas sales for the period from Feb. 9, 2011 (Inception)
through Dec. 31, 2011.
The Company's balance sheet at Dec. 31, 2012, showed $11.1 million
in total assets, $4.8 million in total liabilities, $1.2 million
in Redeemable Series A convertible preferred stock, and
stockholders' equity of $5.1 million.
A copy of the Form 10-K/A is available at http://is.gd/qseSTq
Danville, California-based PEDEVCO Corp. is an energy company
engaged in the acquisition, exploration, development and
production of oil and natural gas resources in the United States,
with a primary focus on oil and natural gas shale plays and a
secondary focus on conventional oil and natural gas plays. Its
current operations are located primarily in the Niobrara Shale
play in the Denver-Julesburg Basin in Morgan and Weld Counties,
Colorado and the Eagle Ford Shale play in McMullen County, Texas.
The Company also holds an interest in the North Sugar Valley Field
in Matagorda County, Texas, though the Company considers this a
non-core asset.
* * *
GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
PEDEVCO Corp.'s ability to continue as a going concern, citing the
Company's loss from continuing operations for the year ended
Dec. 31, 2012, and accumulated deficit at Dec. 31, 2012.
PGA FLYOVER: Wins Interim Approval to Hire Counsel
--------------------------------------------------
PGA Flyover Corporate Park LLC obtained approval from the
Bankruptcy Court to employ Bradley S. Shraiberg, Esq., and the law
firm of Shraiberg, Ferrara & Landau, P.A., as counsel, nunc pro
tunc to April 17, 2013.
SFL has agreed to provide services at these hourly rates: $110 for
legal assistants and $220 to $450 for attorneys. The hourly rate
of Mr. Shraiberg is $450.
Prior to the bankruptcy filing, SFL received a total retainer of
$43,500 from Danie S. Catalfumo, the owner of the Debtor.
A final hearing on the application is slated for May 16, 2013, at
1:30 p.m.
About PGA Flyover Corporate
PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara
& Landau, P.A., in Boca Raton, Florida, serves as counsel to the
Debtor. The Debtor disclosed $10 million to $50 million in assets
and liabilities.
The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.
PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.
The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.
An initial Chapter 11 status conference is slated for May 6, 2013
at 1:30 p.m.
POSITRON CORP: Amends Form 10-K for 2012
----------------------------------------
Positron Corporation has filed with the U.S. Securities and
Exchange Commission an amendment to its annual report for the
fiscal year ended Dec. 31, 2012, to provide the consolidated
financial statements and related notes from the Form 10-K
formatted in XBRL (eXtensible Business Reporting Language). No
other changes have been made to the Form 10-K. A copy of the Form
10-K, as amended, is available for free at http://is.gd/3NoEbs
About Positron Corporation
Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.
Positron disclosed a net loss and comprehensive loss of $7.95
million in 2012, as compared with a net loss and comprehensive
loss of $6.12 million in 2011. The Company's balance sheet at
Dec. 31, 2012, showed $2.68 million in total assets, $8.87 million
in total liabilities and a $6.19 million total stockholders'
deficit.
Sassetti LLC, in Oak Park, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that
the Company has a significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.
PRECISION OPTICS: Amends 700,000 Common Shares Resale Prospectus
----------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission a first amendment to its Form S-1
registration statement relating to the sale or other disposition
of up to 700,000 shares of the Company's common stock and shares
underlying warrants by Special Situations Fund III QP, L.P., and
Special Situations Private Equity Fund, L.P. The Company is not
selling any securities in this offering and therefore will not
receive any proceeds from this offering. The Company may receive
proceeds from the possible future exercise of warrants. All costs
associated with this registration will be borne by the Company.
The Company's common stock is quoted on the OTCQB under the symbol
"PEYE." On April 22, 2013, the last reported sale price of the
Company's common stock on the OTCQB was $0.51 per share. A copy
of the amended prospectus is available at http://is.gd/fQuNHh
About Precision Optics
Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982. The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems. The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.
The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.
The Company's balance sheet at Dec. 31, 2012, showed $2.67 million
in total assets, $1.16 million in total liabilities, all current,
and $1.51 million in total stockholders' equity.
PROLOGIS INC: Fitch Currently Rates $100MM Preferred Stock 'BB+'
----------------------------------------------------------------
Prologis, Inc.'s (NYSE: PLD) recent $1.3 billion follow-on common
stock offering is a material credit positive, according to Fitch
Ratings. Recent delevering and expectations of continued progress
were incorporated into the upgrade of PLD's Issuer Default Rating
(IDR) to 'BBB' in February 2013. The timing and scope of the
offering surpassed Fitch's expectations and hastened delevering;
however, sizable 2014 debt maturities and expected development
starts remain upcoming funding priorities. Absent additional
equity offerings, leverage would increase from 1Q2013 pro forma
levels. Additional equity funding would have positive rating
implications all else being equal.
Fitch currently rates PLD, its operating partnership, Prologis,
L.P. and its subsidiary Prologis Tokyo Finance Investment Limited
Partnership (collectively, Prologis or the company) as follows:
Prologis, Inc.
-- IDR 'BBB';
-- $100 million preferred stock 'BB+'.
Prologis, L.P.
-- IDR 'BBB';
-- $1.7 billion global senior credit facility 'BBB';
-- $5 billion senior unsecured notes 'BBB';
-- $738 million senior unsecured convertible notes 'BBB';
-- EUR487.5 million senior unsecured term loan 'BBB'.
Prologis Tokyo Finance Investment Limited Partnership
-- JPY36.5 billion senior unsecured revolving credit
facility 'BBB';
-- JPY10 billion senior unsecured term loan 'BBB'.
The Rating Outlook is Stable.
KEY RATING DRIVERS
As noted by Fitch on Feb. 21, 2013, the upgrade of PLD's IDR was
driven in large part by the material reduction in leverage,
principally via the European joint venture with Norges Bank
Investment Management (NBIM) and the initial public offering of
Nippon Prologis REIT, Inc., a Japanese REIT. The recent equity
offering bolsters PLD's liquidity and accelerates its delevering
progress. The 'BBB' rating takes into account the company's global
industrial real estate platform including the private capital
franchise, a granular tenant roster, and strong access to capital.
Credit concerns include development funding including speculative
projects and significant 2014 debt maturities that weaken
liquidity.
IMPROVING FUNDAMENTALS
During 1Q2013, PLD's industrial portfolio continued to recover.
Cash same-store NOI (SSNOI) increased by 1.8% in 1Q2013 and rental
rates on the operating portfolio was positive 2% after 17 quarters
of negative rollover. Operating portfolio occupancy declined
sequentially to 93.7% as of March 31, 2013 from 94% as of Dec. 31,
2012. Fitch projects low single digit SSNOI growth through 2015.
GLOBAL PLATFORM
The company's large platform limits the risk of over-exposure to
any one region's fundamentals, with 52.6% of 1Q'2013 NOI derived
from Prologis-defined global markets in the Americas, 21.1% in
Europe, 8.7% in Asia, and the remainder in regional and other
markets. The private capital platform provides an additional layer
of fee income and recurring cash distributions to cover PLD's
fixed charges. In addition, Prologis has a granular tenant roster,
including top three tenants DHL (2% of annual base rent), CEVA
Logistics (1.3% of annual base rent) and Kuehne & Nagel (1.2% of
annual base rent), with no other tenant exceeding 1% of annual
base rent.
STRONG ACCESS TO CAPITAL
Legacy ProLogis and AMB Property Corporation both had strong
access to capital, and since the merger Prologis has raised
proceeds via a multicurrency unsecured term loan and private
capital financings and recast its multicurrency unsecured
revolving credit facility. The follow-on equity offering above
consensus net asset value is another indication of PLD's strong
access to capital.
LEVERAGE SOLID FOR 'BBB'
1Q2013 leverage was 6.8x including Fitch's estimate of recurring
JV cash distributions (7.8x excluding JV cash distributions),
compared with 8.4x in 4Q2012. Assuming all of the net proceeds
were used to repay debt, the common stock offering accelerates the
delevering process to 6.1x pro forma including Fitch's estimate of
recurring JV cash distributions (6.9x excluding JV cash
distributions). Fitch expects that a portion of net proceeds from
the offering will be used to fund development, and absent
additional equity offerings, leverage would trend back towards the
mid-6x range.
INCREASING SPECULATIVE DEVELOPMENT
Prologis' development activities entail lease-up risk, as
speculative projects represented approximately 65% of 1Q2013
development starts (including PLD's share and its partners'
share), up from 43% of the development pipeline in FY2012. The
pipeline is increasing and large on an absolute basis but
manageable on a relative basis as cost to complete development
represented 3% of gross assets at March 31, 2013, compared with
3.2% as of Dec. 31, 2012. The pipeline should remain active in the
coming years due to industrial real estate supply-demand dynamics.
SIZEABLE DEVELOPMENT FUNDING
Fitch's base case assumes $1.65 billion of development starts for
2013, of which PLD's share is approximately $1.2 billion, followed
by approximately $1 billion of annual starts in 2014 and 2015,
with assumed development yields in the 7.5% range. In the event
that the company funds this activity principally with its global
senior credit facility and long-term debt financings, leverage
would increase, while continued equity funding could have positive
rating implications.
DISPOSITION/CONTRIBUTION EXECUTION RISK LARGELY REMOVED
Fitch base case assumes $8.75 billion of dispositions and
contributions in 2013, $5.25 billion of which is PLD's share in
2013 (representing the midpoint of PLD guidance). This includes
the $1.55 billion of asset contributions to the Norges JV, $1.7
billion of contributions to the J-REIT, and $2 billion in
additional dispositions and contributions.
NEAR-TERM MATURITIES ADDRESSED
Prologis intends to use the net proceeds from the common stock
offering for general corporate purposes. In the short-term, it
expects to repay global line borrowings ($421 million) and the
6.30% senior notes due 2013 ($202.3 million) and to repurchase all
of the 2.625% convertible senior notes due 2038 ($342 million).
