/raid1/www/Hosts/bankrupt/TCR_Public/141118.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, November 18, 2014, Vol. 18, No. 321
Headlines
AGFEED INDUSTRIES: Shareholders' Committee Sues Hormel
ALCO STORES: Closing Sales Slated for Nov. 19 Auction
ALLIED NEVADA: Has $62.4-Mil. Net Loss in Third Quarter
ALTEGRITY INC: Senior Creditors Negotiated 'Make-Whole' Provision
AMERICAN AIRLINES: Union Members Can't Object to Modifications
AMERICAN NATURAL: Delays Third Quarter Form 10-Q
AMERICAN RESIDENTIAL: New Acquisition No Impact on Moody's B3 CFR
ANADIGICS INC: Has $6.67-Mil. Net Loss in Sept. 27 Quarter
ATLANTIC COAST: Posts $453,000 Net Income in Third Quarter
BAXANO SURGICAL: Files for Chapter 11 Without a Buyer
BEAZER HOMES: Posts $34.4 Million Net Income in Fiscal 2014
BERNARD L. MADOFF: Victims Can't Look To Trustee on Picower Suit
BERNARD L. MADOFF: Trustee Strikes $497MM Deal With Investors
BG MEDICINE: Files Form 10-Q, Incurs $2.4 Million Net Loss in Q3
BG MEDICINE: Incurs $2.4 Million Net Loss in Third Quarter
BMB MUNAI: Incurs $14,000 Net Loss in Sept. 30 Quarter
BOYD BROTHERS: Walsworth to Acquire Manufacturing Assets
BROOKSTONE INC: Hires Toys "R" Us Executive as New CEO
BUDD COMPANY: March 31 Fixed as General Claims Bar Date
BUISON INC: BofA Puts Bui-Yah-Kah Assets for Sale on Nov. 20
C&J ENERGY: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
CAESARS ENTERTAINEMNT: Says Operating Unit Needs Restructuring
CHENIERE ENERGY: Reports $104.8-Mil. Net Loss in Third Quarter
CHINA SHIANYUN: Reports $245,000 Net Loss for Third Quarter
CICERO INC: Incurs $825,000 Net Loss in Third Quarter
COATES INTERNATIONAL: Reports $7.8 Million Third Quarter Loss
COCRYSTAL PHARMA: Incurs $2.5 Million Net Loss in Third Quarter
COMMUNITYONE BANCORP: Files Form 10-Q, Posts $1.7MM Q3 Net Income
CONSTAR INTERNATIONAL: Seeks Jan. 13 Extension of Exclusivity
CONSTELLATION ENTERPRISES: S&P Lowers CCR to 'CCC+'; Outlook Neg.
COUPOUNAS LLC: Has Go Signal to Liquidate Remaining Assets
CREXENDO INC: Incurs $1.5-Mil. Net Loss for Q3
CROWN MEDIA: Reports $14.9 Million Net Income for Third Quarter
CUTERA INC: Incurs $2.64-Mil. Net Loss in Sept. 30 Quarter
D.A.B. GROUP: Orchard Hotel Opposes Bankruptcy Plan
DAVID CAULKETT: BofA Takes Second-Mortgage Fight to Top Court
DENDREON CORP: Proposes $3.1MM Bonus Plan for Key Employees
DENDREON CORP: Proposes to Pay Critical Vendors
DENDREON CORP: Proposes Bidding Procedures for Potential Sale
DIAMONDBACK ENERGY: S&P Revises Outlook to Pos. & Affirms 'B' CCR
DUNE ENERGY: Tender Offer Expiration Extended to November 20
DYNEGY HOLDINGS: Lead Plaintiff Has no Status in Bankruptcy Court
ECO BUILDING: Needs More Time to File Sept. 30 Quarterly Report
ECOTALITY INC: Plan Scheduled for Dec. 15 Confirmation
ESTATE FINANCIAL: Pennymac Allowed to Pursue Foreclosure
EXIDE TECHNOLOGIES: Files Reorganization Plan
EXIDE TECHNOLOGIES: DIP Loan Maturity Extended to March 31
FAIRFIELD HORTICULTURAL: Case Summary & 5 Top Unsec. Creditors
FLAGSTAR BANCORP: Posts $27.6-Mil. Net Loss in Sept. 30 Quarter
FLC HOLDING: Has Agreement to Sell PNA Bank to Royal Financial
FOREST OIL: BlackRock Inc. Reports 5.7% Equity Stake
FOX ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
FRED FULLER: Can Continue Operations While Looking for Buyer
FRONTIERVISION PARTNERS: 10th Circ. Unfazed By Ex-CEO Suit Ruling
GLOBAL CASH: Moody's Assigns Caa1 Rating on New $400MM Sr. Notes
GENE CHARLES: U.S. Trustee Withdraws Motion to Show Cause
GENERAL MOTORS: Treasury Says Suit Poses Danger to Future Bailouts
GLOBAL CASH: S&P Lowers CCR to 'B', Removed From CreditWatch Neg.
GREAT WOLF: S&P Keeps 'BB-' 1st Lien Debt Rating on $214MM Add-on
GREEN GOBLIN: District Court Affirms Bankr. Court's Breach Ruling
GREEN POWER: Files List of 20 Largest Unsecured Creditors
GREEN POWER: Wants Until Nov. 12 to Files Schedules and Statement
GREENFIELD SPECIALTY: Moody's Hikes Corporate Family Rating to B2
GREENSHIFT CORP: Posts $318,000 Net Income in Third Quarter
GULFPORT ENERGY: S&P Raises CCR to 'B'; Outlook Stable
HERRING CREEK: Files Bare-Bones Petition in Boston
HORIZON LINES: Files Merger-Related Documents with SEC
HORIZON LINES: Caspian to Vote in Favor of Matson Merger
HOUSTON REGIONAL: Comcast Loses Bid to Stay Ch. 11 Plan
HYDROCARB ENERGY: Incurs $6.5 Million Net Loss in Fiscal 2014
IMH FINANCIAL: Incurs $23.4 Million Net Loss in Third Quarter
INDEX RECOVERY: Plan Confirmation Hearing Set for Dec. 2
INTERLEUKIN GENETICS: Incurs $1.4 Million Net Loss in 3rd Quarter
INT'L MANUFACTURING: DSW Panel Taps Services of Joseph & Cohen
INT'L MANUFACTURING: Trustee Can Hire Teraoka & Partners
ISAACSON STEEL: Bankruptcy Court Approves D&O Claims Settlement
ITR CONCESSION: La Porte Wants Other Counties to Bid for Lease
IZEA INC: Posts $685,000 Net Income in Third Quarter
JACKSONVILLE BANCORP: Posts $808,000 Net Income in 3rd Quarter
KASPER LAND: Has Until Dec. 11 to Get Court Approval of Plan
KEYWELL LLC: Cronimet Must Answer Counterclaims by Nov. 21
LATEX FOAM: U.S. Trustee Has Issues With Proposed KERP
LE-NATURE INC: Unsecured Creditors Getting 6.4% Recovery
LEVEL 3: Posts $85 Million Net Income in Third Quarter
LV HARMON: Gordon Silver Gets Approval to Withdraw as Counsel
MACKEYSER HOLDINGS: Lease Decision Period Extended Until Jan. 16
MAUI LAND: Incurs $749,000 Net Loss in Third Quarter
MGM RESORTS: Files Form 10-Q, Reports $20.3MM Net Loss for Q3
MILESTONE SCIENTIFIC: Incurs $358,000 Net Loss in Third Quarter
MISSISSIPPI PHOSPHATES: Meeting of Creditors Set for Dec. 17
MISSISSIPPI PHOSPHATES: U.S. Trustee Appoints Creditors' Committee
MMM HOLDINGS: Moody's Affirms B2 Senior Secured Debt Rating
MMRGLOBAL INC: Posts $1.9 Million Net Income in Third Quarter
MOBILE MINI: S&P Puts 'BB' Corp. Credit Rating on CreditWatch Neg.
MOBIVITY HOLDINGS: Reports $1.4-Mil. Net Loss for Third Quarter
MOTORS LIQUIDATION: Court Stayed "Sesay" Ignition Switch Suit
N-VIRO INTERNATIONAL: Two Directors Elected at Annual Meeting
NATIONAL SECURITY GRP: A.M. Best Affirms 'bb' Issuer Credit Rating
NATROL INC: Adam Nutrition & USPL Sell Claims to Claims Recovery
NAVISTAR INTERNATIONAL: Closes $250-Mil. Wholesale Funding Deal
NEPHROS INC: Incurs $706,000 Net Loss in Third Quarter
NETBANK INC: Tells High Court $5.7M Refund Ruling Is A Deviation
NET ELEMENT: Amends $50 Million Securities Prospectus
NEW LOUISIANA: Amended Terms of Baker Donelson Retention Okayed
NEW LOUISIANA: Panel Can Tap Pepper Hamilton as Counsel
NEW LOUISIANA: Panel Can Employ McGlinchey Stafford as Counsel
NORANDA ALUMINUM: Posts $3.9-Mil. Net Loss for Sept. 30 Quarter
NORTEL NETWORKS: Bell Aliant Assigns $506,200 Claim to TRC
NOVOLEX HOLDINGS: Moody's Assigns B2 Corporate Family Rating
NUVERRA ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to B3
NYTEX ENERGY: Incurs $756,000 Net Loss in Third Quarter
OCEANSIDE MILE: Approved to Incur $5.2MM Loan from Stonegate
OCZ TECHNOLOGY: Investors Blast Trustee's Bid to Halt $7.5M Deal
OIL & GAS EXPLORATION COS: S&P Lowers Ratings on 6 Companies
ONCOGENEX PHARMACEUTICALS: Incurs $4.91-Mil. Net Loss for Q3
ORAGENICS INC: Incurs $1.03-Mil. Net Loss in Sept. 30 Quarter
OSAGE EXPLORATION: Posts $107,000 Net Income in Third Quarter
PACIFIC THOMAS: Bankruptcy Case Transferred to San Jose Division
PARKWAY PROPERTIES: Posts $548K Net Loss for Sept. 30 Quarter
PGI INCORPORATED: Reports $833,000 Net Loss for Third Quarter
PHYSICAL PROPERTY: Incurs HK$169,000 Net Loss in Third Quarter
PLAZA HEALTHCARE: Country Villa Sold, Creditors Paid Immediately
PLUG POWER: Names Paul Middleton as New Chief Financial Officer
PLUG POWER: Incurs $9.4 Million Net Loss in Third Quarter
PLY GEM HOLDINGS: Posts $21.4 Million Net Income in 3rd Quarter
PRECISION OPTICS: Reports $296,000 Net Loss for Sept. 30 Quarter
PVA APARTMENTS: Nov. 19 Hearing on Bid for Property Turnover
QUIKRETE HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
RCS CAPITAL: Moody's Puts B2 CFR on Review for Downgrade
REALOGY GROUP: Moody's Rates New Senior Notes Due 2021 'Caa1'
REALOGY GROUP: S&P Affirms 'BB-' CCR & Rates $300MM Sr. Notes 'B'
RENAULT WINERY: NJ Hotel & Golf Course Seeks Bankr. Protection
RENAULT WINERY: Proposes Subranni Zauber as Counsel
RENAULT WINERY: Seeks to Use OceanFirst Bank's Cash Collateral
RESPONSE BIOMEDICAL: Incurs C$1.1 Million Net Loss in Q3
RESTORA HEALTHCARE: Dismissed as Professionals Paid Pro Rata
RESTORGENEX CORP: Reports $3.4 Million Net Loss for Third Quarter
SADEX CORPORATION: Case Summary & 5 Largest Unsecured Creditors
SANDBURG MALL: Chamber Chief Wants Mall Sold to Local Owners
SEARS CANADA: S&P Withdraws 'CCC+' Corporate Credit Rating
SEARS HOLDINGS: Board Approves Cash Award in Lieu of Rights
SEARS HOLDINGS: Subscription Rights Delisted From NASDAQ
SEARS METHODIST: Sells 2 Facilities for $12.8 Million
SECURITY NATIONAL: Secures Financing From Karlin & Colony
SHELBOURNE NORTH: Andres Sells Claim to Liquidity Solutions
SIGA TECHNOLOGIES: To Mediate with PharmAthene
SILVERSUN TECHNOLOGIES: Reports Q3 Net Income of $248,000
SKYLINE MANOR: Signs Buyer for $13 Million
SOLAR POWER: Incurs $7.7 Million Net Loss in Third Quarter
SOUND SHORE: Seeks to Tap Polsky & Getzler as Financial Advisors
SPECIALTY HOSPITAL: Sale Closing Date Extended to Nov. 14
SPECIALTY HOSPITAL: Wants to Terminate 401K Plan for Sale Closing
SPEEDEMISSIONS INC: Has $26,000 Net Loss in Third Quarter
STOCKTON, CA: Bankruptcy Costs Surpass $41 Million
SUNCOKE ENERGY: S&P Lowers CCR to 'B' & Removes From Watch Neg.
TARGUS GROUP: S&P Cuts CCR to 'CCC+' on Thinning Covenant Cushion
TIER REIT: Posts $16.4-Mil. Net Loss for Third Quarter
TRUMP ENTERTAINMENT: Amends Plan; DS Hearing Moved to Nov. 18
TRUMP ENTERTAINMENT: Panel Seeks End to Exclusivity to File Plan
TURNER GRAIN: Court Approves Hiring of Keech Law as Attorneys
UHHS/CSAHS-CUYAHOGA: Moody's Affirms Ba2 Outstanding Bonds Rating
UNITED BANCSHARES: Incurs $183,000 Net Loss in Third Quarter
UNIVERSAL COOPERATIVES: Hearing Today on Approval of Settlement
UNIVERSAL COOPERATIVES: Nov. 18 Hearing on Sale to Gloria
US TELEPACIFIC: Moody Assigns B3 Rating on New $505MM Term Loan
VARIANT HOLDING: Gets Two-Week Breather From Foreclosure Action
VERITEQ CORP: Needs More Time to File Form 10-Q, Expects Net Loss
VERMILLION INC: Incurs $5.6 Million Net Loss in Third Quarter
WAFERGEN BIO-SYSTEMS: Files Form 10-Q, Incurs $2.8MM Q3 Net Loss
WASTE INDUSTRIES: S&P Affirms 'B+' CCR & Revises Outlook to Pos.
WILLIAM HAWKINS: US Asks 9th Circ. to Rehear Lavish Spending Case
XERIUM TECHNOLOGIES: Incurs $20.47-Mil. Net Loss in Q3
* Attorney Charged With Forging Bankruptcy Judge's Signature
* Ex-Lawyer Sentenced To 6 Years For Stealing Client Funds
* Rick Antonoff Joins Blank Rome's NY Office as Bankruptcy Partner
* Large Companies With Insolvent Balance Sheet
*********
AGFEED INDUSTRIES: Shareholders' Committee Sues Hormel
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Official Committee of Equity Security
Holders appointed in AgFeed Industries Inc.'s Chapter 11 case
began a lawsuit against Hormel Foods Corp., from which AgFeed
bought a U.S. hog-raising business in 2010.
According to the report, the equity committee said in its
complaint that Austin, Minnesota-based Hormel represented there
were no violations or defaults under agreements where the hog-
raising business to be acquired by AgFeed was supplying animals to
Hormel. About two years later, Hormel claimed defaults and
initiated an arbitration in which it was awarded $7.9 million, the
report said.
About AgFeed Industries
AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.
AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers. The Debtors estimated assets of at least $100
million and debts of at least $50 million.
Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case. Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors
Inc. acts as the Debtors' financial advisor. The Debtors' claims
and noticing agent is BMC Group, Inc.
The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases. The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as
the Creditors' Committee's financial advisor.
An official committee of equity security holders was also
appointed to the Chapter 11 cases. The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.
Jefferies Leveraged Credit Products and Claims Recovery Group are
represented by Lawrence J. Kotler, Esq., and Catherine B.
Heitzenrater, Esq., at Duane Morris, LLP.
ALCO STORES: Closing Sales Slated for Nov. 19 Auction
-----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Bankruptcy Court in Dallas, Texas,
has approved procedures governing the conduct of store closing
sales at Alco Stores Inc.
According to the Bloomberg report, a joint venture among Tiger
Capital Group LLC, SB Capital Group LLC and Great American Group
WF LLC will serve as the so-called stalking horse submitting the
first bid for the right to conduct store-closing sales. Competing
liquidation bids and going-concern offers are due Nov. 17, to be
followed by an auction on Nov. 19, the Bloomberg report related.
BankruptcyData reported that Alco received three formal proposals
from the entities contacted to serve as the Debtors' agent in
conducting store closing sales. The stalking horse liquidator
will receive (i) a break-up fee of $1,750,000 plus (ii) expense
reimbursement, subject to a cap of $750,000, the BData report
said.
About ALCO Stores
ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States. Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains. The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.
ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."
ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.
Judge Stacey G. Jernigan presides over the Chapter 11 cases.
The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.
As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million. The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.
ALLIED NEVADA: Has $62.4-Mil. Net Loss in Third Quarter
-------------------------------------------------------
Allied Nevada Gold Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $62.41 million on $76.91 million of revenue for the
three months ended Sept. 30, 2014, compared with net income of
$4.97 million on $76.74 million for the same period in 2013.
The Company's balance sheet at Sept. 30, 2014, showed
$1.39 billion in total assets, $667.61 million in total
liabilities and total stockholders' equity of $726.91 million.
A copy of the Form 10-Q is available at:
http://is.gd/UlFLRt
Allied Nevada Gold Corp. is a gold producer which operates the
Hycroft Mine in Nevada as its single operating mine. Hycroft is
currently an open pit, run-of-mine and crushed ore heap leach gold
mine that concurrently produces silver as a byproduct. In the 12
months ending June 30, 2013, the company produced approximately
151,000 ounces of gold and 740,600 ounces of silver. Assuming
that Hycroft continues to operate as a heap leach only mine, the
company has targeted an annual production rate of 225,000 ounces
of gold and 2.7 million ounces of silver through 2020. The
company also owns six exploration properties in Nevada, including
Hasbrouck, Mountain View, Three Springs, Wildcat, Pony
Creek/Elliot Dome and Maverick Springs, a 45% joint venture with
Silver Standard Resources Inc., although further exploration
activities have been suspended at the present time. Revenues for
the 12 months ending June 30, 2013 were approximately $250
million.
ALTEGRITY INC: Senior Creditors Negotiated 'Make-Whole' Provision
-----------------------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
people familiar with private debt agreements said Altegrity Inc.'s
senior creditors in July negotiated a "make-whole" provision
designed to increase their odds of a large payout if the company
files for bankruptcy.
According to the Journal, citing the people, Altegrity's
restructuring talks won't necessarily result in bankruptcy filing.
Depending on how restructuring talks play out, the agreement could
put owners of about $825 million in senior bonds -- and
potentially some other senior creditors -- at an advantage
relative to holders of the rest of its $1.7 billion in debt, the
Journal said.
About Altegrity Inc.
Altegrity provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services. Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners. Annual revenues are approximately $1.5 billion.
* * *
The Troubled Company Reporter, on Sept. 23, 2014, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Va.-based Altegrity Inc. to 'CCC-' from
'CCC+'. At the same time, S&P lowered its rating on the senior
secured asset-backed revolver (ABL) and first-lien debt to 'CCC'
from 'B-'. The recovery ratings on the ABL and first-lien debt
are '2', indicating that lenders could expect substantial (70% to
90%) recovery in the event of a payment default.
On Sept. 16, 2014, the TCR reported that Moody's Investors Service
downgraded Altegrity's corporate family rating (CFR) to Caa3, from
Caa2, its probability of default rating to Caa3-PD, from Caa2-PD,
and changed the outlook for Altegrity's ratings to negative, from
stable.
AMERICAN AIRLINES: Union Members Can't Object to Modifications
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. District Judge Colleen McMahon, in an
appeal arising from the reorganization of American Airlines, ruled
that a subset of union members with interests particular to
themselves aren't "interested parties" and don't have the right to
object or appeal from a bankruptcy court order authorizing
modification of a union contract.
According to the report, Judge McMahon said a group of pilots who
were employed in 1983 and who objected to the modifications of the
union contract entered into 1993 was not an "interested party"
under Section 1113 and had no right to oppose modification of the
union contract or appeal from imposition of a new contract. The
judge said that federal labor policy doesn't permit individual
union members or subsets to participate in negotiations over a
union contract, the report noted.
The appeal is Supplement B Pilot Beneficiaries v. AMR Corp. (In re
AMR Corp.), 12-7800.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements. AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors. It was the third largest airline in the United States
at the time of the bankruptcy filing.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.
AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.
The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways. By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.
Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.
In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit. The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.
AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.
* * *
The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable. At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.
The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026. At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022. The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.
The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.
The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.
The TCR, on Oct. 16, 2014, reported that Moody's upgraded its
ratings assigned to the Series 2001-1 Enhanced Equipment Trust
Certificate ("2001 EETCs") of American Airlines, Inc.: A-tranche
to B2 from Caa1, B-tranche to Caa3 from Ca and C-tranche to Caa3
from Ca. Moody's also affirmed all of its other ratings assigned
to American Airlines Group Inc. ("AAG"), including the B1
Corporate Family and B1-PD Probability of Default ratings, and of
American Airlines, Inc. ("AA") and US Airways Group, Inc. and its
subsidiaries, US Airways, Inc. and America West Airlines, Inc. The
outlook is stable and the Speculative Grade Liquidity Rating of
SGL-1 is unchanged. American Airlines Group Inc. guarantees
American Airlines obligations of the 2001 EETCs.
AMERICAN NATURAL: Delays Third Quarter Form 10-Q
------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form 12b-
25 with respect to its quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2014. The Company said it is actively
working on the completion of a financing to replace and repay
existing indebtedness and expand its assets. This has delayed
assembly and completion information required to complete its
annual report on Form 10-Q.
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 in 2013, a
net loss of $3.31 million in 2012 and a net loss of $905,792 in
2011.
As of June 30, 2014, the Company had $18.99 million in total
assets, $15.37 million in total liabilities and $3.61 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.
AMERICAN RESIDENTIAL: New Acquisition No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Services says that American Residential
Services, L.L.C.'s ("ARS") recent acquisitions are modestly credit
negative but will not result in changes to the B3 Corporate Family
Rating (CFR) of ARS, or any of the company's debt instrument
ratings. ARS has a stable ratings outlook. The company plans to
fund the acquisitions with incremental first lien debt.
The principal methodology used in rating this issuer was Moody's
Global Business & Consumer Service Industry Rating Methodology,
published October 2010.
ARS, headquartered in Memphis, Tennessee, is one of the largest
providers of HVAC, plumbing, sewer, drain cleaning, and energy
efficiency services in the United States.
ANADIGICS INC: Has $6.67-Mil. Net Loss in Sept. 27 Quarter
----------------------------------------------------------
ANADIGICS, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $6.67 million on $18.87 million of net sales for the three
months ended Sept. 27, 2014, compared with a net loss of
$11.2 million on $37.01 million of net sales for the three months
ended Sept. 28, 2013.
The Company's balance sheet at Sept. 27, 2014, showed $63.5
million in total assets, $16.11 million in total liabilities and
stockholders' equity of $47.39 million.
A copy of the Form 10-Q is available at:
http://is.gd/EFWP4w
ANADIGICS, Inc., is a provider of semiconductor solutions in the
growing broadband wireless and wireline communications markets.
The Company's products include radio frequency (RF) power
amplifiers (PAs), tuner integrated circuits, active splitters,
line amplifiers and other components, which can be sold
individually or packaged as integrated front end modules (FEMs).
The Company is based in Warren, New Jersey.
ATLANTIC COAST: Posts $453,000 Net Income in Third Quarter
----------------------------------------------------------
Atlantic Coast Financial Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $453,000 on $7.11 million of total
interest and dividend income for the three months ended Sept. 30,
2014, compared to a net loss of $929,000 on $7.01 million of total
interest and dividend income for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $884,000 on $20.97 million of total interest and
dividend income compared to a net loss of $4.52 million on $21.93
million of total interest and dividend income for the same period
last year.
The Company's balance sheet at Sept. 30, 2014, showed $713.94
million in total assets, $643.45 million in total liabilities and
$70.48 million in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/BlNa43
About Atlantic Coast
Atlantic Coast Financial Corporation is the holding company for
Atlantic Coast Bank, a federally chartered and insured stock
savings bank. It is a community-oriented financial institution
serving northeastern Florida and southeastern Georgia markets.
Investors may obtain additional information about Atlantic Coast
Financial Corporation on the Internet at
www.AtlanticCoastBank.net, under Investor Information.
Atlantic Coast reported a net loss of $11.40 million in 2013, a
net loss of $6.66 million in 2012 and a net loss of $10.28
million in 2011.
BAXANO SURGICAL: Files for Chapter 11 Without a Buyer
-----------------------------------------------------
Baxano Surgical Inc. sought bankruptcy protection with plans to
sell its assets although it would have to find another buyer who's
opening the auction as the stalking-horse bidder has backed out.
Marketing its assets since September this year, Baxano three weeks
ago reached agreement on a non-binding term-sheet to sell all but
one of its product lines to a well-funded strategic purchaser who
was to serve as a stalking horse in a to-be filed bankruptcy
proceeding. The price indicated by the presumed stalking horse
would have been sufficient to repay the Debtor's obligations to
its prepetition secured lender in full. On the strength of the
term-sheet, the Debtor was able to obtain a tentative agreement
from its secured lender to provide debtor-in-possession funding
that would have carried the Debtor through a normal bankruptcy
sale process.
However, on Friday afternoon, the presumed stalking horse advised
the Debtor that it was no longer willing to serve as a stalking
horse. Upon receiving that advice, the Debtor and its secured
creditor were forced to re-group and consider next steps. It was
not until Nov. 11, 2014, that a tentative commitment was obtained
from the Debtor's secured creditor to provide a smaller amount of
debtor-in-possession financing to fund a greatly accelerated sale
process, this time without a stalking horse.
Accordingly, given those exigencies, the Debtor filed a bankruptcy
petition with the intention of seeking limited first day relief in
the form of motions: (a) authorizing the payment of pre-petition
wages and related relief; and (b) authorizing interim debtor in
possession financing and use of cash collateral.
In order to finance the continued operations of the Debtor during
the completion of the marketing process, the Debtor's prepetition
lender, Hercules Technology Growth Capital, Inc., Debtor has
agreed to: (i) consent to the continued use of cash collateral;
and (ii) provide the Debtor with debtor-in-possession funding up
to $350,000. The Debtor will be able to draw up to $250,000
immediately upon issuance of an interim order.
Road to Bankruptcy
The Debtor has experienced losses since its inception. Losses
from operations have resulted principally from sales and marketing
costs that have historically exceeded gross profit, costs incurred
in research and development programs and from general and
administrative expenses, including significant costs associated
with establishing and maintaining intellectual property rights.
The Debtor elected to close its San Jose manufacturing facility as
of the end of November 2014 in order to reduce costs. The Debtor
planned to transfer manufacturing to Ventra, a contract
manufacturing company located near the Debtor's San Jose facility.
The transfer of manufacturing is stalled due to the inability to
get critical components from vendors owed significant sums.
As a result of the foregoing, approximately three months ago the
Debtor concluded that it was not a viable stand-alone business.
As a result, on Sept. 9, 2014, the Debtor employed Houlihan Lokey
Capital, Inc. to assist in, among other things, its search for a
buyer or buyers. While those efforts have not yet produced a
buyer or buyers for the Debtors business, the Debtor will seek
court approval to retain Houlihan and anticipates seeking court
approval to engage in a sale process in these bankruptcy
proceedings.
A copy of the affidavit in support of the first-day motions is
available for free at:
http://bankrupt.com/misc/Baxano_1st_Day_Affidavit.pdf
About Baxano Surgical
Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region. As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.
Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to
Judge Christopher S. Sontchi.
The Debtor estimated $10 million to $50 million in assets and
debt. The formal schedules of assets and liabilities and
statement of financial affairs are due Dec. 1, 2014.
The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel. The Debtor is
also employing the law firm of Goodwin Proctor LLP as special
counsel, and the law firm of Hogans Lovell as special healthcare
regulatory counsel. The Debtor is engaging Tamarack Associates
to, among other things, provide John L. Palmer as CRO. Houlihan
Lokey is serving as the Debtor's investment banker. Rust
Consulting Omni is the claims and noticing agent.
The Chapter 11 plan and disclosure statement are due March 12,
2015.
BEAZER HOMES: Posts $34.4 Million Net Income in Fiscal 2014
-----------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $34.38 million on $1.46 billion of total revenue for
the fiscal year ended Sept. 30, 2014, as compared to a net loss of
$33.86 million on $1.28 billion of total revenue for the fiscal
year ended Sept. 30, 2013.
As of Sept. 30, 2014, the Company had $2.06 billion in total
assets, $1.78 billion in total liabilities and $279.11 million in
total stockholders' equity.
As of Sept. 30, 2014, the Company's liquidity position consisted
of $324.2 million in cash and cash equivalents, $150 million of
capacity under its Secured Revolving Credit Facility, plus $62.9
million of restricted cash, of which $22.4 million related to the
Company's cash secured term loan.
A full-text copy of the Form 10-K is available at:
http://is.gd/3k9yml
About Beazer Homes
Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."
* * *
Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.
In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD'
from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.
As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013. The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.
BERNARD L. MADOFF: Victims Can't Look To Trustee on Picower Suit
----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Stewart M. Bernstein
refused to let several investors suing the estate of Jeffry
Picower, an alleged beneficiary of Bernard L. Madoff's Ponzi
scheme, to take discovery in an attempt to salvage their claims
from the trustee winding down the Madoff estate.
According to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, the single-largest recovery by the Madoff
trustee, Irving Picard, was $5 billion paid by the estate of the
late Jeffry M. Picower. The Picower estate paid an additional
$2.2 billion to the federal government as a civil forfeiture. The
settlement provided that no one else could sue Picower, the
Bloomberg report noted.
Judge Bernstein, in barring the district court plaintiffs from
trying to use the bankruptcy as a vehicle for dredging up
information, said the bankruptcy rules don't permit collecting
information for use outside bankruptcy court, Bloomberg further
related.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014. Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC. More
than 1,100 victims have already recovered the full principal they
lost in the fraud.
As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.
BERNARD L. MADOFF: Trustee Strikes $497MM Deal With Investors
-------------------------------------------------------------
Irving Picard, the court-appointed trustee for Bernard L. Madoff's
company, entered into a settlement with two investment funds which
agreed to return $497 million they received by investing with Mr.
Madoff, various news sources reported.
According to Jacqueline Palank, writing for Daily Bankruptcy
Review, with the new legal settlement, Mr. Picard's total recovery
for the Madoff company totals more than $10 billion. Law360 said
the recent settlement is with Herald Fund SPC and Primeo Fund.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014. Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC. More
than 1,100 victims have already recovered the full principal they
lost in the fraud.
As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.
BG MEDICINE: Files Form 10-Q, Incurs $2.4 Million Net Loss in Q3
----------------------------------------------------------------
BG Medicine, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.39 million on $695,000 of total revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $3.66
million on $1.03 million of total revenues for the same period a
year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $6.74 million on $2.23 million of total revenues
compared to a net loss of $13.91 million on $2.92 million of total
revenues for the same period during the prior year.
As of Sept. 30, 2014, the Company had $7.57 million in total
assets, $5.87 million in total liabilities and $1.69 million in
total stockholders' equity.
The Company's primary sources of liquidity have included its cash
balances, sales of its equity securities, term loan, product
revenue from sales of the BGM Galectin-3 Test, and service revenue
from the HRP initiative. As of Sept. 30, 2014, the Company had
$6.3 million of cash.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Zwjxeq
About BG Medicine
Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs. The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure. The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.
BG Medicine reported a net loss of $15.84 million on $4.07 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $23.76 million on $2.81 million of total
revenues during the prior year.
Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations, recurring
cash used in operating cash flows and stockholders' deficit raise
substantial doubt about its ability to continue as a going
concern.
BG MEDICINE: Incurs $2.4 Million Net Loss in Third Quarter
----------------------------------------------------------
BG Medicine, Inc., reported a net loss of $2.39 million on
$695,000 of total revenues for the three months ended Sept. 30,
2014, compared to a net loss of $3.66 million on $1.03 million of
total revenues for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $6.74 million on $2.23 million of total revenues
compared to a net loss of $13.91 million on $2.92 million of total
revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $7.57
million in total assets, $5.87 million in total liabilities and
$1.69 million in stockholders' equity.
"We have redirected our energy and investments to prepare for the
anticipated U.S. market launch of automated galectin-3 testing by
our automated partners, the first of which is expected in 2015,"
said Paul R. Sohmer, M.D., president and chief executive officer
of BG Medicine. "Having already reduced our operating expenses
for the first nine months of 2014 by 48% from the prior year, we
eliminated approximately 55% of our work force in order to further
reduce operating expenses and extend our cash runway. In so
doing, we believe that we have maintained the personnel and
functions that are necessary to continue to support our current
customer base and to deliver on what we believe will be the
critical catalysts for a successful launch of automated testing
for galectin-3."
A full-text copy of the Form 10-Q is available at:
http://is.gd/V6DZvT
About BG Medicine
Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs. The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure. The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.
BG Medicine reported a net loss of $15.84 million on $4.07 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $23.76 million on $2.81 million of total
revenues during the prior year.
Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations, recurring
cash used in operating cash flows and stockholders' deficit raise
substantial doubt about its ability to continue as a going
concern.
BMB MUNAI: Incurs $14,000 Net Loss in Sept. 30 Quarter
------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $14,208 on $0 of revenues for the three months ended Sept. 30,
2014, compared to a net loss of $603,876 on $0 of revenues for the
same period in 2013.
For the six months ended Sept. 30, 2014, the Company reported a
net loss of $42.90 million on $0 of revenues compared to a net
loss of $1.14 million on $0 of revenues for the same period a year
ago.
The Company's balance sheet at Sept. 30, 2014, showed $8.58
million in total assets, $8.64 million in total liabilities, all
current, and a $62,206 total shareholders' deficit.
"The Company does not anticipate generating revenue unless it is
able to identify and exploit a new business opportunity. No
assurance can be given that the Company will be able to identify
or exploit a new business opportunity. Further, no assurance can
be given that the Company will have the funds available to it that
would enable it to take advantage of such opportunity should one
be identified. These factors, coupled with the fact that the
Company's current liabilities exceed its current assets, raise
substantial doubt about the Company's ability to continue as a
going concern," the Company stated in the Report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/xyfv0v
BMB Munai, Inc., is engaged in oil and natural gas exploration and
production through Emir Oil LLP, which was sold to a third party
entity in 2011. The Company has been focused on satisfying its
post-closing undertakings in connection with the sale of Emir Oil,
winding down its operations in Kazakhstan and exploring oil and
gas opportunities.
BOYD BROTHERS: Walsworth to Acquire Manufacturing Assets
--------------------------------------------------------
Printing company Walsworth has entered into an agreement to
acquire significant manufacturing assets from Boyd Brothers
Printing. The acquisition of these assets was made possible when
Boyd Brothers president and owner, Jim Boyd Jr., announced to his
employees the commercial printing company is closing.
Mypanhandle.com relates that Boyd Brothers Printing will shut down
Wednesday leaving about 100 people jobless. "Unfortunately, due
to the changing dynamics of the industry and lack of access to
capital, Boyd is forced to close its doors," Mr. Boyd said.
Boyd Brothers is working with Walsworth in winding down its
operations in an orderly manner to mitigate impacts on employees,
customers and vendors. Boyd Brothers is working with CareerSource
Gulf Coast in order to place employees into new jobs,
Mypanhandle.com adds, citing Boyde Brothers Production Manager
Laura Strappel.
Walsworth is expected to relocate several presses, bindery
equipment and other ancillary items to its production facilities
in Missouri and Michigan. The relocation of the manufacturing
equipment is expected to occur during the first quarter of 2015.
According to Bay County Court records, a foreclosure notice was
filed against Boyd Brothers in October. Mypanhandle.com relates
that no ruling has been made on the matter.
About Boyd Brothers
Panama City, Florida-based Boyd Brothers, Inc., filed for Chapter
11 bankruptcy protection (Bankr. N.D. Fla. Case No. 11-50536) on
Oct. 7, 2011, estimating its assets at $1 million to $10 million
and debts at $10 million to $50 million. The petition was signed
by James A. Boyd, Jr., president.
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., serves as the Debtor's bankruptcy counsel.
BROOKSTONE INC: Hires Toys "R" Us Executive as New CEO
------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Thomas Via, a former Toys "R" Us executive, will become Brookstone
Inc.'s president and chief executive on Dec. 1, replacing Steven
Schwartz, a longtime Brookstone merchandising executive who
stepped in as interim CEO in September when then-chief executive
James Speltz resigned.
According to the Journal, Mr. Schwartz will resume his role as
chief merchandising officer of the Merrimack, N.H.-based specialty
retailer that emerged from bankruptcy protection earlier this year
under the ownership of Chinese investors.
About Brookstone Holdings
Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.
Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014. Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports. Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/
An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties. As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.
As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes. The Debtors estimate that their unsecured debt is
between $75 million and $85 million.
The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.
The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.
The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.
Brookstone Holdings Corp., et al., notified the U.S. Bankruptcy
Court for the District of Delaware that the effective date of
their Second Modified Joint Chapter 11 Plan of Reorganization
occurred on July 7, 2014. The Plan was confirmed on June 24.
BUDD COMPANY: March 31 Fixed as General Claims Bar Date
-------------------------------------------------------
The Bankruptcy Court established March 31, 2015, at 5:00 p.m., as
the deadline for any person or entity wishing to assert a claim
against The Budd Company, Inc., that arose before the Petition
Date.
Proofs of claim must be submitted to these addresses by:
first class mail:
The Budd Company, Inc., Claims Processing Center
c/o Epiq Bankruptcy Solutions, LLC
FDR Station
P.O. Box 5011
New York, NY 10150-5011
hand delivery or overnight mail:
The Budd Company Inc., Claims Processing Center
c/o Epiq Bankruptcy Solutions, LLC
757 Third Avenue, 3rd Floor
New York, NY 10017
Any objections to any general proofs of claim form filed by the
general claimants bar date are due within 60 days of the general
claimant bar date.
About The Budd Company
The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.
The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.
Liabilities amount to approximately $1 billion with assets of
approximately $400 million. Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.
The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.
The Hon. Jack B. Schmetterer oversees the case. The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.
The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees. The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant. The Committee retained Solic Capital Advisors, LLC as
its financial advisor.
Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants. Charter Oak Financial Consultants, LLC as its
financial advisors.
BUISON INC: BofA Puts Bui-Yah-Kah Assets for Sale on Nov. 20
------------------------------------------------------------
Bank of America N.A. will sell collateral of its debtor Buison
Inc. dba Bui-Yah-Kah. A public sale to the highest qualified
bidder is set for Nov. 20, 2014, at 2:00 p.m. (Central Time) at
the Office of Bryan Cave LLP, 2200 Ross Ave., Suite 3300 in
Dallas, Texas.
The collateral includes property removed from Bui-Yah-ah chain of
clothing retail stores consisting primarily of clothing. For
further information of collateral, contact:
Ed Fields, Esq.
BRYAN CAVE LLP
2200 Ross Ave., Suite 3300
Dallas, TX 75201
Tel: 214-721-8032
Fax: 214-821-8100
Email: ed.fields@bryancave.com
Based in Texas, Buison Inc. dba Bui-Yah-Kah -- http://www.bui-yah-
kah.com/ -- operates a chain of retail stores selling fashion
accessories.
C&J ENERGY: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to C&J Energy Services Ltd. The outlook is stable.
At the same time, S&P assigned its 'BB+' issue-level ratings (two
notches above the corporate credit rating) to the company's $300
million five-year term loan, $375 million seven-year term loan,
and $600 million revolving credit facility that matures in 2019.
"The stable outlook reflects our expectation that the company will
be able to generate positive free cash flow over the next two
years (2015 and 2016) while maintaining leverage of about 2x,"
said Standard & Poor's credit analyst Stephen Scovotti.
S&P would consider an upgrade if the company were able to
significantly expand its business beyond North America, which
could potentially lead to an improvement in its business profile.
Alternatively, a higher rating could also result from the company
exhibiting a more conservative financial policy over an extended
period of time, such that FFO to debt was sustained above 45%.
S&P could lower the ratings if FFO to debt fell below 30% or debt
to EBITDA increased to above 3x with no near-term solution. This
could occur if market conditions weakened considerably.
Alternatively, this could occur if the company adopts a more
aggressive financial policy.
CAESARS ENTERTAINEMNT: Says Operating Unit Needs Restructuring
--------------------------------------------------------------
Reuters reports that Caesars Entertainment Corp. on Friday cited
"substantial doubt" about the ability of its largest division,
Caesars Entertainment Operating Co., to survive past 2015 without
restructuring its debt, possibly through Chapter 11 bankruptcy.
Christopher Palmeri and Laura J. Keller at Bloomberg News relates
that the Company admitted that the Operating Co. won't have enough
cash to repay debts by the fourth quarter of 2015 if it can't
restructure its obligations through creditor negotiations or
bankruptcy. The Company's filing with the U.S. Securities and
Exchange Commission shows that the Operating Co. burned through
almost $550 million in the nine months through September 2014 and
expects negative operating cash flows for the foreseeable future.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies. 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 in 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.
