/raid1/www/Hosts/bankrupt/TCR_Public/141124.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, November 24, 2014, Vol. 18, No. 327
Headlines
1058 SOUTHERN: SilvermanAcampora Approved as Counsel
1839688 ALBERTA ULC: Moody's Rates $252MM 3rd Lien Notes B3
357 WILSON: Gets Approval to Reject Contract With Transwestern
357 WILSON: Added Three in List of Largest Unsecured Creditors
AARON VASA: Accounts Management Claim Excepted From Discharge
ABLE BODY: Trustee Says Bank Failed to Stop Suspicious Banking
AEREO INC: Streaming-TV Startup Seeks Bankruptcy
AEREO INC: Proposes Key Employee Incentive Plan
AEREO INC: Proposes Prime Clerk as Claims Agent
AEREO INC: Case Summary & 40 Largest Unsecured Creditors
AFFIRMATIVE INSURANCE: Incurs $17.7 Million Net Loss in Q3
ALCO STORES: Gets Only One Offer; Vinton Store to Close
ALCO STORES: Creditors' Panel Hires Cooley LLP as Lead Counsel
ALLIED IRISH: Has c.523 Billion Ordinary Shares in Issue
AMINCOR INC: Incurs $3.9 Million Net Loss in Third Quarter
AMPLIPHI BIOSCIENCES: Amends 73.3 Million Shares Prospectus
ARAMID ENTERTAINMENT: Taps O'Connor Davies as Financial Advisors
ARCH COAL: Bank Debt Trades at 11% Off
ARCHDIOCESE OF MILWAUKEE: Creditors to Get Insurance Ruling
ARIZONA LA CHOLLA: TFCU Asks Court to Deny Plan Outline
ARMORWORKS ENTERPRISES: Being Sold to Littlejohn Capital in Plan
ASR 2401: Files Schedules of Assets and Liabilities
ASR 2401: List of 20 Largest Unsecured Creditors
AUXILIUM PHARMACEUTICALS: Endo Deal Expected to Close By Q1 2015
AUXILIUM PHARMACEUTICALS: Amends Merger Agreement With Endo
AUXILIUM PHARMACEUTICALS: Presents Xiaflex and STENDRA Meetings
AVALON OIL: Files Fourth Amendment to FY Ended March 31 Report
AVIS BUDGET: 2010-6 Amendment No Impact on Moody's B1 Rating
AVT INC: Incurs $6.95-Mil. Net Loss in FY 2013
BANK OF THE CAROLINAS: Amends Registration Rights Agreement
BANK OF THE CAROLINAS: Posts $370,000 Net Income in 3rd Quarter
BAXANO SURGICAL: Seeks to Tap Hercules' DIP Loan, Cash Collateral
BAXANO SURGICAL: Names John Palmer as Restructuring Officer
BAXANO SURGICAL: Hires Stevens & Lee as Local Delaware Counsel
BERRY PLASTICS: Appoints 2 Division Presidents
BIOFUELS POWER: Reports Net Loss in Sept. 30 Quarter
BON-TON STORES: Incurs $11 Million Net Loss in Third Quarter
BON-TON STORES: Declares Dividends of 5 Cents Per Share
BROADWAY FINANCIAL: CJA Holds 9% Stake as of Oct. 16
BUCCANEER ENERGY: Collects $21 Million From Alaska
CAESARS ENTERTAINMENT: Continuing Restructuring Discussions
CAESARS ENTERTAINMENT: Bank Debt Due March 2017 Trades at 9% Off
CAESARS ENTERTAINMENT: Plans Splitting Into REIT, Operating Co.
CALX RESOURCES: Voluntary Chapter 11 Case Summary
CEETOP INC: Incurs $132,000 Net Loss for Third Quarter
CEETOP INC: Amends Third Quarter 2013 Quarterly Report
CENTRAL OKLAHOMA: Approved to Implement Cash Collateral Order
CHASSIX INC: Moody's Lowers Corporate Family Rating to Caa2
CHINA PRECISION: Incurs $6.79-Mil. Net Loss in Sept. 30 Quarter
CHINA TELETECH: Incurs $307,000 Net Loss in Third Quarter
CITIZENS SECURITY: A.M. Best Raises FSR to 'B+(Good)'
COATES INTERNATIONAL: Inks Securities Purchase Pact With Auctus
COLT DEFENSE: Chief Operating Officer Resigns
COLT DEFENSE: Obtains $70-Mil. Loan Facility From Morgan Stanley
CORD BLOOD: Reports $1.5 Million Net Income in Third Quarter
CORINTHIAN COLLEGES: To Sell Campuses to Zenith Education
CROSSFOOT ENERGY: Voluntary Chapter 11 Case Summary
CROSSFOOT ENERGY: Fails to Sell Assets, Files for Chapter 11
CROSSFOOT ENERGY: Seeks to Use Prosperity's Cash Collateral
CTI BIOPHARMA: Reports $4.6-Mil. Net Income for Third Quarter
CUBIC ENERGY: Incurs $989,000 Net Loss in Sept. 30 Quarter
CULLEN/FROST BANKERS: Fitch to Drop BB+ Preferred Stock Rating
DEE ALLEN: Bingham County Directed to Remit Tax Sale Proceeds
DENDREON CORP: Five Members Named to Creditors' Committee
DENDREON CORP: Employs AlixPartners as Restructuring Advisors
DENDREON CORP: Has Until Jan. 9 to File Schedules
DI PURCHASER: Moody's Assigns B3 Corporate Family Rating
DIALOGIC INC: Reports $361,000 Net Loss for Third Quarter
DIALOGIC INC: Tennenbaum Capital Reports 90.6% Equity Stake
DIALOGIC INC: Files Post-Effective Amendment to Form S-3
DOLPHIN DIGITAL: Incurs $536,000 Net Loss in Third Quarter
DR. TATTOFF: Reports $2.3 Million Net Loss for Third Quarter
DUNE ENERGY: Incurs $3.7 Million Net Loss in Third Quarter
DYAX CORP: Incurs $816K Net Loss for Sept. 30 Quarter
ECO BUILDING: Reports $532,000 Net Income in Sept. 30 Quarter
EFT HOLDINGS: Posts $302,000 Net Income in Second Quarter
EL PASEO BANK: First California Bank Failure in Two Years
ELEPHANT TALK: Reports $2.4 Million Revenue in Third Quarter
ERF WIRELESS: Posts $655,000 Net Income for Third Quarter
ERICKSON INCORPORATED: Moody's Cuts Corporate Family Rating to B2
EXIDE TECHNOLOGIES: Makes Deal So Vernon Lead Plant Can Reopen
EXIDE TECHNOLOGIES: Trans Americas Business Unit Loses Customer
FOREST OIL: Shareholders OK Issuance of 163-Mil. Common Shares
FORTESCUE METALS: Bank Debt Trades at 6% Off
FOUNDATION HEALTHCARE: Posts $154,000 Net Income in 3rd Quarter
FOUR OAKS FINCORP: Files Form 10-Q, Reports $8.6MM Q3 Net Loss
FRAC TECH: Bank Debt Trades at 3% Off
FRED FULLER: Secured Creditor Objects to Cash Collateral Use
FRED FULLER: Hires Jeffrey Varsalone as Restructuring Officer
FRED FULLER: March 10 Established as General Claims Bar Date
FUEL PERFORMANCE: Posts $26,000 Net Income in Third Quarter
FUEL PERFORMANCE: Amends 26.2 Million Shares Resale Prospectus
FULLCIRCLE REGISTRY: Reports $165,000 Net Loss in 3rd Quarter
FUSION TELECOMMUNICATIONS: Incurs $123,000 Q3 Net Loss
GENAERA CORP: 3rd Circ. Urged to Rethink Reviving Investor Suit
GIGA-TRONICS INC: Reports $93,000 Net Income in Sept. 27 Quarter
GLYECO INC: Incurs $1.8 Million Net Loss in Third Quarter
GLYECO INC: Joshua Landes Reports 7.7% Stake as of Nov. 18
GREEN EARTH: Posts $1.1 Million Net Loss in Sept. 30 Quarter
GRIDWAY ENERGY: Exclusive Plan Filing Date Extended to Jan. 5
GT ADVANCED: Court Moves Nov. 25 Settlement Hearing to Dec. 10
GT ADVANCED: Hires Hilco as Appraiser and Valuation Consultant
GT ADVANCED: Panel Hires Houlihan Lokey as Investment Banker
GT ADVANCED: Creditors' Panel Taps EisnerAmper LLP as Advisors
GT ADVANCED: Panel Hires Devine Millimet as Local Counsel
GT ADVANCED: Says Apple 'Dictated' Terms of Sapphire Deal
GUIDED THERAPEUTICS: Has $3 Million Net Loss in Third Quarter
GUIDED THERAPEUTICS: Clinical Studies Prove Advantage of LuviVa
HCSB FINANCIAL: Delays Form 10-Q, Expects to Report Q3 Net Loss
HD SUPPLY: Plans to Offer $1.2 Billion Senior Notes Due 2021
HD SUPPLY: Priced $1.2 Billion Senior Secured Notes Offering
HEALTHWAREHOUSE.COM INC: Incurs $605,000 Net Loss in 3rd Quarter
HOTEL OUTSOURCE: Reports $10,000 Profit for Third Quarter
HUTCHESON MEDICAL CENTER: Files for Ch. 11 in Georgia
HUTCHESON MEDICAL CENTER: Seeks to Use Regions' Cash Collateral
HUTCHESON MEDICAL: Case Summary & 30 Largest Unsecured Creditors
IMAGEWARE SYSTEMS: Conference Call Held to Discuss Q3 Results
IMPLANT SCIENCES: Reports $5.37 Million Net Loss for 3rd Quarter
INDEPENDENCE TAX II: Incurs $128,000 Net Loss in 2nd Quarter
INDEPENDENCE TAX II: Delays Filing of Q3 Form 10-Q
INDEPENDENCE TAX IV: Incurs $78,000 Net Loss in Third Quarter
INERGETICS INC: Incurs $4.87 Million Net Loss in Third Quarter
INFINITY ENERGY: Extends $1-Mil. Note Maturity to April 2015
INFINITY ENERGY: Incurs $5.6 Million Net Loss in 2013
INTELLICELL BIOSCIENCES: Incurs $3.5 Million Net Loss in Q3
INTELLIPHARMACEUTICS INT'L: Notes Launch of 5mg Focalin by Teva
INTELLIPHARMACEUTICS INT'L: Appoints New Chief Financial Officer
INTERMETRO COMMUNICATIONS: Reports $149,000 Net Loss for Q3
INTERMETRO COMMUNICATIONS: Hires SingerLewak as Accountants
INTERMETRO COMMUNICATIONS: Delays Q3 Form 10-Q for Review
INVERSIONES ALSACIA: Joint Plan & Outline Hearing Set for Dec. 4
IRISH BANK: Court Fixes May 31 Next Year as Claims Bar Date
IRONSTONE GROUP: Incurs $62,000 Net Loss in Third Quarter
ITT EDUCATIONAL: Auditor Walks Away Amid CEO Search
JAMESON STANFORD: Reports $364-K Net Loss in June 30 Quarter
JSC ALLIANCE BANK: Seeks Recognition of Merger Plan
JTB FAN: Files for Ch 11 to Stop Foreclosure on Pie Restaurant
KEMET CORP: Moody's Affirms Caa1 Corporate Family Rating
KINDER MORGAN: Fitch Raises Sr. Unsecured Ratings From 'BB+'
KIOR INC: Employs Guggenheim as Investment Banker
KIOR INC: Hires Alvarez & Marsal as Financial Advisor
KOREY KAY & PARTNERS: Voluntary Chapter 11 Case Summary
KU6 MEDIA: Annual General Shareholders' Meeting Set for Dec. 18
LATEX FOAM: Hires C-Suite to Provide Consulting Services
LATTICE INC: Reports $321,000 Net Loss for Third Quarter
LEHMAN BROTHERS: Unit's Trustee Mulls Ending Curacao Bankruptcy
LEO MOTORS: Incurs $474,000 Net Loss in Third Quarter
LEVEL 3: Proposes to Sell $600 Million Senior Notes
LIBERATOR INC: Reports $84,000 Net Loss for Sept. 30 Qtr.
LLS AMERICA: Trustee May Clawback Payments to Johansons
LOFINO PROPERTIES: Court Approves Sale of Property and Settlement
MARINA BIOTECH: Reports $7.1 Million Net Loss for Third Quarter
MEDICAL ALARM: Incurs $62,000 Net Loss in Sept. 30 Quarter
MGM RESORTS: To Issue $1.1 Billion Senior Notes Due 2023
MGM RESORTS: Fitch Rates $1BB Unsecured Notes Due 2023 'BB/RR2'
MGM RESORTS: Moody's Rates Proposed $1BB Sr. Unsecured Notes B3
MINT LEASING: Reports $12.4 Million Net Loss for Third Quarter
MISSISSIPPI PHOSPHATES: Taps Stillwater Advisory to Provide CRO
MJC AMERICA: Can Employ Damages Expert for Gree Litigation
MMRGLOBAL INC: Reports $1.9 Million Revenues in Third Quarter
MONROE HOSPITAL: Supports Assets Sale to Prime Healthcare
MSI CORP: Bankruptcy Court Confirms Plan of Reorganization
MUSCLEPHARM CORP: Posts $602,000 Net Income in Third Quarter
N-VIRO INTERNATIONAL: Incurs $487,000 Net Loss in Third Quarter
NATIONS INSURANCE: A.M. Best Raises FSR to 'B+(Good)'
NATIVE WHOLESALE: Chiampou Travis Okayed as Trustee's Accountant
NATIVE WHOLESALE: Zdarsky Sawicki to Litigate Avoidance Actions
NATURAL MOLECULAR: Trustee Can Hire Perkins Coie as Counsel
NATURAL MOLECULAR: Trustee Taps H&W as Special Counsel
NAUTILUS HOLDINGS: Targeting January Confirmation of Plan
NAUTILUS HOLDINGS: Plan Solicitation Period Expires Feb. 10
NET ELEMENT: Unit Signs Factoring Agreement With Bank Otkritie
NET TALK.COM: Needs More Time to File Form 10-Q
NETWORK CN: Incurs $273,000 Net Loss in Third Quarter
NICHOLS CREEK: Hires CBRE's Bobby Gatling as Real Estate Agent
NII HOLDINGS: Addresses UST Objection to Bonus Program
NORD RESOURCES: Delays Form 10-Q for June 30 Quarter
NORTHEAST WIND: Proposed Sale No Impact on Moody's Ba3 Rating
OCZ TECHNOLOGY: Judge Delays Deal for Trustee to Probe Claims
ORCKIT COMMUNICATIONS: Temporary Liquidator Files 2nd Report
OXYSURE SYSTEMS: Reports $462,000 Net Loss for Third Quarter
PACIFIC GOLD: Needs More Time to File Q3 Form 10-Q
PLANDAI BIOTECHNOLOGY: Reports $611,000 Net Loss for Q3
PLASTIC2OIL INC: Sells $1 Million Promissory Note to CEO
POSITIVEID CORP: Delays Q3 Form 10-Q for Review
POSITRON CORP: Incurs $1.4 Million Net Loss in Third Quarter
PRA HEALTH: Moody's Affirms B2 CFR & Changes Outlook to Stable
PRESIDENTIAL REALTY: Reports $730,000 Net Loss for Third Quarter
PRESSURE BIOSCIENCES: Reports $1 Million Net Loss for 3rd Quarter
PSL-NORTH AMERICA: Hearing Today on Exclusivity Extensions
PSL-NORTH AMERICA: Wants Agoura Hills' Claim Valued at $3.8MM
PVA APARTMENTS: Concord Wants Receiver Excused from Compliance
Q HOLDING: Moody's Assigns B3 CFR & B3 Rating to 1st Lien Debt
QUEST SOLUTION: Agrees to Buy BCS for $11 Million
REALOGY CORP: To Sell $300 Million Senior Notes Due 2021
RED PEPPER: Files for Bankruptcy; Meeting of Creditors Dec. 4
REDPRAIRIE CORP: Bank Debt Trades at 7% Off
REICHHOLD HOLDINGS: Meeting of Creditors Set for Dec. 17
REICHHOLD HOLDINGS: CDG Reacts to Committee's Fee Objection
RND ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
ROMAN INVESTMENT: Files for Chapter 11 Bankruptcy Protection
ROUSE PROPERTIES: Has $26.4-Mil. Net Loss for Q3
RUBICON PROJECT: Incurs $4.62-Mil. Net Loss for Q3
SALON MEDIA: Incurs $1.2 Million Net Loss in Third Quarter
SCICOM DATA: Files Supplemental Schedule F
SEADRILL LTD: Bank Debt Trades at 8% Off
SEARS HOLDINGS: Fitch Rates $625-Mil. Unsecured Notes 'C/RR6'
SHIROKIA DEVELOPMENT: Taps DelBello Donnellan as Attorneys
SISTER 2 SISTER: Case Dismissed, Has Until Nov. 28 to Appeal
SMITH MICRO: Posts $1.14-Mil. Net Loss in Sept. 30 Quarter
SONNEBORN HOLDINGS: Moody's Affirms B1 Corporate Family Rating
SUN BANCORP: Hires Nicos Katsoulis as Chief Lending Officer
THERAPEUTICSMD INC: Files Copy of Investor Presentation with SEC
TRANS ENERGY: Reports $7.3 Million Net Loss for Third Quarter
TRIBUNE CO: 2nd Circ. Probes Reach of Bankruptcy Safe Harbors
TRISTAR WELLNESS: Incurs $480,000 Net Loss in Third Quarter
TRUMP ENTERTAINMENT: Judge Threatens to Kick Casino Out of Ch. 11
TRUMP ENTERTAINMENT: Committee Proposes PwC as Fin'l Advisor
TRUMP ENTERTAINMENT: Committee Taps Schultz as Co-Counsel
UNIVERSAL SOLAR: Incurs $248,000 Net Loss in Third Quarter
US FOODS: Posts $36.9-Mil. Net Loss for Sept. 27 Quarter
UTSTARCOM HOLDINGS: Reports $8.2 Million Net Loss for Q3
VALLECITO GAS: Trustee Loses 5th Cir. Appeal Over Hogback Lease
VANDA PHARMACEUTICALS: Has $1.43-Mil. Net Loss in Third Quarter
VERTICAL COMPUTER: Reports $985,000 Net Loss for Third Quarter
VICTORY ENERGY: Incurs $617,000 Net Loss in Third Quarter
VICAL INC: Posts $4.36-Mil. Net Loss for Third Quarter
VICTORY ENERGY: Obtains Default Waiver From Lender Until Dec. 1
VILLAGE AT KNAPP'S: Court Okays Dec. 30 Auction
WAFERGEN BIO-SYSTEMS: Stockholders OK Amendment to Stock Plan
WALTER ENERGY: To Exchange Shares, Cash for $52MM in Senior Notes
WALTER INVESTMENT: Bank Debt Trades at 8% Off
WILLIAM PARKER: Bridge Lender Can't Assess Default Interest Rate
WINDSOR PETROLEUM: Court Confirms Ch. 11 Reorganization Plan
WOODSIDE HOMES: Moody's Affirms B3 CFR & Rates Add-on Notes B3
WPCS INTERNATIONAL: Files Stock Certificate of Designations
WWC HOLDINGS: Moody's Assigns B2 CFR & Rates 1st Lien Loans B1
XG TECHNOLOGY: Has $4.28-Mil. Net Loss in Third Quarter
* Bankruptcy Fee Adjustments Coming Dec. 1
* Banks Should Seek Bankr. Stays for Repos, FDIC's Hoenig Says
* Junk Debt Default 'Benign' as New Sales Perk Up, Fitch Says
* Regulators Must Better Adapt Bankruptcy Code to Financial Firms
* Richmond Fed's Head Wants to End Implied Bank Safety Net
* BOND PRICING -- For Week From November 17 to 21, 2014
*********
1058 SOUTHERN: SilvermanAcampora Approved as Counsel
----------------------------------------------------
The Bankruptcy Court authorized 1058 Southern Blvd. Realty Corp.,
to employ SilvermanAcampora LLP as counsel.
To the best of the Debtor's knowledge, SilvermanAcampora is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The Court also ordered that SilvermanAcampora will apply any
remaining amounts of its prepetition retainer as a credit toward
postpetition fees and expenses.
About 1058 Southern Blvd. Realty Corp.
1058 Southern Blvd. Realty Corp., owner and operator of a mixed-
use multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on
Oct. 3, 2014. Miriam Shasho signed the petition as president of
the Debtor. The Debtor estimated assets of $10 million to $50
million and liabilities of $1 million to $10 million. The case is
assigned to Judge Robert E. Gerber. The Debtor has tapped Gerard
R. Luckman, Esq., at SilvermanAcampora, LLP, in Jericho, New York,
as counsel.
1839688 ALBERTA ULC: Moody's Rates $252MM 3rd Lien Notes B3
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to 1839688 Alberta
ULC's $252 million junior secured (third lien) notes. The notes
are guaranteed by Essar Steel Algoma Inc (ESA) and other
subsidiaries of ESA. These junior secured notes have been issued
in exchange for the 9.875% senior unsecured notes due March 15,
2015. The junior secured notes are pay-in-kind or cash at the
company's option. In addition, Moody's withdrew the Caa2 rating on
ESA's 9.375% senior secured notes due March 2015 and the C rating
on the 9.875% senior unsecured notes due June 2015. These notes
were repaid with the proceeds from ESA's recapitalization and
refinancing. Moody's also withdrew the B3 rating on the senior
secured third lien notes, which notes were not issued. All other
ratings remain unchanged, including the B2 Corporate Family Rating
(CFR). Moody's notes that the senior secured term loan and senior
secured notes were increased to $375 million. The outlook is
stable.
Issuer: 1839688 Alberta ULC
Assignments:
Senior Secured Regular Bond/Debenture (Foreign Currency),
Assigned B3, LGD4
Outlook Actions:
Outlook, Assigned Stable
Issuer: Essar Steel Algoma Inc.
Withdrawals:
Senior Secured Regular Bond/Debenture (Foreign Currency), B3,
LGD4
Senior Secured Regular Bond/Debenture (Foreign Currency)
Mar 15, 2015, Caa2, LGD2
Senior Unsecured Regular Bond/Debenture (Foreign Currency)
Jun 15, 2015, C, LGD5
Ratings Rationale
The B2 CFR reflects ESA's improved capital structure following its
refinancing and recapitalization, which results in lower debt
levels and a strengthened equity position. The recapitalization
also includes ESA's ultimate parent, Essar Global Fund Limited and
its affiliates, providing roughly $400 million in support through
a combination of an equity infusion, the conversion of existing
obligations into preferred stock and the purchase of ESA's Port of
Algoma. The refinancing will result in an approximate $240 million
reduction in debt and improved liquidity.
The CFR considers the improved debt protection metrics and reduced
leverage of the company as a result of both the reduction in
absolute debt levels and improved earnings generation capability
going forward. Based on Moody's assumptions of future run rate
performance, leverage, as measured by the debt/EBITDA ratio, would
range between 4.8x and 5.2. A critical factor in the improved
fundamentals expected for the company is the lower cost production
profile on a go forward basis as a result of the renegotiation of
ESA's iron ore supply contract with Cliffs Natural Resources. With
contract pricing now more in line with the market, ESA should
exhibit a more competitive profile and earnings capacity. Actions
in recent years to reduce costs and improve productivity will also
continue to benefit performance.
At the same time, the CFR reflects the single-site location, the
modest scale of the company (2.5 million tons produced in the year
ended March 31, 2014) and limited customer base. The rating also
considers ESA's greater dependency on predominately commodity
grades of steel. Although ESA has some value added steel
production, plate shipments have only represented about 14% on
average in recent years. Consequently the ability to achieve and
sustain lower cost levels is critical to enhanced earnings
capability
Under Moody's loss given default methodology, the Ba2 rating on
the ABL revolver reflects its superior position in the capital
structure and the expectation of significant recovery given the
first priority claim on receivables and inventory among other
current assets. The Ba3 rating on both the term loan and senior
secured notes, which are secured principally by plant, property
and equipment and other non- current assets and have a second lien
on the collateral securing the ABL revolver, has a similarly good
recovery position in the debt waterfall although not as strong as
the ABL revolver facility. The ABL facility has a second lien on
the collateral securing the term loan and the senior secured
notes. The B3 rating on the junior secured notes reflects the
subordination of these instruments to a considerable amount of
other secured debt and the expectation of a considerable loss in
value in a default scenario.
The ABL revolver, term loan and secured notes benefit from the
loss absorption capacity of ESA's junior secured debt, as well as
pension obligations and accounts payable.
The stable outlook reflects Moody's expectation that the ESA will
be able sustain an improved operating performance and debt
protection metrics given its more competitive cost structure and
the reduced level of debt in its capital structure. The outlook
also assumes that steel production levels and prices will evidence
less volatility over the next twelve to eighteen months than
experienced in recent years.
Given the single site location and cyclical nature inherent in the
steel industry, upward rating movement is unlikely over the next
twelve to eighteen months. However, should the company be able to
sustain leverage, as measured by the debt/EBITDA ratio of no more
than 4x and EBIT/interest of at least 3.5x, positive rating
momentum could result. Downward rating pressure would arise should
debt/EBITDA be sustained above 5x or EBIT/interest be less than
3x.
Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an
integrated steel producer. Approximately 80% to 85% of ESA's sales
are sheet products with plate products accounting for the balance.
For the 12 months ending June 30, 2014, ESA generated revenues of
C$1.7 billion.
The principal methodology used in these ratings was Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
357 WILSON: Gets Approval to Reject Contract With Transwestern
--------------------------------------------------------------
The U.S. Bankruptcy in New Jersey has authorized the rejection of
a management agreement dated May 1, 2014, between 357 Wilson
Avenue LLC and Transwestern Commercial Services New York, LLC.
About 357 Wilson
357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New
Jersey, on Sept. 16, 2014.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
less than $10 million in debt.
The case is assigned to Judge Rosemary Gambardella.
The Debtor is represented by Brian W. Hofmeister, Esq., at
McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as
counsel.
Fernando Vidal, the managing member and owner, signed the
bankruptcy petition.
357 WILSON: Added Three in List of Largest Unsecured Creditors
--------------------------------------------------------------
357 Wilson Avenue, LLC, filed with the Bankruptcy Court amended
list of list of creditors holding 20 largest unsecured claims to
reflect the addition of creditors Amelia Anastasia, Transwestern
Commercial Service and Tyco Integrated Security in the list.
The list now disclosed:
Name of Creditor Nature of Claim Amount of Claim
---------------- --------------- ---------------
Amelia Anastasia $167
City of Newark Tax Bill $150,044
Conrail $3,500
Jersey Landscape Vendor $23,000
MAC $85,000
Newark Professional Fire Vendor $25,000
Protection
PNC Bank National Judgment $20,000
Association
Transwestern Commercial $5,000
Service
Tyco Intergrated Security Vendor $8,984
The original list showed City of Newark, MAC, Newark Professional,
Jersey Landscape, PNC Bank National, and Conrail as the Debtor's
unsecured creditors.
In a separate filing, the Debtor also filed amended schedules.
Copies are available at:
http://bankrupt.com/misc/357WilsonAvenue_33_amendedSAL_B.pdf
http://bankrupt.com/misc/357WilsonAvenue_38_amendedSAL_A.pdf
http://bankrupt.com/misc/357WilsonAvenue_41_amendedSAL_F.pdf
About 357 Wilson Avenue, LLC
357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New
Jersey, on Sept. 16, 2014.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
less than $10 million in debt.
The case is assigned to Judge Rosemary Gambardella.
The Debtor is represented by Brian W. Hofmeister, Esq., at
McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as
counsel.
Fernando Vidal, the managing member and owner, signed the
bankruptcy petition.
AARON VASA: Accounts Management Claim Excepted From Discharge
-------------------------------------------------------------
Bankruptcy Judge Charles L. Nail, Jr. granted Accounts Management
Inc.'s motion for summary judgment and held that its claim for
$70,063.54 is excepted from discharge under 11 U.S.C. Sec.
523(a)(8)(A)(ii) in the Chapter 11 case of Aaron A. Vasa.
Vasa filed a chapter 13 bankruptcy petition (Bankr. S.Dak. Case
No. 14-40109) on March 19, 2014. On the Debtor's motion, the
Court converted the case from chapter 13 to chapter 11.
The case is, ACCOUNTS MANAGEMENT, INC. Plaintiff v. AARON A. VASA
Defendant, Adv. Proc. No. 14-04008 (Bankr. S.Dak.). A copy of
Judge Nail's Nov. 19, 2014 Decision is available at
http://is.gd/eilZIkfrom Leagle.com.
ABLE BODY: Trustee Says Bank Failed to Stop Suspicious Banking
--------------------------------------------------------------
Law360 reported that the Chapter 7 trustee for the bankruptcy
estate of seven Florida-based temporary staffing companies has
sued Synovus Bank over claims that it failed to stop irregular and
suspicious banking activities carried out by the companies'
original owners. According to the report, the trustee, Christine
Herendeen, in seven nearly identical complaints she filed Oct. 31,
claims Synovus put its own business interests ahead of its legal
duties, and as a result caused significant damage to the creditors
of Able Body Gulf Coast Inc. and the related companies owned by
Frank and Anne Mongelluzzi.
The cases are Herendeen v. Synovus Bank, Case Nos. 8:13-bk-06881,
8:13-bk-06868, 8:13-bk-06888, 8:13-bk-06866, 8:13-bk-06867, 8:13-
bk-06869, 8:13-bk-06899 in the 5893191-3 U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division.
AEREO INC: Streaming-TV Startup Seeks Bankruptcy
------------------------------------------------
Aereo Inc., the startup that grabbed over-the-air TV signals and
streamed them over the Internet to subscribers who paid $8 to $12
a month, has sought bankruptcy protection.
The Chapter 11 filing came five months after the U.S. Supreme
Court ruled the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act, and thus was violating
broadcasters' copyrights because it wasn't paying broadcasters any
fees.
Beginning in March 2012, shortly after the Debtor began operating
in New York, several major television broadcasting networks,
including ABC, CBS, NBC and other broadcasters, commenced actions
in district court seeking to enjoin the Debtor from allowing
consumers to stream over-the-air broadcast content to themselves
while the show was still airing solely on the asserted grounds
that such transmissions were public performances under the
Copyright Act. After an evidentiary hearing, the United States
District Court for the Southern District of New York denied the
preliminary injunction, finding that the Debtor's technology,
which enabled consumer transmission via individual antennas and
DVR recordings did not constitute a public performance under the
Copyright Act.
On June 25, 2014, the Supreme Court reversed the Second Circuit
and held that the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act. The Supreme Court remanded the
case to the District Court, which entered a preliminary injunction
on October 23, 2014 preventing the use of the Debtor's system for
playback while the underlying program was still airing.
The Debtor has complied with the injunction and stopped permitting
any transmission while the underlying program is airing. In fact,
as a result of the Supreme Court decision, the Debtor decided, in
its business judgment, to suspend offering its technology to
consumers.
Without customers, the current ability to provide services, or a
significant current source of revenue, the Debtor has taken
significant steps to materially reduce its operational overhead.
On Nov. 12, 2014, the Debtor laid off 74 employees, a majority of
its workforce, and closed down its operations centers in Boston.
Currently, the only remaining employees are 14 individuals whose
institutional knowledge and experience is necessary to achieving
the Debtor's goal of conducting a successful sale of substantially
all of its assets, recapitalizing or entering into a similar
restructuring transaction for the benefit of its creditors and
shareholders.
Current Business Activities
Ramon A. Rivera, the Secretary, Treasurer, and Chief Financial
Officer, explains that after ceasing its services to customers,
the Debtor's primary business operations have been devoted towards
defending against lawsuits by the Broadcasters seeking further and
permanent injunctive relief, damages, and penalties for alleged
copyright infringement. The Debtor has also been formulating new
legal strategies and potential new business models consistent with
the Supreme Court's decision.
Although the Broadcasters have not disclosed what amounts they are
seeking, the Debtor believes that if any damages were appropriate
they should be at the lowest end of statutory damages, which,
based on registrations produced to date in the New York cases, is
estimated to be less than $5 million.
Certain legal and regulatory issues relating to the Debtor's
business may be soon resolved for the Debtor, which will favorably
impact the vitality and value of the Debtor's technology and
business operations:
-- First, the Debtor has taken the position that it is entitled
to a "compulsory" statutory license under Section 111 of the
Copyright Act, based on the Supreme Court's decision that the
Debtor's contemporaneous transmissions are essentially identical
to those of a cable system. Thus, the Debtor has filed documents
and payments with the United States Copyright Office for a
compulsory license which, would result in there being no copyright
infringement claims against the Debtor.
-- Second, as recently as Oct. 28, 2014, Tom Wheeler, Chairman
of the Federal Communications Commission ("FCC"), proposed
potential rule changes that would give internet-based broadcasters
such as the Debtor the same classification as cable companies. If
the FCC changes its position, as Chairman Wheeler previewed, then
it may also be likely that the U.S. Copyright Office's position
regarding compulsory license eligibility for providers of linear
broadcast programming via the Internet would shift in the Debtor's
favor.
Faced with mounting litigation costs and operational concerns, on
Nov. 14, 2014, the Debtor's board of directors determined that it
would be in the best interests of the Debtor and its creditors and
shareholders to commence these Chapter 11 proceedings in order to
obtain necessary breathing room while it seeks to effectuate a
sale of all or substantially all of its assets, or to achieve a
recapitalization or similar restructuring transaction.
Assets & Liabilities
As of the Petition Date, the Debtor's reported total assets were
$20.5 million, and its total undisputed liabilities (primarily
trade debt) were $4.2 million. The Debtor's assets consist
primarily of its cash on hand, its equipment and technology, its
intellectual property portfolio and its business potential.
When the Debtor built its business, it raised approximately $95.6
million in venture equity. The Debtor used all of that funding
primarily to lease facilities and purchase equipment in each
market, hire staff, and develop, deploy, and market its product.
The Debtor was able to generate over $3 million in gross revenue
from its consumers before ceasing its operations.
First Day Motions
To enable the Debtor to operate effectively and preserve estate
value as it works toward its goal of consummating a sale of
substantially all of its assets, recapitalizing or entering into
some other reorganization transaction for the benefit of its
creditors and shareholders, the Debtor has requested various types
of relief in its "first day" motions and applications.
The Debtor on the Petition Date filed motions to, among other
things:
-- pay prepetition wages and employee expenses;
-- continue using their existing cash management system;
-- remit and pay sales and use taxes;
-- approve their key employee incentive plan; and
-- employ professionals in the ordinary course.
Aero has filed applications to employ William R. Baldiga, Esqa.,
at Brown Rudnick LLP, in New York, as counsel, and Prime Clerk LLC
as claims and notice agent. The Debtors are also seeking approval
to engage Argus Management Corp. to provide the services of Lawton
W. Bloom as Chief Restructuring Officer and Peter Sullivan and
Scott Dicus as Assistant Restructuring Officers.
About Aereo, Inc.
With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on internet-connected devices, such as personal
computers, tablet devices, and "smartphones." Aero provided to
each subscriber access, via the internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.
Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-13200) in Manhattan, New York, on Nov. 20, 2014.
The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel. The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers. Prime Clerk LLC is the claims and notice agent.
AEREO INC: Proposes Key Employee Incentive Plan
-----------------------------------------------
Aereo, Inc., seeks approval from the Bankruptcy Court of a key
employee incentive plan in order to motivate and incentivize key
employees to set forth an effort that will achieve the best and
highest price for the Debtor's assets.
The KEIP is narrow in scope and covers only 11 of 14 employees of
the Debtor. Each Key Employee can earn an incentive-based bonus
designed to achieve a successful transaction of the Debtor's
business or assets for the best and highest price.
Specifically, under the KEIP, Key Employees may earn a bonus in
the lesser amount of: (a) a Key Employee's respective share of 3%
of gross proceeds, or (b) 50% of a Key Employees Annual Base
Salary, to be paid within 21 days following closing of a Qualified
transaction to Key Employees who either (x) remain employed by the
Debtor on the date of the closing, or (y) are involuntarily
terminated without cause prior to the closing.
About Aereo, Inc.
With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on internet-connected devices, such as personal
computers, tablet devices, and "smartphones." Aero provided to
each subscriber access, via the internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.
Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The
Chapter 11 filing came five months after the U.S. Supreme Court
ruled the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act, and thus was violating
broadcasters' copyrights because it wasn't paying broadcasters any
fees.
The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel. The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers. Prime Clerk LLC is the claims and notice agent.
As of the Petition Date, the Debtor's reported total assets were
$20.5 million, and its total undisputed liabilities (primarily
trade debt) were $4.2 million.
AEREO INC: Proposes Prime Clerk as Claims Agent
-----------------------------------------------
Aereo, Inc., seeks approval from the Bankruptcy Court to hire
Prime Clerk LLC as its claims and noticing agent in the chapter 11
case.
Although it has not yet filed its schedules of assets and
liabilities, the Debtor anticipates that there will be in excess
of 700 entities to be noticed.
For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:
Hourly Rate
-----------
Analyst $30 to $50
Technology Consultant $70 to $95
Consultant $80 to $140
Senior Consultant $150 to $170
Director $180 to $195
For the firm's solicitation, balloting and tabulation services,
the rates are:
Hourly Rate
-----------
Solicitation Consultant $190 to $200
Director of Solicitation $210
The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing, and no charge for e-mail noticing. Hosting of
the case Web site is free of charge and on-line claim filing
services are free of charge. For data administration and
management, the firm will charge $0.10 per record per month for
data storage, maintenance and security.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $10,000.
The claims agent can be reached at:
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Attn: Shai Waisman
Tel: (212) 257-5450
About Aereo, Inc.
With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on internet-connected devices, such as personal
computers, tablet devices, and "smartphones." Aero provided to
each subscriber access, via the internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.
Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The
Chapter 11 filing came five months after the U.S. Supreme Court
ruled the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act, and thus was violating
broadcasters' copyrights because it wasn't paying broadcasters any
fees.
The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel. The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers. Prime Clerk LLC is the claims and notice agent.
As of the Petition Date, the Debtor's reported total assets were
$20.5 million, and its total undisputed liabilities (primarily
trade debt) were $4.2 million.
AEREO INC: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Aereo, Inc.
280 Summer Street, 4th Floor
Boston, MA 02210
Case No.: 14-13200
Type of Business: The Debtor is a technology company that provided
subscribers with the ability to watch live or
"time-shifted" local over-the-air broadcast
television on internet-connected devices, such
as personal computers, tablet devices, and
"smartphones."
Chapter 11 Petition Date: November 20, 2014
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: William R. Baldiga, Esq.
BROWN RUDNICK LLP
7 Times Square
New York, NY 10036
Tel: (212) 209-4800
Fax: (212) 209-4801
Email: wbaldiga@brownrudnick.com
Debtor's Chief Lawton W. Bloom
Restructuring ARGUS MANAGEMENT CORPORATION
Officer:
Debtor's Claims PRIME CLERK LLC
and Noticing
Agent:
Total Assets: $20.5 million as of the Petition Date
Total Liabilities: $4.2 million as of the Petition Date
The petition was signed by Ramon A. Rivera, secretary, treasurer,
and chief financial officer.
List of Debtor's 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Level 3 Communications Trade Claim $605,939
P.O. Box 910182
Denver, CO 80291-0182
Attn: Tara Abel
Tel: (814) 260-3026
Email: Tara.abel@level3.com
Quality Technology Services Trade Debt $520,980
12851 Foster Street
Overland Park, KS 66213
Attn: Darwin Shultz
Tel: (913) 312-2423
Email: Shultz@Qtsdatacenters.com
Google Inc. Trade Debt $309,421
1600 Amphitheatre Parkway
Mountain View, CA 94043-1351
Attn: Carmen Bonayon
Tel: (866) 954-0453 ext 8544
Fax: (650) 963-3574
Email: c.bonayon@google.com
Fish & Richardson P.C. Professional Fees $117,382
Bingham McCutchen LLP Professional Fees $105,000
Vanderbilt Associates Owners LP Trade Debt $74,282
Facebook, Inc. Trade Debt $62,617
NetBase Solutions, Inc. Trade Debt $62,603
Expedient Data Centers Trade Debt $59,028
Tribune Media Services, Inc. Trade Debt $48,480
Constantine Cannon, LLP Trade Debt $43,815
Kellogg, Huber, Hansen, Professional Fees $41,021
Todd, Evans & Figel
Bernhard, Jennifer T. Trade Debt $33,003
C7 Data Centers Trade Debt $29,887
Houston & Associates, LLP Professional Fees $29,834
ExactTarget, Inc. and Trade Debt $28,887
Subsidiaries
Vindicia Trade Debt $27,586
Womble Carlyle Sandridge & Professional Fees $26,435
Rice, LLP
Full Loyal Industrial Ltd. Trade Debt $26,110
American Broadcasting Cos., Inc. Litigation Party Unknown
CBS Broadcasting Inc. Litigation Party Unknown
CBS Studios Inc. Litigation Party Unknown
Community Television of Utah Litigation Party Unknown
Disney Enterprises, Inc. Litigation Party Unknown
Fox Broadcasting Company Litigation Party Unknown
Fox Television Stations, Inc. Litigation Party Unknown
KUTV License Litigation Party Unknown
NBC Studios, LLC Litigation Party Unknown
NBCUniversal Media, LLC Litigation Party Unknown
Nexstar Broadcasting Snow Litigation Party Unknown
Christiensen & Martineau
Public Broadcasting Service Litigation Party Unknown
Telemundo Network Group LLC Litigation Party Unknown
Thirteen Litigation Party Unknown
Twentieth Century Fox Film Corp. Litigation Party Unknown
Universal Network Television Litigation Party Unknown
Univision Network Limited Partn. Litigation Party Unknown
Univision Television Group, Inc. Litigation Party Unknown
WNET Litigation Party Unknown
WNJU-TV Broadcasting LLC Litigation Party Unknown
WPIX, Inc. Litigation Party Unknown
AFFIRMATIVE INSURANCE: Incurs $17.7 Million Net Loss in Q3
----------------------------------------------------------
Affirmative Insurance Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $17.75 million on $25.39 million of
total revenues compared to net income of $47.61 million on $53.31
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 $24.33 million on $117.89 million of total revenues
compared to net income of $42.85 million on $189.90 million of
total revenues for the nine months ended Sept. 30, 2013.
The Company's balance sheet at Sept. 30, 2014, showed $365.04
million in total assets, $491.59 million in total liabilities and
a $126.55 million total stockholders' deficit.
"The Company's recent history of recurring losses from operations
and its probable failure to comply with certain financial
covenants in its senior secured and subordinated credit facilities
in the foreseeable future raises 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/pcv03n
About Affirmative Insurance
Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets. Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors. Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.
Affirmative Insurance reported net income of $30.71 million on
$246.12 million of total revenues for the year ended Dec. 31,
2013, as compared with a net loss of $51.91 million on $209.76
million of total revenues in 2012.
KPMG LLP, in Dallas, 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's
recent history of recurring losses from operations and its
probable failure to comply with certain financial covenants in the
senior secured and subordinated credit facilities in 2014 raise
substantial doubt about its ability to continue as a going
concern.
ALCO STORES: Gets Only One Offer; Vinton Store to Close
-------------------------------------------------------
Published reports say that only one buyer made an offer for ALCO
Stores prior to a deadline past Monday. Chuck Morris at
Kmaland.com reports that the buyer is a liquidation company that
will manage a company-wide going out of business sale. According
to bankruptcy court records in Texas, the sale was scheduled to be
finalized on Nov. 20.
Dean Close at Vintoniowa.org relates that workers in Vinton, Iowa,
were informed on Tuesday that the local store is among Alco
centers the Company will close in 2015.
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. Michael Moore has been named consultant to
the Debtors.
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.
The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc. The Law Office of Judith W. Ross serve as local counsel to
the Committee.
ALCO STORES: Creditors' Panel Hires Cooley LLP as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alco Stores, Inc.
seeks authorization from the U.S. Bankruptcy Court for the
Northern District of Texas to retain Cooley LLP as lead counsel to
the Committee, nunc pro tunc to Oct. 22, 2014.
The Committee requires Cooley LLP to:
(a) attend the meetings of the Committee;
(b) review financial information furnished by the Debtors to
the Committee;
(c) negotiate the budget, the use of cash collateral, and
debtor-in-possession financing;
(d) review and investigate the liens of purported secured
parties;
(e) confer with the Debtors' management and counsel;
(f) coordinate efforts to sell assets of the Debtors in a
manner that maximizes the value for the estate s and the
Committee's constituency;
(g) review the Debtors' schedules and statement of financial
affairs;
(h) advise the Committee as to the ramifications regarding all
of the Debtors' activities and motions before this Court;
(i) file appropriate pleadings on behalf of the Committee;
(j) review and analyze financial advisor's work product and
reports to the Committee;
(k) provide the Committee with legal advice in relation to the
cases;
(l) prepare various applications and memoranda of law submitted
to the Court for consideration and handle all other matters
relating to the representation of the Committee that may
arise;
(m) assist the Committee in negotiations with the Debtors' and
other parties in interest on an exit strategy for these
cases; and
(n) perform such other legal services for the Committee as may
be necessary or proper in these proceeding.
Cooley LLP will be paid at these adjusted hourly rates:
Jay R. Indyke, Partner $600
Cathy R. Hershcopf, Partner $600
Jeffrey Cohen, Partner $600
Seth Van Aalten, Associate $600
Alex Velinsky, Associate $600
Jeremy Rothstein, Associate $375
Subject to final Court approval, Cooley LLP has agreed that the
highest rate charged for professional services on this matter will
be $600 per hour, and all attorneys for the Firm working on the
case whose regular hourly rate is in excess of $600 per hour will
be reduced to $600 per hour. Services by attorneys whose hourly
rate is below $600 per hour, legal assistants, and staff will be
charged according to Cooley LLP's customary hourly rates in effect
when services are performed. In addition, Cooley LLP will not
charge the Committee for non-working travel time incurred while
traveling between Dallas, Texas and any Cooley office.
Cooley LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jay R. Indyke, member of Cooley LLP, 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.
Cooley LLP can be reached at:
Jay R. Indyke, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Tel: (212) 479-6000
Fax: (212) 479-6275
E-mail: jindyke@cooley.com
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 IRISH: Has c.523 Billion Ordinary Shares in Issue
--------------------------------------------------------
Allied Irish Banks, p.l.c., noted media coverage of the Minister
for Finance's comments in relation to the bank made on Nov. 17,
2014.
As previously stated by AIB, most recently in the bank's Interim
Management Statement of Nov. 10, 2014, AIB has c.523 billion
ordinary shares in issue, of which 99.8% are held by the National
Pensions Reserve Fund Commission. 500 billion of these ordinary
shares were issued to the NPRFC in July 2011 at a price of EUR0.01
per share. Based on the number of shares currently in issue and
the closing share price of Nov. 17, 2014, AIB trades on a
valuation multiple of c.6x (excluding 2009 Preference Shares) 30
June 2014 Net Asset Value (NAV). AIB continues to note that the
median for comparable European banks is c.1x NAV.
About Allied Irish Banks
Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland. It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin. AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).
Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.
As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.
In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.
Allied Irish reported a loss of EUR1.59 billion on EUR1.34 billion
of net interest income for the year ended Dec. 31, 2013, as
compared with a loss of EUR3.55 billion on EUR1.10 billion of net
interest income in 2012. Allied Irish incurred a net loss of
$2.32 billion in 2011.
At Dec. 31, 2013, the Company had EUR117.73 billion in total
assets, EUR107.24 billion in total liabilities and EUR10.49
billion in total shareholders' equity.
AMINCOR INC: Incurs $3.9 Million Net Loss in Third Quarter
----------------------------------------------------------
Amincor, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.97 million on $3.14 million of net revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $2.42
million on $6.71 million of net revenues for the same period in
2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $8.86 million on $15.60 million of net revenues
compared to a net loss of $6.81 million on $20.72 million of net
revenues for the same period a year ago.
As of Sept. 30, 2014, the Company had $23.67 million in total
assets, $45.94 million in total liabilities and a $22.26 million
total deficiency.
"While management believes that it will be able to continue to
raise capital from various funding sources in order to sustain
operations at the Company's current levels through at least
twelve months from the date of these financial statements are
issued, if the Company is not able to do so and if the Company is
unable to become profitable, the Company would likely need to
modify its plans and/or scale back its operations, liquidate
certain assets, and/or file for bankruptcy protection. If the
Company raises additional funds through the assuance of equity
securities, substantial dilution to existing shareholders may
result. The condensed consolidated financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Hr0QmF
About Amincor Inc.
New York, N.Y.-based Amincor, Inc., is a holding company
operating through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.
BPI is a producer of bakery goods. Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.
Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.
Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables. As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.
Bankruptcy Warning
"Amincor's Management is working to secure additional available
capital resources and turn around the subsidiary companies to
generate operating income. Amincor may raise additional funds
through public or private debt or equity financings. However,
there can be no assurance that such resources will be sufficient
to fund the operations of Amincor or the long-term growth of the
subsidiaries businesses. Amincor cannot assure investors that any
additional financing will be available on favorable terms, or at
all. Without additional capital resources, Amincor may not be
able to continue to operate, take advantage of unanticipated
opportunities, develop new products or otherwise respond to
competitive pressures, and be forced to curtail its business,
liquidate assets and/or file for bankruptcy protection," the
Company stated in its quarterly report for the period ended
June 30, 2014.
AMPLIPHI BIOSCIENCES: Amends 73.3 Million Shares Prospectus
-----------------------------------------------------------
Ampliphi Biosciences Corporation filed an amended Form S-1
registration statement with the U.S. Securities and Exchange
Commission relating to the sale of an aggregate of 73,362,164
shares of the Company's common stock, par value $0.01 per share,
by NRM VII Holdings I, LLC, Broadfin Healthcare Master Fund, Ltd,
BioMatrix Partners, Ltd., et al. The Shares consist of 72,007,000
shares of the Company's common stock that were issued pursuant to
a Subscription Agreement, dated as of Dec. 19, 2013, and 1,355,164
shares underlying the exercise of warrants held by certain of the
Selling Stockholders.
The Company will not receive any proceeds from the sale by the
Selling Stockholders of the shares covered by this prospectus.
The Company may receive proceeds upon the cash exercise of
warrants held by the Selling stockholders, the underlying shares
of which are offered under this prospectus. Any proceeds of those
warrant exercises will be used for general corporate purposes.
A full-text copy of the Form S-1/A is available for free at:
http://is.gd/wX5oHR
About AmpliPhi
AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics. It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting. The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections. AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.
The Company reported a net loss of $57.65 million on $325,000 of
total revenue for the year ended Dec. 31, 2013, compared with a
net loss of $1.11 million on $664,000 of total revenue in 2012.
The Company's balance sheet at Dec. 31, 2013, showed
$37.85 million in total assets, $53.25 million in total
liabilities, and a stockholders' deficit of $15.4 million.
PBMares, LLP, in Richmond, Virginia, 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 had recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
ARAMID ENTERTAINMENT: Taps O'Connor Davies as Financial Advisors
----------------------------------------------------------------
Aramid Entertainment Fund Limited and its debtor-affiliates seek
authorization from the Hon. Sean H. Lane of the U.S. Bankruptcy
Court for the Southern District of New York to employ PKF O'Connor
Davies LLP as financial advisors to the Debtors.
The professional services that O'Connor Davies, as financial
advisors, is expected to render to the Debtors, among other
things, these services:
(a) review of books and records;
(b) creation of cash flow statements & operating reports;
(c) monthly bankruptcy court filings by entity;
(d) claims administration;
(e) forensic work;
(f) assets divestiture support;
(g) business tax return filings; and
(h) perform all other necessary financial advisory services
required by the Debtors in connection with these Chapter 11
cases.
O'Connor Davies will be paid at these hourly rates:
Partners $320-$460
Senior Managers $265-$325
Managers $185-$250
Senior Accountants $160-$205
Staff Accountants $115-$160
Administration $75-$150
O'Connor Davies will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Glenn Herman, partner of O'Connor Davies, 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.
O'Connor Davies can be reached at:
Glenn Herman
PKF O'CONNOR DAVIES LLP
665 Fifth Avenue
New York, NY 10022
Tel: (914) 421-5611
E-mail: gherman@odpkf.com
About Aramid Entertainment
Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.
On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.
On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.
The Debtors have tapped Reed Smith, LLP, in New York, as counsel
and Kinetic Partners (Cayman) Limited as crisis managers.
AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabilities.
ARCH COAL: Bank Debt Trades at 11% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 88.33 cents-on-the-
dollar during the week ended Friday, November 21, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents a decrease of 0.42
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 500 basis points above LIBOR to borrow under
the facility. The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's B+ rating. The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
ARCHDIOCESE OF MILWAUKEE: Creditors to Get Insurance Ruling
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Wisconsin Supreme Court will be allowed to
rule whether clergy sexual abuse claims are covered by insurance,
as a result of an opinion by U.S. District Judge Rudolph T. Randa
in the Chapter 11 reorganization of the Archdiocese of Milwaukee.
According to the report, OneBeacon Insurance Co. won a lawsuit in
state court before the church's bankruptcy when the judge ruled
that sexual abuse claims weren't a type of "accident" covered by
the policy. Because the archdiocese had been in bankruptcy three
years with the appeal lying fallow, U.S. Bankruptcy Judge Susan V.
Kelley in Milwaukee saw no urgency in allowing OneBeacon to finish
the appeal, but Judge Randa disagreed.
A decision from the Wisconsin Supreme Court will help everyone,
Judge Randa said, because it will become clear whether abuse
victims have insurance to cover some claims, the report related.
The appeal is OneBeacon Insurance Co. v. Archdiocese of Milwaukee
(In re Archdiocese of Milwaukee), 14-cv-840, U.S. District Court,
Eastern District Wisconsin (Milwaukee).
About Archdiocese of Milwaukee
The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha. There are 657,519 registered Catholics
in the Region.
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-
20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.
The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.
The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.
ARIZONA LA CHOLLA: TFCU Asks Court to Deny Plan Outline
-------------------------------------------------------
Tucson Federal Credit Union asked a bankruptcy court to deny the
outline of Arizona La Cholla LLC's restructuring plan, saying it
doesn't contain enough information that would help creditors
decide whether or not to support the plan.
In a filing made in U.S. Bankruptcy Court in Arizona, Tucson
Federal said the outline or the so-called disclosure statement did
not identify the specific sources of funds needed to pay
creditors.
Tucson Federal also said the proposed plan cannot be confirmed
because it proposes to discharge the debt of Steven Nanini, a
principal of the company, in violation of U.S. bankruptcy law.
The restructuring plan requires Tucson Federal to take the
property owned by Arizona La Cholla to satisfy its claim. The
company pledged the property as collateral for the loan extended
by Tucson Federal to Mr. Nanini, who, the credit union says, is
the principal obligor although the company guaranteed the
repayment of his loan.
Tucson Federal is represented by:
Frederick J. Petersen, Esq.
Michael J. Crawford, Esq.
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701
Phone: (520) 624-8886
Fax: (520) 798-1037
E-mail: fpetersen@mcrazlaw.com
mcrawford@mcrazlaw.com
About Arizona La Cholla
Arizona La Cholla, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-10254) on July 2, 2014. Steven L.
Nannini signed the petition as manager. The Debtor estimated
assets and liabilities of at least $10 million. Altfeld &
Battaile P.C. serves as the Debtor's counsel.
ARMORWORKS ENTERPRISES: Being Sold to Littlejohn Capital in Plan
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that ArmorWorks Enterprises LLC, a maker of body
and vehicle armor for the military, got approval for its Chapter
11 reorganization plan on Nov. 6 from the U.S. Bankruptcy Court in
Phoenix.
According to the report, the fifth amended plan, which calls for
paying creditors in full, proposed that Littlejohn Capital LLC
will invest $3 million in return for 100 percent of the equity.
Littlejohn is also to pay $1.1 million to fund a previously agreed
settlement with C Squared Capital Partners LLC, which was a 40
percent owner, the report related.
About ArmorWorks Enterprises
Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.
ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products. ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.
The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor. ArmorWorks estimated $10 million to
$50 million in assets and liabilities.
The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors. Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.
As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.
ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.
On July 24, 2014, the Court approved the disclosure statement
explaining the Debtors' Plan of Reorganization on a final basis
and found that the Plan should be confirmed based on proposed
findings of fact and conclusions of law stated on the record. A
confirmation order has not been entered.
The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.
ASR 2401: Files Schedules of Assets and Liabilities
---------------------------------------------------
ASR 2401 Fountainview LP filed its summary of schedules of assets
and liabilities in the U.S. Bankruptcy Court for the Southern
District of Texas, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $18,500,000
B. Personal Property $848,658
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $17,037,578
E. Creditors Holding
Unsecured Priority
Claims
F. Creditors Holding
Unsecured Non-priority
Claims $3,677,646
----------- -----------
TOTAL $19,348,658 $20,715,225
A full-text copy of the schedules is available for free at
http://is.gd/LKNG5c
About ASR 2401
ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014, without stating a reason.
Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debt of $10 million to $50
million. Each debtor claims to have its principal assets located
at 2401 Fountain View, Houston, Texas.
ASR LP's Chapter 11 case is assigned to Judge Letitia Z. Paul
while ASR LLC's Chapter 11 case is assigned to Judge Marvin Isgur
The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.
ASR 2401: List of 20 Largest Unsecured Creditors
------------------------------------------------
ASR 2401 Fountainview LP filed its list of creditors holding the
20 largest unsecured claims in the U.S. Bankruptcy Court for the
Southern District of Texas, disclosing:
Creditors Nature of Claim Amount of Claim
--------- --------------- ---------------
AP Gas & Electric utility provider $81,796
Energy Solutions
PO Box 660038
Houston, TX 75266-0038
ThyssenKrupp Elevator trade vendor $35,893
Corporation
P O Box 933013
Atlanta, GA 31193-3013
T. Wade Welch Inc. lease deposit $12,247
2401 Fountainview
Houston, TX 77057
Tailored Door & Glass trade vendor $11,912
Inc.