ADEQUATE LIQUIDITY DESPITE 2014 MATURITIES
The offering addresses near-term debt maturities, and liquidity
coverage including development is projected to be 1.0x for the
period April 1, 2013 to Dec. 31, 2014 assuming no additional
capital raises. This is principally due to 2014 maturities, which
represent 25.9% of total pro rata maturities. Liquidity sources
include unrestricted cash, availability under revolving credit
facilities pro forma for common stock offering, and projected
retained cash flows from operating activities. Liquidity uses
include pro rata debt maturities after extension options at PLD's
option, projected recurring capital expenditures. When including
incremental dispositions and contributions as a liquidity source
and acquisitions and development starts as a liquidity use,
liquidity coverage is 1.2x. Assuming 90% of 2013-2014 secured debt
maturities are refinanced, liquidity coverage is 1.7x.
Prologis has strong contingent liquidity with unencumbered assets
(1Q'2013 estimated unencumbered NOI divided by a 7.0%
capitalization rate) to pro forma unsecured debt of 2.7x. When
applying a stressed 50% haircut to the book value of land held,
pro forma unencumbered asset coverage improves to 2.8x. At a
stressed 8% capitalization rate, pro forma unencumbered asset
coverage is 2.3x, and 2.5x when applying a stressed 50% haircut to
the book value of land held. In addition, the covenants in the
company's debt agreements do not restrict financial flexibility,
and the company's AFFO payout ratio was 96.2% in 1Q2013 indicating
some liquidity generated from operating cash flow.
PREFERRED REDEMPTIONS IMPROVE COVERAGE
1Q2013 fixed-charge coverage pro forma for the common stock
offering and recent preferred stock redemptions is appropriate for
the 'BBB' rating at 2.0x, compared with 1.8x in 1Q2013 and 1.6x in
4Q2012. Fitch defines fixed-charge coverage as recurring operating
EBITDA including Fitch's estimate of recurring cash distributions
from unconsolidated entities less recurring capital expenditures
less straight-line rent adjustments divided by total interest
incurred and preferred stock dividends. Fitch's base case
anticipates that coverage will approach 2.5x over the next 12-to-
24 months due to low expected single-digit same-store NOI growth,
which is strong for the 'BBB' rating.
PREFERRED STOCK NOTCHING
The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's web site at
'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.
RATING SENSITIVITIES
The following factors may result in positive momentum on the
rating and/or Outlook:
-- Liquidity coverage including development sustaining above
1.25x (liquidity coverage is 1.0x and 1.2x when including
incremental dispositions and contributions as a liquidity
source and acquisitions and development starts as a
liquidity use);
-- Fitch's expectation of leverage sustaining below 6.5x (pro
forma leverage is 6.1x assuming all of the net proceeds are
used to repay debt but in the mid-6x range absent additional
equity offerings);
-- Fitch's expectation of fixed-charge coverage sustaining
above 2.0x (pro forma coverage is 2.0x).
The following factors may result in negative momentum on the
rating and/or Outlook:
-- Liquidity coverage including development sustaining below 1.0x;
-- Fitch's expectation of leverage sustaining above 8.0x;
-- Fitch's expectation of fixed charge coverage ratio sustaining
below 1.5x.
RADIATION THERAPY: S&P Affirms 'B' CCR & Revises Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Fort Myers, Fla.-based Radiation Therapy Services Inc.
to negative from stable and affirmed the 'B' corporate credit
rating. S&P also affirmed its issue-level ratings on the
company's senior secured and subordinated debt. This action
reflects the numerous headwinds facing the company as it enters
2013 with already high adjusted leverage. 2012 performance was
well below S&P's expectations due to a sharp decline in prostate
cancer treatments after the U.S. Preventative Services Task Force
recommended against prostate cancer screenings. S&P's negative
outlook reflects concern that the company can't mitigate these
operating headwinds sufficiently and that already high leverage
could exceed 10x. Though covenant cushion is currently ample, S&P
expects this to decrease as EBITDA falls, while at the same time
the company uses its revolver to pay for acquisitions. S&P do
note however, that depending on the multiple paid for
acquisitions, the pro forma add-back of any acquired EBITDA could
help the company to delever from a covenant compliance
perspective.
"The ratings on Radiation Therapy reflect a "weak" business risk,
highlighted by the sharp drop in prostate treatment volumes in the
second half of 2012, and ongoing reimbursement risk evidenced by
the approximate 9% Medicare rate cut for 2013," said credit
analyst John Bluemke. "Our financial risk profile for Radiation
Therapy is "highly leveraged", with adjusted leverage of more than
9.5x at year-end 2012 and negligible free operating cash flow.
Radiation Therapy provides outpatient radiation oncology services
in its 126 treatment centers in 15 U.S. states and six Latin
American countries."
"Our rating outlook on Radiation Therapy is negative, reflecting
concern that the company can't mitigate operating headwinds
sufficiently and that already high leverage could exceed 10x.
Though covenant cushion is currently ample, we expect this to
decrease as EBITDA falls, while at the same time the company uses
its revolver to pay for acquisitions. We expect Radiation Therapy
to be under pressure for the next several quarters as 2013 rate
cuts take effect and the company continues to face negative
prostate cancer treatment volumes. With our $86 million forecast
for unadjusted EBITDA, we estimate little to no free operating
cash flow after taking at least $68 million of interest expense
and $20 million of capital expenditures into account. Our EBITDA
estimation does not include any effect of acquisition activity in
2013," S&P said.
S&P could lower the rating if prostate cancer treatments continue
to decline at a double-digit pace in the second half of 2013. If
volumes continue to erode at that pace, S&P will likely lower the
company's business risk profile to vulnerable, given their
approximate 25% exposure to this treatment category. S&P would
also consider a lower rating if the company is unable to
successfully mitigate the reduced prostate treatments and rate
cuts with sufficient cost saving measures, and debt leverage
exceeds 10.0x.
An outlook revision to stable would be predicated on the second-
half of 2013 showing at least flat volume trends for prostate
treatments. S&P could also consider a stable outlook if growth in
non-prostate treatments more than offsets the drop in prostate
volumes. Such a scenario would likely stop the downward EBITDA
trajectory while supporting S&P's weak business risk profile
score.
RITE AID: Fitch Affirms 'B-' Issuer Default Rating, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Rite Aid Corporation,
including its Issuer Default Rating (IDR) at 'B-'. The Rating
Outlook is Stable.
KEY RATING DRIVERS:
-- Rite Aid's high leverage and operating statistics that
significantly trail its two major competitors;
-- Strong market share position as the third largest U.S. drug
retailer;
-- Management's concerted efforts to improve the productivity of
its store base and manage liquidity through a series of
refinancings that have pushed out debt maturities to 2017,
working capital reductions and other cost cutting initiatives.
Rite Aid's underlying prescription count experienced volume growth
of 3.4% over the last year as Rite Aid benefited from the impasse
between Walgreens and Express Scripts (ESRX). The strong generic
wave boosted gross margins and EBITDA was $1.1 billion in fiscal
2013, surpassing the $1 billion level for the first time. Adjusted
debt/EBITDAR and EBITDAR/interest plus rent improved in fiscal
2013, ending at 6.6x and 1.4x, respectively.
Fitch expects adjusted leverage to be in the 6.7x - 7.1x range
over the next 24 months, assuming same store sales growth in the -
1% range and EBITDA in the $1 billion range.
Rite Aid's operating metrics still significantly lag those of its
largest and well-capitalized competitors, with average weekly
prescriptions per store of approximately 1,230 and an EBITDA
margin of 4.4% (versus Walgreens' EBITDA margin at 6.5% and CVS's
retail EBITDA margin at 11%). Beyond the benefit from the generic
wave and the recent benefit from gaining script volume from
Walgreens, Fitch does not expect meaningful top-line and EBITDA
expansion over the next couple of years.
Rite Aid has largely been unable to participate in the strong
industry growth largely due to capital constraints, and the
company's inability to appropriately invest in its stores remains
an ongoing concern. The Wellness+ loyalty card program and recent
remodeling activity have helped the company to stabilize its
prescription volume and see modest front-end growth. However,
capital spending remains below levels required to remain
competitive, and the company's market share could continue to
weaken over time, even in markets where it has a top-three
position. As a result, Fitch expects Rite Aid's topline to remain
modestly negative given front end same store sales expectations of
+1% and pharmacy same store sales of -1 to -2% (with prescription
growth of approximately 1%).
At March 2, 2013, Rite Aid had cash of $129.5 million and excess
borrowing capacity of approximately $1.015 billion under its
credit facility, net of $115 million in outstanding letters of
credit. Rite Aid has maintained liquidity in the $950 million -
$1.2 billion range for the past three years. Fitch expects free
cash flow, net of capital expenditures of $400 million, to be in
the $200 million range over the next couple of years, which will
enable the company to modestly reduce debt overtime. The company
has been actively refinancing its debt maturities over the past
year, pushing out the next major maturities to 2017. Fitch expects
the company will continue to look for opportunity to extend
maturities and lower the average cost of debt as bonds become
callable.
RATING SENSITIVITIES
Positive: A positive rating action is unlikely at this point,
given the lack of visibility on EBITDA growth and material debt
reduction.
Negative: A negative rating action could result from deteriorating
sales and profitability trends that lead to liquidity concerns
and/or the company's inability to address debt maturities in a
timely fashion.
RECOVERY CONSIDERATIONS
The issue ratings shown above are derived from the IDR and the
relevant Recovery Rating. Fitch's recovery analysis assumes a
liquidation value under a distressed scenario of approximately $6
billion on inventory, receivables, owned real estate, and
prescription files. The $1.795 billion revolving credit facility,
the $1.161 billion Tranche 6 term loan, and the $650 million
senior secured notes due August 2020 have a first lien on the
company's cash, accounts receivable, investment property,
inventory, and script lists, and are guaranteed by Rite Aid's
subsidiaries, giving them an outstanding recovery (91%-100%).
