/raid1/www/Hosts/bankrupt/TCR_Public/140609.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, June 9, 2014, Vol. 18, No. 158
Headlines
2141 FOREST: Case Summary & Unsecured Creditor
500 NORTH AVENUE: Case Summary & Largest Unsecured Creditors
ABERDEEN LAND: Amends Plan Documents to Reflect Settlement
ACADIA HEALTHCARE: PiC Deal No Impact on Moody's 'B1' CFR
ALION SCIENCE: 89% of Unsecured Notes Validly Tendered
ALLENS INC: Case Converted to Chapter 7
ALLIANT MANUFACTURING: Case Summary & 20 Top Unsecured Creditors
AMERICAN MEDIA: Magazine Shut Down No Impact on Moody's B3 CFR
AMERICAN TIRE: S&P Rates $420MM Senior Secured Loan 'CCC+'
ANACOR PHARMACEUTICALS: To Issue 1.7 Million Shares Under Plans
ARCHDIOCESE OF MILWAUKEE: Judge Had Conflict, 7th Circ. Hears
ARIZONA CHEMICAL: Capital Change No Impact on Moody's Ba3 Rating
ASHER INVESTMENT: Files for Chapter 11 in Los Angeles
ASHER INVESTMENT: Case Summary & 2 Unsecured Creditors
BG MEDICINE: Stockholders Reelect Two Directors
BOSTON INDUSTRIAL: Moody's Affirms 'Caa3' Rating on Senior Bonds
BOREAL WATER: Has $76,000 Note Agreement with JSJ
BRENNAN'S INC: Restaurant May Emerge Under New Ownership
BRENNAN'S INC: June 11 Hearing on Dispute Over Logo, IP Assets
BROWN HAND CENTERS: Renova Acquires Business
BUCCANEER ENERGY: Has Reached Deal With Lender to Sell Assets
BUCCANEER ENERGY: Officials Consider Rig Options After Bankruptcy
BUDD COMPANY: U.S. Trustee Forms Five-Member Retirees Committee
BUFFET PARTNERS: Hearing Today on Unresolved Sale-Related Matters
CAESARS ENTERTAINMENT: Objects to Noteholders' Notice of Default
CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
CAMPISI CONSTRUCTION: Meeting to Form Creditors' Panel on June 24
CASCADES INC: Moody's Assigns Ba3 Rating on $500MM Senior Notes
CASCADES INC: S&P Assigns 'B' Rating on New Sr. Unsecured Notes
CENTURY FABRICATORS: Section 341(a) Meeting Set on July 22
CHAMAX LLC: June 20 Bid Deadline Set for Tampa Bay Area Property
CHANDLER ENERGY: Case Summary & 20 Largest Unsecured Creditors
CHESAPEAKE OILFIELD: Moody's Lowers Corp. Family Rating to 'Ba3'
CHINA AMERICA COOPERATIVE: 3 Claimants File Ch. 11 Petition
CHINA AMERICA COOPERATIVE: Involuntary Chapter 11 Case Summary
COLDWATER CREEK: Exec Bonus Plan Approved, Objections Dropped
COLDWATER CREEK: Shoppers Say "Fear and Need" Drove Sales Boom
CONNECTEDU INC: Remaining Assets Sold to Three More Purchasers
CORTE MADERA, CA: Fitch Cuts Rating on $9.8 Million COPs to 'BB+'
CRAFT INTERNATIONAL: Consulting Firm Files Chapter 11 in Dallas
CRYOPORT INC: Has Private Placement of $115,600 Securities
DARE BUILDING: Case Summary & 20 Largest Unsecured Creditors
DETROIT, MI: Goats in Blighted Areas Given Deadline
DETROIT, MI: Orr Says $1 Billion Bankruptcy Deal at Risk
DOLAN MHC: Case Summary & 12 Unsecured Creditors
DUNE ENERGY: Stockholders Elected Six Directors
ECO BUILDING: Closes up to $3.4 Million in Financing
EDGENET INC: Former Execs Get Breathing Room for Auction Bid
EMANUEL L. COHEN: Case Summary & Largest Unsecured Creditors
FAIRHAVEN REST: Case Summary & 20 Largest Unsecured Creditors
FUSION TELECOMMUNICATIONS: Okayed for Listing on Nasdaq Capital
GATES GLOBAL: Moody's Assigns 'B3' Corporate Family Rating
GENERAL MOTORS: Plaintiffs' Lawyers Take Aim at Co. for Recall
GEOVIC MINING: TSX to Delist Securities After Non-Compliance
GIULIANO PROPERTIES: Voluntary Chapter 11 Case Summary
GREENSTAR AGRICULTURAL: OSC Issues Temporary Cease Trade Order
GRIDLEY BUSINESS TRUST: Case Summary & Top Unsecured Creditors
HASHFAST LLC: Case Summary & 20 Largest Unsecured Creditors
HOLLY HILL: Case Summary & 9 Largest Unsecured Creditors
IGN CUISINE: Voluntary Chapter 11 Case Summary
IMMUCOR INC: Lifting of FDA NOIR No Impact on Moody's B3 CFR
INTELLICELL BIOSCIENCES: JJK Partners Reports 6% Equity Stake
INTERNATIONAL MANUFACTURING: Chapter 11 Trustee Sought
IROQUOIS PROPERTY: Case Summary & 10 Unsecured Creditors
IZEA INC: To Issue 21.5 Million Shares Under Plans
J. A. D. COAL: Involuntary Chapter 11 Case Summary
JIM WARDNER: Case Summary & 16 Largest Unsecured Creditors
KANGADIS FOOD: Files for Bankruptcy Due to Class Suit
KANGADIS FOOD: To File Plan Soon, Wants Class Claim Pegged at $0
KANGADIS FOOD: Voluntary Chapter 11 Case Summary
KID BRANDS: Hires PWC as Restructuring Advisors
KIPP LA SCHOOLS: S&P Assigns 'BB+' Rating on 2014A/2014B Bonds
LAND'OR INT'L: Case Summary & 20 Largest Unsecured Creditors
LATEX FOAM: Fighting for Life in Bankruptcy Court
LATEX FOAM: Wins Approval of First Day Motions
LOUDOUN HEIGHTS: Court Takes M&T Bank Settlement Under Advisement
MEDIACOM BROADBAND: Moody's Rates First Lien Term Debt 'Ba3'
MEDIACOM BROADBAND: S&P Assigns 'BB' Rating on $250MM Loan I
MICHAELS STORES: Moody's Rates $850MM Secured Term Debt '(P)Ba3'
MICHAELS STORES: S&P Keeps CCC+ Rating After $250MM Notes Add-On
MICROVISION INC: Stockholders Elected Seven Directors to Board
MINOT STREET: Voluntary Chapter 11 Case Summary
MOBILESMITH INC: Sells Additional $400,000 Convertible Note
MOLY MINES: TSX to Delist Common Shares After Non-Compliance
MOUNTAIN PROVINCE: Provides Gahcho Kue Project Update
N.C. KITCHENS: Case Summary & 4 Unsecured Creditors
NATIVE WHOLESALE: Case Conversion Hearing Continued Until June 10
NAVISTAR INTERNATIONAL: Reports 2nd Quarter Net Loss of $297MM
NET PAY SOLUTIONS: IRS Fights to Keep Tax Penalties
NEWLEAD HOLDINGS: Gets TRO Against Ironbridge on Share Issuance
NORBORD INC: DBRS Confirms 'BB' Issuer Rating
NORTH STAR CHARTER: S&P Withdraws 'D' Rating at School's Request
NORTH TEXAS BANCSHARES: Wins Chap. 11 Confirmation
ODOM INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
OGX PETROLEO: Bondholders Looking to Fight Bankruptcy Plan
ON CAMPUS MEDIA: Case Summary & Largest Unsecured Creditors
PATIENT SAFETY: Cardinal Health No Longer a Shareholder
PERSONAL COMMUNICATIONS: Liquidating Plan Effective
PETRON ENERGY: Authorized Common Shares Hiked to $25 Billion
PHILADELPHIA HAITIAN: Voluntary Chapter 11 Case Summary
POYTHRESS TENT: Case Summary & 20 Largest Unsecured Creditors
PRODUCTION RESOURCE: Moody's Lowers CFR to Caa1; Outlook Negative
REFCO INC: Hit With $670-Mil. Fraud Judgment
RELIANCE INTERMEDIATE: Moody's Cuts Senior Secured Rating to Ba2
REVEL CASINO: Said to Be Mulling 2nd Ch.11 as Workers Join UNITE
RITE AID: May Store Sales Increased 3.5% Over Prior Year
S. M. & J. INC.: Involuntary Chapter 11 Case Summary
SAFEPOINT INSURANCE: A.M. Best Assigns 'bb' Issuer Credit Rating
SAVIENT PHARMACEUTICALS: Plan of Liquidation Effective
SEQUENOM INC: Sells Business Unit for $31.8 Million
SECUREALERT INC: Acquires Emerge Monitoring for $7.4 Million
SEVEN COUNTIES: KRS Urged to Appeal Chapter 11 Order
SILICON VALLEY TELECOM: Voluntary Chapter 11 Case Summary
SIMPLEXITY LLC: Says Fifth Third Bid to Force Ch. 7 Falls Short
SLD-HILTON: Case Summary & 20 Largest Unsecured Creditors
SMILE BRANDS: S&P Affirms 'B-' CCR & Revises Outlook to Negative
SPECIALTY HOSPITAL: Section 341(a) Meeting Set on June 16
SPORTS AUTHORITY: Moody's Affirms 'B3' CFR ; Outlook Negative
SOVEREIGN CAPITAL TRUST VI: Fitch Hikes Pref. Stock Rating to 'BB'
STEVENS SHEET: Case Summary & 20 Largest Unsecured Creditors
TECHPRECISION CORP: Unit Obtains $4.1 Million Loan From Utica
TELEXFREE LLC: Mesirow's Darr Named as Chapter 11 Trustee
TOWER GENERAL: Case Summary & 20 Largest Unsecured Creditors
TOYS R US: Bank Debt Trades at 16% Off
TRANS ENERGY: Presented at Dug East in Pittsburgh
TRAVELCLICK INC: S&P Withdraws 'B' CCR on Leveraged Buyout
TRENTON COURT: Voluntary Chapter 11 Case Summary
UNI-PIXEL INC: Sets Operational Update Call for June 25
UNITED AIRLINES: Merged Company Struggles to Stabilize
UNIVERSAL LOGISTICS: Meeting to Form Creditors' Panel on June 12
UNIVERSITY GENERAL: Delays Form 10-K, Mulls Possible Merger
VANTAGE ONCOLOGY: Moody's Lowers Corporate Family Rating to 'B3'
VIGGLE INC: Completes Integration of Wetpaint & NextGuide
VUZIX CORP: Inks $3 Million Securities Purchase Agreement
WALTER ENERGY: Bank Debt Trades at 3% Off
WENNER MEDIA: Magazine Shut Down No Impact on Moody's B3 CFR
WORLD SURVEILLANCE: Appoints Drew West as Board Chairman
WRIGLEYVILLE HOTEL: Case Summary & 16 Largest Unsecured Creditors
YMCA MILWAUKEE: Buyers Lined Up to Acquire Assets
ZALE CORP: Cancels All Offerings of Securities
ZBB ENERGY: NYSE MKT Extends Listing Compliance Plan Period
ZOGENIX INC: Presented at Jefferies Healthcare Conference
* 1st Circuit Suspends RI Attorney Who Filed Fraudulent Docs
* Oklahoma Judge Bars Claims for Breach of Fiduciary Duty
* Chambers Recognizes Roetzel's Seven Partners as Leading Lawyers
* BOND PRICING -- For the Week From June 2 to 6, 2014
*********
2141 FOREST: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: 2141 Forest View LLC
911 N. Amphlett Blvd.
San Mateo, CA 94401
Case No.: 14-30856
Chapter 11 Petition Date: June 4, 2014
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Hon. Dennis Montali
Debtor's Counsel: Darya Sara Druch, Esq.
LAW OFFICES OF DARYA SARA DRUCH
1 Kaiser Plaza #480
Oakland, CA 94612
Tel: (510)465-1788
Email: ecf@daryalaw.com
darya@daryalaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Monica Hujazi, managing member.
The Debtor's list of 20 largest unsecured creditors contained only
a single entry -- Franchise Tax Board as unsecured creditor
holding a yet to be determined claim amount.
500 NORTH AVENUE: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
500 North Avenue, LLC 14-31094
990 Naugatuck Avenue
Milford, CT 06461
Long Brook Station, LLC 14-31095
990 Naugatuck Avenue
Milford, CT 06461
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
District of Connecticut (New Haven)
Judge: Hon. Julie A. Manning
Debtor's Counsel: Douglas S. Skalka, Esq.
NEUBERT, PEPE, AND MONTEITH, P.C.
195 Church Street, 13th Floor
New Haven, CT 06510
Tel: (203) 821-2000
Fax: 203-821-2009
Email: dskalka@npmlaw.com
Estimated Estimated
Assets Liabilities
---------- -----------
500 North Avenue, LLC $1MM-$10MM $10MM-$50MM
Long Brook Station, LLC $500K-$1MM $1MM-$10MM
The petitions were signed by Joseph Regensburger, member.
A list of 500 North Avenue's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-31094.pdf
A list of Long Brook's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-31095.pdf
ABERDEEN LAND: Amends Plan Documents to Reflect Settlement
----------------------------------------------------------
By order dated Oct. 17, 2013, the Bankruptcy Court approved as
containing adequate information, the Second Amended Disclosure
Statement explaining Aberdeen Land II, LLC's Second Amended Plan
of Reorganization dated October 11, 2013.
The Debtor relate that subsequent to the entry of the Disclosure
Statement approval order, they and certain creditors and parties-
in-interest engaged in a mediation conference before the Hon. Paul
M. Glenn, U.S. Bankruptcy Judge for the Middle District of
Florida, on Feb. 10, 2014. As a result of the mediation,
the Debtor, Aberdeen Lend, LLC, Aberdeen Portfolio, LLC, D.R.
Horton, Inc., and D.R. Horton Inc.-Jacksonville entered into a
Settlement Term Sheet Aberdeen Community Development District,
dated Feb. 10, 2014. Pursuant to the Settlement Term Sheet, the
Debtor filed a Third Amended Plan of Reorganization, dated as of
May 13, 2014, which amends and restates the terms of the Second
Amended Plan consistent with, and incorporates the transactions,
agreements and settlements contemplated in, the Settlement Term
Sheet. The Debtor also filed a supplement to the Disclosure
Statement.
Among other things, the Settlement Term Sheet outlines the
material terms of, and contemplates that the Parties will enter
into, (i) a certain settlement agreement related to the so-called
Bond Restructure and the purchase and sale of the so-called Horton
Bonds, and (ii) a land purchase contract pursuant to which the
Debtor will sell the Aberdeen Lots and the Aberdeen Woods Lots to
Horton-Jax.
A copy of the Supplement and Third Amended Plan is available for
free at
http://bankrupt.com/misc/AberdeenLand_3rdamendedplan.pdf
http://bankrupt.com/misc/AberdeenLand_supplementalDS.pdf
The Debtor is represented by:
Paul J. Battista, Esq.
Mariaelena Gayo-Guitian, Esq.
GENOVESE JOBLOVE & BATTISTA, P.A.
100 S.E. Second Street, 44th Floor
Miami, FL 33131
Tel: (305) 349-2300
Fax: (305) 349-2310
E-mail: pbattista@gjb-law.com
mguitian@gjb-law.com
As reported in the Troubled Company Reporter on May 29, 2014, the
Bankruptcy Court continued to June 19 the hearing on the
confirmation of the Chapter 11 plan proposed by the Debtor.
As reported in the TCR, the Debtor's Plan provides for the
continued operation of the property of its estate through a
reorganized company. The plan provides for cash payments to
holders of allowed claims in certain instances and for the
transfer of property to certain holders of allowed secured claims
as the indubitable equivalent of such allowed secured claims.
The primary source of the funds necessary to implement the plan
initially will be the cash of the reorganized company, exit
financing and the sales of portions or all of Aberdeen's real
property.
About Aberdeen Land II
Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units. More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.
Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida. The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.
Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.
In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.
No creditors' committee was appointed in the case.
ACADIA HEALTHCARE: PiC Deal No Impact on Moody's 'B1' CFR
---------------------------------------------------------
Moody's Investors Service commented that the announcement that
Acadia Healthcare Company, Inc. has signed a definitive agreement
to acquire Partnerships in Care (PiC), a provider in inpatient
behavioral healthcare services in the United Kingdom, for
approximately $660 million will not likely impact the ratings,
including Acadia's B1 Corporate Family Rating. While Moody's
understands that Acadia has received committed financing for the
full amount of the purchase price, the company has indicated that
it will seek a combination of equity and long term debt financing.
Therefore, Moody's does not expect that debt to EBITDA will exceed
5.0 times, even if the transaction is fully debt funded. However,
consideration will also be given to risks associated with the
transformational acquisition that will increase Acadia's scale and
move operations into an international market.
Acadia Healthcare Company, Inc. is a provider of inpatient
behavioral health care services. Acadia provides psychiatric and
chemical dependency services to its patients in a variety of
settings, including inpatient psychiatric hospitals, residential
treatment centers, outpatient clinics and therapeutic school-based
programs. As of March 31 2014, the company operated 52 behavioral
health facilities in 24 states and Puerto Rico. Acadia generated
$754 million of revenue in the twelve months ended March 31, 2014.
The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
ALION SCIENCE: 89% of Unsecured Notes Validly Tendered
------------------------------------------------------
Alion Science and Technology Corporation reported updated results
in connection with its previously announced exchange offer,
consent solicitation and unit offering relating to its 10.25%
Senior Notes due 2015 and the further extension of the Early
Tender Date and the Expiration Date. The transactions are part of
the previously announced transaction in which the Company is
seeking to refinance its existing indebtedness.
"The response to the exchange offer continues to grow as we
anticipated," said Bahman Atefi, Alion Chairman and CEO. "We have
determined that by extending the Early Tender Date, additional
investors will have the opportunity to take advantage of the
exchange offer and unit offering."
As of 5:00 p.m. on June 4, 2014, according to Global Bondholder
Services Corporation, the Information and Exchange Agent,
approximately $208,992,000, or 88.93%, of the aggregate principal
amount of outstanding Unsecured Notes had been validly tendered
for exchange and not withdrawn in the exchange offer and consent
solicitation.
As of 5:00 p.m. on May 28, 2014 (the "Withdrawal Deadline"),
holders may no longer withdraw tendered Unsecured Notes, except as
required by law. Further, since the second supplemental indenture
has been entered into, holders may not revoke the related
consents, except as required by law.
The Company has extended the Early Tender Date to 5:00 p.m., New
York City time, on June 11, 2014. The Company has also extended
the Expiration Date of the exchange offer and consent solicitation
from 9:00 a.m., New York City time, on June 13, 2014, to 9:00
a.m., New York City time, on June 18, 2014.
The Company has extended the expiration date of the unit offering
to 5:00 p.m., New York City time, on June 11, 2014. As of June 4,
2014, at 5:00 p.m., according to Global Bondholder Services
Corporation, holders of Unsecured Notes have elected to purchase
approximately 89 units in the unit offering for an aggregate
purchase price of approximately $53,400. The election to purchase
units in the unit offering cannot be revoked, except as required
by law.
For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the exchange offer that are validly tendered (and not
validly withdrawn) at or prior to 5:00 p.m., New York City time,
on June 11, 2014, holders will receive an additional $15.00 in
cash. Holders who tender after 5:00 p.m., New York City time, on
June 11, 2014, but prior to the Expiration Date, will not be
entitled to receive the Early Tender Payment.
The Company continues to take all actions necessary to complete
the exchange offer, consent solicitation and unit offering and
related transactions. The completion of the Transactions is
subject to the conditions described in the prospectus, including
the satisfaction or waiver by the Company of the minimum tender
condition, which requires that 95% of the outstanding aggregate
principal amount of Unsecured Notes be validly tendered (and not
validly withdrawn) in the exchange offer. Subject to applicable
law and certain of the Company's contractual agreements, the
Company may waive certain conditions applicable to the
Transactions, including the minimum tender condition, and may
extend, terminate or amend the Transactions, without reinstituting
the Withdrawal Deadline or extending the Expiration Date, except
as required by law.
The offer is being made only by means of a prospectus, as
supplemented. Copies of the prospectus, as supplemented, and the
transmittal materials may be obtained free of charge, by
contacting the Information and Exchange Agent at the following
address:
Global Bondholder Services
By Facsimile (for eligible institutions only): (212) 430-
3775/3779
Confirmation: (212) 430-3774
By Phone: 866-470-3900 (toll free)
By Mail, Overnight Courier Hand Delivery:
65 Broadway, Suite 404
New York, New York 10006
Attn: Corporate Actions
They can also be obtained free of charge at http://www.gbsc-
usa.com/Alion, the SEC's Web site (http://www.sec.gov),or by
contacting Alion Science and Technology Corporation, 1750 Tysons
Boulevard, Suite 1300, McLean, Virginia 22102, (703) 918-4480,
Attention: Kevin Boyle, senior vice president, general counsel &
secretary.
A registration statement relating to the Transactions was declared
effective by the Securities and Exchange Commission on May 9,
2014.
Goldman, Sachs & Co., has been retained to act as the dealer
manager and solicitation agent in connection with the exchange
offer and consent solicitation. The information and exchange
agent for the Transactions is Global Bondholder Services
Corporation.
About Alion Science
Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis. Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.
Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013. In 2013, Alion Science
incurred a net loss of $36.59 million.
Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013. The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities. The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.
As of March 31, 2014, the Company had $610.99 million in total
assets, $816.34 million in total liabilities, $61.03 million in
redeemable common stock, $20.78 million in common stock warrants,
$130,000 in accumulated other comprehensive loss and a $287.29
million accumulated deficit.
Bankruptcy Warning
"The Company's high debt levels, of which $332.5 million matures
on November 1, 2014 and Alion's recurring losses will likely make
it more difficult for Alion to raise capital on favorable terms
and could hinder its operations. Further, default under the
Unsecured Note Indenture or the Secured Note Indenture could allow
lenders to declare all amounts outstanding under the Wells Fargo
Agreement, the Secured Notes and the Unsecured Notes to be
immediately due and payable. Any event of default could have a
material adverse effect on our business, financial condition and
operating results if creditors were to exercise their rights,
including proceeding against substantially all of our assets that
secure the Wells Fargo Agreement and the Secured Notes, and will
likely require us to invoke insolvency proceedings including, but
not limited to, a voluntary case under the U.S. Bankruptcy Code,"
the Company said in the Quarterly Report for the period ended
March 31, 2014.
* * *
As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'. "The ratings downgrade reflects a capital structure that
matures within 12 months, a currently 'weak' liquidity assessment,
which we revised from 'less than adequate', and our expectation
that we would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.
In the May 23, 2014, edition of the TCR, Moody's Investors Service
affirmed, among other things, Alion Science & Technology
Corporation's ratings including the Caa2 Corporate Family Rating.
The affirmation of Alion's Caa2 corporate family rating reflects
the company's continued high leverage and weak interest coverage
metrics that are not anticipated to improve meaningfully in the
near-term, Moody's said.
ALLENS INC: Case Converted to Chapter 7
---------------------------------------
The U.S. Bankruptcy Court issued an order converting Allens' (nka
Veg Liquidation) Chapter 11 reorganization case to Chapter 7
liquidation status, following the Company's request for
conversion, BankruptcyData reported. Allen, which changed its
name to Veg Liquidation Inc. after the sale, said it has only
"minimum funding" to pay professional fees and officers' salaries
through the end of April, Bill Rochelle, the bankruptcy columnist
for Bloomberg News, said.
About Allens Inc.
Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company. Its
affiliate, All Veg Inc., also sought bankruptcy protection.
Bankruptcy Judge Ben T. Barry presides over the cases. The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer. Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs. Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.
Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.
The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.
On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases. The sale closed Feb. 28.
The Associated Press said the assets will be sold to Sager Creek
for $124.78 million. Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction. Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.
Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.
* * *
This concludes the Troubled Company Reporter's coverage of Allens
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
ALLIANT MANUFACTURING: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Alliant Manufacturing, LLC
aka Alliant Formulations, LLC
5202 W. 70th Place
Chicago, IL 60638
Case No.: 14-21229
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Eugene R. Wedoff
Debtor's Counsel: Scott R Clar, Esq.
CRANE, HEYMAN, SIMON, WELCH & CLAR
135 S Lasalle Suite 3705
Chicago, IL 60603
Tel: 312 641-6777
Fax: 312 641-7114
Email: sclar@craneheyman.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Saeed Khan, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-21229.pdf
AMERICAN MEDIA: Magazine Shut Down No Impact on Moody's B3 CFR
--------------------------------------------------------------
Moody's Investors Service said American Media Inc.'s B3 Corporate
Family Rating (CFR) and stable outlook are not immediately
impacted but face negative pressure following Source Interlink
Distribution's ("Source") announcement that it has decided to shut
down its magazine distribution operations effective immediately.
Headquartered in Boca Raton, Fl, American Media, Inc. ("American
Media," "AMI" or the "company") is a leading publisher of
celebrity weekly journals including Star, OK!, and National
Enquirer as well as health and fitness magazines including Shape
and Men's Fitness, published 10 times per year. The company also
provides services to other publishers and arranges for the
placement of owned publications and third party publications with
retailers. American Media reported sales of approximately $342
million for the twelve months ended December 31, 2014. Post-
emergence from Chapter 11 in December 2010, Avenue Capital
Management II, L.P., Angelo, Gordon & Co., L.P., The Capital Group
Companies and Oppenheimer Funds collectively own approximately 79%
of the common stock.
AMERICAN TIRE: S&P Rates $420MM Senior Secured Loan 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue
rating and '6' recovery rating to Huntersville, N.C.-based
American Tire Distributors Inc.'s new $420 million senior secured
term loan, which expires in 2018. The issue rating is two notches
below the corporate credit rating. The '6' recovery rating
indicates S&P's expectation for negligible recovery (0%-10%) for
debtholders in the event of a payment default.
American Tire Distributors (ATD) will use the net proceeds of the
new term loan to pay down $150 million on its asset-based lending
(ABL) revolving credit facility and to pay off its 9.75% senior
secured notes. The term loan has a first-priority lien on almost
all property, assets, and capital stock of ATD except for accounts
receivable, inventory, and related intangible assets and a second-
priority lien on all accounts receivable and related intangible
assets. Scheduled amortization is 1% per year, and there are no
financial maintenance covenants.
S&P's ratings on ATD reflect the company's elevated level of debt
leverage and its private equity ownership as well as its
relatively stable business model as a distributor and its national
geographical presence.
RECOVERY ANALYSIS
Key Analytical Factors:
-- S&P has completed a review of the recovery analysis and
assigned a '6' recovery rating to the company's proposed
$420 million delayed-draw term loan, reflecting its relative
position to the ABL revolvers.
-- The recovery and issue-level ratings on the existing $300
million senior secured term loan remain unchanged.
-- S&P has valued the company on a going-concern basis using a
5.5x multiple of its projected emergence EBITDA.
Simulated Default Assumptions:
-- Simulated year of default: 2017
-- EBITDA at emergence: $175 million
-- EBITDA multiple: 5.5x
Simplified Waterfall:
-- Net enterprise value (after 7% administrative costs): $895
million
-- Valuation split in % (obligors/nonobligors): 92/8
-- Priority claims: $14 million
-- Collateral value available to secured creditors: $809
million
-- ABL revolver debt: $730 million
-- Recovery expectations: N/A
ABL first in, last out debt: $58 million
-- Recovery expectations: N/A
-- Secured term loan: $736 million
-- Recovery expectations: 0% to 10%
-- Structurally subordinated debt: $449 million
-- Recovery expectations: N/A
Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
RATINGS LIST
American Tire Distributors Inc.
Corporate Credit Rating B/Stable/--
New Rating
American Tire Distributors Inc.
$420 mil. senior secured term loan
due 2018 CCC+
Recovery Rating 6
ANACOR PHARMACEUTICALS: To Issue 1.7 Million Shares Under Plans
---------------------------------------------------------------
Anacor Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
an aggregate of 1,741,769 shares of common stock issuable under
the Company's 2010 Equity Incentive Plan and 2010 Employee Stock
Purchase Plan. The proposed maximum aggregate offering price is
$23.89 million. A full-text copy of the Form S-8 prospectus is
available for free at http://is.gd/jhAfxT
About Anacor Pharmaceuticals
Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform. Anacor has discovered eight compounds
that are currently in development. Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.
Anacor reported net income of $84.76 million in 2013, a net loss
of $56.08 million in 2012 and a net loss of $47.94 million in
2011. As of March 31, 2014, the Company had $156.92 million in
total assets, $46.27 million in total liabilities, $4.95 million
in redeemable common stock and $105.69 million in total
stockholders' equity.
ARCHDIOCESE OF MILWAUKEE: Judge Had Conflict, 7th Circ. Hears
-------------------------------------------------------------
Law360 reported that lawyers for priest abuse victims in the
Archdiocese of Milwaukee's bankruptcy told the Seventh Circuit
that a federal judge who barred them from going after a $60
million trust set up for Catholic cemeteries had a conflict of
interest and should have recused himself.
According to the report, U.S. District Judge Rudolph T. Randa --
who ruled last year that the cemetery trust was off-limits to
archdiocese creditors -- has nine close relatives, including his
parents, buried in the cemeteries, presenting a conflict in the
case. Judge Randa concluded in July that the $55 million cemetery
trust is exempted from creditors' claims by RFRA, Bill Rochelle,
the bankruptcy columnist for Bloomberg News, related. The
creditors' committee, representing victims of clergy sexual abuse,
appealed Judge Randa's ruling and argued the case to three appeals
court judges.
Mr. Rochelle said the cemetery trust represents the single largest
asset that could be used to compensate abuse victims. Winning the
appeal is important for abuse victims because the church's pending
Chapter 11 plan offers only about $4 million to pay damages, Mr.
Rochelle added.
The lawsuit is Listecki v. Official Committee of Unsecured
Creditors (In re Archdiocese of Milwaukee), 11-02459, U.S.
Bankruptcy Court, Eastern District of Wisconsin (Milwaukee).
About Archdiocese of Milwaukee
The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX. The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha. There are 657,519 registered Catholics
in the Region.
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.
The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.
The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.
* * *
Judge Susan Kelly has set the confirmation hearing for mid-October
2014. Specifically, the dates for the confirmation hearing are
Oct. 14, 15, 16, and 17, to begin at 10:00 a.m. each day.
ARIZONA CHEMICAL: Capital Change No Impact on Moody's Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service said that the proposed change to Arizona
Chemical Holdings Corporation's (Ba3) capital structure will not
affect debt ratings or the company's Corporate Family Rating
(CFR).
Arizona Chemical Holdings Corporation, headquartered in
Jacksonville, Florida, is a global leader in the production and
sales of pine based specialty chemicals. The company was acquired
by private equity sponsor American Securities LLC in 2010, from
private equity owner Rh"ne Capital LLC, who retained a minority
interest. The initial owner, International Paper (Baa2), also
retains a minority interest and provides key feedstock supply
contracts with Arizona Chemical. Revenues for the LTM ending
March 31, 2014 were $989 million.
ASHER INVESTMENT: Files for Chapter 11 in Los Angeles
-----------------------------------------------------
Asher Investment Properties, LLC, owner of a $10 million property
in Beverly Hills, California, filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 14-21172) in Los Angeles on
June 6, 2014.
Asher, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), disclosed $11.5 million in assets and $10.7 million in
liabilities in schedules attached to the bankruptcy petition:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $10,700,000
B. Personal Property $770,100
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $7,260,000
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $3,451,053
----------- -----------
Total $11,470,100 $10,711,053
The Debtor's real property is located at 249-251 S Beverly Drive,
in Beverly Hills, California. Valued at $10.7 million, the
property serves as collateral to a $5.50 million debt (1st trust
deed) to Israel Discount Bank, and a $1.76 million debt (2nd trust
deed) to the Itkin Trust.
The property is being leased by Ben Jewelry, Inc., with the five-
year lease expiring in April 2016. Rental income in the past two
years was $420,000 per year, according to the statement of
financial affairs.
Yossi Dina is the sole member and manager of the Debtor. Asher
understands that Gary Itkin, trustee of the Itkin Living Trust,
asserts that he acquired a 50% ownership interest in Asher in
exchange for agreeing to subordinate its trust deed on Ahser's
property to a loan from Israel Discount Bank. Asher disputes the
validity and enforceability of that agreement and any related
agreement on a number of grounds and intends to seek a judicial
determination of the validity and enforceability of those
agreements.
The Debtor has tapped Ira Benjamin Katz, Esq., at Gershuni & Katz,
in Los Angeles, as bankruptcy counsel. The Debtor is also
employing Michael F. Frank as special litigation counsel.
ASHER INVESTMENT: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Asher Investment Properties, LLC
249 S Beverly Drive
Beverly Hills, CA 90212
Case No.: 14-21172
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Barry Russell
Debtor's Counsel: Ira Benjamin Katz, Esq.
GERSHUNI & KATE, ALC
1901 Avenue Of The Stars Ste 300
Los Angeles, CA 90067
Tel: 310-282-8580
Fax: 310-282-8149
Email: IKatz@GershuniKatz.com
Total Assets: $11.47 million
Total Debts: $10.71 million
The petition was signed by Yossi Dina, managing member.
List of Debtor's two Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Greenbuild Construction Construction $37,785
Services, Inc. services
Michael F. Frank, Esq. Legal Services $19,587
BG MEDICINE: Stockholders Reelect Two Directors
-----------------------------------------------
BG Medicine, Inc., held its 2014 annual meeting of stockholders on
June 3 at which the stockholder reelected Stephane Bancel and
Paul R. Sohmer, M.D., to serve on the Company's Board of Directors
as Class III Directors until the Company's 2017 annual meeting of
stockholders and until their successors are duly elected and
qualified. After the Annual Meeting, Noubar Afeyan, Ph.D.,
Stelios Papadopoulos, Ph.D., and Harrison M. Bains, continued to
serve as Class I Directors for terms that expire at the 2015
annual meeting and until their successors are duly elected and
qualified, and Timothy Harris, Ph.D., D.Sc., and Brian Posner
continued to serve as Class II Directors for terms that expire at
the 2016 annual meeting and until their successors are duly
elected and qualified.
The selection of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2014, was ratified. The stockholders also
approved the compensation of the Company's named executive
officers.
About BG Medicine
Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs. The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure. The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.
BG Medicine reported a net loss of $15.84 million on $4.07 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $23.76 million on $2.81 million of total
revenues during the prior year. As of March 31, 2014, the Company
had $6.17 million in total assets, $9.24 million in total
liabilities and a $3.07 million total stockholders' deficit.
Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations, recurring
cash used in operating cash flows and stockholders' deficit raise
substantial doubt about its ability to continue as a going
concern.
BOSTON INDUSTRIAL: Moody's Affirms 'Caa3' Rating on Senior Bonds
----------------------------------------------------------------
Moody's, on Jan. 26, 2010, downgraded the rating on the City of
Boston Industrial Development Financing Authority's $33.8 million
Senior Revenue Bonds (Boston Crosstown Center Project or BCC)
Series 2002 to Caa3 from Caa1. The outlook is negative. At that
time, Moody's said the financial and operating performance of the
hotel continued to decline and the Project is expected to draw on
reserves again in order to pay its debt service. The bonds are
secured by a pledge of net revenues that are generated primarily
from the operation of the hotel and the parking garage, as well as
debt service reserves and various other reserves.
In a recent ratings release dated June 5, 2014, Moody's related
that rating on Boston Crosstown Center project has been affirmed.
The outlook has been changed to stable from negative. The hotel
has approximately $33.8 million rated senior outstanding debt and
$7.3 million unrated subordinate outstanding debt.
Ratings Rationale
The rating reflects the hotel's financial difficulties that led to
draws on debt service reserves and a missed subordinate debt
service payment in March 2011 which resulted in the forbearance
agreement that the hotel currently operates under. The rating
incorporates the limited ability to pay missed principal payments
due at the end of the agreement given the already strong operating
performance or extend the agreement at its conclusion on January
31, 2015. The rating also considers that a near term default is a
possibility, but Moody's expect a significant recovery based on
the value of the asset.
Rating Outlook
The change in the outlook to stable from negative reflects our
view that senior bondholder recovery prospects are in line with
the current rating level and are unlikely to change in the near
term.
What Could Change the Rating - UP
Limited prospects exist for a rating upgrade for BCC in the near
term. The rating could improve if the performance of the project
improves enough to replenish reserves and provide an operating
margin adequate to make principal payments.
What Could Change the Rating - DOWN
The rating could decline further if changes in the real estate
market or hotel operations deteriorate the expected bondholder
recovery.
Recent Developments
The hotel has been operating under a technical default since debt
service reserves were not replenished in a timely manner after
being drawn on in April 2010 to make the March 2010 debt service
payment. The hotel again withdrew money from its senior reserve
fund to make the March 2011 senior debt service payment but did
not make the subordinate payment.