2124 N. Sacramento
Pearland, TX 77581
ioMosaic Corporation lease deposit $9,360
2401 Fountainview
Houston, TX 77057
The Consulate General lease deposit $9,351
of Venezuela
Har-Con Mechanical trade vendor $9,335
Contractors, LLC
Rainier Property Tax trade vendor $9,319
Group, LP
Benchmark Engineering lease deposit $8,492
Houston City Personnel lease deposit $6,526
Starlight Cleaning trade vendor $6,157
Service of Houston
Consulate of Greece lease deposit $5,943
Barry H. Ballard, trade vendor $5,862
Ballard Realty
Streit, Peterson, Hall lease deposit $5,677
and Keeney, LLP
SIG, LLC lease deposit $5,548
A/W Mechanical Services trade vendor $5,523
L.P.
NRJ TV Houston OpCo lease deposit $4,981
Consulate of Bolivia lease deposit $4,407
Design Brokers Inc. trade vendor $4,293
A full-text copy of the list of 20 largest unsecured creditors is
available for free at http://is.gd/FaqZOw
About ASR 2401
ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014, without stating a reason.
Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debt of $10 million to $50
million. Each debtor claims to have its principal assets located
at 2401 Fountain View, Houston, Texas.
ASR LP's Chapter 11 case is assigned to Judge Letitia Z. Paul
while ASR LLC's Chapter 11 case is assigned to Judge Marvin Isgur
The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.
AUXILIUM PHARMACEUTICALS: Endo Deal Expected to Close By Q1 2015
----------------------------------------------------------------
Endo International plc and Auxilium Pharmaceuticals, Inc.,
announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
Endo's proposed acquisition of Auxilium was terminated by the
United States Federal Trade Commission on Nov. 18, 2014. Endo now
expects the deal to close in the first quarter of 2015, subject to
pending customary closing conditions.
As announced on Oct. 9, 2014, Endo and Auxilium entered into a
definitive agreement under which Endo would acquire all of the
outstanding shares of common stock of Auxilium for a per share
consideration of $33.25 in a cash and stock transaction valued at
approximately $2.6 billion. Termination of the waiting period
satisfies a condition to the closing of the transaction.
Completion of the transaction remains subject to approval by
Auxilium stockholders and certain other customary closing
conditions.
Litigation Update
Auxilium Pharmaceuticals and FCB I Holdings Inc. have been
litigating various matters with Upsher-Smith Laboratories, Inc.,
related to Upsher-Smith's filing of Paragraph IV certifications in
connection with a 505(b)(2) New Drug Application and an
Abbreviated New Drug Application, in each case, using Testim as
the reference product. Subsequent to the withdrawal of Auxilium's
appeal in the litigation regarding the 505(b)(2) NDA, as
previously disclosed, Upsher-Smith filed a motion with the
District Court seeking reimbursement of its legal fees by
Auxilium.
On Nov. 10, 2014, the Company and Upsher-Smith entered into a
Settlement and Mutual Release of Claims whereby the parties
released each other from, and agreed to dismiss, any claims
arising out of any of the pending litigations between them,
including any claim by Upsher-Smith for attorneys' fees and costs,
and pursuant to which the Company agreed to pay Upsher-Smith
$750,000.
In addition to the recent studies of testosterone replacement
therapies, the U.S. Food and Drug Administration's class labeling
changes for TRT products, the accumulating product liability suits
against the manufacturers and marketers of TRT products, and the
FDA Advisory Committee on TRT products, on Nov. 5, 2014, a
putative class action complaint (Case Number 1:14cv8857) was filed
on behalf of Medical Mutual of Ohio and similarly situated third
party payors in the United States District Court, Northern
District of Illinois against 19 manufacturers of TRT products,
including the Company. The Complaint alleges substantially
similar facts to those being alleged in the TRT product liability
suits to which the Company and many of the other defendants are
currently a party. The Complaint requests relief for damages,
attorneys' fees, and equitable relief on behalf of the putative
class for alleged violations of the federal civil RICO statute,
state consumer fraud and deceptive trade practice act laws,
negligent misrepresentation, common law fraud, and unjust
enrichment. The Complaint seeks damages from Auxilium for these
alleged violations with respect to its Testim and TESTOPEL
products and against the other 18 defendants for their respective
products. The Complaint defines the class, in relevant part, as
"[a]ll health insurance companies, third party administrators,
health organizations, self-funded health and welfare benefit
plans, third party payors and any other health benefit providers,
in the United States of America and its territories, which paid or
incurred costs for the drug AndroGel, Testim, Testopel, Axiron,
Fortesta, and/or Androderm for purposes other than resale, since
their respective approval dates." The Complaint seeks an
unspecified amount of damages. The Company is in the process of
examining the allegations in the Complaint and intends to
vigorously defend the allegations made in the Complaint.
About Auxilium
Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences. With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.
Auxilium now has a broad portfolio of 12 approved products. Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.
The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.
The Company's balance sheet at Sept. 30, 2014, showed $1.14
billion in total assets, $983.1 million in total liabilities and
total stockholders' equity of $161.88 million.
* * *
As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2. "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.
The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings
Services raised its corporate credit rating on Auxilium
Pharmaceuticals Inc. to 'CCC+' following the announced
restructuring program and a $50 million add-on to its existing
first-lien term loan.
AUXILIUM PHARMACEUTICALS: Amends Merger Agreement With Endo
-----------------------------------------------------------
Endo International plc filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-4, which includes a
preliminary proxy statement of Auxilium Pharmaceuticals, Inc., and
also constitutes a preliminary prospectus of Endo, in connection
with the proposed business combination between Endo and Auxilium,
as contemplated by the agreement and plan of merger previously
entered into among Auxilium, Endo and the other parties thereto.
In connection with the filing of the Form S-4, Auxilium, Endo and
the other parties thereto entered into (i) an amended and restated
merger agreement to, among other things, correct the proration and
adjustment procedures to work as the parties intended and (ii) a
loan agreement in an aggregate principal amount of $28.4 million
in respect of Endo's payment, on behalf of Auxilium, of the
termination fee previously paid to QLT Inc. in connection with
the termination of the merger agreement with QLT Inc. to which the
Company was a party.
About Auxilium
Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences. With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.
Auxilium now has a broad portfolio of 12 approved products. Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.
The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.
The balance sheet at Sept. 30, 2014, showed $1.14 billion in total
assets, $983 million in liabilities, and $162 million of
stockholders' equity.
* * *
As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2. "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.
The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings
Services raised its corporate credit rating on Auxilium
Pharmaceuticals Inc. to 'CCC+' following the announced
restructuring program and a $50 million add-on to its existing
first-lien term loan.
AUXILIUM PHARMACEUTICALS: Presents Xiaflex and STENDRA Meetings
---------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., announced presentations of data
from new studies, as well as new analyses of data from the Phase 2
and the pivotal Phase 3 IMPRESS (The Investigation for Maximal
Peyronie's Reduction Efficacy and Safety Studies) trials
evaluating XIAFLEX(R) for the treatment of Peyronie's disease
(PD), at the 20th Annual Fall Scientific Meeting of the Sexual
Medicine Society of North America (SMSNA) held in Miami from
Nov. 20-23, 2014.
XIAFLEX (collagenase clostridium histolyticum) is the first and
only FDA-approved treatment proven effective for the treatment of
PD in men with a palpable plaque and a penile curvature deformity
of 30 degrees or greater at the start of therapy. PD can result
in varying degrees of penile curvature deformity and disease
bother, encompassing concern about erection appearance, erection
pain and the impact of PD on intercourse and on frequency of
intercourse. PD involves the development of a collagen plaque, or
scar tissue, on the shaft of the penis that may harden and reduce
flexibility, typically causing a curvature deformity of the penis
during erection and occasional pain.
The first data were presented assessing the impact on Female
Sexual Partners (FSPs) of men treated for PD, suggesting that
female bother by their partners' PD symptoms improved after their
partners' treatment with XIAFLEX.
"Results suggest clinically meaningful improvements in female
sexual partner assessments of their male partners' PD symptoms as
well as an overall decrease in female bother by their male
partners' symptoms after treatment with XIAFLEX," said Irwin
Goldstein, M.D., Director of Sexual Medicine at Alvarado Hospital,
Clinical Professor of Surgery at University of California at San
Diego and Director of San Diego Sexual Medicine.
Data were presented providing further evidence that PD bother is
clinically significant and may be a useful measure in clinical
practice when treating PD. Data were also presented suggesting
that improvements in PD bother are correlated with improvements in
penile curvature deformity.
"I believe these findings are significant and further reinforce
that in addition to penile curvature deformity, PD bother should
be considered when evaluating patients for treatment," said Larry
I. Lipshultz, M.D., Professor of Urology and Chief of the Division
of Male Reproductive Medicine and Surgery at the Baylor College of
Medicine in Houston, Texas.
Presents STENDRA Data at SMSNA Scientific Meeting
Auxilium Pharmaceuticals announced that data were presented
regarding the use of STENDRA(R) (avanafil) tablets for the
treatment of erectile dysfunction (ED) at the 20th Annual Fall
Scientific Meeting of the Sexual Medicine Society of North America
(SMSNA) held in Miami from Nov. 20-23, 2014.
Moderated poster sessions on STENDRA included new analyses from
Study 501 that help enable a better understanding of the STENDRA
clinical profile and FDA-approved administration time of as early
as approximately 15 minutes before sexual activity.
"In my practice, I see ED patients that are looking for a safe and
effective treatment with a rapid onset of action and a favorable
side effect profile," said Laurence H. Belkoff, D.O., M.Sc.,
F.A.C.O.S., Chairman of the Department of Specialty Surgeries and
the Division of Urology at the Philadelphia College of Osteopathic
Medicine. "These study findings further reinforce that STENDRA is
an appropriate treatment option with the ability to provide a
meaningful benefit to men suffering from ED and a rapid onset of
action in many men as early as approximately 15 minutes before
sexual activity."
Highlights of the information to be presented include:
* A post-hoc analysis of data from a placebo-controlled, Phase
4 study of STENDRA evaluated men who had at least one attempt
at intercourse within approximately 15 minutes of taking the
medication. The STENDRA 100 and 200mg doses demonstrated
statistically significant improvement in onset of erectogenic
effect at approximately 15 minutes compared to placebo, with
a mean per-patient proportion of sexual attempts that
resulted in at least one successful intercourse within
approximately 15 minutes after dosing of 73.3 percent and
71.5 percent, respectively.
* Results of a study examining the proportion of men with ED
who reported successful intercourse within the first three
doses of STENDRA showed more than 60 percent of patients
reported successful intercourse within the first three doses
of STENDRA. This compares to about 40 percent with placebo.
A higher percentage (75 percent for STENDRA vs. 56 percent
for placebo) also reported success after any dose.
About Auxilium
Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences. With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.
Auxilium now has a broad portfolio of 12 approved products. Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.
The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.
The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $935.82 million in total liabilities and $179.40
million in total stockholders' equity.
* * *
As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2. "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.
The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings
Services raised its corporate credit rating on Auxilium
Pharmaceuticals Inc. to 'CCC+' following the announced
restructuring program and a $50 million add-on to its existing
first-lien term loan.
AVALON OIL: Files Fourth Amendment to FY Ended March 31 Report
--------------------------------------------------------------
Avalon Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission on Oct. 31, 2014, a fourth amendment to its
annual report on Form 10-K for the fiscal year ended March 31,
2014.
Bernstein & Pinchuk LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred significant losses from operations since its
inception and has a working capital deficiency.
The Company reported a net loss of $785,978 on $156,322 of oil and
gas sales for the fiscal year ended March 31, 2014, compared to
a net loss of $749,314 on $163,574 of oil and gas sales last year.
The Company's balance sheet at March 31, 2014, showed $2.73
million in total assets, $1.52 million in total liabilities,
and stockholders' equity of $1.21 million.
A copy of the Form 10-K/A is available at:
http://is.gd/bDRdub
Minneapolis, Minn.-based Avalon Oil & Gas, Inc. OTC BB: AOGN)
acquires oil & gas producing properties that have proven reserves
and established in-field drilling locations with a combination of
cash, debt, and equity.
AVIS BUDGET: 2010-6 Amendment No Impact on Moody's B1 Rating
------------------------------------------------------------
Moody's Investors Service announced that the amendment of the
Series 2010-6 Supplement (the Amendment) would not, in and of
itself and as of this time, result in the downgrade, the placement
on review for possible downgrade or withdrawal of the ratings
currently assigned to any outstanding series of notes issued by
Avis Budget Rental Car Funding (AESOP) LLC (the Issuer), an
affiliate of Avis Budget Car Rental LLC (B1).
Moody's rates the following transactions of the Issuer: the Series
2010-3 Notes, the Series 2010-5 Notes, the Series 2011-3 Notes,
the Series 2011-5 Notes, the Series 2012-1 Notes, the Series 2012-
2 Notes, the Series 2012-3 Notes, the Series 2013-1 Notes, the
Series 2013-2 Notes, the Series 2014-1 Notes and the Series 2014-2
Notes, (collectively the Other Existing Notes). The Series 2010-6
Notes (the Notes) are not rated by Moody's.
The Amendment, among other changes, amends certain representations
and covenants, extends the scheduled expiration date of the Notes
and modifies certain required liquidity levels. In assessing the
potential impact on the ratings of the Other Existing Notes,
Moody's noted that the changes represented by the Amendment are
series-specific and only apply to the Notes and do not affect
amounts payable to, or the rights of Other Existing Notes holders.
Moody's has determined that the Amendment, in and of itself and at
this time, will not result in the downgrade, the placement on
review for possible downgrade or withdrawal of the ratings
currently assigned to the Other Existing Notes. However, Moody's
opinion addresses only the credit impact associated with the
Amendment, and Moody's is not expressing any opinion as to whether
the Amendment has, or could have, other non-credit related effects
that may have a detrimental impact on the interests of note
holders and/or counterparties.
AVT INC: Incurs $6.95-Mil. Net Loss in FY 2013
----------------------------------------------
AVT, Inc., filed with the U.S. Securities and Exchange Commission
on Oct. 27, 2014, its annual report on Form 10-K for the year
ended Dec. 31, 2013.
The Company reported a net loss of $8.66 million on $6.95 million
of total revenues for the year ended Dec. 31, 2013, compared to a
net loss of $6.95 million on $13.53 million of total revenues in
2012.
The Company's balance sheet at Dec. 31, 2013, showed $11.13
million in total assets, $4.81 million in total liabilities and
total stockholders' equity of $6.32 million.
The Company has suffered recurring losses from operations, has
negative operating cash flows and an accumulated deficit $30.46
million at Dec. 31, 2013. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern.
A copy of the Form 10-K is available at:
http://is.gd/nPSNP8
2012 Results
The Company reported a net loss of $6.95 million on $13.53 million
of total revenues for the year ended Dec. 31, 2012, compared with
a net loss of $1.89 million on $9.73 million of total revenues in
2011. A copy of the Form 10-K for fiscal 2012 is available at:
http://is.gd/s3QUTQ
About AVT, Inc.
AVT, Inc., is a developer, manufacturer and vending operator of
technology based product dispensing solutions and equipment. It
operates through two segments: Vending and Restaurant operations.
The company has a family of products which are geared towards
improving the experience of consumers, establishments, and
operators in the convenience food, digital signage and product
dispensing industry. It has vending systems throughout the Los
Angeles, Orange and Riverside, California counties. AVT was
founded by Shannon Illingworth on February 25, 1969 and is
headquartered in in Corona, California.
BANK OF THE CAROLINAS: Amends Registration Rights Agreement
-----------------------------------------------------------
Bank of the Carolinas Corporation previously entered into a
registration rights agreement with certain institutional and other
accredited investors, including entities controlled or advised by,
or affiliated with the following: Wellington Management Company
LLP; FJ Capital Management, LLC; EJF Capital Management; The
Family Office; RMB Capital Management LLC; JCSD Partners; Siena
Capital Partners; PRB Investors; Sandler O'Neill Asset Management;
Tricadia Capital Management; and Allstate Investments.
Under the terms of the Registration Rights Agreement, the Company
agreed to file a registration statement with the Securities and
Exchange Commission to register shares sold to the Investors in a
private placement. The Company is obligated to use commercially
reasonable efforts to cause the registration statement to be
declared effective by the 120th calendar day after the closing of
the private placement.
Effective Nov. 14, 2014, the Registration Rights Agreement was
amended to extend the deadline for effectiveness of the
registration statement to Dec. 31, 2014.
About Bank of the Carolinas
Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas. The Bank's primary market area is in the Piedmont
region of North Carolina.
Turlington and Company, LLP, in Lexington, 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 credit
losses that have eroded certain regulatory capital ratios. As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level. This raises substantial doubt
about the Company's ability to continue as a going concern.
The Company reported a net loss available to common stockholders
of $2.33 million in 2013, a net loss available to common
stockholders of $5.53 million in 2012 and a net loss available to
common stockholders of $29.18 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $396.27
million in total assets, $350.08 million in total liabilities and
$46.19 million in total stockholders' equity.
BANK OF THE CAROLINAS: Posts $370,000 Net Income in 3rd Quarter
---------------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $370,000 on $3.60 million of total
interest income for the three months ended Sept. 30, 2014,
compared to net income of $240,000 on $3.80 million of total
interest income for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $265,000 on $11.14 million of total interest income
compared to a net loss of $686,000 on $11.36 million of total
interest income for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $396.27
million in total assets, $350.08 million in total liabilities and
$46.19 million in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/MZBkiC
About Bank of the Carolinas
Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas. The Bank's primary market area is in the Piedmont
region of North Carolina.
Turlington and Company, LLP, in Lexington, 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 credit
losses that have eroded certain regulatory capital ratios. As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level. This raises substantial doubt
about the Company's ability to continue as a going concern.
The Company reported a net loss available to common stockholders
of $2.33 million in 2013, a net loss available to common
stockholders of $5.53 million in 2012 and a net loss available to
common stockholders of $29.18 million in 2011.
BAXANO SURGICAL: Seeks to Tap Hercules' DIP Loan, Cash Collateral
-----------------------------------------------------------------
Baxano Surgical, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to (i) obtain debtor-in-
possession financing from Hercules Technology Growth Capital,
Inc., and (ii) use cash collateral securing its prepetition
indebtedness, as it needs liquidity in order to survive to the
closing of any sale of its assets.
The DIP Financing provides for term loan advances in an aggregate
principal amount of $350,000 -- $250,000 of which will be
available to the Debtor on an interim basis; provided, however,
that of the said $250,000 available on an interim basis, the
second $150,000 will be advanced solely in the DIP Lender's
discretion. The DIP Loan accrues interest at 12.5%.
As of the Petition Date, the Debtor was indebted to Hercules,
which is also the Prepetition Lender, in the aggregate principal
amount of $7,300,000. The Prepetition Lender will be granted
adequate protection for, and in equal amount to, the diminution in
value of its prepetition security interests in the form of super-
priority claims and replacement liens on all assets securing the
DIP Facility which replacement liens will be equal in priority to
the DIP Liens and which super-priority claims will be junior to
the Carve-Out and to the super-priority claims granted to the DIP
Lender.
Hercules is represented by:
Stuart Komrower, Esq.
Ilana Volkov, Esq.
COLE, SHOTZ, MIESEL, FORMAN & LEONARD, P.A.
25 Main Street
Hackensack, NJ, 07601
E-mail: skomrower@coleschotz.com
ivolkov@coleschotz.com
About Baxano Surgical
Based in Raleigh, North Carolina, Baxano Surgical Inc. makes
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.
BAXANO SURGICAL: Names John Palmer as Restructuring Officer
-----------------------------------------------------------
Baxano Surgical, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Tamarack Associates,
Inc., and designate John L. Palmer as chief restructuring officer
pursuant to Section 363 of the Bankruptcy Code.
Mr. Palmer will serve on a full time basis as the Debtor's CRO.
In that capacity, Mr. Palmer will assist the Debtor in its day-to-
day operations and ongoing cash flow management, maintain and
report on the forward-looking cash flow model, negotiate with the
Debtor's current lenders and creditors, manage the development,
negotiation and execution of any restructuring transaction,
coordinate with the Debtor's employees and external professionals
who are assisting the Debtor in the Case and perform all other
such duties normally performed by a Chief Restructuring Officer.
Mr. Palmer will be paid $350 per hour, while his associates from
Tamarack will be paid $200 per hour.
Mr. Palmer, president of Tamarack Associates, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates. Mr.
Palmer, however, discloses that his firm has provided
restructuring and chief restructuring officer services to a number
of other clients to whom Hercules Technology Growth Capital, the
Debtor's primary secured lender, had provided financing, and in
some or all of those other matters, Tamarack was referred by
Hercules to its borrower.
Mr. Palmer may be reached at:
John L Palmer
TAMARACK ASSOCIATES
1441 Knightsbridge Dr
Tel: Blue Bell, PA 19422-1446
Tel: (215) 527-8950
E-mail: jpalmer@tamarackassoc.com
A hearing on the employment application is scheduled for Dec. 10,
2014, at 11:30 a.m. Objections are due Dec. 3.
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.
BAXANO SURGICAL: Hires Stevens & Lee as Local Delaware Counsel
--------------------------------------------------------------
Baxano Surgical, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Stevens & Lee, P.C.,
as local Delaware counsel.
The professional services that S&L will render to the Debtor
include the following:
(a) Assisting the Debtor with preparation of all motions,
petitions, applications, orders, reports and papers
necessary to commence the Chapter 11 case;
(b) Assist the Debtor in its preparation of all documents,
reports, and papers necessary for the administration of the
Chapter 11 case;
(c) General legal advice with respect to the powers and duties
of the Debtor as debtor-in-possession in the Chapter 11
case, including with respect to a potential sale of the
Debtor's assets;
(d) Appearing in court to protect the interests of the Debtor;
(e) Attending meetings as requested by the Debtor;
(f) Performing all other legal services for the Debtor which
may be necessary and proper in or in connection with the
Chapter 11 case including, but not limited to, advice in
areas like corporate, bankruptcy, and loan and sale
transactions, as well as representation in litigation
before the Court; and
(g) Peform other functions as requested by the Debtor
consistent with professional standards.
S&L intends to charge the Debtor for its services based on the
following hourly rates:
Shareholders $430 to $830
Associates and Counsel $225 to $460
Paralegals $220 to $260
The principal attorneys and paralegal assigned to represent the
Debtor and their current standard hourly rates are:
Robert Lapowsky, Esq. $660
John D. Demmy, Esq. $595
John C. Kilgannon, Esq. $550
Camille Bent, Esq. $310
Damien Dunnington $230
In addition to the hourly rates, the Debtor will reimburse S&L for
its expenses incurred in connection with the firm's retention.
Prior to the Petition Date, the Debtor paid S&L retainers totaling
$241,691. As of Nov. 18, S&L had an unusued retainer balance of
$106,687. S&L discloses that, during the one-year immediately
preceding the Petition Date, the Debtor paid S&L fees totaling
$135,004, exclusive of the unused portion of the retainer.
Mr. Lapowsky, a shareholder at Stevens & Lee, P.C., in Wilmington,
Delaware, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.
The firm may be reached at:
Robert Lapowsky, Esq.
John D. Demmy, Esq.
John C. Kilgannon, Esq.
Camille Bent, Esq.
STEVENS & LEE, P.C.
1105 North Market Street, 7th Floor
Wilmington, DE 19801
Tel: 302-425-3309
Fax: 610-371-8515
E-mail: rl@stevenslee.com
jdd@stevenslee.com
jck@stevenslee.com
ccb@stevenslee.com
A hearing on the employment application is scheduled for Dec. 10,
2014, at 11:30 a.m. Objections are due Dec. 3.
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.
BERRY PLASTICS: Appoints 2 Division Presidents
----------------------------------------------
Berry Plastics Group, Inc., had appointed Thomas E. Salmon to the
position of president - Rigid Closed Top Division, effective
Nov. 18, 2014, according to a regulatory filing with the U.S.
Securities and Exchange Commission.
Mr. Salmon, age 51, most recently served as president - Engineered
Materials Division, a position he held with the Company and
predecessor organizations since 2003. Mr. Salmon previously
served as general manager for Honeywell Plastics for the two years
prior thereto. He was the Global Sales Director for Allied
Signal's Engineering Plastics and Films business from 1999 to
2001.
In addition, on Nov. 18, 2014, the Company announced the
appointment of Curtis L. Begle to the position of president -
Engineered Materials Division. Since 2000, Mr. Begle, age 39, has
held multiple positions of increasing responsibility with the
Company. Mr. Begle most recently served as the Company's
president - Rigid Closed Top Division, a position he held since
December 2009. The appointment is effective immediately.
About Berry Plastics
Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products. At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States. Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc. Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners. Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films. The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.
On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million. Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.
As of June 28, 2014, the Company had $5.41 billion in total
assets, $5.53 billion in total liabilities, $12 million in non-
controlling interest and a $130 million total stockholders'
deficit.
* * *
As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD. The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.
In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc. "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.
BIOFUELS POWER: Reports Net Loss in Sept. 30 Quarter
----------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $800,194 on $0 of sales for the nine months ended
Sept. 30, 2014, compared to a net loss of $462,988 on $0 of sales
for the same period a year ago.
As of Sept. 30, 2014, the Company had $1.48 million in total
assets, $6.49 million in total liabilities and a $5 million total
stockholders' deficit.
"As a result of our limited operating history, our operating plan
and our growth strategy are unproven and we have limited insight
into the long-term trends that may impact our business. There is
no assurance that our operating plan and growth strategy will be
successful or that we will be able to compete effectively, achieve
market acceptance for green electricity or address the risks
associated with our existing and planned business activities."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/cozFyx
Biofuels Power
Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users. BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.
Biofuels Power reported a net loss of $606,556 on $0 of sales for
the year ended Dec. 31, 2013, as compared with net income of
$342,456 on $0 of sales in 2012.
Clay Thomas, P.C., in Abilene, 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 has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
BON-TON STORES: Incurs $11 Million Net Loss in Third Quarter
------------------------------------------------------------
The Bon-Ton Stores, Inc., reported a net loss of $11 million on
$658.7 million of revenues for the 13 weeks ended Nov. 1, 2014,
compared to a net loss of $931,000 on $666.57 million of revenues
for the 13 weeks ended Nov. 2, 2013.
For the 39 weeks ended Nov. 1, 2014, the Company reported a net
loss of $78.71 million on $1.85 billion of revenues compared to a
net loss of $64.89 million on $1.89 billion of revenues for 39
weeks ended Nov. 2, 2013.
As of Nov. 1, 2014, the Company had $1.82 billion in total assets,
$1.78 billion in total liabilities and $48.70 million in total
shareholders' equity.
Kathryn Bufano, president and chief executive officer, commented,
"The quarter was disappointing in that we had solid momentum
through mid-October, when traffic slowed and we saw unseasonably
warm weather. While our subsequent performance did not meet our
expectations, we did achieve numerous measurable successes that
bode well for ongoing business. We drove double-digit sales
growth in eCommerce, fueled by a meaningful increase in
conversion. We increased the sales penetration of our Let Us Find
It customer service initiative. We also increased penetration of
our private label credit card sales which, we believe,
demonstrates continued success of our Your Rewards customer
loyalty program. In addition, we effectively managed our
markdowns, resulting in a reduced net markdown rate in the
quarter. We were particularly encouraged by the sell-through of
recent receipts, which suggests our customer is embracing the
newness in our merchandise assortments."
A full-text copy of the press release is available for free at:
http://is.gd/Bh3c7C
About Bon-Ton Stores
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 stores, which
includes ten furniture galleries and four clearance centers, in 26
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates. The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings. For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.
Bon-Ton Stores reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.55 million for the year
ended Feb. 2, 2013, and a net loss of $12.12 million for the year
ended Jan. 28, 2012.
* * *
As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.
"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.
As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.
BON-TON STORES: Declares Dividends of 5 Cents Per Share
-------------------------------------------------------
The Bon-Ton Stores, Inc., disclosed that its Board of Directors
declared a cash dividend of five cents per share on the Class A
Common Stock and Common Stock of the Company payable Feb. 2, 2015,
to shareholders of record as of Jan. 16, 2015.
About Bon-Ton Stores
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 stores, which
includes ten furniture galleries and four clearance centers, in 26
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates. The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings. For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.
Bon-Ton Stores reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.55 million for the year
ended Feb. 2, 2013, and a net loss of $12.12 million for the year
ended Jan. 28, 2012. The Company's balance sheet at May 3, 2014,
showed $1.56 billion in total assets, $1.47 billion in total
liabilities and $96.05 million in total shareholders' equity.
The Company's balance sheet at Aug. 2, 2014, the Company had $1.57
billion in total assets, $1.51 billion in total liabilities and
$59.58 million in total shareholders' equity.
* * *
As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.
"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.
As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.
BROADWAY FINANCIAL: CJA Holds 9% Stake as of Oct. 16
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, CJA Private Equity Financial Restructuring
Master Fund I, LP and its affiliates disclosed that as of Oct. 16,
2014, they beneficially owned 2,129,816 shares of common stock of
Broadway Financial Corporation representing 9.95 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available at http://is.gd/OOUgGA
About Broadway Financial
Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank. In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b. The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.
The Company is regulated by the Board of Governors of the Federal
Reserve System. The Bank is regulated by the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.
Broadway Financial reported a loss allocable to common
stockholders of $1.08 million in 2013, a loss allocable to common
stockholders of $693,000 in 2012 and a net loss available to
common shareholders of $15.36 million in 2011.
BUCCANEER ENERGY: Collects $21 Million From Alaska
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Buccaneer Energy Ltd. sweetened the pot for
its creditors by recovering about $21 million from the state of
Alaska under the Alaska Clear and Equitable Share Act.
According to the report, in September Buccaneer got bankruptcy
court permission to accelerate the payment of $381,000 in pre-
bankruptcy real estate taxes to advance payment of the $21
million. After Buccaneer paid the taxes, the state didn't make
the refund, prompting the oil producer to file papers in
bankruptcy court in late October to compel payment, the report
related.
The dispute ended in an agreement under which Alaska has already
paid $10.9 million and will pay the other $10.1 million by Dec. 8,
the report said.
About Buccaneer Energy
Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on
May 31, 2014.
Buccaneer Resources' primary business is the exploration for and
production of oil and natural gas in North America and their
operations are focused on both onshore and offshore activities in
the Cook Inlet of Alaska as well as the development of offshore
projects in the Gulf of Mexico and onshore oil opportunities in
Texas and Louisiana.
Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC". Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.
CEO Curtis Burton was terminated in May 2014. Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.
The bankruptcy cases are assigned to Judge David R Jones. The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases. The other debtors are
Buccaneer Energy Limited, Buccaneer Energy Holdings, Inc.,
Buccaneer Alaska Operations, LLC, Buccaneer Alaska, LLC, Kenai
Land Ventures, LLC, Buccaneer Alaska Drilling, LLC, Buccaneer
Royalties, LLC, and Kenai Drilling, LLC.
The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright
Australia will render legal services related to cross-border
insolvency and general corporate and litigation matters to
Buccaneer Energy Ltd. Epiq Systems is the claims and notice
agent.
The U.S. Trustee for Region 7 on June 10, 2014, appointed five
creditors to serve on the official committee of unsecured
creditors. The Committee retained Greenberg Traurig, LLP as legal
counsel to the Committee, and Alvarez & Marsal North America, LLC
as financial advisors.
CAESARS ENTERTAINMENT: Continuing Restructuring Discussions
-----------------------------------------------------------
As described in the current reports on Form 8-K filed on Sept. 12,
2014, and Oct. 17, 2014, Caesars Entertainment Corporation and
Caesars Entertainment Operating Company, Inc., a majority owned
subsidiary of CEC, announced that they have been engaged in
confidential discussions with certain beneficial holders of CEOC's
11.25% senior secured notes due 2017, CEOC's 8.5% senior secured
notes due 2020, CEOC's 9% senior secured notes due 2020 and CEOC's
senior secured credit facilities in furtherance of their efforts
to restructure CEOC's debt.
In connection with the discussions, CEC and CEOC provided certain
confidential information to the First Lien Creditors pursuant to
non-disclosure agreements between CEC, CEOC and the First Lien
Creditors. Prior to Nov. 19, 2014, one First Lien Creditor
holding obligations under CEOC's senior secured credit facilities
has not agreed to extend its NDA. CEC and CEOC are making the
disclosures with the U.S. Securities and Exchange Commission in
accordance with the terms of the Non-Extending Bank Creditor's
NDA. While CEC and CEOC are no longer in discussions with the
Non-Extending Bank Creditor, and while no agreement has been
reached yet on the terms of a restructuring, CEC and CEOC are
continuing discussions with the remaining First Lien Creditors.
Since the last proposal that was made to the Non-Extending Bank
Creditor, numerous proposals have been, and continue to be,
transmitted between CEC, CEOC and the other First Lien Creditors.
As such, the Outdated Proposal has been superseded by the
proposals now being considered by the other First Lien Creditors,
CEC and CEOC. Pursuant to the terms of the NDA, CEC and CEOC are
disclosing a summary of the material terms of the Outdated
Proposal. No assurances can be made that an agreement may be
reached between CEC, CEOC and the First Lien Creditors on the
terms of a restructuring.
A full-text copy of the Material Terms of the Outdated Proposal is
available for free at http://is.gd/7aER0j
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'.
CAESARS ENTERTAINMENT: Bank Debt Due March 2017 Trades at 9% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
91.33 cents-on-the-dollar during the week ended Friday, November
21, 2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
an increase of 1.44 percentage points from the previous week, The
Journal relates. Caesars Entertainment Inc. pays 875 basis points
above LIBOR to borrow under the facility. The bank loan matures on
March 1, 2017, and carries Moody's Caa2 rating and Standard &
Poor's CCC- rating. The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.
CAESARS ENTERTAINMENT: Plans Splitting Into REIT, Operating Co.
---------------------------------------------------------------
Matt Jarzemsky and Kate O'Keeffe, writing for The Wall Street
Journal, reported that Caesars Entertainment Corp. has approached
senior creditors about a plan to convert the casino company's
largest unit into a real-estate investment trust as it works to
restructure $18.4 billion in debt, according to a regulatory
filing.
According to the Journal, under the plan, the gambling company's
Caesars Entertainment Operating Co. division would split in two
parts: a REIT and an operating company that would manage the
REIT's properties. The division operates 44 properties including
namesake casinos in Las Vegas and Atlantic City.
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Caesars said its operating unit will exhaust
its cash by the last quarter of 2015 absent bankruptcy or a
voluntary debt restructuring. The company consumed almost $550
million in cash over the first three quarters of 2014, the
Bloomberg report noted.
The Bloomberg report, citing two people with knowledge of the
matter, said Caesars is negotiating a term sheet with senior
secured lenders that could result in a Chapter 11 filing as soon
as January, when the so-called preference period runs out on liens
the creditors were given in October on previously unencumbered
cash. The Bloomberg added that the stock of Caesars surged 22.7%
on Nov. 12, closing at $13.67 in New York trading, following news
that the company is working on a plan with first-lien bondholders
that would preserve some businesses for stockholders.
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. The
Company's balance sheet at Sept. 30, 2014, showed $24.49
billion in total assets, $28.20 billion in total liabilities and a
$3.71 billion total deficit.
* * *
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'.
CALX RESOURCES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: CALX Resources, LLC
1136 2nd Ave. North
Nashville, TN 37208
Case No.: 14-09229
Chapter 11 Petition Date: November 20, 2014
Court: United States Bankruptcy Court
Middle District of Tennessee (Nashville)
Judge: Hon. Marian F Harrison
Debtor's Counsel: Alexandra E. Dugan, Esq.
BRADLEY ARANT BOULT CUMMINGS, LLP
1600 Division Street, Suite 700
Nashville, TN 37203
Tel: 615-252-4638
Fax: 615-252-4705
Email: adugan@babc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard Dempsey, chief manager.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
CEETOP INC: Incurs $132,000 Net Loss for Third Quarter
------------------------------------------------------
Ceetop Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$131,654 for the three months ended Sept. 30, 2014, compared to a
net loss of $498,068 for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $710,192 compared to a net loss of $1 million for the
same period a year ago.
As of Sept. 30, 2014, the Company had $2.44 million in total
assets, $615,853 in total liabilities, all current, and $1.82
million in total stockholders' equity.
A full-text copy of the Form 10-Q is available at:
http://is.gd/Le4Fzr
About Ceetop Inc.
Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.
Ceetop reported a net loss of $2.88 million in 2013 following a
net loss of $1.39 million in 2012.
Clement C. W. Chan & Co., in Hong Kong, 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 of $2,886,599 for the year ended
December 31, 2013, has accumulated deficit of $8,605,635 at
December 31, 2013. These matters are discussed in Note 2 to the
consolidated financial statements that raises substantial doubt
about the Company's ability to continue as a going concern.
CEETOP INC: Amends Third Quarter 2013 Quarterly Report
------------------------------------------------------
Ceetop Inc. filed with the U.S. Securities and Exchange Commission
an amended quarterly report on Form 10-Q for the period ended
Sept. 30, 2013, which was originally filed with the SEC on
Nov. 20, 2013, to restate a previous over-statement of the
Company's equity investment on Sept. 30, 2013, and the related
equity gain or loss for the three and nine months thereof. There
were no effects on the financial statements of the company for
periods subsequent to Sept. 30, 2013.
Ceetop Inc. reported a revised net loss of $498,068 on $0 of net
sales for the three months ended Sept. 30, 2013, compared to a net
loss of $422,471 on $0 of net sales as originally reported.
The Company also reported a revised net loss of $1 million on $0
of net sales for the nine months ended Sept. 30, 2013, compared to
a net loss of $925,470 on $0 of net sales as previously reported.
As amended, the Company's balance sheet at Sept. 30, 2013, showed
$2.50 million in total assets, $3.36 million in total liabilities
and a $863,229 total stockholders' deficit.
A full-text copy of the Form 10-Q/A is available for free at:
http://is.gd/nVPRT4
About Ceetop Inc.
Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.
Ceetop reported a net loss of $2.88 million in 2013 following a
net loss of $1.39 million in 2012.
Clement C. W. Chan & Co., in Hong Kong, 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 of $2,886,599 for the year ended
December 31, 2013, has accumulated deficit of $8,605,635 at
December 31, 2013. These matters are discussed in Note 2 to the
consolidated financial statements that raises substantial doubt
about the Company's ability to continue as a going concern.
CENTRAL OKLAHOMA: Approved to Implement Cash Collateral Order
-------------------------------------------------------------
Bankruptcy Judge Sarah A. Hall authorized Central Oklahoma United
Methodist Retirement Facility, Inc., doing business as Epworth
Villa, to implement cash collateral and construction payments
orders. The Court also approved the disbursement requests
procedure.
As reported in the Troubled Company Reporter on Oct. 9, 2014, the
Debtor related that on Aug. 14, 2014, the Court entered its
order authorizing payment of prepetition claims of construction
contractors and suppliers, which authorized Epworth Villa to pay
the prepetition claims of construction contractors and suppliers
with respect to its construction project. The relief ordered by
the Court in the construction payments order was authorized
pursuant to, among other authorities cited in the Debtor's motion.
The Debtor noted it is proceeding with the renovation and
expansion of its facilities, as authorized by the cash collateral
order and the construction payments order. These activities
necessitate the submission of construction disbursement
requests to BancFirst, the Indenture Trustee for payment of
charges for labor and materials incurred in connection with the
renovation and expansion of the Debtor's facilities.
Upon submission of the first disbursement request after
commencement of this case, the Trustee considered, and ultimately
required, the Debtor to obtain an endorsement to the existing loan
policy of title insurance advancing the effective date of the
policy to the date of the post-Petition Date disbursement request.
The premium expense for such an endorsement was $38,052, the
Debtor says.
According to the Debtor, the Trustee's requirement for an
endorsement modifying the effective date of the underlying loan
policy of title insurance was predicated upon language in a
Construction Disbursement and Monitoring Agreement dated Dec. 1,
2012.
A full-text copy of the Construction Disbursement and Monitoring
Agreement is available for free at http://is.gd/y6U7l5
About Central Oklahoma United Methodist
Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code on July 18, 2014 (Case No. 14-12995, Bankr. W.D.
Okla.). The case is before Judge Sarah A. Hall.
The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.
The Debtor reported $117,659,919 in total assets, and $107,972,621
in total liabilities.
CHASSIX INC: Moody's Lowers Corporate Family Rating to Caa2
-----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Chassix, Inc. to Caa2 and Caa2-
PD, from Caa1 and Caa1-PD, respectively. The company's $375
million 9.25% notes were downgraded to Caa2 from Caa1. The rating
of the $150 million notes of Chassix Holdings, Inc., an
intermediate holding company of Chassix, Inc., were downgraded to
Ca from Caa3. The rating outlook was changed to negative. All
ratings of Chassix, Inc. and Chassix Holdings, Inc. will be
subsequently withdrawn.
Ratings Rationale
The downgrade of the Corporate Family Rating to Caa2 reflects the
uncertainty surrounding the company's current operating
performance and the increased likelihood that additional
restructuring actions may need to be taken given the company's
high debt level and weak operations.
Moody's will withdraw the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.
The following rating were affected:
Chassix, Inc.
Corporate Family Rating, downgraded to Caa2 from Caa1
Probability of Default, to Caa2-PD from Caa1-PD
$375 million senior secured notes, to Caa2 (LGD3) from Caa1
(LGD3)
Outlook, to Negative from Stable
Chassix Holdings, Inc.
$150 million unguaranteed senior unsecured PIK toggle notes due
2018, downgraded to Ca (LGD6) from Caa3 (LGD6);
Outlook, to Negative from Stable
All ratings and outlooks of Chassix, Inc. and Chassix Holdings,
Inc. will be subsequently withdrawn.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 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.
Chassix, Inc. is the parent holding company for the combined
operations of Diversified Machine, Inc. (DMI) and Concord
International, Inc. DMI and Concord manufacture, cast, machine and
assemble fully-engineered chassis and powertrain components and
modules for leading automotive OEMs and Tier 1 suppliers. Chassix,
Inc. is a wholly-owned subsidiary of affiliates of Platinum Equity
Advisors, LLC.
CHINA PRECISION: Incurs $6.79-Mil. Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
China Precision Steel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $6.79 million on $5.74 million of sales revenues for
the three months ended Sept. 30, 2014, compared to a net loss of
$9.57 million on $11.76 million of sales revenues for the same
period last year.
As of Sept. 30, 2014, the Company had $71.52 million in total
assets, $63.50 million in total liabilities, all current, and
$8.02 million total stockholders' equity.
"Economic slowdown, tightened credit, pollution and steel
overcapacity in China have led to shutting down of a number of
steel mills and processors, some of them being our former
competitors for certain product offerings. This creates an
opportunity for our products as replacements as we have been
receiving inquiries and orders. Going forward, we also intend to
focus on our competitive strength in the ultra thin and high
carbon products with the aim to maximize margin rather than sales
volume. However, the Company continued to suffer a significant
loss in the period ended September 30, 2014. We also expect the
slowdown of the Chinese economy and overcapacity in the Chinese
steel industry to continue to have negative consequences on the
business operations of our customers and suppliers and adversely
impact their ability to meet their financial obligations to us,
There can be no assurance that the Company will be able to
generate sufficient positive cash flow from operations to address
all of its cash flow needs, and to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/frKth4
About China Precision Steel
China Precision Steel -- http://chinaprecisionsteelinc.com-- is a
niche precision steel processing company principally engaged in
the production and sale of high precision cold-rolled steel
products and provides value added services such as heat treatment
and cutting medium and high carbon hot-rolled steel strips. China
Precision Steel's high precision, ultra-thin, high strength (7.5
mm to 0.05 mm) cold-rolled steel products are mainly used in the
production of automotive components, food packaging materials, saw
blades, steel roofing and textile needles. The Company sells to
manufacturers in the People's Republic of China as well as
overseas markets such as Nigeria, Ethiopia, Thailand and
Indonesia. China Precision Steel was incorporated in 2002 and is
headquartered in Sheung Wan, Hong Kong.
China Precision reported a net loss of $37.51 million on $47.19
million of sales revenues for the year ended June 30, 2014,
compared to a net loss of $68.93 million on $36.52 million of
sales revenues in 2013.
MSPC Certified Public Accountants and Advisors, A Professional
Corporation, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014. The independent auditors noted that the Company
suffered very significant losses for the years ended June 30,
2014, and 2013, respectively. Additionally, the Company defaulted
on interest and principal repayments of bank borrowings that raise
substantial doubt about its ability to continue as a going
concern.
CHINA TELETECH: Incurs $307,000 Net Loss in Third Quarter
---------------------------------------------------------
China Teletech Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $307,499 on $1.21 million of net revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$104,016 on $888,754 of net revenues for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported
a net loss of $604,417 on $3.27 million of net revenues compared
to a net loss of $137,263 on $3.59 million of net revenues for the
same period a year ago.
As of Sept. 30, 2014, the Company had $11.33 million in total
assets, $13.86 million in total liabilities and a $2.53 millin
total deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/rZ48tU
Albert Wong Dismissed as Accountants
China Teletech dismissed its independent registered public
accounting firm, Albert Wong & Co. LLP effective Nov. 12, 2014.
The dismissal was approved by the Board of Directors of the
Company. The Company said the dismissal was not a result of any
disagreement with the accounting firm.
Albert Wong was engaged as the independent registered public
accounting firm on July 31, 2014. During the Engagement Period,
Albert Wong did not issue any reports on the Company's financial
statements and did not connect with any reports that contained an
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting
principles.
Effective Nov. 12, 2014, the Company re-engaged WWC, P.C., as the
Company's independent registered public accountant. The
engagement was approved by the Board.
During the years ended Dec. 31, 2012, and Dec. 31, 2013, and
through July 31, 2014, the Company had engaged WWC as its
independent registered public accounting firm and had consulted
with WWC regularly regarding accounting, auditing or financial
reporting issues as WWC rendered its services. China Teletech
dismissed WWC, P.C., effective July 31, 2014.
During the years ended Dec. 31, 2012, and Dec. 31, 2013, until
Nov. 18, 2014, the Company did not consult with WWC any matter
that was the subject of a disagreement between the Company and its
predecessor auditor.
About China Teletech
Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services. The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.
On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party. GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.
China Teletech reported a net loss of $1.96 million on $30.87
million of sales for the year ended Dec. 31, 2013, as compared
with net income of $53,542 on $26.62 million of sales in 2012.
WWC, P.C., in San Mateo, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013, citing that the Company has incurred
substantial losses which raise substantial doubt about its ability
to continue as a going concern.
CITIZENS SECURITY: A.M. Best Raises FSR to 'B+(Good)'
-----------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating to "bbb-" from
"bb+" of Citizens Security Life Insurance Company (Citizens
Security) (Louisville, KY). The outlook for both ratings is
stable.
The ratings reflect Citizens Security's favorable risk-adjusted
capital position, as well as continuing positive operating results
and diversified premium revenue growth in its core individual
accident and health segment, with an emphasis on its dental and
vision business. Additionally, its parent holding company,
Citizens Financial Corporation, significantly reduced its debt in
recent years and anticipates eliminating this debt by year-end
2015. Given that Citizens Security has been servicing the debt
payments, the reduction in future dividends is expected to enable
Citizens Security to more appreciably grow its capital.
A.M. Best believes Citizen Security's core individual dental and
vision segment needs to increasingly contribute to future
earnings, as net income from the amortization of a ceding
commission on reinsured individual life business continues to
comprise a sizable portion of its earnings. Additionally,
Citizens Security continues to maintain an elevated level of
higher risk assets, including equities, real estate and below
investment grade securities. However, the company recently sold a
parcel of land held as real estate and anticipates a significant
reduction in below investment grade securities when two material
securities mature in mid-to-late 2015.
Upward rating movement is unlikely in the near-to-medium term
given Citizens Security's recent upgrade. Rating drivers that may
result in future negative rating actions include a material
decline in the company's operating performance, deterioration in
its premium revenue, unfavorable investment results and/or erosion
of its risk-adjusted capital.
COATES INTERNATIONAL: Inks Securities Purchase Pact With Auctus
---------------------------------------------------------------
Coates International, Ltd., entered into a securities purchase
agreement and issued a convertible promissory note in the face
amount of $40,000 to Auctus Private Equity Fund, LLC.
The Promissory Note matures in August 2015 and provides for
interest at the rate of 8% percent per annum. The Note may be
converted into unregistered shares of the Company's common stock,
par value $0.0001 per share, at the Conversion Price, as defined,
in whole, or in part, at any time beginning 180 days after the
date of the Note, at the option of the Holder. All outstanding
principal and unpaid accrued interest is due at maturity, if not
converted prior thereto. The Company incurred expenses amounting
to $2,750 in connection with this transaction.
The Conversion Price will be equal to 67.5% multiplied by the
Market Price, as defined. The Market Price shall be equal to the
average of the two lowest closing trading prices of the Company's
common stock on the OTCQB during the 25 trading-day period ending
one trading day prior to the date of conversion by the Holder.
The Conversion Price is subject to adjustment for changes in the
capital structure such as stock dividends, stock splits or rights
offerings. The number of shares of common stock to be issued upon
conversion will be equal to the aggregate amount of principal,
interest and penalties, if any divided by the Conversion Price.
The Holder anticipates that upon any conversion, the shares of
stock it receives from the Registrant will be freely tradable in
compliance with Rule 144 of the U.S. Securities and Exchange
Commission.
The Conversion Price is subject to adjustment in the event of any
of the following:
1. During the period when a Major Announcement by the
Company relating to a merger, consolidation, sale of the
Company or substantially all of its assets or tender offer
is in effect, as defined.
2. A merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event
being consummated.
The Company is not permitted to pay dividends or make other
distributions of capital or repurchase or otherwise acquire any
shares of its capital stock without the Holder's consent, while
there is a remaining outstanding balance related to the
convertible promissory note.
These notes may be prepaid during the first six months the notes
are outstanding by paying a prepayment penalty equal to 25% during
the first 30 days, increasing in 5% increments each month to a
maximum of 50%. The Company has reserved 13,700,000 shares of its
unissued common stock for potential conversion of the convertible
note.
The convertible promissory note was privately offered and sold to
the Holder in reliance on specific exemptions from the
registration requirements of the United States federal and state
securities laws which the Registrant believes are available to
cover this transaction based on representations, warranties,
agreements, acknowledgements and understandings provided to the
Registrant by the Holder.
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.
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.
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.
COLT DEFENSE: Chief Operating Officer Resigns
---------------------------------------------
John M. Magouirk, senior vice president and chief operating
officer of Colt Defense LLC, resigned from his position from the
Company and its subsidiary. Mr. Magouirk entered into a
separation agreement and general release.
In exchange for agreeing to a release of claims and certain post-
employment restrictions, the Company has agreed to a continuation
of Mr. Magouirk's salary at the rate of Mr. Magouirk's current
base salary through Nov. 13, 2015. and to a continuation of Mr.
Magouirk's participation in Colt.s group health plans through
Dec. 31, 2014.
Mr. Scott Anderson, age 52, succeeded Mr. Magouirk, as interim
chief operating officer on or about Nov. 10, 2014. Mr. Anderson
will report to Dennis Veilleux, the Company's chief executive
officer. Mr. Anderson joins the Company with over 20 years of
experience in coated and structural metal manufacturing including
time spent as senior vice president and advisor at Euramax
Holdings Inc., president at Amerimax Building Products, and
Controller with Alumax Inc. Mr. Anderson attended the University
of Utah where he earned a B.S. in Finance in 1987 and New York
University, Sloan School of Business, where he earned a M.B.A. in
1995.
About Colt Defense
Colt Defense LLC is a renowned designer, developer and
manufacturer of firearms for military, personal defense and
recreational purposes. The Company's founder, Samuel Colt,
patented the first commercially successful revolving cylinder
firearm in 1836 and, in 1847, began supplying U.S. and
international military customers with firearms that have set the
standards of their era.
As of June 29, 2014, the Company had $249.02 million in total
assets, $410.72 million in total liabilities and a $161.70 million
total deficit.
* * *
As reported by the TCR on Oct. 1, 2014, Moody's Investors Service
had downgraded the ratings of Colt Defense LLC, including its
Corporate Family Rating ("CFR") and Probability of Default Ratings
to Caa2 and Caa2-PD from Caa1 and Caa1-PD, respectively. The
ratings downgrade reflects Colt's meaningfully weaker than
anticipated operating results during the first half of 2014
leading to elevated credit metrics and weak near-term liquidity
profile.
Standard & Poor's Ratings Services had lowered its corporate
credit rating on Connecticut-based gun manufacturer Colt Defense
LLC to 'CCC' from 'CCC+', according to a TCR report dated
Sept. 23, 2014.
COLT DEFENSE: Obtains $70-Mil. Loan Facility From Morgan Stanley
----------------------------------------------------------------
Colt Defense LLC has entered into a new $70 million senior secured
term loan facility with Morgan Stanley Senior Funding Inc.
Proceeds from the MS Facility will be used to repay all amounts
outstanding under the Company's existing term loan agreement dated
as of July 12, 2013, and provide additional liquidity, including
to allow the Company to make the $10.9 million interest payment
due Nov. 17, 2014, under the indenture governing its existing
senior notes.
The credit agreement governing the MS Facility (i) does not
contain financial covenants or amortization provisions similar to
those provisions in the Company's existing term loan agreement;
(ii) provides for the accrual of interest on an 8% cash and 2%
payment-in-kind basis; and (iii) will mature no later than
Aug. 15, 2018, subject to the satisfaction of certain conditions.
The lenders under the Company's existing credit agreement dated as
of Sept. 29, 2011, have also agreed to amendments to the ABL
Credit Agreement necessary for the Company to enter into the MS
Facility. The Company believes that the MS Facility will provide
it with the time and flexibility necessary to support its medium
and long term objectives.
About Colt Defense
Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms weapons systems for individual soldiers and law
enforcement personnel for the U.S. military, U.S. law enforcement
agencies, and foreign militaries. Post the July 2013 acquisition
of New Colt Holding Corp., the parent company of Colt's
MANUFACTURING COMPANY, the company also has direct access to the
commercial end-market for rifles, carbines and handguns. Revenues
for the last twelve months ended June 30, 2014 totaled $243
million.
* * *
As reported by the TCR on Nov. 17, 2014, Moody's Investors Service
downgraded Colt Defense LLC's Corporate Family Rating ("CFR") to
Caa3 from Caa2 and Probability of Default Rating ("PDR") to Caa3-
PD from Caa2-PD. Concurrently, Moody's lowered the rating on the
company's $250 million senior unsecured notes to Ca from Caa3.
The downgrade was based on statements made by Colt Defense in its
November 12, 2014 Form NT 10-Q filing. In the filing the company
indicated that it expects to report a decline in net sales for the
three month period ended September 28, 2014 versus the same period
last year of approximately 25 percent together with a decline in
operating income of approximately 50 percent.
On Nov. 20, 2014, the TCR reported that Standard & Poor's Ratings
Services raised its corporate credit rating on U.S.-based gun
manufacturer Colt Defense LLC to 'CCC' from 'CCC-' and removed all
ratings from CreditWatch, where they were placed with negative
implications on Nov. 13, 2014. "The upgrade reflects a reduced
likelihood of default in the coming months following a recent
refinancing that improved the company's liquidity profile
somewhat," said Standard & Poor's credit analyst Chris Mooney.
CORD BLOOD: Reports $1.5 Million Net Income in Third Quarter
------------------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.50 million on $1.19 million of revenue for the
three months ended Sept. 30, 2014, compared with a net loss
$591,734 on $1.48 million of revenue for the same period a year
ago.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $222,932 on $3.13 million of revenue compared to a net
loss of $1.68 million on $4.42 million of revenue for the same
period last year.
The Company's balance sheet at Sept. 30, 2014, showed
$3.95 million in total assets, $4.66 million in total liabilities,
and a $708,000 total deficit.
Joseph Vicente, president of Cord Blood commented, "We made the
decision to divest our BioCells subsidiary during the third
quarter of 2014, and our positive financial results from
continuing operations validate this decision with the tangible
impact it has had increasing our profitability. It has also
allowed us to focus on the areas of profitable growth in our
domestic Cord operations from enrollment fees, recurring storage
revenue across multiple products and tissue related product sales
where we saw an increase of over 180% in the third quarter from
the year ago period. We believe we have positioned the company to
have a significantly broader product base diversifying our
revenue. We have also been able to ramp our sales and marketing
efforts to support this product base, and are excited about the
opportunities this has already culminated in for the company which
we look forward to updating the investment community on as they
progress."
"The Company has experienced recurring net losses from operations,
which losses have caused an accumulated deficit of approximately
$53.46 million as of September 30, 2014. In addition, CBAI has
notes and loans payable of approximately $1.49 million as of
September, 2014. The Company has no available common stock
outstanding as of September 30, 2014, and as such, the Company may
not be able to issue common stock to retire debt until such time
as the shareholders approve an increase in the number of shares
authorized. These factors, among others, raise substantial doubt
about CBAI'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/X4neo4
About Cord Blood America
Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International. Cord specializes in
providing private cord blood stem cell preservation services to
families. BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy. Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.
Cord Blood reported a net loss of $2.97 million on $5.97 million
of revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $3.49 million on $5.99 million of revenue 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 sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CORINTHIAN COLLEGES: To Sell Campuses to Zenith Education
---------------------------------------------------------
Chelsey Dulaney and Alan Zibel, writing for The Wall Street
Journal, reported that troubled for-profit college operator
Corinthian Colleges Inc. agreed to sell the bulk of its campuses
to Zenith Education Group, a newly formed unit of a student loan
firm for $24 million as it winds down its operations.
According to the report, Zenith, owned bby Oakdale, Minn.-based
ECMC Group Inc., will buy 56 Everest and WyoTech campuses in 17
states, as well as Corinthian's online programs. Zenith will also
finish the wind-down of 12 schools it is acquiring from Corinthian
under the deal, which is expected to close in January, the report
added.
Corinthian Colleges, Inc. offers post-secondary courses in the
areas of health care, business, criminal justice, transportation
technology and maintenance, information technology, and
construction trades. The Santa Ana, California-based Company
currently caters to 81,300 students.