* * *
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.
As reported by the TCR on May 1, 2014, Fitch Ratings had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.
CHENIERE ENERGY: Reports $104.8-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Cheniere Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $104.8 million on $66.81 million of total revenues for the
three months ended Sept. 30, 2014, compared with a net loss of
$122 million on $67.8 million of total revenues for the same
period in the prior year.
The Company's balance sheet at Sept. 30, 2014, showed
$11.8 billion in total assets, $9.45 billion in total liabilities
and total stockholders' equity of $2.33 billion.
A copy of the Form 10-Q is available at:
http://is.gd/UGqWdm
Cheniere is a Houston-based energy company that mainly engages in
liquefied natural gas (LNG)-related businesses. Through its
subsidiary, Cheniere Energy Partners L.P., it owns and operates
the Sabine Pass LNG regasification terminal project in Cameron
Parish, La.
CHINA SHIANYUN: Reports $245,000 Net Loss for Third Quarter
-----------------------------------------------------------
China Shianyun Group Corp., Ltd., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $245,306 on $48,652 of revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$110,515 on $495,857 of revenues for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.19 million on $207,249 of revenues compared to a
net loss of $473,127 on $856,808 of revenues for the same period
in 2013.
The Company's balance sheet at Sept. 30, 2014, showed $4.03
million in total assets, $6.13 million in total liabilities and a
$2.09 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/6T3nKI
About China Shianyun
China Shianyun Group Corp., Ltd, formerly known as China Green
Creative, Inc., develops and distributes consumer goods, including
herbal teas, health liquors, meal replacement products, and cured
meat using ecological breeding methods in China. The Company is
based in Shenzhen Guandong Province, China.
China Shianyun reported a net loss of $381,508 on $2 million of
revenues for the year ended Dec. 31, 2013, as compared with net
income of $635,873 on $6.87 million of revenues in 2012.
Albert Wong & Co., in Hong Kong, China, 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 significant accumulated deficits and negative
working capital that raise substantial doubt about the Company's
ability to continue as a going concern.
CICERO INC: Incurs $825,000 Net Loss in Third Quarter
-----------------------------------------------------
Cicero Inc. filed with U.S. Securities and Exchange Commission its
quarterly report on 10-Q disclosing a net loss applicable to
common stockholders of $825,000 on $383,000 of total operating
revenue for the three months ended Sept. 30, 2014, compared to a
net loss applicable to common stockholders of $695,000 on $542,000
of total operating revenue for the same period during the prior
year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss applicable to common stockholders of $2.26 million on
$1.47 million of total operating revenues compared to a net loss
applicable to common stockholders of $2.63 million on $1.64
million of total operating revenue for the same period a year ago.
As of Sept. 30, 2014, the Company had $3.20 million in total
assets, $14 million in total liabilities and a $10.80 million
total stockholders' deficit.
Cash and cash equivalents increased to $51,000 at Sept. 30, 2014,
from $5,000 at Dec. 31, 2013, an increase of $46,000.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/r17Ezx
About Cicero Inc.
Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.
The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products. Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.
The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary. Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.
Cicero reported a net loss applicable to common stockholders of
$3.33 million on $2.19 million of total operating revenue for the
year ended Dec. 31, 2013, as compared with a net loss applicable
to common stockholders of $315,000 on $5.99 million of total
operating revenue in 2012.
Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2013.
COATES INTERNATIONAL: Reports $7.8 Million Third Quarter Loss
-------------------------------------------------------------
Coates International Ltd. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7.80 million on $4,800 of total revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$440,955 on $4,800 of total revenues for the same period a year
ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $10.66 million on $14,400 of total revenues compared
to a net loss of $2.42 million on $14,400 of total revenues for
the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, the Company had
$2.74 million in total assets, $8.35 million in total liabilities
and a $5.61 million total stockholders' deficiency.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/vp8YpI
About Coates International
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines. This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.
The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve. It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.
Coates International reported a net loss of $2.75 million on
$19,200 of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.53 million on $19,200 of total
revenues for the year ended Dec. 31, 2012.
Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company continues to have negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency.
COCRYSTAL PHARMA: Incurs $2.5 Million Net Loss in Third Quarter
---------------------------------------------------------------
Cocrystal Pharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.54 million for the three months ended Sept. 30,
2014, compared to a net loss of $1 million for the same period in
2013.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $1.80 million compared to a net loss of $3.09 million
for the same period last year.
As of Sept. 30, 2014, the Company had $11.63 million in total
assets, $7.65 million in total liabilities and $3.97 million in
total stockholders' equity.
The Company had cash and cash equivalents of approximately $3
million as of Sept. 30, 2014, compared with $1 million as of
Dec. 31, 2013. The increase of $2 million in the Company's cash
and cash equivalents from Dec. 31, 2013, to Sept. 30, 2014, was
attributable primarily to its $2.75 million common stock financing
which closed in January 2014, as well as the cash acquired in the
reverse merger and the proceeds from sales of certain of the
marketable securities acquired in the reverse merger, offset by
the Company's operating loss for the period.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/YEumlx
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases. Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs. These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.
The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008. Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011. The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans. By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.
Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.
Paritz and Company. P.A., in Hackensack, New Jersey, 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 incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.
COMMUNITYONE BANCORP: Files Form 10-Q, Posts $1.7MM Q3 Net Income
-----------------------------------------------------------------
CommunityOne Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.77 million on $18.39 million of total interest income for
the three months ended Sept. 30, 2014, compared to net income of
$4 million on $19.85 million of total interest income for the same
period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $5.84 million on $54.58 million of total interest income
compared to a net loss of $3.77 million on $56.06 million of total
interest income for the same period in 2013.
The Company's balance sheet at Sept. 30, 2014, showed $2.01
billion in total assets, $1.92 billion in total liabilities and
$94.49 million in total shareholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/B4NoIK
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.
CONSTAR INTERNATIONAL: Seeks Jan. 13 Extension of Exclusivity
-------------------------------------------------------------
Capsule International Holdings, LLC, f/k/a Constar International
Holdings LLC, and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive plan
filing period until Jan. 13, 2015, and their exclusive plan
solicitation period until March 13, 2015.
The Debtors state that since the entry of the First, Second, and
Third Exclusivity Orders, they have been working diligently with
the Official Committee of Unsecured Creditors and their
professionals to liquidate their remaining assets, reconcile
claims, and investigate potential claims and causes of action held
by the Debtors? estates, which the Committee believes are the main
issues that must be resolved before the Committee may propose a
confirmable Chapter 11 plan. The Debtors and the Committee,
through their joint retention of Diamond McCarthy as special
litigation counsel, have made and continue to make substantial
progress in their ongoing investigation and effort to liquidate
the Lender KEIP claims.
As a result, the Debtors are seeking an extension of their
Exclusive Periods to effectuate the Committee?s proposal of the
Plan and solicitation of votes in support thereof as contemplated
by the Term Sheet.
A hearing on the extension request will be held on Dec. 15, 2014,
at 10:00 a.m. Objections are due Nov. 28.
About Constar International
Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.) filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.
Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.
Judge Christopher S. Sontchi oversees the 2013 case.
This is Constar International's third bankruptcy. Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009. Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.
The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.
Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors. The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.
Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.
On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging. The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.
Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million. There was no other bidder for the Maryland facility.
The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators. The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited. The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.
Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.
In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule
Group, Inc.; Capsule International LLC; Capsule DE I, Inc.;
Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings,
Inc.; and Capsule International U.K. Limited (Foreign).
CONSTELLATION ENTERPRISES: S&P Lowers CCR to 'CCC+'; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Ohio-based manufacturer Constellation Enterprises
LLC to 'CCC+' from 'B-'. The rating outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's senior secured notes one notch to 'CCC+' from 'B-'. The
recovery rating on the debt remains unchanged at '4', indicating
S&P's expectation for average (30%-50%) recovery in the event of a
payment default.
"The downgrade reflects the continued weakness in the company's
EBITDA over the past several quarters because of lower-than-
expected demand in several of its business segments, including
marine, oil and gas, and mining end markets," said Standard &
Poor's credit analyst Carol Hom.
In S&P's base-case forecast, 2014 earnings will be weaker than
previously anticipated and similar to the significantly low
results in 2013. Free operating cash flow generation will remain
limited. Although the potential award of large new contracts
could strengthen Constellation's business prospects, continued
weak operating performance will likely continue over the next
several quarters, putting pressure on liquidity. S&P expects that
the company will use its revolving credit facility to make
upcoming required interest payments on its senior notes, but there
may be insufficient availability. The company also faces
refinancing risk in 2015 with the upcoming maturities of its
senior notes and asset-based lending (ABL) revolver in early 2016.
The rating outlook is negative. S&P expects that Constellation's
operating performance will remain weak as the level and pace of
business improvement remains uncertain. S&P believes liquidity
will continue to be weak as a result of negative free cash flow
and reduced availability under its revolver. S&P also believes
that Constellation's weak operating performance could hamper its
ability to successfully refinance its ABL and senior notes well in
advance of their maturities in early 2016.
S&P could lower the rating if it believes the level and pace of
improvement in the company's operating performance is not
sufficient to allow it to successfully refinance its capital
structure about a year in advance of its 2016 maturities. S&P
could also lower the rating if it believes the company is unable
to make upcoming scheduled interest payments because of a lack of
positive cash flow and insufficient revolver availability,
triggering a default.
S&P could revise the outlook to stable if Constellation's
operating prospects improve meaningfully and stabilize,
translating into significantly improved and sustainable credit
metrics. S&P could also revise the outlook if it expects free
cash flow to remain positive, and if the company is able to
successfully refinance its capital structure well in advance of
maturities.
COUPOUNAS LLC: Has Go Signal to Liquidate Remaining Assets
----------------------------------------------------------
Denver Business Journal reports that the U.S. Bankruptcy Court for
the District of Colorado has approved Coupounas, LLC's liquidation
plan, after the Company admitted it didn't have the money to make
any more products.
According to Business Journal, the Company filed for Chapter 11
bankruptcy protection in October, but soon made an emergency
appeal for a liquidation instead. The report says that Hilco
Merchant Resources LLC has been retained to conduct liquidation
sales at the Company's six remaining retail stores.
About Coupounas, LLC
Boulder, Colorado-based Coupounas, LLC, dba GoLite, LLC, makes
outdoor clothing and equipment. It was founded in 1998 by a
husband and wife, Kim and Demetri Coupounas.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 14-23906) on Oct. 13, 2014, disclosing its
estimated assets and liabilities at $1 million to $10 million
each.
The Debtor had more than $4.9 million in unsecured claims,
according to documents filed with the U.S. Bankruptcy Court for
the District of Colorado.
James T. Markus, Esq., at Markus Williams Young & Zimmermann LLC,
serves as the Debtor's bankruptcy counsel.
CREXENDO INC: Incurs $1.5-Mil. Net Loss for Q3
----------------------------------------------
Crexendo, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $1.5 million on $1.72 million of revenue for the three
months ended Sept. 30, 2014, compared with a net loss of $1.66
million on $2.43 million of revenue for the same period in the
prior year.
The Company's balance sheet at Sept. 30, 2014, showed $6.94
million in total assets, $3.11 million in total liabilities, and
stockholders' equity of $3.83 million.
A copy of the Form 10-Q is available at:
http://is.gd/juxIwc
Crexendo, Inc., a hosted services company, provides Website
hosting, hosted telecommunications services, e-commerce software,
Website development software, and broadband Internet services for
businesses and entrepreneurs in North America and internationally.
It operates in three segments: Crexendo Network Services, Crexendo
Web Services, and StoresOnline. The Crexendo Network Services
segment offers hosted telecommunications services that transmit
calls using IP or cloud technology, which converts voice signals
into digital data packets for transmission over the Internet; and
broadband Internet services. The Crexendo Web Services segment
provides search engine optimization, link building, paid search
management, conversion rate optimization, and Website design and
development services. The StoresOnline segment offers Website
hosting services through in-house telemarketing, online marketing
channels, and direct prospecting for small office/ home office
business owner and entrepreneurs. The company was formerly known
as iMergent, Inc. and changed its name to Crexendo, Inc. in May
2011. Crexendo, Inc. was founded in 1995 and is headquartered in
Tempe, Arizona.
CROWN MEDIA: Reports $14.9 Million Net Income for Third Quarter
---------------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to stockholders of $14.89 million on
$93.32 million of net total revenue for the three months ended
Sept. 30, 2014, compared to net income attributable to
stockholders of $10 million on $84.37 million of net total revenue
for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported net
income attributable to stockholders of $42.89 million on $281.35
million of net total revenue compared to net income attributable
to stockholders of $41.05 million on $259.41 million of net total
revenue for the same period last year.
As of Sept. 30, 2014, the Company had $1.03 billion in total
assets, $588.41 million in total liabilities and $442.03 million
in total stockholders' equity.
"Third quarter's achievements served as a stepping stone in the
growth of Crown Media's business. From appeasing viewers'
appetites for episodic programming with the second season of Cedar
Cove to the successful rebrand of Hallmark Movies & Mysteries on
September 29th and our upcoming holiday programming, these
positive business strategies well position us for another record
year," said Bill Abbott, president and CEO of Crown Media Family
Networks.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/eNsbDF
About Crown Media
Crown Media Holdings, Inc., is the corporate parent for the
portfolio of cable networks and related businesses under Crown
Media Family Networks. The company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 86 million subscribers in the U.S.
Hallmark Channel is the nation's leading destination for quality
family programming with an ambitious slate of TV movies and
specials; original scripted series, including Cedar Cove, When
Calls the Heart, and Signed, Sealed, Delivered; as well as some of
television's most beloved sitcoms and series. Hallmark Channel's
sibling network, Hallmark Movie Channel, is available in 54
million homes in HD and SD. One of America's fastest-growing cable
networks, Hallmark Movie Channel provides family-friendly original
movies with a mix of original films, classic theatrical releases,
and presentations from the acclaimed Hallmark Hall of Fame
library. In addition, Crown Media Family Networks includes the
online offerings of HallmarkChannel.com and
HallmarkMovieChannel.com.
Crown Media reported net income attributable to common
stockholders of $67.71 million on $377.80 million of net total
revenue for the year ended Dec. 31, 2013, as compared with net
income attributable to common stockholders of $107.35 million on
$349.87 million of net total revenue for the year ended Dec. 31,
2012.
Bankruptcy Warning
"Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us which, among other
things, limit our ability to do the following:
* incur additional debt or issue certain preferred shares;
* pay dividends on or make distributions in respect of our
capital stock or make other restricted payments;
* make certain payments on debt that is subordinated or secured
on a junior basis;
* make certain investments;
* sell certain assets;
* create liens on certain assets;
* consolidate, merge, sell or otherwise dispose of all or
substantially all of our assets;
* enter into certain transactions with our affiliates; and
* designate our subsidiaries as unrestricted subsidiaries.
Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities. Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes. Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation. Holders of the Notes would
also have the ability ultimately to force us into bankruptcy or
liquidation, subject to the indenture governing the Notes," the
Company said in the Annual Report for the year ended Dec. 31,
2013.
* * *
As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'. "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.
As reported by the TCR on July 2, 2014, Moody's Investors Service
upgraded the Corporate Family Rating (CFR) of Crown Media
Holdings, Inc. to B1 from B2, its Probability of Default Rating to
B1-PD from B2-PD, and instrument ratings as detailed below. The
outlook is stable. The upgrade incorporates evidence of traction
with the original programming strategy and better than expected
performance, which, combined with debt reduction, improved the
credit profile.
CUTERA INC: Incurs $2.64-Mil. Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Cutera, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $2.64 million on $18.73 million of total net revenue for
the three months ended Sept. 30, 2014, compared with a net loss of
$1.67 million on $16.83 million of total net revenue for the same
period last year.
The Company's balance sheet at Sept. 30, 2014, showed $106.92
million in total assets, $26.21 million in total liabilities and
stockholders' equity of $80.71 million.
A copy of the Form 10-Q is available at:
http://is.gd/mFzybQ
Brisbane, California-based Cutera Inc. -- http://www.cutera.com/
-- provides laser and other energy-based aesthetic systems for
practitioners worldwide. Since 1998, Cutera has been developing
innovative, easy-to-use products that enable physicians and other
qualified practitioners to offer safe and effective aesthetic
treatments to their patients.
D.A.B. GROUP: Orchard Hotel Opposes Bankruptcy Plan
---------------------------------------------------
Orchard Hotel, LLC has criticized the Chapter 11 plan of D.A.B.
Group LLC, saying it is unclear whether the plan proposes to
restructure the company or sell its only asset.
In a filing made in U.S. Bankruptcy Court in New York, Orchard
said the plan is, on its surface, a sale plan but it also states
that D.A.B. Group is seeking financing to complete the
construction of the New York hotel it owns.
D.A.B. Group also "reserves the right to unilaterally modify the
plan" so that it can resume construction in lieu of a prompt sale,
according to Orchard's lawyer, Joseph Moldovan, Esq., at Morrison
Cohen LLP, in New York.
The lawyer said D.A.B. Group should sell the property promptly if
it wants to maximize its value and that now is the right time for
it "to commence a realistic sales process" in light of the $33
million offer from Arcade Capital LLC that would pay creditors in
full.
"It is a dereliction of the debtor's fiduciary duty to creditors
not to seek a prompt sale that pays all creditors in full," Mr.
Moldovan said in a court filing.
About DAB Group
D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel
project in Orchard Street, New York, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on July 14, 2014,
to pursue a prompt sale of the property. The case is assigned to
Judge Shelley C. Chapman.
The property has been in the hands of a receiver since July 18,
2011. Simon J.K. Miller, of Blank Rome LLP, serves as receiver.
J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York, serves as counsel to the Debtor.
DAB Group said in a court filing that its property is continguous
to the commercial property owned by its affiliate, 77-79 Rivington
Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339).
Accordingly, DAB's Chapter 11 case is being filed as a related
proceeding.
The Debtor is required to file its Chapter 11 plan and disclosure
statement by Nov. 12, 2014.
DAVID CAULKETT: BofA Takes Second-Mortgage Fight to Top Court
-------------------------------------------------------------
Bank of America obtained partial victory after the U.S. Supreme
Court agreed to review the bank's appeals in two lawsuits relating
to second mortgages in bankruptcy, various news sources reported.
Katy Stech, writing for Daily Bankruptcy Review, reported that the
Supreme Court will hear arguments on whether homeowners can cancel
their second mortgages in bankruptcy when their properties aren't
even worth the value of the first mortgage. Law360 reported that
BofA has said there's a split between the Eleventh Circuit, which
has allowed Chapter 7 debtors to rid themselves of junior liens --
usually the result of second mortgages -- on their underwater
homes, and other federal circuits that have allowed such liens to
survive.
The two cases are Bank of America v. David B. Caulkett and Bank of
America v. Edelmiro Toledo-Cardona, from the Eleventh Circuit,
Law360 said.
DENDREON CORP: Proposes $3.1MM Bonus Plan for Key Employees
-----------------------------------------------------------
Dendreon Corporation seeks approval from the Bankruptcy Court to
provide bonuses to employees in order to incentivize key employees
into staying with the company while it pursues a reorganization or
sale.
The proposed Key Employee Incentive Plan is designed to provide
incentives to nine eligible executives to pursue a timely and
successful reorganization or sale. The KEIP provides for variable
payouts to the Participants based upon the sale price received
from the ongoing sale process. Eligible executives will receive
payouts only upon the occurrence of a sale or recapitalization of
the Debtors' business resulting in a change of control in which
the total value received for the Debtors' assets is more than
$325 million.
At the "Minimum Threshold" of $325 million, the Participants will
not receive a KEIP payment even if a transaction closes. The
"Maximum Threshold" is satisfied if the Debtors obtain a Total
Value of $620 million, which reflects the amount necessary to pay
off the Debtors' debt. At a Total Value between $325 million and
$620 million, the amounts to be paid are determined on a straight-
line basis. A Total Value above the Maximum Threshold will not
result in additional payments to the Participants. The maximum
aggregate payments under the KEIP would be $3.1 million. The
payments, if any, would be due on the date that is 30 days after
the Payment Event.
In the event that a Participant is terminated by the Debtors
without cause or for reasons of death or disability, such
Participant will be entitled to payment of a pro-rata portion of
such Participant's award based on the number of days the
Participant was employed after the Petition Date through the date
of termination, divided by the number of days from the Petition
Date through the date of the Payment Event. If a Participant
voluntarily terminates his or her employment or if the
Participant's employment with the Debtors is terminated for cause
prior to the Bonus Payment Date, he or she will forfeit any right
to a payment under the KEIP.
Counsel for the Debtors, Sarah E. Pierce, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, notes that the KEIP is not a "pay to
stay" retention plan. Absent achievement of a Total Value above
$325 million, Participants will not be eligible for a KEIP
payment, even if a transaction closes and the Participants have
stayed with the Debtors through the closing. Accordingly, the
KEIP successfully aligns the interests of the Debtors, their
employees, and their creditors and is a true incentive plan.
The CEO is not a participant in the KEIP.
About Dendreon
With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company
focused on the discovery, development and commercialization of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients. Dendreon's first product, PROVENGE
(sipuleucel-T), was approved by the U.S. Food and Drug
Administration (FDA) and became commercially available for the
treatment of men with asymptomatic or minimally symptomatic
castrate-resistant (hormone-refractory) prostate cancer in April
2010. Dendreon is traded on the NASDAQ Global Market under the
symbol DNDN.
Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors have
requested that their cases be jointly administered under Case No.
14-12515. Judge Peter J. Walsh presides over the cases. The
petitions were signed by Gregory R. Cox, interim chief financial
officer and treasurer.
Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes. The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.
The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.
To date, no creditors' committee has been appointed in the Chapter
11 Cases by the Office of the United States Trustee for the
District of Delaware. There's an organizational meeting on Nov.
19, 2014, at 10:00 a.m. to appoint a committee.
DENDREON CORP: Proposes to Pay Critical Vendors
-----------------------------------------------
Dendreon Corporation and its debtor-subsidiaries seek approval
from the Bankruptcy Court to make payments toward the prepetition
fixed, liquidated and undisputed claims of certain critical
vendors. The Debtors believe they have substantially paid in full
any and all invoices that were due and payable prepetition to the
Critical Vendors; however, out of an abundance of caution, to the
extent that certain prepetition amounts remain outstanding, the
Debtors seek entry of an order granting them authority to make
payments on account of the prepetition claims of the critical
vendors. The Debtors estimate that they have 117 critical vendors
that are owed $3 million.
About Dendreon
With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company
focused on the discovery, development and commercialization of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients. Dendreon's first product, PROVENGE
(sipuleucel-T), was approved by the U.S. Food and Drug
Administration (FDA) and became commercially available for the
treatment of men with asymptomatic or minimally symptomatic
castrate-resistant (hormone-refractory) prostate cancer in April
2010. Dendreon is traded on the NASDAQ Global Market under the
symbol DNDN.
Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors have
requested that their cases be jointly administered under Case No.
14-12515. Judge Peter J. Walsh presides over the cases. The
petitions were signed by Gregory R. Cox, interim chief financial
officer and treasurer.
Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes. The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.
The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.
To date, no creditors' committee has been appointed in the Chapter
11 Cases by the Office of the United States Trustee for the
District of Delaware. There's an organizational meeting on Nov.
19, 2014, at 10:00 a.m. to appoint a committee.
DENDREON CORP: Proposes Bidding Procedures for Potential Sale
-------------------------------------------------------------
Dendreon Corporation and its debtor-subsidiaries seek approval
from the Bankruptcy Court to establish procedures for the
potential sale of all or substantially all of the noncash assets.
The Debtors' plan support agreements with noteholders provide the
framework for a competitive process whereby prospective buyers may
bid to purchase all or substantially all of the Debtors' non-cash
assets either (i) in a sale pursuant to Bankruptcy Code section
363, or (ii) in the form of a recapitalization transaction
effectuated through a plan of reorganization. A qualified bid in
the competitive process must have a value in excess of
$275 million as determined by the bidding procedures.
The bidding procedures also reserve the Debtors' right to enter
into a stalking horse agreement with a bidder. If two or more
Qualified Bids are received in accordance with the bidding
procedures, or if one qualified bid other than that submitted by a
stalking horse bidder is received, the Debtors will conduct an
auction to determine the highest or otherwise best qualified bid.
The Debtors, pursuant to the bidding procedures, will sell the
acquired assets to the party submitting the qualified bid with the
greatest value to the Debtors at the auction (the "successful
bidder").
To be qualified, a bid (including a Chapter 11 Plan Bid) for all
or substantially all of the Debtors' non-cash assets must propose
a minimum purchase price, including any assumption of liabilities
and any earnout or similar provisions, that in the Debtors'
reasonable business judgment, has a value greater than
$275,000,000.
If two or more qualified bids are not received by the bid
deadline, or in the event the debtors enter into a stalking horse
agreement, if one qualified bid other than that submitted by the
stalking horse Bidder is not received by the bid deadline, the
Debtors may determine not to conduct the auction. If the only
qualified bid received by the Bid Deadline is not a Stalking Horse
Bid, the Debtors may, accept the qualified bid and the party
submitting such qualified bid will be the successful bidder. If
the only qualified bid received is a stalking horse bid, the
stalking horse bidder will be the successful bidder.
The Debtors propose this timeline:
* The Debtors will have until Dec. 29, 2014 to select a bid to
be a stalking horse bid.
* To be eligible to participate in the auction, bids must be
submitted by Jan. 27, 2014 at 5:00 p.m. (prevailing Eastern Time).
* The auction, if necessary, will take place on or before
February 3, 2015 at 10:00 a.m. (prevailing Eastern Time) at the
offices of counsel for the Debtors, Skadden, Arps, Slate, Meagher
& Flom LLP, Four Times Square, New York, NY 10036.
About Dendreon
With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company
focused on the discovery, development and commercialization of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients. Dendreon's first product, PROVENGE
(sipuleucel-T), was approved by the U.S. Food and Drug
Administration (FDA) and became commercially available for the
treatment of men with asymptomatic or minimally symptomatic
castrate-resistant (hormone-refractory) prostate cancer in April
2010. Dendreon is traded on the NASDAQ Global Market under the
symbol DNDN.
Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors have
requested that their cases be jointly administered under Case No.
14-12515. Judge Peter J. Walsh presides over the cases. The
petitions were signed by Gregory R. Cox, interim chief financial
officer and treasurer.
Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes. The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.
The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.
To date, no creditors' committee has been appointed in the Chapter
11 Cases by the Office of the United States Trustee for the
District of Delaware. There's an organizational meeting on Nov.
19, 2014, at 10:00 a.m. to appoint a committee.
DIAMONDBACK ENERGY: S&P Revises Outlook to Pos. & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Midland, Texas-based oil and gas E&P company
Diamondback Energy Inc. to positive from stable and affirmed all
its ratings, including the 'B' corporate credit rating, on the
company.
The rating action reflects S&P's view of Diamondback's continued
success at increasing its oil and gas production and reserves in
the Permian basin. In addition, S&P believes the company will
continue to maintain a healthy FFO to debt ratio, which S&P
projects will be above 40% in 2015, as it continues to develop its
asset base.
"The positive outlook reflects our expectation that Diamondback
will continue to develop its Permian properties, increasing
production and proved reserves while working to narrow the margin
between capital spending and internally generated cash flow," said
Standard & Poor's credit analyst Ben Tsocanos.
S&P could lower the rating if the company's FFO to debt declined
below 30% and it saw no clear path to improvement. S&P could
envision this scenario if Diamondback relied predominantly on debt
to increase its reserves and production or if well results (i.e.,
production rates and costs) were weaker than S&P's current
expectations.
DUNE ENERGY: Tender Offer Expiration Extended to November 20
------------------------------------------------------------
In connection with the previously announced merger agreement
entered into to acquire Dune Energy, Inc., Eos Petro, Inc.,
announced that, in accordance with the terms of the merger
agreement, Eos, Eos Merger Sub, Inc., and Dune have agreed to
extend the expiration of the tender offer to acquire all of the
outstanding shares of common stock of Dune at a price of $0.30 per
share in cash without interest and less any applicable withholding
taxes, to Nov. 20, 2014, at 12:00 Midnight, New York City time to
allow Purchaser to complete financing in order to fund the tender
offer and merger. The tender offer was previously scheduled to
expire on Nov. 6, 2014, at 12:00 Midnight, New York City time.
All other terms and conditions of the tender offer remain
unchanged.
The depositary for the tender offer has advised that, as of the
close of business on Nov. 6, 2014, a total of approximately
73,368,820 shares or 98.9607% of outstanding shares had been
validly tendered and not properly withdrawn pursuant to the tender
offer, which is sufficient to satisfy the minimum tender condition
contemplated by the merger agreement.
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
Dune Energy reported a net loss of $46.98 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.41 million in
2011.
As of June 30, 2014, the Company had $231.47 million in total
assets, $143.03 million in total liabilities and $88.43 million in
total stockholders' equity.
Going Concern
"We monitor our financial progress very carefully and attempt to
adjust our available projects in order to meet all of the
covenants of the Credit Agreement. Notwithstanding these efforts,
our future revolver availability is also driven by the amount of
Notes outstanding, as they are part of the EBITDAX covenant
calculation used to determine our borrowing limit under the
revolver. As a result of the PIK feature contained in the Notes,
the amount outstanding has increased over time and, therefore,
continues to put pressure on the EBITDAX covenant and limit
borrowing availability. As we are no longer in compliance with
the financial covenant of the Credit Agreement, additional
borrowings may not permitted, and the outstanding revolver loans
may become due and payable upon notice to us by the Bank of
Montreal. Absent relief from the Credit Agreement Lenders, the
restructuring of a material portion of the Notes or the emergence
of a new lender, our ability to meet our obligations in due course
is threatened. Management is currently in discussions with all
parties and seeking new credit providers or other strategic
alternatives in an effort to resolve this liquidity stalemate.
"These and other factors raise substantial doubt about our ability
to continue as a going concern for the next twelve months," the
Company stated in the Form 10-Q Report for the period ended
June 30, 2014.
DYNEGY HOLDINGS: Lead Plaintiff Has no Status in Bankruptcy Court
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Court of Appeals in Manhattan ruled
that status as lead plaintiff in a securities-fraud lawsuit in
federal district court doesn't automatically give the lead
plaintiff the right to represent the stockholder class in
bankruptcy court proceedings.
According to the report, U.S. District Judge J. Garvan Murtha,
sitting by designation on the three-judge panel of the Court of
Appeals, said "status as lead plaintiff of the putative class in
the district court securities litigation did not automatically
extend to the bankruptcy proceedings."
The appeal is Lucas v. Dynegy Inc. (In re Dynegy Inc.), 13-2581,
2014 BL 308589, U.S. Second Circuit Court of Appeals (Manhattan).
About Dynegy
Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets. The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.
Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH. If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet. Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.
Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.
Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012. Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.
Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.
ECO BUILDING: Needs More Time to File Sept. 30 Quarterly Report
---------------------------------------------------------------
Eco Building Products Inc. was unable, without unreasonable effort
or expense, to file its quarterly report on Form 10-Q for the
period ended Sept. 30, 2014, by the Nov. 14, 2014, filing date
applicable to smaller reporting companies due to a delay
experienced by the Company in completing its financial statements
and other disclosures in the Quarterly Report. As a result, the
Company is still in the process of compiling required information
to complete the Quarterly Report and its independent registered
public accounting firm requires additional time to complete its
review of the financial statements for the period ended Sept. 30,
2014, to be incorporated in the Quarterly Report. The Company
anticipates that it will file the Quarterly Report no later than
the fifth calendar day following the prescribed filing date.
About Eco Building
Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.
Eco Building reported a net loss of $28.94 million on $1.46
million of total revenue for the year ended June 30, 2014,
compared to a net loss of $24.59 million on $5.22 million of total
revenue for the year ended June 30, 2013.
The Company's balance sheet at June 30, 2014, showed $1.91 million
in total assets, $27.06 million in total liabilities and a $25.15
million total stockholders' deficit.
Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2014. The independent
auditors noted that the Company has generated minimal operating
revenues, losses from operations, significant cash used in
operating activities and its viability is dependent upon its
ability to obtain future financing and successful operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
ECOTALITY INC: Plan Scheduled for Dec. 15 Confirmation
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Bankruptcy Court in Phoenix, Ariz.,
has conditionally approved the disclosure statement explaining
Ecotality Inc.'s Chapter 11 plan and scheduled a Dec. 15
confirmation hearing. According to the report, at the Dec. 15
confirmation hearing, the judge must give final approval to
disclosure materials before the plan can be declared effective.
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.
ESTATE FINANCIAL: Pennymac Allowed to Pursue Foreclosure
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
lifted the automatic stay to allow Pennymac Holdings, LLC to
foreclose on a real property located at 346 24th Street, in Paso
Robles, California.
The bankruptcy court's order, however, does not authorize the
company to pursue any deficiency claim against Estate Financial,
Inc. or property of the estate except by filing a proof of claim
pursuant to U.S. bankruptcy law.
About Estate Financial
Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's. EFI
solicited funding for, and arranged and made, loans secured by
various real property. EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.
Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case No. 08-11457). EFI consented to the bankruptcy
petition on July 16, 2008.
Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008. Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel. In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.
EXIDE TECHNOLOGIES: Files Reorganization Plan
---------------------------------------------
Exide Technologies on Nov. 17 disclosed that it has filed its plan
of reorganization and disclosure statement with the U.S.
Bankruptcy Court for the District of Delaware. The Plan and
disclosure statement are consistent with the terms of the Plan
Support Agreement ("PSA") and related plan term sheet into which
the Company previously entered on November 4, 2014 with holders of
a majority of the principal amount of Exide's senior secured
notes.
There is substantial support among the Supporting Noteholders for
entry into a definitive backstop agreement for the $175 million in
new capital contemplated under the Plan, and the Company continues
to negotiate the terms of that agreement. Exide also intends to
file a motion to seek approval from the Bankruptcy Court regarding
the adequacy of information in its disclosure statement during the
upcoming weeks so that it may seek confirmation of the Plan
consistent with the milestones under the DIP Credit Facility. The
Company's goal is to emerge from Chapter 11 restructuring of its
U.S. operations by March 31, 2015.
Bankruptcy Court filings, including the Plan and related
disclosure statement, are available at
http://www.exiderestructuringinfo.com
Additional details can be found in the Company's 8-K, to be filed
with the U.S. Securities and Exchange Commission, at
http://ir.exide.com/sec.cfm
The PSA is included in the Company's 8-K, filed on November 5,
2014. Additionally, interested parties may direct questions about
Exide's bankruptcy and its Plan using the following toll-free
numbers: 888.985.9831 for U.S. suppliers or 855.291.0287 for all
other groups.
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: DIP Loan Maturity Extended to March 31
----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Kevin J. Carey in
Wilmington, Del., authorized Exide Technologies to amend its
debtor-in-possession finding to extend the maturity until
March 31, 2015.
According to the report, Judge Carey overruled the objection
raised by the Official Committee of Unsecured Creditors. The
Creditors' Committee opposed what it saw as a too-hurried loan
process that would give ownership to lenders in exchange or debt,
leaving little if anything for others.
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.
FAIRFIELD HORTICULTURAL: Case Summary & 5 Top Unsec. Creditors
--------------------------------------------------------------
Debtor: Fairfield Horticultural Farm, LLC
323 North Avenue
Bridgeport, CT 06606
Case No.: 14-51737
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 14, 2014
Court: United States Bankruptcy Court
District of Connecticut (Bridgeport)
Judge: Hon. Alan H.W. Shiff
Debtor's Counsel: Jeffrey Hellman, Esq.
LAW OFFICES OF JEFFREY HELLMAN, LLC
195 Church Street, 10th Floor
New Haven, CT 06510
Tel: 203-691-8762
Fax: 203-823-4401
Email: jeff@jeffhellmanlaw.com
Total Assets: $3 million
Total Liabilities: $8.31 million
The petition was signed by Salvatore K. DiNardo, manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-51737.pdf
FLAGSTAR BANCORP: Posts $27.6-Mil. Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Flagstar Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $27.63 million on $75.09 million of total interest
income for the three months ended Sept. 30, 2014, compared with a
net income of $14.27 million on $78.81 million of total interest
income for the same period last year.
The Company's balance sheet at Sept. 30, 2014, showed $9.62
billion in total assets, $8.27 billion in total liabilities and
total stockholders' equity of $1.35 billion.
A copy of the Form 10-Q is available at:
http://is.gd/hiIRRv
Flagstar Bancorp, Inc., is a savings and loan holding company.
The Company's business is primarily conducted through its
principal subsidiary, Flagstar Bank, FSB (the Bank), a federally
chartered stock savings bank. At Dec. 31, 2012, its total assets
were $$14.1 billion. The Bank's wholly owned subsidiary is
Flagstar Capital Markets Corporation (FCMC). The Company operates
in two segments: Community Banking and Mortgage Banking. The
Community Banking segment offers a line of financial products and
services to individuals, small and middle market businesses, and
mortgage lenders. Its Mortgage Banking segment originates,
acquires, sells and services residential first mortgage loans on
one-to-four family residences. The Bank's Other segment include
corporate treasury, tax benefits not assigned to specific
operating segments, and miscellaneous other expenses of a
corporate nature.
FLC HOLDING: Has Agreement to Sell PNA Bank to Royal Financial
--------------------------------------------------------------
Royal Financial, Inc., entered on Nov. 13, 2014, into an Asset
Purchase Agreement with FLC Holding Company to acquire FLC's
wholly-owned subsidiary, PNA Bank, a federal savings bank with
banking offices in Chicago and Niles, Illinois. Royal Financial
will acquire from FLC all of the issued and outstanding shares of
common stock of PNA Bank for a cash purchase price of $1.2
million. Immediately following the acquisition, Royal Financial
intends to merge PNA Bank with and into its bank subsidiary, Royal
Savings Bank.
The transaction is subject to the terms and conditions set forth
in the Agreement, the provisions of Section 363 of the U.S.
Bankruptcy Code, approval of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, state and federal
banking regulators and performance in all material respects by
each party of its obligations under the Agreement. Under the
provisions of Section 363 of the Bankruptcy Code, Royal Financial
will purchase the acquired assets free and clear of all liens,
claims and encumbrances and will assume no liability of FLC. PNA
Bank was not included in the Chapter 11 filing and its operations
have not been affected by the filing.
The acquisition will be subject to bidding procedures established
by the Bankruptcy Court, including designation of Royal Financial
as a "stalking horse" bidder for PNA Bank at an auction. The
Agreement calls for FLC to pay a break-up fee under certain
circumstances. Royal Financial expects the acquisition to close
in the second quarter of 2015 following the Bankruptcy Court's
approval of a final sale order and Royal Financial's receipt of
necessary bank regulatory approvals.
"We are excited about this opportunity to expand our footprint in
the greater Chicago region," said Jim Fitch, Chairman of Royal
Financial, "and to expand our services to PNA Bank's customers and
communities. The customers of the merged Royal Savings Bank will
have access to four banking locations in the Chicagoland
marketplace and to loan centers in Homewood and St. Charles."
"We will continue to provide the highest quality customer service
to our new and existing customers throughout the combined service
area", added Leonard Szwajkowski, President and CEO of Royal
Financial.
Lawrence H. Chlum, President of FLC Holding Company and PNA Bank,
stated, "We believe PNA Bank customers and the communities we
serve will greatly benefit from this merger with Royal and being a
part of Royal Savings Bank. By integrating PNA Bank with the
capital strength and resources of Royal Savings Bank, we believe
the transaction represents a win-win for both PNA Bank and Royal
Savings Bank customers."
RP Financial, LC., is Royal Financial's financial advisor in this
transaction. Vedder Price P.C. serves as Royal Financial's its
legal counsel. FLC was advised by Adelman & Gettleman, Ltd, as
legal counsel. A copy of the Agreement is available on Royal
Financial's website, under "Royal Financial", at www.royal-
bank.us, from the OTC Markets' website at www.otcmarkets.com under
the ticker RYFL, or the Clerk of the U.S. Bankruptcy Court.
About FLC Holding
FLC Holding Company filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 13-24125) on June 11, 2013. Chad H. Gettleman, Esq., at
Adelman & Gettleman, Ltd., in Chicago, serves as counsel.
The Debtor estimated assets of $500,001 to $1 million and debts of
$1 million to $10 million.
FOREST OIL: BlackRock Inc. Reports 5.7% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Oct. 31, 2014, it beneficially owned 6,835,404 shares of common
stock of Forest Oil Corp. representing 5.7 percent of the shares
outstanding. A copy of the regulatory filing is available at:
http://is.gd/0x2BK7
About Forest Oil
Forest Oil is an independent oil and gas company engaged in the
acquisition, exploration, development, and production of oil,
natural gas, and natural gas liquids ("NGLs") primarily in North
America.
As of June 30, 2014, Forest Oil had $996.82 million in total
assets, $1.04 billion in total liabilities and a $45.63 million
total shareholders' deficit.
"The Company obtained amendments to the credit facility as
recently as September 2013 and March 2014 in order to avoid
breaching the debt to EBITDA covenant. Forest believes that it
could seek, and the lenders under the credit facility would
provide, another amendment, or a waiver, of the covenant. Failing
an amendment or waiver, Forest believes it could sell assets to
avoid breaching the financial covenant. Alternatively, Forest
could obtain a new credit facility or other sources of financing.