In May 2011, the hotel entered into a forbearance agreement with
Wells Fargo Bank, NA to modify the debt service payment schedule
until January 1, 2013. During the forbearance period, no principal
payments were due on the senior and subordinate bonds, but the
company continued to pay interest on the bonds. The company will
pay a revised management fee, lowered from 3.5% to 2%. The first
regularly scheduled payment of interest after the agreement went
into effect on September 1, 2011. On November 20, 2013, hotel
management and Wells Fargo entered into a two year extension of
the agreement which terminates on January 31, 2015. The current
agreement states that the unpaid principal payments will become
due upon conclusion of the forbearance period. The agreement will
terminate on the earlier of the defined end date or the date on
which any termination event first occurs.
In FY2013, Boston Crosstown Center project fulfilled all of the
terms of the forbearance agreement. According to Wells Fargo, in
March 2014, the project violated the terms of the agreement,
constituting an event of default, when it failed to deposit
sufficient funds to make subordinate interest payments. Senior
interest payments were paid in full, although $1 million of the
payment was made from a draw on the senior debt service reserve
fund. The hotel expects to have available funds to make the
upcoming September 2014 interest payment. Despite this default
condition, bondholders have not terminated the forbearance
agreement or declared an event of default.
Since 2009, the Boston Crosstown Center project has substantially
improved its operational performance. It finished FY2013 with
slight performance improvements over the prior year. Revenue
growth was approximately 1.5%, lower than 11% growth in FY2012,
but a continuation of a positive trend. The hotel's occupancy was
83% in FY2013, unchanged since FY2011. The FY2013 average daily
rate (ADR) was also flat at $151, 1% higher than FY2012. The ADR
is approximately 19% higher than in FY2009, highlighting
particularly strong performance growth in recent years that has
been in line with the city's economic recovery.
The hotel is currently contributing 4% of revenue into rebuilding
the FF&E fund, which was depleted around the time of the
forbearance agreement. This fund provides flexibility for
refurbishment and upgrades to remain competitive and the hotel
uses the as outlined in the Property Improvement Plans.
Issuer Profile
Opened in July 2004, the Boston Crosstown Center Project (BCC) is
a 175-room limited service Hampton Inn and Suites Hotel and a 650-
space parking garage. The hotel and garage are located directly
off the Southeast Expressway at Massachusetts Avenue and near a
large medical community in the City of Boston. The project also
includes retail, restaurant and commercial space.
The $35.67 million Series 2002 senior revenue bonds were issued by
the City of Boston, Massachusetts Industrial Development Financing
Authority (Authority) to finance a portion of the costs of
developing and constructing the hotel and the parking garage. The
bonds mature in 2035. Simultaneously, the Authority issued $7.75
million Series 2002 subordinate revenue bonds, which were not
rated by Moody's. Security for the bonds includes a pledge of net
revenues, the bulk of which are generated from the operation of
the hotel and parking garage, and various reserves.
KEY STATISTICS
Size: 175 rooms
Total Occupancy, FY2013: 83.88%
Average Daily Rate, FY2013: $150.78
RevPAR, FY2013: $126.48
Rated Debt
City of Boston, Massachusetts Industrial Development Financing
Authority Senior Revenue Bonds (Crosstown Center Project) Series
2002, $35.67 million.
The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.
BOREAL WATER: Has $76,000 Note Agreement with JSJ
-------------------------------------------------
Boreal Water Collection, Inc., entered into an unsecured
convertible promissory note agreement with JSJ Investments, Inc.
The Note is titled "12% Convertible Note." The principal amount
of the Note is $76,256. The maturity date is Nov. 25, 2014.
There are no periodic or installment payments. There is a 150%
cash redemption premium on the principal amount only, upon
approval by JSJ. The interest rate and default interest rate is
12% per annum. The loan amount was received by the Company on
June 2, 2014.
The Note is convertible into Company common stock. The conversion
amount is the Note principal plus default interest, if any, the
latter included in the discretion of the holder. The conversion
price is a 45% discount of the 3 lowest trades on the previous 20
days before the conversion notice date. The holder may, if in
accordance with Rule 144, convert the Note in full or in parts at
any time up until the maturity date. There is a 25% penalty
(increase in number of shares converted) if the stock certificate
so requested is not received by the holder within 3 business days
of receipt of the conversion notice by the Company. The 25%
penalty is per day commencing on the 4th day after receipt of the
conversion notice. The Company is required to reserve at least
200% of the number of shares that could be converted under the
Note (as measured by the loan principal only). Governing law and
enforcement is in accordance with Texas law.
On May 25, 2014, the Company entered into an unsecured convertible
promissory note agreement with JSJ Investments, Inc. The Note is
titled "Replacement Convertible Note." The principal amount of
the Replacement Note is $68,082. The maturity date is May 25,
2014. There are no periodic or installment payments. There is a
150% cash redemption premium on the principal amount only, upon
approval by JSJ. The interest rate and default interest rate is
12% per annum. The loan amount was received by the Company on
June 2, 2014.
The Note is convertible into Company common stock. The conversion
amount is the Note principal plus default interest, if any, the
latter included in the discretion of the holder. The conversion
price is a 45% discount of the 3 lowest trades on the previous 10
days before the conversion notice date or 10 days before the date
of issuance of the Replacement Note. The holder may, if in
accordance with Rule 144, convert the Note in full or in parts at
any time up until the maturity date. There is a 25% penalty
(increase in number of shares converted) if the stock certificate
so requested is not received by the holder within 3 business days
of receipt of the conversion notice by the Company. The 25%
penalty is per day commencing on the 4th day after receipt of the
conversion notice. The Company is required to reserve at least
200% of the number of shares that could be converted under the
Note (as measured by the loan principal only). Governing law and
enforcement is in accordance with Texas law.
JSJ, by a Conversion Notice dated May 25, 2014, converted the
entire amount of the Replacement Note, $68,082, into unrestricted
Company common shares. The conversion price per share was
$0.00641. The number of shares issued was 10,621,266. An
attorney's opinion addressed to the Company's transfer agent
validated the holder's reliance on Rule 144 of the SEC enabling
the issuance of unrestricted Company common shares.
About Boreal Water
Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.
The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011. The Company's balance sheet at
Sept. 30, 2013, showed $3.58 million in total assets, $2.66
million in total liabilities and $918,250 in total stockholders'
equity.
Patrick Rodgers, CPA, in his report on the consolidated financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about Boreal Water Collection, Inc.'s ability to continue as
a going concern, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.
BRENNAN'S INC: Restaurant May Emerge Under New Ownership
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy trustee for Brennan?s, the famed
restaurant in the New Orleans French Quarter that?s currently
shuttered, wants to sell the "Brennan?s" name, menus, recipe, and
restaurant memorabilia along with furniture, fixtures and
equipment to 417 Royal Street LLC, which bought the restaurant
property at a foreclosure sale in May 2013.
According to the report, 417 Royal, which has million of dollars
in claims against Brennan?s unrelated to the property purchase,
will serve as the so-called stalking horse, agreeing to pay
$467,500 in cash as part of an offer valued by Chapter 7 trustee
Ronald Hof at $3 million. If bidding procedures are approved, a
competing bidder would have to offer at least $3.08 million by a
deadline to be set by the bankruptcy court, the report said.
Brennan's is seeking to have its Chapter 7 case converted to a
reorganization under Chapter 11, although papers filed in court
don?t say what the owners would do if court converts the case at
the hearing on June 11, a day before the hearing to approve sale
procedures proposed by the trustee, the report added.
About Brennan's Inc.
Brennan's opened on Bourbon Street in the New Orleans French
Quarter in 1946 and moved in 1956 to a Royal Street mansion that
was built for the Banque de la Louisiane in the late 18th century.
The restaurant was a landmark and known as the place where Bananas
Foster was invented.
Brennan's Inc., the famed restaurant in the New Orleans French
Quarter, is being liquidated in Chapter 7 bankruptcy. Creditors
including an affiliate of Sysco Corp. filed an involuntary
bankruptcy petition (Bankr. E.D. La. Case No. 13-bk-12985) on Oct.
28, 2013. Brennan's didn't oppose the petition. The bankruptcy
judge declared the restaurant a Chapter 7 bankrupt on Dec. 5,
2013.
Ronald Hof will serve as trustee unless creditors elect a trustee
of their own to liquidate the assets.
The almost 70-year-old restaurant was in the midst of intra-family
disputes. Ted Brennan was removed as president in June. He filed
an appeal in U.S. Court of Appeals in New Orleans seeking
reinstatement.
BRENNAN'S INC: June 11 Hearing on Dispute Over Logo, IP Assets
--------------------------------------------------------------
Meg Farris, writing for Eyewitness News, reported that more
motions were filed in bankruptcy court last week in the case of
Brennan's Inc., in the battle over which member of the Brennan
family gets to use the iconic Brennan restaurant logo and name.
The report added that there's a hearing June 11 to determine if
Ted Brennan can use the name to operate his new business and pay
off millions in debt or if Ralph Brennan, who owns several other
restaurants, will be able to buy the logo and trademarked recipes.
There's also a scheduled hearing June 12 about the sale of
Brennan's Inc. assets.
Owner Ralph Brennan told Eyewitness News that he plans to open the
new restaurant by September, and said if he is unable to acquire
that famous Brennan's logo and rooster brand, there's always been
an alternative plan in place.
The report also noted that former owner, cousin Ted Brennan, said
he "retains the name "Brennan's," the rooster logo and "Breakfast
at Brennan's -- trademarks which Brennan's Inc. has owned for over
fifty years." He and his three children "have revealed their
plans of opening Brennan's Restaurant elsewhere in the French
Quarter -- of which a location has already been decided, along
with their executive chef, Lazone Randolph and reunite other key
personnel."
A reprint of the full statement from Bridget Brennan Tyrrell on
behalf of Ted Brennan, as published by Eyewitness News:
"Ted Brennan, as Brennan's owner and president, retain the name
"Brennan's," the rooster logo and "Breakfast at Brennan's --
trademarks which Brennan's Inc. has owned for over fifty years.
Ted, his daughter Bridget Brennan Tyrrell and her siblings, Alana
Brennan Mueller and Theodore M. "Teddy" Brennan, have revealed
their plans of opening Brennan's Restaurant elsewhere in the
French Quarter -- of which a location has already been decided,
along with their executive chef, Lazone Randolph and reunite other
key personnel.
"Brennan's Inc. Was put into an involuntary chapter 7 bankruptcy,
brought on by three creditors to the tune of $60,000. Unless its
motion to convert to a chapter 11 bankruptcy is successful -- a
hearing of which will take place on Wednesday, June 11th -- cousin
Ralph Brennan and Terry White have put in a bid for $3 million to
purchase the trademarks and everything that goes with the
Brennan's operations: Including recipes, web site, email accounts,
customer lists, and other miscellaneous items -- unless they are
outbid by third parties. Over the past year, Ralph and Terry have
intentionally bought a significant amount of Brennan's Inc.'s
debts and seized all of its assets, in an attempt to prevent
Brennan's Inc. from paying it's debts to third parties, in an
effort to force the corporation to sell their trademarks.
"The corporation's chapter 7 bankruptcy trustee, Ronald Hof,
through his attorneys of Stewart, Robbins & Brown, LLC and Ralph
and Terry, through their attorneys of Baker, Donaldson, Bearman,
Caldwell & Berkowitz, PC, have filed oppositions to Brennan's
Inc.'s motion to convert into a chapter 11 bankruptcy. If Ted and
his family are successful in moving into a chapter 11 bankruptcy,
they would be able to reorganize, pay off its debts and maintain
all of its trademarks for their future restaurant."
Ted Brennan and Bridget Brennan Tyrell are the son and
granddaughter of the restaurant's founder.
About Brennan's Inc.
Brennan's opened on Bourbon Street in the New Orleans French
Quarter in 1946 and moved in 1956 to a Royal Street mansion that
was built for the Banque de la Louisiane in the late 18th century.
The restaurant was a landmark and known as the place where Bananas
Foster was invented.
Brennan's Inc., the restaurant in the New Orleans French Quarter,
is being liquidated in Chapter 7 bankruptcy. Creditors including
an affiliate of Sysco Corp. filed an involuntary bankruptcy
petition (Bankr. E.D. La. Case No. 13-12985) on Oct. 28, 2013.
Brennan's didn't oppose the petition. The bankruptcy judge
declared the restaurant a Chapter 7 bankrupt on Dec. 5, 2013.
Ronald Hof serves as Chapter 7 trustee. He is represented by
Stewart, Robbins & Brown, LLC.
The almost 70-year-old restaurant was in the midst of intra-family
disputes. Ted Brennan was removed as president in June. He filed
an appeal in U.S. Court of Appeals in New Orleans seeking
reinstatement.
BROWN HAND CENTERS: Renova Acquires Business
--------------------------------------------
Renova Hand Centers has filled the role of the former Brown Hand
Center, rapidly becoming a prominent provider of specialized hand
and foot care in Texas. Staffed by former Brown Hand Center
doctors and personnel, Renova acquired The Brown Hand Center's
online presence at the end of May, making it even easier for
patients to locate hand care specialists.
Until last year, The Brown Hand Center was one of the largest
providers of Carpal Tunnel release surgeries in the nation.
However, last year Brown Hand Centers declared bankruptcy and
permanently closed its doors. In late 2013, physicians from the
former Brown Hand Center joined Renova in opening its first
locations in Plano and San Antonio, Texas. Renova Hand and Foot
Centers opened its third location in Hurst, Texas this May and has
further expansions planned for later this year.
"You want an expert to take care of your hands," says Dr. Pedro
Loredo, who treats patients at Renova's Plano and Hurst, Texas
locations. "That's why I became a physician: to give back to
people and help people overcome their illnesses. At Renova, my
colleagues and I want to keep giving back to the community."
Renova's most recent acquisitions of BrownHandCenter.com and
TheHandCenter.com will add to its rapid expansion in 2014,
allowing former Brown Hand Center surgeons to continue providing
patients with industry-leading procedures and quality care.
Founder and CEO of Renova, Kelly Drewry, sees the expansion of
Renova as a major step forward for hand and foot care. "I am
thrilled to partner with the talented physicians of the former
Brown Hand Center," he explains. "With the support of Renova,
their practice will have the staying power it deserves and will
continue to raise the standard for specialized medical treatment."
About Renova
Renova offers leading hand and foot pain solutions in the
Dallas/Fort Worth and San Antonio areas with plans to expand into
Houston, Austin, Las Vegas and Phoenix markets this year. With
Texas offices located in Plano, Hurst, and San Antonio, Renova
responds to the growing demand for compassionate, specialized care
and safer, more effective procedures. As the exclusive provider
of AccuCision(TM) hand procedures, Renova's physicians provide
micro-invasive solutions to Carpal Tunnel Syndrome, Cubital Tunnel
Syndrome, and Trigger Finger.
BUCCANEER ENERGY: Has Reached Deal With Lender to Sell Assets
-------------------------------------------------------------
Eric Lidji, writing for Petroleum News, reported that Buccaneer
Energy Ltd. said in a statement dated June 2 it has reached an
agreement in principle with a secured lender to sell
"substantially all" of its assets. The move would allow Buccaneer
"to satisfy obligations owed to its principal secured lender and
other secured creditors, and will conclude in an outcome that
could result in some recovery for the company's unsecured
creditors."
The report noted that Buccaneer filed for bankruptcy protection
the day before an Alaska Oil and Gas Conservation Commission
deadline to establish an escrow account for all its net revenues
from production at its Kenai Loop gas field. The account was a
step toward resolving a dispute among landowners around the Cook
Inlet field, including the State of Alaska. One of the parties to
that case, Cook Inlet Region Inc., has asked the bankruptcy judge
to guarantee that Buccaneer will continue to deposit proceeds from
production into escrow.
As reported by the Troubled Company Reporter, Buccaneer Energy and
its affiliates say they have undertaken extensive efforts pre-
petition to reach out to parties-in-interest in order to minimize
the disruption of their operations and cash flow, as well as the
time in which they hope to achieve confirmation of a plan of
reorganization. In that regard, the Debtors have met with
representatives of its principal secured lender, AIX Energy LLC.
Negotiations with AIX have been positive, and have resulted in the
exchange of a draft term sheet outlining a potential Chapter 11
plan structure. The Debtors are optimistic that an agreement will
ultimately be reached with AIX concerning an agreed path forward
in the Chapter 11 cases that will maximize value for all of the
Debtors' estates.
AIX is owed $57.5 million on a credit facility that matures June
30, 2014. In addition, there is a $1.495 million letter of credit
outstanding with Macquarie Bank Limited, and another $2.472
million letter of credit with Wells Fargo Bank, N.A.
* * *
Samantha Angaiak, writing for KTUU, reported that Buccaneer
Energy's bankruptcy has left officials to figure out what to do
with a drill rig currently sitting idle near Homer, Alaska. The
report noted that the State of Alaska invested more than $23
million in refurbishing the jack-up rig, Endeavor: Spirit of
Independence. A full-text copy of the article is available at
http://is.gd/GxP4Fm
About Buccaneer Energy
Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May
31, 2014.
Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC". Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.
The Debtors' primary business is the exploration for and
production of oil and natural gas in North America. Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.
CEO Curtis Burton was terminated in May 2014. Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.
The bankruptcy cases are assigned to Judge David R Jones. The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.
The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel. Epiq Systems is the
claims and notice agent.
A meeting of creditors pursuant to Section 341 of the Bankruptcy
Code will be held on July 1, 2014 at 10:00 a.m. (CST) in Houston,
Texas.
The deadline for the filing of proofs of claim against Buccaneer
has been established by the Bankruptcy Court as Sept. 29, 2014 for
the general claims bar date and Nov. 27, 2014 for the governmental
bar date.
BUCCANEER ENERGY: Officials Consider Rig Options After Bankruptcy
-----------------------------------------------------------------
Samantha Angaiak, writing for KTUU.com, reported that Buccaneer
Energy's Chapter 11 bankruptcy filing has lefy officials to figure
out what to do with a drill rig currently sitting idle near Homer,
Alaska. According to the report, the State of Alaska invested
more than $23 million in refurbishing the jack-up rig. While
Buccaneer is facing criticism from those who say they saw warning
signs the company was struggling, others say it still had some
success, the report related.
About Buccaneer Energy
Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May
31, 2014.
Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC". Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.
The Debtors' primary business is the exploration for and
production of oil and natural gas in North America. Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.
CEO Curtis Burton was terminated in May 2014. Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.
The bankruptcy cases are assigned to Judge David R Jones. The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.
The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel. Epiq Systems is the
claims and notice agent.
A meeting of creditors pursuant to Section 341 of the Bankruptcy
Code will be held on July 1, 2014 at 10:00 a.m. (CST) in Houston,
Texas.
The deadline for the filing of proofs of claim against Buccaneer
has been established by the Bankruptcy Court as Sept. 29, 2014 for
the general claims bar date and Nov. 27, 2014 for the governmental
bar date.
BUDD COMPANY: U.S. Trustee Forms Five-Member Retirees Committee
---------------------------------------------------------------
U.S. Trustee Patrick S. Layng appointed five individuals to serve
on the Committee of Executive & Administrative Retirees in the
Chapter 11 case of The Budd Company, Inc. The individuals were
selected from executive and administrative retirees who are
willing on the panel.
The Retirees Committee consists of:
1. Jacqueline Delowery
202 Night Hawk Circle
Thorofare, NJ 08086
2. Mercedes F. Godin
12040 Twin Brooks Drive
Romeo, MI 48065
3. William Kroger
575 Letts Road
Oakland, MI 48363
4. James S. Wahlman, interim chairman
1653 Elm Drive
Troy, MI 48098
5. Thomas F. Whomsley
525 Delp Road
Souderton, PA 18964
As reported in the Troubled Company Reporter on June 3, 2014,
the Committee obtained permission to retain The Segal Company
(Eastern States), Inc. as actuarial consultant for the Retiree
Committee effective May 8, 2014.
The TCR on April 25, 2014, the Bankruptcy Court directed the U.S.
Trustee to form a Retirees Committee consisting of non-union
retirees of the Debtor.
Meanwhile, an ad hoc committee of asbestos personal injury
claimants has asked the Bankruptcy Court to direct the U.S.
Trustee to appoint an official committee to represent them and
others who are similarly situated in the case. The ad hoc group
proposes a June 16 hearing for its request.
About The Budd Company
The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.
The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.
Liabilities amount to approximately $1 billion with assets of
approximately $400 million. Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.
The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.
The Hon. Jack B. Schmetterer oversees the case. The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.
BUFFET PARTNERS: Hearing Today on Unresolved Sale-Related Matters
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
hold a hearing today, June 9, 2014, at 9:00 a.m. to consider
objections to Buffet Partners, L.P. et al.'s motion to sell
substantially all of their assets.
On April 23, 2014, Buffet Partners filed a notice saying that no
auction will be conducted as no qualified bids were received by
the Debtors. With no qualified bids, the hearing to approve the
sale of the purchased assets to the stalking horse bidder, Chatham
Credit Management III, LLC, was set for April 29.
On May 12, 2014, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to Chatham, the secured
lender; and authorized the assumption and assignment of certain
executory contracts. Certain of the assumption and assignment
objections were to be resolved at a later hearing.
On June 2, 2014, the Court reset that hearing to June 9 from
June 2.
On March 14, 2014, Buffet Partners and its affiliate filed their
motion for court order approving, among other things, the
procedures for the sale, and the assumption and assignment of
certain executory contracts and unexpired leases. The Court
approved the sale procedures on March 24, 2014. A copy of the
procedures is available for free at:
http://bankrupt.com/misc/BUFFETPARTNERS_216_saleord.pdf
Objections were filed by (i) Bexar County, Cameron County, Dallas
County, Ector CAD, El Paso, Harris County, McAllen, South Texas
College, South Texas ISD, Sulphur Springs, Sulphur Springs ISD,
and Tarrant County on April 16, 2014; and (ii) landlord Inland
Diversified Dallas Wheatland, L.L.C., on April 23, 2014.
The Tax Authorities have filed secured claims for unpaid 2014 and
prior years' ad valorem property taxes. These tax claims are
secured by first priority liens on the Debtors' real and personal
property. The tax claims total approximately $300,000. According
to the Tax Authorities, even if the sale terms provided that the
tax liens attach to the sale proceeds, this would not adequately
protect the tax liens and claims. Upon the sale of the property,
the proceeds become the Tax Authorities' cash collateral. Absent
consent by the Tax Authorities or an order of the Court permitting
use of the cash collateral, the Debtors will segregate and account
for any cash collateral in their possession. The Debtors have not
filed a motion seeking to use the Tax Authorities' cash
collateral. Unless and until their claims are paid in full, the
Local Texas Tax Authorities object to the use of their cash
collateral by the Debtors.
Inland Diversified and the Debtor are parties to an unexpired
lease of non-residential real property located at the intersection
of Interstate 20 and Wheatland Road, Dallas, Texas. The premises
is located within a shopping center. According to Inland
Diversified, the March Operating Report shows, notwithstanding a
purported $736.97 net profit for the month, a loss of cash of
$976,968.48 from $3,465,342.47 to $2,488,374, which calls into
question the future liquidity of the business and further
illustrates the Landlord's need for adequate assurance of future
performance under the Lease. Inland Diversified notes that the
lease provides that as security for payment of rent, Inland
Diversified will have a lien on all of the tenant's property now
or hereafter located upon the premises.
The Debtors wanted to complete a sale of substantially all their
assets, including leases, on May 28, 2014.
Assumption of Leases
On May 27, 2014, Inland Diversified objected to the Debtors' May
16 motion for a 90-day extension (to Sept. 2, 2014) of the June 4
lease rejection deadline, claiming that the Debtors failed to pay
Inland Diversified post-petition stub rent in the amount of
$24,739.58. Stub rent refers to rent owed from the Petition Date
until the first post-petition rental due date. Inland Diversified
is entitled to an administrative claim for the occupation of the
premises during the stub period. Inland Diversified asked the
Court to deny the lease extension motion and direct the Debtors to
pay the post-petition rent of $24,739.58.
The Debtors said in their extension motion that negotiations are
underway with the assumption objection parties and the Debtors
expect to resolve the objections by May 30, 2014. The Debtors
sought the extension to allow for additional time to continue the
negotiation process pursuant to the Stalking Horse APA to resolve
the objections.
The Debtors, in their sale procedure motion filed on March 14,
sought to assume and assign the lease to the Stalking Horse Bidder
or its designee. On March 24, the Court granted the Debtors'
motion to reject unexpired leases of non-residential real property
and related equipment leases nunc pro tunc to the Petition Date,
as amended and supplemented by the Debtors' request for authority
to abandon certain personal property remaining on the premises,
the supplement to the motion, and the statements of counsel at a
hearing held March 19, 2014. The Court ruled that any claim by
the non-Debtor parties arising from the rejection of any real
property leases or the related equipment leases will be deemed to
constitute a prepetition claim against the Debtors.
A list of the rejected real property leases and related equipment
leases is available for free at:
http://bankrupt.com/misc/BUFFETPARTNERS_218_leaserejord.pdf
PACCAR Financial Corp., which owns two 2011 Kenworth Model T660
Truck/Tractors, filed on April 16, 2014, an objection to the
Debtors' proposed assumption and assignment of tractor lease. PFC
leased the Trucks to "Buffet Partners, L.P. dba Dynamic Foods" in
November 2010.
On May 1, 2014, San Juan Associates, a New Mexico limited
partnership, objected to the lease assumption and assignment
motion, saying the Debtors committed on April 28 a post-petition
default of the lease with San Juan by refusing to permit the
landlord to inspect the premises. The lease provides for
percentage rent and reimbursement for taxes and insurance to be
paid to the landlord annually, in arrears. The cure amount
proposed in the cure schedule, according to San Juan Associates,
provides only for payment of percentage rent and reimbursements
through Dec. 31, 2013.
The Debtors said in a filing dated May 27, 2014, that the
objections should be overruled because the Debtors and the
Debtors' assignee have provided the landlords adequate assurance
of future performance and because the landlords seek cure of
defaults to which they are not entitled to under the Bankruptcy
Code or case law interpreting Section 365.
Settlement
On April 16, 2014, the Court entered an order granting a March 25
joint motion of the Official Committee of Unsecured Creditors and
the Debtors for an order approving compromise of controversies
between the Committee and the Debtors, the buyer and the secured
lender parties. The Debtors were authorized and directed to
perform their obligations arising under the Term Sheet, a copy of
which is available for free at:
http://bankrupt.com/misc/BUFFETPARTNERS_284_termsheetord.pdf
The settlement embodied in the Term Sheet is a global settlement
of all claims and issues between (i) the Committee, on the one
hand, and (ii) the Debtors, and (iii) the Debtors' prepetition
first lien lenders, Chatham Credit Management III, LLC, Chatham
Investment Fund QPIII, LLC, Chatham Investment Fund III, LLC,
Chatham Capital Management II, LLC, Chatham Investment Fund QPII,
LLC, and Chatham Investment Fund II, LLC, on the other hand, which
resolves all of the Committee's actual and potential objections
to, among other things, the sale motion and the cash collateral
motion. The settlement embodied in the Term Sheet provides for
the payment of allowed administrative expense claims and allowed
priority claims, avoids potentially costly and lengthy litigation,
and provides a funding source for distributions to general
unsecured creditors.
On April 4, 2014, U.S. Trustee William T. Neary objected to the
Settlement motion. The U.S. Trustee claimed that, among other
things, (i) the motion is unnecessarily linked to the sales
process when it involves settlement of Chatham's claims; and that
(ii) the proposed $500,000 gift from the buyer to the unsecured
creditors violates the absolute priority rule.
On May 5, 2014, the U.S. Trustee asked the Court to convert the
Chapter 11 case to Chapter 7, saying the Court has already
approved bidding procedures to sell substantially all of the
Debtors' assets, including Chapter 5 causes of action. The U.S.
Trustee said that immediate conversion of the case to Chapter 7
would permit the distribution of assets while maintaining the
checks and balances of the Bankruptcy Code.
Prepetition Secured Claims
Prior to the closing of the Sale, the Prepetition Secured Lenders
will assign to the purchaser, if necessary, a portion of the
Prepetition Secured Claims. The Prepetition Secured Lenders hold
secured claims in, on and against the Debtor, its estate and
property of the estate, arising in connection with the Prepetition
Financing, including a claim for principal and accrued interest,
in an amount of not less than $39 million. The purchaser used a
portion of the Prepetition Secured Claims, aggregating at least
$21,900,000, to credit bid.
Chatham will pay Chapter 11 expenses, with fees for company
counsel capped at $600,000 and those for the creditors' committee
capped at $250,000, and will contribute $500,000 to a trust for
general unsecured creditors.
The Debtors are funding their Chapter 11 cases through the use of
the pre-bankruptcy lenders' cash collateral. The Bankruptcy judge
recently entered an order authorizing them, on a final basis, to
use cash collateral until May 30, 2014.
Chatham serves as administrative agent for the lenders, and
asserts an interest in the cash collateral.
As adequate protection from any diminution in value of the
lender's collateral, the Debtors are granting the prepetition
secured lender postpetition lien in all of the Debtors' assets,
and a superpriority administrative expense claim status, subject
to carve out on certain expenses.
As of Feb. 4, 2014, Chatham asserts that the principal amount of
the indebtedness owed by the Debtor under the loan documents is
approximately $39,528,229, exclusive of interest and fees.
Inland Diversified is represented by:
SINGER & LEVICK, P.C.
Michelle E. Shriro, Esq.
16200 Addison Road, Suite 140
Addison, TX 75001
Tel: (972) 380-5533
Fax: (972) 380-5748
- and -
MENTER, RUDIN & TRIVELPIECE, P.C.
Kevin M. Newman, Esq.
Adam F. Kinney, Esq.
308 Maltbie Street, Suite 200
Syracuse, NY 13204-1498
Tel: (315) 474-7541
Fax: (315) 474-4040
The Local Texas Tax Authorities are represented by:
LINEBARGER GOGGAN BLAIR & SAMPSON, LLP
Elizabeth Weller, Esq.
2777 N. Stemmons Fwy, Suite 1000
Dallas, TX 75207
Tel: (469) 221-5075
Fax: (469) 221-5003
E-mail: bethw@publicans.com
PFC is represented by:
REAGAN MCLAIN & HATCH, LLP
William Thomas McLain, Esq.
6060 North Central Expressway, Suite 690
Dallas, TX 75206
Tel: (214) 691-6622
Fax: (214) 691-2984
San Juan Associates are represented by:
MOORE, BERKSON & GANDARILLA, P.C.
Daniel J. Behles, of Counsel
3800 Osuna Road NE, Suite 2
Albuquerque, NM 87109
Tel: (505) 242-1218
Fax: (505) 242-2836
E-mail: dan@behles.com
About Buffet Partners
Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas. With a 65+ year operating history,
Furr's -- http://www.furrs.net/-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price. Buffet
Partners was formed to purchase Furr's in September 2003.
Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.
Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.
Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.
William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors. Bradford J. Sandler, Esq., at Pachulski Stang Ziehl &
Jones LLP serves as its counsel. Mesirow Financial Consulting,
LLC, serves as its financial advisors.
The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years. In 1980, it was acquired by Kmart Corporation. Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986. Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.
CAESARS ENTERTAINMENT: Objects to Noteholders' Notice of Default
----------------------------------------------------------------
Caesars Entertainment Operating Company, Inc. on June 6 announced
its objection to a notice of default sent by a minority group of
holders of one tranche of second lien notes issued by the Company.
The Company believes that the claims in the notice are baseless
and will defend itself vigorously against any action taken by
these creditors.
"We will not allow our company, our employees and the communities
in which we operate to be held hostage by a minority of holders
whose interests are contrary to the long-term health of the
Company," said Gary Loveman, chairman and chief executive officer
of Caesars Entertainment Corporation (CEC).
The Company, its parent, CEC, and its private equity sponsors have
acted aggressively to improve performance through investment in
the business, capital structure management and operational
improvement. Over the past several years, the Company and its
affiliates have completed nearly 50 capital markets transactions
and more than $3 billion has been invested to expand and upgrade
the Caesars network.
Recent transactions, including the sale of assets to Caesars
Growth Partners LLC, followed a rigorous, independent process
which garnered fair value for CEOC and provided it with liquidity
crucial to its business and capital structure plans. The process
included special committees comprised of independent directors of
CEC and Caesars Acquisition Company. Each committee received
independent legal and financial advice and fairness opinions
related to the transactions and the proceeds of those sales will
be applied in compliance with the indentures.
Also meritless is the holders' contention that CEC's previous
announcement regarding the termination of CEC's guarantee of the
holders' notes constitutes a default. As that announcement
indicated, pursuant to the terms of the indentures to which these
creditors agreed, the CEC guarantee terminated when CEOC ceased to
be a wholly owned subsidiary of CEC. The guarantee was included
in the indentures at CEC's request to allow the use of
consolidated financial statements, not to provide credit support.
CEC and CEOC have honored and will continue to honor their
obligations under their indentures and expect creditors to do the
same.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's on mid-November
2010.
Caesars Entertainment reported a net loss of $2.93 billion on
$8.55 billion in 2013, as compared with a net loss of $1.50
billion in 2012. The Company's balance sheet at March 31, 2014,
showed $24.37 billion in total assets, $26.65 billion in total
liabilities and a $2.27 billion total deficit.
* * *
Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.
As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.
In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.
CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.01 cents-on-the-dollar during the week ended Friday, June 6,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
a decrease of 0.50 percentage points from the previous week, The
Journal relates. Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating. The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.
CAMPISI CONSTRUCTION: Meeting to Form Creditors' Panel on June 24
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 24, 2014, at 1:00 p.m. in
the bankruptcy case of Campisi Construction, Inc. The meeting
will be held at:
Office of the U.S. Trustee
833 Chestnut Street, Suite 501
Philadelphia, PA 19107
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
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.
CASCADES INC: Moody's Assigns Ba3 Rating on $500MM Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cascades Inc.'s
proposed US$500 million senior notes due 2022 and CDN$200 million
senior notes due 2021. Cascades intends to use the proceeds from
the note offerings to fund recently announced tender offers for
their 2016 and 2017 notes. The new notes will be unsecured and
will rank equally with all of the company's existing senior
unsecured indebtedness. The proposed notes will rank behind the
company's senior secured bank facility (rated Baa3) and will be
rated one notch below the corporate family rating, in accordance
with Moody's loss-given-default methodology. The ratings are
subject to Moody's review of final documentation. The outlook
remains stable.
Moody's took the following rating actions:
Assigned Ba3 (LGD4, 69%) to proposed senior unsecured notes
due 2022
Assigned Ba3 (LGD4, 69%) to proposed senior unsecured notes
due 2021
Ratings Rationale
Cascades' Ba2 corporate family rating reflects the company's
significant position as one of the leading producers of recycled
paper packaging and tissue products. The rating incorporates the
relative demand stability of the folding boxboard, containerboard
and tissue end markets and expectations of adjusted leverage
improving towards 4 times over the next 12 to 18 months. This is
partially offset by the company's relatively weak operating
margins, volatile fiber costs and the company's tendency to
conduct small debt-financed acquisitions.
Cascades has good liquidity (SGL-2), which is primarily comprised
of CND$181 million of availability (as of March 2014, net of
letters of credit) on a CND$750 million revolving credit facility
(matures February 2016) and our expectation of about $60 million
of free cash flow generation for the next 12 months, after capex
of $150 million. Cascades faces modest debt maturities over the
next 12 months (CND$36 million), with no significant debt
maturities until 2016. Moody's expect adequate headroom under
financial covenants and most of the company's assets are
encumbered.
The stable rating outlook reflects our expectation that Cascades'
end markets will remain stable and leverage and cash flow coverage
metrics will benefit from improved productivity and modest debt
reduction. Cascades ratings may be upgraded if the company's
normalized retained cash flow to adjusted debt is considered to be
sustainable above 17%, and its ratio of adjusted debt to EBITDA
below 3.5x.The ratings might be downgraded in the event that the
company's liquidity position deteriorates significantly or the
company total adjusted debt to EBITDA drops below 4.5x.
The principal methodology used in this rating was the Global Paper
and Forest Products Industry published in October 2013. 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 Kingsey Falls, Quebec, Cascades is a
predominantly North American producer of recycled boxboard,
containerboard, and specialty packaging and tissue products.
CASCADES INC: S&P Assigns 'B' Rating on New Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating and '5' recovery rating to Kingsey Falls, Que.-based
Cascades Inc.'s proposed seven-year and eight-year senior
unsecured notes. Cascades expects to use all or a portion of the
net proceeds from the note offering to repay all on its 2016 and
2017 notes outstanding.
A '5' recovery rating reflects S&P's expectation of "modest" (10%-
30%) recovery in a default scenario.
"Our 'B+' long-term corporate credit rating and stable outlook on
Cascades reflect the company's participation in the forest and
paper products industry, as well as its position as the sixth-
largest North American containerboard manufacturer, and fourth-
largest tissue manufacturer in North America," said Standard &
Poor's credit analyst Rahul Arora.