CROSSFOOT ENERGY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
CrossFoot Energy, LLC 14-44668
1305 W. Magnolia Avenue, Suite C
Fort Worth, TX 76104
CrossFoot Operating, LLC 14-44669
1305 W. Magnolia Avenue, Suite C
Fort Worth, TX 76104
CrossFoot Properties, LLC 14-44670
1305 W. Magnolia Avenue, Suite C
Fort Worth, TX 76104
CrossFoot Energy Fund I, L.P. 14-44671
1305 W. Magnolia Avenue, Suite C
Fort Worth, TX 76104
CrossFoot Energy Fund II, L.P. 14-44672
1305 W. Magnolia Avenue, Suite C
Fort Worth, TX 76104
Type of Business: The Debtors operate an oil and gas company
focused on the acquisition and improvement of
lower-risk, long life proven reserves.
Chapter 11 Petition Date: November 20, 2014
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Russell F. Nelms (14-44668, 14-44670, 14-44671)
Hon. Michael Lynn (14-44669 and 14-44672)
Debtors' Counsel: Jeff P. Prostok, Esq.
FORSHEY & PROSTOK, LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Tel: 817-877-8855
Email: jpp@forsheyprostok.com
Estimated Estimated
Assets Liabilities
----------- -----------
CrossFoot Energy $100K-$500K $0-$50K
CrossFoot Operating $1MM-$10MM $1MM-$10MM
CrossFoot Properties $100K-$500K $0-$50K
CrossFoot Energy Fund I, L.P. $1MM-$10MM $1MM-$10MM
CrossFoot Energy Fund II $10MM-$50MM $1MM-$10MM
The petitions were signed by David M. Breedlove, Jr., managing
director.
The Debtors did not file a list of their largest unsecured
creditors when they filed the petition.
CROSSFOOT ENERGY: Fails to Sell Assets, Files for Chapter 11
------------------------------------------------------------
FortWorth, Texas-based oil and gas company CrossFoot Energy, LLC,
sought bankruptcy protection after a planned sale of the assets
for $20 million to $30 million failed to secure any formal offers.
CrossFoot Energy woes started Nov. 1, 2012, when the Debtors
encountered a catastrophic mechanical issue with the saltwater
disposal well for its largest producing well, the Wolcott A, which
represented about 50 percent of the Debtors' production. In early
November of 2012, the saltwater disposal well for the Wolcott A
completely plugged up, thus becoming inoperable. The operator
immediately began a workover but encountered numerous casing
issues over the course of 10 weeks. Ultimately the casing
collapsed, making the well permanently inoperable.
Once the numerous attempts to re-establish wellbore communication
failed, the operator and CFE began exploring various alternatives
for creation a new saltwater disposal well. Multiple alternatives
were explored including entering plugged wells on an adjacent
lease or drilling a new saltwater disposal well on the Debtors'
current lease. After extensive due diligence and consultation
with the Debtors' geologist, field engineer, and legal counsel,
the operator and CFE concluded that the best course of action was
to drill a new saltwater disposal well on the existing Wolcott
lease. While the capital costs were significant, the operator and
CFE had no better alternative than to aggressively pursue this
course of action so that oil production could resume from the
Wolcott A.
The drilling of a new saltwater disposal well along with
construction of the disposal battery and telemetry required
$1.2 million. Additionally, production was not restored until May
of 2013. Other than sparse production was restored, the new
facilities and injection pump were tested for 60 days before
consistent production resumed due to significant down hole
pressure. In total, the Funds lost more than $1.75 million of net
revenue for the Wolcott A during the time the well was out of
service, which continued until production resumed at the prior
level nearly 10 months later. Accordingly, the Funds incurred
approximately $1.5 million of capital costs in the attempted
repair and drilling of a new saltwater disposal well in addition
to the $1.75 million of lost revenue, incurring a total loss of
over $3.35 million.
In July 2013, F&M Bank & Trust asked the Debtors what they would
need in order to position their properties for sale. F&M Bank
approved a $2.2 million increase in the Debtors' facility to allow
them to fund certain necessary maintenance and to pay-down certain
payables in order to position the Debtors' properties for sale.
Upon completion of these maintenance projects, Anderson King
Energy Advisors was engaged to sell the Debtors' properties. It
was expected that a sale would close by March 31, 2014. After
quoting an expected range for offers of $20 million to $30
million, Anderson King was unable to secure any formal offers for
the Debtors' portfolio. As a result, the Debtors were unable to
sell their assets by March 31, 2014, as planned.
Following Prosperity Bank's acquisition of F&M Bank on April 1,
2014, Prosperity granted an extension of the maturity date of the
Debtors' indebtedness to May 31, 2014. The Debtors and Prosperity
have entered into several additional modifications of the loan
agreement extending the maturity date of the indebtedness so that
the Debtors would work towards refinancing the debt. However,
while the Debtors have had some promising discussions with various
potential sources of financing, the have thus far been unable to
consummate an agreement for the refinancing of the Prosperity
indebtedness.
First Day Motions
The Debtors on the Petition Date filed motions to:
-- jointly administer their Chapter 11 cases;
-- use cash collateral;
-- honor certain outstanding prepetition checks; and
-- pay prepetition employee compensation and expenses.
The Debtors have sought expedited consideration of the first day
motions.
About CrossFoot Energy
Based in Fort Worth, Texas, with a field office in Midland, Texas,
CrossFoot Energy, LLC, and its affiliates operate an oil and gas
company focused on the acquisition and improvement of lower-risk,
long live proven reserves. CrossFoot's primary production occurs
out of the Siluro-Devonian formation with significant additional
shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn,
Penn Lime and Mississippian formations.
CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth,
Texas on Nov. 20, 2014. The case is assigned to Judge Russell F.
Nelms. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft.
Worth, Texas, serves as counsel to the Debtors.
As of the Petition Date, secured creditor Prosperity Bank is owed
$12. 1 million.
CROSSFOOT ENERGY: Seeks to Use Prosperity's Cash Collateral
-----------------------------------------------------------
CrossFoot Energy, LLC, and its affiliates seek approval from the
Bankruptcy Court to use cash collateral of secured creditor
Prosperity Bank.
The current principal balance of the Debtors' indebtedness to
Prosperity is approximately $12.1 million. Interest is accruing
on the indebtedness at the rate of prime plus four and one quarter
percent. Prosperity asserts liens on virtually all of the
Debtors' assets to secure the indebtedness.
The Debtors seek to grant adequate protection to Prosperity for
any diminution of the value of the prepetition collateral as a
result of the use of cash collateral and the imposition of the
automatic stay through the issuance of a replacement lien favor of
the prepetition lender on cash collateral generated postpetition.
The Debtors say that access to cash collateral is necessary to
prevent immediate and irreparable harm to the Debtors' chapter 11
estates and should provide sufficient funds, on an interim basis,
to permit the Debtors to continue to operate their business and to
satisfy their payroll and other direct operating expenses. The
Debtors request for approval for interim use of cash collateral
through Dec. 1, 2014, on an interim baiss and therefater on a
permanent basis.
About CrossFoot Energy
Based in Fort Worth, Texas, with a field office in Midland, Texas,
CrossFoot Energy, LLC, and its affiliates operate an oil and gas
company focused on the acquisition and improvement of lower-risk,
long live proven reserves. CrossFoot's primary production occurs
out of the Siluro-Devonian formation with significant additional
shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn,
Penn Lime and Mississippian formations.
CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth,
Texas on Nov. 20, 2014. The case is assigned to Judge Russell F.
Nelms. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft.
Worth, Texas, serves as counsel to the Debtors.
As of the Petition Date, secured creditor Prosperity Bank is owed
$12. 1 million.
CTI BIOPHARMA: Reports $4.6-Mil. Net Income for Third Quarter
-------------------------------------------------------------
CTI BioPharma Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
income of $4.6 million on $39.53 million of total revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$15.54 million on $362,000 of total revenues for the same period
last year.
The Company's balance sheet at Sept. 30, 2014, showed
$68.6 million in total assets, $44.66 million in total
liabilities, $7.89 million in common stock purchase warrants and
total stockholders' equity of $16.05 million.
The Company has incurred net losses since inception and expect to
generate losses for the next few years primarily due to research
and development costs for pacritinib, PIXUVRI, Opaxio, tosedostat
and brostallicin. Its available cash and cash equivalents were
$29.9 million as of Sept. 30, 2014. Subsequent to period end, the
Company borrowed $5 million in additional outstanding principal
under its senior secured term loan agreement, and received an
upfront payment of EUR14 million (or $17.8 million using the
currency exchange rate as of the date the Company received the
funds in October 2014) in connection with its exclusive license
and collaboration agreement with Servier. The Company believes
that its present financial resources (including the $17.8 million
received in October 2014 under the Servier Agreement), together
with additional milestone payments projected to be received under
certain of its contractual agreements, its ability to control
costs and expected net contribution from commercial operations in
connection with PIXUVRI, will only be sufficient to fund the
Company's operations into the third quarter of 2015. This raises
substantial doubt about the Company's ability to continue as a
going concern.
A copy of the Form 10-Q is available at:
http://is.gd/44r8lX
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.
CUBIC ENERGY: Incurs $989,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Cubic Energy, Inc., 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 $989,555 on $4.10 million
of total revenues for the three months ended Sept. 30, 2014,
compared to a net loss attributable to common shareholders of
$4.88 million on $866,702 of total revenues for the same period
during the prior year.
As of Sept. 30, 2014, the Company had $121.37 million in total
assets, $123.65 million in total liabilities, $988 in redeemable
preferred stock, and a $2.27 million total stockholders' deficit.
At Sept. 30, 2014, the Company had a working capital deficit of
$78,403,281, an increase from the Company's working capital
deficit of $72,997,802 as of June 30, 2014. The increase in the
Company's working capital deficit is primarily attributable to an
increase in accounts payable and accrued expenses.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/LhsP2l
* * *
Cubic Energy earlier disclosed that due to its efforts to resolve
certain accounting issues relating to transactions consummated on
Oct. 2, 2013, and the related delay in filing its annual report on
Form 10-K for the fiscal year ended June 30, 2014, the Company has
been unable to complete, within the prescribed time period, its
Quarterly Report on Form 10-Q for its fiscal quarter ended Sept.
30, 2014. According to a regulatory filing with the U.S.
Securities and Exchange Commission, the Company anticipates it
will file the Form 10-Q on or before Nov. 19, 2014.
About Cubic Energy
Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.
Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, a net loss of $12.49 million for the year
ended June 30, 2012, and a net loss of $10.28 million
for the year ended June 30, 2011.
As of March 31, 2014, the Company had $134.14 million in total
assets, $141.96 million in total liabilities, $988 in
redeemable common stock and a $7.81 million total stockholders'
deficit.
CULLEN/FROST BANKERS: Fitch to Drop BB+ Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings plans to withdraw the ratings on Cullen/Frost
Bankers, Inc., Frost State Bank and Cullen/Frost Capital Trust II
on or about December 21, 2014, for business reasons. Fitch
currently rates Cullen/Frost Bankers, Inc., Frost State Bank and
Cullen/Frost Capital Trust II as follows:
Cullen/Frost Bankers, Inc.
-- Long-Term IDR 'A';
-- Short-Term IDR 'F1';
-- Viability Rating 'a';
-- Preferred Stock 'BB+'
-- Subordinated Notes 'A-';
-- Support Floor 'NF'
-- Support '5'.
Frost State Bank
-- Long-Term IDR 'A';
-- Long-Term Deposit 'A+';
-- Short-Term IDR 'F1';
-- Short-Term Deposit 'F1';
-- Viability Rating 'a';
-- Support Floor 'NF'
-- Support '5'.
Cullen/Frost Capital Trust II
-- Trust Preferred Stock 'BBB-'.
The Rating Outlooks are Stable.
DEE ALLEN: Bingham County Directed to Remit Tax Sale Proceeds
-------------------------------------------------------------
Bankruptcy Judge Joel T. Marker authorized and directed the
Treasurer of Bingham County, Idaho to remit excess tax sales
proceeds of $6,000, to the consolidated estate of Dee Allen
Randall, et al.
Judge Marker also overruled Debtor Dee Allen Randall's competing
claim to the excess sales proceeds.
Gil A. Miller, Post-Confirmation Trustee of the Debtors' estates
requested for the relief in aid of the confirmed plan.
The trustee is represented by:
Michael R. Johnson, Esq.
David H. Leigh, Esq.
RAY QUINNEY & NEBEKER P.C.
36 South State Street, 14th Floor
Salt Lake City, UT 84111
Tel: (801) 532-1500
Fax: (801) 532-7543
E-mail: mjohnson@rqn.com
dleigh@rqn.com
The scheduled Oct. 14 hearing is stricken.
As reported in the Troubled Company Reporter on Nov. 5, 2013,
Judge Marker confirmed the trustee's Liquidating Plan of
Reorganization dated Sept. 9, 2013, after finding that all of the
applicable requirements for confirmation set forth in 11 U.S.C.
Sec. 1129 and all other legal requirements have been satisfied
concerning the Plan.
Union Central conveyed objections to the Trustee's proposal to
create a post-confirmation "Personal Actions Trust", which will
(i) pursue claims against "facilitators" of the "Randall
Enterprise Ponzi Scheme," and (ii) will allow -- but will not
require -- victims to assign their causes of action to the trust.
The Trustee proposes to hire the Estate's lawyers to prosecute
these claims, under a contingent fee arrangement.
Union Central pointed out that the proposal provides for the
Estate's lawyers concurrently to represent both the Estate and a
single class of the Estate's creditors. Thus, according to Union
Central, the Plan should not be approved because it does not
comply with Section 327(a), 1104(d) and 101(14) of the Bankruptcy
Code.
The trustee responded that because Sections 327(a) and 1104(d)
only deal with the retention and employment of trustees and
professionals for the estate, and because there will be no estate
if the Plan is confirmed, the Plan cannot possibly violate those
sections of the Bankruptcy Code.
The Trustee averred that his litigation strategy will provide
definite benefits to most, if not all, of the victims. As of
11:30 a.m. on October 24, 2013, the Trustee had received 352
ballots concerning the Plan, 350 of which were cast by Class 17
Victims and 2 of which were cast by Class 16(A) creditors. Of the
350 Class 17 Victim ballots, 346 voted in favor of the Plan, and
only four voted against it. Further, of the 346 Victim ballots
voting in favor of the Plan, only three expressly declined to
assign their Victim Causes of Action to the PAT. Ten additional
Victim ballots voted in favor of the Plan but failed to indicate
whether they would or would not assign their Victim Causes of
Action to the PAT.
A copy of the Plan Confirmation Order is available for free at:
http://bankrupt.com/misc/Dee_Allen_Plan_Order.pdf
About Dee Allen Randall
Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to
forestall creditors while he reorganized his finances. His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding. Judge Joel T. Marker
presides over the bankruptcy case. In his petition, Mr. Randall
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.
Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.
Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.
On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate
entities -- Horizon Auto Funding, LLC, Independent Commercial
Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and
Investment Inc. and Horizon Financial & Insurance Group Inc. -- in
bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah
Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834).
Judge Joel T. Marker presides over the 2010 and 2011 cases.
Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H.
Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to
the Chapter 11 Trustee. The cases are substantively consolidated
under Case No. 10-37546. Reid Collins & Tsai LLP represents the
Chapter 11 Trustee as special litigation counsel. Fabian &
Clendenin represents the Chapter 11 Trustee as special counsel.
Union Central is represented by J. Thomas Beckett, Esq., at
PARSONS BEHLE & LATIMER.
DENDREON CORP: Five Members Named to Creditors' Committee
---------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that she has
appointed five members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Dendreon Corporation and its
debtor affiliates:
(1) American Red Cross
Attn: Richard Feliciano
2025 E St. NW
Washington, DC 20006
Phone: 202-303-5534
Fax: 202-303-0099
(2) Document Technologies, LLC
Attn: Jeffrey W. Jacobs
Two Ravinia Dr., Ste. 850
Atlanta, GA 30346
Phone: 770-390-2700
Fax: 770-390-2705
(3) New York Blood Center, Inc.
Attn: Jordana G. Schwartz, Esq.
310 E. 67th St.
New York, NY 10065, Phone: 212-570-3002
(4) Piedmont ? Bridgewater NJ, LLC
c/o Piedmont Office Realty Trust, Inc.
Attn: Thomas A. McKean
11695 Johns Creek Pkwy., Ste. 350
John Creek, GA 30097
Phone: 770-418-8611
Fax: 770-418-8711
(5) GlaxoSmithKline
Attn: Tim Thelen, Esq.
5 Moore Dr.
PO Box 13398
Research Triangle Park, NC 27709
Phone: 919-483-1480
Fax: 704-899-9234
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.
DENDREON CORP: Employs AlixPartners as Restructuring Advisors
-------------------------------------------------------------
Dendreon Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ
AlixPartners, LLP, as restructuring advisors.
AlixPartners has agreed to provide the following services:
* Provide assistance to management in connection with the
Debtors' development of its cash flow models and such other
related forecasts as may be required.
* Provide assistance to management and the Debtors' counsel and
investment bankers, as necessary, with respect to their
negotiations with creditors and potential acquirers of
Debtors' assets.
* Assist in preparing for and filing a bankruptcy petition,
coordinating and providing administrative support for the
proceeding.
* Assist with the preparation of the statement of affairs,
schedules and other regular reports required by the Court.
* Assist, as requested, in analyzing preferences and other
avoidance actions, as required.
* Manage the claims and claims reconciliation processes.
* Assist the Debtors with electronic data collection.
* Assist the Debtors in other business and financial aspects of
the Chapter 11 Cases, including, but not limited to,
development of a Disclosure Statement and Plan of
Reorganization.
* Provide assistance in areas as testimony before the Court on
matters that are within the scope of this engagement and
within AlixPartners' area of testimonial competencies.
* Assist with other matters as may be requested that fall
within AlixPartners' expertise and that are mutually
agreeable.
The current standard hourly rates charged by AlixPartners in
respect of the professionals anticipated to be assigned to the
Debtors' cases are as follows:
Managing Directors $875 to $1,010
Directors $665 to $815
Vice Presidents $490 to $590
Associates $335 to $435
Analysts $290 to $320
Paraprofessionals $220 to $240
In addition to compensation for professional services,
AlixPartners will seek reimbursement for reasonable and necessary
expenses incurred in connection with the Chapter 11 cases.
According to AlixPartners' books and records, during the 90-day
period prior to the Petition Date, AlixPartners received
approximately $1,342,726 from the Debtors for professional
services performed and expenses incurred. Further, AlixPartners'
current estimate is that it has received unapplied advance
payments from the Debtors in excess of prepetition billings in the
amount of approximately $250,000, which amount is subject to final
determination after all prepetition billings and collections are
reconciled.
Alan D. Holtz, a managing director of AlixPartners, LLP, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Mr. Holtz, however, discloses, among other things, that a former
confidential client of AlixPartners in matters unrelated to the
Debtors is a vendor to the Debtors and ADP Inc., a vendor to the
Debtors, is a bondholder and vendor to current and former
AlixPartners clients in matters unrelated to the Debtors.
A hearing on the employment application will be held on Dec. 9,
2014, at 3:30 p.m. (Eastern). Objections are due Dec. 2.
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.
The U.S. Trustee for Region 3 has appointed five members to the
Official Committee of Unsecured Creditors.
DENDREON CORP: Has Until Jan. 9 to File Schedules
-------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended the time by which Dendreon Corporation, et
al., must file their schedules of assets and liabilities and
statements of financial affairs through and including Jan. 9,
2015.
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.
The U.S. Trustee for Region 3 has appointed five members to the
Official Committee of Unsecured Creditors.
DI PURCHASER: Moody's Assigns B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to DI Purchaser, Inc. (aka
Distribution International or "DI"), which is the entity formed
following the leveraged buyout of DI by Advent International Corp.
("Advent") from the affiliates of Audax Management Company, LLC
("Audax") and The CapStreet Group. In related rating actions
Moody's assigned a B3 to the company's proposed senior secured
term loan due 2021, and a Caa2 to the proposed second lien senior
secured term loan due 2022. Proceeds from the term loans and an
equity contribution from the affiliates of Advent will be used to
facilitate the acquisition of DI. The existing ratings at
Distribution International, Inc. will be withdrawn upon closing of
the transaction. The rating outlook is stable.
Advent is acquiring DI in a leveraged buyout. DI's new capital
structure will consist of an $80 million asset-based revolving
credit facility maturing 2019 (unrated), a $215.5 million senior
secured term loan due 2021 and a $113 million second lien senior
secured term loan due 2022. Advent's cash contribution is in the
form of common equity. Upon closing, Advent will own 91% of DI.
Audax and current management will control DI's remaining shares.
The following ratings/assessments are affected by this action:
Corporate Family Rating assigned B3;
Probability of Default assigned B3-PD;
Senior Secured Term Loan due 2021 assigned B3 (LGD3); and
Second Lien Senior Secured Term Loan 2022 due assigned Caa2
(LGD5).
Ratings Rationale
DI's B3 Corporate Family Rating reflects the company's highly-
leveraged capital structure following the buyout by affiliates of
Advent. Balance sheet debt is increasing to about $328 million, an
almost 25% increase from September 30, 2014. Moody's calculates
adjusted leverage of over 7.0x on a pro forma basis at closing,
and includes earnings from recent acquisitions. Higher volumes,
better pricing, operational improvement and debt reduction due to
term loan amortization will result in better leverage credit
metrics, but leverage will remain elevated relative to the current
ratings. Moody's projects debt-to-EBITDA will trend below 6.5x by
mid-2016 (ratio incorporates Moody's standard adjustments).
Additionally, DI will have considerable negative tangible net
worth. A key risk is that significant permanent debt reduction
from excess free cash flow will be difficult to achieve. Cash
interest payments and term loan amortization will approach nearly
$26 million per year. Higher levels of working capital
expenditures relative to previous years to meet growing demand
will further limit the company's ability to generate large amounts
of free cash flow, which could be used to pay down term loan
borrowings.
Offsetting some of these concerns is Moody's expectation that DI
will benefit from growth in the refining and industrial segments,
both drivers of DI's revenues. Approximately 70% of DI's revenues
are derived from the industrial sector with about 70% of these
revenues driven by the maintenance and repair operations ("MRO")
and 30% from capital projects. Commercial construction and repair
and remodeling represent the remaining 30% of the company's
revenues. Also, DI serves diverse end markets, providing some
protection against downturns in any one segment. DI's operating
margins, a key credit strength, are anticipated to improve due to
higher volumes and pricing as well as from better operational
efficiencies, both internally and from acquired businesses.
Moody's projects a gradual improvement in EBITDA margins. Despite
the pro forma increase in balance sheet debt and related interest
expense, Moody's forecast interest coverage, measured as (EBITDA-
CapEx)-to-interest expense, could exceed 1.75x by mid-2016 (ratio
incorporates Moody's standard adjustments). DI is benefiting from
the currently low interest rate environment. The company's
liquidity profile, characterized mainly by sufficient revolver
availability and the absence of material debt maturities until the
revolver expires in 2019, gives DI the financial flexibility to
meet potentially higher seasonal demand, pursue "bolt-on
acquisitions, and satisfy its debt service requirements.
The stable rating outlook incorporates Moody's view that DI's
operating performance will continue to improve, resulting in
leverage metrics that will become more supportive of the current
Corporate Family Rating. The stable outlook also includes Moody's
expectations that the company will be able to seamlessly integrate
acquisitions while maintaining sufficient availability under its
revolving credit facility to meet potential shortfalls in
operating cash flows due to higher working capital needs and to
support growth initiatives.
The B3 rating assigned to DI's $215.5 million senior secured term
loan due 2021, the same rating as the Corporate Family Rating,
results from the loan comprising the majority of debt in DI's
capital structure, as well as the collateral securing this credit
facility. It has a first lien on substantially all of DI's long-
term assets, and a second lien on the assets securing the
revolving credit facility. Also, this term loan benefits from the
priority of payment relative to the company's second lien term
loan.
The Caa2 rating assigned to DI's $113 million second lien senior
secured term loan due 2022, two notches below the Corporate Family
Rating, results from its position as the most junior debt in DI's
capital structure, putting it in a first-loss position in a
recovery scenario.
Due to the company's elevated debt leverage and small size
relative to other rated distributors, positive rating actions are
unlikely for DI over the next 12 to 18 months. However, if the
company meets Moody's expectations for revenue growth, margin
expansion and debt reduction from free cash flow, debt-to-EBITDA
trending towards 4.5x or (EBITDA-CapEx)-to-interest expense
sustained above 2.0x (all ratios incorporate Moody's standard
adjustments) could result in upwards rating actions. A better
liquidity profile could also support positive rating actions.
DI's ratings or outlook could come under pressure if the company
fails to meet Moody's performance expectations, such that debt-to-
EBITDA does not decrease to 6.5x or (EBITDA-CapEx)-to-interest
remains below 1.5x (all ratios include Moody's standard
adjustments). Excessive usage of the revolving credit facility for
acquisitions, significant levels of dividends, or deterioration in
the company's liquidity could pressure the ratings as well.
DI Purchaser, Inc. (aka Distribution International or "DI"),
headquartered in Houston, TX, is a North American distributor and
fabricator of insulation and related products to the industrial
and commercial end-markets. Advent International Corp., through
its respective affiliates, is the primary owner of DI. Revenues
for the 12 months through September 30, 2014 totaled approximately
$425 million.
The principal methodology used in this rating was Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
DIALOGIC INC: Reports $361,000 Net Loss for Third Quarter
---------------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $361,000 on $30.63 million of total revenue for the three
months ended Sept. 30, 2014, compared to a net loss of $851,000 on
$30.20 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 of $7.95 million on $90.52 million of total revenue
compared to a net loss of $16.89 million on $95.07 million of
total revenue for the same period during the prior year.
As of Sept. 30, 2014, the Company had $57.8 million in total
assets, $132 million in total liabilities, and a $74.06 million
stockholders' deficit.
Bankruptcy Warning
On Oct. 10, 2014, the Company entered into an Agreement and Plan
of Merger with Dialogic Group Inc., or Parent, and Dialogic Merger
Inc., a wholly-owned subsidiary of Parent, or Sub, pursuant to
which the Company would be acquired by Parent and Sub, subject to
the terms and conditions of the Merger Agreement.
"The Company expects that all outstanding debt under the Term Loan
Agreement will be cancelled and extinguished upon the consummation
of the transactions contemplated by the Merger Agreement, and
anticipates that all outstanding debt under the Revolving Credit
Agreement will be refinanced prior to its maturity date of
March 31, 2015.
"However, if the transactions contemplated by the Merger Agreement
and the Commitment Letter do not occur as anticipated, the Company
will be required to pursue alternative funding arrangements,
including but not limited to extending or restructuring both debt
agreements, as the Company does not in such event anticipate
having sufficient cash and cash equivalents to repay the debt at
the maturity of these agreements on March 31, 2015, or if the
maturity dates were accelerated. If the transactions contemplated
by the Merger Agreement and the Commitment Letter do not occur as
anticipated and there is an acceleration of the maturity of the
outstanding debt, or if the agreements are not extended or
restructured prior to March 31, 2015, the lenders under such debt
agreements could seek to foreclose on the Company's assets, as a
result of which the Company would likely need to seek protection
under the provisions of the U.S. Bankruptcy Code and/or its
affiliates might be required to seek protection under the
provisions of applicable bankruptcy codes in other jurisdictions,"
the Company warned in the Report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/xf7S7y
About Dialogic
Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.
Dialogic reported a net loss of $53.93 million in 2013 following
a net loss of $37.61 million in 2012. The Company's balance sheet
at June 30, 2014, showed $60.57 million in total assets, $134.74
million in total liabilities, and a $74.17 million total
stockholders' deficit.
The Company said in its quarterly report for the period ended
June 30, 2014, that it would likely need to seek protection
under the provisions of the U.S. Bankruptcy Code or its affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes in other jurisdictions the event of an
acceleration of the Company's obligations under the Revolving
Credit Agreement or Term Loan Agreement prior to their maturity or
if the agreements are not extended or otherwise restructured as of
March 31, 2015, and the Company fails to pay the amounts that
would then become due.
DIALOGIC INC: Tennenbaum Capital Reports 90.6% Equity Stake
-----------------------------------------------------------
Tennenbaum Capital Partners, LLC, disclosed in an amended Schedule
13D filed with the U.S. Securities and Exchange Commission that as
of Nov. 18, 2014, it beneficially owned 70,875,494 shares of
common stock of Dialogic Inc. representing 90.6 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/Q60J6z
About Dialogic
Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.
Dialogic reported a net loss of $53.93 million in 2013 following
a net loss of $37.61 million in 2012. The Company's balance sheet
at June 30, 2014, showed $60.57 million in total assets, $134.74
million in total liabilities, and a $74.17 million total
stockholders' deficit.
The Company warned in its quarterly report for the period ended
June 30, 2014, that it would likely need to seek protection
under the provisions of the U.S. Bankruptcy Code or its affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes in other jurisdictions in an event of
an acceleration of the Company's obligations under the Revolving
Credit Agreement or Term Loan Agreement prior to their maturity or
if the agreements are not extended or otherwise restructured as of
March 31, 2015, and the Company fails to pay the amounts that
would then become due.
DIALOGIC INC: Files Post-Effective Amendment to Form S-3
--------------------------------------------------------
Dialogic Inc. had filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-3, as amended,
registering the offer and sale of 57,971,766 shares of the
Company's common stock, par value $0.001 per share. The Company
filed a Post-Effective Amendment No.1 to the Registration
Statement to deregister any and all securities that remain unsold
under the Registration Statement. The Company has determined to
terminate the offering of its securities pursuant to the
Registration Statement.
About Dialogic
Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.
Dialogic reported a net loss of $53.93 million in 2013 following
a net loss of $37.61 million in 2012. The Company's balance sheet
at June 30, 2014, showed $60.57 million in total assets, $134.74
million in total liabilities, and a $74.17 million total
stockholders' deficit.
The Company warned in its quarterly report for the period ended
June 30, 2014, that it would likely need to seek protection
under the provisions of the U.S. Bankruptcy Code or its affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes in other jurisdictions the event of an
acceleration of the Company's obligations under the Revolving
Credit Agreement or Term Loan Agreement prior to their maturity or
if the agreements are not extended or otherwise restructured as of
March 31, 2015, and the Company fails to pay the amounts that
would then become due.
DOLPHIN DIGITAL: Incurs $536,000 Net Loss in Third Quarter
----------------------------------------------------------
Dolphin Digital Medica Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $535,599 on $516,502 of total revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $441,430 on
$505,950 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 $1.48 million on $1.56 million of total revenues
compared to a net loss of $1.98 million on $1.79 million of total
revenues for the same period during the prior year.
As of Sept. 30, 2014, the Company had $1.32 million in total
assets, $9.71 million in total liabilities, all current, and a
$8.38 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/UmojSC
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
Dolphin Digital incurred a net loss of $2.46 million in 2013
following a net loss of $3.38 million in 2012.
Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has incurred net losses, negative cash flows from
operations and does not have sufficient working capital. These
events raise substantial doubt about the Company's ability to
continue as a going concern.
DR. TATTOFF: Reports $2.3 Million Net Loss for Third Quarter
------------------------------------------------------------
Dr. Tattoff, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.27 million on $1.19 million of revenues for the three months
ended Sept. 30, 2014, compared to a net loss of $886,506 on
$926,733 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 $5.37 million on $3.39 million of revenues compared to
a net loss of $3.16 million on $2.90 million of revenues for the
same period during the prior year.
As of Sept. 30, 2014, the Company had $2.34 million in total
assets, $10.76 million in total liabilities and a $8.41 million
total shareholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/83HTqf
About Dr. Tattoff
Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."
Dr. Tattoff reported a net loss of $4.30 million on $3.65 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $2.83 million on $3.20 million of revenues during the
prior year.
SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $5,435,000, has shareholders' deficit of
approximately $4,013,000, has suffered recurring losses and
negative cash flows from operations, and has an accumulated
deficit of approximately $11,708,000 at Dec. 31, 2013. This
raises substantial doubt about the Company's ability to continue
as a going concern.
DUNE ENERGY: Incurs $3.7 Million Net Loss in Third Quarter
----------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.73 million on $11.0 million of total revenues for the three
months ended Sept. 30, 2014, compared to a net loss of
$30.4 million on $13.70 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 $39.4 million on $36.1 million of total revenues
compared to a net loss of $34.9 million on $43.6 million of total
revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $229 million
in total assets, $144 million in total liabilities and
$85.2 million in total stockholders' equity.
"Our primary sources of liquidity are cash provided by operating
activities, debt financing, sales of non-core properties and
access to capital markets. As previously discussed, the Company
is now subject to a Forbearance Agreement and Fourth Amendment to
the Credit Agreement. Under the terms of this agreement, we have
a borrowing base set at $40 million. Pursuant to the terms of the
agreement, so long as we remain in compliance with the terms of
the agreement, Dune has $1 million of borrowing capacity
available. Nevertheless, this will not provide sufficient
liquidity to continue normal operations absent a longer-term
solution prior to the end of the forbearance period.
"These and other factors raise substantial doubt about our ability
to continue as a going concern beyond Dec. 31, 2014, should the
Merger with Eos not occur," the Company stated.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/WJLUxz
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.
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.
DYAX CORP: Incurs $816K Net Loss for Sept. 30 Quarter
-----------------------------------------------------
Dyax Corp. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, disclosing a net loss of
$816,000 on $21.99 million of total net revenues for the three
months ended Sept. 30, 2014, compared with a net loss of $6.19
million on $13.69 million of total net revenues for the same
period in the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $212 million
in total assets, $106.7 million in total liabilities and
total stockholders' equity of $105 million.
A copy of the Form 10-Q is available at:
http://is.gd/iFHp6t
Dyax Corp., a biopharmaceutical company, identifies, develops, and
commercializes treatments for hereditary angioedema (HAE) and
plasma kallikrein-mediated (PKM) angioedemas. The company offers
KALBITOR for the treatment of acute attacks of HAE. It is
developing DX-2930, a human monoclonal antibody inhibitor of
plasma kallikrein, which would be a candidate to prophylactically
treat HAE and other PKM disorders. The company distributes
KALBITOR through a network of wholesale and specialty pharmacy
arrangements. It has agreements with CVie Therapeutics for the
development and commercialization of KALBITOR in the treatment of
HAE and other angioedema indications in China; and Novellus
Biopharma AG for the development and commercialization of KALBITOR
for the treatment of HAE and other angioedema indications in Latin
America, including Argentina, Brazil, Chile, Colombia, Mexico, and
Venezuela. The company also has a strategic collaboration
agreement with Sigma-Tau Rare Diseases S.A. to develop and
commercialize subcutaneous ecallantide for the treatment of HAE
and other therapeutic indications in Europe, North Africa, the
Middle East, and Russia. Dyax Corp. was founded in 1989 and is
headquartered in Burlington, Massachusetts.
ECO BUILDING: Reports $532,000 Net Income in Sept. 30 Quarter
-------------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $532,060 on $875,749 of total revenue for the three
months ended Sept. 30, 2014, compared to a net loss of $1.87
million on $408,328 of total revenue for the same period a year
ago.
As of Sept. 30, 2014, the Company had $1.74 million in total
assets, $24.03 million in total liabilities and a $22.28 million
total stockholders' deficit. On Sept. 30, 2014, the Company had
$127,921 cash on hand.
"Our continuation as a going concern is dependent upon obtaining
the additional working capital necessary to sustain our
operations. Our future is dependent upon our ability to obtain
financing and upon future profitable operations. The Company
estimates the current operational expenses of approximately three
hundred thousand dollars a month is required to continue to
operate. This is achieved either through profit from sales; or by
management seeking additional financing through the sale of its
common stock, and/or through private placements. The minimum
operational expenses must be met in order to relive the threat of
the company's ability to continue as a going concern. There is no
assurance that our current operations will be profitable or that
we will raise sufficient funds to continue operating. The Company
continues to trim overhead expenses to meet revenues. The
financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be
necessary in the event we cannot continue in existence. These
factors raise substantial doubt about the Company'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/6Ks3v8
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.
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.
EFT HOLDINGS: Posts $302,000 Net Income in Second Quarter
---------------------------------------------------------
EFT Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $301,779 on $118,961 of net sales
revenues for the three months ended Sept. 30, 2014, compared to a
net loss attributable to the Company of $1.43 million on $511,389
of net sales revenues for the same period during the prior year.
For the six months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Company of $233,018 on $348,534 of
net sales revenues compared to a net loss attributable to the
Company of $2.65 million on $932,229 of net sales revenues for the
same period during the prior year.
As of Sept. 30, 2014, the Company had $9.81 million in total
assets, $17.89 million in total liabilities and and a $8.08
million total deficiency.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/tzq3E1
EFT Holdings, Inc., is an Industry, California-based company whose
products are sold directly to customers through its Web site. The
Company sells 27 nutritional products, consisting of oral sprays,
personal care products, a house cleaner, and a portable drinking
container.
EL PASEO BANK: First California Bank Failure in Two Years
---------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that El Paseo Bank from Palm Desert, California,
became the seventeenth bank to fail this year when it was taken
over by regulators on Nov. 7 and the first California bank to fail
in more than two years.
According to the report, the bank had $82.1 million in deposits.
The failure is estimated to cost the Federal Deposit Insurance
Corp. a $4.2 million, the report said.
ELEPHANT TALK: Reports $2.4 Million Revenue in Third Quarter
------------------------------------------------------------
Elephant Talk Communications Corp. 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 $7.29 million of
revenues for the three months ended Sept. 30, 2014, compared to a
net loss of $3.22 million on $5.20 million of revenues for the
same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $11.12 million on $20.69 million of revenues compared
to a net loss of $16.05 million on $16.79 million of revenues for
the same period during the prior year.
As of Sept. 30, 2014, the Company had $40.60 million in total
assets, $18.38 million in total liabilities and $22.22 million in
total stockholders' equity.
Mr. Steven van der Velden, Chairman and CEO of Elephant Talk,
stated, "We are pleased with the results reported for the third
quarter of 2014, clearly demonstrating the ability of our business
model to leverage the growth of SIMs on our ET Software DNA
virtualized platform to produce high-margin, recurring
subscription-based revenue. As we move ahead provisioning and
migrating additional customer SIMs on to the platform from
Vodafone, Zain and Iusacell over the next few months, we expect to
see continued positive sequential growth in our revenue, margins
and EBITDA."
A full-text copy of the press release is available for free at:
http://is.gd/qc922b
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.
"If the Company is unable to achieve its anticipated revenues or
financing arrangements with its major vendors, the Company will
need to attract further debt or equity financing. Although the
Company has been successful in the past in meeting its cash needs,
there can be no assurance that proceeds from additional revenues,
vendor financings or debt and equity financings, where required,
will be received in the required time frames. If the Company is
unable to achieve its anticipated revenues or obtain financing it
may need to delay and restructure its operations. As of June 30,
2014, these conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended June 30, 2014.
ERF WIRELESS: Posts $655,000 Net Income for Third Quarter
---------------------------------------------------------
ERF Wireless, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $655,000 on $1.36 million of total
sales for the three months ended Sept. 30, 2014, compared to a net
loss attributable to the Company of $2.62 million on $1.80 million
of total sales for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Company $1.38 million on $4.58
million of total sales compared to a net loss attributable to the
Company of $6.53 million on $5.27 million of total sales for the
same peiod in 2013.
As of Sept. 30, 2014, the Company had $3.59 million in total
assets, $10.43 million in total liabilities and a $6.84 million
total shareholders' deficit.
"We believe our cash and available credit facilities afford us
adequate liquidity through September 30, 2015. We anticipate that
we will need additional capital in the future to continue to
expand our business operations. We have historically financed our
operations through private equity and debt financings. We do not
have any commitments for equity or debt funding at this time, and
additional funding may not be available to us on favorable terms,
if at all. As such, there is no assurance that we can raise
additional capital from external sources, the failure of which
could cause us to curtail operations," the Company stated in the
Report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/FfxSWE
About ERF Wireless
Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.
ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.
ERICKSON INCORPORATED: Moody's Cuts Corporate Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service lowered its ratings assigned to Erickson
Incorporated ("Erickson", f/k/a Erickson Air-Crane Incorporated):
Corporate Family to B2 from B1, Probability of Default to B2-PD
from B1-PD and Senior Secured Second Lien Notes to B3 (LGD4) from
B1 (LGD4). Moody's also affirmed the SGL-3 Speculative Grade
Liquidity rating and changed the outlook to stable from negative.
Ratings Rationale
The downgrade of the Corporate Family Rating to B2 better aligns
the ratings with the company's credit profile based on projected
credit metrics and the execution risks inherent in the company's
transformative diversification strategy. Aircraft utilization,
revenues, earnings and operating cash flows have fallen far short
of Erickson's expectations since the acquisition of Evergreen
Helicopters Incorporated (EHI) in May 2013. Liquidity was further
pressured as management under-estimated the pace at which capital
would be required to restore the operability of EHI's fleet and
over-estimated its ability to expand the customer base. In the
first half of 2014, the company upsized the committed amount of
its revolving credit facility and monetized one of its aircranes
via a sale lease-back transaction to help offset the shortfall in
cash flow from operations. These factors have contributed to
credit metrics that do not support a B1 rating.
"Successfully transitioning the revenue base away from the U.S.
Department of Defense, in favor of commercial customers, is
important to strengthening the franchise, financial results and
credit metrics," said Senior Credit Officer, Jonathan Root. "The
execution risk that constrains the ratings lies in factors
external to the company. For example: global economic growth
trends, the extent to which the market for helicopter
transportation services is underserved, and the competitive
response of incumbents in the markets in which Erickson seeks to
expand," continued Root. Erickson will continue to prioritize on-
shore and near-shore oil and gas exploration and production
sectors, likely centered in South America, as the means to
diversify the customer base and grow revenues and earnings. Oil
(Brent) prices that remain near the current level of about $75 to
$80 per barrel could slow the pace at which new production comes
on line, limiting growth in demand in this sector.
Commercial contracts tend to have higher margins than the
company's government contracts. However, Moody's believes it will
be a few years before the strategy can be determined to be a
success. At September 30, 2014, 32 of 68 aircraft, mostly
helicopters and excluding the company's 20 aircranes were not in
revenue service. Of these, about half were operable for revenue
service. Moody's believes that finding sustained work for the
available aircraft will be a challenge, particularly as most
contracts are competitively bid by multiple service providers.
Moody's expects that the few recently-announced contract awards or
extensions, coupled with a focus on more efficient management of
working capital and capital investment will support a positive
inflection in credit metrics in 2015, however, only to levels of
issuers typically rated B2 or B3. The lower rating also reflects
the cyclical nature of demand across its other service lines,
including fire-fighting, logging and infrastructure construction
as well as defense and security work. Adequate liquidity, with
almost $50 million available on the revolver at September 30,
2014, supports the B2 rating.
A reduction in the projected first loss position that the
company's subordinated notes provide as well as modestly higher
drawings on the revolver result in an additional one notch decline
in the rating assigned to the second lien notes using Moody's Loss
Given Default Rating Methodology, following the one notch
downgrade of the Corporate Family rating. Amortization of the
company's subordinated notes commences in Q1 2015.
The stable outlook reflects the expectation that the few recently-
announced contract awards and a focus on controlling G&A expense,
working capital and capital expenditures should allow the company
to stabilize its credit metrics at levels that support the B2
rating by the end of 2015. Execution risk remains because of
declining volumes or outright losses of contracts serving
operations in Afghanistan as the US military withdrawal continues.
Although Erickson maintains a strong position in the heavy lift
sector because of its Aircrane franchise, it will face stiffer
competition when bidding for new business for its medium- and
light-lift helicopters. With the recent announced contracts,
Erickson has begun, but will need to continue to increase
penetration in the commercial sector to help offset the losses of
earnings as business related to Afghanistan and other DoD work
continues to reduce in each of the next few years.
A negative rating action could occur if the company is not able to
grow the commercial business to drive stronger operating and
financial results. Debt to EBITDA that is sustained above 6.5
times, FFO + Interest to Interest that approaches 1.7 times,
Retained Cash Flow to Net Debt that approaches 8%, sustained
negative free cash flow or revolver availability being sustained
below $20 million could lead to a downgrade of the ratings. A
positive rating action could occur if Debt to EBITDA and FFO +
Interest to Interest approach 4.5 times and 3.3 times,
respectively. Positive free cash flow generation that results in
revolver availability approaching $100 million to strengthen the
company's liquidity could also support a positive rating action as
could the demonstrated ability to offset losses of business in
Afghanistan with new contracts with terms in excess of one year.
Growth in the customer base, particularly in the oil and gas
sector, while maintaining operating margins would indicate success
of the diversification strategy, further supporting the current
rating.
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.
Erickson Incorporated, headquartered in Portland, Oregon, is a
leading global provider of aviation services to a diverse mix of
commercial and government customers. Erickson's fleet numbers 88
rotary-wing and fixed wing aircraft including 20 Erickson S-64
Aircranes, a powerful heavy-lift helicopter. The company also
manufactures, maintains and repairs the S-64 Aircrane. The
company's aerial services include critical supply and logistics
for deployed military forces, humanitarian relief, firefighting,
timber harvesting, infrastructure construction, and crewing.
Downgrades:
Issuer: Erickson Air-Crane Incorporated
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Senior Secured Regular Bond/Debenture (Local Currency) May 1,
2020, Downgraded to B3 LGD4, 59% from B1 LGD4, 57%
Outlook Actions:
Issuer: Erickson Air-Crane Incorporated
Outlook, Changed To Stable From Negative
Affirmations:
Issuer: Erickson Air-Crane Incorporated
Speculative Grade Liquidity Rating, Affirmed SGL-3
EXIDE TECHNOLOGIES: Makes Deal So Vernon Lead Plant Can Reopen
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Exide Technologies negotiated a settlement
with California environmental regulators involving a shuttered
lead recycling plant in Vernon, California. According to the
report, Exide said the deal "paves the way" to reopen the plant
and gives "increased certainty" about future costs associated with
environmental compliance at the plant.
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: Trans Americas Business Unit Loses Customer
---------------------------------------------------------------
Exide Technologies on November 17, 2014, filed with the Bankruptcy
Court (1) a proposed plan of reorganization and (2) a related
proposed disclosure statement. The Proposed Projections contained
certain assumptions for Exide's Transportation Americas business
unit that included an ongoing relationship with one of the
division's largest customers by volume. On November 18, 2014,
Exide was informed by this customer that it would transition its
relationship to a new third party vendor over the next several
months. Thus, the assumptions underlying the Proposed Projections
as they relate to Exide's relationship with this customer are no
longer valid. These events may have a negative effect on the
financial results portrayed in the Proposed Projections relative
to Exide's Transportation Americas business unit. The Company is
currently evaluating the extent of the effect of these events on
the Proposed Disclosure Statement, the Proposed Plan and the
Proposed Projections.
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.
FOREST OIL: Shareholders OK Issuance of 163-Mil. Common Shares
--------------------------------------------------------------
Forest Oil Corporation held a special meeting of shareholders on
Nov. 20, 2014, at which the shareholders of the Company approved
these proposals:
(a) The issuance of 163,711,510 common shares and 1,664,249
Series A convertible common-equivalent preferred shares
(convertible into 166,424,900 common shares) to Sabine
Investor Holdings LLC and FR XI Onshore AIV, LLC, pursuant
to the Amended and Restated Agreement and Plan of Merger,
dated as of May 5, 2014, and amended and restated as of
July 9, 2014, by and among Sabine Investor Holdings LLC, FR
XI Onshore AIV, LLC, Sabine Oil & Gas Holdings LLC, Sabine
Oil & Gas Holdings II LLC, Sabine Oil & Gas LLC and Forest
Oil Corporation, and to approve, in the event the
authorized share proposal is not approved, the issuance of
1,137,113 Series B convertible common-equivalent preferred
shares to Sabine Investor Holdings LLC and FR XI Onshore
AIV, LLC, in lieu of 113,711,300 common shares underlying
those Series B convertible common-equivalent preferred
shares;
(b) Approved an amendment to the Forest certificate of
incorporation to increase the number of authorized Forest
common shares to 650,000,000 shares;
(c) Approved an amendment to the Forest certificate of
incorporation to change the name of Forest to "Sabine Oil &
Gas Corporation";
(d) Approved the adoption of the Forest Oil Corporation 2014
Long Term Incentive Plan;
(e) Approved certain material terms of the 2014 LTIP for
purposes of complying with the requirements of Section
162(m) of the Internal Revenue Code; and
(f) Approved the adjournment or postponement of the special
meeting, if necessary or appropriate to solicit additional
proxies if there are insufficient votes at the time of the
special meeting to approve the share issuance proposal or
the authorized share proposal.
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.
Ernst & Young LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent accounting firm noted
that the Company has determined that it expects to fail a
financial covenant in its Credit Facility sometime prior to the
end of 2014, which could result in the acceleration of all
borrowings thereunder and the Company's senior unsecured notes due
2019 and 2020. This raises substantial doubt about the Company's
ability to continue as a going concern.
The Company's balance sheet at Sept. 30, 2014, the Company had
$927.48 million in total assets, $1.07 billion in total
liabilities and a $148.03 million total shareholders' deficit.
* * *
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.
FORTESCUE METALS: Bank Debt Trades at 6% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 93.80
cents-on-the-dollar during the week ended Friday, November 21,
2014 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
a decrease of 3.25 percentage points from the previous week, The
Journal relates. Fortescue Metals pays 325 basis points above
LIBOR to borrow under the facility. The bank loan matures on June
13, 2019, and carries Moody's Ba2 rating and Standard & Poor's BB
rating. The loan is one of the biggest gainers and losers among
212 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
FOUNDATION HEALTHCARE: Posts $154,000 Net Income in 3rd Quarter
---------------------------------------------------------------
Foundation Healthcare, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company's common stock of $154,000
on $27.42 million of revenues for the three months ended Sept. 30,
2014, compared to a net loss attributable to the Company's common
stock of $16.6 million on $23.6 million of revenues for the same
period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Company's common stock of
$3.24 million on $71.1 million of revenues compared with a net
loss attributable to the Company's common stock of $16.6 million
on $62.6 million of revenues for the same period during the prior
year.
As of Sept. 30, 2014, the Company had $54.9 million in total
assets, $64.7 million in total liabilities, $8.70 million in
preferred noncontrolling interest and a $18.5 million total
deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/FD77ax
About Foundation Healthcare
Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas. The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.
Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals. The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements. Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.
Foundation Healthcare reported a net loss attributable to
Foundation Healthcare common stock of $20.42 million on $93.14
million of revenues for the year ended Dec. 31, 2013, as compared
with net income attributable to Foundation Healthcare common stock
of $2.45 million on $52.97 million of revenues in 2012.
Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company had insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
FOUR OAKS FINCORP: Files Form 10-Q, Reports $8.6MM Q3 Net Loss
--------------------------------------------------------------
Four Oaks Fincorp., Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $8.59 million on $7.35 million of total interest and
dividend income for the three months ended Sept. 30, 2014,
compared to net income of $79,000 on $7.51 million of total
interest and dividend income for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $4.82 million on $22.2 million of total interest and
dividend income compared to net income of $52,000 on $22.3 million
of total interest and dividend income for the same period last
year.
As of Sept. 30, 2014, the Company had $838 million in total
assets, $798 million in total liabilities and $40.07 million in
total shareholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/WeK55W
About Four Oaks
Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company. The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.
Four Oaks reported a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.
As of Sept. 30, 2014, the Company had $837.9 million in total
assets, $797.8 million in total liabilities and $40.1 million in
total shareholders' equity.
Written Agreement
"In late May 2011, the Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond (the "FRB") and the North Carolina Office
of the Commissioner of Banks (the "NCCOB"). Under the terms of
the Written Agreement, the Bank developed and submitted for
approval, within the time periods specified, plans to:
* revise lending and credit administration policies and
procedures at the Bank and provide relevant training;
* enhance the Bank's real estate appraisal policies and
procedures;
* enhance the Bank's loan grading and independent loan review
programs;
* improve the Bank's position with respect to loans,
relationships, or other assets in excess of $750,000, which
are now or in the future become past due more than 90 days,
are on the Bank's problem loan list, or adversely classified
in any report of examination of the Bank; and
* review and revise the Bank's policy regarding the Bank's
allowance for loan and lease losses and maintain a program
for the maintenance of an adequate allowance.
A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business. These
regulatory actions and resulting restrictions on the Company's
business may have a material adverse effect on its future results
of operations and financial condition," the Company said in its
quarterly report for the period ended March 31, 2014.
FRAC TECH: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Frac Tech Services
Ltd is a borrower traded in the secondary market at 96.95 cents-
on-the-dollar during the week ended Friday, November 21, 2014
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents a decrease
of 0.67 percentage points from the previous week, The Journal
relates. Frac Tech pays 475 basis points above LIBOR to borrow
under the facility. The bank loan matures on April 3, 2021, and
carries Moody's B2 rating and Standard & Poor's B rating. The
loan is one of the biggest gainers and losers among 212 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
FRED FULLER: Secured Creditor Objects to Cash Collateral Use
------------------------------------------------------------
Sprague Operating Resources, LLC, objects to Fred Fuller Oil &
Propane Co., Inc.'s proposed use of its cash collateral,
complaining that the Debtor's proposed operating model will impair
its security not only by diminishing cash collateral but also by
jeopardizing the going concern value of the business itself by
destroying what goodwill is left of the business.
Sprague, which furnishes fuel products to the Debtor prepetition
and maintains a security interest in personal property of the
Debtor, including its cash, inventory and accounts, tells the
Court that, through the cash collateral motion, the Debtor
essentially asks the Court to compel Sprague to finance its
operations offering only a replacement lien on collateral the
Debtor itself expects will diminish as it pursues unknowable sale
options.
In its cash collateral motion, the Debtor valued its property at
more than $15,000,000. The Debtor says, as the first time record
lienholder which asserts a claim in the amount of $4,700,000,
Sprague has an equity cushion of at least $10,000,000.
Sprague says it does not consent to the Debtor's use, sale or
lease of cash collateral, and that it expects to seek enforcement,
as necessary, of the Debtor's obligation to observe the command of
Section 363(c)(4) of the Bankruptcy Code, that it "segregate and
account for any cash collateral in the [the Debtor's] possession,
custody or control."
Sprague is represented by:
Lawrence M. Edelman, Esq.
PIERCE ATWOOD LLP
One New Hampshire Avenue, Suite 350
Portsmouth, NH 03801
Tel: (603) 433-6300
E-mail: ledelman@pierceatwood.com
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 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.
FRED FULLER: Hires Jeffrey Varsalone as Restructuring Officer
-------------------------------------------------------------
Fred Fuller Oil & Propane Co., Inc., seeks authority from the U.S.
Bankruptcy Court for the District of New Hampshire to employ CBIZ,
Inc., commonly known as "Corporate Recovery Services, and
designate Jeffrey T. Varsalone as chief restructuring officer.
In connection with assisting the Company as its CRO and through
Mr. Varsalone, the CRO's focus will include managing exclusively
the Debtor's day to day business and financial operations, but is
not limited to, the following areas:
(a) Managing and controlling the Debtor's cash, cash flow and
banking relationships in consultation with the Debtor's
other professionals and management;
(b) Analysis of the Company's business, operations, and
financial condition;
(c) Assisting the Company in developing strategies to improve
cash flow, enhance profitability and to reduce expenses;
(d) Assisting the Company with managing short-term liquidity
including forecasting and reporting cash flow performance;
(e) Assisting the Company in negotiating and implementing
financing as well as the evaluation of strategic
alternatives;
(f) Assisting the Company with the negotiating and implementing
debtor-in-possession financing;
(g) Assisting in developing and implementing cash management
strategies, tactics and processes including developing a
cash receipts and disbursements forecasting tool;
(h) Assisting the Company with a Section 363 process or any
alternative plan process;
(i) Assisting the Company in the preparation of data required
in order to prepare the first day motions and related
proposed orders required by the Bankruptcy Court;
(j) Assisting the Company with the preparation of the Statement
of Affairs, Schedules and other reporting required in its
Chapter 11 case;
(k) Assisting the Company in amending or terminating leases and
the rejection or assumption of contracts;
(l) Assisting the Company in negotiating with creditors and
other parties-in-interest in furtherance of a
restructuring;
(m) Assisting the Company in areas like testimony before the
Bankruptcy Court on matters that are within the CRO's areas
of expertise; and
(n) Assisting with other matters as may be requested by
Company's Counsel, the Company's Board of Directors, or
that is required by the State of New Hampshire or other
parties-in-interest, that fall within the CRO's expertise
and that are mutually agreeable.
As compensation for the services rendered by the CRO, the Company
will pay Mr. Varsalone a reduced hourly rate of $300 and his
support staff at hourly rates ranging from $175 to $295. The firm
will also be reimbursed for any necessary out-of-pocket expenses.
Mr. Jeffrey T. Varsalone, a managing director at CBIZ, Inc.,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Mr. Varsalone may be reached at:
Jeffrey T. Varsalone
CBIZ, INC.
Tel: 212-790-5876
E-mail: jvarsalone@cbiz.com
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 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.
FRED FULLER: March 10 Established as General Claims Bar Date
------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire established March 10, 2015, as the last
day for filing proofs of claim for all creditors, except
governmental units, against Fred Fuller Oil & Propane Co., Inc.,
and March 11, 2015, as the last day for a governmental unit to
file proofs of claim in the Debtor's case.
It is not necessary to file a claim if the debt is listed on the
schedules of the debtor as undisputed, non?contingent, liquidated
and if it is scheduled for the correct amount. Creditors whose
claims are not listed or whose claims are listed as disputed,
contingent or unliquidated as to the amount and who desire to
participate in the case or share in any distribution must file a
proof of claim.
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 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.
FUEL PERFORMANCE: Posts $26,000 Net Income in Third Quarter
-----------------------------------------------------------
Fuel Performance Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $26,378 on $677,105 of net revenues for
the three months ended Sept. 30,2014, compared to a net loss of
$303,095 on $59,463 of net revenues for the same period last year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $627,579 on $1.50 million of net revenues compared to
a net loss of $1.10 million on $384,289 of net revenues for the
same period last year.