The $1.795 billion revolving credit facility is due to mature in
2018. However, there is a springing maturity in the event that
Rite Aid does not repay, refinance or otherwise extend the $500
million 7.5% second lien notes or the $810 million senior notes,
both due in 2017, prior to 91 days before their respective
maturities. The senior secured credit facility will require the
company to maintain a minimum fixed charge coverage ratio of 1.0x
only if availability on the revolving credit facility is less than
$150 million. Rite Aid's fixed charge coverage ratio was above the
minimum required amount at the end of the last quarter.
Rite Aid's senior secured notes that have a second lien on the
same collateral as the revolver and term loans and that are
guaranteed by Rite Aid's subsidiaries are also expected to have
outstanding recovery prospects. Given the amount of secured debt
in the company's capital structure, the unsecured guaranteed notes
are assumed to have below-average recovery prospects (11%-30%) and
the unsecured non-guaranteed notes and convertible bonds are
assumed to have poor recovery prospects (0%-10%) in a distressed
scenario.
Fitch has affirmed Rite Aid Corporation's ratings as follows:
-- IDR at 'B-';
-- Secured revolving credit facility and term loans at 'BB-/RR1';
-- First and second lien senior secured notes at 'BB-/RR1';
-- Guaranteed senior unsecured notes at 'CCC+/RR5';
-- Non-guaranteed senior unsecured notes at 'CCC/RR6'.
The Rating Outlook is Stable.
ROTECH HEALTHCARE: Hiring Approvals Sought
------------------------------------------
BankruptcyData reported that Rotech Healthcare filed with the U.S.
Bankruptcy Court motions to retain:
-- KPMG (Contact: Glennon E. Moyers) as special advisor at the
following hourly rates: managing director at 4425, director
at 375, manager at 300, senior associate at 250 and
associate at 150; and
-- Foley & Lardner (Contact: Lawrence W. Vernaglia) as attorney
at the following hourly rates: partner at $500 to 950,
senior counsel at 450 to 750, associate at 300 to 500 and
paraprofessional at 90 to 360.
The board of directors' special committee also filed a motion to
retain Davis Polk & Wardwell (Contact: Donald S. Bernstein) as
counsel at an hourly rate capped at $985, the BData report also
related.
About Rotech Healthcare
Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services. The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.
The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.
The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.
On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.
Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.
Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.
ROTECH HEALTHCARE: Seeks to Sack Equity Committee
-------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Rotech Healthcare
Inc. on Friday asked a Delaware bankruptcy judge to disband the
recently formed shareholders committee, with the medical equipment
maker saying it shouldn't be forced to foot the bill for a group
that has no economic interest in the Chapter 11 case.
According to the report, Rotech contends the statutory committee
of equity security holders, formed by the U.S. Trustee April 24,
will prove a drag on its proposed reorganization, needlessly
increasing costs on behalf of a constituency that is out of the
money.
About Rotech Healthcare
Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services. The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.
The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.
The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.
On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.
Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.
Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.
RUBIN FAMILY: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Lead Debtor: Rubin Family Irrevocable Stock Trust
25 Highland Blvd.
Dix Hills, NY 11746
Bankruptcy Case No.: 13-72193
Chapter 11 Petition Date: April 27, 2013
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Dorothy Eisenberg
Debtor's Counsel: Paul Rachmuth, Esq.
265 Sunrise Highway, Ste. 62
Rockville Centre, NY 11570
Tel: (516) 330-0170
E-mail: paul@paresq.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
Affiliates that simultaneously filed separate Chapter 11
petitions:
Debtor Case No.
------ --------
Robert M Rubin Family Realty Trust 13-72194
Assets: $500,001 to $1,000,000
Debts: $1,000,001 to $10,000,000
Margery Rubin 13-72195
The petitions were signed by Margery Rubin, Trustee.
A. Rubin Family Irrevocable Stock Trust did not file a list of its
largest unsecured creditors together with its petition.
B. Robert M Rubin Family Realty Trust did not file a list of its
largest unsecured creditors together with its petition.
SANMINA CORP: Debt Reduction Prompts Moody's to Raise CFR to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on Sanmina
Corporation -- Corporate Family to Ba3 from B1, Probability of
Default to Ba3-PD from B1-PD, and unsecured notes to B1 from B2.
Moody's also affirmed the Speculative Grade Liquidity Rating at
SGL-2. The rating outlook is stable.
Ratings Rationale:
The upgrade of Sanmina's CFR to Ba3 reflects the significant
reduction in debt and financial leverage over the last several
years. Since fiscal year end 2011, Sanmina has repaid over $420
million of gross debt, and funded debt is now about one half the
amount as in 2008. Along with a reduction in interest expense and
lengthening of the company's debt maturity profile, Sanmina's
overall credit protection measures are now consistent with the Ba3
CFR, given Sanmina's business risks. The company's business
segments in Integrated Manufacturing and Components, Products and
Services will continue to face the secular challenges affecting
its major customers in the communications, computing, defense
industrial and medical sectors. However, Sanmina's improved credit
profile affords the company greater flexibility to manage these
operating challenges. While Moody's expects Sanmina to deliver
operating margin improvements even in the face of limited revenue
growth opportunities over the next 12-18 months, profit margins
will still be quite modest with gross margins over 7.5%.
Sanmina's SGL-2 speculative grade liquidity rating indicates good
liquidity, supported by Moody's expectation of maintaining cash
balances around the $400 million level (cash balances were $412
million as of March 30, 2013). Moody's also expects Sanmina to
generate positive free cash flow of $100 to $140 million over the
next twelve months as revenue growth slows and working capital
usage declines. Sanmina has no near-term debt maturities, with the
nearest maturing debt being the $40 million mortgage due 2015.
Sanmina's productivity improvements, a variable cost structure and
better working capital management have resulted in steady free
cash flow generation, which Moody's expects to continue.
The senior unsecured notes are rated one notch lower than the CFR
reflecting the substantial amount of accounts payable at Sanmina's
non-US, operating units, where the assets are. The senior
unsecured notes are junior to the claims arising from these non-US
accounts payable.
The stable rating outlook reflects Moody's expectation that
Sanmina will continue to maintain its customer relationships, and
demonstrate good operating cost controls in response to the
softening business environment such that gross and operating
margins should remain at least above 7.5% and 3%, respectively.
The rating and outlook also assume that the company will not
materially increase its debt levels and shareholder payouts remain
well within the company's cash generating capacity.
What Could Change the Rating - Up?
Given the expected weakness in Sanmina's major market segments and
limited opportunities for outsized revenue growth, a rating
upgrade over the near term is unlikely. However, ratings could be
considered for an upgrade if Sanmina maintains gross and operating
margins of at least 8.5% and 4.0%, respectively, sustains total
debt to EBITDA under 2.5x (Moody's adjusted), successfully
executes working capital initiatives to improve DSO and inventory
days such that the cash conversion cycle improves to the mid-40
days level (Moody's adjusted), with less working capital
volatility over the cycle, and demonstrates consistent positive
free cash flow generation greater than $200 million.
What Could Change the Rating - Down?
The rating could be downgraded if Sanmina is unable to continue
operating improvements, experiences substantial revenue erosion,
such that its profitability metrics deteriorate (e.g., gross
margins below 7.0% or operating margins below 3.0% on a sustained
basis), or the company sustains negative free cash flow or its
cash levels fall below $400 million for an extended period.
Ratings would also be pressured if the company's adjusted debt to
EBITDA leverage reverts to levels above 3.5 times.
Rating Actions:
Corporate Family Rating to Ba3 from B1
Probability of Default Rating to Ba3-PD from B1-PD
Senior Unsecured Notes due 2019 -- B1 (LGD-5, 79%) from B2 (LGD-
5, 72%)
Rating Affirmed:
Speculative Grade Liquidity Rating -- SGL-2
The principal methodology used in this rating was Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Sanmina Corporation is one of the world's largest electronics
manufacturing services companies providing a full spectrum of
integrated, value-added solutions to original equipment
manufacturers. The company expects revenue of over $6.1 billion
over the next twelve months.
SBM CERTIFICATE: Files for Chapter 11 in Maryland
-------------------------------------------------
SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland.
Silver Spring-based SBM disclosed $28.7 million in assets and
$49.4 million in liabilities as of Dec. 31, 2012.
SBM Investments Certificates, Inc., and SBM Financial LLC also
sought bankruptcy protection (Case Nos. 13-17288 and 13-17294).
SBM Certificate is a wholly owned subsidiary of SBM Financial.
SBM Certificate is a face-amount certificate company registered as
such under the Investment Company Act of 1940.
Eric M. Westbury, Sr., who holds at least 5% of the voting
securities of the Debtors, signed the Chapter 11 petitions.
According to the docket, governmental entities are required to
submit proofs of claim by Oct. 23, 2013.
The Debtors' exclusive period to propose a Chapter 11 plan expires
Aug. 26, 2013.
Lawrence A. Katz, Esq., at Leach Travell Britt PC, in Tysons
Corner, Virginia, serves as counsel to the Debtors.
SHOTWELL LANDFILL: Proposes Janvier Law Firm as Counsel
-------------------------------------------------------
Shotwell Landfill, Inc., asks the Court for authority to employ
William P. Janvier and the Janvier Law Firm, PLLC, as counsel.
The Debtor selected Mr. Janvier for the reason that he has
considerable experience in Chapter 11 reorganization matters. Mr.
Janvier attests that neither he nor his firm represents or holds
any adverse interest to the Debtor or the estate.
On March 6, the Debtor provided the firm with a $5,000 retainer
for payment of services relating to the Chapter 11 preparation and
filing. The Debtor provided an additional $30,000 on March 28.
Shotwell's invoices for services and expenses, including the
filing fee in the amount of $18,900, were paid from the retainer.
Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013. The Debtor estimated $10 million to
$50 million in assets and liabilities.
SHOTWELL LANDFILL: Ordered to File Chapter 11 Plan by July 18
-------------------------------------------------------------
Shotwell Landfill, Inc., has been ordered to file a Chapter 11
plan and explanatory disclosure statement by July 18, 2013,
according to the case docket. A status hearing will be held on
May 20, 2013 at 2:00 p.m. at Raleigh Courtroom.