The ratings and outlook also incorporate S&P's expectations of
EBITDA margins of about 9.2%, debt-to-EBITDA of about 4.9x, and
funds from operations-to-debt of about 13.6% in 2014.
RATINGS LIST
Cascades Inc.
Corporate credit rating B+/Stable/--
Rating Assigned
Proposed unsecured notes B
Recovery rating 5
CENTURY FABRICATORS: Section 341(a) Meeting Set on July 22
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of New Century
Fabricators, Inc., will be held on July 22, 2014, at 11:00 a.m. at
341 Meeting Room, Lafayette, Room 341, 214 Jefferson St.
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.
New Century Fabricators, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. La. Case No. 14-50652) on May 30, 2014. The
petition was signed by James C. Castille as president. The Debtor
estimated assets and liabilities of at least $10 million. The
Keating Firm, APLC, serves as the Debtor's counsel. Judge Robert
Summerhays presides over the case.
CHAMAX LLC: June 20 Bid Deadline Set for Tampa Bay Area Property
----------------------------------------------------------------
Auction firm Tranzon is selling a roughly 824-acre property in the
Tampa Bay area.
Tranzon also said there's no minimum bid. Any deal is subject to
Bankruptcy Court approval in the Chapter 11 case of Chamax LLC.
Sealed bids are due on June 20 at 5:00 p.m. ET. The best and
final auction is scheduled for June 24 at 11:00 a.m. ET.
The Sweetwater Preserve property is located in the Northwest
quadrant of I-75 and Buckeye Road in northern Manatee County,
Florida. The property consists of roughly 824 gross acres and
enjoys roughly 2 miles of frontage on I-75. It lies within the
North County Gateway Overlay District, which consists of over
2,000 acres approved for a wide variety of uses. This area of the
county is being planned in conjunction with the Planned
Development Encouragement Zone (PDEZ) designed to encourage port-
compatible development to serve the growing Port Manatee area.
According to a notice by Tranzon:
-- the preliminary site plan allows roughly 1,719 residential
units and roughly 150,000 square feet of commercial space
-- the property has roughly 2 miles I-75 frontage; and
-- the property is within roughly 10 miles of the new
1-million-square-foot Amazon distribution center.
Tranzon Driggers Walter J. Driggers, III, Lic. Real Estate Broker,
FL Lic# AU707 & AB3145
Buyer's Premium pursuant to court order.
Terms and Conditions
The following summary of Terms & Conditions of Auction Sale is
only intended to provide you a brief outline. For a complete
copy, either download the Property Information Package, if
available, or contact David Bradshaw, AARE at 877-374-4437 or
dbradshaw@tranzon.com
All bidders must agree to all of the Terms & Conditions of Auction
Sale prior to bidding at any Tranzon auction. Listings may be
withdrawn or modified without notice at anytime.
For general information on the auction process, please review the
FAQ-Frequently Asked Questions.
Buyers Premium: If the highest Sealed Bid submitted prior to the
Best and Final Auction becomes the successful bid at the Best and
Final Auction without any incremental increase, the successful
bidder must pay the Flat Fee of $38,000. If the successful bid at
the Best and Final Auction is higher than the highest Sealed Bid
submitted prior to the Best and Final Auction, the successful
bidder shall pay the Flat Fee plus a buyer's premium in an amount
equal to ten percent of the incremental increase.
Closing: Closing will occur 2 weeks following the date the order
is entered by the Court
Deposit Amount: $100,000 cashier's check or wire transfer payable
to Stichter, Riedel, Blain & Prosser, P.A. due by June 20 at 5:00
p.m. ET
Broker Co-op: N/A
Agency Disclosure: The member company acting as auctioneer/agent
is an agent for the seller only.
Chamax, LLC, based in Clearwater, Florida, filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case No. 13-16906) on Dec. 31, 2013,
in Tampa. Harley E Riedel, Esq., and Edward J. Peterson, III,
Esq., at Stichter, Riedel, Blain & Prosser, PA. In its petition,
Chamax estimated $1 million to $10 million in assets, and
liabilities of $10 million to $50 million. The petition was
signed by Tom R. Chapman, manager.
CHANDLER ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Chandler Energy Services LLC
8700 Crownhill #304
San Antonio, TX 78209
Case No.: 14-51539
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Ronald B. King
Debtor's Counsel: Morris E. "Trey" White, III, Esq.
VILLA & WHITE LLP
1100 NW Loop 410, Suite 700
San Antonio, TX 78213
Tel: (210) 225-4500
Fax: (210) 212-4649
Email: treywhite@villawhite.com
Estimated Assets: $1.10 million at Dec. 31, 2012
Estimated Liabilities: $2.22 million at Dec. 31, 2012
The petition was signed by Billy Chandler, member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-51539.pdf
CHESAPEAKE OILFIELD: Moody's Lowers Corp. Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded Chesapeake Oilfield
Operating, L.L.C's Corporate Family Rating (CFR) to Ba3 from Ba2
and confirmed the Ba3 rating on its existing $650 million senior
notes due 2019 (2019 notes). In connection with the planned spin-
off of COO from Chesapeake Energy (Chesapeake, Ba1 stable), COO
will be renamed Seventy Seven Energy Inc. (SSE). A wholly owned
operating subsidiary will be formed, Seventy Seven Operating LLC
(SSO), that will assume all of COO's assets and outstanding debts.
Moody's assigned a Ba1 rating to SSO's proposed $400 million
senior secured term loan. Moody's also assigned a SGL-2 rating to
COO/SSE and changed the rating outlook for COO/SSE to stable.
This concludes the ratings review of COO initiated on February 24,
2014. The new term loan and existing ratings are all subject to
the completion of planned financing transactions and a review of
the final documentation.
"The Ba3 Corporate Family Rating for Seventy Seven Energy reflects
its large asset base and diversification across multiple basins
and service lines," commented Pete Speer, Moody's Senior Vice
President. "The company will have a meaningful contractual backlog
with Chesapeake but will have to further establish and expand its
market position with other E&P customers."
Ratings Rationale
COO is presently a wholly owned subsidiary of Chesapeake. Pursuant
to Chesapeake's plan to spin-off COO to its shareholders, COO is
being renamed and recapitalized. COO will change its name to SSE
and plans to issue debt to fund a nearly $400 million dividend to
Chesapeake and contribute cash to SSO. The dividend will be used
to reimburse Chesapeake for its purchases of drilling rigs that
were under third party operating leases and other equipment.
COO's existing assets and debt obligations will be assumed by SSO
and that operating subsidiary will issue a $400 million term loan
and use the cash contributed from SSE to repay outstanding
borrowings under COO's existing $500 million revolver. The $500
million revolver will be terminated and replaced by an ABL senior
secured revolving credit facility.
The Ba3 CFR for COO/SSE reflects its sizable fleet of land
drilling rigs, pressure pumping equipment and other oilfield
services assets. The pressure pumping fleet is relatively new and
the land drilling fleet is highly capable and competitive for
serving unconventional resource plays. COO/SSE has broad
geographic diversification in the onshore US and it has more
service line diversification than most Ba3 and B1 rated oilfield
services and land drilling peers. Chesapeake's existing
contractual commitments providing for minimum utilization of
drilling rigs and pressure pumping equipment will be terminated,
but these are being replaced with term contracts for drilling rigs
and pressure pumping equipment that provide meaningful contract
cover to COO/SSE for 2014 and 2015.
The rating is restrained by COO/SSE's elevated leverage, with
adjusted debt/LTM EBITDA of 3.7x as of March 31, 2014. The
proposed financing transactions will not significantly affect
adjusted leverage as the new debt to be issued by COO/SSE will be
offset by the reduction in operating leases resulting from
Chesapeake's repurchase of most of the leased rigs. The company
will have limited free cash flow for debt reduction in 2014 owing
to planned investment in new rigs that are largely contracted with
Chesapeake and third party customers. The rating also incorporates
the company's complex capital structure, with senior notes at the
operating subsidiary and debt at the parent company.
If COO/SSE is able to successfully execute its planned growth
initiatives with third party customers and reduce its structural
complexity and financial leverage then the ratings could be
upgraded. Debt/EBITDA below 3x on a sustained basis could result
in a ratings upgrade. If the company's leverage were to
significantly increase because of weak operating performance or a
debt funded acquisition then the ratings could be downgraded.
Debt/EBITDA sustained above 4x could result in a ratings
downgrade.
The SGL-2 rating assigned to COO/SSE is based on Moody's
expectation that the company will maintain good liquidity through
mid 2015 with some free cash flow and estimated borrowing capacity
on its ABL revolver of approximately $275 million. The revolver
has sufficient capacity for working capital needs and potential
shortfalls in cash flows from forecasts. The revolver will have a
borrowing base calculation and ample headroom for covenant
compliance. The company's assets are fully encumbered, limiting
COO/SSE's ability to raise cash through asset sales.
Following the planned transactions, SSO will be an operating
subsidiary of SSE with the ABL revolver, term loan and 2019 senior
notes. The term loan will be secured by a first lien on all of the
company's drilling rigs, oilfield services equipment and other
long-term tangible assets. The ABL revolving credit facility will
be secured by a first lien on all of the company's accounts
receivable, inventory and other current assets as defined in the
agreement. The first priority position and relative size of the
term loan results in it being rated Ba1, or two notches above the
Ba3 CFR under Moody's Loss Given Default Methodology.
The 2019 notes will be unsecured obligations of SSO and guaranteed
by all of SSO's subsidiaries on a senior unsecured basis. SSE will
be a holding company and its planned debt will have no guarantees
from SSO or other subsidiaries. Therefore the 2019 notes will have
a structurally superior claim to the SSO assets over the expected
debt at SSE. The 2019 notes being subordinate to the term loan and
ABL revolver, but ahead of the debt at SSE results in the 2019
senior notes being rated Ba3, or the same as the CFR.
Downgrades:
Issuer: Chesapeake Oilfield Operating (to be renamed Seventy
Seven Energy)
Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD
Corporate Family Rating, Downgraded to Ba3 from Ba2
Confirmations:
Issuer: Chesapeake Oilfield Operating (to be assumed by Seventy
Seven Operating)
Senior Unsecured Regular Bond/Debenture Nov 15, 2019, Confirmed
at Ba3, LGD4-56
Assignments:
Issuer: Chesapeake Oilfield Operating (to be renamed Seventy
Seven Energy)
Speculative Grade Liquidity Rating, Assigned SGL-2
Issuer: Seventy Seven Operating LLC
Senior Secured Bank Credit Facility, Assigned Ba1, LGD2-17
Outlook Actions:
Issuer: Chesapeake Oilfield Operating (to be renamed Seventy
Seven Energy)
Outlook, Changed To Stable From Rating Under Review
Issuer: Seventy Seven Operating LLC
Outlook, Assigned Stable
The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Chesapeake Oilfield Operating, L.L.C. is an oilfield service and
land drilling company based in Oklahoma City, Oklahoma. The
company will be renamed Seventy Seven Energy Inc. upon its planned
spin-off from Chesapeake Energy Corporation.
CHINA AMERICA COOPERATIVE: 3 Claimants File Ch. 11 Petition
-----------------------------------------------------------
Three alleged creditors of China America Cooperative Automotive
Inc. are asking the bankruptcy court in Santa Ana, California, to
send China America to Chapter 11 bankruptcy due to its failure to
pay their consulting fee claims. An involuntary Chapter 11
petition (Bankr. C.D. Cal. Case No. 14-13591) was filed on June 6,
2014, by Lawrence C. May, MacKenzie Mergers and Acquisitions, and
Ronald A. Stella, for China America's failure to pay them $355,000
apiece. The alleged creditors filed the petition without an
attorney.
CHINA AMERICA COOPERATIVE: Involuntary Chapter 11 Case Summary
--------------------------------------------------------------
Alleged Debtor: China America Cooperative Automotive Inc
4 Pineview Lane
Boonton, NJ 07005
Case Number: 14-13591
Type of Business: Cooperative
Involuntary Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Theodor Albert
Woodside Group, LLC and debtor-affiliates' petitioners:
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Lawrence C May Consulting $355,000
1503 Island Way
Weston, FL 33326
MacKenzie Mergers Consulting $355,000
and Acquisitions
1503 Island Way
Weston, FL 33326
Ronald A Stella Consulting $355,000
PO Box 210
Gladstone, NJ 07934
COLDWATER CREEK: Exec Bonus Plan Approved, Objections Dropped
-------------------------------------------------------------
Law360 reported that Judge Brendan Linehan Shannon of the U.S.
Bankruptcy Court for the District of Delaware authorized Coldwater
Creek Inc. to pay bonuses to executives, albeit in a reduced
amount.
To recall, the Official Committee of Unsecured Creditors and the
U.S. Trustee objected to the approval of the proposed bonuses,
which, originally, would have paid more than $3.5 million. After
a weekend of extensive negotiations, the Creditors' Committee
dropped its objection and the bonus programs were revised. Under
the revised programs, the key employee incentive plan (KEIP) bonus
pool will be capped at $1.7 million, down from $3.55 million, Roll
said, while the amount available in key employee retention plan
(KERP) will be trimmed from $1.1 million to $800,000, Law360
related.
The trustee's office dropped its opposition to the KERP after
being assured that none of its 28 participants could be defined as
"insiders" under the Bankruptcy Code, but maintained its objection
to the KEIP, Law360 said.
About Coldwater Creek
Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.
As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.
Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.
Coldwater Creek Inc. estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities. Affiliate
Coldwater Creek U.S. Inc. estimated $100 million to $500 million
in assets and liabilities.
The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent. The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent. Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.
The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.
COLDWATER CREEK: Shoppers Say "Fear and Need" Drove Sales Boom
--------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Coldwater Creek's creditors are at a loss to understand why sales
boomed in the wake of its bankruptcy filing, but it's not a
mystery to the former retailer's target customers.
When Coldwater Creek shoppers found out the company was going
under, they stocked up, the report cited Massachusetts attorney
Alanna Cline, who identified herself as "a very satisfied and
needy customer -- notwithstanding the decline in quality and
design over the past couple of years." The prospect of saving a
couple more bucks at going-out-of-business sales wasn't worth the
risk that favorite items would be sold out, it seems, the report
said. "Fear and need" drove a run on the Coldwater Creek website,
according to Ms. Cline, the report related.
About Coldwater Creek
Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.
As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.
Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.
Coldwater Creek Inc. estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities. Affiliate
Coldwater Creek U.S. Inc. estimated $100 million to $500 million
in assets and liabilities.
The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent. The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent. Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.
The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.
CONNECTEDU INC: Remaining Assets Sold to Three More Purchasers
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConnectEdu Inc., a developer of Internet-based
systems connecting students with educators and prospective
employers, asked the bankruptcy court in Delaware to approve the
sale of its remaining assets to three purchasers.
According to the report, on May 27, the judge approved the sale of
the Academic Management Systems business without an auction to
lender North Atlantic SBIC IV LP under a contract valued at $4
million. The rest of the property auctioned off the same day, with
three different bidders submitting the best offers for different
parts of the assets.
ConnectEdu Inc., a maker of education-related technology, filed
for Chapter 11 bankruptcy protection in Manhattan, on April 28,
2014. The case is In re ConnectEdu, Inc., Case No. 14-11238
(Bankr. S.D.N.Y.). The Debtor's counsel is Wojciech F Jun, Esq.,
and Sharon L. Levine, Esq., at Lowenstein Sandler LLP.
The filing lists ConnectEdu's assets at between $1 million and
$10 million against liabilities of between $10 million and $50
million.
CORTE MADERA, CA: Fitch Cuts Rating on $9.8 Million COPs to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has taken the following rating actions for the Town
of Corte Madera, CA (the town):
-- $9.8 million certificates of participation (COPs), taxable
series 2006 downgraded to 'BB+' from 'BBB-'.
-- Implied general obligation (GO) rating downgraded to 'BBB'
from 'BBB+'.
The town has no GO debt outstanding.
The Rating Outlook remains Negative.
Security
The certificates are secured by lease rental payments for several
assets: the parcels financed by the COPs (an aging but occupied
local strip mall), the town hall, and two fire stations. The town
covenants to budget and appropriate for lease payments and provide
rental interruption insurance. Debt service reserve requirements
are met by a surety bond provided by Ambac.
Key Rating Drivers
Vulnerable Financial Profile: The downgrade reflects the town's
limited financial flexibility, low liquidity levels, significant
deferred capital needs, thin reserves, and continued financial
pressure imposed by the Park Madera enterprise fund.
Weak Financial Oversight, Reporting: The downgrade also reflects
the town's weak financial oversight, including delayed financial
reporting with the fiscal 2013 audit not yet released and the late
issuance of the fiscals 2011 and 2012 audits, and reliance on a
small finance staff.
Spending Pressures: The Negative Outlook reflects Fitch's concern
that increasing pension contributions and operating expenses,
ongoing Park Madera deficits, significant deferred capital needs,
and an inadequately funded self-insurance fund, could result in
expenditures outstripping revenues despite recent economic
improvements and a voter-approved sales tax increase.
Recently Approved Sales Tax: The recent 1/2-cent sales tax hike
could improve the town's cash flow and help stabilize the town's
overall financial profile. However, Fitch views the increased
reliance on an economically sensitive and temporary revenue stream
as insufficient to offset concerns regarding rising spending
pressures.
Low Liquidity: The town relies on market access for issuance of
cash flow notes and on internal borrowing, including borrowing
from fiduciary funds, to satisfy its liquidity needs. Additional
sales tax revenues may improve the town's cash flow over the near
term.
Rating Sensitivities
Borrowing Ability: Limitations in the town's ability to borrow -
either externally through the annual issuance of cash flow notes
or internally - would likely result in a further downgrade.
Improved Cash Flow: Improvement in the town's cash flow and
overall liquidity levels could lead to a Stable Outlook.
Credit Profile
Located in Marin County about 12 miles north of San Francisco, the
town extends from the San Francisco Bay on the east side of
Highway 101 to Mt. Tamalpais on the west, encompassing four square
miles of land plus surrounding water tidelands.
Vulnerable Overall Financial Profile
The fiscal 2012 audit showed improvement in the general fund's
operations, but continued weakness in the town's overall financial
profile. This weakness includes the town's very low liquidity
levels, operating deficits in the Park Madera fund, and very low
or negative balances in other funds that could ultimately impact
the general fund.
Weak General Fund Position
The general fund recorded a $701,000 operating surplus (5% of
spending) in fiscal 2012 due to improving tax revenues and
management's efforts to hold down expenditures. The solid
performance increased the general fund's unrestricted reserve to
$1.5 million or 11.2% of spending. However, Fitch notes that the
general fund recorded a $0 cash balance at year end, continuing a
multiyear trend that began in 2007. In addition, $909,000 of the
fund balance was a loan to the Park Madera fund, which does not
have the financial capacity to repay the obligation. Deducting
this receivable effectively reduces the available unrestricted
balance to 4.6% of spending.
An improving economy, general expenditure constraints, and the
continued deferral of capital needs led to an unaudited general
fund operating surplus of $588,000 in fiscal 2013. Fiscal 2014 is
projected to record a modest increase in reserves.
Fitch acknowledges the improved financial performance, but notes
that the general fund's financial position is insufficient to
absorb potential obligations from the Park Madera fund and other
funds with inadequate balances, like the town's self-insurance
fund.
In addition, increasing pension contributions and the eventual
need to fund deferred capital projects will likely pressure future
financial performance. Management projects that general fund
reserves will likely be drawn upon to finance capital needs in
fiscals 2016 and 2017.
Park Madera Enterprise Fund Deficit
The fiscal 2012 audit recorded a $2.3 million accumulated negative
fund balance in the Park Madera Fund, an enterprise fund
established by the town to account for the operations of the town-
owned strip mall. Ultimately intended to provide sufficient net
revenue to pay annual debt service on the COPs that financed the
mall's acquisition, the fund's operating deficit was $237,561 in
fiscal 2012 and is projected at $290,000 for fiscal 2013.
Management has recommended that the city council use a portion of
the recently approved ? cent sales tax to keep the accumulated
deficit stable beginning in fiscal 2015.
Liquidity Position
The town's operating liquidity needs have been met with annual
cash-flow note issuances and internal borrowing from various
funds, including fiduciary funds. Available cash across all
governmental funds was a low $246,858 at the end of fiscal 2012
and management's monthly cash-flow statement for fiscal 2013
showed monthly ending balances as low as roughly $27,000. Fitch
views balances at this level as leaving the town vulnerable to
unexpected though not necessarily uncommon financial events.
The town's liquidity position may improve in fiscal 2015 once
receipts from the increased sales tax are collected. The six-year
tax, which was effective on April 1, 2014, is expected to be used
for a number of purposes. Management proposes to retain some funds
to reduce future cash-flow borrowing and to dedicate $500,000 from
the estimated annual $1.8 million-$2.2 million in revenue to fund
an irrevocable trust for other post-employment benefits (OPEB). As
noted above, management has also proposed to make an annual
transfer to the Park Madera fund to stabilize the growing
accumulated deficit fund balance.
Delayed Financial Reporting
The fiscal 2013 audit is not yet complete and final results are
not expected until late June 2014. This schedule continues a
multiyear trend of significantly delayed audit results. Fitch
views the timely release of financial audits as a critical
component of good governance.
Moderate To High Debt Burden
Largely due to debt issued by overlapping entities, the town's
overall debt burden is high at $8,101 per capita but moderate at
3.0% of fiscal 2014 assessed value (AV). Direct debt amortizes at
a very slow rate at approximately 26% repaid within 10 years. The
town does not plan to issue any additional debt over the next few
years.
The town's carrying costs were midrange at 22.1% of governmental
spending in fiscal 2012, but are expected to increase due to
climbing pension and OPEB contributions. The town's pension
contributions amounted to $1.7 million (12.6% of general fund
spending) in fiscal 2012. Fitch views the town's increasing fixed
costs with concern given its relatively weak overall financial
operations and minimal reserves.
Sound Economy
While the town is largely residential, it also serves as a
regional retail center that attracts shoppers from the affluent
surrounding area, including San Francisco. Wealth levels remain
very high and the unemployment rate remains relatively low at 5.0%
(March 2014) compared to the state (8.4%) and nation (6.8%).
The town's property tax base is modestly concentrated, with the
top 10 taxpayers, many of which are retail concerns, comprising
approximately 16.3% of fiscal 2013 AV. Ongoing development and a
recovery in housing values increased fiscal 2014 AV 4% above the
previous year. Additional AV gains are expected, given on-going
commercial and residential development in the area.
CRAFT INTERNATIONAL: Consulting Firm Files Chapter 11 in Dallas
---------------------------------------------------------------
Craft International LLC, dba The Craft, in Dallas, Texas, filed a
voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 14-32605)
on May 30, 2014. Craft is a consulting and training company
founded by the late U.S. Marine Chris Kyle.
The Hon. Stacey G. Jernigan presides over the case. Seymour
Roberts, Jr., at Neligan Foley LLP, serves as the Debtor's general
counsel. Sumner, Schick & Pace, LLP, serves as the Debtor's
litigation counsel.
Craft estimated assets of $50,000 to $100,000 and liabilities of
$1 million to $10 million.
The petition was signed by Steven Young, Craft's chief executive
officer and manager.
Korri Kezar, writing for Dallas Business Journal, reported that
Craft, according to court documents, is experiencing problems with
funding and an ownership dispute between Mr. Kyle's widow, Taya
and the company's current executives.
The Wall Street Journal said the bankruptcy also could sort out
claims of several dozen investors who are owed more than $2.6
million. According to WSJ, some of the company's investors say
the training business doesn't have enough funding to continue
operating. Craft also is in the throes of an ownership dispute,
with Craft CEO Steven Young and COO Bo French challenging clams by
Taya Kyle that she inherited the company.
Bussiness Journal said Craft did not return calls for comment.
According to the Business Journal report, Mr. Kyle wrote 'American
Sniper,' which is being adapted into a movie starring Bradley
Cooper and directed by Clint Eastwood. He was shot to death along
with a neighbor after they took another former Marine to a gun
range to help him adjust to life after the military.
CRYOPORT INC: Has Private Placement of $115,600 Securities
----------------------------------------------------------
Cryoport, Inc., on May 29, 2014, entered into definitive
agreements for a private placement of its securities to certain
institutional and accredited investors for aggregate gross
proceeds of $115,600 (approximately $38,275 after estimated cash
offering expenses) pursuant to certain Subscription Agreements and
Elections to Convert between the Company and the Investors. The
Company intends to use the net proceeds for working capital
purposes.
Pursuant to the Subscription Agreements, the Company issued shares
of Class A Convertible Preferred Stock and warrants to purchase
common stock of the Registrant. The shares and warrants were
issued as a unit consisting of (i) one share of Class A
Convertible Preferred Stock of the Company and (ii) one warrant to
purchase eight shares of Common Stock at an exercise price of
$0.50 per share, which will be immediately exercisable and may be
exercised at any time on or before March 31, 2019. A total of
9,633 Units were issued in exchange for gross proceeds of
$115,600, or $12.00 per Unit.
Pursuant to the terms of the promissory notes issued by the
Company between Dec. 6, 2013, and March 13, 2014, with a total
original principal amount of $1,793,000 (the "5% Bridge Notes"),
the issuance of the Units to Investors at $12.00 per Unit entitled
the holders of the 5% Bridge Notes to convert up to the entire
principal amount and accrued interest under the 5% Bridge Notes
into Units at a rate of $10.80 per Unit. Through May 29, 2014, 5%
Bridge Note holders of $1,743,000 in original principal sum
elected to convert their 5% Bridge Notes for Units.
Emergent Financial Group, Inc., served as the Company's placement
agent in this transaction and received, with respect to the gross
proceeds received from Investors who converted their 5% Bridge
Notes into Units, a commission of 3% and a non-accountable finance
fee of 1% of those proceeds, and with respect to gross proceeds
received from all other Investors, a commission of 10% and a non-
accountable finance fee of 3% of the aggregate gross proceeds
received from those Investors, plus reimbursement of legal
expenses of up to $40,000. Emergent Financial Group, Inc., will
also be issued a warrant to purchase three shares of Common Stock
at an exercise price of $0.50 per share for each Unit issued in
this transaction. The Company and Emergent Financial Group, Inc.
have agreed that the offering of Units to new Investors will
conclude on June 16, 2014.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013. The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception. Although the Company has cash and cash equivalents of
$563,104 at March 31, 2013, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2013, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2014. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
Cryoport incurred a net loss of $6.38 million for the year ended
March 31, 2013, as compared with a net loss of $7.83 million for
the year ended March 31, 2012.
For the year ended March 31, 2014, Cryoport reported a net loss of
$19.56 million on $2.65 million of net revenues as compared with a
net loss of $6.38 million on $1.10 million of net revenues for the
year ended March 31, 2014.
The Company's balance sheet at March 31, 2014, showed $1.70
million in total assets, $4.01 million in total liabilities and a
$2.30 million total stockholders' deficit.
DARE BUILDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dare Building Supply, Inc.
PO Box 23
Buxton, NC 27920
Case No.: 14-03240
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Greenville Division)
Judge: Hon. David M. Warren
Debtor's Counsel: John G. Rhyne, Esq.
JOHN G. RHYNE, ATTORNEY AT LAW
P.O. Box 8327
Wilson, NC 27893
Tel: 252 234-9933
Email: johnrhyne@johnrhynelaw.com
Total Assets: $2.13 million
Total Liabilities: $1.77 million
The petition was signed by Wayne Midgette, president.
A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-03240.pdf
DETROIT, MI: Goats in Blighted Areas Given Deadline
---------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that campaign by the hedge fund manager Mark Spitznagel
to let goats graze in Detroit has hit a snag after the head of the
city of Detroit's animal control, gave the goats' caretakers until
today to take the animals out of the blighted areas.
According to the report, Harry Ward, the head of Detroit's animal
control, was alerted to the grazing after reading about Mr.
Spitznagel's goats in an article in The New York Times. He said
he had been prepared to seize the goats but after assessing the
situation, determined that they had adequate food and shelter, the
report said. He gave the goats -- and their caretakers -- until
Monday to leave the neighborhood; they will be seized otherwise,
the report related.
About City of Detroit, Michigan
The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers was appointed
in the case. The Retirees' Committee is represented by Dentons US
LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.
DETROIT, MI: Orr Says $1 Billion Bankruptcy Deal at Risk
--------------------------------------------------------
David Eggert, writing for The Associated Press, reported that
Kevyn Orr, the city of Detroit's emergency manager, warned that an
aid package of nearly $1 billion could unravel unless city
employees and retirees approve a deal to cut their pensions by up
to 4.5 percent.
According to the report, Mr. Orr said he worries city workers and
retirees voting on the pension deal will make a "protest vote" or
be influenced by creditors like bond insurers trying to undermine
the agreement with "misinformation." The nearly $1 billion aid is
composed of $195 million in upfront state money and $466 million
in commitments from foundations and the Detroit Institute of Arts.
About City of Detroit, Michigan
The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers was appointed
in the case. The Retirees' Committee is represented by Dentons US
LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.
DOLAN MHC: Case Summary & 12 Unsecured Creditors
------------------------------------------------
Debtor: Dolan MHC, LLC, a Mississippi Corporation
P.O. Box 5232
Brandon, MS 39047
Case No.: 14-50906
Chapter 11 Petition Date: May 29, 2014
Court: United States Bankruptcy Court
Southern District of Mississippi
(Gulfport-6 Divisional Office)
Judge: Hon. Katharine M. Samson
Debtor's Counsel: William J. Little, Jr., Esq.
LENTZ & LITTLE, P.A.
2102 23rd Ave.
Gulfport, MS 39501
Tel: 228-867-6050
Fax: 228-867-6077
Email: littlewj@bellsouth.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles A. Thomasello, manager.
A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mssb14-50906.pdf
DUNE ENERGY: Stockholders Elected Six Directors
-----------------------------------------------
Duner Energy, Inc., held its 2014 annual meeting of stockholders
on June 4 at which the stockholders:
(i) elected Marjorie L. Bowen, John R. Brecker, Michael R.
Keener, Alexander A. Kulpecz, Jr., Robert A. Schmitz and
James A. Watt to serve on the board of directors during
2014 and until our next annual meeting;
(ii) ratified the appointment of MaloneBailey LLP as
independent registered public accounting firm of the
Company for the fiscal year ending Dec. 31, 2014; and
(iii) approved, on an advisory basis, the compensation of the
named executive officers.
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
Dune Energy reported a net loss of $46.98 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.41 million in
2011. As of March 31, 2014, the Company had $259.73 million in
total assets, $138.79 million in total liabilities and $120.94
million in total stockholders' equity.
ECO BUILDING: Closes up to $3.4 Million in Financing
----------------------------------------------------
Eco Building Products, Inc., entered into a Securities Purchase
Agreement with Dominion Capital, LLC, Redwood Management, LLC,
Redwood Fund II, LLC and Redwood Fund III, LLC, whereby the
Investors agreed to fund the Company with a total of up to
$3,400,000 in a newly created Series C 12 percent Convertible
Preferred Stock.
Proceeds of the transactions will be used to support filling a
backlog in purchase orders from Major Big Box Customer and to
increase production capacity at its manufacturing facilities
stemming from a growing demand for Eco Red Shield treated lumber
at its Major Customer following a successful Second Pilot
commercial launch program.
"This funding represents a transformational milestone for the
Company from a revenue growth and sales trajectory standpoint,"
said Steven Conboy, president & CEO of Eco Building Products. "We
now have the capital needed to meet a recent dramatic increase in
demand for Eco Red Shield from our Major Big Box Customer, who is
now in a position to begin aggressively marketing our product to
its massive customer base as an optimized solution to meet key
unmet needs in the $60B North American lumber industry. We have
positioned ourselves extremely well to meet an expected continued
surge in demand for fire-resistant and mold-resistant lumber in
the new construction industry, especially in light of recent
wildfires in San Diego County and mold-related housing
condemnations following Hurricane Sandy in New Jersey and Long
Island. We believe Eco Red Shield has the potential to replace
existing entrenched chemical products in the wood treatment
industry, with the potential to reach over $1B in sales."
In February 2014, the Company expanded its distribution channels
in a Second Pilot program with its Major Customer to 104 stores
from an original Initial Pilot program of 10 stores in November
2013. The significant increase in orders for Eco Red Shield since
that time has caused the Company to consider strategic options to
fuel an expected rapid growth in demand following the completion
of the successful Second Pilot roll-out.
According to Wood Markets, the North American lumber industry is
expected to grow to over $60B in 2015, up 40% from 2009. It is
widely acknowledged that the most significant unmet category in
the lumber industry is for fire resistant and mold-resistant wood
that will improve the safety and longevity of new housing
construction. Eco Red Shield provides a comprehensive,
environmentally-friendly, risk-mitigating solution that has the
potential to replace the current standard in the $2.7B wood
coating chemicals industry, while producing safe and ecologically-
friendly products for the millions served annually by the lumber
industry.
Additional information is available for free at:
http://is.gd/BHMJZv
About Eco Building
Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.
Eco Building incurred a net loss of $24.59 million on $5.22
million of total revenue for the year ended June 30, 2013, as
compared with a net loss of $11.17 million on $3.72 million of
total revenue during the prior year.
The Company's balance sheet at March 31, 2014, showed $2.71
million in total assets, $46.66 million in total liabilities and a
$43.95 million total stockholders' deficit.
Sam Kan & Company, in Alameda, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013. The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
EDGENET INC: Former Execs Get Breathing Room for Auction Bid
------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge agreed to push
back the timetable of Edgenet Inc.'s planned bankruptcy sale,
allowing a group of its former principals four extra days to put
together a bid for the data technology company. According to the
report, Judge Shannon's decision came in response to an emergency
motion filed by three former employees, who sought additional time
to arrange financing for a competing offer to the current $5.5
million stalking horse bid.
About Edgenet Inc.
Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices. Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA. The Company
has 80 employees.
Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.
Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.
Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.
The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.
Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.
EMANUEL L. COHEN: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Emanuel L. Cohen 14-23125
D.I.T., Inc. 14-23126
680 S. Military Trail
Deerfield Beach, FL 33442
Salon's Best, Inc. 14-23129
POB 929
Boca Raton, FL 33431
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Hon. Raymond B Ray
Debtor's Counsel: Kenneth S Rappaport, Esq.
RAPPAPORT OSBORNE & RAPPAPORT PL
1300 N Federal Hwy #203
Boca Raton, FL 33432
Tel: (561) 368-2200
Email: rappaport@kennethrappaportlawoffice.com
Total Total
Assets Liabilities
--------- -----------
D.I.T., Inc. $12MM $12MM
Salon's Best, Inc $12MM $12MM
The petitions were signed by Emanuel L. Cohen, president.
The debtors are seeking joint administration of their cases with
the Cohen case being the lead case.
List of D.I.T. Inc.'s 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Allianz Global Corporate & Trade Debt $4,808
Specialty
Ameritas Life Insurance Corp Trade Debt $4,889
Bank Hapoalim BM New York Trade Debt $4,816,666
c/o Peter H. Levitt, Esq
Shutts & Bowen LLP
1500 Miami Ctr, 201 S
Biscayne Blvd
Miami, FL 33131
Clearwater Services Trade Debt $3,500
Curio Wieselthier & Cohen CPA PC Trade Debt $4,500
FedEx Trade Debt $2,454
Gold Coast Freightways Inc Trade Debt $1,897
Harold Ickowitz Trade Debt $3,700,000
c/o Howard Bregman, Esq.
Fox Rothschild LLP
222 Lakeview Avenue, Suite 700
West Palm Beach, FL 33401
Harvey Millstein Trade Debt $200,000
Intermarket Insurance Agcy Inc Trade Debt $11,576
Kenneth Karlstein Trade Debt $879,000
15 W 81 St
New York, NY 10024
KIF Property Trust Trade Debt $23,883
Lou Pell Trade Debt $300,000
1 W 72 St
New York, NY 10021
Multi-Intercontiente LDA Trade Debt $225,000
Neighorhood Health Trade Debt $4,895
Partnership Inc
Sisto International Shipping Trade Debt $3,745
Star Europa Trade Debt $327,000
Piazza Colombo, 3/6
16121 Genova
ITALY
The Hartford Trade Debt $5,261
UnitedHealthcare Insurance Trade Debt $4,889
Company
Windstream Communications Trade Debt $2,332
List of Salon's Best, Inc.'s five Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bank Hapoalim BM New York Trade Debt $4,816,666
c/o Peter H. Levitt, Esq
Shutts & Bowen LLP
1500 Miami Ctr, 201 S
Biscayne Blvd
Miami, FL 33131
Harold Ickowitz Trade Debt $3,700,000
c/o Howard Bregman, Esq.