As of Sept. 30, 2014, the Company had $3.72 million in total
assets, $3.21 million in total liabilities and $510,931 in total
stockholders' equity.
"A critical component of our operating plan affecting our ability
to execute the product commercialization process is the cash
resources needed to pursue our marketing and sales objectives.
Until we are able to generate positive and sustainable operating
cash flow, our ability to attract additional capital resources in
the future will be critical to continue the funding of our
operations."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/fugur1
About Fuel Performance
Fuel Performance Solutions, Inc., was incorporated in Nevada on
April 9, 1996, by a team of individuals who sought to address the
challenges of reducing harmful emissions while at the same time
improving the operating performance of internal combustion
engines, especially with respect to fuel economy and engine
cleanliness. After the Company's incorporation, its initial focus
was product research and development, but over the past few years,
the Company's efforts have been directed to commercializing its
product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD-
Series, for use with diesel fuel and bio-diesel fuel blends, by
focusing on marketing, sales and distribution efforts in
conjunction with our distribution partners. On Feb. 5, 2014, the
Company changed its name from International Fuel Technology, Inc.,
to Fuel Performance Solutions, Inc.
Fuel Performance reported a net loss of $1.39 million on $704,189
of net revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $1.92 million on $335,096 of net revenues during the
prior year.
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 has suffered recurring loss from operations and has a
working capital deficit. This factor raises substantial doubt
about the Company's ability to continue as a going concern.
FUEL PERFORMANCE: Amends 26.2 Million Shares Resale Prospectus
--------------------------------------------------------------
Fuel Performance Solutions, Inc., closed a financing transaction
by entering into a securities purchase agreement dated Aug. 22,
2014, with certain funds and investors signatory to that
Securities Purchase Agreement for an aggregate subscription amount
of $1,000,000. Pursuant to the Securities Purchase Agreement, the
Company issued the following to the Purchasers:
(i) 10% Convertible Promissory Notes with an aggregate p
principal amount of $1,150,000; and
(ii) warrants to purchase an aggregate of 6,666,667 shares of
the Company's Common Stock, par value $0.01 per share, for
an exercise price of $0.12 per share for a period of five
years from the effective date of the registration
statement.
The Company filed a Form S-1 prospectus, as amended, in connection
with a potential resale by Gemini Master Fund, Ltd., Brio Capital
Master Fund Ltd., John M. Hennessy, et al., of up to an aggregate
of 26,224,917 shares of the Company's Common Stock, par value
$0.01, per share, consisting of:
(i) 11,500,000 shares underlying the Convertible Notes;
(ii) 6,666,667 shares of Common Stock underlying the Warrants;
(iii) 7,258,250 shares of Common Stock issuable upon exercise of
warrants pursuant to certain piggy-back registration rights
agreements; and
(iv) 800,000 shares of Common Stock issuable upon exercise of
warrants pursuant to a placement agent engagement agreement
dated April 24, 2014, between the Company and Benchmark.
The Company's Common Stock is quoted on the Over-The-Counter Pink
Marketplace under the ticker symbol "IFUE." The Selling Security
Holders have not engaged any underwriter in connection with the
sale of their shares of Common Stock. Common Stock being
registered in this registration statement may be sold by Selling
Security Holders at prevailing market prices or privately
negotiated prices or in transactions that are not in the public
market. On Nov. 17, 2014, the closing price of the Company's
Common Stock was $0. 09 per share.
A full-text copy of the Amended Prospectus is available for free
at http://is.gd/URDjJs
About Fuel Performance
Fuel Performance Solutions, Inc., was incorporated in Nevada on
April 9, 1996, by a team of individuals who sought to address the
challenges of reducing harmful emissions while at the same time
improving the operating performance of internal combustion
engines, especially with respect to fuel economy and engine
cleanliness. After the Company's incorporation, its initial focus
was product research and development, but over the past few years,
the Company's efforts have been directed to commercializing its
product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD-
Series, for use with diesel fuel and bio-diesel fuel blends, by
focusing on marketing, sales and distribution efforts in
conjunction with our distribution partners. On Feb. 5, 2014, the
Company changed its name from International Fuel Technology, Inc.,
to Fuel Performance Solutions, Inc.
Fuel Performance reported a net loss of $1.39 million on $704,189
of net revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $1.92 million on $335,096 of net revenues during the
prior year.
The Company's balance sheet at June 30, 2014, showed $3.02 million
in total assets, $2.60 million in total liabilities and $413,362
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 has suffered recurring loss from operations and has a
working capital deficit. This factor raises substantial doubt
about the Company's ability to continue as a going concern.
FULLCIRCLE REGISTRY: Reports $165,000 Net Loss in 3rd Quarter
-------------------------------------------------------------
FullCircle Registry, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $164,773 on $401,023 of revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $77,479 on
$487,729 of revenues for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $425,792 on $1.16 million of revenues compared to a
net loss of $284,463 on $1.41 million of revenues for the same
period during the prior.
As of Sept. 30, 2014, the Company had $5.66 million in total
assets, $6.11 million in total liabilities and a $451,210 total
stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/e1BL7N
About FullCircle Registry
Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses. FullCircle Registry,
Inc., has become a holding company with three subsidiaries. They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc. Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.
FullCircle Registry reported a net loss of $448,102 on $1.88
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $369,784 on $1.86 million of revenues during
the prior year.
Rodefer Moss & Co., PLLC, in New Albany, Indiana, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that FullCircle has suffered recurring losses from operations and
has a net working capital deficiency that raises substantial doubt
about the company's ability to continue as a going concern.
As reported by the TCR on Oct. 20, 2014, Rodefer Moss had resigned
as the Company's auditors.
FUSION TELECOMMUNICATIONS: Incurs $123,000 Q3 Net Loss
------------------------------------------------------
Fusion Telecommunications International, 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
$123,000 on $22.5 million of revenues for the three months ended
Sept. 30, 2014, compared to a net loss applicable to common
stockholders of $2.29 million on $14.81 million of revenues for
the same period last year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss applicable to common stockholders of $2.03 million on
$68.5 million of revenues compared to a net loss applicable to
common stockholders of $2.40 million on $45.2 million of revenues
for the same period a year ago.
As of Sept. 30, 2014, the Company had $67.0 million in total
assets, $54.55 million in total liabilities and $12.42 million in
total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/cGBc70
About Fusion Telecommunications
New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.
Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.
GENAERA CORP: 3rd Circ. Urged to Rethink Reviving Investor Suit
---------------------------------------------------------------
Law360 reported that a group of officers of the defunct biotech
company Genaera Corp. have urged the Third Circuit to reconsider a
recent ruling finding a judge wrongly tossed a putative class
action claiming the company undervalued assets sold through a
liquidating trust, saying it contradicts U.S. Supreme Court
precedent.
According to the report, the group argues that the majority 2-1
precedential opinion conflicts with Supreme Court authority
established in Bell Atlantic Corp. v. Twombly and Ashcroft v.
Iqbal, which requires a plaintiff to plead facts sufficient to
"state a claim for relief that is plausible on its face."
The case is Schmidt v. Skolas et al., case number 13-3750, in the
U.S. Court of Appeals for the Third Circuit.
GIGA-TRONICS INC: Reports $93,000 Net Income in Sept. 27 Quarter
----------------------------------------------------------------
Giga-tronics Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net income of $93,000 on $5.11 million of net sales for the
three months ended Sept. 27, 2014, compared with a net loss of
$1.08 million on $3.95 million of net sales for the three months
ended Sept. 28, 2013.
The Company's balance sheet at Sept. 27, 2014, showed
$8.48 million in total assets, $7.49 million in total liabilities,
and total stockholders' equity of $983,000.
The Company incurred a net loss of $350,000 for the first six
months of fiscal 2015 and $3.74 million for the fiscal year ended
March 29, 2014, which has contributed to an accumulated deficit of
$18.6 million as of Sept. 27, 2014. In the first half of fiscal
2015 and all of fiscal 2014 the Company invested heavily in the
development of a new Giga-tronics Division product platform. The
Company anticipates long-term revenue growth and improved gross
margins from the new product platform, but the delay in completing
it contributed significantly to the losses of the Company. The
new product platform's first customer delivery occurred in the
second quarter of fiscal 2015. Delays in shipping volume
quantities, or longer than anticipated sales cycles, could
significantly contribute to additional losses. To help fund
operations, the Company relies on advances under the line of
credit with Silicon Valley Bank. However the Bank may terminate
or suspend advances under the line of credit if the Bank
determines there has been a material adverse change in the
Company's general affairs, financial forecasts or general ability
to repay. As of Sept. 27, 2014, borrowings under the line of
credit were $563,000. These matters, along with recurring losses
in prior years, raise substantial doubt as to the ability of the
Company to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/lGfiy6
Giga-tronics is a publicly held company, traded on the NASDAQ
Capital Market under the symbol "GIGA". Giga-tronics produces
instruments, subsystems and sophisticated microwave components
that have broad applications in defense electronics, aeronautics
and wireless telecommunications.
GLYECO INC: Incurs $1.8 Million Net Loss in Third Quarter
---------------------------------------------------------
GlyeCo, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.79 million on $1.28 million of net sales for the three
months ended Sept. 30, 2014, compared to a net loss of $1.46
million on $1.16 million of net sales for the same period a year
ago.
The Company also reported a net loss of $4.10 million on $4.54
million of net sales for the nine months ended Sept. 30, 2014,
compared to a net loss of $2.14 million on $3.81 million of net
sales for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $15.52
million in total assets, $2.49 million in total liabilities and
$13.03 million in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/AUbIpH
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012, and a net loss of $592,171 in 2011.
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
GLYECO INC: Joshua Landes Reports 7.7% Stake as of Nov. 18
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Joshua Landes and his affiliates disclosed
that as of Nov. 18, 2014, they beneficially owned 4,481,399 shares
of common stock of GlyEco, Inc., representing 7.7 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at http://is.gd/gesF0B
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012, and a net loss of $592,171 in 2011.
The Company's balance sheet at June 30, 2014, showed $15.56
million in total assets, $2.92 million in total liabilities and
$12.64 million in total stockholders' equity.
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
GREEN EARTH: Posts $1.1 Million Net Loss in Sept. 30 Quarter
------------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.09 million on $394,000 of net sales for the three
months ended Sept. 30, 2014, compared to a net loss of $1.82
million on $1.14 million of net sales for the same period in 2013.
As of Sept. 30, 2014, the Company had $16.6 million in total
assets, $26.7 million in total liabilities, and a $10.08 million
total stockholders' deficit.
"Due to the Company's limited capital, recurring losses and
negative cash flows from operations and the Company's limited
ability to pay outstanding liabilities, there is substantial doubt
about its ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/H23sqz
About Green Earth Technologies
White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products. The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.
Green Earth incurred a net loss of $6.84 million for the year
ended June 30, 2014, compared to a net loss of $6.59 million
for the year ended June 30, 2013.
Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014. The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note in default payable
upon demand and its ability to pay its outstanding liabilities
through fiscal 2014 raise substantial doubt about its ability to
continue as a going concern.
GRIDWAY ENERGY: Exclusive Plan Filing Date Extended to Jan. 5
-------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended Gridway Energy Holdings, et al.'s
exclusive plan filing period until Jan. 5, 2015, and their
exclusive solicitation period until March 6, 2015.
As previously reported by The Troubled Company Reporter, citing
Law360, U.S. Trustee Roberta A. DeAngelis urged the Bankruptcy
Court to reject the Debtors' extension request, saying their
failure to provide financial updates makes it unclear if they can
produce a viable Chapter 11 plan. The Debtors said in their
extension motion that they need additional time to complete their
marketing and wind-down strategy and then file a consensual plan.
About Gridway Energy
Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.
The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S. A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.
The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations. Gridway defaulted on $60 million
of debt.
Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer. But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.
The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP. They employed Omni
Management Group, LLC, as claims and notice agent.
Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.
The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.
Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.
GT ADVANCED: Court Moves Nov. 25 Settlement Hearing to Dec. 10
--------------------------------------------------------------
Phil Milford at Bloomberg News reports that the Hon. Henry J.
Boroff of the U.S. Bankruptcy Court for the District of New
Hampshire has postponed the hearing on GT Advanced Technologies,
Inc.'s settlement agreement with Apple Inc. to Dec. 10 from Nov.
25, to allow more time to investigate possible objections to the
pact.
The creditor's committee and noteholders have until Dec. 3 to
object to the settlement, Bloomberg says.
Tom Hals at Reuters relates that holders of the Debtor's notes
asked the Court to postpone the settlement hearing to give them
time to complete their investigation.
Reuters relates that the noteholders said they want access to
internal records and documents from Apple and the Debtor to
investigate if the settlement lets Apple off too cheaply.
According to court documents, the noteholders said that the
"extraordinary allegations against Apple . . . call into question
the adequacy of the settlement agreement." Reuters states that
the noteholders cited allegations that Apple breached its contract
and acted unfairly as the Debtor's lender. Apple's claims on the
Debtor's equipment may be unsecured, the report adds, citing the
noteholders.
The Debtor said in court documents that an extended delay in
approving the settlement could hurt its ability to reorganize and
repay its creditors. According to Reuters, the Debtor said it is
in talks with potential buyers for its sapphire furnaces.
Bloomberg states that Apple has maintained its commitment to
repurpose the Debtor's Mesa, Arizona-based factory that housed
several furnaces for producing sapphire crystal glass.
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys; Rothschild Inc. as financial advisor and investment
banker; and Kurtzman Carson Consultants LLC as claims and
noticing agent.
* * *
The deadline for the Debtors to file their schedules of assets and
liabilities and statement of financial affairs has been extended
through Nov. 20, 2014.
GT ADVANCED: Hires Hilco as Appraiser and Valuation Consultant
--------------------------------------------------------------
GT Advanced Technologies Inc. and its debtor-affiliates ask for
authorization from the U.S. Bankruptcy Court for the District of
New Hampshire to employ Hilco Valuation Services, LLC as appraiser
and valuation consultant, nunc pro tunc to Nov. 6, 2014.
The Debtors require Hilco to provide the following appraisal and
valuation services:
(a) an opinion of the Orderly Liquidation Value and Net Orderly
Liquidation Value of the Company's machinery and equipment,
including an explanation of how the analysis was developed
and inherent assumptions associated with the liquidation
scenario;
(b) an opinion of the Net Orderly Liquidation Value of the
Company's Inventory, including an explanation of how the
analysis was developed and inherent assumptions associated
with the liquidation scenario; and
(c) an opinion of the Fair Market value of the company's Real
Estate, including an explanation of how the analysis was
developed and inherent assumptions associated with
appraisal.
In consideration of the services to be provided by Hilco, the
Debtors have agreed to pay Hilco a flat fee of $115,000 plus
reimbursement of normal and customary travel expenses.
Ian S. Fredericks, vice president and assistant general counsel of
Hilco Trading LLC, the managing member of Hilco Valuation
Services, LLC ("Hilco"), 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.
The Court for the District of New Hampshire will hold a hearing on
the application on Nov. 25, 2014, at 10:00 a.m. Objections were
due Nov. 18, 2014.
Hilco can be reached at:
Andrew J. Dahlman
HILCO VALUATION SERVICES, LLC
5 Revere Drive, Suite 206
Northbrook, IL 60062
Tel: (847) 849-2946
Fax: (847) 272-1952
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys; Rothschild Inc. as financial advisor and investment
banker; and Kurtzman Carson Consultants LLC as claims and
noticing agent.
GT ADVANCED: Panel Hires Houlihan Lokey as Investment Banker
------------------------------------------------------------
The Official Committee of Unsecured Creditors of GT Advanced
Technologies Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of New Hampshire
to retain Houlihan Lokey Capital, Inc. as investment banker to the
Committee, nunc pro tunc to Oct. 14, 2014.
The Committee requires Houlihan Lokey to:
(a) analyze business plans and forecasts of the Debtors;
(b) evaluate the assets and liabilities of the Debtors;
(c) assess the financial issues and options concerning (i) the
sale of the Debtors, either in whole or in part, and (ii)
the Debtors' chapter I I plan(s) of reorganization or
liquidation or any other chapter 11 plans;
(d) analyze and review the financial and operating statements
of the Debtors;
(e) provide such financial analyses as the Committee may
require in connection with the Cases;
(d) assist in the determination of an appropriate capital
structure for the Debtors;
(g) assist with a review of the Debtors' employee benefit
programs, including key employee retention, incentive and
other post-retirement benefit plans;
(h) analyze strategic alternatives available to the Debtors;
(i) evaluate the Debtors' debt capacity in light of its
projected cash flows;
(k) assist the Committee in identifying potential alternative
sources of liquidity in connection with any debtor-in-
possession financing, any chapter 1l plans or otherwise;
(l) represent the Committee in negotiations with the Debtors
and third parties with respect to any of the foregoing;
(m) assist the Committee in reviewing the Debtors' agreements
and business relationships with Apple, Inc. ("Apple") and
in analyzing the proposed settlement agreement between the
Debtors and Apple;
(n) provide testimony in court on behalf of the Committee with
respect to any of the foregoing, if necessary; and
(o) provide such other financial advisory and investment
banking services as may be required by additional issues
and developments not anticipated on the Effective Date, as
described in this Agreement.
In accordance with the terms of the Engagement Letter, the
Bankruptcy Rules, corresponding local rules, orders of this Court
and guidelines established by the U.S. Trustee. Houlihan Lokey
seeks to be paid the following fees:
-- Monthly Fees: Houlihan Lokey shall be paid in advance a
nonrefundable monthly cash fee of $150,000 ("Monthly Fee").
The first payment shall be made upon the approval of this
Agreement by the Bankruptcy Court and shall be in respect of
the period as from the Effective Date through the month in
which payment is made. Thereafter, payment of the Monthly
Fee shall be made on every monthly anniversary of the
Effective Date during the term of this Agreement. Each
Monthly Fee shall be earned upon Houlihan Lokey's receipt
thereof in consideration of Houlihan Lokey accepting this
engagement and performing services as described herein ; and
-- Deferred Fee: In addition to the other fees provided for
herein, the Debtors shall pay Houlihan Lokey a fee (the
"Deferred Fee") to be paid in cash of $2,750,000. The
Deferred Fee shall be earned and payable upon the
confirmation of a Chapter 11 plan of reorganization or
liquidation with respect to the Debtors, the terms of which
are approved by the Committee (an "Approved Plan"), and
shall be paid on the effective date of such Approved Plan.
Houlihan Lokey will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Bradley Geer, managing director of Houlihan Lokey, 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.
The Court for the District of New Hampshire will hold a hearing on
the application on Dec. 10, 2014, at 10:00 a.m.
Houlihan Lokey can be reached at:
Bradley Geer
HOULIHAN LOKEY CAPITAL, INC.
225 South 6th Street, Suite 4950
Minneapolis, MN 55402
Tel: (612) 215-2249
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys; Rothschild Inc. as financial advisor and investment
banker; and Kurtzman Carson Consultants LLC as claims and
noticing agent.
GT ADVANCED: Creditors' Panel Taps EisnerAmper LLP as Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of GT Advanced
Technologies Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of New Hampshire
to retain EisnerAmper LLP as financial advisors to the Committee,
nunc pro tunc to Oct. 29, 2014.
The Committee requires EisnerAmper LLP to provide forensic
accounting services to the Committee and its professionals related
to the following:
(a) analysis of financial reporting and disclosures;
(b) analysis of intercompany accounting transactions between
the Debtor entities;
(c) analysis of business relationships and dealings between the
Debtor and non-Debtor affiliates;
(d) assist counsel in identifying potential causes of actions
against both third parties and insiders; and
(e) additional forensic accounting related services as
requested by the Committee and its counsel ("Committee
Counsel").
EisnerAmper LLP will be paid at these hourly rates:
Allen D. Wilen, Partner $530
Anthony R. Calascibetta, Partner $520
Dion Oglesby, Director $510
William J. Pederson, Director $480
Eugene Simon, Senior Manager $380
Directors/Partners $460-$600
Managers/Senior Managers $275-$475
Associates/Seniors $160-$275
Paraprofessionals $130-$170
As set forth in the Engagement Letter, EisnerAmper LLP's fees and
expenses will be subject to a monthly fee cap of $60,000; provided
that any shortfall in a given month will be applied to a month in
which EisnerAmper LLP's fees exceed the cap.
EisnerAmper LLP will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Allen D. Wilen, partner of EisnerAmper LLP, 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.
The Court for the District of New Hampshire will hold a hearing on
the application on Dec. 10, 2014, at 10:00 a.m.
EisnerAmper LLP can be reached at:
Allen D. Wilen
EISNERAMPER LLP
111 Wood Avenue South
Iselin, NJ 08830
Tel: (732) 243-7386
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys; Rothschild Inc. as financial advisor and investment
banker; and Kurtzman Carson Consultants LLC as claims and
noticing agent.
GT ADVANCED: Panel Hires Devine Millimet as Local Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of GT Advanced
Technologies Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of New Hampshire
to retain Devine, Millimet & Branch, Professional Association as
local counsel to the Committee, nunc pro tunc as of Oct. 14, 2014.
Devine Millimet will render, among other things, the following
legal services to the Committee:
(a) advise the Committee with respect to its rights, duties and
powers in these chapter 11 cases;
(b) assist and advise the Committee in its consultations with
the Debtors in connection with the administration of these
chapter 11 cases;
(c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtors, operation of the Debtors' businesses and the
desirability of continuing or selling such businesses
and assets under 11 U.S.C. section 363, the formulation of
a chapter 11 plan, and any other matter relevant to these
chapter 11 cases;
(d) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims, including analysis
of possible objections to the priority, amount,
subordination, or avoidance of claims and transfers of
property in consideration of such claims;
(e) advise and represent the Committee in connection with
matters generally arising in these cases, including the
sale of assets, the Debtors' expected post-petition
financing, and the rejection or assumption of executory
contracts and unexpired leases;
(f) appear before this Court, and any other federal, state or
appellate court;
(g) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, objections, and responses to any of the
foregoing; and
(h) perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code, Bankruptcy Rules, or other
applicable law.
Devine Millimet will be paid at these hourly rates:
Steven E. Grill $395
Charles R. Powell $360
Matthew R. Johnson $330
Shareholders $300-$475
Of Counsel $290-$345
Associates $175-$305
Paralegals $125-$180
Devine Millimet will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Charles R. Powell, III, shareholder of Devine Millimet, 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.
The Court for the District of New Hampshire will hold a hearing on
the application on Dec. 10, 2014, at 10:00 a.m.
As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C.
Sec. 330 by Attorneys in Larger Chapter 11 Cases, effective
November 1, 2013, the firm 0attested that:
(a) Devine Millimet has agreed to fix its rates for Attorneys
Steven Grill, Charles Powell, Matthew Johnson and Colin
Maher at the current levels;
(b) Devine Millimet did not represent the Committee in the 12
months prepetition; and
(c) Devine Millimet has not proposed a prospective budget or
staffing plan for this assignment. As local counsel, Devine
Millimet will perform such tasks as assigned by the
Committee and proposed lead counsel, Kelley Drye. Due to
the nature and early stage of the assignment, a proposed
budget would be speculative and inexact. Notwithstanding
this fact, in the event that the U.S. Trustee or the Court
requires it, Devine Millimet will exercise its good faith,
best efforts in proposing one.
Devine Millimet can be reached at:
Charles R. Powell, Esq.
DEVINE, MILLIMET & BRANCH, P.A.
111 Amherst Street
Manchester, NH 03101
Tel: (603) 669-1000
Fax: (603) 518-2461
E-mail: cpowell@devinemillimet.com
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys; Rothschild Inc. as financial advisor and investment
banker; and Kurtzman Carson Consultants LLC as claims and
noticing agent.
GT ADVANCED: Says Apple 'Dictated' Terms of Sapphire Deal
---------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that GT Advanced Technologies Inc. said in papers
filed in court that Apple Inc. "simply dictated the terms and
conditions of a deal" to produce synthetic sapphire for millions
of Apple products.
According to the report, GT's statement, which were part of papers
recently unsealed by the bankruptcy, says Apple had "inordinate
control over" its liquidity and forced the company "to sell every
unit of sapphire material at a substantial loss."
Meanwhile, the report related that the unsealed papers show that,
on the side of Apple, GT Advanced was "not forced into the
transaction" and was represented throughout negotiations by
"sophisticated outside counsel" and that GT Advanced "failed to
produce any meaningful quantity of usable sapphire."
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys; Rothschild Inc. as financial advisor and investment
banker; and Kurtzman Carson Consultants LLC as claims and
noticing agent.
GUIDED THERAPEUTICS: Has $3 Million Net Loss in Third Quarter
-------------------------------------------------------------
Guided Therapeutics, Inc., reported a net loss attributable to
common stockholders of $3.01 million on $22,000 of contract and
grant revenue for the three months ended Sept. 30, 2014, compared
to a net loss attributable to common stockholders of $1.43 million
on $86,000 of contract and grant revenue for the same period last
year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to common stockholders of $6.81 million on
$52,000 of contract and grant revenue compared to a net loss
attributable to common stockholders of $6.17 million on $474,000
of contract and grant revenue for the same period during the prior
year.
"LuViva revenues continue to build sequentially, with an increase
of 30% from the second quarter and a 351% increase from the year
ago period," said Gene Cartwright, chief executive officer of
Guided Therapeutics. "We shipped a total of 13 units in the
quarter along with over 5,000 high margin disposable Cervical
Guides. Markets that received shipments of LuViva devices in the
quarter include Guatemala, Bangladesh, Mexico, Turkey, Kenya and
Nigeria. Depending on timing of fourth quarter shipments, we
should approach product sales toward the low end our projections
of approximately $1 million for 2014."
A full-text copy of the press release is available for free at:
http://is.gd/d5wCYe
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.
UHY LLP, in Sterling Heights, 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 from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.
Bankruptcy Warning
"The Company's capital-raising efforts are ongoing. If sufficient
capital cannot be raised by the end of 2014, the Company has plans
to curtail operations by reducing discretionary spending and
staffing levels, and attempting to operate by only pursuing
activities for which it has external financial support and
additional NCI, NHI or other grant funding. However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all. In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company stated in the
Form 10-Q for the quarter ended March 31, 2014.
GUIDED THERAPEUTICS: Clinical Studies Prove Advantage of LuviVa
---------------------------------------------------------------
Results of two clinical studies of the LuViva Advanced Cervical
Scan showed the versatility of the technology in its ability to
screen the general population for cervical cancer and to eliminate
unnecessary testing for women who are screened by other methods.
The studies were presented at the Society of Gynecology and
Obstetrics of Nigeria 2014 conference in Asaba, Nigeria.
The LuViva, developed by Guided Therapeutics, Inc., is designed to
eliminate costly, painful and unnecessary follow up testing
following a positive Pap, human papillomavirus (HPV) or other
screening test.
In a 100-patient study led by Professor Issac Adewole, MD,
Principal Investigator for cervical cancer for Nigeria and
conducted at University Teaching Hospital, Ibadan, Nigeria, it was
concluded that LuViva was able to detect 100% of serious pre-
cancer (Cervical intraepithelial neoplasia 2+, CIN2+) while
eliminating up to 40% of false positive results, or women who were
actually disease free, from further testing. These results are
consistent with other published studies conducted in North
America. Three of the CIN2+ cases correctly identified by LuViva
tested negative for HPV at the time of the study.
"These results are encouraging and demonstrate the value of LuViva
as a means to detect cervical disease, even in the absence of a
positive human papillomavirus result, while also providing a means
to reduce unnecessary additional testing," said Professor Adewole.
"In addition to the accuracy displayed in the study, LuViva is
painless and results are immediate, important attributes for the
patient and healthcare provider, particularly in rural
communities."
The second study looked at LuViva as a tool for primary screening
where Pap tests are not available. The study enrolled 254 women
and was led by Professor B. Olusola Fasubaa, Commissioner of the
State Ministry of Health, Ekiti State, Nigeria. In the study,
LuViva classified 13% of the women as having a greater than normal
likelihood of cervical disease. These results are similar to
those presented in 2012 at the American Society of Colposcopy and
Cervical Pathology and with other to be published screening
studies and support the potential of LuViva as a primary screening
modality.
"Our experience indicates the LuViva Advanced Cervical Scan has
potential as a primary screening tool for cervical dysplasia,"
said Professor Fasubaa. "This is especially true in areas with no
current infrastructure for cervical cancer screening."
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $3.72
million in total assets, $7.66 million in total liabilities and a
$3.94 million total stockholders' deficit.
UHY LLP, in Sterling Heights, 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 from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.
HCSB FINANCIAL: Delays Form 10-Q, Expects to Report Q3 Net Loss
---------------------------------------------------------------
HCSB Financial Corporation was unable to timely file its quarterly
report on Form 10-Q for the quarter ended Sept. 30, 2014, because
the Company is still completing its analysis of the allowance for
loan losses and related loan loss provision for the quarter ended
Sept. 30, 2014. As a result, the Company is still finalizing its
unaudited consolidated financial statements and related
disclosures for the quarter ended Sept. 30, 2014. At this time,
the Company currently anticipates recording a net loss ranging
from $1.3 million to $1.4 million for this quarter. However, the
Company is still finalizing its audited consolidated financial
statements and related disclosures for the quarter ended Sept. 30,
2014, and its actual results for the quarter ended Sept. 30, 2014,
may differ from its current estimates. The Company intends to
file the Form 10-Q with the Securities and Exchange Commission on
or before the fifth calendar day following the prescribed due date
in compliance with Rule 12b-25 under the Securities Exchange Act
of 1934.
Management currently estimates that the Company will report:
* Net interest income ranging from $2.7 million to $2.8 million
for the quarter ended Sept. 30, 2014, compared to $3 million
for the third quarter of 2013. Based on our analysis of the
Company's allowance for loan losses, the Company anticipates
taking a loan loss provision for the quarter ended Sept. 30,
2014, ranging from $750 thousand to $1.0 million, compared to
no loan loss provision for the third quarter of 2013.
* Noninterest income ranging from $600,000 to $700,000
for the quarter ended Sept. 30, 2014, compared to $780,000
for the third quarter of 2013.
* Noninterest expense ranging from $3.4 million to $3.5 million
for the quarter ended Sept. 30, 2014, compared to $4 million
for the third quarter of 2013.
* As of February 2011, the Federal Reserve Bank of Richmond,
the Company's primary federal regulator, has required the
Company to defer dividend payments on its $12,895,000 of
shares of Series T Preferred Stock issued to the U.S.
Treasury in March 2009 pursuant to the U.S. Treasury's
Capital Purchase Program and interest payments on its
$6,000,000 of trust preferred securities issued in December
2004. In addition, since October 2011, the Federal Reserve
Bank of Richmond has prohibited the Company from paying
interest due on its $12,062,011 of subordinated promissory
notes that were issued in a private placement in the first
half of 2010. As a result, as of Sept. 30, 2014, the Company
has deferred $2.7 million in dividend payments due on the
Series T Preferred Stock, $669 thousand in interest payments
due on the trust preferred securities, and $3.3 million in
interest payments due on the subordinated promissory notes.
The Company has also not yet filed these reports:
1. Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 2014;
2. Annual Report on Form 10-K for the Fiscal Year Ended
Dec. 31, 2013; and
3. Quarterly Report on Form 10-Q for the Quarter Ended
Sept. 30, 2013.
About HCSB Financial
Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank. The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988. From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services. During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach. All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.
The Company's balance sheet at June 30, 2014, showed
$452.63 million in total assets, $464.42 million in total
liabilities, and a stockholders' deficit of $11.79 million.
"At March 31, 2014, the Company was categorized as "critically
undercapitalized" and the Bank was categorized as "significantly
undercapitalized." Our losses over the past five years have
adversely impacted our capital. As a result, we have been
pursuing a plan to increase our capital ratios in order to
strengthen our balance sheet and satisfy the commitments required
under the Consent Order. However, if we continue to fail to meet
the capital requirements in the Consent Order in a timely manner,
then this would result in additional regulatory actions, which
could ultimately lead to the Bank being taken into receivership by
the FDIC. Our auditors have noted that the uncertainty of our
ability to obtain sufficient capital raises substantial doubt
about our ability to continue as a going concern," according to
the quarterly report for the period ended March 31, 2014.
HD SUPPLY: Plans to Offer $1.2 Billion Senior Notes Due 2021
------------------------------------------------------------
HD Supply Holdings, Inc., announced that its indirect wholly-owned
subsidiary, HD Supply, Inc., intends to commence a private
offering of $1,250,000,000 of Senior Secured First Priority Notes
due 2021. The Company said there can be no assurance that the
proposed offering of Notes will be completed.
HD Supply intends to use the proceeds from the sale of the Notes,
together with available cash, to refinance its outstanding 8 1/8%
Senior Secured First Priority Notes due 2019 and to pay related
fees and expenses.
The Notes will be offered in a private offering exempt from the
registration requirements of the United States Securities Act of
1933, as amended. The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act.
The Notes will not be and have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.
Meanwhile, HD Supply reaffirms its previously disclosed guidance
for its third quarter fiscal 2014 included in its second quarter
fiscal 2014 earnings release dated Sept. 9, 2014, under the
heading "2014 Third Quarter Outlook", which was furnished with the
U.S. Securities and Exchange Commission on a Current Report on
Form 8-K dated Sept. 9, 2014.
About HD Supply
HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling. HDS also
provides maintenance, repair and operations services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.
HD Supply reported a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal
year ended Feb. 3, 2013, and a net loss of $543 million for the
year ended Jan. 29, 2012.
As of Aug. 3, 2014, HD Supply had $6.71 billion in total assets,
$7.41 billion in total liabilities and a $701 million total
stockholders' deficit.
* * *
As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.
HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.
HD SUPPLY: Priced $1.2 Billion Senior Secured Notes Offering
------------------------------------------------------------
HD Supply Holdings, Inc., announced that its indirect wholly-owned
subsidiary, HD Supply, Inc., has priced $1,250,000,000 aggregate
principal amount of 5.25% Senior Secured First Priority Notes due
2021. The Notes were priced at par. The Notes are being offered
and sold in transactions exempt from registration under the
Securities Act of 1933, as amended. HD Supply intends to use the
net proceeds from the offering, together with available cash, to
redeem all of its outstanding 8 1/8% Senior Secured First Priority
Notes due 2019 totaling $1,250 million in aggregate principal
amount in accordance with the terms of HD Supply's previously
announced notice of conditional full redemption, and to pay
related fees and expenses. The redemption date is expected to be
Dec. 19, 2014.
The Notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.
About HD Supply
HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling. HDS also
provides maintenance, repair and operations services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.
HD Supply reported a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal
year ended Feb. 3, 2013, and a net loss of $543 million for the
year ended Jan. 29, 2012.
As of Aug. 3, 2014, HD Supply had $6.71 billion in total assets,
$7.41 billion in total liabilities and a $701 million total
stockholders' deficit.
* * *
As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.
HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.
HEALTHWAREHOUSE.COM INC: Incurs $605,000 Net Loss in 3rd Quarter
----------------------------------------------------------------
HealthWarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $604,987 on $1.47
million of net sales for the three months ended Sept. 30, 2014,
compared with a net loss attributable to common stockholders of
$1.09 million on $2.39 million of net sales for the same period
last year.
For the nine months ended Sept. 30, 2014, compared with a net loss
attributable to common stockholders of $1.42 million on $4.65
million of net sales compared to a net loss attributable to common
stockholders of $7.11 million on $7.48 million of net sales for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed
$2.19 million in total assets, $5.83 million in total liabilities,
and a $3.64 million in total stockholders' deficiency.
Bankruptcy Warning
"The Company recognizes it will need to raise additional capital
in order to meet its payment obligations... and execute its
business plan. There is no assurance that additional financing
will be available when needed or that management will be able to
obtain financing on terms acceptable to the Company and whether
the Company will become profitable and generate positive operating
cash flow. If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations. There can be no assurance that such a plan
will be successful. If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company stated in the Report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/7yAoVo
About HealthWarehouse.com
HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.
As of June 30, 2014, the Company had $1.02 million in total
assets, $5.50 million in total liabilities and a $4.48 million
total stockholders' deficit. The Company reported a net loss
attributable to common stockholders of $7.30 million in 2013
following a net loss attributable to common stockholders of $6.26
million in 2012.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013. The independent auditors noted that the Company has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern, the auditors said.
HOTEL OUTSOURCE: Reports $10,000 Profit for Third Quarter
---------------------------------------------------------
Hotel Outsource Management International, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing net profit of $10,000 on $0 of revenues for
the three months ended Sept. 30, 2014, compared to a net loss of
$419,000 on $754,000 of revenues for the same period last year.
For the nine months ended Sept. 30, 2014, the Company reported
a net loss of $563,000 on $1.46 million of revenues compared to a
net loss of $1.28 million on $2.50 million of revenues for the
same period during the prior year.
The Company's financing activities resulted in cash of
approximately $698,000 during the nine months ended Sept. 30,
2014.
On Sept. 30, 2014, the Company had long term liabilities of
approximately $0.
At Sept. 30, 2014, the Company had $0 in cash.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/x8qiRG
About Hotel Outsource
New York-based Hotel Outsource Management International, Inc., is
a multi-national service provider in the hospitality industry,
supplying a range of services in relation to computerized minibars
that are primarily intended for in-room refreshments.
The Company's balance sheet at June 30, 2014, showed $4.45 million
in total assets, $4.46 million in total liabilities and a
stockholders' deficit of $19,000.
The Company has suffered recurring losses from operations and has
a net working capital deficiency that raises substantial doubt
about its ability to continue a going concern, according to the
Company's quarterly report for the period ended June 30, 2014.
HUTCHESON MEDICAL CENTER: Files for Ch. 11 in Georgia
-----------------------------------------------------
The Hutcheson Medical Center in Ft. Oglethorpe, Georgia, has
sought bankruptcy protection.
Northwest Georgia News reports that Hutcheson officials said the
bankruptcy filing will allow the hospital to restructure its debt
for long-term viability and could help protect it from Erlanger
Health System's efforts to recoup about $20 million the system
loaned Hutcheson as part of a management agreement.
According to the report, Chattanooga-based Erlanger has filed suit
in federal court demanding the sale of Hutcheson's buildings and
grounds -- jointly owned by Catoosa, Dade and Walker counties --
on Jan. 6, 2015. Foreclosure would involve only the sale of the
physical properties.
The Debtors provide health care services to the residents of
Catoosa, Walker, and Dade counties through traditional hospital,
outpatient clinic and nursing care facilities. An integral part
of the Northwest Georgia community, Hutcheson is one of the
largest employers in the tri-county area. The hospital plays a
vital economic role in the community, providing over 800 jobs and
an outstanding quality of life for its employees. More than 200
of the area's physicians with privileges at Hutcheson, along with
experienced registered nurses and clinical staff, provide
healthcare to the community.
HMC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt. The Debtor say they have receivables and
or payment rights from Medicare, Medicaid and other payors for
healthcare services provided. The total outstanding balance of
the receivables on the Debtors' books exceeds $70 million, while
the estimated balance owed on "current" receivables exceeds $12
million. In addition, the Debtors own other valuable personal
property assets, including cash, furniture, fixtures and
equipment.
First Day Motions
The Debtors on the Petition Date filed motions to:
-- jointly administer their Chapter 11 cases;
-- pay prepetition wages and benefits;
-- use cash collateral; and
-- use their existing bank accounts.
A hearing on the motions is scheduled for Nov. 24, 2014, at 11:30
a.m.
About Hutcheson Medical Center
Hutcheson Medical Center, Inc., operates a 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.
HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases have been
assigned to the Honorable Paul W. Bonapfel.
The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.
The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015. The appointment of a health care ombudsman is due
by Dec. 22, 2014.
No request has been made for the appointment of a trustee or
examiner, and no committee has been appointed in the cases.
HUTCHESON MEDICAL CENTER: Seeks to Use Regions' Cash Collateral
---------------------------------------------------------------
Hutcheson Medical Center, Inc., tells the Bankruptcy Court that
use of cash collateral is essential to the continued operation of
its business, to maintain the value of the property and for an
effective reorganization.
Regions Bank made certain loans to the Debtors pre-petition. In
connection therewith, Regions may assert liens and security
interests in some or all of the Debtors' personal property,
including but not limited to, accounts, inventory, furniture,
fixtures and equipment, and general intangibles. Regions may also
assert that the proceeds received from the Debtors' property
consisting of accounts receivable is "cash collateral" as defined
in 11 U.S.C. Sec. 363(a).
The Debtors say they have negotiated terms of a proposed interim
order granting authority to use cash collateral. The proposed
order provides that Regions will receive replacement liens and
supplemental liens as adequate protection.
About Hutcheson Medical Center
Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.
HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly
administered under Case No. 14-42863.
The cases have been assigned to the Honorable Paul W. Bonapfel.
The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.
The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015. The appointment of a health care ombudsman is due
by Dec. 22, 2014.
HMC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.
No request has been made for the appointment of a trustee or
examiner, and no committee has been appointed in the cases.
HUTCHESON MEDICAL: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Hutcheson Medical Center, Inc. 14-42863
100 Gross Crescent Circle
Fort Oglethorpe, GA 30742
Hutcheson Medical Division, Inc. 14-42864
100 Gross Crescent Circle
Fort Oglethorpe, GA 30742
Type of Business: Health Care
Chapter 11 Petition Date: November 20, 2014
Court: United States Bankruptcy Court
Northern District of Georgia (Rome)
Judge: Paul W. Bonapfel
Debtors' Counsel: Ashley Reynolds Ray, Esq.
SCROGGINS & WILLIAMSON, P.C.
1500 Candler Building
127 Peachtree Street, NE
Atlanta, GA 30303
Tel: (404) 893-3880
Fax: (404) 893-3886
Email: aray@swlawfirm.com
- and -
J. Robert Williamson, Esq.
SCROGGINS & WILLIAMSON, P.C.
1500 Candler Building
127 Peachtree Street, N.E.
Atlanta, GA 30303
Tel: (404) 893-3880
Email: rwilliamson@swlawfirm.com
centralstation@swlawfirm.com
Estimated Estimated
Assets Liabilities
----------- ------------
Hutcheson Medical Center $10MM-$50MM $50MM-$100MM
Hutcheson Medical Division $1MM-$10MM $1MM-$10MM
The petition was signed by Thomas Farrell Hayes, chief executive
officer.
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Chattanooga-Hamilton County $21,700,699
Hospital Authority d/b/a
Erlanger Health Systems
PO Box 6006
Chattanooga, TN 37401
McKesson Health Solutions $2,711,818
22423 Networks Place
Chicago, IL 60673-1224
Medhost of Tennessee, Inc. $2,441,512
2739 Momentum Place
Chicago, IL 60689-5327
Emcare, Inc. $1,232,329
7032 Collection Center Drive
Chicago, IL 60693
Parallon Locums $506,242
2415 Rinngold Road
Lafayette, GA 30728
Morris, Manning & Martin, LLP $392,825
3343 Peachtree Road
1600 Atlanta Fin Center
Atlanta, GA 30326
Olympus America $298,479
Dept 0600
P.O. Bx 120600
Dallas, TX 75312-0600
Executive Health Resources $255,736
Pediatrix Medical Group, Inc. $253,514
Attn: Michele Salerno
P.O. Box 281034
Atlanta, GA 30384-1034
US Foods $234,811
Celtic Leasing Corporation Equipment Lease $229,909
Cardinal Health $224,941
Pharmaceutical Dist
McNeary Insurance Consulting $222,106
Decosimo $208,947
AT&T $177,512
AT&T PRO - CABS $175,360
Siemens Medical Solutions, USA Inc. $171,354
Varian Medical Systems $160,144
McKesson Revenue Cycle Outsourcing $158,661
Parkway Physicians Center LP $150,087
Weatherby Locums, Inc. $149,870
Medical Management Prof $148,781
D & Y $142,315
Medicus $141,539
Brinson, Askew, Berry, Seigler $128,999
Dupree, Rodney $128,528
Omni Care/Medical Arts Health $123,883
Accordias Healthcare Services $123,735
M Modal Services, Ltd. $121,262
GE Medical Systems Equipment Lease $118,830
IMAGEWARE SYSTEMS: Conference Call Held to Discuss Q3 Results
-------------------------------------------------------------
ImageWare Systems, Inc., hosted a conference call on Nov. 17,
2014, to discuss its financial results for the quarter ended
Sept, 30, 2014.
"The third quarter was a transition period for our organization as
several of our partners and new agreements remained in the testing
and implementation process. While we certainly expected some of
these agreements to be producing revenues today, it's important to
note that we're dealing with large organizations that are
thoughtful and methodical on the rollout of our potentially game-
changing software," said Chairman and Chief Executive Officer of
ImageWare Systems, Mr. Jim Miller.
In the third quarter of 2014, total revenue was $919,000 versus
$2.5 million in the third quarter of 2013. In the third quarter
of 2013, the Company recognized a large non-recurring $1.5 million
payment from the United States Department of Veterans Affairs in
connection with software licenses. The absence of this revenue in
the third quarter of this year weighed heavily on the year-to-year
comparison.
Subsequent to the quarter, in October and November, the Company
borrowed a total of $1 million under its existing line of credit
for working capital purposes. The Company said it has remaining
capacity under the line totaling $2.5 million and has accounts
receivable currently of approximately $1 million, all of which the
Company expects to collect in the fourth quarter.
A copy of the transcript for this conference call is available for
free at http://is.gd/pQ3ZDx
About ImageWare Systems
Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization. Its "flagship" product
is the IWS Biometric Engine. Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes. The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials. Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.
Imageware Systems incurred a net loss of $9.84 million in 2013, a
net loss of $10.19 million in 2012 and a net loss of $3.18 million
in 2011.
As of Sept. 30, 2014, the Company had $5.67 million in total
assets, $4.51 million in total liabilities and $1.15 million in
total shareholders' equity.
IMPLANT SCIENCES: Reports $5.37 Million Net Loss for 3rd Quarter
----------------------------------------------------------------
Implant Sciences Corporation reported a net loss of $5.37 million
on $1.86 million of revenues for the three months ended Sept. 30,
2014, compared to a net loss of $6.02 million on $1.16 million of
revenues for the same period in 2013.
As of Sept. 30, 2014, the Company had $5.60 million in total
assets, $70.86 million in total liabilities and a $65.25 million
total stockholders' deficit.
Glenn D. Bolduc, president and CEO of Implant Sciences, commented,
"During our recently concluded quarter we continued to progress
through several regulatory approval processes. Most notably, we
achieved Transportation Security Administration ("TSA")
qualification for both air cargo and checkpoint screening, we
passed the European Civil Aviation Conference ("ECAC") evaluation
process and are now qualified in Europe for airport checkpoint
screening for passengers and checked baggage, and our proposal to
develop next generation explosives trade detection screening
systems, submitted under the U.S. Department of Homeland
Security's ("DHS") Science and Technology Directorates Broad
Agency Announcement, was selected for funding. All of these are
important strategic achievements that we believe position the
Company for consistent and sustainable growth, as evidenced by the
execution of an Indefinite Delivery / Indefinite Quantity ("IDIQ")
contract with the TSA for up to $162 million and the receipt of an
initial delivery order under this IDIQ from the TSA for 1,170 QS-
B220's and ancillary services and supplies. We have taken
important steps to broaden the markets we serve, increase our
revenue opportunities, and improve our financial stability."
Bankruptcy Warning
"Our ability to comply with our debt covenants in the future
depends on our ability to generate sufficient sales and to control
expenses, and will require that we seek additional capital through
private financing sources. There can be no assurances that we
will achieve our forecasted financial results or that we will be
able to raise additional capital to operate our business. Any
such failure would have a material adverse impact on our liquidity
and financial condition and could force us to curtail or
discontinue operations entirely. Further, upon the occurrence of
an event of default under certain provisions of our credit
agreements, we could be required to pay default rate interest
equal to the lesser of 2.5% per month and the maximum applicable
legal rate per annum on the outstanding principal balance
outstanding. The failure to refinance or otherwise negotiate
further extensions of our obligations to our secured lenders would
have a material adverse impact on our liquidity and financial
condition and could force us to curtail or discontinue operations
entirely and/or file for protection under bankruptcy laws," the
Company stated in the Report.
A full-text copy of the Company's press release is available for
free at http://is.gd/CL5V85
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/aEDEI3
Gets Order for 1,170 Explosive Trace Detectors
Implant Sciences announced that the U.S. Transportation Security
Administration has placed an initial order for 1,170 QS-B220
Desktop Explosive Trace Detectors and ancillary supplies. The
systems will be deployed at multiple airports across the country.
"Receiving this order from the TSA is a goal that Implant Sciences
has been driving towards for a number of years. Achieving it is a
major milestone for the Company and a tribute to the ability and
dedication of our employees. We are proud to help protect the
traveling public in the United States and look forward to a long
working relationship with the TSA," stated Implant Sciences' CEO,
Glenn D. Bolduc.
About Implant Sciences
Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.
For the fiscal year ended June 30, 2014, the Company reported a
net loss of $21.01 million on $8.55 million of revenues compared
to a net loss of $27.35 million on $12.01 million of revenues
during the prior fiscal year.
Marcum LLP, in Boston, Massachusetts, 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 had recurring net losses and continues to
experience negative cash flows from operations. As of Sept. 23,
2014, the Company's principal obligation to its primary lenders
was approximately $53,437,000 and accrued interest of
approximately $10,163,000. The Company is required to repay all
borrowings and accrued interest to these lenders on March 31,
2015. These conditions raise substantial doubt about its ability
to continue as a going concern.
Bankruptcy Warning
"Despite our current sales, expense and cash flow projections and
$17,512,000 in cash available from our line of credit with DMRJ,
at September 23, 2014, we will require additional capital in the
third quarter of fiscal 2015 to fund operations and continue the
development, commercialization and marketing of our products. Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company
stated in the Fiscal 2014 Report.
INDEPENDENCE TAX II: Incurs $128,000 Net Loss in 2nd Quarter
------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $127,835 on $223,431 of total
revenues for the three months ended Sept. 30, 2014, compared to a
net loss of $131,187 on $217,674 of total revenues for the same
period a year ago.
For the six months ended Sept. 30, 2014, the Company reported a
net loss of $246,697 on $436,774 of total revenues compared to a
net loss of $240,443 on $431,115 of total revenues for the same
period a year ago.
As of Sept. 30, 2014, the Company had $2.70 million in total
assets, $16.69 million in total liabilities and a $13.99 million
total partners' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/B1sc8Z
About Independence Tax Credit Plus L.P. II
Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993. The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership. The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation. The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.
The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.
The Partnership is in the process of developing a plan to dispose
of all of its investments.
INDEPENDENCE TAX II: Delays Filing of Q3 Form 10-Q
--------------------------------------------------
Independence Tax Credit Plus L.P. II 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 Partnership disclosed
that significant changes in its senior management have occurred
since the Partnership's last quarterly report on Form 10-Q.
On Nov. 14, 2013, Robert A. Pace resigned as a chief financial
officer and principal accounting officer and was subsequently
replaced by Mark B. Hattier. Also, on Nov. 14, 2013, Robert L.
Levy resigned as president and chief executive officer and was
subsequently replaced by Alan T. Fair. While the Partnership's
new officers have been working diligently to familiarize
themselves with the Partnership's operations and to accomplish a
timely filing of its Quarterly Report on Form 10-Q for the period
ended Sept. 30, 2014, they require additional time to finalize the
report within the spirit as well as the letter of the Commission's
rules, the Company said.
The Company fully expects to be able to file the Form 10-Q no
later than five calendar days after its original prescribed due
date.
About Independence Tax Credit Plus L.P. II
Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993. The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership. The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation. The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.
The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.
The Partnership is in the process of developing a plan to dispose
of all of its investments.
INDEPENDENCE TAX IV: Incurs $78,000 Net Loss in Third Quarter
-------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $77,619 on $907,216 of total
revenues for the three months ended Sept. 30, 2014, compared to a
net loss of $103,386 on $902,316 of total revenues for the same
period during the prior year.
For the six months ended Sept. 30, 2014, the Company reported a
net loss of $200,527 on $1.81 million of total revenues compared
to a net loss of $289,097 on $1.77 million of total revenues for
the same peirod a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $4.43
million in total assets, $26.59 million in total liabilities and a
$22.15 million total partners' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/y1pnct
About Independence Tax IV
New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb, 22, 1995.
On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership. The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors. The Offering was terminated on May 22, 1996.
The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.
The Partnership is currently in the process of developing a plan
to dispose of all of its investments. It is anticipated that this
process will take a number of years.
Independence Tax Credit Plus L.P. IV reported a net loss of $2.71
million on $3.6 million of total revenues for the fiscal year
ended March 31, 2014, compared to a net loss of $967,365 on $3.45
million of total revenues for the year ended March 31, 2013.
INERGETICS INC: Incurs $4.87 Million Net Loss in Third Quarter
--------------------------------------------------------------
Inergetics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shareholders of $4.87 million on $430,242 of
total revenues for the three months ended Sept. 30, 2014, compared
to a net loss applicable to common shareholders of $3.05 million
on $203,348 of total revenues for the same period during the prior
year.
For the nine months ended nine months ended Sept. 30, 2014, the
Company reported a net loss applicable to common shareholders of
$11.22 million on $1.43 million of total revenues compared to a
net loss applicable to common shareholders of $6.31 million on
$276,790 of total revenues for the same period in 2013.
As of Sept. 30, 2014, the Company had $2.16 million in total
assets, $15.78 million in total liabilities, $8.95 million in
preferred stock, and a $22.57 million total stockholders' deficit.
The Company said its future success is dependent upon its ability
to achieve profitable operations and generate cash from operating
activities, and upon additional financing. Management believes
they can raise the appropriate funds needed to support their
business plan and develop an operating, cash flow positive
company. The Company has been operating with negative cash flows
for the past 13 years.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/tP8f9A
About Inergetics Inc.
Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc. Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science. Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.
Inergetics reported a net loss applicable to common shareholders
of $5.74 million in 2013 following a net loss applicable to common
shareholders of $5.45 million in 2012.
INFINITY ENERGY: Extends $1-Mil. Note Maturity to April 2015
------------------------------------------------------------
Infinity Energy Resources, Inc., previously borrowed $1,050,000
under an unsecured credit facility with a private, third-party
lender on Dec. 27, 2013. The facility is represented by a
promissory note. Effective Nov. 19, 2014, the Company and the
lender agreed to extend the maturity date of the Note from Dec. 7,
2014, to April 7, 2015. All other terms of the Note remain the
same.
The Note may be prepaid without penalty at any time. The Note is
subordinated to all existing and future senior indebtedness, as
those terms are defined in the Note.
In connection with the loan, the Company granted the lender a
warrant exercisable to purchase 1,000,000 shares of its common
stock at an exercise price of $1.50 per share. In connection with
the extension of the maturity date of the Note to the New Maturity
Date, the Company decreased the exercise price of the Warrant to
$1.00 per share and extended the term of the Warrant to a period
commencing April 7, 2015, and expiring on the third anniversary of
that date. The Company issued no additional warrants to the
lender in connection with the extension of the Note to the New
Maturity Date. If the Company fails to pay the Note on or before
its New Maturity Date, the number of shares issuable under the
Warrant increases to 13,333,333 and the exercise price drops to
$0.075 per share. All other terms of the Warrant remain the same.
In connection with a previous extension of the Note, the Company
entered into a Revenue Sharing Agreement with the lender to grant
it an irrevocable right to receive a monthly payment equal to one
half of one percent (1/2%) of the gross revenue derived from the
share of all hydrocarbons produced at the wellhead from the
Nicaraguan Concessions and any other oil and gas concessions that
the Company and its affiliates may acquire. This percent
increased to one percent (1%) under that Agreement because the
Company did not pay the Note in full by Aug. 7, 2014.
About Infinity Energy
Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.
Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year. The Company's balance sheet at Sept. 30,
2013, showed $4.76 million in total assets, $5.74 million in total
liabilities, $15.17 million in redeemable, convertible preferred
stock, and stockholders' deficit of $16.15 million.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.
INFINITY ENERGY: Incurs $5.6 Million Net Loss in 2013
-----------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss applicable to common shareholders of $5.58 million for
the year ended Dec. 31, 2013, compared to net income applicable to
common shareholders of $894,570 for the year ended Dec. 31, 2012.
As of Dec. 31, 2013, the Company had $10.49 million in total
assets, $11.71 million in total liabilities, $1.65 million in
redeemable, convertible preferred stock, and a $2.87 million total
stockholders' deficit.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/3JxGcG
About Infinity Energy
Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.
Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.
INTELLICELL BIOSCIENCES: Incurs $3.5 Million Net Loss in Q3
-----------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.47 million on $55,000 of total revenues for the
three months ended Sept. 30, 2014, compared to a net loss of $4.47
million on $0 of total revenues for the same period in 2013.
The Company also reported a net loss of $11.01 million on $120,000
of total revenues for the nine months ended Sept. 30, 2014,
compared to a net loss of $9.45 million on $0 of revenues for the
same period a year ago.
As of Sept. 30, 2014, the Company had $3.10 million in total
assets, $17.53 million in total liabilities and a $14.42 million
total stockholders' deficit.
The Company had a working capital deficit as of Sept. 30, 2014, of
$17,375,764, compared to a working capital deficit at Dec. 31,
2013, of $15,486,015
The Company's cash and cash equivalents as of Sept. 30, 2014, was
$48,080, compared to cash balances at Dec. 31, 2013 of $0.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Qhpw4b
Late 10-Q
Intellicell Biosciences earlier filed 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
was not able to obtain all information prior to filing date and
management could not complete the required financial statements
and Management's Discussion and Analysis of those financial
statements by Nov. 14, 2014.
About Intellicell Biosciences
Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs. On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc". To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.
Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.
The Company's balance sheet at June 30, 2014, showed $3.34 million
in total assets, $15.64 million in total liabilities, all current,
and a $12.29 million total stockholders' deficit.
"The Company has incurred losses since inception resulting in an
accumulated deficit of $61,164,954 and a working capital deficit
of $15,319,535 as of June 30, 2014, respectively. Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern. The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities. There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us. If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company stated in
the Form 10-Q for the quarterly period ended June 30, 2014.