A week since filing for bankruptcy, the Debtor has so far filed an
application to hire counsel and one motion. The motion pertains
to the Debtor's request to pay prepetition wages and benefits owed
to employees.
Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013. The Debtor estimated $10 million to
$50 million in assets and liabilities. The Debtor tapped William
P. Janvier and the Janvier Law Firm, PLLC, as counsel.
SI ORGANIZATION: S&P Retains 'B+' Rating After $45MM Loan Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on SI
Organization Inc. are unchanged after the proposed $45 million
first-lien incremental term loan B add-on due 2016. The new debt
will increase the term loan B principal amount to $338.3 million
and the issue-level rating will remain at 'B+' (one notch above
the 'B' corporate credit rating). The recovery rating on this
debt remains '2', indicating S&P's expectation for substantial
(70%-90%) recovery for lenders in the event of a payment default.
The company will use proceeds from the proposed add-on debt to
fund the $27.5 million acquisition of a confidential target
company that is a provider of research, consulting, and technology
solutions in the realms of cyber security, wireless and mobile
applications, advanced software methodologies, and information
analytics.
In conjunction with the issuance of the new debt, the company is
also seeking to amend the existing credit agreement to remove the
existing financial maintenance covenants and replace them with a
springing consolidated leverage ratio that will only be applicable
when revolver outstandings exceed 20% of total revolver
commitments, and amend the capital expenditure limitation in
each fiscal year to the greater of $6 million and 2% of revenues.
The proposed incremental term loan will have the same terms as the
company's existing first-lien debt, including the same security
package and guarantors.
"We view this transaction as credit neutral given that we believe
the acquisition provides the company with contracts and access to
new Department of Defense customers and strengthens and adds
technical services capabilities, while it modestly increases
leverage to the mid-7x area from the low-7x area. We expect the
company to deliver low-single-digit organic revenue growth over
the next year, better than almost all its rated peers. We also
expect minor EBITDA margin degradation (0.5%-1%) as a result of
pricing pressure and the addition of lower-margin revenues from
the target company. As a result, SI's 'B' corporate credit rating
and stable outlook remain unchanged. We view the stripping out of
financial maintenance covenants as modest deterioration in
investor protection, but feel that it doesn't materially hurt
overall credit quality. The first-lien issue-level and recovery
ratings are unchanged by the incremental debt because we raised
our estimated default-level enterprise value to about $320 million
to account for the value from the acquisition target. Our
estimated recovery percentage did decline from the high end of the
70%-90% range to the low end," S&P said.
"Our ratings on SI reflect its "weak" business risk profile and
"highly leveraged" financial risk profile. The business risk
profile reflects the company's customer and contract concentration
as well as its relatively limited scale in the increasingly
competitive government contracting industry. EBITDA margins
expected to remain above direct competitors and a large recurring
revenue base from long-term contracts with key elements of the
U.S. government intelligence community partially offset these
factors. The financial risk is based on high leverage in the mid-
7x area and free operating cash flow (FOCF) to debt of about 5%,"
S&P added.
RATINGS LIST
SI Organization Inc.
Corporate Credit Rating B/Stable/--
Ratings Unchanged
SI Organization Inc.
$338.3M* first-lien term loan B due 2016 B+
Recovery Rating 2
* Includes $45M add-on.
SPRINT CAPITAL: S&P Assigns 6 'B+' Ratings on 5 Transactions
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on six
classes from five separate Sprint Capital Corp.-related repack
transactions on CreditWatch with developing implications.
All of the transactions are pass-through structures. The ratings
on the transactions are based on the ratings on one of the
following underlying securities: Sprint Capital Corp.'s 6.875%
notes due Nov. 15, 2028 ('B+/Watch Dev'); and Sprint Capital
Corp.'s 8.75% notes due March 15, 2032 ('B+/Watch Dev').
The rating action reflects the April 16, 2013, placement of S&P's
'B+' rating on the two underlying securities on CreditWatch with
developing implications. S&P may take subsequent rating actions
on these transactions due to changes in its rating assigned to the
underlying securities.
STANDARD & POOR'S 17G-7 DISCLOSURE REPORT
SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.
If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:
http://standardandpoorsdisclosure-17g7.com
RATING ACTIONS
COBALTS Trust For Sprint Capital Notes Series 2002-1
US$25 million corporate backed listed trust securities (COBALTS)
trust series sprint capital certificates series 2002-1 (underlying
security: Sprint Capital Corp.'s 6.875% notes due Nov. 15, 2028)
Rating Rating
Class To From
Certs B+/Watch Dev B+/Watch Pos
Corporate Backed Trust Certificates, Sprint Capital Note-Backed
Series 2003-17 US$25 million sprint capital note-backed series
2003-17 (underlying security: Sprint Capital Corp.'s 6.875% notes
due Nov. 15, 2028)
Rating Rating
Class To From
A-1 B+/Watch Dev B+/Watch Pos
PPLUS Trust Series SPR-1
US$42.515 million trust certificates series SPR-1 (underlying
security: Sprint Capital Corp.'s 6.875% notes due Nov. 15, 2028)
Rating Rating
Class To From
Cert B+/Watch Dev B+/Watch Pos
Structured Asset Trust Unit Repackagings (SATURNS) Sprint Capital
Corp. Debentures Backed Series 2003-2
US$30 million callable units series 2003-2 (underlying security:
Sprint Capital Corp.'s 8.75% notes due March 15, 2032)
Rating Rating
Class To From
A B+/Watch Dev B+/Watch Pos
B B+/Watch Dev B+/Watch Pos
Structured Repackaged Asset Backed Trust Securities (STRATS) Trust
For Sprint Capital Corp. Securities Series 2004-2
US$38 million certificates series 2004-2 underlying security:
Sprint Capital Corp.'s 6.875% notes due Nov. 15, 2028)
Rating Rating
Class To From
A-1 B+/Watch Dev B+/Watch Pos
SSH HOLDINGS: S&P Gives 'B' CCR & Rates $160MM Toggle Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to SSH Holdings Inc., the direct parent of
Egg Harbor Township, N.J.-based Spencer Spirit Holdings Inc.
S&P also assigned a 'CCC+' issue-level rating to SSH Holdings
Inc.'s $160 million PIK toggle notes. The recovery rating is '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default. S&P also affirmed
its 'B' issue-level rating on the company's existing $175 million
senior secured notes. The recovery rating is '4', indicating
S&P's expectation for average (30%-50%) recovery of principal in
the event of default. S&P is also revising its outlook on Spencer
Spirit Holdings Inc. to negative from stable and affirming its 'B'
corporate credit rating.
The outlook is negative, due to the worsening credit protection
metrics following this transaction and S&P's expectation for
limited deleveraging in the coming year. Spencer will use cash
and the proceeds from the PIK toggle notes to fund a stock
repurchase of approximately $165 million, as well as pay fees and
other expenses.
"Our speculative-grade rating on SSH Holdings Inc. reflects its
"highly leveraged" financial risk profile as a result of this
transaction, and incorporates our view that continued spending for
Spirit store expansion and Spencer's store remodeling will likely
contribute to only modest cash flow generation in the near term,"
said credit analyst Diya Iyer. "It also incorporates our
"vulnerable" assessment of the company's business risk profile,
reflecting its participation in the intensely fragmented specialty
retail industry, exposure to the highly seasonal, holiday and
costume businesses, and growth plans in the Halloween pop-up
sector, which has faced increased competition and unseasonably bad
weather in recent years."
The rating outlook is negative. S&P believes Spencer Spirit's
credit measures will experience little change over the near term
as sales improve only modestly and store expansion and remodeling
uses most of the company's cash generation.
S&P would consider lowering its rating if Halloween competition
continues to increase and revenue growth is below S&P's
expectations, resulting in margin pressure as the company marks
down excess inventory. This would lead to gross margins declining
more than 100 bps and a sales decline of more than 4%. It would
also lead to a decline in liquidity to fund operating requirements
including interest expense and capital expenditure, with leverage
in the low 6.0x range and coverage approaching the mid-1.0x range
over the next 12 months.
S&P would consider revising its outlook to stable if continued
successful store expansion results in a stronger market position
and higher cash flow, with leverage approaching the mid-4.0x and
coverage in the low-3.0x range. However, given S&P's current
assessment of the company's business risk profile and expectation
for modest operational gains, S&P do not expect to raise its
ratings over the near term.
STOCKTON, CA: Pensions Primacy May Be Issue for U.S. Court in July
------------------------------------------------------------------
Jim Christie, writing for Reuters, reported that a U.S. judge in
July could take up the issue of whether a bankrupt city can shield
workers' pensions while inflicting heavy losses on bond holders
and other creditors, a lawyer for California's pension fund for
public employees said on Friday.
According to the Reuters report, since filing for bankruptcy last
year, the California city of Stockton has made a point of
maintaining payments to the California Public Employees'
Retirement System, or Calpers, while targeting creditors for steep
losses.
Reuters related that whether Stockton may press on with that
approach could be taken up in coming weeks by U.S. Bankruptcy
Judge Christopher Klein, who did not take up the matter during a
three-day trial last month on Stockton's eligibility for
bankruptcy. Instead, he ruled the city of about 300,000
established it is eligible to proceed with its bankruptcy case and
craft a so-called plan of adjustment for its debts. But Klein at
the same time signaled the closely watched role of Calpers in
Stockton's bankruptcy case could come into focus when the plan of
adjustment emerges.
Stockton aims to file the plan in the third quarter with an eye
toward exiting bankruptcy by the end of the year. That means the
plan could be put to Klein as early as July, Michael Gearin, an
attorney for Calpers in the Stockton case, told Reuters.
Stockton is the biggest U.S. city to pursue Chapter 9 bankruptcy,
a move the city made in the face of a $26 million shortfall that
years of steep spending cuts failed to prevent.