Forest may yet undertake some or all of these actions prior to
year end, if necessary, though there is no assurance Forest could
complete any such actions as each involves factors that are
outside its control. However, inasmuch as Forest has not obtained
a waiver or amendment to the credit facility, or pursued any of
the other alternatives, there presently exists substantial doubt
as to Forest's ability to continue as a going concern through
December 31, 2014," the Company said in the quarterly report for
the period ended June 30, 2014.
"As of September 30, 2014, we had approximately $13 million
outstanding under the Credit Facility and $800 million in
principal amount outstanding under the notes. The immediate
acceleration of debt maturities of this magnitude likely would
result in our bankruptcy or other restructuring," the Company
added.
* * *
As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings
Services said that its 'B-' corporate credit rating and its other
ratings on Denver-based Forest Oil Corp. remain on CreditWatch
with positive implications, pending the close of a merger
transaction with Sabine Oil & Gas LLC.
Forest Oil carries a B3 Corporate Family Rating from Moody's
Investors Service. Forest's B3 CFR reflects its diminished scale
following the dramatic downsizing it has evidenced through a
series of major asset sales, which while generating funds for a
substantial reduction in debt, leaves the company much smaller in
size and with less flexibility with which to stabilize its
operations and restore growth.
FOX ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fox Engineering, Inc.
aka Fox Engineering, LLC
Carson's Comer Professional Building
101 North Court Street
Ripley, WV 25271
Case No.: 14-20596
Chapter 11 Petition Date: November 14, 2014
Court: United States Bankruptcy Court
Southern District of West Virginia (Charleston)
Judge: Hon. Ronald G. Pearson
Debtor's Counsel: Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
P.O. Box 4427
Charleston, WV 25364-4427
Tel: 304-925-2100
Fax: (304) 925-2193
Email: joecaldwell@frontier.com
chuckriffee@frontier.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jennifer W. Casey, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb14-20596.pdf
FRED FULLER: Can Continue Operations While Looking for Buyer
------------------------------------------------------------
Adam Sexton at Wmur.com reports that the U.S. Bankruptcy Court for
the District of New Hampshire has allowed Fred Fuller Oil &
Propane Co., Inc., to continue current operations as it seeks a
buyer.
Wmur.com relates that supplier Sprague Energy was seeking to gain
more control or assurances that it would be able to collect on a
$4.7 million debt it claims it is owed by the Company. According
to the report, the Company's attorneys countered that their client
has enough fixed assets to cover that debt, and the Court agreed,
but it also said it's clear the Company won't survive without a
quick sale or infusion of money.
About Fred Fuller Oil
Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
the largest heating oil company in the state, serving about 30,000
New Hampshire customers. It sought Chapter 11 protection
(Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire,
on Nov. 10, 2014, without stating a reason. It estimated $10
million to $50 million in assets and debt. The Nov. 10, 2014
court filing show that the Debtor has about $13.5 million in
debts. Jeremy Blackman at Concord Monitor reports reports that
the Debtor owes more than $276,000 to Harvard Pilgrim Health Care
and nearly $94,000 to the city of Laconia and the towns of Hudson,
Milford and Northfield.
According to Concord Monitor, the bankruptcy case the bankruptcy
case was initially filed on Nov. 10 under Chapter 7, but that has
since been terminated and replaced with a Chapter 11 restructuring
proposal.
William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor. Fredrick J. Fuller, the
president, signed the bankruptcy petition.
FRONTIERVISION PARTNERS: 10th Circ. Unfazed By Ex-CEO Suit Ruling
-----------------------------------------------------------------
Law360 reported that a recent Ninth Circuit opinion heightening
the standard for proving willful evasion of taxes was not enough
to convince a Tenth Circuit panel to rehear its decision finding
that the former CEO of cable television company FrontierVision
Partners LP must pay his $14.3 million tax bill.
According to the report, the appellate court didn't buy James
Charles Vaughn's argument that the Ninth Circuit's opinion in
Hawkins v. Franchise Tax Board finding extravagant spending habits
aren't enough to prove willful tax evasion created a circuit
split.
GLOBAL CASH: Moody's Assigns Caa1 Rating on New $400MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Global Cash
Access, Inc.'s (GCA) proposed $850 million senior secured bank
facility, which is made up of a $50 million senior secured 5-year
revolver and $800 million senior secured 7-year term loan B. At
the same time, Moody's has assigned a Caa1 rating to GCA's
proposed $400 million 8-year senior unsecured notes. Proceeds from
this debt offering, including borrowings under the proposed
revolver, and about $129 million of cash on hand will be used to
fund GCA's acquisition of Multimedia Games (MGAM, not rated),
repay GCA's existing approximate $96 million term loan and MGAM's
approximate $27 million term loan, and pay fees and expenses.
GCA's existing ratings remain on review for downgrade, namely the
company's B1 Corporate Family Rating and B1 senior secured bank
facility rating -- made up of a $35 million revolver expiring in
2016 and a $96 million term loan due 2016. The company's B2-PD
Probability of Default Rating is confirmed. The company's existing
ratings were placed on review for downgrade on September 8, 2014
following GCA's announcement that it had entered into an agreement
to acquire all of the outstanding equity interest in MGAM in a
transaction valued at approximately $1.2 billion.
Ratings Rationale
The ratings assigned to GCA's proposed $1.25 billion debt issuance
are based on the assumption that GCA's B1 Corporate Family Rating
will be lowered one-notch to B2 if the transaction closes as
planned. The transaction is expected to close in early 2015, and
is subject to Multimedia Games shareholder, gaming regulatory and
other approvals. Moody's expects that the outlook will be changed
to stable once the refinancing transaction closes.
The B2 Corporate Family Rating that will be effective on close of
the transactions considers GCA's significant leverage that results
from acquisition financing. On close, Moody's estimates that GCA
will have pro forma debt/EBITDA of approximately 6.0x -- including
consideration of approximately $30 million of cost synergies.
Without these synergies, leverage is estimated at approximately
7.0x. This represents a material increase from GCA's standalone
leverage of about 1.6x for the LTM period ended September 30,
2014. Moody's expects that leverage will improve somewhat over the
near term, as an estimated $50 million of positive free cash flow
over the next 12 months can be applied towards debt reduction
beyond required amortization. However, Moody's estimates that
debt/EBITDA would remain above 5.5x under such a scenario, which
is still high at the B2 rating given the current challenges facing
the gaming industry. The rating also reflects the company's small
scale relative to rated peers in terms of revenue and integration
risk as the company enters the highly competitive gaming device,
content and systems market. While GCA has a track record of
executing smaller acquisitions, the transformative nature of the
MGAM acquisition introduces meaningful integration risk as well,
with regards to (amongst other issues) attaining projected cost
synergies.
Notwithstanding these concerns, the proposed acquisition will
expand and diversify GCA's customer and revenue base while serving
to enhance the company's scale in an intensely competitive gaming
supply industry and broadening its product scope. MGAM continues
to experience robust increases in participation revenue largely as
a result of the continued expansion of the domestic installed
player terminal base. Although not included in Moody's
projections, cross-selling opportunities for gaming devices and
systems into GCA's existing customer base have the potential to
expand MGAM's market share -- particularly when the two largest
players in the market are working through large acquisitions of
their own -- which would lead to further increases in
participation revenue. Moody's considers the cost synergies that
management has targeted to be mostly achievable, because they
relate primarily to the elimination of duplicative public company-
related costs and gaining efficiencies in the individual
manufacturing and assembly processes (for cash-access devices and
gaming equipment). However, Moody's expectation of continued
softness in the gaming sector and slower replacement cycles for
gaming machines poses a significant challenge for the growth
prospects of the combined business.
The expected stable rating outlook assumes cash advance and ATM
revenue -- which will account for more than 60% of revenues and
30% of earnings post-acquisition -- will remain relatively flat
over the next 12 to 18 months, while revenue from MGAM's Gaming
Operations will continue its growth. This should partly mitigate
potential volatility in MGAM's Machine Sales business. The stable
outlook also assumes that the combined company will apply the
majority of its free cash flow to debt reduction beyond any
mandatory amortization resulting in debt/EBITDA decreasing to
between 5.0x and 5.5x by the end of fiscal 2016.
The B2 Corporate Family Rating could be lowered if there is
further deterioration in GCA's legacy cash services business such
that it appears that the company will not be able to reduce and
maintain debt/EBITDA below 6.0 times by the end of calendar year
2016. The ratings could also be lowered if the terms of the
transaction change prior to closing in a manner that Moody's
believes will unfavorably impact GCA's pro forma capital structure
and/or financial profile for any reason. A higher rating would
require GCA to achieve and maintain debt/EBITDA below 5.0 times
and maintain its good liquidity profile.
Moody's has taken the following actions:
Ratings Unchanged:
Corporate Family Rating - B1, rating under review for downgrade
$35 million Senior Secured Revolving Credit Facility due March
2016 -- B1 (LGD3), rating under review for downgrade, to be
Withdrawn at Close of Transaction
$96 million (outstanding) Senior Secured Term Loan B due March
2016 -- B1 (LGD3), rating under review for downgrade, to be
Withdrawn at Close of Transaction
Assignments:
$50 million 5-year Senior Secured Revolving Credit Facility
-- B1 (LGD3)
$800 million 7-year Senior Secured Term Loan B due 2020
-- B1 (LGD3)
$400 million 8-year Senior Unsecured Notes due 2022
-- Caa1 (LGD5)
Confirmations:
Probability of Default Rating - Confirmed at B2-PD
Outlook Actions:
Outlook: Rating Under Review, No Change
The principal methodology used in these ratings was 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.
GCA, a wholly owned subsidiary of Global Cash Access Holdings
Inc., is a provider of cash access products and related services
to the casino gaming industry. MGAM is a manufacturer and supplier
of gaming machines and systems. On a pro forma basis, for the LTM
period ended September 30, 2014, GCA generated revenue of about
$800 million. GCA's parent is a public company and trades on the
NYSE under GCA.
GENE CHARLES: U.S. Trustee Withdraws Motion to Show Cause
---------------------------------------------------------
The U.S. Trustee, the Justice Department's bankruptcy watchdog,
withdrew its motion which would have forced Gene Charles Valentine
Trust to show "cause" why its bankruptcy case should not be
closed.
The withdrawal came after the trust filed a reply in which it
stated its desire to keep the case open based on the possible need
to involve the bankruptcy court in the resolution of a pre-
bankruptcy tax debt with the Internal Revenue Service as well as
the need to initiate a turnover action and file a lawsuit against
a secured creditor.
"The written response provides compelling cause to keep the case
open," the U.S. Trustee said in a filing made in U.S. Bankruptcy
Court for the Northern District of West Virginia.
About Gene Charles Valentine
A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012. The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor. The Debtor disclosed in its schedules $34,101,393 in
total assets and $22,623,554 in total liabilities.
Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States. Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services. Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.
Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley." Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.
Bankruptcy Judge Patrick M. Flatley oversees the case. The Trust
hired Mazur Kraemer Law Inc., in Weirton, W.V., as lead and local
bankruptcy counsel. Weir & Parners LLP, in Philadelphia, serves
as co-counsel.
The Debtor on August 2, 2013 won confirmation of its Plan, which
was declared effective Aug. 27, 2013.
GENERAL MOTORS: Treasury Says Suit Poses Danger to Future Bailouts
------------------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reported that the U.S.
Treasury says confidential information it got in the bailout of
General Motors Co. should stay secret, otherwise at-risk companies
needing government help in the future might not be willing to
share data.
According to the report, the Treasury asked to throw out the
lawsuit initiated by the Center for Auto Safety, now researching
GM's ignition-switch defects. The center sued in 2011 for
information the government obtained before investing $49.5 billion
in the automaker, the report related.
The case is Center for Auto Safety v. U.S. Department of Treasury,
11-cv-01048, U.S. District Court, District of Columbia
(Washington).
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
* * *
The Troubled Company Reporter, on Sep. 29, 2014, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from
'BB+', and revised the outlook to stable from positive. At the
same time, S&P raised its issue-level rating on GM's unsecured
debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4'
recovery rating on that debt, because S&P do not assign recovery
ratings to the issues of investment-grade companies.
On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's amended unsecured credit facilities.
Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The
Rating Outlook is Positive. Fitch has also affirmed and withdrawn
the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings)
subsidiary, as there is no longer any rated debt at the
subsidiary, and Fitch does not expect the subsidiary to be an
active issuer going forward. Fitch has also withdrawn GM
Holdings' unsecured credit facility rating of 'BB+' as the
subsidiary is no longer a borrower on the facilities.
The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's proposed issuance of senior unsecured
notes. The existing Issuer Default Rating (IDR) for GM is 'BB+'
and the Rating Outlook is Positive.
GLOBAL CASH: S&P Lowers CCR to 'B', Removed From CreditWatch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Las Vegas-based Global Cash Access Inc. to 'B'
from 'BB' and removed it from CreditWatch, where S&P had placed it
with negative implications on Sept. 17, 2014, following the
announced acquisition of Multimedia Games Holding Co. Inc. The
outlook is stable.
S&P also assigned its 'B+' issue-level rating with a recovery
rating of '2' to the company's $50 million senior secured
revolving credit facility and $800 million term loan. The '2'
recovery rating indicates S&P's expectations for substantial (70%
to 90%) recovery of principal in the event of default.
Additionally, S&P assigned its 'CCC+' issue-level rating with a
recovery rating of '6' to the company's $400 million senior
unsecured notes. The '6' recovery rating indicates S&P's
expectations for negligible (0% to 10%) recovery of principal in
the event of default.
"The downgrade reflects GCA's material increase in pro forma
leverage (excluding anticipated synergies), to the mid-6x area as
of Dec. 31, 2014," said Standard & Poor's credit analyst Jenny
Chang.
S&P expects the company will delever to the mid-5x area by the end
of 2015, primarily through achieving some synergies and a modest
level of revenue growth.
S&P's assessment of GCA's business risk profile reflects the
combined entity's enhanced revenue diversification, expanded
product offerings, and immediate margin expansion. Pro forma for
the acquisition, MGAM will contribute approximately 27% of total
revenues and over 60% of total EBITDA. In addition, the company
expects to realize synergies of about $30 million, most of which
will come from the elimination of public company-related expenses
and other duplicative costs. However, S&P believes GCA will face
challenges in integrating various corporate functions and sales
forces, while maintaining two distinctly different technology
platforms. Furthermore, as the company enters into the gaming
supplier sector, in which several operators have pursued
acquisitions as ways to add scale and gain efficiency, it will
face competition from players with greater financial resources in
a relatively mature and highly competitive U.S. gaming industry.
Therefore, S&P believes a smooth integration of the two
organizations will be critical to achieving the planned revenue
and margin expansions, which in turn supports deleveraging.
The stable outlook reflects S&P's expectation that the company
will not experience significant integration issues following the
MGAM acquisition and will achieve a modest level of cost synergies
in the near term. The rating and outlook also incorporate S&P's
expectation that the company will reduce leverage to below 6x over
the coming year.
Although not likely over the next year, S&P would consider a
higher rating if the company is able to successfully integrate
MGAM's business, including achieving revenue growth and cost
synergies, while applying much of its discretionary cash flow
toward debt reduction, such that leverage is less than 5x on a
sustained basis.
S&P could lower the rating if GCA is unsuccessful in integrating
MGAM, leading to margin compression or market share loss, such
that leverage is above 7x or S&P views liquidity as less than
adequate.
GREAT WOLF: S&P Keeps 'BB-' 1st Lien Debt Rating on $214MM Add-on
-----------------------------------------------------------------
Standard & Poor's Ratings Services said the 'BB-' issue-level
rating, with a '2' recovery rating, on Madison, Wis.-based Great
Wolf Resorts Holdings Inc.'s first-lien senior secured debt
(inclusive of the proposed $214 million add-on) is unchanged. The
'2' recovery rating indicates S&P's expectation of substantial
(70% to 90%) recovery in the event of payment default.
Additionally, S&P withdrew the ratings on the company's previously
proposed $120 million second-lien senior secured debt due 2021.
The 'B+' corporate credit rating and negative outlook on Great
Wolf remain unchanged.
The company will use proceeds from the revised proposed debt
issuance to refinance about $60 million of mortgage debt and pay
an approximate $150 million dividend to funds managed by an
affiliate of its owners, private equity sponsor Apollo Global
Management LLC. This represents a $50 million reduction in the
dividend payment to Apollo.
"The negative outlook reflects the expected increase in leverage
in 2014 and 2015 as a result of the still-significant debt-
financed dividend to Apollo," said Standard & Poor's credit
analyst Carissa Schreck. "Under our current base-case forecast,
we expect leverage to increase to the high-6x area at year-end
2014, from about the high-5x area at June 30, 2014, and improve to
about 6x at the end of 2015. These leverage measures compare
unfavorably to those of other 'B+' rated peers and our current 6x
leverage threshold for the current rating. Nonetheless, these
levels are still in line with our current "highly leveraged"
financial risk assessment."
The rating affirmation reflects S&P's belief that Great Wolf is
likely to improve leverage below 6x in 2016 but is contingent upon
a successful ramp up of its newly opened Great Wolf Lodge New
England property (opened June 2014) and an increase in management
fee revenue once the Great Wolf Lodge Garden Grove California
property is developed and opened (expected late 2015). Good
coverage of interest expense, which S&P believes will be in the
high-2x area through 2015 (inclusive of the proposed transaction),
partly mitigates the higher leverage. S&P also continues to
expect that Great Wolf will maintain its strong liquidity profile
and that any cash outlay for maintenance capital or development
activities will not meaningfully impair its expected liquidity
position. Downside rating pressure is likely if Great Wolf's ramp
up of its New England property takes longer than anticipated or is
unsuccessful, or if the company funds an additional dividend to
Apollo, resulting in leverage sustained above 6x over the next few
years.
GREEN GOBLIN: District Court Affirms Bankr. Court's Breach Ruling
-----------------------------------------------------------------
Judge Lawrence F. Stengel of the U.S. District Court for the
Eastern District of Pennsylvania affirmed a bankruptcy court's
finding for Appellee Warren Simons on Green Goblin, Inc.'s breach
of contract claim.
GGI appeals from a decision of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania in an adversary proceeding it
brought against Mr. Simons, the assignee of a note GGI executed as
part of an agreement to open a Gold's Gym franchise club in King
of Prussia, Pennsylvania. Since it is clear that Mr. Simons
breached no promise contained in his assignor's contract with GGI,
Judge Stengel concluded that the Bankruptcy Judge's determination
that GGI failed to prove the elements of a contract claim was
correct.
The adversary proceeding originally included three Plaintiffs,
each of whom were Chapter 11 Debtors: Venom, Inc., Sabertooth LLC,
and GGI. The adversary proceeding originally named two
defendants, Warren Simons and Alan Simons. Venom and Alan Simons
were later dismissed as parties. The two remaining Plaintiffs
filed a Second Amended Complaint against Mr. Simons alleging a
breach of contract arising from his having confessed judgment in
the Court of Common Pleas of Montgomery County against Sabertooth,
even though he was allegedly prohibited from doing so under the
parties' contract. After discovery, Sabertooth and GGI filed a
motion for partial summary judgment on the issue of liability, and
Mr. Simons filed a response that the Bankruptcy Judge treated as a
cross-motion for summary judgment on liability. Mr. Simons also
filed a cross-motion for summary judgment on damages. While those
motions were pending, the Bankruptcy Judge sua sponte raised the
issue whether the court had subject matter jurisdiction over the
adversary proceeding under the Rooker-Feldman doctrine, and gave
the parties the opportunity to brief that issue.
The three Debtors are all owned by the same three principals,
Kevin Burke, Teresa Burke, and John DePrince. Venom owned and
operated the Principals' Gold Gym franchise in Conshohocken,
Pennsylvania. Sabertooth was formed in July 2000, to purchase and
own the real property on which the Principals intended to operate
a second Gold's Gym franchise in King of Prussia. GGI was the
purchaser of the assets located on the property, including a
building and personal property located therein -- the business
assets -- and was the operating entity for the second franchise.
Joseph and Anne Proietto were the sellers of the property.
Plaintiffs Sabertooth, LLC, Venom, Inc., and Green Goblin, Inc.,
are represented by:
Alan L. Frank, Esq.
ALAN L. FRANK LAW ASSOCIATES PC
135 Old York Road
Jenkintown, PA 19046
Telephone: (215) 935-1000
Facsimile: (215) 935-1110
Plaintiff Green Goblin, Inc., is also represented by:
Robert M. Bovarnick, Esq.
BOVARNICK & ASSOC LLC
Two Logan Square, Suite 2030,
100 N. 18th Street
Philadelphia, PA 19103
Telephone: (215) 568-4480
Facsimile: (215) 568-4462
E-mail: rmb@rbovarnick.com
Defendant Warren Simon is represented by:
Benjamin A. Andersen, Esq.
Michael G. Trachtman, Esq.
POWELL, TRACHTMAN, LOGAN, CARRLE & LOMBARDO, P.C.
475 Allendale Road, Suite 200
King of Prussia, PA 19406
Telephone: (610) 354-9700
Facsimile: (610) 354-9760
The case is In the Matter of: Green Goblin, Inc., Green Goblin,
Inc. Appellant, v. Warren Simons, Appellee, Case No. 12-4076, in
the U.S. District Court for the Eastern District of Pennsylvania.
A full-text copy of the Memorandum dated November 6, 2014, is
available at http://is.gd/AJLMB7from Leagle.com.
About Green Goblin
Green Goblin and its affiliate, Sabertooth, LLC, filed voluntary
chapter 11 bankruptcy petitions on February 23, 2009. Their
bankruptcy cases were jointly administered (Bankr. E.D. Penn. Case
No.: 09-11239). The Debtors were represented by Robert Mark
Bovarnik, Esq. At its petition date, the company's assets and
debts were estimated to be between $1 million and $10 million. On
June 15, 2011, the Court denied confirmation of the former
debtors' Fifth Amended Chapter 11 Plan of Reorganization and
dismissed the bankruptcy cases, but retained jurisdiction over the
adversary proceeding captioned In re Smith, 866 F.2d 576 (3d
Cir.1989); In re Stardust Inn, 70 B.R. 888 (Bankr.E.D.Pa.1987).
GREEN POWER: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
Green Power Inc., filed with the U.S. Bankruptcy Court for the
Western District of Washington a list of creditors holding 20
largest unsecured claims, disclosing:
Name of Creditor Nature of Claim Amount of Claim
---------------- --------------- ---------------
James Osterloh Employment $3,000,000
5429 Fern Loop
W Richland
WA 99353
Andrew Baily Trade Debt $2,100,000
Baily Waste (Dublin, Ireland)
K&L Gates
925 Fourth Ave.
Sute 2900
Seattle, WA 98104?1158
Exoterm Holdings Trade Debt $2,000,000
Stoel Rives
600 University St., No. 3600
Seattle, WA 98101
Rick Su Unsecured Credit $2,000,000
6855 W Clearwater Ave
Suite A101?102
Kennewick, WA 99336
Darcie Durr (206)
Tel: (689) 8707
Chakra (Delhi, India) Trade Debt $2,000,000
Frederick Mendoza, Mendoza Law
Ctr, P.O. Box 66890
Burien, WA 98166
Tel: (206) 623?9900
William and Mandy Francke Trade Debt $1,300,000
(New Zealand)
Brad Carlson
Gordon, Thomas Honeywell LLP
1201 Pacific Ave., Suite 2100
Tacoma WA 98401?1157
Internal Revenue Service Government $1,300,000 +
Centralized penalties
Insolvency Ops
P.O. Box 7346
Philadelphia, PA 19101
American Electric Trade $576,000
1999 Butler Loop,
Richland, WA 99354
Tel: (509) 946?0320
Victoria Figueroa Personal Loan $120,000
Stacey Stewart Government $72,000
Franklin County Trade (power) $58,488
Intermech Trade $42,935
Dept. of Ecology Government $25,000
WA Employment Security Government $21,701
About Green Power Inc.
Green Power Inc. filed a Chapter 11 bankruptcy protection (Bankr.
W.D. Wash. Case No. 14-17528) in Seattle on Oct. 12, 2014. The
Debtor estimated assets and debt ranging from $10 million to
$50 million. The case is assigned to Judge Marc Barreca.
The Debtor has tapped Matthew W. Anderson, Esq., at the Law
Offices of Matthew W. Anderson, PLLC, in Seattle, as counsel.
GREEN POWER: Wants Until Nov. 12 to Files Schedules and Statement
-----------------------------------------------------------------
Green Power Inc., asks the U.S. Bankruptcy Court for the Western
District of Washington to extend until Nov. 12, 2014, the date to
file its schedules of assets and liabilities and statement of
financial affairs.
The Debtor explains that the extension is necessary to compile the
necessary data to complete an accurate set of schedules and
statements. The Debtor has had more difficulty locating all of
its applicable updated income and creditor-related documentation
than initially anticipated, and counsel must analyze all of the
information currently provided, well as obtain the remaining items
Debtor has not yet delivered.
The Debtor is represented by:
Law Offices of Matthew W. Anderson, PLLC
506 2nd Avenue, Suite 1400
Seattle, WA 98104
Tel: (206) 812-9570
Fax: (888) 293-0775
E-mail: MAnderson@mwa-law.com
About Green Power Inc.
Green Power Inc. filed a Chapter 11 bankruptcy protection (Bankr.
W.D. Wash. Case No. 14-17528) in Seattle on Oct. 12, 2014. The
Debtor estimated assets and debt ranging from $10 million to
$50 million. The case is assigned to Judge Marc Barreca.
The Debtor has tapped Matthew W. Anderson, Esq., at the Law
Offices of Matthew W. Anderson, PLLC, in Seattle, as counsel.
GREENFIELD SPECIALTY: Moody's Hikes Corporate Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded GreenField Specialty Alcohols
Inc.'s Corporate Family Rating (CFR) to B2 from B3, Probability of
Default Rating to B2-PD from B3-PD. The US$143 million senior
secured term loan and the C$20 million senior secured revolving
credit facility were upgraded to B1 from B2. Moody's also changed
the Speculative Grade Liquidity Rating to SGL-1 from SGL-2. The
rating outlook remains stable.
"The upgrade to B2 is due to GreenField being able to generate
positive free cash flow without government incentives, the
expectation that they will materially reduce debt over the next
year with balance sheet cash and its ability grow the business"
said Paresh Chari, Moody's analyst. "As a result GreenField's
leverage will be significantly reduced."
Upgrades:
Issuer: Greenfield Specialty Alcohols Inc.
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
SGL-2
Corporate Family Rating, Upgraded to B2 from B3
Senior Secured Bank Credit Facility, Upgraded to B1(LGD3) from
B2(LGD3)
Outlook Actions:
Outlook, Remains Stable
Ratings Rationale
The B2 CFR reflects GreenField's small size and scale with four
small ethanol plants, a product mix derived from one commodity
product (ethanol), and exposure to commodity price risk for
ethanol, corn, natural gas and gasoline. GreenField has a
significant hedging program that is used to manage the margin
between corn, gasoline and ethanol, which somewhat mitigates
exposure to fluctuations in commodity markets, but is complex and
doesn't fully cover basis risk. The rating is supported by
government incentive payments, very low leverage, a stable
industrial alcohol business, a diverse customer base and access to
ample corn supplies in the areas surroundings its plants. As at
September 30, 2014, remaining government incentive payments total
about C$43 million through to the end of 2016 at which time
GreenField will be dependent on the success of various capital
improvement projects and growth in its non-fuel products.
The US$143 million senior secured term loan and C$20 million
senior secured revolving credit facility are rated one notch above
the B2 CFR in accordance with Moody's Loss Given Default
methodology. The secured debt benefits from its prior ranking to
the C$30 million subordinated mezzanine facility.
The SGL-1 speculative grade liquidity rating reflects GreenField's
very good liquidity. At September 28, 2014 GreenField had $91
million in cash and full availability under its C$20 million
revolving credit facility maturing December 2018. Moody's expects
positive free cash flow of about C$40 million through to the end
of December 2015 and for GreenField to be in compliance with its
sole financial covenant (total debt to EBITDA not greater than
3.5x) through this period. There are no debt maturities in the
next two years, but the company has significant scheduled
amortization, as well as cash flow sweep payments to make.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged under the revolver and term loan.
The stable outlook reflects Moody's expectation that leverage will
remain below 3x through 2016 as government incentive payments
support EBITDA and the resultant free cash flow is used to pay
down debt. However, quarterly profitability could be volatile due
to GreenField's exposure to the fuel market and basis risk on its
hedges. The company generates much better margins on its
industrial alcohol sales.
The rating could be upgraded if GreenField increasingly
diversifies away from fuel ethanol and can sustain EBITDA above
$120 million without government incentives while maintaining debt
to EBITDA below 2x.
The rating could be downgraded if leverage as measured by debt to
EBITDA appears likely to rise towards 3.5x, which would most
likely result from a deterioration in cash margins in the fuel
ethanol business.
GreenField based in Toronto, Ontario, is a producer and marketer
of fuel ethanol and industrial & packaged ethanol using corn as a
feedstock.
The principal methodology used in these ratings was Global
Chemical Industry Rating Methodology published in December 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.
GREENSHIFT CORP: Posts $318,000 Net Income in Third Quarter
-----------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $318,644 on $3.03 million of total revenue for the three months
ended Sept. 30, 2014, compared to a net loss of $515,736 on $4.17
million of total revenue for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $3.22 million on $10.87 million of total revenue
compared to a net loss of $1.34 million on $12.07 million of total
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $4.64
million in total assets, $43.18 million in total liabilities and a
$38.53 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/8s4kqZ
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
Greenshift reported a net loss of $4.43 million on $15.49 million
of total revenue for the year ended Dec. 31, 2013, as compared
with net income of $2.46 million on $14.51 million of total
revenue in 2012.
Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company could be subject to default of its
senior debt obligation in 2014 if a condition to a forbearance
agreement that is not within the Company's control is not
satisfied. These conditions raise substantial doubt about its
ability to continue as a going concern.
GULFPORT ENERGY: S&P Raises CCR to 'B'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Oklahoma City-based Gulfport Energy Corp. to 'B'
from 'B-'. The outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's senior unsecured debt to 'B' from 'B-'. The recovery
rating remains '4', indicating S&P's expectation of average (30%
to 50%) recovery in the event of a payment default.
The upgrade on Gulfport reflects the company's greater scale as
demonstrated by its increased production level, as a result of
bringing on wells in the Utica shale over the past few months.
Total equivalent production in the third quarter of 2014 averaged
42,300 barrels of oil equivalent per day (boepd) up from the 11
boepd average in 2013, and we expect volumes will continue to grow
over the next 12 months.
"The stable outlook reflects our expectation that the company will
continue to increase production and reserves while maintaining FFO
to debt of approximately 50%," said Standard & Poor's credit
analyst Stephen Scovotti.
An upgrade would require an improvement in Gulfport's business
profile. S&P would consider this if the company continues to
increase reserves and production while maintaining FFO to debt of
greater than 45%.
S&P could lower the ratings if FFO to debt fell below 30% or if it
viewed liquidity as "less than adequate." S&P believes this could
occur if the company were unable to continue to increase
production in the Utica, or if the company adopted a more
aggressive financial policy.
HERRING CREEK: Files Bare-Bones Petition in Boston
--------------------------------------------------
Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12,
2014, without stating a reason. The Debtor estimated $10 million
to $50 million in assets and debt. The case is assigned to Judge
William C. Hillman. Donald Ethan Jeffery, Esq., at Murphy & King,
in Boston, serves as counsel to the Debtor.
HORIZON LINES: Files Merger-Related Documents with SEC
------------------------------------------------------
Horizon Lines, Inc., previously disclosed that it had entered into
definitive agreements with each of Matson Inc. and The Pasha Group
under which Matson will acquire all outstanding shares of Horizon
Lines for $0.72 per share in an all-cash transaction.
In connection with the execution of the Merger Agreement, the
Company also entered into a Contribution, Assumption and Purchase
Agreement with The Pasha Group and SR Holdings LLC, a wholly-owned
subsidiary of The Pasha Group. Pursuant to the Purchase
Agreement, the Company has agreed to sell its Jones Act container
shipping business serving the market of Hawaii from the
continental United States to Pasha for a purchase price of
$141,500,000, subject to certain adjustments.
In connection with the execution of the Merger Agreement, on
Nov. 11, 2014, the Company and U.S. Bank National Association, as
trustee and collateral agent, entered into a fifth supplemental
indenture to the indenture, dated as of Oct. 5, 2011.
The Fifth Supplemental Indenture provides that, subject to the
satisfaction and discharge of all secured debt that is senior to
the Convertible Notes, immediately after the consummation of the
Merger contemplated by the Merger Agreement, the Company will make
an irrevocable deposit with the Trustee of an amount in cash that
is sufficient to pay the principal of, premium (if any) and
interest on the Convertible Notes on the scheduled due dates
through and including its stated maturity. Upon receipt of the
Merger Deposit, unless and until a default or event of default
with respect to the payment of principal, premium (if any) or
interest on the Convertible Notes occurs, certain covenants in the
Convertible Notes Indenture will be suspended and neither the
Company nor any of its subsidiaries will be obligated to comply
with those covenants. The covenants subject to suspension,
include, among others, covenants regarding the Company's
obligation to furnish annual and quarterly reports to the Trustee,
covenants regarding restricted payments, covenants regarding
restrictions on dividends and other distributions, incurrence of
debt, incurrence of liens, affiliate transactions, and certain
covenants regarding asset sales. The Trustee will use the Merger
Deposit for payment of principal, premium (if any) and interest on
the Notes pursuant to the terms of the Indenture.
A full-text copy of the Agreement and Plan of Merger is available
for free at http://is.gd/x7r4c6
A full-text copy of the Contribution, Assumption and Purchase
Agreement is available for free at http://is.gd/8xlk8W
A full-text copy of the Fifth Supplemental Indenture is available
for free at http://is.gd/oIpe3s
About Horizon Lines
Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States. The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico. A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves. The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.
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.
* * *
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.
HORIZON LINES: Caspian to Vote in Favor of Matson Merger
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Caspian Capital LP disclosed that as of
Nov. 11, 2014, it beneficially owned 2,338,399 shares of
common stock Horizon Lines, Inc., representing 5.87 percent of the
shares outstanding.
In connection with a proposed merger of Horizon Lines with Matson
Navigation Company, Inc., a wholly-owned subsidiary of Matson,
Inc., Matson entered into a Voting Agreement as of Nov. 11, 2014,
with Caspian Capital. Pursuant to the Voting Agreement, Caspian
Capital agreed, among other things, to:
(a) when a meeting is held, appear at that meeting or
otherwise cause its shares of Common Stock to be counted
as present thereat for the purpose of establishing a
quorum, and respond to each request by the Issuer for
written consent, if any; and
(b) vote (or consent), or cause to be voted at such meeting
(or validly execute and return and cause such consent to be
granted with respect to), all shares of Common Stock held
by Caspian Capital (i) in favor of approval of the Merger
and the adoption of the Merger Agreement and (ii) against
any alternative proposal.
A full-text copy of the regulatory filing is available at:
http://is.gd/xGVNLi
About Horizon Lines
Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States. The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico. A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves. The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.
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.
The company had total liquidity of $80.9 million as of Sept. 21,
2014, consisting of cash of $4.7 million and $76.2 million
available under its asset-based loan revolving credit facility.
* * *
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.
HOUSTON REGIONAL: Comcast Loses Bid to Stay Ch. 11 Plan
-------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Marvin Isgur in Texas
denied an emergency motion by Comcast Corp. to stay a
restructuring plan giving DirecTV LLC and AT&T Inc. control of a
struggling Houston sports network.
According to the Law360 report, in their motion to stay pending
appeal, Comcast argued that the bankruptcy court incorrectly
valued the lien, and that the bankruptcy court was wrong in
deducting $107 million from the lien to settle media rights fee
claims with the Astros and the Rockets.
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Comcast, despite not being able to obtain from
the bankruptcy court a stay of Houston Regional's plan
confirmation order, is appealing from that same order in an
attempt to squeeze $75 million more out of the sports network.
According to the Bloomberg report, Comcast had asked U.S. District
Judge Lynn N. Hughes to impose a stay pending appeal, which would
bar completion of the sale. Comcast told Judge Hughes that the
appeal is only about money and agreed it won't try to take
ownership, even if it wins, the Bloomberg report related.
About Houston Regional
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.
The Troubled Company Reporter, on Nov. 4, 2014, citing Daily
Bankruptcy Review, reported that U.S. Bankruptcy Judge Marvin
Isgur in Houston has approved the restructuring plan that will
hand control of Comcast SportsNet Houston.
HYDROCARB ENERGY: Incurs $6.5 Million Net Loss in Fiscal 2014
-------------------------------------------------------------
Hydrocarb Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.55 million on $5.06 million of revenues for the year ended
July 31, 2014, compared to a net loss of $37.53 million on $7.07
million of revenues for the year ended July 31, 2013.
The Company's balance sheet at July 31, 2014, showed $25.73
million in total assets, $15.80 million in total liabilities and
$9.92 million in total equity.
"A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in
our ability to raise additional capital for our operations.
Because our operations to date have been largely financed through
the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and
our continued operations. A reduction in our ability to raise
equity capital in the future could have a material adverse effect
upon our business plan and operations, including our ability to
continue our current operations," the Company stated in the
Report.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/riqplC
About Hydrocarb Energy
Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.
IMH FINANCIAL: Incurs $23.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to common shareholders of $23.43 million
on $7.99 million of total revenue for the three months ended
Sept. 30, 2014, compared to a net loss attributable to common
shareholders of $8.18 million on $6.72 million of total revenue
for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to common shareholdres of $27.89 million on
$23.48 million of total revenue compared to a net loss
attributable to common shareholders of $15.47 million on $13.68
million of total revenue for the same period during the prior
year.
The Company's balance sheet at Sept. 30, 2014, showed $199.47
million in total assets, $97.58 million in total liabilities,
$26.78 million in redeemable convertible preferred stock, and
$75.10 million in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Un2SuH
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
IMH Financial reported a net loss of $26.20 million in 2013, a net
loss of $32.19 million in 2012 and a net loss of $35.19 million in
2011.
INDEX RECOVERY: Plan Confirmation Hearing Set for Dec. 2
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Index Recovery Company LP obtained approval of
the disclosure statement explaining its liquidating plan, and
scheduled the confirmation hearing for Dec. 2.
According to the report, if the plan is approved on schedule, the
feeder fund formerly known as Sphinx Managed Futures Index Fund LP
to distribute remaining assets to unsecured creditors before year-
end.
Pursuant to the Plan, Classes 3 (Subordinated Unsecured Claims)
and 4 (Interests) are the only classes entitled to vote under the
Plan. All other classes of claims are rendered unimpaired under
and, therefore, deemed to have accepted, the Plan without voting.
Although Class 4 (Interests) will receive no distribution under
the Plan and would normally, therefore, be deemed to reject the
Plan without voting, the Debtor is requesting that the Class 4
Interest holders be permitted to vote for or against the Plan,
should they so desire. Every holder of a Class 4 Interest is also
the holder of a Class 4 Subordinated Unsecured Claim arising out
of the redemption of 95% of their Interests, and the Debtor
believes it is appropriate to permit those Persons to vote their
Class 3 and 4 Claims and Interests consistently.
About Index Recovery Group
Index Recovery Group, LP, sought Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 14-61434) in Utica, New York, on Sept. 2, 2014.
The Debtor disclosed total assets of $13.76 million and total
liabilities of $35.48 million. Judge Diane Davis presides over
the case. The Debtor is represented by Jeffrey A. Dove, Esq., at
Menter, Rudin & Trivelpiece, P.C.
INTERLEUKIN GENETICS: Incurs $1.4 Million Net Loss in 3rd Quarter
-----------------------------------------------------------------
Interleukin Genetics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.45 million on $472,151 of total revenue for the
three months ended Sept. 30, 2014, compared to a net loss of $2.17
million on $419,041 of total revenue for the same period a year
ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $4.69 million on $1.48 million of total revenue
compared to a net loss of $5.15 million on $1.75 million of total
revenue for the same period a year ago.
As of Sept. 30, 2014, the Company had $4.45 million in total
assets, $3.51 million in total liabilities, all current, and
$937,289 in total stockholders' equity.
Bankruptcy Warning
The Company warned in the Reprt that it if fails to obtain
additional capital by Feb. 28, 2015, it may have to end its
operations and seek protection under bankruptcy laws.
"We expect that our current and anticipated financial resources
will be adequate to maintain our current and planned operations
only through February 28, 2015. We need significant additional
capital to fund our continued operations, including for the
continued commercial launch of our PerioPredictTM test, continued
research and development efforts, obtaining and protecting patents
and administrative expenses. We have retained a financial
advisor, however, based on current economic conditions, additional
financing may not be available, or, if available, it may not be
available on favorable terms. In addition, the terms of any
financing may adversely affect the holdings or the rights of our
existing shareholders. For example, if we raise additional funds
by issuing equity securities, further dilution to our then-
existing shareholders will result. Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities. We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development. If we cannot
obtain additional funding on acceptable terms, we may have to
discontinue operations and seek protection under U.S. bankruptcy
laws."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/BBoPkr
About Interleukin
Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.
Interleukin Genetics incurred a net loss of $7.05 million on $2.42
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $5.12 million on $2.23 million of
total revenue in 2012.
Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 3, 2013. The independent auditors noted
that the Company has incurred recurring losses from operations and
has an accumulated deficit that raise substantial doubt about the
Company's ability to continue as a going concern.
INT'L MANUFACTURING: DSW Panel Taps Services of Joseph & Cohen
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of International
Manufacturing Group, Inc., supplemented its application to retain
Joseph & Cohen, P.C., as its counsel in the IMG case effective as
of Sept. 3, 2014.
J&C further addressed the request of the Committee in the related
chapter 11 case of Deepal Sunil Wannakuwatte (DSW Committee) to
engage the services of J&C to provide substantially identical
services in the IMG case.
Pursuant to the application, the IMG Committee and the DSW
Committee have agreed that the estates in both of the cases will
be jointly and severally responsible for all fees and expenses
submitted to and approved by the Court in connection with J&C's
joint representation of the Committees. J&C submits that the
aspect of the application is appropriate under the circumstances
of the cases.
The Chapter 11 trustees appointed have stated that the unsecured
creditor pools in each of the cases, and the claims asserted by
such creditors, are substantially identical: In both Cases, nearly
all unsecured claims are held by Ponzi scheme victims, arising
from promissory notes executed by Mr. Wannakuwatte in his
individual capacity, and also in his capacity as officer of IMG,
in furtherance of a concerted fraud enacted by both Debtors.
As reported in the TCR on Oct. 17, 2014, the Committee in the
original application said it requires Joseph & Cohen to:
(a) advise and represent the IMG Committee with respect to
relevant matters and proceedings in the IMG Case;
(b) advise and assist the IMG Committee with respect to its
affairs and duties pursuant to section 1103 of the
Bankruptcy Code;
(c) consult with the IMG Trustee, the DSW Trustee, other
parties in interest and their attorneys and agents as
necessary during the pendency of the IMG Case;
(d) prepare on behalf of the IMG Committee necessary motions,
orders and other legal papers; and
(e) counsel the IMG Committee with respect to bankruptcy,
litigation, and other issues arising in or related to the
IMG Case, and performing such legal services with respect
thereto as may be necessary and desirable.
All of J&C's hourly rates for this engagement will be limited to
$495, and no fees will be billed for net travel time to or from
hearings or meetings attended on behalf of the Committees.
J&C will also be reimbursed for reasonable out-of-pocket expenses
incurred.
David A. Honig, partner of Joseph & Cohen, assured the Court that
the 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.
About International Manufacturing
Deepal Wannakuwatte, the mastermind of a $150 million Ponzi
scheme, put himself and his company, International Manufacturing
Group Inc., into Chapter 11 after he pleaded guilty to one count
of wire fraud and agreed to a 20-year prison sentence. The
bankruptcy filing was part of his plea bargain with federal
prosecutors. Mr. Wannakuwatte is the former owner of the
Sacramento Capitols tennis team.
International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014. The case is assigned to
Judge Robert S. Bardwil.
The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.
In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor. She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside the
ordinary course of business.
According to the docket, governmental entities have until Nov. 26,
2014, to file claims.
The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides. The Committee tapped Joseph & Cohen, P.C. as
its counsel.
INT'L MANUFACTURING: Trustee Can Hire Teraoka & Partners
--------------------------------------------------------
The Bankruptcy court authorized Beverly N. Farland, Chapter 11
trustee for International Manufacturing, to employ Teraoka &
Partners LLP as her special labor and employment law counsel.
Ms. Farland stated it is necessary for him to have a labor and
employment attorney soon as possible to assist the trustee with
employee matters conforming to state and federal laws.
The Trustee said that she has discovered that the employee files
at IMG do not contain certain mandatory items as required by state
and federal law. He adds that there is also no employee manual to
define internal policies which will be a problem in managing the
employees and the business.
The attorney primarily responsible for the representation is
Thomas M. Gosselin, of counsel, and his hourly rate is $450.
The Trustee has worked with Mr. Gosselin on other chapter 11 cases
and receiverships involving numerous, complex employee matters
since 2008. Mr. Gosselin has experience in labor and employment
law, and is experienced in all aspects of employment litigation
and counseling for businesses, including advising employers
concerning employment law obligations and policies and employment
issues related to corporate transactions.
To the best of the Trustee's knowledge, Teraoka does not now hold
or represent any interest materially adverse to the interests of
the estate or of any class of creditors or equity security
holders.
The Trustee is represented by:
Thomas A. Willoughby, Esq.
Jason E. Rios, Esq.
Jennifer E. Niemann, Esq.
FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP
400 Capitol Mall, Suite 1750
Sacramento, CA 95814
Tel: (916) 329-7400
Fax: (916) 329-7435
E-mail: twilloughby@ffwplaw.com
About International Manufacturing
Deepal Wannakuwatte, the mastermind of a $150 million Ponzi
scheme, put himself and his company, International Manufacturing
Group Inc., into Chapter 11 after he pleaded guilty to one count
of wire fraud and agreed to a 20-year prison sentence. The
bankruptcy filing was part of his plea bargain with federal
prosecutors. Mr. Wannakuwatte is the former owner of the
Sacramento Capitols tennis team.
International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014. The case is assigned to
Judge Robert S. Bardwil.
The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.
In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor. She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside the
ordinary course of business.
According to the docket, governmental entities have until Nov. 26,
2014, to file claims.
The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides. The Committee tapped Joseph & Cohen, P.C. as
its counsel.
ISAACSON STEEL: Bankruptcy Court Approves D&O Claims Settlement
---------------------------------------------------------------
The Bankruptcy Court, according to Isaacson Structural Steel,
Inc.'s case docket, approved on Oct. 23, 2014, a comprehensive
settlement and release so that the tTrustees can collect and
administer the $2.35 million due in accordance with the First
Amended Joint Plan of Reorganization for Isaacson Steel, Inc. and
Isaacson Structural Steel, Inc. dated Sept. 25, 2013, as modified
Oct. 18, 2013.
As reported in the Troubled Company Reporter on Oct. 6, 2014,
Robert M. Bishop, Jack Donovan, and Charles B. Fenderson, in their
capacity as Trustees of the Isaacson Steel Liquidating Trust
requested for approval of the settlement.
Following the sale of their operating assets, the Debtors' sole
remaining assets were approximately 50 preference or fraudulent
transfer claims (the "Chapter 5 Actions") and certain negligence/
negligent misrepresentation claims against the Debtors' former
directors and officers, which were covered by insurance (the "D&O
Claims").
There were significant disputes between and among the Debtors'
primary secured lender, Passumpsic Savings Bank, the New Hampshire
Business Finance Authority, Turner Construction Company, Inc., the
Debtors, and the Official Unsecured Creditors Committee over the
right to pursue the D&O Claims, the right to and availability of
insurance coverage for the D&O Claims, priority of competing
administrative claims, and several other matters. The Debtors had
also filed an adversary proceeding against PSB for alleged lending
improprieties and other claims.
In early 2013, faced with an administratively insolvent estate and
the prospect of extended litigation, expense, and uncertainty with
respect to any potential recovery, counsel for virtually all of
the stakeholders in this proceeding -- the Debtors, PSB, the
Committee, the BFA, and Turner -- entered into extended
negotiations that eventually resulted in their August 2013
execution of a Global Settlement Agreement and Stipulation
("GSA"). The GSA provided for the formation of the Trust, which
would oversee the prosecution of the D&O Claims on a combined
basis and the prosecution of the Chapter 5 actions on behalf of
the Debtors' estates, then distribute the net recoveries from each
"pot" to creditors under a negotiated formula.
After approval and service of an appropriate disclosure statement,
the GSA was incorporated into and became the backbone of the Plan,
which was confirmed by the Court on February 6, 2014. In
accordance with the GSA, the Trust was established in October
2013, and upon confirmation of the Plan, the Trust assumed control
of the Debtors' remaining assets and affairs.
As contemplated by the GSA, the various D&O Claims were prosecuted
by the Trustees, including the already-pending litigation entitled
Passumpsic Saving Bank v. D.J. Driscoll & Company PLLC (a/k/a
Driscoll & Company PLLC) d/b/a Driscoll & Company, Certified
Public Accountants and David Driscoll CPA and Steven Griffin,
Cheshire Superior Court Docket No. 215-2011-CV-00176, and a claim
initiated by the Trustees entitled Isaacson Steel Liquidating
Trust v. Arnold P. Hanson and Sara Marvin, Adv. Proc. No. 14-1029
(the "D&O Litigation").
After extensive discovery and 11th hour pretrial negotiations,
counsel reached an agreement in principle to resolve all matters
asserted in the D&O Litigation. In late April 2014 settlement
negotiations resumed in earnest with the assistance of a mediator,
and a settlement in principle was reached in early May, under
which the director and officer defendants, (the primary of which
was Steven D. Griffin) would pay $2 million and the Driscoll
Defendants would pay $350,000 to resolve the claims, subject to
appropriate documentation and releases. Mr. Griffin was the
Debtors' chief financial officer. After additional negotiation,
the terms of a comprehensive settlement were finally agreed upon
and are set forth in the fully executed Settlement Agreement and
Release.
The Trustees believe that given the risks and uncertainty of any
recovery, the D&O Claims Settlement is more than reasonable, and
will result in a significant recovery for the Trust that would
very likely have been unattainable if the D&O Litigation had been
pursued to verdict.
If the Court were to decline to approve the proposed D&O Claims
Settlement, the Trustees assert, the Trust would have to forgo
collection of $2.35 million, and would instead have to resume
prosecution of the D&O Litigation and prepare for a trial that
would likely be scheduled for early 2015, with any potential
verdict limited to the available recovery under a further-wasted
policy and all of the risks.
Trustee of Steven Griffin Estate Objected
Timothy P. Smith, in his capacity as Trustee of the Bankruptcy
Estate of Steven Griffin, noted that the proposed comprehensive
settlement of D&O and Related Claims is signed by a number of
parties, including Steven Griffin.
The Griffin Trustee contended that he has not signed the proposed
settlement agreement and has not received authority of any court
to sign the D&O Claims Settlement. The D&O Claims Settlement,
therefore, does not, cannot, and may not be understood to affect
his rights, in his capacity as Trustee for the Bankruptcy
Estate of Steven Griffin, and cannot and does not modify or
mitigate the claims held by that Estate, the Trustee asserts.
The D&O Claims Settlement, the Trustee further contended, does not
waive, release, settle or discharge or disallow any of Claim Nos.
36, 37, 38 and 39 filed in the Isaacson Steel, Inc. Bankruptcy
Case by the Griffin Estate. The Trustee added that the Griffin
Estate has not executed any release relating to claims to other
parties in D&O Claims Settlement.
Steven Griffin Withdraws Signature
Steven D. Griffin, creditor and interested party in the Debtors'
bankruptcy cases, has withdrawn his signature in the D&O Claims
Settlement. He alleged that the D&O Claims Settlement does not
contain all of the terms agreed to by the parties to induce him to
sign the agreement.
Mr. Griffin contended that unbeknownst to him and his counsel, the
Adversary Proceeding captioned Isaacson v. Cindy Griffin, Case No.
13-1103-JMD, was deleted, without their knowledge or consent, from
the final version of the agreement and the description of the
Griffin/Hanson Chapter 5 Actions being dismissed. The
Griffin/Hanson Chapter 5 Actions, which include the Adversary
Proceeding, should have been dismissed under the D&O Claims
Settlement.
When the error was pointed out to the Isaacson Parties, they
refused to add the CG Adversary to the Settlement Agreement or
accept a nominal sum in settlement of the CG Adversary, showing
that the deletion was intentional, Mr. Griffin said.
About Isaacson Structural Steel
Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and 11-
12415) on June 22, 2011.
Isaacson Structural Steel estimated both assets and debts of $10
million to $50 million. Isaacson Steel estimated assets and debts
of $1 million to $10 million. The petitions were signed by Arnold
P. Hanson, Jr., president.
Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel. The
Debtors retained General Capital Partners, LLC to act as their
investment banker.
An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case. Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee. Mesirow
Financial Consultants also advises the Committee.
ITR CONCESSION: La Porte Wants Other Counties to Bid for Lease
--------------------------------------------------------------
Heraldargus.com reports that La Porte County Commissioners are
reaching out to officials in other toll road corridor counties to
attempt a multi-county bid for the Indiana Toll Road lease
currently held by The Indiana Toll Road Concession Company.
La Porte County Commissioners said in a press release that county
officials are trying to ready the bid before the 2015 preliminary
deadline. According to the press release, La Porte County
Attorney Shaw Friedman said he and the county's special counsel,
Goldstein & McClintock, have conferred with investment banking
firm Piper Jaffray.
"There is a realistic scenario where several northern Indiana
counties could join together to sponsor a not-for-profit
corporation that would submit a bid on the existing lease
agreement," Heraldargus.com quoted Mr. Friedman as saying.
The Indiana Toll Road, which is used by almost 130,000 vehicles
per day, first opened in 1956. It was privatized in 2006, when
Macquarie Group agreed to pay $3.8 billion to the state of Indiana
for the right to operate the toll road for 75 years.
As reported by Sara Randazzo and Patrick Fitzgerald at the Wall
Street Journal on Sept. 22, 2014, ITR filed for bankruptcy
protection in the U.S. Bankruptcy Court in Chicago on Sept. 21,
2014, with a prepackaged plan supported by a majority of its
creditors that proposes selling its assets or reorganizing its
business.
About ITR Concession
ITR Concession Co. operates a 157-mile, four- to six-lane toll
road in Northern Indiana commonly referred to as the Indiana Toll
Road. The toll road is a vital artery for interstate commerce,
linking the City of Chicago and Lake Michigan to the interstate
highway system, as well as markets, ports, and commercial and
financial centers across the United States. The toll road opened
in 1956 and is used by nearly 130,000 vehicles per day.
ITR Concession and its affiliates filed for bankruptcy protection
(Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan
to restructure some $6 billion in debt by selling its assets or
reorganizing its business.
The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick,
Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at
Kirkland & Ellis LLP as counsel; Moelis & Company LLC as
investment banker; and Kurtzman Carson Consultants LLC, as claims
and notice agent.
As of the Petition Date, the Debtors have outstanding funded debt
of $6.0 billion that is comprised of approximately $3.855 billion
in principal amount of first-priority syndicated bank-debt
obligations and approximately $2.15 billion in principal amount of
pari passu first-lien interest rate hedging obligations.
IZEA INC: Posts $685,000 Net Income in Third Quarter
----------------------------------------------------
IZEA, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of
$685,370 on $1.93 million of revenue for the three months ended
Sept. 30, 2014, compared to a net loss of $975,302 on $1.56
million of revenue for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $2.14 million on $5.85 million of revenue compared to a
net loss of $2.75 million on $4.66 million of revenue for the same
period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $10.79
million in total assets, $7.80 million in total liabilities and
$2.99 million in total stockholders' equity.
The Company's cash position was $7,879,918 as of Sept. 30, 2014,
as compared to $530,052 as of Dec. 31, 2013, an increase of
$7,349,866 primarily as a result of proceeds received in its 2014
Private Placement. The Company has incurred significant net
losses and negative cash flow from operations since its inception
which has resulted in a total accumulated deficit of $23,980,220
as of Sept. 30, 2014.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/2RmYdx
About IZEA, Inc.
IZEA, Inc., headquartered in Orlando, Fla., considers itself the
world leader in social media sponsorships ("SMS"), a rapidly
growing segment within social media where a company compensates a
social media publisher to share sponsored content within their
social network. The Company accomplishes this by operating
multiple marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.
IZEA reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during
2012, and a net loss of $3.98 million in 2011.
JACKSONVILLE BANCORP: Posts $808,000 Net Income in 3rd Quarter
--------------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $808,000 on $5.25 million of total interest income
for the three months ended Sept. 30, 2014, compared to net income
of $147,000 on $5.60 million of total interest income for the same
period last year.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $1.34 million on $15.90 million of total interest income
compared to net income of $375,000 on $17.76 million of total
interest income for the same period in 2013.
The Company's balance sheet at Sept. 30, 2014, the Company had
$510.48 million in total assets, $474.19 million in total
liabilities and $36.29 million in total shareholders' equity.
"The solid execution of our strategy is reflected in our ability
to achieve operational efficiencies, ongoing asset quality
improvement and stabilization in our balance sheet," said Chief
Executive Officer Kendall L. Spencer. "We have turned the corner
and remain committed to the community banking model that has
served us well over the years and supports an operating strategy
that meets the needs of our community, employees and investors."
A copy of the Form 10-Q is available for free at:
http://is.gd/q11rHI
About Jacksonville Bancorp
Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch. The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.
Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million in 2013, a net loss available to
common shareholders of $43.04 million in 2012 and a net loss
available to common shareholders of $24.05 million in 2011.
KASPER LAND: Has Until Dec. 11 to Get Court Approval of Plan
------------------------------------------------------------
U.S. Bankruptcy Judge Robert Jones has given Kasper Land and
Cattle Texas, LLC until Dec. 11 to have its Chapter 11
reorganization plan confirmed.
In case the company fails to get court approval for its
restructuring plan by Dec. 11, the automatic stay will be lifted
to allow Herring Bank and Chain-C, Inc. to exercise legal remedies
against their collateral.
Kasper Land was also ordered to make monthly payments to Herring
Bank and Chain-C as adequate protection. The automatic stay will
be lifted if the company fails to do so, according to the
bankruptcy judge's order.
About Kasper Land and Cattle
Kasper Land and Cattle Texas, LLC, sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo,
Texas, on March 3, 2014. Bill Kinkead, Esq., at Kinkead Law
Offices, serves as counsel to the Debtor. The Debtor disclosed
$23,170,640 in assets and $13,420,213 in liabilities as of the
Chapter 11 filing.
KEYWELL LLC: Cronimet Must Answer Counterclaims by Nov. 21
----------------------------------------------------------
Judge Sara L. Ellis of the U.S. District Court for the Northern
District of Illinois granted in part and denied in part the
Plaintiffs' motion to dismiss counterclaims in the lawsuit
captioned Cronimet Holdings, Inc., Edward J. Newman John D. Joyce
v. Keywell Metals, LLC (f/k/a KW Metals Acquisition, LLC), Case
No. 14 C 3503.
The Court also directed the Cronimet Parties to answer the
remaining allegations of the Second Amended Counterclaim by
November 21, 2014.
After spirited bidding with Cronimet, Keywell Metals acquired the
assets of Keywell, LLC in December 2013. Two of Keywell's
employees, Plaintiffs Newman and Joyce, decided not to join
Keywell Metals, however, and instead were hired by Cronimet in May
2014, precipitating the lawsuit. The Cronimet Parties filed the
lawsuit seeking a declaration that Cronimet could employ Messrs.
Newman and Joyce regardless of a non-disclosure agreement between
Cronimet and Keywell and non-compete agreements Messrs. Newman and
Joyce had with Keywell.
Keywell Metals responded by filing counterclaims against the
Cronimet Parties, seeking relief for these claims:
* preliminary and permanent injunctive relief against Cronimet
for breach of the Cronimet NDA;
* preliminary and permanent injunctive relief against Messrs.
Newman and Joyce for breach of the non-compete agreements;
* breach of the Cronimet NDA by Cronimet;
* breach of the non-compete agreements by Newman and Joyce;
* breach of fiduciary duty by Messrs. Newman and Joyce;
* violation of the Illinois Trade Secrets Act;
* misappropriation of confidential information and unfair
competition;
* tortious interference with contract by Cronimet;
* civil conspiracy; and
* unjust enrichment
The Cronimet Parties seek to dismiss all but the breach of
fiduciary duty and ITSA claims.
Because the Court finds that Keywell Metals does not have standing
to enforce the Cronimet NDA or the non-compete agreements, all
claims based on those agreements are dismissed. Keywell Metals'
claims for misappropriation of confidential information, unfair
competition, and unjust enrichment are dismissed because they are
preempted by ITSA as they depend on the existence of confidential
information for their viability. Keywell Metals' claim for civil
conspiracy is dismissed to the extent it relates to the underlying
breach of contract, misappropriation of confidential information,
unfair competition, and unjust enrichment allegations but may
proceed with respect to Keywell Metal's remaining claims of breach
of fiduciary duties and trade secret violations.
The Plaintiffs/Counter-Defendants are represented by:
Roger James Higgins, Esq.
THE LAW OFFICES OF ROGER HIGGINS, LLC
1 N. Bishop St., Suite 14
Chicago, IL 60607
Telephone: (312) 666-0431
E-mail: rhiggins@rogerhigginslaw.com
- and -
Timothy D. Elliott, Esq.
Emily A. Shupe, Esq.
Jordan Rae Franklin, Esq.
Polina Arsentyeva, Esq.
RATHJE & WOODWARD, LLC
300 E. Roosevelt Road, Suite 300
Wheaton, IL 60187
Telephone: (630) 510-4910
Facsimile: (630) 668-9218
E-mail: telliott@rathjewoodward.com
eshupe@rathjewoodward.com
jfranklin@rathjewoodward.com
parsentyeva@rathjewoodward.com
The Defendant/Counter-Claimant is represented by:
Mark X. Mullin, Esq.
Alex Stevens, Esq.
Laura E. O'Donnell, Esq.
Stephen J. Manz, Esq.
HAYNES AND BOONE, LLP
2323 Victory Avenue, Suite 700
Dallas, TX 75219
Telephone: (214) 651-5000
Facsimile: (214) 651-5940
E-mail: mark.mullin@haynesboone.com
alex.stevens@haynesboone.com
laura.odonnell@haynesboone.com
- and -
William John Barrett, Esq.
BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP
200 West Madison Street, Suite 3900
Chicago, IL 60606
Telephone: (312) 984-3100
E-mail: william.barrett@bfkn.com
A full-text copy of the November 7, 2014 Opinion and Order is
available at http://is.gd/9IPx7ofrom Leagle.com.
About Keywell L.L.C.
Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013. Mark Lozier signed the petition as president
and CEO.
Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities. In its amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities. As reported in the Troubled
Company Reporter on May 12, 2014, the Debtor filed an amended
summary of schedules disclosing assets of $22,602,974 and
liabilities of $37,181,354.
Judge Eugene R. Wedoff presides over the case.
Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel. Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.
The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.
The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors. The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel. Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.
In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million. The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.
Keywell LLC changed its name and case caption to "SGK Ventures,
LLC" following the sale.
LATEX FOAM: U.S. Trustee Has Issues With Proposed KERP
------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, objected to
the approval of Latex Foam International, LLC, et al.'s key
employee retention program.
The U.S Trustee said that the Debtors failed to prove that the
proposed retention plan satisfies the requirements of Section
503(c) of title 11, United States Code. The Debtors have not
showed any evidence demonstrating that the retention plan
recipients, the director of manufacturing, the direct of
engineering, the director of continuous improvement, and the
director of customer services, are not insiders within the meaning
of Section 101(31) of the Bankruptcy Code.
The Retention Plan
As reported in the TCR on Oct. 22, 2014, the Debtors in seeking
approval of the retention plan related that aside from operational
matters, the management team has also dealt with the financial
ramifications of the fire, which has had a significant impact on
the Debtors' cash flow. Negotiations with the Debtors' insurance
carriers, had resulted in interim payments of $7.1 million to the
estates.
The Debtor has identified four non-insider employees with
institutional knowledge and skills essential to maximizing the
value of the Debtors' estates during the sale or reorganization
process. The KERP provides retention payments for the employees.
Their positions are director of manufacturing, director of
engineering, director of continuous improvement, and director of
customer services.
Each KERP payment will equal 5 percent of the individual's annual
salary, to be paid quarterly for five quarters commencing Dec. 31,
2014, and terminating Dec. 31, 2015. The aggregate of each
quarterly payment will be $23,050, and the aggregate cost of the
KERP program will be $115,250.
Each employee must be an employee of LFI at the end of each
quarter commencing Dec. 31, 2014, in order to qualify for the
retention bonus. In the event of a sale of all or substantially
all of the assets of LFI, such employees will be entitled to the
pro rata portion of the KERP payment earned for such quarter up
until the date of the closing of the sale so long as such Employee
remains employed at the time of such closing.
About Latex Foam
Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses. The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.
LFIH is a holding company for 100% of the equity interests in LFI,
PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN.
BHD.
LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014. David Fisher signed the petitions
as president. The Debtors are seeking joint administration of
their cases.
LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities
as of the Chapter 11 filing.
Judge Alan H.W. Shiff presides over the cases.
James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and
Zeisler, serve as the Debtors' counsel.
On June 19, 2014, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors. The
Committee tapped to retain Schafer and Weiner, PLLC as its
counsel, and Reid and Reige, P.C. as its local counsel.
LE-NATURE INC: Unsecured Creditors Getting 6.4% Recovery
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Marc Kirschner, the trustee for the trust
created under the liquidating Chapter 11 plan of Le-Nature's Inc.,
said in a report that the bankruptcy is nearing conclusion, with
full payment to secured creditors and a 6.4 percent recovery so
far for unsecured creditors. According to the report, Kirschner
sued and made four major settlements, bringing in about $104
million, with banks and professionals which allegedly didn't spot
the fraud.
About Le-Nature's Inc.
Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks. Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.
On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations. Within several days, Kroll
uncovered massive fraud at Le-Nature's. On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.
Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006. Kroll converted the proceedings from
Chapter 7 to Chapter 11.
On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.
The Debtors' cases were jointly administered. The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.
Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts. The Court
appointed R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee. David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors. Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders. Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.
On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.
LEVEL 3: Posts $85 Million Net Income in Third Quarter
------------------------------------------------------
Level 3 Communcations, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $85 million on $1.62 billion of revenue for the
three months ended Sept. 30, 2014, compared to a net loss of $21
million on $1.56 billion of revenue for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $248 million on $4.86 billion of revenue compared to a
net loss of $123 million on $4.71 billion of revenue for the same
period last year.
As of Sept. 30, 2014, the Company had $13.98 billion in total
assets, $12.33 billion in total liabiities and $1.64 billion in
total stockholders' equity.
A full-text copy of the Form 10-Q is available at:
http://is.gd/dVA1bg
About Level 3 Communications
Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.
Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011.
* * *
In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.
"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.
The TCR reported on Nov. 7, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based Level 3 Communications (Level 3) to 'BB-' from 'B+' and
removed the rating from CreditWatch, where S&P had placed it with
positive implications on June 16, 2014.
"The rating upgrade reflects our view that the TW Telecom
acquisition modestly improves Level 3's business risk profile
without having a material impact on financial metrics," said
Standard & Poor's credit analyst Richard Siderman.
LV HARMON: Gordon Silver Gets Approval to Withdraw as Counsel
-------------------------------------------------------------
U.S. Bankruptcy Judge August Landis signed off on an order
approving Gordon Silver's application to withdraw as legal counsel
of LV Harmon LLC and its affiliated debtors.
The bankruptcy judge will issue a separate order to show cause why
LV Harmon's bankruptcy case should not be dismissed due to a lack
of counsel.
.
About LV Harmon LLC
LV Harmon LLC and four of its affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-14360 to 14-
14364) on June 25, 2014. The petitions were signed by
Massimiliano Ferruzzi as authorized signatory. The Debtors
disclosed $4,095,191 in assets and $525,345,325 in liabilities as
of the Chapter 11 filing. Judge August B. Landis presides over
the case.
MACKEYSER HOLDINGS: Lease Decision Period Extended Until Jan. 16
----------------------------------------------------------------
The Bankruptcy Court extended until Jan. 16, 2015, MacKeyser
Holdings, LLC, et al.'s time to assume or reject unexpired leases
of non-residential real property, including subleases or other
agreement to which the Debtors are a party thereto.
The Court considered the relief at a hearing held Nov. 3.
The Debtors, in their motion, explained that they and the Official
Committee of Unsecured Creditors needed more time in analyzing
their ownership interest in WCEC, LLC and the Debtors' various
ties to the California practices, including the Debtors' role as
sublessor for at least on of the real property leases involved in
the practices.
The Debtors noted that at the end of September, the debtors had
sold or abandoned all of their wholly owned practice locations,
they continue to hold interest in WCEC, LLC, which is involved in
the operation of seven physician practice locations in California.
The Debtors believe that one or more of the real property leases
used in the operations of the practices is held in the name of
Debtor American Optical Services, LLC.
About MacKeyser Holdings
MacKeyser Holdings, LLC and its operating affiliates -- American
Optical Services, LLC, and Exela Hearing Services, LLC -- manage
integrated eye care and hearing systems providers with over 80
optical retail, optometry and ophthalmology locations in 14
states. Within certain of the Company's locations, dedicated
audiology and dispensing staff conduct diagnostics, fitting and
dispensing of hearing systems.
MacKeyser Holdings, LLC, American Optical Services, Inc. and their
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
Nos. 14-11528 to 14-11550) on June 20, 2014. David R. Hurst,
Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, PA. The Debtors' financial advisor is GlassRatner
Advisory & Capital Group. The investment banker is Hammond Hanlon
Camp LLC. The noticing and claims management agent is American
Legal Claim Services, LLC.
In its petition, MacKeyser Holdings estimated $50 million to $100
million in both assets and liabilities.
The petitions were signed by Thomas J. Allison, authorized
officer.
The U.S. Trustee for Region 3 has appointed three creditors to
serve on the official committee of unsecured creditors. The
Official Committee of Unsecured Creditors retained Cooley LLP as
lead counsel; Klehr Harrison Harvey Branzburg LLP as co-
counsel; and Giuliano, Miller & Company, LLC as financial advisor.
MAUI LAND: Incurs $749,000 Net Loss in Third Quarter
----------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $749,000 on $2.73 million of total
operating revenues for the three months ended Sept. 30, 2014,
compared to a net loss of $1.56 million on $2.81 million of total
operating revenues for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported
a net loss of $1.18 million on $10.21 million in total operating
revenues compared to a net loss of $2.54 million on $7.99 million
of total operating revenues for the same period in 2013.
The Company's balance sheet at Sept. 30, 2014, showed $51.39
million in total assets, $79.08 million in total liabilities and a
$27.69 million stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/lfnyhr
About Maui Land & Pineapple Co.
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate. The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.
Maui Land reported a net loss of $1.16 million on $15.21 million
of total operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.60 million on $13.57 million of
total operating revenues in 2012.
Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring negative cash flows from operations
and deficiency in stockholders' equity raise substantial doubt
about the Company's ability to continue as a going concern.
MGM RESORTS: Files Form 10-Q, Reports $20.3MM Net Loss for Q3
-------------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $20.27 million on $2.48
billion of revenues for the three months ended Sept. 30, 2014,
compared to a net loss attributable to the Company of $22.31
million on $2.46 billion of revenues for the same period last
year.
For the nine months ended Sept. 30, 2014, the Company reported net
income attributable to the Company of $192.39 million on $7.69
billion of revenues compared to a net loss attributable to the
Company of $114.92 million on $7.29 billion of revenues for the
same period in 2013.
MGM Resorts' balance sheet at Sept. 30, 2014, showed $25.44
billion in total assets, $17.54 billion in total liabilities and
$7.89 billion in total stockholders' equity.
The Company's cash and cash equivalents balance at Sept. 30, 2014,
was $1.3 billion, which included $540 million at MGM China.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/oIsd9O
About MGM Resorts
MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino. For more
information about MGM Resorts International, visit the Company's
Web site at www.mgmresorts.com.
MGM Resorts reported a net loss attributable to the Company of
$156.60 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.
Bankruptcy Warning
The Company stated in its 2013 Annual Report, "The agreements
governing our senior secured credit facility and other senior
indebtedness contain restrictions and limitations that could
significantly affect our ability to operate our business, as well
as significantly affect our liquidity, and therefore could
adversely affect our results of operations. Covenants governing
our senior secured credit facility and certain of our debt
securities restrict, among other things, our ability to:
* pay dividends or distributions, repurchase or issue equity,
prepay certain debt or make certain investments;
* incur additional debt;
* incur liens on assets;
* sell assets or consolidate with another company or sell all
or substantially all assets;
* enter into transactions with affiliates;
* allow certain subsidiaries to transfer assets; and
* enter into sale and lease-back transactions.
Our ability to comply with these provisions may be affected by
events beyond our control. The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness. Any default under our senior secured credit
facility or the indentures governing our other debt could
adversely affect our growth, our financial condition, our results
of operations and our ability to make payments on our debt, and
could force us to seek protection under the bankruptcy laws."
* * *
As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'. In March 2012, S&P revised
the outlook to positive from stable.
"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.
In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating. The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.
As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively. Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.
MILESTONE SCIENTIFIC: Incurs $358,000 Net Loss in Third Quarter
---------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss applicable to common stockholders of $358,490 on $2.53
million of product sales for the three months ended Sept. 30,
2014, compared to net income applicable to common stockholders of
$218,523 on $2.44 million of product sales for the same period in
2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss applicable to common stockholders of $333,113 on $7.66
million of product sales compared to net income applicable to
common stockholders of $443,277 on $7.21 million of product sales
for the same period last year.
The Company's balance sheet at Sept. 30, 2014, showed $17.26
million in total assets, $2 million in total liabilities, all
current, and $15.26 million in total stockholders' equity.
As of Sept. 30, 2014, Milestone had cash and cash equivalents of
$781,497, treasury bills of $9,499,865 and a working capital of
$13,609,997. Milestone had net loss of $333,113 and a profit of
$443,277 for the nine months ended Sept. 30, 2014, and 2013,
respectively. The working capital as of Sept. 30, 2014, was
$13,609,977 and it is the result of the increase in treasury bills
in 2014 of $9.5 million as a result of a capital raises in May
2014.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/IcuQDl
About Milestone Scientific
Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.
Milestone Scientific reported net income of $1.46 million in 2013,
as compared with a net loss of $870,306 in 2012.
Baker Tilly Virchow Krause, LLP, in New York, issued "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has suffered recurring losses from operations
since inception, which raises substantial doubt about its ability
to continue as a going concern.
MISSISSIPPI PHOSPHATES: Meeting of Creditors Set for Dec. 17
------------------------------------------------------------
The meeting of creditors of Mississippi Phosphates Corp. is set to
be held on Dec. 17, at 10:30 a.m., according to a filing with the
U.S. Bankruptcy Court for the Southern District of Mississippi.
The meeting will be held at Room 920, Hancock Bank Building, 2510
14th Street, in Gulfport, Mississippi.
The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed. The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About MPC
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the
cases.
Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities. Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.
MISSISSIPPI PHOSPHATES: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------------
The U.S. Trustee for Region 5 appointed seven creditors of
Mississippi Phosphates Corp. to serve on the official committee of
unsecured creditors.
The members of the unsecured creditors' committee are:
(1) OCP S.A.
c/o Dianne Coffino
Covington & Burling, LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Tel: (212) 841-1043
Fax: (646) 441-9220
Email: dcoffino@cov.com
(2) Trammo, Inc.
c/o James W. O?Mara
Phelps Dunbar
4270 I-55 North
Jackson, MS 39211
Tel: (601) 352-3200
Fax: (601) 360-9777
Email: jim.omara@phelps.com
(3) Premier Chemicals & Services, LLC
Francis Mayer
4856 Revere Avenue, Suite A
Baton Rouge, LA 70808
Tel: (225) 926-0059
Fax: (225) 926-0414
Email: francis@premierchemicals.net
(4) Shrieve Chemical
c/o Carey Menasco
Liskow & Lewis
One Shell Square
701 Poydras Street, Suite 5000
New Orleans, LA 70139
Tel: (504) 556-4171
Fax: (504) 556-4108
Email: clmenasco@liskow.com
(5) Central Maintenance & Welding, Inc.
c/o Hugo S. ?Brad? deBeaubien
Shumaker, Loop & Kendrick, LLP
Bank of America Plaza
101 East Kennedy Blvd., Suite 2800
Tampa, FL 33602
Tel: (813) 221-7425
Fax: (813) 229-1660
Email: bdebeaubien@slk-law.com
(6) Mississippi Power Company
c/o Paul J. Delcambre, Jr.
Balch & Bingham, LLP
1310 Twenty Fifth Avenue
Gulfport, MS 39501-1931
Tel: (225) 214-0409
Fax: (888) 506-8672
Email: pdelcambre@balch.com
(7) Hydrovac Industrial Services, Inc.
c/o James A. McCullough, II
Brunini Grantham Grower & Hewes, PLLC
P.O. Drawer 119
Jackson, MS 39205
Tel: (601) 948-3101
Fax: (601) 960-6902
Email: jmccullough@brunini.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About MPC
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the
cases.
Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities. Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.
MMM HOLDINGS: Moody's Affirms B2 Senior Secured Debt Rating
-----------------------------------------------------------
Moody's Investors Service affirmed MMM Holdings, Inc.'s (MMM's) B2
senior secured debt rating and the Ba2 insurance financial
strength (IFS) rating of MMM's regulated insurance subsidiary, MMM
Healthcare, Inc. (MMM Healthcare). The outlook was changed to
negative from stable following a breach of one of the financial
covenants in its Credit Agreement.
Ratings Rationale
Moody's said that the change in the outlook to negative from
stable reflects the breach of a financial leverage covenant as of
September 30, 2014. In addition, it also recognizes the company's
loss of over 40,000 members through September 2014 due to
reductions in the benefits MMM offered in its Medicare Advantage
products that were prompted by decreased reimbursements from the
government. Moody's commented that the ratings have been supported
by the historically strong growth pattern of the company's
Medicare Advantage membership and the resulting leading Medicare
Advantage market share in Puerto Rico.
The rating agency added that while the company's medical loss
ratio has remained consistent with historical levels during 2014,
the lower enrollment has pressured earnings, resulting in a breach
of the leverage covenant in the company's Term Loan agreement. The
company has obtained a waiver for this breach from its lenders
while it renegotiates the terms of the agreement.
On the positive side, Moody's noted that the company has announced
that it has won the Reforma (Medicaid) contract for two regions in
Puerto Rico beginning in mid-2015. While the business should
provide earnings diversification, managing profitability for
Medicaid business in Puerto Rico has proven to be challenging for
issuers in the past. In addition, through the first month of the
Medicare Advantage open enrollment period, MMM is reporting a net
membership gain for 2015.
The rating agency commented that the key credit issues for MMM
over the next several months will include MMM's ability to grow
Medicare Advantage membership during the open enrollment period,
the terms negotiated with its lenders and any penalties it may
incur as a result of the recent breach of the financial leverage
covenant, and its ability to meet the operational and capital
requirements of the Reforma business.
Moody's said the Ba2 IFS rating for MMM Healthcare and the B2
corporate family rating (CFR) for MMM reflect the company's
leveraged capital structure, including the large amount of
goodwill on the balance sheet; the company's dependence on
Medicare Advantage products; and concentration in Puerto Rico.
Moody's noted that since the outlook is negative, it is unlikely
that the ratings would be upgraded; however, the outlook could be
changed back to stable if the company: 1) is successful in
renegotiating its Credit Agreement with lenders, 2) achieves
Medicare Advantage growth of at least 5% (approximately 10,750
members) for 2015 during the open enrollment period, 3) has EBITDA
margins of at least 5% in each of the next few quarters, and 4)
maintains NAIC risk-based capital (RBC) ratio of at least 100% of
company action level (CAL).
However, the rating agency said that if 1) EBITDA margins fall
below 5%, 2) the company is unable to renegotiate the Credit
Agreement or incurs a substantial financial penalty in connection
with the breach of its financial covenant, or 3) the RBC ratio
falls below 100% CAL, then the ratings could be downgraded.
The principal methodology used in rating MMM Holdings was U.S.
Health Insurance Companies, published in October 2014.
The following ratings were affirmed, with the outlook changed to
negative from stable:
MMM Holdings, Inc. -- senior secured debt rating at B2, long term
corporate family rating at B2;
MMM Healthcare, Inc. -- insurance financial strength rating at
Ba2.
The principal methodology used in this rating was U.S. Health
Insurance Companies published in October 2014.
InnovaCare, Inc., the parent company of MMM Holdings, is a
privately-owned company incorporated in Puerto Rico and
headquartered in Fort Lee, New Jersey. MSO of Puerto Rico, Inc. is
an independent unregulated subsidiary of MMM Holdings that
provides management support and services to the provider networks
of MMM Holding's regulated insurance subsidiaries (MMM Healthcare
and Preferred Medicare Choice, Inc.). As of September 30, 2014,
MMM Holdings reported stockholders' equity of approximately $71
million. MMM's total revenues for the first nine months of 2014
were $1.3 billion with 215,000 Medicare members in Puerto Rico.
Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.
MMRGLOBAL INC: Posts $1.9 Million Net Income in Third Quarter
-------------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.92 million on $1.89 million of total revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $2.24
million on $112,569 of total revenues for the same period a year
ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.15 million on $2.43 million of total revenues
compared to a net loss of $4.90 million on $535,146 of total
revenues for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $3.70
million in total assets, $9.74 million in total liabilities and
$6.03 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Oc7glG
About MMRGlobal
Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.
MMRGlobal reported a net loss of $7.63 million in 2013, as
compared with a net loss of $5.90 million in 2012.
Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
December 31, 2013 and 2012. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
MOBILE MINI: S&P Puts 'BB' Corp. Credit Rating on CreditWatch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB'
corporate credit rating on Tempe, Ariz.-based portable storage and
mobile office leasing company Mobile Mini Inc. on CreditWatch with
negative implications.
S&P also placed its 'BB-' issue-level rating on Mobile Mini's $200
million 7.875% senior unsecured notes due 2020 on CreditWatch with
negative implications.