INTELLIPHARMACEUTICS INT'L: Notes Launch of 5mg Focalin by Teva
---------------------------------------------------------------
Intellipharmaceutics International Inc. announced that, based on
information regarding recent generic introductions by Teva
Pharmaceuticals on its Web site (
http://www.tevagenerics.com/products/new-teva-generics),it
believes that Teva has launched a generic version of the 5mg
strength of its dexmethylphenidate hydrochloride generic of
Focalin XR(R), although the exact launch date by Teva is not known
by the Company.
As previously announced, the Company had received a conditional
approval from the U.S. Food and Drug Administration on Nov. 18,
2013, to launch its own generic version of 5mg Focalin XR(R). It
is understood by the Company that the conditional approval could
be made final upon the expiry of six months from the date of
marketplace launch in the United States by the company first to
file for approval of the 5mg strength with the FDA. The Company
believes that Teva is the company with that first-to-file
exclusivity status.
If the Company receives a final approval to launch its generic
version of the 5mg strength of Focalin XR(R) six months after the
date of launch of the 5mg strength by Teva, the Company believes
that its manufacturing, marketing and distribution partner for
Focalin XR(R) generics in the United States, Par Pharmaceutical,
intends to launch this strength immediately upon the expiry of the
exclusivity period, but there can be no assurance as to when or if
any launch will occur.
The Company is unable to predict or estimate, in respect of its
generic of 5mg Focalin XR, a date of final FDA approval; an actual
launch date, if any, by Par; the number of competitors then
approved by the FDA to launch competing 5mg generic products; any
actual market penetration or market share; the market pricing or
discounts which might then be in effect; or the amount and timing
of revenues, if any, to which the Company may then be entitled
under its distribution agreement with Par.
The CEO of Intellipharmaceutics, Dr. Isa Odidi, said, "We are very
pleased, after waiting almost exactly one year since Teva received
final approval, that Teva now appears to have launched its 5mg
Focalin XR(R) generic in the United States. Par now manufactures,
markets and distributes the 15mg and 30mg strengths of generic
Focalin XR(R), and we would be pleased to see the 5mg strength
added to their portfolio."
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology,
Intellipharmaceuticshas a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.
Intellipharmaceutics incurred a net loss of US$11.49 million
for the year ended Nov. 30, 2013, following a net loss of
US$6.13 million for the year ended Nov. 30, 2012.
The Company's balance sheet at Aug. 31, 2014, showed $9.01 million
in total assets, $3.42 million in total liabilities and
$5.58 million in shareholders' equity.
Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Nov. 30, 2013. The independent auditors noted that
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.
INTELLIPHARMACEUTICS INT'L: Appoints New Chief Financial Officer
----------------------------------------------------------------
Intellipharmaceutics International Inc. had appointed Domenic
Della Penna as its new chief financial officer effective Nov. 24,
2014.
Mr. Della Penna brings considerable expertise and industry
experience to the Company. He has been a Chartered Accountant
(C.A.) since 1987, a Chartered Professional Accountant (U.S.)
since 2012, and holds a Master of Business Administration degree
(1988) from the Schulich School of Business at York University
(Toronto). He had previously served as CFO of Teva Canada Limited
since December 2010, and he had also simultaneously served as
Interim CFO of Teva North America Generics in the United States
since December 2013. His responsibilities and accomplishments in
those roles included enhancements to strategic planning processes
and financial systems, integration of assets acquired in the
purchase of ratiopharm Canada by Teva, business development, and
the negotiation of in-licensing opportunities, mergers and
acquisitions. Prior to his time at Teva, Mr. Della Penna was the
CFO of Timothy's Coffees of the World, and vice president of
finance of Diageo Canada Inc.
The CEO of Intellipharmaceutics, Dr. Isa Odidi, said, "We are very
pleased to have the opportunity to work with someone having Mr.
Della Penna's very substantial financial and strategic planning
experience in the area of pharmaceutical development, licensing,
manufacturing and supply chain management. We are particularly
excited and hope to utilize his experience in strategic planning,
and in pharmaceutical manufacturing and supply chain management as
we move from being a company largely focused on R&D to one with
full research, manufacturing and distribution capabilities."
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology,
Intellipharmaceuticshas a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.
Intellipharmaceutics incurred a net loss of US$11.49 million
for the year ended Nov. 30, 2013, following a net loss of
US$6.13 million for the year ended Nov. 30, 2012.
The Company's balance sheet at Aug. 31, 2014, showed $9.01 million
in total assets, $3.42 million in total liabilities and
$5.58 million in shareholders' equity.
Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Nov. 30, 2013. The independent auditors noted that
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.
INTERMETRO COMMUNICATIONS: Reports $149,000 Net Loss for Q3
-----------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $149,000 on $1.20 million of net revenues
for the three months ended Sept. 30, 2014, compared to a net loss
of $873,000 on $2.39 million of net revenues for the same period a
year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $913,000 on $5.17 million of net revenues compared to
a net loss of $1.58 million on $9.59 million of net revenues for
the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $2.88
million in total assets, $12.39 million in total liabilities and a
$9.51 million total stockholders' deficit.
"If the Company were to require additional financings in order to
fund ongoing operations, there can be no assurance that it will be
successful in completing the required financings that could
ultimately cause the Company to cease operations. The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that might result should the Company be unable to continue as a
going concern. There are many claims and obligations that could
ultimately cause the Company to cease operations. The report from
the Company's independent registered public accounting firm
relating to the year ended December 31, 2013 states that there is
substantial doubt about the Company'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/gtam9n
About InterMetro
Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.
InterMetro Communications reported a net loss of $2.45 million on
$11.57 million of net revenues for the year ended Dec. 31, 2013,
as compared with net income of $699,000 on $20.06 million of net
revenues in 2012.
Gumbiner Savett Inc., in Santa Monica, 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 incurred net losses in previous years, and as of
Dec. 31, 2013, the Company had a working capital deficit of
approximately $12,082,000 and a total stockholders' deficit of
approximately $12,426,000. The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2014 without the completion of additional
financing. These factors, among other things, raise substantial
doubt about the Company's ability to continue as a going concern
INTERMETRO COMMUNICATIONS: Hires SingerLewak as Accountants
-----------------------------------------------------------
The board of directors of InterMetro Communications Inc., upon
recommendation of the Company's audit committee, approved the
engagement of SingerLewak LLP to serve as the Company's new
independent registered public accounting firm.
The Company said that prior to the engagement, it has not
consulted with SingerLewak regarding: (i) the application of
accounting principles to a specific completed or contemplated
transaction, (ii) the type of audit opinion that might be rendered
on the Company's financial statements and either a written report
was provided to the Company or oral advice was provided that the
new accountant concluded was an important factor considered by the
registrant in reaching a decision as to the accounting, auditing
or financial reporting issue; or (iii) any matter that was either
the subject of a disagreement (as defined in Item 304(a)(1)(v)) or
a reportable event (as defined in Item 304(a)(1)(v)).
About InterMetro
Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.
InterMetro Communications reported a net loss of $2.45 million on
$11.57 million of net revenues for the year ended Dec. 31, 2013,
as compared with net income of $699,000 on $20.06 million of net
revenues in 2012.
As of June 30, 2014, the Company had $3.36 million in total
assets, $15.73 million in total liabilities and a $12.36 million
total stockholders' deficit.
Gumbiner Savett Inc., in Santa Monica, 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 incurred net losses in previous years, and as of
Dec. 31, 2013, the Company had a working capital deficit of
approximately $12,082,000 and a total stockholders' deficit of
approximately $12,426,000. The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2014 without the completion of additional
financing. These factors, among other things, raise substantial
doubt about the Company's ability to continue as a going concern
INTERMETRO COMMUNICATIONS: Delays Q3 Form 10-Q for Review
---------------------------------------------------------
InterMetro Communications, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period ended
Sept. 30, 2014, before the required filing date for the subject
Quarterly Report on Form 10-Q, according to a regulatory filing
with the U.S. Securities and Exchange Commission. The Company
intends to file the subject Quarterly Report on or before the
fifth calendar day following the prescribed due date.
About InterMetro
Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.
InterMetro Communications reported a net loss of $2.45 million on
$11.57 million of net revenues for the year ended Dec. 31, 2013,
as compared with net income of $699,000 on $20.06 million of net
revenues in 2012.
As of June 30, 2014, the Company had $3.36 million in total
assets, $15.73 million in total liabilities and a $12.36 million
total stockholders' deficit.
Gumbiner Savett Inc., in Santa Monica, 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 incurred net losses in previous years, and as of
Dec. 31, 2013, the Company had a working capital deficit of
approximately $12,082,000 and a total stockholders' deficit of
approximately $12,426,000. The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2014 without the completion of additional
financing. These factors, among other things, raise substantial
doubt about the Company's ability to continue as a going concern
INVERSIONES ALSACIA: Joint Plan & Outline Hearing Set for Dec. 4
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Inversiones Alsacia SA and Express de Santiago
Uno SA, operators of the largest bus system in Santiago, Chile,
are driving toward a confirmation hearing next month at which a
judge will consider the adequacy of disclosure materials and
approval of the prepackaged Chapter 11 plan.
If approved at a hearing on Dec. 4, the companies can implement a
planned exchange offer with holders of $347.3 million in senior
secured notes, according to the report.
As previously reported by The Troubled Company Reporter, the
Debtors filed a prepackaged Chapter 11 plan that proposes to
restructure $347.3 million in senior secured notes. The Debtors
only solicited votes from the noteholders as other equity
creditors and equity holders are unimpaired under the Plan.
About Alsacia
Inversiones Alsacia, together with its affiliate, Express de
Santiago Uno S.A., are collectively the largest operator in the
Transantiago Transportation System, transporting approximately
800,000 passengers every day, throughout 35 communities in
Santiago, Chile, which accounts for more than 30% of the
passengers in Transantiago. Alsacia and Express have the right to
provide the transportation services pursuant to concession
agreements with Chile's Ministry of Transportation and
Telecommunications, which agreements expire October 2018.
Alsacia and Express belong to non-debtor Global Public Services
S.A. ("GPS Group"), an international holding company with
interests in public passenger transportation, environmental
solutions, outsourcing services and real estate development in
Chile, Colombia, Panama, Peru and the United States of America.
The GPS Group is controlled by Carlos Mario Rios Velilla and
Francisco Javier Rios Velilla and several of their affiliates.
Alsacia and Express and three affiliates sought bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code in
Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a
prepackaged plan that would restructure $347.3 million in senior
secured notes but leave other creditors and the owners unimpaired.
The cases are pending before the Honorable Martin Glenn and the
Debtors have requested that their cases be jointly administered
under Case No. 14-12896.
The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as
bankruptcy counsel, FTI Consulting as financial advisor, and Prime
Clerk LLC as claims and balloting agent.
IRISH BANK: Court Fixes May 31 Next Year as Claims Bar Date
-----------------------------------------------------------
Kieran Wallace and Eamonn Richardson, the duly appointed and
authorized foreign representatives of Irish Bank Resolution
Corporation Limited, obtained order from the U.S. Bankruptcy Court
for the District of Delaware setting May 31, 2015 as the proofsof
claim filing deadline in its case.
Any holder of a claim against IBRC or its predecessor entities
Anglo Irish Bank Corporation Limited or Irish Nationwide Building
Society who fails to make a submission in accordance with the
notice on or before the Claim Deadline will be excluded from any
distribution made in connection with outstanding debts or claims.
For the avoidance of doubt, proofs of claim filed solely in the
United States with the Delaware Bankruptcy Court are invalid.
About Irish Bank Resolution
Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors. Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society. The two banks failed and were
merged into IBRC in July 2011. IBRC is tasked with winding them
down and liquidating their assets. In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.
IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing. Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.
Most assets in the U.S. have been sold already. IBRC is involved
in lawsuits in the U.S.
IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.
Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.
IRONSTONE GROUP: Incurs $62,000 Net Loss in Third Quarter
---------------------------------------------------------
Ironstone Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $61,979 for the three months ended Sept. 30, 2014, compared to
a net loss of $47,913 for the same period last year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $195,925 compared to a net loss of $140,954 for the
same period in 2013.
As of Sept. 30, 2014, the Company had $3.57 million in total
assets, $1.74 million in total liabilities and $1.83 million in
total stockholders' equity.
"The net cash used in operating activities for nine months ended
September 30, 2014 and 2013 was $164,380 and $54,474,
respectively. The Company has cash and marketable securities of
$899,605 at September 30, 2014. We believe that our current cash
and marketable security balances will be sufficient to meet our
operating and capital requirements for at least the next 12
months. We may use cash from time to time to make additional
investment acquisitions. We may be required to raise funds
through public or private financings, strategic relationships or
other arrangements. We cannot assure you that such funding, if
needed, will be available on terms attractive to us, or at all.
Furthermore, any additional equity financing may be dilutive to
stockholders, and debt financing, if available, may involve
restrictive covenants. Our failure to raise capital when needed
could harm our ability to pursue our business strategy and achieve
and maintain profitability."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/xgn7o6
About Ironstone Group
San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.
Ironstone Group reported a net loss of $169,747 in 2013 following
a net loss of $141,392 in 2012.
Burr Pilger Mayer, Inc., 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
recurring net losses and negative cash flows from operations which
raise substantial doubt about its ability to continue as a going
concern.
As reported by the TCR on Jan. 14, 2014, Madsen & Associates was
dismissed by Ironstone. The Company engaged Burr Pilger Mayer,
Inc., as its new independent registered public accounting firm.
ITT EDUCATIONAL: Auditor Walks Away Amid CEO Search
---------------------------------------------------
Law360 reported that ITT Educational Services Inc. revealed that
it has taken out a $79 million letter of credit with JPMorgan
Chase Bank NA to satisfy a federal penalty and that auditor
PricewaterhouseCoopers has chosen not to return after current
auditing cycles are complete, compounding the for-profit
educator's troubles as it searches for a new CEO.
According to the report, in an SEC filing, the company said that
it has received a $79 million letter of credit to put toward a
Department of Education penalty -- a deal that required it to put
up 109 percent of the letter's value as cash collateral, according
to an earlier filing. The penalty was for failing to provide
certain 2013 financial statements and compliance audits for
federal student loans, the report related.
ITT Educational Services, Inc., provides accredited undergraduate
and graduate degree programs through ITT Technical Institutes and
Daniel Webster College. The Company operates 147 campuses and two
learning sites with 57,000 students in 39 states.
JAMESON STANFORD: Reports $364-K Net Loss in June 30 Quarter
------------------------------------------------------------
Jameson Stanford Resources Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing a net loss of $364,314 on $nil of revenue for the
three months ended June 30, 2014, compared with a net loss of
$424,569 on $nil of revenue for the same period during the prior
year.
The Company's balance sheet at June 30, 2014, showed $1.66 million
in total assets, $1.26 million in total liabilities and
total stockholders' equity of $395,000.
The Company has incurred losses since inception resulting in a
deficit accumulated of $4.79 million as of the period ended June
30, 2014. Further losses are anticipated in the development of
its business.
A copy of the Form 10-Q is available at:
http://is.gd/sRMJN0
Jameson Stanford Resources Corporation, an exploration stage
company, focuses on the exploration of mining claims, mineral
leases, and excavation rights. It explores for gold, silver,
copper, lead, zinc, bismuth, beryllium, silica, and zircon. The
company holds interests in the Star Mountain/Chopar Mine project
that consists of 117 lode-mining claims and 4 metalliferous
mineral lease sections covering approximately 3,740 acres located
in the Star Mountain range, Star Mining District, in Beaver
County, Utah; the Spor Mountain/Dugway Minerals project, which
consists of 3 metalliferous mineral lease sections covering
approximately 1,920 acres located in Juab County, Utah; and Ogden
Bay Minerals project located in West Ogden, Utah. Jameson
Stanford Resources Corporation is based in Las Vegas, Nevada.
JSC ALLIANCE BANK: Seeks Recognition of Merger Plan
---------------------------------------------------
JSC Alliance Bank is seeking recognition in the U.S. of its
voluntary restructuring proceeding in Almaty City, Kazakhstan.
The Debtor, an undercapitalized Kazakhstan bank, has been the
subject of a court-supervised, collective restructuring process
under Kazakhstan's bank restructuring legislation over the past
eight months. Following the Debtor's 2010 judicial restructuring
in Kazakhstan, the Bank faced renewed financial difficulties
stemming from a material increase in its nonperforming loans and
significant outflows of customer deposits. Even before the
commencement of its current restructuring proceeding, the Bank,
its creditors, its regulator, and other interested parties began
negotiating the terms of a plan to restore the Bank to an
adequately-capitalized, properly-functioning financial institution
contributing to the growth and development of the local and
regional economies while ensuring that all affected creditors
would receive fair and equitable treatment in respect of their
claims.
Such negotiations have resulted in a restructuring plan that has
obtained the consent of over 90% of the voting claims affected
thereunder and over 99% of the Bank's voting common and preference
shares. The restructuring plan envisages participation by all of
the Bank's major stakeholders, including its creditors, its
shareholders and its largest depositor, the sovereign wealth fund
of Kazakhstan. The restructuring plan is premised on the
consolidation of the Bank with two other Kazakhstan banks that is
expected to result in important operational, cost and tax
synergies and restoration of the Bank's capital adequacy ratios to
the levels required by its regulator. The consolidation also
significantly decreases the write-offs from existing creditors and
the contributions from the Kazakhstan sovereign wealth fund that
would have been necessary under a stand-alone reorganization.
The Bank has submitted the restructuring plan to the Kazakhstan
Court for approval after a full hearing on the merits in which
every affected creditor is entitled to participate. If approved
by the Kazakhstan Court by the time of the hearing on this
Petition (as anticipated), and subject to the occurrence of the
Restructuring Date and the effectiveness of the Termination Order,
the affected obligations of the Bank will be discharged under
Kazakhstan law to the extent they are eliminated under the plan.
Timur Rizabekovich Issatayev, the chairman, seeks the cooperation
and assistance of the U.S. Court to ensure that no creditors of
the Bank are able to circumvent the effects of the restructuring
by initiating or continuing actions or proceedings against the
Bank, its successors or its property in the United States that are
inconsistent with the terms of the restructuring plan, Kazakhstan
law, and the objectives of chapter 15 of the Bankruptcy Code.
Road to Bankruptcy
From 2004 to 2007, the Bank expanded rapidly, primarily funded by
short term bank borrowings and debt securities issued in the
international capital markets. The Bank experienced severe
liquidity difficulties as a result of the world-wide financial
crisis which began in the middle of 2007. The Bank also faced a
serious deterioration in the quality of its loan portfolio as
Kazakhstan's economic growth slowed. Further, the Bank suffered a
loss of substantial assets through the fraud of its former
management. By March-April 2009, the Bank was unable to meet its
obligations to creditors.
The Kazakhstan Court granted the Bank's application for
restructuring in September 2009, commencing the Bank's first
insolvency proceeding. The Kazakhstan Court issued an order
granting final approval to the bank's restructuring plan on
Feb. 26, 2010.
During 2012 and 2013, the financial condition of the Bank
deteriorated once more, primarily as a result of a material
increase in its non-performing loans (currently, more than 50%
of the Bank's loan portfolio is non-performing) and significant
outflows of customer deposits (particularly since mid-2013 and
continuing in 2014). In 2013, the Bank's ratings were downgraded
by Fitch and S&P to "C" and "CCC" respectively, which further
impaired the Bank's ability to raise funds and increased its cost
of financing. As of Dec. 31, 2013, as shown in its audited
International Financial Reporting Standards ("IFRS") financial
statements, the Bank had negative equity of some KZT 75 billion,
reflecting additional provisions made in respect of bad loans, de-
recognition of some deferred tax assets, deteriorating operating
performance and negative earnings.
Faced with its challenging financial condition, in the last
quarter of 2013 the Bank's management determined to cease making
payments into the collection account that funds payments on the
Recovery Notes and, on Dec. 13, 2013, held a meeting in London
with investors to discuss the Bank's financial situation.
The Bank was confronting several challenges to its financial
position. First, its capital reserves had deteriorated to such an
extent that it risked breaching the minimum regulatory capital
adequacy requirements to which it is subject. Second, due to its
decline in profitability, the Bank had insufficient retained
earnings to restore its capital position or to meet its
obligations to creditors, including the Noteholders and Samruk-
Kazyna. Finally, the Bank anticipated that it would shortly have
to suspend making scheduled payments to other creditors (in
addition to the holders of Recovery Notes) in order to preserve
its limited liquidity.
On Dec. 26, 2013, as a result of the withholding of payments into
the collection account, the Bank failed to make a payment on the
Recovery Notes.
On Jan. 30, 2014, the board of directors of the Bank decided to
initiate restructuring proceedings in Kazakhstan and instructed
the Bank's management board to take the steps necessary to do so.
On Feb. 3, 2014, the National Bank of Kazakhstan (the central bank
and current primary financial regulator in Kazakhstan) approved
the initiation of the restructuring of the Bank's balance sheet
and, on Feb. 6, 2014, the Bank and the Committee for Control and
Supervision of the Financial Markets and Financial Organizations
of the National Bank of Kazakhstan (the "NBK Committee") executed
an agreement to prescribe the negotiation of a restructuring plan.
The Bank engaged White & Case Kazakhstan LLP as its legal advisers
and appointed Lazard Fr??res as its financial advisers in
connection with its restructuring.
Kazakhstan Restructuring
On Feb. 25, 2014, the Bank applied for restructuring (the
"Restructuring") pursuant to the Banking Law, attaching a "Draft
Plan of Restructuring of Liabilities & Recapitalization of
Alliance Bank" to the application. The Kazakhstan Court granted
the application on March 3, 2014, commencing the Kazakhstan
Proceeding and appointing Timur Rizabekovich Issatayev as the
person responsible for the Restructuring and as foreign
representative in respect of the Bank.
On May 15, 2014, Mr. Bulat Utemuratov, a Kazakhstan businessman
and a major shareholder in a number of Kazakhstan financial
institutions, acquired 16% of the common shares and preference
shares in the Bank from Samruk-Kazyna.
On August 1, 2014, following several months of negotiations and
due diligence, the Bank and a steering committee of creditors
reached a nonbinding agreement on the financial terms of the
restructuring of the Bank's liabilities.
The Restructuring Plan is premised on the Bank's consolidation
with two other Kazakhstan banks controlled by Mr. Utemuratov,
Temirbank and ForteBank. The primary purpose of the consolidation
is to contribute Temirbank's and ForteBank's capital surplus to
the restoration of the Bank's regulatory capital.
The Bank, Temirbank and ForteBank will be consolidated into the
Combined Bank at their respective book values of equity, as
adjusted to reflect each bank's contribution of tax attributes to
the Combined Bank. Under this proposed structure, shareholders of
Temirbank are expected to receive 64.24% of the Combined Bank's
common shares, shareholders of ForteBank are expected to receive
25.42% of the Combined Bank's common shares, and (mostly new)
shareholders of the Bank are expected to receive 10.34% of the
Combined Bank's common shares and 100% of the Combined Bank's
preferences shares.
As a result, the proposed shareholdings of the Combined Bank as of
the closing of the Restructuring (as calculated as of October 13,
2014) are expected to be: (i) Mr. Utemuratov owning 76.47% of the
common shares and 20.02% of the preference shares, (ii) the
claimants of the Bank owning 10.32% of the common shares; (iii)
the Petitioner owning 4.68% of the common shares, (iv) Samruk-
Kazyna holding .01% of the common shares and 51.00% of the
preference shares, and (v) other shareholders of Temirbank
and ForteBank holding the remaining minority of common shares.
Existing shareholders of the Bank are expected to have their
common shares diluted below .01% and to own 28.98% of the
preference shares.
About JSC Alliance Bank
JSC Alliance Bank is the ninth largest in terms of total assets in
Kazakhstan, operating as a universal financial institution in all
business segments but focusing primarily on the retail market
and lending to small and medium-sized enterprises. As of June 30,
2014, it had a network of 19 branches and 101 cash offices located
throughout Kazakhstan.
JSC Alliance Bank filed a Chapter 15 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-13194) on Nov. 20, 2014, in Manhattan, New
York, in the U.S.
Timur Rizabekovich Issatayev, the chairman of the Bank's
management board, is the foreign representative. The case is
assigned to Judge Sean H. Lane. JSC Alliance is represented in
its U.S. case by Richard A. Graham, Esq., and Scott G. Greissman,
Esq., at White & Case, LLP, in New York.
A hearing to consider U.S. recognition of the Kazakhstan
proceeding is slated for Dec. 22, 2014. Objections are due
Dec. 15, 2014, at 2:00 p.m.
JTB FAN: Files for Ch 11 to Stop Foreclosure on Pie Restaurant
--------------------------------------------------------------
Gregory J. Gilligan at the Richmond Times-Dispatch reports that
JTB Fan LLC filed for Chapter 11 bankruptcy protection to halt a
foreclosure auction for the Pie pizza restaurant at 214 N.
Lombardy Street scheduled for Tuesday. The Company estimated its
assets and liabilities at $500,001 to $1 million each in its
bankruptcy filing.
According to Michael Thompson at Richmond BizSense, the Company
defaulted on the loan issued on the property in 2007, triggering
the attempted foreclosure.
The original lender, Resource Bank nka Fulton Bank, was not
interested in renewing the financing of the building's note,
Times-Dispatch relates, citing Kevin Lake, Esq., at McDonald,
Sutton & Duval, the Company's bankruptcy counsel. "We have been
in contact with the lender, and that is why I express confidence
that this will work out," the report quoted Mr. Lake as saying.
JTB Fan LLC is a holding company that owns the building at 214 N.
Lombardy Street, which houses the Pie gourmet pizza restaurant and
two upstairs apartments. For three decades before 2005, the Caffe
DiPagliacci restaurant operated there. Mo Roman, who owns Pie and
other restaurants in Virginia, owns JTB Fan.
KEMET CORP: Moody's Affirms Caa1 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service revised KEMET Corp.'s outlook to stable
from positive following the announcement that KEMET will not
proceed with the planned $400 million issuance of Senior Secured
Notes. Moody's affirmed the Caa1 Corporate Family Rating ("CFR"),
the Caa1-PD Probability of Default Rating ("PDR"), the Caa1 senior
secured rating, and the SGL-4 liquidity rating.
Outlook Actions:
Issuer: KEMET Corporation
Outlook, Changed To Stable From Positive
Affirmations:
Issuer: KEMET Corporation
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-4
Senior Secured Regular Bond/Debenture (Local Currency) May 1,
2018, Affirmed Caa1, LGD4
Withdrawals:
Issuer: KEMET Corporation
Senior Secured Regular Bond/Debenture (Local Currency),
Withdrawn, previously rated Caa1, LGD4
Ratings Rationale
The stabilization of the rating outlook reflects Moody's
expectation that KEMET's profitability will improve over the next
year as the company begins to capture the benefit of the past
several years of restructuring and vertical integration
activities, but the inability to refinance the existing Senior
Notes on acceptable terms is concerning given KEMET's limited
internal sources of liquidity. Moreover, the positive outlook had
anticipated some modest improvement in KEMET's interest burden due
to the planned refinancing, which also would have pushed out
KEMET's largest block of debt by a year.
The Caa1 CFR and SGL-4 Speculative Grade Liquidity ("SGL") rating
reflect Moody's belief that liquidity pressure could emerge over
the next year as Moody's expect both significant near term
financial liabilities and only modest free cash flow due to the
high interest burden and the weak Film and Electrolytic ("F&E")
segment. These near term financial liabilities include the
remaining payments on the Niotan acquisition and payments on the
$20 million advance from an OEM ("OEM Advance"). The rating also
reflects the highly cyclical nature of the capacitors industry as
a whole. Supporting the rating is KEMET's market position as a key
competitor versus AVX and Vishay in the $1.7 billion tantalum
capacitors segment. Moody's expect KEMET will generate breakeven
free cash flow over the coming year.
The rating could be upgraded if KEMET's restructuring efforts
indicate progress in reducing the cost base without compromising
KEMET's competitive position and business conditions improve, with
growing revenues and sustained positive free cash flow (FCF), such
that the ratio of FCF to debt (Moody's adjusted) is sustained
above the low single digits percent. Moreover, Moody's would
expect that KEMET will have built liquidity sufficient to cover
the cash needs posed by the remaining payments on the Niotan
purchase price and the OEM Advance leaving at least $50 million of
cash in excess of these potential near term demands.
The rating could be downgraded if the recent improvement to FCF
reverses such that Moody's believe that FCF will turn more deeply
negative and cash consumption will continue. Moody's may downgrade
the rating if Moody's believe that cash (including restricted cash
related to the OEM Advance) is on-course to decline below $50
million.
The principal methodology used in this rating was Global
Semiconductor Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.
Ratings Rationale
The principal methodology used in these ratings was Global
Semiconductor Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
KINDER MORGAN: Fitch Raises Sr. Unsecured Ratings From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded Kinder Morgan Inc.'s (KMI) long-term
Issuer Default Rating (IDR) and senior unsecured ratings to 'BBB-'
from 'BB+'. The actions follows KMI's announcement that it has
received unitholder approval and expects to close its merger
transaction on Nov. 26, 2014.
Fitch has also assigned an 'F3' short-term IDR and commercial
paper rating to KMI. Additionally, Fitch has downgraded Kinder
Morgan Energy Partners, LP (KMP)'s long-term IDR and senior
unsecured rating to 'BBB-' and affirmed El Paso Pipeline Partners
Operating Co. LLC (EPO) long-term IDR and senior unsecured ratings
at 'BBB-.' Various other ratings actions were taken on select
Fitch-rated pipeline operating subsidiaries of KMP and EPO's
equalizing their long-term IDR and senior unsecured ratings at
'BBB-.' Fitch has also notched all existing preferred and
subordinated ratings two notches below the long-term IDR at 'BB'
consistent with current separation between IDR and subordinated
notes/preferred shares. A full list of ratings actions is
available at the end of this release. The Rating Outlook is
Stable.
On Aug. 11, 2014, KMI announced that it will acquire all of the
outstanding equity securities of KMP; Kinder Morgan Management,
LLC; and El Paso Pipeline Partners, L.P. (EPB) in a transaction
valued at over $71 billion. The deal effectively rolls KMI's
partnership subsidiaries into a more traditional taxpaying
corporate structure. Today's actions resolve various Positive and
Negative Ratings Watches on KMI, KMP, and select pipelines
following the announcement of the acquisitions. The mergers have
received all required regulatory approvals and unitholders votes
and is scheduled to close Nov. 26, 2014.
Today's ratings actions reflect Fitch's consolidated ratings
approach to KMI and its various subsidiaries based on KMI's plan
to put in place cross guarantees among and between the Kinder
Morgan entities effective on closing of the transaction in order
to create a single creditor class and virtually eliminates
structural subordination. The cross guarantees are expected to be
absolute and unconditional between the entities, and any
refinancing of maturing notes is expected be done primarily at the
KMI level over time (excepting some pipeline debt which would
remain at the pipelines for rate-making purposes but stay cross
guaranteed). The roll-up of entities into one single creditor
class simplifies KMI's corporate structure and provides meaningful
benefits to KMI's credit profile. In particular, it does away with
nearly all of the structural subordination that limited KMI's
ratings to a notching below its operating subsidiaries and
relieves the burden KMP's and EPB's incentive distributions rights
put on their ability to grow.
The rating actions reflect Fitch's belief that the combined
entities will continue to be one of the largest and most important
energy companies in the U.S., with significant positions in must-
run assets that support national energy infrastructure. KMI's size
and scale should continue to provide economies of scale and
favorable capital market access. The ratings are supported by
significant cash flow stability, with over 90% of current cash
flows fee-based or hedged and expectations that KMI's high
percentage of fixed fee generating assets will minimize earnings
and cash flow volatility. Leverage at the consolidated entity will
be high, with a targeted range of between 5.0x to 5.5x debt/EBITDA
on a sustained basis. However, KMI's asset size, scale, and cash
flow profile are unique and much more indicative of an investment-
grade profile, offsetting concerns around the high leverage
targets.
Key Ratings Drivers
Simplified Structure/Structural Equivalence: The roll-up of
entities into one single creditor class simplifies the corporate
structure and provides benefits to KMI's credit profile, in
particular, by nearly eliminating the structural subordination
that limited KMI's ratings to a notching below its operating
subsidiaries. All of the operating cash flow of the entities would
be available to KMI to fund operations, reduce debt and or pay
dividends, this helps to alleviate structural subordination at
KMI. Dividends would be targeted at a 10% growth rate and the
company would be able to retain excess cash to help fund part of
its growth capital program, which was not practically possible at
its MLPs given the increasing pressure to meet incentive
distributions particularly at KMP which has long been in its 50/50
splits.
Strong Asset Profile: The combined entity will continue be one of
the largest and most important energy companies in the U.S. with
significant positions in 'must-run' assets that support national
energy infrastructure. KMI as a combined entity is currently the
largest transporter of petroleum products in the nation and the
largest transporter of natural gas. Its asset base touches all of
the major supply and demand areas for oil, oil products, NGLs and
natural gas in the country. The combined entity is expected to
have an enterprise value in excess of $130B and over $8B in
EBITDA.
High Leverage Targets: Leverage at the consolidated entity is
expected to be high with a targeted range of between 5.0x to 5.5x
debt/EBITDA on a sustained basis. Relative to 'BBB-' rated
midstream entities, leverage (absent any consideration for size
scale and asset quality) in the 5.0x to 5.5x debt/EBITDA range and
EBITDA interest coverage in the 3.0x to 4.0x is more consistent
with a sub-investment grade rating. However, KMI's asset size,
scale and cash flow profile is unique and much more reflective of
a higher investment grade profile given the cash flow stability
and general size/importance, offsetting concerns around the high
leverage targets. Fitch expects that a combined KMI as the largest
midstream company and third largest energy company in the country
would have significant operational advantages and capital market
access advantages and more than adequate liquidity.
Guarantees Warrant Consolidated Approach: The cross guarantees are
absolute and unconditional between the entities and any
refinancing of maturing notes is expected to be done primarily at
the KMI level over time (excepting some pipeline debt which would
remain at the pipelines for rate-making purposes but remain cross
guaranteed). The consolidated rating reflects the near removal of
the structural subordination as well as the strong cash flow and
operating diversity of its asset base, for the previously higher
rated entities the rating is reflective of the cross guarantees
coupled with the high leverage reflecting what in most cases is a
somewhat weaker credit profile than KMP and the majority of the
pipelines were rated absent the explicit cross guarantees.
Adequate Cash Flow Generation: KMI is expected to generate over
$4.8 billion in free cash flow before dividends and growth capital
expenditures in 2015 growing to over $7.0B in FCF before dividends
and growth capex in 2019 and retain a 1.1x dividend coverage ratio
for the next five years even with a 10% growth rate on dividends
paid out to shareholders. As mentioned all of the operating cash
flow of the entities would be available to KMI to fund operations,
reduce debt and or pay dividends, this helps to alleviate
structural subordination at KMI. Over 90% of consolidated cash
flows are currently fee-based or hedged, providing comfort around
cash flow and earnings stability. Fitch expects the consolidated
entity to target a high percentage of fixed fee or hedged revenue
consistent with current and historical practices.
Ratings Sensitivities
Potential future triggers for additional rating action may
include:
Positive: Future developments that may, individually or
collectively, lead to positive rating action include:
-- A meaningful reduction in leverage, with debt/adjusted EBITDA
between 4.5x - 5.0x on a sustained basis.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- A significant change in cash flow stability profile or current
hedging practices. A move away from current significant
majority of assets being fee based or hedged could lead to a
negative ratings action.
-- Failure to manage leverage to the stated 5.0x to 5.5x on a
sustained basis Fitch notes that leverage in near term will be
slightly above 5.5x as several large scale construction
projects get built but metrics are expected to be below 6.0x
and are expected to improve to the target range as projects
are completed.
Fitch has upgraded the following ratings:
Kinder Morgan, Inc. (KMI)
-- IDR to 'BBB-' from 'BB+';
-- Unsecured notes and debentures to 'BBB-' from 'BB+';
-- Unsecured revolving credit facility to 'BBB-' from 'BB+';
-- Term loan facility to 'BBB-' from 'BB+'.
Kinder Morgan Finance Company, LLC
-- Unsecured notes to 'BBB-' from 'BB+'.
KN Capital Trust I
-- Trust preferred to 'BB' from 'BB-'.
KN Capital Trust III
-- Trust preferred to 'BB' from 'BB-'.
El Paso Energy Capital Trust I
-- Trust preferred to 'BB' from 'BB-'.
Additionally, Fitch assigns an 'F3' short-term IDR and commercial
paper rating to KMI.
Fitch has downgraded the following ratings:
Kinder Morgan Energy Partners, L.P. (KMP)
-- IDR to 'BBB-' from 'BBB';
-- Unsecured debt to 'BBB-' from 'BBB';
-- Short-term IDR to 'F3' from 'F2';
-- Commercial paper to 'F3' from 'F2'.
Tennessee Gas Pipeline Company, LLC
-- IDR to 'BBB-' from 'BBB+';
-- Senior unsecured debt to 'BBB-' from 'BBB+'.
El Paso Natural Gas Company, LLC
-- IDR to 'BBB-' from 'BBB';
-- Senior unsecured debt to 'BBB-' from 'BBB'.
Colorado Interstate Gas Company, LLC
-- IDR to 'BBB-' from 'BBB';
-- Senior unsecured debt to 'BBB-' from 'BBB'.
Southern Natural Gas Company, LLC
-- IDR to 'BBB-' from 'BBB';
-- Senior unsecured debt to 'BBB-' from 'BBB'.
Fitch has affirmed the following ratings:
El Paso Pipeline Partners Operating Co., LLC (EPO)
-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-'.
The Ratings Outlook is Stable.
KIOR INC: Employs Guggenheim as Investment Banker
-------------------------------------------------
KiOR, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Guggenheim Securities, LLC, as its
investment banker.
The Debtor has agreed to pay Guggenheim a monthly fee of $100,000;
and a fee of $1,750,000 upon the consummation of a restructuring
transaction.
Upon the closing of a financing transaction, the Debtor will pay
Guggenheim a fee equal to (a) 2.00% of the aggregate face amount
of any new debt obligations raised by the Debtor that is secured
by a first lien, plus (b) 4.00% of the aggregate face amount of
any new debt obligations issued by the Debtor that is secured by a
second or more junior lien, plus (c) 4.00% of the aggregate face
amount of any new debt obligations issued by the Debtor that is
unsecured, plus (d) 6.00% of the aggregate face amount of any new
capital issued by the Debtor in any equity financing, plus (e)
financing fees.
Upon consummation of any sale transaction, the Debtor will pay
Guggenheim a fee equal to 2.00% of the aggregate sale
consideration, but not less than $1,500,000, and for additional
sale transactions, (i) $500,000, plus (ii) in the event the
cumulative aggregate sale consideration of all sale transactions
exceed $75,000,000, 2.00% of the incremental aggregate sale
consideration associated with the second sale transaction that is
in excess of $75,000,000 and for which Guggenheim has not
previously received a sale transaction fee.
In addition to the fees, the Debtor will reimburse Guggenheim for
all reasonably documented out-of-pocket expenses incurred by
Guggenheim.
During the 90-day period prior to the Petition Date, Guggenheim
was paid certain monthly fees and related monthly expense
reimbursements pursuant to the June 16, 2014, engagement letter.
Specifically, Guggenheim was paid $104,651 on Aug. 26, 2014,
$108,407 on Sept. 22, 2014, and $113,255 on Oct. 27, 2014.
Guggenheim also received $14,879 on Oct. 14, 2014, and $10,000 on
Nov. 3, 2014, on account of contemporaneous and future expenses
being incurred in preparation for the filing of the case.
James D. Decker, a senior managing director at Guggenheim
Securities, LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.
A hearing on the employment application is set for Dec. 8, 2014,
at 1:00 p.m. (EST). Objections are due Dec. 1.
About Kior Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic biomass.
KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11
case, the Debtor intends to reorganize its business or sell
substantially all of its assets so that it can continue its core
research and development activities. KiOR Columbus did not seek
bankruptcy protection.
The Debtor disclosed $58.27 million in assets and $261.3 million
in liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a
consortium of lenders, committed to provide up to $15,000,000 in
postpetition financing. The DIP Agent is represented by Thomas E.
Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los
Angeles, California, and Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.
KIOR INC: Hires Alvarez & Marsal as Financial Advisor
-----------------------------------------------------
KiOR, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Alvarez & Marsal North America,
LLC, as financial advisor.
A&M will be employed for the following purposes:
(a) assistance in the development and management of a 13-week
cash flow forecast;
(b) evaluating the Company's current liquidity position and
implementing working capital improvement initiatives;
(c) assistance to the Company in the preparation of financial
related disclosures required by the bankruptcy court,
including the first day motions, schedules of assets and
liabilities, the statements of financial affairs, and
monthly operating reports;
(d) assistance to the Company with information and analyses
required pursuant to the Company's DIP financing including,
but not limited to, preparation for hearings regarding the
use of cash collateral and DIP financing;
(e) advisory assistance in connection with the development and
implementation of key employee incentives and other
critical employee benefit programs;
(f) assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations with
respect to the assumption or rejection of each;
(g) assistance to management in the preparation of financial
information for distribution to creditors and others,
including, but not limited to, cash flow projections and
budgets, cash receipts and disbursement analysis of various
asset and liability accounts, and analysis of proposed
transactions for which Bankruptcy Court approval is sought;
(h) attendance at meetings and assistance in discussions with
potential investors, banks and other secured lenders, any
creditors' committee, the U.S. Trustee, other parties in
interest and professionals hired by the same;
(i) analysis of creditor claims by type, entity and individual
claim, including assistance with development of a database
to track those claims;
(j) assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;
(k) providing testimony with respect to financial and
restructuring matters;
(l) assisting the Company and their counsel in preparing plans,
disclosure statements and other pleadings; and
(m) other assistance as Company's management may deem necessary
that are consistent with the role of a financial advisor
and not duplicative of services provided by other
professional advisors to the Company.
The Debtor has agreed to the following terms of compensation:
Managing Directors $725 to $925
Directors $525 to $725
Analysts/Associates $325 to $525
In addition, A&M will be reimbursed for its reasonable out-of-
pocket expenses incurred in connection with its assignment.
In the 90 days immediately preceding the Petition Date, A&M
received retainers and fee and expense payments totaling $748,959
for services performed for the Debtor.
Brian Cejka, a managing director with Alvarez & Marsal North
America, LLC, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.
A hearing on the employment application is set for Dec. 8, 2014,
at 1:00 p.m. (EST). Objections are due Dec. 1.
About Kior Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic biomass.
KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11
case, the Debtor intends to reorganize its business or sell
substantially all of its assets so that it can continue its core
research and development activities. KiOR Columbus did not seek
bankruptcy protection.
The Debtor disclosed $58.27 million in assets and $261.3 million
in liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a
consortium of lenders, committed to provide up to $15,000,000 in
postpetition financing. The DIP Agent is represented by Thomas E.
Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los
Angeles, California, and Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.
KOREY KAY & PARTNERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Korey, Kay & Partners, Inc.
42 Copiage Street
Valley Stream, NY 11580
Case No.: 14-75198
Chapter 11 Petition Date: November 20, 2014
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Louis A. Scarcella
Debtor's Counsel: Gerard R Luckman, Esq.
SIVERMANACAMPORA LLP
100 Jericho Quadrangle Ste 300
Jericho, NY 11753
Tel: (516) 479-6300
Email: efilings@spallp.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ramon Cruz, authorized representative.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
KU6 MEDIA: Annual General Shareholders' Meeting Set for Dec. 18
---------------------------------------------------------------
Ku6 Media Co., Ltd., will hold its annual general meeting on
Dec. 18, 2014, at 10:00 a.m., Hong Kong time, at Boardroom I,
Business Centre, 3/F, Harbour Grand Kowloon, 20 Tak Fung Street,
Hunghom, Kowloon, Hong Kong, for these purposes:
(a) To elect Xudong Xu, Robert Chiu, Haifa Zhu, Jingfeng Chen,
Tongyu Zhou, Songhua Zhang, Jiangtao Li as directors to
hold office until the next annual general meeting of
shareholders and until their successors are duly elected
and qualified, or until their earlier removal, or earlier
vacation of office.
(b) To approve, confirm and ratify the appointment of
PricewaterhouseCoopers Zhong Tian CPAs Limited Company as
the independent auditor of the Company to hold office until
the next annual general meeting of shareholders and the
authorization of the Board of Directors of the Company to
fix the auditor's remuneration.
(c) To transact such other business as may properly come before
the Meeting.
About Ku6 Media Co., Ltd.
Ku6 Media Co., Ltd. -- http://ir.ku6.com-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video website, www.ku6.com , Ku6
Media provides online video uploading and sharing service, video
reports, information and entertainment in China.
The Company's balance sheet at June 30, 2014, showed $5.83 million
(RMB36.19 million) in total assets, $9.4 million (RMB58.34
million) in total liabilities and total stockholders' deficit of
$3.57 million (RMB22.15 million).
LATEX FOAM: Hires C-Suite to Provide Consulting Services
--------------------------------------------------------
Latex Foam International, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Connecticut to employ C-Suite Resources, LLC to provide consulting
services to the Debtors, nunc pro tunc to Oct. 15, 2014.
The Debtors require C-Suite to perform professional consulting
services, which include:
(a) interfacing with the Debtors' various creditor
constituencies as requested;
(b) assisting and advising the Debtors with all bankruptcy
related reporting including the preparation of monthly
operating reports;
(c) reviewing and suggesting possible changes that would
enhance the monthly closing procedures, schedules, and
regular closing analyses and improving reporting of
financial variance;
(d) assisting in the recruitment of a permanent Controller/CFO
and any necessary additional personnel to replace or
upgrade the Debtors' staff and with the transition of such
people into the finance function; and
(e) providing such additional services requested from time to
Time.
C-Suites will be compensated at $1,950 per day, which represents a
reduction from C-Suite's usual rate of $2,500 per day, plus
reimbursement of actual expenses, fees and expenses charged by C-
Suite shall be subject to final approval of this Court pursuant to
the provisions of 11 U.S.C. Section 330. The Debtors request the
Court waive the requirement for the filing interim fee
applications. C-Suites will be used three days a week and its
engagement will terminate on April 30, 2015 unless otherwise
extended by the Agreement by the parties.
C-Suites has required -- and the Debtors have agreed to pay -- a
retainer of $6,000.
Richard B. Stewart, senior executive at C-Suites, 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.
C-Suites can be reached at:
Richard B. Stewart
C-SUITE RESOURCES, LLC
184 South Livingston Ave., Ste 323
Livingston, NJ 07039-3011
Tel: (888) 485-5777 ext. 701
E-mail: rstewart@csuiteresources.com
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.
LATTICE INC: Reports $321,000 Net Loss for Third Quarter
--------------------------------------------------------
Lattice Incorporated 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 $321,068 on $2.03 million
of revenue for the three months ended Sept. 30, 2014, compared to
net income attributable to common shareholders of $49,445 on $2.17
million of 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 shareholders of $1.11 million on
$6.61 million of revenue compared to a net loss attributable to
common shareholders of $16,222 on $6.27 million of revenue for the
same period last year.
As of Sept. 30, 2014, the Company had $5.57 million in total
assets, $7.48 million in total liabilities and a $1.91 million
total shareholders' deficit.
Cash and cash equivalents increased to $370,082 at Sept. 30, 2014,
from $312,703 at Dec. 31, 2013.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/KPe4ci
About Lattice Inc.
Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.
Lattice Incorporated reported a net loss of $1 million on $8.26
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $570,772 on $7.53 million of revenue during the
prior year.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
in Somerset, 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 a
history of operating losses, has a working capital deficit and
requires additional working capital to meet its current
liabilities. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
LEHMAN BROTHERS: Unit's Trustee Mulls Ending Curacao Bankruptcy
---------------------------------------------------------------
Law360 reported that the bankruptcy trustee for Lehman Brothers
Holdings Inc.'s Curacao-based affiliate said that the unit would
explore returning the bulk of its $5.1 billion claim against the
parent company to its creditors and selling the remainder to
investors. According to the report, Lehman Brothers Securities NV
trustee Michiel Gorsira announced that he is considering winding
down the estate some time in the first quarter of 2015 and making
final distributions to creditors, pending approval of that request
from the judge overseeing its Curacao bankruptcy proceeding.
The Curacao unit was a subsidiary of the Hong Kong-based Lehman
Brothers Asia Holdings Ltd., which is wholly owned by LBHI, the
report related. LBS, which already has had a liquidation plan
approved by its Curacao court, issued debt securities to local
investors and then lent the proceeds to fund LBHI, making it one
of the largest creditors in the parent company's New York
bankruptcy case, the report further related.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1. A
third distribution is set for around March 30, 2013. The
brokerage is yet to make a first distribution to non-customers.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.
LEO MOTORS: Incurs $474,000 Net Loss in Third Quarter
-----------------------------------------------------
Leo Motors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $474,364 on $28,813 of revenues for the three months ended
Sept. 30, 2014, compared to a net loss of $158,938 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 $2.03 million on $28,813 of revenues compared to a net
loss of $528,065 on $0 of revenues for the same period during the
prior year.
The Company's balance sheet at Sept. 30, 2014, showed $4.28
million in total assets, $2.40 million in total liabilities and
$1.87 million in total equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/1F3rjh
About Leo Motors
Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.
In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million. During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.
Leo Motors reported a net loss of $1.24 million on $0 of revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$1.88 million on $25,605 of revenues during the prior year.
John Scrudato CPA, in Califon, 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 significant losses since inception
of $16,871,850. This and other factors raise substantial doubt
about the Company's ability to continue as a going concern.
LEVEL 3: Proposes to Sell $600 Million Senior Notes
---------------------------------------------------
Level 3 Communications, Inc., plans to offer $600 million
aggregate principal amount of senior unsecured notes that will
mature in 2022 and will bear interest at a fixed rate in a
proposed private offering to "qualified institutional buyers," as
defined in Rule 144A under the Securities Act of 1933, as amended,
and non-U.S. persons outside the United States under Regulation S
under the Securities Act of 1933, as amended.
The net proceeds from the offering of the notes, together with
cash on hand, will be used to redeem all of the Company's
outstanding approximately $605.2 million aggregate principal
amount of 11.875% Senior Notes due 2019.
The senior notes will not be registered under the Securities Act
of 1933 or any state securities laws and, unless so registered,
may not be offered or sold except pursuant to an applicable
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.
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. As of Sept. 30, 2014, the Company had $13.98 billion in
total assets, $12.33 billion in total liabilities and $1.64
billion in stockholders' equity.
* * *
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.
In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'. "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.
As reported by the TCR on Oc. 31, 2014, Moody's Investors Service
upgraded Level 3 Communications Inc.'s corporate family rating
(CFR) to B2 from B3.
Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.
LIBERATOR INC: Reports $84,000 Net Loss for Sept. 30 Qtr.
---------------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $84,324 on $3.57 million of net sales for the three months
ended Sept. 30, 2014, compared to a net loss of $26,942 on $3.34
million of net sales for the same period in 2013.
As of Sept. 30, 2014, the Company had $3.33 million in total
assets, $5.30 million in total liabilities and a $1.96 million
total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/ksb7qG
About Liberator Inc.
Atlanta, Georgia-based Liberator is a vertically integrated
manufacturer that designs, develops and markets products and
accessories that enhance intimacy. Liberator is also a nationally
recognized brand trademark, brand category and a patented line of
products commonly referred to as sexual positioning shapes and sex
furniture.
Liberator disclosed a net loss of $376,056 on $14.71 million of
net sales for the year ended June 30, 2014, compared to a net loss
of $288,485 on $13.84 million of net sales for the year ended June
30, 2013.
Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, 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 a net loss of $376,056, a
working capital deficiency of $1,685,712, an accumulated deficit
of $8,423,741 and a negative cash flow from continuing operations
of $199,396. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
LLS AMERICA: Trustee May Clawback Payments to Johansons
-------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson ruled that Bruce P.
Kriegman, solely in his capacity as court appointed Chapter 11
Trustee for LLS America LLC, is entitled to claw back and recover
US$3,368.06 in transfers made by the debtor to Colt Johanson for
member withdrawal and car payment. The Trustee is entitled to
pre-judgment interest at the applicable federal rate from July 21,
2009, when the bankruptcy case commenced.
The Trustee also is entitled to and is granted a judgment for the
benefit of the Liquidating Trust of the Debtor against Harold
Johanson in the amount of C$6,122 and US$1,167, plus pre-judgment
interest from July 21, 2009, at the applicable federal judgment
rate and post-judgment interest at the federal judgment rate from
the date of judgment to the date the judgment is paid in full.
The Debtor operated a Ponzi scheme, whereby investors' loans
sometimes were used to pay other investors' promised returns on
investments. Over the course of its existence, the Debtor
acquired approximately $135.4 million in funds invested by
individual lenders, documented by promissory notes promising
interest in the range of 40% to 60% per annum. The Debtor
accumulated payday loan bad debts of approximately $29 million,
which were written off in 2009. The Debtor was never profitable
at any time during its existence, and at no time did it generate
sufficient profits to pay the amounts due the lenders.
All of the transfers that the Trustee seeks to avoid were made
within the period of September 1997 to July 21, 2009.
A copy of the Court's Nov. 18, 2014 Findings of Fact and
Conclusions of Law is available at http://is.gd/CkLYaHfrom
Leagle.com.
About Little Loan Shoppe
LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business. Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe. The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson
operated a Ponzi scheme. Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers. American and Canadian investors bought
notes worth US$29 million and another C$26,000,000. However, the
investors received no payments after March 2009.
One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.
LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts. The petition was signed by Ralph Gamble,
CEO of the Company.
The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194). Charles Hall was appointed as examiner
in the case.
LOFINO PROPERTIES: Court Approves Sale of Property and Settlement
-----------------------------------------------------------------
The Bankruptcy Court authorized Henry E. Menninger, Jr., as
Chapter 11 trustee for Lofino Properties, LLC, and Southland 75,
LLC, to sell to BOW Sugarcreek LLC, an affiliate of Breads of the
World, LLC, and of Cub Foods II, the property of Lofino
Properties, LLC, being leased to BOTW.
The Court also approved certain settlements between the trustee,
BOTW, Glicny Real Estate Holding, LLC, and other parties.
According to the trustee, good cause exists to approve the sale
and settlements because these provide: (i) a mechanism for
disposing of the disputes arising from the proposed sale of
certain real property and improvements owned by Lofino Properties,
LLC, located at 6134-6140 Wilmington Pike, Sugarcreek Township,
Ohio 45459 to Glicny; (ii) for the payment of $1,700,000 and other
consideration to Glicny; (iii) for the payment of $1,130,000 and
other consideration to First Financial Bank, N.A.; (iv) for the
release Glicny's mortgage and liens on Cub Foods II and the
release of the mortgage and liens of First Financial from the
portion of the real property subject to its mortgage and liens
that is being sold to BOW Sugarcreek; (v) for First Financial to
retain its mortgage and liens on property not sold to BOW
Sugarcreek; (vi) for the release of various claims against the
estate; (vii) allowing for confirmation of the Joint Plan of
Reorganization for Lofino Properties and Southland 75, as
amended; and (viii) additional benefits to the Debtors'
consolidated estate.
The BOW purchase will provide for these terms with regard to the
sale of Cub Foods II, among other things:
a. The trustee and Lofino will sell Cub Foods II to BOW
Sugarcreek;
b. Glicny will be paid $1,700,000 from these sources at
closing: (i) BOW Sugarcreek will pay $1,555,000; and (ii) Michael
D. Lofino, Sr. will pay $145,000;
c. any refund of Greene County real estate taxes attributable
to the tax year and the period comprising the first half of 2013
will be administered as set forth in the Glicny sale order;
d. any rent received by the Lofino bankruptcy estate arising
from the lease of an ATM on the Southland Property will be turned
over to Glicny as provided in the Glicny sale order; and
e. Glicny will release its mortgage and liens on Cub Foods II
as provided in the Glicny sale order.
The settlement also will provide for these additional primary
terms:
i. the purchase, free and clear of liens, claims, and
interests, by BOW Sugarcreek of the portion of Sugarcreek Plaza
that is subject to First Financial's mortgage and being leased to
BOTW is contingent on BOW Sugarcreek closing on its purchase of
Cub Foods II;
ii. contingencies to the BOW Purchase consist of (i) a
satisfactory commitment for title insurance and endorsements as
may be requested by BOW Sugarcreek, well as issuance at closing of
an Owner's and Mortgagee's policy of title insurance acceptable to
BOW Sugarcreek for the full amounts paid by BOW Sugarcreek for the
BOW Purchase, (ii) a satisfactory "as built" survey of the
properties being purchased, and (iii) satisfactory building
inspections, environmental studies and reports, and similar items
as BOW Sugarcreek may request. There is no financing contingency
for the BOW purchase; and
iii. in the event that BOW Sugarcreek closes on its purchase of
Cub Foods II, BOTW will release all claims that it has against
Lofino and its bankruptcy estate through the closing of the BOW
Purchase providing, however, that all common area maintenance,
utility, and other amounts related to any of the real estate
subject to the BOW Purchase must be resolved prior to the closing
of the BOW Purchase and that BOTW will, as of closing, be released
from any claims that Lofino or its bankruptcy estate have against
it through that closing.
About Lofino Properties & Southland 75
Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013. Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.
A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day. Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.
The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel. The
petitions were signed by Michael D. Lofino, managing member.
In re Southland 75, LLC, case no. 13-34100, has been substantively
consolidated on lead case no. 13-34099.
Henry E. Menninger, Jr., has been appointed the chapter 11
trustee, and is represented by Raymond J. Pikna, Jr., Esq., at
Wood & Lamping LLP.
Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.
Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile
Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as
Receiver.
Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter,
represents LCM Investments Management LLC.
GLICNY Real Estate Holding, LLC, is represented by Isaac M.
Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren,
Esq., at Blomgren & Bobka Co., L.P.A.
MARINA BIOTECH: Reports $7.1 Million Net Loss for Third Quarter
---------------------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.12 million on $0 of license and other revenue for the three
months ended Sept. 30, 2014, compared to a net loss of $976,000 on
$800,000 of license and other revenue for the same period a year
ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $12.28 million on $0 of license and other revenue
compared to net income of $393,000 on $1.11 million of license and
other revenue for the same period during the prior year.