SUPERMEDIA: Gets Plan Confirmed, Can Proceed with Dex One Merger
----------------------------------------------------------------
SuperMedia, Inc. and its debtor affiliates has obtained bankruptcy
court approval of their joint prepackaged Chapter 11 plan and
disclosure statement, allowing the Yellow Pages publisher to
proceed with its merger deal with Dex One Corporation, et al.
Bankruptcy Judge Kevin Gross on Monday entered an order confirming
the SuperMedia Plan and approving the accompanying disclosure
statement. On review, the judge concluded that the Plan
satisfiesteh confirmation requirements under the Bankruptcy Code.
The Plan has been found to be proposed in good faith, to have
established plan feasibility, and to provide for the treatment of
claims and interests in the Debtors.
Directory firms SuperMedia and Dex One previously announced in
August of a merger agreement between them that will result in
combined company with improved cost synergies. They were,
however, unable to get the consent of all of their secured
lenders. Thus, they felt the need to go the Chapter 11 route to
get a court directive to essentially effectuate the merger.
As previously reported by The Troubled Company Reporter on April
4, 2013, the SuperMedia Plan provides for a 100% recovery for
administrative claims, priority tax claims, and professional
claims; other secured and priority claims; $219 million allowed
subordinated notes claims; credit facility claims; and general
unsecured claims. Intercompany interests will be left unaltered.
Holders of SuperMedia interests will get Newdex common stock, and
SuperMedia interests will be extinguished on the Plan Effective
Date. A copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/SuperMedia_Plan_Outline.pdf
http://bankrupt.com/misc/SuperMedia_Plan_Outline2.pdf
A copy of the SuperMedia April 29 Confirmation Order is available
for free at http://is.gd/p1JVpc
About SuperMedia
Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers. Idearc was
spun off from Verizon Communications, Inc., in 2006.
At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.
SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp. SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.
Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel. Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.
This is also SuperMedia's second stint in Chapter 11. Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.
SURGICAL CARE: S&P Retains 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Surgical Care Affiliates' senior secured credit
facility to '4' from '3', after the company announced a proposed
$291 million add-on to its existing senior secured credit
facilities. The '4' recovery rating indicates S&P's expectation
for average (30% - 50%) recovery in the event of a payment
default. S&P's 'B' corporate credit rating and issue-level
ratings on the company's secured debt are unchanged.
RATINGS LIST
Surgical Care Affiliates
Corporate Credit Rating B/Stable/--
Recovery Ratings Revised/Issue Ratings Unchanged
To From
Surgical Care Affiliates
Senior Secured B B
Recovery Rating 4 3
T-BONES' PLACE: Files Bankruptcy to Avert Sheriff's Sale
--------------------------------------------------------
T-Bones' Place LLC filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Case No. 13-80479) on April 24, averting a
sheriff's sale of its assets.
The Debtor estimated less than $50,000 in assets and liabilities.
The Debtor is represented by:
Gerald R. Miller, Esquire
GERALD R. MILLER, P.C.
Attorney at Law
112 N. 7th St
P.O. Box 2667
Muskogee, OK 74402-2667
Tel: (918) 687-1347
E-mail: jody2@gmillerpc.com
- and -
Thomas E. Schafer, III
328 Lafayette Street
New Orleans, LA 70130
Tel: (504)522-0203
Fax: (504)523-2795
E-mail: tomschafer37@icloud.com
Josh Newton, writing for Tahlequah Daily Press, reports Arvest
Bank filed foreclosure proceedings against TBones' Place, Charles
K. Wilkerson, Katherine E. Wilkerson, and several other defendants
last September. As a result of the foreclosure, Arvest asked for
a sheriff's sale of the property at 10 a.m. on April 24, but the
sale was recalled when the bankruptcy filing was made about an
hour before the auction.
The report relates that in a press release earlier in April,
Orpheum Property Inc. announced it had acquired the physical
location of T-Bones', along with naming and branding rights, and
had formed T-Bones' Management Co. to oversee the expansion of the
brand, including establishment of a restaurant in Fayetteville.
The report says bankruptcy documents were signed by Tyrus C.
Young, who is listed as the manager.
THERAPEUTICSMD INC: Common Stock Listed on NYSE Under "TXMD"
------------------------------------------------------------
TherapeuticsMD, Inc.'s common stock has been approved for listing
on the NYSE MKT, the premier U.S. equities market for listing and
trading of small growth companies under the ticker symbol "TXMD".
"Becoming a NYSE MKT-listed company will provide enhanced trading
liquidity for current and future shareholders while enabling us to
attract a broader investor base. We view this as significant step
in the development of our company," stated Rob Finizio, chief
executive officer and co-founder of TherapeuticsMD.
"We are pleased to welcome TherapeuticsMD to the NYSE MKT family
of listed companies," said Scott Cutler, EVP and Co-Head of U.S.
Listings and Cash Execution at NYSE Euronext. "TXMD will be
joining other growth-oriented companies in the U.S. taking
advantage of the NYSE's advanced and innovative market model to
offer a premier value for listing and trading their stocks."
Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women. The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics. The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.
The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.
The Company's balance sheet at Dec. 31, 2012, showed $5.8 million
in total assets, $7.2 million in total liabilities, and a
stockholders' deficit of $1.4 million.
TRIDENT RESOURCES: S&P Lowers Corporate Rating to 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate rating on Alberta-based Trident Resources Corp. to
'CCC+' from 'B-'. The outlook is negative. At the same time,
Standard & Poor's lowered its issue-level rating on subsidiary
Trident Exploration Corp.'s senior unsecured debt to 'B-' from
'B'. The '2' recovery rating on the unsecured notes is unchanged,
and reflects S&P's view that bondholders can expect substantial
(70%-90%) recovery in a default scenario.
The downgrade reflects S&P's opinion that without external
funding, or significant improvement in natural gas prices,
Trident's existing operations will not be able to generate
sufficient funds from operations (FFO) to fund its maintenance
capex beyond fiscal 2013 (year ended Dec. 31). "We acknowledge
that the above-market price gas hedges in place will provide the
company with the cash flow to fund its maintenance capex and
finance expenses through 2013; however, S&P believes it needs
external funding to sustain its current operations through 2014,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.
The ratings on Trident reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile. The ratings reflect what
Standard & Poor's views as Trident's operations in the exploration
and production (E&P) industry, exposure to natural gas prices,
deteriorating credit measures, and less-than-adequate liquidity.
That 75% of the company's 2013 gas production is hedged at above
market prices marginally offsets the weaknesses, in S&P's opinion.
Trident is a small E&P company with most of its coal bed methane
production from Alberta. As of Dec. 31, 2012, the company had a
reserve base of 416 billion cubic feet equivalent and an average
production of about 65 million cubic feet per day. As of Dec. 31,
it had about C$291 million in adjusted debt, which includes
adjustments for asset-retirement obligations (about C$14 million),
and, accrued interest and operating leases (about C$5 million in
total).
Although its existing hedges and capital flexibility will allow
the company to fund 2013 capex plans, S&P believes Trident's
operations are unsustainable at current natural gas prices unless
it improves its cash flow and liquidity. The negative outlook
reflects Standard & Poor's expectations that there is a lower
likelihood of the strategic review process being completed
successfully due to sustained low natural gas prices.
S&P is likely to take a negative rating action if Trident's
liquidity continues to deteriorate, or the likelihood of a default
or distressed exchange increases.
S&P could take a positive rating action if its view of the
company's liquidity improves, following a transformational
transaction, such that it can fund its maintenance capex and
financing expenses while sustaining its competitive cost profile.
TRINITY COAL: Moelis & Company Approved as Financial Advisor
------------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky early this month authorized Trinity
Coal Corporation, et al., to employ Moelis & Company LLC as
financial advisor and investment banker.
About Trinity Coal
Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.
Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork. The Kentucky Operations produced compliance and low
sulfur steam coal. Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.
Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.
Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.
On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases. An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.
TRINITY COAL: Bingham Greenebaum Approved as Bankruptcy Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Trinity Coal Corporation, et al., to employ Bingham
Greenebaum Doll LLP as co-counsel. BGD has a valid and perfected
security interest in $22,582 retainer it holds to secure the
payment of its allowed legal fees and expenses.
About Trinity Coal
Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.
Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork. The Kentucky Operations produced compliance and low
sulfur steam coal. Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.
Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.
Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.
On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases. An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.
TRINITY COAL: Curtis Mallet-Prevos Approved as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Trinity Coal Corporation, et al., to employ Curtis,
Mallet-Prevost, Colt & Mosle LLP as counsel.
Curtis having voluntarily agreed to provide the Debtors with a 10%
across-the-board discount of the respective applicable hourly
billing rates charged by its professionals and paraprofessionals,
and also to not charge the Debtors for proofreading or word
processing charges even though Curtis regularly charges its
clients for such costs on an as-used basis.
Curtis has represented the Debtors in connection with the trustee
motion, the involuntary petitions and various related matters.
The hourly rates of Curtis professionals are:
Partners $740 - $860
Counsel $510 - $635
Associates $305 - $600
Paraprofessionals $190 - $240
Managing Clerks $450
Other Support Personnel $55 - $325
During the 90 days prior to the relief date, the Debtors paid
Curtis a retainer of $650,000 to provide payment in advance, and
in full, for fee and expenses Curtis required and incurred, to and
on account of the debtors during the gap period -- Feb. 19, 2013,
to March 4, 2013.
To the best of the Debtor's knowledge, Curtis is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Trinity Coal
Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.
Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork. The Kentucky Operations produced compliance and low
sulfur steam coal. Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.
Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.
Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.
On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases. An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.
VCA ANTECH: Share Repurchase Program No Impact on Moody's Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service said that while VCA Antech, Inc.'s
announcement that its board had authorized a $125 million share
repurchase program is credit negative, it does not currently
impact the Ba2 Corporate Family Rating, or stable outlook.
The principal methodologies used in this rating were Global
Business & Consumer Service Industry Methodology published in
October 2010, and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.