Fox Rothschild LLP
222 Lakeview Avenue, Suite
700
West Palm Beach, FL 33401
Harvey Millstein Trade Debt $200,000
250 E 63 St
New York, NY 10021
Kenneth Karlstein Trade Debt $879,000
15 W 81 St
New York, NY 10024
Lou Pell Trade Debt $300,000
1 W 72 St
New York, NY 10021
FAIRHAVEN REST: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fairhaven Rest Home, Inc.
dba Madison Park
PO Box 2806
Huntington, WV 25727
Case No.: 14-30220
Nature of Business: Health Care
Chapter 11 Petition Date: May 27, 2014
Court: United States Bankruptcy Court
Southern District of West Virginia (Huntington)
Judge: Hon. Ronald G. Pearson
Debtor's Counsel: Mitchell Lee Klein, Esq.
KLEIN AND SHERIDAN LC
3566 Teays Valley Road
Hurricane, WV 25526
Tel: (304) 562-7111
Fax: (304) 562-7115
Email: swhittington@kleinandsheridan.com
help@kleinandsheridan.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald McCall, vice president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb14-30220.pdf
FUSION TELECOMMUNICATIONS: Okayed for Listing on Nasdaq Capital
---------------------------------------------------------------
Fusion's common stock has been approved for listing on the Nasdaq
Capital Market and is expected to commence trading on Nasdaq under
the ticker symbol "FSNN" on June 9, 2014. The Company's common
stock will continue to trade as "FSNND" on the OTCQB until the
market closes on June 6, 2014.
Matthew Rosen, CEO of Fusion, said "Up-listing to Nasdaq
represents a milestone for Fusion as we continue our transition to
being a leading player in the rapidly growing field of cloud
services. Trading on the Nasdaq Capital Market will expand our
visibility and provide us with access to a broader investor base
leading to better liquidity for shareholders."
The Company expects that the up-listing will enhance its
visibility to investors, as well as strengthen the liquidity of
its common stock. The Company also expects that the move to
Nasdaq will enable more mutual funds, pension funds, and other
institutional holders to invest in the Company's common stock.
Mr. Rosen added, "We expect to welcome many new shareholders in
the coming months and years, as we continue telling the Fusion
story as a Nasdaq-listed company."
About Fusion Telecommunications
New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.
Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.
The Company's balance sheet at March 31, 2014, showed $69.69
million in total assets, $58.51 million in total liabilities and
$11.18 million in total stockholders' equity.
GATES GLOBAL: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned ratings to Gates Global LLC --
Corporate Family and Probability of Default ratings at B3 and B3-
PD, respectively. Gates will be the intermediate parent holding
company for the operations of the Gates businesses following its
acquisition by affiliates of the Blackstone Group, LLC. In a
related action Moody's assigned B2 ratings to Gates' senior
secured bank credit facilities, and assigned a Caa2 rating to the
senior unsecured notes. The transaction will be funded with $2.8
billion of senior secured term loans, $1.4 billion of senior
unsecured notes, and $1.6 billion of equity. The rating outlook is
stable.
Ratings Assigned:
Gates Global LLC
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$125 million Senior Secured revolving credit facility due 2019,
B2 (LGD3, 34%);
$2,490 million Senior Secured Term Loan due 2021, B2 (LGD3,
34%);
EUR200 million Senior Secured Term Loan due 2021, B2 (LGD3,
34%);
$1,040 million senior unsecured notes due 2022, Caa2 (LGD5,
85%);
EUR235 million senior unsecured notes due 2022, Caa2 (LGD5,
85%).
The asset based revolving credit facility is not rated by Moody's.
Ratings Rationale
The B3 Corporate Family Rating incorporates Gates' weak credit
metrics following the transaction balanced by the company's strong
competitive position in its product markets. For the LTM period
ending March 29, 2014, pro forma debt/EBITDA and EBITA/interest
are estimated to be about 7.3x and 2.1x, respectively. While the
debt/EBITDA metric is weak for the assigned rating, the
EBITA/Interest supports the rating, and Moody's believes Gates
maintains strong competitive attributes which should sustain the
company's leading market positions. These attributes include a
global presence with balanced regional exposures. In North America
(46% of revenues) the company benefits from recovering economic
conditions, increasing automobile sales, and a large growing
market of registered automobiles. The company's Europe, Middle
East, and Africa exposure (EMEA, at 27% of revenues) should
benefit from gradually recovering economic conditions in Europe.
Gates' markets in Asia/Pacific (22% of revenues) continues to
represent an area of both growth and opportunity for increasing
market penetration for the company. Moody's believes Gates
maintains a strong brand name as a manufacturer of power
transmission and fluid power products supported by the company's
history and longstanding customer relationships. The rating also
benefits from the company's diverse end markets with the
automotive and industrial replacement markets representing 33%,
and 29% of revenues, respectively. The industrial and automotive
first fit markets each represent 19% of revenues.
Moody's believes that, notwithstanding the benefit of Gates'
regional revenue diversity, varying regional pressures which have
resulted in soft revenue growth over the recent years are likely
to continue over the intermediate-term. While management has
demonstrated improvements in operating efficiency, operating
profitability over the recent years also has been supported by
lower raw material pricing. As such, Moody's believes, the
opportunity to reduce debt over the intermediate-term will rely on
Gates' ability to significantly improve operating performance
through cost efficiencies.
The stable outlook considers the above challenges with regard to
regional economies, balanced by Gates' solid position as a
manufacturer of power transmission and fluid power products, and
good liquidity position.
Gates is anticipated to maintain a good liquidity profile over the
near-term supported by availability under a $125 million revolving
credit facility, the availability under a $325 million asset based
revolving credit facility, and expected free cash flow generation.
Pro forma for the acquisition, the liquidity facilities are
expected to be unfunded at closing. At March 29, 2014 there were
$49 million of letters of credit outstanding which would likely be
included under the cash flow revolver. Based on Moody's estimates,
the company's balance sheet at March 29, 2014 should support
access to the vast majority of the $325 million ABL revolving
credit facility. In addition, cash on hand is anticipated to be
approximately $125 million at closing. With a stable business
environment and moderate levels of capital expenditures needed to
support growth, Gates should be free cash flow positive on an LTM
basis over the near-term. The principal financial covenant under
the bank credit facilities is expected to be a springing net
leverage ratio test when availability under the revolving credit
falls below certain levels. The asset based revolving credit is
expected to have a springing fixed charge coverage ratio test when
availability falls below certain levels.
Future events that have the potential to drive Gates' outlook or
rating higher include: improvements in operating performance and
continued consistent free cash flow generation, resulting in
Debt/EBITDA below 6.5x.
Future events that have the potential to drive Gates' outlook or
rating lower include weaknesses in operating performance which is
not offset by successful restructuring actions, debt/EBITDA
sustained over 7x or EBITA/Interest approaching 1.0x, or
deterioration in the company's liquidity position.
The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Gates Global LLC, headquartered in Denver, Colorado, is a leading
global manufacturer of power transmission belts and fluid power
products that are highly engineered and critical components, used
in diverse industrial and automotive applications. Gates derives a
majority of its sales from replacement markets around the world.
In FY 2013 ongoing operations generated sales of US$2.9 billion.
GENERAL MOTORS: Plaintiffs' Lawyers Take Aim at Co. for Recall
--------------------------------------------------------------
Ashby Jones, writing for The Wall Street Journal, reported that
General Motors Co.'s size and self-confessed failures in an
internal report are attracting lawyers who forged some of the
biggest civil settlements ever, from the landmark tobacco
litigation to the Exxon Valdez disaster to Toyota Motor Corp.'s
unintended-acceleration problems.
According to the report, more than 80 ignition-switch-related
civil lawsuits have been filed against GM, most seeking alleged
economic damages, such as repair costs and declines in resale
value on about 2.6 million cars recalled since February. The
average depreciation claim alone might total $500 to $1,000 per
car, according to lawyers who have filed suits against GM, the
report related. The company also will have to fight suits
claiming the defective ignition switches caused serious injuries
and deaths, the report further related.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
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
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- 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. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. 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.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
GEOVIC MINING: TSX to Delist Securities After Non-Compliance
------------------------------------------------------------
Geovic Mining Corp. on June 3 disclosed that it has received
notice from the Toronto Stock Exchange that the TSX has determined
to delist Geovic's securities from the TSX for failure to meet the
continued listing requirements of the TSX. The delisting will be
effective at the close of market on July 3, 2014.
About Geovic
Geovic -- http://www.geovic.net-- is a U.S.-based corporation
whose principal asset is a 60.5% indirect ownership of a
significant cobalt-nickel-manganese deposit in the Republic of
Cameroon, Africa.
GIULIANO PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Giuliano Properties, Inc.
248-50 Market Street
Philadelphia, PA 19106
Case No.: 14-14530
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 3, 2014
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Eric L. Frank
Debtor's Counsel: Thomas Daniel Bielli, Esq.
O'KELLY ERNST & BIELLI, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Tel: 215-543-7182
Fax: 215-525-9648
Email: tbielli@oeblegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Giampaolo Duva, president.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
GREENSTAR AGRICULTURAL: OSC Issues Temporary Cease Trade Order
--------------------------------------------------------------
GreenStar Agricultural Corporation on June 4 disclosed that a
temporary cease trade order has been issued by the Ontario
Securities Commission on June 3, 2014. The OSC has issued the
order due to the Company's delay in filing its audited financial
statements for the year ended December 31, 2013 and unaudited
interim financial statements of the Company for the three month
period ended March 31, 2014, accompanying management's discussion
and analysis, and related CEO and CFO certifications, as required
by Ontario securities law.
The Company previously applied for, and was granted a management
cease trade order on May 16, 2014 which MCTO imposes restrictions
on all trading in and all acquisitions of securities of the
Company, whether direct or indirect, by the Chief Executive
Officer and the Chief Financial Officer of the Company until the
Company files the Required Filings.
Notwithstanding the MCTO, the Company believes that the OSC
decided to issue the temporary cease trade order due to the
concern that the audit wouldn't be completed by June 30, 2014.
The temporary order directs that all trading in the securities of
the Company, whether direct or indirect, cease for a period of
fifteen days from June 3, 2014. The OSC also gave notice that if
the default continues, a hearing will be held to consider whether
an order should be made that all trading in the securities of the
Company cease permanently or for such period as is specified in
such order by reason of the continued default.
The delay in filing was the result of GreenStar having received
notice from its auditors that they were not able to provide an
audit opinion by the filing deadline for the Annual Filings. On
May 21, 2014, GreenStar announced that its audit committee has
identified certain corporate governance and administrative
deficiencies which contributed to the delay in the audit. The
audit committee has since been working with Mr. Guan Lianyun,
President and CEO of the Company, to ascertain further details of
these deficiencies. Mr. Guan has advised that the Company's
Pucheng, PRC finance department, led by the Company's local
controller, have not been co-operative with the Company's auditors
or the Company's audit committee's efforts to complete the 2013
year end audit on schedule. In particular, the local controller
has taken control of the Company's finance chop (seal) which has
resulted in the inability of the Company to obtain assistance and
certain required information from the Company's banks and tax
authorities during the auditing process. Mr. Guan is in control
of the Company's legal representative chop. Both the legal
representative chop and the finance chop are required to execute
banking transactions; as such, the finance chop alone does not
allow the local controller to undertake banking transactions and
Mr. Guan has advised that the bank accounts are secure. Mr. Guan
has advised the board that the local controller and other PRC
finance department staff are taking such actions with a view to
advance their positions in negotiations regarding elements of
their remuneration.
Mr. Guan, at the direction of, and in cooperation with the board
of directors of the Company, has now initiated steps to remove the
banking authority of the local controller and to replace the
finance chop. In this regard, the loss of the finance chop has
been reported to local government and law enforcement authorities.
Local governmental authorities have advised that the replacement
of the finance chop normally takes approximately 30 days to
complete, but Mr. Guan has been assured that this process is being
expedited in an effort to replace the finance chop. Once the
finance chop is replaced, the auditors and the audit committee can
then complete certain procedures at the banks and the tax bureaus
which are part of the audit process.
The Board has been assured by Mr. Guan that he will provide his
full cooperation in an effort to undertake all steps necessary to
complete the audit and implement additional corporate governance
systems to avoid such situations in the future. In the interim,
the board is taking all reasonable steps to verify the
circumstances as presented, and the Company's legal counsel and
CFO will attend at the Company in Pucheng later this week. It is
likely that full verification steps cannot be completed until the
Company finance chop is replaced.
The Company's intention is to take all action in its power to
complete the Required Filings as soon as possible in order to lift
the cease trade order. It is the goal and expectation of the
Board that the audit will be completed by June 30, 2014, and while
this target date cannot be assured, the Board is taking all
possible steps to meet this timeline. This update does not mean
that the Company has finished its work, nor can it provide any
assurance on the timing or the likelihood of the completion of the
audit.
Mr. Guan Lianyun, President and CEO of GreenStar commented, "While
it is very unfortunate that this situation arose and caused delays
in completing the Company's audit and the Annual Filings, we
confirm that GreenStar has contingencies in place and has taken
steps to continue to operate its business operations in China."
The Company also cancelled the annual and special meeting of
shareholders originally scheduled for June 26, 2014 due to the
delay in completing the Annual Filings. The Company has
rescheduled the meeting to September 19, 2014.
The Company confirms that it will satisfy the provisions of the
alternative information guidelines under NP 12-203 by issuing
bi-weekly default status reports in the form of news releases as
long as it remains in default of the filing requirements to file
the Required Filings within the prescribed period of time.
GreenStar is not subject to any insolvency proceedings at the
present time. The Company confirms that there is no other material
information relating to its affairs that has not been generally
disclosed.
A copy of the temporary cease trade order can be found at the
Company's website at www.greenstaragricultural.com
About GreenStar
GreenStar operates two main divisions, agricultural and food
processing. The agricultural division is involved in the
cultivation and harvesting of agricultural products such as fresh
fruit and vegetables, for sale either directly as fresh fruit and
vegetables or canned, and sold overseas and domestically. The
food processing division is primarily involved in the processing
of canned food, which includes canned tomato paste, canned boiled
bamboo shoots, canned oranges, canned peaches and various other
types of fruits and vegetables.
GRIDLEY BUSINESS TRUST: Case Summary & Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
06-010 Gridley Business Trust 14-14028
6767 W. Tropicana Avenue, Ste. 206
Las Vegas, NV 89103
06-007 Biggs Business Trust 14-14027
6767 W. Tropicana Avenue, Ste. 206
Las Vegas, NV 89103
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. August B. Landis
Debtors' Counsel: Timothy P. Thomas, Esq.
LAW OFFICES OF TIMOTHY P. THOMAS, LLC
8670 W. Cheyenne Ave. #120
Las Vegas, NV 89129
Tel: (702) 227-0011
Fax: (702)227-0015
Email: TTHOMAS@TTHOMASLAW.COM
Total Total
Assets Liabilities
----------- -----------
06-010 Gridley Business Trust $1.21MM $694,384
06-007 Biggs Business Trust $1.15MM $459,670
The petitions were signed by Peter J. Becker, managing member of
Trustee, Mesa Asset Management, LLC.
A list of 06-010 Gridley Business Trust's three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nvb14-14028.pdf
A list of 06-007 Biggs Business Trust's four largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nvb14-14727.pdf
HASHFAST LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: HashFast LLC
100 Bush Street
San Francisco, CA 94103
Case No.: 14-30866
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Hon. Dennis Montali
Debtor's Counsel: Jessica M. Mickelsen, Esq.
KATTEN MUCHIN ROSENMAN LLP
2029 Century Park E 26th Fl.
Los Angeles, CA 90067-3012
Tel: (310)788-4425
Email: jessica.mickelsen@kattenlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $50,000 to $100,000
The petition was signed by Simon Barber, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb14-30866.pdf
HOLLY HILL: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Holly Hill Community Church
1111 W. Sunset Blvd.
Los Angeles, CA 90210
Case No.: 14-21070
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Julia W. Brand
Debtor's Counsel: W Dan Lee, Esq.
LEE LAW OFFICES
4311 Wilshire Blvd., Ste 620
Los Angeles, CA 90010
Tel: 213-908-2245
Total Assets: $20 million
Total Liabilities: $12 million
The petition was signed by John Jongchun Suh, pastor & CEO.
List of Debtor's nine Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
LA Tax Assessor
LA County Tax Assessor's Office Property taxes $500,000
JB Sunset Partnership Deed of Trust $3,500,000
The Dreyfuss Firm
Attn: Bruce Dannemeyer, Esq.
7700 Irvine Center Drive, Suite 710
Irvine, CA 92618
Tel: (949) 727-0977
JB Sunset Partnership Deed of Trust $,000,0000
The Dreyfuss Firm
Attn: Bruce Dannemeyer, Esq.
7700 Irvine Center Drive, Suite 710
Irvine, CA 92618
Tel: (949) 727-0977
Edwin M. Rosenberg, ALC Judgment $13,046
1111 Sunset Blvd, LP Judgment $265,000
Buchalter Nemer
Attn: Michael Wachtell, Esq.
1000 Wilshire Blvd, Suite 1500
Los Angeles, CA
Tel: (213) 891-0700
1111 Sunset Blvd, LP Judgment $84,731
Buchalter Nemer
Attn: Michael Wachtell, Esq.
1000 Wilshire Blvd, Suite 1500
Los Angeles, CA
Tel: (213) 891-0700
111 Sunset, LLC Judgment $349,731
Buchalter Nemer
Attn: Michael Wachtell, Esq.
1000 Wilshire Blvd, Suite 1500
Los Angeles, CA
Tel: (213) 891-0700
Downton Capital, LLC Deed of Trust $5,928,140
Buchalter Nemer
Attn: Michael Wachtell, Esq.
1000 Wilshire Blvd, Suite 1500
Los Angeles, CA
Tel: (213) 891-0700
Parker Shumaker Mills, LLC Deed of Trust $1,650,000
& Law Offices of C. James Sohn
Parker Shumaker Mills, LLP
Attn: David Yang, Esq.
801 S. Figueroa Street, Suite 1200
Los Angeles, CA 90017-5569
Tel: (213) 622-4441
&
C. James Sohn, Esq.
11900 Shasta Circle
Cerritos, CA 90701
Tel: (562) 419-4246
IGN CUISINE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: IGN Cuisine Corporation
6 Kinderkamack Road
Montvale, NJ 07645
Case No.: 14-21701
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Debtor's Counsel: Nicole L. Perskie, Esq.
LAW OFFICES OF LEWIS & PERSKIE
505 Hamilton Avenue, Suite 105
Linwood, NJ 08221
Tel: (856) 927-4200
Fax: (856) 353-6943
Email: nperskie@gmail.com
Estimated Assets: Not indicated
Estimated Liabilities: Not indicated
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
IMMUCOR INC: Lifting of FDA NOIR No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service said that Immucor Inc.'s recent
announcement on the lifting of the Notice of Intent to Revoke
("NOIR") by the U.S. Food and Drug Administration (FDA) is credit
positive. However, its B3 corporate family rating and stable
rating outlook are not affected by the announcement.
The principal methodology used in rating Immucor, Inc was the
Global Medical Product and Device Industry Methodology published
in October 2012. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Immucor, Inc., headquartered in Norcross, Georgia, is a leading
in-vitro diagnostic blood typing and screening company that
develops and manufactures reagents and automated systems used by
hospitals, donor centers and reference laboratories. Immucor
reported net annual sales of approximately $348 million in FY
2013.
INTELLICELL BIOSCIENCES: JJK Partners Reports 6% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, JJK Partners, LLC, and Joseph K. Krivulka disclosed
that as of May 29, 2013, they beneficially owned 15,058,049 shares
of series B preferred stock and 19,000,000 shares of common stock
of Intellicell Biosciences, Inc., representing 6 percent of the
shares outstanding.
On May 29, 2013, and July 1, 2013, Intellicell Biosciences, Inc.
pledged a total of 15,058,049 shares of Series B Preferred Stock
in connection with secured promissory notes in the amount of
$50,000 and $75,000, respectively, issued by the Company to JJK.
Each share of Series B Preferred Stock is convertible into 1,000
shares of Common Stock and entitled to vote as a single class with
the holders of the Common Stock on any matter submitted to the
stockholders for a vote, and are entitled to the number of votes
equal to the product of (a) the number of shares of Common Stock
into which the Series B Preferred Stock is convertible into on the
record date of the vote multiplied by (b) ten (10). The Secured
Notes were extinguished on Oct. 23, 2013, and accordingly all
rights in and to the pledged shares of Series B Preferred Stock
reverted to the Company.
On July 1, 2013, the Company granted to JJK 5,000,000 shares of
Common Stock in connection with the issuance of the $75,000
secured promissory note. At various times from July 2013 to
September 2013, the Company granted to JJK a total of 14,000,000
additional shares of Common Stock in exchange for extensions to
the payment date of the Note.
A copy of the regulatory filing is available for free at:
http://is.gd/RoIsDg
About Intellicell Biosciences
Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs. On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc". To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.
Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.
Going Concern
"The financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for
the foreseeable future. The Company has incurred losses since
inception resulting in an accumulated deficit of $48,903,450 and a
working capital deficit of $9,253,941 as of December 31, 2013,
respectively. Further losses are anticipated in the continued
development of its business, raising substantial doubt about the
Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to obtain
the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next
twelve months with existing cash on hand and a private placement
of common stock or other debt or equity securities. There can be
no assurance that we will be able to obtain further financing, do
so on reasonable terms, or do so on terms that would not
substantially dilute our current stockholders' equity interests in
us. If we are unable to raise additional funds on a timely basis,
or at all, we probably will not be able to continue as a going
concern," the Company stated in the Annual Report for the year
ended Dec. 31, 2013.
INTERNATIONAL MANUFACTURING: Chapter 11 Trustee Sought
------------------------------------------------------
LawBlogs.net reported that the Office of the U.S. Trustee has
requested the appointment of a Chapter 11 trustee to oversee the
bankruptcy estate of convicted Ponzi schemer Deepal Wannakuwatte.
Mr. Wannakuwatte's filing lists $134 million in debt, while his
assets are calculated to stand at about $15 million.
Mr. Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence.
Mr. Wannakuwatte, 63, of Sacramento, California, on May 8 pleaded
guilty to one count of wire fraud in furtherance of a long-running
and large-scale fraud scheme. U.S. Attorney Benjamin B. Wagner of
the Eastern District of California, Special Agent in Charge Monica
M. Miller of the FBI's Sacramento Field Office, Jose M. Martinez
Special Agent in Charge for the IRS-Criminal Investigation (IRS-
CI), and Wade V. Walters Special Agent in Charge of the Federal
Deposit Insurance Corporation (FDIC) Office of Inspector General
(OIG), made the announcement.
Under the terms of his plea agreement, the government will
recommend that U.S. District Judge Troy L. Nunley of the Eastern
District of California sentence Wannakuwatte to 20 years in
prison, the maximum punishment allowable for the offense to which
he pleaded guilty. In addition, the agreement requires
Wannakuwatte to forfeit multiple properties, vehicles, business
interests, and bank accounts to be used to provide restitution to
victims. Wannakuwatte is scheduled to be sentenced by Judge Nunley
on July 24, 2014.
According to the plea agreement, from 2002 to 2014, Wannakuwatte
convinced more than 100 victims, including individuals, corporate
entities, and financial institutions, to invest in a number of
business opportunities by making misrepresentations regarding the
financial worth of himself and his companies. Wannakuwatte
represented to victims that his companies, IMG and Relyaid, were
involved in the international manufacture, shipment, and
distribution of latex gloves. He falsely claimed that these
companies did tens of millions of dollars in business with federal
agencies every year, most notably the Department of Veterans
Affairs (VA). By 2013, Wannakuwatte claimed to have more than $125
million in VA contracts alone. In fact, as Mr. Wannakuwatte
admitted, those claims were false. Indeed, while he did have a
contract with the VA, it was worth up to only $25,000 a year.
In all, he ultimately obtained well over $150 million from his
victims. Wannakuwatte used much of the money he obtained to pay
himself and his family, make lulling payments to participants in
his fraudulent investment schemes, and pay outstanding debts
unrelated to his false representations.
"Mr. Wannakuwatte's guilty plea brings to an end to one of the
longest running, most extensive, and most damaging fraud schemes
our region ever has seen," said U.S. Attorney Wagner. "Together
with the FBI and the IRS, our office moved swiftly to ensure that
he be held accountable, and we also took all steps possible to
return remaining funds to his victims. The very substantial
sentence that he is likely to receive should send a clear message
that my office will continue to prosecute financial crimes like
this one vigorously."
"Wannakuwatte's financial empire collapsed because it was based on
fraud and deceit. Unfortunately, he left a trail of victims --
individuals, businesses, government agencies, venture funds, and
other lenders -- who suffered significant losses," said Special
Agent in Charge Monica M. Miller of the Sacramento FBI. "The FBI
is committed to working with our agency partners to aggressively
pursue those who betray the trust of the public for personal
gain."
"This was not your average Ponzi scheme," said Jos' M. Mart¡nez,
Special Agent in Charge, IRS-Criminal Investigation. "The fraud
involved hundreds of millions of dollars and more than 100 victims
including individuals, corporate entities and financial
institutions. The defendant conned investors through the use of
false documents, inflated tax returns, and convincing lies. IRS-CI
will continue to work closely with our law enforcement partners to
aggressively pursue fraud schemes such as these."
"The Federal Deposit Insurance Corporation (FDIC) Office of
Inspector General (OIG) is pleased to have joined the Department
of Justice and our law enforcement colleagues in conducting this
investigation," stated FDIC OIG Special Agent in Charge Wade V.
Walters. "We are especially concerned when individuals like Mr.
Wannakuwatte defraud our nation's financial institutions. We are
firmly committed to joint efforts such as this one in the interest
of ensuring integrity in individual institutions and the financial
system as a whole."
Mr. Wannakuwatte used a variety of false and fraudulent means to
back up his claims of financial success. He regularly provided
investors with inflated financial statements and false corporate
ledgers from IMG and Relyaid that falsely showed tens of millions
of dollars in accounts receivable from the VA and tens of millions
of dollars in glove inventory. He also provided his victims with
his personal and corporate tax returns. On those returns, he
overstated his annual income and the annual income for IMG, and he
paid taxes on the overstated income. He used these returns to
establish his financial credibility with financial institutions
and individual investors.
On at least two occasions, Mr. Wannakuwatte set up fake conference
calls between himself, a victim, and a person whom he directed to
act as a VA representative. The conference calls were made on
behalf of victims to verify the value of the VA contracts and the
relationship Wannakuwatte claimed to have with the VA.
Mr. Wannakuwatte's plea agreement contains multiple provisions
designed to return as much investor money as possible. He must
disclose the existence of any assets or property that he obtained
as the result of his scheme and forfeit his interest in 16
properties, including his residence, vacation homes, and
commercial properties; four vehicles, multiple bank accounts;
insurance policies; business interests; and any tax refunds to
which he may be entitled. In addition, Wannakuwatte agreed to file
for personal bankruptcy and to file bankruptcy petitions on behalf
of any business in which he may have an interest. These filings
must be done by the end of the month and should give creditor
victims a forum to pursue claims against him.
This case is the product of an investigation by the FBI, the IRS-
Criminal Investigation, and the FDIC OIG. Assistant U.S. Attorneys
Michael Beckwith and Kevin Khasigian are prosecuting the case.
About International Manufacturing
Deepal Wannakuwatte, the mastermind of a $150 million Ponzi
scheme, put himself and his company, International Manufacturing
Group Inc., into Chapter 11 after he pleaded guilty to one count
of wire fraud and agreed to a 20-year prison sentence. The
bankruptcy filing was part of his plea bargain with federal
prosecutors.
International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014. The case is assigned to
Judge Robert S. Bardwil.
According to the docket, governmental entities have until Nov. 26,
2014, to file claims.
The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.
Mr. Wannakuwatte is the former owner of the Sacramento Capitols
tennis team.
IROQUOIS PROPERTY: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: Iroquois Property Management, LLC
PO Box 1880
Leesburg, VA 20175
Case No.: 14-12140
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Hon. Robert G. Mayer
Debtor's Counsel: Ann E. Schmitt, Esq.
CULBERT & SCHMITT, PLLC
30C Catoctin Circle SE
Leesburg, VA 20175
Tel: (703) 737-6377
Fax: 703-439-2859
Email: aschmitt@culbert-schmitt.com
Total Assets: $1.74 million
Total Liabilities: $2.27 million
The petition was signed by John Rocca, president.
A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb14-12140.pdf
IZEA INC: To Issue 21.5 Million Shares Under Plans
--------------------------------------------------
Izea, Inc., filed with the U.S. Securities and Exchange Commission
a Form S-8 registration statement to register 21,587,500 shares of
the Company's common stock issuable under the Company's Amended
and Restated IZEA, Inc. 2011 Equity Incentive Plan as of April 16,
2014, IZEA, Inc. 2011-B Equity Incentive Plan and IZEA, Inc. 2014
Employee Stock Purchase Plan. The proposed maximum aggregate
offering price is $10.57 million. A copy of the Form S-8
prospectus is available for free at http://is.gd/zFnZtM
About IZEA, Inc.
IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network. The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.
IZEA reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during the
prior year. The Company's balance sheet at March 31, 2014, showed
$13.16 million in total assets, $16.44 million in total
liabilities and a $3.27 million total stockholders' deficit.
Cross, Fernandez & Riley, LLP, in Orlando, Florida, did not issue
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. Cross, Fernandez &
Riley, in their report on the consolidated financial statements
for the year ended Dec. 31, 2012, expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and had a negative working capital and
an accumulated deficit at Dec. 31, 2012.
J. A. D. COAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: J. A. D. Coal Company, Inc.
P.O. Box 297
Coldiron, KY 40819
Case Number: 14-60676
Involuntary Chapter 11 Petition Date: June 4, 2014
Court: United States Bankruptcy Court
Eastern District of Kentucky (London)
Judge: Hon. Tracey N. Wise
Petitioner's Counsel: Ellen Arvin Kennedy, Esq.
DINSMORE & SHOHL
250 West Main Street, Suite 1400
Lexington, KY 40507
Tel: (859) 425-1020
Email: dsbankruptcy@dinslaw.com
Alleged Debtor's petitioners:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Mineral Labs, Incorporated Goods & Services $100,000
Box 549
Salyersville, KY 41465
Marcum Oil Company, Inc. Goods & services $4,493
27288 Wilderness Rd.
Jonesville, VA 24263
Forge Group North America Goods & services $812,314
Asset Management, LLC
4000 Town Center Blvd.
Canonsburg, PA 15317
JIM WARDNER: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dr. Jim Wardner DMD, P.A.
214 Country Club Drive
Titusville, FL 32780
Case No.: 14-06590
Nature of Business: Healthcare
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Nancy Stein McCarthy, Esq.
SHOCHET LAW GROUP
4897 Jog Road
Fort Worth, FL 33467
Tel: 561-641-9810
Email: nstein-mccarthy@shochetlaw.com
Total Assets: $45,781
Total Liabilities: $1.30 million
The petition was signed by James W. Wardner, DMD, director.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-06590.pdf
KANGADIS FOOD: Files for Bankruptcy Due to Class Suit
-----------------------------------------------------
Privately held Kangadis Food Inc. has sought bankruptcy protection
after costs defending itself in a class action suit related to the
alleged misbranding of its Capitriti olive oil product hurt its
liquidity.
Themistoklis Kangadis, the CEO and president, says that although
the Debtor's business remains profitable, a class action lawsuit
commenced against the Debtor in April 2013, has forced the Debtor
to incur more than $1.4 million in litigation defense costs over
the past 16 months. Indeed, the Debtor projects that if the class
action proceeds to trial, the Debtor will incur $750,000, or more,
in additional litigation costs in 2014.
In the class action, District Court Judge Rakoff entered an order
certifying the class, but has not made a finding of liability or
damages. Judge Rakoff has scheduled a jury trial to begin Sept.
3, 2014, which may last up to two weeks. The ability of the
Debtor to operate its business will be severely hampered if it
funds the litigation costs necessary to prepare for and conduct a
two-week jury trial. But for these litigation costs, the Debtor's
operations are profitable.
The Class Suit
On April 8, 2013, Joseph Ebin and Yeruchum Jenkins commenced a
class action against the Debtor in the United States District
Court for the Southern District of New York titled Joseph Ebin,
Yeruchum Jenkins, et al. v. Kangadis Food Inc., d/b/a The Gourmet
Factory, Index No. 1:13-cv-02311 (JSR), asserting causes of action
for fraud and breach of warranty under both New York and New
Jersey law relating to the Debtor's alleged misbranding and sale
of "olive-pomace oil" as "olive oil." Notably, the class action
relates only to the Debtor's "Capitriti" brand of oil.
Judge Rakoff certified the Class Action under Rule 23 of the
Federal Rules of Civil Procedure, over the Debtor's objection. On
Dec. 11, 2013, Judge Rakoff issued an order granting class
certification, and on Feb. 25, 2014, issued a memorandum opinion
setting forth the reasons for that ruling, and a separate
memorandum order denying the Debtor's motion for summary judgment.
Among other things, Judge Rakoff found that there are triable
issues of fact relating to whether olivepomace oil is "olive oil."
Judge Rakoff also determined that the burden of proof for damages
rests with the Debtor. Therefore, the issues remaining before the
District Court are: (i) whether the Debtor is liable; (ii) if so,
the amount of damages, if any; and (iii) identification of the
individuals entitled to damages.
Judge Rakoff did express some concern about the plaintiffs'
ability to identify class members by referring to objective
criteria. This is known as the "implied requirement of
ascertainability." (citing Weiner v. Snapple Beverage Corp., 2010
WL 3119452 at *2 (S.D.N.Y. Aug. 5, 2010)). Indeed, Judge Rakoff
acknowledged that class members will not have receipts or remember
details as to their purchases of the Debtor's Capatriti oil.
Accordingly, any declaration those class members might sign with
respect to their purchase of the Debtor's products would be
unreliable.
The Debtor and its attorneys in the class action, Fox Rothschild
LLP, estimate that it will cost approximately $750,000 to complete
the jury trial of the class action litigation, in addition to the
approximately $1.4 million already incurred. The trial is
scheduled to begin Sept. 3, 2014.
The Debtor filed the Chapter 11 case to enable the Bankruptcy
Court to expeditiously estimate the Class Action claim, which will
enable the Debtor to preserve its business and pay its creditors.
Estimation Motion
The Debtor has filed with the bankruptcy court a motion seeking to
estimate the class action claim under Section 502(c) of the
Bankruptcy Code. Mr. Kangadis says it is essential that the Class
Action claim be estimated for both confirmation and distribution
purposes, so that the Debtor can promptly confirm a plan of
reorganization in this case. Except for the disputed class action
claim and the claim of the debtor's class action counsel, the
Debtor only owes approximately $500,000 to unsecured creditors.
Thus, the Debtor is confident that, without the expense and
disruption caused by the Class Action, the Debtor can promptly
confirm a plan in this case. Mr. Kangadis expects that a chapter
11 plan will be filed by the Debtor in the next two weeks.
For the calendar year ending Dec. 31, 2014, the Debtor projects
that it will be profitable if it is not required to continue to
pay for legal fees and related expenses with respect to the class
action.
First Day Motions
The Debtor on the Petition Date also filed motions to, among other
things,
* use cash collateral,
* pay wages and benefits,
* continue its utility services,
* continue its existing cash management system,
* grant administrative status to undisputed claims for goods
in transit as of the Petition Date, and
* continue certain customer practices and honor $50,000 in
prepetition obligations to customers.
As of the Petition Date, the Debtor owes $3.5 million on a line of
credit with Citibank, N.A. The Debtor says in the cash collateral
motion that Citibank is fully secured by the Debtor's inventory
which, as of Dec. 31, 2013, has an aggregate book value of
approximately $4,830,910. The Debtor believes that Citibank is
sufficiently protected by the value of its personal and the
personal guaranties of the Debtor's owners. As demonstrated by
the 13-week cash flow projections, the Debtor's revenue each month
is expected sufficient to enable the Debtor to make monthly
interest payments and a negotiated pay down of principal.
About Kangadis Food
Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos". The company is
100% owned by the Kangadis family. The company says that for the
past six years, the popularity of its olive oil product sold under
the brand name "Capatriti" has grown over time, and it is one of
the leading brands in the New York metropolitan area.
As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.
Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New York on June 6, 2014.
As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action. As of the Petition Date, the Debtor owes $3.5
million on a line of credit with Citibank, N.A.
Judge Robert E. Grossman is assigned to the case.
The Debtor has tapped Gerard R Luckman, Esq., and Adam L Rosen,
Esq., at Silverman Acampora LLP, in Jericho, New York, as counsel.
According to the docket, the Debtor's Chapter 11 plan is due Oct.
6, 2014.
KANGADIS FOOD: To File Plan Soon, Wants Class Claim Pegged at $0
----------------------------------------------------------------
Kangadis Food Inc. is asking the bankruptcy court, pursuant to
Section 502(c) of the Bankruptcy Code to estimate its aggregate
liability with respect to the claims set forth in a class action
related to the alleged misbranding of its Capitriti olive oil
product. The Debtor wants the claims estimated at $0 given the
strength of its defenses.
The Debtor is proposing these procedures with respect to an
estimation proceeding before the Bankruptcy Court:
* An estimation hearing will be scheduled by the Court.
* No additional discovery will be taken.