As of Sept. 30, 2014, the Company had $9.95 million in total
assets, $20.14 million in total liabilities, and a $10.2 million
stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/zeuPGh
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as
the principal accountants for Marina Biotech, Inc., and Wolf &
Company, P.C., had been engaged as replacement.
In 2013, the Company incurred a net loss of $1.57 million on $2.11
million of license and other revenue, compared to a net loss of
$9.54 million on $4.21 million of license and other revenue in
2012.
MEDICAL ALARM: Incurs $62,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Medical Alarm Concepts Holding, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $61,993 on $271,004 of revenue for
the three months ended Sept. 30, 2014, compared to net income of
$346,022 on $264,860 of revenue for the same period during the
prior year.
As of Sept. 30, 2014, the Company had $1.17 million in total
assets, $3.26 million in total liabilities and a $2.09 million
total stockholders' deficit.
"We believe we can satisfy our cash requirements for the next
twelve months with our current cash flow from business operations,
although there can be no assurance to that effect. If we are
unable to satisfy our cash requirements, we may be unable to
proceed with our plan of operation. We do not anticipate the
purchase or sale of any significant equipment. We also do not
expect any significant additions to the number of employees. The
foregoing represents our best estimate of our cash needs based on
current planning and business conditions. In the event we are not
successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our
business plan for the development and marketing of our core
services. Should this occur, we may be forced to suspend or cease
operations.
"We anticipate incurring operating losses in the foreseeable
future. Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern," the Company
stated in the Report.
As of Sept. 30, 2014, and June 30, 2014, the Company had $8,543
and $7,673 in cash, respectively.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Mextmt
About Medical Alarm
Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.
Medical Alarm reported net income of $225,041 on $1.15 million of
revenue for the year ended June 30, 2014, compared to net income
of $3.18 million on $572,712 million of revenue during the prior
year.
Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014. The independent auditors noted
that the Company had working capital deficit of $635,937, a
stockholders' deficit of $2,036,440, did not generate cash from
its operations, and had operating loss for past two years. These
circumstances, among others, raise substantial doubt about the
Company's ability to continue as a going concern, according to the
auditors.
MGM RESORTS: To Issue $1.1 Billion Senior Notes Due 2023
--------------------------------------------------------
MGM Resorts International filed a free writing prospectus relating
to the issuance of $1,150,000,000 aggregate principal amount,
which constitutes an increase of $150,000,000 from the preliminary
prospectus supplement, of 6.000% Senior Notes due 2023.
Interest payments on the Notes are due on March 15 and September
15, commencing March 15, 2015.
Joint Book-Running Managers: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
SMBC Nikko Securities America, Inc.
Morgan Stanley & Co. LLC
Co-Managers: Barclays Capital Inc.
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
Credit Agricole Securities (USA) Inc.
RBS Securities Inc.
Scotia Capital (USA) Inc.
UBS Securities LLC
A full-text copy of the FWP is available for free at:
http://is.gd/GDuVs0
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.
MGM RESORTS: Fitch Rates $1BB Unsecured Notes Due 2023 'BB/RR2'
---------------------------------------------------------------
Fitch Ratings has assigned 'BB/RR2' ratings to MGM Resorts
International's (MGM) announced $1 billion senior unsecured notes
due 2023. Fitch upgraded MGM's IDR to 'B+' from 'B' in September
2014 and maintained MGM's Positive Outlook.
MGM plans to use the note proceeds for general corporate purposes,
including repaying certain debt maturing in 2015 and funding a
portion of the development costs related to MGM's Maryland and
Massachusetts projects.
Key Rating Drivers
Overall Fitch views the issuance positively as it largely
addresses MGM's liquidity needs through the development phase of
the company's projects in Macau ($2.9 billion), Maryland ($1.2
billion) and Massachusetts ($800 million). The issuance should be
largely leverage neutral if MGM uses the proceeds to refinance
$875 million in 6.625% senior notes that come due in July 2015.
Pro forma for the proposed notes issuance, MGM's available
liquidity will be $4.5 billion relative to its $5 billion
development pipeline and $2.4 billion of maturities coming due
through 2016 (excluding the 4.25% convertible notes coming due
2015). Fitch now estimates that MGM will need to access
approximately an additional $500 million in capital to meet its
funding needs through 2016, taking into account FCF at the wholly-
owned group and dividends from Macau. This should be manageable
given MGM's improving financial profile and historically good
access to capital markets as well as Fitch favorable long-term
outlook for the Las Vegas Strip and Macau.
Fitch's recent 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. The rating actions also took into account
MGM's improving FCF profile bolstered by the company's
distributions from MGM China and declining interest expense. The
increased probability that MGM's $1.45 billion of 4.25%
convertible notes will convert by April 2015 and the growing
equity value of MGM's stake in CityCenter are also positively
factored into the IDR.
Pro forma for the proposed issuance and the refinancing of the
6.625% notes MGM's consolidated leverage adjusted for income
attributable to minority interest is manageable at 6.7x for LTM
period ending Sept. 30, 2014 versus 7.2x and 8.6x for same periods
in 2013 and 2012, respectively. The improvement is driven by
EBITDA growth on the Las Vegas Strip (10% compounded annual growth
rate since the 2012 LTM period) and in Macau (13% growth rate).
Debt also declined to $12.9 billion as of Sept. 30, 2014 from
$13.9 billion two years ago with MGM using its domestic FCF and
MGM China dividends to paydown debt.
Fitch projects MGM's leverage to continue to decline even as the
company funds its $5 billion development pipeline. In Fitch's base
case projection, U.S. debt declines by approximately $1.3 billion
from Sept. 30, 2014 through 2016. This incorporates $1.4 billion
of cumulative FCF including Macau dividends and the conversion of
$1.45 billion in notes to equity (about a 17% cushion in stock
price relative to the conversion price).
Consolidated leverage adjusted for minority interest income
improves to 5x by year-end 2016, which is consistent with the
lower-end of the 'BB' category given MGM's segment exposure.
In Fitch's projections growth on the Las Vegas Strip offsets the
recent softness in Macau until 2016 when MGM's projects start to
come online. Fitch's 2016 EBITDA forecast includes half a year of
MGM Cotai ($660 million full year EBITDA estimated). Fitch
estimates EBITDA for MGM National Harbor and MGM Springfield at
roughly $240 million and $120 million, respectively. In 2017, the
first full year of the projects being open, leverage could
potentially decline to below 4x if the company remains committed
to debt reduction.
Fitch remains positive on the Las Vegas Strip outlook, especially
relative to other U.S. markets. Fitch projects that the market
will manage mid-single-digit RevPAR and low single-digit gaming
revenue and visitation growth over the next two to three years.
Fitch is forecasting negative 1% gaming growth for Macau in 2015,
which is largely driven by the expected weakness in 1H15. Longer-
term, Fitch remains favorable on Macau, as Fitch continues to hold
that Macau and the greater China market remain underpenetrated and
expects gaming revenue growth to be driven by new supply and
infrastructure development. The Chinese economy will continue to
grow (6.8% in 2015 and 6.5% in 2016), anchoring mass market
demand.
Development Pipeline
MGM's $5 billion project pipeline is among the largest in the
gaming industry. The $2.9 billion project in Macau is fully funded
between cash on hand, projected FCF and $1.45 billion available on
the revolver in Macau. Fitch believes the U.S. projects will be
funded on the balance sheet of the U.S. credit group. This view
reflects today's announcement and the company's stated intention
to use its $1.2 billion corporate revolver.
While funding the U.S. projects on its balance sheet increases the
short-term liquidity risk longer-term the projects, particularly
the one in Maryland, will enhance MGM's credit profile by
diversifying the company away from the Las Vegas Strip. MGM
started construction on the Maryland project this past summer and
will start on the Springfield project in spring of 2015.
Fitch views the Maryland project favorably from a return on
investment (ROI) point of view, even after accounting for the
increased $1.2 billion budget. Fitch estimates 14% - 20% ROI in
Maryland. The high ROI reflects MGM's position as the closest
casino to the D.C. area including the affluent Washington D.C.
suburbs in Virginia. Fitch is less optimistic on the Springfield
proposal considering the licensing and host community fees as well
as a less attractive supply/demand dynamic. However, Fitch still
estimates 9% - 15% ROI for the Massachusetts project, which is an
acceptable ROI for a domestic gaming investment relative to the
recent comparison set.
Issue Specific Ratings
MGM's unsecured notes rating of 'BB/RR2' incorporates MGM's 51%
stake in MGM China, increasing equity value in the 50% owned
CityCenter and the unsecured notes' 15% consolidated net tangible
asset (CNTA) lien test. The 'RR2' recovery rating is consistent
with an estimated recovery range of 71% - 90% and results in a two
notch differential from MGM's 'B+' IDR. Should Fitch upgrade MGM's
IDR to 'BB-', MGM's unsecured notes could remain at 'BB'. This is
because Fitch tends to compress the recovery related notching on
issues relative to the issuer's IDR as the IDR migrates upwards.
Rating Sensitivities (Fitch's forecasts in the parentheses)
Positive: Future developments that may, individually or
collectively, lead to positive rating action include:
-- Consolidated leverage adjusted for minority interest income
approaching 5x (FY15: 6.4x and FY16: 5.0x);
-- Domestic discretionary FCF after MGM China dividends being
above 5% of domestic debt (FY15: 6% and FY16: 8%);
-- Reversal of negative revenue trends in Macau and continuation
in positive or stable trends on the Las Vegas Strip.
-- Continued commitment to improving balance sheet.
Negative: Future developments that may, individually or
collectively, lead to negative rating action include:
-- Consolidated leverage adjusted for minority interest income
increasing above 7x for an extended period of time (8x through
the development cycle) (FY15: 6.4x and FY16: 5.0x);
-- Domestic discretionary FCF after MGM China dividends declining
below 2% of domestic debt (FY15: 6% and FY16: 8%);
-- Extended operating pressure in Macau and/or sharp reversal of
improving trends on the Las Vegas Strip; and/or
-- Greater uncertainty with respect to MGM's ability to refinance
near-term maturities.
Fitch rates MGM's as follows:
MGM Resorts International
-- IDR 'B+'; Outlook Positive
-- Senior secured credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2';
-- Convertible senior notes due 2015 'BB/RR2'.
MGM China Holdings, Ltd and MGM Grand Paradise S. A. (co-
borrowers)
-- IDRs 'BB'; Outlook Positive;
-- Senior secured credit facility 'BBB-' (includes $1.45 billion
revolver and $550 million term loan).
MGM RESORTS: Moody's Rates Proposed $1BB Sr. Unsecured Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MGM Resorts
International's proposed $1 billion senior unsecured guaranteed
note offering. MGM currently has a B2 Corporate Family Rating, B2-
PD Probability of Default Rating, Ba2 senior secured ratings, B3
senior unsecured ratings, and (P)Caa1 senior subordinated ratings.
The company also has an SGL-3 Speculative Grade Liquidity rating
and a stable rating outlook.
Proceeds from the new notes can be used to repay a portion of
MGM's existing $1.45 billion 4.25% convertible notes due in April
2015 and/or $875 million 6.625% senior notes due in July 2015. MGM
can also use all or a portion of the proceeds to fund the
company's Maryland and Massachusetts casino resort development
projects that will require significant capital spending through
2017.
Like MGM's existing senior unsecured notes, the proposed notes
will be guaranteed by domestic subsidiaries, except for Nevada
Landing Partnership. Nevada Landing partnership will not become a
guarantor unless and until Illinois gaming approval is obtained.
The proposed notes will not be guaranteed by the company's foreign
subsidiaries and certain domestic subsidiaries including MGM Grand
Detroit LLC, MGM China, MGM National Harbor and Blue Tarp. MGM
Grand Detroit, LLC is a co-borrower under MGM's senior secured
credit facility.
MGM's new note offering could substantially improve the company's
near-term debt maturity profile. On a pro forma basis assuming all
of the proceeds are used to address near-term debt maturities,
about $1.3 billion of debt maturities coming due in 2015 will
remain, all of which could be addressed with MGM's existing
resources, including about $760 million of cash located in the US,
and $1.2 billion of available revolver capacity.
Separately, to the extent MGM's stock price remains above $18.58 -
- the company's stock price is currently above $20 with a 52-week
range of $18.33 to $28.75 -- the possibility of MGM's $1.45
billion convertible notes converting to equity is more likely. If
this occurs, it would provide a substantial amount of additional
liquidity that could further alleviate Moody's concerns related to
MGM's near-term refinancing risk -- the company has $1.5 billion
of long-term bond maturities in 2016 and $743 million in 2017 that
also have to be addressed -- as well as help fund the company's
Maryland and Massachusetts development projects.
New Rating Assigned:
MGM Resorts International senior unsecured regular
bond/debenture -- B3(LGD 4)
Ratings Rationale
In addition to its large near-term debt maturities, MGM's B2
Corporate Family Rating reflects its high consolidated leverage.
MGM's consolidated debt/EBITDA for the period ended September 30,
2014 was about 5.9 times (this consolidated debt/EBITDA
calculation includes lease and pension obligations along with 100%
of MGM's China joint venture for which it has a 51% interest).
Also considered is the relatively weak gaming consumer demand
trend in the US regional markets. While the company's Las Vegas
and China joint venture results are doing well, regional markets
throughout the U.S. currently account for almost 20% of MGM's
wholly-owned domestic segment EBITDA. Positive rating
consideration is given to the strong credit profile of MGM's China
joint venture, an asset Moody's believes will provide a source of
cash via semi-annual distributions, increase in value over time,
and help MGM maintain the capital market access it needs to
address future debt maturities and future funding for growth
related development projects and investments.
The principal methodology used in this rating was Global Gaming
Industry 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.
MGM Resorts International owns and operates 15 wholly-owned
properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois. MGM has a 51% interest in MGM China, a hotel-casino
resort in Macau S.A.R. and a 50% interest in CityCenter, a multi-
use resort in Las Vegas, Nevada. MGM generates annual net revenue
of approximately $10 billion on a consolidated basis and
approximately $7 billion excluding the MGM China joint venture.
MINT LEASING: Reports $12.4 Million Net Loss for Third Quarter
--------------------------------------------------------------
The Mint Leasing, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $12.42 million on $1.41 million of total revenues
for the three months ended Sept. 30, 2014, compared to a net loss
of $932,416 on $1.21 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 $15.34 million on $5.66 million of total revenues
compared to a net loss of $2.79 million on $5.67 million of total
revenues for the same period during the prior year.
As of Sept. 30, 2014, the Company had $15.74 million in total
assets, $16.51 million in total liabilities and a $763,555 total
stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/VW2xpU
About Mint Leasing
Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.
Mint Leasing reported net income of $3.22 million on $6.45 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $238,969 on $9.97 million of total revenues in
2012.
Bankruptcy Warning
"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders. We can provide no assurance that
additional financing will be available on favorable terms, if at
all. If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants. If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless. Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern. If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the 2013 Annual
Report.
MISSISSIPPI PHOSPHATES: Taps Stillwater Advisory to Provide CRO
---------------------------------------------------------------
Mississippi Phosphates Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Mississippi to employ Stillwater Advisory Group LLC to
provide David N. Phelps as chief restructuring officer, nunc pro
tunc to the Oct. 27, 2014 petition date.
Pursuant to the terms of the Engagement Letter, Stillwater's
activities would include, but not be limited to, reviewing,
analyzing, and making recommendations to the Debtors in the
following areas:
(a) perform the day-to-day functions customarily and reasonably
associated with the position of Chief Restructuring Officer
in companies of similar size and complexity to the Debtors;
(b) assist the Debtors in developing plans or strategic
alternatives for maximizing the enterprise value of the
Debtors' various business assets;
(c) provide oversight and assistance with the preparation of
the 13-week cash flow forecast and evaluate short term
liquidity requirements of the Debtors;
(d) assist and provide oversight with the preparation of
financial information for distribution to creditors and
others, including, but not limited to, cash flow
projections and budgets, cash receipts and disbursements
analysis of proposed transactions for which Court approval
is sought;
(e) participate in meetings and provide assistance to potential
investors, potential lenders, and any official committee
appointed in these cases, the U.S. Trustee, and other
parties in interest;
(f) assist and provide oversight with the preparation of
financial related disclosures required by the Court,
including the Schedules of Assets and Liabilities, the
Statement of Financial Affairs and Monthly Operating
Reports;
(g) provide oversight and assistance in connection with
communications and negotiations with constituents including
trade vendors, investors and other critical constituents to
the successful execution of the Debtors' near term
operations;
(h) provide oversight and assistance with the preparation of
analysis of creditor claims by type, entity, and or
individual claims;
(i) provide testimony in litigation/bankruptcy matters as
required; and
(j) assist in such other matters as may be mutually agreed upon
between Stillwater, the Debtors and counsel to the Debtors.
For all services set forth in the Engagement Letter, Stillwater
shall be compensated at the hourly rate of $425 per hour for David
Phelps' service as CRO.
Stillwater will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtors shall pay to Stillwater an evergreen retainer of
$100,000. The retainer will be held by Stillwater, as security
for all fees and expenses incurred by Stillwater, and Stillwater
may apply the retainer to the extent any fees and expenses are not
paid pursuant to the terms of the Engagement Letter.
David N. Phelps, managing director of Stillwater Advisory, 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.
Stillwater Advisory can be reached at:
David N. Phelps
STILLWATER ADVISORY GROUP LLC
414 W Wisconsin St., Apt. B
Chicago, IL 60614-5254
Tel: (219) 241-0701
E-mail: dphelps@dnphelps.com
About Mississippi Phosphates
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.
The U.S. Trustee for Region 5 has appointed seven creditors to
serve in the official unsecured creditors committee in the
Debtors' cases.
* * *
The meeting of creditors pursuant to Sec. 341(a) in the Debtors'
cases is currently scheduled for Dec. 17, 2014, at 10:30 a.m., in
Gulfport, Mississippi.
MJC AMERICA: Can Employ Damages Expert for Gree Litigation
----------------------------------------------------------
MJC America, Ltd. sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
a damages expert witness in relation to a litigation involving
parties known as the Gree entities.
The Debtor concealed the identity of the damages expert in its
application.
The Debtor and various related parties are locked in litigation
with the Gree entities, which consist of Gree Electric Appliances,
Inc. of Zhuhai, Hong Kong Gree Appliances Sales Lts, Dong Mingzhu
and Jian Chen. The litigation is pending both before the U.S.
District Court for the Central District of California (the Federal
Action) and two consolidated cases pending before the Los Angeles
Superior Court (the State Actions).
The litigation stakes are high, with the Debtor and its affiliates
seeking damages of more than $150 million and the Gree entities
seeking to revolver tens of millions of dollars against the Debtor
and its affiliates.
Accordingly, the Debtor's special litigation counsel recommended
the employment of a damages expert to assess loss of expected
sales revenue and profits, lost payments and commissions, damage
and diminution in value of brand equity, loss of customer
contracts, damage to professional relationship and other similar
types of damages.
Given the amount of stake and the nature of the ongoing
litigation, the MJC Entities do not wish to disclose the identity
of the expert unless and until they determine that the expert will
be used as a testifying expert at trial.
Subject to the terms of the parties' engagement letter, the
Damages Expert charges hourly rates ranging from $225 to $700.
Fees and costs are to be paid, not by the Debtor, but rather by
the Debtor's affiliates because those entities are also parties to
the Federal Action and/or the State Actions.
The Debtor's special litigation counsel estimated the fees of the
Damages Expert will be in the range of $200,000 to $350,000.
Monthly fees are estimated to be in the range of $25,000 to
$40,000 during the initial pre-discovery phase of the case and
$50,000 to $70,000 during the pre-trial discovery phase.
Accordingly, the damages expert has requested a retainer in the
amount of $80,000 to be paid by an affiliate of the Debtor.
Based on its review, Jimmy Loh, Chief Financial Officer of the
Debtor, believes that the Damages Expert is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
About MJC America
MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.
The Debtor selected Law Offices of David A. Tilem ("TILEM") as its
general bankruptcy counsel. Winston & Strawn LLP serves as
special litigation counsel.
MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules. Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets. East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.
MMRGLOBAL INC: Reports $1.9 Million Revenues in Third Quarter
-------------------------------------------------------------
MMRGlobal, Inc., filed its quarterly financial report on Form 10-Q
for the period ended Sept. 30, 2014, with the U.S. Securities and
Exchange Commission.
The Company announced a 1,584% increase in revenues for the third
quarter of 2014, as compared to the third quarter of 2013. During
the quarter, the Company recorded revenues of $1,896,271, and
gross profit of $1,807,311. The Company also reported cash on
hand of $1,491,510 at the end of the quarter. The Company's
quarterly revenues were driven by licensing and other sources and
represent the highest quarter in MMR's history. The Company also
announced that in 2014 it will report its biggest year since its
inception.
For the nine months ended Sept. 30, 2014, the Company reported
revenues of $2,437,095 as compared to $535,146 for the same period
last year, an increase of 355.4%. Net cash provided by operating
activities for the nine months ended Sept. 30, 2014, was $226,382,
compared to net cash used of $2,174,399 in the similar period in
2013.
According to Robert H. Lorsch, Chairman and CEO, "In a letter to
shareholders in April this year, the Company projected that 2014
would be 'our year' and after this quarterly filing, it appears
that it is." The Company's nine month revenues are already 72%
higher than 2011's 12-month revenues, which was previously the
Company's largest year reported, and 75% higher than 2012 and 2013
revenues combined.
A full-text copy of the Company's press release is available for
free at http://is.gd/sQKNg9
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.
MONROE HOSPITAL: Supports Assets Sale to Prime Healthcare
---------------------------------------------------------
Monroe Hospital, LLC, submitted a brief in support of its motion
to sell substantially all of its assets pursuant to the successful
bidder's asset purchase agreement.
The Debtor has sought approval of the sale to Prime Healthcare
Services Monroe LLC, the successful bidder in the Oct. 13 auction.
At the auction, counsel for Monroe Regional Hospital, Inc.;
admitted that MRH's bid was contingent upon MRH reaching a deal
with DIP lender MPT Development Services, Inc., regarding the real
estate on which the Hospital is located, and that MRH had not yet
reached a deal with MPT regarding the real estate. Accordingly,
in consultation with counsel for MPT and UFS -- Universal
Financial Services, L.P., one of the Debtor's largest creditors,
the Debtor determined that the successful bidder's bid was the
highest and otherwise best bid because it was not contingent.
In consideration of the sale, transfer, conveyance and assignment
of the assets to the purchaser, purchaser will at closing: (i)
assume the assumed liabilities, (ii) pay the amount required under
Section 2.9; and (iii) pay 50% of all transfer taxes due in
connection with the closing of the transactions.
As additional consideration, purchaser will either spend or commit
to spend at least $2,000,000 in capital expenditures at the
Hospital during the three year period following the closing date.
About Monroe Hospital
Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed
private acute care medical surgical hospital in Bloomington,
Indiana. It leases the land on which the hospital is located from
MPT Bloomington, LLC.
Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on
Aug. 8, 2014. Joseph Roche signed the petition as president and
chief executive officer. In its schedules, the Debtor disclosed
$14,327,739 in total assets and $136,386,925 in liabilities.
The case is assigned to Judge James M. Carr. The Debtor is
represented by attorneys at Bingham Greenebaum Doll
LLP. Upshot Services LLC acts as the Debtor's noticing, claims
and balloting agent.
MSI CORP: Bankruptcy Court Confirms Plan of Reorganization
----------------------------------------------------------
MSI Corporation, Inc., confirmed the Plan of Reorganization dated
July 18, 2014. A copy of the ballot report is available for free
at http://bankrupt.com/misc/MSICorporation_300_ballotreport.pdf
Pursuant to an order dated Oct 7, the Plan satisfied Section 1125
of the Bankruptcy Code without the need for resolicitation.
The Plan
As reported in the Troubled Company Reporter on Sept. 22, 2014,
the Debtor has filed a Plan that proposes pay 100% of all allowed
claims of creditors and claimants.
Bankruptcy Judge Jeffery A. Deller has approved the Disclosure
Statement accompanying the Plan of Reorganization dated July 18,
2014, and has allowed the Debtor to begin soliciting votes on the
Plan.
The Disclosure Statement, as amended, notes that the estimated
pool of General Unsecured Claims does not account for the
contingent and unliquidated Claims of the Commonwealth of
Pennsylvania - Department of Community and Economic Development or
the Westmoreland County Industrial Development Corporation. The
claims may arise in relation to a 2009 grant provided by the
Commonwealth to applicant Westmoreland for assistance in an amount
not to exceed $1,250,000 for the construction of road improvements
that benefitted the Debtor, Contract # C000044971.
In connection with the grant, the Debtor was required to make
certain capital expenditures and hire 50 employees within five
years. Due to circumstances beyond the Debtor's control, the
Debtor was unable to hire the required amount of employees by the
end of the five-year term. As a result, the Commonwealth and
Westmoreland may have recourse against the Debtor and could
potentially assert Claims against the Debtor in relation to the
grant.
If asserted, the Claims could be as high as the amount of the
grant, although the Debtor disputes the propriety and validity of
that Claim/recourse. The Department of Community and Economic
Development has other options available to it as well, including
asserting a small Claim, waiving all Claims or extending the time
by which the Debtor must hire 50 new employees.
The Plan does not contemplate the allowance of a Claim relating to
the grant. The assertion and allowance of a significant claim by
the Commonwealth or Westmoreland would create greater cash demands
on the Debtor and could impair its ability to implement or
consummate its Plan, asserts Michael J. Roeschenthaler, Esq., at
McGuireWoods LLP, in Pittsburgh, Pennsylvania.
A black-lined copy of the Disclosure Statement, as amended, is
available at no extra charge at:
http://bankrupt.com/misc/MSICorp_AmendedDS_Blacklined.pdf
About MSI Corp.
MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013. Judge
Jeffery A. Deller presides over the case. The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.
Albert's Capital Services LLC is the Debtor's chief restructuring
officer. Michael J. Roeschenthaler, Esq., and Scott E. Schuster,
Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's
counsel. Geary & Loperfito LLC serves as special counsel.
No unsecured creditors was formed because no one responded to the
U.S. Trustee's communication for service on the committee.
MUSCLEPHARM CORP: Posts $602,000 Net Income in Third Quarter
------------------------------------------------------------
Musclepharm Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income after income taxes of $602,618 on $47.76 million of net
sales for the three months ended Sept. 30, 2014, compared to a net
loss after income taxes of $3.94 million on $25.34 million of net
sales for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported net
income after income taxes of $2.40 million on $144.71 million of
net sales compared to a net loss after income taxes of $13.72
million on $73.38 million of net sales for the same period a year
ago.
The Company's balance sheet at Sept. 30, 2014, showed $79.61
million in total assets, $41.52 million in total liabilities and
$38.08 million in total stockholders' equity.
"We believe that we made excellent progress against our strategic
objectives in the quarter, growing relationships with retailers,
launching new and innovative products, strengthening logistics,
and building out our company with additional people, processes and
procedures," said Brad Pyatt, MusclePharm's chairman and chief
executive officer. "Financially, our top line growth was fueled
primarily by increased penetration domestically and
internationally, with gross margin in line with our previous
stated guidance for the first nine months of the year.
"Additional product launches, including CocoProtein and Combat
Crunch, while yet to contribute to our bottom line, are an
important step to bring our sports nutrition products to the
mainstream consumer. We also entered an important new category
with our Combat 100% Isolate," added Pyatt. "However, we did
incur increased costs associated with those launches, as well as
additional costs to build out our distribution footprint."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/b3hIi4
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm reported a net loss after taxes of $17.71 million in
2013, a net loss after taxes of $18.95 million in 2012, and a net
loss of $23.28 million in 2011.
N-VIRO INTERNATIONAL: Incurs $487,000 Net Loss in Third Quarter
---------------------------------------------------------------
N-Viro International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $487,057 on $322,031 of revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$257,961 on $837,889 of revenues for the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.30 million on $1.01 million of revenues compared to
a net loss of $1.32 million on $2.55 million of revenues for the
same period during the prior year.
As of Sept. 30, 2014, the Company had $2.07 million in total
assets, $2.73 million in tota liabilities and a $660,784 total
stockholders' deficit.
The Company had a working capital deficit of $1,048,000 at
Sept. 30, 2014, compared to a working capital deficit of
$1,671,000 at Dec. 31, 2013, resulting in an increase in working
capital of $623,000.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/WVFFqi
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.
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.
NATIONS INSURANCE: A.M. Best Raises FSR to 'B+(Good)'
-----------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating to "bbb-" from
"bb+" of Nations Insurance Company (NIC) (Anaheim, CA). The
outlook for both ratings has been revised to stable from positive.
The rating upgrades recognize NIC's enhanced risk-adjusted
capitalization and improved underwriting trends. In addition, the
ratings consider the company's conservative investment philosophy,
tempered premium growth and management's local market knowledge.
These positive rating factors are somewhat offset by NIC's
variable underwriting performance in previous years and limited
business profile. As a single-state nonstandard private passenger
automobile writer in California, the company also remains
susceptible to adverse changes in the judicial, legislative and
economic environments, as well as increased competition.
Positive rating movement may result from continued improvement in
underwriting and operating performance trends in conjunction with
sustained improvement in risk-adjusted capitalization. However,
negative rating actions could result if underwriting performance
falls materially short of A.M. Best's expectations or there is a
significant erosion of capital.
NATIVE WHOLESALE: Chiampou Travis Okayed as Trustee's Accountant
----------------------------------------------------------------
The Bankruptcy Court authorized Mark J. Schlant, plan litigation
trustee for Native Wholesale Supply Company, to employ:
Chiampou Travis Besaw & Kershner, LLP
45 Bryant Woods
Amherst, NY 14228
to serve as its accountants.
According to the trustee, the estate requires accounting and
valuation services with respect to potential litigation to recover
certain transfers.
About Native Wholesale Supply Company
Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States. It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor. Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.
Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment. The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.
Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.
The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.
The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.
According to a Consensual Disclosure Statement for Joint
Consensual Plan of Reorganization of Native Wholesale Supply
Company, and the States dated March 6, 2014, the Debtor
established a Plan Funding Account at M&T and deposited
$5.5 million on Feb. 4, 2014, and an additional $500,000 was
deposited on Feb. 14, 2014. An additional $500,000 will be
deposited in the Plan Funding Account on each succeeding 15th day
of each month (or the first business day after the 15th)
beginning in March 2014 until the Plan is confirmed.
No trustee, examiner or creditors' committee has been appointed in
the case.
NATIVE WHOLESALE: Zdarsky Sawicki to Litigate Avoidance Actions
---------------------------------------------------------------
The Bankruptcy Court authorized Mark J. Schlant, the Plan
Litigation Trustee duly appointed for Native Wholesale Supply
Company, to employ
Zdarsky, Sawicki & Agostinelli LLP
404 Cathedral Place
298 Main Street
Buffalo, NY 14202
as counsel.
Zdarsky Sawicki will assist the Debtor regarding litigation of
avoidance actions.
About Native Wholesale Supply Company
Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States. It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor. Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.
Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment. The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.
Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.
The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.
The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.
According to a Consensual Disclosure Statement for Joint
Consensual Plan of Reorganization of Native Wholesale Supply
Company, and the States dated March 6, 2014, the Debtor
established a Plan Funding Account at M&T and deposited
$5.5 million on Feb. 4, 2014, and an additional $500,000 was
deposited on Feb. 14, 2014. An additional $500,000 will be
deposited in the Plan Funding Account on each succeeding 15th day
of each month (or the first business day after the 15th)
beginning in March 2014 until the Plan is confirmed.
No trustee, examiner or creditors' committee has been appointed in
the case.
NATURAL MOLECULAR: Trustee Can Hire Perkins Coie as Counsel
-----------------------------------------------------------
The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington authorized Mark Calvert, Chapter 11 trustee
for Natural Molecular Testing Corp., to employ Perkins Coie LLP as
his general bankruptcy counsel.
Perkins Coie will assist with all of the trustee's duties in the
case, including without limitation, bankruptcy administrative
tasks, formulation and confirmation of a plan of reorganization,
and litigation related to the bankruptcy case.
Perkins Coie has not agreed to represent the trustee as tax or
securities counsel. Additionally, Perkins Coie has not agreed at
the time to be lead counsel in the pending adversary proceeding
between NMTC and the Centers for Medicare and Medicaid Services et
al., or in related litigation or investigations, although Perkins
Coie may advise the trustee generally with respect to the matters
in its role as general bankruptcy counsel to the trustee.
John S. Kaplan will head the engagement and his hourly rate of
$500 will be fixed until 2015. The hourly rates for attorneys in
the Seattle office range from $790 per hour for the most
experienced partners to $200 for the most junior associates. The
hourly rate for the paralegal assigned to the matter as $190.
To the best of the trustee's knowledge, Perkins Coie is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
John S. Kaplan, Esq.
PERKINS COIE LLP
1201 3rd Ave., Ste. 4800
Seattle, WA 98101-3266
Tel: 206-359-8000
Fax: 206-359-9408
E-mail: JKaplan@perkinscoie.com
About Natural Molecular
Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors. Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.
NATURAL MOLECULAR: Trustee Taps H&W as Special Counsel
------------------------------------------------------
Mark Calvert, the Chapter 11 Trustee for Natural Molecular Testing
Corporation, asks the U.S. Bankruptcy Court for the Western
District of Washington for permission to employ Hacker & Willig
Inc. P.S. as his special counsel in connection with Natural
Molecular Testing Corporation v. Centers for Medicare & Medicaid
Services, et al., Adversary Case No. 13-01635-MLB (CMS Adversary).
The Chapter 11 Trustee says, since Oct. 21, 2013, the firm has
been advising and representing the Debtor in this bankruptcy case
and all associated adversaries, including the CMS Adversary.
Thus, the firm is well versed in all aspects of this case. The
firm is well qualified to represent and advise the Trustee in the
CMS Adversary or in any related federal or state court proceeding,
the Trustee notes.
The Trustee notes the firm will be entitled to compensation for
professional services rendered in connection with this case,
subject to and in compliance with applicable provisions of the
Bankruptcy Code.
The Trustee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Arnold M. Willig, Esq.
Elizabeth H. Shea, Esq.
Charles L. Butler, Esq.
HACKER & WILLIG, INC. P.S.
520 Pike Street, Suite 2500
Seattle, WA 98101
Tel: (206) 340-1935
Email: arnie@hackerwillig.com
eshea@hackerwillig.com
charlie@hackerwillig.com
About Natural Molecular
Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors. Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.
NAUTILUS HOLDINGS: Targeting January Confirmation of Plan
---------------------------------------------------------
Nautilus Holdings Limited, et al., have a Chapter 11 Plan that is
the product of negotiations between the Debtors and certain of the
Debtors' prepetition secured lenders. The Debtors are targeting
confirmation of the Plan by early January.
According to the Disclosure Statement dated Oct. 15, 2014, the
Plan is the product of negotiations between the Debtors and
certain of the Debtors' prepetition secured lenders. The Plan
addresses the Debtors' liabilities arising under the Debtors'
prepetition secured credit facilities by either providing for a
balance sheet restructuring or otherwise satisfying allowed
secured claims pursuant to applicable provisions of the Bankruptcy
Code, satisfies General Unsecured Claims in full within 90 days of
the Effective Date, excluding accrued postpetition interest, and
reinstates certain other claims and interests.
The Debtors have proposed this schedule in connection with the
Plan:
Event Proposed Date
----- -------------
Deadline for Objections to Disclosure
Statement Nov. 14, at 5:00 p.m.
Voting Record Date Nov. 14, 2014
Deadline for Replies to Objections to
Disclosure Statement Nov. 19, 2014
Disclosure Statement Hearing Date Nov. 21, 2014 at 10:00
a.m.
Solicitation Commencement Nov. 26, 2014
Voting Deadline Dec. 26, 2014, at
5:00 p.m.
Deadline for Objections to Confirmation Dec. 29, 2014, at 5:00
p.m.
Voting Certification Deadline Jan. 2, 2015
Deadline for Replies to Objections to
Confirmation Jan. 7, 2015
Confirmation Hearing Jan. 9, 2015, at 10:00
a.m.
The Plan also provides that all cash necessary for the Reorganized
Debtors to make payments required by the Plan will be obtained
from (a) existing cash balances, including balances in the
Debtors' accounts and (b) the operations of the Debtors or
Reorganized Debtors.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/NAUTILUSHOLDINGS_189_ds.pdf
About Nautilus Holdings Limited
Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.
The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.
The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.
Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor. Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.
NAUTILUS HOLDINGS: Plan Solicitation Period Expires Feb. 10
-----------------------------------------------------------
The Bankruptcy Court extended Nautilus Holdings Limited. et al.'s
exclusive periods to file a chapter 11 plan until Dec. 10, 2014,
and solicit acceptances for that Plan until Feb. 10, 2015.
DVB Bank SE, in its capacity as the lender, swap bank, agent, and
security trustee under certain senior secured credit facilities,
expressed support of the Debtors' motion for exclusivity
extension.
DVB said that on Sept. 19, 2014, it entered into a restructuring
support agreement with the Debtors, Reminiscent Ventures S.A.,
Synergy Management Services Limited, and Elektra Limited. On
Oct. 3, the Court approved the DVB RSA.
The DVB RSA contains certain milestones for the Debtors' filing
and prosecution of a plan of reorganization consistent with the
terms of the DVB RSA. Specifically, the DVB RSA stated that it
will automatically terminate without any further action or notice
and will be unenforceable upon the occurrence of these events,
among others:
i) 11:59 p.m., on Oct. 15, if they will not have filed the
Acceptable Plan and Disclosure Statement with the Bankruptcy Court
on or before the time;
ii) 11:59 p.m., on Dec. 1, 2014, unless the Bankruptcy Court has
entered an order approving the Disclosure Statement for the
Acceptable Plan before the time;
iii) 11:59 p.m., on Jan. 15, 2015, unless the Bankruptcy Court
has entered an order confirming the Acceptable Plan before the
time; and
iv) 11:59 p.m., on Jan. 31, 2015, unless the "effective date" of
the Acceptable Plan has occurred before the time.
The Debtors have given DVB no reason to believe that their request
for an extension of exclusivity in any way impacts their intention
to comply fully with the milestones they have agreed to under the
DVB RSA.
Objections Filed
The Court said that objections and reservations of rights filed in
response to the motion were resolved.
HSH Nordbank AG, secured lender, swap bank, agent and security
trustee under two secured bilateral credit facilities with six of
the Debtors, objected to the motion stating that the exclusivity
motion is inconsistent with the agreement. HSH Nordbank noted
that the Court entered a final order (i) authorizing the Debtors
to use cash collateral and (ii) granting adequate protection. The
final cash collateral order was a consensual order. A fundamental
element of that consensual order was the Debtors' agreement to
file plans by Oct. 15, and to immediately prosecute the plans.
Citibank International Plc, as administrative agent under the
Debtors' senior secured credit facility, dated as of Sept. 25,
2007, submitted a limited objection. Citibank said that there is
no reason to delay proceeding quickly to a plan process because
first, the Citi Silo Debtors are not operated or managed on an
integrated basis with the other Debtors and their cases can be
reseolved independently with no impact on the other Silos; and
second, because of their substantial deficiency claims, the Citi
Silo lenders hold the largest unsecured claims well as the
overwhelming amount of secured debt.
HSH is represented by:
John R. Ashmead, Esq.
Benjamin Blaustein, Esq.
SEWARD & KISSEL LLP
One Battery Park Plaza
New York, NY 10004
Tel: (212) 574-1200
Fax: (212) 480-8421
Citibank is represented by:
Alan W. Kornberg, Esq.
Elizabeth R. McColm, Esq.
Margaret A. Phillips, Esq.
Oksana Lashko, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Tel: (212) 373-3000
Fax: (212) 757-3990
About Nautilus Holdings Limited
Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.
The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.
The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.
Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor. Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.
NET ELEMENT: Unit Signs Factoring Agreement With Bank Otkritie
--------------------------------------------------------------
TOT Money Limited Liability Company, an indirect subsidiary of Net
Element, Inc., entered into a factoring services agreement, dated
as of Nov. 5, 2014, with Open Joint-Stock Company "Bank Otkritie
Financial Corporation".
Pursuant to the Agreement, TOT Money will assign to Bank Otkritie
its accounts receivable as security for financing in an aggregate
amount of up to 200 million Russian rubles (or approximately
US$4,237,288 based on the currency exchange rate as of the close
of business on Nov. 17, 2014) provided by Bank Otkritie to TOT
Money. Pursuant to the Agreement, Bank Otkritie is required to
track the status of TOT Money's account receivables, monitor
timeliness of payment of those accounts receivable, and provide
related services. The term of the agreement is from Nov. 5, 2014,
until Nov. 5, 2017.
Bank Otkritie's compensation pursuant to the Agreement for
providing services for the administrative management of accounts
receivable is 50 Russian rubles per account receivable. Bank
Otkritie's compensation pursuant to the Agreement for providing
financing to TOT Money is calculated as a financing rate that
ranges from 14.25% to 15.65% of the amounts borrowed, depending on
the number of days in the period from the date financing is
provided until the date the applicable account receivable is paid;
provided, however, Bank Otkritie has the unilateral right to
change those financing rates upon notice to TOT Money.
If there is a delay in payment by TOT Money of any sums due to
Bank Otkritie under the Agreement, Bank Otkritie has the right to
demand that TOT Money pay a penalty in the amount of 0.3% of the
outstanding debt for each day of delay. The Agreement may be
terminated by Bank Otkritie and the financial obligations of TOT
Money under the Agreement may be accelerated in certain
circumstances, including, without limitation: (i) if TOT Money
violates its obligations under the Agreement; (ii) if insolvency
or involuntary liquidation proceedings are initiated with respect
to TOT Money; (iii) if TOT Money's financial condition
deteriorates, including unprofitable activity that leads to a 25%
or more reduction of TOT Money's net assets; (iv) if TOT Money
makes amendments to the contracts that are the subject of the
assigned accounts receivable without the consent of Bank Otkritie,
(v) if TOT Money's legal status changes, (vi) if TOT Money assigns
any invalid or non-existing account receivable to Bank Otkritie,
or (vii) if certain other conditions exist as specified in the
Agreement.
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.
NET TALK.COM: Needs More Time to File Form 10-Q
-----------------------------------------------
Nettalk.Com, Inc., 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, saying it needs additional time to properly
complete the final preparation of the Form 10-Q. The Company is
working with its independent accountants to complete its quarterly
financial statements and footnote disclosures to be included as
integral part of Form 10-Q, according to the filing.
About Net Talk.com
Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.
Net Talk.com a net loss of $4.78 million on $6.02 million of net
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $14.71 million on $5.79 million of net revenues in 2012.
As of June 30, 2014, the Company had $5.07 million in total
assets, $12.42 million in total liabilities and a $7.35 million
total stockholders' deficit.
Zachary Salum Auditors P.A., 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 incurred significant recurring losses from
operations, its total liabilities exceeds its total assets, and is
dependent on outside sources of funding for continuation of its
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
NETWORK CN: Incurs $273,000 Net Loss in Third Quarter
-----------------------------------------------------
Network CN Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $272,811 on $204,234 of advertising services revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$898,156 on $151,119 of advertising services revenues for the same
period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $2.39 million on $667,752 of advertising services
revenues compared to a net loss of $2.67 million on $708,074 of
advertising services revenues for the same period during the prior
year.
As of Sept. 30, 2014, the Company had $329,078 in total assets,
$9.54 million in total liabilities and a $9.21 million total
stockholders' deficit.
A full-text copy of the Form Q3 10-Q is available for free at:
http://is.gd/PRqYw3
The Company also reported a net loss of $568,965 on $219,516 of
advertising services revenues for the three months ended June 30,
2014, compared to to a net loss of $749,294 on $150,318 of
advertising services for revenues the same period a year ago.
For the six months ended June 30, 2014, the Company reported a net
loss of $2.11 million on $463,518 of advertising services revenues
compared to a net loss of $1.77 million on $556,955 of advertising
services revenues for the same period during the prior year.
A full-text copy of the Q2 Form 10-Q is available for free at:
http://is.gd/zQH7np
* * *
Network CN Inc. was unable to timely file its quarterly report for
the quarter ended Sept. 30, 2014, because of delays in the
completion of its financial statements and related portions of the
Form 10-Q, according to a Form 12b-25 filed with the U.S.
Securities and Exchange Commission.
About Network CN
Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home
advertising in China, primarily serving the needs of branded
corporate customers.
Network CN recorded a net loss of $3.89 million on $891,366 of
advertising revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $1.21 million on $1.83 million of advertising
revenues in 2012.
Union Power Hong Kong CPA, Limited, in Hong Kong SAR, 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 net losses of
$3,883,493, $1,210,629 and $2,102,548 for the years ended
December 31, 2013, 2012 and 2011 respectively. Additionally, the
Company used net cash in operating activities of $680,424,
$582,753 and $388,278 for the years ended December 31, 2013, 2012
and 2011 respectively. As of December 31, 2013 and 2012, the
Company recorded stockholders' deficit of $7,656,871 and
$4,032,289 respectively. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
NICHOLS CREEK: Hires CBRE's Bobby Gatling as Real Estate Agent
--------------------------------------------------------------
Nichols Creek Development, LLC asks for permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Bobby Gatling of CBRE Inc. as real estate agent for the Debtor's
estate.
The professional services that Bobby Gatling of CBRE will render
include, but are not limited to, the following:
(a) give advice to the Debtor-In-Possession regarding listing
the property located at on New Berlin Road;
(b) help prepare any counter-offer or any other document
necessary to help with the sale of the real estate at
issue; and
(c) help aggressively market the property to possible buyers.
For sales, the Debtor will compensate Mr. Gatling 4% of the gross
sales price for a co-brokered transaction and 3% for a direct
transaction. The fee would be paid at closing. For lease, 10% of
gross rents collected for all short term (12 months or less) that
Broker procures and 4% of gross rents for long term leases (over
12 months and one day).
Mr. Gatling, first vice president of CBRE, 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.
CBRE can be reached at:
Mr. Bobby Gatling
CBRE INC.
225 Water St., Suite 110
Jacksonville, FL 32202
Tel: +1 (904) 630-6343
Fax: +1 (904) 791-8953
E-mail: bobby.gatling@cbre.com
About Nichols Creek
Nichols Creek Development, LLC, sought Chapter 11 bankruptcy
for protection (Bankr. M.D. Fla. Case No. 14-04699) on Sept. 26,
2014, in Jacksonville, Florida. R.L. Mitchell signed the petition
as member manager. The Debtor disclosed total assets of $21.7
million and total liabilities of $11.5 million.
The Debtor owns property at 9596 New Berlin Court, Jacksonville,
Florida, which is valued at $21.8 million and pledged as
collateral to secured creditors owed a total of $11.6 million.
There is no secured debt.
The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's
counsel.
NII HOLDINGS: Addresses UST Objection to Bonus Program
------------------------------------------------------
The Bankruptcy Court authorized NII Holdings, Inc., et al., to
file under seal their reply and supplemental declaration in
support of the approval of their cash bonus incentive plan, spot
bonus program and severance plan for non-insider employees and two
individual incentive agreements.
In their response to the objection of the U.S. Trustee to approval
of the cash bonus incentive plan, the Debtors said that they
provided the U.S. Trustee with additional information regarding
each of the bonus and severance plan on a confidential basis. The
Official Committee of Unsecured Creditors has not objected to the
approval of the bonus and severance plans.
NII Holdings also added that they had agreement with two employees
to provide the employees with incentive plan in connection with
the divestiture of NII's operations in Chile and Argentina.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent. The U.S. Trustee for Region 2 on
Sept. 29 appointed five creditors of NII Holdings to serve on the
official committee of unsecured creditors.
NORD RESOURCES: Delays Form 10-Q for June 30 Quarter
----------------------------------------------------
Nord Resources 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 June 30, 2014. The Company said that due to having
insufficient funds for payments to, among others, the independent
registered public accounting firm that reviews the quarterly
consolidated financial statements of Nord Resources Corporation,
the Company is currently unable to complete its Quarterly Report
on Form 10-Q for the period ended June 30, 2014.
About Nord Resources
Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.
On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.
Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011. The Company's balance sheet at Sept. 30, 2013, showed
$49.02 million in total assets, $73.40 million in total
liabilities and a $24.38 million total stockholders' deficit.
Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012. The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively. In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively. The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.
Bankruptcy Warning
"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements. Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation," according to the Company's annual report for the
year ended Dec. 31, 2012.
NORTHEAST WIND: Proposed Sale No Impact on Moody's Ba3 Rating
-------------------------------------------------------------
Moody's Investors Service views the proposed two-step transaction
involving Emera Inc. (not rated), First Wind Holdings (not rated),
SunEdison, Inc. (SunEdison: not rated) and TerraForm Power
Operating, LLC (TerraForm: Ba3 stable) as having no rating impact
on the rating assigned to Northeast Wind Capital II, LLC (NWC:
Ba3, stable). The current expectation is that these transactions
will result in, among other things, the repayment and termination
of NWC's senior secured credit facilities and, as such, the
assigned rating will be withdrawn.
The first-step of the transaction involves the sale by Emera Inc.
(Emera: not rated) of its 49% interest in Northeast Wind Partners
II, LLC (Northeast Wind) to its 51% partner First Wind Holdings,
LLC (First Wind: not rated). Northeast Wind, through its 100%
ownership in NWC, currently owns and operates nine wind projects
located in the Northeast with a combined generating capacity of
419 megawatts. The Emera sale will be immediately followed by a
second-step transaction involving the sale of First Wind and its
subsidiaries to Sun Edison and TerraForm.
The Sun Edison and TerraForm transaction will require various
regulatory approvals and are expected to close in the first
quarter of 2015. If approvals are not obtained or the Sun
Edison/TerraForm transaction does not go forward, Emera's sale of
its 49% interest in Northeast Wind will not be consummated.
OCZ TECHNOLOGY: Judge Delays Deal for Trustee to Probe Claims
-------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge agreed to hold
off allowing a $7.5 million settlement to go forward in a
shareholder class action in California against OCZ Technology
Group Inc.'s former brass for at least 120 days to permit the
estate's liquidation trustee to go ahead with a claims
investigation.
According to the report, U.S. Bankruptcy Judge Peter J. Walsh
granted the request by Peter S. Kravitz, the liquidation trustee
for a trust established by the OCZ estate's Chapter 11 plan, to
continue enforcing the automatic stay over the lawsuit California
federal court, over the objection of the lead plaintiffs in that
case, who argued the stay shouldn't apply because none of the
debtor's assets or property is at issue.
As previously reported by The Troubled Company Reporter, citing
Law360, the lead plaintiffs in a shareholder class action against
OCZ'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.
ORCKIT COMMUNICATIONS: Temporary Liquidator Files 2nd Report
------------------------------------------------------------
Adv. Lior Dagan, the temporary liquidator of Orckit Communications
Ltd. filed his second report with the District Court of Tel Aviv
and requested the Court to approve an additional Operation Period
(November 2014 to February 2015).
Overview of First Operating Period (July to October 2014)
* The cash in the account of the temporary liquidator amounts to
approximately $1.2 million.
* As of Oct. 20, 2014, the amount of [accounts receivable]
exceeded the amount of [accounts payable] by approximately
$2 million, an increase of approximately $500,000 since the
Court's order of temporary liquidation.
* During the First Period, [payments received] amounted to
approximately $1.1 million, including payments from the
Company's manufacturing and support service operations in the
amount of $800,000.
* At the beginning of the First Period, accounts receivable from
customers amounted to approximately $3.1 million. After
collections of approximately $800,000 during the First Period,
and after issuing new invoices to customers for the aggregate
amount of approximately $500,000 for the supply of equipment
or services during the First Period, accounts receivable from
customers currently amount to approximately $2.8 million, with
pipeline of an additional approximately $1 million.
* The Company's operating expenses during the First Period
amounted to approximately $155,000.
* The Company, via the temporary liquidator, succeeded in
restoring customer confidence, which resulted in the
continuation of the collection of receivables and preserving
the Company's operations as a going concern with potential for
a future sale.
* The operations of the Company during the First Period were
funded fully by the payments received during the First Period
and increased the cash balance by approximately $525,000.
* In addition, the account of the temporary liquidation also
funded all the costs and expenses associated with the
preservation of the Company's main assets - patents, rights in
the U.S. lawsuit, the public company platform, the preparation
and filing of quarterly financial statements, etc.
Request for Second Operating Period (November 2014 to February
2015)
* The goal of operating the Company during the Second Period is
similar to that of the First Period:
-- Filling open customer orders, providing service and
support to customers and collecting accounts receivable;
-- Preserving the assets of the Company in order to maximize
their exercise value - patents, public company platform,
U.S. lawsuit; and
-- Negotiating with potential purchasers, and examining the
best course of action to maximize the potential value of
the Company's assets and rights;
* In the estimate of the temporary liquidator, at the end of the
Second Period, the manufacture of existing orders will be
completed, which is expected to result in additional revenues
in the amount of approximately $800,000.
* The cost of the manufacturing plan and the continued support
services are expect to amount to approximately $580,000 and to
be funded by accounts receivable to be paid in consideration
of filling orders and collections in the aggregate amount of
$3.8 million.
* The budgeted cost for preserving the Company's public company
platform, patents and the lawsuit rights amount to
approximately $240,000, and is expected to be funded by the
Company's cash on hand.
* The total cost to operate the Company during the Second
Period, including manufacturing plan and preserving the
economic potential of the other assets of the Company, amounts
to approximately $850,000.
* The total potential amount of collections and manufacturing
amount to $3.8 million, of which $800,000 is from orders the
manufacturing that is expected to be completed by the end of
the Second Period and $3 million is accounts receivable the
collection of which depends upon the continued operation of
the Company.
Other Matters
* The temporary liquidator is holding discussions with:
-- significant customers with respect to collections and
possible follow-on orders;
-- the Company's sole manufacturer with respect to on-going
manufacturing services and contractual disputes;
-- third parties regarding potential transactions to maximize
the value of the Company's assets; and
-- The landlord of the Company's office in Tel Aviv with
respect to the duration and other terms of the lease and
contractual terms.
* The temporary liquidator is continuing to maintain the
Company's portfolio of approximately 80 patents, with the
assistance of the Company's U.S. patent counsel.
* The temporary liquidator is continuing to maintain the public
company platform of the Company by preparing and filing the
Company's financial statements and making filings in
accordance with applicable securities laws.
About Orckit
Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas. The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.
Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has a capital deficiency, recurring losses,
negative cash flows from operating activities and has significant
future commitments to repay its convertible subordinated notes.
These facts raise substantial doubt as to the Company's ability to
continue as a going concern.
Orckit reported a net loss of $5.9 million in 2013, a net loss of
$6.46 million in 2012 and a net loss of $17.38 million in 2011.
As of Dec. 31, 2013, the Company had $7.51 million in total
assets, $21.54 million in total liabilities and a $14.03 million
total capital deficiency.
Orckit Communications Ltd. reported a net loss of $5.91 million on
$8.17 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.50 million on $11.19 million of
revenues in 2012. The Company incurred a net loss of $17.51
million in 2011.
OXYSURE SYSTEMS: Reports $462,000 Net Loss for Third Quarter
------------------------------------------------------------
Oxysure Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $462,349 on $818,456 of net revenues for the three months ended
Sept. 30, 2014, compared to a net loss of $82,613 on $545,820 of
net revenues for the same period last year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.15 million on $1.85 million of net revenues
compared to a net loss of $444,572 on $1.26 million of net
revenues for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $2.09
million in total assets, $1.07 million in total liabilities and
$1.02 million in total stockholders' equity.
The Company had a cash balance of $8,654 as of Sept. 30, 2014, as
compared to $657,673 as of Dec. 31, 2013. The Company's funds are
kept in financial institutions located in the United States of
America.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/AUCJKh
About OxySure Systems
Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions. The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders. The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.
The Company incurred a net loss of $712,452 in 2013 as compared
with a net loss of $1.14 million in 2012.
Sadler, Gibb & Associates, LLC, in Salt Lake, UT, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company had accumulated losses of $15,287,647 as of
Dec. 31, 2013, which raises substantial doubt about its ability to
continue as a going concern.
PACIFIC GOLD: Needs More Time to File Q3 Form 10-Q
--------------------------------------------------
Pacific Gold Corp. 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 the compilation, verification
and review by management of the information and disclosure
required to be presented in the Form 10-Q for that period requires
additional time which renders the timely filing of the Form 10-Q
impracticable without undue hardship and expense to the Company.
About Pacific Gold
Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization. Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.
Pacific Gold reported a net loss of $463,422 in 2013 following a
net loss of $16.62 million in 2012.
Silberstein Ungar, PLLC, 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 losses from operations, has negative working capital, and
is in need of additional capital to grow its operations so that it
can become profitable. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
PLANDAI BIOTECHNOLOGY: Reports $611,000 Net Loss for Q3
-------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $610,956 on $26,387 of revenues for the three months
ended Sept. 30, 2014, compared to a net loss of $753,274 on
$226,953 of revenues for the same period in 2013.
As of Sept. 30, 2014, the Company had $10.94 million in total
assets, $14.63 million in total liabilities and a $3.69 million
eqiuty allocated to the Company.
"There is substantial doubt about our ability to continue as a
going concern due to recurring losses and working capital
shortages, which means that we may not be able to continue
operations unless we obtain additional funding," the Company said
in the Report.
"We have historically lost money. The loss for the fiscal year
ended June 30, 2014 was $15,533,819 and future losses are likely
to occur. Accordingly, we may experience significant liquidity
and cash flow problems if we are not able to raise additional
capital as needed and on acceptable terms. No assurances can be
given we will be successful in reaching or maintaining profitable
operations."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/CU5BqT
About Plandai
Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry. Its principle holdings consist of land, farms
and infrastructure in South Africa.
Plandai Biotechnology reported a net loss of $15.53 million on
$265,748 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,143 of revenues for the year
ended June 30, 2013.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.