Headquartered in Los Angeles, California, VCA operates
approximately 604 animal hospitals and 56 veterinary laboratories
in the U.S. and Canada. VCA provides veterinary services and
diagnostic testing to support veterinary care, and sells
diagnostic imaging equipment and other medical technology products
and related services to the veterinary market. VCA generated
revenues of $1.7 billion during 2012.
VILLAGES AT CAPITAL: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Villages at Capital Pointe, LLC
59227 Van Dyke
Washington Twp., MI 48094
Bankruptcy Case No.: 13-48429
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Thomas J. Tucker
Debtor's Counsel: Ryan D. Heilman, Esq.
WOLFSON BOLTON, PLLC
3150 Livernois, Suite 275
Troy, MI 48083
Tel: (248) 247-7070
Fax: (248) 247-7099
E-mail: rheilman@wolfsonbolton.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A copy of the Company's list of its 15 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb13-48429.pdf
The petition was signed by Micahel Magnoli, manager.
WARNER MUSIC: S&P Affirms 'B+' CCR & Rates $820MM Loan 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'B+' corporate credit rating on Warner Music Group Corp.
(WMG), and removed them from CreditWatch, where they were placed
with negative implications on Feb. 11, 2013. The outlook is
negative.
At the same time, S&P assigned the company's proposed $820 million
senior secured first-lien incremental term loan an issue-level
rating of 'BB-', with a recovery rating of '2', indicating
substantial (70% to 90%) recovery for debtholders in the event of
a payment default.
In addition, S&P revised its recovery rating on WMG's $765 million
unsecured notes to '5', indicating modest (10%-30%) recovery in
the event of a payment default, from '6' (0%-10% recovery
expectation). S&P subsequently raised its issue-level rating on
this debt to 'B' from 'B-'.
Standard & Poor's Ratings Services' corporate credit rating and
negative outlook reflect continued uncertainty surrounding
industry wide revenue and profitability trends affecting WMG over
the intermediate term, despite recent signs of stabilization in
the industry. Additionally, although the acquisition of U.K.-
based Parlophone Label Group enhances WMG's worldwide portfolio of
artists and music, the transaction will be fully funded with debt,
resulting in pro forma leverage in the mid-6x area (excluding
potential cost synergies). As a result, S&P believes the
transaction could result in slower deleveraging over the near term
than S&P previously anticipated. The acquisition also will likely
lower near-term discretionary cash flow generation from current
levels in the $150 million area, largely because of cash costs of
realizing business combination benefits, which are typically
sizable in the music industry and often involve more than a year
to realize. The acquisition is expected to close in mid-year
2013, subject to European regulatory approval.
S&P's characterization of WMG's business risk profile as "fair"
reflects the diverse nature of the combined company's music
portfolio and modest growth in music publishing. S&P's business
risk assessment also reflects the volatile nature of the recorded
music industry and S&P's expectation of continued physical sales
declines, which should be somewhat offset by growth in digital
over the intermediate term. S&P views the financial risk profile
as "highly leveraged," considering WMG's high debt-to-EBITDA ratio
and the lack of visibility regarding the pace of leverage
reduction given uncertain industry trends. These factors are
modestly offset by WMG's "strong" liquidity. Our management and
governance assessment of the company is "fair."
WATERSTONE AT PANAMA: Has Until May 2 to File Schedules
-------------------------------------------------------
The Hon. Timothy J. Mahoney of the U.S. Bankruptcy Court for the
District of Nebraska extended until May 2, 2013, Waterstone at
Panama City Apartments, LLC's time to file schedules of assets and
liabilities, and statement of affairs.
Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013. Bankruptcy Judge Timothy J. Mahoney presides
over the case. William L. Biggs, Jr., Esq., at Gross & Welch,
P.C., L.L.O., represents the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets as of
the Chapter 11 filing. The petition was signed by Edward E.
Wilczewski, manager.
WATERSTONE AT PANAMA: May 6 Hearing on Hiring of Special Counsel
----------------------------------------------------------------
The Hon. Timothy J. Mahoney of the U.S. Bankruptcy Court for the
District of Nebraska will convene a hearing on May 6, 2013, at
9 a.m., to consider Waterstone at Panama City Apartments, LLC's
request to employ Douglas L. Smith and the law firm of Burke Blue
Hutchison Walters & Smith, P.A. as special counsel.
Mr. Smith and the firm will represent the Debtor in the mortgage
foreclosure action pending in the Circuit Court of the Fourteenth
Judicial Circuit in and for Bay County, Florida and captioned
Lenox Mortgage XVIII LLC v. Waterstone at Panama City Apartments,
LLC. In that litigation, the Debtor is represented by the firm
and Mr. Smith.
The Debtor relates that neither Mr. Smith nor the firm have
received, and it is not contemplated that either will receive, any
lien or other interest in the property of the Debtor or of a third
party to secure payment of its fees. No compensation will be paid
by the Debtor to Mr. Smith or the firm except upon application or
notice to and approval by the Bankruptcy Court.
To the best of the Debtor's knowledge, neither Mr. Smith nor the
firm have any connection with the creditors, or any other party-
in-interest.
Creditor Lenox Mortgage XVIII LLC has objected to the Debtor's
motion.
About Waterstone at Panama City Apartments, LLC
Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013. Bankruptcy Judge Timothy J. Mahoney presides
over the case. William L. Biggs, Jr., Esq., at Gross & Welch,
P.C., L.L.O., represents the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets as of
the Chapter 11 filing. The petition was signed by Edward E.
Wilczewski, manager.
WEST PENN ALLEGHENY: Highmark Takeover Has Conditional Approval
---------------------------------------------------------------
The Associated Press reports that health insurance giant Highmark
Inc. received conditional approval Monday from Pennsylvania
regulators to take over the financially troubled West Penn
Allegheny Health System as part of its plan to compete with UPMC,
the University of Pittsburgh Medical Center's health system and
western Pennsylvania's dominant network, for patients and their
health-care dollars. Pennsylvania's insurance commissioner,
Michael Consedine, called the takeover a landmark transaction,
while proponents of the deal hope it will slow the growth of
health-care costs and improve health care in western Pennsylvania.
The report recounts Highmark notified the Insurance Department in
2011 of its planned $475 million takeover of the West Penn health
system. The deal also requires Highmark to pay West Penn
bondholders $635 million, making its investment $1.1 billion.
The report says Highmark spokesman didn't immediately respond to
a request for comment. At the end of 2012, Highmark reported a
surplus of $4.1 billion to the state Insurance Department.
WESTERN GAS: S&P Raises Corp. Credit Rating From 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit and senior unsecured debt ratings on Western Gas Partners
L.P., a master limited partnership (MLP) focused on the midstream
energy sector, to 'BBB-' from 'BB+'. The outlook is stable. At
the same time, S&P withdrew the '3' recovery rating on the senior
unsecured notes.
The ratings on Western Gas reflect a "satisfactory" business risk
profile and a "significant" financial risk profile. The
partnership's creditworthiness benefits from high strategic
importance to and tight integration with parent Anadarko Petroleum
Corp.
"The ratings action reflects Western Gas' increased scale and
diversity, as well as a longer track record of managing to a 3.5x
debt to EBITDA ratio as it pursues growth opportunities," said
Standard & Poor's credit analyst Manish Consul.
Western Gas' cash flow stability represents its primary credit
strength. Although its midstream systems are exposed to
throughput declines, the partnership gets most of its cash flow
from liquids-rich natural gas plays where production is likely to
increase. Its contract mix is increasingly fee-based and it has
an arrangement with sponsor Anadarko, whereby Anadarko effectively
insulates Western Gas from direct commodity price risk for
virtually all of its commodity price-sensitive natural gas-
processing contracts.
Offsetting those strengths are the partnership's still somewhat
limited geographic diversity and small scale relative to most
investment-grade peers, as well as its MLP structure, which gives
it greater incentives to pay out most free cash flow (after
maintenance capital spending) to unitholders each quarter. The
partnership's significant financial risk profile reflects S&P's
expectation that debt to EBITDA will stay below the 3.5x area
while overall EBITDA is likely to increase to about $450 million
by 2013.
The stable outlook reflects the partnership's strong growth
potential, a mostly fee-based business, continued moderate
financial leverage, and S&P's increased confidence that Western
Gas is a highly strategic subsidiary of its ultimate sponsor,
Anadarko.
An upgrade would require a considerable increase in cash flows and
geographic diversity, while maintaining a predominantly fee-based
model with debt to EBITDA of below 3.5x. S&P could lower the
ratings if there is a change in financial policy such that the
company maintains debt to EBITDA of more than 3.75x. S&P could
also lower the ratings if lower throughput volumes and a weak
economy delay or affect its current expectations of greater scale.
Anadarko's ratings could also have a bearing on those of Western
Gas. More specifically, S&P would not expect Western Gas's
ratings to be higher than Anadarko's due to Anadarko's control,
the customer concentration to Anadarko, and the aforementioned
hedging agreements between the two companies. In addition, if
Anadarko's ratings were to be raised, S&P would not necessarily
raise the ratings on Western Gas in lock-step.
WGC REAL ESTATE: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: WGC Real Estate, LLC
14240 W. 151st Street
Homer Glen, IL 60491
Bankruptcy Case No.: 13-17362
Chapter 11 Petition Date: April 25, 2013
Court: U.S. Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Pamela S. Hollis
Debtor's Counsel: David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
615B S. LaGrange Road
LaGrange, IL 60525
Tel: (708) 937-1264
Fax: (708) 937-1265
E-mail: courtdocs@davidlloydlaw.com
Scheduled Assets: $1,200,000
Scheduled Liabilities: $7,140,374
A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-17362.pdf
The petition was signed by James B. Ludwig, president.
YARWAY CORPORATION: Meeting to Form Creditors' Panel on May 6
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 6, 2013, at 10:00 a.m. in
the bankruptcy case of Yarway Corporation. The meeting will be
held at:
The DoubleTree Hotel
700 King Street
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) to deal with claims arising from asbestos
containing products it allegedly sold as early as the 1920s.
Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls. Based in Pennsylvania,
Yarway was a privately owned company until 1986 when KeyStone
International, Inc. bought equity in the company. Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.
* Fitch: US Card Issuer Portfolio Growth to Push Provisions Higher
------------------------------------------------------------------
U.S. credit card issuers will likely report growing loss
provisions through the remainder of the year as they begin to
report stronger portfolio growth and asset quality metrics rise
from historical lows, according to Fitch. "All of the major
issuers again released reserves in the first quarter, but we do
not expect this trend to continue in coming quarters," Fitch says.
"We do not expect a near-term spike in card losses, as early-stage
delinquencies hit new historic lows for several issuers in the
first quarter. We believe modest worsening in chargeoff and
delinquency rates, together with portfolio growth, will lead most
issuers to boost provisions later in the year
"Portfolio contraction was reported by the larger issuing banks,
including Bank of America, Citigroup and JPMorgan, in both fourth-
quarter 2012 and first-quarter 2013. However, purchase volumes
were up 4.4% on average for the group, which we believe signals an
eventual bottoming out in portfolio size.
"American Express and Discover reported their eighth and seventh
consecutive quarters of growth, respectively. This has been
supported by higher average purchase volume growth on their cards;
up 5.8% on average in the first quarter.
"The activity of card transactors, or those who repay their bill
in full each month, continues to outpace that of revolvers. Still,
we expect full-year 2013 portfolio growth to be in the low to
midsingle-digit percentage range for the industry as a whole. This
contrasts with average portfolio contraction of 1.23% in the first
quarter, excluding Capital One, whose growth has been affected by
the HSBC acquisition (closed in May 2012). Purchase volume
expansion should support the turnaround in card portfolio size
trends.
"Credit provision increases will likely represent a headwind for
industry profitability through the remainder of the year. Card
segment profitability remained solid in the first quarter, but the
contribution from reserve releases is diminishing. The top seven
U.S. issuers posted a return on average loans of 4.1% in first-
quarter 2013 compared with 4.3% in first-quarter 2012."
* Fitch Says Speculative Credit Quality Remains Strong
------------------------------------------------------
Credit metrics of speculative grade issuers have stabilized and
show signs of plateauing, according to Fitch Ratings' in its
latest installment of the 'Leveraged Finance Stats Quarterly -
Fourth Quarter 2012.' Fitch does not view the incremental leverage
experience in the fourth quarter and expected in the first quarter
to be either outside of expected rating levels or indicative of a
deteriorating credit environment.
Aggregate debt levels in the portfolio have moderately risen, (by
over $31 billion) representing a a5% year-over-year increase.
However minor EBITDA margin expansion has allowed for solid
absolute EBITDA levels, offsetting higher debt levels. This has
resulted in leverage in the portfolio to modestly increase to 4.4
times (x) for 2012 relative to 4.3x for 2011.
Fitch observed a growing divergence between 'BB' and 'B' credit
profiles. 'BB' rated issuers leverage increases have been more
modest than 'B' rated issuers as year-over-year leverage increased
to 3.2x from 3.0x compared to 5.2x from 4.8x, respectively.
However leverage for both rating levels remain below peaks
experienced through the credit crisis and remain within expected
rating levels.
Issuers have continued to demonstrate conservative uses of
proceeds and credit discipline in the market has been sound.
Stronger balance sheets and ease of access to debt markets has
provided issuers comfort with current debt levels. In 2012 credit
profiles for both 'BB' and 'B' rated issuers experienced a
strengthening of liquidity positions, extended maturity profiles,
and lower interest costs.
Overall liquidity positions remain strong as issuers have
maintained a sound liquidity. On average, 'BB' rated issuers have
approximately 81% available on their revolving credit facilities
versus 72% for 'B' rated issuers.
Free cash flow (FCF) in the fourth quarter was pressured from an
increase in dividends related to tax policy uncertainties. This
ultimately resulted in 2012 FCF in the portfolio declining almost
$13 billion to $6 billion for 2012. Total dividends in 2012
totaled $16 billion, and combined with share repurchases almost
$22 billion was returned to shareholders in 2012.
The first quarter repricing wave experienced in the leveraged loan
space further allowed issuers to reprice their capital structures
at more attractive rates. Interest cost savings are just starting
to take effect in current coverage metrics. Improvements should
begin to be fully realized in 2013, as interest coverage has
remained relatively flat through 2012 for both 'BB' and 'B' rated
issuers at 5.0x and 2.8x, respectively.
Enhancements to credit profiles in 2013 could be limited as a
challenging top-line growth environment persists and capacity for
further cost cutting remains difficult. Further improvements in
interest coverage are however expected as discussed earlier.
Stable credit profiles for most high-yield issuers should allow a
buffer to withstand a prolonged period of weak economic growth or
a macroeconomic shock.
* Moody's Notes Strong Performance of Midstream Sector
------------------------------------------------------
The continued positive outlook for the North American midstream
sector reflects the ongoing boom in hydrocarbon production, and
the infrastructure spending required to support it, Moody's
Investors Service says in a new report, "Midstream Infrastructure
Spending Boom Continues, Even as Growth Moderates."
"High oil prices and booming shale production of oil and natural
gas will keep new infrastructure in high demand," says Moody's
Vice President -- Senior Analyst, Andrew Brooks. "And this will
contribute to higher earnings and cash flow in the midstream
industry over the next 12 to 18 months."
Capital spending by midstream companies that Moody's rates is
projected to grow by around 30% this year, Brooks says, and this
comes on top of a 65% increase last year. And while all capital
projects have inherent cost and execution risks, companies are
generally taking on smaller and more manageable projects than in
the past.
Companies such as Kinder Morgan Energy Partners and Sunoco
Logistics Partners will benefit from transportation agreements for
the Eagle Ford Shale, the Marcellus Shale and the Permian Basin.
And Enbridge Inc. and Enterprise Products Partners, L.P. should
complete their Seaway Pipeline expansion by 2014, bringing mid-
continent crude oil to refineries on the Gulf Coast.
Rising production volumes as well as organic growth will drive
cash flows higher for midstream companies through 2014.
"Although EBITDA growth will slow because of headwinds from weak
prices for natural gas and natural gas liquids, EBITDA will still
grow at nearly the pace of last year's 10% increase," Brooks says.
"Midstream companies will continue attracting investors seeking
earnings growth, good asset quality and high yields."
* Moody's Says Performance of US Multifamily REITs Cooling Down
---------------------------------------------------------------
Moody's Investors Service's rating outlook for the multifamily
sector of real estate investment trusts (REITs) remains stable,
and its outlook for REITs multifamily sector's fundamentals
continues to be positive. However, any further improvement in the
sector will be more gradual through the rest of this year and into
next.
"The multifamily REITs we rate have signaled that sector
fundamentals are set to cool after two strong years," said Moody's
Vice President -- Senior Analyst Chris Wimmer, author of a new
report, "US REITs: Multifamily Sector Set to Cool After Two Hot
Years."
Forecasts for an increase in average same store net operating
income of 5.3% in 2013 are down from 7.2% in 2012. The strong
performance across the sector in recent years was as a result of
the recovery in occupancies and rents to pre-recession levels,
which in turn stemmed from the low level of new apartment
construction, growth in new household formation despite weak job
growth, and uncertainty about the single-family market.
"Current conditions are not as strong as they had been since
recovering in 2010 and it will be harder to find opportunities for
multifamily REITs to improve their balance sheets, strengthen
their coverage ratios and upgrade their apartment portfolios,"
said Wimmer.
The Moody's report noted that the positive trends of recent years
have translated directly into either affirmations or upgrades to
ratings. The upgrades were supported in a few cases by companies
lowering secured debt and expanding their unencumbered portfolios
as they transition to unsecured platforms. The rating agency
expects fewer upgrades over the next 12 to 18 months.
Moody's currently rates 11 multifamily REITs and one student
housing REIT, with a positive rating outlook for one company; the
outlooks for the rest are stable.
* Bankruptcy Filings Down 14% for March 2013
--------------------------------------------
Bankruptcy filings for the 12-month period ending March 31, 2013,
fell 14.4% when compared to bankruptcy filings for the 12-month
period ending March 31, 2012, according to statistics released by
the Administrative Office of the U.S. Courts.
March 2012 bankruptcy filings totaled 1,170,324, compared to
1,367,006 bankruptcy cases filed in the 12-month period ending
March 31, 2012.
* Online Sales Tax Bill Faces Tough Path in House
-------------------------------------------------
Bernie Becker and Russell Berman, writing for The Hill, reported
that supporters of a bill that would broaden states' ability to
collect sales tax on online purchases acknowledge they face a
tough battle in the House.
The measure, called the Marketplace Fairness Act, appears on a
glide path toward passage in the Senate, with a final vote likely
in early May, the report said. But while Democratic leaders in
the Senate supported the bill enough to bypass the Finance
Committee and bring it straight to the floor, the GOP brass in the
House has so far shown little interest in the measure.
According to the report, the issue has received such scant
attention in the lower chamber that neither Speaker John Boehner
(R-Ohio) nor Majority Leader Eric Cantor (R-Va.) has taken public
positions on it.
A Boehner spokesman deferred to House Judiciary Chairman Bob
Goodlatte (R-Va.), whose panel has jurisdiction over the online
sales tax bill, and a spokesman for Cantor, Doug Heye, said only:
"We'll review what the Senate sends over," the report cited.
The House, according to The Hill, is also unlikely to follow the
Senate's lead in sidestepping the committee process on the online
sales tax bill -- and Goodlatte, with Boehner's blessing, has
taken the lead in raising concerns about the legislation.
The bill, supporters stress, would have no affect on federal
revenues, and would simply allow for the collection of sales taxes
that consumers already owe but rarely pay, but so far, the measure
has also caused divisions in a range of groups that often stick
together on tax issues -- from the online retailers themselves and
conservative groups to Democrats and Republicans in the Senate,
the report said.
