/raid1/www/Hosts/bankrupt/TCR_Public/140704.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, July 4, 2014, Vol. 18, No. 184
Headlines
ACADEMI HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
AEROVISION HOLDINGS: Lease Decision Deadline Moved to Aug. 18
ALLISON TRANSMISSION: S&P Raises CCR to 'BB-'; Outlook Stable
ALION SCIENCE: Exchange Offer Expiration Extended to July 14
ALLONHILL LLC: Seeks Extension of Plan Filing Date Until Next Year
AMERICAN APPAREL: Second Largest Shareholder Sells Most of Stake
AMERICAN APPAREL: CEO Hikes Stake to 43%, Calls for Meeting
AMERICAN MEDIA: Delays Annual Report for Fiscal 2014
AMERICAN NATURAL: Stock Okayed for Listing on OTC Bulletin Board
AMNEAL PHARMA: Moody's Rating Not Affected by Roxane's FDA OK
AMSURG CORP: S&P Hikes Sr. Rating Debt to BB- on $220MM Downsize
APOLLO MEDICAL: Delays Filing of Transition Report on Form 10-Q
ARCHDIOCESE OF MILWAUKEE: Plan Frozen Until Appeal Decided
ARIZONA LA CHOLLA: Case Summary & 3 Largest Unsecured Creditors
ARMORWORKS ENTERPRISES: DIP Facility Extended to Aug. 31
ARMORWORKS ENTERPRISES: To Present Plan for Confirmation July 24
ARMORWORKS ENTERPRISES: Committee Divided on Support for Plan
B&B ALEXANDRIA: Section 341(a) Meeting Set on July 29
BAY CLUB PARTNERS: Legg Mason Objects to Disclosure Statement
BIOMET INC: S&P Keeps 'B+' CCR on Watch Positive Over Zimmer Deal
BLUEJAY PROPERTIES: Urges Court to Okay Deal & Nix UNB Challenge
BLUEJAY PROPERTIES: Bankruptcy Court Denies Bid to Sell Property
BMB MUNAI: Incurs $1.6 Million Net Loss in Fiscal 2014
CAESARS ENTERTAINMENT: Tender Offers Extended Until July 7
CAPITOL CITY: Seven Directors Elected at Annual Meeting
CAROLINA BEER: S&P Revises Outlook to Negative & Affirms 'B-' CCR
CENTURYTOUCH LTD: Incurs $60K Net Loss in Q1 Ended March 31
CNO FINANCIAL: S&P Raises Issuer Credit Rating to 'BB+'
COMMUNITYONE BANCORP: Board Chair Quits, Replacement Named
COMSTOCK MINING: 5 Directors Elected at Annual Meeting
CTI BIOPHARMA: Completes Recruitment in Pacritinib Phase 3 Trial
CTI BIOPHARMA: Had $18.1MM Net Financial Standing at May 31
CYCLONE POWER: Appoints Three New Directors
DELTA AIR: Moody's Raises Corporate Family Rating to 'Ba3'
EAGLE ROCK: Moody's Withdraws 'B1' Corporate Family Rating
EASTERN HILLS: Proposes Immaterial Modifications to Plan
ECOTALITY INC: Plan Filing Exclusivity Extended to Aug. 13
ELITE PHARMACEUTICALS: Amends 108MM Shares Resale Prospectus
ELBIT IMAGING: Settles Disputes with Bank Leumi
EMPIRE RESORTS: Submits Sullivan Casino Proposal to NYSGFLB
EMPIRE RESORTS: Kien Huat Agrees to Exercise Subscription Rights
ENERGY FUTURE: Said to Revise Loan Backing Restructuring
EURAMAX HOLDINGS: Cuts Positions in North American Operations
EXIDE TECHNOLOGIES: DIP Loan Increased to $85MM; Plan Due July 31
EXIDE TECHNOLOGIES: Inventory Overstatement Delays Annual Report
FINJAN HOLDINGS: Unit Files New Patent Suit vs. Symantec
FIRED UP: 341 Meeting Presiding Officer Reports Non-Compliance
FIRED UP: BKD's Drews Approved as Accountants
FIRED UP: Wants Until Oct. 23 to Decide on Unexpired Leases
FIRED UP: Pachulski Stang Approved as Creditors Committee Counsel
FLUX POWER: Esenjay Reports 55% Equity Stake
FOREST LABORATORIES: Moody's Withdraws Ba1-PD Default Rating
FOUNDATION HEALTHCARE: Signs Loan Agreement with Bank SNB
GAYETY CANDY: Case Summary & 20 Largest Unsecured Creditors
GLOBAL ARENA: Amends 2014 First Quarter Report
GRIDWAY ENERGY: Files Schedules of Assets and Liabilities
HALLIBURTON CO: Shareholder Class Suits Curbed by Supreme Court
HORIZON LINES: Samuel Woodward Quits as Pres., CEO and Director
HOSPITALITY STAFFING: Considers Major Preference Suit
HOST HOTELS: S&P Retains 'BB+' Corporate Credit Rating
HOUSTON REGIONAL: Astros Owner Accuses Comcast of Fraud
INDEPENDENCE TAX IV: Incurs $2.7 Million in Fiscal 2014
IBCS MINING: Section 341(a) Meeting Scheduled for August 21
INFINITY ACQUISITION: S&P Assigns Prelim. 'B' CCR; Outlook Stable
JARDEN CORP: S&P Rates EUR300MM Sr. Unsecured Notes 'BB'
KEYUAN PETROCHEMICALS: GHP Horwath Raises Going Concern Doubt
KGHM INTERNATIONAL: Moody's Hikes Corporate Family Rating to B1
KINETIC CONCEPTS: Wake Forest Deal No Impact on Moody's B2 Rating
LONGVIEW POWER: Judge Keeps $59M Credit Fight In Ch. 11 Case
LIME ENERGY: Stockholders Elected Five Directors
LPATH INC: Stockholders Elected Six Directors
LYNNHILL CONDOMINIUM: Case Summary & 20 Top Unsecured Creditors
MAVILLE INTERIORS: Voluntary Chapter 11 Case Summary
MERRIMACK PHARMACEUTICALS: Amends Loan Agreement with Hercules
MF GLOBAL: Unsecured Creditor Distribution Nears
MT LAUREL LODGING: Cash Collateral Use Hearing on Aug. 27
NEWLEAD HOLDINGS: MG Partners No Longer a Shareholder
MOUNTAIN PROVINCE: Releases 2014 Tuzo Deep Drill Program Results
NATCHEZ REGIONAL: Wants Credit With UMB Extended Through Dec. 31
NATCHEZ REGIONAL: To Auction Substantially All of Its Assets
NATCHEZ REGIONAL: Panel Taps Wheeler & Wheeler as Local Counsel
NATCHEZ REGIONAL: Committee Hires Heller Draper as Lead Counsel
NOVITEX ENTERPRISE: Moody's Hikes 1st Lien Term Loan Rating to B1
ORCKIT COMMUNICATIONS: Lior Dagan Named Temporary Liquidator
OSHKOSH CORPORATION: Moody's Raises Corp. Family Rating to Ba2
PITTSBURGH CORNING: Wants to Extend DIP Facility to June 2017
PRETIUM PACKAGING: Moody's Withdraws Caa1 Corporate Family Rating
PRETTY GIRL: Case Summary & 20 Largest Unsecured Creditors
PROGRESSIVE GREEN: Files Amendment to March 31 Quarter Report
PUERTO RICO: Debt Law May Be Decided in Boston
PULSE ELECTRONICS: Receives Notice of Non-Compliance From NYSE
RELIANCE INTERMEDIATE: Moody's Ba2 Secured Rating Still on Review
REVEL AC: Required by Lenders to Find Buyer Next Month
REVEL AC: Proposes Aug. 4 Claims Bar Date
REVEL AC: To Pay $3.5MM for Prepetition Critical Vendor Claims
REVEL AC: AlixPartners Tapped as Claims and Administrative Agent
REVEL AC: Wants Fair Market Value of Services Under ACR Deal
ROGER WILLIAMS: S&P Affirms 'B+' Rating on $10.8MM Revenue Bonds
ROSEVILLE SENIOR LIVING: Plan Filing Deadline Extended to Dec. 27
ROSEVILLE SENIOR LIVING: Can Use Cash Collateral Until Dec. 2
S.B. RESTAURANT: Section 341(a) Meeting Set for July 18
S.B. RESTAURANT: U.S. Trustee, Cameron Have Auction Objections
SCRUB ISLAND: $185K DIP Financing From Mainsail Has Interim Okay
SCRUB ISLAND: Linares/Foster Say Disclosure Statement Lack Info
SOURCE HOME: Employs Young Conaway as Local Delaware Counsel
SOURCE HOME: Names Stephen Dube as CRO, Joshua Korsower as CFO
SOURCE HOME: Has Interim OK to Pay $155,000 to Critical Vendors
SOURCE HOME: Has Approval to Hire Kurtzman Carson as Claims Agent
SOURCE HOME: Issues Joint Administration Order
SPECTRASCIENCE INC: Posts $3.25MM Net Loss for Q1 2014
ST. JOSEPH HEALTH: S&P Affirms CCC Rating on $16.6MM Revenue Bonds
TECHPRECISION CORP: Delays Form 10-K for Fiscal 2014
TX GREGORY'S LV: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: DC Circ. Revives Pilots' Bid For Class Cert.
USMART MOBILE: Posts $291K Net Loss for First Quarter
VELTI INC: Chapter 11 Plan Declared Effective
WAUSAU PAPER: Moody's Assigns B2 CFR & Rates $175MM Sec. Debt B2
WAUSAU PAPER: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable
WESTMORELAND COAL: Jeffrey Gendell Reports 8.8% Equity Stake
WOONSOCKET, RI: Fitch Affirms 'B' Rating on $109MM GO Bonds
WORLDWIDE MIXED MARTIAL ARTS: Dismissal Hearing Slated for July 9
WPCS INTERNATIONAL: NASDAQ Grants Request for Continued Listing
* N.J. Supreme Court Approves VLJ's Pro Bono Bankruptcy Clinic
* MBIA Seeks Data in $1 Billion Credit Suisse Mortgage Suit
* CFTC Reauthorization Bill OK'd Over White House Opposition
* Illinois and Florida Bank Failure Bring Year's Total to 11
* Odds Stacked Against Casino Refinancings
* Hedge Funds Blast Argentina's Bid for Stay in $1.5B Debt Row
* BOOK REVIEW: The Money Wars: The Rise and Fall of the Great
Buyout Boom of the 1980s
*********
ACADEMI HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 Corporate Family
Rating of Academi Holdings, LLC. Concurrently, B2 and Caa2 ratings
have been assigned to the company's planned first and second lien
debts, respectively. The previously assigned B3 ratings on the
planned first lien credit facility will be withdrawn. Proceeds of
the planned first and second lien credit facilities will refinance
Academi's existing debt and fully fund the company's pending
acquisition of Constellis Group, Inc. The rating outlook is
stable.
Ratings affirmed:
Corporate Family, B3
Probability of Default, B3-PD
Ratings assigned:
$120 million first lien revolver due 2019, B2, LGD3
$200 million first lien term loan due 2019, B2, LGD3
$80 million second lien term loan due 2020, Caa2, LGD5
Ratings withdrawn:
$150 million first lien revolver due 2019, B3, LGD3
$290 million first lien revolver due 2019, B3, LGD3
Rating Outlook, maintained at Stable
Ratings Rationale
The B3 Corporate Family Rating has been affirmed following
revision of the company's proposed acquisition debt financing.
While change in the transaction is effectively neutral from a
financial leverage perspective (beginning debt/EBITDA in the mid
4x range), interest coverage metrics will be slightly weaker owing
to a higher borrowing rate associated with the planned second lien
debt. The CFR continues to reflect high contract concentration
(Worldwide Protective Services (WPS), expires in September 2015),
integration risk, and history of operating margin volatility. Pro
forma for the acquisition of Constellis, opportunities for
steadier profit levels in the future could take hold depending on
the success of the business integration effort. As well, enhanced
scale, geographic breadth and range of service offerings may help
expand penetration of the federal civil and commercial end
markets.
The rating outlook is stable, reflecting an adequate liquidity
profile, a reasonably good backlog level and potential for good
conversion of earnings to free cash flow.
The B2 ratings on the planned debts of the first lien bank
facility, one notch above the CFR, benefit from the presence of
the effectively junior second lien term loan. In a stress
scenario, the second lien debt would absorb much loss, thereby
benefiting first lien recovery prospects. In turn, the Caa2 rating
on the second lien term loan, two notches below the CFR, reflects
its weaker recovery prospect.
Upward rating potential would depend on better revenue visibility,
unlikely to surface until after the WPS successor contract
competition, expectation of debt/EBITDA below 4x with FCF/debt
approaching 10%. Downward rating pressure would follow weakening
liquidity, backlog declines, significant contract loss or low FCF.
Academi Holdings, LLC, is a global provider of training and
security services focused on counter terrorism, force protection,
law enforcement and security operations. Before its 2010 ownership
change, the company had been named Xe Services and Blackwater
Worldwide. Pro forma for the pending acquisition of Constellis
Group, Inc., revenues in 2013 would have been about $800 million.
The company is majority-owned by Forte Capital and Manhattan
Partners.
AEROVISION HOLDINGS: Lease Decision Deadline Moved to Aug. 18
-------------------------------------------------------------
The Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida extended the period within which
Aerovision Holdings 1 Corp. can assume or reject executory
contracts and unexpired leases through and including
the earlier of the date of the entry of an order confirming a
plan of reorganization or through and including, August 18, 2014.
As reported in the Troubled Company Reporter on June 24, 2014,
the Debtor in seeking the extension said it is currently in the
midst of negotiations with contested creditors Tiger Aircraft
Corporation, Logix Global, Inc., and Aerovision LLC. The Court
has ordered the Debtor and these creditors to attend a judicial
settlement conference. The Debtor contends that it cannot
determine whether to assume or reject the leases/contracts until
the issues with the creditors are resolved. The Debtor requested
that it be given until the Confirmation Hearing to assume or
reject the leases/contracts.
About Aerovision Holdings
Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida. Mark Daniels signed the petition as
president. The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million. Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.
ALLISON TRANSMISSION: S&P Raises CCR to 'BB-'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Allison Transmission Inc. to 'BB-' from 'B+'. The
outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's senior secured debt to 'BB' (one notch above the
corporate credit rating) from 'BB-'. The debt comprises a $465
million revolver, a $474 million term B-2 loan, and a $1.795
billion term B-3 loan. The '2' recovery rating on the debt
indicates S&P's expectation for substantial recovery (70%-90%) in
the event of a payment default. The outstanding term debt was
$1.781 billion on the term B-3 loan and $424 million on the term
B-2 loan as of March 31, 2014.
S&P also raised its issue-level rating on the company's 7.125%
senior unsecured notes due 2019 to 'B' from 'B-'. The '6'
recovery rating on the notes indicates S&P's expectation for
negligible recovery (0%-10%) in the event of a payment default.
Allison participates in the highly cyclical global commercial
vehicle market as a designer and manufacturer of fully automatic
transmissions for medium- and heavy-duty commercial vehicles.
Allison holds strong shares in its markets, which S&P believes it
can retain, and the company has a track record of good
profitability, with one of the highest EBITDA margins among auto
and commercial vehicle suppliers.
Allison's business risks include concentrated sales by region
(with 70% of sales generated in North America) and fair customer
diversity (with Daimler AG, Navistar Inc., and Oshkosh Corp.
representing 35% of sales in 2013). Another key risk is Allison's
exposure to a concentrated manufacturing footprint. The company
has multiple facilities in Speedway, Ind., where it maintains 90%
of its production capacity. S&P believes that any disruption in a
large portion of Allison's manufacturing facilities in Indiana
would substantially hinder the company's ability to produce and
deliver products in the short term.
The stable outlook reflects S&P's expectation that Allison will
generate positive free operating cash flow (FOCF) of more than
$300 million annually, and maintain FOCF to debt of 5% or more and
leverage of 4x or less in 2014 and 2015. "We believe the
company's tightly controlled cost structure will enable it to
generate positive FOCF, even if certain key end markets begin to
weaken," said Standard & Poor's credit analyst Nancy Messer.
S&P could raise the rating one notch to 'BB' during the next 12
months if it believes Allison's existing financial and business
policies will continue. S&P would expect the company to continue
generating positive FOCF of more than $300 million annually, and
maintain FOCF to debt of at least 10% and leverage in the 3x-4x
range. S&P would also need to believe that the company could
maintain these metrics despite the industry's inherent
cyclicality.
Though unlikely over the next 12 months, S&P could lower the
rating if commercial vehicle production in the company's end
markets decline, if margin deterioration leads to FOCF generation
that is significantly below S&P's expectations for multiple
quarters, or if we believe debt to EBITDA, including its
adjustments, would exceed 5x on a sustained basis, stemming from
lower profitability and weak demand.
ALION SCIENCE: Exchange Offer Expiration Extended to July 14
------------------------------------------------------------
Alion Science and Technology Corporation announced 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.
As of 5:00 p.m. on June 27, 2014, according to Global Bondholder
Services Corporation, the Information and Exchange Agent,
approximately $213,058,000, or 90.66%, 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 pursuant to the following options in the exchange
offer.
The Company has extended the Early Tender Date from 5:00 p.m., New
York City time on June 23, 2014, to 5:00 p.m., New York City time,
on July 9, 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 July 2, 2014, to 9:00 a.m., New York
City time, on July 14, 2014.
The Company has extended the expiration date of the unit offering
to 5:00 p.m., New York City time, on July 9, 2014. As of 5:00
p.m. on June 27, 2014, according to Global Bondholder Services
Corporation, holders of Unsecured Notes have elected to purchase
approximately 93 units in the unit offering for an aggregate
purchase price of approximately $55,800. 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 July 9, 2014, holders will receive an additional $15.00 in
cash. Holders who tender after 5:00 p.m., New York City time, on
July 9, 2014, but prior to the Expiration Date, will not be
entitled to receive the Early Tender Payment.
As of 5:00 p.m. on May 28, 2014, holders were no longer entitled
to 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 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. The full terms of the Transactions, including descriptions
of the Third-Lien Notes, the material differences between the
Third-Lien Notes and the Unsecured Notes, the unit offering, and
other information relating to the Transactions are contained in
the prospectus dated May 13, 2014, as supplemented on May 16, 2014
and May 28, 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.
ALLONHILL LLC: Seeks Extension of Plan Filing Date Until Next Year
------------------------------------------------------------------
Allonhill, LLC, asks the U.S. Bankruptcy Court for the District of
Delaware to extend its exclusive period to file a plan through and
including July 24, 2015, and its exclusive period to solicit
acceptances of that plan through and including Sept. 22.
The Debtor states in papers submitted in Court that an extension
of the Exclusive Periods is warranted as it will allow the Debtor
to further its efforts to wind down its estate in an orderly,
efficient, and cost-effective way, analyze potential recoveries
through the establishment of a bar date for the filing of claims,
resolve the appeal in the case against Aurora Commercial
Corporation, and, most importantly, afford the Debtor a full and
fair opportunity to potentially negotiate, propose, and seek
acceptances of a Chapter 11 plan. According to the Debtor, a one-
year extension of exclusivity is atypical but is necessary in its
case because the requested extension is based on the estimated
timing of the Aurora Appeal to reach resolution.
A hearing on the Debtor's extension request will be on July 24,
2014, at 10:30 AM. Objections are due July 16.
About Allonhill LLC
Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014. The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).
The Debtor's General Counsel is HOGAN LOVELLS US LLP. The
Debtor's Local Counsel is Neil B. Glassman, Esq., Justin R.
Alberto, Esq., and Evan T. Miller, Esq., at BAYARD, P.A., in
Wilmington, Delaware. Upshot Services LLC serves as the Debtor's
Claims and Noticing Agent.
The Debtor disclosed $19,205,062 in assets and $32,918,294 in
liabilities as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors in the case of Allonhill, LLC.
The U.S. Trustee explained that there were insufficient response
to the communication/contact for service on the committee.
AMERICAN APPAREL: Second Largest Shareholder Sells Most of Stake
----------------------------------------------------------------
Elizabeth A. Harris, writing for The New York Times' DealBook,
reported that FiveT Capital, an asset management firm based in
Zurich and American Apparel's second-largest shareholder, has sold
a substantial portion of its stake in the company.
According to the report, Johannes Minho Roth, founding partner of
FiveT Capital, said that a range of concerns prompted his firm to
sell, pointing to questions about how the company will continue to
pay its bondholders, who hold about $210 million of company debt.
The DealBook added that Lion Capital, a long-term lender, has
called in a $10 million loan that is due for payment on July 4.
Elizabeth A. Harris and Alexandra Stevenson, in a separate report
for The DealBook, reported that a little-known hedge fund backing
Dov Charney, the ousted executive of American Apparel, has emerged
as a critical power broker in the battle for control of the
struggling retailer. According to The DealBook, Mr. Charney
entered a partnership with the investment firm, Standard General,
in an effort to claw his way back to the helm of the company he
founded, but in the striking a deal that gave him a 43 percent
stake in American Apparel, he effectively ceded any authority that
is not inextricably linked to Standard General's approval. The
DealBook said Standard General is in talks with American Apparel's
board over the possibility of bringing in new leadership,
including a cadre of experienced board members, while keeping the
company's signature manufacturing in the United States, bucking a
long-running industry practice of overseas garment production.
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012.
As of Dec. 31, 2013, the Company had $333.75 million in total
assets, $411.15 million in total liabilities and a $77.40 million
total stockholders' deficit.
* * *
As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc. The outlook is developing.
The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service. The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.
AMERICAN APPAREL: CEO Hikes Stake to 43%, Calls for Meeting
-----------------------------------------------------------
Dov Charney, the ousted chief executive officer of American
Apparel, Inc., disclosed in an amended Schedule 13D filed with the
U.S. Securities and Exchange Commission that as of June 27, 2014,
he beneficially owned 74,560,813 shares of common stock of the
Company representing 42.98% of the shares outstanding. Mr.
Charney previously held 47,209,406 common shares or 27.2% equity
stake at March 31, 2014. A full-text copy of the regulatory
filing is available for free at http://is.gd/zJCjXw
On June 27, 2014, Standard General, on behalf of one or more of
its funds, notified Mr. Charney that it had purchased 27,351,407
shares of the Company's Common Stock in furtherance of the
previously disclosed Letter Agreement between Mr. Charney and SG.
Pursuant to the Letter Agreement, Mr. Charney was obligated to
purchase those shares of Common Stock and is deemed to
be the beneficial owner of those shares. The total purchase
price for those shares is $19,556,256, which SG loaned to Mr.
Charney on the terms and conditions set forth in the Letter
Agreement.
The Board of Directors previously suspended Mr. Charney as CEO and
declared its intent to terminate him for cause based on an ongoing
investigation of alleged misconduct. The Board also removed Mr.
Charney as Chairman of the Board.
Stockholders Rights Plan Adopted
A special committee of the Company's Board of Directors has
adopted a one-year stockholder rights plan that is designed to
strengthen the ability of the Board of Directors to protect the
Company's stockholders, according to documents filed with the SEC.
The Company's stockholder rights plan was adopted in response to
reports of rapid accumulations of the Company's outstanding common
stock. This decision was made in the context of a SEC filing by
Dov Charney in which he expressed an intent to acquire control or
influence over the Company.
The Company said that the rights plan is similar to other plans
adopted by publicly held companies. If a person or group acquires
15% or more beneficial ownership of the Company's common stock,
that person will be deemed to be an "Acquiring Person." If any
person or group already beneficially owns 15% or more of the
Company's common stock as of this announcement, that person or
group will not be deemed to be an "Acquiring Person" unless that
person acquires an additional 1% of the Company's common stock.
The definition of "beneficial ownership" includes derivative
securities.
In the event that a person becomes an "Acquiring Person," except
pursuant to a qualifying offer for all outstanding shares of
common stock which the Board of Directors determines to be fair
and not inadequate and to otherwise be in the best interests of
the Company and its stockholders, each right will entitle its
holder to purchase, for $2.75 per share, a number of shares of the
Company's common stock or substantially equivalent securities
having a market value of twice such price. In addition, following
certain transactions such as a merger or other business
combination in which the Company is not the surviving corporation,
each right will entitle its holder to receive, upon exercise,
common stock of the acquiring company having a value equal to two
times the exercise price of the right.
At any time prior to 10 business days following a public
announcement that a person has become an "Acquiring Person," the
Company may redeem the rights in whole, but not in part, at a
price of $.001 per right. Immediately upon the action of the
Board of Directors ordering redemption of the rights, the rights
will terminate and the only right of the holders of rights will be
to receive the $.001 redemption price.
Charney Calls for Special Meeting
Mr. Charney disclosed with the SEC that he sent a letter to the
Company and the Board of Directors calling a special meeting of
stockholders on Sept. 25, 2014, for the purposes of:
(i) amending the Bylaws to fix the number of directors serving
on the Board of Directors at 15 directors;
(ii) amending the Bylaws to provide that any vacancies on the
Board created by actions taken at the special meeting of
stockholders may be filled with individuals identified in
any proxy statement filed with the SEC in connection with
such special meeting, without regard to procedural
requirements that the Company may otherwise impose;
(iii) electing certain individuals to fill any vacancies created
by the actions taken at the special meeting; and
(iv) repealing amendments to the Bylaws that have been enacted
subsequent to Oct. 1, 2010, and prior to the special
meeting.
Mr. Charney called the special meeting of stockholders pursuant to
the authority granted to the Company's Chief Executive Officer in
the Company's Bylaws then in effect.
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the
Company had $333.75 million in total assets, $411.15 million in
total liabilities and a $77.40 million total stockholders'
deficit.
* * *
As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc. The outlook is developing.
The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service. The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.
AMERICAN MEDIA: Delays Annual Report for Fiscal 2014
----------------------------------------------------
American Media, Inc., filed a Form 12b-25 with the U.S. Securities
and Exchange Commission notifying the late filing of its annual
report on Form 10-K for the year ended March 31, 2014.
American Media said it could not complete the Annual Report within
the prescribed time period due to a delay in obtaining and
compiling information required to be included in that Report which
delay could not be eliminated by the Company without unreasonable
effort and expense. In particular, the Company said it is in the
process of completing its review and assessment of the impact on
its business, financial condition, results of operations and
liquidity associated with the disruption in its wholesaler
distribution channel.
As previously reported, the Company received written notification
from its national distributor for its publications in the U.S. and
Canada that, due to non-payment by the Company's second-largest
wholesaler for its publications, the Distributor would cease
shipping the Company's publications to the Wholesaler. On May 30,
2014, the Wholesaler issued a press release announcing that it was
ceasing substantially all distribution operations in the near
term. On June 23, 2014, the Wholesaler filed for bankruptcy. The
Distributor is working with replacement wholesalers to transition
the distribution of the Company's publications previously handled
by the Wholesaler. The Company currently estimates that it will
take approximately twelve to twenty four weeks for the transition
to be completed and that its revenues could be reduced by
approximately $10 million to $20 million during the transition
period, depending on the length of time required to complete the
transition to the replacement wholesalers. In addition, as
previously disclosed, after completing the transition, the
Company's revenues could be temporarily or permanently reduced if
consumers at the impacted retailers do not resume purchasing the
Company's publications at the same rate or quantities previously
purchased.
At this time, there can be no assurance that the report of its
independent registered public accounting firm to be included in
the Form 10-K will not contain an explanatory paragraph regarding
the Company's ability to continue as a going concern. The
Company's revolving credit agreement contains a covenant requiring
the Company to deliver within 90 days after its fiscal year end
audited annual financial statements in which the audit report is
not qualified as to going concern or scope. If the Company is
unable to comply with this covenant, an event of default would
occur after five business days' notice from the administrative
agent under the revolving credit agreement. As such, the Company
is proactively engaging in discussions with the lenders under its
revolving credit agreement to obtain a waiver of this covenant
until July 15, 2014, but there can be no assurance that such
waiver will be obtained.
The Company plans to file the Annual Report no later than July 15,
2014.
About American Media
Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S. These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer. In addition to print properties, AMI
manages 14 different Web sites. The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.
American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan. The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders. The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.
American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.
As of Dec. 31, 2013, the Company had $565.84 million in total
assets, $692.81 million in total liabilities, $3 million in
redeemable noncontrolling interest, and a $129.97 million total
stockholders' deficit.
* * *
As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+' from 'SD'.
"The upgrade follows the company's exchange of $94.3 million of
its $104.9 million 13.5% second-lien cash-pay notes due 2018 for
privately held $94.3 million 10% second-lien notes due 2018," said
Standard & Poor's credit analyst Hal Diamond.
AMERICAN NATURAL: Stock Okayed for Listing on OTC Bulletin Board
----------------------------------------------------------------
American Natural Energy Corporation announced that pursuant to
FINRA Rule 6432 and Rule 15c2-11 under the Securities Exchange Act
of 1934, FINRA has cleared the Spartan Securities Group Ltd.'s
request for quotation of ANEC's common stock on the OTC Bulletin
Board and an OTC Link with the symbol ANRUF.
About American Natural
American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.
American Natural reported a net loss of $3.14 million on $3.32
million of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.31 million on $2.09 million of
total revenues for the year ended Dec. 31, 2012. The Company's
balance sheet at Dec. 31, 2013, showed $19.32 million in total
assets, $16.17 million in total liabilities and $3.14 million in
total stockholders' equity.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that the
Company incurred a net loss in 2013 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2013.
AMNEAL PHARMA: Moody's Rating Not Affected by Roxane's FDA OK
-------------------------------------------------------------
Moody's Investors Service commented that the US Food and Drug
Administration ("FDA") approval of Roxane Laboratories' (not
rated) abbreviated new drug application (ANDA) for generic
buprenorphine/naloxone sublingual tablets (generic equivalent of
Suboxone) is credit negative for Amneal Pharmaceuticals, LLC (B2
positive). Buprenorphine is currently one of Amneal's most
important products and Moody's expects Roxane's launch to reduce
Amneal's existing market share as well as diminish its pricing
power on the product. However, increased competition on
buprenorphine is already factored into Moody's analysis and there
is no change to Amneal's B2 rating or positive outlook.
Amneal, founded in 2002 and headquartered in Bridgewater, NJ, is a
generic pharmaceutical manufacturer with facilities in New York,
New Jersey, and India. The company currently generates most of its
revenue in the US but is actively pursuing expansion into
international generic markets. Amneal recorded net revenue of $612
million for the twelve months ended March 31, 2014. The company is
owned by the founders of Amneal Pharmaceuticals and principals of
Tarsadia Investments, LLC.
AMSURG CORP: S&P Hikes Sr. Rating Debt to BB- on $220MM Downsize
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on AmSurg Corp.'s senior secured debt to 'BB-' from 'B+' after the
company downsized the facility by $220 million to $1,170 million
from $1,390 million. The new facility consists of a $300 million
revolver and $870 million term loan. We revised the recovery
rating to '2', indicating S&P's expectation of substantial (70% to
90%) recovery in the event of a payment default, from '3'. The
company also upsized the unsecured notes by $220 million to $1,100
million from $880 million. The issue-level rating of 'B-' and '6'
recovery rating on the unsecured notes is unchanged. The change
in the tranche sizes does not have an impact on leverage and the
corporate credit rating remains unchanged at 'B+'. The outlook is
stable.
RATINGS LIST
AmSurg Corp.
Corporate Credit Rating B+/Stable/--
Senior unsecured
$1,100 million notes B-
Recovery rating 6
Upgraded
AmSurg Corp.
Senior secured
$300 mil. revolver BB- B+
Recovery rating 2 3
$870 mil. term loan BB- B+
Recovery rating 2 3
APOLLO MEDICAL: Delays Filing of Transition Report on Form 10-Q
---------------------------------------------------------------
Apollo Medical Holdings, Inc., filed a Form 12b-25 with the U.S.
Securities and Exchange Commission in connection with the late
filing of its transition report on Form 10-Q for the period ended
March 31, 2014. The Company said the compilation, dissemination
and review of the information required to be presented in the
transition report has imposed time constraints that have rendered
timely filing of the transition report on the Form 10-Q
impracticable without undue hardship and expense to the Company.