"The Company has incurred a deficit of approximately $26 million
and has used approximately $44 million of cash due to its
operating activities in the two years ended June 30, 2014. The
Company may not have adequate readily available resources to fund
operations through June 30, 2015. This raises substantial doubt
about the Company's ability to continue as a going concern," the
auditors noted.
PLASTIC2OIL INC: Sells $1 Million Promissory Note to CEO
--------------------------------------------------------
Plastic2Oil, Inc., on Nov. 19, 2014, entered into a subscription
agreement with Heddle Marine Service Inc., a company owned by Mr.
Richard Heddle, the Company's chief executive officer and a member
of the Company board of directors, pursuant to which, on Nov. 19,
2014, the Company sold to the Purchaser in a private placement a
$1 million principal amount 12% Secured Promissory Note due
Nov. 19, 2019, together with a five-year warrant to purchase up to
one million shares of the Company's common stock at an exercise
price of $0.12 per share.
The gross proceeds to the Company were $1 million, of which
approximately $465,000 was used to repay the outstanding balance
of short-term loans made by Mr. Heddle to the Company, as reported
in the Company's most recent Quarterly Report on Form 10-Q.
In connection with the Note Financing, the Company and the
Purchaser entered into certain agreements. Those agreements, with
certain exceptions, are substantially identical to the transaction
documents executed and delivered in the Company's sale of like
tenor 12% secured promissory notes to Mr. Heddle, personally, in
the third quarter of 2013, as reported in the Company's Current
Report on Form 8-K dated Aug. 29, 2013.
Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel
company that transforms unsorted, unwashed waste plastic into
ultra-clean, ultra-low sulphur fuel without the need for
refinement. The Company's Plastic2Oil (P2O) is a process designed
to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling
challenges. It is also focused on the creation of green
employment opportunities and a reduction in the cost of plastic
recycling programs for municipalities and business. The Company's
fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum
distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6
Fuel is heavy fuel used in industrial boilers and ships. No. 2
Fuel is a mid-range fuel known as furnace oil or diesel. Naphtha
is a light fuel that is used as a cut feedstock for ethanol or as
white gasoline in high and regular grade road certified fuels.
The Company's balance sheet at June 30, 2014, showed $8.47 million
in total assets, $6.31 million in total liabilities, and
stockholders' equity of $2.16 million.
JBI, Inc., reported a net loss of $13.23 million in 2013 following
a net loss of $13.32 million in 2012.
MNP LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that the
Company has experienced negative cash flows from operations since
inception and has accumulated a significant deficit which raises
substantial doubt about its ability to continue as a going
concern.
POSITIVEID CORP: Delays Q3 Form 10-Q for Review
-----------------------------------------------
PositiveID Corporation was unable, without unreasonable effort or
expense, to file its quarterly report on Form 10-Q for the quarter
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 the completion of its independent auditor's review of
the financial statements included in the Quarterly Report. The
Company anticipates that it will file the Quarterly Report no
later than Nov. 19, 2014.
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.
As of June 30, 2014, the Company had $1.19 million in total
assets, $6.98 million in total liabilities, all current, $1.21
million in mandatorily redeemable preferred stock and a $6.99
million total stockholders' deficit.
EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has a working capital deficiency and an accumulated
deficit. Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014. These conditions raise substantial doubt about its
ability to continue as a going concern.
POSITRON CORP: Incurs $1.4 Million Net Loss in Third Quarter
------------------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $1.43 million on $396,000 of sales for
the three months ended Sept. 30, 2014, compared to a net loss and
comprehensive loss of $1.39 million on $351,000 of sales for the
three months ended Sept. 30, 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss and comprehensive loss of $2.49 million on $1.20 million
of sales compared to a net loss and comprehensive loss of $3.67
million on $1.15 million of sales for the same period during the
prior year.
As of Sept. 30, 2014, the Company had $2.62 million in total
assets, $3.04 million in total liabilities and a $420,000 total
stockholders' deficit.
The Company had cash and cash equivalents of $787,000 at Sept. 30,
2014. At the same date, the Company had accounts payable and
accrued liabilities of $917,000 at Sept. 30, 2013, and a negative
working capital of $1,606,000. Working capital requirements for
the upcoming year will reach beyond our current cash balances.
The Company plans to continue to raise funds as required through
equity and debt financing to sustain business operations. These
factors raise substantial doubt about the Company'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/GVsj6K
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.
EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has a working capital deficiency and an accumulated
deficit. Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014. These conditions raise substantial doubt about its
ability to continue as a going concern.
PRA HEALTH: Moody's Affirms B2 CFR & Changes Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) of PRA Health
Sciences, Inc. ("PRA") following the company's initial public
offering. Moody's also affirmed the B1 on the senior secured
credit facility and Caa1 on the remaining portion of the unsecured
notes. In addition, Moody's changed the outlook to stable from
negative. Moody's also assigned a Speculative Grade Liquidity
Rating of SGL-2, signifying good liquidity.
The stabilization of the outlook reflects PRA's improved leverage
profile following the company's use of IPO proceeds to repay a
portion of its debt. Moody's estimates the repayment of debt
reduces pro forma 9/30/2014 adjusted debt/EBITDA to 6.1x from the
current 7.7x. The debt repayment will lower PRA's annual interest
expense by about $20 million, resulting in improved interest
coverage and cash flow.
Ratings affirmed:
PRA Health Sciences, Inc.
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
$125 million senior secured revolving credit facility, B1
(LGD 3)
$729 million senior secured term loan, B1 (LGD 3)
$225 million senior unsecured notes, Caa1 (LGD 5)
Ratings assigned:
Speculative Grade Liquidity Rating of SGL-2
The outlook was changed to stable from negative.
Ratings Rationale
The B2 rating is constrained by PRA's high (though improved)
leverage as well as by risks inherent in the CRO industry,
including pricing pressure and project cancellations. The rating
is supported by PRA's strong track record of execution of its
growth strategy and Moody's expectation that industry-wide
tailwinds will support further growth and deleveraging. The rating
is also supported by Moody's expectation for healthy interest
coverage and positive free cash generation, which is further
augmented by the recent debt repayment. The company's good
liquidity also supports the B2 rating.
Moody's could upgrade the ratings if PRA grows organically and
repays debt, such that adjusted debt to EBITDA is expected to be
sustained below 4.5 times and free cash flow to debt is expected
to be sustained above 10%.
The ratings could be downgraded if Moody's expects any material
deterioration in liquidity or very weak net new business wins such
that adjusted debt to EBITDA is expected to be sustained above 6.5
times.
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.
PRA Health Sciences, Inc. is a contract research organization
("CRO") that assists pharmaceutical and biotechnology companies in
developing and gaining regulatory approvals for drug compounds.
PRA generated net service revenues of approximately $1.2 billion
for the twelve months ended September 30, 2014. PRA is publicly
traded but continues to be majority owned by Kohlberg Kravis
Roberts & Co. (KKR).
PRESIDENTIAL REALTY: Reports $730,000 Net Loss for Third Quarter
----------------------------------------------------------------
Presidential Realty Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $730,326 on $213,429 of
total revenues for the three months ended Sept. 30, 2014, compared
to net income attributable to the Company of $2.42 million on
$209,690 of total revenues for the same period last year.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Company of $924,832 on $653,816 of
total revenues compared to net income attributable to the Company
of $1.49 million on $639,597 of total revenues for the same period
in 2013.
As of Sept. 30, 2014, the Company had $1.19 million in total
assets, $1.88 million in total liabilities and a $690,172 total
deficit.
At Sept. 30, 2014, the Company had $454,331 in available cash, a
decrease of $22,746 from $477,077 available at Dec. 31, 2013.
This decrease in cash and cash equivalents was due to cash used in
operating activities of $1,936 and $2,451 used in investing
activities and $18,359 of principal payments made on the Mapletree
Industrial Center mortgage.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/oHzdj4
About Presidential Realty
Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate. On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.
Presidential Realty reported net income of $2.47 million on
$846,878 of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $2.33 million on $779,547 of total
revenues in 2012.
Baker Tilly Virchow Krause, LLP, in Melville, 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 suffered recurring losses from
operations and has a working capital deficiency. These factors
raise substantial doubt about its ability to continue as a going
concern.
PRESSURE BIOSCIENCES: Reports $1 Million Net Loss for 3rd Quarter
-----------------------------------------------------------------
Pressure Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss applicable to common shareholders of $1 million on
$372,545 of total revenue for the three months ended Sept. 30,
2014, compared to a net loss applicable to common shareholders of
$716,152 on $420,762 of total revenue for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss applicable to common shareholders of $4.80 million on
$1.08 million of total revenue compared to a net loss applicable
to common shareholders of $3.28 million on $1.14 million of total
revenue for the same period last year.
As of Sept. 30, 2014, the Company had $1.45 million in total
assets, $3.55 million in total liabilities and a $2.07 million
total stockholders' deficit.
"We have experienced negative cash flows from operations with
respect to our pressure cycling technology business since our
inception. As of September 30, 2014, we did not have adequate
working capital resources to satisfy our current liabilities and
as a result, there is substantial doubt regarding our ability to
continue as a going concern. The condensed consolidated financial
statements do not include any adjustments related to the recovery
of assets or classifications of liabilities that might be
necessary should we be unable to continue as a going concern.
Based on our current projections, including equity and debt
financing completed subsequent to September 30, 2014, we believe
we will have the cash resources that will enable us to continue to
fund normal operations," the Company stated in the Form 10-Q.
A full-text copy of the Quarterly Report is available at:
http://is.gd/fCg5fL
About Pressure Biosciences
Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.
Pressure Biosciences reported a net loss applicable to common
shareholders of $5.24 million on $1.50 million of total revenue
for the year ended Dec. 31, 2013, as compared with a net loss
applicable to common stockholders of $4.40 million on $1.23
million of total revenue in 2012.
Marcum 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 has had recurring net losses and continues to
experience negative cash flows from operations. The auditors said
these conditions raise substantial doubt about its ability to
continue as a going concern.
PSL-NORTH AMERICA: Hearing Today on Exclusivity Extensions
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 24, 2014 at
9:30 a.m., to consider PSL - North America LLC, et al.'s motion
for exclusivity extension. Objections, if any, were due Oct. 27.
The Debtors are requesting that the Court extend their exclusive
periods to file a chapter 11 plan until Jan. 12, 2015, and solicit
acceptances of that plan until March 16.
The Debtors said that they commenced a significant prepetition
marketing process to locate (i) financing for their chapter 11
cases and (ii) a stalking horse purchaser. Ultimately, ICICI Bank
Limited, New York Branch agreed to provide postpetition financing
to the Debtors and Jindal Tubular USA LLC agreed to act as the
stalking horse purchaser, paving the way for the Debtors' chapter
11 cases that commenced on June 16, 2014.
The Debtors added that they are now well-situated to evaluate
their financial standing in an effort to determine the most
appropriate resolution of their chapter 11 cases. Indeed, the
Debtors anticipate filing a chapter 11 plan of liquidation in the
near future. However, they require additional time to complete
the analysis.
About PSL-North America
Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes. The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years. The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.
On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code. The
Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors seek to have their cases jointly administered
for procedural purposes.
PSL-North America LL disclosed $93,343,085 in assets and
$204,025,409 in liabilities as of the Chapter 11 filing. As of
the Petition Date, the company had total outstanding debt
obligations of $130 million, according to a court filing.
Proposed counsel for the Debtor are John H. Knight, Esq., Paul N.
Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and
William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A.
of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as
claims agent.
PSL-NORTH AMERICA: Wants Agoura Hills' Claim Valued at $3.8MM
-------------------------------------------------------------
PVA Apartments, LLC, et al., ask the Bankruptcy Court to:
(i) value the interest of Agoura Hills Financial (second
mortgage) in the Debtor's real estate property located at 2354
Bonifacio Street, Concord, California at $3,800,000; and
(ii) determine that the second mortgage held by Agoura Hills
cannot be allowed as a secured claim, because the first mortgage
lien held by Concord Funding Group, LLC exceeds the fair market
value of the real property.
The Debtor also request that (a) upon entry of discharge in
Debtor's Chapter 11 case, the second mortgage lien held by Agoura
Hills will be voided for all purposes and upon application the
Court will enter an appropriate form of judgment voiding the lien;
and (b) if the Debtor's case is dismissed or converted to one
under another chapter before Debtor obtains a discharge, the order
would cease to be effective and the second mortgage lien will be
retained to the extent recognized by applicable non-bankruptcy
law, and upon application by the second mortgage lien holder, the
court will enter an appropriate form of order restoring the lien.
Thus, Agoura Hills' second lien is only allowable as an unsecured
claim for the 2354 Bonifacio property.
About PSL-North America
Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes. The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years. The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.
On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code. The
Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors seek to have their cases jointly administered
for procedural purposes.
PSL-North America LL disclosed $93,343,085 in assets and
$204,025,409 in liabilities as of the Chapter 11 filing. As of
the Petition Date, the company had total outstanding debt
obligations of $130 million, according to a court filing.
Proposed counsel for the Debtor are John H. Knight, Esq., Paul N.
Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and
William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A.
of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as
claims agent.
PVA APARTMENTS: Concord Wants Receiver Excused from Compliance
--------------------------------------------------------------
Secured lender Concord Funding Group, LLC, asks the Bankruptcy
Court to excuse Stephen J. Donell, the receiver appointed for the
apartment projects of PVA Apartments, LLC, from complying with
Sections 543(a) and (b) of the Bankruptcy Code.
The apartment projects are located at:
1. 1090 Mi Casa Court, Concord, California; and
2. 2354 Bonifacio Street, Concord, California.
Concord Funding said the Debtor and a related entity, BEA East
Apartments had a history of gross mismanagement of the properties.
In this relation, Concord Funding asks that the receiver be
excused from turning over the properties and the rents from the
properties; and be allowed to remain in possession and control of
the properties to continue to use rents to maintain and operate
them, including continued efforts to eradicate the bedbugs and
roach infestations.
According to Concord Funding, the continuation of the receiver in
possession of the Mi Casa Property and the Bonifacio Property is
in best interests of the creditors of PVA Apartments.
The Court will consider the motion at a hearing on Nov. 19, 2014,
at 2:00 p.m.
Concord Funding is represented by:
Susan S. Davis, Esq.
COX, CASTLE 7 NICHOLSON LLP
2049 Century Park East, 28th Floor
Los Angeles, CA 90067-3284
Tel: (310) 284-2200
Fax: (310) 284-2100
E-mail: sdavis@coxcastle.com
About PVA Apartments
Oakland, California-based PVA Apartments, LLC filed Chapter 11
protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18, 2014.
Bankruptcy Judge Hon. Roger L. Efremsky presides over the case.
Sydney Jay Hall, Esq., at the Law Offices Of Sydney Jay Hall
represents the Debtor. The Debtor estimated its assets at $10
million to $50 million and its debts at $1 million to $10 million.
The petition was signed by Eric Terrell, shareholder. The Debtor
did not file a list of its largest unsecured creditors when it
filed the petition.
Q HOLDING: Moody's Assigns B3 CFR & B3 Rating to 1st Lien Debt
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
("CFR") and Caa1-PD Probability of Default Rating ("PDR") to Q
Holding Company Inc. Concurrently, Moody's assigned a B3 rating to
the company's senior secured first lien revolving credit facility
and senior secured first lien term loan facility. Q Holding
Company Inc. will be the borrower under the credit facilities. The
ratings outlook is stable.
Private equity funds affiliated with 3i Group plc ("3i") are
expected to acquire Q Holding Company from its current owners
Industrial Growth Partners. The purchase will be financed with a
5-year senior secured first lien revolving credit facility and a
7-year term loan B in addition to an equity contribution from 3i.
The transaction is expected to close by mid-December 2014.
Ratings assigned to Q Holding Company Inc:
Corporate Family Rating, B3;
Probability of Default Rating, Caa1-PD;
Senior secured revolver, B3 (LGD-3);
Senior secured first lien term loan B, B3 (LGD-3).
The ratings outlook is stable.
The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.
RATINGS RATIONALE
The B3 CFR reflects the company's small size, elevated customer
concentration, exposure to cyclical client demand, and short track
record with the existing management team at Q but also considers
its good leverage profile and strong position in niche markets as
supportive of the rating. Moody's believes the company's pro forma
LTM September 30, 2014 debt/EBITDA of below 5x is good for the
rating category (all figures inclusive of Moody's standard
adjustments) and EBITA/interest coverage of about 3x is strong
relative to other peers. However, the high initial debt balance
relative to Q's small revenue base increases the risk that the
company may be more challenged to service its debt during an
economic downturn. Anticipated EBITDA growth is expected to
benefit from the mission-critical, low-cost and high margin nature
of the company's product offerings in its automotive end market,
as well as the industrial, aerospace, and medical end markets
served. As more electrical components are used in automobiles,
they require electrical connector seals and insulators to protect
them from harmful elements. Additionally, Q's automotive
aftermarket exposure provides a source of stability to the
company's revenues throughout different economic cycles. Moody's
considers the company to have meaningful customer concentration.
The senior secured term loan and revolving credit facility are
rated B3, equal to the CFR as a result of its all bank debt
structure, which in conjunction with the presence of financial
maintenance covenants drives an above average family recovery rate
assumption and a Caa1-PD rating that is one notch below the CFR.
The facilities are expected to be secured by all assets of the
company and are expected to be guaranteed by the company's
existing and future direct and indirect wholly-owned domestic
subsidiaries.
Moody's views Q's liquidity profile as adequate characterized by
initial low cash balances, anticipated single-digit free cash flow
generation, and adequate revolver availability over the next
twelve to eighteen months. Higher maintenance capex spend is
expected in 2015 due to a capital improvement project to one of
Q's older facilities but should decline thereafter and improve
free cash flow. The $25 million revolving credit facility expiring
in 2019 will have an initial draw of $5 million at transaction
close that Moody's expects to be repaid over the next year to
eighteen months from free cash flow generation. Moody's expects Q
will have good headroom over the next 12-15 months under the
proposed maximum first lien net leverage ratio test in the senior
secured credit agreement.
The stable outlook is supported by Q's adequate liquidity profile
and expectations that strength in the end-markets the company
serves should continue to be supportive of its B3 credit profile
over the intermediate term.
The ratings, or outlook, could be pressured downward if Q's
operating performance weakened due to the loss of a key customers
or contracts, if liquidity position were to deteriorate, or if the
company pursues meaningful debt-financed acquisitions or
dividends. Specifically, if debt / EBITDA were to be sustained
over 6.25x there could be downward ratings pressure.
Positive ratings traction could develop if the company
meaningfully increases its scale while improving its EBITA margins
and if leverage were to approach 4x.
The principal methodology used in this rating was Global
Manufacturing Companies published in July 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.
Q Holding Company, headquartered in Twinsburg, Ohio, is a global
manufacturer of precision-molded rubber and silicone components.
The company serves the automotive, medical, and other industrial
end-markets.
QUEST SOLUTION: Agrees to Buy BCS for $11 Million
-------------------------------------------------
Quest Solution, Inc., entered into a stock purchase agreement with
Bar Code Specialties, Inc., and David Marin, the sole stockholder
of BCS, pursuant to which the Company has agreed to purchase all
outstanding shares of common stock of BCS held by the BCS
Stockholder for an aggregate purchase price of $11 million.
The closing of the transaction is subject to customary closing
conditions and is anticipated to occur this month. The Company
anticipates this transaction will create one of the largest
nationwide selling groups for Honeywell and Zebra-Motorola mobile
computing devices.
Pursuant to the agreement, BCS's sole shareholder will receive a
subordinated promissory note, which may be converted into Quest
Solution common stock at $2 per share. David Marin, the sole
shareholder and founder of BCS, will remain with the Company. No
shares are being issued in conjunction with this transaction, but
the Company will issue stock options to purchase up to 2,500,000
shares of the Company's common stock, which options will vest upon
reaching certain milestones based on the duration of his continued
service with the Company and revenue achievements.
BCS is a leading nationwide turnkey solution provider selling to
supply chain companies with Garden Grove, CA headquarters. BCS
was founded in 1992 and has grown to unaudited sales of $26.3
million for 2013, which was up from 2012 unaudited sales of $21.6
million. Quest Solution, Inc's audit firm was engaged to complete
the required financial statement audits which are expected be
filed with the Securities and Exchange Commission within the
required time frame to include the 2013 and 2012 full year
financials and the financials for the period ending Sept. 30,
2014.
"I am excited about the next phase of our Company's growth and
teaming up with visionaries like Quest Solution's Kurt Thomet and
George Zicman, whom I have known and respected for many years,"
said David Marin, founder of BCS. "The collective service
offering we can now provide in the marketplace is truly
unprecedented and unparalleled."
This transaction is expected to propel Quest Solution, Inc., to
become one of the largest integrators in the industry.
"Joining forces as leading partners in this industry is important
for our customers, our vendors, our employees and our stockholders
who should all benefit from a bigger, more capable, and successful
company," stated Kurt Thomet, President of the Company's
subsidiary, Quest Solution, Inc.
"As we have long stated, our team plans to continue to focus on
our three tier approach for growth in the Company," stated Jason
Griffith, CEO of Quest Solution. "One, organic growth; two,
acquisitions of companies in our space which allow us to use
synergies to provide tremendous shareholder value while allowing
us to help our customers achieve more; and three, the growth of
technologies presented to us that we feel through our existing
connections and resources we can help to expand rapidly."
"This acquisition should add revenue to the top line, income to
the bottom line, and all without any immediate issuance of shares
of stock," added Griffith.
About Quest Solution
Quest Solution (formerly known as Amerigo Energy, Inc.) is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Amerigo Energy reported a net loss of $1.12 million in 2013
following a net loss of $191,364 in 2012.
L.L. Bradford & Company, LLC, Las Vegas, NV, 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 an accumulated deficit that raises substantial doubt about its
ability to continue as a going concern.
REALOGY CORP: To Sell $300 Million Senior Notes Due 2021
--------------------------------------------------------
Realogy Holdings Corp. announced that its indirect, wholly-owned
subsidiary, Realogy Group LLC, together with a co-issuer, priced
$300 million aggregate principal amount of 5.250% senior notes due
2021 in connection with their previously announced private
offering exempt from the registration requirements of the
Securities Act of 1933, as amended. The closing of the offering
is expected to occur on Nov. 21, 2014, subject to customary
closing conditions.
The Notes will be guaranteed on an unsecured senior basis by each
of Realogy Group's domestic subsidiaries (other than the co-issuer
of the Notes) that is a guarantor under its senior secured credit
facility and its outstanding securities. The Notes will also be
guaranteed by the Company on an unsecured senior subordinated
basis. The Notes will be effectively subordinated to all of
Realogy Group's existing and future senior secured debt, including
its senior secured credit facility and its outstanding senior
secured notes, to the extent of the value of the assets securing
such debt.
The Company intends to use the net proceeds from the offering of
the Notes of approximately $296 million, together with cash on
hand, to redeem all of the Company's approximately $332 million
principal amount of outstanding 7.875% senior secured notes due
2019, and to pay the premiums, fees and expenses.
About Realogy Corp.
Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services. Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group. Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.
Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor. Realogy fully supports the principles of the
Fair Housing Act.
Realogy Holdings Corp. and Realogy Group LLC reported net income
of $443 million in 2013, a net loss of $540 million in 2012 and
a net loss of $439 million in 2011.
* * *
In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to B2
from B3. The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.
As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.
"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.
RED PEPPER: Files for Bankruptcy; Meeting of Creditors Dec. 4
-------------------------------------------------------------
Red Pepper Inc., c.o.b. at 11-1177 Central Parkway West in City of
Mississauga, Province of Ontario, sought bankruptcy protection on
Nov. 14, 2014, and the first meeting of creditors will be held on
Dec. 4, 2014, at 11:30 a.m., at:
msi Spergel Inc.
Trustee of Bankruptcy
505 Consumer Road, Suite 201
Toronto, Ontario M2J 4V8
Tel: (416) 497-1660
Fax: (416) 494-7199
REDPRAIRIE CORP: Bank Debt Trades at 7% Off
-------------------------------------------
Participations in a syndicated loan under which RedPrairie Corp is
a borrower traded in the secondary market at 93.21 cents-on-the-
dollar during the week ended Friday, November 21, 2014 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents a decrease of 3.49
percentage points from the previous week, The Journal relates.
RedPrairie Corp pays 500 basis points above LIBOR to borrow under
the facility. The bank loan matures on Dec. 21, 2018, and carries
Moody's B2 rating and Standard & Poor's B rating. The loan is one
of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
REICHHOLD HOLDINGS: Meeting of Creditors Set for Dec. 17
--------------------------------------------------------
The U.S. Trustee overseeing the Chapter 11 case of Reichhold
Holdings US, Inc. will continue the meeting of creditors on
Dec. 17, at 2:00 p.m., according to a filing with the U.S.
Bankruptcy Court for the District of Delaware.
The meeting will be held at J. Caleb Boggs Federal Building, 844
King St., Room 2112, in Wilmington, Delaware.
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 Reichhold
Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, USA, is one of the
world's largest manufacturer of unsaturated polyester resins and a
leading supplier of coating resins for the industrial,
transportation, building and construction, marine, consumer and
graphic arts markets. Reichhold -- http://www.Reichhold.com/--
has manufacturing operations throughout North America, Latin
America, the Middle East, Europe and Asia.
As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million. In 2013,
the companies generated $1.08 billion in net revenue, and as of
the year-to-date August 2014, $750 million in net revenues.
Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.
The Reichhold Companies are pursuing a sale transaction that has
two elements:
(i) a consensual foreclosure by the holders of senior secured
notes on their security interests in the common and preferred
stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the
ultimate holding company of all of the non-debtor affiliates that
operate outside the U.S., and
(ii) a purchase of certain assets of the Debtors by Reichhold
Holdings International B.V. through a credit bid pursuant to
Section 363 of the Bankruptcy Code.
Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.
Logan & Company is the company's claims and noticing agent.
The cases are assigned to Judge Mary F. Walrath.
The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.
An Ad Hoc Committee of Asbestos Claimants also appears in the
case. The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors. The Committee is represented by
Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin &
Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A.
Liesemer, Esq.
REICHHOLD HOLDINGS: CDG Reacts to Committee's Fee Objection
-----------------------------------------------------------
CDG Group LLC, the financial advisor and investment banker of
Reichhold Holdings US Inc. and its debtor-affiliates, argued that
the firm's fee structure is reasonable and is in the best interest
of the Debtors and firmly within the range of compensation to
other professional service firms providing financial advisory and
investment banking services in recent cases approved in the
district.
CDG said it will not be duplicating the efforts of other
professionals and the restructuring fee and the sale transaction
fee are not duplicative for the reasons.
As reported in the Troubled Company Reporter on Nov. 6, 2014, the
Official Committee of Unsecured Creditors objected to the Debtors'
request to employ CDG to serve as the financial advisor and
investment banker to the Debtors.
The Committee specifically objects to the multi-level fee
structure that the firm would be entitled to receive in the event
that nothing more than the current proposed transaction is
consummated. Under the terms of its proposed engagement
agreement, the firm is entitled to three fees:
i) a sale transaction fee calculated as 1.75% of the first
$100 million of aggregate Consideration and 2.25% of the
aggregate consideration in excess of $100 million paid in
connection with the sale;
ii) a restructuring fee of $750,000; and
iii) a monthly fee of $175,000 per month.
According to the Committee, the application states that the firm
will credit 100% of the initial monthly fee received toward the
restructuring fee. Importantly, the firm is only crediting a
single monthly fee against the restructuring fee, the Committee
added.
The Committee pointed out the restructuring fee proposal is
duplicative of the sale transaction fee and not necessary or
reasonable given the facts and circumstances of these cases as
currently before the Court and the parties. The current
restructuring fee proposal is particularly problematic in these
cases because the proposed DIP and the sale and stalking horse
bid contemplated in the DIP are intricately intertwined, and the
Committee believes that approval of the DIP will likely render the
proposed sale to the junior DIP lender a fait accompli, the
Committee noted.
According to the Committee, the restructuring fee is, in effect, a
bonus on top of the sale transaction fee and the monthly fee that
the firm would otherwise be entitled to receive.
CDG retained as counsel:
William E. Chipman, Jr., Esq.
Mark D. Olivere, Esq.
CHIPMAN BROWN CICERO & COLE, LLP
1007 North Orange Street, Suite 1110
Wilmington, DE 19801
Tel: (302) 295-0191
Fax: (302) 295-0199
Email: chipman@chipmanbrown.com
olivere01chipmanbrovvn.com
About Reichhold
Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, USA, is one of the
world's largest manufacturer of unsaturated polyester resins and a
leading supplier of coating resins for the industrial,
transportation, building and construction, marine, consumer and
graphic arts markets. Reichhold -- http://www.Reichhold.com/--
has manufacturing operations throughout North America, Latin
America, the Middle East, Europe and Asia.
As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million. In 2013,
the companies generated $1.08 billion in net revenue, and as of
the year-to-date August 2014, $750 million in net revenues.
Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.
The Reichhold Companies are pursuing a sale transaction that has
two elements:
(i) a consensual foreclosure by the holders of senior secured
notes on their security interests in the common and
preferred stock in Reichhold Holdings Luxembourg, S.a.r.l.
("RHL"), the ultimate holding company of all of the non-
debtor affiliates that operate outside the U.S., and
(ii) a purchase of certain assets of the Debtors by Reichhold
Holdings International B.V. through a credit bid pursuant
to Section 363 of the Bankruptcy Code.
Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.
Logan & Company is the company's claims and noticing agent.
The cases are assigned to Judge Mary F. Walrath.
The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.
An Ad Hoc Committee of Asbestos Claimants also appears in the
case. The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors. The Committee is represented by
Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin &
Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A.
Liesemer, Esq.
RND ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RnD Engineering, LLC
fdba Richalin Dique, LLC
12433 Globe Street
Livonia, MI 48150
Case No.: 14-58049
Chapter 11 Petition Date: November 20, 2014
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Phillip J Shefferly
Debtor's Counsel: Ernest Hassan, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: ehassan@sbplclaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richalin Digue, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-58049.pdf
ROMAN INVESTMENT: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Michael Thompson at Richmond BizSense reports that Roman
Investment LLC filed for Chapter 11 bankruptcy protection on
Monday to stave off a foreclosure scheduled for Tuesday.
BizSense relates that the Company defaulted on a loan issued to it
by Fulton Bank in 2005 for an original amount of $626,250.
Kevin Lake, Esq., at McDonald, Sutton & DuVal, serves as the
Company's bankruptcy counsel.
Roman Investment LLC owns a Stafford property at 33 Wicomico Drive
that houses Buffalo Mo's Tap & Grill. It is managed by Pie
restaurant owner Mo Roman.
ROUSE PROPERTIES: Has $26.4-Mil. Net Loss for Q3
-------------------------------------------------
Rouse Properties, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $26.37 million on $74.8 million of total revenues
for the three months ended Sept. 30, 2014, compared with a net
loss of $4.68 million on $60.31 million of total revenues for the
same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $2.27
billion in total assets, $1.71 billion in total liabilities and
total stockholders' equity of $555.15 million.
A copy of the Form 10-Q is available at:
http://is.gd/ooikB2
Rouse Properties, Inc. owns and manages regional malls in the
United States. Its portfolio consists of 30 regional malls in 19
states totaling approximately 21 million square feet of retail and
ancillary space. The company is based in New York, New York.
Rouse Properties, Inc. (NYSE:RSE) operates independently of
General Growth Properties Inc. as of January 12, 2012.
RUBICON PROJECT: Incurs $4.62-Mil. Net Loss for Q3
--------------------------------------------------
The Rubicon Project, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $4.62 million on $32.16 million of revenue for the
three months ended Sept. 30, 2014, compared with a net loss of
$4.94 million on $20.06 million of revenue for the same period in
the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $239 million
in total assets, $132 million in total liabilities and total
stockholders' equity of $106.82 million.
A copy of the Form 10-Q is available at:
http://is.gd/DzJSpa
Los Angeles-based The Rubicon Project, Inc. provides advertising
automation solution, a critical functionality to buyers and
sellers of digital advertising. The Company's advertising
platform consists of applications that enable sellers, including
website providers to sell their advertising inventory to buyers,
like ad networks and advertising agencies.
SALON MEDIA: Incurs $1.2 Million Net Loss in Third Quarter
----------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.19 million on $1.02 million of net revenue for
the three months ended Sept. 30, 2014, compared to a net loss of
$481,000 on $1.56 million of net revenue for the same period in
2013.
For the six months ended Sept. 30, 2014, the Company reported a
net loss of $2.08 million on $2.26 million of net revenue compared
to a net loss of $1.16 million on $2.76 million of net revenue for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $1.71
million in total assets, $6.67 million in total liabilities and a
$4.96 million total stockholders' deficit.
"Our ever-increasing audience speaks to our commitment to high
quality content, which we continue to perfect and refresh through
unique, immersive formats that are mobile and social by nature,"
said Cynthia Jeffers, CEO of Salon Media Group. "This expanded
user base strongly positions us to continue to build our
business."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/boWkSu
About Salon Media
San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.
Salon Media incurred a net loss of $2.18 million on $6 million of
net revenues for the year ended March 31, 2014, as compared with a
net loss of $3.93 million on $3.64 million of net revenues for the
year ended March 31, 2013.
Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014. The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
of $118.7 million as of March 31, 2014. The auditors said these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
SCICOM DATA: Files Supplemental Schedule F
------------------------------------------
SCICOM Data Services Ltd. filed with the U.S. Bankruptcy Court for
the District of Minnesota a supplemental schedule F - creditors
holdings unsecured nonpriority claims. A full-text copy of the
schedule is available for free at http://is.gd/HFZpGC
About SCICOM
Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time. SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.
SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.
Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.
Judge Michael E. Ridgway presides over the case. The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.
The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing. The petition was signed
by Timothy L. Johnson, senior vice president and CFO.
Daniel M. McDermott, the U.S. Trustee for Region 12, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Scicom Data Services, Ltd.
SEADRILL LTD: Bank Debt Trades at 8% Off
----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 91.83 cents-on-the-
dollar during the week ended Friday, November 21, 2013 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents a decrease of 0.67
percentage points from the previous week, The Journal relates.
Seadrill Ltd LLC pays 300 basis points above LIBOR to borrow under
the facility. The bank loan matures on Feb. 17, 2021, and carries
Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is
one of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
SEARS HOLDINGS: Fitch Rates $625-Mil. Unsecured Notes 'C/RR6'
-------------------------------------------------------------
Fitch Ratings has assigned a 'C/RR6' rating to Sears Holdings
Corporation's (Holdings) 8% $625 million unsecured notes due 2019.
Fitch has also affirmed the long-term Issuer Default Ratings (IDR)
on Holdings and its various subsidiary entities (collectively,
Sears) at 'CC'.
Key Rating Drivers
EBITDA Materially Negative: The magnitude of Sears' decline in
profitability and lack of visibility to turn operations around
remains a significant concern. Fitch expects domestic EBITDA to be
negative $850 million to negative $1 billion in 2014 and
potentially worse in 2015, after turning negative $340 million in
2013. Domestic LTM EBITDA through Nov. 1, 2014 is expected to come
in at approximately negative $765 million to negative $815 million
based on Sear's update provided in early November.
Fitch expects top-line contraction of around 9%-10% in 2014 due to
estimated domestic comparable store sales of negative 1%, loss of
Lands' End business (4.3% of 2013 consolidated sales), and ongoing
store closings. Gross margins are expected to contract another 200
bps to 22%, on top of the 220 bps contraction in 2013.
Significant Cash Burn: Sears would need to generate a minimum
EBITDA of $1 billion annually between 2014 through 2016 to service
cash interest expense, capex, and pension plan contributions.
Given Fitch's projections for EBITDA to be negative $850 million
to negative $1 billion in 2014 and potentially worse in 2015, cash
burn (cash flow from operations after capex and pension
contributions) after taking into consideration $400 million to
$500 million in net working capital benefit is expected to be
around $1.2 billion to $1.3 billion. This could be potentially
worse in 2015 assuming EBITDA losses exceed $1 billion. In
addition, Sears needs an estimated $600 million to $700 million in
liquidity to fund seasonal holiday working capital needs.
As of Nov. 1, 2014, Sears had total cash of approximately $330
million and availability under its credit facility of $234
million. This compares to $830 million in cash and $240 million
availability under its domestic credit facility as of Aug. 2,
2014. The current borrowing availability of $234 million on the
$3.275 billion domestic credit facility reflected $2.3 billion
usage against the facility (consisting of $1.6 billion of
borrowings and $672 million of letters of credit), in addition to
a fixed charge coverage ratio restriction (which caps borrowing to
90% of line cap) and another $437 million that is not available
due to a borrowing base restriction. During the third quarter, the
company raised almost $660 million to fund seasonal working
capital and operations including a $400 million short-term term
loan provided by ESL Investments, $90 million from the sale of a
full line store in Cupertino and $168 million of the $380 million
from the Canadian rights offering.
The $500 million reduction in cash and the additional $208 million
in credit facility borrowings from 2Q levels as well as the $660
million raised during the quarter indicates a cash burn of
approximately $1.4 billion during the third quarter, including the
build-up of seasonal working capital.
Year to date, Sears has injected almost $2.2 billion in liquidity
through the following actions, on top of the $2 billion in
liquidity injected in 2012 and $2.5 billion injected in 2013. The
funds raised year-to-date were from the following:
-- $500 million exit dividend from the separation of Lands' End;
-- $254 million from real estate transactions in first half,
including $90 million in cash proceeds from a sale of a full-
line store in Cupertino, California in October 2014;
-- A $400 million secured short-term loan through Dec. 31, 2014
from entities affiliated with controlling shareholder ESL
Investments, Inc. put in place in mid-Sept. to fund holiday
inventory build-up. The loan is guaranteed by Sears and is
secured by a first-priority lien on 25 real properties owned by
Sears. Fitch notes that ESL had provided unsecured commercial
paper funding (within the $500 million limit) to Sears, but has
pulled back on that since year-end 2013, with no CP holdings by
ESL at the end of the second quarter.
-- $380 million from its rights offering for its shares in Sears
Canada (in which Sears had a 51% stake), of which $168 million
was received in the third quarter;
-- $625 million of 8% senior unsecured notes with warrants offer
announced on Oct. 20, 2014 and completed in mid-November.
Funding Options May Not Be Enough to Support Operations Beyond
2016: Below is a summary of other potential sources of liquidity.
-- Realizing value from its real estate portfolio: Sears owned 367
Sears full line stores, 183 Kmart discount units and 12 Kmart
supercenters at the end of 2013 which were unencumbered. In
September, Fitch commented that Sears could seek to do a real-
estate backed transaction that could potentially raise $2.0
billion to $2.5 billion using a similar approach to valuing the
real estate that was used by J.C. Penney to raise a $2.25
billion term loan in May 2013.
On Nov. 4, Sears announced that it is exploring the monetization
of a portion of its owned real estate portfolio (potentially in
the range of 200-300 stores), through a sale-leaseback
transaction, with the selected stores to be sold to a newly-formed
real estate investment trust (REIT). Sears would continue to
operate in the store locations sold to the REIT under one or more
master leases.
Based on the above mentioned valuation estimated by Fitch of the
whole portfolio, Fitch estimates that Sears could potentially
raise $1.2 billion to $1.5 billion in proceeds from the
transaction depending on the valuation of the specific properties
that are placed into the REIT. In addition, Sears will likely
continue to pursue a series of small real estate transactions that
could also involve landlords assuming some of Kmart's and Sears'
leases in highly productive malls and selling a portion of the
remaining owned stores.
-- Second lien notes: The ability to issue $760 million in second
lien debt as permissible under the company's credit facility is
subject to borrowing base requirements. However, given the
significant reduction in inventory over the past three years, the
ability to issue this debt has been constrained over the past four
quarters. Fitch thinks it is unlikely that Sears will be able to
exercise this alternative, unless it can use proceeds from any
real estate transaction to pay down borrowings under the revolver
thereby increasing the borrowing capacity under the credit
facility and collateral for the second-lien notes.
-- The company is also evaluating options to separate its Sears
Auto Center business.
Given the high rate of cash burn in the business, should Sears
even be able to execute on a number of these fronts and generate
$4 billion to $6 billion in proceeds including the $2.2 billion
announced to date, these actions would take them through 2016. As
a result, Fitch expects that the risk of restructuring is high
over the next 12 to 24 months.
Recovery Considerations for Issue-Specific Ratings:
In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
has assigned RRs based on the company's 'CC' IDR. Fitch's recovery
analysis assumes a liquidation value under a distressed scenario
of approximately $6.5 billion (low seasonal inventory) to $7.5
billion (close to peak seasonal inventory assumed in 3Q'14) on
domestic inventory, receivables, and property, plant, and
equipment.
The $3.275 billion domestic senior secured credit facility, under
which Sears Roebuck Acceptance Corp. (SRAC) and Kmart are the
borrowers, is rated 'CCC+/RR1', indicating outstanding (90%-100%)
recovery prospects in a distressed scenario. Holdings provides a
downstream guarantee to both SRAC and Kmart borrowings, and there
are cross-guarantees between SRAC and Kmart. The facility is also
guaranteed by direct and indirect wholly owned domestic
subsidiaries of Holdings, which own assets that collateralize the
facility.
The facility is secured primarily by domestic inventory, which is
expected to range from $6.9 billion around peak levels in November
2014 down to $5.3 billion in January 2015, and pharmacy and credit
card receivables, which are estimated to be $0.3 billion-$0.4
billion. The credit agreement imposes various requirements,
including (but not limited to) the following provisions: if
availability under the credit facility is beneath a certain
threshold, the fixed-charge ratio as of the last day of any fiscal
quarter should not be less than 1.0x; a cash dominion requirement
if excess availability on the revolver falls below designated
levels; and limitations on its ability to make restricted
payments, including dividends and share repurchases.
The $1 billion first lien senior secured term loan due June 2018
is also rated 'CCC+/RR1', as it is secured by a first lien on the
same collateral and guaranteed by the same subsidiaries of the
company that guarantee the revolving facility. Under the guarantee
and collateral agreement, the revolving lenders will have priority
of payment from the collateral over the $1 billion first lien-term
loan lenders. The term loan that was formerly listed under Sears
Holding Corporation is now listed under Kmart Corp and SRAC as
they are the co-borrowers while Holdings is the obligor.
The $1.24 billion second lien notes due October 2018 at Holdings,
which have a second-lien on the same collateral package as the
credit facility and $1 billion term loan, are rated 'CCC/RR2',
indicating superior recovery prospects (71%-90%). This reflects
Fitch's expectation for the continued decline in the collateral
that secures the first lien and second lien debt due to the
shrinking business and asset sales, as well as the potential for
an additional $760 million in second lien debt.
The notes contain provisions that require Holdings to maintain
minimum collateral coverage for total debt secured by the
collateral securing the notes (failing which Holdings has to offer
to buy notes sufficient to cure the deficiency at 101%) that could
provide downside protection. If the borrowing base is less than
the principal amount of Holding's consolidated debt that is
secured by liens on the collateral that also secures the notes as
of the last day of any two consecutive quarters (collateral
coverage event), Holdings must offer to purchase an amount of
notes sufficient to cure the collateral coverage shortfall at 101%
of their principal amount, plus accrued and unpaid interest. Fitch
also notes that the second lien notes have an unsecured claim on
the company's unencumbered real estate assets, given that the
notes are guaranteed by substantially all the domestic
subsidiaries that guarantee the credit facility.
The senior unsecured notes at SRAC are rated 'CC/RR4', indicating
average recovery prospects (31%-50%). The recovery on these notes
are derived from the valuation on the company's unencumbered real
estate assets held at Sears, Roebuck and Co, which provides a
downstream guarantee of SRAC's senior notes and also agrees to
maintain SRAC's fixed-charge coverage at a minimum of 1.1x.
However, should a substantial portion or all of the owned real
estate be used to raise additional secured debt, it could
adversely impact the ratings on the unsecured notes. Recovery to
the senior unsecured notes also takes into account potential
sizable claims under operating lease obligations and the company's
underfunded pension plan.
Fitch has assigned a 'C/RR6' to Sear's 8% $625 million unsecured
notes due 2019 at Holdings given poor recovery prospects (0% to
10%).
Rating Sensitivities
Negative Rating Action: A negative rating action could result from
a significant decline in liquidity if Sears in unable to inject
the needed liquidity to fund ongoing operations.
Positive Rating Action: A positive rating action could result from
a sustained improvement in comps and EBITDA to a level where the
company is covering its fixed obligations. This is not anticipated
at this time.
Fitch has assigned the following rating:
Sears Holdings Corporation (Holdings)
-- $625 million unsecured notes 'C/RR6'.
Fitch has also affirmed the following ratings:
Sears Holdings Corporation (Holdings)
-- Long-term IDR at 'CC';
-- $1.24 billion second-lien secured notes at 'CCC/RR2'.
Sears, Roebuck and Co. (Sears)
-- Long-term IDR at 'CC';
Sears Roebuck Acceptance Corp. (SRAC)
-- Long-term IDR at 'CC';
-- Short-term IDR at 'C';
-- Commercial paper at 'C';
-- $3.275 billion secured bank facility at 'CCC+/RR1' (as co-
borrower);
-- $1 billion first lien term loan at 'CCC+/RR1' (as co-
borrower);
-- Senior unsecured notes at 'CC/RR4'.
Kmart Holding Corporation (Kmart)
-- Long-term IDR at 'CC';
Kmart Corporation (Kmart Corp)
-- Long-term IDR at 'CC';
-- $3.275 billion secured bank facility at 'CCC+/RR1' (as co-
borrower);
-- $1 billion first lien term loan at 'CCC+/RR1' (as co-
borrower).
SHIROKIA DEVELOPMENT: Taps DelBello Donnellan as Attorneys
----------------------------------------------------------
Shirokia Development LLC asks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ DelBello,
Donnellan, Weingarten, Wise & Wiederkehr, LLP as attorneys, nunc
pro tunc to the Aug. 12, 2014 filing date.
The professional services DelBello Donnellan will render to the
Debtor include the following:
(a) give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management
of its property and affairs;
(b) negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in
order to effectuate such a plan including, if need be,
negotiations with the creditors and other parties in
interest;
(c) prepare the necessary answers, orders, reports and other
legal papers required for the Debtor's protection from its
creditors under Chapter 11 of the Bankruptcy Code;
(d) appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters
pending before the Court;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the
Debtor's assets;
(g) represent the Debtor in connection with obtaining post-
petition financing, if necessary;
(h) take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of
reorganization;
(i) perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate
and to promote the best interests of the Debtor, its
creditors and the estate.
DelBello Donnellan will be paid at these adjusted hourly rates:
Attorneys $375-$550
Paraprofessionals $150
DelBello Donnellan will also be reimbursed for reasonable out-of-
pocket expenses incurred.
DelBello Donnellan received a pre-petition retainer payment from
the Debtor in the amount of $12,572.50 on account of legal
services and expenses in conjunction with the filing of this
Chapter 11 case.
Dawn Kirby, partner of DelBello Donnellan, 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.
DelBello Donnellan can be reached at:
Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN
WISE & WIEDERKEHR, LLP
One North Lexington Avenue
White Plains, NY 10601
Tel: (914) 681-0200
Fax: (914) 684-0288
About Shirokia Development
Shirokia Development, LLC, a real property owner in Flushing, New
York, currently being controlled by a receiver, filed a
Chapter 11 bankruptcy petition in Manhattan, on Aug. 12, 2014.
Hong Qin Jiang signed the petition as authorized individual. The
Debtor disclosed, in an amended schedules total assets of $28.40
million and total liabilities of $16.79 million. The Debtor has
tapped Dawn Kirby Arnold, Esq., at DelBello Donnellan Weingarten
Wise & Wiederkehr, LLP, as counsel.
SISTER 2 SISTER: Case Dismissed, Has Until Nov. 28 to Appeal
------------------------------------------------------------
Mark Holan at the Washington Business Journal reports that Sister
2 Sister, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 14-27263) on Nov. 10, 2014, but the case was
dismissed four days later for failing to pay a $1,717 filing fee.
The Business Journal relates that attorneys have until Nov. 28,
2014, to file an appeal or ask for other reconsideration.
In its bankruptcy petition, the Company listed $282,563 in total
assets and $1.50 million in total liabilities. The petition was
signed by Jamesetta Brown, majority shareholder. Judge Paul
Mannes presides over the case. Terry Morris, Esq., at Morris
Palerm, LLC, serves as the Debtor's bankruptcy counsel.
According to the Business Journal, the Nov. 10 filing names
Ms. Brown as the debtor['s] president and 100%
equity owner of the business. The report says that Lorenzo Brown
is listed as managing officer and is registered agent in state
business papers.
Headquartered in Bowie, Maryland, Sister 2 Sister, Inc., is a
publisher of a monthly magazine and website covering black
entertainment.
SMITH MICRO: Posts $1.14-Mil. Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Smith Micro Software, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $1.14 million on $9.45 million of revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$13.05 million on $8.75 million of revenues for the same period in
the prior year.
The Company's balance sheet at Sept. 30, 2014, showed
$27.09 million in total assets, $12.8 million in total liabilities
and total stockholders' equity of $14.3 million.
A copy of the Form 10-Q is available at:
http://is.gd/JFfPL2
About Smith Micro
Smith Micro Software provides solutions that simplify, secure and
enhance the mobile experience. The Company's product and services
portfolio spans Connectivity, Policy Management, Network Control,
Communications and Hosting solutions. With 30 years of experience
developing world-class client and server software applications,
Smith Micro helps the leading mobile network operators, device
manufacturers and enterprises increase efficiency and develop
high-value relationships with their customers. For more
information, visit http://www.smithmicro.com/
SONNEBORN HOLDINGS: Moody's Affirms B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating (CFR) and B1-PD probability of default rating (PDR) of
Sonneborn Holdings LP (Sonneborn). At the same time, Moody's has
assigned a B1 rating to the proposed $310 million (equivalent)
first-lien senior secured credit agreement to be issued by
Sonneborn LLC, a fully owned and guaranteed subsidiary of
Sonneborn. The first-lien senior secured credit agreement consists
of (1) a $20 million and EUR 8 million revolving credit facility
due 2019; and (2) a $280 million term loan facility due 2020.
Moody's has also moved the outlook on Sonneborn's ratings to
negative from stable.
Sonneborn has announced that the proceeds from the new $280
million term loan will primarily be used to (1) repay the
company's existing first-lien senior secured term loan, the
outstanding amount of which is approximately $215 million; (2)
partially fund a shareholder payment, that will total around $90
million; and (3) pay related transaction fees and expenses.
"Sonneborn's announced refinancing and shareholder payment is
credit negative. When considering Sonneborn's small scale, the
transaction takes the company's leverage to a borderline level for
the assigned B1-ratings," says Anthony Hill, a Moody's Vice
President -- Senior Credit Officer and lead analyst for Sonneborn.
Sonneborn is owned by funds managed or advised by private equity
firm One Equity Partners.
Affirmations:
Issuer: Sonneborn Holdings LP
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Issuer: Sonneborn Refined Products BV
Senior Secured Bank Credit Facility due 2018, Affirmed B1, LGD3
Issuer: Sonneborn LLC
Senior Secured Bank Credit Facility due 2017, Affirmed B1, LGD3
Senior Secured Bank Credit Facility due 2018, Affirmed B1, LGD3
Assignments:
Issuer: Sonneborn LLC
Senior Secured Bank Credit Facility due 2019, Assigned B1, LGD4
Senior Secured Bank Credit Facility due 2020, Assigned B1, LGD4
Outlook Actions:
Issuer: Sonneborn Holdings LP
Outlook, Changed To Negative From Stable
Issuer: Sonneborn Refined Products BV
Outlook, Changed To Negative From Stable
Issuer: Sonneborn LLC
Outlook, Changed To Negative From Stable
Ratings Rationale
Sonneborn's B1 CFR primarily reflects the company's high financial
leverage, which stood at 3.7x debt/EBITDA for the last 12 months
ending (LTM) September 2014, but will immediately rise to
approximately 4.5x debt/EBITDA after the announced refinancing and
$90 million shareholder payment. While Moody's expects Sonneborn
to reduce leverage over the coming quarters, leverage is expected
to remain higher than 4.0x debt/EBITDA through 2015 at a minimum.
Additionally, with around $410 million in revenues and $68 million
in EBITDA, and two main manufacturing facilities in Pennsylvania,
US and Amsterdam, Netherlands, the company's scale is small for
the B1 rating. All figures are on a Moody's-adjusted basis.
Furthermore, the company is exposed to cyclical and variable raw
materials costs, especially the price of base oils, which
accounted for nearly 60% of Sonneborn's LTM September 2014 total
raw material costs.
However, more positively, the B1 CFR also reflects Moody's view
that Sonneborn (1) continues to maintain leading market positions
in the highly refined hydrocarbon market (Sonneborn's products
serve as components to broad end-markets such as moisturizers and
skin creams, lubricants, plastics and food products); (2) enjoys
solid, long-standing customer relationships (the average length of
which is around 50-years) and has limited customer concentration
where no customer is more than 5% of sales; and (3) has a
resilient business model, as demonstrated by solid operating
performance, and an ability to pass through material and
production costs while simultaneously improving overall group
marginal income.
As of LTM September 2014, Sonneborn had approximately $36 million
of cash on hand. Pro forma for the proposed transaction, Moody's
expects this balance to fall to approximately $15 million.
However, despite the negative impact of the transaction on the
company's cash balance, in Moody's opinion, Sonneborn will still
have an adequate liquidity profile. Sonneborn's liquidity will be
primarily supported by the company's positive free cash flow (FCF)
generation and its $30 million revolving credit facility (RCF).
Moody's anticipates the company will generate positive FCF of
around $10 million and $25 million for financial year-end (FYE)
December 2014 and 2015, respectively. As a result, Moody's expects
Sonneborn will leave its RCF largely undrawn over the coming
years. Furthermore, Moody's expects capital expenditures will be
less than $20 million per year over the next three years. Moody's
also understands that the $280 million term loan facility will
initially require an annual prepayment of 50% of excess cash flow
(excess cash flow sweep).
Applying Moody's Loss Given Default (LGD) methodology, the PDR is
equal to the CFR. This is based on a 50% recovery rate. This is
primarily due to the absence of maintenance covenants (covenant
lite structure) within the first-lien senior secured credit
agreement, and Moody's assessment of the underlying value of the
assets included as security against the proposed senior secured
credit agreement. Also in accordance with the LGD methodology, the
RCF and first-lien senior secured credit agreement are rated B1,
at the same level as the B1 CFR.
The proposed refinancing and shareholder payment transaction
weakens Sonneborn's key credit protections -- namely, financial
flexibility. Moody's projections show some modest de-leveraging
over the coming quarters; however, the negative outlook reflects
the rating agency's overall expectation that leverage will remain
weak for Sonneborn's assigned B1-rating, and may deteriorate
further.
Given the company's small scale, limited earnings diversity and
weakened credit protections, Moody's does not expect pressure to
upgrade Sonneborn's ratings over the coming years. However,
Moody's would consider stabilizing Sonneborn's ratings if the
company is able to (1) maintain its operating performance; (2)
improve its leverage profile such that its Moody's-adjusted
debt/EBITDA ratio is around 4.0x; and (3) is able to generate a
meaningful level of FCF over the next 12-months; and (4)
demonstrate a sustained cash balance of around at least $10
million.
Moody's would consider downgrading Sonneborn's ratings if its
credit metrics and liquidity profile deteriorate further as a
result of (1) a weakening of its operating performance; (2)
acquisitions; or (3) an aggressive change in its financial policy.
Quantitatively, Moody's would consider downgrading Sonneborn's
ratings if (1) the company fails to meaningfully reduce its
Moody's-adjusted leverage to around 4.0x debt/EBITDA over the next
12-months; or (2) Sonneborn fails to generate over $20 million in
Moody's-adjusted FCF over the next 12-months.
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.
Headquartered in New Jersey, US, Sonneborn is a long-standing
manufacturer of high-purity highly refined hydrocarbons such as
white oils, petrolatums, and microcrystalline waxes. The company's
products serve as components in diverse end-products such as
moisturizers and skin creams, lubricants, and food products. For
LTM September 2014, Sonneborn generated approximately $410 million
in sales and $68 million in Moody's-adjusted EBITDA.
SUN BANCORP: Hires Nicos Katsoulis as Chief Lending Officer
-----------------------------------------------------------
Sun National Bank had hired Nicos Katsoulis as executive vice
president and chief lending officer, and Anthony Morris as
executive vice president and chief banking officer. The Bank had
agreed to hire Katsoulis and Morris in August, subject to receipt
of regulatory non-objections from the Federal Reserve Board and
the Office of the Comptroller of the Currency, and have served as
consultants to the Bank since that time.
Mr. Morris will oversee key customer experience functions across
the organization, including retail banking, information
technology, bank operations, and the Bank's wealth management
subsidiary, Sun Financial Services, LLC. Previously, he served as
Director of Banking Products & Services at CIT Bank, where he was
responsible for developing and launching deposit, loan, cash
management and online banking products and services. Prior to
CIT, Morris served as chief corporate planning and marketing
officer at State Bank of Long Island. With more than 30 years of
progressive banking management roles, Mr. Morris has deep
experience in formulating bank operating strategies, including
systems, compliance, change management, branding, customer
experience and staff development. Mr. Morris is a graduate of
Adelphi University, and served in the United States Army.
Mr. Katsoulis will oversee all of the Bank's commercial lending
activities, including C&I and CRE lending. Previously, he served
as a Director of State Bancorp, Inc., and State Bank of Long
Island, where he was Chair of both its Loan Committee and Special
Litigation Committee. Prior to that, Mr. Katsoulis served as
executive vice president and chief lending officer at Atlantic
Bank of New York, where he led the development of that bank's loan
portfolio and oversaw the origination of several billion dollars
in new facilities and relationships. Mr. Katsoulis is also a
successful real estate investor. He is a graduate of the London
School of Economics and Columbia University's graduate
school of business. In addition to serving as executive vice
president and chief lending officer for the Bank, Mr. Katsoulis
will assume parallel titles for the Company.