* No live testimony will be taken. The Court will be provided
copies of all deposition transcripts. To the extent required by
the Court, the Court will be provided with copies of the video
tapes of all depositions.
* Each party will file and exchange copies of all briefs,
exhibits and expert reports relevant to the estimation hearing.
* The parties will simultaneously submit one additional brief
on the issue of estimating the class claim.
Adam L. Rosen, Esq., at SilvermanAcampora LLP, proposed counsel of
the Debtor, says that estimating the Debtor's aggregate liability
in the Class Action is essential because the Debtor cannot confirm
a chapter 11 plan in this case until the amount of the Class
Claim is determined. Discovery in the class action is completed,
and this Court could conduct an expedited estimation hearing to
fix the amount of the claim.
According to Mr. Rosen, the alternative of lifting the automatic
stay to permit the U.S. District Court to conduct a two-week jury
trial and determine the claim is not practical, or in the best
interests of creditors because the Debtor cannot afford the legal
fees which will be required to conduct such a trial, which the
Debtor estimates will be at least $750,000.
Moreover, the jury trial, Mr. Rosen points out, may result in a
finding of no liability, or a finding of liability with no damage
award. In that case, the Debtor will have paid for a very
expensive trial, merely to reach the conclusion that the class
action plaintiffs are not entitled to any damages.
The Debtor intends to file a chapter 11 plan in the next two weeks
which will provide distributions to allowed creditors in
accordance with the priority scheme set forth in the Bankruptcy
Code. Assuming that the class claim is estimated at zero, or an
amount less than $1 million, the Debtor expects to be able to
confirm a Chapter 11 plan that pays creditors in full.
Absent estimation of the class claim, the Debtor says it would
have to reserve for the full amount of the asserted class claim in
the amount of approximately $35 million.
Over the past six months, the Debtor has attempted to settle the
class action claim, but unfortunately no settlement has been
reached. The parties are at an impasse, and the only rational
way to proceed is to schedule an estimation hearing to establish
the allowed amount of the claim. Judge Rakoff has scheduled a
two-week jury trial to begin on Sept. 3, 2014. According to Mr.
Rosen, the cost and disruption that will be caused by a jury trial
will adversely affect the prompt confirmation of a plan in this
case, drain the Debtor's resources, further distract the Debtor's
officers and employees from running the Debtor's business
operations, and diminish whatever recoveries are available to
unsecured creditors.
Moreover, without a prompt estimation of the Class Claim, the
Debtor's operations will suffer and its ability to reorganize will
be severely hampered. Further, it is unlikely that Citibank, N.A.
the Debtor's prepetition secured lender, will consent to funding
the cost of the trial.
KANGADIS FOOD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kangadis Food Inc.
dba The Gourmet Factory
55 Corporate Drive
Hauppauge, NY 11788
Case No.: 14-72649
Type of Business: A food import and distribution company
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Gerard R Luckman, Esq.
Adam L. Rosen, Esq.
Sheryl P. Giugliano, Esq.
Brian Powers, Esq.
SILVERMANACAMPORA LLP
100 Jericho Quadrangle Ste 300
Jericho, NY 11753
Tel: (516) 479-6300
Email: efilings@spallp.com
GLuckman@SilvermanAcampora.com
ARosen@silvermanacampora.com
BPowers@SilvermanAcampora.com
SGiugliano@SilvermanAcampora.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Themistoklis Kangadis, chief executive
officer.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
KID BRANDS: Hires PWC as Restructuring Advisors
-----------------------------------------------
Kid Brands, Inc., on May 30, 2014, entered into an engagement
letter retaining PricewaterhouseCoopers LLP to provide
restructuring advisory services to the Company under the direction
of its Board of Directors. Under the terms of the Engagement
Letter, if requested by the Company, PWC, will provide these
services, among others:
-- review and analyze cash flow forecasts, financial
projections and business restructuring alternatives;
-- identify and implement liquidity management initiatives;
-- advise in connection with negotiations with lenders,
creditors and other parties in interest;
-- assist in due diligence preparation and coordination with
respect to potential buyers or investors;
-- assist in the evaluation of indications of interest and the
negotiation of appropriate documentation;
-- advise in connection with any proposed asset sales or
restructuring of existing indebtedness, including proposed
transactions which may potentially take place in the context
of a bankruptcy proceeding involving the Company; and
-- assist the Company in connection with its accumulation of
data and preparation of information and reports that may be
required by a bankruptcy court, if necessary, and such other
documentation that is customarily issued by a debtor.
In connection with the execution of the Engagement Letter, PWC is
entitled to an initial retainer in the amount of $100,000 (and
monthly invoices no more than $100,000 will be rendered to
replenish the retainer), and will reimburse PWC for reasonable
out-of-pocket expenses approved by the Company in advance. The
Engagement Letter may be terminated at any time by either the
Company or PWC upon written notice to the other party.
Defaults Under Salus Credit Agreement
Effective May 27, 2014: (i) Serta, Inc., terminated the Trademark
License Agreement between Serta and the Company's LaJobi
subsidiary, and demanded outstanding minimum guaranteed royalties
in the amount of approximately $140,000; and (ii) Disney Consumer
Products, Inc., terminated the license agreements between Disney
and each of the Company's Kids Line subsidiary and its Sassy
subsidiary. These terminations constitute additional failures of
conditions to lending and events of default under the Company's
credit agreement with Salus Capital Partners, LLC, as Agent and
lender, and the other lenders from time to time party thereto, and
the Agent has been informed of these terminations. As has been
previously disclosed, on May 19, 2014, the Company received a
notice of default and reservation of rights letter from the Agent
with respect to other specified failures of conditions to lending
and events of default existing under the Credit Agreement
(including a notice of breach and amendment from The William
Carter Company regarding its license agreement with the Company's
Sassy subsidiary), pursuant to which the Agent and the lenders
expressly reserved all rights and remedies available thereunder,
in law or in equity. The Reservation of Rights Letter states that
the lenders are not obligated to make additional loans or
otherwise extend credit to the Company.
"Unless and until the Company is able to secure a waiver of the
failure of conditions to lending, its lenders are entitled to
refuse to permit any further draw-downs on the Company's
revolvers. Unless and until the Company is able to secure a
waiver of the events of default, its lenders are entitled to,
among other things, accelerate the loans under the Credit
Agreement, declare the commitments thereunder to be terminated
and/or refuse to permit further draw-downs on the revolvers, seize
collateral or take other actions of secured creditors. Any of the
foregoing will have a material adverse effect on the Company's
financial condition and results of operations, and likely cause it
to become bankrupt or insolvent," the Company stated in a
regulatory filing with the U.S. Securities and Exchange
Commission.
About Kid Brands, Inc.
Kid Brands, Inc. -- http://www.kidbrands.com-- and its
subsidiaries engage in the design, development and distribution of
infant and juvenile branded products. Its design-led products are
primarily distributed through mass market, baby super stores,
specialty, food, drug, independent and ecommerce retailers
worldwide.
The Company's current operating subsidiaries consist of: Kids
Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc. Through
these wholly-owned subsidiaries, the Company designs, manufactures
(through third parties) and markets branded infant and juvenile
products in a number of complementary categories including, among
others: infant bedding and related nursery accessories and decor
and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery
furniture and related products (LaJobi(R)); and developmental toys
and feeding, bath and baby care items with features that address
the various stages of an infant's early years, including the
Kokopax(R) line of baby gear products (Sassy(R)). In addition to
the Company's branded products, the Company also markets certain
categories of products under various licenses, including
Carter's(R), Disney(R), Graco(R) and Serta(R).
The Company's balance sheet at March 31, 2014, showed $80.34
million in total assets, $102.60 million in total liabilities and
a $22.25 million total shareholders' deficit.
Bankruptcy Warning
"At March 31, 2014 and December 31, 2013 our cash and cash
equivalents were $0.3 million and $0.2 million, respectively, our
revolving loan availability was $0.9 million and $4.9 million,
respectively, and such availability is currently expected to
remain very tight for the remainder of 2014. As a result, the
Company has had insufficient capital resources to satisfy
outstanding payment obligations to certain of its
suppliers/manufacturers and other service providers (in an
aggregate amount of approximately $16.5 million), several of which
have demanded payment in writing, are refusing to ship product,
are requiring payment in advance of shipment or production, and/or
are otherwise threatening to take action against the Company,
including terminating their relationship with the Company and/or
initiating legal proceedings for amounts owed (one such supplier
has filed a complaint and another has made a demand for
arbitration, as is described in Note 10). In connection with
these events, the Company received a notice of breach dated April
25, 2014 from one of LaJobi's material licensors claiming that
LaJobi failed to ship licensed goods to the licensor's customers
as a result of outstanding subcontractor invoices. All of the
foregoing circumstances (referred to collectively as the "Events
of Default") constituted or may have constituted failures of
conditions to lending and/or events of default under the Credit
Agreement. Accordingly, the Borrowers, the Agent and the Required
Lenders executed a Waiver and Fifth Amendment to Credit Agreement
as of May 14, 2014 ("Amendment No. 5"), to waive any failures of
conditions to lending and events of default resulting from the
Events of Default. In addition, in order to increase the amount
of eligible receivables under the Tranche A borrowing base,
Amendment No. 5 further reduces the availability block from $3.5
million to $2.768 million for 30 days (such block will return to
$3.5 million on June 14, 2014, and will revert to its original
amount of $4.0 million on August 1, 2014). Notwithstanding the
execution of Amendment No. 5, without a significant increase in
available cash, we will continue to be unable to satisfy such
obligations (or similar demands/proceedings instituted for
payment, which are expected to continue) or make such advanced
payments, which will negatively impact our ability to meet our
customers' product demands and likely result in further breaches
of our license agreements and certain of our customers ceasing to
purchase products from us. All of the foregoing will have a
material adverse effect on our financial condition and results of
operations, and may result in our bankruptcy or insolvency," the
Company stated in the Report.
KIPP LA SCHOOLS: S&P Assigns 'BB+' Rating on 2014A/2014B Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the California School Finance Authority's (CSFA) educational
facilities revenue bonds, series 2014A and taxable series 2014B,
secured by the revenues of four of KIPP LA's schools, otherwise
known as the obligated group. This rating does not apply to KIPP
LA as a whole. The rating is based on S&P's application of its
Group Rating Methodology criteria. S&P views this obligated group
as strategically important to KIPP LA and both the stand alone
credit profile (sacp) and group credit profile (gcp) as 'BB+'.
The outlook is stable.
"The rating reflects our view of KIPP LA's significant growth risk
during a period of expansion and historical maximum annual debt
service coverage under 1x, partially mitigated by its history of
very good fundraising and operations," said Standard & Poor's
credit analyst Carlotta Mills.
Proceeds from these series 2014 bonds will refund more than half
of the current loans and provide about $16.5 million for the
purchase, renovation, and construction of two schools that will be
co-located. In addition, proceeds will fund $1.35 million in
capital interest and contribute $1.9 million toward a debt service
reserve fund.
LAND'OR INT'L: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Land'or International, Inc.
2120 Staples Mill Road, Suite 300
Richmond, VA 23230
Case No.: 14-33104
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Hon. Keith L. Phillips
Debtor's Counsel: Dawn C. Stewart, Esq.
THE STEWART LAW FIRM, PLLC
1050 Connecticut Ave. N.W., Tenth Floor
Washington, DC 20036
Tel: (202) 772-1080
Fax: (202) 521-0616
Email: dstewart@thestewartlawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Elbert H. Holt, Jr., CFO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb14-33104.pdf
LATEX FOAM: Fighting for Life in Bankruptcy Court
-------------------------------------------------
Richard Lee, writing for CTPost.com, reported that Latex Foam
International Holdings, which that survived a disastrous arson in
1975 and another conflagration in 2001, is now battling for its
life in federal bankruptcy court.
According to the report, the U.S. Bankruptcy Court in Bridgeport
on granted all four first-day motions proposed by Latex Foam
International Holdings of Shelton as the company seeks Chapter 11
bankruptcy protection. Its subsidiary businesses, including Latex
International and Pure LatexBLISS, are part of the filing, the
report related.
The goal of the bankruptcy is to continue operations and producing
its Talalay Latex, the report cited James Berman, a partner in the
Bridgeport law firm of Zeisler & Zeisler, which is representing
the company, as saying.
About Latex Foam
Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses. The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.
LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014. The Debtors are seeking joint
administration of their cases.
Latex International reported about $29 million in liabilities and
$26 million in assets.
Judge Alan H.W. Shiff is assigned to the case.
According to the docket, the 11 U.S.C. Sec. 341(a) meeting of
creditors is scheduled for June 30, 2014. The deadline to file
claims is Sept. 29, 2014.
The Debtors have tapped James Berman, Esq., and Craig I. Lifland,
Esq., at Zeisler and Zeisler, as counsel.
LATEX FOAM: Wins Approval of First Day Motions
----------------------------------------------
Richard Lee, writing for the Connecticut Post, reported that the
U.S. Bankruptcy Court in Bridgeport on June 4 granted all four
first-day motions proposed by Latex Foam International Holdings
and its subsidiary businesses, including Latex International and
Pure LatexBLISS:
-- joint administration,
-- use of cash collateral which permits the business to
operate in the ordinary course of business,
-- pay pre-petition payroll, and
-- maintain existing bank accounts.
James Berman, a partner in the Bridgeport law firm of Zeisler &
Zeisler, which is representing the company, said the goal of the
bankruptcy is to continue operations and producing its Talalay
Latex. "The debtor has authority to use its cash to pay its bills
and its employees. A creditors committee has not been appointed
yet. The goal is to emerge as a viable business," said Mr.
Berman, who expects the hearing to continue on June 26.
"We are very pleased that the court granted all our first-day
motions," said David Fisher, Latex International president and
CEO, in a statement. "The results will enable us to continue to
provide the utmost in service to our customers as the world's
largest Talalay Latex component producer. Our vendor
relationships, as well as our commitment to our employees, will
continue as usual."
CT Post noted that Mr. Fisher was not available to discuss details
about the company's financial situation.
The CT Post recounted that Latex survived a disastrous arson in
1975 and another conflagration in 2001. It relocated to a
208,000-square-foot facility at 510 River Road in Shelton in 2002
after a fire destroyed its Ansonia building.
"Latex International is a valued employer and corporate citizen in
our valley, and will continue to be a world leader in their
industry during these bankruptcy proceedings," said William
Purcell, president of the Greater Valley Chamber of Commerce in
Shelton, according to the report. The company "has a history of
overcoming obstacles, including the tragic fire that leveled their
Ansonia plant in 2001, and we fully expect will do so again."
About Latex Foam
Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses. The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.
LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014. The Debtors are seeking joint
administration of their cases.
Latex International reported about $29 million in liabilities and
$26 million in assets.
Judge Alan H.W. Shiff is assigned to the case.
According to the docket, the 11 U.S.C. Sec. 341(a) meeting of
creditors is scheduled for June 30, 2014. The deadline to file
claims is Sept. 29, 2014.
The Debtors have tapped James Berman, Esq., and Craig I. Lifland,
Esq., at Zeisler and Zeisler, as counsel.
LOUDOUN HEIGHTS: Court Takes M&T Bank Settlement Under Advisement
-----------------------------------------------------------------
The Bankruptcy Court, according to Loudoun Heights, LLC's case
docket, held a hearing on a compromise and settlement between the
Debtor and creditor M&T Bank and said the matter is taken under
advisement.
The Debtor and parties-in-interest had exchanged statements
relating to the approval of the compromise and settlement.
The Debtor responded to Little Piney Run Estates, LLC's memorandum
of points and authorities in opposition to the motion, stating
that LPR failed to set forth the relief or order sought as
required by Local Rule 9013-1(C), and that the Court must approve
the compromise and settlement.
LPR, a 93% member of the Debtor, opposed the settlement motion,
noting that the stream credits which the Debtor proposes to sell
are not property of the Debtor's estate, nor are they tied to
ownership of the land.
LPR related that the 166-acre property owned by the Debtor,
consists of five parcels in Loudoun County, Virginia, is part of a
stream mitigation project containing five separate properties
owned by five different owners: Loudoun Heights, LLC; Branchriver,
LLC; George Hefner, Jr.; Rebecca Faye Hefner; and, FBJ Real
Estate, LLC. These properties are all part of the Pipken
Mitigation Bank Site approved by the U.S. Army Corps of Engineers,
and sponsored by Loudoun Mitigation Bank, LLC. The site was
reinstated by the Corps on Dec. 16, 2011. LMB is the only entity
that is authorized to operate the Pipken Mitigation Bank Site, and
is the only entity authorized to sell the stream credits.
Accordingly, the Debtor cannot contract with another mitigation
bank company to obtain funds from the sale of stream credits,
since LMB holds the easement for the stream mitigation over this
property.
On May 12, the County of Loudoun, Virginia, replied to the
Debtor's and creditor M&T's responses to Loudoun County's
objection to the motion.
The County said that it required clarification as to the Debtor's
and M&T Bank's agreed terms in the agreed order. The County
requested that the Court does not enter the proposed agreed order
unless the Debtor and M&T Bank address the objections with respect
to the payment of real estate taxes on the property.
On May 8, M&T Bank, in opposition to Loudoun County's objection,
stated that:
1. the motion also requests a termination of the automatic stay
imposed by Section 362 of the Bankruptcy Code as to the Debtor and
the property, so that M&T Bank may foreclose on the property in
its discretion, after Oct. 22. In order to give the Debtor time
to market and monetize the stream credits, M&T Bank is willing to
agree to forbear from exercising its foreclosure and other rights
against the property until Oct. 22;
2. the motion provides for payment of outstanding Loudoun
County taxes through the sale of the stream credits;
3. any deficiency after the sale of the stream credits will be
paid to the County upon the sale of the property; and
4. the County has no security interest in the proceeds from the
sale of the stream credits.
On May 6, the Debtor responded to Loudoun County's objection,
saying that the Debtor does not own the stream credits, but merely
has a contract receivable with the owner of the stream credits,
which is a general intangible as defined by the Uniform Commercial
Code. The County of Loudoun has no security interest in the
contract receivable. The County of Loudoun is a secured creditor
against the Debtor's real estate.
In order to resolve a lengthy and expensive litigation, the Debtor
reached a settlement with M&T Bank that will result in all of the
County of Loudoun's taxes being paid in full, along with the full
payment of all of the Debtor's general unsecured creditors. The
settlement will allow the Debtor to obtain funds from the stream
credit proceeds that will enable it to complete the engineering
and construction work necessary to construct and monetize a trail
easement and conservation easement on the Debtor's 313-acre
parcel, and the sale of the residual 300 acres.
Additionally, the settlement agreement provides the Debtor with a
necessary access easement that the Debtor could not have obtained
except through the settlement, which will provide the Debtor's
landlocked 313-acre parcel with access from Harper's Ferry Road.
The 313-acre parcel was landlocked, and M&T's access easement will
create value and will provide access to the parcel quickly,
avoiding years of litigation with other landowners in an attempt
to obtain an "easement by necessity" to the Debtor's 313-acre
parcel.
The Court was slated to consider the settlement at a June 5
hearing.
A consent order filed in the case provides that:
a) the Debtor will be granted the authority to sign the
contract with Loudoun Mitigation Bank, LLC; Loudoun Mitigation
Bank, LLC and the Debtor will be authorized to re-enter the
property into the Pipken Mitigation Site, and Loudoun Mitigation
Bank, LLC will be authorized to sell the stream credits and
provide one-half of the proceeds to the Debtor;
b) LPR's objection to the stream credits Motion is overruled;
c) the automatic stay of Section 362 of the United States
Bankruptcy Code is terminated in the Debtor's bankruptcy case as
to M&T Bank and the property;
d) the Debtor acknowledges that with respect to the 2008
Declaration of Restrictions, the covenants and restrictions set
forth therein only apply to the 300-foot easement area on each
side of the stream traversing the Property and not to any other
portion of the property, and that the 2008 Declaration of
Restrictions does not preclude the building of residential homes
or other structures on any part of the Property other than within
the 300-foot easement area on either side of the stream traversing
the property. Furthermore, the Debtor will cause LMB to
immediately supply M&T Bank with a letter indicating that the
covenants and restrictions set forth in the Declaration of
Restrictions only apply to the 300-foot easement area on each side
of the stream traversing the property and not to any other portion
of the Property, and that the 2008 Declaration of Restrictions
does not preclude the building of residential homes or other
structures on any part of the property other than the 300-foot
easement area on either side of the stream traversing the
property. The Debtor will also cause a document to be executed by
the Debtor and LMB and file the same in the land records of
Loudoun County, Virginia, indicating that the covenants and
restrictions set forth in the Declaration of Restrictions only
apply to the 300-foot easement area on each side of the stream
traversing the property and not to any other portion of the
property, and that the 2008 Declaration of Restrictions does not
preclude the building of residential homes or other structures on
any part of the Property other than the 300-foot easement area on
either side of the stream traversing the property; and
e) Upon request from the Debtor, and upon terms agreeable to
M&T Bank, M&T Bank will provide a letter of cooperation to the
Army Corps of Engineers in a form and substance acceptable to M&T
Bank, to assist the Debtor and Loudoun Mitigation Bank, LLC in
their efforts in obtaining and monetizing the stream credits.
A copy of the compromise/settlement is available for free at
http://bankrupt.com/misc/LOUDOUNHEIGHTS_136_settlement.pdf
LPR is represented by:
John P. Van Beek, Esq.
Neil D. Goldman, Esq.
GOLDMAN & VAN BEEK, P.C.
510 King Street, Suite 416
Alexandria, VA 22314
Tel: (703) 684-3260
Fax: (703) 548-4742
E-mails: jvanbeek@goldmanvanbeek.com
ngoldman@goldmanvanbeek.com
The County of Loudoun is represented by:
John R. Roberts, Esq., County attorney
Courtney Sydnor, Esq., Deputy County attorney
Belkys Escobar, Assistant County attorney
One Harrison Street, S.E.
MSC #06
Leesburg, VA 20175-3102
Tel: (703) 777-0307
Fax: (703) 771-5025
E-mail: Courtney.Sydnor@loudoun.gov
Belkys.Escobar@loudoun.gov
About Loudoun Heights
Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million. The
petition was signed by Joe Bane as sole manager. Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel. Judge Brian F. Kenney presides over the case.
As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization. According to the
disclosure statement, all classes of creditors will be paid in
full. The proceeds from sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.
MEDIACOM BROADBAND: Moody's Rates First Lien Term Debt 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
first lien term loans of Mediacom Broadband LLC (Broadband), a
wholly owned operating subsidiary of Mediacom Communications
Corporation (Mediacom). The company expects to use proceeds,
together with a possible draw under the Broadband revolver,
primarily to fund repayment of Broadband's secured term loan
maturing January 31, 2015. Mediacom's B1 corporate family rating
and the positive outlook are unchanged.
Moody's also updated Loss Given Default (LGD) point estimates as
shown.
Mediacom Broadband LLC
Senior Secured Bank Credit Facility, Assigned Ba3, LGD3, 33%
Senior Unsecured Bonds, LGD adjusted to LGD5, 86% from LGD5, 87%
Mediacom LLC
Senior Unsecured Bonds, LGD adjusted to LGD5, 86% from LGD5, 87%
Ratings Rationale
The transaction would eliminate the Broadband term loan that
matures in early 2015, thus favorably extending the maturity
profile, with the proposed term loan maturities of 2017 and 2021.
It would not meaningfully impact the mix of capital or Mediacom's
leverage, estimated at approximately 5.3 times debt-to-EBITDA
based for the trailing twelve months through March 31, 2014, but
would likely add to annual interest expense modestly (increase
relative to current run rate estimated at less than $10 million).
The principal methodology used in this rating was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
With its headquarters in Mediacom Park, New York, Mediacom
Communications Corporation (Mediacom) offers traditional and
advanced video services such as digital television, video-on-
demand, digital video recorders, and high-definition television,
as well as high-speed Internet access and phone service. The
company had approximately 937 thousand video subscribers, 984
thousand high speed data subscribers, and 390 thousand phone
subscribers as of March 31, 2014, and primarily serves smaller
cities in the midwestern and southern United States. It operates
through two wholly owned subsidiaries, Mediacom Broadband and
Mediacom LLC, and its annual revenue is approximately $1.6
billion.
MEDIACOM BROADBAND: S&P Assigns 'BB' Rating on $250MM Loan I
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '2' recovery rating to Mediacom Broadband Group's
proposed $250 million term loan I due 2017 and $250 million term
loan J due 2021. The '2' recovery rating indicates S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.
The issuer is a subsidiary of Middletown, N.Y.-based cable-TV
operator Mediacom Communications Corp. S&P expects proceeds,
along with revolver borrowings, will be used to repay the
remaining balance ($543 million) on the company's term loan D due
Jan. 31, 2015. As a result, S&P expects adjusted leverage to
remain unchanged, while interest expense will increase modestly
due to the refinancing of lower cost debt. Under S&P's base-case
scenario, it believes consolidated adjusted leverage for Mediacom
Communications will decline to the low-5x area in 2014, from about
5.4x in 2013 based on low-to-mid-single-digit percent EBITDA
growth and potential debt repayment. Additionally, while
refinancing activity will continue to lead to an increase in
interest expense, S&P expects that funds from operations to debt
should remain in the mid-teen percent area based on EBITDA growth,
modest debt repayment, and the roll-off of higher cost interest
rate swaps.
All other ratings on Mediacom, including the 'BB-' corporate
credit rating on parent Mediacom Communications Corp., are
unaffected. Further near-term debt maturities include roughly
$204 million at Mediacom LLC under term loan C, which matures
Jan. 31, 2015. S&P expects the company would look to address this
maturity over the near term, but absent a refinancing, S&P
believes the company should have capacity to meet this debt
maturity through borrowings under its $225 million revolving
credit facility due 2019 at Mediacom LLC and its $216 million
revolving credit at Mediacom Broadband Group due 2016.
RATINGS LIST
Mediacom Communications Corp.
Corporate Credit Rating BB-/Stable/--
New Rating
Mediacom Broadband Group
$250 mil. term loan I due 2017
Senior Secured BB
Recovery Rating 2
$250 mil. term loan J due 2021
Senior Secured BB
Recovery Rating 2
MICHAELS STORES: Moody's Rates $850MM Secured Term Debt '(P)Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a (P) Ba3 rating to the
proposed $850 million secured term loan of Michaels Stores, Inc.,
an indirect subsidiary of Michaels FinCo Holdings, LLC
("Michaels"). At the same time, Moody's affirmed the Ba3 rating on
the company's existing $1.6 billion secured term loan, and placed
all other ratings within the corporate structure on review for
upgrade. The company's SGL-2 Speculative Grade Liquidity Rating
was affirmed.
The rating on the proposed term loan is subject to completion of
the transactions as proposed and receipt of final documentation.
Michaels intends to use the proceeds from the proposed $850
million term loan along with a $250 million add-on to its 5.875%
subordinated notes to repay its 7.75% unsecured notes, after
consideration to breakage costs associated with early repayment of
the notes, as well as fees and expenses. The transaction as
proposed is positive for Michaels' credit profile, as it could
significantly reduce the company's cash interest burden by about
$30 million annually. Debt will increase by over $90 million with
a limited impact on overall lease-adjusted leverage.
The extension of the incremental term loan is subject to
completion of an initial public offering of common stock by
Michaels' parent company, The Michaels Companies, Inc. Per an S-1
filed June 2, the company intends to use the net proceeds from an
equity offering to proportionately reduce the $800 million 7.50%
PIK toggle notes due 2018 -- also a credit positive. When
considering the refinancing and debt reduction related to the
potential IPO, pro forma lease-adjusted debt/EBITDA is estimated
to be around 5.7 times and EBITA/Interest around 2.75 times.
Rating assigned:
Michaels Stores, Inc.
$850 million senior secured term loan due 2020 at (P)Ba3
(LGD3,36%)
Ratings affirmed (LGD assessment subject to change):
Michaels Stores, Inc.
Senior secured term loan due 2020 at Ba3 (LGD2, 26%)
Michaels FinCo Holdings, LLC
Speculative Grade Liquidity Rating at SGL-2
Ratings placed on review for upgrade:
Michaels Stores, Inc.
5.875% senior sub notes due 2020 at Caa1 (LGD5, 85%)
7.75% senior unsecured notes due 2018 at B3 (LGD4, 66%).
The B3 rating on the unsecured notes will likely be withdrawn upon
completion of the refinancing transaction.
Michaels FinCo Holdings, LLC
Corporate Family Rating at B2
Probability of Default rating at B2-PD
$800 million 7.50% PIK Toggle notes due 2018 at Caa1 (LGD6,
92%)
Ratings Rationale
The review for upgrade reflects the potential for significant
improvement in the company's credit profile over the next twelve
months through continued profitable growth, debt reduction with
excess cash, and credit metric improvement. The review will
consider Michaels' ability to complete the IPO and refinancing
transactions as proposed, the amount of proceeds and debt
reduction that could arise from the IPO, and the company's
willingness and ability to materially de-lever over time through
profitable growth and debt reduction with excess free cash flow.
The ratings on the existing and proposed secured term loans are
predicated upon a one-notch upgrade of Michael's Corporate Family
Rating to B1.
Michaels Stores, Inc. ("Michaels"), a wholly owned subsidiary of
Michaels FinCo Holdings, LLC ("Michaels Holdings") is the largest
dedicated arts and crafts specialty retailer in North America. The
company operated 1,144 Michaels stores in 49 states and Canada and
118 Aaron Brothers stores as of May 3, 2014. The company primarily
sells general and children's crafts, home d'cor and seasonal
items, framing and scrapbooking products. Total sales approach
$4.6 billion. The company is controlled by affiliates of Bain
Capital Partners, LLC and The Blackstone Group, L.P. who acquired
Michaels in 2006.
The principal methodology used in this rating was the Global
Retail Industry published in June 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
MICHAELS STORES: S&P Keeps CCC+ Rating After $250MM Notes Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Michaels Stores
Inc.'s ratings remain unchanged following the company's $250
million proposed increase to its existing $260 million 5.875%
senior subordinated notes due Dec. 15, 2020. The issue-level
rating on the senior subordinated notes remains 'CCC+' and the
recovery rating is '6', which indicates S&P's expectation that
noteholders would receive negligible recovery (0% to 10%) in the
event of a payment default.
This debt issuance, along with the pending issuance of senior
secured term loan, will be used to fully repay the existing 7.75%
senior notes. The closing of the secured term loan is contingent
on an IPO. At that time, S&P will withdraw its ratings on the
existing senior notes when Michaels repays them with proceeds from
the new debt issuances.
MICROVISION INC: Stockholders Elected Seven Directors to Board
--------------------------------------------------------------
An annual meeting of stockholders Microvision, Inc., was held on
June 3, 2014, at which the stockholders:
(1) elected Richard A. Cowell, Slade Gorton, Jeanette Horan,
Perry Mulligan, Alexander Tokman, Brian Turner and
Thomas M. Walker as directors;
(2) approved the proposed amendment to the 2013 MicroVision,
Inc., Incentive Plan;
(3) ratified the appointment of Moss Adams LLP as the Company's
independent registered public accounting firm for the
fiscal year ending Dec. 31, 2014;
(4) approved on an advisory basis, the compensation for the
Company's named executive officers; and
(5) did not approve an underwritten offering of common stock
and warrants to purchase common stock that the Company
completed on March 18, 2014.
About Microvision Inc.
Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.
MicroVision reported a net loss of $13.17 million in 2013, as
compared with a net loss of $22.69 million in 2012.
Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
MINOT STREET: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Minot Street Properties, LLC
c/o Sam Anderson, Esq.
Bernstein Shur Sawyer & Nelson
100 Middle Street
Portland, ME 04101
Case No.: 14-20395
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 29, 2014
Court: United States Bankruptcy Court
District of Maine (Portland)
Judge: Hon. Peter G Cary
Debtor's Counsel: D. Sam Anderson, Esq.
BERNSTEIN SHUR SAWYER & NELSON, P.A.
100 Middle St., West Tower
Portland, ME 04101
Tel: (207) 774-1200
Fax: (207) 774-1127
Email: sanderson@bernsteinshur.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James W. Lindvall, managing member.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
MOBILESMITH INC: Sells Additional $400,000 Convertible Note
-----------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$400,000, to a current noteholder upon substantially the same
terms and conditions as the Company's previously issued notes.
The Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing Aug. 30, 2014. As with the Existing Notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.
The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.
The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.
As previously reported, the Company has obtained a bank commitment
letter to borrow up to $5,000,000 under a facility with
substantially the same terms as the Company's outstanding
facility, or the IDB Facility, with Israel Discount Bank, which
matured by its terms on May 31, 2014. The Company, IDB and the
lender under the New Facility are in the final stages of this
transaction and the Company expects to close on the New Facility
and to use the proceeds of the New Facility to repay the
$5,000,000 in outstanding borrowings under the IDB Facility.
About MobileSmith Inc.
MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993. The Company changed its name to
MobileSmith, Inc., effective July 1, 2013. The Company develops
and markets software products and services tailored to users of
mobile devices. The Company's flagship product is The
MobileSmithTM Platform. The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.
In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Cherry Bekaert LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2013.
The Company reported a net loss of $27.53 million on $339,039 of
total revenues in 2013, compared with a net loss of $4.4 million
on $147,468 of total revenues in 2012. As of March 31, 2014, the
Company had $1.52 million of total assets, $30.25 million of total
liabilities and a $28.72 million total stockholders' deficit.
MOLY MINES: TSX to Delist Common Shares After Non-Compliance
------------------------------------------------------------
Moly Mines Limited on June 5 disclosed that it has been advised by
the Toronto Stock Exchange that the Company's common shares will
be delisted from the TSX at the close of business on July 4, 2014.
As previously reported on May 5, 2014 the TSX advised that the
Company appeared to have ceased to be actively engaged in any
ongoing business in accordance with section 710(a)(iii) of the TSX
Company Manual. The Company was granted 30 days in which to
regain compliance with these requirements pursuant to the Remedial
Review Process. The Company has not regained compliance within
this timeframe, and as such has been provided with the 30 day
delisting notice.
As a part of ongoing cost savings initiatives, the Company will
not seek to list on an alternative board in Canada. The Company
will continue to abide by TSX regulations until the delisting is
final and will remain a reporting issuer in Canada until further
notice.
The Company will continue to be listed on the ASX although, as
advised in the ASX announcement of April 9, 2014 ('Anticipated
Suspension From Official Quotation'), MOL securities have been
suspended from quotation on the ASX (effective April 22, 2014),
and will remain suspended until the Company is able to recommence
operations at a level adequate to again justify quotation of MOL
securities.
Implications for holders on the Canadian register
As a consequence of the delisting of MOL shares, the Canadian
shareholder register (the "Canadian register") will be closed on
August 29, 2014.
For CDS participants, or if your shares are held by your broker,
the CDSI participant/broker can request to have the shares
transferred to the Australian shareholder register (the
"Australian register") by submitting a removal request using
Computershare's web based cross-border xSettle service.
Registered shareholders on the Canadian register can request to
have their shares transferred to the Australian register by
instructing Computershare to initiate the transfer by completing a
"Register Removal Request" form and submit the form together with
their original share certificate(s).
A "Register Removal Request" form can be downloaded from the
Global Transaction section on the Computershare website, by
visiting
https://www-us.computershare.com/Investor/help/PrintableForms or
on the Company's website at www.molymines.com
If a shareholder or a CDS participant on the Canadian register
does not move their shares to the Australian register by the close
of business on August 29, 2014, then their shares will be
automatically moved to an issuer sponsored holding on the
Australian register, and an issuer sponsored statement will be
dispatched to the registered address.
Questions regarding the register removal process can be directed
to Computershare's Global Transaction Team on +1 866 277 2086
(toll free within North America) or +1 781 575 4086.
As previously announced, the Company will continue to evaluate
suitable investment opportunities and will inform the market of
any material developments as they occur.
Headquartered in Perth, Australia, Moly Mines Limited --
http://www.molymines.com-- is a company engaged in the mining,
exploration and development of mineral resources.
MOUNTAIN PROVINCE: Provides Gahcho Kue Project Update
-----------------------------------------------------
Mountain Province Diamonds Inc. provided an update on progress at
the Gahcho Kue diamond project, a joint venture between Mountain
Province Diamonds (49 percent) and De Beers Canada (51 percent).
Project schedule
As at the end of May 2014 the overall project was progressing
according to plan and first production remains on schedule for H2
2016.
Permitting
Processing of the Gahcho Kue Land Use Permit and Class A Water
License remains on schedule. The public hearing on the Gahcho Kue
water license was held on May 6 and 7, 2014. On May 23, 12014,
the Mackenzie Valley Land and Water Board released draft copies of
the Gahcho Kue Water Licence and Land Use Permit for final review
and comment before the end of June. These permits are expected to
be approved during H2 of 2014.
Project funding
Following the appointment last month of Rockface Capital as
financial advisor to the Company, a review of a number of debt
terms sheets has been completed. Indications of interest to
participate in the provision of debt finance to Mountain Province
continue to be received. The Company expects to complete the
review of all debt proposals by the end of June following which
detailed negotiations will commence with the preferred lenders.