The Company expects to file that report no later than five
calendar days after its original prescribed due date.
As previously reported, the Company elected to change its fiscal
year end in order to simplify business processes and to align the
Company's fiscal year with the reporting periods for other
healthcare services reporting companies to allow for easier
comparison and industry coverage.
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.
Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013. As of Jan. 31, 2014, the Company's
balance sheet showed $3.95 million in total assets, $5.65 million
in total liabilities and a $1.69 million total stockholders'
deficit.
ARCHDIOCESE OF MILWAUKEE: Plan Frozen Until Appeal Decided
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Archdiocese of Milwaukee was barred from having
the bankruptcy court approve its Chapter 11 plan at least until
the U.S. Court of Appeals in Chicago decides an appeal brought by
sexual-abuse victims regarding a $55 million cemetery trust, U.S.
Bankruptcy Judge Susan V. Kelley ruled on June 20.
According to the report, Judge Kelley said the bankruptcy court
lacks "subject matter jurisdiction" and thus is precluded from
deciding the key issue in the church's reorganization plan as a
consequence of the appeal. The report related that Judge Kelley
said that the appeal took away jurisdiction because it's "patently
obvious" that the "plan impacts matters that are integral to the
appeal."
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 LA CHOLLA: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Arizona La Cholla, L.L.C.
2120 W. Ina Road
Tucson, AZ 85741
Case No.: 14-10254
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: July 2, 2014
Court: United States Bankruptcy Court
District of Arizona (Tucson)
Debtor's Counsel: John F. Battaile, Esq.
ALTFELD & BATTAILE P.C.
250 N. Meyer Ave.
Tucson, AZ 85701
Tel: 520-622-7733
Fax: 520-622-7967
Email: jfbattaile@abazlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Steven L. Nannini, manager.
List of Debtor's three Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Beth Ford, Pima County Treasurer $9,504
115 N. Church Avenue
Tucson, AZ 85701
Jeff Brei, P.C. $786
4574 N. First Ave., Ste. 150
Tucson, AZ 85718
Apex Development Consultants, P.C. $660
2141 N. Alvernon Way, Suite C
Tucson, AZ 85712
ARMORWORKS ENTERPRISES: DIP Facility Extended to Aug. 31
--------------------------------------------------------
Judge Brenda Moody Whinery has approved a Second Forbearance
Agreement and Third Amendment to the DIP Credit Agreement between
ArmorWorks Enterprises, LLC, and Lancelot Armor, LLC, as the DIP
Lender, including an extension of the Maturity Date of the DIP
Facility to Aug. 31, 2014.
The Debtors are authorized to obtain a new advance of $550,000
under the DIP Facility, secured by all of Lender's existing liens
in the Collateral. The DIP Lender is also granted an allowed
super-priority administrative expense claim for the New Advance,
subject to the carve-out.
The Debtors are authorized to loan up to an additional $550,000 to
ArmorWorks Enterprises Canada, ULC, on a secured basis.
As reported in the Troubled Company Reporter on Aug. 23, 2013,
Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona originally gave final authority to ArmorWorks
Enterprises, LLC ("AWE"), and TechFiber, LLC, to obtain up to
$3,500,000 of secured postpetition financing from Lancelot Armor,
LLC.
Carve-out means the statutory fees payable to the U.S. Trustee and
the unpaid fees and expenses incurred by professionals employed by
the Debtors and any statutory committee appointed, which carve-out
will not exceed $250,000 in the aggregate.
About ArmorWorks Enterprises
Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.
ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products. ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.
The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor. ArmorWorks estimated $10 million to
$50 million in assets and liabilities.
The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors. Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.
As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.
ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.
ARMORWORKS ENTERPRISES: To Present Plan for Confirmation July 24
----------------------------------------------------------------
Judge Brenda Moody Whinery has conditionally approved the Fourth
Amended Disclosure Statement filed by ArmorWorks Enterprises, LLC,
and affiliate TechFiber LLC. The final hearing on the Disclosure
Statement will be combined with the initial hearing to consider
confirmation of the Plan.
The initial hearing to consider confirmation of the Plan and the
hearing to consider final approval of the Disclosure Statement is
scheduled on July 24, 2014 at 10:00 a.m. The Voting Deadline is
set on July 18, 2014 at 5:00 p.m. MST. The hearing to consider
confirmation of the Plan will be held on July 31, 2014 at 10:00
a.m.
As reported in the Troubled Company Reporter on June 4, 2014,
debtors Armorworks Enterprises and TechFiber on May 27, 2014,
filed with the U.S. Bankruptcy Court for the District of Arizona a
Fourth Amended Joint Plan of Reorganization and explanatory Fourth
Amended Disclosure Statement. The Debtors are co-proposing the
Plan with ArmorWorks Inc., and William J. Perciballi.
AWI is the majority member of ArmorWorks with a 60% interest.
C Squared Capital Partners, L.L.C. owns a 40% minority interest in
ArmorWorks. Perciballi is a Manager and Founder of ArmorWorks.
According to the Disclosure Statement, the Plan provides that on
the Effective Date, in exchange for 100% of the equity interests
in reorganized AWE, a plan investor will: (a) contribute
$3,000,000 in cash to AWE for payment of claims and administrative
expenses; (b) cause Perciballi and AWI to contribute to
Reorganized AWE all intellectual property used in the businesses
of the Debtors that is owned or controlled by Perciballi or AWI;
and (c) fund the payment of certain obligations of AWI. Also on
the Effective Date, (d) investor will contribute the equity
interests in Reorganized AWE to AWI, along with certain cash, and
will receive 67.5% of the common equity and 100% of the class A
preferred equity in AWI; (e) Perciballi will receive 22.5% of the
common equity in AWI; and (f) 10% of the common equity in AWI will
be reserved for a management bonus pool. Concurrent with the
closing of the corporate restructuring transactions, Perciballi
will receive additional funds from investor to: (i) fund in full a
settlement with C Squared; (ii) fund the purchase of the
intellectual property owned by AWI or Perciballi being contributed
to Reorganized AWE in the Corporate Restructuring Transactions;
(iii) repay working capital loans made by Perciballi to ArmorWorks
Canada; and (iv) fund other items.
The Plan will be funded from ongoing business operations and from
the proceeds of the sale of assets deemed to be no longer
necessary to the ongoing operations of the business. The Debtors
also may obtain a working capital line of credit to replace the
DIP Facility.
A copy of the Fourth Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/ARMORWORKSENTERPRISES_630_4ds.pdf
The Debtors are represented by:
John R. Clemency, Esq.
Todd A. Burgess, Esq.
GALLAGHER & KENNEDY, P.A.
2575 East Camelback Road
Phoenix, AZ 85016-9225
Tel: (602) 530-8000
Fax: (602) 530-8500
E-mails: john.clemency@gknet.com
todd.burgess@gknet.com
ArmorWorks, Inc. and William J. Perciballi are represented by:
Susan G. Boswell, Esq.
Lori Winkelman, Esq.
QUARLES & BRADY LLP
One South Church Avenue, Suite 1700
Tucson, AZ 85701-1621
Tel: (520) 770-8713
Fax: (520) 770-2222
Mobile: (520) 349-6644
E-mail: Susan.Boswell@quarles.com
Lori.Winkelman@quarles.com
About ArmorWorks Enterprises
Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.
ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products. ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.
The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor. ArmorWorks estimated $10 million to
$50 million in assets and liabilities.
The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors. Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.
As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.
ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.
ARMORWORKS ENTERPRISES: Committee Divided on Support for Plan
-------------------------------------------------------------
The Official Joint Committee of Unsecured Creditors has informed
the Bankruptcy Court that they have been unable to reach a
consensus on whether or not to support the Fifth Amended Joint
Plan of Reorganization dated June 17, 2014. One of its two
members supports the Plan and the other does not. The principal
concerns of the non-supporting Committee member are:
a. Pursuant to the Protocol Order entered by the Court on
October 7, 2013, and amended on December 19, 2013, the
terms of the Plan should have been negotiated by the
Independent Debtor Representative, but were instead
negotiated by William Perciballi or his representatives;
b. As much as 44% of the up-front funding of the Plan will go
to equity holders, including Mr. Perciballi, rather than
to creditors, while a significantly smaller percentage
will go to unsecured creditors;
c. Mr. Perciballi may receive as much as an additional $2
million in performance bonuses, with no corresponding
benefit to unsecured creditors;
d. The alternative of paying unsecured creditors in full over
five years has not been shown to be feasible, and the cash
flow projections provided by AWE over the course of the
bankruptcy have proven to be unreliable; and,
e. AWE must obtain a secured line of credit in order to fund
the Plan and there is no indication that it has done so.
If it does, substantially all of its assets will be
pledged as collateral and will be subject to foreclosure
in the event of a default, such as has occurred under the
secured post-petition loan provided by Lancelot Armor.
Counterbalancing these concerns is the concern that the company
may collapse if the Plan is not confirmed, leaving unsecured
creditors with a significantly diminished return. In this regard,
the Liquidation Analysis projects an 8% return to unsecured
creditors if the case is converted to a Chapter 7 liquidation
proceeding. While the accuracy of the Liquidation Analysis has
not been established, and while there may be alternatives other
than a conversion to Chapter 7, there is no assurance that
unsecured creditors will receive a higher return if the Plan is
not confirmed, and they could receive a significantly smaller
return.
The Committee is represented by:
S. Cary Forrester, Esq.
FORRESTER & WORTH, PLLC
3636 North Central Avenue, Ste. 700
Phoenix, Arizona 85012
Tel: (602) 271-4250
Fax: (602) 271-4300
E-mail: scf@forresterandworth.com
About ArmorWorks Enterprises
Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.
ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products. ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.
The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor. ArmorWorks estimated $10 million to
$50 million in assets and liabilities.
The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors. Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.
As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.
ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.
B&B ALEXANDRIA: Section 341(a) Meeting Set on July 29
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of B&B Alexandria
Corporate Park TIC 17, LLC, will be held on July 29, 2014, at
10:00 a.m. at Office of the U.S. Trustee (Chapter 11), 115 South
Union Street, Suite 208, in Alexandria, Virginia. Proofs of claim
are due by Oct. 27, 2014.
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.
B&B Alexandria Corporate Park TIC 17, LLC, filed a Chapter 11
bankruptcy petition (Bankr. E.D. Va. Case No. 14-12434) on
June 27, 2014. The Debtor estimated assets and liabilities of
$10 million to $50 million. The petition was signed by David H.
Bralove as special member. The Hon. Brian F. Kenney presides over
the case. Tyler, Bartl, Ramsdell & Counts, P.L.C., acts as the
Debtor's counsel.
BAY CLUB PARTNERS: Legg Mason Objects to Disclosure Statement
-------------------------------------------------------------
Secured lender Legg Mason Real Estate CDO I, Ltd., objects to the
disclosure statement submitted by debtor Bay Club Partners-472,
LLC, on grounds that it does not contain adequate information for
creditors to make an informed vote on the Debtor's Chapter 11
plan.
Laura J. Walker, Esq., of Cable Huston LLP, representing Legg
Mason, states that the Court should deny approval of the
Disclosure Statement, and the Debtor should be required to submit
an amended disclosure statement and provide additional
information.
Ms. Walker notes that the Debtor failed to provide any historical
financial information for comparison, but has now proposed
inclusion of additional exhibits reflecting income and expenses
for 2012 and 2013. The Debtor, she adds, should also provide
information concerning performance during the Chapter 11 case,
including information concerning the adequate protection payments
to Legg Mason CDO and the accrued, unpaid interest on the secured
debt. The Debtor should disclose that adequate protection
payments made during the Chapter 11 case have not been sufficient
to pay post-petition interest, even at the rate proposed under the
plan.
About Bay Club
Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street. The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services. As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.
Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014. The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing. The case has been assigned to Judge Randall L.
Dunn. Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.
The U.S. Trustee has not appointed a committee of unsecured
creditors.
Legg Mason Real Estate CDO I, Ltd., is represented in the case by
Laura J. Walker, Esq., at Cable Huston LLP.
* * *
Bay Club Partners-472 submitted to the Bankruptcy Court a
Disclosure Statement and Chapter 11 Plan dated April 11, 2014.
Generally, the Plan provides that (a) Legg Mason CDO Real Estate
Capital II, Inc., will be repaid in full with interest by the
third anniversary of the Effective Date; (b) General Unsecured
creditors will be paid 60% of their Allowed Claim within 90 days
of the Effective Date unless any such creditor elects to be repaid
in full with interest within three years of the Effective Date;
(c) all membership interests in Debtor will be retained; and (d)
Debtor will operate in the ordinary course and pay all Creditors
pursuant to the Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/BAYCLUB_116_ds.pdf
BIOMET INC: S&P Keeps 'B+' CCR on Watch Positive Over Zimmer Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Warsaw,
Ind.-based Biomet Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with positive implications, where
S&P placed it on March 7, 2014, following Zimmer's announcement
that the companies will merge.
S&P will remove the ratings from CreditWatch and withdraw them
when the merger with Zimmer is completed. Alternatively, S&P
would resolve the CreditWatch listing if Biomet remains an
independent entity and executes an IPO.
BLUEJAY PROPERTIES: Urges Court to Okay Deal & Nix UNB Challenge
----------------------------------------------------------------
Bluejay Properties, LLC, responded to the objection of University
National Bank to the motion to approve a compromise and settlement
among Bankers' Bank of Kansas, Kaw Valley Bank and the individual
members of the Debtor. Bluejay Properties said:
1. the objection fails to address the standards for approval of
a compromise and settlement. UNB does not discuss the Debtor's
probability of success in litigation, the complexity and expense
of the case, or the interests of creditors.
2. UNB attempts to distract the Court from the beneficial
settlement before it by claiming that the deal is a sub rosa
Chapter 11 Plan.
The Debtors noted that the proposed settlement also does not
restructure creditors' rights. In fact, the settlement does not
alter any of the rights of UNB, as noted in the motion.
The Debtor is represented by:
Todd A. Luckman, Esq.
Kathryn E. Sheedy, Esq.
STUMBO HANSON, LLP
2887 S.W. MacVicar Avenue
Topeka, KS 66611
Tel: (785)267-3410
(785)267-9516
E-mail: todd@stumbolaw.com
As reported in the Troubled Company Reporter on June 19, 2014,
UNB objected to the approval of the compromise and settlement
stating that, among other things:
1. The compromise and settlement contemplates a subsequent
motion for sale under Rule 6004 of the Federal Rules of Bankruptcy
Procedure. The compromise and settlement is to settle certain
(but not all) outstanding litigation and to convey the real
property secured by a first mortgage lien of Bankers' Bank of
Kansas to BBOK under the provisions of Section 363(k) of the
Bankruptcy Code.
2. While UNB supports the effort to vest title in BBOK, the
motion purports to compromise a portion of the litigation pending
and fund creditors and claimants whose interest and right to
recovery have yet to be determined under the pending litigation.
3. Litigation is underway between the debtor, BBOK, UNB and the
guarantors of the BBOK and UNB debt alleging various state law
causes of action.
UNB holds a subordinate second lien on the Debtor's property. KVB
has asserted various tort and fraud related theories in its
litigation against UNB, BBOK and other third parties. KVB, at
best, holds a contingent unsecured claim or a recovery based upon
a constructive trust theory. The settlement proposal primes or
leap frogs KVB ahead of UNB and the sale mechanism attempts to
strip UNB's lien rights on the real property.
As reported in the TCR on June 4, 2014, the Debtor said that the
bankruptcy case has been subject to significant disputes in all
aspects of the operations of the Debtor and the continued
litigation between the various creditors and the Debtor. The
members of Bluejay Properties, LLC -- Opportune, LLC, comprised of
Brennan Fagan and Bill Skepnek, and Larkin Excavating, Inc., owned
by John Larkin -- have been subject to a lawsuit in Sedgwick
County demanding payment of the obligations of the Debtor under
certain guarantee agreements with BBOK. That case has been
ongoing since 2012.
In general, the compromise and settlement will:
1. establish an allowed claim of BBOK as a secured claim, which
in turn will provide an opportunity for BBOK to credit bid at an
agreed auction sale of the property. At the same time the
agreement resolves the litigation between the Debtor, BBOK, Kaw
Valley Bank and the members of Bluejay Properties.
2. creditor Kaw Valley Bank would obtain compensation on part
of its claim in the case, and would provide for a judgment against
the Debtor for its claim.
3. provide for the release of the individual members from their
guarantee agreements with BBOK, and a release from the guarantee
suit in state court.
4. leave the Debtor with only limited unsecured and contingent
claims that, upon information and belief, will be withdrawn or
satisfied by the settlement. At the same time, the agreement
allows for the Debtor to satisfy administrative costs and to file
appropriate tax returns.
Under the settlement, UNB would be allowed to protect its position
by bidding over BBOK at the auction sale. While it should not be
allowed to credit bid, as it is not owed money by the Debtor, it
can preserve its position by purchasing the property and paying
off the likely bid price by BBOK. By this, UNB obtains all the
rights that it negotiated for and obtained by filing the second
mortgage in the case. UNB has not obtained the right legally to
obtain money in satisfaction for its claim from the Debtor, only
to look towards the real property for satisfaction of its claim.
About Bluejay Properties
Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012. Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson LLP, in Topeka.
The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million. The Debtor scheduled liabilities of
$13,112,325. The petition was signed by Michael L. Thomas of TICC
Prop., managing member.
Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP. The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.
There has been no official committee of unsecured creditors
appointed in the case.
BLUEJAY PROPERTIES: Bankruptcy Court Denies Bid to Sell Property
----------------------------------------------------------------
Bankruptcy Judge Robert T. Berger has denied the Bluejay
Properties, LLC's motion for authority to sell property via
Section 363 of the Bankruptcy Code.
Objections to the motion were filed by Bankers' Bank of Kansas,
Kaw Valley Bank and University National Bank.
Upon hearing held on June 19, 2014, the Court has determined that
the matters presented in the motion are moot.
As reported in the Troubled Company Reporter on Feb. 18, 2014,
UNB stated, in its objection, that the Court must not be
distracted by the conundrum raised by the Debtor. It should act
upon its earlier observation(s) of how the case has stagnated and
act upon the request of Bankers' Bank of Kansas and appoint a
trustee.
As reported by the TCR on Jan. 15, 2014, BBOK filed a motion for
relief from automatic stay so that it may pursue foreclosure in
state court, wherein the state court will determine priorities
prior to a sale of Bluejay Properties' apartment complex in
Junction City. In the alternative, BBOK seeks dismissal of the
Debtor's bankruptcy case or appointment of a Chapter 11 trustee.
BBOK also filed an objection to the sale motion. Scott M. Hill,
Esq., at Hite Fanning & Honeyman L.L.P., on behalf of BBOK, said
the bank reserves the right to submit additional briefing related
to its motion.
In seeking to sell assets, the Debtor said its broker has
negotiated an arm's-length transaction for the sale of real estate
with Arsenault Holdings, LLC. The consideration to be paid for
the property is $10,250,000. The sale will also include an
assumption by the purchaser of all rights and obligations under
the unexpired leases with the Debtor's tenants.
Meanwhile, Patricia E. Hamilton, Esq., at Stevens & Brand LLP, in
its response to the Debtor's sale motion, requested that the Court
enter an order that KVB's constructive trust claim for the unpaid
balance be paid at the closing from the proceeds of the sale and
that the balance of the sale proceeds be held pending resolution
of remaining claims and causes of action pending in an adversary
proceeding.
Prior to the filing date, the Debtor was involved in litigation in
the District Court of Douglas County, State of Kansas, in a case
captioned University National Bank v. JMD, LLC, et al., (BJP
Litigation).
About Bluejay Properties
Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012. Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson LLP, in Topeka.
The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million. The Debtor scheduled liabilities of
$13,112,325. The petition was signed by Michael L. Thomas of TICC
Prop., managing member.
Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP. The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.
There has been no official committee of unsecured creditors
appointed in the case.
BMB MUNAI: Incurs $1.6 Million Net Loss in Fiscal 2014
------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.57 million on $0 of revenues for the year ended March 31, 2014,
as compared with a net loss of $3.08 million on $0 of revenues for
the year ended March 31, 2013.
The Company's balance sheet at March 31, 2014, showed $8.58
million in total assets, $8.60 million in total liabilities, all
current, and $19,297 total shareholders' deficit.
Eide Bailly LLP, in Salt Lake City, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended March 31, 2014. The independent auditors noted
the Company has no continuing operations that result in positive
cash flow. This situation raises substantial doubt about its
ability to continue as a going concern, the auditors said.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/LmmVyo
About BMB Munai
Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981. Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP. Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013. The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.
CAESARS ENTERTAINMENT: Tender Offers Extended Until July 7
----------------------------------------------------------
Caesars Entertainment Corporation announced that its subsidiary,
Caesars Entertainment Operating Company, Inc. "Issuer" has amended
its previously announced cash tender offers to purchase any and
all of the outstanding $791,767,000 aggregate principal amount of
its 5.625% Senior Notes due 2015 and any and all of the
outstanding $214,800,000 aggregate principal amount of its 10.00%
Second-Priority Senior Secured Notes due 2015.
The Issuer is extending the previously announced early tender
time, which was 5:00 p.m., New York City time, on June 27, 2014,
to 5:00 p.m., New York City time, on July 7, 2014. The Issuer is
also extending the previously announced expiration time, which was
5:00 p.m., New York City time, on June 27, 2014, to 5:00 p.m., New
York City time, on July 7, 2014. All other terms of the tender
offers remain unchanged.
Accordingly, holders of Notes who validly tender their Notes
before the Expiration Time will be eligible to receive the
previously announced total consideration of $1,048.75 for each
$1,000 principal amount of the 5.625% Notes and $1,022.50 for each
$1,000 principal amount of the 10.00% Notes.
The previously announced withdrawal deadline of 5:00 p.m., New
York City time, on May 19, 2014, has passed. As a result, holders
who have previously tendered Notes and those holders who tender
Notes at or before the Expiration Time may not withdraw those
Notes.
The tender offers are subject to conditions including the
Financing Condition described in the Offer Documents. If any of
the conditions are not satisfied, the Issuer may terminate the
tender offers and return tendered Notes. The Issuer has the right
to waive any of the above-mentioned conditions with respect to the
tender offers for the Notes and to consummate the tender offers.
In addition, the Issuer has the right, in its sole discretion, to
terminate any of the tender offers at any time, subject to
applicable law.
Citigroup Global Markets Inc. is acting as Dealer Manager for the
tender offers for the Notes. Questions regarding the tender
offers may be directed to Citigroup Global Markets Inc. at (800)
558-3745 (toll-free) or (212) 723-6106 (collect).
Global Bondholder Services Corporation is acting as the
Information Agent for the tender offers. Requests for the Offer
Documents may be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for brokers and banks) or (866)
470-4500 (for all others).
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 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.
As reported by the TCR on April 9, 2013, Moody's Investors Service
downgraded Caesars Entertainment Corporation's Corporate Family
Rating to Caa2.
"The downgrade of Caesars' ratings considers that its same store
EBITDA growth in 2012-2013 has failed to materialize to any
significant degree, and so Caesars' credit metrics have
deteriorated and its free cash flow deficit will be higher than
Moody's previous expectations," stated Moody's analyst Peggy
Holloway.
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.
CAPITOL CITY: Seven Directors Elected at Annual Meeting
-------------------------------------------------------
The annual meeting of the shareholders of Capitol City Bancshares,
Inc., was held on June 24, 2014, at which the shareholders elected
John L. Turner, Charles W. Harrison, Roy W. Sweat, William Thomas,
Cordy T. Vivian, Tarlee W. Brown, and Pratape Singh. The
shareholders also approved, by a non-binding advisory vote, the
executive compensation of the named executive officers of the
Company.
About Capitol City
Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company. The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.
Capitol City reported a net loss available to common shareholders
of $5.53 million in 2013, as compared with a net loss available to
common shareholders of $1.79 million in 2012. The Company's
balance sheet at March 31, 2014, showed $283.80 million in total
assets, $283.04 million in total liabilities and $756,333 in total
stockholders' equity.
Nichols, Cauley & Associates, LLC, in Atlanta, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company is operating under regulatory orders to, among
other items, increase capital and maintain certain levels of
minimum capital. As of December 31, 2013, the Company was not in
compliance with these capital requirements. In addition to its
deteriorating capital position, the Company has suffered
significant losses related to nonperforming assets, and has
significant maturities of liabilities within the next twelve
months. These matters raise substantial doubt about the ability
of Capitol City Bancshares, Inc., and subsidiaries to continue as
a going concern.
CAROLINA BEER: S&P Revises Outlook to Negative & Affirms 'B-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Mooresville, N.C.-based Carolina Beer & Beverage Holdings LLC to
negative from stable. S&P also affirmed the corporate credit
rating at 'B-', as well as its 'B-' senior secured debt rating.
The recovery rating remains '4', indicating S&P's expectation for
average recovery (30% to 50%) in the event of a payment default.
"The outlook revision reflects our assessment of Carolina's
liquidity as 'less than adequate' given its diminished revolving
credit facility availability following weak financial performance,
as well as its expected continued ramp-up of its Texas bottling
plant," said Standard & Poor's credit analyst Jean Stout.
"Operating performance is weaker than we had previously expected."
The corporate credit rating on Carolina reflects S&P's assessment
of the company's business risk profile as "vulnerable" and
financial risk profile as "highly leveraged." Key credit factors
in S&P's business risk assessment include the company's narrow
business focus, small size, and customer and geographic
concentration, as well as the risks associated with pursuing a
rapid growth policy. The financial risk profile reflects S&P's
view that the company's credit measures will remain within its
"highly leveraged" core indicative ratio ranges, with leverage
greater than 5x and funds from operations to debt less than 12%.
CENTURYTOUCH LTD: Incurs $60K Net Loss in Q1 Ended March 31
-----------------------------------------------------------
CenturyTouch Ltd. Inc. filed its quarterly report on Form 10-Q
disclosing a net loss of $60,824 on $78,792 of rental income for
the three months ended March 31, 2014, compared with a net loss of
$81,559 on $49,874 of rental income for the same period in 2013.
The Company's balance sheet at March 31, 2014, showed $4.35
million in total assets, $4.83 million in total liabilities, and
stockholders' deficit of $475,914.
As of March 31, 2014, the Company had net working capital
deficiency of $2.69 million and accumulated deficit of $749,471,
and required capital for its contemplated operation and marketing
activities to take place. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/b1lhil
CenturyTouch Ltd., Inc., owns and operates retail and multifamily
properties in the Midlands area of England. The company was
founded in 2010 and is headquartered in Grantham, the United
Kingdom.
CNO FINANCIAL: S&P Raises Issuer Credit Rating to 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issuer
credit and senior unsecured debt ratings on CNO Financial Group
Inc. (CNO) to 'BB+' from 'BB' and its issuer credit and financial
strength ratings on CNO's core operating subsidiaries (Bankers
Conseco Life Insurance Co., Bankers Life and Casualty Co.,
Colonial Penn Life Insurance Co., and Washington National
Insurance Co.) to 'BBB+' from 'BBB'. The outlook is stable.
S&P affirmed its rating on Conseco Life Insurance Co. (Conseco
Life; considered non-strategically important, with a stand-alone
credit profile of 'B') and subsequently withdrew it at the
issuer's request.
"The upgrade resulted from the sale of Conseco Life to Wilton Re,
which we believe will decrease future capital and earnings
volatility of the remaining operations," said Standard & Poor's
credit analyst David Zuber. Our upgrade of CNO Financial Group
reflects the company's continued improvement during the past few
years in operating performance and statutory capitalization.
CNO's capital and earnings volatility also decreased with the sale
of Conseco Life, creating less stress on the group to provide
capital infusions into this run-off subsidiary. The company's
competitive position continues to improve due to CNO's
predominantly captive agent force and penetration into the middle-
income and senior markets," S&P said.
The stable outlook on CNO and its core operating subsidiaries
reflects S&P's view that it is unlikely to change the rating on
CNO within the next 18-24 months. S&P expects the company to
continue to grow while improving its operating performance. Such
would be measured by a GAAP pretax operating income of between
$375 million and $400 million with a return on equity of more than
9% through 2015 excluding any unforeseen litigation or
extraordinary costs, or extraordinary expenses associated with the
disposition of Conseco Life to Wilton Re. Financial leverage
would also need to be less than 25% with improving fixed-charge
coverage of more than 6.5x. From a statutory perspective, S&P
expects the company to earn pretax GAAP operating income on a
consolidated basis of between $400 million and $425 million,
reporting a return on assets of more than 150 basis points (bps)
through year-end 2015. S&P also expects CNO to continue to
accrete earnings to its capital base, growing its capital adequacy
to our 'BBB' ratings confidence level.
S&P could raise its ratings on CNO if operating performance
improves to a level that consistently outperforms its
expectations. Such would be measured on a pretax GAAP operating
income basis of more than $450 million and a return on equity of
more than 11%, with a clear expense advantage against peers. From
a statutory perspective, S&P would seek a return on assets in
excess of 200 bps on a consistent basis, with continued accretion
of earnings to its capital base, increasing the company's capital
adequacy as measured by S&P's risk-based capital model in excess
of our 'A' ratings confidence level.
Albeit unlikely, S&P could lower the ratings on CNO if capital
adequacy were to deteriorate materially below its 'BBB' ratings
confidence level as measured by S&P's risk-based capital model.
Such can occur through significant earnings and investment losses
or by outsize litigation-related expenses. Further informing
S&P's decision will be leverage in excess of 35% and fixed-charge
coverage less than 4.0x.
COMMUNITYONE BANCORP: Board Chair Quits, Replacement Named
----------------------------------------------------------
CommunityOne Bancorp's Chair and lead independent director of its
Board of Directors, Austin A. Adams, has resigned. He has been
appointed a director at First Niagara Financial Group, and its
subsidiary bank, First Niagara Bank, N.A., a $38 billion community
oriented bank headquartered in Buffalo, New York, and banking law
prevents Mr. Austin from serving on two bank boards at the same
time.
The Board has unanimously elected Chandler J. Martin as Chair of
the Board and lead independent director in place of Mr. Adams.
Mr. Martin, 63, is the former Treasurer of Bank of America, N.A.,
Charlotte, North Carolina, where he was responsible for funding,
liquidity and interest rate risk management. Prior to that, Mr.
Martin was Bank of America's Enterprise Market and Operational
Risk Executive and the risk management executive for Global
Corporate and Investment Banking. Mr. Martin has been on the
Board of CommunityOne since it was recapitalized in October 2011.
"I have been fortunate to have the opportunity to serve
CommunityOne with a great management group and directors during
the past three years, as we have overseen the restoration to
health and service of this historic banking franchise, positioning
it for growth through the coming years," said Austin Adams. "I
leave the Board having accomplished these goals, knowing it is in
good hands under the leadership of Chan Martin."
"The CommunityOne Board has been fortunate to have Austin as its
Chair since the recapitalization of the Company," said Brian
Simpson, chief executive officer of CommunityOne. "His experience
as the former Chief Information Officer for JP Morgan Chase, and
prior to that Banc One Corp. and First Union Corp., has been
invaluable to us and we wish Austin the best. We also are
fortunate that Chan Martin, a very experienced banker with deep
risk management expertise, is on our Board and we are looking
forward to Chan's leadership as the new Board Chair."
About CommunityOne
CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.
CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012 and a $137.31 million net loss
in 2011. The Company's balance sheet at March 31, 2014, showed $2
billion in total assets, $1.92 billion in total liabilities and
$85.33 million in total shareholders' equity.
COMSTOCK MINING: 5 Directors Elected at Annual Meeting
------------------------------------------------------
Comstock Mining Inc. held its annual meeting of stockholders on
June 27, 2014, at which stockholders of the Company:
(1) elected John V. Winfield, Corrado De Gasperis, Daniel W.
Kappes, William J. Nance and Robert A. Reseigh to the Board
of Directors;
(2) ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2014; and
(3) approved on a non-binding basis the compensation of the
Company's named executive officers.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock in 2003. Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining incurred a net loss available to common
shareholders of $25.36 million in 2013, a net loss available to
common shareholders of $35.13 million in 2012 and a net loss
available to common shareholders of $16.30 million in 2011. As of
Dec. 31, 2013, the Company had $43.99 million in total assets,
$23.75 million in total liabilities and $20.24 million in total
stockholders' equity.