* Deloitte: Executive Leadership Key to Successful Turnaround
-------------------------------------------------------------
While communication is overwhelmingly ranked as the most important
leadership principle during a time of change (43 percent),
corporate leadership teams are reluctant to update employees
during crises (25.6 percent), according to a recent Deloitte
webcast poll.
"Executive leadership can significantly improve outcomes during
corporate turnarounds by openly communicating with employees,"
says Michael Epstein, principal and chief operating officer of the
Deloitte Corporate Restructuring Group (Deloitte CRG). "While
it's common for corporate leaders to make initial knee-jerk
decisions and withhold information out of fear, that approach can
cause undue alarm among personnel. Often, the most successful
restructurings involve a commitment, where practical, to
transparency by company leadership."
Two-thirds (66.3 percent) of respondents believe company culture
and financial performance are directly correlated.
"Returning troubled companies to solvent entities is a high-stress
effort for everyone involved," says Sheila T. Smith, Deloitte CRG
co-leader. "Mobilizing employees toward a clearly articulated
vision, encouraging consensus through participation and building
trust-based relationships are some of the best practices for
creating a productive culture during a turnaround."
More than 1,200 professionals from industries including financial
services; consumer and industrial products; and technology, media
and telecommunications responded to poll questions during a recent
webcast, titled "Getting Unstuck: Confronting the Emotions of
Change in Turnaround Management."
About Deloitte CRG
Deloitte Corporate Restructuring Group (Deloitte CRG) is a
provider of financial and operational restructuring services,
turnaround and performance management, trustee services and
bankruptcy support services to underperforming companies and their
advisors, lenders, investors, courts and other stakeholders.
* Wolters Kluwer Divests Best Case Solutions
--------------------------------------------
Wolters Kluwer Legal & Regulatory on April 29 announced the sale
of Best Case Solutions Inc., a producer of bankruptcy preparation
and filing software for law firms representing personal and
corporate debtors. Wolters Kluwer Legal & Regulatory is a
division of Wolters Kluwer.
"For Wolters Kluwer Legal & Regulatory, this divestiture supports
the strategy of our U.S.-based Law & Business unit to focus more
sharply on its most scalable businesses, concentrating investment
on core markets where competitiveness and opportunities for long-
term growth are the greatest. This includes securities law,
mergers and acquisitions law, anti-trust law, intellectual
property, and other areas of the legal and regulatory compliance
market," said Stacey Caywood, CEO of Wolters Kluwer Legal &
Regulatory.
Proceeds will be used for general corporate purposes. Terms of
the deal were not disclosed.
About Wolters Kluwer Legal & Regulatory
Wolters Kluwer Legal & Regulatory provides customers around the
world with expert content, solutions, software, and services in
the areas of law, business, and regulatory compliance. It has
operations in North America, Europe, and Asia Pacific. The
primary customers of Wolters Kluwer Legal & Regulatory include law
firms, corporate law departments, business compliance
professionals, corporate legal counsels, legal educators,
universities, libraries, and government agencies.
Wolters Kluwer Legal & Regulatory is part of Wolters Kluwer, a
leading global information services and solutions provider with
annual revenues of (2012) EUR3.6 billion ($4.6 billion) and
approximately 19,000 employees worldwide. The company is
headquartered in Alphen aan den Rijn, the Netherlands. Wolters
Kluwer shares are quoted on Euronext Amsterdam (symbol:WKL) and
are included in the AEX and Euronext 100 indices.
* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 121.1 (13.9) (11.2)
AK STEEL HLDG AKS US 3,906.1 (109.7) 604.0
AMC NETWORKS-A AMCX US 2,618.9 (882.4) 524.0
AMER AXLE & MFG AXL US 2,866.0 (120.8) 271.3
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERISTAR CASINO ASCA US 2,074.3 (22.3) (57.4)
AMR CORP AAMRQ US 23,852.0 (8,376.0) (2,465.0)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC ANGI US 108.3 (0.1) 3.3
ARRAY BIOPHARMA ARRY US 128.4 (31.7) 64.0
ARTISAN PARTNERS APAM US 287.6 (315.5) -
AUTOZONE INC AZO US 6,662.2 (1,550.1) (1,108.4)
BERRY PLASTICS G BERY US 5,050.0 (313.0) 482.0
BLUELINX HOLDING BXC US 544.7 (20.6) 272.4
CABLEVISION SY-A CVC US 7,246.2 (5,626.0) (319.5)
CAESARS ENTERTAI CZR US 27,998.1 (331.6) 905.3
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHINA XUEFENG EN CXEE US 0.0 (0.0) (0.0)
CIENA CORP CIEN US 1,885.2 (78.6) 741.2
CINCINNATI BELL CBB US 2,872.4 (698.2) (51.9)
COMVERSE INC CNSI US 823.2 (28.4) (48.9)
DELTA AIR LI DAL US 45,068.0 (1,943.0) (5,427.0)
DENNY'S CORP DENN US 324.9 (4.5) (27.2)
DIRECTV DTV US 20,555.0 (5,031.0) 13.0
DOMINO'S PIZZA DPZ US 478.2 (1,335.5) 76.8
DUN & BRADSTREET DNB US 1,991.8 (1,014.3) (129.3)
FAIRPOINT COMMUN FRP US 1,798.0 (220.7) 31.1
FERRELLGAS-LP FGP US 1,503.0 (42.3) (22.2)
FIFTH & PACIFIC FNP US 902.5 (126.9) 36.4
FOREST OIL CORP FST US 2,201.9 (42.8) (101.2)
FREESCALE SEMICO FSL US 3,171.0 (4,531.0) 1,186.0
GENCORP INC GY US 1,385.2 (379.1) 32.0
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GRAMERCY PROPERT GPT US 2,168.8 (251.8) -
HCA HOLDINGS INC HCA US 28,075.0 (8,341.0) 1,591.0
HOVNANIAN ENT-A HOV US 1,580.3 (481.2) 935.2
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8)
INCYTE CORP INCY US 330.4 (175.0) 173.4
INFOR US INC LWSN US 5,846.1 (480.0) (306.6)
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU JE CN 1,510.8 (273.1) (287.1)
JUST ENERGY GROU JE US 1,510.8 (273.1) (287.1)
L BRANDS INC LTD US 6,019.0 (1,014.0) 667.0
LIN TV CORP-CL A TVL US 1,241.4 (88.3) (182.6)
LORILLARD INC LO US 3,749.0 (1,796.0) 1,158.0
MANNKIND CORP MNKD US 251.3 (110.7) (78.0)
MARRIOTT INTL-A MAR US 6,342.0 (1,285.0) (1,298.0)
MDC PARTNERS-A MDCA US 1,418.5 (12.4) (165.9)
MDC PARTNERS-A MDZ/A CN 1,418.5 (12.4) (165.9)
MEDIA GENERAL-A MEG US 734.7 (193.7) 38.1
MERITOR INC MTOR US 2,341.0 (1,011.0) 224.0
MERRIMACK PHARMA MACK US 149.0 (6.4) 89.8
MODEL N INC MODN US 42.2 (11.1) (14.5)
MONEYGRAM INTERN MGI US 5,150.6 (161.4) (35.5)
MORGANS HOTEL GR MHGC US 591.2 (137.3) 9.0
MPG OFFICE TRUST MPG US 1,466.9 (518.3) -
NATIONAL CINEMED NCMI US 810.5 (356.4) 129.6
NAVISTAR INTL NAV US 8,531.0 (3,309.0) 1,517.0
NPS PHARM INC NPSP US 151.1 (54.6) 107.5
NYMOX PHARMACEUT NYMX US 1.8 (7.4) (1.9)
ORBITZ WORLDWIDE OWW US 834.3 (142.7) (247.7)
ORGANOVO HOLDING ONVO US 9.0 (27.4) 7.3
PALM INC PALM US 1,007.2 (6.2) 141.7
PDL BIOPHARMA IN PDLI US 280.0 (68.1) 172.5
PHILIP MORRIS IN PM US 37,418.0 (2,732.0) 2,152.0
PHILIP MRS-BDR PHMO11B BZ 37,418.0 (2,732.0) 2,152.0
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PRIMEDIA INC PRM US 208.0 (91.7) 3.6
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QLTY US 513.6 (18.4) 77.6
RALLY SOFTWARE D RALY US 35.8 (1.1) 1.3
REGAL ENTERTAI-A RGC US 2,209.5 (698.6) (129.7)
REGULUS THERAPEU RGLS US 40.7 (8.5) 21.0
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RESVERLOGIX CORP RVX CN 14.0 (20.2) (4.7)
REVLON INC-A REV US 1,241.9 (655.1) 152.9
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
SALLY BEAUTY HOL SBH US 1,969.9 (157.2) 637.4
SILVER SPRING NE SSNI US 417.7 (228.8) 43.3
SINCLAIR BROAD-A SBGI US 2,729.7 (100.1) (3.2)
SUPERVALU INC SVU US 11,034.0 (1,415.0) (1,380.0)
TAUBMAN CENTERS TCO US 3,302.5 (184.4) -
TESORO LOGISTICS TLLP US 363.2 (18.1) 11.1
TETRAPHASE PHARM TTPH US 14.1 (3.2) 3.7
THRESHOLD PHARMA THLD US 89.5 (13.9) 70.2
TOWN SPORTS INTE CLUB US 406.2 (50.7) (13.2)
ULTRA PETROLEUM UPL US 2,007.3 (577.9) (388.2)
UNISYS CORP UIS US 2,323.2 (1,545.4) 453.1
VECTOR GROUP LTD VGR US 1,086.7 (79.3) 443.9
VERISIGN INC VRSN US 2,071.1 (39.1) (91.2)
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
VISKASE COS I VKSC US 334.7 (3.4) 113.5
WEIGHT WATCHERS WTW US 1,218.6 (1,665.5) (229.9)
WEST CORP WSTC US 3,940.9 (850.2) 297.8
WESTMORELAND COA WLB US 936.1 (286.2) (11.6)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2013. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.
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