The CreditWatch placement follows Mobile Mini Inc.'s announcement
that it had entered into an agreement to buy Evergreen Tank
Solutions Inc. (ETS) for $405 million to be paid in cash, which
Mobile Mini will fund by increasing its ABL revolver by $100
million. S&P expects the acquisition to result in increased debt
leverage, and the addition of a new business line (ETS is a
provider of integrated liquid and solid containment solutions)
could negatively affect Mobile Mini's business risk profile.
"We expect to resolve the CreditWatch placement in the coming
months as more information becomes available," said Standard &
Poor's credit analyst Betsy Snyder.
MOBIVITY HOLDINGS: Reports $1.4-Mil. Net Loss for Third Quarter
---------------------------------------------------------------
Mobivity Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.43 million on $1.04 million of revenues for the
three months ended Sept. 30, 2014, compared to a net loss of $2.40
million on $1.03 million of revenues for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $4.63 million on $3.05 million of revenues compared to
a net loss of $14.70 million on $3.14 million of revenues for the
same period in 2013.
The Company's balance sheet at Sept. 30, 2014, showed $11.43
million in total assets, $3.35 million in total liabilities and
$8.07 million in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/IkfWSZ
About Mobivity Holdings
Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008. On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger. Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company. In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.
Mobivity Holdings reported a net loss of $16.75 million in 2013,
a net loss of $7.33 million in 2012 and a net loss of $16.31
million in 2011.
MOTORS LIQUIDATION: Court Stayed "Sesay" Ignition Switch Suit
-------------------------------------------------------------
Bankruptcy Judge Robert E. Gerber stayed along with others the
lawsuit arising from defective ignition switch initiated by
Ishmail Sesay and Joanne Yearwood. Judge Gerber also declined to
abstain from considering whether his July 5, 2009 sale order
should continue to apply to them.
In his November 10, 2014 decision, Judge Gerber wrote that once
again -- now for the fourth time, and for the second time by the
same counsel -- a plaintiff group wishing to proceed ahead of all
of the others has asked for leave to go it alone. The request,
brought on behalf of the Sesay Plaintiffs by Gary Peller, Esq.,
the same counsel whose contentions Judge Gerber rejected in his
written opinion denying the second request, follows two written
decisions and an oral one, all holding that litigants with
ignition switch monetary loss claims barred, in whole or in part,
by the Sale Order must await the conclusion of the now-ongoing
briefing and argument before the Court in all of the other
actions, whose number has now swollen to over 100.
Judge Gerber noted that the great bulk of the contentions in the
Sesay Request do not differ from the contentions he rejected in
Phaneuf and Elliott cases, the latter of which were made by the
same counsel. He found that the new contentions (asserted
insufficient time to respond and other assertedly unfair
procedures) and the new request (that he abstain from hearing this
controversy) lack merit as well.
The Plaintiffs are represented by:
Gary Peller, Esq.,
GARY PELLER, Washington, DC,
600 New Jersey Avenue, NW
Washington, DC 20001
Telephone: (202) 662-9122
Facsimile: (202) 662-9680
E-mail: peller@law.georgetown.edu
General Motors LLC is represented by:
Arthur J. Steinberg, Esq.
Scott I. Davidson, Esq.
KING & SPALDING LLP
1185 Avenue of the Americas
New York, NY
Telephone: (212) 556-2158
Facsimile: (212) 556-2222
E-mail: asteinberg@kslaw.com
sdavidson@kslaw.com
- and -
Richard C. Godfrey, Esq.
Andrew B. Bloomer, Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: richard.godfrey@kirkland.com
andrew.bloomer@kirkland.com
The GM's bankruptcy proceeding is In re Motors Liquidation
Company, et al., f/k/a General Motors Corp., et al., Case No. 09-
50026 (REG), in United States Bankruptcy Court for the Southern
District of New York.
A full-text copy of the Decision dated November 10, 2014, is
available at http://is.gd/4g57rGfrom Leagle.com.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
N-VIRO INTERNATIONAL: Two Directors Elected at Annual Meeting
-------------------------------------------------------------
N-Viro International Corporation completed its recessed annual
stockholders meeting on Nov. 6, 2014, at which the stockholders
elected Timothy Kasmoch and Gene Richard to the Board of Directors
and ratified UHY, LLP, as the Company's independent outside
auditors for the fiscal year ending Dec. 31, 2014.
Nominees James Hartung and Thomas Kovacik failed to get the
required votes.
About N-Viro International
Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.
N-Viro International reported a net loss of $1.64 million on $3.37
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $1.63 million on $3.58 million of revenues
during the prior year.
The Company's balance sheet at June 30, 2014, showed $1.68 million
in total assets, $2.66 million in total liabilities and a $983,587
total stockholders' deficit.
UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company's recurring losses, negative cash flow from operations
and net working capital deficiency raise substantial doubt about
its ability to continue as a going concern.
NATIONAL SECURITY GRP: A.M. Best Affirms 'bb' Issuer Credit Rating
------------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating (FSR) of B++ (Good) and the
issuer credit rating (ICR) of "bbb" of National Security Fire and
Casualty Company (NSFC).
In addition, A.M. Best has affirmed the FSRs of B+ (Good) and ICRs
of "bbb-" of NSFC's wholly owned subsidiary, Omega One Insurance
Company, Inc. (Omega) and National Security Insurance Company
(NSIC), an affiliated life/health insurer. The outlook for these
ratings remains stable.
Concurrently, A.M. Best has affirmed the ICR of "bb" of the parent
holding company, The National Security Group, Inc. (NSGI)
(Wilmington, DE) [NASDAQ: NSEC]. The outlook for this rating has
been revised to stable from negative. All companies are domiciled
in Elba, AL, unless otherwise specified.
The ratings for NSFC are based on the consolidation of the company
with its wholly owned subsidiary, Omega. The ratings and revised
outlook for NSFC reflect the improved operating performance and
adequate capitalization along with the stability and planning at
the holding company to eliminate its debt. Surplus has increased
in three of the past five years with 2014 on target for solid
surplus growth as well. Management has a long-term plan in place
to pay down holding company debt; the earnings in the insurance
subsidiaries will assist in the process. Additionally, management
has put in place initiatives to further enhance operating
performance by streamlining operations and consolidating
departments.
Partially offsetting these positive rating factors is the
geographic concentration in the southeastern United States. As a
property writer, surplus is exposed to frequent and severe
weather-related events. Negative rating action may occur if
operating results begin to deteriorate or if there is a notable
decline in the risk-adjusted capitalization. Positive rating
action is contingent upon consistently favorable operating
performance and improved overall risk-adjusted capitalization.
The ratings of Omega reflect its strong risk-adjusted
capitalization and voluntary run-off status after terminating its
non-standard auto and property insurance programs. The ratings
may come under pressure if capitalization significantly weakens.
This is not expected to occur while the company is in run-off;
surplus is more than adequate to handle any existing open claims.
In affirming the ratings of NSIC, A.M. Best believes the company's
financial resources will not be materially impacted as it supports
the overall expense and debt obligations of NSGI. The ratings
also acknowledge NSIC's solid stand-alone risk-adjusted
capitalization, modest capital growth, positive -- albeit modest
-- net operating performance trends, and its multiple distribution
channel strategy.
Offsetting these positive factors are NSIC's limited geographic
profile and the challenges it faces to manage its limited levels
of capital, sustain and improve its overall net operating
performance and reverse declining total net premium trends.
Future positive rating actions could result from further positive
movement in its parent's ratings. Key rating factors that could
lead to a negative rating action include a sustained decline in
risk-adjusted capitalization that no longer supports the current
ratings; overall net operating performance that does not meet A.M.
Best's expectations; a material shift in business profile skewed
more heavily toward less creditworthy lines of business; or
negative rating actions on NSGI or its property and casualty
affiliate, NSFC.
The rating of NSGI is based on the consolidated financial strength
of its subsidiaries, which is driven mainly by the
property/casualty companies, and its acceptable level of debt.
NATROL INC: Adam Nutrition & USPL Sell Claims to Claims Recovery
----------------------------------------------------------------
In the Chapter 11 case of Natrol, Inc., a total of two claims
switched hands on Nov. 6, 2014:
Transferee Transferor Claim Amount
---------- ---------- ------------
Claims Recovery Group LLC Adam Nutrition $115,057.00
Claims Recovery Group LLC USPL Nutritionals LLC $72,445.55
About Natrol, Inc.
Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world. Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life. Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers. Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.
Natrol, Inc., and its six affiliates sought bankruptcy protection
on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is
assigned to Judge Brendan Linehan Shannon. The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware. The Debtors' Claims and Noticing Agent is
Epiq Systems Inc.
The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.
The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors. The Committee tapped to retain Otterbourg P.C. as lead
counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii)
CMAG as financial advisors.
The Debtors reported total assets of $83,932,462 and total
liabilities of $87,174,387.
NAVISTAR INTERNATIONAL: Closes $250-Mil. Wholesale Funding Deal
---------------------------------------------------------------
A subsidiary of Navistar Financial Corporation has sold $250
million of wholesale floor plan notes in a two-year 144-A
securitized transaction to support International(R) Truck and IC
BusTM dealer inventory funding. It will replace a $200 million
deal from February 2012 that matures in January 2015, after which
NFC will have $1 billion in total wholesale funding capacity.
The new transaction was launched at a larger size to ensure
adequate liquidity to support the Company's growing wholesale
portfolio as dealers continue to purchase additional trucks and
buses in support of increased customer demand.
"This transaction provides ongoing flexibility in funding
wholesale assets to help us support the sale of our truck and bus
products through one of the largest and strongest dealer channels
in the industry," said Walter Borst, Navistar executive vice
president and chief financial officer. "This action allows us to
fund a greater percentage of floor plan balances for some of our
larger dealers, improving the effectiveness of our wholesale
financing platform."
NFC, an affiliate of Navistar International Corporation (NYSE:
NAV), provides financing programs and services tailored to support
equipment financing needs for International Truck and IC Bus
dealers and customers.
"We are pleased with the very strong investor interest as well as
the pricing and execution of this offering," Borst added. "The
quality of our portfolio and the strength of our dealer network
have earned the ongoing confidence and support of our investors."
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.
The Company's balance sheet at July 31, 2014, showed $7.70 billion
in total assets, $11.74 billion in total liabilities and a $4.04
billion total stockholders' deficit.
* * *
In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR). The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.
As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'. "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.
In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings. The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy. Other rating concerns
are already incorporated in the 'CCC' rating.
NEPHROS INC: Incurs $706,000 Net Loss in Third Quarter
------------------------------------------------------
Nephros, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $706,000 on $491,000 of total net revenues for the three months
ended Sept. 30, 2014, compared to a net loss of $611,000 on
$418,000 of total net revenues for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $2.12 million on $1.40 million of total net revenues
compared to a net loss of $2.52 million on $1.51 million of total
net revenues for the same period during the prior year.
As of Sept. 30, 2014, the Company had $3.10 million in total
assets, $3.49 million in total liabilities and a $386,000 total
stockholders' deficit.
At Sept. 30, 2014, the Company had an accumulated deficit of
approximately $103,348,000 and the Company expects to incur
additional losses in the foreseeable future at least until such
time, if ever, that the Company is able to increase product sales
or license revenue. The Company has financed its operations since
inception primarily through the private placements of equity and
debt securities, its initial public offering, license revenue, and
rights offerings.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/NvDHb0
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros, Inc., reported a net loss of $3.69 million in 2013
following a net loss of $3.26 million in 2012.
Rothstein Kass, in Roseland, New Jersey, 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 negative cash flow from operations and net
losses since inception. These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.
NETBANK INC: Tells High Court $5.7M Refund Ruling Is A Deviation
----------------------------------------------------------------
Law360 reported that bankrupt Internet banking pioneer NetBank
Inc. told the U.S. Supreme Court that an Eleventh Circuit ruling
that forwarded a $5.7 million tax refund to the Federal Deposit
Insurance Corp. instead of NetBank conflicts with three other
circuit court decisions and fails to consider equality of
distribution precedent.
According to the report, in response to the FDIC's argument that a
Supreme Court review is not warranted because the facts and
circumstances between the opinions from the First, Second and
Fifth circuits and that of the Eleventh Circuit are too different,
NetBank said the consistency in the outcomes of each of the three
other cases in spite of their differing facts demonstrates the
legal framework applied in each -- equality of distribution -- had
a "marked effect" on their outcomes and that the Eleventh
Circuit's departure from those outcomes hinges on its failure to
work within that same framework.
As previously reported by The Troubled Company Reporter, citing
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, the Supreme Court will have an opportunity to decide whether
the property of a bankrupt bank belongs to the holding company
that owns the bank or the FDIC, which becomes receiver of the
bank.
In the NetBank case, the U.S. Court of Appeals in Atlanta in 2013
awarded the refund to the FDIC as receiver, and not to the holding
company. In March, NetBank's liquidating trustee asked the
Supreme Court to resolve what he called a split among appeals
courts on what the FDIC should be forced to prove before
establishing a so-called constructive trust that gives the refund
to the bank, even though the refund was payable to the holding
company, the report said.
The NetBank case in the Supreme Court is Zucker v. Federal Deposit
Insurance Corp., 13-1480, U.S. Supreme Court (Washington).
About NetBank Inc.
Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states. NetBank Inc. did
retail banking, mortgage banking, business finance, and provided
ATM and merchant processing services.
The Company filed for chapter 11 protection (Bankr. M.D. Fla. Case
No. 07-04295) on Sept. 28, 2007. Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor. Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Official
Committee of Unsecured Creditors.
Clifford Zucker serves as the Liquidating Supervisor for NetBank
under the terms of a Second Amended Liquidating Plan confirmed in
Sept. 2008, and is represented by Michael D. Langford, Esq., and
Shane G. Ramsey, Esq., at Kilpatrick Stockton LLP in Atlanta, Ga.
As of Sept. 25, 2007, the Debtor reported total assets of
$87,213,942 and total debts of $42,245,857. As of August 31,
2008, NetBank, Inc., had total assets of $13,807,207 and total
liabilities of $34,607,868.
NET ELEMENT: Amends $50 Million Securities Prospectus
-----------------------------------------------------
Net Element, Inc., filed with the U.S. Securities and Exchange
Commission an amended registration statement on Form S-3/A
relating to the offering of $50 million shares of common stock,
preferred stock, warrants, units and subscription rights.
The Company amended the Registration Statement to delay its
effective date.
The Company intends to use the net proceeds from the sale of
securities primarily for general corporate purposes, including
working capital, sales and marketing activities, general and
administrative matters, repayment of indebtedness, and capital
expenditures.
The Company's common stock is listed on The NASDAQ Capital Market
under the symbol "NETE." The Company's outstanding warrants are
quoted on the Over-the-Counter Bulletin Board under the symbol
"NETEW."
A copy of the amended prospectus is available for free at:
http://is.gd/626heB
About Net Element
Miami, Fla.-based Net Element International, Inc. (formerly Net
Element, Inc.,) currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $48.31 million in 2013, as
compared with a net loss of $16.38 million in 2012. The Company's
balance sheet at June 30, 2014, showed $16.57 million in total
assets, $22.79 million in total liabilities and a $6.21 million
total stockholders' deficit.
BDO USA, LLP, in Miami, 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 has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.
NEW LOUISIANA: Amended Terms of Baker Donelson Retention Okayed
---------------------------------------------------------------
Hon. Robert Summerhays approved New Louisiana Holdings LLC, et
al.'s amended application for the retention of Jan M. Hayden, and
the Law Firm of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C., as their local counsel.
The Amended Application provides that Jan M. Hayden, as local
counsel, is expected to provide these services:
1. Offer advice to the Debtors and their officers, directors,
employees, agents and partners, as applicable, regarding the
operation of the business of the Debtors and the Debtors'
responsibility to comply with the orders of the Court;
2. Advise the Debtors of their obligations to file the reports
of them in connection with the cases;
3. Instruct the Debtors of their responsibility to take all
steps reasonably necessary to prevent any depletion of the
assets of the estate during the pendency of these
proceedings and their responsibility to notify the Court of
any actual or threatened depletion of the assets;
4. If, at any time during the pendency of these proceedings,
counsel concludes that the continued operation of the
Debtors' business or the continuation of these proceedings
is not in the best interest of the creditors and of the
estate, counsel will immediately advise the Debtors of that
conclusion and recommend that the Debtors so advise the
Court.
5. Inform the Debtors the may not pay any indebtedness or
obligation owed on the date of the filing of the bankruptcy
cases pending further orders of the Court;
6. Advise the Debtors not to make any sales of any assets
outside the ordinary course of business except upon
appropriate further orders of the Court;
7. Advise the Debtors to comply with the requirements of the
Internal Revenue Code and in particular with the depository
receipt requirements of the Internal Revenue Code and
regulations, and that the Debtors must comply with all
applicable state tax laws and regulations;
8. Advise the Debtors that all financial reports required to be
filed must be true, correct and accurate, and that the
Debtors must timely file those reports. In the event that
the Debtors continually and intentionally fails to follow
the advice, the attorney will so report to the Court.
9. Advise the Debtors that all debts they incurred in the
course of the operation of their business as debtors-in-
possession are to be paid in the ordinary course of business
and in accordance with the terms of the Court's order
authorizing the continued operation of the business.
The Court also orders that concerning professional compensation,
that:
1. The attorney will bill unproductive travel time, if any, at
one-half the hourly rate for which compensation is sought.
2. The attorney may adjust its hourly rates periodically to
reflect advancing professional capabilities as well as
general economic facts. Any such adjustment shall be
disclosed to the Debtor, United States Trustee, the Court,
and is subject to approval of the Court after notice and a
hearing.
3. More than one professional of the attorney may assist in the
representation of the Debtors because of workload or other
reasons. All such persons shall be utilized in a manner to
promote efficiency and economy for the estate so that tasks
will only be assigned to senior personnel when specialized
expertise is needed. For example, senior attorneys shall not
be compensated at their customary rate for supervising
mailing or copying of disclosure statements.
4. In its representation of the Debtors, the attorney may also
engage the assistance of paralegals. The Court, however,
will not allow compensation for paralegals where the
services rendered are traditionally clerical in nature.
5. The attorney and its employees will account for their time
in increments of 1/10 of an hour and in all other respects
consistent with Section 330 of the Bankruptcy Code, the
applicable Federal Rules of Bankruptcy Procedure, the Local
Rules of Bankruptcy Procedure, the Fee Guidelines of the
United States Trustee issued January 30, 1996, and any
applicable orders of the Court.
6. Applications for compensation shall comply in all respects
with the Fee Guidelines of the United States Trustee issued
January 30, 1996 --- the Court will not consider
applications for compensation which do not comply with
said guidelines in respect to project billing.
7. Subject to Court approval, the attorney may also seek
reimbursement from the estate for actual and necessary out-
of-pocket expenses. The attorney shall actively exercise
reasonable billing judgment when seeking reimbursement for
such expenses and shall use the most economical and
practicable method when incurring such expense. Detailed
records of all such expenses shall be maintained.
About New Louisiana Holdings
New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.
Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.
Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.
Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.
The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).
The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas. Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.
The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors. Pepper Hamilton LLP serves as
counsel to the Committee
* * *
The Debtors are currently asking for an extension of their
exclusive periods to file a Chapter 11 plan through Jan. 16, 2015,
and their exclusive period to solicit acceptances for that plan
through March 17, 2015.
NEW LOUISIANA: Panel Can Tap Pepper Hamilton as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the cases of New
Louisiana Holdings LLC, et al., sought and obtained permission
from the U.S. Bankruptcy Court for the Western District of
Louisiana to employ Pepper Hamilton LLP as its counsel.
As counsel, Pepper Hamilton is expected to provide these services:
a. Advise the Creditors Committee with respect to its rights,
duties, and powers in the Debtors' Chapter 11 cases;
b. Assist and advise the Committee in its consultation with the
Debtors relating to the administration of these chapter 11
cases; and
c. Assist the Committee in analyzing the claims of the Debtors'
creditors and the Debtors' capital structure and in
negotiating with the holders of claims, and if appropriate,
equity interests.
The firm's standard rates are:
Professional Hourly Rate
------------ -----------
Francis J. Lawall $710
Donald J. Detweiler $655
John H. Schanne, II $395
Francis J. Lawall, Esq., a partner at Pepper Hamilton, assures the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The Firm can be reached at:
PEPPER HAMILTON LLP
Francis J. Lawall
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Tel No: (215) 981-4000
Fax No: (215) 981-4750
E-mail: lawallf@pepperlaw.com
About New Louisiana Holdings
New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.
Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.
Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.
Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.
The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).
The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas. Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.
The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors. Pepper Hamilton LLP and
McGlinchey Stafford PLLC serve as counsel to the Committee.
* * *
The Debtors are currently asking for an extension of their
exclusive periods to file a Chapter 11 plan through Jan. 16, 2015,
and their exclusive period to solicit acceptances for that plan
through March 17, 2015.
NEW LOUISIANA: Panel Can Employ McGlinchey Stafford as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
permission from the U.S. Bankruptcy Court for Western District of
Louisiana to employ McGlinchey Stafford, PLLC, as its counsel.
As counsel to the Committee, McGlinchey Stafford is expected to
provide these services:
a. Advise the Committee with respect to its rights, duties, and
powers;
b. Assist and advise the Committee in its consultations with
the Debtors relating to the administration of the cases; and
c. Assist the Committee in analyzing the claims of the Debtor's
creditors and the capital structure and in negotiating with
the holders of claims and, if appropriate, equity interest.
The firm's standard rates are:
Professional Hourly Rate
------------ -----------
Rudy J. Cerone $475
Heather LaSalle Alexis $325
Rudy J. Cerone, Esq., a member of McGlinchey Stafford, assures the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
About New Louisiana Holdings
New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.
Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.
Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.
Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.
The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).
The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas. Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.
The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors. Pepper Hamilton LLP and
McGlinchey Stafford PLLC serve as counsel to the Committee.
* * *
The Debtors are currently asking for an extension of their
exclusive periods to file a Chapter 11 plan through Jan. 16, 2015,
and their exclusive period to solicit acceptances for that plan
through March 17, 2015.
NORANDA ALUMINUM: Posts $3.9-Mil. Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
Noranda Aluminum Holding Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing a net loss of $3.9 million on $361.4 million of
sales for the three months ended Sept. 30, 2014, compared with a
net loss of $18.2 million on $339.9 million for the same period in
the prior.
The Company's balance sheet at Sept. 30, 2014, showed
$1.32 billion in total assets, $1.2 billion in total liabilities
and total stockholders' equity of $122.2 million.
A copy of the Form 10-Q is available at:
http://is.gd/6oRfyd
About Noranda Aluminum
Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils. The Company has two businesses, an
upstream and downstream business. The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008. The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products. Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.
* * *
As reported by the TCR on March 11, 2014, Moody's Investors
Service downgraded Noranda Aluminum Acquisition Corporation's
corporate family rating to B3 from B2 and probability of default
rating to B3-PD from B2-PD. The downgrade to a B3 corporate
family rating considers the company's weak debt protection metrics
and high leverage as evidenced by its negative EBIT/interest
coverage ratio at December 31, 2013 and debt/EBITDA ratio of 9.3x
(all using Moody's standard adjustments).
In the Feb. 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it affirmed its 'B' corporate credit rating
on Franklin, Tenn.-based Noranda Aluminum Holding Corp. (Noranda).
NORTEL NETWORKS: Bell Aliant Assigns $506,200 Claim to TRC
----------------------------------------------------------
In the Chapter 11 case of Nortel Networks Corp., a total of four
claims switched hands from Oct. 30, 2014, to Nov. 7, 2014:
Transferee Transferor Claim Amount
---------- ---------- ------------
CRT Special Investments LLC Valholl Ltd $288,000.00
Hain Capital Holdings, LLC Rosa M. Arrieta $38,845.79
VonWin Capital Management, LP Srimani Gatla Reddy $18,281.34
TRC Master Fund LLC Bell Aliant Regional $506,235.56
Communications, LTD
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications. Nortel did
business in more than 150 countries around the world. Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.
On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors. Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group. That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.
That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).
In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP. Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.
On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A. On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.
U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.
In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel. The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.
An ad hoc group of bondholders also was organized. An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor. The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee. The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.
Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.
As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion. The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.
Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers. Nortel has collected roughly $9 billion for
distribution to creditors. Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court. The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.
The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.
NOVOLEX HOLDINGS: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned the B2 corporate family rating
and B2-PD probability of default rating with a negative outlook to
Novolex Holdings, Inc., which owns Hilex Poly Co. LLC. This rating
action concludes the review of Hilex's ratings initiated on
November 10, 2014. The review was prompted by the company's
announcement that it had entered into a definitive agreement to
acquire Chicago-based food packaging producer Packaging Dynamics
Corporation (Packaging Dynamics, B2 stable).
At the same time, Moody's assigned a B1 rating to the $125 million
five-year senior secured revolver and $840 million seven-year
senior secured first-lien term loan. Moody's also assigned a Caa1
rating to the $275 million seven-and-a-half year second-lien
senior secured term loan. Novolex is raising $1.24 billion in
credit facilities to fund the acquisition of Packaging Dynamics,
including the repayment of its outstanding bonds, and to refinance
Hilex's outstanding credit facility. Moody's also confirmed the B2
rating on the Hilex's existing credit facilities, but these
ratings will be withdrawn after the acquisition closes. Moody's
also withdrew Hilex's B2 corporate family rating and B2-PD
probability of default rating. The ratings outlook is negative.
Moody's will withdraw Packaging Dynamics's B2 corporate family
rating, B2-PD probability of default rating and the B3 senior
secured note rating after the acquisition closes and the company's
debt is repaid. The acquisition is expected to close in the fourth
quarter 2014 after all the regulatory approvals are received.
Moody's took the following rating actions:
Novolex Holdings, Inc.
Assigned B2 Corporate Family Rating
Assigned B2-PD Probability of Default Rating
Hilex Poly Co. LLC
Withdrew B2 Corporate Family Rating
Withdrew B2-PD Probability of Default Rating
Confirmed B2, LGD 3 senior secured bank credit facility rating
(to be withdrawn after transaction closes)
Assigned B1, LGD 3 to $125 million senior secured revolver
Assigned B1, LGD 3 to $840 million 1st lien senior secured term
loan
Assigned Caa1, LGD 5 to $275 million 2nd lien senior secured
term loan
The ratings outlook is negative.
The ratings are subject to the receipt and review of the final
documentation.
Ratings Rationale
The B2 Corporate Family Rating reflects elevated leverage pro
forma for the Packaging Dynamics transaction, acquisition-driven
growth strategy and weak EBIT margins, given that approximately
one-third of the company's revenue is generated from low growth
commodity plastic retail bags and industrial can liners. Novolex
is doubling its debt to fund the purchase of Packaging Dynamics
and faces significant integration risks. Combined with the
acquisition of Duro Bag Manufacturing Co in July 2014, the company
is absorbing two large back-to-back acquisitions. The B2 rating
also reflects a fragmented industry with price competition and
Novolex's high customer concentration. Top ten customers generate
approximately one-third of pro forma sales and Wal-Mart generated
approximately 8%. The majority of customers have contracts with
raw material cost pass-throughs, but contracts are typically
short-term and lags in the paper segment are longer than on resin,
increasing Novolex's exposure to raw material price volatility.
The rating also reflects the risk that more states and
municipalities will enact legislation that may negatively impact
the use of plastic retail bags. The company currently benefits
from anti-dumping tariffs on cheaper imported plastic bags which
are up for renewal in 2015. Novolex's sales and profits may suffer
if the tariffs were not renewed.
Novolex's increased scale, diversification into paper retail bags
and more stable food packaging, as well as long-standing
relationships with large customers support the rating. Packaging
Dynamics and Duro acquisitions together will more than double
Novolex's revenue and reduce its reliance on the commodity plastic
bag and can liner business. While paper retail bags and some food
packaging are also commodity products, both Packaging Dynamics and
Duro businesses have higher margins. Novolex expects to further
improve its margins by realizing synergies driven by operational
improvements, procurement savings, footprint rationalization and
headcount reduction. The company also benefits from a significant
recycling operation. Novolex is expected to generate free cash
flow. The rating anticipates that the company will maintain good
liquidity and use free cash flow to pay down debt.
The B1 rating on the $125 million senior secured revolver and $840
million first-lien term loan reflect their priority position in
the capital structure after a small amount of priority trade
payables and a substantial amount of the second-lien debt that
provides loss absorption.
The Caa1 rating on the $275 million second-lien senior secured
term loan reflects its effective subordination behind the first-
lien credit facilities and priority trade payables.
The negative outlook reflects expectations that leverage
(debt/EBITDA) will remain elevated over the next 12 to 18 months
as Novolex integrates its acquisitions and achieves expected
synergies.
The ratings could be downgraded if the company does not reduce
debt/EBITDA below 6.5 times, free cash flow to debt falls below
3.5%, the EBIT margin falls below 4.5% and EBIT to interest
declines below 1.2 times. The ratings could also be downgraded if
the company pursues another large debt-financed acquisition or
dividend recapitalization. The ratings could also be downgraded if
liquidity deteriorates and the anti-dumping tariffs are not
renewed in 2015 causing a drop in retail bag volume and
profitability.
Given the negative outlook, an upgrade is unlikely in the
intermediate term and would require a significant improvement in
credit metrics within the context of a stable operating and
competitive environment. Any upgrade would also be contingent upon
the maintenance of good liquidity. Specifically, the ratings could
be upgraded if the EBIT margin increases to the high single
digits, EBIT to interest increases above 2.0 times, free cash flow
to debt increases to the high single digits, and debt to EBITDA
declines below 5.0 times.
Headquartered in Hartsville, South Carolina, Novolex is a
manufacturer of paper and plastic flexible packaging products,
ranging from bags for grocery, retail, and food service markets,
to can liners and specialty films. Novolex has been a portfolio
company of private equity firm Wind Point Partners since 2012.
Novolex revenues for the twelve months ended September 30, 2014
were approximately $747 million (approximately $1.8 billion pro
forma for Duro and Packaging Dynamics acquisitions).
Packaging Dynamics Corporation manufactures and converts value-
added food packaging products and flexible adhesive lamination
structures. Headquartered in Chicago, Packaging Dynamics is a
portfolio company of private equity firm Kohlberg & Company and
generated approximately $539 million of revenue for the twelve
months ended September 30, 2014.
The principal methodology used in these ratings was Global Packing
Manufacturers: Metal, Glass, and Plastic Containers published in
June 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.
NUVERRA ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded Nuverra Environmental
Solutions, Inc.'s Corporate Family Rating ("CFR") to B3 from B2
and its Probability of Default Rating ("PDR") B3-PD from B2-PD.
Moody's also lowered the rating on Nuverra's $400 million senior
notes to Caa1 from B3. The downgrades reflect a lower forecast for
free cash flow from the remaining water and fluid environmental
services business as well as lower expected proceeds from the sale
of Thermo Fluids Inc. ("TFI") than Moody's previously expected.
Moody's also downgraded the Speculative Grade Liquidity ("SGL")
Rating to SGL-3 from SGL-2 reflecting higher draw on the revolver
and lower cash flow expectations. The outlook remains negative due
to continued uncertainty regarding the proceeds from a sale of TFI
and the ability to stabilize operating performance in the event of
continued pressure on energy prices.
Moody's took the following rating actions on Nuverra Environmental
Solutions, Inc.:
Corporate Family Rating: Downgraded to B3 from B2
Probability of Default Rating: Downgraded to B3-PD from B2-PD
$400 million senior bonds: Downgraded to Caa1/LGD5 from B3/LGD5
Speculative Grade Liquidity: Downgraded to SLG3 from SGL2
Outlook: Remains negative
Rating Rationale
The lowering of the CFR to B3 reflects the lower expected
proceeds, and resulting higher leveraged balance sheet, from the
sale of TFI, as well as the lower expectation for cash flow. The
company's most recent write-down of TFI to about $104 million
reflects the current expected proceeds, which is well below the
$175 million sale price reached with VeroLube in early 2014. The
decline in crude oil price also raises uncertainty regarding
demand levels and profitability for the company's core fresh and
used water transportation business. Such services are sold to
companies engaged in hydraulic fracturing where drilling and
completion activity would likely be curtailed as the return on new
spending would be too low to justify. Adding to the company's
challenges is the recent departure of the CFO at a time when the
company is selling a key asset and must improve its core business.
Based on the assumption that the TFI sale closes and most proceeds
(as a portion of proceeds may be in the form of stock based on the
last bid) are received in early 2015, Moody's expects negligible
free cash flow, about 6% EBIT margin, and 0.6x EBIT coverage of
interest. Moody's believes that these ratios are consistent with
B3, and in some cases, lower rated environmental companies. The
projected 4.5x adjusted debt/EBTIDA leverage for fiscal year 2015
does not fully reflect pressures on the company's financial
position given the high level of required reinvestment and high
cash interest costs.
Liquidity is adequate as reflected in the SGL-3 rating. While the
company had about $85 million of unused availability on its
revolver, the effective availability is lower as the company would
be in violation of the minimum 1.1x fixed charge covenant ratio
(FCCR) with higher usage. While the covenant is not tested until
usage is about 20% higher than it is currently, the FCCR is below
1.0x. Free cash is expected to be about break even.
The negative rating outlook reflects the potential for further
deterioration in the credit metrics if the company is unable to
sell the TFI business or cash proceeds lead to less debt reduction
than expected. Moody's expects this would lead to negative free
cash flow and increased revolver usage that would leave the
company vulnerable to a downturn in its core business. Should the
core business continue to show signs of stabilizing and the TFI
sale price approximate the current book value, Moody's would
consider revising the outlook to stable.
Failure to close the TFI sale would likely lead to a downgrade.
Alternatively, a deterioration in the company's core business
leading to sustained negative free cash flow and weaker liquidity
could also lead to a downgrade. While an upgrade is unlikely in
the near term, a demonstrated capability of generating reliable
free cash flow ($30 million) after funding capex in line with
depreciation and EBIT coverage of interest above 1.0x could lead
to an upgrade.
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Nuverra provides water and other fluid and solids environmental
solutions, including transportation, recycling, and disposal
services, to customers engaged in unconventional onshore energy
exploration and production in the US. The company, formerly named
Heckmann Corporation, is publically listed with sizable insider
ownership. Moody's forecasts 2015 revenue and cash from operations
of $515 million and $70 million, respectively.
NYTEX ENERGY: Incurs $756,000 Net Loss in Third Quarter
-------------------------------------------------------
Nytex Energy Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $756,138 on $141,155 of total revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $495,051 on
$220,195 of total revenues for the three months ended Sept. 30,
2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.36 million on $582,226 of total revenues compared
to a net loss of $1.74 million on $841,047 of total revenues for
the same period last year.
As of Sept. 30, 2014, the Company had $5.77 million in total
assets, $2.74 million in total liabilities, $3.72 million in
preferred stock, and a $694,914 total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/0nh7co
About NYTEX Energy
Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum"). FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry. NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.
NYTEX Energy reported a net loss of $2.67 million in 2013
following a net loss of $5.15 million in 2012.
In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2013, Whitley Penn LLP expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company will need additional
working capital to fund operations.
OCEANSIDE MILE: Approved to Incur $5.2MM Loan from Stonegate
------------------------------------------------------------
The Bankruptcy Court approved Oceanside Mile LLC's final
postpetition secured financing by Stonegate Bank in the amount of
$5,202,000.
The Debtor will use the proceeds from the DIP loan to pay off the
debt owed to the existing first mortgage holder, First-Citizens
Bank & Trust Company in the amount of $5,201,765. In addition,
the Debtor will pay, on or before the closing date of the loan,
any and all accrued but unpaid interest owed to First Citizens as
of the closing date of the loan.
As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant the lender a first priority
mortgage lien and security interests in all of borrower's tangible
and intangible assets; a superpriority administrative expense
claim status.
As reported in the Troubled Company Reporter on Oct. 22, 2014, the
financing will have an interest rate of 4.79% per annum until
October 2019. The loan will mature on October 2024. A document
containing the terms of the financing is available for free at:
http://bankrupt.com/misc/OceansideMile_165_motioncredit.pdf
The Debtor is represented by:
Sandford L. Frey, Esq.
Stuart I. Koenig, Esq.
CREIM MACIAS KOENIG & FREY LLP
633 West Fifth Street, 51st Floor
Los Angeles, CA 90071
Tel: (213) 614-1944
Fax: (213) 614-1961
E-mail: sfrey@cmkllp.com
skoenig@cmkllp.com
About Oceanside Mile
Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean. The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach. The hotel has 81 rooms and total
1.29 acres.
Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013. Arturo Rubinstein signed the
petition as managing member. In its schedules, the Debtor
disclosed $13,148,100 in total assets and $8,367,297 in total
liabilities. Judge Barry Russell presides over the case.
The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.
First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.
OCZ TECHNOLOGY: Investors Blast Trustee's Bid to Halt $7.5M Deal
----------------------------------------------------------------
Law360 reported that the lead plaintiffs in a shareholder class
action against bankrupt OCZ Technology Group Inc.'s former brass
in California federal court blasted an effort by the estate's
liquidation trust to halt consideration of a $7.5 million
settlement by asking the Delaware bankruptcy court to enforce
Chapter 11's automatic stay. According to the report, the lead
plaintiffs argue that the debtor is not a party to the California
action and none of its assets or property are at issue.
The shareholder suit is In re: OCZ Technology Group Inc.
Securities Litigation, case number 3:12-cv-05265, in the U.S.
District Court for the Northern District of California.
About OCZ
San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.
OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.
As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.
The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel. Deutsche Bank is the Debtors'
investment banker. Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors. The Hon. Peter
J. Walsh presides over the case.
Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.
OCZ Technology, on Jan. 17, 2014, received approval from the
Bankruptcy Court to sell substantially all of its assets to
Toshiba Corporation for $35 million. OCZ Technology changed its
name to ZCO Liquidating Corporation.
The Troubled Company Reporter, on Aug. 12, 2014, reported that the
U.S. Bankruptcy Court confirmed OCZ Technology Group's Chapter 11
Plan of Liquidation, dated May 7, 2014.
OIL & GAS EXPLORATION COS: S&P Lowers Ratings on 6 Companies
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has taken rating
actions on six U.S. oil and gas exploration and production (E&P)
companies after completing a review of the sector. The review
follows a decline in oil and gas market prices and S&P's
assumptions for future prices, which it believes will result in
weaker credit protection measures for many companies over the next
12-24 months.
S&P has taken rating actions on these rated E&P companies:
-- It is lowering its corporate credit rating on Swift Energy
Co. to 'B' from 'B+'. The downgrade reflects S&P's estimate
for increased leverage as a result of the reduction in S&P's
oil and natural gas price assumptions. S&P now expects
funds from operations to debt to remain below 20% and debt
to EBITDA to exceed 4x through 2015. In addition, given
market volatility, S&P no longer expects the company to
execute asset sales as planned over the next few months.
S&P had expected proceeds from asset sales to be used to
reduce debt. The outlook is stable.
-- S&P is lowering its corporate credit rating on Resolute
Energy Corp. to 'B-' from 'B'. The downgrade follows the
company's announcement that it no longer expects to sell a
portion of its Aneth tertiary oil field as planned over next
few months due to market volatility. S&P had anticipated
proceeds from an asset sale would be used to reduce debt.
In addition, the downgrade reflects S&P's estimate for
increased leverage as a result of the reduction in S&P's oil
price assumptions. The outlook is stable.
-- S&P is revising the rating outlook on Whiting Petroleum
Corp. to stable from positive and affirming its 'BB+'
corporate credit rating on the company. The outlook
revision reflects S&P's expectation that credit measures
will weaken as a result of our reduced oil price
assumptions, and S&P's view that the company's capital
spending will likely exceed cash flows by more than S&P had
previously anticipated in 2015 and 2016.
-- S&P is revising its outlook on Samson Resources Corp. to
negative from stable and affirming the 'B' corporate credit
rating on the company. The negative outlook reflects S&P's
expectation of weaker credit measures, including debt to
EBITDA of approximately 6x, following the revision of its
oil and natural gas price assumptions. S&P could lower the
ratings on Samson if leverage further increases or if the
company's liquidity weakens. S&P believes this could occur
if the company is unable to increase production.
-- S&P is revising the outlook on Magnum Hunter Resources Corp.
to negative from stable and affirming the 'B-' corporate
credit rating on the company. The outlook revision reflects
Magnum Hunter's higher-than-expected capital spending in
2014 and weakening cash flow generation due to asset sales
and low natural gas price realizations in the Appalachian
region. Although the company expects to continue to fund
its drilling plans in its core Marcellus acreage with
further asset sales and capital market transactions, S&P
expects debt leverage to remain very high in 2015. As a
result, S&P believes that cash flows coming from the core
Marcellus operations may ultimately not be sufficient to
support the company's interest burden and maintenance
capital spending on an ongoing basis.
-- S&P is revising the outlook on American Eagle Energy Corp.
to stable from developing and affirming the 'CCC+' corporate
credit rating on the company. The stable outlook reflects
S&P's belief that American Eagle remains dependent on
favorable business, financial, and economic conditions to
maintain sufficient liquidity and meet its financial
commitments. Although the company was able to stabilize its
capital structure following the recent placement of its
senior secured notes, it has significantly reduced its
drilling plans and production growth targets for 2015 in
response to lower oil prices, and S&P believes it remains
vulnerable to further declines in oil prices given its high
cost position.