CTI BIOPHARMA: Completes Recruitment in Pacritinib Phase 3 Trial
----------------------------------------------------------------
CTI BioPharma Corp. has completed recruitment in the PERSIST-1
pivotal Phase 3 clinical trial of pacritinib, a novel oral
JAK2/FLT3 inhibitor that is being evaluated for the treatment of
myelofibrosis. Under the development and commercialization
agreement for pacritinib with Baxter International, Inc. (Baxter),
CTI expects to receive a $20 million development milestone payment
in connection with the first treatment dosing of the last patient
enrolled in PERSIST-1. CTI expects to achieve this milestone and
receive payment by mid-third quarter 2014.
"The PERSIST-1 clinical trial evaluating pacritinib, a novel
JAK2/FLT3 inhibitor, is the most inclusive study of myelofibrosis
patients seen in routine clinical practice to date," said Claire
Harrison, M.D., Consultant Hematologist, Guy's and St. Thomas' NHS
Foundation Trust, Guy's Hospital, London, United Kingdom and one
of the principal investigators for PERSIST-1. "Previous
randomized clinical trials have excluded patients with low
platelet counts (below 50,000-100,000 per microliter (uL)) despite
almost 30 percent of all myelofibrosis patients having disease-
related thrombocytopenia. Currently available JAK1/JAK2 inhibitors
are associated with treatment-emergent myelosuppression, including
thrombocytopenia as a side effect of their therapy requiring
reduced doses and sometimes early cessation of treatment when used
in patients with disease-related thrombocytopenia. These patients
represent an unmet medical need; a non-myelosuppressive JAK2
inhibitor would represent a significant advancement in the
treatment of this chronic disease."
The PERSIST-1 trial is the first of two Phase 3 trials in the
pacritinib development program in myelofibrosis. The second Phase
3 trial, PERSIST-2, is currently evaluating pacritinib for the
treatment of patients with low platelet counts compared to best
available therapy, including approved JAK2 inhibitors at their
recommended dose and schedule for myelofibrosis patients with
thrombocytopenia. The two clinical trials are intended to support
an anticipated New Drug Application (NDA) regulatory submission in
the U.S. in late 2015, followed by an anticipated Marketing
Authorization Application (MAA) in Europe in 2016.
"Completing recruitment in the PERSIST-1 trial is a significant
milestone in our development program for pacritinib, and we look
forward to reporting top-line results in early 2015," said James
A. Bianco, M.D., president and CEO of CTI BioPharma. "The high
physician and patient interest in participating in this trial
underscores the need for new, effective and less toxic treatment
options for patients with myelofibrosis."
The PERSIST-1 trial was designed to enroll approximately 320
patients and is a randomized, open-label, multicenter trial
comparing the efficacy and safety of pacritinib with that of best
available therapy, other than JAK inhibitors, in patients with
primary myelofibrosis, post-polycythemia vera myelofibrosis or
post-essential thrombocythemia myelofibrosis, without exclusion
for low platelet counts. The primary endpoint is the percentage
of patients achieving a greater than or equal to 35 percent
reduction in spleen volume measured by MRI or CT at 24 weeks of
treatment.
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC), formerly known as
Cell Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited. For additional
information and to sign up for email alerts and get RSS feeds,
please visit www.ctibiopharma.com.
Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $93.72
million in total assets, $37.50 million in total assets, $13.46
million in common stock purchase warrants and $42.75 million in
total shareholders' equity.
Going Concern
"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern. Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due. The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future," the Company said in its annual report
for the year ended Dec. 31, 2013.
The Company also said it may not be able to maintain its listings
on The NASDAQ Capital Market and the MTA in Italy, or trading on
these exchanges may otherwise be halted or suspended.
"Maintaining the listing of our common stock on The NASDAQ Capital
Market requires that we comply with certain listing requirements.
We have in the past and may in the future fail to continue to meet
one or more listing requirements."
Bankruptcy Warning
"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat. We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates. Some of our product
development programs depend on our ability to maintain rights
under these licenses. Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses. We may not be able to meet our obligations under
these licenses. If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company stated in the 2013 Annual Report.
CTI BIOPHARMA: Had $18.1MM Net Financial Standing at May 31
-----------------------------------------------------------
CTI BioPharma Corp. reported total estimated and unaudited net
financial standing of $18.1 million as of May 31, 2014. CTI
Consolidated Group disclosed total estimated and unaudited net
financial standing of $18.9 million at May 30, 2014.
CTI Parent Company trade payables outstanding for greater than 30
days were approximately $3.8 million as of May 31, 2014. CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $4.3 million as of May 31, 2014.
During May 2014, there were solicitations for payment only within
the ordinary course of business and there were no injunctions or
suspensions of supply relationships that affected the course of
normal business.
During the month of May 2014, the Company's common stock, no par
value, outstanding increased by 183,136 shares. Consequently, the
number of issued and outstanding shares of Common Stock as of
May 31, 2014, was 150,013,263.
A full-text copy of the press release is available at:
http://is.gd/gMsCG6
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC), formerly known as
Cell Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited. For additional
information and to sign up for email alerts and get RSS feeds,
please visit www.ctibiopharma.com.
Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $93.72
million in total assets, $37.50 million in total assets, $13.46
million in common stock purchase warrants and $42.75 million in
total shareholders' equity.
Going Concern
"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern. Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due. The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future," the Company said in its annual report
for the year ended Dec. 31, 2013.
The Company also said it may not be able to maintain its listings
on The NASDAQ Capital Market and the MTA in Italy, or trading on
these exchanges may otherwise be halted or suspended.
"Maintaining the listing of our common stock on The NASDAQ Capital
Market requires that we comply with certain listing requirements.
We have in the past and may in the future fail to continue to meet
one or more listing requirements."
Bankruptcy Warning
"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat. We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates. Some of our product
development programs depend on our ability to maintain rights
under these licenses. Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses. We may not be able to meet our obligations under
these licenses. If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company stated in the 2013 Annual Report.
CYCLONE POWER: Appoints Three New Directors
-------------------------------------------
Cyclone Power Technologies, Inc., appointed Lewis Jaffe, James E.
Hasson and Dennis A. Dudzik as new independent members to its
Board of Directors effective as of June 26, 2014. The
appointments were made pursuant to the Company's Articles of
Incorporation and Bylaws, as voted upon by the then current Board
of Directors. Each of the new appointees will serve for a period
of one year, or until sooner removed or voted off the Board by the
shareholders of the Company.
Mr. Jaffe has led the growth and successful turnarounds of more
than 20 under-performing public and private companies over the
last 30+ years as their chief executive or outside advisor,
creating over $500 million in shareholder value during this time.
Mr. Jaffe is the Co-Founder of MoviMe Network, the world's first
ultra-fast download service of Hollywood content; and chief
executive of Oxford Media Inc., a video on demand and high speed
Internet access company delivering content and services to the
hospitality industry where he grew the company to be the second
largest VOD provider in the segments they served. Mr. Jaffe is a
graduate of LaSalle University and Stanford University's Graduate
School of Business.
Mr. Hasson is an experienced executive and manager with
considerable experience in the manufacturing industry. Since 1994
he has been president and owner of Hypex, Inc., a company that
designs and builds machinery for the pharmaceutical, medical
device, aerospace, food and other specialized industries. Mr.
Hasson holds a BS in Mechanical Engineering from Drexel
University, an AS in Mechanical Engineering from Pennsylvania
State University, and attended the Management Program at
University of Pennsylvania's Wharton School.
Mr. Dudzik is the founder and president of the International
Association for the Advancement of Steam Power (IAASP), a leading
global non-profit organization dedicated to the advancement and
commercialization of modern steam power. Mr. Dudzik served on the
Board of Directors for the Aerospace Museum of California for the
museum's initial eight years, and continues on the Board in an
Emeritus capacity.
About Cyclone Power
Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation. The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.
Cyclone Power reported a net loss of $3.79 million on $715,382 of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $3 million on $1.13 million of revenues for the year ended
Dec. 31, 2012. The Company's balance sheet at March 31, 2014,
showed $1.37 million in total assets, $3.62 million in total
liabilities and a $2.25 million total stockholders' deficit.
Mallah Furman, in Fort Lauderdale, Florida, 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 dependence on outside financing, lack of
sufficient working capital, and recurring losses raises
substantial doubt about its ability to continue as a going
concern.
DELTA AIR: Moody's Raises Corporate Family Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service upgraded most ratings of Delta Air
Lines, Inc., including: the Corporate Family Rating to Ba3 from
B1, the senior unsecured to B1 from B2, and all but two of the
company's Enhanced Equipment Trust Certificates ("EETCs") by one
notch. Moody's affirmed the senior secured rating assigned to the
bank credit facilities at Ba1, the Speculative Grade Liquidity
rating at SGL-1, and the ratings on the remaining two EETCs. The
outlook remains positive.
Ratings Rationale
"The rating upgrades reflect Moody's expectation of ongoing
improvements in the company's earnings, cash flow generation and
financial leverage, which Moody's believes will continue to accrue
in upcoming years," said Senior Credit Officer, Jonathan Root.
Delta's fleet plan will require significantly less capital for
some time compared to its closest peers, American Airlines Group,
Inc. ("AAG", B1 stable) and United Continental Holdings, Inc.
("UAL" B2 positive), which will help support the generation of
significant free cash flow in upcoming years. High share of
depature ASMs approaching 80% at Atlanta's Hartsfield-Jackson
airport, effective revenue management, particularly of corporate
accounts, and its strategy in New York with a leading departure
share at LaGuardia Airport for its domestic network and a smaller,
mainly international franchise at JFK provide Delta a unit revenue
premium, driving a leading PRASM less CASM contribution versus its
two peers.
"Moody's believes that Delta will maintain its leading credit
profile amongst its nearest competitors. The favorable combination
of the location of Delta's hubs (which enable competitive if not
lower fully-loaded costs per enplaned passenger), benefits of a
mainly non-union work-force, effective revenue management
practices, and a significantly smaller order book than direct
competitors provide a solid foundation for steady improvements in
its credit metrics," continued Root.
The upgrades of the ratings of the various EETC tranches reflect
the lower probability of default. Six A-tranches issued by Delta
are now rated A3. However, Moody's affirmed the Baa1 ratings on
the NWA Series 2007-1A and the NWA Series 2002-1 G2. The NWA
Series 2007-1A debt is secured by 27 Embraer ERJ 175s, which
Moody's believes have less predictability in value over time
compared to larger aircraft. The NWA Series 2002-1 debt is secured
by one B757-300 and one Airbus A330-200, which Moody's believes
has a greater risk of a rejection under a default scenario because
of the small collateral pool and because the debt lacks cross-
default or cross-collateralization protection.
The affirmation of the senior secured rating at Ba1 reflects
changes to the composition of Delta's debt. In particular, less
pension underfunding reduces senior unsecured claims, making a
smaller first loss position and lowering relative recovery for the
secured debt, which is now rated two notches above the corporate
family rating.
The positive outlook anticipates that credit metrics could
continue to strengthen throughout 2015 if fuel remains around
recent levels and there are no significant ill effects on Delta's
yields because of strategic pricing actions by other competitors.
The SGL-1 rating signifies very good liquidity, with at least $3.0
billion of cash, $1.9 billion of committed revolving credit that
remains undrawn and anticipated free cash flow of about $2.0
billion.
The ratings could be upgraded should gross funded debt approach
$9.0 billion and adjusted debt remain below about $28.5 billion
while balancing debt pay-down, conservative liquidity management
and share repurchases, and Delta continues to strengthen its
credit metrics while funding deliveries of new aircraft. Debt to
EBITDA that approaches 3.5 times, Funds from Operations + Interest
to Interest that approaches 4.5 times and or an EBITDA margin that
approaches 20% could support an upgrade. Execution of the hub
strategy at Seattle-Tacoma with no degradation in the trajectory
of financial results that Moody's projects could also support a
ratings upgrade as could maintaining closer to $4.0 billion of
cash. The outlook could be returned to stable if Delta was unable
to sustain its EBITDA margin, possibly because of inflation in
non-fuel costs and or setting capacity too high such that yields
decline in periods when passenger demand wanes. Expectation of an
EBITDA margin that approached 15% or unrestricted cash to below
$3.0 billion would be indicators of a negative shift in the
company's credit profile. While not expected, a sustained decline
in demand that led to declines in yields of more than 8% with no
corresponding offsets to costs could pressure the ratings as could
aggregate liquidity (including availability on revolving credit
facilities) of less than $4.5 billion. Debt to EBITDA that
approaches 5.0 times, Funds from Operations + Interest to Interest
that approaches 3.0 times, Retained Cash Flow to Net Debt that
approaches 15%, a sustained increase in the cost of jet fuel that
is not offset by higher fares and or debt-funding of share
repurchases could result in a downgrade.
Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.
Upgrades:
Issuer: Clayton County Development Authority, GA
Senior Unsecured Revenue Bonds, Upgraded to B1 from B2, LGD5,
72% from a range of LGD5, 70 %
Senior Unsecured Revenue Bonds, Upgraded to B1 from B2, LGD5,
72% from a range of LGD5, 70 %
Issuer: Delta Air Lines, Inc.
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Corporate Family Rating, Upgraded to Ba3 from B1
Senior Secured Enhanced Equipment Trust Oct 15, 2014, Upgraded
to Ba1 from Ba2
Senior Secured Enhanced Equipment Trust Nov 23, 2019, Upgraded
to A3 from Baa1
Senior Secured Enhanced Equipment Trust Aug 10, 2022, Upgraded
to A3 from Baa1
Senior Secured Enhanced Equipment Trust Apr 15, 2019, Upgraded
to A3 from Baa1
Senior Secured Enhanced Equipment Trust Aug 10, 2022, Upgraded
to Ba1 from Ba2
Senior Secured Enhanced Equipment Trust Aug 10, 2014, Upgraded
to Ba2 from Ba3
Senior Secured Enhanced Equipment Trust Jul 2, 2018, Upgraded to
A3 from Baa1
Senior Secured Enhanced Equipment Trust Jan 2, 2016, Upgraded to
Ba1 from Ba2
Senior Secured Enhanced Equipment Trust Nov 23, 2015, Upgraded
to Ba2 from Ba3
Senior Secured Enhanced Equipment Trust May 7, 2020, Upgraded to
A3 from Baa1
Senior Secured Enhanced Equipment Trust May 7, 2019, Upgraded to
Ba1 from Ba2
Senior Secured Enhanced Equipment Trust Dec 17, 2019, Upgraded
to A3 from Baa1
Senior Secured Enhanced Equipment Trust Dec 17, 2016, Upgraded
to Baa3 from Ba1
Issuer: Delta Air Lines, Inc. (Old)
Senior Secured Enhanced Equipment Trust Jul 2, 2024, Upgraded to
Baa2 from Baa3
Issuer: Northwest Airlines, Inc.
Senior Secured Enhanced Equipment Trust Apr 1, 2021, Upgraded to
Ba3 from B1
Senior Secured Enhanced Equipment Trust Nov 1, 2017, Upgraded to
Baa3 from Ba1
Outlook Actions:
Issuer: Delta Air Lines, Inc.
Outlook, Remains Positive
Issuer: Delta Air Lines, Inc. (Old)
Outlook, Remains Positive
Issuer: Northwest Airlines, Inc.
Outlook, Remains Positive
Affirmations:
Issuer: Delta Air Lines, Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-1
Senior Secured Bank Credit Facility Oct 18, 2017, Affirmed Ba1,
LGD2, 17 % from a range of LGD2, 15 %
Senior Secured Bank Credit Facility Oct 18, 2018, Affirmed Ba1,
LGD2, 17 % from a range of LGD2, 15 %
Senior Secured Bank Credit Facility Apr 18, 2016, Affirmed Ba1,
LGD2, 17 % from a range of LGD2, 15 %
Senior Secured Bank Credit Facility Apr 20, 2016, Affirmed Ba1,
LGD2, 17 % from a range of LGD2, 15 %
Senior Secured Bank Credit Facility Mar 29, 2017, Affirmed Ba1,
LGD2, 17 % from a range of LGD2, 15 %
Issuer: Northwest Airlines, Inc.
Senior Secured Enhanced Equipment Trust Nov 20, 2021, Affirmed
Baa1
Senior Secured Enhanced Equipment Trust Nov 1, 2019, Affirmed
Baa1
The principal methodologies used in rating Delta Air Lines, Inc.
were the Enhanced Equipment Trust And Equipment Trust Certificates
published in December 2010 and Global Passenger Airlines published
in May 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.
EAGLE ROCK: Moody's Withdraws 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
Eagle Rock Energy Partners, L.P. The withdrawal follows the
exchange of substantially all of Eagle Rock's outstanding senior
unsecured notes due 2019 for new Regency Energy Partners LP's
(Regency, Ba2 stable) senior unsecured notes due 2019, which was
completed on July 1, 2014. This rating action concludes the rating
review initiated on January 14, 2014, after Eagle Rock signed a
definitive agreement to contribute its midstream business to
Regency and transform to a pure-play, exploration and production
(E&P) master limited partnership (MLP).
Ratings Withdrawn:
Issuer: Eagle Rock Energy Partners, L.P.
B1 Corporate Family Rating
B1-PD Probability of Default Rating
B3 Senior Unsecured Notes Rating
SGL-3 Speculative Grade Liquidity Rating
Outlook Action:
Withdraw Ratings Under Review for Downgrade
Ratings Rationale
Moody's has withdrawn the rating for its own business reasons.
Eagle Rock Energy Partners, L.P. is publicly traded master limited
partnership (MLP) headquartered in Houston, Texas.
EASTERN HILLS: Proposes Immaterial Modifications to Plan
--------------------------------------------------------
Eastern Hills Country Club asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to modify the First
Amended Chapter 11 Plan of Reorganization filed on April 17, 2014.
The Debtor assures the Court that the modifications are not
material and do not adversely affect the interest of any class of
claims or interest under the plan. The modifications have been
accepted and agreed by the classes affected by the changes.
A full-text copy of the Debtor's motion, including the changes of
the Plan, is available for free at http://is.gd/bmAm2R
The Hon. Stacey Jernigan entered, on May 22, 2014, an order
conditionally approving the First Amended Disclosure Statement
describing the First Amended Plan of Reorganization. A copy of
the Disclosure Statement is available for free at
http://is.gd/hWhQ8B
Eastern Hills' proposed Plan contemplates full payment to
creditors from the proceeds of the sale of the Debtor's golf
course. Chapter 11 Trustee Robert Yaquinto, Jr., on April 15 won
approval from the Court to sell the principal asset of the Debtor
for a gross price of $4,050,000. The Debtor expects closing of
the sale before the confirmation hearing.
Plan Objection
Secured creditor PNC Equipment Finance LLC objects to the First
Amended Plan for the reason it fails to comply with the
requirements of Section 1129 of the Bankruptcy Code in that it
unfairly discriminates, and is not fair and equitable, concerning
its Class 5 claims. PNC notes that other classes of claims that
are unsecured are being paid in full, in cash, on the effective
date of the Plan.
PNC Equipment's counsel can be reached at:
LAW OFFICE OF DONALD W. COTHERN
Donald W. Cothern
202 West Erwin St., Suite 200
Tyler, Texas 75702
Tel: (903) 595-3791
Fax: (903) 595-3796
E-mail: doncothern@sbcglobal.net
About Eastern Hills
Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities. The petition was signed by David
Harvey as president. Richard W. Ward, Esq., serves as the
Debtor's counsel.
According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range. The
golf course has been home of the Texas Womens Open since 2011.
Judge Stacey G. Jernigan presides over the bankruptcy case.
Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club. He is represented by his firm,
Sherman & Yaquinto, LLP.
On April 15, 2014, the Court granted the trustee approval to sell
the principal asset of the Debtor.
ECOTALITY INC: Plan Filing Exclusivity Extended to Aug. 13
----------------------------------------------------------
The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona extended Electric Transportation Engineering
Corporation's exclusive period to propose a Chapter 11 plan until
Aug. 13, 2014, and to solicit acceptances of that plan through
Oct. 12, 2014.
In seeking the extension, the Debtor explained that as a result of
an auction in October 2013, it was determined that the best bids
for the sale of substantially all of ECOtality's assets were by
Blink Acquisition LLC, Access Control Group, LLC, and Intertek
Testing Services NA, Inc., for an aggregate purchase price of
$4.335 million, with each party agreeing to purchase certain
assets associated with their businesses.
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Dallas, Texas,
Relates that since the closing of the sales, ECOtality and their
advisors have focused primarily on winding down the estates and
evaluating various plan structures to determine the best vehicle
for maximizing creditor recoveries.
Mr. Parker noted that although there was a reorganization plan
proposed by Blink, Blink failed to provide important information
to evaluate the proposed plan. Based upon the information
available at the time, ECOtality and the official committee of
unsecured creditors determined that a plan of liquidation would
maximize the value of the estates for the benefit of creditors.
ECOtality, in collaboration with the creditors committee, have
drafted a plan of liquidation, an accompanying disclosure
statement and solicitation materials. They intended to file the
proposed plan of liquidation during the week of May 18, 2014.
However, just before that, Blink re-engaged in discussions
regarding its plan.
Mr. Parker related that ECOtality and the creditors committee
still require substantial additional information from Blink to
make an informed judgment and have urged Blink to provide
information promptly. Assuming the information is provided in a
timely fashion, ECOtality intend to re-evaluate the
appropriateness of Blink's proposal. If the information is not
provided in on time or ECOtality determine that Blink's proposal
is not the most appropriate approach with regard to maximizing
value, then ECOtality will file and solicit votes on the currently
contemplated plan of liquidation.
Mr. Parker avers that the 45-day extension of the exclusive
periods, supported by the creditors committee, will provide
sufficient time for them to file a plan that best maximizes the
value of their estates for the benefit of creditors.
About Ecotality Inc.
Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.
Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.
The cases are assigned to Chief Judge Randolph J. Haines. The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California. The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona. FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor. The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.
Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million. Unlike most
companies in bankruptcy, Ecotality has no secured debt. It simply
ran out of money. There's $5 million owing on convertible notes,
plus liability on leases. Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department. In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.
On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.
In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.
ELITE PHARMACEUTICALS: Amends 108MM Shares Resale Prospectus
------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a post-effective amendment to its registration
statement relating to the offer and sale of up to 108,000,000
shares of common stock, par value $0.001, of the Company by
Lincoln Park Capital Fund, LLC, the selling shareholder. The
Company amended the Registration Statement to delay its effective
date.
The shares of common stock being offered by the selling
shareholder have been or may be issued pursuant to the purchase
agreement dated April 10, 2014, that the Company entered into with
Lincoln Park.
The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of shares
by the selling shareholder.
The Company will pay the expenses incurred in registering the
shares, including legal and accounting fees.
The Company's common stock is currently quoted on the Over-the-
Counter Bulletin Board, or the OTCBB, under the symbol "ELTP". On
June 26, 2014, the last reported sale price of the Company's
common stock on the OTCBB was $0.44.
A full-text copy of the amended prospectus is available for free
at http://is.gd/AXxLtd
About Elite Pharmaceuticals
Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals. The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.
Elite Pharmaceuticals disclosed a net loss attributable to common
shareholders of $96.57 million on $4.60 million of total revenues
for the year ended March 31, 2014, as compared with net income
attributable to common shareholders of $1.48 million on $3.40
million of total revenues for the year ended March 31, 2013. The
Company's balance sheet at March 31, 2014, showed $24.31 million
in total assets, $105.51 million in total liabilities and a $81.19
million total stockholders' deficit.
ELBIT IMAGING: Settles Disputes with Bank Leumi
-----------------------------------------------
Elbit Imaging Ltd. and Bank Leumi Le Israel B.M. have reached an
agreement on the terms of a proposed settlement of the parties'
disputes with respect to the Company's debt to Bank Leumi, Elbit
Imaging disclosed in a filing with the U.S. Securities and
Exchange Commission. The consummation of the Settlement is
subject to the approval of the Tel-Aviv District Court.
Under the Settlement, Bank Leumi would receive ownership of all
marketable securities held in the Company's accounts at Bank Leumi
and will offset the fair value of such securities (approximately
NIS 8.7 million based on their quoted market price) against the
Company's debt. In addition, the ordinary shares and notes
deposited in trust for the benefit of Bank Leumi pursuant to the
Company's debt restructuring would be transferred to Bank Leumi,
after deduction of that amount of ordinary shares and notes equal
in value to the Offset Amount. The Settlement would constitute
the full settlement of the Company's obligations to Bank Leumi
under the Debt Restructuring as well as the loan agreement entered
between the parties on May 5, 2011, and Bank Leumi would release
any lien registered for its benefit on the Company's assets. The
Settlement also includes a mutual waiver of claims. The balance
of the ordinary shares and notes retained in trust will be
cancelled.
Amends Prospectus with SEC
Elbit Imaging amended its Form F-1 registration statement as filed
with the SEC relating to the offer to sell up to 204,422,767 of
the Company's ordinary shares.
The Company will not receive any proceeds from the sale of the
shares by the selling shareholders.
The Company's ordinary shares are traded on the NASDAQ Global
Select Market under the symbol "EMITF" and on the Tel-Aviv Stock
Exchange, or TASE, under the symbol "EMIT." The closing price of
the Company's ordinary shares on NASDAQ on June 30, 2014, was
$0.183 per share and the closing price of the Company's ordinary
shares on the TASE on June 30, 2014, was NIS 0.63 per share (equal
to $0.183 based on the exchange rate between the NIS and the
dollar, as quoted by the Bank of Israel on June 30, 2014).
A full-text copy of the amended prospectus is available at:
http://is.gd/m0GRS2
About Elbit Imaging Ltd.
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors -
- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
Elbit Imaging reported a loss of NIS1.56 billion on
NIS360.59 million of total revenues for the year ended Dec. 31,
2013, as compared with a loss of NIS483.98 million on NIS418.48
million of total revenues in 2012. The Company's balance sheet at
Dec. 31, 2013, showed NIS4.56 billion in total assets, NIS4.97
billion in total liabilities and a NIS408.63 million shareholders'
deficit.
Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu, in Tel-Aviv, Israel, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.
EMPIRE RESORTS: Submits Sullivan Casino Proposal to NYSGFLB
-----------------------------------------------------------
Empire Resorts, Inc., through a wholly-owned subsidiary, Montreign
Operating Company, LLC, has submitted its application to the New
York State Gaming Facility Location Board for a casino to be
located 90 miles from New York City in the Town of Thompson, in
Sullivan County, NY. The casino resort will be called "Montreign
Resort Casino" and will be located at the site of Adelaar, which
is owned by EPR Properties. A complete branding initiative around
the Montreign Resort Casino will be unveiled in the coming weeks.
The total combined investment in the Montreign Resort Casino and
Adelaar is expected to be in excess of $1 billion, which includes
$630 million from Empire and additional EPR financing investments
for a waterpark hotel and adventure park, Rees Jones redesigned
"Monster" Golf Course and retail, restaurant, shopping and
entertainment properties. The size of the project, including the
amount of capital necessary to complete it, will vary based upon
the number and location of competitive licenses issued by New York
State in our region. The project has in place essentially all of
its approvals and permits to commence construction immediately
upon the awarding of a destination gaming facility license.
To support its application, Empire has obtained commitments to
provide financing from Credit Suisse AG and Kien Huat Realty III,
Limited, Empire's largest stockholder. Credit Suisse AG has
committed to provide a senior secured credit facility in an amount
of up to $478,000,000. The credit facility is subject to various
conditions precedent, including Montreign's receipt of a gaming
facility license and evidence of an equity investment in Empire of
up to $150,000,000. Empire may launch a rights offering to meet
the equity investment requirement. If Empire launches a rights
offering in support of the Montreign Resort Casino, Kien Huat has
agreed to exercise its proportionate share of subscription rights
that would be issued and, additionally, to exercise all
subscription rights not otherwise exercised by other holders, upon
the same terms as the other holders. Empire expects that the
commitments demonstrate its ability to finance the costs and
expenses of constructing the proposed Montreign Resort Casino.
Nonetheless, Empire has reserved the flexibility to reassess its
financing alternatives if it is awarded a gaming facility license.
"After years of planning and community engagement, we believe our
Montreign Resort Casino, and the non-gaming resort attractions
that encompass the overall Adelaar master plan, is exactly the
type of tourism driven development envisioned by the Upstate New
York Gaming Economic Development Act," said Emanuel Pearlman,
Chairman of the Board of Empire. "Importantly, given a process
that permits either one or two casino licenses in our region,
Empire has the advantage of committed financing in place, no
matter the competitive environment. We are confident that if
selected, our best proposal can fully rejuvenate Sullivan County
and the entire Hudson Valley economy."
"We are very excited to partner with Empire in taking this next
important step in realizing the vision we have held to and worked
towards for years," commented David Brain, president and CEO of
EPR Properties. Brain continued, "Quite simply, there is no other
location which equals the breadth of offerings we deliver as a
four season destination resort. Our guests will come for world
class golf, a first-class waterpark lodge and a special gaming
experience along with dining and shopping close by, all set in the
beautiful Catskills. Adelaar is uniquely positioned to
reinvigorate the upstate New York economy and we are ready to get
started."
"We've been working with Empire for nearly three years, and
included in this filing is Sullivan County's hopes and dreams of a
better economic future," added Sullivan County Legislature
Chairman Scott Samuelson. "This casino project and the entire
Adelaar resort development will drive significant tourism, and is
clearly the economic boost that our County needs. We could not be
more supportive of Empire and EPR's plans."
"This project will be a source of pride and true economic
development for everyone in the Town of Thompson and Sullivan
County," said Thompson Supervisor Bill Rieber. "The Town of
Thompson has granted this project full SEQRA approvals, making
this application a front runner that can rapidly deliver the jobs
and economic opportunity the Town of Thompson and Sullivan County
so richly deserve."
Peter Ward, president of the New York Hotel Motel Trades Council,
which represents over 30,000 hotel, hospitality and gaming workers
in New York and New Jersey said, "This casino resort project will
bring new energy to a depressed region of New York State by
creating dependable local union employment, while delivering
significant economic benefits for local businesses, and
consequently will have an important and positive impact on tourism
in upstate New York. Empire is not only a current strong union
partner, but a strong community partner, committed to creating
good union jobs in a region that desperately needs them."
"The entire brotherhood of the Hudson Valley Building &
Construction Trades Council is in complete support of this
project," said Todd Diorio, President of the Trades Council.
"Empire has substantially completed construction drawings and its
Project Labor Agreement is complete. Our members are looking
forward to building this project."
Cathy Paty, president and CEO of the Sullivan County Chamber of
Commerce added, "Adelaar is an amazing project which will provide
development for many years to come. It will bring financial gains
across the board for both Sullivan County residents and local
businesses. Adelaar is the spark that Sullivan County needs to
thrive once again."
Sullivan County Partnership CEO Marc Baez stated, "This
application moves Sullivan County and the Catskills one step
closer to reviving our standing as a world class resort
destination. We have already seen what Empire can do for local
businesses in this region, and we know the benefits will be far
greater if this project is approved. Our community is 100% behind
it."
"The Sullivan County and Catskills tourism industry will benefit
greatly from the addition of Adelaar to our community," said
Roberta Byron-Lockwood, President and CEO of the Sullivan County
Visitors Association. "Resort guests and employees alike will
undoubtedly explore the Sullivan County and Catskills area, and
our businesses are ready to welcome them with open arms. This
resort will afford us growth in room inventory as well positioning
in the domestic and international travel industry marketplace."
Empire has recently entered into a memorandum of understanding
with the Upstate Theater Coalition for a FairGame LLC, a coalition
of upstate theatres and venues that includes Bethel Woods Center
for the Arts, Ulster Performing Arts Center and Bardavon Opera
House. Darlene Fedun, Bethel Woods CEO stated, "I am happy to
report that we have executed a MOU with Empire Resorts which is
part of the siting evaluation criteria for a Gaming License in the
Catskill Region. Bethel Woods already knows Empire as a great
local partner and Empire understood the concerns of our
potentially impacted venues, readily and openly discussed options
and solutions, and have committed to the support of the mission of
all venues within the region. Bethel Woods and the Fairgame
coalition both support Empire's application for a casino license."