"I am pleased to announce the hiring of Tony and Nicos," stated
Thomas M. O'Brien, president and chief executive officer. "As we
embark on building our commercial lending business, Nicos'
experience in lending and real estate will help drive the vision
that will allow us to deliver outstanding service and products to
our commercial clients. Tony's array of experience will help
provide the strategic direction needed to create the technology,
operational and customer-centric infrastructure that will improve
efficiencies and serve the platform for the Bank's long-term
success. Both gentlemen have extensive experience in identifying
growth opportunities, building scalable platforms and leading
energetic teams that sustain lasting customer relationships, and
create value for shareholders."
As executive vice president and chief lending officer, Mr.
Katsoulis will receive an initial base salary of $420,000 per
annum.
Following regulatory approval of a proposed agreement, Mr.
Katsoulis will become a party to an employment agreement providing
for a severance payment, in the event of termination without cause
or a change in control of the Company, equal to one year of base
salary.
About Sun Bancorp
Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey. Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.
On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.
Sun Bancorp reported a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012, and a net loss available
to common shareholders of $67.50 million in 2011.
As of Sept. 30, 2014, the Company had $2.82 billion in total
assets, $2.57 billion in total liabilities and $247.04 million in
total shareholders' equity.
THERAPEUTICSMD INC: Files Copy of Investor Presentation with SEC
----------------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission a copy of an investor presentation which was used on
Nov. 18, 2014, and at subsequent meetings with investors or
analysts. A copy of the Presentation is available for free at:
http://is.gd/BJWrfx
About TherapeuticsMD
Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women. The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics. The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.
TherapeuticsMD reported a net loss of $28.41 million in 2013, a
net loss of $35.12 million in 2012, and a net loss of $12.9
million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $74.60
million in total assets, $11 million in total liabilities, all
current, and $63.60 million in total stockholders' equity.
TRANS ENERGY: Reports $7.3 Million Net Loss for Third Quarter
-------------------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.30 million on $6.77 million of total operating revenues for
the three months ended Sept. 30, 2014, compared to a net loss of
$6.09 million on $4.40 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 $19.78 million on $25 million of total operating
revenues compared to a net loss of $11.40 million on $12.68
million of total operating revenues for the same period in 2013.
As of Sept. 30, 2014, the Company had $103.61 million in total
assets, $130.2 million in total liabilities and a $26.60 million
total stockholders' deficit.
"Although our current and prior year-to-date revenues were not
sufficient to cover our operating costs and interest expense, we
are focusing on drilling Marcellus Shale wells which, based upon
projections, are expected to increase our cash flow. If our cash
flows from operations are not sufficient to meet liquidity
requirements, we may need to sell assets, obtain additional
financing or issue equity."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/LQfgqH
About Trans Energy
St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas. Its
operations are presently focused in the State of West Virginia.
Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.
TRIBUNE CO: 2nd Circ. Probes Reach of Bankruptcy Safe Harbors
-------------------------------------------------------------
Law360 reported that bankruptcy attorneys for Tribune Co.,
SemGroup LP and their respective creditors argued before a Second
Circuit panel over the reach of safe-harbor provisions in the U.S.
Bankruptcy Code designed to block avoidance litigation that could
roil the financial markets. According to the report, two appeals
heard in tandem from the Tribune and SemGroup bankruptcies
concerned the preemptive scope of two provisions in Section 546 of
the Bankruptcy Code that protect payments made under settled
securities transactions and swaps contracts from being unwound in
Chapter 11.
The cases are In re: Tribune Company Fraudulent Conveyance
Litigation, case numbers 13-3992, 13-3875, 13-4178 and 13-4196,
and Bettina M. Whyte v. Barclays Bank PLC et al., case number 13-
2653, both in the U.S. Court of Appeals for the Second Circuit.
About Tribune Co.
Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts. Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.
Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy. Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.
Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization. In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan. Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.
Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization. The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.
About SemGroup, L.P.
SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products. Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.
SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts. Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent. The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.
Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.
SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.
SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008. The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.
As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.
TRISTAR WELLNESS: Incurs $480,000 Net Loss in Third Quarter
-----------------------------------------------------------
Tristar Wellness Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $480,000 on $1.91 million of sales
revenue for the three months ended Sept. 30, 2014, compared to a
net loss of $2.67 million on $1.28 million of sales revenue for
the same period a year ago.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $5.98 million on $4.43 million of sales revenue
compared to a net loss of $6.54 million on $2.57 million of sales
revenue for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $5.51
million in total assets, $13.84 million in total liabilities and a
$8.32 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/SDTKgq
About TriStar Wellness
TriStar Wellness Solutions, Inc., offers products and technologies
in the areas of wound care, women's health and therapeutic skin
care. The Company is based in Westport, Connecticut.
TRUMP ENTERTAINMENT: Judge Threatens to Kick Casino Out of Ch. 11
-----------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that a
federal judge is threatening to boot Trump Entertainment Resorts
Inc. out of Chapter 11 bankruptcy protection, due to the lack of a
"reasonable likelihood of rehabilitation" for the gambling
company. According to the report, Judge Kevin Gross ordered the
company to show why he shouldn't convert its bankruptcy to a
Chapter 7 shoestring liquidation, a move that would roil the
takeover plans of secured lender Carl Icahn.
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: Committee Proposes PwC as Fin'l Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Trump Entertainment Resorts, Inc., et al., seek approval
from the Bankruptcy Court to retain PricewaterhouseCoopers LLP as
financial advisor.
PwC will, among other things:
a. review financial information prepared by the Debtors or its
advisors including, but not limited to, financial projections,
cost savings analyses and data room materials;
b. assist with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results;
c. assist in the review of financial-related disclosures
required by the Court, including the schedules of assets and
liabilities, the statement of financial affairs, and monthly
operating reports; and
d. assist with the review of the Debtors' corporate structure,
including analysis of intercompany activities and claims.
The Creditors' Committee and PwC have agreed to a fixed monthly
fee of $50,000 per month for financial advisory services,
excluding out of pocket expenses, which fees will be capped at
$300,000.
PwC commenced performing services for the Creditors' Committee on
Sept. 26, the day PwC was selected as financial advisor to the
Creditors' Committee in the cases.
To the best of the Creditors' Committee's knowledge, PwC is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
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. Trump Entertainment Resorts, Inc., disclosed
$0 assets and $292,257,374 in liabilities as of the Chapter 11
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.
On Oct. 1, 2014, the Debtors filed the Disclosure Statement for
Debtors' Joint Plan of Reorganization. A hearing to consider the
adequacy of the information contained in the Proposed Disclosure
Statement is scheduled for Nov. 5, 2014 at 11:00 a.m.
The Official Committee of Unsecured Creditors tapped to retain
PricewaterhouseCoopers LLP as its financial advisor; the Law
Office of Nathan A. Schultz, P.C., and Gibbons P.C. as its co-
counsel.
TRUMP ENTERTAINMENT: Committee Taps Schultz as Co-Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Trump
Entertainment Resorts, Inc., has sought approval to retain the Law
Office of Nathan A. Schultz, P.C., as co-counsel.
Richard N. Rust, the fund administrator of National Retirement
Fund, chairperson of the Creditors' Committee, tells the Court
that Mr. Schultz's hourly billing rate is $495. Mr. Schultz will
be the only person providing services to the Creditors'
Committee on behalf of the Schultz Firm.
To the best of the Creditors' Committee's knowledge, the Schultz
Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
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. Trump Entertainment Resorts, Inc., disclosed
$0 assets and $292,257,374 in liabilities as of the Chapter 11
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.
On Oct. 1, 2014, the Debtors filed the Disclosure Statement for
Debtors' Joint Plan of Reorganization. A hearing to consider the
adequacy of the information contained in the Proposed Disclosure
Statement is scheduled for Nov. 5, 2014 at 11:00 a.m.
The Official Committee of Unsecured Creditors tapped to retain
PricewaterhouseCoopers LLP as its financial advisor; the Law
Office of Nathan A. Schultz, P.C., and Gibbons P.C. as its co-
counsel.
UNIVERSAL SOLAR: Incurs $248,000 Net Loss in Third Quarter
----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $247,529 on $85,563 of sales for the
three months ended Sept. 30, 2014, compared to a net loss of
$233,333 on $0 of sales for the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $665,627 on $546,434 of sales compared to a net loss
of $1.31 million on $0 of sales for the same period a year ago.
As of Sept. 30, 2014, the Company had $4.78 million in total
assets, $15.92 million in total liabilities and a $11.14 million
total stockholders' deficiency.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/ApCzRD
About Universal Solar
Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007. It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.
The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells. In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.
Universal Solar reported a net loss of $1.28 million in 2013
following a net loss of $5.66 million in 2012.
Paritz & Company, P.A., in Hackensack, 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 had not generated cash from its operation, had a
stockholders' deficiency of $ 10,663,106 and had incurred net loss
of $ 11,175,906 since inception. These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
US FOODS: Posts $36.9-Mil. Net Loss for Sept. 27 Quarter
---------------------------------------------------------
US Foods, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $36.87 million on $5.91 billion of net sales for the
thirteen weeks ended Sept. 27, 2014, compared with a net income of
$22.44 million on $5.69 billion of net sales for the thirteen
weeks ended Sept. 28, 2013.
The Company's balance sheet at Sept. 27, 2014, showed $9.64
billion in total assets, $7.87 billion in total liabilities and
total stockholders' equity of $1.77 billion.
A copy of the Form 10-Q is available at:
http://is.gd/bRNJZ5
US Foods, Inc., is a leading North American food service marketing
and distribution company, with annual revenues of around $22
billion. The company operates as a national, broad-line
distributor, providing a complete range of products -- from fresh
farm produce, frozen food, and specialty meat products to paper
products, restaurant equipment, and machinery. It has agreed to
be acquired by Sysco Corp. in a transaction valued at around $8
billion.
UTSTARCOM HOLDINGS: Reports $8.2 Million Net Loss for Q3
--------------------------------------------------------
UTStarcom Holdings Corp. reported a net loss of $8.22 million on
$32.30 million of net sales for the three months ended Sept. 30,
2014, compared to net income of $433,000 on $41.21 million of net
sales for the three months ended Sept. 30, 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $16.09 million on $96.54 million of net sales compared
to a net loss of $6.67 million on $126.13 million of net sales for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2014, showed $303.56
million in total assets, $173.33 million in total liabilities and
$130.22 million in total equity.
Mr. William Wong, UTStarcom's chief executive officer, stated, "We
delivered a solid third quarter and this is attributed to the
strength of our core broadband business as well as our aggressive
business transformation that we have been focused on executing.
During the third quarter, revenues results exceeded expectations
and we had a sequential improvement in gross margin, which
demonstrates the positive progress we are making in driving our
business forward. In addition to contract wins, we also expanded
our global marketing and sales initiatives and appointed two
executives to our global leadership team, all of which will help
us greatly strengthen our go-to-market strategy in our three key
regions, namely Japan, the US and India. Our management team and
Board of Directors continue to work closely together to drive our
progress and success in the business. We believe we are nearing
the end of our transition and transformation and we are optimistic
about the future as we see continued demand for the innovative
technologies we are bringing to the market."
As of Sept. 30, 2014, cash and cash equivalents were $90.5
million. The negative impact of foreign exchange rate change was
$2.9 million due to the depreciation of Japanese yen against the
U.S. dollar.
Mr. Min Xu, UTStarcom's chief financial officer, commented, "We
are pleased to report better than expected revenues and sequential
improvement in gross margin. It's also encouraging that we
achieved positive operating cash flow and maintained strong
balance sheet. With $90.5 million in cash and no debt, we are
confident that we have adequate liquidity to fund our future
business growth. Going forward, we will keep our vigilant focus
on topline stabilization, cost control and mitigating the pressure
on gross margin."
New Executive Appointments
The Company recently announced the appointment of two new members
to its regional leadership team that will strengthen the Company's
operations and go-to-market strategies in the North America and
India markets.
Following the office expansion in Silicon Valley, California, Mr.
Aman Sehgal has been appointed Regional Head of Sales and Business
Development of North America to lead the marketing and building
relationships with customers and key business partners in North
America. The Company has also appointed Mr. Shalin Shah as the
Co-General Manger of UTStarcom India to drive sales development
and overall growth strategy in India.
Company Share Repurchase Program
In a separate press release, the Company's Board of Directors has
approved a share repurchase program of up to $40 million of its
outstanding shares over the next 24 months. The share repurchase
program was approved by UTStarcom's Board and became effective on
Nov. 12, 2014.
New Independent Director Appointment
In a separate press release, the Company announced that Mr.
Tetsuzo Matsumoto has been appointed as an independent director of
the Company's Board, effective Nov. 12, 2014. Mr. Matsumoto is a
senior advisor of SOFTBANK MOBILE Corp., as well as the CEO of
Japan Link Corp., which provides consultant services to various
companies through the world, who want to make a strategic move to
take the leadership in the coming Mobile Internet age. This
brings the Company's total board composition to seven directors,
including five independent directors.
A full-text copy of the press release is available for free at:
http://is.gd/u4BZjT
About UTStarcom, Inc.
UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support. The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks. The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.
UTStarcom Holdings incurred a net loss of $22.73 million in 2013
and a net loss of $35.57 million in 2012.
"We have a history of operating losses and may not have sufficient
liquidity to execute our business plan or to continue our
operations without obtaining additional funding or selling
additional securities. We may not be able to obtain additional
funding under commercially reasonable terms or issue additional
securities," the Company said in the Annual Report for the year
ended Dec. 31, 2013.
VALLECITO GAS: Trustee Loses 5th Cir. Appeal Over Hogback Lease
---------------------------------------------------------------
The United States Court of Appeals, Fifth Circuit, tossed an
appeal by Harvey Leon Morton, the trustee of the Vallecito Gas,
L.L.C. bankruptcy estate, from the district court's judgment
affirming the bankruptcy court's judgment in favor of various
owners of overriding royalty interests -- the Appellees -- to a
lease that Mr. Morton seeks to sell on behalf of the bankruptcy
estate.
In March 2006, Vallecito purchased a gas lease called the "Hogback
Lease," located on Navajo Nation land in New Mexico, from Tiffany
Gas Co., LLC. Vallecito subsequently made various assignments of
the Hogback Lease. Issues stemming from those assignments form
the basis of this appeal. Vallecito's assignments of portions of
the Hogback Lease to John Burle, and to a number of other parties,
led to litigation in New Mexico in September 2006 over the title
to the Hogback Lease. The plaintiffs in the Burle litigation
filed a notice of lis pendens in San Juan County, New Mexico. The
parties purported to settle the case in November 2006, but Michael
Briggs, one of the defendants, did not perform under the
settlement agreement. The case was resolved on Sept. 28, 2007,
when the court held that the settlement agreement was enforceable,
and the decision was never appealed.
Vallecito recorded an assignment of the Hogback Lease to Briggs-
Cockerham, LLC, on April 27, 2007, after the Burle litigation had
purportedly settled, but before the settlement had been enforced.
Between June 2007 and January 2009, the Appellees purchased the
overriding royalty interests at issue in this appeal from Briggs-
Cockerham. No approval of the transfers was sought from the
Navajo Nation.
On Nov. 14, 2007, Vallecito filed for Chapter 11 bankruptcy.
Mr. Morton was appointed as trustee of the Vallecito estate on
Jan. 14, 2008. The Hogback Lease is apparently Vallecito's only
significant asset, and Mr. Morton has sought to sell the Hogback
Lease, subject only to the Navajo Nation's royalty, to Vision
Energy, LLC, for the benefit of Vallecito's creditors.
Under the bankruptcy plan, Briggs-Cockerham and Briggs apparently
disclaimed any interest in the Hogback Lease. Mr. Morton did not
consult the San Juan County, New Mexico, records, however, and he
did not learn that the Appellees had overriding royalty interests,
which they had purchased from Briggs-Cockerham, until November
2009.
Mr. Morton filed an adversary proceeding against the Appellees in
March 2010, seeking to void the overriding royalty interests on
grounds the Navajo Nation had not approved the transfer of those
interests, as required by the Navajo Nation Code. The bankruptcy
court concluded that Mr. Morton could not raise the lack of Navajo
approval, and it also concluded that the Appellees, who purchased
overriding royalty interests after the bankruptcy filing, were
entitled to a credit against the estate for the amount they paid
because they had purchased the assignments in good faith and
without knowledge of the bankruptcy filing.
Mr. Morton appealed to the district court, which affirmed the
bankruptcy court's judgment, and he now appeals to the Fifth
Court. He argues that he can void the overriding royalty
interests based on lack of Navajo Nation approval and that the
filing of a lis pendens in the Burle litigation either provided
constructive notice of the bankruptcy filing or otherwise binds
the Appellees to the bankruptcy plan.
"Our review of all the arguments raised by the parties, the
evidence in the record, and the opinions of the bankruptcy and
district courts, leads us to conclude that the judgment of the
district court should be affirmed in all respects," said Circuit
Judge E. Grady Jolly, who penned the decision.
The appellate case is, Harvey Leon MORTON, Trustee, Appellant, v.
JOHN YONKERS; JUDY YONKERS; S. FRANK CULBERSON; TOM KIEVIT; KYLE
KIEVIT; KERRY BURLESON; DAVID ESPOSITO; KATHLEEN ESPOSITO; STEPHEN
MURDOCH; J.L. BRADSHAW TRUST; LYNETTE ESCH; ESCH FAMILY TRUST;
ROLAND MURPHY; LEWIS P. LANE; LYNN C. LANE; GRAHAM HADDOCK; R.
DAVE ADAMS; CONNIE ADAMS; RAY KOREN; JUDITH ARMOGIDA; THE ROBERT
E. AND ROSALIE T. DETTLE LIVING TRUST; DANIEL MANCHA; THE
DICKINSON FAMILY REVOCABLE LIVING TRUST; JOHN WOLZ; MILTON
DIGREGORIO; BEVERLY DIGREGORIO; ET AL, Appellees, No. 13-10926
(5th Cir.). A copy of the Court's November 19, 2014 decision is
available at http://is.gd/rhhRNEfrom Leagle.com.
About Vallecito Gas
Vallecito Gas, LLC -- http://www.vallecitogas.net/-- is located
in Dallas, Tex., and explores and exploits oil fields located
throughout the Mid-Continent region of the U.S. Vallecito sought
chapter 11 protection (Bankr. N.D. Tex. Case No. 07-35674) on
Nov. 14, 2007, estimating its assets at more than $1 million and
its debts at less than $1 million.
Harvey L. Morton serves as the Chapter 11 Trustee for Vallecito
Gas, LLC. Mr. Morton has proposed a First Amended Plan of
Liquidation for the Debtor. Essentially, the Plan provided that
the debtor's New Mexico Mineral Lease (against which there are
a number of disputed competing claims) would be sold to Vision
Energy, LLC, in exchange for $6.6 million in cash, subject to
certain terms and conditions, with the proceeds to be distributed
in accordance with the various settlements with the relevant
parties, who agreed to disclaim their alleged interests in the
Hogback Lease in order to permit the sale to Vision to occur. The
Plan was confirmed on Mar. 17, 2009, but because of a pending
appeal, the Plan was not consummated.
VANDA PHARMACEUTICALS: Has $1.43-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
Vanda Pharmaceuticals Inc. 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 $14.78 million of total revenues
for the three months ended Sept. 30, 2014, compared to a net loss
of $5.41 million on $8.71 million of total revenues for the same
period last year.
The Company's balance sheet at Sept. 30, 2014, showed $79.17
million in total assets, $78.11 million in total liabilities and
total stockholders' equity of $1.06 million.
A copy of the Form 10-Q is available at:
http://is.gd/Yq6Eq1
Washington, D.C.-based Vanda Pharmaceuticals Inc. is a
biopharmaceutical company focused on the development and
commercialization of products for the treatment of central nervous
system disorders. The Company's product portfolio includes
tasimelteon, a compound for the treatment of circadian rhythm
sleep disorders, which is currently in clinical development,
Fanapt(R) (iloperidone), a compound for the treatment of
schizophrenia, the oral formulation of which is currently being
marketed and sold in the U.S. by Novartis Pharma AG, and VLY-686,
a small molecule neurokinin-1 receptor (NK-1R) antagonist.
VERTICAL COMPUTER: Reports $985,000 Net Loss for Third Quarter
--------------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common stockholders of $985,471
on $1.07 million of total revenues for the three months ended
Sept. 30, 2014, compared to a net loss available to common
stockholders of $761,196 on $1.23 million of total revenues for
the same period in 2013.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss available to common stockholders of $1.72 million on
$6.11 million of total revenues compared to a net loss available
to common stockholders of $1.41 million on $4.03 million of total
revenues for the same period last year.
The Company's balance sheet at Sept. 30, 2014, showed $1.01
million in total assets, $17.47 million in total liabilities,
$9.90 million in convertible cumulative preferred stock, and a
$26.36 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/7MGc6l
About Vertical Computer
Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.
Vertical Computer reported a net loss applicable to common
stockholders of $3.08 million in 2013 following a net loss
applicable to common stockholders of $2.07 million in 2012.
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 suffered net losses and has a working capital deficiency,
which raises substantial doubt about its ability to continue as a
going concern.
VICTORY ENERGY: Incurs $617,000 Net Loss in Third Quarter
---------------------------------------------------------
Victory Energy Corporation announced operating results for the
three months and nine months ended Sept. 30, 2014.
Net loss attributable to Victory Energy was ($617,820), or a loss
of $0.02 per share, for the three months ended Sept. 30, 2014,
compared to a loss of ($341,056) and $0.01, respectively, in the
third quarter of 2013. The weighted average shares outstanding at
Sept. 30, 2014, were 29 million shares compared to 27.6 million as
of Dec. 31, 2014.
Victory Energy had $46,062 of cash and $5.5 million of total
assets at Sept. 30, 2014. Total shareholders' equity was $3
million at Sept. 30, 2014. The Company remains in active
discussions with Navitus and others related to capital infusion
and longer term financing required for the Company's capital
expenditures planned for the remainder of 2014 and 2015.
Revenues for the nine months ended Sept. 30, 2014, increased 21%
year-over-year to $606,487 due primarily to the revenue growth in
the first half from new wells in 2014. Approximately 7 BOEPD of
the planned replacement of the Lightnin' production, in the third
quarter from the Company's more upside potential Fairway
acquisition, was excluded from the third quarter since the Company
did not close on some certain wells originally planned in the
Fairway Project acquisition due to title issues which were not
cleared to our satisfaction. If the related producing wells would
have been acquired the Company third quarter production would have
been approximately the same as in third quarter of 2013.
"Although we refrained from the second closing on the Fairway
Project in order to avoid issues with regard to title, we are
pleased with the progress on the wells included in the 2,080 gross
acres we did close on. In particular, one of those wells, BOA #5
has been drilled to target depth and logged. Based on well logs,
this Fusselman well could be the largest single well drilled to
date at Fairway, delivering anywhere from 15 to 37 net BOE per day
to our 7.5% net revenue interest. We are looking forward to
seeing that well get completed in the coming weeks," said Kenny
Hill, Victory Energy's CEO. "In addition we continue to
aggressively pursue business arrangements for the acquisition and
development of properties that contain proved reserves both
developed and undeveloped. Our investment objectives remain
focused on creating long-term shareholder value by increasing our
oil and natural gas production and reserves, improving financial
returns, and carefully managing capital needs."
A full-text copy of the press release is available at:
http://is.gd/SGqdrd
About Victory Energy
Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties. Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.
Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.
The Company's balance sheet at June 30, 2014, showed $5.02 million
in total assets, $1.29 million in total liabilities and $3.72
million in total stockholders' equity.
Weaver & Tidwell, LLP, in Fort Worth, 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 has experienced recurring losses since its
inception and has an accumulated deficit. These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.
VICAL INC: Posts $4.36-Mil. Net Loss for Third Quarter
------------------------------------------------------
Vical Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $4.36 million on $3.44 million of total revenues for the
three months ended Sept. 30, 2014, compared to a net loss of $9.88
million on $1.54 million of total revenues for the same period
last year.
The Company's balance sheet at Sept. 30, 2014, showed
$61.3 million in total assets, $5.61 million in total liabilities
and total stockholders' equity of $55.7 million.
A copy of the Form 10-Q is available at:
http://is.gd/rV4dyY
Vical Incorporated, a Delaware corporation, was incorporated in
April 1987 and has devoted substantially all of its resources
since that time to its research and development programs. The
Company researches and develops biopharmaceutical products based
on its patented DNA delivery technologies for the prevention and
treatment of serious or life-threatening diseases.
VICTORY ENERGY: Obtains Default Waiver From Lender Until Dec. 1
---------------------------------------------------------------
Aurora Energy Partners, a Texas general partnership of which
Victory Energy Corporation is the managing partner and owner of a
50% partnership interest, as borrower, previously entered into a
credit facility with Texas Capital Bank, National Association.
At Sept. 30, 2014, the Company had not met one of the provisions
of the Credit Agreement. However, as of Nov. 19, 2014, the
Company has received a waiver from the Lender on this matter
providing the Company until Dec. 1, 2014, to remedy the issue.
Therefore, the Lender has not elected to accelerate any amounts
due under the Loan Agreement.
The Company plans to remedy this issue by deploying additional
capital from Aurora Energy Partners; therefore the Company's
quarterly report on Form 10-Q for the quarter ended Sept. 30,
2014, will be delayed beyond the extended due date of Nov. 19,
2014.
The Credit Agreement contains various covenants. These covenants
include, among other things, a financial covenant that Aurora will
maintain a current ratio of assets to liabilities of not less than
1.0:1.0 as of the last day of any fiscal quarter. At Sept. 30,
2014, Aurora's Current Ratio was 0.10 to 1 and it was therefore
not in compliance with the Current Ratio Covenant. Such failure
to comply with the Current Ratio Covent is an event of default
under the Loan Agreement, which gives the Lender the right but not
the obligation to elect certain remedies, including, among other
things, the acceleration of all amounts due under the Credit
Agreement.
Aurora notified the Lender that it is out compliance with the
Current Ratio Covenant and requested a waiver of the event of
default. On Nov. 19, 2014, Aurora entered into a Waiver of Event
of Default with the Lender. Under the terms of the Waiver
Agreement, the Lender agreed to waive, subject to certain
conditions set forth therein, an event of default under the Loan
Agreement resulting from Aurora's failure to maintain a current
ratio of at least 1.00 to 1.00 as of the end of the fiscal quarter
ending Sept. 30, 2014, subject to the receipt by Dec. 1, 2014, of
Aurora equity contributions of at least $1.5 million to be used to
reduce Aurora's outstanding liabilities.
About Victory Energy
Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties. Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.
Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.
The Company's balance sheet at June 30, 2014, showed $5.02 million
in total assets, $1.29 million in total liabilities and $3.72
million in total stockholders' equity.
Weaver & Tidwell, LLP, in Fort Worth, 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 has experienced recurring losses since its
inception and has an accumulated deficit. These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.
VILLAGE AT KNAPP'S: Court Okays Dec. 30 Auction
-----------------------------------------------
Jim Harger at Mlive.com reports that the Hon. Scott Dales of the
U.S. Bankruptcy Court for the Western District of Michigan
approved on Wednesday plans for a Dec. 30 auction of The Village
at Knapp's Crossing, L.L.C., shopping center that is likely to
have just one bidder -- the Lormax Stern partnership.
According to Mlive.com, the partnership, which includes Lormax
Stern, a Bloomfield Hills shopping center developer and Visser
Bros. Inc., intends to team up with Pioneer Associates, which owns
the remainder of the property. Mlive.com says that no other
bidders are expected besides the Lormax Stern partnership, which
bought the $4.5 million mortgage on the property from its largest
creditor, the International Bank of Chicago. The report quoted
Bill Mast, president of Visser Bros. Inc., as saying, "It's not
worth as much to anyone else as what we're paying."
Mlive.com relates that the partnership is expected to make a $4.1
million bid for the property and plans to develop a shopping
center on the site of a former apple orchard at the northeast
corner of Knapp Street and East Beltline Avenue NE. According to
the report, the City Planning Commission approved the Lormax Stern
and Visser plans to build 13 new stores on the site by a 6-1 vote
on Nov. 13, 2014.
About The Village at Knapp's Crossing
The Village at Knapp's Crossing, L.L.C., in Grand Rapids,
Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-
06094) on July 25, 2013. The Debtor scheduled $65,109,523 in
total assets and $7,419,217 in total liabilities. The petition
was signed by Steven D. Benner, managing member on behalf of S.D.
Benner, sole member.
As reported by the Troubled Company Reporter on June 10, 2014, Jim
Harger, writing for MLive.com, reported that Judge Scott W. Dales,
who presides over the case, granted on June 9 a request by the
International Bank of Chicago to convert the Chapter 11 case to
Chapter 7.
Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel. John S. Huizinga CPA serves
as accountants.
WAFERGEN BIO-SYSTEMS: Stockholders OK Amendment to Stock Plan
-------------------------------------------------------------
The stockholders of WaferGen Bio-systems, Inc., approved an
amendment to the Company's 2008 Stock Incentive Plan at a special
meeting of stockholders. The 2008 Plan Amendment adds an
additional 900,000 shares to the 2008 Plan, for a total of
1,214,589 shares of common stock available for issuance under the
2008 Plan, and makes certain other changes to the 2008 Plan.
Effective on Nov. 17, 2014, the Board of Directors of the Company
approved Amended and Restated Bylaws for the Company which
effects, among others, these substantive changes:
(i) a prohibition on the action of stockholders by written
consent;
(ii) a timeliness and process requirement for notice of
stockholder business proposals and nominations of directors
at meetings of stockholders;
(iii) a requirement for stockholders seeking to propose business
or nominate a director at a stockholders' meeting to
provide certain disclosures to the Company;
(iv) the option to provide notice of stockholders' meetings by
electronic transmission;
(v) a general update of the language in the provisions related
to indemnification to conform those provisions to the
Nevada Revised Statutes and to make the indemnification of
employees and agents other than directors and officers
discretionary rather than mandatory; and
(vi) a provision making the Eighth Judicial District Court of
Clark County, Nevada, the sole and exclusive forum for (a)
any derivative action or proceeding brought in the name or
right of the Company or on its behalf, (b) any action
asserting a claim for breach of any fiduciary duty owed by
any director, officer, employee or agent of the Company to
the Company or the Company's stockholders, (c) any action
arising or asserting a claim arising pursuant to any
provision of NRS Chapters 78 or 92A or any provision of the
articles of incorporation or the Restated Bylaws or (d) any
action asserting a claim governed by the internal affairs
doctrine, including, without limitation, any action to
interpret, apply, enforce or determine the validity of the
Company's articles of incorporation or the Restated Bylaws.
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.
WALTER ENERGY: To Exchange Shares, Cash for $52MM in Senior Notes
-----------------------------------------------------------------
Walter Energy, Inc., has agreed to issue an aggregate of 3,900,000
shares of its common stock, par value $0.01 per share, and
$5,200,000 in cash, in exchange for $52,000,000 aggregate
principal amount of the Company's 9.875% Senior Notes due 2020
held by two noteholders.
"We will not receive any cash proceeds as a result of the exchange
of our common stock and cash consideration for the Senior Notes,
which notes will be retired and cancelled. We executed this
transaction to reduce its debt and interest cost, increase its
equity, and improve its balance sheet. We may engage in
additional exchanges in respect of its outstanding indebtedness if
and as favorable opportunities arise," the Company stated in a
Form 8-K filed with the U.S. Securities and Exchange Commission.
The issuance of the shares of the Company's common stock was made
pursuant to the exemption from the registration requirements of
the Securities Act of 1933, as amended, contained in Section
3(a)(9) of such Act.
About Walter Energy
Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.
The Company's balance sheet at Sept. 30, 2014, showed $5.64
billion in total assets, $5.18 billion in total liabilities and
$454.91 million in total stockholders' equity.
* * *
As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy Inc. to 'CCC+' from 'SD'. S&P believes
the company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.
The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy, Inc., to Caa2 from Caa1.
The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away.
WALTER INVESTMENT: Bank Debt Trades at 8% Off
---------------------------------------------
Participations in a syndicated loan under which Walter Investment
Management Corp is a borrower traded in the secondary market at
92.25 cents-on-the-dollar during the week ended Friday, November
21, 2014 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
a decrease of 0.33 percentage points from the previous week, The
Journal relates. Walter Investment pays 375 basis points above
LIBOR to borrow under the facility. The bank loan matures on Dec.
18, 2020, and carries Moody's B2 rating and Standard & Poor's B+
rating. The loan is one of the biggest gainers and losers among
212 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
WILLIAM PARKER: Bridge Lender Can't Assess Default Interest Rate
----------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse sustained the objection
of William Douglas Parker, Jr. and Diana Lynne Parker to a portion
of the claim asserted by Georgia Capital, LLC. The Parkers
dispute the part of the claim assessing a default rate of
interest. The Court finds GCAP's application of the contractual
default rate of interest to be inequitable. GCAP is directed to
file a statement of claim, calculated at a non-default rate of
interest both pre- and post-petition, showing the remaining
balance owing on the two loans, if any, after application of all
pre- and post-petition payments.
The Parkers obtained loans from GCAP in the face amount of
$2,550,000; and $1,400,000. The purpose of the loan was to
replace Regions Bank as a lender and serve as a bridge loan while
the debtors attempted to obtain a HUD Loan to provide working
capital and construction funds for a development project.
Ultimately, the debtors were unable to obtain the HUD Loan and
GCAP began the process of foreclosure on the deeds of trust
securing both loans. The debtors filed a chapter 11 petition
(Bankr. E.D.N.C. Case No. 12-03128-8-SWH) on April 25, 2012. The
Parkers are represented in their cases by Samantha Y. Moore, Esq.
On June 8, 2012, GCAP filed a secured proof of claim in the amount
of $4,186,317.33.
A copy of the Court's Nov. 19, 2014 Order is available at
http://is.gd/c9OUzSfrom Leagle.com.
WINDSOR PETROLEUM: Court Confirms Ch. 11 Reorganization Plan
------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware on Nov. 20, 2014, issued a findings of fact,
conclusions of law and order confirming Windsor Petroleum
Transport Corporation, et al.'s Amended Plan of Reorganization.
As previously reported by The Troubled Company Reporter, the
Debtors the Plan is premised on a restructuring support agreement
negotiated with bondholders who hold more than 70% of the
Company's 7.84% secured notes in a principal amount of
$188,590,000 as of the Petition Date.
The key components of the Plan are as follows:
* Holders of Allowed General Unsecured Claims, including
Allowed Claims of trade vendors, suppliers, customers and
charterers, will not be affected by the filing of the
bankruptcy cases and, to the extent those Claims have not
been paid in full in the ordinary course of business during
the pendency of the Chapter 11 Cases, the Claims will be
reinstated and left unimpaired under the Plan. General
Unsecured Claims are estimated to total $2,975,000.
* Holders of all Allowed Administrative Claims, Priority Tax
Claims, statutory fees, Other Priority Claims and Other
Secured Claims will receive payment in full, in Cash.
* All Claims under the Secured Notes Indenture will be
converted into 100% of the ownership units of New Holdco.
About Windsor Petroleum Transport Corporation
Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).
The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.
The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.
WOODSIDE HOMES: Moody's Affirms B3 CFR & Rates Add-on Notes B3
--------------------------------------------------------------
Moody's Investors Service affirmed Woodside Homes Company, LLC's
B3 corporate family rating and B3-PD probability of default rating
following the $30 million upsizing of its existing $270 million
6.75% senior unsecured notes due 2021. In a related action,
Moody's assigned a B3 rating to the proposed add-on notes and
affirmed the B3 rating on the company's existing senior unsecured
notes due 2021. Proceeds of the add-on note issuance together with
those from a $40 million equity offering completed earlier will be
used primarily to repay borrowings under the revolving credit
facility and for growth capital, including acquisition and
development of land, and general corporate purposes. The rating
outlook remains stable.
The following ratings were affected by the rating action:
Corporate Family Rating, at B3
Probability of Default Rating, at B3-PD
$300 million senior unsecured notes due 2021 (incl. the $30
million add-on), at B3 (LGD4)
Ratings Rationale
The B3 corporate family rating reflects the company's relatively
small size and scale and limited diversity in terms of product
offering and price points compared with many of its peers that
have a national presence. In addition, the ratings incorporate the
company's relatively aggressive land investment plans given its
moderate land supply, a short track record in its current post-
bankruptcy configuration, and a modest liquidity profile.
At the same time, the rating reflects the continued, albeit
slowing, growth in demand and higher, albeit flattening, prices
across the homebuilding industry, as well as Moody's expectation
of continued growth for the company. The rating also takes into
consideration Woodside's stable profitability, its clean post-
bankruptcy balance sheet, the absence of recourse off-balance
sheet arrangements, and the equity support from the sponsors. The
company's long presence in one of the better performing master
planned communities in the nation (i.e., Summerlin), as well as a
modest speculative building percentage and low cancellation rates,
also lend support to the rating.
As of September 30, 2014, Woodside has an adequate liquidity
profile, supported by a pro forma unrestricted cash balance of
approximately $80 million upon closing of the proposed note
upsizing. This includes proceeds of a $40 million equity offering
completed earlier in the fourth quarter of 2014, as well as the
full repayment of revolver borrowings using proceeds of the
proposed note issuance. Following the transaction, the company
expects to have an undrawn $40 million unsecured revolving credit
facility due 2017 and no other significant debt maturities until
2021 when the senior unsecured notes mature. Liquidity is
constrained by the need to maintain compliance with three
financial covenants based on the terms of the credit agreement
that govern the credit facility, including 60% maximum
consolidated leverage, 1.5x minimum consolidated interest
coverage, and a minimum tangible net worth requirement that
fluctuates based on performance and proceeds of equity offerings.
Moody's expect Woodside to maintain sufficient cushion under its
interest coverage and tangible net worth covenants, but headroom
under the leverage covenant could remain tight over the near term.
Moody's also project negative cash flow generation as the company
intends to invest in land to meet future demand.
The stable outlook reflects Moody's expectation of continued
improvement in the company's financial results.
Moody's may take a positive rating action if Woodside demonstrates
strong top line growth, improves its geographic and product line
diversity, and sustains gross margins above 20%, all while
maintaining a conservative approach to debt leverage.
Moody's could lower the rating if the company's adjusted debt
leverage increases above 60%, if profitability and debt servicing
metrics deteriorate, or if liquidity weakens materially. Adjusted
debt includes pro forma reported debt of $310 million (including
$10 million of seller notes) plus adjustments for operating
leases, and, if applicable, recourse joint venture debt, letters
of credit employed in lieu of cash for lot option deposits, and
the remaining purchase price of specific performance lot option
contracts.
The principal methodology used in these ratings was Global
Homebuilding Industry published in March 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.
Woodside Homes Company, LLC, headquartered in Salt Lake City,
Utah, is a private homebuilder and a land developer, with a
presence in five states and a focus on entry and move-up
homebuyers. The company emerged from bankruptcy in 2009 and is
currently majority-owned by Oaktree Capital Management and
Stonehill Capital Management. During the last 12 months ended
September 30, 2014, Woodside generated $475 million in revenues
and $56 million in net income.
WPCS INTERNATIONAL: Files Stock Certificate of Designations
-----------------------------------------------------------
WPCS International Incorporated filed with the Secretary of State
of the State of Delaware a Certificate of Designations,
Preferences and Rights of Series F-1 Convertible Preferred Stock
and a Certificate of Designations, Preferences and Rights of
Series G-1 Convertible Preferred Stock. Also on Nov. 20, 2014,
the Company entered into eight Amendment, Waiver and Exchange
Agreements with eight holders of outstanding notes, warrants and
preferred stock of the Company previously purchased through a
Securities Purchase Agreement dated Dec. 4, 2012, an Amendment,
Waiver and Exchange Agreement, dated Oct. 25, 2013, and a
Securities Purchase Agreement dated Dec 17, 2013, as amended.
Pursuant to the 2012 SPA, the Holders purchased (i) senior secured
convertible notes, which as of the Closing Date, had an
outstanding aggregate principal amount of $313,568, which are
convertible into shares of the Company's common stock, $0.0001 par
value per share and (ii) warrants, which as of the Closing Date,
allowed the Holders to purchase an aggregate of 1,161,567 shares
of Common Stock. Pursuant to the 2013 Amendment, the Holders
exchanged the 2012 Warrants for warrants, which as of the Closing
Date, allowed the Holders to purchase an aggregate of 1,161,567
shares of Common Stock. Pursuant to the 2013 SPA, the Holders
purchased (i) shares of series E convertible preferred stock,
which as of the Closing Date, an aggregate of 1,644 were owned by
the Holders and are convertible into shares of Common Stock and
(ii) warrants, which as of the Closing Date, allowed the holders
to purchase an aggregate of 1,011,397 shares of Common Stock.
Pursuant to the Exchange Agreements, the Holders exchanged (i) the
2012 Notes for an aggregate of 11,365 shares of newly designated
Series F-1 convertible preferred stock, par value $0.001; (ii) the
Series E Preferred Stock for promissory notes in an aggregate
principal amount of $1,644,000 and 2,194 shares of series G-1
convertible preferred stock, par value $0.001; and (iii) the
Warrants for 1,774 shares of Series G-1 Preferred Stock. The
Series F-1 Preferred Stock and Series G-1 Preferred Stock were
issued in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended.
The 2014 Notes mature on Sept. 30, 2015, and accrue no interest.
Upon and during an event of default, the 2014 Notes will accrue
interest daily at a rate of 25%, compounding monthly. The Company
has the right to redeem the 2014 Notes at any time. If the 2014
Notes are not repaid prior to Oct. 5, 2015, the Company will be
obligated to pay an additional 25% redemption premium. In
addition, if the Company sells any securities, then the Company
will redeem 17% of the 2014 Notes with the net proceeds of such
offering. Upon an event of default, the Holders have the right to
require the Company to redeem the 2014 Notes, with a 25%
redemption premium upon the occurrence of certain events of
default.
Under the terms of the Series F-1 Certificate of Designation, each
share of Series F-1 Preferred Stock has a stated value of $1,000
and is convertible into shares of Common Stock equal to the stated
value (and all accrued but unpaid dividends) divided by the
conversion price of $1.00 per share (subject to adjustment in the
event of stock splits and dividends). The Series F-1 Preferred
Stock accrues dividends at a rate of 8% per annum, payable
quarterly in arrears in cash or in kind, subject to certain
conditions being met. The Series F-1 Preferred Stock contains a
three year "make-whole" provision such that if the Series F-1
Preferred Stock is converted prior to the third anniversary of the
date of original issuance, the holder will be entitled to receive
the remaining amount of dividends that would accrued from the of
the conversion until such third year anniversary. The Company is
prohibited from effecting the conversion of the Series F-1
Preferred Stock to the extent that, as a result of that
conversion, the holder beneficially owns more than 9.99%, in the
aggregate, of the issued and outstanding shares of the Company's
common stock calculated immediately after giving effect to the
issuance of shares of common stock upon the conversion of the
Series F-1 Preferred Stock.
Under the terms of the Series G-1 Certificate of Designation, each
share of Series G-1 Preferred Stock has a stated value of $1,000
and is convertible into shares of Common Stock equal to the stated
value (and all accrued but unpaid dividends) divided by the
conversion price of $0.815 per share (subject to adjustment in the
event of stock splits and dividends). The Series G-1 Preferred
Stock accrues dividends at a rate of 8% per annum, payable
quarterly in arrears in cash or in kind, subject to certain
conditions being met. The Series G-1 Preferred Stock contains a
three year "make-whole" provision such that if the Series G-1
Preferred Stock is converted prior to the third anniversary of the
date of original issuance, the holder will be entitled to receive
the remaining amount of dividends that would accrued from the of
the conversion until such third year anniversary. The Company is
prohibited from effecting the conversion of the Series G-1
Preferred Stock to the extent that, as a result of such
conversion, the holder beneficially owns more than 9.99%, in the
aggregate, of the issued and outstanding shares of the Company's
common stock calculated immediately after giving effect to the
issuance of shares of common stock upon the conversion of the
Series G-1 Preferred Stock.
Pursuant to the Exchange Agreement, the Company agreed to use its
reasonable best efforts to obtain its stockholders' approval at
the next annual stockholder meeting or a special meeting of
stockholders for the increase of the number of shares of Common
Stock authorized for issuance to 75,000,000. The Company agreed
to hold the stockholder meeting by Dec. 15, 2014. If, despite the
Company's reasonable best efforts Stockholder Approval is not
obtained on or prior to Dec. 15, 2014, the Company agreed to cause
an additional annual stockholder meeting to be held annually at
which Stockholder Approval will be sought until such Stockholder
Approval is obtained.
Neither the shares of Series F-1 Preferred Stock nor Series G-1
Preferred Stock will be convertible until Stockholder Approval is
obtained.
About WPCS International Incorporated
WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.
WPCS International incurred a net loss attributable to common
shareholders of $11.16 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013. As of April 30,
2014, the Company had $22.02 million in total assets, $16.05
million in total liabilities and $5.96 million in total equity.
Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014. The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
WWC HOLDINGS: Moody's Assigns B2 CFR & Rates 1st Lien Loans B1
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to WWC
Holdings Corp. (SSI Opinionology/NewCo LLC; "SSI"), including a B2
Corporate Family Rating, and B1 and Caa1 ratings to SSI's new
senior secured first- and second-lien term loans, respectively.
Proceeds from the term loans (a new revolver will remain undrawn),
along with equity contributions from financial sponsor HGGC, LLC
("HGGC"), will be used to fund HGGC's approximate $500 million
leveraged buyout of SSI. The ratings outlook is stable.
Moody's assigned the following ratings (and Loss Given Default
Assessments) to WWC Holdings Corp.:
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
Senior Secured Credit Facilities (First Lien Revolver and Term
Loan), B1 (LGD3)
Senior Secured Credit Facility (Second Lien Term Loan), Caa1
(LGD5)
The ratings outlook is stable.
Ratings Rationale
SSI's B2 CFR reflects its high leverage and good scale and market
position in the market-survey industry. At just over 6.0x, SSI has
high debt-to-EBITDA leverage (including Moody's standard
adjustments), especially when compared to its primary competitor,
Research Now, in the narrow but growing business-to-consumer
("B2C") market-survey segment. Although SSI has a small revenue
base, the company has good scale relative to most of its primary
competitors, and has a higher EBITDA margin relative to Research
Now, whose revenues are substantially greater than SSI's. Moody's
believes SSI has a more robust, integrated business model that
allows for an efficient rollout of its market research customers'
surveys across all modes of data gathering -- online, mobile
(including smart phones and tablets), and computer assisted
telephone interviews ("CATI").
SSI faces competition from Research Now and numerous smaller
companies, and is exposed to the ongoing risk of competitors
utilizing new technologies or product offerings that could disrupt
SSI's business. Barriers to entry are relatively low, although SSI
has built longstanding customer relationships and has one of the
largest survey databases in the industry, which allow for some
customer preference. This customer stickiness, however, has led to
moderate customer-concentration risk as well, as SSI's largest
customer represents close to 15% of revenues. Revenues and margins
get biannual boosts from CATI-based political surveys conducted
during election years, but SSI is moderately exposed to economic
cycles as cutbacks in client spending pressure SSI's top line
during downturns.
Moody's anticipates 2015 revenue of about $206 million, down
slightly from a strong 2014, an election year. Non-political
revenue should continue to grow, in the low- to mid-single digit
percentages. This, combined with relatively stable operating
margins going forward, should produce free-cash-flow-to-debt
ratios in the low- to mid-single-digit percentages for the next
two years. The company's free-cash-flow-generating capacity, while
small on an absolute basis, is attractive relative to other B2-
rated companies in the business services sector. Factors that
support moderate revenue growth include the proliferation of
mobile devices worldwide, more profitable opportunities in
business-to-business ("B2B") applications, and new customer
channels such as consulting firms.
Moody's stable outlook reflects the expectation for continued
moderate revenue growth and EBITDA margins sustained at their
relatively strong historical levels. Moody's views SSI's liquidity
as good, with the company expected to generate annual free cash
flow in 2015 and 2016 of between $15 and $20 million, or around 5%
of outstanding debt. Moody's expects minimal deleveraging over the
period as well. The second-lien loan's Caa1 rating, two notches
beneath the CFR, reflects the lien subordination to the first-lien
debt, which is twice as large and rated B1, one notch above the
CFR.
Given SSI's relatively small scale, narrow product focus, and
broad competitive threats, a rating upgrade would require
materially stronger credit metrics. The ratings could be upgraded
if revenue growth accelerates and can be sustained at upper-
single-digit rates, financial policies support leverage sustained
at less than 4.5x (including Moody's adjustments), and free-cash-
flow-to-debt can be sustained at a level greater than 10%. The
ratings could be downgraded if Moody's expect revenues to approach
flat growth (indicative, perhaps, of the success of a substitute
technology and/or the loss of one or two significant customers),
if debt-to-EBITDA is sustained at about 6.5x, or if the ratio of
free-cash-flow-to-debt falls into the low-single-digit
percentages.
The principal methodology used in these ratings was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
SSI Opinionology, headquartered in Shelton, CT, is one of the
largest providers of tech-enabled, B2C, survey-based data for
market research customers. With Moody's-expected 2015 revenues of
nearly $210 million, SSI provides online, mobile, and telephone-
based survey-data collection, processing, and reporting services.
XG TECHNOLOGY: Has $4.28-Mil. Net Loss in Third Quarter
-------------------------------------------------------
xG Technology, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $4.28 million on $150,000 of revenue for the three months
ended Sept. 30, 2014, compared to a net loss of $15.93 million on
$33,000 of revenue for the same period in 2013.
The Company's balance sheet at Sept. 30, 2014, showed $24.96
million in total assets, $5.3 million in total liabilities and
total stockholders' equity of $19.66 million.
As of Sept. 30, 2014, the Company had an accumulated deficit of
$165.5 million and a net loss of $14 million for the nine months
ended Sept. 30, 2014. This and other factors raise substantial
doubt about the Company's ability to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/mUH4UP
Sarasota, Florida-based xG Technology, Inc., develops cognitive
radio network system xMax(R) that aims to enhance wireless
broadband communication for military, commercial and other
purposes.
* Bankruptcy Fee Adjustments Coming Dec. 1
------------------------------------------
Several changes to U.S. Courts' Miscellaneous Fee Schedules,
including two bankruptcy fee adjustments, will take effect Dec. 1,
under amendments approved in September by the Judicial Conference
of the United States.
Scheduled changes to the Bankruptcy Court Miscellaneous Fee
Schedule include:
* A $50 increase, from $157 to $207, in the fee assessed when a
direct appeal from a bankruptcy court is accepted by a Court of
Appeals. The new fee brings parity to the fees assessed for other
methods of appealing bankruptcy rulings to a Court of Appeals.
* A new $25 per-case filing fee for a motion to redact
information from previously filed records in a bankruptcy case.
At the same time, another change clarified that no additional fees
will be charged to reopen a closed bankruptcy case where the only
purpose for the reopening request is to remove personal
identifiers.
In addition, two other clarifications that do not result in
additional fees will go into effect:
* The District Court Miscellaneous Fee Schedule will state that
the processing fee for a petty offense charged on a federal
violation notice is $25. Such a fee already was being charged, but
had not been included in the fee schedule.
* A new item in the Court of Appeals Miscellaneous Fee Schedule
clarifies that a statutory fee of $5 will be charged in addition
to a $500 docketing fee, for a total filing fee of $505. That
amount already was being charged, but had not been explicitly
stated in the schedule.
* Banks Should Seek Bankr. Stays for Repos, FDIC's Hoenig Says
--------------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that the
Federal Deposit Insurance Corp. Vice Chairman Thomas Hoenig said
global banks should set up shields for certain short-term funding
deals as a step toward ensuring they can be dismantled in U.S.
courts after a failure. According to the report, Mr. Hoenig
called on banks such as JPMorgan Chase & Co. and Goldman Sachs
Group Inc. to look at protecting funding such as repurchase
agreements with a system similar to one announced in October that
will delay termination of derivatives contracts during a U.S.
financial-firm bankruptcy.
* Junk Debt Default 'Benign' as New Sales Perk Up, Fitch Says
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, cited Fitch Ratings, reported that the high-yield default
rate over the past year is 2.6%, creating a "relatively benign
default environment." The Fitch report, according to Bloomberg
said, distressed exchanges represented 44 percent of defaults in
the third quarter, while in the past year, there have been 13
distressed exchanges, including nine in 2014.
* Regulators Must Better Adapt Bankruptcy Code to Financial Firms
-----------------------------------------------------------------
Reuters reported that Richmond Federal Reserve Bank President
Jeffrey Lacker said federal financial regulators must remove the
implicit view from creditors that the government will step in to
protect large financial institutions, and to better adapt the
bankruptcy code to these firms.
According to the report, Mr. Lacker called for the repeal of the
Fed's remaining emergency lending powers and further restraining
the central bank's ability to lend to failing institutions, adding
that the bankruptcy code, properly applied to financial
institutions, would then no longer require the Federal Deposit
Insurance Corporation's involvement in winding down big banks.
* Richmond Fed's Head Wants to End Implied Bank Safety Net
----------------------------------------------------------
Law360 reported that the president of the Federal Reserve's
Richmond branch said that policymakers should dismantle
expectations that the government will prop up faltering megabanks,
proposing instead that the bankruptcy code be updated to assume
that such failures may happen. According to the report, in a
speech at George Washington University, Jeffrey Lacker said
policymakers and regulators have created an expectation that the
government will save banks in dire straits, but this expectation
makes banks take unsupportable risks because they believe they'll
be saved if the risks blow up.
* BOND PRICING -- For Week From November 17 to 21, 2014
-------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
Alion Science &
Technology Corp ALISCI 10.250 98.450 2/1/2015
Allen Systems
Group Inc ALLSYS 10.500 35.000 11/15/2016
Allen Systems
Group Inc ALLSYS 10.500 36.500 11/15/2016
BPZ Resources Inc BPZ 6.500 90.166 3/1/2015
BPZ Resources Inc BPZ 6.500 91.588 3/1/2015
Caesars Entertainment
Operating Co Inc CZR 10.000 14.350 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 17.170 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 12.750 16.632 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.500 16.071 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 5.750 13.000 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 14.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 15.500 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 5.750 12.875 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 14.500 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 14.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 14.125 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 15.500 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 14.000 12/15/2018
Cal Dive
International Inc CDVI 5.000 21.400 7/15/2017
Cellco Partnership /
Verizon Wireless
Capital LLC VZ 8.500 123.557 11/15/2018
Champion
Enterprises Inc CHB 2.750 0.250 11/1/2037
Dendreon Corp DNDN 2.875 59.750 1/15/2016
E*TRADE Financial Corp ETFC 6.750 107.900 6/1/2016
Endeavour
International Corp END 5.500 3.250 7/15/2016
Endeavour
International Corp END 12.000 12.000 6/1/2018
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10.000 9.250 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 10.000 9.500 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 6.875 5.625 8/15/2017
Exide Technologies XIDE 8.625 20.250 2/1/2018
Exide Technologies XIDE 8.625 14.500 2/1/2018
Exide Technologies XIDE 8.625 14.500 2/1/2018
FBOP Corp FBOPCP 10.000 2.000 1/15/2009
FairPoint
Communications
Inc/Old FRP 13.125 1.000 4/2/2018
Federal Home
Loan Banks FHLB 0.875 99.575 2/28/2017
Fleetwood
Enterprises Inc FLTW 14.000 3.557 12/15/2011
GT Advanced
Technologies Inc GTAT 3.000 40.250 10/1/2017
Global Geophysical
Services Inc GEGS 10.500 1.500 5/1/2017
Global Geophysical
Services Inc GEGS 10.500 1.888 5/1/2017
Gymboree Corp/The GYMB 9.125 36.000 12/1/2018
James River Coal Co JRCC 7.875 1.000 4/1/2019
James River Coal Co JRCC 3.125 0.005 3/15/2018
Lehman Brothers
Holdings Inc LEH 5.000 12.750 2/7/2009
Lehman Brothers Inc LEH 7.500 9.125 8/1/2026
MF Global Holdings Ltd MF 6.250 34.000 8/8/2016
MF Global Holdings Ltd MF 1.875 38.100 2/1/2016
MF Global Holdings Ltd MF 3.375 34.443 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Molycorp Inc MCP 6.000 36.250 9/1/2017
Molycorp Inc MCP 3.250 47.500 6/15/2016
Molycorp Inc MCP 5.500 32.000 2/1/2018
Momentive Performance
Materials Inc MOMENT 11.500 1.040 12/1/2016
NII Capital Corp NIHD 10.000 35.000 8/15/2016
NII Capital Corp NIHD 7.625 20.000 4/1/2021
NII Capital Corp NIHD 8.875 28.250 12/15/2019
OMX Timber Finance
Investments II LLC OMX 5.540 25.188 1/29/2020
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Powerwave
Technologies Inc PWAV 3.875 0.125 10/1/2027
Powerwave
Technologies Inc PWAV 3.875 0.125 10/1/2027
Prospect Capital Corp PSEC 5.625 95.035 12/15/2032
Prospect Capital Corp PSEC 5.250 100.765 12/15/2030
QR Energy LP /
QRE Finance Corp LLC QRE 9.250 113.410 8/1/2020
Quicksilver
Resources Inc KWK 7.125 19.186 4/1/2016
RAAM Global Energy Co RAMGEN 12.500 77.650 10/1/2015
RadioShack Corp RSH 6.750 35.000 5/15/2019
Saratoga Resources Inc SARA 12.500 57.000 7/1/2016
TMST Inc THMR 8.000 15.000 5/15/2013
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 11.750 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 26.000 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 11.750 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 10.313 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 27.000 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 10.250 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 11.125 11/1/2016
Tunica-Biloxi
Gaming Authority PAGON 9.000 59.750 11/15/2015
Verizon
Communications Inc VZ 5.550 106.076 2/15/2016
Verizon
Communications Inc VZ 5.500 107.131 4/1/2017
Walter Energy Inc WLT 9.875 30.937 12/15/2020
Walter Energy Inc WLT 8.500 28.000 4/15/2021
Walter Energy Inc WLT 9.875 28.375 12/15/2020
Walter Energy Inc WLT 9.875 28.375 12/15/2020
Western Express Inc WSTEXP 12.500 89.250 4/15/2015
Western Express Inc WSTEXP 12.500 89.500 4/15/2015
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com by e-mail.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts. The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, 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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***