S&P believes that lower commodity prices will affect some
companies more severely than others, but all E&P companies face
some degree of reduced profitability and cash flow. Companies
generally have the flexibility to reduce capital spending and
oilfield services costs and tend to adjust to lower commodity
prices, but with a lag. Operators with significant hedges have a
measure of insulation from price volatility over the period of
their hedges. Companies with high operating costs that depend on
capital markets or demand for property sales to fund capital
spending or have limited liquidity are the most challenged to
maintain credit measures.
Ratings List
Downgraded
To From
Swift Energy Co.
Corporate Credit Rating B/Stable/-- B+/Negative/--
Resolute Energy Corp.
Corporate Credit Rating B-/Stable/-- B/Negative/--
Outlook Revised; Ratings Affirmed
Whiting Petroleum Corp.
Corporate Credit Rating BB+/Stable/-- BB+/Positive/--
Samson Resources Corp.
Corporate Credit Rating B/Negative/-- B/Stable/--
Magnum Hunter Resources Corp.
Corporate Credit Rating B-/Negative/-- B-/Stable/--
American Eagle Energy Corp.
Corporate Credit Rat CCC+/Stable/-- CCC+/Developing/--
ONCOGENEX PHARMACEUTICALS: Incurs $4.91-Mil. Net Loss for Q3
------------------------------------------------------------
OncoGenex Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $4.91 million on $4.8 million of
collaboration revenue for the three months ended Sept. 30, 2014,
compared with a net loss of $10.05 million on $9.86 million of
collaboration revenue for the same period in last year.
The Company's balance sheet at Sept. 30, 2014, showed $62.65
million in total assets, $23.8 million in total liabilities and
total stockholders' equity of $38.85 million.
A copy of the Form 10-Q is available at:
http://is.gd/WYBFWU
OncoGenex Pharmaceuticals, Inc., is a biopharmaceutical company.
It develops and commercializes new cancer therapies that address
treatment resistance in cancer patients. The company has three
product candidates in development: Custirsen, OGX-427 and OGX-225.
OncoGenex Pharmaceuticals was founded by Martin E. Gleave and
Scott Daniel Cormack in October 1991 and is headquartered in
Bothell, WA.
ORAGENICS INC: Incurs $1.03-Mil. Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $1.03 million on $201,010 of net revenue for the three
months ended Sept. 30, 2014, compared with a net loss of $9.32
million on $253,374 of net revenue for the same period last year.
The Company's balance sheet at Sept. 30, 2014, showed $12.3
million in total assets, $739,507 in total liabilities and total
stockholders' equity of $11.56 million.
A copy of the Form 10-Q is available at:
http://is.gd/GkXLEO
About Oragenics Inc.
Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics. Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3. Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.
Oragenics incurred a net loss of $13.09 million in 2012 as
compared with a net loss of $7.67 million in 2011.
OSAGE EXPLORATION: Posts $107,000 Net Income in Third Quarter
-------------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $107,137 on $3.32 million of total
operating revenues for the three months ended Sept. 30, 2014,
compared to a net loss of $198,812 on $2.66 million of total
operating revenues for the same period during the prior year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $5.22 million on $8.44 million of total operating
revenues compared to a net loss of $241,535 on $5.19 million of
total operating revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $56.27
million in total assets, $39.32 million in total liabilities, all
current, and $16.94 million in total stockholders' equity.
"The Company's operating plans require additional funds which may
take the form of debt or equity financings. The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing. There is no assurance additional funds will
be available on acceptable terms or at all. In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary
petition in bankruptcy. To date, management has not considered
this alternative, nor does management view it as a likely
occurrence," the Company said in the Report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/VWQGjN
About Osage Exploration
Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.
Osage Exploration reported net income of $3.85 million on $8.02
million of total operating revenues for the year ended Dec. 31,
2013, as compared with a net loss of $516,706 on $2.26 million of
total operating revenues for the year ended Dec. 31, 2012.
Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company has incurred recurring losses from
operations and, as of December 31, 2013, has current liabilities
significantly in excess of current assets. These conditions,
among other things, raise substantial doubt about its ability to
continue as a going concern.
PACIFIC THOMAS: Bankruptcy Case Transferred to San Jose Division
----------------------------------------------------------------
Bankruptcy Judge M. Elaine Hammond said that in relation to her
transfer to the San Jose Division, the Chapter 11 case of Pacific
Thomas Corporation will be transferred to the San Jose Division
effective Oct. 14, 2014.
Judge Hammond also said that notwithstanding transfer of the case
to the San Jose Division, hearings may be held in the Oakland
Division or the San Jose Division as the needs of the parties and
the court dictate.
About Pacific Thomas Corp.
Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.
The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah. Hawaii based
activities are managed under the name Thomas Capital Investments.
Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel. The petition was signed by Jill V. Worsley, COO,
secretary. Kyle Everett was named Chapter 11 trustee of the
Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.
In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.
In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims. The new loan would be refinanced by the
reorganized company before the loan terms expires. If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.
PARKWAY PROPERTIES: Posts $548K Net Loss for Sept. 30 Quarter
-------------------------------------------------------------
Parkway Properties Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $548,000 on $115.75 million of total revenues for
the three months ended Sept. 30, 2014, compared with a net loss of
$3.31 million on $73.32 million of total revenues for the same
period in 2013.
The Company's balance sheet at Sept. 30, 2014, showed $3.27
billion in total assets, $1.63 billion in total liabilities and
stockholders' equity of $1.63 billion.
A copy of the Form 10-Q is available at:
http://is.gd/RvUymr
Parkway Properties Inc., a real estate investment trust (REIT),
engages in the operation, acquisition, ownership, management, and
leasing of office properties. It operates and invests principally
in office properties in the southeastern and southwestern United
States and Chicago. The company also offers real estate services.
As of April 1, 2005, Parkway Properties had an interest in 64
office properties located in 11 states. It leased office
properties to approximately 1,317 customers that comprise various
industries, including government agencies, banking, professional
services, energy, financial services, and telecommunications. As
a REIT, the company would not be subject to federal tax to the
extent that it distributes at least 90% of its taxable income to
its shareholders. Parkway Properties is based in Orlando,
Florida.
PGI INCORPORATED: Reports $833,000 Net Loss for Third Quarter
-------------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $833,000 on $3,000 of revenues for the three months ended
Sept. 30, 2014, compared to a net loss of $1.74 million on $4,000
of revenues for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $4.59 million on $10,000 of revenues compared to a net
loss of $5.10 million on $12,000 of revenues for the same period a
year ago.
As of Sept. 30, 2014, the Company had $1.04 million in total
assets, $82.25 million in total liabilities and a $81.21 million
total stockholders' deficiency.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/LvAMDF
About PGI Incorporated
St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate. This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.
Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida. The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value. As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.
As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.
PGI Incorporated reported a net loss of $6.90 million on $16,000
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $6.24 million on $29,000 of revenues in 2012.
BKD, LLP, in BKD, LLP, 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
significant accumulated deficit, and is in default on its primary
debt, certain sinking fund and interest payments on its
convertible subordinated debentures and its convertible
debentures. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
PHYSICAL PROPERTY: Incurs HK$169,000 Net Loss in Third Quarter
--------------------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss and comprehensive loss of HK$169,000 on HK$265,000 of
total operating revenues for the three months ended Sept. 30,
2014, compared to a net loss and comprehensive loss of HK$43,000
on HK$278,000 of total operating revenues for the same period a
year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss and comprehensive loss of HK$598,000 on HK$785,000 of
total operating revenues compared to to a net loss and
comprehensive loss of HK$223,000 on HK$781,000 of total operating
revenues for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed HK$9.44
million in total assets, $11.55 million in total liabilities, all
current, and a $2.10 million total stockholders' deficit.
Cash and cash equivalent balances as of Sept. 30, 2014, and
Dec. 31, 2013, were HK$42,000 (US$5,000) and HK$29,000,
respectively.
A full-text copy of the Form 10-Q is available at:
http://is.gd/8JFIbn
About Physical Property
Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong. The Company was
incorporated in the State of Delaware.
PLAZA HEALTHCARE: Country Villa Sold, Creditors Paid Immediately
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Bankruptcy Court in Santa Ana,
California, authorized Plaza Healthcare Center LLC to sell its 18
skilled-nursing facilities and one assisted-living facility to
Shlomo Rechnitz for $62 million plus assumption of specified
liabilities.
According to the report, as part of a settlement negotiated with
the Official Committee of Unsecured Creditors with the sale, the
bankrupt company will immediately pay 60 percent of the claims of
unsecured creditors. To satisfy a claim for a Medicaid
overpayment, the government will receive about $355,000 when the
sale is completed, the report related.
Plaza Healthcare Center LLC and Plaza Convalescent Center LP each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
on March 4, 2014. The following day, 17 of their affiliates filed
for bankruptcy protection. The lead case is In re Plaza
Healthcare Center LLC, Case No. 14-11335 (Bankr. C.D. Calif.).
PLUG POWER: Names Paul Middleton as New Chief Financial Officer
---------------------------------------------------------------
Plug Power Inc. announced that Paul B. Middleton, CPA, has been
appointed as the Company's new chief financial officer. The
Company said in a press release that Mr. Middleton has a proven
background in strategy, mergers and acquisitions, controls and
risk management for manufacturing and technology companies, and is
expected to bring strong leadership in financial management to
Plug Power.
Middleton comes to Plug Power from Rogers Corporation, a $600
million global manufacturer and distributor of specialty polymer
composite materials and components, where he worked for over 12
years. Throughout his tenure, Middleton served in a number of
senior financial leadership roles including principal accounting
officer, treasurer, and interim chief financial officer.
Prior to his extensive tenure with Rogers Corporation, Mr.
Middleton managed all financial administration for the $900
million tools division of Cooper Industries. Mr. Middleton has
shown expertise in growing companies through innovative and
strategic financial leadership.
"Paul has displayed a solid track record of growing companies and
I'm confident his skills as a strategic financial leader will
complement the efforts of Plug Power's management team," said Andy
Marsh, CEO at Plug Power. "Furthermore, Paul is a passionate
person who will inspire stakeholders both in and out of Plug
Power."
"The opportunity to join a prosperous company like Plug Power
marks a high-point in my career," said Paul Middleton. "The
company is at the tipping point of profitability, and I'm excited
to be influential on its growth and success."
Plug Power had announced Chris Hutter as pending-CFO for the
company in September 2014. Mr. Hutter was unable to commence that
position stating, "I am sorry to walk away from the opportunity
presented to me by Plug Power. For personal reasons, it's
important that I remain in the North Carolina area with my family.
Plug Power has already accomplished great feats, and there is much
more in its future."
"At a time of enormous growth and momentum, Plug Power is able to
select from the best of the best to join our team," continued
Marsh. "The impressive, well-rounded skill-set Paul brings to the
table will help us prosper at home and in the international
marketplace."
Mr. Middleton has an MS in Accounting and a BBA from the
University of Central Florida. Additionally, he is a Certified
Public Account (CPA).
The Company and Mr. Middleton entered into an executive employment
agreement, dated Nov. 6, 2014, with a one year term, effective as
of Dec. 1, 2014, which renews automatically for successive one-
year terms unless the Company or Mr. Middleton give notice to the
contrary. Pursuant to the terms of the Employment Agreement, Mr.
Middleton receives an annual base salary of $375,000, is eligible
to receive incentive compensation as determined by the
Compensation Committee of the Board of Directors of the Company
and is entitled to participate in and receive benefits under all
of the Companys employee benefit plans.
About Plug Power
Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.
Plug Power reported a net loss attributable to common shareholders
of $62.79 million in 2013, a net loss of $31.86 million in 2012
and a net loss of $27.45 million in 2011.
The Company's balance sheet at June 30, 2014, showed $221.10
million in total assets, $47.85 million in total liabilities,
$2.37 million in series C redeemable convertible preferred stock,
and $170.88 million in total stockholders' equity.
Bankruptcy Warning
"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products. Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities. If we are unable to fund our operations, we may be
required to delay, reduce and/or cease our operations and/or seek
bankruptcy protection," the Company said in the quarterly report
for the period ended June 30, 2014.
PLUG POWER: Incurs $9.4 Million Net Loss in Third Quarter
---------------------------------------------------------
Plug Power Inc. reported a net loss attributable to the common
shareholders of $9.37 million on $19.88 million of total revenue
for the three months ended Sept. 30, 2014, compared to a net loss
attributable to common shareholders of $15.94 million on $4.62
million of total revenue for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to the common shareholders of $81.46 million
on $42.77 million of total revenue compared to a net loss
attributable to the common stockholders of $33.86 million on
$18.56 million of total revenue for the same period last year.
The Company's balance sheet at Sept. 30, 2014, showed $211.80
million in total assets, $46.81 million in total liabilities,
$1.15 million in redeemable preferred stock, and $163.84 million
in stockholders' equity.
Plug Power closed out the third quarter of 2014 with 857 GenDrive
units shipped to material handling customers. This equates to a
450 percent increase compared to the third quarter of 2013, when
155 GenDrive units were shipped.
Bookings continue to be strong and during the third quarter of
2014, Plug Power brought in over $25.6 million in bookings from
customers including Mercedes-Benz, Coca-Cola, BMW, Walmart, Kroger
and Newark Farmers Market.
"Plug Power continues to exhibit growth and record numbers,
quarter after quarter," said Andy Marsh, CEO. "Our current
customer base is seeing value from our products, firsthand, and
companies like Newark Farmers Market, BMW and Central Grocers are
refreshing their existing GenDrive fleets by reinvesting in more
products from Plug Power. That is true validation."
A full-text copy of the press release is available at:
http://is.gd/xjF05i
About Plug Power
Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.
Plug Power reported a net loss attributable to common shareholders
of $62.79 million in 2013, a net loss of $31.86 million in 2012
and a net loss of $27.45 million in 2011.
The Company's balance sheet at June 30, 2014, showed $221.10
million in total assets, $47.85 million in total liabilities,
$2.37 million in series C redeemable convertible preferred stock,
and $170.88 million in total stockholders' equity.
Bankruptcy Warning
"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products. Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities. If we are unable to fund our operations, we may be
required to delay, reduce and/or cease our operations and/or seek
bankruptcy protection," the Company said in the quarterly report
for the period ended June 30, 2014.
PLY GEM HOLDINGS: Posts $21.4 Million Net Income in 3rd Quarter
---------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $21.40 million on $437.84 million of net sales for
the three months ended Sept. 27, 2014, compared to net income of
$16.89 million on $407.42 million of net sales for the three
months ended Sept. 28, 2013.
For the nine months ended Sept. 27, 2014, the Company reported a
net loss of $18.79 million on $1.11 billion of net sales compared
to a net loss of $62.08 million on $1.03 billion of net sales for
the nine months ended Sept. 28, 2013.
Ply Gem's balance sheet at Sept. 27, 2014, showed $1.30 billion in
total assets, $1.37 billion in total liabilities and a $73.45
million total stockholders' deficit.
"During the third quarter, we generated our strongest overall
quarterly Adjusted EBITDA since 2009," said Gary E. Robinette, Ply
Gem's president and CEO. "Overall, we continue to demonstrate
improvement in our operating performance and remain focused on our
strategic priorities to drive profitable growth with further gross
profit improvements and increases in adjusted EBITDA. While near-
term market conditions continue to be choppy, we remain positive
about the long-term recovery for the housing industry and our
ability to take advantage of the market as it improves given our
progress on our strategic initiatives and our recent acquisition
of Simonton."
A full-text copy of the Form 10-Q is available at:
http://is.gd/tsDsWb
About Ply Gem
Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.
Ply Gem Holdings reported a net loss of $79.52 million in 2013, a
net loss of $39.05 million in 2012 and a net loss of $84.50
million in 2011.
* * *
In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'. "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.
PRECISION OPTICS: Reports $296,000 Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $296,439 on $830,714 of revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$210,721 on $907,426 of revenues for the same period a year ago.
As of Sept. 30, 2014, the Company had $2.24 million in total
assets, $851,416 in total liabilities, all current, and $1.39
million in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/rnJv7A
About Precision Optics
Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982. The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems. The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.
Precision Optics reported a net loss of $1.16 million on $3.65
million of revenues for the year ended June 30, 2014, compared to
a net loss of $1.78 million on $2.51 million of revenues for the
year ended June 30, 2013. Precision Optics reported a net loss of
$380,434 for the quarter ended March 31, 2014.
PVA APARTMENTS: Nov. 19 Hearing on Bid for Property Turnover
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 19, 2014, at
2:00 p.m., to consider a motion filed by PVA Apartments, LLC, for
the Bankruptcy Court to compel Stephen Donell, the state court
receiver, to turn over property and account.
Prior to Debtor's bankruptcy, Concord Funding Group, LLC, holder
of a first mortgage loan on the two properties located in Concord,
California, filed a lawsuit for judicial foreclosure against
Debtor. As part of its lawsuit, Concord Funding was also granted
authority to appoint a receiver and a property manager to oversee
the property pending the litigation. Concord Funding elected to
appoint Stephen Donell to manage properties as both the receiver,
well as, the property manager without ever disclosing the dual
assignment to the court.
The Debtor noted that Concord Funding Group is dissolving Debtor's
equity in the properties. The Debtor also contends that
Mr. Donell's continued retention of the property at the excessive
fee amount he is being paid is not in the best interest of all of
the creditors in the bankruptcy case, particularly the second
mortgage holder on the properties.
The monthly mortgage and other related expenses of the estate are
approximately $80,000 monthly. Conversely, the monthly income is
approximately $98,000, leaving a monthly surplus in excess of
$15,000. While the property is in the receiver's custody and
control, under the current practices, all of the surplus will be
exhausted by the receiver's double billing practices and excessive
attorney fees.
The Debtor is represented by:
Sydney Jay Hall, Esq.
LAW OFFICE OF SYDNEY JAY HALL
1308 Bayshore Hwy., Suite 220
Burlingame, CA 94010
Tel: (650) 342-1830
Fax: (650) 342-6344
E-mail: sjhlaw@mail.com
About PVA Apartments
Oakland, California-based PVA Apartments, LLC, sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 18, 2014 (Case No.
14-44224). The case is assigned to Judge Roger L. Efremsky.
The Debtor's counsel is Sydney Jay Hall, Esq., at Law Offices Of
Sydney Jay Hall, in Burlingame, California. The Debtor's
estimated assets range from $10 million to $50 million and
estimated liabilities range from $1 million to $10 million.
This is the Debtor's third time in bankruptcy. PVA Apartments
sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No.
14-43966) in Oakland on Sept. 29, 2014. The case was dismissed on
Oct. 17, 2014. The Debtor previously filed a Chapter 11 petition
on Oct. 4, 2013 (Bankr. N.D. Cal. Case No. 13-45558), which was
dismissed on Oct. 29, 2013, for failure to file the balance of
schedules of assets and liabilities on or before the date set by
the Court.
QUIKRETE HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Atlanta-based Quikrete Holdings Inc. to positive from
stable. In addition, S&P affirmed its 'B+' corporate credit
rating on the company.
At the same time, S&P affirmed its 'B+' issue-level rating on
Quikrete's $1.2 billion senior secured first-lien term loan, in
line with S&P's notching guidelines for a '3' recovery rating, and
our 'B-' issue-level rating on its $190 million senior secured
second-lien term loan , in line with S&P's notching guidelines for
a '6' recovery rating. The '3' recovery rating indicates S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default. The '6' recovery rating indicates S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.
"The outlook revision and rating affirmation reflect our
expectation for increased end-market demand for Quikrete's
packaged cement, concrete, tile setting, and related products in
2015 based on our view that repair and remodeling spending and
commercial construction activity will grow as the economy slowly
recovers," said Standard & Poor's credit analyst Maurice Austin.
"This will result in better operating performance for Quikrete
such that debt to EBITDA strengthens and is maintained below 5x."
The outlook is positive, reflecting S&P's expectation that the
improvement in repair and remodeling spending and nonresidential
construction will result in better operating performance for
Quikrete. S&P expects credit measures to improve during the next
few quarters such that leverage is strengthened and maintained
below 5x, a level S&P considers good for a highly leveraged
financial risk profile.
S&P could raise the rating if sales growth and operating earnings
for the remainder of 2014 and into 2015 results in leverage
improving to less than 5x and funds from operations (FFO) to debt
to be maintained at more than 12%, consistent with an aggressive
financial risk profile. This could occur if Quikrete's recent
acquisitions are properly integrated into its operations with
repair and remodeling and commercial construction spending in-line
with expectations.
A downgrade is less likely in the next 12 months, given S&P's
favorable outlook for repair and remodeling spending. However,
S&P could consider a negative rating action if the increase in
remodeling spending failed to materialize as S&P expected,
resulting in leverage remaining above 5x, commensurate with a
highly leveraged financial risk assessment.
RCS CAPITAL: Moody's Puts B2 CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service placed RCS Capital Corporation's (RCS)
B2 corporate family rating, B2 $575 million senior secured first
lien term loan, B2 $25 million senior secured first lien revolving
credit facility, and Caa1 $150 million senior secured second lien
term loan on review for downgrade. Moody's will review the nature,
duration and magnitude of any adverse effects on RCS stemming from
the loss of business from activities linked to American Realty
Capital Properties, Inc. (ARCP) and other affiliated parties;
developments in RCS' dispute with ARCP over RCS' attempted
termination of its $700 million purchase of Cole Capital Partners,
LLC and Cole Capital Advisors, Inc. (together, "Cole") from ARCP;
and RCS' board deliberations regarding the company's strategic
direction.
Ratings Rationale
Moody's said RCS' wholesale distribution business relies to a
significant degree on revenue generated from the sales of products
sponsored by AR Capital LLC (which is affiliated to ARCP and RCS
via common ownership interests). As such, RCS' sales may drop as a
result of issues that have been identified at ARCP, including
related to its financial reporting and internal control. Moody's
said that AR Capital LLC's products contribute about half of RCS'
wholesale distribution revenues, and therefore a significant
decline in such revenues would have an adverse effect on RCS'
profitability and cash flow generation. As part of its review,
Moody's will also assess the nature and confidence sensitivity of
the various inter-relationships between RCS and entities
affiliated with its controlling shareholder.
Moody's also said that RCS' ratings could be downgraded should
there be a significant and permanent loss of business in its other
activities, including its large independent broker dealer network,
and capital markets advisory and other services provided to
nontraded REITs.
Moody's will also review and assess credit developments related to
RCS' attempted termination of its previously agreed $700 million
purchase of Cole from ARCP. Moody's said that Cole's wholesale
distribution activities are similarly at risk of being adversely
affected in the same manner as RCS' since ARCP announced its
financial reporting issues. ARCP has rejected RCS' attempted
termination of the purchase agreement, and the means by which the
dispute will be resolved is unclear. Moody's said that RCS'
ratings could be downgraded should RCS be required to either
purchase Cole as originally agreed (depending upon Moody's
assessment of the potentially diminished value of Cole since the
purchase agreement was entered into), or pay a substantial
recompense to ARCP in order to exit the agreement.
Moody's said RCS' stock price has significantly declined since
ARCP's financial reporting issues were announced. Because of RCS'
diminished market capitalization, RCS' board intends to evaluate
all strategic alternatives available to it, including potentially
splitting the recently acquired retail brokerage businesses (that
have no direct association with RCS' affiliates) apart from the
remainder of the company. Moody's said in its review it will
consider the outcome of the Board's deliberations, and any change
in RCS' strategic direction.
The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.
REALOGY GROUP: Moody's Rates New Senior Notes Due 2021 'Caa1'
-------------------------------------------------------------
Moody's Investors Service rated Realogy Group LLC's proposed
senior notes due 2021 at Caa1. All other debt ratings, including
the B2 Corporate Family Rating ("CFR"), and the positive outlook,
are unaffected.
The cash proceeds of the proposed notes and cash will be used to
repay the currently-outstanding senior secured notes due 2019 and
to pay associated fees, expenses and call premiums.
Issuer: Realogy Group LLC
Assignments:
Senior Unsecured Bond due 2021, Assigned Caa1 (LGD5)
Ratings Rationale
"Although debt levels will remain largely unchanged after the
proposed refinancing, over $4 billion of secured debt could be
refinanced as soon as early 2016 when the secured notes due 2020
can be called," said Edmond DeForest, Moody's Senior Credit
Officer.
The B2 CFR reflects high debt to EBITDA of about 6 times but large
scale and high market share, especially in large and luxury
markets in the US. Moody's 2% to 4% revenue growth expectations
are limited by current residential real estate brokerage market
conditions and risks, including limited inventory, strict mortgage
finance criteria, declining participation of non-traditional cash
buyers (private equity) and tepid improvement in employment and
wages. Moody's considers Realogy's liquidity from over $400
million of cash and $450 million of availability under its senior
secured revolving credit facility good.
All financial metrics reflect Moody's standard adjustments.
The positive ratings outlook reflects Moody's anticipation that
debt to EBITDA will improve to about 5 times over the next year
from modest EBITDA growth and debt repayment from growing cash
balances. The rating outlook incorporates the expectation that
Realogy may use a portion of its free cash flow to purchase
brokerage operations or other related residential real estate
businesses. An upgrade is possible if Moody's comes to expect
revenue growth above 5% and free cash flow above $400 million to
fuel accelerated debt repayment, leading to expectations for debt
to EBITDA approaching 4.5 times and free cash flow to debt
sustained above 8%. The ratings could be downgraded if revenue or
free cash flow decline such that Moody's anticipates debt to
EBITDA will remain above 6 times and free cash flow below $100
million.
The principal methodology used in this rating was 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.
Realogy is a global provider of real estate and relocation
services, mostly in the US.
REALOGY GROUP: S&P Affirms 'BB-' CCR & Rates $300MM Sr. Notes 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating, as well as all other ratings, on Madison,
N.J.-based Realogy Group LLC. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating (two
notches below the 'BB-' corporate credit rating) with a '6'
recovery rating to Realogy Group LLC's proposed $300 million
senior unsecured notes due 2021. The recovery rating reflects
negligible (0% to 10%) recovery for lenders in the event of a
payment default. Realogy intends to use the proceeds, together
with cash on hand, to repay the remaining balance (about $332
million) of its 7.875% senior secured notes due 2019 and pay the
associated fees and expenses.
"Our corporate credit rating reflects Realogy's 'fair' business
risk profile and 'aggressive' financial risk profile," said
Standard & Poor's credit analyst Carissa Schreck.
S&P's assessment of Realogy's business risk profile is based on
the company's strong residential real estate brokerage brands,
including CENTURY 21, Coldwell Banker, The Corcoran Group, ERA,
Better Homes and Gardens Real Estate, Sotheby's International
Realty, and ZipRealty; good market position; and geographic
diversity. Its operations in a highly competitive and fragmented
real estate market with relatively low barriers to entry and its
high levels of revenue and EBITDA volatility over the economic
cycle partly offset these factors.
"Our financial risk assessment is based on our expectation for
Realogy to maintain credit measures in line with an aggressive
financial risk profile over the intermediate term. Specifically,
we expect operating lease adjusted debt to EBITDA (which includes
distributions from the company's 50% joint venture with PHH Loans)
to be in the high-4x area at the end of 2014, improving to the
mid-4x area in 2015, and for FFO to total adjusted debt to be in
the mid-teens percentage area in 2014, improving to the high-teens
percentage area in 2015. Furthermore, incorporating the potential
interest cost reductions under the proposed transaction, we
believe that Realogy's EBITDA coverage of interest expense will be
in the high-3x in 2014, improving to the low-4x area in 2015,
measures that are good for the "aggressive" assessment," S&P said.
The stable outlook reflects S&P's belief that the U.S. residential
real estate market will continue to improve in 2015 and that
Realogy can sustain total adjusted debt to EBITDA below 5x and
improve EBITDA coverage of interest expense to the 4x area through
2015.
S&P could lower the rating if operating performance at Realogy
meaningfully underperforms S&P's expectation and it believes the
company will sustain adjusted debt to EBITDA higher than 5x and
FFO to total adjusted debt below 12%.
Ratings upside is unlikely over the next 12 months given S&P's
expectation for continued moderate growth in the residential
housing market. However, a one notch higher rating could stem
from S&P's expectation for Realogy to sustain adjusted debt to
EBITDA below 4x and FFO to total adjusted debt above 20%.
RENAULT WINERY: NJ Hotel & Golf Course Seeks Bankr. Protection
--------------------------------------------------------------
The owners of the Renault Winery Resort & Golf in South Jersey
have sought bankruptcy protection to stop their lender from
foreclosing on their property, which includes a hotel, two
restaurants, a golf course, and a winery.
The Debtors say the ultimate goal in the Chapter 11 cases is to
achieve a sale of their business or to obtain sufficient financing
to restructure their debt and make the Debtors viable.
The Debtors experienced financial distress as the result of
Superstorm Sandy, and those financial troubles were compounded by
questionable management by Paul Verdi, the former general manager.
COO Dennis Del Vecchio explained in a court filing that Mr. Verdi
was under investigation by U.S. Attorney for the Eastern District
of Pennsylvania and later indicted for his actions while employed
as an Executive Vice President at Republic Bank in Philadelphia.
According to Mr. Del Vecchio, prior to indictment, Mr. Verdi
advised Debtors on a number of questionable financial decisions
and transactions, including (a) a sale of the entire facilities to
an entity known as Atlantic Properties, which sale failed to
close, and (b) a halt in payment of real estate taxes and loan
payments to OceanFirst. By the time the Debtors realized that the
sale would never close, the Debtors were so far into default with
OceanFirst and so far behind on their real estate taxes, that the
Debtors had no chance in catching up and curing the defaults.
On Aug. 1, 2014, OceanFirst Bank obtained a foreclosure judgment
against the real estate on which the Debtors operate their
businesses, in the amount of $7,886,257. When the Debtors were
unable to resolve their financial problems by the date scheduled
for a sheriff's sale of the property in a foreclosure action filed
by OceanFirst Bank, they decided to commence these chapter 11
cases.
In the past three years, the Debtors have generated between $6
million and $7 million in combined revenue, and the Debtors expect
to generate between $7 million and $8 million in revenue in the
next three years.
First Day Motions
The Debtors have quickly filed motions seeking to:
-- jointly administer their Chapter 11 cases for procedural
purposes;
-- pay and/or honor certain obligations owing to the Debtors'
employees;
-- honor certain prepaid customer deposits, gift certificates,
and gift cards; and
-- and use cash collateral.
A copy of the first-day motions is available for free at:
http://bankrupt.com/misc/Renault_1st_Day_Affidavit.pdf
About Renault Winery
Renault Winery, Inc., and its affiliates own and operate a hotel,
two restaurants, a golf course, and a winery. The hotel is
located in Egg Harbor City, N.J. and the other businesses are
located on adjacent property in Galloway Township, N.J. Renault
Winery has served South Jersey as a winery and restaurant facility
for the past 150 years. Joseph Milza and his wife, Geraldine,
took over the operations of Renault Winery in 1974.
The companies that operate the businesses are Renault Winery Inc.
(winery, restaurant and gift shop), Renault Golf LLC (golf
course), and Tuscany House LLC (hotel, restaurant, and banquet
facility). Renault Realty Co., Renault Winery Property LLC, and
Renault Winery Inc., own the real estate on which the businesses
operate, as well as other real estate in the immediate area.
The Debtors have tapped Scott M. Zauber, Esq., and the firm of
Subranni Zauber LLC to serve as counsel.
RENAULT WINERY: Proposes Subranni Zauber as Counsel
---------------------------------------------------
Renault Winery, Inc., seeks approval from the Bankruptcy Court to
hire Scott M. Zauber, Esq., and the firm of Subranni Zauber LLC to
serve as counsel.
The services to be offered by Subranni Zauber include:
-- general legal representation to the Debtor regarding all
phases of the proper administration of the estate, including
advising the Debtor with respect to its powers and duties as a
debtor-in-possession; Preparing applications, motions, pleadings,
briefs, memoranda and other documents and reports as may be
required;
-- representing the Debtor in Court;
-- representing the Debtor in its dealings with creditors;
-- representing the Debtor in negotiating, drafting, confirming
and consummating a plan of reorganization; and
-- representing the Debtor in the investigation of potential
causes of action.
The Debtor paid $29,894 prepetition, with $50,106 in retainer. The
normal hourly billing rates of the offices of Subranni Zauber,
subject to annual adjustment at the beginning of the calendar
year, are:
Hourly Rate
-----------
Thomas J. Subranni, Esq. $450.00
Scott M. Zauber, Esq. $350.00
John P. Leon, Esq. $350.00
William P. Rubley, Esq. $300.00
Margaret A. Holland, Esq. $300.00
Robin L. Aronson, Esq. $300.00
Robert A. Stewart, Esq. $300.00
Tina E. Bernstein, Esq. $300.00
Jennifer A. Trofa, Esq. $250.00
Randal Cowles, Esq. $250.00
Robert L. Baker, Jr., Esq. $250.00
Jeanie D. Wiesner, Esq. $250.00
Michael P. Morrow, Esq. $225.00
Cory Sidelsky, Esq. $200.00
Staff Attorney $150.00
Law Clerk $100.00 - $125.00
Paralegal Services $85.00 - $100.00
To the best of the Debtor's knowledge, the firm does not hold an
adverse interest to the estate; and is a "disinterested" person
under 11 U.S.C. Sec. 101(14).
About Renault Winery
Renault Winery, Inc., and its affiliates own and operate a hotel,
two restaurants, a golf course, and a winery. The hotel is
located in Egg Harbor City, N.J., and the other businesses are
located on adjacent property in Galloway Township, N.J. Renault
Winery has served South Jersey as a winery and restaurant facility
for the past 150 years. Joseph Milza and his wife, Geraldine,
took over the operations of Renault Winery in 1974.
The companies that operate the businesses are Renault Winery
Inc. (winery, restaurant and gift shop), Renault Golf LLC (golf
course), and Tuscany House LLC (hotel, restaurant, and banquet
facility). Renault Realty Co., Renault Winery Property LLC, and
Renault Winery Inc., own the real estate on which the businesses
operate, as well as other real estate in the immediate area.
RENAULT WINERY: Seeks to Use OceanFirst Bank's Cash Collateral
--------------------------------------------------------------
Renault Winery, Inc., Renault Golf, LLC, and Tuscany House, LLC,
seek approval from the Bankruptcy Court to use cash collateral of
secured creditor OceanFirst Bank.
John P. Leon, Esq., at Subranni Zauber LLC, explains that the
Operating Debtors require immediate access to Cash Collateral to
ensure that they are able to continue the operation of their
businesses. At the outset of this case the Cash Collateral is the
Debtors' sole source of funding for their operations and the costs
of administering the chapter 11 process. Absent authority to
immediately use Cash Collateral, the Debtors, their creditors and
the estates generally would suffer irreparable harm because the
Operating Debtors would immediately cease operations, which, in
turn, would cause a significant immediate deterioration in the
value of the Debtors' assets and businesses.
As adequate protection for any postpetition decrease in the value
of the Bank's interests in the collateral, the Debtors propose to
grant the lender:
-- replacement liens on the postpetition accounts receivable of
the Operating Debtors, without the necessity of the execution by
any Debtor of security agreements, to the extent of any decrease
in value of the Bank's interest in the prepetition collateral.
-- pay $5,000 to the Bank each month as adequate protection
payments.
About Renault Winery
Renault Winery, Inc., and its affiliates own and operate a hotel,
two restaurants, a golf course, and a winery. The hotel is
located in Egg Harbor City, N.J., and the other businesses are
located on adjacent property in Galloway Township, N.J. Renault
Winery has served South Jersey as a winery and restaurant facility
for the past 150 years. Joseph Milza and his wife, Geraldine,
took over the operations of Renault Winery in 1974.
The companies that operate the businesses are Renault Winery
Inc. (winery, restaurant and gift shop), Renault Golf LLC (golf
course), and Tuscany House LLC (hotel, restaurant, and banquet
facility). Renault Realty Co., Renault Winery Property LLC, and
Renault Winery Inc., own the real estate on which the businesses
operate, as well as other real estate in the immediate area.
RESPONSE BIOMEDICAL: Incurs C$1.1 Million Net Loss in Q3
--------------------------------------------------------
Response Biomedical Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and comprehensive loss of C$1.11 million on C$2.19
million of product sales for the three months ended Sept. 30,
2014, compared to a net loss and comprehensive loss of C$2.54
million on C$2.08 million of product sales for the same period a
year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss and comprehensive loss of C$2.35 million on C$7.83
million of product sales compared to a net loss and comprehensive
loss of C$9.17 million on C$8.39 million of product sales for the
same period during the prior year.
As of Sept. 30, 2014, the Company had C$12.31 million in total
assets, C$15.63 million in total liabilities and a C$3.32 million
total shareholders' deficit.
"We believe that, with the Joinstar Agreements and provided that
the renegotiation of the term loan with SVB is successful or a
further forbearance or waiver is granted, based on the current
level of operations, and excluding out of the ordinary cash
management measures, the Company's cash and cash equivalent
balances, including cash generated from operations, will be
sufficient to meet our anticipated cash requirements through the
next twelve months. However, due to our recent breach of a
financial covenant...and our history of losses and negative
cashflow from operations, there is substantial doubt over our
ability to continue as a going concern as we are dependent on
renegotiating our current term loan with SVB or obtaining
additional financing and ultimately achieving profitable
operations, the outcome of which cannot be predicted at this
time."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/iYJUbZ
About Response Biomedical
Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform. The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample. Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information. Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.
Response Biomedical reported a net loss and comprehensive loss of
$5.99 million in 2013, a net loss and comprehensive loss of $5.28
million in 2012 and a net loss and comprehensive loss of $5.37
million in 2011.
PricewaterhouseCoopers LLP, in Vancouver, British Columbia, 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 recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, which
raises substantial doubt about its ability to continue as a going
concern.
RESTORA HEALTHCARE: Dismissed as Professionals Paid Pro Rata
------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge has signed an order
dismissing the Chapter 11 case of Restora Healthcare Holdings LLC,
the owner of two long-term, acute-care hospitals near Phoenix,
after the company said it is not in a position to complete even a
liquidating Chapter 11 plan.
According to the report, Restora had about $500,000 in cash
remaining and this was used to pay expenses in the case.
Professionals shared the leftovers pro rata, the report related.
About Restora Healthcare
Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed
by George W. Dunaway as chief financial officer.
DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.
The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors. The Committee has retained
Craig Freeman, Esq., and Martin G. Bunin, Esq., at Alston & Bird
LLP as its counsel; Brett D. Fallon, Esq., at Morris James LLP as
co-counsel to the Committee; and CohnReznick LLP as financial
advisor to the Committee.
Restora Healthcare Holdings disclosed $1,789,247 in assets, and
$11,328,016 in liabilities. Restora Hospital of Mesa reported
$6,996,725 in assets and $11,186,942 in liabilities. Restora
Hospital of Sun City also reported $5,327,278 in assets $9,109,597
in liabilities.
RESTORGENEX CORP: Reports $3.4 Million Net Loss for Third Quarter
-----------------------------------------------------------------
Restorgenex Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.44 million on $0 of revenues for the three months
ended Sept. 30, 2014, compared to a net loss of $1.52 million on
$0 of revenues for the same period last year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $9.28 million on $0 of revenues compared to a net loss
of $1.65 million on $0 of revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $50.54
million in total assets, $7.74 million in total liabilities and
$42.79 million in total stockholders' equity.
The Company's cash and cash equivalents as of Sept. 30, 2014, were
approximately $23.8 million.
The Company has no long-term debt. In July 2014, RestorGenex
closed its fifth and final round of a private placement of common
shares with gross proceeds to the Company of $35.6 million and net
proceeds of approximately $31.3 million, after deduction for
placement agent fees, estimated offering expenses and certain
accounts payable.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/UWy0QN
About RestorGenex
RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas. The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014. RestorGenex Corporation is based in Los Angeles,
California.
Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.
Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations. These
conditions, the auditors noted, raise substantial doubt as to the
ability of RestorGenex Corporation to continue as a going concern.
SADEX CORPORATION: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sadex Corporation
2831 Bledsoe St.
Fort Worth, TX 76107
Case No.: 14-44622
Chapter 11 Petition Date: November 14, 2014
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Michael Lynn
Debtor's Counsel: J. Robert Forshey, Esq.
FORSHEY & PROSTOK, LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Tel: 817-877-8855
Email: jrf@forsheyprostok.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Harlan E. Clemmons, president.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb14-44622.pdf
SANDBURG MALL: Chamber Chief Wants Mall Sold to Local Owners
------------------------------------------------------------
Ben Zigterman at The Register-Mail reports that Galesburg Area
Chamber of Commerce President Steve Brody hopes the Chapter 11
bankruptcy of Sandburg Mall Realty Management LLC will eventually
lead to new ownership of the mall in hopes of revitalizing the
shopping center.
The Register-Mail recalls that Sandburg Mall entered into Chapter
11 bankruptcy protection after a number of retailers left,
including anchor store Sears in May.
Mr. Brody complained that the Sandburg Mall has been a sore spot
for Galesburg for years, The Register-Mail relates. The report
quoted Mr. Brody as saying, "The current ownership is not
sustainable. I'd love it if once everything is done, somebody
would come in that is more locally based," as the current owner an
organization that is mostly based out of state.