Mr. Pearlman concluded, "Led by our CEO Joseph D'Amato and
Empire's Executive management team, a stellar team of 29
professional firms and a wide variety of other experts worked
tirelessly to submit this comprehensive response to the NYSGFLB's
Request for Applications for a gaming facility license. A
remarkably voluminous submission, this comprehensive work product
represents over three years of dedication and hard work. After it
is reviewed by the NYSGFLB, we look forward to making our public
presentation as soon as possible."
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
Empire Resorts reported a net loss applicable to common shares of
$27.05 million in 2013 following a net loss applicable to common
shares of $2.26 million in 2012. As of March 31, 2014, Empire
Resorts had $38.73 million in total assets, $52.72 million in
total liabilities and a $13.98 million total stockholders'
deficit.
EMPIRE RESORTS: Kien Huat Agrees to Exercise Subscription Rights
----------------------------------------------------------------
Kien Huat had reached agreement with Empire Resorts, Inc., on a
commitment to execute a standby purchase agreement whereby Kien
Huat would exercise the subscription rights it receives pursuant
to a proposed rights offering within 10 days of grant.
A wholly-owned subsidiary of Empire Resorts submitted an
application to the State of New York Gaming Commission on June 27,
2014, to obtain a license for a destination gaming resort issued
by the State of New York Gaming Commission pursuant to The Upstate
New York Gaming Economic Development Act of 2013. If the Gaming
License is awarded, in order to finance a portion of the costs and
expenses related to the award of that Gaming License and the
Project, the Company said it intends to distribute to all holders
of Common Stock and Series B Preferred Stock, subscription rights
to purchase additional shares of Common Stock, subject to certain
terms and conditions. The Proposed Rights Offering would raise up
to a maximum amount of $150 million, plus the amount necessary to
redeem the Issuer's Series E Preferred Stock, depending upon a
variety of factors related to the award of the Gaming License and
the financing of the Project.
In addition, Kien Huat would exercise all subscription rights not
otherwise exercised by the other holders to purchase Offered
Shares in the Proposed Rights Offering, upon the same terms as the
other holders. The Company agreed to pay a fee to Kien Huat, of
which a portion was due upon execution of the commitment and a
portion is due upon closing of the Pro Rata Purchase. However,
Kien Huat's commitment to make the Pro Rata Purchase and the
Standby Purchase, and the commencement of the Proposed Rights
Offering, are subject to certain conditions, including the award
of the Gaming License to the Project Subsidiary.
As of June 11, 2013, Kien Huat Realty III Limited beneficially
owned 22,689,443 shares of common stock of Empire Resorts
representing 62.7 percent of the shares outstanding as disclosed
in a regulatory filing with the U.S. Securities and Exchange
Commission.
A full-text copy of the regulatory filing is available at:
http://is.gd/oM8ejb
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
Empire Resorts reported a net loss applicable to common shares of
$27.05 million in 2013 following a net loss applicable to common
shares of $2.26 million in 2012.
As of March 31, 2014, Empire Resorts had $38.73 million in total
assets, $52.72 million in total liabilities and a $13.98 million
total stockholders' deficit.
ENERGY FUTURE: Said to Revise Loan Backing Restructuring
--------------------------------------------------------
Richard Bravo and Mary Childs, writing for Bloomberg News,
reported that the jockeying has begun for the prized asset of
Energy Future Holdings Corp., which filed for bankruptcy in April
with about $50 billion of debt after the largest leveraged buyout
in history. According to the Bloomberg report, citing two people
with knowledge of the situation who asked not to be identified
because the talks are private, Energy Future passed on an offer
over the weekend by NextEra Energy Inc. and a group of second-lien
bondholders to provide a loan that might have converted into
majority ownership in the company's regulated power unit.
Instead, it's pursuing a sweetened $1.9 billion loan agreement
with a different group of creditors, the Bloomberg report related.
NextEra and the group of investors that hold second-lien notes
control the Oncor power distribution business. Reuters said on
June 24 that shares of NextEra were up about 1.3 percent at
$100.76 near a 52-week high, in afternoon trade on the New York
Stock Exchange.
BankruptcyData said Energy Future filed a Form 8-K with the U.S.
Securities and Exchange Commission, announcing entry into a first-
lien D.I.P. financing facility. The filing explains that "on
June 19, 2014, the Energy Future Intermediate Holdings Debtors
entered into a $5.4 billion first-lien debtor-in-possession
financing facility with the lenders party thereto and Deutsche
Bank AG, as administrative and collateral agent. Approximately
$1.8 billion of loans issued under the EFIH first lien D.I.P.
facility were issued directly to holders of EFIH First Lien Notes
in exchange for such notes in the EFIH first lien settlement. The
remaining loans issued under the facility were issued for cash,
and the net proceeds of such issuance totaled approximately $3.6
billion. Approximately $2.4 billion of such net cash proceeds were
used to repay, pursuant to U.S. Bankruptcy Court order, all
remaining outstanding EFIH First Lien Notes (including accrued but
unpaid interest at the non-default contract rate) held by the non-
settling holders of EFIH First Lien Notes (without the payment of
any alleged premium, makewhole or similar amount). The remaining
net cash proceeds (approximately $1.1 billion) will be held by
EFIH and are expected to be used, together with the net cash
proceeds of the proposed offering of second lien subordinated
debtor-in-possession notes by the EFIH Debtors and cash on hand,
subject to Court approval, for the EFIH Debtors' proposed
settlement and repayment of their Second Lien Notes and for other
general corporate purposes."
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Energy Future must persuade the bankruptcy court on
June 30 to let it borrow another $1.9 billion over the Official
Committee of Unsecured Creditors' assertion that the loan will
actually be a "significant liquidity drain." According to Mr.
Rochelle, the Committee says approving the $1.9 billion financing
will "prematurely tilt" the Chapter 11 case toward consummation of
the pre-bankruptcy restructuring support agreement before a plan
is even filed with the court. Law360 reported that a group of
unsecured Noteholders of Energy Future urged the bankruptcy judge
to reject the power company's request for approval of the $1.9
billion DIP facility to pay off second-lien notes issued by EFIH.
About Energy Future Holdings, fka TXU Corp.
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion. The
Debtors have $42 billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
EURAMAX HOLDINGS: Cuts Positions in North American Operations
-------------------------------------------------------------
Euramax Holdings, Inc., announced continued progress related to
certain performance improvement initiatives launched earlier this
year.
In March 2014, the Company reported gaining access to additional
liquidity through an amendment to its revolving credit facility.
Subject to meeting certain required financial ratios, minimum
EBITDA levels and other conditions, the amendment provides greater
borrowing capacity of up to $15 million via multiple seasonal
overadvance facilities. Additionally, in May 2014, the Company
reported the implementation of a new North American management
structure that aligned sales and operational roles around
customer-facing opportunities intended to drive speed of
execution, while enabling the Company to provide innovative
solutions and high quality products to its customers in the North
American markets. Further, the Company announced the promotion of
its European business leader to President, Managing Director of
the international business, demonstrating a renewed commitment to
international markets and customers.
The Company announced that after an ongoing review of its North
American operations, it took steps to rationalize its workforce
and to invest in select value-creating officer roles. These
actions over the last few months led to the elimination of certain
non-essential salaried positions in the Company's North American
business.
Hugh Sawyer, interim president of Euramax Holdings, Inc., and a
professional in Huron Consulting Group's Business Advisory
Practice commented, "This reduction in salaried roles properly
sizes the business and we believe this will result in a more
competitive platform. Further, we have finalized the execution of
this initiative and anticipate that it will provide both
meaningful operational and cost benefits."
The Company also reported that it closed its manufacturing
facility in Idabel, Oklamoma, and combined its operations with the
Company's facility in Grapevine, Texas. Sawyer said, "This
facility closure and operational integration reduces manufacturing
and freight costs while enabling us to serve customers with a more
comprehensive product line from a single location. This decision
is an example of the opportunities Euramax has to improve its
operations for the benefit of our customers and other
stakeholders."
The Company also announced the addition of proven business leaders
in three newly-created positions, each of whom is capable of
further accelerating economic improvement. Euramax hired Tyrone
Johnson as vice president and general manager of the Company's
Residential segment, Joseph Marinelli as the Company's new vice
president and general manager of key growth markets, including
RV/OEM, transportation and windows, and Frank McDermott as vice
president of Supply Chain Management. Further commenting, Sawyer
stated, "With these experienced, outstanding executives in place,
we are now well positioned to optimize opportunities for earnings
improvement and to better serve our customers throughout North
America."
The Company expects to file its second quarter results the week of
August 4th with a conference call scheduled for the following
week.
About Euramax
Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005
by management and Goldman Sachs Capital Partners.
Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).
Euramax Holdings reported a net loss of $24.89 million on $826.67
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $36.76 million on $837.14 million of net sales
for the year ended Dec. 31, 2012. The Company incurred a net loss
of $62.71 million in 2011. Euramax Holdings' balance sheet at
March 28, 2014, showed $593.21 million in total assets, $721.29
million in total liabilities and a $128.08 million total
shareholders' deficit.
Bankruptcy Warning
"Any default under the agreements governing our indebtedness,
including a default under the ABL Credit Facility and the Senior
Unsecured Loan Facility, that is not waived by the required
holders of such indebtedness, could leave us unable to pay
principal, premium, if any, or interest on the Notes and could
substantially decrease the market value of the Notes. If we are
unable to generate sufficient cash flow and are otherwise unable
to obtain funds necessary to meet required payments of principal,
premium, if any, or interest on such indebtedness, or if we
otherwise fail to comply with the various covenants, including
financial and operating covenants, in the instruments governing
our existing and future indebtedness, including the ABL Credit
Facility and the Senior Unsecured Loan Facility, we could be in
default under the terms of the agreements governing such
indebtedness. In the event of such default, the holders of such
indebtedness could elect to declare all the funds borrowed
thereunder to be due and payable, together with any accrued and
unpaid interest, the lenders under the ABL Credit Facility could
elect to terminate their commitments, cease making further loans
and institute foreclosure proceedings against the assets securing
such facilities and we could be forced into bankruptcy or
liquidation," the Company said in the 2013 Annual Report.
* * *
As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1. The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.
As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.
"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto. "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.
EXIDE TECHNOLOGIES: DIP Loan Increased to $85MM; Plan Due July 31
-----------------------------------------------------------------
Exide Technologies on June 27, 2014, obtained two amendments to
the Amended and Restated Superpriority Debtor-in-Possession Credit
Agreement, dated as of July 12, 2013, by and among the Company, as
US Borrower, Exide Global Holding Netherlands C.V., as Foreign
Borrower, the lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as Agent.
The first of the two amendments extends to July 31, 2014 the
milestone for the Company to file a plan of reorganization with
the Bankruptcy Court, eliminates the deadline for soliciting
acceptance of the Plan, and increases the maximum amount of the
letters of credit that can be issued under the DIP Credit
Agreement from $75 million to $85 million.
The Company also contemporaneously secured an amendment that
extends the delivery date for its financial statements for fiscal
year 2014 from 90 days following fiscal year-end until August 15,
2014.
A copy of Amendment No. 4, dated as of June 27, 2014, to the
Amended and Restated Superiority Debtor-in-Possession Credit
Agreement, dated as of July 12, 2013, by and among Exide
Technologies, a Debtor and a Debtor-in-Possession under Chapter 11
of the Bankruptcy Code, as US Borrower, Exide Global Holding
Netherlands C.V., as Foreign Borrower, the lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as Agent, is
available at http://is.gd/J3nBgC
A copy of Amendment No. 5, dated as of June 27, 2014, to the
Amended and Restated Superiority Debtor-in-Possession Credit
Agreement, dated as of July 12, 2013, by and among Exide
Technologies, a Debtor and a Debtor-in-Possession under Chapter 11
of the Bankruptcy Code, as US Borrower, Exide Global Holding
Netherlands C.V., as Foreign Borrower, the lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as Agent, is
available at http://is.gd/OTwgZp
About Exide Technologies
Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.
Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.
Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013. Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.
Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.
For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.
The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel. Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors. Geosyntec Consultants was
tapped as environmental consultants to the Committee.
Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner. He has hired his own firm as
counsel.
EXIDE TECHNOLOGIES: Inventory Overstatement Delays Annual Report
----------------------------------------------------------------
Exide Technologies said in a regulatory filing with the Securities
and Exchange Commission that it was not in a position to file its
Annual Report on Form 10-K for the fiscal year ended March 31,
2014, within the prescribed time period due to certain
circumstances.
The Company recently became aware of an inventory overstatement at
its Canon Hollow, Missouri recycling facility. As a result of
this information, the Audit Committee of the Board of Directors is
conducting an independent investigation to determine the size,
scope and duration of the inventory overstatement and what, if
any, effect the results of the investigation will have with regard
to previously reported fiscal 2014 interim financial information,
and to the Company's assessment of its internal control over
financial reporting and disclosure controls and procedures.
Consequently, the Company is unable to file its Form 10-K for the
fiscal year ended March 31, 2014 within the prescribed time period
without unreasonable effort and expense. The Company is working
diligently to complete and file its Form 10-K for the fiscal year
ended March 31, 2014, but is unable to predict a specific date at
this time.
About Exide Technologies
Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.
Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.
Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013. Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.
Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.
For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.
The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel. Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors. Geosyntec Consultants was
tapped as environmental consultants to the Committee.
Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner. He has hired his own firm as
counsel.
FINJAN HOLDINGS: Unit Files New Patent Suit vs. Symantec
--------------------------------------------------------
Finjan Holdings, Inc.'s subsidiary, Finjan, Inc., had filed a
patent infringement lawsuit against Symantec Corporation
(Symantec), alleging infringement of Finjan patents relating to
endpoint, web, and network security technologies.
The complaint, filed in the U.S. District Court for the Northern
District of California, alleges that Symantec's products and
services infringe upon five of Finjan's patents. In the
complaint, Finjan is seeking undisclosed damages from Symantec.
"Finjan's broad patent portfolio covering behavior-based threat
detection technology generally deployed across the endpoint, web,
and networking markets is the result of years of substantial R&D,"
commented Finjan's president, Phil Hartstein. "In today's
environment, information security breaches pose significant risks
to everyone with potentially crippling results, thereby making
proactive detection online security technologies, such as
Finjan's, in high demand if not a necessity."
"We have had a long standing dispute with Symantec over its
unauthorized use of our patented technologies so we are compelled
to preserve our valuable rights for our shareholders and our
licensees through this enforcement action. It is Finjan's
intention and desire to resolve this and other similar matters by
granting fair and reasonable licenses to those who practice our
inventions," Mr. Hartstein stated.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan Holdings reported a net loss of $6.07 million in 2013
following net income of $50.98 million in 2012. The Company
reported a net loss of $2 million on $175,000 of revenues for the
three months ended March 31, 2014. The Company's balance sheet at
March 31, 2014, showed $26.91 million in total assets, $1.55
million in total liabilities and $25.35 million in total
stockholders' equity.
FIRED UP: 341 Meeting Presiding Officer Reports Non-Compliance
--------------------------------------------------------------
Deborah A. Bynum, presiding officer in the meeting of creditors
held on May 13, 2014, in the Chapter 11 case of Fired Up, Inc.,
submitted on May 21, a report disclosing that:
1. The Debtor agreed to amend Schedules B, D, and G of its
schedules of assets and liabilities as discussed on the record.
No amendments were filed as of May 21.
2. The U.S. Trustee employment agreements between creditor FRG
Capital, LLC, and the Debtor; and lease with FRG. No agreements
or lease have been provided to date.
3. The U.S. Trustee provided the Debtor with returned notices
so matrices could be amended as appropriate.
From the second held 341:
Schedule F amendments to add any critical vendors, rejection
damage claimants, or other creditor at time of filing not
already scheduled. Amendment can coincide with disclosure
filing. Updates to Schedule F can be done as exhibit to
disclosure statement, but amendments will need to be filed
as amended schedules.
About Fired Up, Inc.
Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin. The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin. It estimated assets and
debt of $10 million to $50 million.
As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).
The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants. The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation. In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.
For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million. For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.
The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.
Creed Ford III is the majority shareholder and has served as
president and CEO since 2008. Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.
The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors. The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.
FIRED UP: BKD's Drews Approved as Accountants
---------------------------------------------
Bankruptcy Judge Tony M. Davis signed off on an agreed order
authorizing Fired Up, Inc., to employ BKD, LLC and R. Eric Drews
as audit accountants and tax professional.
Pursuant to the order, the Debtor is authorized to employ BKD as
its audit accountants and tax professionals from the Petition date
through May 31, 2014, and thereafter as audit accountants only in
accordance with and on the terms described in the application as
may be modified by the order.
Additionally, the Debtor is authorized to employ Drews as its tax
professionals beginning on June 1, 2014.
The Debtor, in its April 28 application, said that it sought to
initially retain BKD both audit accounts and tax professionals.
As of June 1, 2014, Drews will have established his own practice
and, at that time, the Debtor was seeking to have BKD continue as
audit accountants for the Debtor and have Drews continue to handle
Debtor's tax matters through his own practice.
The Debtor said BKD is owed for fees incurred during the week
prior to bankruptcy. BKD did not receive a retainer.
To the best of the Debtor's knowledge, BKD and Drews are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Fired Up, Inc.
Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin. The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin. It estimated assets and
debt of $10 million to $50 million.
As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).
The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants. The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation. In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.
For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million. For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.
The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.
Creed Ford III is the majority shareholder and has served as
president and CEO since 2008. Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.
The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors. The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.
FIRED UP: Wants Until Oct. 23 to Decide on Unexpired Leases
-----------------------------------------------------------
Fired Up, Inc. has filed a motion with the Bankruptcy Court
seeking to extend until Oct. 23, 2014, its time to assume or
reject leases of non-residential real property.
A hearing on the matter was set for July 3, 2014, at 1:30 p.m.
As of the Petition Date, the Debtor owned and operated 46 company
owned stores known as Johnny Carino's Italian in seven states.
There was either a "full" or "ground" lease between the Debtor and
a landlord for each location.
The Debtor also held a number of leaseholds where it was no long
conducting business: 17 of these leases were rejected effective on
or shortly after the Petition Date. These remaining restaurant
leases are all currently in effect.
In addition to the leases for each of its restaurants, the Debtor
was also a party to a lease with Galleria Texas, LLC for the space
which held its corporate operations through November of 2013 and a
sub-lease for that space with Cloud Imperium Games, LLC, which was
executed on or about Nov. 25, 2013. The Debtor's corporate
headquarters are located at 1514 RR 620 South in Austin pursuant
to a sublease with Ford Restaurant Group, Inc. and at 3555 RR 620
pursuant to a lease with Moondance Investments, Ltd. Both
agreements were executed on Dec. 1, 2013, for an initial lease
term of 15 years. The Debtor also had as of the Petition Date
rental agreements for 12 warehouse spaces, most of which were
month-to-month.
Lastly, the Debtor is a party to sub-leases and management
services agreements with SIK Texas License Corp., which holds the
mixed beverage permits for each of the Debtor's restaurants in
Texas, and with SIK Texas License Corp. Kansas which holds the
permit for the sale of alcoholic beverages in Debtor's one Kansas
location.
The initial deadline for the Debtor to assume or reject its leases
pursuant to the provision is July 25, 2014.
About Fired Up, Inc.
Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin. The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin. It estimated assets and
debt of $10 million to $50 million.
As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).
The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants. The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation. In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.
For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million. For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.
The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.
Creed Ford III is the majority shareholder and has served as
president and CEO since 2008. Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.
The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors. The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.
FIRED UP: Pachulski Stang Approved as Creditors Committee Counsel
-----------------------------------------------------------------
Bankruptcy Judge Tony M. Davis on June 9, 2014, signed off on an
agreed order authorizing the Official Committee of Unsecured
Creditors in the Chapter 11 case of Fired Up, Inc., to retain
Pachulski Stang Ziehl & Jones LLP as counsel as of April 8, 2014.
On May 21, the Committee responded to the objection to employ
PSZ&J, stating that it must not be deprived of its choice of
experienced counsel, especially in light of the fact that equity
is out of the money in the case and unsecured creditors are the
only economic constituency in the estate.
The Debtor, in its objection to the retention, stated that the
rates sought to be charged by the Committee's attorneys far exceed
the market rate for professionals of similar experience and
capability in Austin, Texas.
The firm's Bradford J. Sandler, Esq., has assured the Court that
PSZ&J is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
The hourly rates of the firm's personnel are:
Mr. Sandler $775
Joshua M. Fried $725
Peter Keane $475
About Fired Up, Inc.
Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin. The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin. It estimated assets and
debt of $10 million to $50 million.
As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).
The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants. The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation. In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.
For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million. For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.
The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.
Creed Ford III is the majority shareholder and has served as
president and CEO since 2008. Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.
The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors. The Commitee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.
FLUX POWER: Esenjay Reports 55% Equity Stake
--------------------------------------------
Flux Power Holdings entered into a loan conversion agreement with
Esenjay Investments LLC, the Company's major stockholder and
principal credit line holder, pursuant to which the Company issued
to the Company (1) 12,100,000 shares of common stock (based on
$0.24 per share), and (2) a warrant to purchase up to 1,900,000
shares of common stock for a term of 3 years at an exercise price
of $0.30 per share, in exchange for the cancellation of a total
principal amount of $2,586,000 outstanding under the Secondary
Revolving Promissory Note, the Bridge Loan Promissory Note and the
Unrestricted Line of Credit, with the Company, plus $304,070 in
accrued interest on such Principal Amount as of June 4, 2014.
Under the Conversion Agreement, the Company agreed to waive any
interests accrued on the Principal Amount after June 4, 2014; and
agreed to accept the Shares and Warrant as payment of Debt in
complete and full satisfaction.
As a result of the Loan Conversion, Esenjay beneficially owns an
aggregate of 52,736,290 shares of the Company. Mr. Johnson, by
virtue of his ownership and control of Esenjay, is deemed to
beneficially own 53,103,010 shares of common stock of the Company,
of which 52,736,290 shares are directly owned by the Company and
366,720 shares represents Mr. Johnson's right to acquire shares of
common stock of the Issuer within sixty days upon exercise of his
options. Beneficial ownership of 53,103,010 shares represents
approximately 55.58% of such outstanding class of the Issuer's
securities. The percentage calculation is based on 81,174,113
shares of common stock outstanding as reported in the Form 10-Q
filed May 15, 2014.
A full-text copy of the regulatory filing is available at:
http://is.gd/kIIpU6
About Flux Power
Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.
Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
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
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
The Company's balance sheet at March 31, 2014, showed $1.45
million in total assets, $4.30 million in total liabilities and a
$2.85 million total stockholders' deficit.
Bankruptcy Warning
"If we are unable to increase sales of our products or obtain
additional funding in the near future, our cash resources will
rapidly be depleted and we may be required to further materially
reduce or suspend operations, which would likely have a material
adverse effect on our business, stock price and our relationships
with third parties with whom we have business relationships, at
least until additional funding is obtained. If we do not have
sufficient funds to continue operations, we could be required to
liquidate our assets, seek bankruptcy protection or other
alternatives that would likely result in our receiving less than
the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or some
of their investment in us," the Company stated in the quaterly
report for the period ended March 31, 2014.
FOREST LABORATORIES: Moody's Withdraws Ba1-PD Default Rating
------------------------------------------------------------
Moody's Investors Service upgraded the senior notes of Forest
Laboratories, Inc. to Baa3 from Ba1 as a result of the
close of the acquisition of Forest by Actavis plc. Actavis plc is
the ultimate parent of Actavis, Inc. and Actavis Funding SCS
(altogether, "Actavis"), both of which are rated Baa3. The upgrade
reflects the credit strength of the combined company as well as
the guarantee provided by Actavis plc. As a consequence of the
transaction, Moody's has withdrawn the Corporate Family Rating,
Probability of Default Rating and Speculative Grade Liquidity
Rating of Forest. The outlook is stable.
Upgrades:
Issuer: Forest Laboratories, Inc.
US$1050M 4.375% Senior Unsecured Regular Bond/Debenture Feb 1,
2019, Upgraded to Baa3 from Ba1
US$750M 4.875% Senior Unsecured Regular Bond/Debenture Feb 15,
2021, Upgraded to Baa3 from Ba1
US$1200M 5% Senior Unsecured Regular Bond/Debenture Dec 15, 2021,
Upgraded to Baa3 from Ba1
Outlook Actions:
Issuer: Forest Laboratories, Inc.
Outlook, Changed To Stable From Rating Under Review
Withdrawals:
Issuer: Forest Laboratories, Inc.
Probability of Default Rating, Withdrawn , previously rated
Ba1-PD
Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-1
Corporate Family Rating, Withdrawn , previously rated Ba1
Ratings Rationale
The Baa3 rating on the Forest bonds reflects the guarantee by
Actavis plc. Going forward, the rating will be tied to the credit
profile of Actavis. Multiple acquisitions and Actavis' tax and
legal structure have resulted in a complex capital structure,
details of which can be found in Moody's report, Actavis: All Baa3
Debt is Not Created Equal on www.moodys.com. Please also refer to
the credit opinion and other research on Actavis plc, Actavis,
Inc. and Actavis Funding SCS for more information.
The Baa3 rating reflects Actavis' significant size and scale in
the global generic pharmaceutical market. Moody's anticipates that
the company will have annual revenue and EBITDA in excess of $15
billion and $4 billion, respectively. The company's revenue will
be roughly evenly split between generic pharmaceuticals and
branded pharmaceuticals with a well diversified portfolio of
products and dosage forms. The Baa3 is also supported by the
company's track record of deleveraging following acquisitions and
its willingness to use equity in order to maintain credit metrics
that are generally in-line with Moody's expectations for an
investment grade rating.
The rating is constrained by Actavis' aggressive acquisition
appetite as well as by elevated financial leverage (as measured by
adjusted debt to EBITDA). Moody's estimates that initial pro forma
debt to EBITDA is just under 4.0x (not including any future cost
savings or synergies). However, Moody's expects this to decline
rapidly due to growth in EBITDA (as synergies are achieved) and
repayment of debt with free cash flow. However, given the rapid
consolidation occurring in the pharmaceutical industry, Actavis
will likely continue to pursue acquisitions which could increase
leverage and integration risk in the future.
Though not expected given Actavis' acquisition appetite, Moody's
could over time upgrade the ratings if the company maintains
healthy organic revenue and EBITDA growth, and successfully
integrates and realizes synergies from its recent acquisitions.
Consideration of an upgrade would also require Actavis to maintain
a conservative capital structure, including sustaining debt/EBITDA
below 3.0 times.
Moody's could downgrade Actavis' ratings if the company encounters
significant integration challenges or deterioration in operating
performance due to declines in key branded franchises, significant
margin pressure in the generic pharmaceutical business or failure
to achieve expected synergies. Specifically, failure to reduce
debt/EBITDA to 3.5 times within 12-18 months of the acquisition of
Forest could lead to a downgrade.
The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012.
Headquartered in Dublin, Ireland, Actavis, plc (NYSE: ACT) is one
of the world's largest generic pharmaceutical companies. Actavis
also has a growing specialty branded drug business, as well as a
generic drug distribution business ("Anda").
FOUNDATION HEALTHCARE: Signs Loan Agreement with Bank SNB
---------------------------------------------------------
Foundation Healthcare, Inc., entered into a loan agreement with
Bank SNB, National Association, and Texas Capital Bank. The SNB
Credit Facility was used to consolidate all of the Company's and
the Company's subsidiaries' debt in the principal amount of $27.5
million and provides for an additional revolving loan in the
amount of $2.5 million. The Company has also entered into a
number of ancillary agreements in connection with the SNB Credit
Facility, including deposit account control agreements, subsidiary
guarantees, security agreements and promissory notes.
The Term Loan matures on June 30, 2021, and the Revolving Loan
matures on June 30, 2016.
The interest rate for the Term Loan and Revolving Loan is 30-day
LIBOR plus the Applicable Margins based on the Company's Senior
Debt Ratio.
A full-text copy of the Loan, Security and Guaranty Agreement is
available for free at http://is.gd/h27cVt
http://is.gd/h27cVt
CFO Appointment
Hubert King, 66, was named Foundation Healthcare's chief financial
officer and the Company's principal financial officer on July 1,
2014. From April 2010 to April 2014, Mr. King served as vice
president and chief financial officer of SoutheastHEALTH which is
a four hospital system consisting of a tertiary care hospital with
three satellite hospital facilities and multiple outpatient
facilities. From 2006 to January 2010, Mr. King held various
positions with Quorum Health Resources including roles as chief
executive officer and chief financial officer of a community
hospital in Texas and chief operating officer and chief financial
officer of a three hospital health system in California. Mr.
King's career includes other positions as chief financial officer
of hospitals and healthcare systems. From 1995 to 1998, Mr. King
founded and owned a consulting services company in Florida that
was focused on providing consulting services to hospitals. Mr.
King began his career in public accounting. Mr. King is a
Certified Public Accountant (inactive) and holds a M.B.A. from
Southern Methodist University and a B.S.B.A. in accounting from
the University of Central Florida.
As chief financial officer, Mr. King will receive an annual base
salary of $220,000 and will be eligible to earn a bonus up to 75%
of his base salary if the Company meets certain earnings target
and other objectives to be determined by the Company's
Compensation Committee. In addition, Mr. King is expected to be
awarded a restricted stock grant of 1,000,000 shares of the
Company's common stock. The stock award vests over a five year
period beginning on Jan. 1, 2015 except if Mr. King voluntarily
resigns or is terminated for cause.
The Company said there are no other arrangements or understandings
pursuant to which Mr. King was selected as the Company's chief
financial officer. There are no family relationships among any of
the Company's directors, executive officers, and Mr. King.
On July 1, 2014, and in connection with the appointment of Mr.
King, Mark R. Kidd resigned his position as chief financial
officer and principal financial officer. In May 2014, Mr. Kidd
agreed to be named as interim chief financial officer. Mr. Kidd
will continue to serve as the Company's secretary and will also
serve as the Company's SEC reporting manager, a position he held
prior to becoming chief financial officer.
About Foundation Healthcare
Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas. The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.
Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals. The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements. Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.
Foundation Healthcare reported a net loss attributable to
Foundation Healthcare common stock of $20.42 million on $93.14
million of revenues for the year ended Dec. 31, 2013, as compared
with net income attributable to Foundation Healthcare common stock
of $2.45 million on $52.97 million of revenues in 2012. The
Company's balance sheet at Dec. 31, 2013, shows $55.27 million
in total assets, $61.85 million in total liabiities, $8.70 million
in preferred noncontrolling interests and a $15.27 million total
deficit.
Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company had insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GAYETY CANDY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gayety Candy Co., Inc.
3306 Ridge Rd,
Lansing, IL 60438-3112
Case No.: 14-24750
Chapter 11 Petition Date: July 2, 2014
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Eugene R. Wedoff
Debtor's Counsel: Chester H. Foster, Jr., ARDC
FOSTER LEGAL SERVICES, PLLC
3825 W 192nd St
Homewood, IL 60430
Tel: 708 799-6300
Fax: 708 799-6339
Email: chf@fosterlegalsvcs.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James L. Flessor, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-24750.pdf
GLOBAL ARENA: Amends 2014 First Quarter Report
----------------------------------------------
Global Arena Holding, Inc., disclosed a net loss of $349,643 on
$7.59 million of total revenues for the three months ended
March 31, 2014, as compared with a net loss of $994,621 on $2.18
million of total revenues for the same period in 2013.
The Company's balance sheet at March 31, 2014, showed $1.65
million in total assets, $4.78 million in total liabilities and
stockholders' deficit of $3.13 million.
The Company has generated recurring losses and cash flow deficits
from operations since inception and has had to continually borrow
to continue operations. In addition, the Company is in default of
certain notes outstanding and is subject to the holders' continued
forbearance of not demanding payment. These matters raise
substantial doubt about the Company's ability to continue as a
going concern, according to the regulatory filing.
A copy of the Form 10-Q/A filed with the Securities and Exchange
Commission is available at:
http://is.gd/3L4NaM
About Global Arena
New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware. The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:
Global Arena Investment Management LLC provides investment
advisory services to its clients. GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker. Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions. Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees. GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor. Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.
Global Arena disclosed a net loss attributable to common
stockholders of $2.44 million in 2012, as compared with a net loss
attributable to common stockholders of $2.75 million in 2011.