Based on current progress, Mountain Province expects to be able to
announce further details, including debt terms, by the end of July
and expects to be able to conclude definitive loan agreements by
the end of 2014.
Tuzo Deep drilling
Drilling of the final third hole at Tuzo Deep is currently
underway. Details of the drill results will be released on
completion of the program, which is expected by the end of June.
Progress has been slower than planned due to difficult ground
conditions.
The Gahcho Kue Project consists of a cluster of four
diamondiferous kimberlites, three of which have a probable mineral
reserve of 35.4 million tonnes grading 1.57 carats per tonne for
total diamond content of 55.5 million carats.
About Mountain Province Diamonds
Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada. The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.
Mountain Province reported a net loss of C$26.60 million in 2013,
a net loss of C$3.33 million in 2012 and a net loss of C$11.53
million in 2011. As of March 31, 2014, the Company had C$153.62
million in total assets, C$36.32 million in total liabilities and
C$117.29 million in total shareholders' equity.
Going Concern
"The Company currently has no source of revenues. In the years
ended December 31, 2013, 2012 and 2011, the Company incurred
losses, had negative cash flows from operating activities, and
will be required to obtain additional sources of financing to
complete its business plans going into the future. Although the
Company had working capital of $35,133,368 at December 31, 2013,
including $35,687,694 of cash and short-term investments, the
Company has insufficient capital to finance its operations and the
Company's share of development costs of the Gahcho Kue Project
(Note 8) over the next 12 months. The Company is currently
investigating various sources of additional funding to increase
the cash balances required for ongoing operations over the
foreseeable future. These additional sources include, but are not
limited to, share offerings, private placements, rights offerings,
credit and debt facilities, as well as the exercise of outstanding
options. However, there is no certainty that the Company will be
able to obtain financing from any of those sources. These
conditions indicate the existence of a material uncertainty that
results in substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the 2013 Annual
Report.
N.C. KITCHENS: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: N.C. Kitchens & Baths, Inc.
1016 Sheridan Rd.
Winthrop Harbor, IL 60096
Case No.: 14-20907
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 3, 2014
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: Bradley H Foreman, Esq.
LAW OFFICES OF BRADLEY H FOREMAN, P.C.
900 West Jackson Blvd., Suite 7E
Chicago, IL 60607
Tel: 312-948-8126
Fax: 312-948-8127
Email: Brad@BradleyForeman.com
Total Assets: $625,000
Total Liabilities: $1.76 million
The petition was signed by Rattan Singh, vice-president.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-20907.pdf
NATIVE WHOLESALE: Case Conversion Hearing Continued Until June 10
-----------------------------------------------------------------
The Bankruptcy Court continued until June 10, 2014, at 10:30 a.m.,
the hearing to consider U.S. Trustee Joseph W. Allen's motion to
convert the Chapter 11 case of Native Wholesale Supply Company to
one under Chapter 7 of the Bankruptcy case.
As reported in the Troubled Company Reporter on March 13, 2014,
the U.S. Trustee argued that the Debtor has (1) an inability to
perform the statutory duties of a debtor-in-possession and to
comply with the requirements of the Chapter 11 Operating
Guidelines; and (2) failed to file monthly financial reports for
February and March 2013.
The States of California, Idaho, New Mexico, New York, and
Oklahoma and the United States have filed a statement in support
of the U.S. Trustee's motion to convert or dismiss the Chapter 11
case. Craig T. Lutterbein, Esq., at Hodgson Russ LLP, the
attorney for the States, said in the Jan. 30 court filing, "The
Debtor has not proposed a plan within a reasonable time period and
the States and the United States are not convinced there is a
reasonable likelihood of rehabilitation. As between the two
options of conversion or dismissal, the States and the United
States believe that conversion is the more appropriate option."
The Debtor's exclusivity period has expired.
About Native Wholesale Supply Company
Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States. It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor. Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.
Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment. The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.
Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.
The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.
The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.
According to a Consensual Disclosure Statement for Joint
Consensual Plan of Reorganization of Native Wholesale Supply
Company, and the States dated March 6, 2014, the Debtor
established a Plan Funding Account at M&T and deposited
$5.5 million on Feb. 4, 2014, and an additional $500,000 was
deposited on Feb. 14, 2014. An additional $500,000 will be
deposited in the Plan Funding Account on each succeeding 15th day
of each month (or the first business day after the 15th)
beginning in March 2014 until the Plan is confirmed.
No trustee, examiner or creditors' committee has been appointed in
the case.
NAVISTAR INTERNATIONAL: Reports 2nd Quarter Net Loss of $297MM
--------------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to the Company of $297 million
on $2.74 billion of net sales and revenues for the three months
ended April 30, 2014, as compared with a net loss attributable to
the Company of $374 million on $2.52 billion of net sales and
revenues for the same period last year.
For the six months ended April 30, 2014, the Company reported a
net loss attributable to the Company of $545 million on $4.95
billion of net sales and revenues as compared with a net loss
attributable to the Company of $497 million on $5.16 billion of
net sales and revenues for the same period during the prior year.
The Company's balance sheet at April 30, 2014, showed $7.72
billion in total assets, $11.79 billion in total liabilities and a
$4.07 billion total stockholders' deficit.
"We ended the second quarter of 2014 with $1.13 billion of
consolidated cash, cash equivalents and marketable securities,
compared to $1.59 billion as of Oct. 31, 2013. The decrease in
consolidated cash, cash equivalents and marketable securities was
primarily attributable to spending related to warranty claims,
debt servicing payments, contributions to the Company's benefit
plan, and capital expenditures," the Company stated in the Form
10-Q.
"We continue to make progress with our 'Drive to Deliver' and we
have seen a number of encouraging signs this quarter, including
improvements in our market share and strong order backlog,
positive trends in our warranty expense and spend, and higher than
expected structural cost reductions," said Troy A. Clarke,
Navistar president and chief executive officer. "This is the
third consecutive quarter where we've met or exceeded our EBITDA
guidance and we have now met or exceeded our cash guidance for
seven straight quarters."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/OgUUFY
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.
* * *
In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR). The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.
As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'. "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.
In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings. The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy. Other rating concerns
are already incorporated in the 'CCC' rating.
NET PAY SOLUTIONS: IRS Fights to Keep Tax Penalties
---------------------------------------------------
Law360 reported that the Internal Revenue Service should be able
to keep millions of dollars in penalties from a now-bankrupt
payroll company even though the company lied to customers about
how it would use their money, government lawyers told a
Pennsylvania federal judge.
According to the report, Net Pay Solutions, a Pennsylvania-based
company that filed for Chapter 7 bankruptcy in 2011, engaged in an
alleged Ponzi scheme in which it pooled together all of the money
its customers asked it to manage.
The case is Slobodian v. United States of America Internal Revenue
Service, Case No. 1:13-cv-02677 (M.D. Pa.) before Judge
Christopher C. Conner.
NEWLEAD HOLDINGS: Gets TRO Against Ironbridge on Share Issuance
---------------------------------------------------------------
NewLead Holdings Ltd. disclosed that on June 3, 2014, the Company
was granted a Temporary Restraining Order ("TRO"), against
Ironridge Global IV, Ltd. prohibiting the further issuance of
common shares in payment of dividends on Series A Preference
Shares of NewLead. The TRO is pending the hearing and decision on
Petition for Preliminary Injunctive Relief Pending Arbitration.
On June 3, 2014, NewLead filed in the United States District
Court, Southern District of New York a Petition for Temporary
Restraining Order and Injunction In Aid of International
Arbitration Proceedings to prevent the conversion of any
Preference Shares of NewLead into NewLead's common shares pursuant
to conversion of its outstanding Preference Shares solely held by
Ironridge as well as the issuing of any of the Company's common
shares to Ironridge.
Previously, NewLead agreed to issue up to $25.0 million in
Preference Shares over a period of time, subject to a number of
conditions. NewLead subsequently came to believe that Ironridge
breached material restrictions on its trading activity, among
other things, and notified Ironridge that consequently the
transaction documents were no longer valid. To date, Ironridge
only advanced proceeds of $2.5 million, in exchange for $5.0
million of Preference Shares.
In May 2014, Ironridge filed an arbitration action pursuant to the
provisions of the transaction documents.
The Company intends to pursue its full legal remedy and believes
that Ironridge is no longer entitled to conversions of the
Preference Shares and has no desire and does not intend to accept
any further funds from Ironridge.
About NewLead Holdings
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012. The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.
EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements. Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
NORBORD INC: DBRS Confirms 'BB' Issuer Rating
---------------------------------------------
DBRS Inc. has confirmed the Issuer Rating of Norbord Inc. at BB
with a Stable trend. The confirmation reflects that Norbord has
performed mostly in line with expectations (notwithstanding the
weak results in Q1 2014 impacted by cold weather in North America)
and also reflects the fact that the Company's credit metrics
remain acceptable for the current rating. The Stable trend
reflects DBRS's expectation of solid credit metrics for the full-
year 2014 period. The expectation of solid credit metrics and
stronger results in the remainder of 2014 reflects DBRS's
unchanged view on the sustainability of the recovery in the U.S.
housing industry. Moreover, Norbord's issuer rating continues to
be supported by its solid business profile as one of the leading
and low-cost oriented strand board (OSB) producers.
DBRS has also confirmed the recovery ratings of the Senior Secured
Notes of Norbord Inc. and Norbord (Delaware) GP I at RR3. As a
result of the base Issuer Rating being confirmed at BB with a
Stable trend, the RR3 ratings on the Senior Secured Notes of
Norbord Inc. and Norbord (Delaware) GP I correspond to a BB rating
with a Stable trend.
Market conditions strengthened in 2013, with higher North America
OSB prices driven by the improvement in the U.S. housing market.
As a result of the strong OSB prices driven by demand, Norbord
generated significantly stronger results and credit metrics in the
full-year 2013 period. However, Norbord's Q1 2014 results were
exceptionally weak due to lower OSB prices driven by lower demand.
DBRS believes the weaker market conditions were mainly attributed
to the abnormal harsh winter weather conditions, which dampened
residential construction activities. On top of that, restarted
industry capacities due to the industry's expectation of
continuing recovery in the U.S. housing market also compounded the
temporary decline in demand and negatively impacted prices.
Going forward, DBRS expects stronger North America results in the
remainder of the year; which are driven by higher OSB prices as
demand improves in line with the expectation of continuing
recovery of U.S. housing market. However, as demand continues to
strengthen, DBRS expects more industry capacities to be restarted
and therefore will likely have some limitation effects on the
prices. On the other hand, Europe results are expected to remain
solid in the remainder of 2014; which are in line with the
expectation of continuing improvement of housing markets in the
U.K., Germany and Benelux. As a result, DBRS expects Norbord to
generate better results in the remainder of 2014 and maintains
solid credit metrics for the full-year 2014 period.
Moreover, DBRS continues to believe that Norbord is well-
positioned to benefit from the full recovery of the U.S. housing
market, supported by increasing household formation, pent-up
demand and an improving U.S. economy. DBRS also maintains its
expectation of 2014 U.S. housing starts to be approximately 1.1 to
1.2 million units (923,400 units in 2013).
Norbord's credit rating continues to be supported by its solid
business profile as one of the leading and low-cost OSB producers,
driven by continued improvements in operating efficiencies and the
implied support of Brookfield Asset Management Inc. (BAM, rated A
(low) by DBRS), its majority owner.
In conclusion, DBRS expects the U.S. housing market to continue
its recovery and Norbord's credit metrics to remain solid for the
full-year 2014 period. DBRS also expects Norbord to maintain its
solid business profile. On the other hand, if the U.S. housing
market unexpectedly weakens in a significant manner, and in turn,
Norbord's operating results and credit metrics deteriorate sharply
for the full-year 2014 period, then negative rating action could
be considered.
DBRS has simulated a default scenario for Norbord in order to
analyze the potential recovery of the Company's senior debt in the
event of default. The scenario assumes a prolonged period of
severe economic conditions, regardless of how hypothetical or
unlikely the conditions may be, in which product demand and prices
plummet. Based on the recovery analysis, DBRS believes that
holders of the Senior Secured Notes would recover approximately
60% to 80% of the principal; therefore, the recovery rating
remains at RR3.
NORTH STAR CHARTER: S&P Withdraws 'D' Rating at School's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'D' long-term
rating on the series 2009A and 2009B (taxable) facility revenue
bonds issued for North Star Charter School by the Idaho Housing &
Finance Assn. at the issuer's request.
NORTH TEXAS BANCSHARES: Wins Chap. 11 Confirmation
--------------------------------------------------
Law360 reported that a Delaware bankruptcy judge confirmed bank
holding company North Texas Bancshares Inc.'s Chapter 11 plan over
the objection of the U.S. Trustee's Office, which took issue with
some provisions that granted liability releases to the debtor, its
brass and employees, and a multitude of other parties.
According to the report, the bankruptcy watchdog had argued that
the releases essentially amounted to a discharge, something
prohibited for corporate debtors, or were nonconsensual third-
party releases, which the U.S. Trustee's Office contended should
not be allowed in a liquidating Chapter 11 plan.
U.S. Bankruptcy Judge Kevin Gross didn't see it that way, saying
that NTBI had a "fine plan" he called "simple and straightforward"
that aligns with the aims of the Bankruptcy Code, the report
related.
About North Texas Bancshares and Park Cities Bank
North Texas Bancshares of Delaware, Inc. and North Texas
Bancshares, Inc., the parent company of Park Cities Bank, a Texas
banking chain with four branches, sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 13-12699 and 13-12700) in
Wilmington, Delaware, on Oct. 16, 2013. The jointly administered
cases are before Judge Kevin Gross.
The Debtors are represented by Tobey M. Daluz, Esq., Leslie C.
Heilman, Esq., and Matthew Summers, Esq., at Ballard Spahr LLP, in
Wilmington, Delaware. The Debtors' special counsel is Bracewell &
Giuliani LLP. Commerce Street Capital, LLC, serves as the
Debtors' financial advisors.
In December 2013, the Bankruptcy Court approved the acquisition of
Park Cities Bank (NTBS/PCB), by Olney Bancshares of Texas, Inc.
During the court-supervised auction, Olney's $11.4 million bid was
deemed the highest or otherwise best offer received, beating a
stalking horse bid by Park Cities Financial Group, an independent
group of investors unaffiliated with NTBS/PCB. As part of the
transaction, Park Cities Bank will merge with and into Interbank,
the wholly owned banking subsidiary of Olney. Interbank operates
36 banking locations in Texas and Oklahoma while Park Cities Bank
operates four branches in the Dallas/Fort Worth area. The merger
is expected to take place during the first quarter of 2014.
ODOM INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Odom Industries Inc.
1162 US Highway 50
Milford, OH 45150
Case No.: 14-12401
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
Southern District of Ohio (Cincinnati)
Judge: Hon. Beth A. Buchanan
Debtor's Counsel: Paige Leigh Ellerman, Esq.
FROST BROWN TODD LLC
3300 Great American Tower
301 E. Fourth Street
Cincinnati, OH 45202
Email: pellerman@fbtlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy C. Odom, CEO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb14-12401.pdf
OGX PETROLEO: Bondholders Looking to Fight Bankruptcy Plan
----------------------------------------------------------
Law360 reported that minority bondholders of the bankrupt
Brazilian oil giant OGX Petroleo e Gas Participacoes SA, which is
now known as Oleo e Gas Participacoes SA, have said they will
voice their opposition to the company's proposed restructuring
plan at a creditors vote, despite uncertainty surrounding whether
they will even get a vote.
According to the report, they argue that OGX and the majority
bondholders are working to keep the minority bondholders from
taking part in the debtor-in-possession financing and that they
may be prevented from having their voices heard at the creditors
meeting.
The Troubled Company Reporter said on June 5, 2014, that more than
80% of creditors present at a meeting voted to approve a
restructuring plan for OGX Petroleo. Creditors in favor of the
plan own more than 90% of the company debt held by those present
at the assembly.
About OGX Petroleo
Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participacoes
S.A., now known as Oleo e Gas, is an independent exploration and
production company with operations in Latin America.
OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001. The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.
The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.
ON CAMPUS MEDIA: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
On Campus Media, Inc. 14-12881
23147 Ventura Boulevard, Suite 250
Woodland Hills, CA 91367
Scentsa Media Networks, Inc. 14-12882
23147 Ventura Boulevard, Suite 250
Woodland Hills, CA 91367
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Maureen Tighe
Debtors' Counsel: Dheeraj K Singhal, Esq.
DCDM LAW GROUP, PC
30 N Raymond Ste 801
Pasadena, CA 91103
Tel: 626-689-2407
Fax: 626-689-2205
Email: dksinghal@dcdmlawgroup.com
Total Total
Assets Liabilities
---------- -----------
On Campus Media $1.4MM $4.69MM
Scentsa Media Networks $1MM $4.45MM
The petition was signed by Scott Krantz, chief executive officer.
A list of On Campus Media's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-12881.pdf
A list of Scentsa Media Networks' two largest unsecured creditors
is available for free at http://bankrupt.com/misc/cacb14-12882.pdf
PATIENT SAFETY: Cardinal Health No Longer a Shareholder
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Cardinal Health, Inc., disclosed that as of
March 24, 2014, it did not beneficially own any shares of common
stock of Patient Safety Technologies, Inc.
On March 24, 2014, Patient Safety and Stryker Corporation
announced the completion of a merger of the Company with and into
Stryker. Pursuant to a warrant purchase agreement, upon
completion of the Merger, the Warrants were terminated. The
Warrant allowing Cardinal Health to purchase 1,250,000 shares of
Common Stock at $2.00 per share was converted into shares of
Common Stock, which were immediately thereafter converted into the
right to receive $2.22 per share in cash. The Warrant entitling
the Reporting Person to purchase 625,000 shares of Common Stock
for $4.00 per share was canceled. Cardinal Health is no longer a
beneficial owner of any shares of Common Stock as a result of the
completion of the Merger.
A full-text copy of the regulatory filing is available at:
http://is.gd/BjhkOE
About Patient Safety Technologies
Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.
The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in stockholders' equity.
Patient Safety incurred a net loss applicable to common
shareholders of $1.91 million for the nine months ended Sept. 30,
2013. The Company incurred a net loss of $2.20 million in 2012
and a net loss of $1.89 million in 2011.
PERSONAL COMMUNICATIONS: Liquidating Plan Effective
---------------------------------------------------
Wilmington Trust, N.A., the liquidating trustee under the
liquidating trust agreement pursuant to Personal Communications
Devices LLC, et al.'s Plan of Liquidation, notified the U.S.
Bankruptcy Court for the Eastern District of New York that the
Effective Date of the Plan occurred on May 20, 2014.
About PCD
Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y. The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.
PCD -- http://www.pcdphones.com-- was in the business of
providing carriers and manufacturers an array of product life
cycle management services that includes planning and development;
inventory; technical testing; quality control; forward and reverse
logistics; sell-in and sell-thru, marketing & warranty support.
PCD sold its assets to Quality One Wireless LLC for $105 million
in October 2013. The bankruptcy auction was cancelled as no
competing offers were submitted.
Bankruptcy Judge Alan S. Trust oversees the case. Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent. BG Strategic Advisors, LLC, is the
financial advisor. Richter Consulting, Inc., is the investment
banker.
Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.
A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case. The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.
PCD obtained confirmation of its Plan of Liquidation on April 11,
2014. Under the Plan, unsecured creditors were told to expect a
2.8% recovery on $175.8 million in claims. The sale of PCD's
assets was accompanied by a settlement where the buyer provided
$500,000 for winding down the Chapter 11 case and $3 million
toward expenses of the Chapter 11 process.
* * *
This concludes the Troubled Company Reporter's coverage of
Personal Communications Devices LLC until facts and circumstances,
if any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.
PETRON ENERGY: Authorized Common Shares Hiked to $25 Billion
------------------------------------------------------------
Petron Energy II, Inc., by and through its Board of Directors and
with written consent of a majority of its shareholders entitled to
vote, filed an amendment to the Company's Articles of
Incorporation with the Secretary of State of Nevada effectuating
an increase in the total number of authorized stock of the
Corporation from 15,010,000,000 to 25,010,000,000 shares
consisting of: (i) 25,000,000,000 shares of common stock, par
value $0.0001 per share; and (ii) 10,000,000 shares of preferred
stock par value $0.001 per share. A copy of the May 30, 2014,
Amendment to Articles of Incorporation is available for free at:
http://is.gd/knm6GK
About Petron Energy
Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States. As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma. In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma. The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment. The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.
Petron Energy reported a net loss of $4.30 million in 2013
following a net loss of $8.32 million in 2012. As of March 31,
2014, the Company had $3.05 million in total assets, $5.21 million
in total liabilities and a $2.16 million total stockholders'
deficit.
KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013. The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.
PHILADELPHIA HAITIAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Philadelphia Haitian Baptist Church of Orlando
Po Box 580812
Orlando, FL 32858
Case No.: 14-06667
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Avind Mahendru, Esq.
ARVIND MAHENDRU
5703 Red Bug Lake Rd #284
Winter Springs, FL 32708
Tel: 407-504-2462
Email: amtrustee@gmail.com
Total Assets: $3.02 million
Total Liabilities: $7.65 million
The petition was signed by Jean Bernadin, president.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
POYTHRESS TENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Poythress Tent Rentals, Inc. 14-10631
t/a Premier Special Event Services, Inc.
P.O. Box 2718
Burlington, NC 27215
Premier Special Event Services, Inc. 14-10632
P.O. Box 2718
Burlington, NC 27215
Chapter 11 Petition Date: June 4, 2014
Court: United States Bankruptcy Court
Middle District of North Carolina (Greensboro)
Judge: Hon. Lena M. James
Debtors; Counsel: Dirk W. Siegmund, Esq.
IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
Suite 500, 100 S. Elm St.
P. O. Box 3324
Greensboro, NC 27402-3324
Tel: 336-274-4658
Fax: 336-274-4540
Email: dws@imgt-law.com
Estimated Estimated
Assets Liabilities
---------- -----------
Poythress Tent Rentals, Inc. $500K-$1MM $1MM-$10MM
Premier Special Event Services $500K-$1MM $1MM-$10MM
The petitions were signed by David E. Poythress, president.
A list of Poythress Tent Rentals, Inc.'s 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/ncmb14-10631.pdf
A list of Premier Special Event's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/ncmb14-10632.pdf
PRODUCTION RESOURCE: Moody's Lowers CFR to Caa1; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded Production Resource
Group, Inc.'s ("PRG") Corporate Family Rating ("CFR") to Caa1 from
B3, Probability of Default rating to Caa1-PD from B3-PD, and the
rating for its senior notes to Caa2 from Caa1. The ratings outlook
has been changed to negative from stable. The ratings action
reflects increasing debt levels and weakening in liquidity at a
time when the company is attempting to address ongoing
deterioration in operating performance in a manner that involves
high levels of capital investment to improve margins.
Downgrades:
Issuer: Production Resource Group, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Unsecured Regular Bond/Debenture May 1, 2019, Downgraded
to Caa2 (LGD5, 71%) from Caa1 (LGD4, 69%)
Outlook Actions:
Issuer: Production Resource Group, Inc.
Outlook, Changed To Negative From Stable
Ratings Rationale
PRG's CFR was lowered to Caa1 in consideration of a deterioration
in operating performance, characterized by declining revenue and
weakening operating margins. This has resulted in cash generated
from operations that is inadequate to cover the relatively high
capital expenditure levels that the company faces in its endeavors
to expand and restructure its service offering. Specifically, PRG
is undertaking investments in lease equipment used in its events
staging activities, which will allow the company to improve
operating margins over the long run as it reduces expensive sub-
rental fees. The negative free cash flow that ensues, which
Moody's believes will continue over the next few years, will
require increasing levels of debt to fund cash shortfalls. The
company has used borrowings under its $250 million ABL facility to
fund these investments over the past year. PRG currently has less
than $60 million available on this facility, which Moody's views
to be inadequate considering negative free cash flow that has
averaged approximately $30 million annually over the last three
years, and is expected to remain substantially negative over the
next few years as well.
In addition to liquidity concerns, the lower ratings also take
into account increasing debt levels that have resulted from the
use of borrowings to cover cash shortfalls. Total debt stood at
approximately $698 million (including Moody's standard
adjustments) as of March 31, 2014, which represents approximately
130% of LTM revenue. Credit metrics no longer support a B3 rating
given the company's unpredictable revenue streams. Moody's
estimates PRG's Debt to EBITDA of approximately 6.7 times, while
EBITA to Interest is estimated to be well below 1 time, and
Retained Cash Flow to Debt is approximately 6%.
The company has recently announced plans to refinance its debt
structure, one goal of which is to expand availability under its
ABL facility. To the extent such a refinancing would materially
resolve near term liquidity concerns, this could be viewed as a
positive credit development that would forestall further negative
rating actions. However, unless any contemplated capital
restructuring involved a substantial reduction in debt, such
transactions will not likely result in an upgrade to PRG's Caa1
CFR. According to Moody's analyst David Berge, "management will
still face considerable challenges in transitioning PRG's business
model." The industry is intensely competitive and the company will
remain vulnerable to changes in macroeconomic conditions.
The negative outlook reflects Moody's concerns that, as PRG
continues capital spending at high levels, the company's liquidity
condition will be further stressed, resulting in diminishing
availability under the ABL facility. Such deterioration in
liquidity would limit the company in its ability to continue to
invest in equipment vital to its operational restructuring plan,
which would create difficulties for the company in meeting
operating or debt service requirements over the next 12-18 months.
The ratings could be lowered if PRG cannot successfully address
near term liquidity pressures through the re-financing initiatives
planned for 2014, requiring the company to make further use of the
existing ABL facility to meet cash shortfalls. Ratings could also
be downgraded if PRG continues to experience a declining trend in
revenue and operating margins due to a challenging market
environment, or if the company cannot gain economic benefits
anticipated from investments in equipment.
While a ratings upgrade is unlikely, higher rating consideration
would require a material improvement in liquidity as well as a
substantial reduction in debt, along with the demonstration of
stability in the company's revenue base and the restoration of
stronger operating margins. A return to positive free cash flow
with little reliance on the revolver would be important for higher
rating consideration, along with sustained credit metrics such as
Debt to EBITDA of below 6 times and EBITA to Interest in excess of
1 time.
The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Production Resource Group, Inc. is a provider of entertainment
technology solutions to the live event industry. The company is
majority-owned by The Jordan Company (The Resolute Fund II). PRG
reported $537 million of revenue for the twelve months ended March
31, 2014.
REFCO INC: Hit With $670-Mil. Fraud Judgment
--------------------------------------------
Law360 reported that a New York federal judge has agreed to enter
a nearly $670 million securities fraud judgment against bankrupt
commodities firm Refco Inc. and former Refco officials named as
defendants in multidistrict litigation over the company's massive
accounting scheme, according to a court filing made public.
According to the report, U.S. District Judge Jed S. Rakoff said he
would adopt a report by special master Ronald Hedges recommending
that the defendants be held jointly and severally liable for a
$669.4 million judgment, plus $78,430 in interest for each day
after April 29 until the judgment is entered.
The special master recommended last month that former Refco Group
Ltd. President Tone Grant be held liable for the judgment along
with the firm's former CEO Phillip Bennett, its ex-vice president
Thomas Hackl and Refco Group Holdings Inc., the report related.
Also named was Christopher Sugrue, founder and former chairman of
PlusFunds Group Inc., the report said.
The case is In re: Refco Securities Litigation, case number 1:07-
md-01902, in the U.S. District Court for the Southern District of
New York.
About Refco Inc.
Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base. Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore. Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products. Refco was one of the largest global clearing firms for
derivatives. The Company had operations in Bermuda.
The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors. Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.
The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006. That Plan became effective on Dec. 26,
2006. Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.
RELIANCE INTERMEDIATE: Moody's Cuts Senior Secured Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service commented that it is continuing the
review for possible downgrade of the ratings of Reliance
Intermediate Holdings LP (Senior Secured Ba2) and its subsidiary,
Reliance LP (Senior Secured Baa3) (together, "Reliance").
On Review for Downgrade:
Issuer: Reliance Intermediate Holdings LP
US$350M 9.5% Senior Secured Notes maturing Dec 15, 2019, Ba2
Issuer: Reliance LP
C$30M 8.00% Senior Secured Notes due 2018, Baa3
US$185M 7.39% Senior Secured Notes due 2018, Baa3
Outlook Actions:
Issuers: Reliance Intermediate Holdings LP and Reliance LP
Under Review
Ratings Rationale
The review, initiated on May 5, 2014, was originally focused on
the uncertain use of proceeds of Reliance's announced sale of its
security systems and monitoring business (Protectron) for $555
million. Reliance announced that it will purchase National Home
Services ("NHS"), a water heater and HVAC business for $505
million. While Moody's expects the proceeds from Protectron will
be used to fund the purchase of NHS, Moody's will now focus its
review on the possibility that Reliance is unable to close on the
sale of its Protectron business but is nevertheless obligated to
close on the acquisition of NHS, for which it does not have
committed funding. Moody's review will also focus on the company's
plans for future dividend levels.
However, should both transactions close as announced, and Moody's
gains confidence that the company will not take on debt to fund
future dividends to its private owners, Moody's expects to confirm
the existing ratings with a stable outlook. Moody's believes that
leverage will not change materially (adjusted Debt/EBITDA around
5x), after synergies, and the water heater business being acquired
is more stable than the security business being sold.
The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Reliance's water heater and heating, air conditioning and
ventilation business generated revenue of $417 million for the
fiscal year ended December 31, 2013 while Protectron generated
$166 million for the same period. Reliance is owned by Alinda
Capital Partners and is headquartered in Toronto, Ontario, Canada.
REVEL CASINO: Said to Be Mulling 2nd Ch.11 as Workers Join UNITE
----------------------------------------------------------------
Wayne Parry, writing for the Associated Press, reported that
employees at Revel Casino Hotel in Atlantic City, N.J., voted late
Friday, June 6, to join Local 54 of the Unite-HERE union by a
margin of about 80 percent to 20 percent. The AP said the move
could complicate efforts for the casino to find a buyer or a joint
venture partner.
According to the AP, Revel, which has been losing money since it
opened in April 2012, is considering a second Chapter 11
bankruptcy filing. It emerged from Chapter 11 in 2013 with vastly
reduced debt but continued to struggle to gain market share in the
crowded northeast casino market.
The AP report said Local 54 has battled Revel since before it
opened.
About Revel AC
Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.
Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.
Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring. Epiq Bankruptcy Solutions is the claims and
notice agent.
The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.
Revel AC Inc. on May 21, 2013, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code. Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.
RITE AID: May Store Sales Increased 3.5% Over Prior Year
--------------------------------------------------------
Rite Aid Corporation announced sales results for May. The Company
also provided preliminary estimated financial results for the
quarter ended May 31, 2014, and updated its outlook for 2015
fiscal year.
Monthly Sales
For the five weeks ended May 31, 2014, same store sales increased
3.5 percent over the prior-year period. May front-end same store
sales increased 0.5 percent. Pharmacy same store sales, which
included an approximate 156 basis points negative impact from new
generic introductions, increased 5.0 percent. Prescription count
at comparable stores increased 3.2 percent over the prior-year
period.
Total drugstore sales for the five-week period increased 2.5
percent to $2.484 billion compared to $2.423 billion for the same
period last year. Prescription sales accounted for 68.0 percent
of drugstore sales, and third party prescription sales represented
97.4 percent of pharmacy sales.
Quarterly Sales
Same store sales for the 13-week period ended May 31, 2014,
increased 3.1 percent over the prior-year period. Front-end same
store sales were flat compared to the prior-year period while
pharmacy same store sales increased 4.6 percent. Prescription
count at comparable stores increased 2.3 percent over the prior-
year period.
Total drugstore sales for the 13 weeks ended May 31, 2014,
increased 2.6 percent with sales of $6.425 billion compared to
$6.264 billion for the same period last year. Prescription sales
represented 68.4 percent of total drugstore sales, and third party
prescription sales represented 97.4 percent of pharmacy sales.
Preliminary Financial Results
Although results for the quarter ended May 31, 2014, will not be
released until June 19, 2014, the Company expects Adjusted EBITDA
(which is reconciled to net income on the attached table) for the
quarter to be between $275 million and $285 million, net income to
be between $35 million and $45 million and income per diluted
share to be $.04. Based on pharmacy margin trends, particularly
in May, the Company expects its results for Adjusted EBITDA to
trail the results for the previous year's first quarter due
primarily to higher-than-expected drug costs resulting from a
delay in realizing the level of expected generic purchase price
reductions and a greater-than-expected reduction in reimbursement
rates. Rite Aid's actual financial results for the quarter ended
May 31, 2014 have not been finalized by management, and as a
result, Rite Aid's actual results may differ from the estimates
above. The Company undertakes no obligation to update future
quarterly periods prior to its regularly scheduled earnings
release.
About Rite Aid Corp.
Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.
Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.
As of Nov. 30, 2013, the Company had $7.13 billion in total
assets, $9.36 billion in total liabilities and a $2.22 billion
total stockholders' deficit.
* * *
As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3. This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.
As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.
In the April 21, 2014, edition of the TCR, Fitch Ratings has
upgraded its ratings on Rite Aid Corporation (Rite Aid), including
its Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over
the past 24 months.
S. M. & J. INC.: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: S. M. & J., Inc.
17838 U.S. Route 23
Catlettsburg, KY 41129
Case Number: 14-10220
Involuntary Chapter 11 Petition Date: June 3, 2014
Court: United States Bankruptcy Court
Eastern District of Kentucky (Ashland)
Judge: Hon. Tracey N. Wise
Petitioner's Counsel: Ellen Arvin Kennedy, Esq.
DINSMORE & SHOHL LLP
250 West Main Street, Suite 1400
Lexington, KY 40507
Tel: (859) 425-1020
Email: dsbankruptcy@dinslaw.com
Alleged Debtor's petitioner:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Mineral Labs, Incorporated Goods & services $64,361
Box 549
Salyersville, KY 41465
SAFEPOINT INSURANCE: A.M. Best Assigns 'bb' Issuer Credit Rating
----------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and an issuer credit rating of "bb" to Safepoint Insurance Company
(12640 Telecom Drive, Tampa, FL). The outlook assigned to both
ratings is stable.
The ratings for Safepoint reflect its adequate level of
capitalization, which supports the underwriting, credit and
investment risks of the company. The company's business plans
consist entirely of writing Florida property business that meets
specific risk characteristics. While strict risk selection
criteria and underwriting guidelines are in place, the
concentration of property business and corresponding dependence on
reinsurance are significant risk factors. Although untested,
sophisticated pricing is in place and is commensurate with the
profile of each risk and its related reinsurance cost while
conforming to regulatory guidelines. Safepoint's business is
being developed as part of a Florida take-out strategy utilizing
an extensive managing general agency network that has been
operating in Florida for many years. Accordingly, the successful
execution of Safepoint's business development plans is highly
dependent on its strategic business partners. Additionally, the
ratings reflect Safepoint's comprehensive reinsurance program,
which is designed to mitigate the impact of not only severe
hurricane activity, but also multiple catastrophic weather events
on its surplus. Based on management's near-term financial plan,
its 100- year after-tax probable maximum loss, utilizing the
current catastrophe model, is at a moderate level relative to
surplus and appropriate for the current rating level.
Positive rating actions could occur for Safepoint following
several periods of profitable results and an increase in
policyholders' surplus and corresponding risk-adjusted
capitalization. Negative rating actions could result if the
operational and financial plans anticipated by management do not
materialize resulting in a decline in capitalization. In
addition, a significant disruption in the Florida property
insurance market emanating from either regulatory/judicial
decisions or natural events also could result in negative rating
actions.
SAVIENT PHARMACEUTICALS: Plan of Liquidation Effective
------------------------------------------------------
Savient Pharmaceutials' First Amended Plan of Liquidation became
effective, and the Company emerged from Chapter 11 protection,
BankruptcyData reported.
As previously reported by The Troubled Company Reporter, Savient,
on May 19 obtained from the U.S. Bankruptcy Court for the District
of Delaware approval of its First Amended Plan of Liquidation
after Judge Mary Walrath issued a findings of fact, conclusions of
law, and order confirming the Plan. The Plan follows the sale of
substantially all of the Debtors' assets to Crealta
Pharmaceuticals LLC.
The Plan impairs senior secured noteholder claims and general
unsecured claims. The Plan also impairs intercompany claims,
subordinated 510(c) claims and subordinated 510(b) claims,
although holders of these claims are not entitled to vote on the
Plan.
Senior secured noteholder claims will be deemed allowed by the
Plan in the aggregate amount of $147,533,716 as of the effective
date. Each holder of Senior Secured Notes will receive pro rata
shares of (i) the final cash sweep proceeds, (ii) any cash from
the professional fee reserve and administrative claim reserve
returned by the liquidating trustee to be appointed under the
Plan, and (iii) the net proceeds of the remaining assets. Holders
of general unsecured claims will receive their pro rata share of
the Liquidating Trust Interests. Noteholders should have an 87.5
percent recovery, while general unsecured creditors see 1.3
percent.