The Register-Mail says that for a while, Mike Kohan of New York
was the controlling member of the organization. According to the
report, Mr. Brody said that Mr. Kohan "made some awful business
decisions that caused financial hardship for the mall. Then that
person was sort of set aside," and a doctor from Los Angeles
became the current controlling member.
Galesburg, Illinois-based Sandburg Mall Realty Management LLC
bought the Sandburg Mall in February 2007.
Sandburg Mall Realty Management LLC filed for Chapter 11
bankruptcy protection (Bankr. C.D. Ill. Case No. 14-81063) on June
5, 2014, estimating its assets and debts at between $1 million and
$10 million each. The petition was signed by Sion Nobel M.D.,
sole member. Judge Thomas L. Perkins presides over the case.
Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C., serves as
the Company's bankruptcy counsel.
SEARS CANADA: S&P Withdraws 'CCC+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' corporate
credit rating on Sears Canada Inc.
The ratings withdrawal follows Sears Holdings Corp.'s announcement
that its rights offering of 40 million common shares of Sears
Canada Inc. closed on Nov. 7, 2014. Following this transaction,
S&P estimates Sears Holdings' ownership of Sears Canada declined
to approximately 12% from 51% prior to the rights offering. At
the time of the withdrawal, S&P's rating on Sears Canada was
'CCC+' (the same as Sears Holdings) and the outlook was negative.
Sears Canada has no rated debt outstanding.
SEARS HOLDINGS: Board Approves Cash Award in Lieu of Rights
-----------------------------------------------------------
As previously reported, Sears Holdings Corporation has commenced a
rights offering of up to $625 million in aggregate principal
amount of 8% senior unsecured notes due 2019 and warrants to
purchase shares of common stock on a pro rata basis to Holdings'
stockholders of record as of the close of business on Oct. 30,
2014. However, as previously disclosed, holders of Holdings'
shares of restricted stock issued pursuant to the Sears Holdings
Corporation 2006 Stock Plan and the Sears Holdings Corporation
2013 Stock Plan that were unvested as of the Record Date were not
expected to receive subscription rights with respect to their
Unvested Shares.
On Nov. 4, 2014, to preserve the benefit of this rights offering
for the Unvested Shares, the Compensation Committee of the Board
of Directors of Holdings approved for each holder of Unvested
Shares a cash award in lieu of any and all rights such holder may
have had to receive subscription rights to purchase units
consisting of senior unsecured notes and warrants of the Company
with respect to the holder's Unvested Shares, subject to the same
vesting requirements and other terms for the Unvested Shares to
which the cash award is attributable. The cash awards represent
the right to receive on the applicable vesting date a cash payment
(before tax withholding) from Holdings equal to the value of the
subscription rights that would have been distributed to the holder
of Unvested Shares, calculated on the basis of the volume-weighted
average trading price per subscription right for the 10 trading-
day period immediately following the Record Date.
In lieu of a cash payment, and to preserve the benefit of this
rights offering for the shares scheduled to be issued to Mr.
Lampert through Jan. 31, 2015, in connection with his March 18,
2013, offer letter, the Compensation Committee also approved an
award of additional shares of Holdings' common stock to Mr.
Lampert, the economic value to be based on the volume-weighted
average trading price per subscription right for the 10 trading-
day period immediately following the Record Date. The actual
number of shares of Holdings' common stock to be awarded to Mr.
Lampert will be determined by taking the economic value as set
forth in the previous sentence divided by the volume-weighted
average trading price per common share of Holdings? common stock
for the 10 trading-day period immediately following the Record
Date.
Other Events
The Company also provided an update on its estimated third quarter
2014 performance and financial position and actions to improve its
liquidity and business operations. The Company currently expect
the following:
* Domestic Adjusted EBITDA in the third quarter 2014 similar to
2013, a meaningful improvement in trend compared to the
preceding six quarters
* Same store sales flat compared to last year's third quarter
* Reduction in debt of $400 million (including pension and
other post-employment benefits obligations)
* Actively exploring a REIT transaction involving 200 - 300
owned properties through a rights offering to Holdings s
hareholders
Estimated Third Quarter Performance
The Company expects domestic Adjusted EBITDA for the third quarter
will be between $(275) million and $(325) million, which is
consistent with $(310) million in last year's third quarter. This
is a meaningful change in the downward trend of the Company's
year-over-year domestic Adjusted EBITDA performance relative to
the prior six quarters. Domestic Adjusted EBITDA declined $163
million from $(15) million in first quarter 2013 to $(178) million
in first quarter 2014 and declined $225 million from $(73) million
in second quarter 2013 to $(298) million in second quarter 2014.
The Company believes this change in trend is a positive
development that the Company currently expects to continue into
the fourth quarter.
Financial Position and Actions To Improve Liquidity
In connection with the previously announced Sears Canada rights
offering, as of Nov. 6, 2014, the Company has sold a total of
31,578,464 common shares of Sears Canada to its shareholders,
realizing gross proceeds of approximately $300 million. The
40,000,000 share ($380 million) rights offering closes at the end
of business on Nov. 7, 2014. For the quarter ended Nov. 1, 2014,
the Company will no longer consolidate the results of Sears
Canada. As such, the financial position presented in this update
does not include Sears Canada.
As of Nov. 1, 2014, the Company had total cash of approximately
$330 million and availability under its credit facility of $234
million. This includes approximately $168 million from the $380
million rights offering for the Company's Sears Canada shares
received as of November 1st, but does not include approximately
$132 million received or in transit subsequent to November 1st and
any additional amounts that the Company may receive after the
conclusion of the rights offering expiring at the close of
business today. It also excludes any proceeds from the rights
offering for $625 million in senior unsecured notes with warrants
announced on Oct. 20, 2014. Assuming that both rights offerings
had been fully subscribed and completed as of Nov. 1, 2014,
availability under our credit facility would have been $1.1
billion versus $572 million last year.
Additional information is available for free at:
http://is.gd/MC7BES
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SEARS HOLDINGS: Subscription Rights Delisted From NASDAQ
--------------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission regarding the removal from
listing or registration of Sears Holdings Corp.'s subscription
rights expiring on Nov. 18, 2014.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SEARS METHODIST: Sells 2 Facilities for $12.8 Million
-----------------------------------------------------
Sears Methodist Retirement System Inc., and its debtor affiliates,
non-profit operators of senior living facilities and veterans'
homes in Texas, will sell two of their facilities for a combined
purchase price of $12.8 million.
The Debtors obtained authority from the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, to sell
substantially all of the assets of Sears Plains Retirement
Corporation to Knight Health Holdings LLC for $6,240,000, and
obtained Court approval of procedures governing the sale of
substantially all of the assets of Sears Caprock Retirement
Corporation.
Rio Mesa Health Holdings LLC, an affiliate of Ensign Group Inc.,
will serve as the stalking horse bidder with an offer to purchase
the Caprock, which operates the Mesa Springs Retirement Village, a
senior living facility in Abilene, Texas, for $6,600,000.
Competing bids for the Caprock assets must be submitted on or
before Dec. 15, 2014, so that if one or more bids are received, an
auction will be conducted on Dec. 17, to be followed by a sale
approval hearing on Dec. 19.
The Court has authorized Caprock to pay Rio Mesa a Break-Up Fee of
$190,000 and Expense Reimbursement in an amount up to $25,000 if
another bidder is selected as the winning bidder for the Caprock
assets.
According to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, the Mesa Springs independent-living facility
has 16 executive homes, 34 garden homes and 10 apartments.
Caprock also owns and operates the Mission at Mesa Springs, a
health-care center with 75 semi-private and private skilled
nursing beds, the Bloomberg report added.
About Sears Methodist
As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors. The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").
Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014. The cases are assigned to Judge Stacey
G. Jernigan.
The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC. The Debtors' notice, claims and solicitation
agent is GCG Inc.
The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors. The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.
SECURITY NATIONAL: Secures Financing From Karlin & Colony
---------------------------------------------------------
Guelda Voien at Commercial Observer reports that a Security
National Master Holding Co. affiliate has secured a $37.9 million
credit facility from Los Angeles-based real estate investment
firm, Karlin Real Estate, to refinance six commercial assets
located throughout the U.S. Colony Capital is refinancing the
remaining assets in the Security National Properties portfolio as
the Company prepares to emerge from Chapter 11 bankruptcy,
Commercial Observer relates, citing a spokersperson for Karlin.
"It was critical to Security National's bankruptcy exit plans for
us to execute the financing simultaneously with Colony Capital on
a specific court approved date. This was a very complicated and
highly structured financing with many moving parts," Commercial
Observer quoted Larry Grantham, co-managing director of Karlin's
real estate lending, as saying.
According to Mortgage Observer, the spokersperson for Karlin said
that the financing from Karlin includes a $25.8 million bridge
loan secured by a five-property, 1.4 million-square-foot portfolio
of office and retail properties in Minnesota, Mississippi, Texas,
Illinois, and Michigan. Commercial Observer adds that Karlin also
provided a $12.1 million short-term loan to refinance a 184,608-
square-foot office property in Louisiana.
About Security National
Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties. Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011. Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel. GCG Inc. serves as the Debtors' claims
and notice agent. The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.
Judge Kevin Gross, on Oct. 7, 2014, confirmed the joint plan of
reorganization of the Debtors.
The U.S. Trustee for Region 3 has been unable to form an official
committee of unsecured creditors.
SHELBOURNE NORTH: Andres Sells Claim to Liquidity Solutions
-----------------------------------------------------------
In the Chapter 11 case of Shelbourne North Water Street L.P.,
Andres Imaging & Graphics, Inc., has transferred its $17,948.15
claim to Liquidity Solutions.
About Shelbourne North Water Street
A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
(Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013. The case is
assigned to Judge Kevin J. Carey.
The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.
The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.
FrankGecker LLP represents the Debtor in its restructuring
effort.
SIGA TECHNOLOGIES: To Mediate with PharmAthene
----------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Siga Technologies Inc. and PharmAthene Inc.
has agreed to mediate in an effort to end their patent license
dispute while Siga appeals from a state court judgment in favor of
PharmAthene.
According to the report, Siga has said resolution of the appeal in
Delaware state court would be a key element in developing a
reorganization plan. The appellate process will either eliminate
or substantially reduce any claim PharmAthene may have under the
license, Siga said, the report cited.
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is
assigned to Judge Sean H. Lane.
The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due Sept. 30, 2014.
The Debtor's Chapter 11 plan and disclosure statement are due Jan.
14, 2015. The initial case conference is due by Oct. 16, 2014.
As of June 30, 2014, SIGA reported consolidated assets and
liabilities of $209 million and $198 million, respectively. The
amount of reported liabilities does not include any amount
attributable to the lawsuit filed by PharmAthene, Inc. A total of
$2.50 million is outstanding on a secured term loan with General
Electric Capital Corp. Trade payables total $3.3 million.
SILVERSUN TECHNOLOGIES: Reports Q3 Net Income of $248,000
---------------------------------------------------------
Silversun Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $248,165 on $6.08 million of net total revenues for
the three months ended Sept. 30, 2014, compared to a net loss of
$82,219 on $4.37 million of net total revenues for the same period
in 2013.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $428,796 on $16.26 million of net total revenues
compared to net income of $95,496 on $12.29 million of net total
revenues for the same period during the prior year.
As of Sept. 30, 2014, the Company had $5.12 million in total
assets, $4.89 million in total liabilities and $238,410 in total
stockholders' equity.
As of Sept. 30, 2014, the Company had $1,449,773 in cash and cash
equivalents; $1,924,428 in accounts receivable; $260,059 in long
term debt; and total stockholders' equity of $238,410. Net cash
provided by the Company's operations for the first nine months of
this year totaled $910,824, as compared to $862,003 for the same
nine month period in the prior year.
"Our third quarter results set several new Company records, a
trend that we have been effectively perpetuating for the last
three consecutive years," stated Mark Meller, Chairman and CEO of
SilverSun. "Our operating performance continues to be fueled by
the dynamic growth of our high margin Managed Services business,
successful execution of our growth-through-acquisition strategy,
increasing market penetration for our proprietary cloud-based
business management solutions custom-created for the U.S. craft
brewery and distribution industry, and our continued success at
winning major new customers to the Sage ERP X3 platform."
"Our strong balance sheet, reflecting a solid working capital
position, provides SilverSun with notably enhanced operating
flexibility and allows us to continue investing in the growth of
our businesses without resorting to unnecessary dilution to our
shareholders. As we approach the end of 2014 and commit to our
growth strategies for the year beyond, we remain confident that
SilverSun will continue to set new records for performance, and
set entirely new standards of excellence for enabling clients to
positively transform their operations through our proven
technological solutions."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/KLzRuz
About SilverSun
Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry. SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software. SWK Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC." SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.
Silversun Technologies posted net income of $322,548 on $17.40
million of net total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $1.23 million on $13.17 million of net
total revenues for the year ended Dec. 31, 2012.
SKYLINE MANOR: Signs Buyer for $13 Million
------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Skyline Manor Inc.'s Chapter 11 trustee
selected Menomonee Health Holdings LLC to be the so-called
stalking horse and submit the first bid of $13 million when the
199-unit continuing-care retirement community and 140-unit
independent living facility in Omaha, Nebraska, go up for auction
Nov. 19.
According to the report, competing bids are due Nov. 7 and the
sale-approval hearing will take place Nov. 21.
About Skyline Manor
Skyline Manor Inc. is a Nebraska non-profit corporation that
operates a 199-unit continuing care retirement community and a 140
unit independent living facility in Omaha. Skyline Manor filed a
Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934)
on May 8, 2014. The petition was signed by John W. Bartle as
chief restructuring officer. Judge Thomas L. Saladino presides
over the case.
The Debtor disclosed $19,892,926 in assets and $13,732,877 in
liabilities as of the Chapter 11 filing.
Mr. Ross has been appointed as the Chapter 11 trustee for Skyline
Manor.
SOLAR POWER: Incurs $7.7 Million Net Loss in Third Quarter
----------------------------------------------------------
Solar Power, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.70 million on $26.65 million of net sales for the three
months ended Sept. 30, 2014, compared to a net loss of $3.58
million on $21.28 million of net sales for the same period in
2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $9.87 million on $36.59 million of net sales compared
to a net loss of $13.55 million on $27.25 million of net sales for
the same period last year.
The Company's balance sheet at Sept. 30, 2014, showed $112.85
million in total assets, $61.18 million in total liabilities and
$51.67 million in total stockholders' equity.
As of Sept. 30, 2014, the Company had $12.8 million in cash and
cash equivalents, $0.2 million of restricted cash held in the
Company's name in interest bearing accounts, $33.3 million in
accounts and notes receivable of which $3.7 million is due from
the COmpany's largest shareholder, LDK.
"We are pleased with SPI's continued strong business execution and
rapid growth during the third quarter," said Xiaofeng Peng,
Chairman of SPI. "As evidenced by recent announcements regarding
acquisitions of substantial PV project assets, as well as the
provision of engineering, procurement and construction ('EPC')
services to numerous PV projects, we have enhanced SPI's
reputation as a global leader in developing PV projects,
particularly in the China PV installation market."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/qvBpyi
About Solar Power
Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services. Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor. The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.
Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.
Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014. These matters
raise substantial doubt about the Company's ability to continue as
a going concern.
SOUND SHORE: Seeks to Tap Polsky & Getzler as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of Sound
Shore Medical Center of Westchester et al. seeks permission from
the Bankruptcy Court to retain (i) Polsky Advisors LLC for the
period from July 28, 2014 through September 30, 2014, and (11)
Getzler Henrich & Associates LLC nunc pro tunc to October 1, 2014,
as its financial advisors.
The Committee retained Deloitte Financial Advisory Services LLP as
it financial advisor, effective as of June 12, 2013, which
engagement ended on December 28, 2013. Then, as of December 29,
2013, the Committee retained Deloitte Transactions and Business
Analytics LLP as its financial advisor.
Mr. Polsky, a former director at DFAS and DTBA, led this financial
advisory engagement on behalf of DFAS and then on behalf of DTBA
until his departure from DTBA on July 25, 2014. At that time, Mr.
Polsky created the entity Polsky Advisors LLC to provide
restructuring advisory services, and the Committee has had Mr.
Polsky of Polsky Advisors continue to work on the Debtors' cases
in order to provide continuity through the remainder of the cases.
On October 1, 2014, Mr. Polsky joined Getzler Henrich & Associates
LLC, a boutique restructuring advisory firm. The Committee wishes
Mr. Polsky to continue in his role as financial advisor to them.
To avoid undue expense to the Debtors' estates and to maximize
judicial efficiency, the Committee thus seeks to retain both
Polsky Advisors and Getzler Henrich through this application. In
addition, Mr. Polsky continues to direct the resources of DTBA,
which has enabled a continuum of uninterrupted services to the
Committee. To avoid any duplication of effort and cost, DTBA has
not incurred additional time charges for new case professionals
since Mr. Polsky's departure in July 2014.
As financial advisors, Polsky Advisors and Getzler Henrich provide
these services:
1. Assist the Committee and its counsel in connection with
various ongoing case financial and litigation matters;
2. Assist the Committee in its oversight and monitoring of the
ongoing wind-down of the Debtors' estates, and report
periodically to the Committee on ongoing case issues and
financial matters; and
3. Assist the Committee in connection with its analysis and
resolution of issues related to claims filed against the
Debtors including administrative, priority or unsecured
claims, executory contracts, case litigation and related
damages analysis.
The firms' standard rates are:
Personnel Classification Applicable Rates
------------------------ ----------------
Principal/Managing Director $500
Directors $400
Associates $300
Paraprofessionals $160
The Committee believes Polsky Advisors' and Getzler Henrich's fees
are comparable with those of their competitors.
Daniel S. Polsky, as founder of Polsky Advisors and Managing
Director of Getzler Henrich, assures the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
Hearing on the request has been set for December 19, 2014 at 10:00
a.m., Eastern Time in Room 501 of the United States Bankruptcy for
the Southern District of New York, 300 Quarropas Street, White
Plains, New York 10601-4140.
About Sound Shore Medical Center
Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.
The Debtors were the largest "safety net" providers for Southern
Westchester County in New York. Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York. Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York. Howe Avenue Nursing Home is a
150-bed, comprehensive facility.
The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.
Alston & Bird LLP represents the Official Committee of Unsecured
Creditors. Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.
Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million. Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC. There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.
Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.
The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system. On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.
In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale. Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.
On Nov. 6, 2013 at 12:01 a.m., the closing of the Sale occurred
and the sale became effective.
Montefiore is represented by Togut, Segal & Segal LLP.
SPECIALTY HOSPITAL: Sale Closing Date Extended to Nov. 14
---------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., signed off an agreed order
extending and modifying the 1) final order approving and
authorizing debtor-in-possession financing; and 2) order
authorizing sale of substantially all of Specialty Hospital Of
Washington, LLC, et al.'s assets.
Pursuant to the agreement between the Debtors and the lender, the
closing date of the asset purchase agreement and Debtors'
authorization to borrow funds under the DIP Loan pursuant to the
amended approved budget are both extended to Nov. 14, 2014.
Among other things, the final DIP order: i) authorizes the Debtors
to borrow up to $15.0 million under a term loan from DCA
Acquisitions, LLC; ii) grants to the DIP Lender superpriority
administrative expense claims; iii) grants to the DIP Lender
senior, perfected priming liens in all of the DIP collateral,
subject only to the carve out.
The final DIP order also provides that advances made under the DIP
loan are to be made pursuant to and in accordance with the
approved budget. The funding period under the approved budget was
set to expire on Aug. 15, 2014, when the closing date was
scheduled to occur.
The asset purchase agreement originally provided a deadline of
Aug. 15, 2014, for the closing. Subject to agreement on a
mutually acceptable budget from and after Aug. 15, 2014, the
Debtors and DCA intended to extend this deadline for an additional
30 days to permit a closing to occur. On or about Sept. 16, 2014,
the Debtors and DCA agreed in principle on a mutually acceptable
budget and reported this agreement to extend the Closing Date to
the Court. At this time, DCA is hopeful that it will be able to
close on or before Nov. 15, 2014.
About Specialty Hospital
Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.
On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").
Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware. Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services. The petitioners assert $2.69 million in total claims.
On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279). The Debtor
disclosed $3,120,119 in assets and $96,721,374 in liabilities as
of the Chapter 11 filing.
On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11. Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection. The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.
The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.
The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel. Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor. Cain Brothers &
Company, LLC, is the Debtorsv investment banker.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.
SPECIALTY HOSPITAL: Wants to Terminate 401K Plan for Sale Closing
-----------------------------------------------------------------
Specialty Hospital of Washington, LLC, et al., ask the Bankruptcy
Court for authorization to terminate the Specialty Hospitals of
America 401(k) Plan, under which Debtor Specialty Hospital of
America, LLC historically served and currently serves as the plan
administrator.
According to the Debtors, DCA Acquisitions, LLC, the entity that
soon will acquire their assets, will be establishing its own
401(k) plan that will be effective upon closing of the sale of the
Debtors' assets, to cover the Debtors' employees. The DCA Plan
will be available to the Debtors' employees and to accept
rollovers from the Debtor Plan.
In this connection, the Court must grant the motion because it
will facilitate the sale process and transition for the Debtors'
employees.
About Specialty Hospital
Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.
On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").
Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware. Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services. The petitioners assert $2.69 million in total claims.
On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279). The Debtor
disclosed $3,120,119 in assets and $96,721,374 in liabilities as
of the Chapter 11 filing.
On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11. Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection. The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.
The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.
The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel. Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor. Cain Brothers &
Company, LLC, is the Debtorsv investment banker.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.
SPEEDEMISSIONS INC: Has $26,000 Net Loss in Third Quarter
---------------------------------------------------------
Speedemissions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $26,123 on $1.28 million of revenue for the three months ended
Sept. 30, 2014, compared to a net loss of $74,488 on $1.80 million
of revenue for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $720,979 on $4.68 million of revenue compared to a net
loss of $456,751 on $5.46 million of revenue for the same period
last year.
The Company's balance sheet at Sept. 30, 2014, showed $2.04
million in total assets, $2.36 million in total liabilities, $4.57
million in series A convertible, redeemable preferred stock, and a
$4.89 million total shareholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/J7yQ5Y
About Speedemissions
Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.
Speedimissions reported a net loss of $814,482 in 2013 and a net
loss of $656,037 in 2012.
STOCKTON, CA: Bankruptcy Costs Surpass $41 Million
--------------------------------------------------
Roger Phillips, writing for Recortnet.com, reported that for the
previous three fiscal years and into the current one, with public
services languishing and ready cash scarce, officials of the city
of Stockton have spent nearly $16.3 million and budgeted another
$25 million for costs associated with the Chapter 9 bankruptcy.
According to the report, the total amount of $41,268,363 stand as
the current total projected expenditures for Stockton's dubious
descent into insolvency.
About Stockton, Calif.
The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history. The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed. Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.
The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs. In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds. The list of
largest creditors includes $119.2 million owing on four other
series of bonds.
The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The
petition was signed by Robert Deis, city manager.
Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy. Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition. In August 2011, Vallejo was
given green light to exit the municipal reorganization. The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings. Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees. Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.
The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.
Judge Klein, in late October 2014, confirmed the debt-adjustment
plan by the city of Stockton, rejecting arguments that it unfairly
discriminated among creditors by chopping a mutual fund's recovery
to near zero while shielding city retirees from any impairment at
all.
* * *
The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.
The TCR, on Nov. 10, 2014, reported that Moody's Investors Service
has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series
2006 lease revenue bonds and affirmed the city's 2007 pension
obligation at Ca. Moody's have removed the developing outlook from
the Series 2006 bonds and Moody's have removed the negative
outlook from the Series 2007 bonds.
The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings
Services raised its long-term rating and underlying rating (SPUR)
to 'B-' from 'CCC' on the Stockton Public Financing Authority,
Calif.'s series 2003A and 2003B certificates of participation
(COPs) and its SPUR to 'B-' from 'CCC' on the authority's series
2006A lease revenue refunding bonds. Standard & Poor's also
affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series
2004 (arena project) revenue bonds. All series are appropriation
obligations of Stockton. The outlook on the series 2003A and
2003B COP long-term rating and SPUR and on the 2006A lease revenue
refunding bond SPUR is stable, and the outlook on the series 2004
revenue bond rating (arena project) is negative.
SUNCOKE ENERGY: S&P Lowers CCR to 'B' & Removes From Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Lisle, Ill.-based SunCoke Energy Inc. to 'B' from
'BB-'. S&P also removed the ratings from CreditWatch with
negative implications, where it had placed them on Sept. 24, 2014,
following the publication of S&P's revised criteria on master
limited partnerships and general partnerships. The outlook is
stable.
At the same time, S&P lowered its rating on the company's senior
secured debt to 'BB-' from 'BB+'. The recovery rating on this
debt remains '1', indicating S&P's expectation of very high
recovery (90% to 100%) in the event of a payment default. S&P
also lowered its rating on the company's senior unsecured debt to
'B' from 'B+'. S&P also revised the recovery rating on this debt
to '4' from '5', indicating its expectation of average recovery
(30% to 50%) in the event of a payment default. In addition, S&P
affirmed its 'BB-' corporate credit rating SXCP. S&P also raised
its rating on SXCP's senior unsecured debt to 'BB-' from 'B+' and
revised the recovery rating on this debt to a '4' from a '5',
indicating S&P's expectation of average recovery (30% to 50%) in
the event of a payment default.
"The stable rating outlook on SunCoke Energy reflects our
expectation that it will become a pure-play general partnership
with relatively low financial leverage and consistent distribution
payments from SXCP," said Standard & Poor's credit analyst William
Ferara. "We expect SunCoke Energy's stand-alone debt to be less
than 2x in 2014 via debt reductions from further asset dropdowns."
S&P could lower SunCoke Energy's rating if S&P was to lower SXCP's
rating. Absent a downgrade of SXCP, S&P could lower the ratings
on SunCoke Energy if it were to sustain stand-alone debt to EBITDA
above 2x.
S&P could raise SunCoke Energy's rating if S&P was to raise SXCP's
rating. Apart from an upgrade of SXCP, S&P is not contemplating
higher ratings on SunCoke Energy, absent a materially more
conservative financial policy.
TARGUS GROUP: S&P Cuts CCR to 'CCC+' on Thinning Covenant Cushion
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anaheim, Calif.-based Targus Group International Inc. to
'CCC+' from 'B-'. The outlook is developing.
S&P also lowered its issue-level rating on the $190 million senior
secured term loan due 2016 to 'CCC+' from 'B-'. However, S&P
revised the recovery rating to '3', indicating its expectation for
meaningful (50% to 70%) recovery in the event of payment default,
from '4'.
"The downgrade reflects our opinion that operating performance
likely will not materially improve, leading to a possible near-
term financial covenant default absent relief from its lenders,"
said Standard & Poor's credit analyst Stephanie Harter. "Still,
we recognize the company has successfully negotiated financial
covenant relief in the past and continues to generate positive
free cash flow. Therefore, we believe the company may still
obtain a covenant relief, which could lead to an upgrade."
Absent such relief, Standard & Poor's estimates Targus' covenant
cushion will deteriorate to 5% or lower by the fiscal year-end
Sept. 2014 compared with S&P's prior expectations of a covenant
cushion near 10%. Moreover, the company's minimum leverage ratio
covenant has several scheduled step-downs in the coming quarters,
making it unlikely the company will maintain compliance even if
earnings start to modestly improve.
The developing outlook reflects both the possibility of a near-
term financial covenant breach if operating performance does not
materially improve, and some form of covenant relief given the
company's history of obtaining financial covenant relief. If the
latter unfolds, S&P could raise its ratings; if the former
unfolds, it could lower them.
TIER REIT: Posts $16.4-Mil. Net Loss for Third Quarter
------------------------------------------------------
TIER REIT, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $16.38 million on $84.04 million of rental revenue for the
three months ended Sept. 30, 2014, compared with net income of
$7.15 million on $85.32 million of rental revenue for the same
period in 2013.
The Company's balance sheet at Sept. 30, 2014, showed $2.34
billion in total assets, $1.6 billion in total liabilities, and
stockholders' equity of $738.8 million.
A copy of the Form 10-Q is available at:
http://is.gd/lYk1nR
TIER REIT, Inc. is a self-managed, Dallas, Texas-based real estate
investment trust focused primarily on providing quality,
attractive, well-managed, commercial office properties located in
strategic markets throughout the United States.
TRUMP ENTERTAINMENT: Amends Plan; DS Hearing Moved to Nov. 18
-------------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a second amended
joint plan of reorganization, which, among other things, reduce
the amount of exit financing to be extended by the First Lien
Lenders led by Carl Icahn.
In the Second Amended Plan, the Debtors disclose that because the
Debtors have not obtained the tax relief and incentives required
by the First Lien Lenders as a condition to the plan support, the
Taj Mahal will close on or before Dec. 12. Pursuant to the toggle
feature contained in the Plan, the First Lien Lenders have agreed
in principal to receive the new equity of Reorganized TER and
provide $13.5 million to, among other things, repay obligations
under the DIP Loan, pay certain administrative and priority
claims, and finance the ongoing working capital and other general
corporate purposes of the Reorganized Debtors. In the event the
that the Taj Mahal remains open through consummation of the Plan
and the conditions contained in the Plan are satisfied or waived,
the First Lien Lenders have agreed to fund an investment of $100
million in new debt. The $100 million investment coupled with the
tax relief and incentives that the Debtors are seeking would
provide the Reorganized Debtors with the necessary capital to fund
operational shortfalls and capital expenditures and to provide
working capital for the Reorganized Debtors, in the event that the
Taj Mahal remains open through consummation of the Plan.
The First Lien Lenders will receive, in the aggregate, 100% of the
shares of the New Common Stock to be issued by Reorganized TER on
a fully diluted basis. Holders of General Unsecured Claims,
estimated to total $212,000,000, will receive, in the aggregate,
$1,000,000 and the litigation trust interests in full satisfaction
of their claims.
A hearing on the confirmation of the Plan will be held on Dec. 19,
2014, at 10:00 a.m. (prevailing Eastern Time). Objections, if
any, to the confirmation of the Plan must be served and filed so
that they are received on or before Dec. 12. The voting deadline
to accept or reject the Plan is Dec. 10.
A blacklined version of the Disclosure Statement explaining the
Second Amended Plan dated Nov. 14 is available at:
http://bankrupt.com/misc/TRUMPds1114.pdf
Donald Trump, et al., Object to Disclosure Statement
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Donald Trump, Levine Sklar Chan & Brown PA,
the Official Committee of Unsecured Creditors, and Atlantic City,
New Jersey, objected to the approval of the Disclosure Statement
explaining the Debtors' Plan.
According to the Bloomberg report, Mr. Trump said he?s had
?virtually no involvement in operation and management? of the
company since a prior bankruptcy. He faulted the disclosure
statement for remaining ?deliberately coy? about whether the
company intends to sell assets ?unbranded? or with continued use
of his name, the Bloomberg report related.
The Creditors' Committee said the Disclosure Statement was a
"complete waste of time" because the only parties deemed able to
vote are the first lien lenders, Law360 related. The Committee
doesn?t like the plan because, whether the Taj Mahal survives or
not, its constituents won?t receive anything, Bloomberg said.
Law firm Levine Sklar Chan & Brown PA, which claimed to have a
$1.25 million secured claim resulting from victories in reducing
the casinos? tax assessments, complained that the Disclosure
Statement doesn?t properly address how that claim will be paid,
the Bloomberg report further related.
Plan Outlines Hearing Moved to Nov. 18
U.S. Bankruptcy Judge Kevin Gross, during the Nov. 5 hearing,
refused to consider the Disclosure Statement explaining the
Debtors' Plan, saying he needs more information about how the
casino operator's Chapter 11 will move forward and that he has
concerns about how a plan that seems to only benefit Carl Icahn,
Law360 related.
"My concern is that there is simply too much immediate
uncertainty," Sara Randazzao, writing for Daily Bankruptcy Review
DBR, cited Judge Gross as saying. "There needs to be something in
place that provides comfort that there is really a path to a
plan."
A notice filed in the court docket said the Disclosure Statement
is continued to Nov. 18, 2014, at 10:00 a.m.
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan. The
Debtors also have trade debt in the amount of $13.5 million.
The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors. The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.
TRUMP ENTERTAINMENT: Panel Seeks End to Exclusivity to File Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Trump Entertainment Resorts, Inc., et al., ask
the U.S. Bankruptcy Court for the District of Delaware to
terminate the exclusivity to permit it to file and solicit
acceptances of a Chapter 11 plan of liquidation.
The Committee states: "The Second Amended Plan confirms that the
Icahn Parties will not agree to share anything more than a nominal
'tip' value with the Committee's constituents. Even after the
Court expressed significant concerns about the Debtors/Icahn Plan
at the initial disclosure hearing on Nov. 5, the Icahn Parties
refused to commit to fund the Debtors' Chapter 11 cases or to
consider any meaningful return for general unsecured creditors."
The Committee adds that it is prepared to file a plan, which would
provide fair and equitable treatment to all creditors. Natasha M.
Songonuga, Esq., at Gibbons PC, in Wilmington, Delaware, asserts
that the Committee's plan would satisfy administrative and
priority claims and would turn over the casino collateral to the
Icahn Parties in full satisfaction of their secured claim. And
the plan would fund a liquidating trust to provide meaningful
value to general unsecured creditors, Ms. Songonuga adds.
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan. The
Debtors also have trade debt in the amount of $13.5 million.
The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors. The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.
TURNER GRAIN: Court Approves Hiring of Keech Law as Attorneys
-------------------------------------------------------------
Kevin P. Keech, the court-appointed receiver of Turner Grain
Merchandising, Inc., sought and obtained permission from the Hon.
Audrey R. Evans of the U.S. Bankruptcy Court for the Eastern
District of Arkansas to employ Keech Law Firm, P.A. as attorneys
for the Debtor, nunc pro tunc to Oct. 23, 2014.
Keech Law will represent the Debtor with regard to the filing of
its Chapter 11 petition and schedules in the prosecution of its
Chapter 11 case with respect to Debtor's powers and duties as a
Debtor-in-Possession in the continued operation of Debtor's
business, management of the Debtor's property, and to perform all
legal services for the Debtor which may be necessary in connection
with the Debtor's Chapter 11 case.
Keech Law will be paid at these hourly rates:
Kevin P. Keech $275
O.C. "Rusty" Sparks $275
Associates $175
Paralegals $125
Legal Assistants $100
Keech Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Keech assured the Court that the 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.
Keech Law can be reached at:
Kevin P. Keech, Esq.
KEECH LAW FIRM, P.A.
4800 West Commercial Drive
North Little Rock, AR 72116
Tel: (501) 221-3200
Fax: (501) 221-3201
E-mail: kkeech@keechlawfirm.com
About Turner Grain
Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.
According to the docket, the Sec. 341(a) meeting of creditors is
slated for Dec. 15, 2014. The deadline for objecting to discharge
is Feb. 13, 2015.
The Debtor has tapped Kevin P. Keech, Esq., at Keech Law Firm, PA,
in Little Rock, Arkansas, as counsel.
UHHS/CSAHS-CUYAHOGA: Moody's Affirms Ba2 Outstanding Bonds Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on
UHHS/CSAHS-Cuyahoga, Inc. & CSAHS/UHHS-Canton's (dba Mercy Medical
Center) outstanding bonds. Moody's are revising the outlook to
positive from negative.
Summary Ratings Rationale
The outlook revision to positive reflects Moody's expectation that
the hospital will maintain improved margin levels, based on the
benefits of further cost reductions and revenue enhancements, the
latter including Medicaid expansion and commercial rate increases
as well as volume gains in profitable service lines. The positive
outlook also reflects Moody's expectation that unrestricted
investments will grow as capital spending will be well under
operating cashflow levels.
The Ba2 rating reflects a competitive market and weak investment
position, partly mitigated by the hospital's ownership by Sisters
of Charity Health System (although not legally obligated on the
bonds) which provides some shared services, oversight and a has a
large investment portfolio.
Strengths
* Financial performance improved in fiscal year (FY) 2013 and
through nine months of fiscal year 2014 with operating
cashflow margins of 5% and 9%, respectively. Benefits of
further cost reductions, revenue enhancements and Medicaid
expansion are expected to at least sustain current performance
levels.
* The debt structure is 100% fixed rate with no interest rate
derivatives.
* The current investment allocation is conservative with
primarily fixed income investments, helping to preserve a weak
cash position; 100% of Mercy Medical Center's (Mercy)
investment portfolio can be liquidated in one month or less.
* Sisters of Charity Health System (SCHS) is the sole corporate
member of Mercy Medical Center and holds significant
investments. While SCHS is not legally obligated on the bonds,
the system has been increasingly providing management
oversight and centralized services.
Challenges
* Prior to 2014, financial performance was very modest for
several years, and better margins are over a short period.
* The liquidity position of 53 days of cash on hand as of
September 30, 2014 is weak and declined from fiscal yearend
2013 due to higher capital spending.
* The hospital faces formidable competition in the region with a
larger competitor in Aultman Healthcare which owns a large
health plan. Additionally, Cleveland-area providers are making
major investments in the nearby Akron market.
Outlook
The positive outlook reflects Moody's expectation that the
hospital will maintain improved margin levels, based on the
benefits of further cost reductions and revenue enhancements, the
latter including Medicaid expansion and commercial rate increases
as well as volume gains in profitable service lines. The positive
outlook also reflects Moody's expectation that unrestricted
investments will grow as capital spending will be well under
operating cashflow levels.
What Could Make The Long Term Rating Go UP
A rating upgrade will be considered if the hospital maintains
margins close to those achieved through nine months of 2014 over
the next twelve months and unrestricted investments grow from the
current level, which is expected given improved performance and
more moderate capital spending next year.
What Could Make The Long Term Rating Go DOWN
With a positive outlook, a downgrade is not expected in the near
term. While not expected, a decline in liquidity or increase in
debt would likely cause a downgrade. A return to margins prior to
fiscal year 2013 level would also cause consideration for a
downgrade.
Rating Methodology
The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.
UNITED BANCSHARES: Incurs $183,000 Net Loss in Third Quarter
------------------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $182,996 on $737,636 of total interest income for the
three months ended Sept. 30, 2014, compared to a net loss of
$333,359 on $737,554 of total interest income for the same period
in 2013.
The Company also reported a net loss of $607,195 on $2.15 million
of total interest income for the nine months ended Sept. 30, 2014,
compared to a net loss of $576,205 on $2.15 million of total
interest income for the same period during the prior year.
As of Sept. 30, 2014, the Company had $60.53 million in total
assets, $57.68 million in total liabilities and $2.84 million in
total shareholders' equity.
"The Bank has entered into Consent Orders with the FDIC and the
Department which, among other provisions, require the Bank to
increase its tier one leverage capital ratio to 8.5% and its total
risk based capital ratio to 12.5%. As of Sept. 30, 2014, the
Bank's tier one leverage capital ratio was 4.79% and its total
risk based capital ratio was 8.34%. The Bank's failure to comply
with the terms of the Consent Orders could result in additional
regulatory supervision and/or actions. The ability of the Bank to
continue as a going concern is dependent on many factors,
including achieving required capital levels, earnings and fully
complying with the Consent Orders. The Consent Orders raise
substantial doubt about the Bank's ability to continue as a going
concern."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/5aeXMk
About United Bancshares
Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.
United Bancshares reported a net loss of $668,898 on $2.89 million
of total interest income for the year ended Dec. 31, 2013, as
compared with a net loss of $1.01 million on $3.08 million of
total interest income in 2012.
McGladrey LLP, in Blue Bell, Pennsylvania, 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 regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action. Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company. These matters raise
substantial doubt about the ability of the Company to continue as
a going concern.
UNIVERSAL COOPERATIVES: Hearing Today on Approval of Settlement
---------------------------------------------------------------
Universal Cooperatives, Inc., and Agrilon International, LLC ask
the Bankruptcy Court for authorization to (i) enter into an
agreement for compromise of certain disputes with Monsanto
Company; and (ii) sell to Ragan & Massey, Inc., purchaser, of
Agrilon's glyphosate registrations and Agrilon's rights under its
data use and compensation settlement agreement with Monsanto.
The Debtors requested that the Court consider the matter at a
hearing on Nov. 18, 2014 at 2:00 p.m.
Prior to the Petition Date, Agrilon produced and sold glyphosate,
an off-patent herbicide that is the active ingredient in
Monsanto's Roundup(R), one of the most widely sold herbicides in
the United States.
Monsanto has registered with the United States Environmental
Protection Agency herbicides containing glyphosate (including any
registered salt of glyphosate) for sale in the United States. In
connection with the registration, Monsanto developed and submitted
certain test data, reports, analyses and other written submissions
of which Monsanto is the legal owner.
Agrilon also has registered herbicides containing glyphosate with
the USEPA and certain state pesticide regulatory agencies.
Prior to the Petition Date, a dispute arose between Agrilon and
Monsanto centered around the appropriate compensation due Monsanto
from Agrilon pursuant to the Federal Insecticide, Fungicide, and
Rodenticide Act and Federal Food, Drug and Cosmetic Act because
Monsanto's Registration Data were used, considered and relied upon
by USEPA and state pesticide regulatory agencies to support and
maintain Agrilon's Registrations.
Agrilon and Monsanto resolved the Prepetition Dispute by entering
into that certain Glyphosate Data Use and Compensation Settlement
Agreement effective Jan. 17, 2012, an Amendment to Glyphosate Data
Use and Compensation Settlement Agreement effective July 18, 2013,
a Second Amendment to Glyphosate Data Use and Compensation
Settlement Agreement effective Oct. 24, 2013, and a Third
Amendment to Glyphosate Data Use and Compensation Settlement
Agreement effective April 2, 2014.