Wei, Wei & Co., LLP, in New York, 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 suffered recurring losses since inception,
experiences a deficiency of cash flow from operations and has a
stockholders' deficiency. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
GRIDWAY ENERGY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Gridway Energy Holdings, Inc., et al., its schedules of assets and
liabilities in the U.S. Bankruptcy Court for the District of
Delaware, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0.00
B. Personal Property $72.25
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $29,235,718.33
E. Creditors Holding
Unsecured Priority
Claims $0.00
F. Creditors Holding
Unsecured Non-priority
Claims $96,978.20
----------------- -----------------
TOTAL $72.25 $29,332,696.53
About Gridway Energy
Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.
The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S. A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.
The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations. Gridway defaulted on $60 million
of debt.
Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer. But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.
The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP. They employed Omni
Management Group, LLC, as claims and notice agent.
Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.
The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.
Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.
HALLIBURTON CO: Shareholder Class Suits Curbed by Supreme Court
---------------------------------------------------------------
Greg Stohr, writing for Bloomberg News, reported that the U.S.
Supreme Court tightened the limits on class-action lawsuits by
shareholders, giving a partial victory to Halliburton Co. while
stopping short of abolishing those suits altogether.
According to the report, Halliburton and business groups had
sought to overturn a 1988 precedent and effectively end class-
action fraud suits over securities bought on public exchanges. A
divided court today refused, with Chief Justice John Roberts
saying Halliburton hadn't shown "the kind of fundamental shift in
economic theory" that would warrant overruling the precedent, the
report related.
HORIZON LINES: Samuel Woodward Quits as Pres., CEO and Director
---------------------------------------------------------------
Samuel A. Woodward resigned as president, chief executive officer
and member of the Board of Directors of of Horizon Lines, Inc.,
effective June 27, 2014.
Pursuant to an agreement with the Company effective June 27, 2014,
Mr. Woodward will receive (i) five months of base salary totaling
$250,000 payable in accordance with regular payroll practices and
(ii) continued participation for himself and his covered
dependents in the Company's medical and dental benefit plans for
up to eighteen months.
In consideration for the payments and other benefits accruing to
Mr. Woodward under the agreement, Mr. Woodward provided the
Company with a general release.
Following the resignation of Mr. Woodward, the Board appointed
Steven L. Rubin as interim president and chief executive officer
of the Company.
Mr. Rubin has served as a director of the Company since November
2011. He is a principal of InterPro Advisory LLC, a consulting
practice serving the intermodal industry. He has served in 2011
as the Chairman of the Board of Directors of the Intermodal
Association of North America, the premier trade association
representing the combined interests of the intermodal freight
industry. Between 2008 and 2011, Mr. Rubin was president and CEO
of TRAC Intermodal, North America's largest chassis leasing
company. Prior to joining TRAC, Mr. Rubin spent 17 years at
Kawasaki Kisen Kaisha, Inc., Japan's third-largest shipping
company, in a number of roles for North American operations. Mr.
Rubin graduated from the University of Pennsylvania and the
Wharton School with a B.A. in History and B.S. in Economics,
respectively. He received his M.B.A. from the Stern School of
Business at New York University, with a concentration in
accounting, and obtained his Certified Public Accountant license
in the state of New York.
On June 27, 2014, the Company entered into an Employment Agreement
with Mr. Rubin to serve as the interim president and chief
executive officer. The Agreement provides that Mr. Rubin will
receive a monthly base salary of $75,000. Mr. Rubin will continue
to be eligible to receive annual equity compensation awards
equivalent to those granted to non-employee members of the Board
and will continue to vest in his outstanding equity awards as if
he remained a non-employee member of the Board.
Mr. Rubin will also be eligible to participate in the standard
employee benefit plans generally available to executive employees
of the Company, including long-term equity incentive plans, health
insurance, life and disability insurance, 401(k) plan, and paid
time off and paid holidays or equivalent benefits. The Company
will reimburse Mr. Rubin for up to $10,000 of his expenses
incurred in connection with negotiating the Agreement.
About Horizon Lines
Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company. The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico. The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.
For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million for the
year ended Dec. 23, 2012. As of March 23, 2014, the Company had
$632.12 million in total assets, $701.39 million in total
liabilities and a $69.26 million total stockholders' deficiency.
* * *
In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").
Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.
HOSPITALITY STAFFING: Considers Major Preference Suit
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hospitality Staffing Solutions Group LLC, the one-
time largest U.S. provider of housekeeping personnel for hotels
that sold its business in January, said potential lawsuits are the
only remaining assets of substance.
According to the report, the company said it has yet to "determine
a course of action for these cases that best maximizes value."
The single-largest claim is a possible preference suit against
Pennsylvania Manufacturer's Association, the provider of workers'
compensation insurance, the report related. To ensure it won't
lose the exclusive right to propose a Chapter 11 plan, HSS
arranged a hearing on July 31 in U.S. Bankruptcy Court in Delaware
to push the plan-filing deadline back three months to Sept. 25,
the report further related.
About Hospitality Staffing Solutions
Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.
Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims
and noticing agent. HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.
The investor group is providing DIP financing. They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.
Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.
The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP. The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.
The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2013. The sale closed on Jan. 24, 2014.
HOST HOTELS: S&P Retains 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating and '1' recovery rating to Host Hotels & Resorts L.P.'s
$1.5 billion senior credit facility, consisting of a $1 billion
revolver due 2018 and a $500 million term loan due 2017. The '1'
recovery rating on the facility indicates S&P's expectation for
very high (90% to 100%) recovery for lenders in the event of a
payment default. S&P's 'BB+' corporate credit rating and 'BBB'
senior note ratings on Host were unchanged.
The company's credit facility and existing senior notes and
debentures indentures have released former subsidiary guarantees
and stock pledges (there are provisions in the indentures that
require the same guarantees and collateral provided to the credit
facility). Effectively, the credit facility and senior notes are
currently unsecured. However, if Host's leverage ratio exceeds 6x
for two consecutive fiscal quarters at a time when Host does not
have an investment-grade, long-term unsecured debt rating, the
subsidiary guarantees and equity pledges will spring back into
place in Host's credit facility and notes indentures. S&P's
simulated default scenario for Host incorporates the assumption
that the company's leverage ratio will be above 6x and the notes
would be secured at that time.
RATINGS LIST
Host Hotels & Resorts L.P.
Corporate credit rating BB+/Stable/--
Ratings Assigned
Senior secured
$1 bil revolver bank loan due 2018 BBB
Recovery rating 1
$500 mil bank loan due 2017 BBB
Recovery rating 1
HOUSTON REGIONAL: Astros Owner Accuses Comcast of Fraud
-------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Houston Astros owner Jim Crane has sued Comcast Corp. accusing the
cable company of fraud in selling him a stake in the "overpriced
and broken" regional broadcast venture, Comcast SportsNet Houston.
According to the report, the suit was filed in state court in
Texas, as Mr. Crane attempts to hang on control of the regional
network.
About Houston Regional Sports Network
An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.
The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company. The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.
The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."
Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation. The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC. The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.
Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.
Judge Marvin Isgur presides over the case.
The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief. It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel. It also hired Conway MacKenzie, Inc., as
financial advisor.
Harry Perrin, Esq., represents Astros owner Jim Crane. Alan
Gover, Esq., represents the Rockets.
The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC. Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP. Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.
INDEPENDENCE TAX IV: Incurs $2.7 Million in Fiscal 2014
-------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $2.70 million on $3.60 million of total
revenues for the year ended March 31, 2014, as compared with a net
loss of $967,365 on $3.45 million of total revenues for the year
ended March 31, 2013.
The Company's balance sheet at March 31, 2014, showed $4.79
million in total assets, $26.68 million in total liabilities and a
$21.89 million total partners' deficit.
"At March 31, 2014, the Partnership's liabilities exceeded assets
by $21,890,939 and for the year ended March 31, 2014, the
Partnership had a net loss of $(2,708,982), including gain on sale
of properties of $819,451. These factors raise substantial doubt
about the Partnership's ability to continue as a going concern,"
the Company stated in the Report.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/QGKGpV
New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb, 22, 1995.
On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership. The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors. The Offering was terminated on May 22, 1996.
The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.
The Partnership is currently in the process of developing a plan
to dispose of all of its investments. It is anticipated that this
process will take a number of years.
The Partnership reported a net loss of $967,365 on $4.2 million of
revenues in fiscal 2013, compared with net income of $970,124 on
$4.1 million of revenues in fiscal 2012.
IBCS MINING: Section 341(a) Meeting Scheduled for August 21
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of IBCS Mining,
Inc., will be held on Aug. 21, 2014, at 11:00 a.m. at cr mtg, CVL,
Courtroom 100, US Courthouse, 255 West Main St., in
Charlottesville, VA.
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.
IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case
Nos. 14-61215 and 14-61216) on June 27, 2014. Edmund Scarborough
signed the petition as president. Hirschler Fleischer, P.C.,
serves as the Debtors' counsel. The cases are assigned to
Judge Rebecca B. Connelly. IBCS Mining estimated assets and debts
of at least $10 million.
INFINITY ACQUISITION: S&P Assigns Prelim. 'B' CCR; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Delaware-based
Infinity Acquisition LLC (herein referred to as Ipreo) a
preliminary corporate credit rating of 'B'. The outlook is
stable.
At the same time, S&P assigned the $45 million senior secured
revolving credit facility due 2019 and the $320 million senior
secured term loan B due 2021 a 'B+' preliminary issue-level
rating, with a recovery rating of '2', indicating S&P's
expectation of substantial (70% to 90%) recovery of principal for
debtholders in the event of default.
Lastly, S&P assigned the $200 million senior unsecured notes due
2022 a 'CCC+' preliminary issue-level rating, with a recovery
rating of '6', indicating S&P's expectation of negligible (0% to
10%) recovery of principal for debtholders in the event of
default. Infinity Acquisition Finance Corp. is the co-issuer of
the unsecured notes.
The 'B' preliminary corporate credit rating reflects the company's
"highly leveraged" financial risk profile, resulting from the high
level of debt used to fund the acquisition of the company by
Blackstone and Goldman Sachs Merchant Banking. The rating also
reflects S&P's "weak" business risk profile assessment on Ipreo
reflects the company's narrow business focus, competition from
much larger competitors with greater financial resources, and the
company's revenue sensitivity to changes in financial markets.
These risks are minimally offset by the deeply entrenched nature
of the company's products.
"While leverage is very high at around 9x, we believe the company
should be able to continue to generate modest discretionary cash
flow, expand its market share, improve its EBITDA margin, reduce
leverage to the 7x area by the end of 2015, and maintain adequate
liquidity, subject to the ongoing health of capital markets," said
Standard & Poor's credit analyst Jawad Hussain.
JARDEN CORP: S&P Rates EUR300MM Sr. Unsecured Notes 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Rye, N.Y.-
based diversified consumer products provider Jarden Corp.'s
proposed EUR300 million senior unsecured notes due 2021. S&P
assigned the new notes a 'BB' issue-level rating (the same as
S&P's 'BB' corporate credit rating on Jarden) with a recovery
rating of '3', indicating S&P's expectation of 50%-70% recovery in
the event of a default. Recovery ratings on unsecured debt issued
by companies rated 'BB-' or higher are generally capped at '3' to
account for the greater risk to recovery prospects because of the
potential for incremental debt issuance prior to default. Jarden
has indicated that it will use the net proceeds from the proposed
note offering for general corporate purposes, including potential
acquisitions. Jarden had nearly $5.2 billion of total debt
outstanding as of March 31, 2014.
The 'BB' corporate credit rating on Jarden remains unchanged. S&P
estimates the ratio of pro forma adjusted debt to EBITDA for the
12 months ended March 31, 2014, will remain close to 4.5x. The
pro forma leverage ratio reflects the company's acquisition of The
Yankee Candle Co. in October 2013, and the April 2014 redemption
of $478 million of senior unsecured notes due in 2020.
The ratings on Jarden reflect S&P's assessment of its business
risk profile as "satisfactory" and financial risk profile as
"aggressive." Modifiers had no impact on the rating outcome. Key
credit factors in S&P's business risk assessment include Jarden's
diversified business portfolio, well-recognized brand names, good
market positions in numerous household product categories, and
participation in several highly competitive businesses. S&P
considered Jarden's moderate leverage levels, strong liquidity,
and active acquisition strategy in S&P's financial risk
assessment. S&P estimates that credit measures will remain within
the indicative ratio ranges for an "aggressive" financial risk
profile during the next 12 months, including leverage of 4x to 5x
and a ratio of funds from operations to adjusted debt of 12% to
20%.
RATINGS LIST
Jarden Corp.
Corporate credit rating BB/Stable/--
New Ratings
Jarden Corp.
Senior unsecured
EUR300 million notes due 2021 BB
Recovery rating 3
KEYUAN PETROCHEMICALS: GHP Horwath Raises Going Concern Doubt
-------------------------------------------------------------
Keyuan Petrochemicals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2013.
GHP Horwath, P.C., expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has experienced recurring net cash flows used in operations, and
has a working capital deficiency at Dec. 31, 2013.
The Company reported net income of $4.63 million on $646.55
million of sales in 2013, compared with a net loss of $5.85
million on $750.63 million of revenues in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $874.08
million in total assets, $783.82 million in total liabilities,
convertible preferred stock of $16.87 million and stockholders'
equity of $73.39 million.
A copy of the Form 10-K is available at:
http://is.gd/r6srlP
Keyuan Petrochemicals, Inc. and its subsidiaries operate
facilities for the production, storage, and loading of a variety
of petrochemical products as well as for storage. The Company is
based in Zhejiang Province, China.
KGHM INTERNATIONAL: Moody's Hikes Corporate Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded KGHM International Ltd.'s
("KGHMI") corporate family rating (CFR) to B1 from B3, upgraded
its probability of default rating (PDR) to B1-PD from B3-PD, and
affirmed its senior unsecured rating at B1. KGHMI's speculative
grade liquidity rating was affirmed at SGL-3 and its ratings
outlook remains stable.
Ratings Rationale
The upgrade of KGHMI's CFR is driven by the increased financial
support recently provided by the company's ultimate parent, KGHM
Polska Miedz SA ("SA"), and Moody's expectation that this support
will continue. Evidence of support includes SA's direct
undertaking of a $138 million letter of credit previously issued
by KGHMI related to its 55%-owned $4 billion Sierra Gorda copper
project in Chile and KGHMI's indication that SA would fund KGHMI's
project spending directly. Furthermore, given the imminent initial
production at Sierra Gorda, Moody's believes the importance of
KGHMI to SA's overall business has increased. Consequently,
Moody's expects that SA will provide financial support to KGHMI
directly, if needed, and no longer considers its likely that KGHMI
will need to service about $1.8 billion of intercompany debt at
intermediate holding companies above KGHMI.
KGHMI's B1 CFR reflects its limited diversity, modest size, and
Moody's expectation that the company's financial leverage will
generally range between 3.5x to 4x through 2015. Additional rating
drivers include the relatively short reserve life and overall high
cost position of its existing mines, and the geologic complexity
and mineral variation at the Robinson copper mine, a significant
contributor to the company's cash flows. Moody's expects Sierra
Gorda, however, will achieve commercial production by Q4/14, which
will improve KGHMI's mine diversity, cash cost position and enable
its proportionate cash flows to grow materially. As well, KGHMI
benefits from its ownership by a large, well capitalized parent
and Moody's belief that KGHMI is strategically important to SA
given the company's international expansion objectives.
KGHMI's liquidity is adequate (SGL-3). KGHMI has $156 million of
balance sheet cash and $43 million of unused revolver commitments
at March 31, 2014 (after $72 million of outstanding letters of
credits and $95 million of drawings). These sources are adequate
to fund about $100 million of free cash flow consumption over the
next year, in Moody's estimation, excluding capital expenditures
related to growth projects, which Moody's expects will be funded
by SA directly. KGHMI does not have any material near term debt
maturities (its notes mature in 2019 and its revolver in 2017).
Moody's expects the company will remain compliant with its
financial maintenance covenants, albeit with limited headroom. The
terms of KGHMI's revolver requires it to maintain $100 million of
cash until certain security interests are perfected, which Moody's
expects will occur within the next couple of months.
Moody's loss given default methodology indicates KGHMI's senior
unsecured rating should be rated one notch below its B1 CFR based
on its $200 million in prior ranking secured debt commitments.
Moody's has instead assigned a B1 rating to the senior unsecured
debt to reflect the agency's belief that, should KGHMI require
direct financial support, SA would likely provide it through
intercompany subordinated loans.
The stable outlook reflects Moody's expectation that Sierra Gorda
will achieve commercial production by Q4/14 and that SA will
provide any necessary support required to ensure KGHMI maintains
adequate liquidity.
KGHMI's ratings could be upgraded once Sierra Gorda demonstrates
production at or near design specifications and if Moody's expects
the company will maintain both financial leverage below 3.5x and
adequate standalone liquidity.
KGHMI's ratings could be downgraded if the company experiences
significant operational difficulties at Sierra Gorda, if Moody's
expects the company's leverage to remain above 5x, if its
liquidity becomes inadequate or if Moody's no longer expects SA
would provide any necessary financial support to the company.
The principal methodology used in this rating was the Global
Mining Industry published in May 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.
KGHM International, formerly Quadra FNX Mining, primarily produces
copper from its Robinson and Morrison mines in North America. The
company is also developing the Sierra Gorda copper joint venture
project in Chile with Sumitomo. Annual revenues total roughly $1
billion with approximately 200 million pounds of copper produced.
KGHM is a wholly-owned subsidiary of KGHM Polska Miedz SA.
KINETIC CONCEPTS: Wake Forest Deal No Impact on Moody's B2 Rating
-----------------------------------------------------------------
Moody's Investors Service commented that Kinetic Concepts, Inc.'s
(B2 negative) July 1, 2014 announcement that it is settling its
long-running patent disputes with Wake Forest University Health
Sciences for $280 million is credit negative. The settlement,
which will be paid in installments over the next three years, will
reduce Kinetic Concepts' financial flexibility and constrain the
company's ability to reduce leverage over the next several years.
That said, the company has sufficient liquidity to absorb the
payments, and there is no change the company's B2 rating or SGL-2.
The outlook remains negative.
Kinetic Concepts, headquartered in San Antonio, Texas, is a global
medical technology company with leadership positions in advanced
wound care and regenerative medicine. The company's negative
pressure wound therapy (NPWT) systems incorporate proprietary
Vacuum Assisted Closure, or V.A.C. technology. KCI is owned by a
private equity consortium including Apax Partners and affiliates
of the Canada Pension Plan Investment Board and Public Sector
Pension Investment Board.
LONGVIEW POWER: Judge Keeps $59M Credit Fight In Ch. 11 Case
------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge refused a
contractor's request to lift the automatic stay in Longview Power
LLC's Chapter 11 so a battle over $59 million in letters of credit
could be resolved in arbitration, but agreed to allow discovery
and briefing to move forward in the other forum. According to the
report, contractor Kvaerner North American Construction Inc.
sought relief from the stay so the dispute over who can draw on
the letters of credit could be handled as part of ongoing
arbitration, which is already dealing with other matters related
to construction of Longview's troubled $2 billion coal plant.
About Longview Power LLC
Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh. The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.
Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary. The Debtor estimated assets and debts of
more than $1 billion. Judge Brendan Linehan Shannon presides over
the case. Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC
acts as the Debtors' investment bankers. Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors. Ernst &
Young serves as the Debtors' accountants. The Debtors' claims
agent is Donlin, Recano & Co. Inc.
The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.
Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.
LIME ENERGY: Stockholders Elected Five Directors
------------------------------------------------
Lime Energy Co. held its annual meeting of stockholders on
June 25, 2014, at which the stockholders of the Company elected
Gregory T. Barnum, Christopher W. Capps, Stephen Glick, Richard P.
Kiphart and Adam Procell as directors for a one-year term ending
at the Company's 2015 annual meeting of stockholders or until
their respective successors are duly elected and qualified. The
stockholders also:
(a) approved the issuance of common stock upon the conversion
of the Company's series B preferred stock and the exercise
of the Company's outstanding warrants issued in connection
with the sale of the Company's Series B Preferred Stock;
(b) approved an amendment to the Company's 2010 Non-Employee
Directors Stock Plan to increase the maximum number of
shares of common stock currently available for awards under
the Plan from 71,430 shares to 250,000 shares;
(c) approved the 2014 Employee Stock Purchase Plan; and
(d) ratified the appointment of BDO USA, LLP, as the Company's
independent registered public accounting firm for the
fiscal year 2014.
About Lime Energy
Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals. The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation. The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.
Lime Energy disclosed in regulatory filings in July 2013 it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility. The bank is considering
the Company's request.
Lime Energy reported a net loss available to common stockholders
of $18.51 million in 2013 following a net loss of $31.81 million
in 2012. The Company's balance sheet at March 31, 2014, showed
$27.05 million in total assets, $18.78 million in total
liabilities and $8.26 million in total stockholders' equity.
LPATH INC: Stockholders Elected Six Directors
---------------------------------------------
Lpath, Inc., held its annual meeting of stockholders on June 27,
2014, at which the stockholders elected Daniel H. Petree, Scott R.
Pancoast, Jeffrey A. Ferrell, Daniel L. Kisner, M.D., Charles A.
Mathews and Donald R. Swortwood to the Board of Directors, each to
a one-year term. Tthe appointment of Moss Adams, LLP, as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2014, was ratified. The
stockholders also approved on a non-binding advisory basis the
compensation of the Company's named executive officers and
the reincorporation of the Company from the State of Nevada to the
State of Delaware.
The Company intends to effect the reincorporation of the Company
from the State of Nevada to the State of Delaware as soon as
reasonably practical.
About Lpath, Inc.
San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.
LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.
The Company's balance sheet at March 31, 2014, showed $21.63
million in total assets, $6.25 million in total liabilities and
$15.37 million in total stockholders' equity.
LYNNHILL CONDOMINIUM: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Lynnhill Condominium
aka Council of Co-owners of Lynnhill Condominium
aka Lynnhill Condominium Association
aka Lynnhill Condominium Unit Owners Association
aka Council of Unit Ownerts of Lynnhill Condominium
aka The Lynnhill Condominium
aka Lynnhill Condominium, Inc.
3103 Good Hope Ave.
Temple Hills, MD 20748
Case No.: 14-20607
Chapter 11 Petition Date: July 2, 2014
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Paul Mannes
Debtor's Counsel: Roberto Allen, Esq.
THE LAW OFFICES OF ROBERTO ALLEN, LLC
11002 Veirs Mill Rd, Suite 700
Wheaton, MD 20902
Tel: 301-861-0202
Fax: 410-864-8895
Email: rallen@robertoallenlaw.com
- and -
Stanton J. Levinson, Esq.
THE LAW OFFICES OF ROBERTO ALLEN, LLC
Wheaton Business Innovation Center
11002 Veirs Mill Road, Suite 700
Wheaton, MD 20902
Tel: (301) 861-0202
Fax: 410-864-8895
Email: tiger110@earthlink.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Helen Peay, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb14-20607.pdf
MAVILLE INTERIORS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Maville Interiors Inc.
7019 N. 53rd Avenue
Glendale, AZ 85301
Case No.: 14-10220
Chapter 11 Petition Date: July 2, 2014
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Eileen W. Hollowell
Debtor's Counsel: Patrick A Clisham, Esq.
ENGELMAN BERGER PC
3636 N Central Ave #700
Phoenix, AZ 85012
Tel: 602-271-9090
Fax: 602-222-4999
Email: pac@eblawyers.com
- and -
David WM Engelman, Esq.
ENGELMAN BERGER, P.C.
3636 N. Central Ave., #700
Phoenix, AZ 85012
Tel: 602-271-9090
Fax: 602-222-4999
Email: dwe@engelmanberger.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John M. Toth, director/president.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
MERRIMACK PHARMACEUTICALS: Amends Loan Agreement with Hercules
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., on June 25, 2014, entered into a
Second Amendment to Loan and Security Agreement with Hercules
Technology Growth Capital, Inc., pursuant to which the Company and
Hercules agreed to extend by four months the period during which
Merrimack makes interest-only payments on its $40 million
principal term loan. As a result of the Amendment, Merrimack will
repay the aggregate outstanding principal balance of the loan in
monthly installments starting on Oct. 1, 2014, and continuing
through March 1, 2017. A full-text copy of Second Amendment to
Loan and Security Agreement, dated as of June 25, 2014, by and
between the Registrant and Hercules Technology Growth Capital,
Inc., is available for free at http://is.gd/IseZJJ
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
Merrimack reported a net loss of $130.68 million in 2013, a net
loss of $91.75 million in 2012 and a net loss of $79.67 million in
2011. As of March 31, 2014, the Company had $164.98 million in
total assets, $230.77 million in total liabilities and $168,000 in
non-controlling interest and a $65.96 million total stockholders'
deficit.
MF GLOBAL: Unsecured Creditor Distribution Nears
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Inc., the defunct commodity brokerage, will
file papers "this fall" to make a "sizeable interim distribution"
to creditors with general unsecured claims, according to James
Giddens, the trustee appointed to liquidate the firm in
bankruptcy.
According to the report, Mr. Giddens said on his official website
that he will be making full payment at the same time to creditors
with claims entitled to priority and to creditors with claims
representing expenses of the liquidation, which began almost three
years ago. The trustee said he has "virtually completed" making
full payment on 26,000 customer claims totaling $6.37 billion, the
report related.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MT LAUREL LODGING: Cash Collateral Use Hearing on Aug. 27
---------------------------------------------------------
Mt. Laurel Lodging Associates, LLP, and The National Republic Bank
of Chicago, filed with the U.S. Bankruptcy Court for the Southern
District of Indiana an agreed motion for entry of an order
rescheduling to Aug. 27, 2014, at 9:00 a.m. EST, the
Aug. 11, 2014 status hearing on Debtor's continued use of cash
collateral.
As reported Troubled Company Reporter on May 7, 2014, the Court
approved the Debtor and the Bank's agreed supplement to the final
order dated Feb. 14, 2014, authorizing the Debtor's use of cash
collateral until Aug. 31. A hearing on the Debtor's further
access to the cash collateral was set for Aug. 11, at 10:00 a.m.
To conserve the parties' and the Court's time and resources, the
parties have agreed to continue the hearing to Aug. 27, at which
time the Court is scheduled to hear arguments on Debtor's motion
for a preliminary injunction in Adversary Case No. 14-50079.
About Mt. Laurel Lodging
Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4,
2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is
assigned to Judge Robyn L. Moberly. The petition lists the
assets and debt as both exceeding $10 million on the Mount Laurel
property.
The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.
The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in
Lawrenceville, New Jersey.
NEWLEAD HOLDINGS: MG Partners No Longer a Shareholder
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, MG Partners Limited and its affiliates
disclosed that as of June 30, 2014, they ceased to be beneficial
owners of shares of common stock of Newlead Holdings Ltd. The
reporting persons previously held 2,990,608 common shares or 8.93%
equity stake at Dec. 31, 2013. A full-text copy of the regulatory
filing is available for free at http://is.gd/sG0Kr2
About NewLead Holdings Ltd.
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.
MOUNTAIN PROVINCE: Releases 2014 Tuzo Deep Drill Program Results
----------------------------------------------------------------
Mountain Province Diamonds Inc. announced the results of the 2014
Tuzo Deep drill program, which confirms the continuation of
kimberlite to a depth of more than 740 meters below surface.
In July 2013, Mountain Province released an updated independent
National Instrument 43-101 resource statement for the Gahcho Kue
project, which incorporated the results of the 2012 Tuzo Deep
drill program. The Tuzo resource from a depth of 300 meters to
360 meters was upgraded from an inferred resource to an indicated
resource, extending the indicated resource from surface to 360
meters below surface. In addition, the 2012 Tuzo Deep drilling
resulted in the declaration of an inferred resource from a depth
of 360 meters to 564 meters below surface.
At the conclusion of the 2012 Tuzo Deep drill program, it was
apparent that the Tuzo kimberlite remained open to depth below 564
meters, and the recently completed 2014 Tuzo Deep drill program
was designed to test the kimberlite to approx. 750 meters.
Mountain Province President and CEO, Patrick Evans, commented: "We
are pleased that the 2014 Tuzo Deep drill program has confirmed
the continuation of the kimberlite to a depth of more than 740
meters below surface. Based on the current geological model, it
appears that the Tuzo kimberlite plunges further to depth to the
northeast below 740 meters."
Mr. Evans added: "Challenging ground conditions resulted in one
hole (MPV14-408C) having to be wedged twice (MPV14-409C and 410C)
and eventually abandoned in kimberlite due to unstable ice
conditions after reaching a depth of approx. 570 meters below
surface".
Core recovered from the 2014 Tuzo Deep drill program will be
processed at the Geoanalytical Laboratories Diamond Services of
the Saskatchewan Research Council ("SRC").
The Gahcho Kue joint venture will assess the results of the 2014
Tuzo Deep drill program to determine possible next steps in
upgrading the Tuzo Deep resource.
A detailed copy of the announcement is available for free at:
http://is.gd/3npixi
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.
NATCHEZ REGIONAL: Wants Credit With UMB Extended Through Dec. 31
----------------------------------------------------------------
Natchez Regional Medical Center asks the U.S. Bankruptcy Court for
the Southern District of Mississippi to extend the final order for
obtaining credit, modifying automatic stay, and granting post-
petition liens through and including Dec. 31, 2014.
A copy of the extension motion is available for free at:
http://is.gd/GKD4BV
On April 25, 2014, the Court granted the Debtor's request to
obtain credit, modify stay and grant post-petition liens through
July 15, 2014.
The Debtor wants extension of the terms and conditions of the line
of credit and the existing loan documents with United Mississippi
Bank through Dec. 31, to pay necessary operating expenses to
protect the assets of the estate in order to complete a sale of
the hospital. In the event that the Debtor uses collateral of UMB
or borrows post-petition funds, on the existing LOC, then UMB is
to be granted a post-petition continuing lien on its pre-petition
collateral, including the Debtor's cash and accounts receivables,
DSH and UPL installment payments.
The Debtor is obligated to UMB, on a revolving loan note,
originally dated Aug. 5, 2008, renewed most recently on Aug. 2,
2012, and supported by draw notes renewed on Dec. 12, 2013, in the
amount of $3 million, and a draw note renewed on Jan. 17, 2014, in
the amount of $875,000, for a total principal amount of $3.88
million. By agreement, the $3 million draw note is currently
limited to $1.50 million. UMB was granted a lien pursuant to an
Aug. 5, 2008 commercial security agreement renewed on Aug. 2,
2012, and assignments of deposit accounts renewed on the same date
and Aug. 8, 2012.
Computed as of June 10, 2014, the Debtor admits and stipulates
that it is indebted to UMB in the aggregate amount of
approximately $260,163.11 comprised of unpaid principal and
interest accrued post-petition. The Debtor believes that, as
security for repayment of the indebtedness, UMB holds valid,
perfected and enforceable liens and security interests in the
Debtor's accounts, deposits, accounts receivables, including DSH
and UPL installment payments. The Debtor believes that UMB's
liens and security interests include, among other things, first
priority liens and security interests in the Debtor's accounts.
As adequate protection to UMB, the Debtor will continue to deposit
the proceeds from the Debtor's accounts to its operating account.
UMB will be entitled to apply all funds from the Debtor's accounts
and is authorized to apply funds transferred to reduce permanently
outstanding pre-petition and post-petition indebtedness.
As security for the new obligations, UMB is granted valid and
perfected security interests and liens in UMB's pre-petition
collateral, and the proceeds thereon now owned or hereinafter
acquired or generated by the Debtor's accounts. The liens will
secure payment of all new obligations used by the Debtor since the
Petition Date.
Claims Bar Date
On June 4, 2014, the Debtor filed a motion requesting the Court
to: (i) establish the general bar date by which the creditors must
file proofs of claim; (ii) establish the date by which proofs of
claim arising in connection with the Debtor's rejection of
executory contracts or unexpired leases must be filed; (iii)
confirm the date by which governmental units must file proofs of
claim; (iv) establish the date by which proofs of claim must be
filed that are affected by any subsequent amendment of the
schedules by the Debtor; and (v) approve the form and manner of
notice of the bar dates.