About Savient Pharmaceuticals
Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.
The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013. In its schedules,
Savient Pharmaceuticals listed $43,065,650 in total assets and
$284,078,461 in total liabilities.
The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware. Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor. GCG Inc. serves as the Debtors' claims agent.
Kramer Levin Naftalis & Frankel LLP is the Debtors' special
intellectual property counsel.
U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.
The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.
The Troubled Company Reporter reported on Jan. 15, 2014, that
Savient Pharmaceuticals has completed the sale of substantially
all of its assets, including all KRYSTEXXA assets, to Crealta
Pharmaceuticals for gross proceeds of approximately $120.4
million.
Savient Pharmaceuticals has filed with the Bankruptcy Court a plan
of liquidation following the sale to Crealta. The Plan impairs
senior secured noteholder claims and general unsecured claims.
The Plan also impairs intercompany claims, subordinated 510(c)
claims and subordinated 510(b) claims, although holders of these
claims are not entitled to vote on the Plan.
* * *
This concludes the Troubled Company Reporter's coverage of Savient
Pharmaceuticals, Inc., until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.
SEQUENOM INC: Sells Business Unit for $31.8 Million
---------------------------------------------------
Sequenom, Inc., on May 30, 2014, entered into a Stock and Asset
Purchase Agreement with BioSciences Acquisition Company, pursuant
to which BioSciences purchased substantially all of the assets
used in the Company's bioscience business segment, which develops,
manufactures, markets, sells and services mass spectrometry
analytical instruments and related instruments, software, reagents
and consumables for use in the field of mass spectrometry.
The aggregate cash purchase price was $31.8 million, adjusted for
working capital plus the Company has the right to receive a $2
million milestone payment if a specified regulatory clearance is
obtained by Sept. 30, 2014, or $1 million if that regulatory
clearance is obtained after Sept. 30, 2014, and on or before
Dec. 31, 2014, and $2 million if recognized net revenue of the
Business in 2014 equals or exceeds a specified revenue target.
The purchase price is subject to a post-closing working capital
adjustment.
At the closing, $1.5 million of the purchase price was deposited
in escrow to secure the Company's indemnification obligations and
any working capital adjustment. On May 30, 2015, $500,000 (less
any claims paid under the escrow agreement) is scheduled to be
released to the Company and the remaining escrow is scheduled to
be released on the 18th month anniversary of closing, subject to
any unresolved claims. Pursuant to the Purchase Agreement, the
Company has certain indemnification obligations for potential
breaches of representations and warranties made by the Company,
each of which survives for a period of 18 months, and also for the
covenants and obligations set forth in the Purchase Agreement and
for the satisfaction of all excluded liabilities. The Company is
not required to make any indemnification payments with regards to
its representations and warranties until aggregate damages exceed
$250,000. The Company's maximum indemnification liability is
capped at $3.5 million subject to a limited exception for a
retained liability.
In connection with entering into the Purchase Agreement the
Company also concurrently entered into a License Agreement with
BioSciences pursuant to which the Company granted BioSciences a
worldwide, non-exclusive, royalty-free, fully-paid license,
without the right to sublicense, with respect to its intellectual
property, to make, use, sell and import products and perform
services in operation of the Transferred Assets in the bioscience
business. Pursuant to the terms of the License Agreement,
BioSciences granted the Company a worldwide, non-exclusive,
royalty-free, fully-paid license, without the right to sublicense,
with respect to the intellectual property purchased by BioSciences
in the transaction described herein for the Company's use in the
Company's molecular diagnostic laboratory business.
In accordance with the Purchase Agreement, the Company and
BioSciences entered into a Supply Agreement, pursuant to which
BioSciences agreed to supply and the Company agreed to purchase
mass spectrometry analytical instruments and related instruments,
software, reagents and consumables for use in the Company's
molecular diagnostic laboratory business for mutually-agreed upon
prices to be paid by the Company to BioSciences, for an initial
term.
In accordance with the Purchase Agreement, the Company and
BioSciences entered into a Transition Services Agreement, pursuant
to which the Company agreed to provide certain services to
BioSciences until Dec. 31, 2014, unless the Transition Services
Agreement is earlier terminated. Under the terms of the
Transition Services Agreement, the Company will not charge
Biosciences for the services rendered thereunder, however,
Biosciences will reimburse the Company for certain third party
charges and out-of-pocket costs that may be incurred by the
Company.
Pursuant to the terms of the Purchase Agreement, the Company and
BioSciences entered into a Non-Competition and Non-Solicitation
Agreement, which restricts the Company's global activities in the
Business for a period of five years. The Non-Competition
Agreement also restricts the Company from soliciting for
employment or hiring any BioSciences officer or employee that
works in BioSciences' bioscience operations for a period of three
years. In addition, the Non-Competition Agreement restricts the
Company's persuasion of any supplier or customer of the Business
to terminate or alter its relationship with BioSciences.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
Sequenom incurred a net loss of $107.40 million in 2013, a net
loss of $117.02 million in 2012 and a net loss of $74.13
million in 2011.
The Company's balance sheet at March 31, 2014, showed $122.85
million in total assets, $181.49 million in total liabilities and
a $58.63 million total stockholders' deficit.
SECUREALERT INC: Acquires Emerge Monitoring for $7.4 Million
------------------------------------------------------------
SecureAlert, Inc., has completed its acquisition of Emerge
Monitoring, Inc., from BFC Surety Group, a subsidiary of
privately-held Bankers Financial Corporation, for $7.36 million in
cash. Founded in 2009, Emerge provides proprietary offender
monitoring technologies and related solutions to empower the
criminal justice community with proven alternatives to
incarceration.
Further details regarding the Emerge Monitoring acquisition are
contained in a Current Report on Form 8-K, filed by SecureAlert
with the U.S. Securities and Exchange Commission on June 3, 2014,
a copy of which is available for free at http://is.gd/1rrn3i
"Emerge marks the second major acquisition this year in
SecureAlert's plan to establish international market leadership by
aggregating the best electronic monitoring technologies,
manufacturing resources, R&D capabilities and executive talent,"
said SecureAlert Chairman Guy Dubois. "Our acquisition of GPS
Global and now Emerge Monitoring are important milestones in our
expansion strategy, which will establish SecureAlert as an
industry leader uniquely able to create new value for both our
stakeholders and the communities we serve."
Based in the Chicago suburb of Naperville, Illinois, Emerge is
nationally recognized for its unique and patented R.A.D.A.R. -
which stands for Real-Time Alcohol Detection and Recognition -
system, a small hand-held device that combines GPS and biometric
technology to instantaneously confirm both who is holding the
device and whether that person has been consuming alcohol. Unlike
competitors' machines that are placed in a person's home or are
worn on the body and provide only delayed results, R.A.D.A.R.
sends a vibrating signal requiring the offender to submit a breath
test at that particular moment, anywhere in the world. Results
are communicated to corrections officers in real-time and with
actionable information.
About SecureAlert
Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.
SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.95 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.93 million for the fiscal year ended Sept. 30,
2012.
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013. The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit. These conditions raise substantial doubt
about its ability to continue as a going concern.
The Company's balance sheet at March 31, 2014, showed $44.80
million in total assets, $18.71 million in total liabilities and
$26.08 million in total equity.
SEVEN COUNTIES: KRS Urged to Appeal Chapter 11 Order
----------------------------------------------------
Bankruptcy Judge Joan A. Lloyd dismissed the complaint of Kentucky
Employees Retirement System against Seven Counties Services, Inc.,
for Declaratory Judgment, Dismissal of Chapter 11 Bankruptcy Case
and Injunctive Relief, and held that Seven Counties is entitled
to seek Chapter 11 relief; and reject its executory contract with
KERS in its sound business judgment.
Lexington (Ky.) Herald-Leader ran an op-ed piece about the ruling.
According to the article, "Considering the potential consequences,
KRS has little option but to appeal the ruling. Since the
particular pension plan that would be affected by this ruling
covers most employees of the executive and legislative branches of
state government, the appeal deserves strong support from those
quarters as well."
The article says, "If the ruling goes unchallenged, dozens of
other quasi-governmental organizations could follow the
Louisville-area nonprofit mental health agency's lead in trying to
avoid rising pension costs by filing for Chapter 11 bankruptcy.
That would exacerbate the problems at KRS, which already has an
unfunded liability in excess of $17 billion. An exodus also would
undermine legislative efforts to strengthen the system."
The article also says there are valid arguments to be made that
Judge Lloyd "erred in saying it is a private corporation, instead
of a government entity, and therefore can proceed with its
bankruptcy. Allowing an agency almost exclusively funded by
public dollars to avoid compliance with those rules now by filing
for Chapter 11 bankruptcy doesn't serve justice, and certainly
doesn't serve common sense."
The case is, KENTUCKY EMPLOYEES RETIREMENT SYSTEM Plaintiff, v.
SEVEN COUNTIES SERVICES, INC. Defendants, AP NO. 13-03019 (Bankr.
W.D. Ky.). A copy of the Court's May 30, 2014 Memorandum Opinion
is available at http://is.gd/maCX8Mfrom Leagle.com.
About Seven Counties
Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.
The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880. Seiller Waterman LLC serves as the
Debtor's counsel. Judge Joan A. Lloyd presides over the case.
Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have
been retained by the Debtor as special counsel. Hall, Render,
Killian, Heath & Lyman, PLLC, is special counsel to represent and
advise it in the implementation of its new software system.
Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.
SILICON VALLEY TELECOM: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Silicon Valley Telecom Exchange, LLC
250 Stockton Ave.
San Jose, CA 95126
Case No.: 14-52449
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Judge: Hon. Charles Novack
Debtor's Counsel: Marc L. Pinckney, Esq.
LAW OFFICE OF MARC L. PINCKNEY
8677 La Jolla Village Dr. #230
San Diego, CA 82122
Tel: (858) 228-3625
Email: marcpinckney@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Fred D. Rubio, managing member.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
SIMPLEXITY LLC: Says Fifth Third Bid to Force Ch. 7 Falls Short
---------------------------------------------------------------
Law360 reported that Simplexity LLC and its Official Committee of
Unsecured Creditors pushed back against a request by senior lender
Fifth Third Bank to convert the case to a Chapter 7, arguing the
move is an attempt to scuttle potential causes of action against
the bank.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
related that Fifth Third, days after Simplexity completed the sale
of most of its assets to Wal-Mart Stores Inc. for $10 million,
asked the Bankruptcy Court in Del. to convert the case to a
liquidation under Chapter 7.
In response, Simplexity and the Creditors' Committee contend that
Fifth Third has been dragging its feet with regard to an
investigation into possible causes of action against the lender
that would have the potential to bolster recoveries for other
creditors, and that its conversion motion is an attempt to derail
the possible claims altogether, Law360 related.
About Simplexity
Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.). The case is before Judge Kevin Gross. The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent. Simplexity
hired Rutberg & Co. as investment banker.
Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.
The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors. Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.
SLD-HILTON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SLD-Hilton Head LP
6190 Powers Ferry Road, Suite 540
Atlanta, GA 30339
Case No.: 14-60936
Chapter 11 Petition Date: June 3, 2014
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Hon. James R. Sacca
Debtor's Counsel: Nevin J. Smith, Esq.
SMITH CONERLY LLP
402 Newnan Street
Carrollton, GA 30117
Tel: (770) 834-1160
Fax: (770) 834-1190
Email: cstembridge@smithconerly.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph H. Harman, manager of the
general partner.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-60936.pdf
SMILE BRANDS: S&P Affirms 'B-' CCR & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Irvine, Calif.-based Smile Brands Group Inc.
S&P revised the rating outlook to negative from stable, reflecting
increased likelihood the company will not reverse declining
operating trends. In such a scenario, lenders may not be willing
to relax loan agreement covenants.
S&P also affirmed its 'B-' credit rating on the company's
revolving credit agreement and term loan. The '3' recovery rating
on this debt is unchanged and indicates S&P's expectation for
meaningful (50% to 70%) recovery of principal in the event of
payment default.
"Smile Brands and its affiliates operate about 370 dental care
offices in 18 states. Our "highly leveraged" assessment of Smile
Brands' financial risk profile is characterized by a leverage
ratio (lease-adjusted debt to EBITDAR) of 6.6x and funds from
operations (FFO) to debt of 5.8% as of March 31, 2014," said
credit analyst Gail Hessol. "We expect credit metrics to remain
near these levels. We believe investment in new dental offices is
a key driver of potential EBITDA growth, but Smile Brands has had
a spotty record of generating sufficient operating cash flow to
finance capital expenditures."
S&P's negative rating outlook on Smile Brands reflects risks to
its base-case assumptions that operating performance will improve
over the coming quarters. While S&P's base-case also assumes
covenant relief, subpar trends raise the possibility the company
will violate a loan covenant in the near term with tougher
prospects for successful amendment or waiver.
Downside scenario
S&P could lower its rating if FOCF deficits persist, which could
lead it to conclude that the company's capital structure is not
sustainable. This could occur if revenue growth remains stalled
and the company is not able to improve profit margins. This
scenario would likely include ongoing liquidity stress.
Upside scenario
"We could revise the outlook to stable once we regain confidence
that Smile Brands can achieve our base-case, including FOCF,
better liquidity, and covenant relief, which could take the form
of an equity contribution. FOCF generation requires a combination
of an improvement in profitability compared with recent quarters,
curtailed capital spending, and reduced cash interest expenses.
Our base-case expectation is FOCF of about $5 million per year in
2014 and 2015," S&P said.
SPECIALTY HOSPITAL: Section 341(a) Meeting Set on June 16
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Specialty
Hospital of Washington, LLC, et al., will be held on June 16,
2014, at 9:30 a.m. at the Office of the United States Trustee in
Alexandria, Virginia.
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.
About Specialty Hospital
Six alleged creditors of Specialty Hospital of Washington, LLC,
are seeking to send the hospital to Chapter 11 bankruptcy. The
involuntary bankruptcy case (Bankr. D. Del. Case No. 14-10935) was
filed in Wilmington, Delaware on April 23, 2014.
Led by Capitol Hill Group, the creditors are represented by
Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in
Wilmington, Delaware.
Capitol Hill Group claims to be owed $1.66 million on a lease for
non-residential real property while another creditor, Metropolitan
Medical Group, LLC, claims $837,000 for physician services. The
petitioners assert $2.69 million in total claims.
On May 21, 2014, Specialty Hospital of America, LLC, and five
other affiliates, filed Chapter 11 bankruptcy petitions in United
States Bankruptcy Court District of Columbia (Washington, D.C.).
The U.S. Bankruptcy Court entered an order directing the joint
administration the cases under Specialty Hospital of Washington,
LLC, Case No. 14-00279.
The Debtors estimated assets of between $10 million to $50 million
and liabilities of between $50 million to $100 million.
The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel. Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtors' financial advisor. Cain Brothers &
Company, LLC, is the Debtors' investment banker.
SPORTS AUTHORITY: Moody's Affirms 'B3' CFR ; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service changed The Sports Authority Inc.'s
("Sports Authority") ratings outlook to negative from stable, and
affirmed all ratings, including the company's B3 Corporate Family
rating, B3-PD Probability of Default rating, and B3 rating on the
company's secured term loan due 2017.
The following ratings have been affirmed and LGD point estimates
updated:
The Sports Authority, Inc.:
Corporate Family rating at B3
Probability of Default rating at B3-PD
Secured term loan due 2017 at B3 (LGD3, 48% from 45%)
Ratings Rationale
The outlook change to negative considers Sports Authority's
inconsistent operating performance, led by a three-year negative
same-store sales trend and the need for the company to address
debt maturities well ahead of the obligations effectively becoming
current in February 2015. Weaker than expected operating
performance in 2013 led to lease-adjusted debt/EBITDA increasing
to about 7.0 times and EBITA/interest weakening to about 1.0
times. The company's $350 million subordinated notes (not rated by
Moody's) mature on May 3, 2016. The $300 million secured term loan
matures on November 16, 2017, but could come due on February 2,
2016 if any subordinated notes remain outstanding on that day, or
if the subordinated notes are not refinanced with an extended
maturity date greater than 91 days after the term loan maturity
date. The $650 million ABL expires on May 17, 2017.
The company's management team, which is fairly new having joined
the company within the last year, is implementing a plan to
improve operations by focusing on the customer shopping experience
through better product merchandising and stock levels, more
strategic store remodel/relocation and marketing plans, and an
improved e-commerce initiative. Increased investment related to
these initiatives has contributed to weaker margins. Given Sports
Authority's moderate seasonality and reliance on the holiday
fourth quarter for about 30% of its sales and all of its free cash
flow, Moody's will focus on progress being made throughout the
year towards implementing these initiatives, their impact on
improving operations, and progress towards addressing upcoming
maturities.
Sports Authority's liquidity is currently adequate, reflecting
Moody's expectation that modest cash on hand and availability
under its $650 million ABL revolver will be sufficient to support
seasonal working capital needs and capital spending over the next
twelve months.
The Sports Authority's B3 Corporate Family Rating reflects the
company's high debt and leverage, niche product focus and
inconsistent operating performance, led by a negative same store
sales trend over the past three years. The rating is supported by
the company's well-recognized brand name, national footprint, and
management initiatives to improve operations, and adequate
liquidity.
Ratings could be downgraded if the company fails to refinance its
debt maturities before the obligations effectively become current
in February 2015, or if operating performance remains weak such
that debt/EBITDA is sustained at or above 7.0 times or
EBITA/interest expense below 1.0 time.
Given the company's substantial balance sheet leverage and
inconsistent track record, an upgrade is unlikely in the near
term. However, sustained improvement in operating performance and
same store sales growth, coupled with material deleveraging, could
lead to an upgrade over time. The company will also need to
maintain adequate liquidity. Specific metrics include debt/EBITDA
approaching 5.5 times and EBITA/interest expense is above 1.5
times on a sustained basis.
The Sports Authority, Inc. ("The Sports Authority") is a full-line
sporting goods retailer operating 477 stores in 43 states.
Revenues approached $2.7 billion for the year ended February 1,
2014. The company is owned by private equity firm Leonard Green &
Partners, L.P.
The principal methodology used in this rating was the Global
Retail Industry published in June 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
SOVEREIGN CAPITAL TRUST VI: Fitch Hikes Pref. Stock Rating to 'BB'
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) for
Santander Holdings USA (SHUSA) to 'BBB+' from 'BBB'. The Rating
Outlook is Stable. This action follows Fitch's recent rating
action on SHUSA's parent company, Banco Santander SA (refer to
press release titled 'Fitch Upgrades Santander and BBVA to 'A-';
Stable Outlook', dated May 29, 2014 for additional information).
Key Rating Drivers - IDRS and Senior Debt
As a wholly owned subsidiary of Banco Santander SA, SHUSA's
ratings are driven by its parent company. SHUSA's ratings are
notched one level below its parent, since it is strategically
important to, but not considered a core subsidiary of Banco
Santander SA by Fitch. Thus, with Banco Santander SA's upgrade to
'A-', SHUSA's support-driven IDR was upgraded to 'BBB+'.
Rating Sensitivities - IDRS and Senior Debt
Since SHUSA's ratings and Outlook are correlated with those of
Banco Santander SA, changes in Banco Santander SA's ratings may
result in changes to SHUSA's' IDRs and Outlook. Banco Santander
SA's Rating Outlook is Stable.
Key Rating Drivers and Sensitivities - Support Rating
SHUSA's support-driven IDR has historically been one notch below
Banco Santander SA, reflecting Fitch's view that SHUSA is
strategically important to Banco Santander SA, though not core.
Since SHUSA' support reflects institutional support, no support
rating floor is assigned.
In the event Fitch views SHUSA as no longer strategically
important to Banco Santander SA, its support rating could be
downgraded. If it were downgraded, SHUSA'S IDR would be notched
down from the parent company by two or more notches.
Key Rating Drivers and Sensitivities - Subordinated Debt and Other
Hybrid Securities
Given that SHUSA does not have a VR, the subordinated debt and
other hybrid securities issued by SHUSA and by various issuing
vehicles are all notched down from SHUSA's IDR in accordance with
Fitch's assessment of each instrument's respective non-performance
and relative loss severity risk profiles. Their ratings are all
primarily sensitive to any changes in the SHUSA's IDR, which is
linked to Banco Santander SA.
Key Rating Drivers and Sensitivities - Holding Company
SHUSA's IDRs are equalized with those of Santander Bank, N.A.,
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries. Should SHUSA's holding company begin to exhibit
signs of weakness, or have inadequate cash flow coverage to meet
near-term obligations, there is the potential that Fitch could
notch the holding company IDR from the ratings of Santander Bank,
N.A.
Key Rating Drivers and Sensitivities - Long- And Short-Term
Deposit Ratings
SHUSA's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects
in the event of default. The ratings of long- and short-term
deposits issued by SHUSA and its subsidiaries are primarily
sensitive to any change in SHUSA's long- and short-term IDRs.
The following ratings are upgraded:
Santander Holdings USA
-- Long-term IDR to 'BBB+' from 'BBB'; Outlook Stable from
Negative;
-- Senior Unsecured to 'BBB+' from 'BBB';
Santander Bank, N.A. (Formerly Sovereign Bank N.A.)
-- Long-term IDR to 'BBB+' from 'BBB'; Outlook Stable from
Negative;
-- Long-term deposit rating to 'A-' from 'BBB+';
-- Subordinated debt to 'BBB' from 'BBB-';
Sovereign Capital Trust VI
-- Preferred stock to 'BB' from 'BB-'.
Sovereign Real Estate Investment Trust Holdings
-- Preferred stock to 'BB-' from 'B+'.
The following ratings are affirmed:
Santander Holdings USA
-- Support at '2';
-- Short-term IDR at 'F2'.
-- Commercial paper at 'F2';
Santander Bank, N.A.
-- Short-term IDR at 'F2';
-- Support Rating at '2';
-- Short-term deposit rating at 'F2'
STEVENS SHEET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stevens Sheet Metal and Iron Works, Inc.
P. O. Box 6176
Pearl, MS 39288-6176
Case No.: 14-01723
Chapter 11 Petition Date: May 28, 2014
Court: United States Bankruptcy Court
Southern District of Mississippi
(Jackson-3 Divisional Office)
Judge: Hon. Edward Ellington
Debtor's Counsel: J. Walter Newman, IV, Esq.
NEWMAN & NEWMAN
248 East Capitol Street, Suite 539
Jackson, MS 39201
Tel: 601 948-0586
Fax: 601-948-0588
Email: wnewman95@msn.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles M. Stevens, III, vice
president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mssb14-01723.pdf
TECHPRECISION CORP: Unit Obtains $4.1 Million Loan From Utica
-------------------------------------------------------------
TechPrecision Corporation, through its wholly owned subsidiary,
Ranor, Inc., entered into a Loan and Security Agreement with Utica
Leasco, LLC. Pursuant to the LSA, Utica agreed to loan $4.15
million to Ranor under a Credit Loan Note, which is collateralized
by a first secured interest in certain machinery and equipment at
Ranor. Payments under the LSA and Note are due in monthly
installments with an interest rate on the unpaid principal balance
of the Note equal to 7.5% plus the greater of 3.3% and the six-
month LIBOR interest rate, as described in the Note. Ranor's
obligations under the LSA and Note are guaranteed by the Company.
Pursuant to the LSA, Ranor is subject to certain restrictive
covenants which, among other things, restrict Ranor's ability to:
(1) declare or pay any dividend or other distribution on its
equity, purchase or retire any of its equity, or alter its
capital structure;
(2) make any loan or guaranty or assume any obligation or
liability;
(3) default in payment of any debt in excess of $5,000 to any
person;
(4) sell any of the collateral outside the normal course of
business or
(5) enter into any transaction that would materially or
adversely affect the collateral or Ranor's ability to repay
the obligations under the LSA and Note.
The restrictions of these covenants are subject to certain
exceptions specified in the LSA and in some cases may be waived by
written consent of Utica. Any failure to comply with the
restrictive covenants outlined in the LSA without waiver by Utica
or certain other provisions in the LSA is an event of default,
pursuant to which Utica may accelerate the repayment of the loan.
In connection with the execution of the LSA, the Company paid
approximately $0.24 million in fees and associated costs and
utilized approximately $2.65 million to pay off debt obligations
owed to the Bank under the Loan Agreement. Additionally, the
Company retained approximately $1.27 million for general corporate
purposes.
Forbearance and Modification Agreement
As the Company previously disclosed in Current Reports on Form 8-K
dated January 23 and April 1, 2014, the Company and Ranor, were
parties to a Forbearance and Modification Agreement with Santander
Bank, N.A., dated Jan. 16, 2014, in connection with the Loan and
Security Agreement, dated as of Feb. 24, 2006, between Ranor and
Sovereign Bank, as supplemented and amended. Under the
forbearance and modification agreement, the Bank agreed to forbear
from exercising certain of its rights and remedies arising as a
result of the Company's non-compliance with certain financial
covenants under the Loan Agreement until March 31, 2014.
On March 31, 2014, the forbearance and modification agreement
terminated pursuant to its terms.
On May 30, 2014, the Company and the Bank entered into a new
forbearance and modification agreement with the Bank. Under the
Forbearance Agreement, the Bank has agreed to forbear from
exercising certain of its rights and remedies arising as a result
of the Company's non-compliance with certain financial covenants
under the Loan Agreement commencing retroactively on April 1,
2014, and extending until no later than June 30, 2014.
The Loan Agreement consists of a secured term loan of $4 million,
a revolving line of credit of $2 million and a capital expenditure
line of credit facility of $3 million. Additionally, the Bank
extended to the Company a loan facility in the amount of up to
$1.9 million for the purpose of acquiring a gantry mill machine.
In connection with the $6.2 million tax exempt bond financing with
the Massachusetts Development Finance Authority, in 2010, the MDFA
sold to the Bank MDFA Revenue Bonds, Ranor Issue, Series 2010A in
the original aggregate principal amount of $4.25 million and MDFA
Revenue Bonds, Ranor Issue, Series 2010B in the original aggregate
principal amount of $1.95 million, the proceeds of which were
loaned to the Company under the terms of a Mortgage Loan and
Security Agreement, dated as of Dec. 1, 2010, by and among the
Company, MDFA and the Bank.
As disclosed in the Company's Annual Report on Form 10-K for the
year ended March 31, 2013, and Quarterly Reports on Form 10-Q for
the fiscal quarters ended June 30, 2013, Sept. 30, 2013, and
Dec. 31, 2013, the Company was not in compliance with certain
financial covenants under the Loan Agreement, specifically the
fixed charges and interest coverage covenants, and the Bank had
not waived such non-compliance.
In consideration for the granting of the Forbearance Agreement,
the Company agreed to: (1) pay a forbearance fee of $30,000, half
of which will be waived if all obligations under the Loan
Agreement are satisfied by June 15, 2014; (2) pay an increased
interest rate on the Series A Bonds and Series B Bonds commencing
on June 1, 2014 to 65% of the sum of one month Libor plus 5.75%
and a further increase to 65% of the sum of one month Libor plus
15% after the end of the Forbearance Period; (3) pay the full
amount of the outstanding indebtedness under the Loan Agreement at
the end of the Forbearance Period; and (4) pay any and all costs
and expenses of the Bank in connection with the Forbearance
Agreement and any and all costs and expenses incurred in
connection with the credit extended by the Bank or the
preservation or enforcement of any rights of the Bank under the
Forbearance Agreement or the Loan Agreement.
During the Forbearance Period, the Obligors agree to comply with
all the terms, covenants and provisions in the Loan Agreement and
related documents. The Forbearance Agreement amends the Loan
Agreement to, among other things, prohibit the Company's Leverage
Ratio (as such term is defined in the Loan Agreement) to be
greater than 1.75 to 1.0. In addition, the Bank agreed to
subordinate its security interest in the Company's machinery and
equipment and the related patent and licensing agreement to the
security interest granted to Utica, conditioned upon the Company
satisfying certain conditions including the repayment of $2.65
million under the Loan Agreement.
Upon the completion of transactions contemplated under the LSA and
Note, on May 30, 2014, the Company immediately repaid the Bank the
$2.65 million due to it under the Loan Agreement and remained
obligated to the Bank for approximately $1.75 million under the
Series A Bonds. The Company continues to pursue potential
alternative financing sources to secure a new financing
arrangement to, among other things, repay all amounts that remain
outstanding under the Series A Bonds.
A copy of the Forbearance Agreement is available for free at:
http://is.gd/XdKT04
About TechPrecision
TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.
Loss from operations was $1.6 million in fiscal 2013 compared to
an operating loss of $3.4 million in fiscal 2012.
In their report on the consolidated financial statements for the
year ended March 31, 2013, KPMG LLP, in Philadelphia, Pa., said
that the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants. "Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice. The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months. These circumstances raise substantial doubt about
the Company's ability to continue as a going concern."
As of Dec. 31, 2013, the Company had $18.85 million in total
assets, $11.30 million in total liabilities and $7.54 million in
total stockholders' equity.
TELEXFREE LLC: Mesirow's Darr Named as Chapter 11 Trustee
---------------------------------------------------------
William K. Harrington, the United States Trustee for Region 1,
appointed Stephen B. Darr as the Chapter 11 trustee in the Chapter
11 case of TelexFREE LLC, TelexFREE Inc., and TelexFREE Financial,
Inc., with the duties, powers and authority specified under 11
U.S.C. 1106. The amount of the Chapter 11 trustee's bond is set
at $1,000,000.
Mr. Darr is a Senior Managing Director at Mesirow Financial
Consulting, LLC, and may be reached at:
Stephen B. Darr
MESIROW FINANCIAL CONSULTING, LLC
265 Franklin Street, 16th Floor
Boston, MA 02110
Tel: 617-235-1415
E-mail: sdarr@mesirowfinancial.com
The U.S. Trustee may be reached through:
Richard T. King, Esq.
Assistant United States Trustee
United States Department of Justice
Office of the United States Trustee
446 Main Street, 14th floor
Worcester, MA 01608
Tel: (508) 793-0555
Fax: (508) 793-0558
E-mail: richard.t.king@usdoj.gov
As reported by the Troubled Company Reporter on June 4, 2014,
TelexFREE, LLC, et al., failed to block a bid for appointment of a
Chapter 11 trustee to oversee its estate. U.S. Bankruptcy Judge
Melvin S. Hoffman ruled that, "For the reasons set forth on the
record at the hearing on the Motion of the United States Trustee
for Order Directing Appointment of a Chapter 11 Trustee Pursuant
to [Sec.] 1104(a), the Motion is GRANTED. The United States
Trustee is directed to appoint a Chapter 11 trustee."
TelexFREE, LLC, objected to the request, which was sought by the
U.S. Trustee. The Debtors said the U.S. Trustee sought to
dispossess the Debtors' postpetition management from the
operation, control, and opportunity to reorganize and rehabilitate
the Debtors' telecommunications businesses, but the U.S. Trustee
failed to offer any credible or admissible evidence to compel the
appointment of a Chapter 11 trustee.
The U.S. Securities and Exchange Commission also objected to the
motion on the grounds that it is premature.
On April 22, the U.S. Trustee said that there is compelling
evidence of fraud, dishonesty and gross mismanagement of the
affairs of the TelexFREE debtor entities, TelexFREE, LLC,
TelexFREE, Inc. and TelexFREE Financial, Inc. There are
reasonable grounds to suspect that the members of the governing
board who selected the Debtors' new executives participated in
actual fraud, dishonesty and criminal conduct in the management of
TelexFREE.
About TelexFREE
TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90. TelexFREE has over 700,000 associates or promoters
worldwide.
The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable. The company is struggling, however,
with several factors that required it to seek chapter 11
protection. First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems. Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised. Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.
TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.
Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC
serves as claims and noticing agent.
TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.
TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.
In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989). The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.
The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases. The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.
TOWER GENERAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tower General Contractors
3847 Westside Avenue
Los Angeles, CA 90008
Case No.: 14-21184
Chapter 11 Petition Date: June 6, 2014
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Jeffrey S Shinbrot, Esq.
THE SHINBROT FIRM
8200 Wilshire Blvd, Ste 400
Beverly Hills, CA 90211
Tel: 310-659-5444
Fax: 310-878-8304
Email: jeffrey@shinbrotfirm.com
Total Assets: $8.09 million
Total Liabilities: $8.82 million
The petition was signed by Jose Natividad Flores-Cortes,
president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-21184.pdf
TOYS R US: Bank Debt Trades at 16% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 84.13 cents-on-the-
dollar during the week ended Friday, June 6, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 0.21
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 450 basis points above LIBOR to borrow
under the facility. The bank loan matures on Aug. 17, 2016, and
carries Moody's B2 rating and Standard & Poor's B- rating. The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
TRANS ENERGY: Presented at Dug East in Pittsburgh
-------------------------------------------------
Trans Energy, Inc., was a featured speaker at the 6th DUG East
Conference, which was being held from Tuesday, June 3rd through
Thursday, June 5th at the David L. Lawrence Convention Center in
Pittsburgh. Chairman Steve Lucado delivered the Company's
presentation at 9:00 a.m. Eastern time on Thursday, June 5th.
The presentation focused on the Company's development efforts in
the Marcellus Shale, specifically in Marion, Marshall, and Wetzel
counties in Northern West Virginia. The presentation covered
these topics:
* General information about Trans Energy, Inc.
* Discussion of drilling results
* Production history and future drilling plans
* Wet gas economics
* Debt refinancing
* Other information
Persons desiring a copy of the presentation made at the 6th DUG
East Conference or additional information may visit Trans Energy's
Web site at http://www.transenergyinc.com
About Trans Energy
St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas. Its
operations are presently focused in the State of West Virginia.
Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.
Trans Energy incurred a net loss of $21.20 million in 2012 as
compared with net income of $8.92 million in 2011. The Company's
balance sheet at Sept. 30, 2013, showed $83.06 million in total
assets, $85.46 million in total liabilities and a $2.40 million
total stockholders' deficit.
TRAVELCLICK INC: S&P Withdraws 'B' CCR on Leveraged Buyout
----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating on New York City-based TravelClick Inc.
At the same time, S&P withdrew its 'B' issue-level and '3'
recovery ratings on the company's $195 million first-lien term
loan due 2016 and $20 million revolving credit facility due 2016.
S&P also withdrew its 'CCC+' issue-level and '6' recovery ratings
on the company's $90 million second-lien term loan due 2018.
"The rating action follows Thoma Bravo's acquisition of the
company from Genstar Capital for which it issued new debt under
TCH-2 Holdings LLC and redeemed debt issued by TravelClick Inc.,"
said Standard & Poor's credit analyst Christian Frank.
S&P has assigned new ratings to TCH-2 Holdings LLC.
TRENTON COURT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Trenton Court, L.P.
aka Trenton Court Apartments
535 Joseph E Lowery Blvd. SW
Atlanta, GA 30310
Case No.: 14-61071
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 4, 2014
Court: Unitd States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Hon. Ray Mullins
Debtor's Counsel: John A. Moore, Esq.
THE MOORE LAW GROUP, LLC
1745 Martin Luther King Jr. Dr.
Atlanta, GA 30314
Tel: 678-288-5600
Fax: 888-553-0071
Email: jmoore@moorelawllc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Wendell F. White, managing partner.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
UNI-PIXEL INC: Sets Operational Update Call for June 25
-------------------------------------------------------
UniPixel, Inc., will hold a conference call on Wednesday, June 25,
2014, at 4:30 p.m. Eastern time to discuss the Company's progress
towards achieving a reliable, high-volume, roll-to-roll production
process for its projected capacitive, multi-touch sensor films.
UniPixel management will host the presentation, followed by a
question and answer period.
The call will be webcast live, as well as via a link in the
Investors section of the Company's Web site at
www.unipixel.com/investors. Webcast participants will be able to
submit a question to management via the webcast player.
Date: Wednesday, June 25, 2014
Time: 4:30 p.m. Eastern time (3:30 p.m. Central time)
Webcast: http://public.viavid.com/index.php?id=109522
To participate in the conference call via telephone, dial 1-719-
457-2617 and provide the conference name or conference ID 9530358.
Please call the conference telephone number five minutes prior to
the start time so the operator can register your name and
organization.
If you have any difficulty with the webcast or connecting to the
call, please contact Liolios Group at 1-949-574-3860.
A replay of the call will be available after 7:30 p.m. Eastern
time on the same day through July 25, 2014, via the same link
above, or by dialing 1-858-384-5517 and entering replay ID
9530358.
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
Uni-Pixel reported a net loss of $15.18 million in 2013, a net
loss of $9.01 million in 2012 and a net loss of $8.56 million in
2011. The Company's balance sheet at March 31, 2014, showed
$49.38 million in total assets, $5.50 million in total liabilities
and $43.87 million in total shareholders' equity.
UNITED AIRLINES: Merged Company Struggles to Stabilize
------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
nearly four years after United Continental Holdings Inc. began its
bumpy takeoff as a merged airline, it still is struggling to reach
cruising altitude.