Agrilon subsequently failed to make certain payments to Monsanto
when due under the Data Use Agreement. In addition, a dispute has
arisen between Agrilon and Monsanto as to: (i) whether the Data
Use Agreement constitutes an "executory contract" within the
meaning of Section 365 of the Bankruptcy Code; (ii) Agrilon's
ability to sell Agrilon's Registrations free and clear; and (iii)
the amount of Monsanto's claim against Agrilon's estate.
In this relation, the salient terms of the agreement are:
a) The purchaser will pay $500,000 to Monsanto within five
business days after (and subject to) the Court's approval of the
agreement and entry of a final, non-appealable order with respect
thereto;
b) Monsanto will be deemed to have waived any and all claims it
has or may have against each of the Debtors or their estates,
including but not limited to any right of payment in connection
with the Data Use Agreement, which will be deemed fully and
finally satisfied; and
c) Agrilon will sell, convey, transfer, assign and deliver to
Purchaser, and purchaser will purchase and assume, all of
Agrilon's right, title and interest in Agrilon's Registrations and
associated customer lists and good will, Agrilon's entire
membership interest in the Task Force (subject to the
necessary approval of each Member of the Task Force) and all of
Agrilon's rights and obligations under the Data Use Agreement.
A copy of the Settlement is available for free at
http://bankrupt.com/misc/UniversalCoop_586_saleofrights.pdf
About Universal Cooperatives
As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.
Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014. The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc. UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases
The cases are assigned to Judge Mary F. Walrath.
Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt. Heritage estimated less than $10
million in assets and debt.
The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.
Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.
The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.
UNIVERSAL COOPERATIVES: Nov. 18 Hearing on Sale to Gloria
---------------------------------------------------------
The Bankruptcy Court will convene a hearing today Nov. 18, 2014,
at 2:00 p.m., to consider the sale of Universal Cooperatives,
Inc., et al.'s real property to the highest bidder.
At an auction conducted on Nov. 13, 2014, the Debtors selected the
final bid submitted by Gloria Real Estate Holdings as the
prevailing bid. The prevailing bid represents an approximately
25% increase in value over the $3,800,000 bid submitted by the
stalking horse purchaser -- Interstate Companies, Inc.
The Debtors had consulted their advisors and counsel to the
Official Committee of Unsecured Creditors when making the
decision.
On Sept. 30, the Bankruptcy Court approved the bidding procedures
to govern the sale of a certain parcel of real property located at
1300 Corporate Center Curve, Eagan, Minnesota.
Bankruptcy Judge Mary F. Walrath authorized the Debtors to provide
a break up fee to the stalking horse purchaser in the amount of
$20,000. The break up fee will be an allowed claim entitled to
administrative claim priority under Section 503(b)(1)(A) and
507(a)(2) of the Bankruptcy Code.
As reported in the TCR on Oct. 8, 2014, on Aug. 25, the Debtors
sold substantially all of their assets to Bridon Cordage LLC and
Heritage Trading Company, LLC and certain assets of Universal to
BCHU Acquisition LLC, an affiliate of Great Lakes Copper, Inc.
BCHU excluded, however, certain non-core assets from the sale,
including the real property. Universal owns the Minnesota
Property, which consists of the Debtors' main office along with
various phone, computer, and communications systems located
therein.
Since the Debtors are no longer operating as a going concern, the
Debtors and their estates have no need for the Minnesota Property.
In the event that Ameritas Life Insurance Company determine to
credit bid, Ameritas will be entitled to credit bid all or a
portion of the scheduled amount of Ameritas claim ($2,753,640).
The Court overruled objections to the motion, including that of
Ameritas, as successor by merger with Union Central Life Insurance
Company. Ameritas asserted that the sale motion prohibits a
credit bid.
The Debtors stated that it will afford to any qualifying bidder
due diligence access and the time and opportunity to conduct
reasonable due diligence.
About Universal Cooperatives
As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.
Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014. The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc. UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases
The cases are assigned to Judge Mary F. Walrath.
Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt. Heritage estimated less than $10
million in assets and debt.
The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.
Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.
The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.
US TELEPACIFIC: Moody Assigns B3 Rating on New $505MM Term Loan
---------------------------------------------------------------
Moody's Investors Service has assigned B3 ratings to U.S.
TelePacific Corp.'s proposed $505 million senior secured 1st lien
term loan due 2020 and $25 million senior secured revolver due
2019. The net proceeds will be used to refinance TelePacific's
existing debt. As part of the rating action, Moody's has also
affirmed the company's B3 Corporate Family Rating (CFR) and
changed the Probability of Default Rating (PDR) to Caa1-PD from
B3-PD given the all 1st lien debt structure. The outlook is
stable.
Issuer: U.S. TelePacific Corp
Corporate Family Rating (Local Currency), Affirmed B3
Probability of Default Rating, Changed to Caa1-PD from B3-PD
Senior Secured Bank Credit Facility (Local Currency), Assigned
B3, LGD3
Senior Secured Bank Credit Facility (Local Currency), Assigned
B3, LGD3
Outlook, Remains Stable
Ratings Rationale
TelePacific's B3 corporate family rating reflects its low margins,
modest free cash flows and the intense competitive pressure it
faces within its core markets. TelePacific faces tough competition
from incumbent carriers and cable companies who operate more
ubiquitous networks and offer broader service capabilities. The
rating is supported by TelePacific's position as the largest CLEC
in the California and Nevada markets, its progress in acquiring or
developing alternative network access assets and the potential for
higher margins and cash flow going forward. With recent
acquisitions, TelePacific has been able to strengthen its market
position and asset base, increase high speed data offerings and
reduce its dependency on ILECs for last-mile access.
The refinancing transaction will increase TelePacific's leverage
by approximately 0.2x to around 4.7x (Moody's adjusted) at year
end 2014. Moody's expects leverage to decline to around 4.5x
(Moody's adjusted) by year end 2015 driven by EBITDA growth.
Moody's expects the company to have good liquidity over the next
12-18 months supported primarily by the undrawn $25 million
revolver. Under the proposed terms of the refinancing, the new
credit facilities will have maximum net leverage and minimum
interest coverage covenants with approximately 20% cushion. There
are no debt maturities over the next year except for the mandatory
annual 1% amortization of the 1st lien term loan.
The ratings for the debt instruments reflect both the probability
of default of TelePacific, on which Moody's maintains a PDR of
Caa1-PD, and individual loss given default assessments. The credit
facilities are rated B3 (LGD3), in line with the CFR as the first
lien debt comprises the majority of the Company's external
liabilities.
The stable outlook reflects Moody's view that the company will
continue to achieve organic revenue growth in the low single digit
percentage range and continue to improve margins.
Moody's could raise TelePacific's ratings if adjusted Debt/EBITDA
leverage trends towards 4x and the company produces consistent,
positive free cash flow. Moody's would likely lower TelePacific's
ratings if revenues and EBITDA decline such that leverage exceeds
6x on a sustained basis. Additionally, evidence of liquidity
pressure or the failure to successfully integrate acquired
businesses could lead to lower ratings.
U.S. TelePacific Corp. is a Competitive Local Exchange Carrier
(CLEC) serving small and medium-sized business ("SMB") customers
in markets across California, Nevada and Texas.
The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
VARIANT HOLDING: Gets Two-Week Breather From Foreclosure Action
---------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon in
Delaware granted a preliminary injunction sought by real estate
company Variant Holding Co. LLC, temporarily blocking a
foreclosure sale of properties owned by one of its non-debtor
subsidiaries. According to the report, Judge Shannon agreed to
halt foreclosure proceedings against non-debtor Royal Numeric FX
Investments LLC for 14 days, finding Variant would suffer
immediate harm if the properties were sold.
The adversary suit is Variant Holding Company LLC v. IMH Financial
Corp. et al, case number 1:14-ap-50861, in the same venue.
About Variant Holding
Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.
Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.
The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.
VERITEQ CORP: Needs More Time to File Form 10-Q, Expects Net Loss
-----------------------------------------------------------------
VeriTeQ Corporation was unable to file its quarterly report on
Form 10-Q for the period ended Sept. 30, 2014, within the
prescribed time because of the additional time required to
determine the proper accounting for numerous financing related
transactions that have occurred during the period, according to a
Form 12b-25 filed with the U.S. Securities and Exchange
Commission. These transactions are complex and require
significant review and valuation. The Company expects to file the
Form 10-Q on or about Nov. 19, 2014.
The Company expects to report a de minimus amount of revenue for
the quarter ended Sept. 30, 2014. Its net loss for the three and
nine months ended Sept. 30, 2014, is expected to be approximately
$0.9 million and $1.8 million, respectively, compared to a net
loss for the three and nine months ended Sept. 30, 2013, of $5.5
million and $8.4 million, respectively. The decrease in net loss
in the 2014 periods is primarily due to an increase in other
income (net of other expense) related to the valuation of
convertible debt and warrants, which are revalued at each
reporting period.
About VeriTeQ
VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment. VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care. VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time. For more information on VeriTeQ, please
visit www.veriteqcorp.com
Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012. As of June 30, 2014, the Company had $7.04 million
in total assets, $14.16 million in total liabilities and a $7.12
million total stockholders' deficit.
EisnerAmper LLP, in New York, 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 recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.
VERMILLION INC: Incurs $5.6 Million Net Loss in Third Quarter
-------------------------------------------------------------
Vermillion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.59 million on $323,000 of total revenue for the three months
ended Sept. 30, 2014, compared to a net loss of $2.31 million on
$330,000 of total revenue for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $15.13 million on $952,000 of total revenue compared
to a net loss of $7 million on $981,000 of total revenue for the
same period during the prior year.
As of Sept. 30, 2014, Vermillion had $18.40 million in total
assets, $5.83 million in total liabilities and $12.57 million in
total stockholders' equity.
"We have made excellent progress rebuilding our management team
and devising an expanded strategy, while maintaining operational
momentum in development projects and enhancing our commercial
capabilities," said James LaFrance; Chairman, president and CEO of
Vermillion, Inc.
"We are actively transforming ourselves from a diagnostics company
to a bio-analytical solutions company addressing a significantly
larger market opportunity. On our earnings call today we will
discuss the elements and timing of the phases of our
transformation."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/egdDi4
About Vermillion
Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.
The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091). Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP. Vermillion emerged from bankruptcy in
January 2010. The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.
Vermillion incurred a net loss of $8.81 million in 2013, a net
loss of $7.14 million in 2012 and a net loss of $17.79 million in
2011.
WAFERGEN BIO-SYSTEMS: Files Form 10-Q, Incurs $2.8MM Q3 Net Loss
----------------------------------------------------------------
WaferGen Bio-systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.78 million on $1.25 million of total revenue for
the three months ended Sept. 30, 2014, compared to a net loss of
$10.80 million on $389,547 of total revenue for the same period in
2013.
For the nine months ended Sept. 30, 2014, the Company reported
a net loss of $7.42 million on $4.38 million of total revenue
compared to a net loss of $17.75 million on $814,282 of total
revenue for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $23.50
million in total assets, $6.42 million in total liabilities and
$17.08 million in total stockholders' equity.
As of Sept. 30, 2014, the Company had $17,328,471 in unrestricted
cash and cash equivalents, and working capital of $16,980,732.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/QGrwMr
About WaferGen Bio-systems
Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research. Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.
WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.
SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.
WASTE INDUSTRIES: S&P Affirms 'B+' CCR & Revises Outlook to Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and all other ratings on Raleigh, N.C.-based Waste
Industries USA Inc. At the same time, S&P revised the outlook to
positive from stable.
"We believe Waste Industries' liquidity is likely to strengthen in
the near term, particularly if the company is able to refinance
its credit facility with one that increases the headroom under
financial covenants," said Standard & Poor's credit analyst James
Siahaan. In this case, S&P would likely raise its liquidity score
to "adequate" from "less than adequate," which could then allow
for a modest increase in the corporate credit rating.
The ratings on Waste Industries USA Inc. reflect S&P's
"satisfactory" business risk profile assessment, highlighted by
the company's participation in a recession-resistant industry, its
fair degree of vertical integration, and good profitability.
These strengths are partially offset by the company's modest scale
of operations and its geographic concentration in the Southeast
U.S. The ratings also reflect S&P's assessment of an "aggressive"
financial risk profile, as the company's adjusted debt to EBITDA
ratio tends to hover near the high end of the 4.0x to 5.0x range.
With $540 million of revenue for the 12 months ended Sept. 30,
2014, Waste Industries is one of the larger regional solid waste
services companies in the U.S. The company has more than 1
million customer endpoints in the residential, commercial, and
industrial segments. S&P believes that the company's degree of
revenue stability is favorable, given that much of its revenues
from collection operations are under contracts that last from one
to five years. The company has developed solid relationships with
municipal and commercial customers and is generally successful in
retaining contracts that approach expiration.
The outlook on Waste Industries U.S.A. Inc. is positive. S&P's
base-case scenario envisions Waste Industries strengthening its
pricing, continuing to generate solid profitability, and
refinancing its credit facility within the next few months. S&P
expects Waste Industries to maintain an FFO to debt ratio of about
12% to 15%. S&P believes the headroom under its financial
covenants will improve to the point that it would require a
greater than 15% drop in trailing-12-month EBITDA before a breach
occurs. If this scenario is realized, then S&P would likely
change the liquidity score of the company to "adequate," eliminate
S&P's use of the liquidity ratings modifier, and raise the
corporate credit rating by one notch.
"As indicated, we could raise the rating if headroom under the
maximum leverage covenant increases sufficiently for us to regard
liquidity as "adequate". We could also raise the rating if the
company's FFO to debt ratio becomes more solidly entrenched within
he "aggressive" financial risk profile designation, i.e., rising
to near 20%. In that case, we believe that our use of the
negative comparable rating analysis modifier may no longer be
warranted," S&P said.
"Although unlikely given stable industry dynamics and Waste
Industries' satisfactory competitive position, we could lower the
rating if the economy weakens and competitive dynamics materially
deteriorate, resulting in significantly lower prices and volumes.
We could also lower the rating if liquidity were to weaken
significantly as a result of limited covenant headroom, and the
company failed to take timely steps to improve its liquidity. A
downgrade would also result if the company undertakes larger-than-
anticipated acquisitions or shareholder rewards that result in FFO
to total debt dropping to and remaining below 12%. We do not
expect this ratio to reach this level unless acquisitions or
shareholder rewards are larger than anticipated," S&P noted.
WILLIAM HAWKINS: US Asks 9th Circ. to Rehear Lavish Spending Case
-----------------------------------------------------------------
Law360 reported that the United States asked the Ninth Circuit to
revisit en banc a September decision by a three-judge panel that
lavish spending habits aren't enough to prove willful tax evasion,
saying that the reversal created a split with several other
circuit courts. According to the report, the finding by two of
the appellate court's judges that the government needed to show
that former video game executive William M. Hawkins III had a
specific intent to evade taxes akin to a bad purpose to deny him a
discharge of some $29 million in federal and state taxes creates a
split with six circuits, the U.S. said in its petition.
XERIUM TECHNOLOGIES: Incurs $20.47-Mil. Net Loss in Q3
------------------------------------------------------
Xerium Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $20.47 million on $138.86 million of net sales for
the three months ended Sept. 30, 2014, compared with net income of
$2.1 million on $135.04 million of net sales for the same period
last year.
The Company's balance sheet at Sept. 30, 2014, showed $611.25
million in total assets, $662.4 million in total liabilities and a
stockholders' deficit of $51.15 million.
A copy of the Form 10-Q is available at:
http://is.gd/7Qg8BG
Xerium Technologies, Inc., headquartered in Youngsville, NC, is a
manufacturer and supplier of consumable products used primarily in
the production of paper such as paper machine clothing and roll
covers. Xerium generated revenues of $544 million for the twelve
months ended March 31, 2013.
* Attorney Charged With Forging Bankruptcy Judge's Signature
------------------------------------------------------------
Law360 reported that Jeffrey I. Stark, a Long Island attorney, has
been indicted on charges of forging a New York bankruptcy judge's
signature in a phony 2013 order, prosecutors said. According to
the report, Mr. Stark allegedly forged the signature on documents
for a couple who hired him to file a bankruptcy. The report said
the U.S. Department of Justice stated that client bankruptcy was
never actually opened in court.
The case is U.S. v. Stark, case number 14-cr-00572, in the U.S.
District Court for the Eastern District of New York.
* Ex-Lawyer Sentenced To 6 Years For Stealing Client Funds
----------------------------------------------------------
Law360 reported that a former attorney in Virginia was sentenced
to six years in federal prison and ordered to pay $1.1 million in
restitution after he admitted to stealing funds from his
bankruptcy clients and committing fraud schemes using credit cards
in the names of his mother and wife.
According to the report, citing the sentencing document, Michael
Eisner, 32, of Mastic, New York, was also sentenced to three years
of supervised release after his prison term, and must participate
in drug and mental health treatment programs.
* Rick Antonoff Joins Blank Rome's NY Office as Bankruptcy Partner
------------------------------------------------------------------
Blank Rome LLP on Nov. 17 disclosed that Rick Antonoff joined the
Firm as a Partner in the Finance, Restructuring, and Bankruptcy
group. Mr. Antonoff brings nearly 25 years of bankruptcy law
experience to the Firm, with added emphasis on cross-border cases
and insolvency issues arising in structured finance,
securitization, and derivatives. He is based in the Firm's New
York office.
"We are thrilled to welcome Rick to Blank Rome," said Alan J.
Hoffman, Chairman and Managing Partner. "With the economy
continuing to recover from the financial crisis, we are seeing
more leveraged and high-yield financings, more cross-border
transactions, more distressed investing, and more risk-taking as
lenders and investors look for new avenues for growth. Rick's
extensive experience advising top tier financial institution
creditors and investors makes him an excellent fit for our Firm
and our clients."
Mr. Antonoff joins Blank Rome from the Financial Restructuring
Group at Clifford Chance. In his practice, he represents secured
and unsecured creditors, official and ad-hoc committees,
investors, and other parties in bankruptcy proceedings, out-of-
court restructuring, commercial litigation, financing, and
distressed mergers and acquisitions.
Mr. Antonoff represented major creditors in some of the largest
Chapter 11 cases, including Arcapita, Refco, American Airlines, LA
Dodgers, GSC Group, Extended Stay Hotels, and HearUSA. He also
represented a member of the bank steering committee in several of
the monoline insurance company restructurings, including Ambac,
FGIC, and MBIA. Along with his work for leading financial
institutions, Mr. Antonoff advised private equity firms such as
Fortress and C-III Capital, and operating companies such as
Siemens, Mitsui, GDF Suez, and The Hisense Group (China). A
growing facet of his practice is cross-border bankruptcies and
transactions, especially in Latin America, where he was U.S.
bankruptcy counsel to Varig Airlines, and advises clients with
interests in the Argentina bonds litigation.
"With companies chasing higher returns and increasing their focus
on global expansion, Rick's years of restructuring and cross-
border experience will further strengthen the Firm's resources in
New York and provide enhanced capabilities in working with
businesses in foreign countries," said Regina Stango Kelbon,
Co-Chair of the Finance, Restructuring, and Bankruptcy group.
Mr. Antonoff added, "I'm excited to join a Firm that is known for
its strength in financial services and has a deep and nationally
recognized leading bankruptcy practice. Key areas that support my
practice -- banking and finance, commercial real estate,
structured finance, litigation, and M&A, to name a few -- are
strong here, and complement the work I do for my clients."
Mr. Antonoff received his JD, cum laude, from Cardozo Law School
where he was Senior Editor of Law Review, and his BA from
Binghamton University. He is a member of the Bankruptcy and
Corporate Reorganization Committee of the New York City Bar
Association, and Chair of the Subcommittee on Intercreditor
Issues; the Business Law Section of the American Bar Association;
and the American Bankruptcy Institute. He recently served as a
Board Member and Secretary of New York Junior Tennis & Learning,
the largest tennis and education-themed community not-for-profit
organization in the U.S.
About Blank Rome LLP
With 500 attorneys serving clients around the globe, Blank Rome --
http://www.BlankRome.com-- is an international law firm
representing businesses and organizations ranging from Fortune 500
companies to start-up entities. Founded in 1946, Blank Rome
advises clients on all aspects of their businesses, including
commercial and corporate litigation; consumer finance; corporate,
M&A, and securities; environmental, energy, and natural resources;
finance, restructuring, and bankruptcy; intellectual property and
technology; labor and employment; maritime, international trade
and government contracts; matrimonial; products liability, mass
torts, and insurance; real estate; tax, benefits, and private
client; and white collar defense and investigations. Blank Rome
also represents pro bono clients in a wide variety of cases and
matters.
* Large Companies With Insolvent Balance Sheet
----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
6D GLOBAL TECHNO SIXD US - (15.1) (15.1)
ABSOLUTE SOFTWRE ABT CN 138.4 (12.0) 2.2
ABSOLUTE SOFTWRE ABT2EUR EU 138.4 (12.0) 2.2
ABSOLUTE SOFTWRE OU1 GR 138.4 (12.0) 2.2
ABSOLUTE SOFTWRE ALSWF US 138.4 (12.0) 2.2
ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3)
ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3)
ADVENT SOFTWARE ADVS US 432.9 (76.3) (106.9)
ADVENT SOFTWARE AXQ GR 432.9 (76.3) (106.9)
AIR CANADA AIDEF US 10,545.0 (1,400.0) 164.0
AIR CANADA ACDVF US 10,545.0 (1,400.0) 164.0
AIR CANADA ADH2 GR 10,545.0 (1,400.0) 164.0
AIR CANADA ACEUR EU 10,545.0 (1,400.0) 164.0
AIR CANADA ADH2 TH 10,545.0 (1,400.0) 164.0
AIR CANADA AC CN 10,545.0 (1,400.0) 164.0
AIR CANADA-CL A AC/A CN 10,545.0 (1,400.0) 164.0
AIR CANADA-CL A AIDIF US 10,545.0 (1,400.0) 164.0
AIR CANADA-CL A ADH TH 10,545.0 (1,400.0) 164.0
AIR CANADA-CL A ADH GR 10,545.0 (1,400.0) 164.0
ALLIANCE HEALTHC AIQ US 468.1 (131.0) 59.7
AMC NETWORKS-A AMCX US 3,663.3 (388.0) 659.4
AMC NETWORKS-A AMCX* MM 3,663.3 (388.0) 659.4
AMC NETWORKS-A 9AC GR 3,663.3 (388.0) 659.4
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC 8AL TH 161.0 (39.4) (22.7)
ANGIE'S LIST INC ANGI US 161.0 (39.4) (22.7)
ANGIE'S LIST INC 8AL GR 161.0 (39.4) (22.7)
ARRAY BIOPHARMA ARRY US 139.1 (25.7) 68.9
ARRAY BIOPHARMA AR2 TH 139.1 (25.7) 68.9
AUTOZONE INC AZO US 7,517.9 (1,621.9) (960.5)
AUTOZONE INC AZOEUR EU 7,517.9 (1,621.9) (960.5)
AUTOZONE INC AZ5 TH 7,517.9 (1,621.9) (960.5)
AUTOZONE INC AZ5 GR 7,517.9 (1,621.9) (960.5)
AVALANCHE BIOTEC AAVL US 54.8 43.0 48.9
AVALANCHE BIOTEC AVU GR 54.8 43.0 48.9
AVID TECHNOLOGY AVID US 197.2 (341.2) (173.2)
BENEFITFOCUS INC BTF GR 141.0 (14.6) 52.3
BENEFITFOCUS INC BNFT US 141.0 (14.6) 52.3
BERRY PLASTICS G BP0 GR 5,419.0 (118.0) 654.0
BERRY PLASTICS G BERY US 5,419.0 (118.0) 654.0
BRP INC/CA-SUB V B15A GR 1,895.9 (44.8) 133.6
BRP INC/CA-SUB V BRPIF US 1,895.9 (44.8) 133.6
BRP INC/CA-SUB V DOO CN 1,895.9 (44.8) 133.6
BURLINGTON STORE BURL US 2,555.3 (140.1) 102.3
BURLINGTON STORE BUI GR 2,555.3 (140.1) 102.3
CABLEVISION SY-A CVY GR 6,563.7 (5,068.0) 158.9
CABLEVISION SY-A CVC US 6,563.7 (5,068.0) 158.9
CABLEVISION-W/I CVC-W US 6,563.7 (5,068.0) 158.9
CABLEVISION-W/I 8441293Q US 6,563.7 (5,068.0) 158.9
CADIZ INC CDZI US 56.0 (49.7) 3.0
CAESARS ENTERTAI C08 GR 24,491.5 (3,714.4) 1,363.3
CAESARS ENTERTAI CZR US 24,491.5 (3,714.4) 1,363.3
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CASELLA WASTE CWST US 656.6 (7.6) (11.6)
CATALENT INC CTLT US 3,090.2 (367.3) 234.5
CATALENT INC 0C8 TH 3,090.2 (367.3) 234.5
CATALENT INC 0C8 GR 3,090.2 (367.3) 234.5
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHOICE HOTELS CZH GR 664.2 (397.0) 206.0
CHOICE HOTELS CHH US 664.2 (397.0) 206.0
CIENA CORP CIEN TE 2,100.4 (45.2) 889.3
CIENA CORP CIE1 GR 2,100.4 (45.2) 889.3
CIENA CORP CIE1 TH 2,100.4 (45.2) 889.3
CIENA CORP CIEN US 2,100.4 (45.2) 889.3
CINCINNATI BELL CBB US 1,952.6 (584.4) 50.1
CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1
CIVITAS SOLUTION 1CI TH 1,031.5 (62.0) 66.1
CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1
CLEAR CHANNEL-A CCO US 6,383.9 (132.6) 376.9
CLEAR CHANNEL-A C7C GR 6,383.9 (132.6) 376.9
CLIFFS NATURAL R CVA GR 4,811.2 (177.3) 242.3
CLIFFS NATURAL R CLF US 4,811.2 (177.3) 242.3
CLIFFS NATURAL R CLF* MM 4,811.2 (177.3) 242.3
CLIFFS NATURAL R CVA TH 4,811.2 (177.3) 242.3
CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0)
CROWN BAUS CAPIT CBCA US 0.0 (0.0) (0.0)
DIPLOMAT PHARMAC DPLO US 338.9 30.1 (43.4)
DIPLOMAT PHARMAC 7DP GR 338.9 30.1 (43.4)
DIRECTV DIG1 GR 22,594.0 (5,557.0) 43.0
DIRECTV DTV US 22,594.0 (5,557.0) 43.0
DIRECTV DTV CI 22,594.0 (5,557.0) 43.0
DIRECTV DTVEUR EU 22,594.0 (5,557.0) 43.0
DOMINO'S PIZZA EZV GR 510.9 (1,281.7) 112.9
DOMINO'S PIZZA EZV TH 510.9 (1,281.7) 112.9
DOMINO'S PIZZA DPZ US 510.9 (1,281.7) 112.9
DUN & BRADSTREET DNB US 1,789.2 (1,083.4) (0.3)
DUN & BRADSTREET DB5 TH 1,789.2 (1,083.4) (0.3)
DUN & BRADSTREET DB5 GR 1,789.2 (1,083.4) (0.3)
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
EMPIRE RESORTS I LHC1 GR 46.1 (9.5) (7.2)
EMPIRE RESORTS I NYNY US 46.1 (9.5) (7.2)
EOS PETRO INC EOPTE US 1.7 (4.4) (5.6)
EXTENDICARE INC EXETF US 1,885.0 (7.2) 77.0
EXTENDICARE INC EXE CN 1,885.0 (7.2) 77.0
FAIRPOINT COMMUN FONN GR 1,524.8 (360.6) 20.9
FAIRPOINT COMMUN FRP US 1,524.8 (360.6) 20.9
FERRELLGAS-LP FEG GR 1,572.3 (111.6) 9.9
FERRELLGAS-LP FGP US 1,572.3 (111.6) 9.9
FMSA HOLDINGS IN FMSA US 1,447.5 (21.7) 271.3
FMSA HOLDINGS IN FM1 TH 1,447.5 (21.7) 271.3
FMSA HOLDINGS IN FM1 GR 1,447.5 (21.7) 271.3
FMSA HOLDINGS IN FMSAEUR EU 1,447.5 (21.7) 271.3
FREESCALE SEMICO FSL US 3,306.0 (3,593.0) 1,333.0
FREESCALE SEMICO 1FS GR 3,306.0 (3,593.0) 1,333.0
FREESCALE SEMICO 1FS TH 3,306.0 (3,593.0) 1,333.0
FRESHPET INC FRPT US 74.5 (34.2) 1.2
FRESHPET INC 7FP GR 74.5 (34.2) 1.2
GAMING AND LEISU GLPI US 2,595.4 (77.9) (44.2)
GAMING AND LEISU 2GL GR 2,595.4 (77.9) (44.2)
GENCORP INC GCY TH 1,749.7 (48.5) 70.2
GENCORP INC GCY GR 1,749.7 (48.5) 70.2
GENCORP INC GY US 1,749.7 (48.5) 70.2
GENTIVA HEALTH GHT GR 1,250.6 (285.7) 112.2
GENTIVA HEALTH GTIV US 1,250.6 (285.7) 112.2
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GDRZF US 29.9 (4.2) 9.9
GOLD RESERVE INC GRZ CN 29.9 (4.2) 9.9
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
HCA HOLDINGS INC HCA US 29,825.0 (6,018.0) 2,895.0
HCA HOLDINGS INC 2BH TH 29,825.0 (6,018.0) 2,895.0
HCA HOLDINGS INC 2BH GR 29,825.0 (6,018.0) 2,895.0
HD SUPPLY HOLDIN 5HD GR 6,714.0 (701.0) 1,438.0
HD SUPPLY HOLDIN HDS US 6,714.0 (701.0) 1,438.0
HERBALIFE LTD HLFEUR EU 2,364.5 (420.6) 508.8
HERBALIFE LTD HOO GR 2,364.5 (420.6) 508.8
HERBALIFE LTD HLF US 2,364.5 (420.6) 508.8
HOVNANIAN ENT-A HO3 GR 1,893.7 (443.1) 1,107.3
HOVNANIAN ENT-A HOV US 1,893.7 (443.1) 1,107.3
HOVNANIAN ENT-B HOVVB US 1,893.7 (443.1) 1,107.3
HOVNANIAN-A-WI HOV-W US 1,893.7 (443.1) 1,107.3
HUBSPOT INC 096 GR 52.1 (5.3) (22.1)
HUBSPOT INC HUBS US 52.1 (5.3) (22.1)
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
IHEARTMEDIA INC IHRT US 14,752.2 (9,315.2) 1,225.6
INCYTE CORP ICY GR 785.3 (89.6) 538.0
INCYTE CORP ICY TH 785.3 (89.6) 538.0
INCYTE CORP INCY US 785.3 (89.6) 538.0
INFOR US INC LWSN US 6,778.1 (460.0) (305.9)
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU JE US 1,570.4 (311.6) 159.7
JUST ENERGY GROU JE CN 1,570.4 (311.6) 159.7
JUST ENERGY GROU 1JE GR 1,570.4 (311.6) 159.7
L BRANDS INC LB US 6,870.0 (503.0) 1,119.0
L BRANDS INC LTD GR 6,870.0 (503.0) 1,119.0
L BRANDS INC LTD TH 6,870.0 (503.0) 1,119.0
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEE ENTERPRISES LEE US 828.2 (165.0) (26.0)
LORILLARD INC LO US 3,275.0 (2,155.0) 918.0
LORILLARD INC LLV GR 3,275.0 (2,155.0) 918.0
LORILLARD INC LLV TH 3,275.0 (2,155.0) 918.0
MANNKIND CORP NNF1 GR 386.8 (40.7) (100.3)
MANNKIND CORP MNKD US 386.8 (40.7) (100.3)
MANNKIND CORP NNF1 TH 386.8 (40.7) (100.3)
MARRIOTT INTL-A MAQ TH 6,847.0 (1,842.0) (1,186.0)
MARRIOTT INTL-A MAQ QT 6,847.0 (1,842.0) (1,186.0)
MARRIOTT INTL-A MAQ GR 6,847.0 (1,842.0) (1,186.0)
MARRIOTT INTL-A MAR US 6,847.0 (1,842.0) (1,186.0)
MDC PARTNERS-A MDCA US 1,707.3 (86.7) (256.5)
MDC PARTNERS-A MDZ/A CN 1,707.3 (86.7) (256.5)
MDC PARTNERS-A MD7A GR 1,707.3 (86.7) (256.5)
MERITOR INC MTOR US 2,502.0 (585.0) 254.0
MERITOR INC AID1 GR 2,502.0 (585.0) 254.0
MERRIMACK PHARMA MP6 GR 188.6 (99.9) 40.9
MERRIMACK PHARMA MACK US 188.6 (99.9) 40.9
MICHAELS COS INC MIM GR 1,716.0 (2,734.0) 493.0
MICHAELS COS INC MIK US 1,716.0 (2,734.0) 493.0
MONEYGRAM INTERN MGI US 4,600.2 (157.2) 87.1
MORGANS HOTEL GR MHGC US 684.8 (211.2) 124.9
MORGANS HOTEL GR M1U GR 684.8 (211.2) 124.9
MOXIAN CHINA INC MOXC US 4.9 (1.2) (4.0)
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
NATIONAL CINEMED NCMI US 993.6 (200.2) 51.8
NATIONAL CINEMED XWM GR 993.6 (200.2) 51.8
NAVISTAR INTL IHR TH 7,702.0 (4,046.0) 1,126.0
NAVISTAR INTL NAV US 7,702.0 (4,046.0) 1,126.0
NAVISTAR INTL IHR GR 7,702.0 (4,046.0) 1,126.0
NORTHWEST BIO NWBO US 12.6 (29.9) (30.0)
NORTHWEST BIO NBYA GR 12.6 (29.9) (30.0)
OMEROS CORP 3O8 GR 25.3 (26.6) 9.0
OMEROS CORP OMER US 25.3 (26.6) 9.0
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
PALM INC PALM US 1,007.2 (6.2) 141.7
PBF LOGISTICS LP 11P GR 360.0 (47.3) 15.6
PBF LOGISTICS LP PBFX US 360.0 (47.3) 15.6
PHILIP MORRIS IN PMI SW 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN 4I1 TH 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN PM1CHF EU 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN 4I1 QT 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN 4I1 GR 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN PM US 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN PM1EUR EU 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN PM1 TE 35,401.0 (8,677.0) (356.0)
PHILIP MORRIS IN PM FP 35,401.0 (8,677.0) (356.0)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PGEM US 1,304.9 (73.5) 238.9
PLY GEM HOLDINGS PG6 GR 1,304.9 (73.5) 238.9
PROTALEX INC PRTX US 0.8 (9.1) 0.4
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
PROTEON THERAPEU PRTO US 27.1 14.6 19.9
QUALITY DISTRIBU QDZ GR 445.6 (35.6) 115.6
QUALITY DISTRIBU QLTY US 445.6 (35.6) 115.6
QUINTILES TRANSN QTS GR 3,106.7 (536.2) 511.8
QUINTILES TRANSN Q US 3,106.7 (536.2) 511.8
RADNET INC PQIA GR 738.4 (2.8) 60.7
RADNET INC RDNT US 738.4 (2.8) 60.7
RAYONIER ADV RYQ GR 1,246.3 (13.4) 167.3
RAYONIER ADV RYAM US 1,246.3 (13.4) 167.3
REGAL ENTERTAI-A RETA GR 2,553.5 (755.1) 6.5
REGAL ENTERTAI-A RGC* MM 2,553.5 (755.1) 6.5
REGAL ENTERTAI-A RGC US 2,553.5 (755.1) 6.5
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTPATH INC PRM US 208.0 (91.7) 3.6
REVLON INC-A REV US 1,912.6 (570.6) 300.9
REVLON INC-A RVL1 GR 1,912.6 (570.6) 300.9
RITE AID CORP RAD US 6,959.3 (1,906.5) 1,783.1
RITE AID CORP RTA GR 6,959.3 (1,906.5) 1,783.1
RITE AID CORP RTA TH 6,959.3 (1,906.5) 1,783.1
ROCKWELL MEDICAL RMTI US 23.9 (5.5) 2.6
ROCKWELL MEDICAL RWM TH 23.9 (5.5) 2.6
ROCKWELL MEDICAL RWM GR 23.9 (5.5) 2.6
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING RYI US 2,001.1 (108.5) 734.8
RYERSON HOLDING 7RY GR 2,001.1 (108.5) 734.8
RYERSON HOLDING 7RY TH 2,001.1 (108.5) 734.8
SALLY BEAUTY HOL S7V GR 2,030.0 (347.1) 640.6
SALLY BEAUTY HOL SBH US 2,030.0 (347.1) 640.6
SBA COMM CORP-A SBAC US 7,809.0 (297.6) (671.8)
SBA COMM CORP-A SBJ TH 7,809.0 (297.6) (671.8)
SBA COMM CORP-A SBJ GR 7,809.0 (297.6) (671.8)
SILVER SPRING NE SSNI US 552.9 (139.0) 82.8
SILVER SPRING NE 9SI TH 552.9 (139.0) 82.8
SILVER SPRING NE 9SI GR 552.9 (139.0) 82.8
SIRIUS XM CANADA XSR CN 329.4 (87.2) (161.7)
SIRIUS XM CANADA SIICF US 329.4 (87.2) (161.7)
SPARK ENERGY-A SPKE US 86.5 (0.9) (9.4)
SPORTSMAN'S WARE SPWH US 292.3 (44.5) 76.1
SPORTSMAN'S WARE 06S GR 292.3 (44.5) 76.1
SUPERVALU INC SJ1 GR 4,486.0 (634.0) 92.0
SUPERVALU INC SVU* MM 4,486.0 (634.0) 92.0
SUPERVALU INC SJ1 TH 4,486.0 (634.0) 92.0
SUPERVALU INC SVU US 4,486.0 (634.0) 92.0
THERAVANCE THRX US 553.7 (193.1) 237.4
THERAVANCE HVE GR 553.7 (193.1) 237.4
TRANSDIGM GROUP T7D GR 6,756.8 (1,556.1) 1,103.7
TRANSDIGM GROUP TDG US 6,756.8 (1,556.1) 1,103.7
TRAVELPORT WORLD TVPT US 3,016.0 (1,069.0) (262.0)
TRAVELPORT WORLD 1TW TH 3,016.0 (1,069.0) (262.0)
TRAVELPORT WORLD 1TW GR 3,016.0 (1,069.0) (262.0)
TRINET GROUP INC TN3 GR 1,393.3 (48.9) 17.3
TRINET GROUP INC TNET US 1,393.3 (48.9) 17.3
UNISYS CORP UIS1 SW 2,279.4 (521.2) 343.9
UNISYS CORP USY1 TH 2,279.4 (521.2) 343.9
UNISYS CORP USY1 GR 2,279.4 (521.2) 343.9
UNISYS CORP UISEUR EU 2,279.4 (521.2) 343.9
UNISYS CORP UISCHF EU 2,279.4 (521.2) 343.9
UNISYS CORP UIS US 2,279.4 (521.2) 343.9
VECTOR GROUP LTD VGR US 1,643.4 (7.9) 561.5
VECTOR GROUP LTD VGR QT 1,643.4 (7.9) 561.5
VECTOR GROUP LTD VGR GR 1,643.4 (7.9) 561.5
VENOCO INC VQ US 736.8 (139.5) (777.3)
VERISIGN INC VRS GR 2,207.4 (748.8) (326.3)
VERISIGN INC VRS TH 2,207.4 (748.8) (326.3)
VERISIGN INC VRS QT 2,207.4 (748.8) (326.3)
VERISIGN INC VRSN US 2,207.4 (748.8) (326.3)
VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8)
VERSO PAPER CORP VRS US 1,037.1 (549.4) 28.0
VIRGIN AMERICA I VA US 876.0 (313.0) 19.0
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WW6 GR 1,558.3 (1,357.7) 60.6
WEIGHT WATCHERS WTW US 1,558.3 (1,357.7) 60.6
WEIGHT WATCHERS WTWEUR EU 1,558.3 (1,357.7) 60.6
WEIGHT WATCHERS WW6 TH 1,558.3 (1,357.7) 60.6
WEST CORP WT2 GR 3,929.2 (684.9) 284.7
WEST CORP WSTC US 3,929.2 (684.9) 284.7
WESTMORELAND COA WME GR 1,578.5 (264.3) 101.2
WESTMORELAND COA WLB US 1,578.5 (264.3) 101.2
XERIUM TECHNOLOG XRM US 611.2 (51.2) 102.1
XERIUM TECHNOLOG TXRN GR 611.2 (51.2) 102.1
XOMA CORP XOMA US 70.9 (18.1) 28.5
XOMA CORP XOMA GR 70.9 (18.1) 28.5
XOMA CORP XOMA TH 70.9 (18.1) 28.5
YRC WORLDWIDE IN YRCW US 2,046.6 (361.2) 195.9
YRC WORLDWIDE IN YEL1 TH 2,046.6 (361.2) 195.9
YRC WORLDWIDE IN YEL1 GR 2,046.6 (361.2) 195.9
*********
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, Psyche A. Castillon, 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
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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
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
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