The bar dates are necessary to allow the Debtor to proceed with
the administration of its bankruptcy case and to pursue the
development of, and ultimately the confirmation of, a Chapter 9
plan of adjustment. The Debtor further requests that the bar
dates apply to all persons or entities holding claims that arose
prior to the Petition Date.
About Natchez Regional
Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou. The hospital is owned by Adams County.
Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014. Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel. In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million. The
petition was signed by Donny Rentfro, hospital CEO.
At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer." The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.
This is the Center's second bankruptcy filing in six years. It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477). Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case. The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition. Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.
In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.
NATCHEZ REGIONAL: To Auction Substantially All of Its Assets
------------------------------------------------------------
Natchez Regional Medical Center filed with the U.S. Bankruptcy
Court for the Southern District of Mississippi a motion for entry
of an order approving the bidding procedures, to govern the sale
of all or substantially all of the Debtor's assets.
Pursuant to the Bidding Procedures, bidders must:
(a) have annual net patient revenues in excess of
$200 million, net assets in excess of $100 million, and
must own and operate at least two general acute care
hospitals, one of which must be in these states:
Mississippi, Alabama, Louisiana, Tennessee, Arkansas,
Florida, Kentucky, Georgia or Texas;
(b) be a single general acute care hospital in the State of
Mississippi, with annual net patient revenues in excess
of $100 million and net assets in excess of $50 million;
or
(c) be a Mississippi academic medical center, including all
affiliated or subsidiary organizations.
Qualified bidders will deposit $500,000 in an escrow account.
They may submit a cash bid that is equal to or greater than
$1 million in excess of $18 million, which amount represents the
total consideration to be paid by the stalking horse bidder and is
comprised of a purchase price of $10 million and prepayment of
property taxes to be assessed by the County and the City of
Natchez relating to the hospital real property in the amount of $8
million. Subsequent acceptable topping bids must exceed the
previous acceptable topping bid by an amount equal to or greater
than $100,000. The stalking horse bidder will be entitled to
credit bid the full amount of the break-up fee. A backup bidder -
- the next highest or otherwise best bidder -- will also be
selected after the selection of the qualified bidder. The backup
bidder will remain obligated under the backup bidder purchase
agreement until 61 days after entry of a court order to proceed
with the closing of the transactions contemplated in the backup
bidder purchase agreement or the prevailing bidder purchase
agreement, as applicable.
If the stalking horse bidder is not the prevailing bidder or the
backup bidder, then the stalking horse purchase agreement will
automatically terminate and the Debtors will be obligated to make
a one-time payment to the buyers of $500,000 as break-up fee.
A copy of the Bidding Procedures is available for free at:
http://is.gd/XVHjcj
The stalking horse sale process proposed by Healthcare Management
Partners, LLC, Adams County, Mississippi's consultant,
contemplated that the County and a stalking horse bidder would
enter into a purchase agreement.
The Debtor requests the Court to approve the Bidding Procedures in
aid of the plan of adjustment, which provides for the disbursement
of the proceeds derived from the sale of the hospital to
creditors. To the extent assets of the hospital are sold in the
transaction, the Debtor plans for the sale to be through the Plan
of Adjustment.
On June 26, 2014, Judge Neil P. Olack extended, at the behest of
the Debtor, the time to file a plan of adjustment to June 30 from
June 9. In a court filing dated June 25, the Debtor asked that
the Court extend the time to July 31, 2014.
The Official Unsecured Creditors' committee filed on June 27,
2014, an objection to the bidding procedures, claiming that, among
other things, the Debtor's motion doesn't identify how and who the
Debtor will contact to solicit competing bids. The Committee
believes that a sales process cannot commence without a definitive
stalking horse purchase agreement because the lack of which makes
it difficult, if not impossible, for prospective bidders to know
the assets they are acquiring, the representations and warranties
being made by the Debtor.
About Natchez Regional
Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou. The hospital is owned by Adams County.
Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014. Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel. In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million. The
petition was signed by Donny Rentfro, hospital CEO.
At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer." The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.
This is the Center's second bankruptcy filing in six years. It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477). Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case. The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition. Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.
In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.
NATCHEZ REGIONAL: Panel Taps Wheeler & Wheeler as Local Counsel
---------------------------------------------------------------
The Unsecured Creditors' Committee of Natchez Regional Medical
Center seeks permission from the U.S. Bankruptcy Court for the
Southern District of Mississippi to retain David A. Wheeler, Esq.,
and other attorneys of the law firm of Wheeler & Wheeler, PLLC, as
local counsel, effective as of June 20, 2014.
On June 20, 2014, the Committee voted to employ and retain Heller,
Draper, Patrick, Horn & Dabney, LLC, as lead counsel and Wheeler
as local counsel. The Committee seeks to have Wheeler to act as
their counsel and to, among other things, provide meeting
facilities and support staff to assist the Debtor and counsel
while in Mississippi, and facilitate filing pleadings with the
U.S.B.C. for the Southern District of Mississippi Clerk of Court.
The initial hourly rates for the professionals at Wheeler
rendering legal services in the Chapter 9 Case are:
David A. Wheeler, Esq. $350
Paraprofessionals $75
The Committee attests that Wheeler is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
Wheeler can be reached at:
Wheeler & Wheeler, PLLC
David A. Wheeler, Esq.
185 Main Street
Biloxi, Mississippi 39530
Tel: (228) 374-6720
Fax: (228) 374-6721
About Natchez Regional
Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou. The hospital is owned by Adams County.
Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014. Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel. In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million. The
petition was signed by Donny Rentfro, hospital CEO.
At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer." The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.
This is the Center's second bankruptcy filing in six years. It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477). Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case. The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition. Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.
In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.
NATCHEZ REGIONAL: Committee Hires Heller Draper as Lead Counsel
---------------------------------------------------------------
The Unsecured Creditors' Committee of Natchez Regional Medical
Center seeks permission from the U.S. Bankruptcy Court for the
Southern District of Mississippi to retain Douglas S. Draper,
Esq., and other attorneys of the law firm of Heller, Draper,
Patrick, Horn & Dabney, L.L.C., as lead counsel effective as of
June 20, 2014.
The Committee seeks to have Heller Draper act as their counsel for
all matters, including representing the Committee in any
proceedings and hearings related to the Chapter 9 case and to
advise the Committee on the retention of other professionals and
experts including local counsel, expert professionals or witnesses
as necessary; and investigating and researching the Debtor's
assets and liabilities.
The initial hourly rates for the professionals of Heller Draper
rendering legal services in the Chapter 9 case are:
Douglas S. Draper, Esq. $450
William H. Patrick, III, Esq. $450
H. Slayton Dabney, Jr., Esq. $450
Constant G. Marquer, III, Esq. $400
Leslie A. Collins, Esq. $400
Associates, Esq. $300
Paralegals $100
The Committee attests that Heller Draper is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Heller Draper can be reached at:
Heller, Draper, Patrick, Horn & Dabney, LLC
Douglas S. Draper, Esq.
H. Slayton Dabney, Jr., Esq.
650 Poydras Street, Suite 2500
New Orleans, Louisiana 70130
Tel: (504) 299-3333
Fax: (504) 299-3399
E-mail: ddraper@hellerdraper.com
sdabney@hellerdraper.com
On June 20, 2014, the Committee also selected Wheeler & Wheeler,
PLLC, to act as local counsel.
About Natchez Regional
Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou. The hospital is owned by Adams County.
Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014. Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel. In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million. The
petition was signed by Donny Rentfro, hospital CEO.
At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer." The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.
This is the Center's second bankruptcy filing in six years. It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477). Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case. The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition. Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.
In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.
NOVITEX ENTERPRISE: Moody's Hikes 1st Lien Term Loan Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on Novitex
Enterprise Solutions' proposed first lien senior secured credit
facilities to B1 from B2. The upgrade is driven by a higher
proportion of second lien term debt in the company's revised
refinancing plan, which provides more junior capital support to
the first lien debt. As part of the rating action, Moody's
affirmed all other ratings. The rating outlook is stable. At the
conclusion of the proposed refinancing, Moody's will withdraw the
existing term loan ratings.
Ratings Rationale
While the change in the deal structure stands to reduce funded
debt by $10 million, the company will be using $10 million more of
its cash on hand to fund the $140 million shareholder
distribution, further weakening its liquidity position. Moreover,
the shift of funding from the first lien facilities to the second
lien will increase annual interest expense by about $1.5 million
above previous estimates.
Novitex's B3 CFR reflects the additional financial risk caused by
the debt-financed distribution, in the midst of an ongoing
transformation of the business from the core outsourcing mail and
print operations for large enterprises into a complete product
portfolio that will seek to handle customers' physical and digital
document flow. The increased financial leverage is occurring at a
time when the company is still transforming its operations as a
standalone company, with a near-wholesale turnover of the senior
management team in the past nine months.
Rating Actions:
First Lien Senior Secured Facilities upgraded to B1 (LGD3) from B2
(LGD 3)
Corporate Family Rating affirmed at B3
Probability of Default Rating affirmed at B3-PD
Second Lien Senior Secured Facilities affirmed at Caa2 (LGD 5)
Outlook: Stable
Rating Outlook
The stable outlook reflects Moody's view that the company will
slowly delever from modest earnings growth over the next 12 to 18
months with growth in digital business lines largely offsetting
flat to declining revenues from non-digital businesses.
What Could Change the Rating - UP
Novitex's rating could be upgraded if the company exhibits strong
revenue growth, and maintains expense discipline such that the
adjusted operating margin increases to above 12% and the company
demonstrates consistently high levels of free cash flow. The
rating could also be considered for an upgrade if the company
maintains adjusted leverage below 4.5 times.
What Could Change the Rating - DOWN
Novitex's ratings could be downgraded if the company's operating
performance does not show signs of a turnaround as evidenced by an
inability to reverse persistent revenue contraction, a loss of
market share, or a decline in Novitex's competitive position. In
addition, the rating may be downgraded if Novitex's adjusted
leverage increases above 6.0 times for a sustained period,
adjusted operating margins remain below 8%, or the necessary free
cash flow to reduce debt does not materialize.
Headquartered in Stamford, Connecticut, Novitex, majority owned by
funds affiliated with Apollo Global Management, is a provider of
outsourcing mail, print, customer communication and digital
document management solutions to large enterprises and the public
sector across US and Canada.
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.
ORCKIT COMMUNICATIONS: Lior Dagan Named Temporary Liquidator
------------------------------------------------------------
The District Court of Tel Aviv appointed Adv. Lior Dagan as
temporary liquidator over Orckit Communications pursuant to a
request by note holders of the Company. The Temporary Liquidator
has the authority to manage the affairs of the Company in lieu of
its officers and directors. The Court ordered everyone associated
with the Company to cooperate with the Temporary Liquidator. The
Court ordered the Temporary Liquidator to file a preliminary
report on the status of the Company by July 14, 2014.
About Orckit
Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas. The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.
Kesselman & Kesselman, in Tel Aviv, Israel, 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 a capital deficiency, recurring losses,
negative cash flows from operating activities and has significant
future commitments to repay its convertible subordinated notes.
These facts raise substantial doubt as to the Company's ability to
continue as a going concern.
Orckit reported a net loss of $5.9 million in 2013, a net loss of
$6.46 million in 2012 and a net loss of $17.38 million in 2011.
As of Dec. 31, 2013, the Company had $7.51 million in total
assets, $21.54 million in total liabilities and a $14.03 million
total capital deficiency.
OSHKOSH CORPORATION: Moody's Raises Corp. Family Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded Oshkosh Corporation's CFR to
Ba2 and its PDR to Ba2-PD. Moody's also upgraded the company's
senior unsecured debt to Ba3 from B1. Oshkosh's ratings outlook
was changed to stable from positive following the ratings upgrade.
The ratings upgrade reflects the company's low leverage, business
diversity, and Moody's expectation for ongoing conservative
balance sheet management.
Upgrades:
Issuer: Oshkosh Corporation
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Rating, Upgraded to Ba2 from Ba3
Senior Unsecured Regular Bond/Debenture Mar 1, 2020, Upgraded to
Ba3 LGD5, from B1 LGD5
Senior Unsecured Regular Bond/Debenture Mar 1, 2022, Upgraded to
Ba3 LGD5, from B1 LGD5
Outlook Actions:
Issuer: Oshkosh Corporation
Outlook, Changed To Stable From Positive
Affirmations:
Issuer: Oshkosh Corporation
Speculative Grade Liquidity Rating, Affirmed SGL-2
Ratings Rationale
Oshkosh's Ba2 CFR reflects the company's low leverage at
approximately 2 times and good EBIT to interest coverage of over
5.5 times. Moreover, Moody's considers the impact from the
contraction in Oshkosh's defense business to be sufficiently
predictable and believes that the company's core businesses along
with its balance sheet are supportive of the Ba2 rating. Moody's
continues to believe that Oshkosh will consider acquisitions in
the future to help offset the loss of revenue and profits from the
contraction of its defense business. Moreover, the Ba2 CFR
reflects the belief that future acquisitions will not be so large
as to transform the company's balance sheet and materially
pressure its credit quality. The rating considers the company's
significant reliance on profits from its access equipment segment
and incorporates the expectation that other operating segments
should improve as the economy strengthens, coupled with additional
expected benefits from the company's MOVE strategy that is
designed to drive improved revenues, reduce costs, and diversify
Oshkosh's revenue stream.
The rating is unlikely to be upgraded again over the intermediate
term given the concentration of its operating profits from the
access business and the ongoing contraction of its defense
operations. For positive traction to be considered, a more
diversified profitability stream would be necessary including a
track record of positive EBITDA growth over a sustained period.
Moreover, if the company chooses to grow through acquisitions, a
clear strategy that delineates its balance sheet and related
targets would be necessary to overcome the uncertainty surrounding
additional acquisitions.
The ratings may be downgraded if adjusted leverage increases to
over 3 times on a Moody's adjusted basis and was anticipated to
remain elevated. A large debt financed acquisition, or multiple
mid-sized acquisitions, could also pressure the ratings. Any
material weakness in its access equipment segment could create
ratings pressure given its reliance on the business.
The stable rating outlook reflects the view that the company
should be able to improve its cash flows over the next few years
through the efficiency gains targeted in its MOVE strategy, and as
its underperforming businesses become more efficient and the
economy improves.
The principal methodology used in this rating was Global Heavy
Manufacturing Rating Methodology published in November 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.
Oshkosh Corporation is a leading designer, manufacturer and
marketer of a broad range of specialty vehicles and vehicle
bodies. The company operates in four segments: access equipment,
defense, fire & emergency, and commercial (rear and front-
discharge concrete mixers and refuse collection vehicles as well
as other products for construction companies). Revenues for the
LTM period ended March 31, 2014 totaled approximately $7.2
billion.
PITTSBURGH CORNING: Wants to Extend DIP Facility to June 2017
-------------------------------------------------------------
Pittsburgh Corning Corporation seeks authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to enter
into the tenth amendment to its debtor-in-possession credit
agreement with PNC Bank, National Association, extending the term
of the DIP facility to June 30, 2017, from June 30, 2015.
A hearing to consider the Debtor's motion is set for July 24,
2014, at 3:00 p.m.
On June 13, 2000, the Court allowed the Lender to provide the
Debtor a debtor-in-possession financing facility, which initially
had a maturity date of June 28, 2002. In addition, the revolving
loan portion of the commitment under the post-petition loan
agreement was periodically reduced according to an agreed schedule
to the current amount of $12 million.
Pursuant to the Tenth Amendment, the term of the DIP Facility will
be extended to June 30, and the Debtor will pay a facility fee of
$15,000 for the extension. If the Debtor exits bankruptcy prior
to July 1, 2015, the facility fee will be credited to fees
associated with any post-bankruptcy credit agreement entered into
by reorganized PCC and the Lender. If the Debtor exits bankruptcy
after July 1, 2015, but before July 1, 2016, and reorganized PCC
enters into a post-bankruptcy credit agreement with the Lender,
$7,500 will be credited to the fees.
A copy of the Tenth Amendment to the Credit Agreement is available
for free at http://is.gd/YDs3MC
Renewal of KERP Okayed
On April 24, 2014, the Court authorized the Debtor to renew its
key employee retention program. As reported by the Troubled
Company Reporter on March 28, 2014, the Debtor said that a
retention program was in place since 2001, with no objections from
creditors and with court approval. The retention program has
always been structured to provide a pay-out every three years.
Following the payout, the Retention Program has been renewed for
another three years.
About Pittsburgh Corning
Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos. At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.
Judge Thomas Agresti handles the bankruptcy case. Reed Smith LLP
serves as counsel and Deloitte & Touche LLP as accountants to the
Debtor.
The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000. The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.
The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000. The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.
On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative. The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.
In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.
On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.
As reported by the TCR on April 25, 2012, Pittsburgh Corning,
which is a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.
PCC's balance sheet at Sept. 30, 2012, showed $29.41 billion
in total assets, $7.52 billion in total liabilities and
$21.88 billion in total equity.
PRETIUM PACKAGING: Moody's Withdraws Caa1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Pretium
Packaging LLC following its disclosure that it was acquired by San
Francisco-based private equity firm Genstar Capital ("Genstar").
The effective close date of the transaction was
June 2, 2014. Pretium disclosed that its ABL revolving credit
facility due April 2015 and its senior secured notes due April
2016 were paid at closing. The transaction was supported by a cash
investment of over $100 million by Genstar and management along
with other new debt commitments.
The following ratings were withdrawn:
Corporate Family Rating, Caa1
Probability of Default Rating, Caa1
$150 million senior secured notes due 4/1/2016, Caa1 (LGD4)
Speculative Grade Liquidity Rating, SGL-3
The outlook is changed to withdrawn from stable.
PRETTY GIRL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pretty Girl, Inc.
1407 Broadway, Suite 3505
New York, NY 10018
Case No.: 14-11979
Type of Business: Retail stores operator
Chapter 11 Petition Date: July 2, 2014
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Sean H. Lane
Debtor's Counsel: Nancy Lynne Kourland, Esq.
Sanford P. Rosen, Esq.
ROSEN & ASSOCIATES, P.C.
747 Third Avenue
New York, NY 10017
Tel: (212) 223-1100
Fax: (212) 223-1102
Email: nkourland@rosenpc.com
srosen@rosenpc.com
Total Assets: $10.76 million
Total Liabilities: $12.27 million
The petition was signed by Albert Nigri, president.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Amby International Inc. Trade Debt $106,100
Celebrity Pink Trade Debt $211,663
David's Place Trade Debt $115,528
Deals 4 All Seasons Inc. Trade Debt $119,704
Deals Wholesale Corp. Trade Debt $96,220
Exist, Inc. $193,328
G & S Off Price, Inc. Trade Debt $173,675
Grip Collections, Inc. Trade Debt $140,223
Jaxi's II Inc. Trade Debt $86,833
L.A. Printex Industries Trade Debt $92,000
Louise Paris Ltd. Trade Debt $199,734
Mega Wear Trade Debt $1,283,566
1407 Broadway
Suite 2310
New York, NY 10018
Nines Enterprises LLC Trade Debt $132,062
One Step Up Trade Debt $312,187
A/R Dept.
1412 Broadway
New York, NY 10018
Osama Hazza Saleh Judgment $3,365,000
c/oFrederick K Brewington, Esq.
556 Peninsula Blvd
Hempstead, NY 11550
Ultimate Offprice Trade Debt $106,478
Watch L.A. Jeans Trade Debt $90,389
Wrag Time Air Freight Trade Debt $102,874
YMI Jeans, Inc. Trade Debt $113,116
YMI Jeanswear Inc. Trade Debt $102,654
PROGRESSIVE GREEN: Files Amendment to March 31 Quarter Report
-------------------------------------------------------------
Progressive Green Solutions Inc. filed an amendment to its
quarterly report on Form 10-Q, which disclosed a net loss of
$78,366 on $756,484 of net revenue for the three months ended
March 31, 2014, compared with a net loss of $599,017 on $825,753
of net revenue for the same period in 2013.
The Company's balance sheet at March 31, 2014, showed $3.12
million in total assets, $1.06 million in total liabilities and
stockholders' equity of $2.06 million.
The Company had an accumulated deficit at March 31, 2014, a net
loss and net cash used in operating activities for the reporting
period then ended. These factors raise substantial doubt about
the Company?s ability to continue as a going concern, according to
the regulatory filing.
A copy of the Form 10-Q/A is available at:
http://is.gd/NknSdC
Progressive Green Solutions, Inc., a development stage company,
focuses on the sale of mobile marketing solutions for businesses
through the launch of a Web-based platform. Its advertising
platform would allow subscribing businesses to send mobile coupons
and special offers, announcements of special events, new product
information and updates, appointment reminders and scheduling
changes, real estate listings, mobile voting, and picture messages
and links to mobile Websites or applications. The company was
formerly known as MarketingMobileText, Inc. and changed its name
to Progressive Green Solutions, Inc. in May 2014. Progressive
Green Solutions, Inc. was founded in 2011 and is headquartered in
Yaphank, New York.
PUERTO RICO: Debt Law May Be Decided in Boston
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Boston probably will be
called on to decide whether Puerto Rico's new law on public-
company debt restructuring violates the U.S. Constitution.
According to the report, at the end of June, Puerto Rico adopted
the Public Corporation Debt Enforcement and Recovery Act, enabling
the commonwealth's public corporations to restructure their debt
in a manner akin to Chapter 11 reorganization. The Puerto Rico
Electric Power Authority, or Prepa, may be the first agency to
try to use the new law, the report said.
The report related that bond funds affiliated with Franklin
Resources Inc. and Oppenheimer Rochester Funds, owning more than
$1.7 billion in Prepa bonds, started a lawsuit on June 28 asking
the U.S. District Court in San Juan to declare that the new act
violates the U.S. Constitution and is void ?in its entirety.?
The funds' lawsuit is Franklin California Tax-Fee Trust v.
Commonwealth of Puerto Rico, 14-cv-01518, U.S. District Court,
District of Puerto Rico (San Juan).
PULSE ELECTRONICS: Receives Notice of Non-Compliance From NYSE
--------------------------------------------------------------
Pulse Electronics Corporation said it received notice from the New
York Stock Exchange that the Company is not in compliance with a
NYSE standard for continued listing of its common stock on the
exchange. Specifically, the Company is below the NYSE minimum
requirement for average total market capitalization over 30
consecutive trading days of greater than $50 million when its last
reported shareholders' equity is less than $50 million.
Under NYSE rules, the Company has 45 days from the date of the
notice to demonstrate to the NYSE its ability to achieve
compliance with the market capitalization listing standards within
nine months of receiving the notice. The Company intends to work
with the NYSE to evaluate its options for regaining compliance
with listing standards. During the nine month cure period, the
Company's shares will continue to be listed and traded on the
NYSE, subject to the Company's compliance with other NYSE
continued listing standards.
The Company's business operations, credit agreement, and
Securities and Exchange Commission reporting requirements are
unaffected by this notice.
Additionally, the Company affirmed its previous announcement on
May 12, 2014, that increasing order rates for network and power in
the first quarter provide a positive outlook for Pulse in the
second quarter. The Company continues to maintain its focus on
EBITDA growth and anticipates second quarter EBITDA will be in
line with the generally increasing trend of the past two years.
About Pulse Electronics
San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group. As of Dec. 28, 2012, Pulse had
$188 million in total assets.
As reported by the TCR on Juy 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm. Grant Thornton LLP was hired as replacement.
Pulse Electronics reported a net loss of $27.02 million on $355.67
million of net sales for the year ended Dec. 27, 2013, as compared
with a net loss of $32.09 million on $373.16 million of net sales
for the year ended Dec. 28, 2012.
The Company's balance sheet at March 28, 2014, showed $177.17
million in total assets, $235.99 million in total liabilities and
a $58.82 million total shareholders' deficit.
RELIANCE INTERMEDIATE: Moody's Ba2 Secured Rating Still on Review
-----------------------------------------------------------------
Moody's Investors Service commented that 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") is continuing and will be
concluded subsequent to the company closing its two pending
transactions. Moody's has gained confidence that the company will
not engage in debt-funded dividends to its owner which would cause
leverage to exceed the requirements for the ratings and the review
will no longer consider this factor.
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. The review was continued on June 5 when Reliance
announced the purchase of 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, the review will focus on the possibility that Reliance is
unable to close on the sale of Protectron but is nevertheless
obligated to close on the acquisition of NHS, for which it does
not have committed funding. Conversely, Moody's will want to
ensure that the Protectron sale proceeds are applied to the
acquisition of NHS, as planned.
Should both transactions close as announced, 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 AC: Required by Lenders to Find Buyer Next Month
------------------------------------------------------
Revel AC, Inc., must find a buyer early August and close the sale
of its Atlantic City resort and casino by October 14, otherwise it
would default on a $125 million bankruptcy financing from lenders.
The DIP lenders have agreed to provide the Debtors with funds to
finance the Chapter 11 case pending a sale of the assets, subject
to these milestones:
(a) On or prior to 3 days following the Petition Date, the
Debtors will file the proposed bidding procedures in connection
with the sale of the assets;
(b) On or prior to July 11, 2014, the Bankruptcy Court must
enter the bidding procedures order, which shall, among other
things, establish the deadline:
(i) for parties to deliver letters of intent to bid on or
prior to 30 days following the Filing Date; and
(ii) for parties to submit binding, irrevocable bids on or
prior to 45 days following the Filing Date;
(c) on or prior to 2 days following the bid deadline, the
Debtors will have received at least one bid that is satisfactory
to the DIP lenders;
(d) restructuring or other resolution of the obligations under
the agreements with ACR Energy Partners, LLC regarding the central
utility plant for the beachfront casino resort;
(e) on or prior to 5 days following the bid deadline, the
auction shall be conducted;
(f) on or prior to 60 days following the Filing Date, the
Bankruptcy Court must hold a hearing to approve the sale to the
winning bidder;
(g) on or prior to 65 days following the Filing Date, the
Bankruptcy Court shall enter an order approving the sale; and
(h) on or prior to October 14, 2014, such sale shall have been
consummated.
"Although the Debtors made substantial progress with certain
parties, including engaging in prolonged negotiations over an
asset purchase agreement and postpetition financing with one such
party, the Debtors were unable to reach a deal with any of these
potential buyers prior to the Petition Date," according to Winter
Harbor LLC member Shaun Martin, who currently serves as CRO of the
Debtors.
The Debtors have filed the required bidding procedures motion,
which propose a July 18 deadline for letter of intents to bid, and
an Aug. 6 auction for the assets.
DIP Financing
A group of financial institutions led by Wells Fargo Principal
Lending, LLC (one of the current lenders under the prepetition
first lien credit agreement) has agreed to provide DIP financing
on these terms:
* DIP Borrower: Revel AC, Inc.
* DIP Guarantors: Debtor-affiliates
* DIP Lenders: Wells Fargo Principal Lending, LLC and other
lenders
* DIP Agent: Wells Fargo Bank, N.A.
* DIP Facility: Total commitment of $41,900,000 plus an
amount equal to the aggregate amount
necessary to fund roll-up borrowings of
amounts outstanding under a prepetition
revolving credit facility. Upon interim
approval of the financing, $23,500,000 will
be available, of which $1,900,000 is
available only for issuance of letters of
credit.
* Scheduled
Maturity Date: October 31, 2014, subject to extension to
allow for receipt of any gaming approvals in
order to allow an acceptable Chapter 11 plan
to become effective, but in no event later
than Jan. 31, 2015.
* Interest Rate: Interest Rate for Eurodollar Loans: Adjusted
LIBOR Rate + 6.00% per annum.
Default Interest Rate: 2.00% per annum above
the then applicable rate.
* Credit Bidding: The prepetition first lien agent (JPMorgan
Chase Bank, N.A.,) and the DIP agent will
each have the unqualified right to credit-
bid in connection with any sale of the
assets.
According to Barak Klein, managing director at Moelis & Company,
LLC, the Debtors were unable to obtain financing on more favorable
terms from sources other than the DIP Lenders.
The Plan
Revel AC is slated to seek approval on July 30 of the disclosure
statement explaining a Chapter 11 plan filed as part of the effort
of the company to pursue a quick sale of the assets.
According to the Disclosure Statement, on the effective date of
the Plan and to the extent not already consummated pursuant to
Section 363 of the Bankruptcy Code, the transactions required to
be consummated under the asset purchase agreement will be deemed
part of the Plan and the proceeds of the sale of substantially all
assets will be used to fund distributions under the Plan.
The Plan projects that holders of administrative claims and DIP
claims will be paid in full. Recovery by fist lien lenders,
second lien lenders, and unsecured creditors will depend on
available proceeds from the sale. Equity holders are not expected
to receive any distributions.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/Revel_Plan.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Revel_Plan_Outline.pdf
A copy of the CRO's affidavit narrating the events preceding the
bankruptcy filing is available for free at:
http://bankrupt.com/misc/Revel_1st_Day_Affidavit1.pdf
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. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.
The Chapter 11 cases are assigned to Judge Gloria M. Burns. The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.
Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.
White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.
The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP. The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.
This is Revel AC's second trip to bankruptcy. The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion. Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.
REVEL AC: Proposes Aug. 4 Claims Bar Date
-----------------------------------------
Revel AC, Inc., and its affiliated debtors filed a motion for
entry of an order establishing bar dates for filing proofs of
claim for prepetition claims against the Debtors. Specifically,
the Debtors propose an order establishing these bar dates:
(i) Aug. 4, 2014 at 5:00 p.m. Eastern Time as the deadline for
each person or entity (other than governmental units, as defined
in Section 101(27) of the Bankruptcy Code) to file proofs of claim
for prepetition claims against the Debtors; and
(ii) Dec. 16, 2014 at 5:00 p.m. Eastern Time as the deadline for
governmental units to file proofs of claim.
The Debtors request that proofs of claim be permitted to be
filed electronically through the Electronic Claim System,
which -- once approved by the Court) can be accessed at
http://www.revelcaseinfo.com/by clicking "File a Claim" -- and
which guides claimants through the electronic claim submission
process. Proofs of claim not filed electronically through the
Electronic Claim System shall be addressed to: REG Claims and
Noticing Agent, 2101 Cedar Springs Road, Suite 1100, Dallas, TX
75201.
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. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.
The Chapter 11 cases are assigned to Judge Gloria M. Burns. The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.
Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.
White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.
The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP. The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.
This is Revel AC's second trip to bankruptcy. The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion. Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.
REVEL AC: To Pay $3.5MM for Prepetition Critical Vendor Claims
--------------------------------------------------------------
Revel AC, Inc., and its affiliated debtors will ask the bankruptcy
court at a hearing July 11, 2014, for final approval to pay up to
$3.5 million in prepetition claims of certain parties who supply
goods or services critical to the continued operation of the
Debtors' businesses.
The Debtors say that no essential vendor will receive more than
$385,000. Vendors who receive payment will be required to
continue doing business with the Debtors in the ordinary course,
according to customary terms. The Debtors add that the
expenditure of estate funds proposed is minimal when compared to
the value of their enterprise at risk.
The bankruptcy judge has granted the Debtors interim approval of
their request and has authorized the Debtors to make payments in
amount not to exceed $2.5 million. The hearing to grant the
Debtors approval to pay the entire $3.5 million is slated for
July 11. Objections are due July 7.
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. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.
The Chapter 11 cases are assigned to Judge Gloria M. Burns. The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.
Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.
White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.
The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP. The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.
This is Revel AC's second trip to bankruptcy. The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion. Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.
REVEL AC: AlixPartners Tapped as Claims and Administrative Agent
----------------------------------------------------------------
Revel AC, Inc., and its affiliated debtors filed applications to
employ AlixPartners LLP as claims and noticing agent and
administrative agent.
AlixPartners will, among other things, assume full responsibility
for the distribution of notices and the maintenance, processing
and docketing of proofs of claim filed in the Chapter 11 cases.
The Debtors estimate that there are thousands of creditors in
these Chapter 11 cases. The Debtors' selection of AlixPartners to
act as the claims and noticing agent followed the Debtors' review
of engagement proposals from two other Court-approved claims and
noticing agents to ensure selection through a competitive process.