According to the report, the No. 2 U.S. airline by traffic
recently placed second from the bottom among conventional network
carriers for the third straight year in J.D. Power's annual North
American Airline Satisfaction Study. Moreover, the report related
that after a profitable 2013, United posted a loss for this year's
first quarter.
About UAL Corp.
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.
Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006. The company emerged from bankruptcy protection
on Feb. 1, 2006.
UNIVERSAL LOGISTICS: Meeting to Form Creditors' Panel on June 12
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting June 12, 2014, at 1:00 p.m. in the
bankruptcy case Universal Logistics Group West Inc., et al. 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' case.
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.
UNIVERSITY GENERAL: Delays Form 10-K, Mulls Possible Merger
-----------------------------------------------------------
University General Health System, Inc., said that the delay in the
filing of the Company's annual Form 10-K, which was due on
April 15, 2014, is due to continued challenges surrounding the
following areas, which management has been addressing for over a
year:
* Accounting for derivatives associated with the placement of
preferred shares in April 2012
* Tax calculations
* Accounting for purchase price allocations
* Revenue cycle management reconciliations between inpatient
and hospital outpatient gross revenues and net accounts
receivables, which include contractual adjustments, bad debts
and provision for doubtful accounts.
"While these areas are significant for any company, the growth
experienced by University General from 2010 through 2013, combined
with a change in EMR (Electronic Medical Records) systems and the
integration of acquisitions, have proven a significant challenge
to the Company," the Company stated in a press release. "However,
management believes that systems have been implemented that will
reduce future delays in the audit process. As part of this
process, the Company has recruited a significant number of
experienced accounting personnel to assist with the validation of
financial reporting systems that will be more easily auditable
than in the past," the Company added.
In the 2013 Form 10-K, the Company looks forward to reporting
significant growth in revenues from 2012 to 2013, and this trend
has continued into 2014. Occupancies at the Company's hospitals
in Houston and Dallas approximated 61% and 31% in 2013,
respectively. Surgical volumes at UGH - Houston totaled 9,275,
for a 23% increase from prior-year levels, while UGH - Dallas
performed 1,864 surgeries, representing an increase of 19% from
the previous year. In addition, the Company recently announced
that UHG - Houston has entered into agreements with United
Healthcare and Humana, thus providing "in network" benefits from
both carriers. The Company believes this will provide significant
benefits to the patients it serves.
Ms. Kris Trent, CPA, who joined the Company as chief accounting
officer over a year ago, has been primarily responsible for
designing and implementing internal controls, resolving material
weaknesses, and developing systems that will ensure timely and
accurate reporting compliance in the future.
The Company also announced the following strategic initiatives as
part of its global restructuring:
UGH - Dallas :
While the Company did not achieve its initial market
guidance for 2013 at UGH - Dallas, management believes
numerous strategic initiatives that have been implemented
will provide positive growth and EBITDA going forward.
Some, but not all, of these initiatives and their impacts
include:
* A total of 195 inpatient surgeries and approximately
200 outpatient surgeries were performed in April 2014,
representing the largest monthly volume since the
acquisition of the hospital in December 2012.
* The number of new physicians added to the hospital's
roster has increased by over 25% since December 2012.
* The implementation of a new gero-psychiatric
outpatient program has attracted an average of 6
patients per day to the hospital.
* Emergency room visits are now averaging 1,050 per
month, versus 800 prior to the hospital's acquisition.
* Total procedures for outpatient services reached 147
in April 2014, versus a monthly average of 101 prior
to the acquisition.
Debt Refinancing Efforts: The Company has embarked upon a global
refinancing/restructuring of its indebtedness, a portion of which
has already been completed, with additional funding anticipated
upon filing of the Form 10-K.
Management has aggressively pursued a cost/benefit analysis of all
business units and is in the process of implementing strategic
changes in the following areas:
Hospital Outpatient Departments
Wholly owned subsidiaries
Material contracts
Management agreements
Partially owned subsidiaries
Marketing related agreements
Other healthcare costs
Supplier relationships
The Company is also exploring potential opportunities for mergers,
acquisitions or divestitures that can add management talent,
expand capital or access to capital or result in synergistic
revenue enhancement, which will ultimately increase shareholder
value.
"These actions are necessary, require strong leadership and should
allow the Company to complete the platform required for our
continued growth," stated Hassan Chahadeh, MD, chairman and chief
executive officer. "While we have invested over $15 million in
our Dallas hospital and related management/marketing initiatives,
many of these expenses were non-recurring in nature and required
to build a strong foundation for the continued growth of our
integrated regional health care delivery system. While we regret
the erosion of confidence in the capital markets due to our filing
delays, we are committed to our business model and our ability to
position the Company optimal performance in the future health care
environment. We are also committed to our restructuring plan and
are confident that it will provide our shareholders with a much
better understanding of our performance and future growth
opportunities."
About University General
University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area. It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.
University General incurred a net loss attributable to common
shareholders of $3.97 million on $113.22 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
attributable to common shareholders of $2.57 million on $71.17
million of total revenues during the prior year.
As of Sept. 30, 2013, the Company had $189.45 million in total
assets, $169.55 million in total liabilities, $3.07 million in
series C, convertible preferred stock, and $16.82 million in total
equity.
Moss, Krusick & Associates, LLC, in Winter Park, Florida, 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 negative working capital and
relative low levels of cash and cash equivalents. These
conditions raise substantial doubt about its ability to continue
as a going concern.
VANTAGE ONCOLOGY: Moody's Lowers Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Vantage Oncology, LLC's
corporate family rating to B3 from B2 and probability of default
rating to B3-PD from B2-PD. At the same time, Moody's downgraded
the rating on the company's $25 million senior secured revolver
due 2016 to Ba3 from Ba2 and $300 million senior secured notes due
2017 to B3 from B2. The rating outlook is stable.
The downgrade of the corporate family rating to B3 considers the
company's weaker than anticipated operating performance resulting
from to the lack of same store average daily treatment volume
growth due to volatility in certain markets and the integration of
new treatment facilities causing volume fluctuations. This has
resulted in increased leverage, with leverage now anticipated to
remain over 7 times through 2014 as well as the expectation for
reduced cash flow levels from prior expectations.
The follow actions were taken:
Corporate family rating, downgraded to B3 from B2;
Probability of default rating, downgraded to B3-PD from B2-PD;
$25 million senior secured revolving credit facility due 2016,
downgraded to Ba3 (LGD1, 1%) from Ba2 (LGD1, 1%);
$300 million senior secured notes due 2017, downgraded to B3
(LGD4, 51%) from B2 (LGD4, 52%).
Ratings Rationale
The B3 corporate family rating considers Vantage's small revenue
base, high leverage and meaningful exposure to Medicare and
Medicaid. The rating also considers the high concentration in
diagnosis mix with prostate and breast, the volatility in
treatment volumes, as well as the ongoing uncertainty regarding
the future reimbursement rate environment. While total treatment
growth has been realized due to acquisition activity, same store
volume has been pressured. The B3 rating is supported by the
company's adequate liquidity profile including the expectation for
modestly positive free cash flow, cash balances of approximately
$30 million, full revolver availability, and the lack of
meaningful near-term debt maturities.
The stable rating outlook reflects the company's adequate
liquidity position and our expectation that management will be
able to mitigate volume fluctuations and integrate its recent
acquisitions.
The rating outlook could be changed to negative or ratings could
be downgraded if the company's liquidity profile weakens and/or
free cash flow turns negative on a sustained basis. The ratings
could also be downgraded if the company experiences a meaningful
reduction in visits or reimbursement rates such that its EBITDA
contracts and adjusted debt leverage increases above 7.5 times on
a sustained basis. Debt financed acquisitions or additional
reimbursement rate declines could also have negative rating
implications.
The ratings could be upgraded if the company is able to exhibit
sustained improvement in its cost reduction efforts while
meaningfully increasing its revenue base with adjusted debt to
EBITDA declining to below 5.5 times on a sustained basis. A
ratings upgrade would also require sustained growth in same store
average daily treatment volumes, a good liquidity profile, and a
stable reimbursement environment.
The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Vantage Oncology, LLC is a provider of radiation therapy and
related oncology services to cancer patients. The company is owned
by Oak Hill Capital Partners and other private and institutional
investors and management. Revenue for the last twelve month period
ended March 31, 2014 was approximately $181 million.
VIGGLE INC: Completes Integration of Wetpaint & NextGuide
---------------------------------------------------------
Viggle Inc. announced a restructuring of its management team based
on the successful integration of the Wetpaint and NextGuide
properties, acquired during the past six months.
Viggle's platform consists of the Viggle app, which offers rewards
for watching TV, advertisements or listening to music, NextGuide,
a personalized TV programming guide and distributed reminder
platform and Wetpaint, an entertainment news and social publishing
platform. Viggle Inc. achieved a total reach for March 2014 of
20.8 million, which is the total number of registered users for
the Viggle app and unique monthly users of the Wetpaint media
properties. Viggle Inc.'s total active reach for the same period
was 8.8 million.
Among the key changes:
* Ben Elowitz, president and co-founder of Wetpaint, will be
leaving the company to focus on new opportunities.
* The creation of a new Product Development Organization led by
new SVPs of Product, Kyle Brink and Jeremy Toeman. They were
formally VP of Product at Viggle and President of Dijit,
respectively.
* The creation of a new Content and Programming team led by
Rosie Amodio, who was formerly SVP Content and Programming at
Wetpaint.
"As we continue to grow and evolve our platform, we need to align
our organizational structure to better reflect our market
opportunity and vision, and to realize the cost savings made
possible from the ongoing integration of Wetpaint and NextGuide,"
said Greg Consiglio, president of Viggle. "We are excited to have
Kyle, Jeremy and Rosie expand their leadership roles and we are
thankful to Ben for his valuable work in bringing our companies
together. We wish him all the best as he heads out on his next
adventure."
"As we've executed on a number of features across Viggle, Wetpaint
and Dijit, we have seen the power of a combined platform where
advertisers can reach entertainment fans across multiple
properties," said Elowitz, president and founder of Wetpaint. "I
will be watching enthusiastically as the organizations integrate
further and Viggle continues to grow and succeed."
The consolidation of the Viggle platform technology and product
teams is a result of Viggle's platform expansion strategy. Toeman
and Brink will lead all product and technology teams from Viggle,
NextGuide and Wetpaint. Additionally, Amodio will now oversee all
content and editorial functions cross the integrated platform.
John Small, the chief financial officer of Viggle Inc., presented
at the LD Micro Invitational 2014 Conference on June 4, 2014, at
5:30 p.m. PDT. The Conference was held at the Luxe Sunset
Boulevard Hotel in Los Angeles, California and as webcast at
http://wsw.com/webcast/ldmicro6/vggl/.
A copy of the Company Presentation is available for free at:
http://is.gd/NLtrMH
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year. The Company's balance sheet at March 31, 2014, showed
$68.09 million in total assets, $62.79 million in total
liabilities, $37.54 million in series A convertible redeemable
preferred stock, and a $32.23 million total stockholders' deficit.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013. The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.
VUZIX CORP: Inks $3 Million Securities Purchase Agreement
---------------------------------------------------------
Vuzix Corporation has entered into a definitive agreement with
institutional investors for the sale of $3 million in aggregate
principal amount of 5 percent senior secured convertible Notes due
June 2, 2017.
Net proceeds from the sale will accelerate the Company's M100
offshore production ramp-up with its new features and software
capabilities. A broader M100 marketing campaign internationally
will also be launched. The proceeds will also facilitate the
implementation of Vuzix' new waveguide manufacturing process
equipment for use in Vuzix' next generation smart glasses
products. In addition, the Company will pursue final designs and
tooling for its V720 video headphone products.
Under the terms of the agreement, there are no scheduled principal
or interest payments on the Notes until its maturity date of
June 2, 2017. The Notes are convertible into common stock at a
conversion price of $2.25 per share, and are secured by all the
present and future assets of the Company and its subsidiaries
pursuant to a security agreement and subsidiary guaranty. No
warrants were issued in connection with this financing.
Paul Travers, chief executive officer of Vuzix, said, "We are
thankful for the continued support of our shareholders and their
shared excitement about the future of Vuzix. The terms they have
offered the Company with its low interest rate, long maturity, no
warrants, and minimal transaction costs are very favorable and
demonstrates their sustained commitment to make Vuzix a market
leader in the wearable technology space. This financing will
allow us to advance our technology for implementation in next
generation products all the sooner."
The definitive agreement occurred directly with the Company's
major institutional investors and therefore no placement agent was
used in the private placement. Further details of the private
placement financing is available in the Company's Form 8-K filed
with the SEC, a copy of which is available for free at:
http://is.gd/d4Oz4X
About Vuzix Corporation
Vuzix -- http://www.vuzix.com-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field. Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.
As of March 31, 2014, the Company had $2.99 million in total
assets, $11.95 million in total liabilities and a $8.96 million in
total stockholders' equity.
"The Company's independent registered public accounting firm's
report issued on our consolidated financial statements for the
years ended December 31, 2013 and 2012 included an explanatory
paragraph describing the existence of conditions that raise
substantial doubt about the Company's ability to continue as a
going concern, including continued operating losses and the
potential inability to pay currently due debts. The net operating
loss for the first quarter of 2014 was $993,150. The Company has
incurred a net loss from continuing operations consistently over
the last 2 years. The Company incurred annual net losses from its
continuing operations of $10,146,228 in 2013 and $4,747,387 in
2012, and has an accumulated deficit of $34,780,626 as of
March 31, 2014. The Company's ongoing losses have had a
significant negative impact on the Company's financial position
and liquidity. As at March 31, 2014 the Company had a working
capital deficit of $1,836,319," the Company said in its quarterly
report for the period ended March 31, 2014.
WALTER ENERGY: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 96.71 cents-on-
the-dollar during the week ended Friday, June 6, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents a decrease of 0.35
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility. The bank loan matures on March 18, 2018 and
carries Moody's B3 rating and Standard & Poor's B rating. The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
WENNER MEDIA: Magazine Shut Down No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service said Wenner Media LLC's B3 Corporate
Family Rating (CFR) and positive outlook are not immediately
impacted by Source Interlink Distribution's ("Source")
announcement that it has decided to shut down its magazine
distribution operations effective immediately.
Wenner Media LLC, headquartered in New York, NY, is a publisher of
entertainment and lifestyle magazines in the United States. Its
three consumer magazine titles (Us Weekly, Rolling Stone and Men's
Journal) generate combined weekly/bi-weekly circulation exceeding
four million. The company is owned and controlled by the Wenner
family. Revenue on a GAAP basis for the twelve months ending
3/31/2014 was approximately $372 million and split roughly 61%
advertising, 38% circulation and 1% licensing.
WORLD SURVEILLANCE: Appoints Drew West as Board Chairman
--------------------------------------------------------
World Surveillance Group Inc. has appointed (US-RET) Lt. Colonel
Drew West as Chairman of the Board of Directors. Mr. West is an
experienced business owner and entrepreneur who also served as a
Marine infantry officer for over 24 years, serving 6 years on
active duty and the remainder in the reserves. Mr. West was
mobilized for Operation Desert Storm in 1990 and then again for
Operation Enduring Freedom where he served his final tour of
active duty in Afghanistan in 2007.
Mr. West has held senior positions in Fortune 500 companies in the
areas of marketing, business development, sales and product
quality assurance and has 17 years of experience as a business
owner and entrepreneur. Mr. West is the founder and president of
The Trident Group, Ltd, one of the founding members along with
WSGI of the Ohio Lighter Than Air UAS Consortium, the group
currently responsible for the continued development and
commercialization of the Argus One airship. He is also a member
of the National Military Intelligence Association, the Armed
Forces Communications and Electronics Association and the Ohio
Aerospace Institute. Mr. West has received several accreditations
from various Department of Defense institutions: The National
Defense University, the U.S. Marine Corps' Amphibious Warfare
School and Command and Staff College.
Glenn D. Estrella, President and CEO of World Surveillance Group,
stated, "On behalf of the Board and my management team, we are all
extremely excited to welcome Drew to the WSGI team and are eager
to work together to advance the goals of the Company. His
experience in the military and as a successful businessman will
provide WSGI with the experience and skills required to move our
business forward. As a member of the Consortium, Drew will be
integral in our renewed focus on the continued development and
commercialization of our Argus One airship."
Drew West, Chairman of the Board of Directors of World
Surveillance Group, stated, "I look forward to rolling up my
sleeves right away to lead WSGI in its new strategy focused on
expanding Global Telesat's satellite tracking business and
advancing the Argus One UAS program in Ohio. I also plan on
working with the team to evaluate options to improve the Company's
fiscal condition and addressing the remaining legacy issues that
still impact the Company. I commend the management team for their
commitment to the Company and look forward to leading the Company
to a more prosperous future."
About World Surveillance
World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes. The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions. The Company is headquartered at the
Kennedy Space Center, in Florida.
World Surveillance reported a net loss of $3.41 million on
$558,574 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,201 of net
revenues for the year ended Dec. 31, 2012.
The Company's balance sheet at March 31, 2014, showed $3.49
million in total assets, $17.33 million in total liabilities, all
current, and a $13.84 million total stockholders' deficit.
Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits. These conditions raise
substantial doubt about its ability to continue as a going
concern.
Bankruptcy Warning
"Our indebtedness at December 31, 2013 was $16,958,374. A portion
of such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so. This level of indebtedness could, among
other things:
* make it difficult for us to make payments on this debt and
other obligations;
* make it difficult for us to obtain future financing;
* require us to redirect significant amounts of cash from
operations to servicing the debt;
* require us to take measures such as the reduction in scale of
our operations that might hurt our future performance in
order to satisfy our debt obligations; and
* make us more vulnerable to bankruptcy or an unwanted
acquisition on terms unsatisfactory to us," the Company said
in the Annual Report for the year ended Dec. 31, 2013.
WRIGLEYVILLE HOTEL: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wrigleyville Hotel LLC
3456 N Clark Street
Chicago, IL 60657
Case No.: 14-21216
Chapter 11 Petition Date: June 5, 2014
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Eugene R. Wedoff
Debtor's Counsel: Jonathan D. Golding, Esq.
Richard N. Golding, Esq.
THE GOLDING LAW OFFICES, P.C.
500 N. Dearborn St., 2nd Fl.
Chicago, IL 60654
Tel: 312-832-7892
Fax: 312-755-5720
Email: jgolding@goldinglaw.net
rgolding@goldinglaw.net
Total Assets: $8.55 million
Total Liabilities: $5.67 million
The petition was signed by Timothy Collins, authorized individual.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-21216.pdf
YMCA MILWAUKEE: Buyers Lined Up to Acquire Assets
-------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.
The Hon. Susan V. Kelley presides over the cases. The Debtors are
represented by Mark L. Metz, Esq., and Olivier H. Reiher, Esq., at
Leverson & Metz, S.C.
YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities. YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.
The petitions were signed by Julie A. Tolan, chief executive
officer.
Hillary Mintz, writing for WISN.com, reported that the
organization has said:
(1) it will sell a majority of its owned real estate to
help pay down $29 million in debt;
(2) it has budgeted earnings before interest, depreciation
and amortization of $950,000 in 2014;
(3) financial complications over the past few years,
combined with declining membership, decreasing
contributions and millions of dollars in deferred
maintenance costs have made the current financial
model unsustainable.
According to Wisn.com:
-- The downtown Milwaukee location above the Shops of
Grand Avenue will be sold once administrators find a
new space to lease;
-- the YMCA of Central Waukesha County will buy three
sites;
-- the Kettle Moraine YMCA will buy one site;
-- the Y will keep looking for buyers to take over
South Shore and Camp Matawa.
"You start to make trade-offs, and choices when that happens
because you got to keep paying your debt, and the choices that we
made were, we stopped investing in people, and we stopped
investing in our facilities, so our competitive position really
eroded over time," CEO Julie Tolan said, according to the report.
The report also noted that YMCA officials said a number of things
have already been done to address the situation including layoffs,
freezing of salaries and benefits and elimination of some program
offerings.
* * *
Georgia Pabst, writing for the Milwaukee Journal Sentinel,
reported that in a meeting with the Milwaukee Journal Sentinel
editorial board, Robert Venable, chairman of the YMCA board, and
Julie Tolan, president and CEO of the Y, explained what led to the
decision to file for Chapter 11 protection. A full-text copy of
the report is available at http://is.gd/499CHf
ZALE CORP: Cancels All Offerings of Securities
----------------------------------------------
Zale Corporation filed post-effective amendments relating to these
registration statements on Form S-3:
1) Registration Statement No. 333-05131, pertaining to the
registration of 8,016,750 shares of common stock, par value
$0.01 per share of the Company, as previously filed with the
U.S. Securities and Exchange Commission on June 4, 1996, and
amended on June 21, 1996, and July 24, 1996; and
2) Registration Statement No. 333-191538, pertaining to the
registration of 11,064,684 shares of Common Stock, as
previously filed with the Commission on Oct. 2, 2013, and
amended on Oct. 24, 2013.
The Company also filed post-effective amendments relating to these
registration statements on Form S-8:
1) Registration Statement No. 33-87782, registering 3,055,000
shares of common stock, par value $0.01 per share, of the
Company under the Zale Corporation Omnibus Stock Incentive
Plan, as previously filed with the U.S. Securities and
Exchange Commission on Dec. 23, 1994;
2) Registration Statement No. 333-01789, registering 150,000
shares of Common Stock under the Zale Corporation Outside
Directors' 1995 Stock Option Plan, as previously filed with
the SEC on March 18, 1996;
3) Registration Statement No. 333-20673, registering 500,000
shares of Common Stock under the Omnibus Plan, as previously
filed with the SEC on Jan. 29, 1997;
4) Registration Statement No. 333-51607, registering 850,000
shares of Common Stock under the Zale Corporation Savings
and Investment Plan, as previously filed with the SEC on
May 1, 1998;
5. Registration Statement No. 333-67527, registering 3,000,000
shares of Common Stock under the Omnibus Plan, as previously
filed with the SEC on Nov. 19, 1998;
6. Registration Statement No. 333-53802, registering 1,850,000
shares of Common Stock under the Omnibus Plan, as previously
filed with the SEC on Jan. 17, 2001;
7. Registration Statement No. 333-53804, registering 150,000
shares of Common Stock under the 1995 Plan, as previously
filed with the SEC on Jan. 17, 2001;
8. Registration Statement No. 333-117249, registering 6,000,000
shares of Common Stock under the Zale Corporation 2003 Stock
Incentive Plan, as previously filed with the SEC on July 9,
2004 and amended on Dec. 14, 2012;
9. Registration Statement No. 333-130246, registering 250,000
shares of Common Stock under the Zale Corporation Outside
Directors' 2005 Stock Incentive Plan, as previously filed
with the SEC on Dec. 9, 2005, and amended on Dec. 14, 2012;
and
10. Registration Statement No. 333-185499, registering 1,012,853
shares of Common Stock under the Zale Corporation 2011
Omnibus Incentive Compensation Plan, as previously filed the
with the SEC on Dec 14, 2012.
On May 29, 2014, pursuant to the Agreement and Plan of Merger,
dated as of Feb. 19, 2014, by and among the Company, Signet
Jewelers Limited, and Carat Merger Sub, Inc., a wholly owned
subsidiary of Signet ("Merger Sub"), Merger Sub merged with and
into the Company, with the Company surviving the Merger as a
wholly owned subsidiary of Signet. As a result of the Merger, the
Company has terminated all offerings of the Company's securities
pursuant to the Registration Statements.
About Zale Corporation
Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/
Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.
As of April 30, 2014, Zale Corp had $1.26 billion in total assets,
$1.05 billion in total liabilities and $205.73 million in total
stockholders' investment.
ZBB ENERGY: NYSE MKT Extends Listing Compliance Plan Period
-----------------------------------------------------------
ZBB Energy Corporation, a developer of intelligent, renewable
energy power platforms and hybrid vehicle control systems, on
June 3 disclosed that the NYSE MKT has determined the Company has
made a reasonable demonstration of its ability to regain
compliance with Section 1003(a)(iv) of the NYSE MKT Company Guide
and extended the date by which the Company is required to regain
compliance to October 15, 2014. The determination, in accordance
with Section 1009 of the Company Guide, was based on the
Exchange's review of information provided by the Company.
As previously reported, on October 8, 2013, the Company received
notice from the Exchange staff indicating that the Company was not
in compliance with the Exchange's stockholders' equity continued
listing requirements contained in Sections 1003(a)(ii) and
1003(a)(iii) of the Company Guide or the Exchange's financial
condition continued listing requirements contained in Section
1003(a)(iv) of the Company Guide. The notice provided that the
Company should submit a plan that would reestablish compliance
with the listing requirements. On November 14, 2013 the Company
submitted a plan designed to reestablish compliance with the
Exchange's continued listing standards.
On December 31, 2013, the Exchange staff notified the Company that
it had accepted the Company's compliance plan and granted the
Company an extension until April 15, 2015, to regain compliance
with the continued listing standards contained in Sections
1003(a)(ii) and 1003(a)(iii) of the Company Guide. In addition,
the Exchange initially granted the Company until February 18, 2014
to regain compliance with the continued listing standards
contained Section 1003(a)(iv) of the Company Guide.
On February 28, 2014, the Company received notice from the
Exchange staff that the NYSE MKT had determined to extend the date
by which the Company was required to regain compliance with
Section 1003(a)(iv) of the NYSE MKT Company Guide to May 30, 2014
based on the Exchange's review of the Company's Form 10-Q filed
with the Securities and Exchange Commission on February 14, 2014.
Failure to make progress consistent with the compliance plan or to
regain compliance with the continued listing standards by the end
of the applicable extension periods could result in the Company's
shares being delisted from the Exchange. The Company will be able
to continue its listing during the plan period pursuant to the
extension and will be subject to periodic review by the Exchange
staff.
About ZBB Energy Corporation
ZBB Energy Corporation (nyse mkt:ZBB) -- http://www.zbbenergy.com
-- designs, develops, licenses and manufactures advanced energy
storage and power electronics systems, as well as engineered
custom and semi-custom products targeted at the growing global
need for distributed renewable energy, energy efficiency, power
quality, and grid modernization. ZBB's corporate offices,
engineering and development, and production facilities are located
in Menomonee Falls, WI, USA with a research facility also located
in Perth, Western Australia. ZBB has a joint venture with Meineng
Energy, a provider of leading-edge energy storage systems and
solutions to the greater China market.
ZOGENIX INC: Presented at Jefferies Healthcare Conference
---------------------------------------------------------
Representatives of Zogenix, Inc., attended meetings with
investors, analysts and others in connection with the Jefferies
2014 Global Healthcare Conference in New York City, New York, on
June 4, 2014. During these meetings, Zogenix presented slides
which are available at http://goo.gl/7b6KTT
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012. The Company's balance
sheet at March 31, 2014, showed $99.98 million in total assets,
$97.56 million in total assets, $2.41 million in total
stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.
* 1st Circuit Suspends RI Attorney Who Filed Fraudulent Docs
------------------------------------------------------------
Law360 reported that the First Circuit suspended a prominent Rhode
Island attorney who was found to have committed a series of
misdeeds including filing fraudulent documents, and upheld similar
bans by a pair of lower courts.
According to the report, a three-judge panel imposed the one-year
suspension against George E. Babcock, the head of an eponymous
Pawtucket, R.I.-based firm who specializes in foreclosure and
bankruptcy matters. The move follows similar bans by the district
and bankruptcy courts in Rhode Island that were handed down last
year, the report related.
The case is In re:George E. Babcock, case numbers 13-8045, 13-2480
and 13-2483 in the U.S. Court of Appeals for the First Circuit.
* Oklahoma Judge Bars Claims for Breach of Fiduciary Duty
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a liquidating trustee lacks standing to sue officers
and directors for breach of fiduciary duty toward the parent
company or a subsidiary to the extent the trustee appears to be
asserting claims on behalf of creditors who suffered damages, a
federal district judge in Tulsa, Oklahoma, ruled on May 27.
According to the report, by claiming damages suffered by creditors
as a result of breaching fiduciary duties owed to the corporation,
U.S. District Judge Gregory K. Frizzell said, the trustee
"overstated the bounds of the trustee?s authority and contravened
well-settled Delaware law that neither creditors nor the trustee
on behalf of creditors has standing to assert direct claims of
damage for breach of fiduciary duty against the insolvent
corporation?s directors."
The case is Newsome v. Gallacher, 11-cv-140, U.S. District Court,
Northern District of Oklahoma (Tulsa).
* Chambers Recognizes Roetzel's Seven Partners as Leading Lawyers
-----------------------------------------------------------------
Roetzel has once again been ranked as a top Ohio law firm in the
2014Chambers USA: America's Leading Lawyers for Business for
Natural Resources & Environment. Chambers also recognized seven
of the firm's partners individually as leading lawyers in their
respective practice areas.
"As in years past, we are honored to be recognized by Chambers,"
said Jeffrey J. Casto, Roetzel's Chairman and CEO. "A Chambers
ranking validates our client-focused approach to our work and the
high level of professionalism practiced by our attorneys."
Chambers & Partners, a U.K. - based publisher of legal guides,
compiles annual rankings of leading firms and lawyers in an
extensive range of practice areas throughout the country using
independent, objective and client-focused interviews and research.
Criteria include technical legal ability, professional conduct,
client service, commercial awareness/astuteness, diligence and
commitment.
Roetzel is acknowledged as a leading firm in the category of
Natural Resources & Environment. Chambers noted the Environmental
Group's particular focus on the oil and gas industry, "with
additional expertise in wetland and landfill work as well as
general permitting and enforcement issues." The firm is, "[a]lso
held in high regard for its experience in related litigation."
Seven Roetzel partners were individually cited by Chambers as
leading lawyers in their respective practice areas.
Robert B. Casarona, Roetzel's Partner-in-Charge of its Cleveland
office, is recognized for his work in the area of natural
resources and environment. Chambers notes that he "is respected
among his peers as a strong environmental litigator. He possesses
particularly impressive expertise when defending enforcement
actions." Mr. Casarona focuses his practice on environmental
litigation, including toxic torts, business litigation and
construction litigation. He has been recognized as a leading
lawyer by Chambers every year since 2010.
Sherri L. Dahl is a Partner in the firm's Cleveland office and a
member of the Creditors' Rights Group. Ms. Dahl's practice focuses
on complex corporate and municipal out-of-court restructuring,
bankruptcy reorganization, sales and litigation. She represents
debtors, lenders, creditors' committees and individual creditors
in Chapter 7, 9 and 11 matters in bankruptcy and district courts
across the United States. "I have been very impressed with her
thoughts, understanding, and how she works with the parties,"
reported one impressed client to the Chambers survey. She has
been a Chambers leading lawyer since 2013.
Brian E. Dickerson is a Partner and Manager of the firm's White
Collar Litigation & Corporate Compliance Group and is noted as a
Recognized Practitioner by Chambers for White Collar Crime &
Government Investigations. Mr. Dickerson focuses his practice on
complex litigation and regulatory matters, defending clients
against government actions, administrative proceedings and
parallel civil and criminal proceedings. He litigates complex
fraud cases, including securities, bank, mortgage, procurement and
health care fraud (Stark Law and false claims cases), as well as
Foreign Corrupt Practices Act (FCPA) matters in federal and state
courts throughout the U.S.
Shane A. Farolino is the Practice Group Manager of the
Environmental, Energy and Health & Safety Group. Mr. Farolino
focuses his practice on environmental compliance counseling,
permitting, and administrative, civil and criminal litigation.
Chambers notes his substantial environmental enforcement
experience. Clients describe him as a "consummate professional
that makes efficient work out of difficult situations."
Mr. Farolino has been selected by Chambers as a leader in the
field of Natural Resources & Environmental Law every year since
2004.
Terrence S. Finn is a Partner in the Environmental, Energy and
Health & Safety Group. Mr. Finn focuses his practice on
environmental compliance counseling and environmental litigation
in administrative, state and federal forums, representing both
public and private sector clients on a wide range of environmental
issues. Chambers' sources noted, "[b]ecause of his fantastic
experience and knowledge, he is able to give us answers quickly."
Chambers has selected Mr. Finn as a leader in Natural Resources &
Environmental Law every year since 2006.
Thomas L. Rosenberg, a Partner in the firm's Business Litigation
Group, is named by Chambers as a notable practitioner in
Construction Law. Chambers states that, "He remains particularly
active in contentious construction matters. He is an American
Arbitration Association arbitrator, as well as an experienced
courtroom lawyer." Mr. Rosenberg has been honored by Chambers as
a leading construction lawyer in the State of Ohio since it began
ranking USA lawyers and law firms in 2003.
Donald S. Scherzer, a Partner in the firm's Business Litigation
Group, is cited by Chambers as a leading practitioner in the field
of Litigation: White Collar Crime & Government Investigations. A
source remarked that, "I have recommended him to clients in the
antitrust area; he has shown a very deft touch." Mr. Scherzer
handles antitrust, Foreign Corrupt Practices Act (FCPA), criminal
securities and corporate compliance matters. He has been a
Chambers leading lawyer since 2012.
About Roetzel
Roetzel -- http://www.ralaw.com-- is a full-service law firm with
more than 200 attorneys in offices located throughout Ohio and
Florida and in Chicago, New York and Washington, D.C. The firm
provides comprehensive legal services to national and
international corporations, closely held and family-run
businesses, institutions, organizations and individuals.
* BOND PRICING -- For the Week From June 2 to 6, 2014
-----------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
Alion Science &
Technology Corp ALISCI 10.250 66.125 2/1/2015
Allen Systems
Group Inc ALLSYS 10.500 50.750 11/15/2016
Allen Systems
Group Inc ALLSYS 10.500 50.750 11/15/2016
Ally Financial Inc ALLY 2.000 99.500 6/15/2014
Brookstone Co Inc BKST 13.000 40.500 10/15/2014
Brookstone Co Inc BKST 13.000 36.000 10/15/2014
Brookstone Co Inc BKST 13.000 46.000 10/15/2014
Buffalo Thunder
Development
Authority BUFLO 9.375 40.750 12/15/2014
Caesars Entertainment
Operating Co Inc CZR 12.750 48.970 4/15/2018
Champion
Enterprises Inc CHB 2.750 0.250 11/1/2037
Dendreon Corp DNDN 4.750 99.813 6/15/2014
Dendreon Corp DNDN 4.750 98.597 6/15/2014
Diamond Resorts Corp DRII 12.000 108.180 8/15/2018
DriveTime Automotive
Group Inc /
DT Acceptance Corp DRVTIM 12.625 107.125 6/15/2017
Energy Conversion
Devices Inc ENER 3.000 0.125 6/15/2013
Energy Future
Competitive
Holdings Co LLC TXU 8.175 1.000 1/30/2037
Energy Future
Holdings Corp TXU 5.550 51.000 11/15/2014
FairPoint
Communications
Inc/Old FRP 13.125 1.000 4/2/2018
Federal Home
Loan Banks FHLB 1.600 99.405 2/7/2018
General Electric
Capital Corp GE 0.375 99.000 6/20/2014
Global Geophysical
Services Inc GGS 10.500 48.250 5/1/2017
Global Geophysical
Services Inc GGS 10.500 63.500 5/1/2017
James River Coal Co JRCC 7.875 11.650 4/1/2019
James River Coal Co JRCC 4.500 2.935 12/1/2015
James River Coal Co JRCC 10.000 10.375 6/1/2018
James River Coal Co JRCC 10.000 11.000 6/1/2018
James River Coal Co JRCC 3.125 12.749 3/15/2018
LBI Media Inc LBIMED 8.500 30.000 8/1/2017
MF Global
Holdings Ltd MF 6.250 37.000 8/8/2016
MF Global
Holdings Ltd MF 1.875 45.500 2/1/2016
MModal Inc MODL 10.750 24.000 8/15/2020
MModal Inc MODL 10.750 24.000 8/15/2020
Momentive Performance
Materials Inc MOMENT 11.500 32.500 12/1/2016
Motors Liquidation Co MTLQQ 7.200 11.250 1/15/2011
Motors Liquidation Co MTLQQ 7.375 11.250 5/23/2048
Motors Liquidation Co MTLQQ 6.750 11.250 5/1/2028
NII Capital Corp NIHD 10.000 33.850 8/15/2016
OnCure Holdings Inc RTSX 11.750 48.875 5/15/2017
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Pulse Electronics
Corp PULS 7.000 80.000 12/15/2014
THQ Inc THQI 5.000 43.500 8/15/2014
TMST Inc THMR 8.000 16.000 5/15/2013
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 11.000 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 41.250 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 10.875 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 9.375 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 39.000 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 10.875 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 10.375 11/1/2016
Thunderbird Resources
Equity Inc GMXR 9.000 0.375 3/2/2018
USEC Inc USU 3.000 27.125 10/1/2014
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.375 59.700 8/1/2016
Western Express Inc WSTEXP 12.500 79.125 4/15/2015
Western Express Inc WSTEXP 12.500 79.125 4/15/2015
*********
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 by e-mail.
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 the nation's bankruptcy courts. The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.
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.
*********
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, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, 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 2014. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.
*** End of Transmission ***