The firm will charge for its consulting services at these hourly
rates:
Hourly Rate
-----------
Clerical $30 to $45
Project Specialist $55 to $100
Case Manager $110 to $125
IT Programming Consultant $45 to $85
Consultant $75 to $165
Senior Consultant $175
The firm will charge the Debtors $0.10 per creditor per month for
its license fees and database storage. The firm will charge $0.10
per page for photocopying or printing and $0.08 per page for
facsimile transmission. The firm will charge at its hourly rates
for voting tabulation and claims docketing.
The Debtors have agreed to provide a retainer of $15,000.
AlixPartners agreed to provide the services pursuant to the terms
of the engagement letter dated May 19, 2014. In the 90 days prior
to the Petition Date, the Debtors paid the firm $108,984 to
satisfy the Debtors' obligations under the engagement letter.
To the best of the Debtors' knowledge, AlixPartners is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).
The Debtors have won interim approval of the application to hire
AlixPartners as claims and notice agent. The U.S. Trustee was
given 30 days to file an objection. If no objections are filed,
the interim order will become final without further order.
The Debtors filed on June 30 a separate application to hire
AlixPartners as administrative agent. Objections to the proposal
are due July 10. If no objections are filed, the Court may enter
an order granting the application without further notice or
hearing.
The firm can be reached at:
ALIXPARTNERS LLP
Meade Monger
Managing Director
Tel: (214) 647-7621
E-mail: mmonger@alixpartners.com
REVEL AC: Wants Fair Market Value of Services Under ACR Deal
------------------------------------------------------------
Revel AC, Inc., and its affiliated debtors are asking the
bankruptcy court to enter an order determining the fair market
value of postpetition services provided to the Debtors under the
Second Amended and Restated Energy Sales Agreement dated April 11,
2011 by and between debtor Revel Entertainment Group, LLC ("REG")
and ACR Energy Partners, LLC ("ACR").
The Debtors purchase substantially all of their hot and chilled
water, electric and other power exclusively from ACR pursuant to
the ESA. To meet the Debtors' utility needs, ACR agreed under the
ESA to, among other things, construct and operate a central
utility plant (the "CUP") on property leased by ACR from debtor NB
Acquisition, LLC.
Pursuant to the ESA, REG agreed to pay and has paid ACR (i) fixed
monthly debt and equity financing fees equal to $1.7 million per
month during years one through five and $2 million per month
during years six through twenty, (ii) operation and maintenance
related fees currently equal to approximately $318,000 per month
and indexed for inflation, (iii) chilled water fees, calculated
monthly and currently ranging between approximately $50,000 and
$450,000 per month, (iv) hot water fees, calculated monthly and
currently ranging between approximately $50,000 and $250,000 per
month, (v) electricity fees, calculated monthly and generally
ranging between $400,000 and $800,000 per month, and (vi)
parasitic and utility fees calculated monthly and generally
ranging between approximately $40,000 and $90,000 per month.
The Fixed Financing Fees are the largest portion of the ACR Fees,
and are comprised of two distinct components, the fixed debt
payments and the fixed equity payments. The Debt Payments are
fixed payments in the amount of $1.15 million per month during
years one through five, and $1.41 million per month during years
six through twenty. The Debt Payments are intended to pay bonds
which financed 75% of the construction costs associated with ACR's
construction of the CUP (the total amount of such construction
costs, "ACR's Project Costs"), such 75% portion equal to $118.6
million. In connection with the Debtors' payment of ACR's Debt
Costs, the Debtors also pay interest at an annual rate of 11.67%.
During years one through five the Debt Payments equal roughly the
interest expense associated with ACR's Debt Costs, and during
years six through twenty the Debt Payments equal roughly the
amount necessary to pay, with interest, ACR's Debt Costs over such
fifteen year time period.
The Equity Payments are fixed payments of $526,000 per month
during years one through five, and $615,000 per month during years
six through twenty. The Equity Payments constitute monthly
payments of 25% of ACR's Project Costs, the portion equal to
$39.5 million and representing that portion of ACR's Project Costs
that ACR funded with equity financing.
ACR's Equity Costs, from the perspective of the Debtors and in
connection with the Equity Payments, effectively bear interest at
an annual rate of 15% during years one through five, and at an
annual rate of 18% during years six through twenty.
Counsel to the Debtors, Alfred J. Lechner Jr., at White & Case
LLP, tells the Court that the Fixed Financing Fees do not
represent a portion of the fair market value of the energy
services received by the Debtors each month under the ESA.
Instead, the Fixed Financing Fees are payments to ACR on account
of financing provided by ACR to the Debtors. As such, the Fixed
Financing Fees are not on account of the energy purchased monthly
by the Debtors under the ESA, but instead relate to the initial
financing of the CUP's construction, which was completed well in
advance of the Chapter 11 cases. As such, the Fixed Financing
Fees represent payments, not for postpetition services, but rather
for services that ACR already provided under the ESA. Said
differently, the Fixed Financing Fees are effectively payments on
a prepetition claim of ACR, nothing more.
Similarly, the Operation & Maintenance Fees do not represent a
portion of the fair market value of the energy services received
by the Debtors each month under the ESA. Rather, the Operation &
Maintenance Fees payable by REG represent the fixed annual
operation and maintenance costs of ACR in connection with the CUP
and other secondary electric distribution systems, and bear no
relation to the amount of energy actually supplied by ACR to the
Debtors. Further, the Operation & Maintenance Fees also include
the ACR Lease Payments, which ACR owes to debtor NB Acquisition
under the ACR Lease.
Mr. Lechner explains that nothing in the present Chapter 11 Cases
provides a reasonable justification for why the Debtors should
continue paying ACR the Fixed Financing Fees on account of
prepetition services provided by ACR under the ESA. As payments
for prepetition services already provided to the Debtors (i.e.,
the financing and construction of the CUP), the Fixed Financing
Fees cannot represent "reasonable value" on account of the
postpetition performance demanded by the Debtors.
Similarly, according to Mr. Lechnder, the Operation & Maintenance
Fees are an attempt to pass on to the Debtors, and thus the
Debtors' other stakeholders, operational costs above and beyond
those already incorporated in the market rates reflected by the
Monthly Energy Fees which, as evidenced by their fixed nature,
bear no relation to the amount or market value of services
actually required and demanded by the Debtors postpetition.
Accordingly, the Debtors aver that unless and until the Debtors
determine, as an exercise of their business judgment, to assume
the ESA, they should not be required to pay either the Fixed
Financing Fees or the Operation & Maintenance Fees during these
Chapter 11 cases.
ROGER WILLIAMS: S&P Affirms 'B+' Rating on $10.8MM Revenue Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Rhode Island Health & Educational Building Corp.'s remaining $10.8
million series 1998 revenue bonds, issued for Roger Williams
General Hospital. At the same time, S&P removed the ratings from
CreditWatch negative. The outlook is stable.
"The affirmation and stable outlook are based on our expectation
that Roger Williams' 1998 bonds will be fully redeemed July 21,
2014," said Standard & Poor's credit analyst Jennifer Soule.
As part of CharterCARE Health Partners, Roger Williams received
regulatory approval and closed on a joint venture with Prospect
Medical in June 2014. Management indicates funds to fully repay
the 1998 bonds were placed in escrow by Prospect Medical and a
bond call notice was released recently indicating a call date and
100% payment scheduled for July 21, 2014. S&P expects the bonds
will be fully redeemed and that our rating on the bonds will be
removed at that time.
Roger Williams is a subsidiary of CharterCARE Health Partners, a
larger health system that includes another subsidiary hospital,
St. Joseph Health Services, along with several other small
affiliates. Roger Williams Medical Center itself operates a 220-
licensed-bed acute-care hospital in Providence. Its bonds are
collateralized by a first mortgage on the medical center's real
estate and certain tangible personal property. Roger Williams is
also required to establish a property reserve fund with the
trustee to assure that adequate funds are on hand to maintain the
condition of the medical center's property. The medical center
was in compliance with all covenants as of Sept. 30, 2013.
The stable outlook is based on S&P's expectation that Roger
Williams 1998 bonds will be fully redeemed on July 21, 2014, as
scheduled.
ROSEVILLE SENIOR LIVING: Plan Filing Deadline Extended to Dec. 27
-----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey has extended, at the behest of Roseville
Senior Living Properties, LLC, the exclusive periods within which
to file a plan of reorganization to Dec. 27, 2014, and to solicit
acceptances to that plan to March 27, 2015.
As reported by the Troubled Company Reporter on May 8, 2014, the
exclusive plan filing deadline was May 25. The exclusive
solicitation period was slated to expire July 24.
On May 6, 2014, CapitalSource Finance LLC, holder of first
priority liens and security interests in the Debtor's primary
assets, filed an objection to the Debtor's extension motion.
CapitalSource said that the Court, relying on Debtor's promises
that a sale of the Debtor's assets as well as exit financing to
fund a plan of reorganization would conclude "in the coming
weeks," granted the Debtor's first extension request, which was
filed on Dec. 24, 2013. CapitalSource complained that the Debtor
has woefully under-delivered on all of the promises underpinning
its first exclusivity request. "The single, vague proposal
offered by Debtor regarding exit financing has collapsed," Brian
W. Hofmeister, Esq., at Teich Groh, the attorney for CapitalSource
said in its May 6 court filing.
On May 12, 2014, the Debtor responded, claiming that the objection
contains misleading statements and false, unsupported conclusions.
"While the objection criticizes the Debtor for not proposing a
reorganization plan, CapitalSource offers no viable proposal and
none is feasible at this time. CapitalSource's agenda is
apparent. After forcing the Debtor into bankruptcy, CapitalSource
will seek to sell the facility at a distressed price," the Debtor
said.
According to the Debtor, there is no basis to sell. CapitalSource
is fully secured as evidenced by the fact that it has not filed a
motion for relief from stay. The Debtor stated that at no time
has CapitalSource contended that the value of the facility is less
than the amount it allegedly is owed.
CapitalSource is represented by:
Teich Groh
Brian W. Hofmeister, Esq.
691 State Highway 33
Trenton, New Jersey 08619
Tel: (609) 890-1500
Fax: (609) 890-6961
E-mail: bhofmeister@teichgroh.com
and
Katten Muchin Rosenman LLP
Kenneth J. Ottaviano, Esq.
William S. Dorsey, Esq.
Karin H. Berg, Esq.
525 W. Monroe Street
Chicago, IL 60661
Tel: (312) 902-5200
Fax: (312) 902-1061
E-mail: kenneth.ottaviano@kattenlaw.com
william.dorsey@kattenlaw.com
karin.berg@kattenlaw.com
About Roseville Senior
Roseville Senior Living Properties, LLC, owns and operates a
senior assisted living housing facility in Roseville, California.
It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-
31198) on Sept. 27, 2013, in Newark. Judge Donald H. Steckroth
presides over the case. Walter J. Greenhalgh, Esq., at Duane
Morris, LLP, represents Roseville Senior Living Properties as
counsel. Friedman LLP serves as the Debtor's accountant.
Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:
http://bankrupt.com/misc/rosevillesenior.doc54.pdf
The petition was signed by Michael Edrei, managing director,
Meecorp Capital Markets, Inc.
The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.
ROSEVILLE SENIOR LIVING: Can Use Cash Collateral Until Dec. 2
-------------------------------------------------------------
Roseville Senior Living Properties, LLC, sought and obtained
permission from the Hon. Donald H. Steckroth of the U.S.
Bankruptcy Court for the District of New Jersey to continue using
cash collateral until Dec. 2, 2014.
In its May 6, 2014 motion, the Debtor maintained that
CapitalSource Finance LLC doesn't have a lien on or other security
interest in revenues generated by the Debtor's operation of the
business at the facility. However, if the Debtor's revenues are
considered to be cash collateral, the Debtor should be authorized
to continue using cash collateral because CapitalSource's interest
therein is adequately protected and the use of the cash is
integral to the Debtor's continued operation of the facility, the
Debtor said.
The Debtor stated that it will continue to provide CapitalSource a
monthly budget and monthly adequate protection payment.
As reported by the Troubled Company Reporter on May 6, 2014, the
Court allowed the Debtor to use cash collateral until May 27,
2014. CapitalSource, which consented to the cash collateral use,
would receive replacement liens as adequate protection. In
addition, CapitalSource would receive a cash payment in an amount
equal to $55,000, which would be applied by CapitalSource to
reduce the accrued and unpaid interest on the
stipulated prepetition senior indebtedness.
The Debtor has acknowledged in its May 6 court filing a
willingness to extend CapitalSource's lien on certain assets in
order to adequately protect certain disbursed funds.
CapitalSource, the Debtor claimed, is adequately protected. The
total amount of cash on hand beginning May 1, 2014, is $511,000,
which is greater than the lien of $182,997.22. The Debtor said
that it is fully able to continue to operate in accordance with
the May budget and there will be no diminishment to the services
provided to the residents at the facility.
On May 20, 2014, CapitalSource filed an objection to the Debtor's
motion to continue using cash collateral. CapitalSource stated
that it holds a first mortgage on and security interest in the
facility and other real and personal property of Debtor. As a
result, the Debtor's cash, rents and cash equivalents constitute
cash collateral. CapitalSource stated that it is willing to
consent to Debtor's continued use of cash collateral through
July 25, 2014.
According to CapitalSource, the Debtor has repeatedly represented
that it has sufficient cash on hand. As a result, Debtor should
be required to pay increased monthly adequate protection payments
to CapitalSource of $75,000.
The Debtor responded to the objection on May 23, 2014, saying that
its disagreement with CapitalSource over whether the creditor's
lien extends to the Debtor's receipts is the subject of an
adversary proceeding pending before the Court. The parties,
according to the Debtor, aren't seeking to resolve that dispute in
the cash collateral motion. The Debtor points out that it has not
yet established that the receipts are CapitalSource's collateral.
About Roseville Senior
Roseville Senior Living Properties, LLC, owns and operates a
senior assisted living housing facility in Roseville, California.
It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-
31198) on Sept. 27, 2013, in Newark. Judge Donald H. Steckroth
presides over the case. Walter J. Greenhalgh, Esq., at Duane
Morris, LLP, represents Roseville Senior Living Properties as
counsel. Friedman LLP serves as the Debtor's accountant.
Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:
http://bankrupt.com/misc/rosevillesenior.doc54.pdf
The petition was signed by Michael Edrei, managing director,
Meecorp Capital Markets, Inc.
The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.
S.B. RESTAURANT: Section 341(a) Meeting Set for July 18
-------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of S.B. Restaurant Co. and its debtors on July 18, 2014, at 10:00
a.m., at 411 West Fourth Street, Room 1-154 in Santa Ana,
California.
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.
S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778)
on June 17, 2014, in Santa Ana, California. The case is assigned
to Judge Erithe A. Smith.
The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California. The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc. The Debtors'
noticing claims and balloting agent is Rust Consulting Omni
Bankruptcy.
S.B. RESTAURANT: U.S. Trustee, Cameron Have Auction Objections
--------------------------------------------------------------
U.S. Trustee Peter C. Anderson and Cameron Group Associates LP
object to the sale process proposed by debtor S.B. Restaurant Co.
where the lenders will open the auction for the assets.
The U.S. Trustee points out the Debtors' motion states that the
buyer has the right to terminate the transaction prior to the
auction if after conducting its due diligence the buyer, in its
sole and absolute discretion, is not satisfied.
The U.S. Trustee notes that it is unclear from the motion and the
asset purchase agreement whether the buyer's right to terminate
the transaction is tantamount to the termination of the auction
itself. According to the U.S. Trustee, if the answer is in the
affirmative, it defeats the purpose of the stalking horse bidder
which according to the motion was to establish "a substantial
floor for further bidding". Further, this would chill bidding
since potential bidders would be less likely to participate in an
auction that could be terminated at the sole discretion of the
stalking horse bidder, according to the U.S. Trustee.
Cameron Group, a landlord for a property leased by the Debtors,
complains that the Debtor's proposal contemplates a time-period of
at least 285 days from the Petition Date for the purchaser to make
a determination as to whether it will require the Debtors to
assume and assign non-residential real property leases. According
to Cameron, the proposed time-frame is not allowed under the
Bankruptcy Code.
Cerberus-Led Auction
As reported in the Troubled Company Reporter on June 24, 2014, the
Debtors sought authority from the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, to sell
substantially all of their assets to Cerberus Business Finance,
LLC, as agent on behalf of the Debtors' first lien lenders, or to
another bidder to be chosen at an auction.
Cerberus, as the stalking horse bidder, has submitted a credit bid
for the purchase of the Debtors' assets. Through the proposed
sale, the Purchaser, which is also the agent for the Debtors'
postpetition financing facility, will credit bid $12 million of
senior, secured prepetition first lien debt. In addition, the
Purchaser will assume certain liabilities and fund the estates in
an amount sufficient to satisfy the Debtors' budgeted postpetition
expenses and post-closing wind down costs. As of the Petition
Date, the outstanding First Lien Obligations totaled no less than
$27.375 million, exclusive of all accrued and unpaid interest,
costs, expenses, and fees owed to the First Lien Agent and the
First Lien Lenders.
Notwithstanding the extent of the Debtors' prepetition marketing
efforts, the Debtors intend to continue to vigorously market their
assets over the next 30-45 days in an effort to garner higher
and better bids. Any prospective bidder other than the Stalking
Horse Bidder that wishes to participate in the bidding process
must subject a qualified bid no later than July 30, 2014. If the
Debtors receive at least one qualified bid, an auction will be
held on Aug. 4 at the the offices of counsel for the Debtors,
Pachulski, Stang, Ziehl & Jones LLP, in Los Angeles, California.
The Debtors request that the Court schedule a hearing on or about
Aug. 8 to consider the approval of the sale to the Winning Bidder
and the Back-Up Bidder, if necessary, and to confirm the results
of the Auction, if applicable. The Debtors propose that
objections to the sale be filed and served by July 30.
A hearing on the Debtors' request for approval of the bidding
procedures will be held on July 7.
S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778)
on June 17 in Santa Ana, California. The case is assigned to
Judge Erithe A. Smith.
The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California. The Debtors' Chief Restructuring Officers are from
Deloitte Transactions & Business Analytics LLP, while their
Investment Banker is Mastodon Ventures, Inc. The Debtors'
Noticing Claims and Balloting Agent is Rust Consulting Omni
Bankruptcy.
SCRUB ISLAND: $185K DIP Financing From Mainsail Has Interim Okay
----------------------------------------------------------------
Scrub Island Development Group Ltd sought and obtained permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to obtain up to $185,000 in interim post-petition financing from
Mainsail Property Management, LLC, secured by a first lien
interest in a receivable due from Miller-Coors in the approximate
amount of $191,000.
Miller-Coors booked the entire Scrub Island Resort for the period
from June 17-21, 2014, and owes the Debtor approximately $191,000.
Under separate agreement with Marriott International, Inc.,
Miller-Coors has 30 days to make the payment to the Debtor.
The Debtor believes that it will need to borrow the funds for,
among other things: (a) payroll and related payroll expenses;
(b) operational costs, including utilities; and (c) purchase of
necessary supplies and other inventory.
The proposed DIP Facility will enable the Debtor to pay ongoing
operating expenses and take the required actions which are
necessary to maintain and improve the value of the Debtor's
ongoing concern and its collateral. The Debtor will use the loan
to fund the Debtor's cash flow until receipt of the receivable.
Upon receipt of the Receivable, the Debtor will pay the sum of
$185,000 to Mainsail.
As assurance that the DIP Facility will be repaid, the Debtor
proposes to grant Mainsail a superpriority administrative expense
claim having priority over any and all administrative expenses of
and priority claims against the Debtor.
On June 24, 2014, mediator Robert A. Soriano filed a notice of
inability to reach an agreement in mediation. A mediation
conference was held on April 29 and June 24.
About Scrub Island
Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender. The bankruptcy case is assigned to Judge Michael G.
Williamson.
The 230-acre resort operates as a Marriott Autograph Collection
property. It has 52 rooms and suites, a spa and a 55-slip marina.
Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.
The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.
FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.
The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.
FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.
The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.
SCRUB ISLAND: Linares/Foster Say Disclosure Statement Lack Info
---------------------------------------------------------------
Luis Arturo Linares, David G. Foster and Scrub Island, LLC, object
to the Joint Disclosure Statement for Joint Plan of Reorganization
of Scrub Island Development Group Limited and
Scrub Island Construction Limited.
Michael Sirota, Esq., of Cole Schotz Meisel Forman & Leonard P.A.,
reports that Linares/Foster object to the Disclosure Statement as
it requires, inter alia, the consent of, among others, (a)
FirstBank Puerto Rico, which consent the Debtors apparently do not
have and (b) further requires that the Longview Villa Owners enter
into the so-called "Longview Villa Owner Settlement Agreement"
with, among others, Linares/Foster, that Linares/Foster have not
yet seen much less agreed to. Therefore, the Disclosure
Statement, according to Mr. Sirota, describes a Plan that,
respectfully, is incapable ? or at least currently incapable ? of
being confirmed. As such, it fails to include "adequate
information" necessary to enable unsecured creditors to make an
informed decision with respect to acceptance or rejection of the
Debtors' Plan.
Mr. Sirota submits that the Disclosure Statement simply fails to
provide "adequate information" as it describes a Plan that has
materially misleading information (e.g., regarding the
transactions with FirstBank and Linares/Foster, among others,
which do not and may never exist) or at the very least is
incomplete (e.g., there does not even exist a Longview Villa Owner
Settlement Agreement). Certainly, without understanding the terms
of that Longview Villa Owner Settlement Agreement and whether the
corresponding described transactions with FirstBank will be ? or
even can be -- accomplished, Linares/Foster (and presumably at
least those similarly situated) have not been provided "adequate
information." Without disclosure on these threshold issues --
critical enough that the Plan cannot go "effective" without them,
Linares/Foster lack even the "minimum amount of information" for
them to be able to cast a vote.
Linares/Foster and the Debtors were parties to a construction
contract dated September 2006, under which it was contemplated
that construction of Linares/Foster's villa would be completed the
Debtors within two years. Despite Linares/Foster's compliance
with all obligations under the Construction Contract, the Debtors
have failed to meet that 2-year obligation and the Property
remains undeveloped.
About Scrub Island
Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender. The bankruptcy case is assigned to Judge Michael G.
Williamson.
The 230-acre resort operates as a Marriott Autograph Collection
property. It has 52 rooms and suites, a spa and a 55-slip marina.
Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.
The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.
FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.
The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.
FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.
The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.
SOURCE HOME: Employs Young Conaway as Local Delaware Counsel
------------------------------------------------------------
Source Home Entertainment, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as bankruptcy co-counsel to, among
other things, provide legal advice with respect to the Debtors'
powers and duties as debtors in possession in the continued
operation of their business, management of their properties, and
the potential sale of their assets.
Young Conaway will also prepare and pursue confirmation of a plan
and approval of a disclosure statement; prepare necessary
applications, motions, answers, orders, reports, and other legal
papers; appear in Court and protect the interests of the Debtors
before the Court; and perform other legal services that may be
necessary and proper in the Debtors' bankruptcy proceedings.
The principal attorneys and paralegals presently designated to
represent the Debtors, and their current standard hourly rates,
are:
Robert S. Brady, Esq. $765
Pauline K. Morgan, Esq. $765
Edmon L. Morton, Esq. $625
Maris J. Kandestin, Esq. $430
Ryan M. Bartley, Esq. $375
Laurel D. Roglen, Esq. $300
Michelle Smith, paralegal $200
The firm will also charge the Debtors for all other expenses
incurred in connection with the Chapter 11 case.
Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated May 2, 2014. In accordance with the
agreement, the firm received a retainer in the amount of $100,000
on May 15, 2014, in connection with the planning and preparation
of initial documents and its proposed postpetition representation
of the Debtors. On June 17, the firm received $13,736 for filing
fees related to the filing of the Chapter 11 cases.
Pauline K. Morgan, Esq., a partner in the firm of Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.
Ms. Morgan states that consistent with the U.S. Trustee's Appendix
B Guidelines, Young Conaway has not agreed to a variation of its
standard or customary billing arrangements for the engagement and
assures the Court that none of the firm's professionals included
in the engagement have varied their rate based on the geographic
location of the Chapter 11 cases.
About Source Home Entertainment
and Source Interlink
Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material. Its distribution network spans over
32,500 retail locations in the U.S. and abroad.
In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis. As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.
Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers. The Debtors are winding down their books distribution
business.
The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
SOURCE HOME: Names Stephen Dube as CRO, Joshua Korsower as CFO
--------------------------------------------------------------
Source Home Entertainment, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc., to provide the Debtors with a chief
restructuring officer, a chief financial officer, and certain
additional FTI personnel to assist the CRO and the CFO.
The Debtors seek to designate Stephen Dube as the Debtors' CRO and
Joshua Korsower as the Debtors' CFO. Generally, the CRO, CFO, and
FTI Personnel will perform activities and services customarily
performed by a chief restructuring officer and chief financial
officer, including having control over: (a) the operational and
cash management functions of the Debtors; (b) the development of
any cost reduction programs or asset conservation measures with
respect to the Debtors and any analysis thereof; and (c) any
elements of the restructuring process with respect to the Debtors.
The Debtors will pay FTI a monthly fee of $300,000 per month in
the first and second months of the engagement and $225,000 a month
in each subsequent month of the engagement for the services of the
Engagement Personnel. The Debtors will also pay FTI a contingent
fee equal to the aggregate of 1.5 percent of the value of the
cash, proceeds, assets, securities, payments, and other items of
value distributed or distributable to prepetition creditors of any
class or transferred to secured creditors after the filing,
including by enforcement of their security, in each case during
the engagement or in the 12 months after termination of the
Engagement Letter. In addition to compensation for
professional services rendered by Engagement Personnel, FTI will
seek reimbursement for reasonable and customary expenses incurred
in connection with the Chapter 11 cases.
Stephen Dube, a senior managing director with FTI Consulting,
Inc., assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates. Mr. Dube, however, discloses that in 2013, FTI
provided advisory services to Citibank, N.A., as agent for lenders
to Source Interlink Companies, Inc., in connection with the
Debtors' out-of-court restructuring. Mr. Dube adds that since
October 2013, FTI has provided advisory services to Source
Interlink Media, LLC, a former affiliate of the Debtors, but not
in connection with matters relating to the Debtors.
Mr. Dube also discloses that FTI received $200,000 as a retainer
in connection with the prior engagement. In the 90 days prior to
the Petition Date, FTI received retainers and payments totaling
approximately $1.3 million in the aggregate for services performed
by the Engagement Personnel for the Debtors.
A hearing on the employment application is scheduled for July 21,
2014, at 2:00 p.m. (ET). Objections are due July 14.
About Source Home Entertainment
and Source Interlink
Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material. Its distribution network spans over
32,500 retail locations in the U.S. and abroad.
In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis. As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.
Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers. The Debtors are winding down their books distribution
business.
The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
SOURCE HOME: Has Interim OK to Pay $155,000 to Critical Vendors
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware issued an order giving Source Home Entertainment, LLC, et
al., interim authority to pay critical vendor claims provided that
the payments must not exceed $155,000 in the aggregate. The final
hearing on the motion will be held on July 21, 2014, at 2:00 p.m.,
Eastern time. Any objections must be filed on or before July 14.
About Source Home Entertainment
and Source Interlink
Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material. Its distribution network spans over
32,500 retail locations in the U.S. and abroad.
In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis. As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.
Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers. The Debtors are winding down their books distribution
business.
The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
SOURCE HOME: Has Approval to Hire Kurtzman Carson as Claims Agent
-----------------------------------------------------------------
Source Home Entertainment, LLC, et al., obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to appoint
Kurtzman Carson Consultants LLC as claims and noticing agent.
About Source Home Entertainment
and Source Interlink
Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material. Its distribution network spans over
32,500 retail locations in the U.S. and abroad.
In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis. As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.
Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers. The Debtors are winding down their books distribution
business.
The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
SOURCE HOME: Issues Joint Administration Order
----------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware issued an order directing the joint administration of the
Chapter 11 cases of Source Home Entertainment, LLC, and its debtor
affiliates. The cases are jointly administered under Case No. 14-
11553(KG).
About Source Home Entertainment
and Source Interlink
Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material. Its distribution network spans over
32,500 retail locations in the U.S. and abroad.
In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis. As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.
Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers. The Debtors are winding down their books distribution
business.
The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
SPECTRASCIENCE INC: Posts $3.25MM Net Loss for Q1 2014
------------------------------------------------------
Three days after filing with the Securities and Exchange
Commission its Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2013, SpectraScience, Inc., delivered to the agency
its report on Form 10-Q for the quarterly period ended March 31,
2014.
SpectraScience reported $0 revenue for the first three months of
2014, according to the Form 10-Q report filed on June 30. The
Company also reported $0 revenue during the same period in 2013.
SpectraScience reported a net loss of $3,250,157 for the three
months ended March 31, 2014, wider than the $2,623,096 net loss
for the same period in 2013.
At March 31, 2014, the Company had total assets of $2,124,272
against total liabilities, all current, of $7,492,146.
The Company said it expects to incur significant additional
operating losses through at least the end of 2014, as it completes
proof-of-concept trials, conducts outcome-based clinical studies
and increases sales and marketing efforts to commercialize the
WavSTAT4 Systems in Europe. If the Company does not receive
sufficient funding, there is substantial doubt that the Company
will be able to continue as a going concern. The Company may incur
unknown expenses or may not be able to meet its revenue forecast,
and one or more of these circumstances would require the Company
to seek additional capital. The Company may not be able to obtain
equity capital or debt funding on terms that are acceptable. Even
if the Company receives additional funding, such proceeds may not
be sufficient to allow the Company to sustain operations until it
becomes profitable and begins to generate positive cash flows from
operations.
As of March 31, 2014, the Company had a working capital deficit of
$6,848,844 and cash of $96,320, compared to a working capital
deficit of $4,080,488 and cash of $236,597 as of December 31,
2013. In December 2011, the Company entered into an Engagement
Agreement with Laidlaw & Company (UK) Ltd., which Engagement
Agreement was amended in July 2012. Under the Engagement
Agreement, Laidlaw agreed to assist the Company in raising up to
$20.0 million in capital over a two year period from the date of
the Engagement Agreement. Subsequent to June 30, 2013, the Company
has engaged another agent to assist the Company with raising
capital and has commenced raising capital on its own. During the
quarter ended March 31, 2014, The Company raised $467,876, net of
transaction costs of $43,500, under this agreement. However, if
the Company does not receive additional funds in a timely manner,
the Company could be in jeopardy as a going concern. The Company
may not be able to find alternative capital or raise capital or
debt on terms that are acceptable. Management believes that if the
events defined in the Engagement Agreement occur as expected, or
if the Company is otherwise able to raise a similar level of
funds, such proceeds will be sufficient to allow the Company to
sustain operations until it attains profitability and positive
cash flows from operations. However, the Company may incur unknown
expenses or may not be able to meet its revenue expectations
requiring it to seek additional capital. In such event, the
Company may not be able to find capital or raise capital or debt
on terms that are acceptable.
The holders of Convertible Debentures control the conversion of
the Convertible Debentures and certain of the Convertible
Debentures were not converted at their maturity constituting a
potential default on the matured, but unconverted, Convertible
Debentures. In the event of such default, principal, accrued
interest and other related costs are immediately due and payable
in cash. As of March 31, 2014, Convertible Debentures with a face
value of $1,334,738 held by 33 individual investors are in
default. None of these investors have served notice of default on
the Convertible Debentures held by them.
A copy of the Form 10-Q is available at http://is.gd/BN1GZ7
About SpectraScience
SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body. The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.
As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said the Company has suffered
recurring losses from operations and its ability to continue as a
going concern is dependent on the Company's ability to attract
investors and generate cash through issuance of equity instruments
and convertible debt. "This raises substantial doubt about the
Company's ability to continue as a going concern."
On Feb. 3, 2014, SpectraScience dismissed McGladrey as the
Company's independent registered accounting firm effective
immediately, and engaged HJ Associates & Consultants, LLP, as
replacement accounting firm.
ST. JOSEPH HEALTH: S&P Affirms CCC Rating on $16.6MM Revenue Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' rating on
Rhode Island Health & Educational Building Corp.'s remaining $16.6
million series 1999 revenue bonds, issued for St. Joseph Health
Services. At the same time, S&P removed the rating from
CreditWatch negative and assigned a stable outlook.
"These ratings actions are based on our expectation that
St. Joseph's 1999 bonds will be fully redeemed on July 25, 2014,"
said Standard & Poor's credit analyst Jennifer Soule.
A 'CCC' rating by definition indicates the obligor is currently
vulnerable to nonpayment and is dependent on favorable business,
finances, and economic conditions to meet its financial
commitment.
As part of CharterCARE, St. Joseph received regulatory approval
and closed on a joint venture with Prospect Medical in June 2014.
Management indicates funds to fully repay the 1999 bonds were
placed in escrow by Prospect Medical and a bond call notice was
released recently indicating a call date and 100% payment
scheduled for July 25, 2014. S&P expects the bonds will be fully
redeemed and that its rating on the bonds will be removed at that
time.
St. Joseph is a subsidiary of CharterCARE Health Partners, a
larger health system that includes another subsidiary hospital,
Roger Williams Medical Center, along with several other small
affiliates. St. Joseph operates 229 beds at Our Lady of Fatima
Hospital in North Providence, along with a network of primary care
and specialty clinics at its South Providence campus, the former
St. Joseph Hospital for Specialty Care.
The stable outlook is based on S&P's expectation that St. Joseph's
1999 bonds will be fully redeemed on July 25, 2014 as scheduled.
TECHPRECISION CORP: Delays Form 10-K for Fiscal 2014
----------------------------------------------------
TechPrecision Corporation filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
March 31, 2014. According to the Company, it was unable to file
the Report within the prescribed time period because the Company
needs additional time to update certain estimated contract costs
for recent developments, according to generally accepted
accounting principles in the United States, and complete the
Company's financial statements and the audit thereof. The Company
intends to file its Annual Report on Form 10-K on or prior to the
prescribed extended date.
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.
TX GREGORY'S LV: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TX Gregory's LV
4887 Alpha Rd.,Suite 205
Dallas, TX 75244
Case No.: 14-33240
Chapter 11 Petition Date: July 2, 2014
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Email: eric@ealpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Leslie Matney, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-33240.pdf
US AIRWAYS: DC Circ. Revives Pilots' Bid For Class Cert.
--------------------------------------------------------
Law360 reported that the D.C. Circuit reversed a denial of class
certification for a group of former U.S. Airways Group Inc. pilots
accusing the airline's pension plan trustee of taking too long to
hand out lump-sum benefits, finding that the plaintiffs were not
required to exhaust their internal remedies because they had
alleged a statutory violation. According to the report, the
three-judge panel ruled that a D.C. district court was wrong to
deny class certification to the former pilots.
The case is James Stephens, et al v. PBGC, Case No. 13-5129 (D.C.
Cir. App.).
About US Airways
US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.
Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.
US Airways and its subsidiaries filed another Chapter 11 petition
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004. Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in
their restructuring efforts. The USAir II bankruptcy plan became
effective on September 27, 2005. The Debtors completed their
merger with America West on the same date.
USMART MOBILE: Posts $291K Net Loss for First Quarter
-----------------------------------------------------
USmart Mobile Device Inc. filed its quarterly report on Form 10-Q
disclosing a net loss of $291,024 on $561,870 of net sales for the
three months ended March 31, 2014, compared to a net income of
$888,332 on $14.46 million of net sales for the same period in
2013.
The Company's balance sheet at March 31, 2014, showed $(12.39)
million in total assets, $409,311 in total liabilities, and
stockholders' equity of $(12.8) million.
The continuation of the Company as a going concern is dependent
upon the ability of the Company to obtain necessary equity
financing to continue operations and the attainment of profitable
operations. The management will seek to raise funds from
shareholders. For the quarter ended March 31, 2014, the Company
has generated revenue of $561,870 and has incurred an accumulated
deficit $17.17 million. These factors raise substantial doubts
regarding the Company's ability to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/NcqVX2
About USmart Mobile
Del.-based USmart Mobile, previously known as ACL Semiconductors
Inc., is currently engaged in the production, manufacturing and
distribution of smartphones, electronic products and components in
Hong Kong Special Administrative Region and the People's Republic
of China through its operating subsidiaries.
USmart Mobile reported a net loss of $13.8 million on $72.2
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $4.86 million on $161 million of net sales for
the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company
had $12.04 million in total assets, $27.14 million in total
liabilities and a $15.10 million in total stockholders' deficit.
Albert Wong & Co. 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's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
VELTI INC: Chapter 11 Plan Declared Effective
---------------------------------------------
Velti Inc., et al., notified the U.S. Bankruptcy Court for the
District of Delaware that the Effective Date of their Chapter 11
plan of liquidation occurred on June 27, 2014.
As reported by the Troubled Company Reporter on June 5, 2014, the
U.S. Bankruptcy Court for the District of Delaware confirmed the
Debtors' Plan, allowing the Debtor to exit bankruptcy after being
sold to GSO Capital Partners LP, an affiliate of Blackstone Group
LP, in January. GSO acquired the business in exchange for debt,
the assumption of specified debt, and $1.25 million in cash for
curing payment defaults on contracts going along with the sale.
On May 19, 2014, Judge Peter J. Walsh approved the stipulation
resolving the claim of T-Mobile USA, Inc. The Claimant submitted
a proof of claim to the Debtor's claims agent on March 14, 2014,
asserting a claim in an amount not less than $2.28 million plus
contingent and unliquidated amounts allegedly owed by the Debtor
to the Claimant pursuant to a Aug. 26, 2013 settlement agreement.
The Claimant alleged that this amount qualified as a general
unsecured claim. The parties agreed to the allowance of the
Claimant's claim and its respective priority, in accordance with
the terms of the Stipulation, a copy of which is available for
free at http://is.gd/GtcEqr
On May 29, 2014, the Court entered an order granting the Debtors'
application for an order authorizing them to enter into consulting
agreement with Sally J. Rau, nunc pro tunc to April 1, 2014, under
which Ms. Rau would, among other things, be engaged in the
preparation and filing of monthly operating reports; work with the
Debtors' financial consultants, managing the financing and payment
of all Debtors' expenses; and assist the Debtors' counsel and
counsel to the Committee in reviewing claims and objecting to
claims. Ms. Rau would be paid a $20,000 fee per month,
commencing on April 1, 2014, and would be made stop only after the
confirmation of the Plan.
About Velti Inc.
Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.
Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million. Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.
The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.
The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois. The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.
U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors. The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.
An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases. The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel. Asgaard Capital LLC serves as financial advisor to
the Committee. Capstone Advisory Group LLC serves as consultant.
WAUSAU PAPER: Moody's Assigns B2 CFR & Rates $175MM Sec. Debt B2
----------------------------------------------------------------
Moody's assigned first-time ratings to Wausau Paper Corp.,
including the B2 corporate family rating (CFR), B2-PD probability
of default rating, and a B2 rating on the new $175 million secured
Term Loan B due in 2020. Moody's also assigned a speculative grade
liquidity (SGL) rating of SGL-3. The outlook is stable.
The proceeds of financing are expected to be primarily used to
repay the existing $150 million in debt and pay estimated breakage
fees and other transaction expenses.
Ratings Rationale
Wausau's B2 corporate family rating reflects the company's
position as a small player in the away from home North America
tissue market, and its vulnerability to competitors that are
larger, have greater market share and have more financial
resources than Wausau. The rating reflects the company's exposure
to volatile energy and fiber costs, as well as competitive cost
structure and strong margins following significant capital
investments made to enhance the operational platform. The ratings
further reflect the company's limited operating history in its new
configuration following the divestiture of its timberlands,
printing and technical products businesses over the past three
years. The company is now attempting to increase market share and
reposition its brands of environmentally conscious tissue
products. The ratings reflect Moody's expectation that in the next
two to three years, free cash flows will be constrained by growth
capex, contribution to underfunded pension plans (including those
remaining from divested operations) and repayment of severance and
contract termination liabilities.
The $175 million secured term loan will have a first priority lien
on all assets other than the ABL collateral, and a second priority
lien on ABL collateral. The company also will have a $50 million
ABL facility, secured by receivables and inventory. All other debt
and non-debt liabilities are unsecured obligations of Wausau. The
senior secured loan is rated B2 in line with the company's
corporate family rating, due to its effective relative seniority
within the company's capital structure (behind the ABL revolver
but ahead of senior unsecured debt).
The SGL-3 liquidity rating indicates adequate liquidity supported
by approximately $6 million in cash as of March 2014, and almost
full availability expected under the new $50 million revolving
credit facility maturing in 2019. The company does not face any
significant near term debt maturities. A maximum consolidated
total leverage ratio is the only expected financial test
requirement under the credit facility. Moody's expect Wausau will
remain in compliance over the near term. The company's fixed
assets are encumbered.
The stable rating outlook reflects Moody's expectation of steady
metrics, with Debt/ EBITDA tracking in the 4x range.
Ratings could be upgraded if free cash flows were expected to be
sustainably positive, and Debt/ EBITDA were maintained at 4x or
below.
Ratings could be downgraded if liquidity were to weaken, free cash
flows were persistently negative, or if Debt/ EBITDA were expected
to exceed 5x.
The principal methodology used in this rating was 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.
Wausau Paper Corp. manufactures, converts, and sells a complete
line of towel and tissue products that are marketed along with
soap and dispensing systems for the commercial and industrial
away-from-home market. The company's headquarters is located in
Mosinee, Wisconsin. At December 31, 2013, the company employed
approximately 900 employees primarily at the company's two
operating facilities in Harrodsburg, KY and Middletown, OH. The
company's products are primarily sold within the United States and
Canada. For the twelve months ended March 31, 2014 the company
generated $348 million in revenues.
WAUSAU PAPER: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Mosinee, Wis.-based Wausau Paper Corp.
The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating (one
notch higher than the corporate credit rating), with a '2'
recovery rating, to Wausau's proposed $175 million six-year bank
term loan. The '2' recovery rating on the notes indicates S&P's
expectation of substantial (70% to 90%) recovery in the event of
payment default.
The 'B-' corporate credit rating on Wausau Paper reflects S&P's
view of the company's "vulnerable" business risk profile and
"aggressive" financial risk profile. S&P's "vulnerable" business
risk assessment profile incorporates Wausau's small size and scope
of operations (two paper plants), product offerings limited to
"away from home" tissue products (paper towels and bath tissue),
and exposure to mature, stable but lower-growth markets.
S&P's ratings also take into account that Wausau is a small
participant in the away from home tissue markets and is subject to
competition from much larger and better capitalized players in
that space. Wausau focuses exclusively on tissue products, with
its operations being concentrated in two paper mills located in
Ohio and Kentucky.
"In our view, partially offsetting these risks are Wausau's
diverse customer base, projected average operating margins, and
ability to produce its full product breadth from recycled fiber,"
said Standard & Poor's credit analyst Thomas Nadramia.
The stable outlook reflects S&P's expectation that Wausau's debt
to EBITDA leverage will decline over the next 12 months but will
remain in the aggressive category (4x or higher).
A downgrade could occur if Wausau failed to achieve profitability
and cash flows in S&P's base case scenario, resulting in
constrained liquidity due to losses or declining availability (for
example, less than $25 million) under its ABL revolving credit
facility. This could occur, in S&P's view, in the event of a
major outage at one of its two plants, much higher than expected
operating expenses (a spike in fiber costs), or a material loss of
market share.
If recent sales and profit expansion initiatives are successful
and the company achieves optimal capacity utilization of its new
paper machine, debt to EBITDA could drop to less than 4x. In this
case S&P could raise its rating by one notch.
WESTMORELAND COAL: Jeffrey Gendell Reports 8.8% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that as of June 18, 2014, they beneficially owned
1,329,758 shares of common stock of Westmoreland Coal Company
representing 8.8 percent of the shares outstanding. The reporting
persons previously owned 1,547,713 shares at March 18, 2014. A
full-text copy of the regulatory filing is available for free at:
http://is.gd/RDBh0P
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011. As of Dec. 31, 2013, the Company had $946.68 million in
total assets, $1.13 billion in total liabilities and a $187.87
million total deficit.
* * *
As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.
"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman. "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged. We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."
Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.
WOONSOCKET, RI: Fitch Affirms 'B' Rating on $109MM GO Bonds
-----------------------------------------------------------
Fitch Ratings has taken the following action on the city of
Woonsocket RI's (the city) outstanding general obligation (GO)
bonds:
-- $109 million GO bonds affirmed at 'B'.
The Rating Outlook is Stable.
SECURITY
The bonds are general obligations of the city and are backed by
its full faith and credit and unlimited taxing power.
KEY RATING DRIVERS
PROGRESS IN STABILIZING FINANCES: The city has made progress in
stabilizing the city's finances, including decreases in the
cumulative general and school fund negative balances, and improved
liquidity position.
CITY BENEFITS FROM STATE OVERSIGHT: Fitch views state oversight of
the city via the Budget Commission positively given the severity
of the city's fiscal challenges. The commission's support in
restructuring city finances and stabilizing liquidity continues to
be key to the city's fiscal recovery.
CONTINUED FINANCIAL CHALLENGES; LIQUIDITY CONCERNS: The city faces
ongoing fiscal pressure driven by a weak but improving economy,
limited financial flexibility, and continued negative combined
city and school fund balances. Liquidity remains an issue,
although it has been addressed in the near term through another
advance of state aid.
WEAK EMPLOYMENT AND DEMOGRAPHICS: City demographics are weak with
high unemployment levels, low income levels, and declining
population.
HIGH DEBT AND RETIREE COSTS: Debt levels are above average and
total carrying costs for pensions, OPEB, and debt service are
high.
RATING SENSITIVITIES
LIQUIDITY STABILIZATION: The demonstrated ability of the city to
adequately address cash flow needs, with decreased reliance on
state aid advances, would lessen Fitch's concerns about stressed
liquidity and the city's ability to meet its financial obligations
in a timely manner.
ABILITY TO ADDRESS CUMULATIVE NEGATIVE ENDING BALANCES: The
ability to address cumulative school and city negative ending
balances adequately as planned would likely lead to a rating
upgrade.
CREDIT PROFILE
Woonsocket is located 15 miles outside of Providence. The city's
population of about 41,000 in 2013 has declined by 5% since 2000.
FINANCIAL IMPROVEMENT UNDER MULTI-YEAR DEFICIT REDUCTION PLAN
In 2013, the city developed a multi-year plan to reduce and
ultimately eliminate cumulative school and city fund negative
balances. Major components of the plan required state legislative
approval, including pension-related initiatives and a $2.5 million
supplemental property tax bill. The plan also includes employee
and retiree health care savings initiatives. The plan assumes
annual reductions in the cumulative school and city negative
balances, with a positive ending balance achieved by fiscal 2016.
Budget estimates a year ago indicated a fiscal year end 2013
cumulative city and school fund negative ending balance of
approximately $8.2 million, or 6% of expenditures. Audited
figures for fiscal year 2013, however, show a much smaller
negative balance of $3.2 million (2.2%). The bulk of the variance
relates to lower personnel costs (salary and benefits), as the
budget for fiscal year 2013 assumed a number of staffing positions
that were not filled. The city also experienced lower than
budgeted spending in other areas. The unrestricted portion of the
ending balance was a negative $3.5 million or 2.4% of expenditures
and transfers out.
Based on preliminary estimates for fiscal 2014, the combined
general and school fund operating surplus totals about $4.9, with
$2 million planned to be used for deficit reduction and the
remainder dedicated to capital spending needs. The city projects
a cumulative general and school fund negative ending balance of
$1.2 million (1%) at the end of fiscal 2014, reflecting a positive
undesignated general fund balance of $1.3 million and a negative
undesignated school fund balance of $2.5 million.
For fiscal 2015, the combined cumulative general and school fund
year-end balance is projected at a negative $1.2 million
reflecting balanced school fund operations and a modest general
fund surplus. The fiscal 2015 budget assumes revenue growth of
about 2% driven by higher property tax collections and increased
state education revenue resulting from the implementation of full-
day kindergarten. The tax levy increase is 4.8%, with the excess
above the state cap of 4% permitted by state legislative approval
due to the addition of Landmark Hospital to the tax base.
Expenditure growth of 4.0% is expected, reflecting increased
staffing, planning and development, public works, and pension
actuarially required contribution (ARC) funding costs.
STATE AID ADVANCES CONTINUE
In recent years, city cash flow has been strained, requiring
interfund borrowing, state aid advances, and property tax pre-
payment for stabilization. In fiscal 2013, the state advanced to
July 2012 $12.4 million in school aid originally scheduled for
April through June 2013. In addition, the city benefitted from a
prepayment by CVS Corporation in June 2013 of its $2.8 million
fiscal year 2014 property tax bill. CVS is the city's largest
taxpayer.
Current fiscal year 2014 combined city and school cash flows show
positive monthly ending cash balances, with the June 2014 ending
cash balance estimated at $4 million. The state again advanced
school aid ($12.8 million) to July 2013 from the originally
scheduled April through June 2014 payments. The city also relied
on interfund borrowing ($2 million, repaid in August 2013). The
city has about $2.8 million (vs. $7 million a year ago) in
deferred payments (30 to 45 days overdue) but expects to catch up
with the payments by August 2014. Fiscal year 2015 combined city
and school cash flow projections assume another, though lower,
state aid advance ($8.9 million), which has been approved for July
2014, derived from the advance of May and June 2015 payments, and
$2 million in interfund borrowing to be repaid by November 2014.
The June 2015 ending cash balance is estimated at about $500,000,
reflecting, in part, repayment of prior year payment deferrals.
PENDING LITIGATION
The city faces three significant pending lawsuits which could
negatively affect finances. First, a suit challenging the
implementation of the 2013 $2.5 million supplemental tax has been
filed and the city expects arguments to be heard in the case in
the fall. Second, a group representing police department retirees
has filed a legal challenge to retiree savings initiatives
implemented as part of the multi-year deficit reduction plan. A
potential adverse ruling could result in a $3.4 million liability
to the city and school funds. Management has indicated that
settlement discussions and negotiations with retirees are ongoing.
Last, WP Woonsocket Associates, LLC, one of the city's top
taxpayers (1% of TAV in fiscal 2013 or about $550,000 in tax
revenue), is challenging its valuation as overstated.
LONGER-TERM FINANCIAL CHALLENGES
The combined city and school funds face ongoing financial
challenges, with continued negative balances and liquidity strain,
though cash flow issues are being addressed in the near term
through another advance of state aid. However, Fitch believes
that budget commission oversight has led to more effective fiscal
management. The Budget Commission approved a multi-year plan to
reduce and ultimately eliminate projected cumulative school and
city operating deficits. Major components of the plan were
employee and retiree health care savings initiatives, some of
which required negotiated union contract revisions. As a back-up
in case union concessions were not received, the Commission was
able to enact these revisions by resolution for the unions whose
contracts had expired. In addition, the Budget Commission used
its authority to advance state aid to the city, stabilizing the
city's liquidity position.
The city's revenue-raising flexibility is limited due to a
statutory annual tax cap levy of 4% over the prior year's levy.
The city has been able to exceed the tax cap limit in certain
years with city council and state legislative approval, but there
is no assurance this would be consistently approved.
WEAK SOCIOECONOMIC INDICATORS
The city's unemployment rate has declined, but continues to be
elevated at 8.8% for April 2014, compared to 7.8% for the state
and 5.9% for the nation. Employment was flat in 2013, but April
year-over-year figures show growth of 1.1%. Median household
income of $39,329 and per capita money income of $21,316 are below
average at 70% and 72% of state averages, respectively.
Woonsocket benefits from the presence of CVS Caremark Corporation,
which maintains its headquarters in the city. CVS is the city's
largest employer (about 3,000 workers), and the largest taxpayer,
making up about 6.8% of the city's taxable assessed value (TAV).
Landmark Hospital, the city's second largest employer (1,000
workers) was purchased by Prime Healthcare Services in 2013. The
sale converted the hospital into a taxable entity. The city
expects the addition of the hospital to tax base to add about
$900,000 to fiscal 2015 tax revenues.
HIGH DEBT RATIOS AND UNDERFUNDED PENSIONS
Overall fiscal 2013 debt ratios are generally high, net of debt
service reimbursements on the city's public school revenue bonds
issued by the Rhode Island Health and Education Building
Corporation, with debt-to-market value at 6.3% and debt per capita
more mid-range at $2,867. Annual debt service as a percentage of
governmental spending was a high 14.3% in fiscal 2013. The city
has no near-term debt issuance plans. The fiscal 2014 and 2015
budgets include pay-go spending on firefighting, public works, and
school capital projects. A portion of school and general fund
surpluses was dedicated to capital spending, in part to address
deferred capital needs. Pressure to address deferred capital
spending will likely continue in the near term.
The city-administered police and fire pension plan is funded at a
low 59%, assuming a 7.5% rate of return, with an unfunded
liability of $34 million at July 1, 2013 or 1.8% of market value.
The 2013 funded ratio declines to an estimated 56% using a Fitch-
adjusted 7% rate of return. The city has historically underfunded
the ARC for the city-administered pension plan. Funding in fiscal
years 2013 and 2012 represented about 28% of the ARC in those
years. As part of its multi-year plan, the city has funded 100%
of the $3.5 million ARC for fiscal 2014, an increase of $2.5
million in fiscal 2014, and has budgeted 100% funding ($3.8
million) for fiscal 2015. Total pension ARC, OPEB pay-go and debt
service payments were high at about 26% of fiscal year 2013
operational spending.
WORLDWIDE MIXED MARTIAL ARTS: Dismissal Hearing Slated for July 9
-----------------------------------------------------------------
The Hon. Rosemary Gambardella of the U.S. Bankruptcy Court for
District of New Jersey continued the hearing to July 9, 2014, at
2:00 p.m., to consider dismissing the Chapter 11 bankruptcy case
of Worldwide Mixed Martial Arts Sports Inc.
As reported in the Troubled Company Reporter on June 24, 2014,
the Petitioning creditors -- Mackenzie Mergers and Acquisitions,
Consultants for Business and Industry, and Luigi Agostini -- filed
a motion for voluntary dismissal of the involuntary Chapter 11
case, as well as advised the Court and parties that they are
equity holders of the Debtor.
The Chapter 11 Trustee, Alfred T. Giuliano, does not object to the
Petitioning Creditors' request to dismiss Worldwide Mixed's
involuntary Chapter 11 case.
A number of other creditors led by William A. McFarland, CEO of
Novuss Media, Inc., are opposing the dismissal. In addition,
Theresa Puccio, largest creditors of the Debtor, is also
objecting, noting that the Debtor failed to honor their employment
agreement.
About Worldwide Mixed Martial Arts
Lawrence C. May, Edward M. Daspin, and Luigi Agostini filed an
involuntary Chapter 11 case against Boonton, New Jersey-based
Worldwide Mixed Martial Arts Sports, Inc., aka Worldwide Mixed
Martial Arts Sports, Inc. and its subsidiary Worldwide MMA, USA,
Inc. and its parent WMMA Holdings, Inc. (Bankr. D. N.J. Case No.
13-35006) on Nov. 14, 2013. The Hon. Rosemary Gambardella
presides over the case.
The Court later appointed a Chapter 11 Trustee. The Chapter 11
Trustee, Alfred T. Giuliano, is represented by Michael G.
Menkowitz, Esq. and Magdalena Schardt, Esq. of Fox Rothschild LLP
of Philadelphia, PA.
WPCS INTERNATIONAL: NASDAQ Grants Request for Continued Listing
---------------------------------------------------------------
WPCS International Incorporated, which specializes in contracting
services for communications infrastructure and the development of
a Bitcoin trading platform, on July 2 disclosed that on July 1,
2014, the Company received notice from The NASDAQ Stock Market LLC
that the NASDAQ Hearing Panel has determined to grant the
Company's request for continued listing on The NASDAQ Capital
Market, subject to certain conditions, including the solicitation
of proxies and the holding of a combined annual meeting for fiscal
2013 and 2014 by September 30, 2014.
As previously disclosed, on May 2, 2014, the NASDAQ Listing
Qualifications Staff notified the Company that it did not timely
satisfy the annual meeting and proxy solicitation requirements, as
set forth in NASDAQ Listing Rules 5620(a) and 5620(b),
respectively, and that the Company's securities were subject to
delisting unless the Company timely requested a hearing before the
Panel. On June 12, 2014, the Company appeared before the Panel,
at which it requested an extension through September 30, 2014 to
satisfy the proxy solicitation and annual meeting requirements.
About WPCS International Incorporated
WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.
The Company's former auditors, CohnReznick LLP, in Roseland, New
Jersey, expressed substantial doubt about WPCS International's
ability to continue as a going concern following the annual report
for the year ended April 30, 2013. The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities, had a working capital deficiency as of
and for the years ended April 30, 2013, and 2012, and has an
accumulated deficit as of April 30, 2013.
The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012. As of Jan. 31,
2014, the Company had $22.37 million in total assets, $15.18
million in total liabilities and $7.19 million in total equity.
* N.J. Supreme Court Approves VLJ's Pro Bono Bankruptcy Clinic
--------------------------------------------------------------
The New Jersey Supreme Court on July 2 approved a pro bono
bankruptcy clinic run by Volunteer Lawyers for Justice (VLJ), an
organization that works through pro bono lawyers to provide vital
legal services to low-income individuals and families. Reversing
a decision of the Advisory Committee on Professional Ethics, the
Court held that volunteer lawyers staffing the clinic do not face
a conflict of interest under the Rules of Professional Conduct
that govern the legal profession. With appropriate safeguards, a
volunteer attorney can represent a low-income debtor in a no-asset
Chapter 7 bankruptcy matter even if the attorney's firm represents
one or more of the debtor's creditors in unrelated matters.
Advisory ethics committees in New York and Boston have also found
that pro bono Chapter 7 bankruptcy programs similar to VLJ's do
not give rise to a conflict of interest.
Low-income New Jersey residents facing civil legal challenges are
often unable to get legal help. In the Chapter 7 bankruptcy
context, a technical area not designed for the layperson, the
number of self-represented bankruptcy filings has grown in the
wake of the recession, and litigants without lawyers are less
successful than those with lawyers in getting their debts
discharged.
The opinion stands as a strong statement of support for pro bono
legal service. As Chief Justice Rabner wrote for a unanimous
Court:
"Programs like VLJ's clinic help address this crisis, as volunteer
lawyers try to pave the way for debtors to recover financially.
We commend the lawyers in this and other pro bono initiatives who
offer their skill and help at a time of need. By doing so, they
help bridge the justice gap that leaves many low-income residents
in New Jersey without legal services."
* MBIA Seeks Data in $1 Billion Credit Suisse Mortgage Suit
-----------------------------------------------------------
Chris Dolmetsch and Jody Shenn, writing for Bloomberg News,
reported that MBIA Inc. asked a judge to order Credit Suisse Group
AG to turn over internal records that the bond insurer says
bolster its contention the bank lied about how it processed loans
packaged into mortgage-backed securities.
According to the report, MBIA said in a court filing on June 25
that Credit Suisse has withheld evidence about how the bank's
actual practices diverged from its representations -- including
documents identified as exhibits in other lawsuits based on the
same allegations. The bond insurer asked Justice Shirley Werner
Kornreich in New York State Supreme Court in Manhattan to force
the bank to search documents and e-mails on its policies and
practices including those related to loan underwriting and
origination, due diligence and post-acquisition quality-control
review, the report related.
* CFTC Reauthorization Bill OK'd Over White House Opposition
------------------------------------------------------------
Law360 reported that the U.S. House of Representatives passed a
bill to reauthorize the U.S. Commodity Futures Trading Commission
and implement reforms to help curb the risk of frauds like the
Peregrine Financial Group Inc. and MF Global Inc. scandals,
despite White House opposition to parts of the bill. According to
the report, H.R. 4413, the Customer Protection and End User Relief
Act, passed in a 265-144 vote after lawmakers adopted four
amendments.
* Illinois and Florida Bank Failure Bring Year's Total to 11
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Valley Bank from Moline, Illinois, and similarly
named Valley Bank from Fort Lauderdale, Florida, were taken over
by regulators on June 20.
According to the report, the 13 branches and accounts of the
Illinois bank were taken over by Great Southern Bank from Reed
Springs, Missouri. The four branches of the Florida bank became
outposts for Landmark Bank NA of Fort Lauderdale, the report
related. The two failures brought the year's total to 11,
Bloomberg said.
* Odds Stacked Against Casino Refinancings
------------------------------------------
Jonathan Schwarzberg, writing for The Deal, reported that the
relative recovery of casinos on the Strip in Las Vegas has not
extended throughout the entire gaming industry, and a
restructuring may be in the cards for those in other markets that
took on the most debt to fuel expansion plans.
According to the report, citing Moody's Investors Service Inc.,
fully 36% of the debt held by the 33 B-rated gaming companies is
due by 2018. That has industry analysts and advisers watching
what happens next, as they expect banks to tighten borrowing
conditions in a sector that's clearly hurting, the Deal said.
Moody's changed its outlook on the gaming industry to negative
from stable on June 30 due to revenue declines in areas outside of
downtown Las Vegas, the report related.
* Hedge Funds Blast Argentina's Bid for Stay in $1.5B Debt Row
--------------------------------------------------------------
Law360 reported that hedge funds owed $1.5 billion over defaulted
bonds pushed back against the Argentine government's request for
additional time to negotiate a deal, saying a delay would only
give the country more time to launch an evasion plan.
According to the report, the investment firms wrote in response to
a plea by Argentina to U.S. District Judge Thomas P. Griesa for a
stay of rulings that direct the country to make payments to the
hedge funds when the country makes interest payments to some 92
percent of bondholders that agreed to debt restructurings. The
hedge funds, including NML Capital Ltd. and affiliates of Aurelius
Capital Management LP, say there's no legal basis for staying
injunctions that have already been upheld on appeal, and
questioned Argentina's sincerity in seeking a negotiated
settlement, in light of a recent speech by Argentine Economic
Minister Axel Kicillof in which he said the country would seek to
restructure the bonds outside of U.S. jurisdiction, the report
related.
* BOOK REVIEW: The Money Wars: The Rise and Fall of the Great
Buyout Boom of the 1980s
-------------------------------------------------------------
Author: Roy C. Smith
Publisher: Beard Books
Softcover: 370 pages
List Price: $34.95
Review by David Henderson
Get your own personal today at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt
Business is war by civilized means. It won't get you a tailhook
landing on an n aircraft carrier docked in San Diego, but the
spoils of war can be glorious to behold.
Most executives do not approach business this way. They are
content to nudge along their behemoths, cash their options, and
pillage their workers. This author calls those managers "inertia
ridden." He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."
In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield. The 1980s saw the last great spectacle of business
titans clashing. (The '90s, by contrast, was an era of the
investment banks waging war on the gullible.) The Money Wars is
the story of the last great buyout boom. Between 1982 and 1988,
more than ten thousand transactions were completed within the U.S.
alone, aggregating more than $1 trillion of capitalization.
Roy Smith has written a breezy read, traversing the reader through
an important piece of U.S. history, not just business history. Two
thirds of the way through the book, after covering early twentieth
century business history, the growth of financial engineering
after WWII, the conglomerate era, the RJR-Nabisco story, and the
financial machinations of KKR, we finally meet the star of the
show, Michael Milken. The picture painted by the author leads the
reader to observe that, every now and then, an individual comes
along at the right time and place in history who knows exactly
where he or she is in that history, and leaves a world-historical
footprint as a result. Whatever one may think of Milken's ethics
or his priorities, the reader will conclude that he is the
greatest financial genius this country has produced since J.P.
Morgan.
No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men (and
it always seems to be men). Something there is about testosterone
and money. With so many deals being done, insider trading was
inevitable. Was Michael Milken guilty of insider trading?
Probably, but in all likelihood, everybody who attended his lavish
parties, called "Predators' Balls," shared the same information.
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm? That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.
When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalist like Carl Icahn and Ted Turner, who were
ready and able to wage their own financial warfare.
This book is a must read for any student of business who did not
live through any of these fascination financial eras.
Roy C. Smith is a professor of entrepreneurship, finance and
international business at NYU, and teaches on the faculty there of
the Stern School of Business. Prior to 1987, he was a partner at
Goldman Sachs. He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Harvard in 1966.
*********
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 ***